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13-8666 Relocate the City Second and Fourth Floor Administrative Offices from the Town Center One
Sponsored by: City Manager RESOLUTION NO. 13-8666 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA,TO AUTHORIZE THE CITY MANAGER TO RELOCATE THE CITY SECOND AND FOURTH FLOOR ADMINISTRATIVE OFFICES FROM THE TOWN CENTER, INTO MODULAR TRAILERS AT SHERBONDY PARK; THE RELOCATION SHALL OCCUR PRIOR TO OCTOBER 1, 2013, AND SHALL NOT EXCEED A TOTAL COST OF $300,000, PAYABLE FROM ACCOUNT NUMBER 19-51939,A NON- BUDGETED ITEM;PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE WHEREAS,as the negotiation process to purchase Town Center One has not been resolved, and the City paying is month-to-month rent not included in the FY 2012-13 Budget, the City Commission of the City of Opa-locka has determined that the City Administrative offices should relocate to Sherbondy Park; and WHEREAS,pursuant to Resolution 13-8655,the City Manager priced modular trailers for temporary location for the City of Opa-locka Administrative offices; and WHEREAS,the City will relocate the second and fourth floor administrative offices from the Town Center, into the modular trailers; and WHEREAS, the relocation of the City Administrative offices to the modular trailers at Sherbondy Park shall occur prior to October 1,2013, and shall not exceed a total cost of$300,000. NOW,THEREFORE,BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA: Section 1. The recitals to the preamble herein are incorporated by reference. Resolution No. 13-8666 Section 2. The City Commission of the City of Opa-locka, Florida, hereby directs and authorizes the City Manager to move the City Administrative offices from the Town Center second and fourth floors,into temporary modular trailers at Sherbondy Park;the relocation shall occur prior to October 1,2013,and shall not exceed a total cost of$300,000,payable from Account Number 19- 519390, a non-budgeted item. Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 13th day of August, 2013. -- --- I YRA TAYLOR MAYOR Attest to: Approved as to form and legal sufficiency: lap, ' • 11 / , vOlit Sha mecca Lawson Jr, v' i Viler Deputy Clerk ' ' EN:POON MARDER, PA (, I ity Attorney i Moved by: VICE MAYOR KELLEY Seconded by: COMMISSIONER JOHNSON Commission Vote: 4-1 Commissioner Holmes: YES Commissioner Johnson: YES Commissioner Santiagos: YES Vice-Mayor Kelley: YES Mayor Taylor: NO 8838276 vl OQ p.I o c`,c4 O h 9 p ice, D 4.ORATE�� City of Opa-Locka Agenda Cover Memo Commission Meeting 08/13/2013 Item Type: Resolution Ordinance Other Date: X (EnterXin box) Fiscal Impact: Ordinance Reading: 1st Reading 2nd Reading (Enter X in box) Yes No (EnterXin box) X Public Hearing: Yes No Yes No (EnterXin box) Funding Source: (Enter Fund&Dept) Advertising Requirement: Yes No (Enter Acct No.) 19-519390 (EnterXin box) (NON-BUDGETED) Contract/P.O.Required: Yes No RFP/RFQ/Bid#: (EnterX in box) N/A Strategic Plan Related Yes No Strategic Plan Priority Area: Strategic Plan Obj./Strategy: (list the (EnterXin box) specific objective/strategy this item will address) Enhance Organizational Q Bus.&Economic Dev 0 Public Safety El Quality of Education El Qual.of Life&City Image 0 Communcation 0 Sponsor Name City Manager Department: City Manager Short Title: A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA AUTHORIZING THE CITY MANAGER TO MOVE CITY ADMINISTRATIVE OFFICES FROM TOWN CENTER 2ND AND 4TH FLOORS TO TRAILERS AT A TOTAL COST NOT TO EXCEED THREE HUNDRED THOUSAND ($300,000) PRIOR TO OCTOBER 1, 2013 PAYABLE FROM ACCOUNT NUMBER 19-519390(NON-BUDGETED) Staff Summary: The City has been in negotiations with the owner of Town Center One for over one year to purchase the building. The City was paying about $535,000 annually on three separate leases and it was financially practical alternative to purchase the building rather than continuing to rent. However, this process has taken much longer than anticipated, which has resulted in the City paying month to month rent that was not provided for in the FY 2012- 2013 Adopted Budget. At the end of this fiscal year, the City would have paid $417,660 in unbudgeted rental expenses. As of today, negotiations to purchase Town Center One have stalled. Due to this delay, expense, and with the knowledge of the pending end of the fiscal year, at the July 24th City Commission Meeting, the City Manager was directed to price modular trailers for City Administrative Offices. Approval `.÷4 nr r=�a a'�- ,., "`'°, '''°"= (1) Pictorial layout of where trailers will be located South of Sherbondy Park (2) Memo dated August 5, 2013—Move of City Offices to Trailers, which includes quote from ModSpace (3) Miami Dade County Contract Award Sheet—ModSpace (4)Town Center Contract—2"d and 4th Floors (5) Resolution 13-8655 (6) Resolution 13-8665 _P LOCk4 O 91, Iii O� Di Memorandum TO: -- Mayor Myra L. Taylor Vice Mayor Joseph L. Kelley Commissioner Timothy Holmes Commissioner Dorothy Johnson Commissioner Luis B. Santiago FROM: Kelvin L. Baker, Sr., City Manager - 42/'_. W 0.411. - 6 DATE: August 8,2013 `�'`" ,Z? iti?crr�sz�t . RE: Move of City Administrative Offices to Trailers Request: A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA- LOCKA AUTHORIZING THE CITY MANAGER TO MOVE CITY ADMINISTRATIVE OFFICES FROM TOWN CENTER 2ND AND 4TH FLOORS TO TRAILERS AT A TOTAL COST NOT TO EXCEED THREE HUNDRED THOUSAND ($300,000) PRIOR TO OCTOBER 1, 2013 PAYABLE FROM ACCOUNT NUMBER 19-519390 (NON- BUDGETED) Description: The City has been in negotiations with the owner of Town Center One for over one year to purchase the building. The City was paying about$535,000 annually on three separate leases and it was financially practical alternative to purchase the building rather than continuing to rent. However, this process has taken much longer than anticipated, which has resulted in the City paying month to month rent that was not provided for in the FY 2012-2013 Adopted Budget. At the end of this fiscal year, the City would have paid $417,660 in unbudgeted rental expenses. As of today, negotiations to purchase Town Center One have stalled. Due to this delay, expense, and with the knowledge of the pending end of the fiscal year, at the July 24th City Commission Meeting, the City Manager was directed to price modular trailers for City Administrative Offices. Account Number: 19-519390 Financial Impact: Approximately$300,000 Implementation Time Line: Immediately and completed prior to October 1, 2013. Legislative History: Resolution 13-8655 and 13-8665 1 Analysis: City staff visited the ModSpace storage facility directly after the July 24th City Commission meeting to look at a compound trailer that had recently become available. With some modifications and with the addition of about three trailers, it was determined that it could work for the City on a temporary basis while the City finalizes the land purchase,design and construction of a permanent location. ModSpace is current Miami Dade County vendor for the lease of modular trailers and the City has used ModSpace for its modular trailer needs in recent years. ModSpace has quoted the City: Monthly Rental Fee $8,995.00 Installation—One Time Costs $87,370.00 Return—One Time Costs $49,518.00 We will bring the ModSpace rental agreement for City Commission approval in September once the final modifications requested by the City (including another set of bathrooms) are included in the plan. Even with these modifications,we do not expect the monthly cost to exceed $10,000 per month compared to the $34,805 we are currently paying. Also, at the recommendation of the City Manager,the City Commission passed a resolution declaring the City's intent to issue obligations to finance, together with other legally available funds of the City, the cost of acquisition, improvement and equipping of a building or portion thereof to be used for City purposes and to use a portion of the proceeds to reimburse the City for expenditures paid or incurred prior to the issuance of the obligation. We will expeditiously to complete the plans for a permanent location with the idea that the total obligation secured to design and build the new building will include funds to reimburse the City for FY 2012-2013 rental payments and the cost of the move. Recommendation(s): Approval Attachments: (1)Pictorial layout of where trailers will be located South of Sherbondy Park (2)Memo dated August 5,2013 —Move of City Offices to Trailers,which includes quote from ModSpace (3)Miami Dade County Contract Award Sheet—ModSpace (4)Town Center Contract—rd and 4th Floors (5)Resolution 13-8655 (6)Resolution 13-8665 Prepared by: Faye Douglas,Budget Administrator End of Memorandum 2 a�o, (N ,, v.A.. ., 0, ,- aPacogAECZA • ,4�f{r.'�4'l...P.�'o ggartida MEMORANDUM To: Myra L.Taylor, Mayor Joseph L. Kelley,Vice Mayor Timothy Holmes, Commi�ioner Dorothy Johnson,Commisl�ione Luis B.Santiago, Commission r From: Kelvin Baker,City Marla, Date: August 5, 2013 Re: Move of City Offices to Trailers At the last Regular Commission Meeting, a resolution passed authorizing the City Manager to price modular trailers for temporary location of City Offices. At that time, I advised the City Commission the cost the total cost to move would exceed $300,000 and the City Attorney advised that it would be best to be completely moved out from the 2nd and 4th Floors prior to October 1st in order to avoid contractual issues with our rental agreement. City Staff and I made a site visit to the ModSpace storage area to inspect a compound trailer that had recently become available. Based on observations in the field, this trailer is a viable alternative once certain modifications are made to meet the City's needs. Attached you will find a proposal from ModSpace to rent and install trailers for City Administrative Use. ModSpace is a current vendor for Miami Dade County for the same service and that contract ends 03/31/2014. The total costs proposed are as follows: Monthly Rental Fee $8,995.00 Installation—One Time Costs $87,370.00 Return—One Time Costs $49,518.00 Note: City Staff is currently making modifications to the floor plan. The monthly rental fee might increase to recover those costs. In order to move out of our current location before October 1St, I will need you authorization to sign this agreement. I am recommending a Special Commission Meeting as early as next week Monday to present this item for City Commission approval. A schedule is provided below as well as a total cost estimate of$285,620. Task Date Issue Authorization to trailer company Monday,August 12,2013 Delivery and Set-up of Trailer Begin Aug 26th—End Sept 13th Wiring,Water,Sewer and FPL Connections complete Monday,September 23`d Physical Move of Offices from Town Center Friday,September 27th Open for Business in Trailers Monday,September 30th or Tuesday,October 1st MOVING COST ESTIMATE Installation of Trailers $87,370 IT wiring- Includes phones, computers, alarms,contracted 35,000 assistance for the move of computers Installation of panels 10,000 Renovation of building previously used for the Human 100,000 Resources Department for IT use (Will provide more security for computer equipment.) FPL Connection 1,000 Connection of water&sewer utilities 5,000 Movers 10,000 Contingency(15%) 37,250 Total Moving Cost Estimate $285,620 It is imperative to begin the moving process immediately in order to be completely moved from the 4th and 2nd floors prior to October 1, 2013 to ensure that there will be no tenancy issues with our current landlord. Please let me know if you have any questions. KB/fd • I e \ v • CO C X• 00'411,, O ti N N a ?;� ✓ ,j. f C. H QO �' CO''- eta r'' l'' ,4\011 , ., . . \ .: . ,,, : ss,1 , ,, ,. ).„00,— ''',,,,,..„*',.. /4:' fe ' , ;,, ••,„ . \i‘k,, , / , ,,,,. • ,..„,;. . . ':�tii, ,I . .t . • lip '', • ' '$,.c 4;;4-',''.r� �,. ,� � ' `: fir.. . 1� , Y Created by: SE Construction Services Team Technical Construction Proposal City of Opa Locka Nineteen (19) module complex for Temporary Administrative Offices Prepared by: Construction Services, SE Division Revision 1 Submitted By: Juan Broche — Sales Representative The information contained herein is the property of Modular Space Corporation and cannot be copied and/or reproduced without prior written consent of Modular Space Corporation City of Opa Locka Page 1 of 25 Customer Initials: Date: mocu-', Section Content Introduction Letter & Company Overview 1 Project Pricing 2 Building Specifications 3 Drawings 4 Scope of Work 5 Delineation of Responsibilities 6 Technical Clarifications — Nextera Terms 7 Contract Clarifications — Nextera Terms City of Opa Locka Page 2 of 25 Customer Initials: Date: f}n Juan Broche Territory Sales Manager 5000 NW 72nd Avenue Miami, FL 33166 Tel:305.592.7998 x 84302 Fax:305.477.0662 Cell:305.491.6107 July 29, 2013 Ms. Rose A. McKay City of Opa Locka Purchasing Division Dear Ms. McKay, Modular Space Corporation (ModSpace) is pleased to submit the following proposal to the City of Opa Locka to supply a 12768 (Nominal) SF modular building for an 18 month lease. The building proposed is ModSpace fleet building and part of our E-Plex series designed for fast office space for large projects. Our proposal is based on the floor plans and the scope of work included in this document. Our understanding of your required work and the associated pricing options are attached for your review. I have also included some information regarding our company to indicate our capabilities, professionalism and stability. This is extremely important when selecting a vendor to work with you on this extremely prestigious project. ModSpace has provided quality-built working environments through our component construction process for clients world wide. By choosing to partner with ModSpace, you will be working with a team of construction professionals dedicated to delivering a quality project to you, on-time and on-budget. Please review the enclosed proposal. I will contact you shortly to review any questions that you may have. Thank you for this opportunity and we look forward to working with you on this project. Sincerely, Juan Broche Territory Sales Manager City of Opa Locka Page 3 of 25 Customer Initials: Date: Company Profile General Information/Company History Modular Space Corporation,better known as ModSpace, was formed in April 2007 following Resun Corporation's acquisition of General Electric Capital Corporation's (GE)North American modular space business. The combination of the two complementary businesses created one of the largest modular design-build providers in North America, with over 700 employees. Today, ModSpace is among the largest global suppliers of permanent modular construction and temporary modular space. Headquartered in Berwyn, PA, ModSpace remains a leading innovator in modular construction, with annual average revenues in excess of$400MM. With 40-plus years of experience, and 80 sales and service offices throughout North America the company is consistently offering new products to fulfill emerging needs. ModSpace's experienced Design- Build team, of 55+employees,is versed in the many intricacies of working with clients in a number of specialized industries including commercial, construction, education, government, healthcare, industrial/energy, franchising and special events. N., Ca, .m+ .m t.a `c' ,cd .cm) 4 Quo kaks, c I" lid caa ca Cry $10 Cr �lr; (j , `ate ,J110 Ci> .. {tea (.0' ModSpace Branch&Services Locations City of Opa Locke Page 4 of 25 Customer Initials: Date: 1111 .--)11111114 ModSpace Corporate Officers: Charles Paquin,President Craig Bums, Treasurer James Sheets, Secretary John Lieffrig, Vice President ModSpace Corporate Office Address: ModSpace 1200 Swedesford Road Berwyn;PA 19312 www.modspace.com ModSpace Local Branch Office Address: ModSpace 5000 N.W. 72nd Ave Miami, Florida 33166 ModSpace Professional Licenses Held: Business Licenses 450 Dealer Licenses 30 General Contractor Licenses 35 Engineering Licenses 17 Manufacturing Licenses 11 Sales Licenses 55 City of Opa Locka Page 5 of 25 Customer Initials: Date: MOd ModSpace values: ModSpace recognizes the importance of treating our people fairly and the value that highly motivated, well trained and customer focused personnel pass on to our clients. ModSpace places the highest emphasis on Occupational Health & Safety(OHS) ti,ilrt� in everything we do. We are committed to providing a safe workplace anywhere we work. ModSpace views its customers and suppliers as partners and values long-term relationships built on fair treatment mutual benefit. Iniici��itiOn ModSpace has the experience and expertise to create innovative, responsive and tailored solutions that address the unique needs of each customer. ModSpace's ability to draw on the its national network of supplier of vendors Into rciti �n means we can create robust solutions that integrate all elements of the supply chain. kin ModSpace is committed to minimizing the environmental impact of what we do and helping our customers to do the same. ('��i�ii>>uni1 ModSpace is a proud sponsor of the American Red Cross and supports local community events and foundations. With established contacts and Engine expert knowledge of the detailed procedures unique to u ,' modular construction, ModSpace can efficiently and ton effectively oversee projectstB`�"�'`' through all steps of the design and construction process. < ' ModSpace's Design-Build team ensures customers receive faster and more professional results without having to coordinate multiple vendors or consume valuable resources managing City of Opa Locka Page 6 of 25 Customer Initials: Date: Communication Plan Task Occu rrcncc Project Communication Manufacturers Coordination Call Weekly Subcontractor Site Meetings Daily or As Required Safety Talks Weekly Pre-installation Meetings As Required Client Meetings As Required Project Repo Daily Reports Daily Safety Reports Daily Schedule Updates Daily or As Required Project Status Reports Weekly Owner Program G 41:20 Manager . T O O L S E T S ModSpace utilizes Autodesk Personal organizer Constructware as its online 0 Cost Management project management & construction CD Document Controls Architect/ Manager 123 File Management Engineer collaboration tool CI Projact Information 0 Bid Solicitation 0 Risk Management General CO Human Resources Contractor Subcontractor Design/Build City of Opa Locka Page 7 of 25 Customer Initials: Date: Expertise of Company, Qualifications and Personnel Project References Design-Build Entity: ModSpace ('ustomer Springfield Schools Pi oleo Type: Classrooms Project Location: Springfield,Mass M MM Project Size: 37,341 sq.ft. Project Scope: Turnkey Modular Building ('unmet Name: Rita Coppola Phone: 413-787-6445 Design-Build Entity: ModSpace CiNo uer: Rockland BOCES Schools Project Type: Floorless Modular Classrooms Project Location: West Nyack Project Size: 4,278 sq. ft. Project Scope: Turnkey Modular Building ('ontact Name: Ed Gray Phone: 845-627-4752 Design-Build Entity: ModSpace Customer: Goodwin College Project Type: Administrative Offices Project Location: East Hartford,CT `' Project Size: 5,600 sq.ft.(2 Story) Project Scope: Turnkey Modular Building Contact Name: Jim Arsenault Phone: 860-913-2307 Design-Build Entity: ModSpace ('ustomer: Columbia College l'roject Type: Administrative Offices w , 2, l > � I Project I,o,;ni��„� Mattydale,NY ` � l f I + Project Size: 8,284 sq.ft. Project Scope: Turnkey Modular Building Contact Name: Scott Vinciguerra Phone. 315-455-0690 City of Opa Locka Page 8 of 25 Customer Initials: Date: ModSpace Pro'ect References (Continued) Design-Build Entill: ModSpace ('nsumner: Hodges University Pinject Type: Classrooms ,; .��z 1 Project Location: Fort Myers,FL 1, i ( ` , I'iolcct Sire: 1 1,464 sq.ft. ,...,M; Iµ• r, r, el ilin 'Ii„; Project Scope: Tumkey Modular Building ('ontact Name: Dave Rice Phone: 239-273-3632 Design-Build Entity: ModSpace �' Customer: William Patterson University Project Type: School Classrooms ;. 'ti �rK r sal i Project Location: Wayne,NJ � ., fir Project Size: 12,008 sq.ft. -, jN ” ''' .,'' t:-- Project Scope: Partial Site Services Contact Name: John R Urinyi PE Phone: (973)720-2352 Design-Build Entity: ModSpace r Customer: Acqualina,LLC '`;. ry ;; Project Type: Condominium Sales Center Project Location: Sunny Isles Beach,FL ,1 ‘ ,, ,,, Project Size: 8880 , a I a: Project Scope: Partial Site Services i ; i • '# Contact Name: Rick Chitwood Phone: (305)933-8301 City of Opa Locke Page 9 of 25 Customer Initials: Date: A mod Team Structure Position key Duties/Responsibility Vice President Responsible for the overall performance of the Contract to Owner. Principal Point of Contact to ModSpace, responsible for overall Director project and budget management. Responsible for approvals of purchase orders. Construction Manager Responsible for all preconstruction work including project budget, schedule and scope 1 development Architect Coordinate modular building design/changes, specifications and shop drawing submittals. Point of Contact on Site,responsible for managing project superintendent, attend project meetings, leads QC/QA, safety, Project Manager schedule and budget management. Responsible for initiating purchase orders and approval vendor payment applications Project Superintendent Manages daily construction activities to insure on time budget completion. Completes daily reports, documents site activity, enforces site QA/QC and safety. Construction Responsible for processing, tracking and document management. Administrator VP, C(JnStrurlion Director of Construction Preconstrustion Construction I ,un Irdni Const, Manager Project Manager Architect Superintendent Design Manger Administrator Administrator Trades Typical Project Team Structure City of Opa Locka Page 10 of 25 Customer Initials: Date: Key Construction Personnel NAME POSITION ,V\I) BIOGRAPHY" Sam Tikriti Vice President,Design-Build Sam joined ModSpace in March 2005 and is currently responsible for the design and construction operations of major projects nationwide.Prior to joining ModSpace,Sam was the Construction Services Manager for the Central Division for GE Modular Space.Prior to joining GE,Sam was a Construction Project Manager with Wight Construction Services where he managed 70 subcontractors on projects valued at$20mm.In 1998,he worked for Anderson Mikos Architects as Project Architect and managed various healthcare projects from conceptual design through the construction. Sam also worked as an International Technical Manager for Composite Technologies where he provided sales, technical and field support for the installation of Thermomass Building Systems in Asia,Europe and the Mideast.His duties included training,business development and project management.Sam has a Masters in Project Management from Northwestern University and a Bachelors of Architecture from Iowa State University Dan Clark Director of Design-Build,East Region Dan has been with ModSpace since 2007,and has 30 years experience in modular building construction. His product knowledge encompasses everything from construction trailers to multi-story modular buildings. Dan also has vast experience in all market segments;including commercial, construction,education,and medical. Prior to joining Modular Space Corporation,Dan owned a Modular Business for five years. He also served for 23 years at GE Capital Modular Space,holding positions in Sales,Operations,and Major Projects. This included various leadership roles,including Region Management. At GE Capital Modular Space,Dan received high achievement awards in 18 of his 23 years.He holds a Bachelor's Degree in Business Administration,from Florida Atlantic University,and a GC License for the State of Florida. Cary Pickands Construction Manager-PMP Cary holds and maintains a Project Management Professional(PMP)Certificate from the Project Management Institute(PMI). He has logged more than 14,000 hours of project management experience in both manufacturing and construction industries. Cary worked as an independent contractor in residential construction for 8 years and has a Bachelor's of Science Degree from Utah State University. As part of the ModSpace Construction Team Cary provides technical support for sales and operations. Construction manager responsibilities include creating custom modular solutions,proposals,budgets, analyzing code requirements and implementing complex modular building projects. Contact Information:561.352.7041 or cary.pickands @modspace.corn Steve Mogil Senior Project Manager Mr.Mogil has 20 plus years of experience in the modular building industry, Prior to joining ModSpace in 2007 Steve worked in manufacturing for several large publicly traded modular building factories.His duties included purchasing,manufacturing management,sales and site construction management. He has built positive relationships with all of his customers and has an excellent track record with many school districts throughout Florida. Steve currently holds general contractors licenses in four states including Florida and California. Steve has lead several departments in project management and has a very successful track record for completing projects on time. He has an extensive background in medical imaging buildings,and has been involved in some large scale Government projects,as well as multi-story buildings. City of Opa Locka Page 11 of 25 Customer Initials: Date: Mod, Section 1 : Pricing Summary CITY OF OPA LOCKA , FLORIDA Building Monthly Rental Lease Term 18 Months $8,265.00 per month Additional Rental—Ramps&Steps 18 Months $730.00 per month Total Monthly Rental $8,995.00 per month Building is priced as the current floor plan only(no room modifications). Modifications if required are additional costs.to be priced based on the magnitude of the changes. Delivery $6,786.00 one-time Engineered Drawings Building Included one-time Engineered Drawings Foundation $1,350.00 one-time Typical Ramp/Step Drawings Included one-time Installation $59,640.00 one-time Skirting $17,996.00 one-time Ramp&Step- Delivery&Set up $1,598.00 one-time Total —Installation One-Time Costs $87,370.00 Tear Down at Lease Term $41,134.00 one-time Return Delivery $6,786.00 one-time Return Ramps&Steps $1,598.00 one-time Total — Return One-Time Costs $49,518.00 *Pricing does not include any sales or use taxes *Pricing is subject to corporate approval *Credit terms to be determined at time of award City of Opa Locka Page 12 of 25 Customer Initials: Date: ModkL„,-, f,,)(L,,k Proposed Floor Plan & Specifications: _ .., _ -... .... _ miariwirro .pii..„: 1 I t,4111111111111111111 e e ql11.11111= ' Ie _ ,,il•f0' M I.1 IIP' an 9 9 I I .4 nn I -• "- • e — ILAM1* 'MI . i' • . iNIIPIIMr ' IIIIII - - lila. 1111 lit 111111 11:1j1. 11 I, 4 II - fli1111- 1 I 1$. . , 'I 14 i 11,11, , _ ______ I il. i 1 ,i41 .p.. _ , 1 I i - I I° :v , II1 0 1 al ' _ 1 a .._ , id .. .... I" I jilt, =RI . - J .., li l' e rim __J.., • um 1 116* 'In '..* :-.e, MINK --gua_,( • - ,,1 k ' um' rw: Aiiii men ok. —1.11L.- .."111116•101111MIPOILTU1111176=71 Ism ... - a ,5 City of Opa Locka Page 13 of 25 Customer Initials: Date: Mod Existing Building Specifications: GENERAL Base building—complex 223.25'x 56'(19) 11'8"x 56'modules Codes/states/labels: FL/GA/AL/MS 146 mph wind speed(Dade county) Occupancy: Business FRAME I-Beam Size As Required 12" Axle and tire quantity-As Required-UNDERSLUNG. Detachable Hitches Outrigger Type Frame FLOOR Nylon Impregnated Bottom Board 2x6 Joists, 16"OC Double Perimeter(2x6) Std.5/8"T&G Plywood Decking—Single layer 1/8"Vinyl Composite Block Tile(per print)throughout WALLS&PARTITIONS Wall Height:9'-0" 2x4 Studs, 16"OC Studs 12"O.C.for 5'at each corner on sidewalls&2 x 6"end walls extended to roof decking Interior Partition Walls(per print) 5/8"Type X Vinyl Covered Gypsum Wallboard Hampton Gray Standard Interior Trim Package -Battens and corner trim 4"Vinyl Cove Base-gray 6"Vinyl Cove Base in all restrooms only Special Item: Permanent posts at 11-10"&44'-10". No other structural walls or posts(EXCEPT in modules with restrooms or as shown on drawings INTERIOR DOORS 36"x 80"Doors-20 Minute Rated(SIX PANEL)interior doors with steel Redi-frame jambs, Lever, &Self Closing hinges Special Item:Wall mount door knob bumpers Tell WS25 ROOF Live Load:30 psf(Florida) 2x4 Transverse Trusses, 16"OC-Full length(4) layer 24"Tapered Ridge beams on ALL modules-Slope is 19"to 26"to 19". Ceiling Height:8'-0"AFF(Nominal) T-Grid to terminate at a 14"2x4 knee wall attached to bottom of ridge beam&trusses. Armstrong Acoustical tiles Attic Ventilation as Required 5/8" Plywood Sheathing Special Item: No side wall projection.6"overhang on ends Roof Covering:45 Mil Black EPDM Rubber w/Densdeck Special Item: 1 Hr Rated Sub-Ceiling Throughout, Dbl. 5/8"X,tape&mud for rating. Special Item: Restrooms ceiling to have vinyl covered T-grid panels PLUMBING (2)Multi station restrooms &(2)Single station restrooms—per print (6)Wall mount lavatory w/mirror&single lever faucet White vitreous china wall hung, handicap accessible with single lever center-set metallic faucet (4) HC water closets w/grab bars&toilet paper holder City of Opa Locka Page 14 of 25 Customer Initials: Date: Mod:- (1)30 Gal Water Heater 120v (2)Standard water closets w/t.p.holder (4)Steel modesty partitions Gray (1) Utility sink w/legs(PVC) (1) Hi/Lo Handicap accessible water cooler (1) Double basin stainless steel sink w/faucet CPVC Supply Lines PVC Drain Lines ELECTRICAL (1) 125 Amp Panels each module Standard 60w Porch Lights w/Photo Cell—at exterior doors only Emergency Lights(dual head) (as required) Combo Lighted Exit Sign/Emergency Light w/Battery(as required) Empty 2x4 J-Boxes w/1/2"Conduit Stubs—front and rear walls&in some side walls in offices Combo 60w Light w/100cfm Exhaust Fan-restrooms Std 110v Receptacles at approx 12'OC-Over size covers thru-out GFI Protected Receptacle as required Exterior GFI Receptacle(in-use type)- 1 at hitch end of ALL modules Special Item:20 amp isolated circuit for the refrigerator Special Item:20 amp isolated circuit for the microwave Special Item: Fluor. Lights:340 2x4 for T-Grid,3 Tube-T8 with electronic ballasts-Lithonia 2GT 3 32 Al2 120 GEB;SIMKAR TAFW244332-B11 FL120 or equal**** Special Item:All wiring encased in M/C cable Special Item: Powered J-boxes on isolated circuits above T-grid in center area for future electrical requirements.***In ALL MODULES(EXCEPT end modules&modules with restrooms)*** Special Item:225 CFM exhaust fans—per print Special Item:2x4 junction boxes at each exit door for Pull devices&Strobes with Condit stub ups for wiring by others. Special Item:ALL electrical devices shall be WHITE with matching oversized plastic plates HVAC 3 Ton Wall Mount Unit w/10kw Heat Brand:BARD each module with Programmable Thermostats Fiberglass Supply&Return Duct w/Grilles Plenum Walls per print 10"x10"Fire Dampers(as required)Throughout 14"x14"Fire Dampers(as required)Throughout 2x2 Supply Grilles for Suspended T-Grid Ceiling 2x2 Return Grilles for Suspended T-Grid Ceiling CABINETS&FURNISHINGS 8 LF Overhead cabinets:Oak wood-grain cabinets with Oak raised panel doors 14 LF Base cabinets:Oak wood-grain cabinets laminate countertops and laminate backsplash.Oak raised panel doors Special Item:(1) GE microwave(under cabinet mounted)JEM25WS(white)with WX4-A019 under cabinet mounting—Comes standard in modules with break rooms Special Item:(1) GE refrigerator***Model GTS22JBPWW(White)****Secure for initial and FUTURE SHIPPING**** —Comes standard in modules with break rooms EXTERIOR Hardipanel Siding &Trim (Sierra w/vertical grooves.) Driftwood Siding 100%House Wrap Hardipanel False Mansard(20"to 24"avg. height) Ironwood Trim&Mansard-Mansard is same depth as trusses (19"to 26"to 19")around entire perimeter 100%5/8" Plywood Sheathing WINDOWS Vinyl Mini-Blinds-White Special Item:24 x 54"Bronze Aluminum Frame Single hung,insulated bronze tint glass vertical sliders with insect screens. Florida approved. -Kinro 26000R— Not Impact rated City of Opa Locka Page 15 of 25 Customer Initials: Date: Mod 4 EXTERIOR DOORS 36"x 80"with 10"view block****Elixir C-402*** 72"x80"ST/ST Full Lite- Right side is full time active unless otherwise noted.) Lever Hardware-Tell LC2475CTL Passage Dead Bolt-Tell DB2051 (Keyed Alike) Closer-Tell 12641 BC PA AL INSULATION Floor- R-19 Exterior Wall- R-11 Roof-R-30 Interior Partitions- R-11 Sound Reduction Batts****Restroom walls only**** City of Opa Locka Page 16 of 25 Customer Initials: Date: Mod, Scope of Work ModSpace shall provide and install a 19-wide office trailer at Opa Locka for use as temporary office space.The trailer will be a pre-fabricated structure as depicted on the attached sketch and meet State of Florida DCA guidelines for the period at which it was manufactured.The trailer will be leased by City of Opa Locka for a minimum period of 18 months. ModSpace shall coordinate with Opa Locka's General Contractor for a seamless installation. Important notes: The proposed modular building will require significant site work for completion by trades including but not limited to site engineering,fire alarm, electrical,plumbing, mechanical, and storm water. Much of the work will require permits and inspections from local authorities. The proposed modular building and plans that ModSpace will provide do not cover local permits and inspections for said trades. Further ModSpace accepts no responsibility for any additional customer building engineered systems,site design/engineering or cost for local permits and inspections for said trades. Modifications: All modifications to the modular building are excluded at this time. If modifications are required to meet the space need of the project ModSpace will price the extent of the work as additional scope and cost. Assumptions: 1. The Customer will provide all civil and site drawings to produce the necessary construction plans for permit submission. 2. The Customer will obtain all permits 3. The Customer will arrange to have the permits issued prior to ModSpace's delivery and set up of the building 4. All utilities connections are by others. 5. Any scopes not included herein will be performed by the Customer 6. The Customer will provide and mark locates for any special underground systems other than standard utility locates. 7. Dumpsters&temporary toilets will be provided by the Customer or its site contractor 8. Project is non-prevailing wage. 9. Customer will provide a complete geotechnical report for the area of the modular building installation and the final foundation engineering will be dependent upon the findings of the report and the calculated loads of the modular building. 10. The Customer will mitigate all obstacles for delivery at the site including but not limited to fences,electrical lines, site construction equipment,construction barriers,landscaping obstacles,traffic stoppages,special permits for road closures,etc. 11. If for any reason the units cannot be delivered directly to the final site pad location then the customer will provide a staging area within the construction area boundaries. Design and Engineering 1--- nn ,._- . • _ : . a :_.- ---- - Florida. Prices for building drawings not available at time of proposal reg�sFe+ +.14 ---e - e'•-- - - --' '-- ---- -a -Pricesforbuildingdrawingsnot available at time of proposal E-1-evatidan-s 3 ^-g s4t1-ra4 P,„floctod Cci-ling Plans Rao-'-Ian 6t44 g Dou aiis-atad- csss-Sect ar-G E-!€;ical-Fl osr-Plans Foundation Plans 3. ModSpace will provide the foundation design and layout details for dry-stacked CMU foundation on ABS pads with auger anchors for building support and anchoring. Foundation drawings shall be sealed by Professional Engineer registered in the State of Florida. 4. ModSpace will provide typical ramp and step plans for permit submission by others—specific ramp and steps plans are not included and are additional cost if required City of Opa Locka Page 17 of 25 Customer Initials: Date: 41111L-I -1441'1111")- Building Preparation Phase 1. Transport modular units from the ModSpace's manufacturing facility to the project site in Opa Locka,FL 2. Delivery of the modular units will be by over-the-road trucks. ModSpace assumes the modular units are staged at the site and will shuttle the modular units from the site staging area to the location where the building will be set. Staging area is assumed to be on a compacted area within the property boundaries. Note: if the staging area is off site ModSpace will require a change order to transport the buildings a second time over the road Set up and Site Work Phase 1. General Conditions: A. Modular plan and engineering services as listed above—please see the technical clarifications section for exclusions. B. Project Management(part time on site and part time off site)ModSpace will secure the necessary subcontractors to complete its scope and manage its construction phases of the modular building installation as well as work directly with the customer to complete the project in the most efficient manner possible. C. ModSpace will provide daily cleaning of its trash only from the work site—dumpsters to be provided by others D. ModSpace will clean its trash from the work site and construction clean building interior after completion of its scope of work(building construction clean is defined as all trash removed from interior and swept only) 2. Building Foundations&Foundation Plans: A. ModSpace will call for standard utility locates within the proposed building envelope/work area. B. Foundations to be installed by the ModSpace building installation contactor. C. For the purposes of this proposal ModSpace has priced the foundation and anchoring below only. In cases where the local authority having jurisdiction requires alternate foundations and anchoring,ModSpace reserves the right to review, re-design and re-price any foundations other than the foundation listed below. i. The foundation will be designed for piers consisting of dry-stacked 8"x 8"x 16"CMU block(non- mortared or surface mortared)single staked or cross stacked as required by engineered foundation drawings. CMU block will set upon Acrylonitrile Butadiene Styrene(ABS)base pads. ii. Augered earth anchors or drive anchors will be installed to secure the modular building against uplift. 3. Building Installation: A. Strip shipping materials from modular units and dispose in dumpster. B. Prepare modular units for setup. C. Remove all hitches and store beneath the modular building. D. Tires and axles are assumed to be left in place attached to the building frame.The only tires and axles that will be removed for this scope are those that may interfere with a foundation pier locations. E. ModSpace will level the modules onto the foundations. F. After adjustment of the modules on the foundations,ModSpace will bolt sections together as necessary. G. ModSpace will site install the mateline crossing headers that cannot be constructed at the factory. H. Complete all trim out of the exterior and interior seams on the module matelines. I. ModSpace will provide and install matching Hardie panel skirting around the perimeter of the modular building-skirting is decorative only, not wind rated or engineered for the same,and does not exceed 36"in overall height. J. Punch list the modular building with the customer(1)one time after substantial completion of the ModSpace scope of work. 4. Decks,Steps and Ramps: A. Furnish and install pre-engineered modular building access equipment consisting of: i. (1) 36' ramp with a 10'x 10'platform and step attachment(front double door) ii. (1)36' ramp with a 5'x 5'platform with step attachment. iii. (2) 5'x 5' platforms with step attachments. iv. Assemblies to be ADA compliant. 5. Building Return: A. Separate modules and prepare for shipment B. Stage modules for pick up by over the road truck C. Remove modules from the restricted area back to a ModSpace yard. Please note: Scopes to disconnect utilities and/or prepare the surrounding site for dismantling are excluded City of Opa Locka Page 18 of 25 Customer Initials: Date: 6. Canopies: There are no canopies over entrances/exits included in this proposal at this time 7. Plumbing Work: There is no site plumbing scope included in this proposal 8. Mechanical Work:There is no site mechanical scope included in this proposal 9. Fire Sprinklers:There is no site fire sprinkler scope included in this proposal. 10. Electrical: There is no site electrical scope included in this proposal 11. Landscaping: There is no site landscaping scope included in this proposal 12. Storm Water Management: There is no storm water management scope or gutter scope included in this proposal 13. Parking& Parking Lighting: There is no parking or parking lighting scope included in this proposal There are no other scopes included or implied City of Opa Locka Page 19 of 25 Customer Initials: Date: C...___414.:.---1- ' Mod Delineation of Responsibility: ITEM DESCRIPTION Customer or Modular Space Not Customer's Corporation applicable Sub-Contractor 1. CONTRACT REVIEW X X a. Bid Bonds X b. Performance Bonds X c. Labor&material payment bonds X 2. LIQUIDATED DAMAGES or LATE CHARGES X 3. PROPOSED WORK SCHEDULE(mandatory with LDs) X 4. INSURANCE(General Liability and Casualty Insurance) X X a. Insurance on modules while in transit to site X b. Insurance on modules after delivery to site X 5. CATALOG CUTS a. Samples for color selections and signoffs from factory standard materials X only—(New buildings only) 6. TAXES a. Rental Taxes of any type as applicable - X b. Sales&Use Taxes of any type as applicable X _ c. Property Taxes of any type X 7. ZONING ISSUES a. Zoning Setbacks&Variances X b. Zoning Compliance X 8. PERMITS - a. Building permits X _ b. Electrical permits X c. Plumbing permits X d. Mechanical Permits X e. Certificates of Occupancy X f. Health Department Permits X g. Permits for Transportation of modules to site X h. Other permits—(specify) X i. Permit Fees X 9. SOIL TEST—if required a. Soil test X b. Compaction test for loads(2,500 psf) X 10. DRAWINGS & PLANS a. Shop Drawings of modular buildings only—SHOP drawings for review X and comment(New Buildings Only) b. Engineered Drawings of modular building TBD c. Engineered SITE drawings of proposed site for project and building(s)for X permits d. Engineered foundation plans/details for modular building only X e. Engineered ramps and step drawings to be used for permit submission X f. Engineered civil drawings for parking,handicap access,landscaping,etc. X or any other drawings other than standard package from modular factory _ - _ g. Topographic Survey X h. Other x 11. PREPARATION OF SITE a. ALL Clearing&demolition work X b. ALL Grading work of any type X c. ALL Fill&compaction of any type X d. ALL Leveling to grade of any type X . e. ALL access for easy accessibility by over the road trucks. X f. ALL permanent foundation and/or poured footer installation—if required X . g. Other site preparation if required X 12. UTILITIES—WATER&SEWAGE a. Supply Water line installation,plus water pressure regulator or back flow X prevention,as required by local codes. - . b. Sewer connections from building to holding tanks. x c. Manifold all waste connections to perimeter of the modular building X d. Manifold all water connections to perimeter of the modular building X e. Supply waste holding tanks . X f. Septic or holding tank pumping service x City of Opa Locka Page 20 of 25 Customer Initials: Date: g. Sewer connections to septic field or city sewer - X h. Water connection from building stubs to source X I. Sewer impact fees,permits of any type X 13. UTILITIES—ELECTRICAL a. Panel Boxes installed in modules and connection of wiring to interior X panel boxes b. Power Connection-Manifold electrical to 5'outside of building including X MDP installation. c. Cross-over 110 or 208-240 volt wiring between installed modules X d. Underground utilities,work with local utilities companies,meter bases. X e. Power connection to source X • 14. PHONE&DATA a. Phone cable&outlet/Data cable&outlet and Patch Panel X b. Television Cable wiring and installation X c. Blank(empty)j-boxes for data/phone installation by others X 15. FIRE ALARM SYSTEMS X 16. SECURITY ALARM SYSTEMS X 17. SPRINKLER-FIRE SUPPRESSION a. Fire extinguishers X b. Sprinkler lines and heads in the building—If required - c. Sprinkler riser,external ground lines,back flow,tamper switch,etc. X outside the modular to the source —If required X 18. INSTALLATION OF MODULES a. Transport Modules to site b. Inspect modules at site for damages X c. Set modules on site.Trucks must be able to spot easily. X X d. Interconnection of modules to plans X e. Trim out of modules at matelines X f. Install tied own systems as recommended by factory or state code X X g. Install"Dry Stack"concrete block support piers (no mortar used between joints or surface bonding cement is quoted) X 19. GUTTERS&DOWNSPOUTS a. Install gutters&downspouts b. Splash blocks or splash control devises X 20. FLOORING X a. VCT per plan b. Seal raw tile from factory or ModSpace yard X c. Strip&Wax tile X d. Maintain tile wax and sealants X f. Carpet seaming at matelines if factory installed carpeting. X g. Carpet bar matelines if factory installed X h. Site install carpeting X i. Clean tile before move in of furniture—broom clean only after completion X of ModSpace's scope of work(no mopping or waxing is included) X j. Other flooring(list specific) 21. BASE MOLDINGS X a. Rubber Base Cove Moldings X b. Wood base moldings 22. SUSPENDED CEILINGS X a. T-Grid installation-track b. Ceiling Panel installation X c. Lay-in Lights wiring connection X d. Lay-in Lights installation X e. Ductwork configuration and additions X f. Supply and return register installation X g. T-Grid removal X 23. SHEETROCK CEILINGS X a. Factory installed sheetrock—with popcorn finish b. Factory installed sheetrock—with sea spray finish X c. Factory installed sheetrock—with knock down finish X d. Factory installed sheetrock—with smooth finish X e. Install ceiling mateline materials on marriage lines of modules,trim& X caulk X f. Supply and install special ceiling trim on marriage lines of modules 24. EXTERIOR DOORS X a. Furnish and install exit doors b. Paint or finish exit doors X X City of Opa Locka Page 21 of 25 Customer Initials: Date: 411r1 .. s Moct,'-',-( ,,_ 25. INTERIOR DOORS a. Furnish and install interior doors X b. Paint or finish interior doors X 26. MATELINES a. Provide and install standard mateline materials at floor,ceiling,walls of X modules per specs given in quote. b. Provide and install special mateline materials—if required X 27. ENTRANCES a. Steps X b. Handicap ramps X c. Landings/Platforms X d. Concrete sidewalks X e. Poured concrete pads at the based of ramps/steps X _ f. Canopies X g. Street Curbs&Gutters X h. Landscaping of any type X 28. ROOFING a. install factory roof materials X - b. install roof seam materials on matelines X c. Guarantee roof seams —12 months X d. roof—long term maintenance—service on leased buildings only(charges X may apply for services rendered) 29. LIGHTS ' a. Provide interior lights—surface or recess mounted X b. Exterior lights at exterior doors X 30. TIRES,AXLES&HITCHES a. Remove tires—store under building(removal of tires is not included in the X base setup cost) b. Remove axles —store under building(removal of axles is not included in X the base setup cost) c. Remove Hitches—store under building X 31. TRASH REMOVAL a. Provide dumpster for setup debris,trash from installation. Dumpster to X be in place before setup starts. Emptied on an as needed basis. b. Put trash and setup debris into dumpster provided—ModSpace trash only X c. Payment of trash removal fees,permits,or waste removal. X 32. WINDOW COVERINGS a. Furnish and install blinds or mini-blinds X _ b. Aluminum Storm Shutters(Accordion-type) X c. Other Storm shutters—corrugated or similar 33. SIGNAGE a. All signage for HC baths X _ b. All signage for site,parking,handicap signage,etc. X 34. MAINTENANCE—(Applies to leased buildings only) _ a. Structural integrity items-For building(s)during course of lease term X b. Wear items,i.e.door knobs,tile,loose hinges,window leaks,door leaks, X etc.-For building(s)during course of lease term-—service on leased buildings only(charges may apply for services rendered) c. Air filter changes for HVAC system during course of lease X _ 35. DISMANTLE&REMOVE-(Applies to leased buildings only) a. Dismantle buildings,if leased X b. Transport back to storage lot,if leased X c. Remove blocks,debris,tie downs from site X _ d. Dismantle ramps and steps if leased X e. Dismantle and remove canopy systems X 36. HVAC SYSTEMS a. Furnish and install Wall-mounted HVAC per design X b. Furnish and install PAD MOUNTED HVAC X c. Balancing of HVAC by qualified service technician,if required for X balanced air distribution-throughout the building after modular setup is complete 37. UTILITY DISCONNECTS(of any type)at lease term X 38. WARRANTY ITEMS - a. 12-Month Factory Warranty(factory warranty does not apply to used X buildings) City of Opa Locka Page 22 of 25 Customer Initials: Date: Mod. Technical & Contract Clarifications: General: 1. This proposal is based on ModSpace providing a building,which meets or exceeds the requirements for the State of Florida. 2. ModSpace's pricing is valid for 30 Days from the date of this proposal. 3. This proposal and pricing excludes all taxes,bonding, insurance, and property tax 4. ModSpace standard building materials and installation methods have been provided for this building unless otherwise noted. 5. This proposal and subsequent contract is based on the mutual acceptance and exchange of documentation. 6. ModSpace will not be held responsible for any and all contractual terms and conditions between other parties. 7. Should ModSpace complete its outlined scope of work and provide a modular building ready for beneficial occupancy,but by no fault of ModSpace the customer is prevented or unable to obtain Certificate of Occupancy, the customer agrees to pay the agreed contract final sum. 8. ModSpace reserves the right to review any terms and conditions that are in addition to or differ from those contained in the proposal/contract package,prior to acceptance of award. 9. The ModSpace proposal,in its entirety,shall be made a part of any contract resulting from this proposal (Inclusive of plans). 10. The ModSpace proposal is contingent upon finalization of architectural and engineering design details and review and acceptance by any and all agencies having jurisdiction over the construction,occupation and utilization of this facility. 11. Additional scope requirements resulting from local agency reviews will be priced by ModSpace and submitted to Customer through standard change order procedures. Unless otherwise agreed upon by both ModSpace and Customer,change orders must be signed by Customer prior to continuation of work. 12. ModSpace will provide all permits necessary for the delivery of the modules to the site. 13. For purpose of acceptance,ModSpace and Customer shall conduct a walk through within 24 hours of the substantial completion of the modular building. 14. A single punch list will be generated at substantial completion of ModSpace's work and shall be agreed upon by ModSpace and the customer. With the exclusion of warranty items, any additional items or changes after the punch list is complete will be priced as independent quotes and must be signed by the customer prior to the completion of work. 15. In the event of early occupancy prior to substantial completion, Customer shall be responsible for all property damage, injury,and deaths that may result from said occupancy,and indemnify ModSpace for the same. 16. Dimensions provided are nominal. 17. No work can begin until the building permit has been issued by the permitting authority. 18. Any discrepancy in the customer's conceptual drawings and the modular building drawings will be governed by the customer approved(signed) modular building drawings. 19. The pricing provided herein is based upon the use of site labor at non-prevailing wage. 20. ModSpace will not be responsible for staging area restoration due to"soft"site conditions. 21. The Customer shall be responsible for site security. 22. ModSpace is not responsible for local codes or ordinances that may be enforced by the authority having jurisdiction. 23. Our proposal excludes civil plans and services for detailed design review by local authorities having jurisdiction and other regulatory agencies not specified. 24. ModSpace is specifically excluding site design research,improvements and additional permits and that may be required for such including but not limited to sidewalks,parking spaces,parking improvements,drainage plans and/or improvements,traffic impact statements and/or design,landscaping plans and/or improvements, hazardous waste investigations and/or mitigation, irrigation design and/or installations,any special utilities design and/or installation, environmental studies,soil borings,archaeological surveys,tree surveys,topographic survey, as-built drawings or surveys,and boundary survey. 25. Customer will work with ModSpace to predetermine and mark 2 corners of each building and sign off on these locations prior to site construction beginning. 26. ModSpace is specifically excluding moving the modular building or changes to the construction locations after building permits are obtained and the final location of the modular building is determined. Said changes if required will be priced as change orders. 27. Permitting submission and expediting is by others.The speed of permit expediting is completely dependent the authorities having jurisdiction. 28. Permit fees will be paid directly by customer 29. All other site work unless otherwise detailed in this proposal is excluded or is the responsibility of others. 30. Delivery the modular units at night is excluded. 31. Delivery the modular units with police escorts is excluded. 32. Road closures and permits for road closures are excluded. City of Opa Locka Page 23 of 25 Customer Initials: Date: Building: 33. All interior and exterior signage is by others. 34. Exterior dimensions of the building are from raw exterior stud(Outer)to raw exterior stud(Outer)-Dimensions do not include wall board or siding 35. Interior dimensions on modular building plans are from raw inside stud to raw inside stud- Dimensions do not include wall board or siding 36. Gutters,downspouts and splash blocks are not included in this proposal. 37. Final cleaning of the building interior is by others 38. In Wind Borne Debris Regions-unless hurricane shutters are provided in this proposal,the customer assumes responsibility for additional wind protection. Decks,Steps and Ramps: 39. ModSpace has quoted lightweight modular sectional decks,ramps and steps as part of the base proposal. 40. The leading edge of the ramp may require a transition to accommodate site poured concrete sidewalks. Sidewalks,pads or transitional ramps are not included in this proposal and are by others. Site: 41. ModSpace is excluding any soils or compaction tests. 42. A bench mark for elevation reference and a finished elevation for certification of occupancy is to be provided by others. 43. ModSpace assumes the minimum required distance from any and all assumed and/or common property lines. 44. The Customer will provide free and clear access for delivery and removal of the equipment by standard mobile transport vehicles. 45. The Customer will be solely responsible,at its cost,for preparation of the site on which the equipment is to be used (the"Site"),including any required structural or grade alternations and identification of utility lines. 46. The Customer will provide firm and level ground on no more than a four inch(4")slope from one end to the other for safe and unobstructed installation and removal of the equipment. 47. The final site selection is the sole responsibility of the Customer. 48. ModSpace shall not be responsible for any and all environmental and/or subsurface conditions including but not limited to rock, unsuitable soil conditions,hazardous materials,etc. If any are found,the Customer is responsible for the remediation and removal/displacement of subsurface conditions found at the project site. 49. All pricing is based on normal level site conditions 50. ModSpace will require a staging area for modular buildings located adjacent to the work site. 51. ModSpace assumes clear access in all directions to the on site staging area. Parking control if required during staging and set-up will be supplied by others. 52. Site work removal or relocation of obstructions(above or below ground)is not in this proposal. Standard"ROCK CLAUSE"applies. 53. ModSpace for reasons of safety and schedule considerations fully expects that the project site be clear of all other trade's and any excavations or ditches caused by those trades until such a time that the Modular building is in place and anchored,and that access to the site will not be constrained by other subcontractors or trades that are not contained in our scope of work. 54. Any excavated spoils from the footer installation will be piled adjacent to the modular buildings only. Relocation of any spoils away from the modular building installation area or removal of spoils to an offsite location in excluded. 55. Dewatering of any kind is excluded. 56. All underground obstructions other than standard utility locates within the proposed building envelope/work area are to be located and marked above grade by others. 57. ModSpace is excluding erosion and sedimentation control. 58. Relocating,shoring or supporting existing utilities in the project area is excluded from this proposal. Foundation: 59. Customer must determine if the project resides in a FEMA zone. 60. If in a FEMA zone,customer is responsible for any changes to site grade to accommodate any special finished floor height. 61. ModSpace will assume a minimum of 2,500 PSF soil compaction at 24 inches below grade. 62. Foundations are quoted as dry stack CMU block on ABS pads with auger or drive anchors only. Additional or alternate anchoring is excluded. 63. A soils and compaction test may be required by the local building department to support the footing design. The cost of the soil and compaction test and any design changes resulting from the report are excluded from this proposal. ModSpace can quote a soils and compaction should the need arise. City of Opa Locka Page 24 of 25 Customer Initials: Date: Building Installation/Setup: 64. Placement of modules to be accomplished by the use of over-the-road trucks. 65. The hitches,axles and wheels will be removed only as needed to clear foundation piers required by the sealed foundation plan. All hitches,axles and wheels will remain on site and stored under the building for this project. 66. ModSpace is specifically excluding moving the modular building or changes to the construction locations after building permits are obtained and the final location of the modular building is determined. Said changes if required will be priced as change orders. 67. Skirting is priced at a height of 36"and is decorative only. Additional engineering for skirting for wind rating or security is specifically excluded for this scope. Electric: 68. ModSpace excludes all additional electrical engineering and/or sealed electrical drawings(other than the DCA approved plans which include the manufactured building electrical listed in this proposal scope of work)that may be required by the local building department authority. 69. ModSpace is not responsible for bringing sufficient power to the site. Service upgrades of the existing power to the site or of near site electrical power is not included in this proposal. 70. All on site electrical wiring,electrical connections and electrical crossovers between modules are excluded Mechanical: 71. ModSpace is excluding start-up of the factory installed HVAC systems. If start up is required said scope is to be performed by the site electrician. 72. This project has WALL MOUNTED HVAC units that are not capable of providing HVAC zoning control. 73. ModSpace is excluding testing and balancing of the HVAC system at this time. 74. ModSpace is excluding HVAC condensate piping and connection to any site sanitary system Fire Protection: 75. ModSpace is excluding fire extinguishers. 76. ModSpace is excluding fire extinguisher cabinets from this scope. Fire extinguisher cabinets are to be provided by the customer if required for final occupancy. 77. ModSpace is excluding all fire sprinkler scope for this project. Schedule - TBD Additional Contractual Clarifications 1. The ModSpace Corporation proposal is based solely on the terms and conditions of the ModSpace"Proposal and Agreement of Sale". ModSpace has attached a copy of such Agreement for your review,and such Agreement is hereby included and made a part of this proposal. Such terms and conditions shall supersede any and all others previously stated. 2. In the event of conflict,the contents of the ModSpace"Proposal and Agreement of Sale"and the ModSpace "Technical Package"shall supersede any and all other documents,contracts and agreements. 3. The transaction is subject to ModSpace Credit Approval. 4. This Proposal is based solely on the Specifications and Scope of Work contained herein. Any additional requirements or directives of any nature, including but not limited to local inspectors and/or other agencies, shall be the responsibility of the Customer. 5. This quotation is a proposal and does not represent a contractual commitment. Any contractual undertaking resulting here from must be approved in writing by an authorized officer of ModSpace in order to be valid. 6. The ModSpace Proposal and/or Technical Package,in its entirety, shall be included and made a part of any contract resulting from such proposal. ModSpace requires customer initials and dates at the bottom of each page of the Proposal and/or Technical Package. 7. ModSpace will not be held responsible for any and all contractual terms and conditions between the Customer and any other contractor,subcontractor or the owner. 8. There is no provision for early termination of the lease for this proposal. City of Opa Locka Page 25 of 25 Customer Initials: Date: CONTRACT AWARD SHEET MIAMFQADE DEPARTMENT OF PROCUREMENT MANAGEMENT 7 Bid No. 8772-0/13 ,41:'ard Sheet PURCHASING DIVISION BID NO.: 8772-0/13 PREVIOUS BID NO.: 8720-0/09 TITLE: RENTAL OF OFFICE TRAILERS(PRE-QUAL.) CURRENT CONTRACT PERIOD: 04/01/2009 through 03/31/2014 Total#of OTRs: 0 MODIFICATION HISTORY Bid No. 8772-0/13 Award Sheet DPM Notes APPLICABLE ORDINANCES LIVING WAGE: No UAP: Yes IG: No OTHER APPLICABLE ORDINANCES: CONTRACT AWARD INFORMATION: No Local Preference No Micro Enterprise Full Federal Funding NO Performance Bond Small Business Enterprise(SBE) PTP Funds Partial Federal Funding Insurance Miscellaneous: NO REQUISITION NO.: I PROCUREMENT AGENT: THELMA L.RODRIGUEZ PHONE: 305 375-4252 FAX: 305 375-4407 EMAIL: TRODRIG(MMIAMIDADE GOV DEPARTMENT OF PROCUREMENT MANAGEMENT PURCHASING DIVISION • Page 1 of 4 Bid No. 8772-0/13 Award Sheet VENDOR NAME: MODULAR SPACE CORPORATION DBA: MODSPACE FEIN: 541375284 SUFFIX: 02 19312 STREET: 1200 SWEDESFORD ROAD CITY:BERWYN ST: PA ZIP: FOB_TERMS: DEST-P DELIVERY: PAYMENT TERMS: NET30 TOLL PHONE: - VENDOR INFORMATION: CERTIFIED VENDOR ASSIGNED MEASURES Local Vendor: No SBE No Set Aside No Bid Pref. No Micro Ent. No Selection Factor No Goal No Other: Vendor Record Verified? Yes ********************************************************************* Vendor Contacts: Name Phonel Phone2 Fax Email Address JUAN BROCHE 305-592-7998 305-477-0662 juan.broche@modspacecoin VENDOR NAME: MCGRATH RENT CORP DBA: MOBILE MODULAR MANAGED FEIN: 942579843 SUFFIX: 01 94551 STREET: 5700 LAS POSITAS ROAD CITY:LIXERMORA ST: CA ZIP: FOB_TERMS: DEST-P DELIVERY: PAYMENT TERMS: NET30 TOLL PHONE: 800-944-3442 VENDOR INFORMATION: CERTIFIED VENDOR ASSIGNED MEASURES Local Vendor: No SBE No Set Aside No Bid Pref. No Micro Ent. No Selection Factor No Goal No Other: Vendor Record Verified? Yes ********************************************************************* Vendor Contacts: Name Phonel Phone2 Fax Email Address THOMAS R WAGONER 407-873-1431 800-944-3442 863-965-3700 twagonern,mgrc.corn DEPARTMENT OF PROCUREMENT MANAGEMENT PURCHASING DIVISION Page 2 of 4 Bid No. 8772-0/13 Award Sheet ITEMS AWARDED Section: Details: 8772-0/13 ****SBE&LOCAL PREFERENCE MUST BE GIVEN TO VENDORS WHEN QUOTING**** Award of this contract will be made to all responsive,responsible bidders who meet the qualifications as stated herein and who meet and/or exceed the minimum criteria established in the Invitation to Bid. ROADMAP FOR USE OF CONTRACT 8772-0/13 RENTAL OF OFFICE TRAILERS The purpose of this contract is to pre-qualify potential bidders through the submission of documents and forms which verifies that the vendor meets an Item# Description Qty Unit Price End of ITEMS AWARDED Section AWARD INFORMATION Section BCC Award: No DPM Award: No BCC Date: 03/03/2009 DPM Date: 11./24/2008 Contract Amount: $ 4,161,000.00 Additional Items Allowed: Agenda Item No.: Special Conditions: BPO INFORMATION Section: DEPARTMENT OF PROCUREMENT MANAGEMENT PURCHASING DIVISION Page 3 of 4 Bid No. 8772-0/13 Award Sheet BPOID: ABCW0900787 ------------Commodities Info----- -----Department Info Code Description Department Id Dollar Allocations 975-84 RENTAL OR LEASE OF TRAILERS HD****** 5200,000.00 BPOID: ABCW0900788 -------Commodities Info-------------- ------------Department Info---------- Code Description Department Id Dollar Allocations 975-84 RENTAL OR LEASE OF TRAILERS AD****** $250,000.00 AV****** $180,000.00 CR****** $100,000.00 FR****** $950,000.00 GS****** $20,000.00 PD****** $250,000.00 PR****** $325,000.00 $225,000.00 SP**`*** $150,000.00 SW****** $175,000.00 WS****** $1,336,000.00 End of BPO Information Section DEPARTMENT OF PROCUREMENT MANAGEMENT PURCHASING DIVISION Page 4 of 4 LEASE AGREEMENT DATE OF LEASE EXECUTION: As of October 2006 ARTICLE 1 REFERENCE DATA 1.1 SUBJECTS REFERRED TO: Each reference in this Lease to any of the following terms shall incorporate the data stated for that subject in this Section 1.1. 1.1.1 LANDLORD: TOWN CENTER O-L I, L.L.C. 1.1.2 MANAGING AGENT: Susana Walczak, 780 Fisherman Street, Ste 334, Opa-Locka, Florida 33054 1.1.3 LANDLORD'S REPRESENTATIVE: Susana Walczak 1.1.4 TENANT: CITY OF OPA-LOCKA 1.1.5 TENANT'S ADDRESS (FOR NOTICE & BILLING): The Premises or, prior to Tenant occupying the Premises, 777 Sharazad Boulevard, Opa-Locka, Florida 33054 1.1.6 TENANT'S REPRESENTATIVE: Jannie R. Beverly or other person designated in writing by Tenant 1.1.7 BUILDING: Town Center I 1.1.8 LOT: The parcel of land at 780 Fisherman Street, Opa Locka, Florida 33054, on which the Building is located 1.1.9 TENANTS SPACE: Space located on the second and fourth floors of the Building, as shown on the floor plan attached hereto as Exhibit A 1.1.10 RENTABLE FLOOR AREA OF TENANT'S SPACE: Approximately 4,500 square feet on the second floor and approximately 20,512 square feet on the fourth floor 1.1.11 TOTAL RENTABLE FLOOR AREA OF THE BUILDING: 78,488 square feet 1.1.12 TENANT'S PROPORTIONATE SHARE: 31.9% 1.1.13 EFFECTIVE DATE: The date of lease execution set forth on the first page hereof 1 TBM/28546/26/786928v5 10/23/06-HRT/ 1.1.14 TERM COMMENCEMENT DATE: The date a certificate of occupancy is issued for the Premises. Because the Tenant is also the authorizing entity for permits, certificates of occupancy and other documents prerequisite to fulfillment of the terms of this Lease and that the potential for.conflict of interest exists, it is agreed that the City of Opa-Locka will use its best efforts to expedite the inspection and permit process and necessary documents will not be unreasonably withheld. 1.1.15 TERM EXPIRATION DATE: The last day of the month that is one hundred twenty (120) full calendar months after the first day of the calendar month after the Commencement Date, subject to extension as provided in Exhibit C. 1.1.16 TERM: Ten (10) years plus a partial first month if the Commencement Date is other than the first day of a calendar month, subject to extension as provided in Exhibit C. 1.1.17 ANNUAL AND MONTHLY BASE RENT INSTALLMENTS: $16.50 per square foot= $412,698.00 per year and $34,391.50 per month. 1.1.18 SECURITY DEPOSIT: $34,391.50 (First Month's Base Rent) 1.1.19 PERMITTED USE: office and related uses 1.1.20 BROKERS: None 1.2 EXHIBITS AND SCHEDULES: The exhibits and schedules listed below in this Section are incorporated in this Lease by reference and are to be construed as part of this Lease. EXHIBIT A: Floor Plan of Premises EXHIBIT B: Rules and Regulations EXHIBIT C: Renewal Option Rider EXHIBIT D: Third Floor Space SCHEDULE 3.1: Work Letter SCHEDULE 11.1.6: Insurance Declarations SCHEDULE 12.5: Purchase And Sale Agreement 2 TBM/2 8546/26/786928v5 10/23/06-HRT/ ARTICLE 2 PREMISES AND TERM 2.1 PREMISES: Subject to and with the benefit of the provisions of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, Tenant's Space in the Building located on the Lot, excluding exterior faces of exterior walls, the common facilities and building service fixtures and equipment serving exclusively or in common other parts of the Building. Tenant's Space, with such exclusions, is referred to in this instrument as the "Premises". The Lot and the Building are sometimes referred to in this instrument as the "Property". 2.1.1 Tenant shall have, as appurtenant to the Premises, the right to use in common with others entitled thereto, subject to reasonable rules of general applicability to tenants of the Building from time to time made by Landlord of which Tenant is given notice, common facilities included in the Building or on the Lot, including use of the parking areas, as set forth below to the extent from time to time designated by Landlord and the Building and service fixtures and equipment serving the Premises. 2.1.2 Tenant shall have use of the parking areas provided for the common use of all tenants and their guests, subject to rules and regulations which may be promulgated by Landlord from time to time. 2.1.3 Landlord reserves the right from time to time, without unreasonable interference with Tenant's use, (a) to install, repair, remove, use, maintain and relocate for service to the Premises and to other parts of the Building or either building, service fixtures and equipment wherever located in the Building and (b)to alter or relocate any other common facility, including the parking areas, provided that substitutions are substantially equivalent or better. 2.2 TERM: To have and to hold for the term beginning on the Commencement Date and ending on the Expiration Date (the "Term"), unless sooner terminated as provided in Section 7.1 or in Article 9. See Section 4.1 below relative to the Rent Commencement Date. The Term may be extended as set forth on Exhibit C attached hereto and made a part hereof. ARTICLE 3 CONSTRUCTION 3.1 DELIVERY OF PREMISES: Landlord shall deliver the Premises to Tenant with the Premises finished as described in Schedule 3.1. 3.2 ACCESS: Landlord shall permit Tenant access for installing equipment and furnishings in the Premises prior to the Commencement Date when it can be done without material interference with remaining work. Such access shall be subject to the provisions of this Lease, except for payment of Base Rent. Tenant shall indemnify and save Landlord harmless from and against any and all loss, liability, damage, cost and expense, including reasonable attorneys' 3 TBM/2 8 5 46/26/7 86 92 8v5 10/23/06-HRT/ fees and costs, claimed for or actually arising from, growing out of or related to any act, negligence or failure to act of Tenant or anyone entering the Premises or Building with Tenant's permission. The provisions of this Section shall survive the termination of this Lease. 3.3 GENERAL PROVISIONS APPLICABLE TO CONSTRUCTION: All construction work required or permitted by this Lease, whether by Landlord or by Tenant, shall be done in a good and workmanlike manner and in compliance with all applicable laws and all lawful ordinances, regulations and orders of governmental authority and insurers of the Building. Either party may inspect the work of the other at reasonable times and shall promptly give notice of observed defects. Landlord shall have no further obligation to fund or complete construction work once the Landlord's obligations contained in Section 3.1 have been fulfilled. 3.4 REPRESENTATIVES: Each party authorizes the other to rely in connection with their respective rights and obligations under this Article 3 upon approval and other actions on the party's behalf by Landlord's Representative in the case of Landlord or Tenant's Representative in the case of Tenant or by any person designated in substitution or addition by notice to the relying ply. 3.5 TENANT ALTERATIONS: Tenant shall not make any changes or alterations to the Premises after the Rent Commencement Date without Landlord's prior written consent; and shall not in any event make unauthorized structural changes or additions to the Building or Premises or changes or additions to the heating, ventilating and air conditioning or other systems of the Building, consent to which may be withheld by Landlord in its sole discretion. Landlord may require Tenant to provide demolition and/or lien and completion bonds in form and amount satisfactory to Landlord. All Tenant alterations shall be accomplished in a good and workmanlike manner at Tenant's sole expense, in conformity will all Applicable Laws, by a licensed and bonded contractor approved in advance by Landlord, such approval not to be unreasonably withheld or delayed. Upon completion of any such work, Tenant shall provide Landlord with "as built" plans, copies of all construction contracts, and proof of payment for all labor and materials. Any Tenant alterations to the Premises made by or installed by either party hereto will remain upon and be surrendered with the Premises and become the property of Landlord upon the expiration or earlier termination of this Lease without credit to Tenant; provided, however, Landlord, at it option, may require Tenant to remove any additions and/or repair any alterations to restore the Premises to the condition existing at the time Tenant took possession, with all costs of removal or alterations to be borne by Tenant. This clause will not apply to moveable equipment, furniture or moveable trade fixtures owned by Tenant if(a) such equipment, furniture and trade fixtures are not then subject to any other rights, liens and interests of Landlord, or(b) Tenant is not then in default. 3.6 NO LIENS: Tenant shall pay promptly, when due, the entire cost of any work done on the Premises by Tenant, its agent, employees or independent contractors. Tenant shall have no authority or power, express or implied, to create or cause any construction lien or mechanics' or materialmen's lien or claim of any kind against the Premises, the Property or any portion thereof. Tenant will promptly cause any such liens or claims to be released by payment, bonding or otherwise within thirty (30) days after request by Landlord, and will indemnify Landlord against losses arising out of any such claim including, without limitation, legal fees and . TBM/28546/26/786928v5 4 10/23/06-HRT/ court costs. NOTICE IS HEREBY GIVEN THAT LANDLORD WILL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIAL FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS WILL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES. TENANT WILL DISCLOSE THE FOREGOING PROVISIONS TO ANY CONTRACTOR ENGAGED BY TENANT PROVIDING LABOR, SERVICES OR MATERIAL TO THE PREMISES. ARTICLE 4 RENT 4.1 . RENT: Tenant agrees to pay, without any offset or reduction whatever (except as made in accordance with the express provisions of this Lease), to Landlord fixed rent equal to one twelfth (1/12) of the annual installments of Base Rent (as described in Section 1.1.17 above) in equal installments in advance on the first day of each calendar month of the Term. The payment of the first month's rent shall be made on the Term Commencement Date. The Base Rent shall be applicable for the Term commencing on the Commencement Date (the "Rent Commencement Date"). Base Rent for a first or last, partial month shall be prorated and the first or last Lease Year shall, if so applicable, be greater than 12 months. Tenant shall pay, with each payment of Rent, all sales and other applicable taxes which may be due or payable thereon. 4.2 OPERATING COSTS AND TAXES: 4.2.1 As used in this Section, these words and terms shall have the following meanings: (a) "Base Year" shall mean the twelve (12) month period commencing on the Term Commencement Date. (b) "Operating Costs" shall mean all costs incurred and expenditures made by Landlord in the operation and management of the Building and the Lot, including management and maintenance of the parking areas, exclusive of financing expenses, as determined in accordance with generally accepted accounting principles. Operating Costs include, without limitation, the cost of cleaning, security and janitorial service (including costs of materials and equipment); maintenance and repairs to the Property (including snow removal, landscaping, repair of heating and air conditioning equipment, elevators and other Building components); payments under all service contracts relating to the operation and maintenance of the Property; management fees; wages, salaries; benefits, payroll taxes and unemployment compensation insurance for employees of Landlord or any contractor of Landlord engaged in the cleaning, operation, maintenance or security of the Property; insurance relating to the Property; legal fees related to the management of tenants and operations of the Property; auditing expenses; any capital expenditure made by Landlord following the Commencement Date for the purpose of reducing other operating expenses or complying with any governmental requirement so long as such 5 TBM/28546/26/786928v5 10/23/06-HRT/ expenditure is amortized in accord with generally accepted accounting principles, provided however, that no other capital expenditure shall be deemed an Operating Cost for purposes hereof; payments other than Taxes (as hereinafter defined) (including, but not limited to, water and sewer charges, special assessments and other user fees), supplies and all other expenses customarily incurred in connection with the operation of buildings similar to the Building. (c) "Taxes" shall mean all payments, all taxes, assessments and betterments levied, assessed or imposed by any governmental or regulatory authority upon or against the Property or payments in lieu therefor. If, at any time during the Term, any tax or excise on rents or other taxes, however described, are levied or assessed against Landlord with respect to the rent reserved hereunder, either wholly or partially in substitution for real estate taxes assessed or levied on the Property, or payments in lieu thereof, such tax or excise on rents shall be included in Taxes; however, Taxes shall not include franchise, estate, inheritance, succession, capital levy, transfer, income or excess profits taxes assessed on Landlord. (d) "Operating Cost Escalation Statement" shall mean statements in writing signed by Landlord setting forth the amounts payable by Tenant for a specified calendar year or other computation period pursuant to this Section. Tenant may request an audited statement. (e) "Tax Escalation Statement" shall mean statements in writing signed by Landlord setting forth the amounts payable by Tenant for a specified calendar year or other computation period pursuant to this Section. (f) "Tenant's Proportionate Share" shall mean a fraction, the numerator of which shall be the gross rentable square footage of the Premises and the denominator of which shall be the gross rentable square footage of the Building. Tenant's Proportionate Share is agreed to be that shown in Article I. Tenant's Proportionate Share shall be subject to change from time to time as and if the gross rentable square footage of either the Premises or the Building changes. If the Property is a multi-building project and any tax expense, insurance expense, or other Operating Cost is not assessed separately or charged specifically to the Building, but is charged against the Property as a whole, Landlord shall reasonably determine the portion of such Operating Costs chargeable to Tenant. 4.2.2 Commencing with the first month after the end of the Base Year, Tenant shall pay to Landlord an amount equal to Tenant's Proportionate Share of any increase in the Taxes over the Base Year Taxes (the "Tax Cost Excess"). Such amount or amounts shall be estimated by Landlord and due in monthly installments, together with Tenant's payments of Base Rent. At the end of each calendar year, Landlord shall compute the actual Tax Cost Excess, and shall inform Tenant of the amount in the Tax Escalation Statement. As an example, if the Base Year Taxes are $50,000.00 and the Taxes for the twelve(12)months following the Base Year are $55,000.00, the Tax Cost Excess would be $5,000.00 and Tenant's Proportionate Share would be $1,595.00 (31.9% of$5,000.00). Tenant shall be given a credit against its payment of any future Tax Cost Excess for any overpayment of Taxes that shall have been paid up to the time of such statement. If Tenant has underpaid, then Tenant shall pay the balance due to Landlord within TBM/28546/26/786928v5 6 10/23/06-HRT/ thirty (30) days of the date of the Tax Excess Statement, unless the statement is rendered at the end of the Term, in which case any underpayment due Landlord will be paid by check at the time Tenant delivers the Premises to Landlord, and any overpayment due Tenant will be promptly refunded by Landlord. If this Lease shall commence or terminate in the middle of a calendar year, Tenant shall be liable for only that portion of the Tax Cost Excess in respect of such calendar year represented by a fraction, the numerator of which is the number of days of the Term which fall within the calendar year and the denominator of which is three hundred sixty-five(365). 4.2.3 Commencing with the first month after the end of the Base Year, Tenant shall pay to Landlord an amount equal to Tenant's Proportionate Share of any increase in Operating Costs over the Base Year Operating Costs (the "Operating Cost Excess"). Such amount or amounts shall be estimated by Landlord and due in monthly installments, together with Tenant's payments of Base Rent. At the end of each calendar year, Landlord shall compute the actual Operating Cost Excess (in the same manner as the computation of the Tax Cost Excess described above), and shall inform Tenant of the amount in the Operating Cost Escalation Statement. Tenant shall be given a credit against its payment of any future Operating Cost Excess for any overpayment of Operating Costs that shall have been paid up to the time of such statement. If Tenant has underpaid, then Tenant shall pay the balance due to Landlord within thirty (30) days of the date of the Operating Cost Excess Statement, unless the statement is rendered at the end of the Term, in which case any underpayment due Landlord will be paid by check at the time Tenant delivers the Premises to Landlord, and any overpayment due Tenant will be promptly refunded by Landlord. If this Lease shall commence or terminate in the middle of a calendar year, Tenant shall be liable for only that portion of the Operating Cost Excess in respect of such calendar year represented by a fraction, the numerator of which is the number of days of the Term which fall within the calendar year and the denominator of which is three hundred sixty- five (365). 4.2.4 If, after Tenant shall have made any payment of Tax Cost Excess to Landlord pursuant to this Section, Landlord shall receive a refund of any portion of Taxes paid by Tenant during the Term hereof as a result of abatement of such Taxes by legal proceedings, settlement or otherwise, Landlord shall pay or credit to Tenant the Tenant's share of the refund (less the proportional, pro rata expenses, including attorney's fees and appraiser's fees, incurred in connection with obtaining any such refund), as related to Taxes paid by Tenant to Landlord with respect to any portion of the Term for which a refund is obtained. Tenant shall have no right to seek or to control any abatement, dispute, or other proceedings with any other governmental agency or entity. 4.2.5 Any disputes arising with respect to the amount of any payment due under this Section shall, upon request by either party, be finally determined by a court of competent jurisdiction in Miami-Dade County, Florida. Tenant shall pay all of its costs and expenses of litigation, and if said litigation determines that the amount stated in the Tax Escalation Statement or Operating Cost Escalation Statement is not more than ten percent (10%) above the Tax Cost Excess or the Operating Cost Excess, respectively, as billed to Tenant, Tenant shall also pay all of Landlord's costs and expenses of litigation, including, without limitation, the fees of experts and reasonable attorneys'fees. Any obligation of Tenant under this Section which shall not have been 7 TBM/28546/26/786928v5 10/23/06-HRT/ paid at the expiration of the Term shall survive such expiration and shall be paid when and as the amount of same shall be determined together with interest thereon at the prime rate of interest then currently charged by Bank of America, N.A. (or, if applicable, its successors) plus 2% from the date the sum was first due to Landlord. 4.2.6 The additional rent required to be paid by Tenant under this Section, together with the Base Rent and any other sums due Landlord under this Lease, is hereinafter collectively called the "Rent". 4.3 PAYMENTS: All payments of Rent shall be made to Managing Agent, or to such other person as Landlord may from time to time designate. 4.4 LATE CHARGES: If any Base Rent or other payment due under this Lease is not received by Landlord within ten (10) days of the due date of such payment, Tenant shall pay in addition to such payment a late charge equal to the greater of 5% of the payment which is past due or Two Hundred Fifty Dollars and No/100 ($250.00). If any payment due from Tenant shall remain overdue for more than ten (10) days, interest shall accrue daily on the past due amount from the date such amount was due until paid or judgment is entered at a rate equivalent to the lesser of eighteen percent (18%) per annum or the highest rate permitted by law. Interest on the past due amount shall be in addition to and not in lieu of the five percent (5%) or $250.00 late charge or any other remedy available to Landlord. 4.5 ELECTRICITY: Tenant shall pay for all electricity consumed in Tenant's Space. The consumption shall be measured by an independent meter installed specifically for the Premises. The meter shall be in the name of Tenant, who shall have sole responsibility for paying this expense directly to the utility company. The consumption of electricity for common areas will be paid for by Landlord, and included in Operating Costs. ARTICLE 5 LANDLORD'S OBLIGATIONS 5.1 LANDLORD'S SERVICES DURING THE TERM: Landlord shall perform the following during the Term. 5.1.1 Building Services: Landlord will furnish the following services to Tenant, the cost of which shall be included in Operating Costs: (a) Cleaning of the common areas of the Building on Monday through Friday, except for national, state and local holidays and for weekends, including holiday weekends; (b) Automatically operated passenger elevator service and water at those points of supply provided for general use of its tenants; 8 TBM/2 8 5 46/2 6/7 8692 8v5 10/23106-HRT/ (c) Freight elevators on an "as available" basis for incidental use by Tenant; (d) Maintenance and repair of the exterior of the Building and the Building grounds, including shrubbery and the parking lot area; and (e) Security service for the Building. 5.1.2 Additional Building Services: Landlord shall furnish, solely at Landlord's election, through Landlord's employees or independent contractors, reasonable additional Building operation services upon reasonable advance request of Tenant at equitable rates from time to time established by Landlord to be paid by Tenant. 5.1.3 Repairs: Except as otherwise provided in Article 7, Landlord shall make such repairs to the roof, exterior walls, floor slabs and common facilities of the Building as may be necessary to keep them in serviceable condition. Landlord agrees to pay the costs of necessary repairs and replacements to fixtures in Tenant's space (exclusive of Tenant's personal property), unless damage was caused by the negligence or fault of Tenant, its employees, agents or invitees, in which event Tenant shall be responsible for said costs, which Landlord may charge to Tenant as additional rent. 5.2 QUIET ENJOYMENT: Landlord has the right to make this Lease and Tenant, on paying the rent and performing its obligations hereunder, shall peacefully and quietly have, hold and enjoy the Premises throughout the Term without any manner of hindrance or molestation from Landlord or anyone claiming under Landlord, subject, however, to all the terms and provisions hereof. Landlord shall not be liable to Tenant, which shall have no recourse against Landlord, by reason of interference with quiet enjoyment caused by other tenants. 5.3 INTERRUPTIONS: 5.3.1 Landlord shall not be liable to Tenant for any compensation or reduction of Rent by reason of inconvenience or annoyance or for loss of business arising from power losses or shortages or from the necessity of Landlord's entering the Premises for any of the purposes in this Lease authorized, or for repairing the Premises or any portion of the Property. In case Landlord is prevented or delayed from making any repairs, alterations or improvements, or furnishing any service or performing any other covenant or duty to be performed on Landlord's part, by reason of any cause reasonably beyond Landlord's control, Landlord shall not be liable to Tenant therefor, nor shall Tenant be entitled to any abatement or reduction of rent by reason thereof, nor shall the same give rise to a claim in Tenant's favor that such failure constitutes actual or constructive, total or partial, eviction from the Premises. 5.3.2 Landlord reserves the right to stop any service or utility system when necessary by reason of accident or emergency or until necessary repairs have been completed. Except in case of emergency repairs, Landlord will give Tenant reasonable advance notice of any contemplated stoppage and will use reasonable efforts to avoid unnecessary inconvenience to Tenant by reason thereof. 9 TBM/28546/26/786928v5 10/23/06-IIRT/ ARTICLE 6 TENANTS COVENANTS 6.1 TENANT'S COVENANTS DURING THE TERM: Tenant covenants during the Term and such further time as Tenant occupies any part of the Premises, to do and perform the following matters. 6.1.1 Tenant's Payments: Tenant shall pay, when due, (a) all Base Rent and additional rent, (b) all taxes which may be imposed on Tenant's personal property in the Premises (including, without limitation, Tenant's fixtures and equipment) regardless to whomever assessed, (c) all sales taxes which may be imposed on the payment by Tenant of Base Rent and/or additional rent due hereunder, (d) all charges for telephone, electricity and other utility services (including service inspections therefor) rendered to the Premises and separately metered or billed TO Tenant, and (e) as additional rent, all charges of Landlord rendered pursuant to Section 4.2 hereof and any other sums due Landlord pursuant to this Lease, as applicable. 6.1.2 Repairs and Yielding Up: Tenant shall keep the Premises in good order, repair and condition, reasonable wear only excepted; at the expiration or termination of this Lease, Tenant shall peaceably yield up the Premises and all changes and additions therein in such order, repair and condition. Subject to the provisions of Section 3.5, Tenant shall remove all personal property of Tenant, and any items required to be removed by Landlord pursuant to Section 3.5 or otherwise, repairing all damage caused by such removal and restoring the Premises and leaving them clean and neat. Any property remaining on the Premises may, at Landlord's discretion, be removed, destroyed, sold, stored or otherwise disposed of at Tenant's cost. 6.1.3 Occupancy and Use: Tenant shall, continuously from the Commencement Date, use and occupy the Premises only for the Permitted Use, and shall not injure or deface the Premises or Property, and shall not permit in the Premises any auction, sale, nuisance or the emission from the Premises of any objectionable noise or odor, nor any use which is improper, offensive, contrary to law or ordinances, or liable to invalidate or increase the premiums for any insurance on the Building or its contents or liable to render necessary any alteration or addition to the Building, nor cause the violation of any laws, ordinances, building codes, rules or regulations, any order or judgment, permit or license, of any federal, state or local governmental or regulatory entity having jurisdiction over or application to the Property, including but not limited to the Board of Fire Underwriters and the Americans with Disabilities Act and all regulations and orders promulgated to such act (collectively, "Applicable Laws"); Tenant warrants that all improvements or alterations of the Premises made by Tenant or Tenant's employees, agents or contractors, either prior to Tenant's occupancy of the Premises or at any time during the term of this Lease, will comply with all Applicable Laws. Tenant will procure at its own expense all permits and licenses required for the transaction of its business in the Premises. 6.1.4 Hazardous Materials: Throughout the Term, Tenant shall prevent the presence, use, generation, release, discharge, storage, disposal, or transportation of any 10 TBM/28546/26/786928v5 10/23/06-HRT/ Hazardous Materials (as hereinafter defined) on, under, in, above, to, or from the Premises other than in strict compliance with Applicable Laws. For purposes of this provision, the term "Hazardous Materials" will mean and refer to any wastes, materials, or other substances of any kind or character that are or become regulated as hazardous or toxic waste or substances, or which require special handling or treatment, under any Applicable Laws. If Tenant's activities at the Premises or Tenant's use of the Premises(a) results in a release of Hazardous Materials that is not in compliance with Applicable Laws or permits issued thereunder; (b) gives rise to any claim or requires a response under common law or Applicable Laws or permits issued thereunder; (c) causes a significant public health effect; or (d) creates a nuisance, then Tenant shall, at its sole cost and expense: (i) immediately provide verbal notice thereof to Landlord as well as notice to Landlord in the manner required by this Lease, which notice shall identify the Hazardous Materials involved and the emergency procedures taken or to be taken; and (ii) promptly take all action in response to such situation required by Applicable Laws, provided that Tenant shall first obtain Landlord's approval of the remediation plan to be undertaken. 6.1.5 Rules and Regulations: Tenant shall comply with the Rules and Regulations set forth in Exhibit B and all other reasonable Rules and Regulations hereafter made by Landlord, of which Tenant shall have been notified, for the care and use of the Property. 6.1.6 Safety Appliances: Tenant shall keep the Premises equipped with all safety appliances required by law or ordinance or any other regulation of any public authority because of any use made by Tenant and to procure all licenses and permits so required and, if requested by Landlord, shall do any work so required because of such use, it being understood that the foregoing provisions shall not be construed to broaden in any way Tenant's Permitted Use. 6.1.7 Assignment and Subletting: Tenant shall not, without the prior written consent of Landlord, assign this lease, make any sublease or permit occupancy of the Premises or any part thereof by anyone other than Tenant, voluntarily or by operation of law (it being understood that Landlord shall not unreasonably withhold or delay its consent herein required). Tenant shall, as additional rent, reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting. No consent by Landlord shall affect the continuing liability of Tenant (which, following assignment, shall be joint and several with the assignee), and no consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance. Any permitted assignee, subtenant or other occupant must deliver a written instrument to Landlord, in form and substance reasonably satisfactory to Landlord, by which such assignee, subtenant or other occupant agrees to be bound by and assume all obligations of Tenant under this Lease relating to the portion of the Premises acquired by such assignee, subtenant or other occupant. Any attempted assignment, subleasing or other occupancy not approved by Landlord as required by this Subsection 6.1.7 shall be void and a default under this Lease; any net income (after commercially reasonable brokerage fees and out of pocket costs of leasing) which is payable to Tenant in connection with such subleasing or assignment or occupancy, in excess of the sums due Landlord by Tenant under this Lease, shall be payable one-half to Landlord, and one-half may be retained by Tenant. 11 TBM/28546/26/786928v5 10/23/06-HRT/ 6.1.8 Loading: Tenant shall not place a load upon the Premises exceeding an average rate of fifty (50) pounds of live load per square foot of floor area, and shall not move any safe, vault or other heavy equipment in, about or out of the Premises, except in such manner and at such times as Landlord shall in each instance approve. Tenant's business machines and mechanical equipment which cause vibration or noise that may be transmitted to the Building structure or to any other leased space in the Building shall be placed and maintained by Tenant in settings of cork, rubber, spring or other types of vibration eliminators sufficient to eliminate such vibration or noise. 6.1.9 Landlord's Costs: In case Landlord shall, without any fault on its part, be made party to any litigation commenced by or against Tenant or by or against any parties in possession of the Premises or any part thereof claiming under Tenant, Tenant shall pay, as additional rent, all costs including, without implied limitation, reasonable attorneys' fees incurred by or imposed upon Landlord in connection with such litigation and, as additional rent, shall also pay all such costs and fees incurred by Landlord for any obligations of Tenant under this Lease. 6.1.10 Tenant's Property: All the furnishings, fixtures, equipment, effects and property of every kind, nature and description of Tenant and of all persons claiming by, through or under Tenant which, during the continuance of this Lease or any occupancy of the Premises by Tenant or anyone claiming under Tenant, may be on the Premises or elsewhere in the Property shall be at the sole risk and hazard of Tenant, and if the whole or any part thereof shall be destroyed or damaged by fire, water or otherwise, or by leakage or bursting of water pipes, steam pipes, or other pipes, by theft or from any other cause, no part of said loss or damage is to be charged to or to be borne by Landlord unless located off the Premises and due to the willful act or gross negligence of Landlord. 6.1.11 Holdover: Tenant shall pay to Landlord twice the total of the Base Rent and additional rent then applicable for each month or portion thereof, in the event that Tenant shall retain possession of the Premises or any part thereof after the termination of this Lease, whether by lapse of time or otherwise, and shall also pay all damages sustained by Landlord on account thereof. The provisions of this Subsection shall not operate as a waiver by Landlord of any right of re-entry provided in this Lease, at the option of Landlord exercised by written notice given to Tenant while such holding over continues. Such holding over shall, at Landlord's option, exercised by written notice at any time during the holding over, constitute an extension of this Lease for a period of one (1) year. ARTICLE 7 CASUALTY AND TAKING 7.1 CASUALTY AND TAKING: In case during the Term all or any substantial part of the Premises, the Building or Lot or any one or more of them, are damaged materially by fire or any other cause, this Lease shall terminate at Landlord's election, which may be made, notwithstanding that Landlord's entire interest may have been divested, by notice given to Tenant within sixty (60) days after the occurrence of the event giving rise to the election to.terminate, 12 TBM/28546/26/786928v5 10123/06-HRT/ which notice shall specify the effective date of termination which shall not be less than thirty (30) nor more than sixty (60) days after the date of the notice of such termination. In case during the Term all or any substantial part of the Premises shall be taken by eminent domain, then either Landlord or Tenant may within.sixty (60) days after receipt of notice of such taking by notice in writing to the other terminate this Lease as of the date of actual physical taking of possession under such taking. If in any such case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence to put the Premises, or, in the case of taking, what may remain thereof (excluding any items installed or paid for by Tenant, which Tenant may be required or permitted to remove), into proper condition for use and occupation to the extent permitted by the net award of insurance or damages and applicable laws then in effect and a just proportion of the Base Rent and additional rent according to the nature and extent of the injury shall be abated until the Premises or such remainder shall have been substantially completed by Landlord in such condition, and in case of a taking which permanently reduces the area of the Premises, a just proportion of the Base Rent and additional rent shall be abated for the remainder of the Term and an appropriate adjustment shall be made to the annual estimated Operating Costs. 7.2 RESERVATION OF AWARD: Landlord reserves to itself any and all rights to receive awards made for damages to the Premises, Building or Lot and the leasehold hereby created, or any one or more of them, accruing by reason of exercise of eminent domain or by reason of anything lawfully done in pursuance of public or other authority. Tenant hereby releases and assigns to Landlord all Tenant's rights to such awards, and covenants to deliver such further assignments and assurances thereof as Landlord may from time to time request, hereby irrevocably designating and appointing Landlord as its attorney-in-fact to execute and deliver in Tenant's name, it being agreed and understood, however, that Landlord does not reserve to itself and Tenant does not assign to Landlord any damages payable for (i) movable trade fixtures installed by Tenant or anybody claiming under Tenant, at its own expense, or (ii) relocation expenses recoverable by Tenant from such authority in a separate action. ARTICLE 8 RIGHTS OF MORTGAGEE 8.1 PRIORITY OF LEASE: Landlord or any mortgagee of Landlord, from time to time, shall have the option to subordinate this Lease to any mortgage or deed of trust (a "Mortgage") of the Lot or Building, or both (the "Mortgaged Premises"), provided that the holder thereof ("Mortgagee") agrees in writing to recognize the rights of Tenant under this Lease and to accept Tenant as a tenant of the Premises under the terms and conditions of this Lease in the event of acquisition of title by such holder through foreclosure proceedings or otherwise; Tenant agrees to recognize Mortgagee as Landlord in such event. The provisions of this Section 8.1 shall bind and inure to the benefit of the successors and assigns of Tenant and of Mortgagee and upon anyone purchasing the Mortgaged Premises at any foreclosure sale or otherwise. Any such Mortgage to which this Lease shall be subordinated may contain such terms, provisions and conditions as the Mortgagee deems usual or customary. 13 TBM/28546/26/786928v5 10123/06-HRT/ 8.2 LIMITATION ON MORTGAGEE'S LIABILITY: Upon entry and taking possession of the Mortgaged Premises for any purpose other than foreclosure, Mortgagee shall have all rights of Landlord and, during the period of such possession, the duty to perform all Landlord's obligations hereunder. Except during such period of possession, no such holder shall be liable, either as mortgagee or as holder of a collateral assignment of this Lease, to perform or be liable in damages for failure to perform, any of the obligations of Landlord, unless and until such holder shall enter and take possession of the Mortgaged Premises for the purpose of foreclosing a Mortgage. Upon entry for the purpose of foreclosing a Mortgage, such holder shall be liable to perform all of the obligations of Landlord, subject to the provisions of Section 3.3, provided that a discontinuance of any foreclosure proceeding shall be deemed a conveyance under the provisions of Section 10.3 to the owner of the equity of the mortgaged premises. In no event, however, shall the holder of a mortgage on the Lot and/or the Building have any duty to perform or liability with respect to Landlord's obligations under this Lease unless and until such holder acquires title to the Lot and/or Building through foreclosure or otherwise, and if such holder does so acquire title, in no event shall such holder have any duty to perform or any liability with respect to Landlord's obligations or any fact, circumstance or condition existing, arising or accruing before such acquisition of title. 8.3 MORTGAGEE'S ELECTION: Notwithstanding any other provisions to contrary contained in this Lease, if prior to substantial completion of Landlord's obligations Article 3, any holder of a first mortgage on the mortgaged premises enters and takes possession thereof for the purpose of foreclosing the Mortgage, such holder may elect, by written notice given to Tenant and Landlord at any time within ninety (90) days after such entry and taking of possession, not to perform Landlord's obligations under Article 3, and in such event such holder and all persons claiming under it shall be relieved of all obligations to perform and all liability for failure to perform said Landlord's obligations under Article 3, in which event Tenant may terminate this Lease and all its obligations hereunder by written notice to Landlord and such holder given within thirty (30) days after the day on which such holder shall have given its notice as aforesaid. 8.4 NO PREPAYMENT OR MODIFICATION: No Base Rent, additional rent, or any other charge shall be paid more than thirty (30) days prior to the due dates thereof, and payments made in violation of this provision shall (except to the extent that such payments are actually received by a mortgagee in possession or in the process of foreclosing its mortgage) be a nullity as against such mortgagee, and Tenant shall be liable for the amount of such payments to such mortgagee. No assignment of this Lease and no agreement to make or accept any surrender, termination or cancellation of this Lease and no agreement to modify so as to reduce the rent, change the Term or otherwise materially change the rights of Landlord or holder of a mortgage affecting the Premises under this Lease, or to relieve Tenant of any obligations or liability under this Lease, shall be valid, unless consented to in writing by Landlord's mortgagees of record, if any. 8.5 NO RELEASE OR TERMINATION: No act or failure to act on the part of Landlord which would entitle Tenant under the terms of this Lease, or by law, to be relieved of .Tenant's obligations hereunder or to terminate this Lease, shall result in a release or termination of TBM/28546/26/7869280 14 1 0/23/06-HRT/ such obligations or a termination of this Lease unless (i) Tenant shall have first given written notice of Landlord's act or failure to act to Landlord's Mortgagees of record, if any, specifying the act or failure to act on the part of Landlord which could or would give basis to Tenant's rights, and (ii) such Mortgagees, after.receipt of such notice, shall have failed or refused to correct or cure the condition complained of within a reasonable time thereafter, but nothing contained in this Section 8.5 shall be deemed to impose any obligation on any such Mortgagee to correct or cure any such condition. "Reasonable time" as used above means and includes a reasonable time to obtain possession of the Mortgaged Premises if the Mortgagee elects to do so and a reasonable time to correct or cure the condition if such condition is determined to exist. 8.6 CONTINUING OFFER: The covenants and agreements contained in this Lease with respect to the rights, powers and benefits of a mortgagee (particularly, without limitation thereby, the covenants and agreements contained in this Article 8) constitute a continuing offer to any person, corporation or other entity, which by accepting or requiring an assignment of this Lease or by entry or foreclosure assumes the obligations herein set forth with respect to such Mortgagee, subject to the provisions of Section 8.3, such Mortgagee being hereby constituted a party to this Lease as an obligee hereunder subject to the provisions of Section 8.3 to the same extent as though its name was written hereon as such, and such Mortgagee shall be entitled to enforce such provisions in its own name. Tenant agrees on request of Landlord to execute and deliver from time to time any agreement which may reasonably be deemed necessary to implement the provisions of this Article 8. 8.7 MORTGAGEE'S APPROVAL: Landlord's obligation to perform its covenants and agreements hereunder is subject to the condition precedent that this Lease be approved by the holder of any mortgage of which the Premises are a part and by the user of any commitment to make a Mortgage loan which is in effect on the date hereof. Unless Landlord gives Tenant written notice within fifteen (15) business days after the Effective Date that such holder or issuer, or both, disapproves or has not approved this Lease, then this condition shall be deemed to have been satisfied or waived and the provisions of this Section 8.7 shall be of no further force or effect. 8.8 SUCCESSORS OF MORTGAGEE: All of the rights and privileges of the holders of mortgages on the Lot and/or Building set forth in this Article 8 shall inure to the benefit of any such holders and their respective successors and assigns, including without limitation where applicable any purchases at foreclosure and other parties claiming title by, through or under any such holders. Where reference is made herein to foreclosure, the same rights and privileges for any such holder shall arise and the same results shall obtain if such holder instead acquires title through deed in lieu of foreclosure or otherwise. ARTICLE 9 DEFAULT 9.1 EVENTS OF DEFAULT: The occurrence of any of the following shall be deemed to be an event of default under this Lease: if any default by Tenant continues after notice, in case 15 TBM/2 8546/26/78692 8v 5 10/23/06-HRT/ of Base Rent or any additional rent, for more than ten (10) days, or in any other case for more than thirty(30) days and such additional time, if any, as is reasonably necessary to cure the default (if the default is of such a nature that it is curable but cannot reasonably be cured in thirty (30) days, Tenant has the obligation to commence to cure the default within thirty (30) days, and thereafter diligently and continuously prosecutes such cure to completion), or if Tenant or any Guarantor makes any assignment for the benefit of creditors, commits any act of bankruptcy or files a petition under any bankruptcy or insolvency law, or if such a petition is filed against Tenant or any Guarantor and is not dismissed within forty-five(45) days, or if a receiver or similar officer becomes entitled to Tenant's leasehold hereunder and it is not returned to Tenant within forty-five (45) days, or if such leasehold is taken on execution or other process of law in any action against Tenant. In the event of any default under this Lease by Tenant, then without prejudice to any other rights which it has pursuant to this Lease or at law or in equity, Landlord shall have the following rights and remedies, which are cumulative and not alternative. 9.1.1 Landlord may cancel this Lease by notice to Tenant and retake possession of the Premises for Landlord's account, or Landlord may terminate Tenant's right of possession of the Premises. Tenant shall then quit and surrender the Premises to Landlord. Tenant's liability under all of the provisions of this Lease shall continue notwithstanding any expiration and surrender, or any re-entry, repossession, or disposition hereunder, including to the extent Iegally permissible, payment of all Rent and other charges until the date this Lease would have expired had such cancellation or termination not occurred. If Landlord so elects, Rent shall be accelerated and Tenant shall pay Landlord damages in the amount of any and all sums which would have been due for the remainder of the Term, subject to the provisions of Section 9.1.5 below. 9.1.2 Landlord may enter the Premises as agent of Tenant to take possession of any property of Tenant on the Premises, to store such property at the expense and risk of Tenant or to sell or otherwise dispose of such property in such manner as Landlord may see fit without notice to, and at the expense and risk of, Tenant. Re-entry and removal may be effectuated by summary dispossess proceedings, by any suitable action or proceeding, or otherwise. Landlord shall not be liable in any way in connection with its actions pursuant to this section, to the extent that its actions are in accordance with Applicable Laws. 9.1.3 Landlord may relet all or any part of the Premises for all or any part of the unexpired portion of the Term of this Lease or for any longer period, and may accept any rent then attainable; grant any concessions of rent, and agree to paint or make any special repairs, alterations, and decorations for any new Tenant as it may deem advisable in its sole and absolute discretion. Landlord shall be under no obligation to relet or to attempt to relet the Premises. 9.1.4 Landlord may remedy or attempt to remedy any default of Tenant under this Lease for the account of Tenant and may enter upon the Premises for such purposes. No notice of Landlord's intention to perform such covenants need be given to Tenant unless expressly required by this Lease. Landlord shall not be liable to Tenant for any loss or damage caused by acts of Landlord in remedying or attempting to remedy such default and Tenant shall pay to Landlord all expenses incurred by Landlord in connection with remedying or attempting to TBM/28546/26/786928v5 16 10/23/06-HRT/ remedy such default. Any expenses incurred by Landlord shall accrue interest at the highest rate permitted by law from the date of payment by Landlord until repaid by Tenant. 9.1.5 In calculating the amounts to be paid by Tenant to Landlord pursuant to this Section 9, Tenant shall be credited with the net proceeds of any rents obtained by Landlord by reletting the Premises, after deducting all Landlord's expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, and fees for legal services. It is agreed by Tenant that Landlord may (i) relet the Premises or any part or part thereof of a term or terms which may, at Landlord's option, be equal to or less than or greater than the period which would otherwise have constituted the balance of the Term and may grant such concessions and free rent as Landlord, in its sole judgment, considers advisable or necessary to relet the same, and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary to relet the same, and no action of Landlord in accordance with the foregoing or failure to relet or to collect rent under reletting shall operate or be construed to release or reduce Tenant's liability as aforesaid. 9.1.6 So long as at least twelve (12) months of the Term remain unexpired at the time of such termination of this Lease or of Tenant's right of possession, in lieu of any other damages or indemnity and in lieu of full recovery by Landlord of all sums payable under all the foregoing provisions of this Section 9.1, Landlord may by written notice to Tenant, at any time after this Lease is terminated under any of the provisions contained in this Section 9.1 or as otherwise terminated for breach of any obligation of Tenant and before such full recovery, elect to recover and Tenant shall thereupon pay, as liquidated damages an amount equal to the aggregate of the Base Rent and additional rent accrued in the twelve (12) months ended next prior to such termination, plus the amount of Base Rent and additional rent of any kind accrued and unpaid at the time of termination and less the amount of any recovery by Landlord under the foregoing provisions of this Section 9.1 up to the time of payment of such liquidated damages. 9.1.7 Nothing contained in this Lease shall, however, limit or prejudice the right of Landlord to prove and obtain in proceedings for bankruptcy or insolvency by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to or less than the amount of the loss or damages referred to above. 9.2 COSTS: Tenant shall pay to Landlord on demand all costs incurred by Landlord, including reasonable attorneys' fees and costs at all tribunal levels, incurred by Landlord in enforcing any of the obligations of Tenant under this Lease. In addition, upon any default by Tenant, Tenant shall also be liable to Landlord for the expenses to which Landlord may be put in re-entering the Premises, reletting the Premises (including attorneys' fees and disbursements, marshal's fees, and brokerage fees, in so doing), and any other expenses reasonably incurred by Landlord. 9,3 WAIVER: No delay or omission by Landlord in exercising a right or remedy shall exhaust or impair the same or constitute a waiver of, or acquiescence to, a default. 17 TBM/28546/26/786928v5 10/23/06-IHRT/ ARTICLE 10 MISCELLANEOUS 10.1 INTERPRETATION: The titles of the Articles and Sections are for convenience and are not to be considered in construing this Lease. Whenever required by the context of this Lease, the singular shall include the plural and the plural shall include the singular. The masculine, feminine and neuter genders shall each include the other. In any provision relating to the conduct, acts or omissions of Tenant the term "Tenant" shall include Tenant's agents, employees, contractors, invitees, successors or others using the Premises, Building or Property with Tenant's expressed or implied permission. 10.2 NOTICE: Any notice, approval, consent, request, or election required or permitted to be given or made pursuant to this Lease shall be addressed, if to Landlord, at Landlord's address or at such other address as may have been specified by prior notice to Tenant, and if to Tenant, at the Premises or Tenant's address or at such other place as may have been specified by prior notice to Landlord. Any communication so addressed shall be deemed duly served if personally delivered or sent by nationally recognized overnight delivery service. 10.3 LANDLORD'S LIABILITY; CERTAIN DUTIES: The obligations of this Lease shall run with the land, and this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assignees, except that the Landlord named herein and each successive owner of the Premises shall be liable only for the obligations accruing during the period of its ownership. Neither the Landlord named herein nor any successive owner of the Premises, whether an individual, trust, a corporation or otherwise shall have any personal liability related to this Lease beyond their equity interest in the Premises, and Tenant agrees that it shall look solely to such equity interest then-owned by Landlord for collection of any judgment or any other judicial process requiring the payment of money. Whenever the Premises are owned by a trustee or trustees, the obligations of Landlord shall be binding upon Landlord's trust estate, but not upon any trustee, beneficiary or shareholder of the trust individually. Any Landlord who transfers its title or interest is relieved of all liability with respect to the obligations of Landlord under this Lease to be performed on or after the date of transfer, provided that such transfer is not for the primary purpose of avoiding such obligations. However, each Landlord shall deliver to its transferee all funds previously paid by Tenant if such funds have not yet been applied under the terms of this Lease. Landlord shall not be in default under this Lease unless Landlord (or such ground lessor, mortgagee or beneficiary) fails to cure or diligently pursue a cure of such nonperformance within thirty (30) days after receipt of Tenant's written notice or such longer time as is reasonably necessary, provided that such cure is commenced within such thirty (30) day period and thereafter pursued with reasonable diligence. 10.4 NO SURRENDER: The delivery of keys to any employee of Landlord or to Landlord's agent or any employee thereof shall not operate as a termination of this Lease or a surrender of the Premises. TBM/28546/26/786928v5 18 10/23/06-HR17 10.5 NO WAIVER: The failure of Landlord or of Tenant to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this Lease shall not be deemed a waiver of such violation nor prevent a subsequent act which would have originally constituted a violation, from having all the force and effect of an original violation, nor shall the failure of Landlord to enforce any Rules and Regulations against Tenant or any other tenant in the Building be deemed a waiver of any such Rules and Regulations. The receipt by Landlord of Base Rent or additional rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach by Landlord, unless such waiver be in writing signed by Landlord. No consent or waiver, express or implied, by Landlord or Tenant to or of any breach of any agreement or duty shall be construed as a waiver or consent to or of any other breach of the same or any other agreement or duty. 10.6 NO ACCORD AND SATISFACTION: No acceptance by Landlord of a lesser sum than the Base Rent and additional rent then due shall be deemed-to be other than on account of the earlier installment of such rent due, nor shall any endorsement or statement on any check or letter accompanying any check or payment as rent be deemed as accord and satisfaction and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such installment or pursue any other remedy in this Lease provided. All waivers must be in writing and signed by the waiving party. Landlord's failure to enforce any provision of this Lease or its acceptance of Rent shall not be a waiver and shall not prevent Landlord from enforcing that provision or any other provision of this Lease in the future. 10.7 CUMULATIVE REMEDIES: The specific remedies to which Landlord may resort under the terms of this Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which it may be lawfully entitled in case of any breach or threatened breach by Tenant of any provisions of this Lease. In addition to the other remedies provided in this Lease, Landlord shall be entitled to the restraint by injunction of the violation or attempted or threatened violation of any of the covenants, conditions or provisions of this Lease or to a decree compelling specific performance of any such covenant, conditions or provisions. 10.8 PARTIAL INVALIDITY: If any term of this Lease, or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such term to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term of this Lease shall be valid and enforceable to the fullest extent permitted by law. 10.9 LANDLORD'S RIGHT TO CURE: If Tenant shall at any time default in the performance of any obligation under this Lease, Landlord shall have the right, but not the obligation, to enter upon the Premises and to perform such obligation, notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act. All sums so paid by Landlord (together with interest at the rate of 4% per annum in excess of the then prime rate of interest being charged by a majority of the national banks in Miami, Florida); and all necessary incidental costs and expenses in connection with the performance of any such.act by Landlord, shall be deemed to be additional rent under this 19 TBM/28546/26/786928v5 10/23/06-HRT/ Lease and shall be payable to Landlord immediately upon demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. 10.10 ESTOPPEL CERTIFICATE: Tenant agrees on the Commencement Date, and from time to time thereafter upon not less than fifteen (15) days prior written request by Landlord, to execute, acknowledge and deliver to Landlord a written statement in form requested by Landlord, certifying that this Lease is unmodified and in full force and effect; that Tenant has no defenses, offsets our counterclaims against its obligations to pay the Base Rent and additional rent and to perform its other covenants under this Lease; that there are no uncured defaults of Landlord or Tenant under this Lease (or, if there have been any modifications, that this Lease is in full force and effect as modified and stating the modifications and, if there are any defenses, offsets, counterclaims or defaults, setting them forth in reasonable detail), and the dates to which the Base Rent, additional rent and other charges have been paid. Any such statement delivered pursuant to this Section 10.10 may be relied upon by any prospective purchaser or mortgagee of the Property or any prospective assignee of any such mortgagee. 10.11 FORCE MAJEURE: In any case where either party hereto is required to do any act (other than the payment of rent or other monies hereunder), delays caused by or resulting from war, civil commotion, fire, flood, other casualty, labor difficulties, shortages or other unavailability of labor, materials, equipment, energy or utility services, governmental regulations, unusually severe weather, Act of God or other causes beyond such party's reasonable control (but not the inability to pay money), shall not be counted in determining the time during which such act must be completed, and such time shall be deemed extended by such delay. In no event, however, shall the foregoing excuse the late payment of rent or any other monies due hereunder nor extend the time therefor. 10.12 WAIVER OF TRIAL BY JURY AND COUNTERCLAIMS: MEDIATION: LANDLORD AND TENANT EACH HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE. TENANT FURTHER AGREES THAT IT SHALL NOT INTERPOSE ANY COUNTERCLAIM OR COUNTERCLAIMS (EXCEPT COMPULSORY COUNTERCLAIMS) IN ANY SUMMARY PROCEEDING OR IN ANY ACTION BASED UPON NONPAYMENT OF RENT OR ANY OTHER PAYMENT REQUIRED BY TENANT UNDER THIS LEASE. UPON LANDLORD'S REQUEST, TENANT SHALL PARTICIPATE IN MEDIATION OF A DISPUTE BETWEEN LANDLORD AND TENANT; THE COST OF A MEDIATOR SHALL BE BORNE EQUALLY BY LANDLORD AND TENANT. 10.13 RADON GAS NOTICE: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. TBM/28546/26/786928v5 20 10/23/06-IHRT/ 10.14 ATTORNEYS' FEES: Wherever provision is made in this Lease for reasonable attorneys' fees, such term shall be deemed to include accountants' and attorneys' (including paralegals' and similar persons) fees and costs, whether or not litigation is commenced, including those for appellate, bankruptcy, probate, arbitration, mediation and collections proceedings. 10.15 LANDLORD'S ACCESS: Landlord shall be entitled at all reasonable times and upon reasonable notice (but no notice is required in emergencies) to enter the Premises to examine them and to make such repairs, alterations, or improvements thereto as Landlord considers necessary or reasonably desirable. Tenant shall not unduly obstruct any pipes, conduits, or mechanical or other electrical equipment so as to prevent reasonable access thereto. Landlord shall exercise its rights under this section, to the extent possible in the circumstances, in such manner so as to minimize interference with Tenant's use and enjoyment of the Premises. Landlord and its agents have the right to enter the Premises at all reasonable times and upon reasonable notice to show them to prospective purchasers, lenders, or anyone having a prospective interest in the Building, and, during the last six months of the Term or any renewal thereof, to show them to prospective tenants. Landlord may place customary "For Sale" or "For Lease" signs on the Premises, Building or Property as Landlord deems necessary. 10.16 LANDLORD'S LIEN: Landlord shall have, and Tenant grants to Landlord, a security interest in any furnishings, equipment, fixtures, inventory, accounts receivable, licenses and other personal property of any kind belonging to Tenant, or the equity of Tenant in such items, on the Premises or elsewhere. Such security interest is granted for the purposes of securing the payment of Rent and other charges, assessments, penalties, and damages required under this Lease to be paid by Tenant, and of securing the performance of all other obligations of Tenant under this Lease. The provision for a landlord's lien as described in this Section shall be in addition to, and not in substitution for, any landlord's lien and similar remedies otherwise provided by statutory or common law. Upon Tenant's default or breach of any terms and conditions of this Lease, Landlord shall have all remedies available under applicable law, including, without limitation, the right to take possession of any or all of Tenant's property and dispose of them by public or private sale in a commercially reasonable manner, or if determined by Landlord in its discretion, to store or to dispose of them without sale. 10.16.1 Landlord shall also have the right to relinquish possession of all or any portion of such furniture, fixtures, equipment and other property of Tenant to any person ("Claimant") claiming to be entitled to possession thereof who presents to Landlord a copy of any instruments represented to Landlord by Claimant to have been executed by Tenant (or any predecessor of Tenant) granting Claimant the right under various circumstances to take possession of such furniture, fixtures, equipment or other property, without the necessity on the part of Landlord to inquire into the authenticity of said instrument's copy of Tenant's or Tenant's predecessor's signature thereon and without the necessity of Landlord making any nature of investigation or inquiry as to the validity of the factual or legal basis upon which Claimant purports to act; and Tenant agrees to indemnify and hold Landlord harmless from all cost, expense, loss, damage and liability incident to Landlord's relinquishment of possession of all or any portion of such furniture, fixtures, equipment or other property to Claimant. 21 TBM/28546/26/786928v5 10123/06-1-IRT/ 10.16.2 To the extent, if any, that this Lease grants Landlord any lien or lien rights greater than provided by the laws of the State of Florida pertaining to landlord's liens, this Lease is intended as and constitutes a security agreement within the meaning of the Uniform Commercial Code as enacted in Florida (the "Uniform Commercial Code"). Landlord, in addition to the rights prescribed in this Lease, shall have a Security Interest, as that term is defined under the Uniform Commercial Code, in the items referred to in this Section 10.16 to secure the payment to Landlord of the various amounts provided for in this Lease. Tenant agrees to and shall execute and deliver to Landlord such financing statements and such further assurances as Landlord may, from time to time, consider necessary to create, perfect, and preserve the lien described and all additions, substitutions, replacements, and accessions thereto, and all proceeds of its or their sale or other disposition (under the Uniform Commercial Code, other statutory provisions, or otherwise). Landlord, at the expense of Tenant, may cause such financing statements and assurances to be recorded and re-recorded, flied and re-filed, and renewed or continued, at such times and places as may be required or permitted by law to create, perfect, and preserve such liens. In the event Tenant fails to promptly execute and return to Landlord such financing statements and other instruments as Landlord may require to create, preserve, and perfect its lien, Tenant shall and does hereby designate Landlord to act as Tenant's agent for the sole and limited purpose of executing such financing statements and other instruments and any such execution by Landlord pursuant to this Lease shall be effective and binding upon Tenant as though executed originally by Tenant. Tenant's designation of Landlord as agent hereunder shall not be subject to revocation until this Lease is terminated. 10.17 SECURITY DEPOSIT: Upon the execution of this Lease, Tenant shall deposit with Landlord a cash Security Deposit in the amount, if any, shown in Article I. The Security Deposit represents security for the faithful performance and observance by Tenant of each and every term and covenant of this Lease. Landlord may apply all or part of the Security Deposit to any unpaid rent or other charges due from Tenant or to cure any other default of Tenant. The Security Deposit shall not constitute liquidated damages. If Landlord uses any part of the Security Deposit, Tenant shall restore the Security Deposit to its full amount within ten (10) days after Landlord's written request. Tenant's failure to do so shall be a default under this Lease. No interest shall be paid on the Security Deposit. Landlord shall not be required to keep the Security Deposit separate from its other accounts and no trust relationship is created with respect to the Security Deposit. Any portion of the Security Deposit which shall not have been applied as provided in this Lease, or shall not be required to repair the Premises after Tenant vacates the Lease, shall be returned to Tenant after the final calculation and payment of the Tax Excess and the Operating Cost Excess for the last calendar year of the Term. 10.18 INCORPORATION OF PRIOR AGREEMENTS., MODIFICATIONS: This Lease is the only agreement between the parties pertaining to this Lease of the Premises, Building or Property and no other agreements either oral or otherwise are effective unless embodied herein. All amendments to this Lease shall be in writing and signed by all parties. Any other attempted amendment shall be void. TBM/28546/26/786928v5 22 10/23/06-HRT/ 10.19 JOINT AND SEVERAL LIABILITY: All parties signing this Lease as Tenant shall be jointly and severally liable for all obligations of Tenant. 10.20 EXECUTION OF LEASE: Submission or preparation of this Lease by Landlord shall not constitute an offer by Landlord or option for the Premises, and this Lease shall constitute an offer, acceptance or contract only as expressly specified by the terms of this Section 10.20. In the event that Tenant executes this Lease first, such action shall constitute an offer to Landlord, which may be accepted by Landlord by executing this Lease, and once this Lease is so executed by Landlord, such offer may not be revoked by Tenant and this Lease shall become a binding contract. In the event that Landlord executes this Lease first, such action shall constitute an offer to Tenant, which may be accepted by Tenant only by delivery to Landlord of a fully executed copy of this Lease, together with a fully executed copy of any and all guaranty agreements and addendums and moneys to be delivered at time of execution, provided that in the event that any party other than Landlord makes any material or minor alteration of any nature whatsoever to any of said documents, then such action shall merely constitute a counteroffer, which Landlord, may, at Landlord's election, accept or reject. Notwithstanding that the Commencement Date may occur and the Term may commence after the date of execution of this Lease, upon delivery and acceptance of this Lease in accordance with the terms of this Lease, this Lease shall be fully effective, and in full force and effect and valid and binding against the parties in accordance with, but on and subject to, the terms and conditions of this Lease. 10.21 AUTHORITY: As a material inducement to Landlord to enter into this Lease, Tenant (and, individually, each party executing this Lease on behalf of Tenant), intending that Landlord rely thereon, represents and warrants to Landlord that: 10.21.1 Tenant and the party executing on behalf of Tenant are fully and properly authorized to execute and enter into this Lease on behalf of Tenant and to deliver this Lease to Landlord; 10.21.2 This Lease constitutes a valid and binding obligation of Tenant, enforceable against Tenant in accordance with the terms of this Lease; 10.21.3 Tenant is duly organized, validly existing and in good standing under the laws of the state of Tenant's organization and has full power and authority to enter into this Lease, to perform Tenant's obligations under this Lease in accordance with the terms of this Lease, and to transact business in the state in which the Premises are located; and 10.21.4 The execution of this Lease by the individual or individuals executing this Lease on behalf of Tenant, and the performance by Tenant of Tenant's obligation under this Lease, have been duly authorized and approved by all necessary corporate or partnership action, as the case may be, and the execution, delivery and performance of this Lease by Tenant is not in conflict with Tenant's bylaws or articles of incorporation (if a corporation), agreement of partnership (if a partnership), and other charters, agreements, rules or regulations governing Tenant's business as any of the foregoing may have been supplemented or amended in any manner. . 23 TBM/28546/26/786928v5 10/23/06-HRT/ 10.22 FLORIDA LAW: This Lease shall be governed by the laws of the State of Florida. 10.23 COUNTERPART: This Lease may be executed in more than one copy, each counterpart of which shall be deemed an original and any of which shall be deemed to be complete of itself and may be introduced into evidence or used for any purpose without the production of the other counterpart or counterparts. 10.24 TIME IS OF THE ESSENCE: Time is of the essence of this Lease and all provisions contained herein. 10.25 APPROVAL OF PLANS AND SPECIFICATIONS: Neither review nor approval by or on behalf of Landlord of any T enant's plans nor any plans and specifications for any Tenant alterations or any other work shall constitute a representation or warranty by Landlord, any of Landlord's beneficiaries, the managing agent of the Building or Property or any of their respective agents, partners or employees that such plans and specifications either(i) are complete or suitable for their intended purpose, or (ii) comply with Applicable Laws, it being expressly agreed by Tenant that neither Landlord, nor any of Landlord's beneficiaries, nor the managing agent of the Building or Property nor any of their respective agents, partners or employees assume any responsibility or liability whatsoever to Tenant or to any other person or entity for such completeness, suitability or compliance. 10.26 RELATIONSHIP: Landlord and Tenant disclaim any intention to create a joint venture, partnership or agency relationship. 10.27 BROKER'S FEE: Tenant covenants, represents and warrants that Tenant had no dealings or negotiations with any broker, or Agent other than the broker(s) designated in Article I, in connection with the consummation of this Lease. Landlord agrees to pay any commissions due Broker as set forth separately between Broker and Landlord. Tenant and Landlord covenant and agree to hold harmless and indemnify each other from and against any and all costs, expenses (including reasonable attorneys' fees before trial, at trial, on appeal and in bankruptcy) or liability for any compensation, commissions, or charges claimed by any broker or agent claiming by or through the indemnitor with respect to this Lease or the negotiation thereof. 10.28 RIDERS AND EXHIBITS: All Riders and Exhibits attached to this Lease and all Addendums attached to this Lease and executed by both Landlord and Tenant shall be deemed to be a part of and are hereby incorporated in this instrument. 10.29 SURVIVAL: Tenant's ongoing or unfulfilled obligations shall survive the termination of this Lease, including but not limited to payment of additional rent adjustments which may be calculated and billed after the termination of the Lease. 24 TBM/2 8 546/26/78 6 9 2 8v 5 10/23/06-HRT/ ARTICLE 11 INSURANCE AND INDEMNITY 11.1 TENANTS INSURANCE: Tenant shall throughout the term (and any other period when Tenant is in possession of the Premises) carry and maintain, at its sole cost and expense, the following types of insurance, which shall provide coverage on an occurrence basis, with respect to the Premises, in the amounts specified and in the form hereinafter provided for: 11.1.1 Commercial General Liability Insurance. Commercial general liability insurance with a combined single limit of not less than $2,000,000.00 per occurrence (General Aggregate - $2,000,000; Products Aggregate - $2,000,000) for bodily injury and property damage insuring against legal liability of the insured with respect to said Premises or arising out of the maintenance, use or occupancy thereof. Said insurance shall_include, but not be limited to, independent contractor liability, products and completed operations coverage, and the Broad Form Commercial General Liability Endorsement, including personal injury and advertising liability, contractual liability and premises medical payments. 11.1.2 Automobile Liability Insurance. Comprehensive automobile liability insurance with a limit of not less than $1,000,000.00 per occurrence for bodily injury, $500,000.00 per person and $100,000.00 property damage for both owned and non-owned vehicles. 11.1.3 Umbrella Liability Insurance. Tenant shall also carry and maintain commercial umbrella liability insurance with a limit of not less that $5,000,000.00 per occurrence. 11.1.4 Property Insurance. "Special Risk" property insurance including plate glass coverage on a replacement cost basis, with coverage equal to not less than one hundred percent (100%) of the full replacement value of all personal property, decorations, trade fixtures, furnishings, equipment, alterations, leasehold improvements and betterments made by Tenant, and all other contents located or placed therein. 11.1.5 Workers' Compensation and Employees' Liability Insurance. Workers' Compensation Insurance covering all employees of Tenant, as required by the laws of the State where the Premises are located and Employees' Liability coverage subject to a limit of no less than $100,000 each employee, $100,000 each accident, and $1,000,000 policy limit. 11.1.6 Policy Form. All policies referred to above shall: (i) be taken out with underwriters licensed to do business in Florida and a "Best Rating" of "A" or "A+" (ii) name Landlord and the property manager, or their successors, as additional insured; (iii) be non- contributing with, and shall apply only as primary and not as excess to any other insurance available to Landlord or any mortgagee of Landlord; (iv) contain an undertaking by the insurers to notify Landlord and any other additional insured by certified mail not less than thirty (30) days prior to any material change, cancellation, or termination; and (v) provide that a defense against . the primary insured shall not be a defense against.payment to the additional insureds. Binding 25 TBM/28546/26/786928v5 10/23/06-HRT/ certificates of insurance with endorsements attached or, if required by a mortgagee, copies of such insurance policies certified by an authorized officer of Tenant's insurer as being complete and current, shall be delivered to Landlord promptly upon request. If a) Tenant fails to take out or to keep in force any insurance referred to in this Section 11, or should any such insurance not be approved by either Landlord or any mortgagee, and b) Tenant does not commence and continue to diligently cure such default within forty-eight (48) hours after written notice by Landlord to Tenant specifying the nature of such default, then Landlord has the right without assuming any obligation in connection therewith, to effect such insurance at the sole cost of Tenant and all outlays by Landlord shall be paid by Tenant to Landlord without prejudice to any other rights or remedies of Landlord under this Lease. Tenant shall not keep or use in the Premises any article which may be prohibited by any fire or casualty insurance policy in force from time to time covering the Premises or the Building. Notwithstanding anything in the foregoing to the contrary, the insurance coverages and amounts described in the Declarations attached hereto as Schedule 11.1.6 are acceptable to Landlord for purposes of compliance with this Section 11. 11.2 INDEMNIFICATION OF THE PARTIES: Tenant hereby agrees to indemnify, defend and hold harmless Landlord from and against any and all liability for any loss, injury or damage, including, without limitation, all costs, expenses, court costs and reasonable attorneys' fees, imposed on Landlord by any person whomsoever, that occurs (i) in the Premises, except for any such loss, injury or damage that is caused by or results from the gross negligence or willful misconduct of Landlord, its employees or agents; or (ii) in the Building or anywhere on the Property and that is caused by or results from the negligence or willful misconduct of Tenant, its employees, agents or contractors. The commercial liability insurance that Tenant is required to carry pursuant to Section 11.1 of this Lease shall include coverage of the foregoing contractual indemnity. Landlord hereby indemnifies Tenant from, and agrees to hold Tenant harmless against, any and all liability for any loss, injury or damage, including, without limitation, all costs, expenses, court costs and reasonable attorneys' fees, imposed on Tenant by any person whomsoever, that occurs in the Building or anywhere on the Property and that is caused by or results from the gross negligence or willful misconduct of Landlord or its employees or agents. The provisions of this paragraph shall survive the expiration or any termination of this Lease. 11.3 RELEASE AND WAIVER OF SUBROGATION RIGHTS: The parties hereto, for themselves and anyone claiming through or under them, hereby release and waive any and all rights of recovery, claim, action or cause of action, against each other, their respective agents, directors, officers and employees, for any loss or damage that may occur to the Premises or the Building, and to all property, whether real, personal or mixed, located in the Premises or the Building, by reason of any cause against which the releasing party is actually insured or, regardless of the releasing party's actual insurance coverage, against which the releasing party is required to be insured pursuant to the provisions of this Lease. This release and waiver shall apply regardless of the cause or origin of the loss or damage, including negligence of the parties hereto, their respective agents and employees. Each party agrees to provide the other with reasonable evidence of its insurance carrier's consent to such waiver of subrogation. This Section 11.3 supersedes any provision to the contrary which may be contained in this Lease. TBM/28546/26/786928v5 26 10/23/06-HRT/ ARTICLE 12 OPTION TO PURCHASE 12.1 Option. In consideration of One Hundred Dollars ($100.00) (the "Option Payment"), in hand paid to Landlord by Tenant, receipt of which is hereby acknowledged by Landlord, Landlord hereby gives and conveys to Tenant the exclusive right and option to purchase the Property, commencing from the date of these presents and continuing until and including January 31, 2007. 12.2 Purchase Price. The purchase price for the Property shall be the sum of Twelve Million and 00/100 Dollars ($12,000,000.00), payable all in cash, bank check or certified check at the closing of the transfer of title. The Option Payment shall be credited to the purchase price at the closing. 12.3 Adjustments. All adjustments shall be as of the date of closing of the transfer of title in the manner prescribed by the rules and customs of the Dade County Bar Association. 12.4 Title. The transfer of title by Landlord to Tenant shall be by warranty deed, containing the usual covenants, and free and clear of all liens, encumbrances and deed or other restrictions or rights of record, but subject to all leases and tenancies then in effect. 12.5 Exercise. Tenant shall exercise this option no later than January 31, 2007 by giving Landlord written notice to that effect in the manner set forth in Section 10.2 hereof. At the time of such exercise, Tenant shall execute and deliver to Landlord a Purchase and Sale Agreement in the form attached hereto as Schedule 12.5. 12.6 Closing. If Tenant exercises this option, the closing of the transfer of title shall take place on the sixtieth (60th) day thereafter at a mutually agreeable location in Dade County, Florida, or on such other date and at such time as the Tenant and Landlord shall agree subsequent to the exercising of this option by Tenant. The time of performance of the parties' obligations hereunder is of the essence. 12.7 Termination. If Tenant does not exercise this option to purchase for any reason, the parties' obligations hereunder shall be null and void, and both parties shall be relieved of any liability hereunder. In such event, Landlord shall retain all payments or monies paid to it. ARTICLE 13 TEMPORARY SPACE 13.1 Third Floor Space. Until the space on the fourth floor of the Building is ready for occupancy by the Tenant, Landlord agrees that Tenant may occupy approximately 4,105 square feet of space on the third floor of the Building, as described on Exhibit D attached hereto. Tenant's occupancy of said space may commence on November 1, 2006 and Tenant shall not be charged any Base Rent, Taxes or Operating Expenses for said space prior to the fourth floor 27 TBM/28546/26/7869280 10/23/06-HRT/ becoming ready for Tenant's occupancy. If Tenant desires to vacate the third floor space once the fourth floor space becomes available, Tenant shall provide Landlord with 30 days prior written notice thereof. If Tenant fails to provide the foregoing notice of its intent to vacate the third floor, said premises shall automatically become part of the Premises on the Commencement Date and should be subject to all the terms and conditions of this Lease, including those relating to Base Rent (which shall be adjusted to account for the additional third floor space), Taxes and Operating Costs. • 28 TBM/28546/26/786928v5 10/23/06-HRT/ EXECUTED as a sealed instrument as of the day and year first above written. LANDLORD: TOWN CENTER O-L I, L.L.C., a Wit / Florida limited liability company 461\ .4116.16101......._ I. By: Tow - •- , c., /f ∎ / Its anagi '_ jib- Z� By: Kg1110 - - [ Z Dennis C. Stackhouse, President TENANT: CITY OF OPA-LOCKA Witness: /ii.i.. -iii'. B / - y e: I s: _a4,4_, - r ,.1i- _ . i„ATTEST TO: Approved as to form and legal sufficiency: C Deborah Sheffield Irby ?ikte4rie , Jon, I City Clerk City Attorne• /6/231d .e) /0/0 5/Xs Dati Date( 29 TBM128546/26/786928v5 10/23/06-HRT/ EXHIBIT A FLOOR PLAN TBM128546/26/786928v5 10/23/06-HRT/ r - W � II E N� =tt 2 �o ■•o v.1 ppo �� 8 Q 1 . n i I A a •_ 1 N I ' I�!t(1 M a s mi ,.r.4 • • ■ NA ,E ill 5 Sii f E _i Iifi 111111 E Ej - L7 1 gg E q \' —D • ❑ Ui • • ■ a' il>1 n 2 o 0 II € 1 i 00 >KT ! Ai • • • • Q= ■ .. r , ,i I AI i ' i 11111111 .,, ifIlllli O °d • OI I E 0E1 1 ii a 41! . ._.. oo L al aid . p, — I i I I I I I!� II■■ I I . .P i . II it ❑ Ii I�I Ig 1 11,11/7 CI im 0 ,9.„9„Q Q (; 1 CD RI W II x 1 z � II0_ 11161rnna 6A 1 • 0 7- a it 010101,6 gl 111111 1 1lI1118llI "NI r ❑ ! 17 ►i 0 0 Ili EXHIBIT B RULES AND REGULATIONS 1. The entrance, lobbies, passages, corridors, elevators, and stairways shall not be encumbered or obstructed by Tenant, Tenant's agents, servants, employees, licensees, and visitors, nor be used by them for any purpose other than for ingress and egress to and from the Premises. The moving in or out of all safes, freight, furniture or bulky matter of any description must take place during the hours which Landlord may determine from time to time. Landlord reserves the right to inspect all freight and bulky matter to be brought into the Building and exclude from the Building all freight and bulky matter which violates any of these Rules and Regulations or the Lease of which these Rules and Regulations are a part. 2. No curtains, blinds, shades, screens, or signs other than those furnished by Landlord shall be attached to, hung in, or used in connection with any window or door of the Premises without the prior written consent of the Landlord. Said consent shall not be unreasonably withheld and shall be consistent with other establishments of similar nature. 3. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made in existing locks or the mechanism thereof without the prior written consent of the Landlord. Tenant must, upon the termination of its tenancy, restore to Landlord all keys of offices and toilet rooms either furnished to or otherwise procured by Tenant; and in the event of the loss of any keys so furnished, Tenant shall pay to Landlord the cost thereof. 4. Canvassing, soliciting and peddling in the Building or on the Lot are prohibited, and Tenant shall cooperate to prevent same. 5. Tenant may request heating and/or air conditioning during other periods in addition to normal working hours by submitting its request in writing to the Building Manager's office no later than 2:00 P.M. of the preceding workday (Monday through Friday) on forms available from the Building Manager. The request shall clearly state the start and stop hours of the "off-hour" service. Tenant shall submit to the Building Manager a list of personnel who are authorized to make such requests. Charges are to be determined by the Building Manager on the additional hours of operation, as shall be fair and reasonable and reflect the additional operating costs involved. 6. Tenant shall comply with all security measures from time to time established by Landlord for the Building. 7. Tenant shall have the right to install within the Premises, at its sole expense, such a sign or signs as may be reasonable and appropriate under the circumstances. All such signs shall be located within the glass line of the Building and in accordance with all applicable zoning codes, building codes and related rules, regulations and ordinances. Tenant shall TBM/2 8 5 46/26/7 8 692 8v5 10/23/06-HRT/ obtain and pay for all necessary permits and licenses. As a condition hereto, Tenant shall submit to Landlord a graphic and written description of each proposed sign prior to its installation for Landlord's approval. Landlord's approval of any sign will not be unreasonably withheld or delayed. 8. Tenant shall have reasonable access to the elevators within the Building for the purpose of transporting furniture to the Premises; provided such use shall not be permitted to interfere with normal and usual use of the elevators by other tenants and their visitors. Tenant shall be responsible for any damage done to the elevators or other areas of the Building in connection with the transportation of said products and shall promptly repair any damage caused thereto. 9. All garbage and refuse shall be deposited in the kind of container specified by Landlord, and shall be placed outside the Premises prepared for collection in the manner and at the times and places specified by Landlord and in accordance with all governmental regulations. If Landlord shall provide or designate a service for picking up refuse and garbage, Tenant shall use same at Tenant's cost. 10. No radio or television aerial or other similar device shall be installed without first obtaining in each instance Landlord's consent in writing. No aerial shall be erected on the roof of the Building or any exterior walls of the Premises, or on the grounds, without in each instance, the written consent of Landlord. Any aerial so installed without Landlord's written consent may be removed by Landlord at any time and Landlord shall not be liable to Tenant for such removal including any damage to property caused during the removal. 11. Tenant and its employees shall park their cars in those portions of the parking areas designated by Landlord. 12. The plumbing facilities shall not be used for any other purpose than that for which they are constructed, and no foreign substance of any kind shall be thrown therein, and the expenses of any breakage, stoppage, or damage resulting from a violation of this provisions shall be borne by Tenant, who shall, or whose employees, agents or invitees shall have caused same. 2 TBM/28546/26/786928v5 10/23/06-HRT/ EXHIBIT C RENEWAL OPTION RIDER A. Landlord hereby grants Tenant the option to renew (the "Renewal Option") the initial Term (not to include, for purposes of this Rider only, any Renewal Term(s), as hereinafter defined) for one (1) additional term of one hundred twenty (120) months (the "Renewal Term"), commencing as of the date immediately following the expiration of the initial Term, such option to be subject to the covenants and conditions set forth in this Rider. If Tenant duly exercises its right to the Renewal Term, Landlord may elect that Tenant shall execute a lease on Landlord's then- current lease form, to be applicable to the Renewal Term. B. Tenant shall give Landlord written notice (the "Renewal Notice") of Tenant's election to exercise its Renewal Option not less than one hundred eighty (180) days prior to the expiration of the then-current term of the Lease; provided that Tenant's failure to give the Renewal Notice by said date, whether due to Tenant's oversight or failure to cure any existing defaults or otherwise, shall render the Renewal Option null and void. C. Tenant shall not be permitted to exercise the Renewal Option at any time during which Tenant is in default under the Lease, subject to applicable notice and grace periods (if any). If Tenant fails to cure any default under the Lease prior to the commencement of the Renewal Term, subject to applicable notice and grace periods, the Renewal Term shall be immediately canceled, unless Landlord elects to waive such default, and Tenant shall forthwith deliver possession of the Premises to Landlord as of the expiration or earlier termination of the then- current term of the Lease. D. Tenant shall be deemed to have accepted the Premises in "as-is" condition as of the commencement of the Renewal Term, subject to any other repair and maintenance obligations of Landlord under the Lease, it being understood and agreed that Landlord shall have no additional obligation to renovate or remodel the Premises or any portion of the Building as a result of Tenant's renewal of the Lease. E. The covenants and conditions of the Lease in force during the original Term, as the same may be modified from time to time, shall continue to be in effect during the Renewal Term, except as follows: (1) The "Commencement Date" for the purpose of the Lease shall be the first day of the Renewal Term. (2) The Base Rent for each year of the Renewal Term shall be the Base Rent for the immediately preceding year increased by the difference in the CPI Index(All Cities) for the calendar month immediately preceding the applicable lease year over that for the same calendar month of the prior year. In no event shall Base Rent for any year of the Renewal Term be less than the amount of Base Rent for the immediately preceding year. TBM/28546/26/786928v5 10/23/06-HRT/ (3) Following expiration of the Renewal Term as provided herein, Tenant shall have no further right to renew or extend the Lease. F. Tenant's option to renew the Lease shall not be transferable by Tenant, except in conjunction with a permissible transfer in accordance with the applicable provisions of the Lease. 2 TBM/28546/26/786928v5 10/23/06-HRT/ EXHIBIT D THIRD FLOOR SPACE TBM/28546/26/786928v5 10/23/06-HRT/ !ou qol al°P Aq pyyo Aq u*o.tp apas 1/0 N1014'101301-WdQ Aq al op suorsrnat °u Me ni-rot NU ten-isa-rot in 133211S NV14213HSI4 OOL roIm'ssM'A7leainro ;avi nn4% CO/Zt/6 383 38J -°'•.--o/' MNO 7131N33 NM01 381 LO/Ll/Z L 10/9/Z1 ovum 213d t •9NI'N 1.3o MOW31N1 ar.9NMINrl/379dS 3dJ ZO/I.lib ZO/b/4 OW3W 83d Z ,31 0.a'� �� A321 O 3W3H3S 9 210014 33NOA)MOM VO121o14 141f1OS D83 eo/s/L NYld 3SIA38 C Se3+-669-SOS ILVal 9719-1116-40f-131 I-V NVId-Ndf14 V U0014 dO-03 HlnOA e 1NVN31 Ir ww Deli 40/ZL/Z 33rdS 1r AV I, MK raaoii w Soz WAS 2104 S301440 O3SOd0tld 38J 40/4/13 3Drd5 'Irony c 'aria 3NAr3S1a ZOO N. 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W I. 1 41.1 1t' a g O g t co Ltd D 1 .JI gm J N. 74 Et, > C 6ri R Sponsored by: Commissioner Holmes RESOLUTION NO. 13-8655 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA, TO AUTHORIZE AND DIRECT THE CITY MANAGER TO PRICE MODULAR TRAILERS FOR TEMPORARY RELOCATION OF CITY OFFICES NOW LOCATED AT TOWN CENTER; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE WHEREAS,the City of Opa-locka will be relocating from Town Center to an alternative location,which may include modular offices; and WHEREAS,the City Commission of the City of Opa-locka,desires to relocate the offices to some suitable accommodation,which may include temporary modular trailers;and WHEREAS,the City Commission of the City of Opa-locka,desires the City Manager to get cost estimates of modular trailers for use as temporary office space,as soon as possible,for possible relocating. NOW,THEREFORE,BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA: Section 1. The recitals to the preamble herein are incorporated by reference. Section 2. The City Commission of the City of Opa-locka, Florida,hereby directs and authorizes the City Manager to price modular trailers to relocate various city offices to be accomplished by October 1,2013. Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 24`h day of July, 2013. Resolution No. 13-8655 YRA T LOR MAYOR Attest to: Approved as t+ form and legal sufficiency: 4 • C)-kiciAs.---) 404 I , / J)1< a Flores � -�� S 'eller City Clerk /REES.POON MARDER, PA ity A omey Moved by: COMMISSIONER JOHNSON Seconded by: COMMISSIONER HOLMES Commission Vote: 5-0 Commissioner Holmes: YES Commissioner Johnson: YES Commissioner Santiago: YES Vice-Mayor Kelley: YES Mayor Taylor: YES Sponsored by: City Manager RESOLUTION NO. 13-8665 A RESOLUTION OF THE CITY OF OPA-LOCKA, FLORIDA INDICATING THE OFFICIAL INTENT OF THE CITY TO ISSUE OBLIGATIONS,TO FINANCE,TOGETHER WITH OTHER LEGALLY AVAILABLE FUNDS OF THE CITY,THE COST OF ACQUISITION, IMPROVEMENT AND EQUIPPING OF A BUILDING OR PORTION THEREOF TO BE USED FOR CITY PURPOSES, INCLUDING FOR ADMINISTRATIVE OFFICES AND/OR LEASE TO THIRD PARTIES, AND THE COSTS RELATED OR INCIDENTAL THERETO,FUNDING NECESSARY RESERVES FOR SUCH OBLIGATIONS,AND PAYING COSTS OF ISSUANCE OF SUCH OBLIGATIONS AND TO USE A PORTION OF THE PROCEEDS OF SUCH OBLIGATIONS TO REIMBURSE EXPENDITURES PAID OR INCURRED PRIOR TO THE DATE OF ISSUANCE THEREOF: PROVIDING FOR INCORPORATION OF RECITALS;PROVIDING FOR AN EFFECTIVE DATE WHEREAS,the City of Opa-locka,Florida(the"City")intends to issue Obligations(the "Obligations") to finance, together with other legally available funds of the City, the cost of acquisition, improvement and equipping of a building or portion thereof to be used for City purposes, including for administrative offices and/or lease to third parties,and the costs related or incidental thereto(collectively,the "Project"), funding necessary reserves for the Obligations and paying costs of issuance of the Obligations; and WHEREAS, a portion of the costs of the Project may be paid or incurred before the Obligations are issued in anticipation of the reimbursement of such expenditures from proceeds of the Obligations; and WHEREAS, section 1.150-2 of the Federal income tax regulations requires the City to officially declare its intent to use proceeds of any Obligations,the interest on which is intended to be exempt from federal income tax for purposes of the Income Tax Code of 1986, as amended (the "Tax-Exempt Obligations"), to reimburse expenditures paid prior to issuance thereof as a prerequisite to the proceeds thereof being treated as used for reimbursement purposes. 1 Resolution No. 13-8665 NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF OPA-LOCKA, FLORIDA that: Section 1. The recitals to the preamble herein are incorporated by reference. Section 2. The City intends to issue the Obligations in an amount,at a minimum,that is necessary to finance the costs of the Project,all or a portion of which may be issued as Tax-Exempt Obligations.Notwithstanding anything to the contrary herein,the City may elect to issue Obligations to finance all or a portion of the Project on a taxable basis,in addition to,or in lieu of, issuing the Tax-Exempt Obligations. Nothing herein shall be construed as requiring the City to issue the Obligations. Section 3. The maximum principal amount of the Tax-Exempt Obligations expected to be issued to finance the Project is $12,000,000. Section 4. This resolution shall take effect immediately upon adoption PASSED AND ADOPTED this 30th day of July,2013. - / '+• T.$ OR MAYOR Attest to: •-• -tA)\--)`—‘ anna Flores ity Clerk Approved as • form and legal suffici- cy: ATP ;1 . t. A. Jose�hr'-t er 'V G ENSP 1 ON MARDER PA City;Attorne 2 Resolution No. 13-8665 Moved by: COMMISSIONER HOLMES Seconded by: VICE MAYOR KELLEY Commission Vote: 4-0 Commissioner Holmes: YES Commissioner Johnson: NOT PRESENT Commissioner Santiago: YES Vice-Mayor Kelley: YES Mayor Taylor: YES 3