John T. Marshall Senior Director Commercal Brokerage

INVITATION TO NEGOTIATION # 01-003

FOR

LEASE OF CLASSROOM AND OFFICE SPACE IN THE DESIGN DISTRICT, WYNWOOD OR DOWNTOWN MIAMI, FLORIDA

STATEMENT OF OBJECTIVE: This is an Invitation to Negotiate (ITN) for Classroom and Office Space in The Design District, Wynwood or Downtown Miami, Florida to enable the Florida International University Board of Trustees (FIU) to enter into an agreement with a landlord to lease space for an FIU off-campus site.

ITN DOCUMENT: This ITN includes the following:  Cover Page  Business Terms and Specifications  Invitation to Negotiate Process  Appendix I  Appendix II  Lease Agreement Form

PROPOSAL SUBMISSION: Please prepare your response to this ITN to include the following: completed and signed cover page, the Business Terms and Specifications form in either bold and italicized or redlined format, restating all terms and conditions contained, completed and signed Appendix I, completed and signed Appendix II, and any applicable addenda, completed and signed. August 9, 2010 Page 2

BUSINESS TERMS AND SPECIFICATIONS

BUILDING OWNERSHIP/FINANCING/ MANAGEMENT: Please provide an overview of the ownership group and the respective percentage of each shareholder/partner/member.

Please indicate the property’s lender(s), if any, and confirm whether the Lease is subject to Lender approval. If Lender approval is required please provide specifics on the timing and process.

Please provide the name of the present management company for the Building.

BASIC LEASE INFORMATION

USE: Shall mean executive and general offices, including but not limited to educational facilities, the use of lecture rooms, class rooms, design studios, conference rooms and computer facilities, employee kitchen and related facilities and other legally permitted use consistent with the characteristics of a first-class office Building in Miami, Florida. Landlord represents that Tenant’s use for the building is consistent and allowable under current zoning regulations.

PREMISES: (I) It is anticipated that Tenant’s requirement will be approximately 12,000 – 15,000 RSF.

(II) Please provide a proposal illustrating the Premises requirement of 12,000 – 15,000 RSF. Please specify location and provide corresponding floor plan.

(III) Please provide the Building’s common area factor expressed as “add-on” factor for a single-tenant floor and multi-tenant floor.

SPACE ENCUMBRANCE: Please provide an affirmative statement that the Area outlined by the Landlord specific to this proposal is completely unencumbered. In the event other Tenants in the building possess any rights to the area, please provide a detailed overview of such rights/options specific to timing and terms.

LEASE COMMENCEMENT: Tenant desires to occupy the premises by November 1, 2010. Please set forth details in regards to expected timing and delivery of the premises assuming a Lease is fully executed by October 15, 2010 and that the Landlord shall be responsible for the delivery of the improved premises.

The Lease Commencement date shall be fourteen (14) days after substantial completion of the Premises which shall include all of tenant August 9, 2010 Page 3

improvements. Substantial completion shall include a Certificate of Occupancy for the Premises. During such fourteen (14) day period, Tenant shall have the right to occupy the Premises, move furniture, equipment and perform any infrastructure improvements not required to be completed as a condition of receiving a Certificate of Occupancy.

TERM/RENT: Please provide the gross full service rent for the following term:

Five (5) year term subject to Tenant’s Early Termination rights

RENTAL CONCESSIONS: Please state rent or operating expense abatement period.

OPERATING EXPENSES AND REAL PROPERTY TAX: Tenant requires a calendar 2011 Base Year reflecting a fully assessed and 100% occupied Building. Base Year operating expenses shall be adjusted for initial service contracts and warranties. Tenant will pay its proportionate share of any increase of operating expenses over the Base Year capped at 3%, for controllable expenses (to be defined in the lease as all operating expenses other than insurance, taxes and utilities), from the previous year. All capital repairs, replacement and improvements shall be the sole responsibility of Landlord and the cost thereof shall not be included in the definition of operating expenses. Landlord shall provide and pay for (a) structural repairs, including the roof, exterior walls, windows and foundations; (b) structural repairs and replacement of the parking garage and all other exterior improvements and including common areas of the Building; and (c) replacement of all base building HVAC and electrical/mechanical/plumbing and life safety systems and equipment. Tenant shall not be required to reimburse Landlord for the above.

Please provide the Building’s anticipated operating expense and real estate tax budget, and line item breakdown thereof, for the first calendar year in which the building will be operational. Please also illustrate the gross up of the building demonstrating 100% occupancy.

PROPERTY INSURANCE: Please outline the Building’s present property and liability insurance coverage including windstorm, the policy term, and the scheduled deductibles. Please list current underwriters. We reserve the right for our Insurance representatives to review the coverage and policies.

TENANT OPTIONS AND RIGHTS

OPTIONS TO EARLY TERMINATE OR REDUCE SPACE: Tenant requires the option to terminate the Lease for all or any portion of the Premises, as Tenant shall elect, after the first year of the lease with one (1) year prior written notice. Such cancellation penalty shall be the August 9, 2010 Page 4

unamortized value of the Tenant Improvement paid by Landlord and Brokerage Fees, and shall be amortized on a straight line basis with no interest imputed thereon.

In the event of Tenant’s election to reduce space, the defined reduced space shall be required to be leasable to a third party tenant pursuant to the applicable building and fire codes as established by the appropriate governmental entity(s).

EXPANSION RIGHTS: Tenant requests a continuous Right of First Refusal for any contiguous floors where Tenant’s Premises are located at the same terms and conditions under Tenant's lease or at the same terms and conditions of any bona fide written acceptable offer, whichever is less. In the event Tenant exercises an Expansion Right, the term shall be coterminous with Tenant’s initial Lease Term. Tenant shall have fifteen (15) working days (after its receipt of written notice from the Landlord) to notify Landlord of its intention to lease the space. If Tenant elects not to lease such space, Landlord may offer such space to third parties upon the same terms and conditions as contained in Landlord's prior written notification to Tenant. Prior to offering such space to third parties upon different terms and conditions than offered to Tenant, Landlord will first offer the space to Tenant upon such newly proposed terms and conditions, in the manner set forth above.

OPTION TO RENEW: Tenant shall have two (2) five (5) year options to renew its lease for all or part of the Premises by delivering to Landlord, no less than six (6) months and no more than twelve (12) months prior to the expiration, Tenant’s written notice of its election to extend. The rental rate for the renewal term shall be at the lesser of the then current rental rate or ninety-five percent (95%) of the then current fair market rate for the Premises. (“Fair Market Rate”).

In determining the Fair Market Rate, Landlord shall consider all elements affecting the lease transaction, including but not limited to, Tenant’s credit worthiness, Tenant may not require an improvement allowance or rental abatement typical of a new tenant, and that Landlord shall not lose rent because of any marketing or construction time. No later then ten (10) days following Landlord’s receipt of the Election Notice Landlord shall notify Tenant in writing of Landlords determination of the Fair Market Rate. If Landlord and Tenant cannot agree upon the Fair Market Rate for the Extensive Term within thirty (30) days thereafter (“The Negotiation Period”), Tenant shall within ten (10) days after the Negotiation Period elect in writing to either (i) withdraw its Election Notice, in which case the then-current term shall not be extended or (ii) proceed with Arbitration with each party equally sharing the costs thereof.

For the option term, the base year operating expense will be adjusted to reflect the then current base year, or the following year at tenant’s discretion.

At the beginning of the renewal term, the Landlord shall recover the floors, and recover or repaint the walls with materials equivalent in quality and quantity to those installed or used in the initial tenant finishes. August 9, 2010 Page 5

ASSIGNMENT & SUBLEASE RIGHT: Tenant shall have the right to sublet or assign all or part of the premises at any time with Landlord's consent, which shall not be unreasonably withheld or delayed. No consent shall be required for an assignment or sublet to any entity controlling, controlled by or under common control with Tenant.

Landlord shall have no recapture rights and shall not share in profit resulting from an assignment or sublet.

LANDLORD RELOCATION RIGHT: Landlord shall not have the right to relocate Tenant during the initial term of the Lease or any renewal period thereof.

INTERIOR IMPROVEMENTS & RELATED PROVISIONS

SPACE PLANNING: Landlord shall make its architect available to develop at least 3 alternative space plans from which a final approved space plan will be signed off by the tenant. at Landlord’s sole cost and expense. Landlord shall contract directly with said Architect for these services.

BASE BUILDING DRAWINGS: Landlord shall provide a CAD Version 10 set of base Building drawings (architectural and engineering/MEP) for the Building and Premises to be used by Tenant. There shall be no charge to for these drawings.

In the event the base Building drawings provided by Landlord differ from the actual “as-built” conditions of the base Building, Landlord shall be responsible for any expenses (hard and soft construction and construction related expenses) or delays incurred by Tenant as a result of such differences.

TENANT ALLOWANCE: Please outline Tenant Improvement Allowance as provided by Landlord. The costs of Tenant Improvements shall include architectural & engineering fees, specialty consultants including but not limited to acoustical and lighting specialists, permitting and expeditor fees, construction of interior improvements including millwork, built-in furniture, furniture systems, data cabling and wiring, telecommunications systems, relocation expenses and other expenses associated with fitting out a new Premises and the relocation to a new Building. Any unused Tenant Improvement Allowance shall be applied to rent due under the Lease.

CONSTRUCTION OF TENANT IMPROVEMENTS: Tenant requires the Landlord hold the contract with the general contractor.

Tenant’s initial plans shall be subject to Landlord’s approval which shall not be unreasonably withheld or delayed. Landlord shall provide August 9, 2010 Page 6

approval of Tenant’s plans within seven (7) business days of Tenant’s submission of working drawings.

Landlord shall not charge Tenant any fees in connections with the construction of Tenant’s Improvements, Landlord’s reviews, approvals, or participation in the design and construction process.

Tenant and its agents, contractors, architects, etc. shall have the right without charge to use of the parking garage, loading docks, elevators, electrical systems, air conditioning, and related systems of the Building and Premises.

BUILDING SERVICES/FACILITIES/INFRASTRUCTURE

CONFERENCE FACILITY: Please describe if the Building has a common area conferencing facility. If so, please provide the number of hours on a monthly basis, at no additional expense, Landlord will commit to within the Lease for the use of such facility.

FITNESS CENTER: Please describe if the Building has a Fitness Center for the exclusive use of tenants in the Building. Tenant’s employees shall have full access to the Fitness Center at no additional cost or expense during the Term of the Lease and any renewal thereof.

HVAC: Tenant’s standard hours are from 7:30 A.M. until 11:00 P.M. E.S.T., Monday through Sunday.

Accordingly Tenant requires HVAC service to begin at 7:00 A.M. until 11:00 P.M. E.S.T. Monday through Sunday.

As such, please set forth details in regards to how the building will accommodate Tenant’s hours of operation.

Tenant shall have the right to place a supplemental HVAC system for Tenant’s main network telecom room.

Landlord will be responsible to ensure that the space is kept within a66 – 70% relative humidity levels and mold and mildew free.

PARKING: Tenant requires a ratio of four (4) parking spaces per 1,000 rentable square feet of leased space during the business hours outlined above.

Please set forth details on the cost for parking for both normal business hours and for classroom/lecture hours. It is Tenant’s expectation that parking permits for Tenant’s after hours/lecture hours use will be at a lesser cost than that during normal business hours. August 9, 2010 Page 7

Tenant shall have the right to lease additional parking spaces when available on a month-to-month basis as long as they remain available, on the same terms as prescribed above.

Please set forth details as to how visitor parking is handled at the building.

COMMUNICATIONS/ ROOF & BUILDING ACCESS: Tenant shall have the right, at no expense, to use the Building’s shafts for conduits between the Premises and the roof of the Building, and any areas within the Building designated as electrical or communications areas for the installation and maintenance of conduits and cables to extend to communications equipment located on the ground floor or the proposed generators for the Premises.

Tenant shall have the right, at no additional expense, to install and operate microwave, satellite, or other antennae communications system on the roof of the Building. Use of such roof space shall and installation of any such system thereon shall be subject to reasonable rules specified by Landlord. Tenant shall have the right to install UPS system to protect its telecommunication equipment

CABLE/SATELLITE TV: Please outline if the building has entered into any service contracts with a cable provider, and if so, please provide the name of the provider.

STORAGE SPACE: Please confirm if there is storage space in the building and if so availability thereof and the cost per usable square foot. Please state if the storage space is secure and air conditioned.

MISCELLANEOUS LEASE PROVISIONS

SIGNAGE: Tenant shall have the right to place its logo in the windows of the leased space at no additional expense. .

Tenant shall have the right to install prominent signage in the elevator lobby of its designated floor, as well as the entrance to its Premises.

BUILDING DIRECTORY: Sufficient space to be provided on the building directory at no cost to Tenant for the names of all groups occupying the space and individual corporate officers.

SECURITY DEPOSIT: Waived, subject to Landlord’s review of Tenant’s financial statements. NON-DISTURBANCE AGREEMENTS: Tenant shall be provided with full non-disturbance agreements in form and substance reasonably acceptable to Tenant from all current and future mortgagees or holders of other superior interests, if any. The August 9, 2010 Page 8

Lease shall provide for the SNDA to be executed by all parties within five (5) business days of Lease execution. In the event Landlord fails to deliver the fully executed SNDA, Tenant shall have the right, but not obligation, to cancel and terminate the Lease and Landlord shall reimburse Tenant for all actual out of pocket expenditures incurred in connection with Tenant’s legal, design and construction fees. All non- disturbance agreements shall recognize all rights of Tenant including tenant improvement allowance and all Tenant Set-Off rights including Set-Off rights arising out of Landlord’s failure to pay any allowances and commissions or perform any other monetary obligations under the Lease.

COMPLIANCE WITH LAWS: Landlord warrants that it will comply with all local codes, laws and governmental rules and regulations, including but not limited to laws applicable to FIU as an educational institution, with respect to Building and parking garage. Tenant’s initial improvements and alterations shall comply with all applicable laws relating to the Premises, but Landlord shall be responsible for any legal compliance work “triggered” by the Tenant in the course of completing the initial improvements or tenant alterations.

ADA: Landlord represents the Building and Building Parking Garage and related improvements are in compliance with the ADA, and any state or local law of similar purpose. In no event shall the costs associated with ADA compliance be included in Operating Expenses.

GENERAL: Both parties shall negotiate all terms of a lease in good faith and in a reasonable manner. Landlord acknowledges that this provision is material consideration for Tenant’s execution of a lease. Both parties recognize that neither party shall be bound to the terms of this RFP, and that Tenant and Landlord shall only be bound upon the full execution of a formal and definitive Lease.