RFP # 22-09-01 RESTAURANT LEASE AND OPERATIONS FACILITY AT 18050 COLLINS AVE

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City of Sunny Isles Beach |Request for Proposal No. 22-09-01 9 The City of Sunny Isles Beach is exempt from sales tax imposed by the State and/or Federal Government. Florida Sales Tax Exemption No. 23-00-477131-54C appears on each purchase order. Exemption certificates are available upon request. 1.35 DUTY TO DEFEND, INDEMNIFY AND SAVE HARMLESS: In consideration of the separate sum of twenty-five dollars ($25.00) and other valuable consideration, the Contractor shall defend, indemnify and hold harmless the City, its officers, agents and employees, from or on account of any injuries or damages, received or sustained by any person or persons during or on account of any operations connected with the Work described in the Contract Documents, or by or in consequence of any negligence in connection with the same; or by use of any improper materials or by or on account of any act or omission of the said Contractor or his Sub-Contractor, agents, servants or employees. The Contractor will defend, indemnify and hold harmless the City and their agents or employees from and against all claims, damages, losses and expenses including attorneys' fees arising out of or resulting from the performance of the Work, provided that any such claim damage, loss or expense (a) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than Work itself) including the loss of use resulting wherefrom and (b) is caused in whole or in part by any negligent act or omission of the Contractor, Sub-Contractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused by a party indemnified hereunder. In the event that a court of competent jurisdiction determines that Sec. 725.06 (2), F.S. is applicable to this Work, then in lieu of the above provisions of this section the parties agree that Contractor shall indemnify, defend and hold harmless the City, their officers and employees, to the fullest extent authorized by Sec. 725.06 (2) F.S., which statutory provisions shall be deemed to be incorporated herein by reference as if fully set forth herein. In the event that any action or proceeding is brought against City by reason of any such claim or demand, Contractor, upon written notice from City shall defend such action or proceeding by counsel satisfactory to City. The indemnification provided above shall obligate Contractor to defend at its own expense or to provide for such defense, at City’s option, any and all claims of liability and all suits and actions of every name and description that may be brought against City, excluding only those which allege that the injuries arose out of the sole negligence of City, which may result from the operations and activities under this Contract whether the Work be performed by Contractor, its Sub-Contractors, or by anyone directly or indirectly employed by either. 1.36 DECISIONS ON DISAGREEMENTS: The City will be the initial interpreter of the Technical Specifications. 1.37 CITY MAY TERMINATE: Default. The occurrence of any one or more of the following events shall constitute a default by Tenant under the Lease: 1.37.1 Unless previously consented in writing by Landlord, the failure of Tenant to operate the Premises with the Permitted Use for more than 30 consecutive days, other than failure to operate caused, in the reasonable opinion of Landlord, by a casualty to the Premises. 1.37.2 The failure by Tenant to make any payment of Base Monthly Rent, Percentage Rent, Impositions or any other payment required to be made by Tenant hereunder, where such failure shall continue for a period of seven (7) days. 1.37.3 Except as otherwise provided in the Lease, the failure by Tenant to observe or perform any of the non- monetary covenants, conditions, or provisions of the Lease to be observed or performed by Tenant, where such failure shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant; provided, however, that if the nature of Tenant's noncompliance is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said 30-day period and thereafter diligently prosecutes such cure to completion and the final determination thereof. 1.37.4 The admission by Tenant of its inability to pay debts as they mature. 1.37.5 Institution by or against Tenant of any bankruptcy, insolvency, reorganization, receivership or other similar proceeding involving the creditors of Tenant which, if instituted against Tenant is not dismissed within sixty (60) days after the commencement thereof; 1.37.6 The issuance or filing of any judgment, attachment, levy, garnishment or the commencement of any related proceeding or the commencement of any other judicial process upon or with respect to Tenant, all or substantially all of the assets of Tenant or the Premises. 1.37.7 Sale or other disposition by Tenant of substantially all of its assets or 1.37.8 Dissolution, merger, consolidation, termination of existence, insolvency, business failure or assignment for the benefit of creditors of or by Tenant. 1.37.9 Any material statement, representation or information made or furnished by or on behalf of Tenant to Landlord in connection with or to induce Landlord to enter into the Lease shall prove to be materially false or misleading when made or furnished. Remedies. Upon the occurrence of a default by Tenant pursuant to the foregoing Section or otherwise in under the Lease, Landlord may at any time thereafter, with or without notice or demand and without limiting Landlord in the exercise of any right or remedy which Landlord may have by reason of such default: Terminate Tenant's right to possession of the Premises by any lawful means, in which case the Lease and the term hereof shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. In such event, Landlord shall be entitled, at its option, and without notice to Tenant, to accelerate the remaining rent due and to recover from Tenant all damages incurred by Landlord by reason of Tenant's default. Maintain Tenant's right to possession of the Premises by any lawful means, in which case the Lease and the term hereof shall continue in effect whether or not Tenant shall have vacated or abandoned the Premises. In such event Landlord shall be entitled to enforce all of Landlord 's rights and remedies under the Lease, including the right to recover the rent as it becomes due hereunder.