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680-2022 RDA RESOLUTION NO 680-2022 A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY (RDA), ACCEPTING THE RECOMMENDATION OF THE CITY'S FINANCE AND ECONOMIC RESILIENCY COMMITTEE, AND APPROVING, IN SUBSTANTIAL FORM, A LEASE AGREEMENT BETWEEN THE RDA (LANDLORD) AND COLLINS 1560, LLC D/B/A LIME TREE CAFÉ (TENANT), FOR USE OF APPROXIMATELY 2,697 SQUARE FEET OF GROUND FLOOR RETAIL SPACE AT THE ANCHOR SHOPS AND GARAGE, AS AN UPSCALE FRENCH-ITALIAN FUSION CAFÉ, LOCATED AT 1560 COLLINS AVE, SUITE NOS. 1-2 (PREMISES), FOR A PERIOD OF NINE (9) YEARS AND TWO-HUNDRED AND SEVENTY-TWO (272) DAYS; AND FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO FINALIZE AND EXECUTE THE LEASE AGREEMENT. WHEREAS, the Miami Beach Redevelopment Agency (the "RDA") is a public body corporate and politic, which owns that certain project commonly known as the "Anchor Shops", containing a garage and ground floor retail spaces located in the area bounded by Washington Avenue and Collins Avenue, in the proximity of 16th Street; and WHEREAS, pursuant to a Professional Service Agreement with the City of Miami Beach (the "City"), CBRE, Inc. is authorized to provide real estate brokerage services for the City, and served as the listing agent for the ground floor retail space at the Anchor Shops, located at 1560 Collins Avenue, Suites 1-2 (Premises); and WHEREAS, as a prospective tenant for the Premises, CBRE has identified Collins 1560, LLC, a Florida limited liability company (Tenant); and WHEREAS, as part of lease negotiations, the Tenant provided a sample menu, and Letter of Intent (LOI), which are set forth as exhibits to the Redevelopment Agency Memorandum accompanying this Resolution; and WHEREAS, the Tenant executed a Letter of Intent containing the essential business terms and conditions outlined below: Premises: 1560 Collins Avenue, Suite 1-2, Miami Beach, Florida 33139; Size: Approximately 2,967 rentable square feet; Term: Nine (9) years and Two-Hundred Seventy-Two (272) days; Renewal Options: None; Lease Commencement Date, Rent Commencement Date, and Rent/Operating Expense Abatement Period: Lease Commencement Date will be the date, Landlord delivers the Premises to Tenant; Rent Commencement Date will be the Lease Commencement Date; Rent and Operating Expense Abatement period: Months 2-7 of the Lease Term; Rent Abatement period: Months 8— 18 of the Lease Term. Tenant shall be required to pay all Operating Expenses during the Rent Abatement period; Minimum Base Rent: $75.00 per rentable square foot, plus applicable sales tax; $202, 275.00 per year; $16,856.25 per month; Percentage Rent: Six percent (6%) over the natural breakpoint of$3,371,250.00 for first Lease Year, and resets again each subsequent Lease Year, based upon the Base Rent for each subsequent Lease Year; Annual Rent Increases: The Minimum Base Rental rate shall be increased by three percent (3%) annually; Lease Basis: Tenant shall pay its pro rata share of Real Property Taxes, Property Insurance and Common Area Maintenance for the Project. Tenant's pro rata share shall be determined based upon the ratio of Premises' floor area to the total floor area of all the retail space in the project; current estimate for NNN costs are $14.00 per square foot; Prepaid Rent: First month's rent, including sales tax, in the amount of$21,302.93; Security Deposit: The amount of $40,005.50 shall be due upon execution of the Lease documents, in addition to first month's rent; Guarantor: Full personal guaranty shall be required by all owners and spouses; Utilities: Tenant shall be responsible for the cost of its utilities (electricity, trash removal, and water and sewer expense); Construction Allowance: Tenant shall accept the premises in "AS-IS" condition and shall perform any necessary work at its sole cost and expense, including the installation of DERM-approved grease traps; and Use: Tenant shall use the Leased Premises solely for the purpose of operating an upscale French Italian fusion café; and will be permitted to sell liquor for on-premises consumption so long as Tenant obtains all the necessary licenses and approvals from the governing municipalities; provided that the primary use of the Premises cannot be a lounge bar or primarily serve Cuban or Latin cuisine; and WHEREAS, in the event, the Tenant desires to use the exterior area, adjacent to a portion of the Premises, Tenant shall be required to execute a Concession Agreement and the square footage allowable shall be subject to approval by the Executive Director, as well as all other governmental City approvals; with the additional square footage being subject to payment of a Concession Fee, in the amount of$30.00 per square foot, with 3% annual increases during the Term, plus applicable sales tax; and WHEREAS, the Letter of Intent was submitted at the October 31, 2022 Finance and Economic Resiliency Committee (FERC) meeting and the FERC recommended in favor of approving a new lease with Collins 1560, LLC based upon the terms and conditions outlined herein; and WHEREAS, per the Agreement with CBRE, the City will be obligated to pay a leasing commission equal to four percent (4%) of the gross aggregate base rent over the initial five years of the lease; therefore, based on the initial five-year gross aggregate base rent of $1,073,905.45, the total commission owed CBRE will be $42,956.22; and WHEREAS, the City will be paying 50% of the commission ($21,478.11) upon lease execution and 50% ($21,478.11) upon occupancy of the Premise and payment of first month's rent; and WHEREAS, based upon the competitive rental rate and the favorable lease terms, the Executive Director recommends, accepting the recommendation of the FERC and approving, in substantial form, the proposed new lease agreement, incorporated herein by reference and attached to the Redevelopment Agency Memorandum accompanying this Resolution as Composite Exhibit "E". NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY, that the Chairperson and Members of the Miami Beach Redevelopment Agency hereby accept the recommendation of the City's Finance and Economic Resiliency Committee, and approve, in substantial form, a Lease agreement between the Miami Beach Redevelopment Agency (RDA) (Landlord) and Collins 1560, LLC (Tenant), for use of approximately 2,697 square feet of ground floor retail space at the Anchor Shops and Garage, as a un upscale French- Italian fusion café, located at 1560 Collins Ave, Suites Nos. 1-2 (Premises), for a term of nine (9) years and two-hundred and seventy-two (272) days; and further authorize the Executive Director to finalize and execute the lease agreement. PASSED and ADOPTED this N day of DPCel lieK 2022. ATTEST: Dan Gelber, Chairperson DEC 2 0 2022 Rafael E. Granado, Secretary �'' APPROVED AS TO FORM & LANGUAGE p ovccioi FOR ELUTION :.iuco� = .Z^ 1 2 RCH"26 RedeGeneralvelopmCounselent Agen Date Redevelopment Agency RDA 1. MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Aline T. Hudak, City Manager DATE: December 14,2022 SUBJECT:A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY (RDA), ACCEPTING THE RECOMMENDATION OF THE CITY'S FINANCE AND ECONOMIC RESILIENCY COMMITTEE,AND APPROVING, IN SUBSTANTIAL FORM, A LEASE AGREEMENT BETWEEN THE RDA (LANDLORD) AND COLLINS 1560, LLC D/B/A LIME TREE CAFE (TENANT), FOR USE OF APPROXIMATELY 2,697 SQUARE FEET OF GROUND FLOOR RETAIL SPACE AT THE ANCHOR SHOPS AND GARAGE, AS AN UPSCALE FRENCH-ITALIAN FUSION CAFE, LOCATED AT 1560 COLLINS AVE, SUITE NOS. 1-2 (PREMISES), FOR A PERIOD OF NINE (9) YEARS AND TWO-HUNDRED AND SEVENTY-TWO (272) DAYS; AND FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO FINALIZE AND EXECUTE THE LEASE AGREEMENT. RECOMMENDATION The Administration recommends adopting the Resolution. BACKGROUND/HISTORY The Miami Beach Redevelopment Agency (the RDA (Landlord)) is the owner of approximately 2,697 square feet of ground floor retail space, located at 1560 Collins Avenue, Suites Nos.1-2, Miami Beach, Florida 33139 (the "Premises"). The retail space was most recently leased as a swimsuit shop which lease agreement terminated in April 2018. The Premises has remained vacant since. The City, on behalf of the RDA, began marketing the space for lease upon its vacancy through the services of City-approved brokerage firm, CBRE. In order to obtain current and accurate market rental data, the City relied upon a procured certified appraisal by Cushman & Wakefield, dated November 2, 2020 attached hereto as Exhibit A (Appraisal). The City also requested a Market Rent Analysis from CBRE for comparable spaces which is attac,ed hereto as exhibit B (Analysis). As contained in the Analysis,the current market rent for comparable space is$75.00 per square foot,on a triple net(NNN)basis. After negotiations, the Administration received interest from prospective tenants and has selected Collins 1560, LLC d/b/a Lime Tree Café for a French/Italian fusion dining experience. Attached hereto as Exhibit C is the Letter of Intent(LOI), containing the below basic terms and conditions of the proposal: Page 864 of 952 Premises: ±2.697 square foot Premises located at 1560 Collins Ave, Suites Nos. 1 -2, Miami Beach, FL Lease Term: The term of this Lease shall be for a period of nine (9)years and two hundred seventy-two (272) days, to remain coterminous with the adjacent restaurant (Open Vision One, LLC). Renewal Options: None. Commencement Dates& The Lease Commencement and Tender date will be the date Abatement: Landlord delivers the Premises to Tenant. The Rent Commencement Date will be the earlier of 1) one hundred eighty(180)days from Tender Date; or 2)the date any portion of the Premises opens for business. The Rent Abatement period shall be during months 2 — 12 of the Lease Term. Since Tenant is prepaying the first month's rent, Rent Abatement starts in month 2. Tenant shall be required to pay all Operating Expenses during the Rent Abatement period. Minimum Rent Initial Term Schedule: Year(s) Annual Annual Rent/S F Rent 1 $75.00 $202,275.00 Rent to increase 3% per year during the Lease Term. Sales Tax: Tenant shall pay the applicable sales tax currently equivalent to 6.5% in Miami Dade County. Prepaid Rent: Tenant shall be required to pay the first month's gross rent in the amount of$21.302.93 (inclusive of operating expenses and sales tax) which shall be due upon Tenant's lease execution. Security Deposit: The amount of $40,005.50 (subject to Landlord's review of Tenant's financials and credit report) shall be due upon Tenant's execution of the Lease documents, in addition to first month's rent. Operating Tenant shall pay its pro rata share of Real Property Taxes, Expenses: Property Insurance and Common Area Maintenance for the Project. Tenant's pro rata share shall be determined based upon the ratio of Tenant's floor area to the total floor area of all the retail space in Landlord's Parcel (to be further clarified in the Lease). Current estimate for NNN Costs are$14.00 per Page 865 of 952 square foot. Operating Expenses will be effective on the Rent Commencement Date. Concession Tenant shall be required to execute a Concession Agreement Area: and pay for use of the Concession Area, based upon $30.00 per square foot with 3% annual increases during the term of the agreement. Tenant will not be required to pay Operating Expenses in connection with the use of the Concession Area. Utilities: Tenant shall pay for all utilities within the Premises. Delivery Tenant shall accept the Premises in "As-Is" condition with no Conditions: Landlord Work. Tenant shall be responsible for the costs of any building permits, licenses, impact fees .and any other costs associated with Tenant's use. Tenant Improvement Allowance: N/A Tenant's Work: All work performed by Tenant to build out their Premises is at Tenant's cost and expense. Tenant's work is subject to Landlord's review and approval of Tenant's plan and specifications,which shall be drawn by a licensed architect if a building permit is required. All of Tenant's work shall be performed by licensed contractors and in accordance with all applicable codes. Maintenance & Landlord shall be responsible for all repairs to the foundations Repair: and for all structural components of the Project. Tenant's obligation for repairs, replacements and maintenance shall include, but not be limited to, its equipment; fixtures; improvements;floor covering;the exterior and interior portions of all doors, door locks, security gates, and windows; plumbing and sewage facilities not Landlord's obligation; walls; ceilings; and all plate glass; all electrical systems and equipment; plumbing, mechanical equipment; heating, ventilating and air-conditioning machinery. Additionally, Tenant shall maintain and keep in good repair, all heating and air- conditioning equipment. Tenant further agrees to regularly service said machinery and change the filters in the air- conditioning system in the Premises through a monthly filter and equipment service contract. Assignment.& Tenant shall not assign the lease or sublet the Premises Subletting: without the prior written consent of Landlord, which consent may be withheld at the sole and absolute discretion of the Page 866 of 952 Landlord. Permitted Use: Tenant shall use the Leased Premises solely for the purpose of an upscale French-Italian fusion café consistent with the menu with shall be attached hereto as Exhibit "A" and for no other use or purpose. Exclusive Use: N/A Six percent(6%)over the natural breakpoint of$3,371,250 for Percentage the first year. However, Percentage Rent for the first Lease Rent: Year will not be paid as Minimum Rent is abated for the first Lease Year. Sales Within fifteen (15).days after the end of each month, Tenant Reporting: shall submit to Landlord a written statement showing the gross sales of all merchandise sold and/or services rendered in or from the Leased Premises for such month, and year, as applicable. Operations: Tenant agrees that on Rent Commencement Date, it will open and continuously operate the entire Premises to the public, fully fixtured, staffed and stocked. Tenant's Per Shopping Center's Sign Criteria and approval of all Signage: necessary Governmental agencies. Tenant This proposal is subject to Landlord's review and approval of Financials: Tenant's financial statements. Guarantor(s): Full personal guaranty shall be required by all owners and spouses. Brokers: Danny Diaz with CBRE, INC. represents the Landlord, and the Tenant shall represent themselves in this transaction. Landlord shall pay a commission to CBRE in accordance with the Listing Agreement. As contained in said Letter of Intent, the Base Rental Rate is $75.00 per square foot, with three percent (3%) annual increases. The Operating Expenses for the Anchor Shops building are estimated at $14.00 per square foot for 2022. The schedule of Base Rent and Operating Expenses due over the initial term are illustrated in the following chart: Annual Monthly Annual Base Rent Annual Monthly Year Base Rent Base Rent Less Abatement OPEX OPEX 1 $202,275.00 $ 16,856.25 $ 16,856.25 $ 37,758.00 $ 3,146.50 Page 867 of 952 4 $ 221,031.35 $ 18,419.28 $221,031.35 $41,259.19 $ 3,438.27 5 $227,662.29 $ 18,971.86 $227,662.29 $42,496.96 $3,541.41 6 $234,492.16 $ 19,541.01 $234,492.16 $43,771.87 $3,647.66 7 $241,526.93 $20,127.24 $ 241,526.93 $45,085.03 $3,757.09 8 $248,772.74 $ 20,731.06 $ 248,772.74 $46,437.58 $ 3,869.80 9 $256,235.92 $21,352.99 $256,235.92 $47,830.70 $ 3,985.89 '2 Days) $ 196,676.86 $ 16,389.74 $ 196,676.86 $ 36,713.01 $3,059.42 Total $2,251,610.05 $2,066,191.30 $420,300.54 The Leasing Brokerage Commission shall be in accordance with the City-approved Brokerage Agreement: four percent (4%) of the Base Rent, payable to the Broker in two installments: fifty percent (50%) upon lease execution and fifty percent (50%) upon occupancy of the Premises by Tenant and rent commencement as illustrated in the following chart. The brokerage fees to be paid in FY 2023 will be: CBRE Commission Total Base Rent Years(1-5) $ 1,073,905.45 4% $42,956.22 Installment 1 (50%) $21,478.11 Installment 2 (50%) $21,478.11 ANALYSIS Collins 1560, LLC d/b/a Lime Tree Café (Tenant) is an affiliate to Open Vision One, LLC. On July 20, 2022, the Chairperson and Members of the Miami Beach Redevelopment Agency adopted Resolution No. 671-2022, approving a Lease in substantial form with Open Vision One, LLC for use of approximately 4,236 square feet of ground floor retail space at the Anchor Shops and Garage, for a fine dining restaurant. Collins 1560, LLC d/b/a Lime Tree Café will provide the benefit of a shared Chef to service both locations. The proposed rent structure over the nine-year lease term will bring the City an estimated $2,486,491.84. The Tenant will accept the space "as-is" and conduct a complete buildout, comprising a floor-to-ceiling remodel of the space, at the Tenant's sole cost and expense, with new hood exhaust and grease trap, which will be part of the construction of the neighboring restaurant's schedule of values.A design concept of the proposed buildout is attached hereto as Exhibit D. Finance and Economic Resiliency Committee(FERC)Recommendation This item was discussed at the October 31, 2022, Finance and Economic Resiliency Committee (FERC) meeting. The Committee recommended in favor of approving a new lease with Collins 1560, LLC containing the terms and conditions outlined above. SUPPORTING SURVEY DATA n/a Page 868 of 952 FINANCIAL INFORMATION The proposed lease represents a fiscal impact of $42,956.22, to be paid in two installments of $21,478.11 each, to be paid in FY 2023. Funding for this necessary service fee has been appropriated in the following account: 011-0534-000312. CONCLUSION The Administration recommends the Chairperson and Members of the Miami Beach Redevelopment Agency accept the recommendation from the Finance and Economic Resiliency Committee, approving a new lease agreement with Collins 1560,. LLC to bring an upscale Italian- French fusion café to the Anchor Shops and Garage. Exhibits: Resolution A -Appraisal—Cushman&Wakefield B -Market Rent Analysis-CBRE C -CBRE—Letter of Intent(LOI) D - Interior Design Concept E -Lease Agreement in Substantial Form Applicable Area South Beach Is this a "Residents Right Does this item utilize G.O. to Know" item. pursuant to Bond Funds? City Code Section 2-14? No No Legislative Tracking Facilities and Fleet Management ATTACHMENTS: Description D Exhibit A ❑ Exhibit B o Exhibit C o Exhibit D o Exhibit E ❑ Resolution Page 869 of 952 Exhibit A LUSH MAN & III 1 WAKEFIELD APPRAISAL OF REAL PROPERTY 1550 Collins Avenue, Unit 1 Miami Beach, Miami-Dade County, FL 33139 IN A MARKET RENT STUDY As of October 30, 2020 Prepared For: City of Miami Beach 1700 Convention Center Drive Miami Beach, Fl 33139 Prepared By: Cushman&Wakefield Regional, Inc. Valuation &Advisory 225 NE Mizner Blvd., Suite 300 Boca Raton, FL 33432 Cushman&Wakefield File ID: 20-48007-900422-001 CUSHMAN&WAKEFIELD REGIONAL,INC. 225 NE MIZNER BLVD.,SUITE 300 BOCA RATON,FL 33432 t max ,.:-.„, , ' �.` ` , 4 . r i ,,. • e -cy _ 1550 Collins Avenue, Unit 1 1550 Collins Avenue, Unit 1 Miami Beach, Miami-Dade County, FL 33139 Page 871 of 952 CUSHMAN&WAKEFIELD C U S H M A N & 225 NE Mizner Blvd.,Suite 300 Boca Raton,FL 33432 IIIII WAKEFIELD Tel +1 (954)771-0800 cushmanwakefield.com November 02,2020 Mr.Jimmy L. Morales City of Miami Beach CIO Fairholme Holdings LLC 1700 Convention Center Drive Miami Beach, Fl 33139 Re: Restricted Market Study Report 1550 Collins Avenue, Unit 1 Miami Beach, Miami-Dade County, FL 33139 Cushman&Wakefield File ID: 20-48007-900422-001 Dear Mr. Morales: In fulfillment of our agreement as outlined in the Letter of Engagement, we are pleased to transmit our Restricted Market Study Report which is intended to comply with the reporting requirements set forth under Standards Rule 2-2(b)of the Uniform Standards of Professional Appraisal Practice (USPAP). In accordance with USPAP, the use of this report is restricted to the client only. The report presents limited discussions of the data, reasoning, and analyses used in the appraisal process to develop the appraiser's opinion of rental rate. It may not be understood without additional information in the appraiser's work file. The depth of discussion contained in this report is specific to the needs of the client and for the intended use stated in the following pages. The subject property was not inspected by the appraiser per agreement with the client. Client: Mr. Jimmy L. Morales City of Miami Beach 1700 Convention Center Drive Miami Beach, Fl 33139 Intended User: In compliance with USPAP,the Client is the only Intended User. Intended Use: This Restricted Market Study Report was prepared for the exclusive use of the Client to determine market rent.Use of this report by others is not intended by the appraiser. Page 872 of 952 Mr.Jimmy L.Morales Cushman&Wakefield Regional, Inc. City of Miami Beach November 2,2020 Page 4 Identification of the Real Estate: 1550 Collins Avenue, Unit 1 1550 Collins Avenue, Unit 1 Miami Beach, FL 33139 Current Use: The subject property consists of a 2,250 square foot retail space that is j ! located at the corner of Collins Avenue and 16th Street in Miami Beach, FL. The space is located on the ground floor of a City of Miami Beach parking garage that was completed in 1998. The property is currently occupied and leased by Liquor Lounge Café, Inc. The lease commenced on January 1, 2009 and expires on December 31, 2020. The current rental rate is$59.21 per square foot and the tenant currently pays $7.98 per square foot in common area expenses. Based on our analysis herein,the current rental rate is considered to be below market levels, despite the current changes in market conditions due to the ongoing Covid-19 pandemic. Type of Value: Market Rent(defined later in this report) Real Property Interest Valued: Fee Simple Current Ownership: CITY OF MIAMI BEACH Based on our review of Public Records and information the subject Sales History: I j property has not transferred over the past three years. Current Disposition ! To the best of our knowledge,the property is not under contract of sale nor is it being marketed for sale. Date of Inspection: October 30, 2020 Effective Date of Value: October 30, 2020 Date of Report: ; November 02, 2020 Extraordinary Assumptions: This market rent study does not employ any extraordinary assumptions.i Hypothetical Conditions: This market rent study does not employ any hypothetical conditions. Opinion of Market Rent: $75.00 per square foot,triple net(Market Rent As-ts on October30,2020) Exposure Time: 19 to 12 months Market Study Definition A macroeconomic analysis that examines the general market conditions of supply, demand, and pricing or the demographics of demand for a specific area or property type. A market study may also include analyses of construction and absorption trends (Dictionary of Real Estate Appraisal,4th Edition, page 176). Page 873 of 952 Mr.Jimmy L.Morales Cushman&Wakefield Regional,Inc. City of Miami Beach November 2,2020 Page 5 Scope of Work Scope of work is the type and extent of research and analyses involved in an assignment. To determine the appropriate scope of work for the assignment, we considered the intended use of the market study, the needs of the user, the relevant characteristics of the subject property, and other pertinent factors. We prepared this independent and impartial appraisal of the property in conformance with the requirements of USPAP. The report includes only the appraiser's conclusion and cannot be properly understood without reference to the appraiser's file, which is maintained within our work file. The level of detail and depth of the analysis is considered to be commensurate with the complexity of the property type and market conditions. As part of this market study,a number of independent investigations and analyses were required.The agreed upon Scope of Wol-k included the following: • Adrian M. Sanchez, MAI inspected the property and its environs. • Collected primary and secondary data related to the `subject. • Investigated the general trends in the regional economy and local area. • Investigated and analyzed rental data in the subject's market. • Used generally accepted market-derived methods and procedures appropriate to the assignment. • Set forth all assumptions and limiting conditions that affect the analysis, opinion and conclusions, as stated in the report. • Provided a signed certification in accordance with Standards Rule 2-3 of USPAP. • Sufficient data, due diligence, and analysis are combined in this valuation to produce a reliable market rent conclusion that serves the needs of the client. This report is intended to comply with the reporting requirements outlined under USPAP for a Restricted Appraisal Report. The report was also prepared to comply with the requirements of the Code of Professional Ethics of the Appraisal Institute and the Financial Institutions Reform,Recovery and Enforcement Act of 1989(FIRREA),Title XI Regulations. Cushman & Wakefield Regional, Inc. has an internal Quality Control Oversight Program. This Program mandates a"second read"of all appraisals.Assignments prepared and signed solely by designated members(MAls)are read by another MAI who is not participating in the assignment. Assignments prepared, in whole or in part, by non- designated appraisers require MAI participation,Quality Control Oversight, and signature. For this assignment, Quality Control Oversight was provided by Michael C. McNamara, MAI, MRICS. In addition to a qualitative assessment of the Appraisal Report, Michael C. McNamara, MAI, MRICS is a signatory to the Appraisal Report and concurs in the value estimate(s)set forth herein. Report Option Description USPAP identifies two written report options:Appraisal Report and Restricted Appraisal Report. This document is prepared as a Restricted Appraisal Report in accordance with USPAP guidelines. The terms "describe," summarize,"and"state"connote different levels of detail,with"describe"as the most comprehensive approach and "state" as the least detailed. As such, the following provides specific descriptions about the level of detail and explanation included within the report: Page 874 of 952 Mr.Jimmy L.Morales Cushman&Wakefield Regional,Inc. City of Miami Beach November 2,2020 Page 6 • States the real estate and/or personal property that is the subject of the appraisal, including physical,economic, and other characteristics that are relevant • States the type and definition of value and its source • States the Scope of Work used to develop the appraisal • States the information analyzed,the appraisal methods used, and the reasoning supporting the analyses and opinions; explains the exclusion of any valuation approaches • States the use of the property as of the valuation date • States the rationale for the Highest and Best Use opinion (if included) Page 875 of 952 1550 COLLINS AVENUE,UNIT 1 ASSUMPTIONS AND LIMITING CONDITIONS Assumptions and Limiting Conditions "Report" means the appraisal or consulting report and conclusions stated therein, to which these Assumptions and Limiting Conditions are annexed. "Property"means the subject of the Report. "Cushman&Wakefield"means Cushman&Wakefield, Inc.or its subsidiary that issued the Report. "Appraiser(s)"means the employee(s)of Cushman&Wakefield who prepared and signed the Report. • The Report has been made subject to the following assumptions and limiting conditions: • No opinion is intended to be expressed and no responsibility is assumed for the legal description or for any matters that are legal in nature or require legal expertise or specialized knowledge beyond that of a real estate appraiser.Title to the Property is assumed to be good and marketable and the Property is assumed to be free and clear of all liens unless otherwise stated. No survey of the Property was undertaken. • The information contained in the Report or upon which the Report is based has been gathered from sources the Appraiser assumes to be reliable and accurate.The owner of the Property may have provided some of such information.Neither the Appraiser nor Cushman&Wakefield shall be responsible for the accuracy or completeness of such information, including the correctness of estimates, opinions, dimensions, sketches, exhibits and factual matters. Any authorized user of the Report is obligated to bring to the attention of Cushman&Wakefield any inaccuracies or errors that it believes are contained in the Report. • The opinions are only as of the date stated in the Report.Changes since that date in external and market factors or in the Property itself can significantly affect the conclusions in the Report. • The Report is to be used in whole and not in part.No part of the Report shall be used in conjunction with any other analyses. Publication of the Report or any portion thereof without the prior written consent of Cushman &Wakefield is prohibited.- Reference to the Appraisal Institute or to the MAI designation is prohibited.Except as may be otherwise stated in the letter of engagement, the Report may not be used by any person(s) other than the party(ies) to whom it is addressed or for purposes other than that for which it was prepared.No part of the Report shall be conveyed to the public through advertising, or used in any sales, promotion, offering or SEC material without Cushman & Wakefield's prior written consent. Any authorized user(s)of this Report who provides a copy to,or permits reliance thereon by,any person or entity not authorized by Cushman&Wakefield in writing to use or rely thereon, hereby agrees to indemnify and hold Cushman&Wakefield,its affiliates and their respective shareholders, directors, officers and employees, harmless from and against all damages, expenses,claims and costs, including attorneys'fees, incurred in investigating and defending any claim arising from or in any way connected to the use of,or reliance upon,the Report by any such unauthorized person(s)or entity(ies). • Except as may be otherwise stated in the letter of engagement,the Appraiser shall not be required to give testimony in arty court or administrative proceeding relating to the Property or the Appraisal. • The Report assumes (a) responsible ownership and competent management of the Property; (b)there are no hidden or unapparent conditions of the Property,subsoil or structures that render the Property more or less valuable(no responsibility is assumed for such conditions or for arranging for engineering studies that may be required to discover them); (c)full compliance with all applicable federal, state and local zoning and environmental regulations and laws, unless noncompliance is stated,defined and considered in the Report;and(d)all required licenses,certificates of occupancy and other governmental consents have been or can be obtained and renewed for any use on which the value opinion contained in the Report is based. • The physical condition of the improvements considered by the Report is based on visual inspection by the Appraiser or other person identified in the Report. Cushman & Wakefield assumes no responsibility for the soundness of structural components or for the condition of mechanical equipment,plumbing or electrical components. • The forecasted potential gross income referred to in the Report may be based on lease summaries provided by the owner or third parties.The Report assumes no responsibility for the authenticity or completeness of lease information provided by others. Cushman&Wakefield recommends that legal advice be obtained regarding the interpretation of lease provisions and the contractual rights of parties. Page 876 of 952 CUSHMAN&WAKEFIELD 1 1550 COLLINS AVENUE,UNIT 1 ASSUMPTIONS AND LIMITING CONDITIONS • The forecasts of income and expenses are not predictions of the future. Rather, they are the Appraiser's best opinions of current market thinking on future income and expenses. The Appraiser and Cushman &Wakefield make no warranty or representation that these forecasts will materialize.The real estate market is constantly fluctuating and changing. It is not the Appraiser's task to predict or in any way warrant the conditions of a future real estate market;the Appraiser can only reflect what the investment community, as of the date of the Report, envisages for the future in terms of rental rates, expenses,and supply and demand. • Unless otherwise stated in the Report,the existence of potentially hazardous or toxic materials that may have been used in the construction or maintenance of the improvements or may be located at or about the Property was not considered in arriving at the opinion of value. These materials,(such as formaldehyde foam insulation, asbestos insulation and other potentially hazardous materials)may adversely affect the value of the Property.The Appraisers are not qualified to detect such substances. Cushman&Wakefield recommends that an environmental expert be employed to determine the impact of these matters on the opinion of value. • Unless otherwise stated in the Report, compliance with the requirements of the Americans with Disabilities Act of 1990 (ADA)has not been considered in arriving at the opinion of value. Failure to comply with the requirements of the ADA may adversely affect the value of the Property. Cushman &Wakefield recommends that an expert in this field be employed to determine the compliance of the Property with the requirements of the ADA and the impact of these matters on the opinion of value. • If the Report is submitted to a lender or investor with the prior approval of Cushman&Wakefield,such party should consider this Report as only one factor,together with its independent investment considerations and underwriting criteria,in its overall investment decision. Such lender or investor is specifically cautioned to understand all Extraordinary Assumptions and Hypothetical Conditions and the Assumptions and Limiting Conditions incorporated in this Report. • In the event of a claim against Cushman & Wakefield or its affiliates or their respective officers or employees or the Appraisers in connection with or in any way relating to this Report or this engagement,the maximum damages recoverable shall be the amount of the monies actually collected by Cushman&Wakefield or its affiliates for this Report and under no circumstances shall any claim for consequential damages be made. • If the Report is referred to or included in any offering material or prospectus, the Report shall be deemed referred to or included for informational purposes only and Cushman &Wakefield, its employees and the Appraiser have no liability to such recipients.Cushman&Wakefield disclaims any and all liability to any party other than the party that retained Cushman &Wakefield to prepare the Report. • Any estimate of insurable replacement cost/insurable value,if included within the agreed upon scope of work and presented within this report, is based upon figures derived from a national cost estimating service and is developed consistent with industry practices. However, actual local and regional construction costs may vary significantly from our estimate and individual insurance policies and underwriters have varied specifications,exclusions,and non-insurable items.As such,we strongly recommend that the Client obtain estimates from professionals experienced in establishing insurance coverage for replacing any structure.This analysis should not be relied upon to determine insurance coverage. Furthermore,we make no warranties regarding the accuracy of this estimate. • Any estimate of actual cash value, if included within the agreed upon scope of work and presented within this Report, is based upon an agreed upon procedure with the client as identified by the client within their definition. C&W makes no warranties regarding the accuracy or relevance of this estimate. • Unless otherwise noted,we were not given a soil report to review.However,we assume that the soil's load-bearing capacity is sufficient to support existing and/or proposed structure(s).We did not observe any evidence to the contrary during our physical inspection of the property.Drainage appears to be adequate. • Unless otherwise noted,we were not given a title report to review.We do not know of any easements,encroachments, or restrictions that would adversely affect the site's use. However, we recommend a title search to determine whether any adverse conditions exist. • Unless otherwise noted,we were not given a wetlands survey to review.If subsequent engineering data reveal the presence of regulated wetlands,it could materially affect property value.We recommend a wetlands survey by a professional engineer with expertise in this field. • Unless otherwise noted, we observed no evidence of toxic or hazardous substances during our inspection of the site. However, we are not trained to perform technical environmental inspections and recommend the hiring of a professional engineer with expertise in this field. Page 877 of 952 CUSHMAN&WAKEFIELD 2 1550 COLLINS AVENUE,UNIT 1 ASSUMPTIONS AND LIMITING CONDITIONS • Unless otherwise noted,we did not inspect the roof nor did we make a detailed inspection of the mechanical systems.The appraisers are not qualified to render an opinion regarding the adequacy or condition of these components. The client is urged to retain an expert in this field if detailed information is needed. • By use of this Report each party that uses this Report agrees to be bound by all of the Assumptions and Limiting Conditions, Hypothetical Conditions and Extraordinary Assumptions stated herein. Page 878 of 952 CUSHMAN&WAKEFIELD 3 1550 COLLINS AVENUE,UNIT 1 CERTIFICATION Certification We certify that,to the best of our knowledge and belief: • The statements of fact contained in this report are true and correct. • The reported analyses,opinions,and conclusions are limited only by the reported assumptions and limiting conditions,and are our personal,impartial,and unbiased professional analyses,opinions, and conclusions. • We have no present or prospective interest in the property that is the subject of this report, and no personal interest with respect to the parties involved. • We have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. • Our engagement in this assignment was not contingent upon developing or reporting predetermined results. • Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client,the amount of the value opinion,the attainment of a stipulated result,or the occurrence of a subsequent event directly related to the intended use of this appraisal. • The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics & Standards of Professional Appraisal Practice of the Appraisal Institute,which include the Uniform Standards of Professional Appraisal Practice. • The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. • The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. • Adrian M. Sanchez, MAI did make a personal inspection of the property that is the subject of this report. Michael C. McNamara, MAI,MRICS did not make a personal inspection of the property that is the subject of this report. • We have not performed prior services(an appraisal or market study) involving the subject property within the three-year period immediately preceding the acceptance of the assignment. . • No one provided significant real property appraisal assistance to the persons signing this report. • As of the date of this report, Michael C. McNamara, MAI, MRICS and Adrian M. Sanchez, MAI have completed the continuing education program for Designated Members of the Appraisal Institute. • Our analyses, opinions, or conclusions were developed and this report has been prepared in conformity with the requirements of the State of Florida for State-certified appraisers. • The use of this report is subject to the requirements of the State of Florida relating to review by the Real Estate Appraisal Subcommittee of the Florida Real Estate Commission. Michael C. McNamara, MAI, MRICS Adrian M. Sanchez, MAI Executive Director Senior Director State-Certified General Real Estate Appraiser State-Certified General Real Estate Appraiser No. RZ 2105 No. RZ 3239 Michael.McNamara@cushwake.com Adrian.Sanchez@cushwake.com (954)958-0818 Office Direct (954)377-0450 Office Direct Page 879 of 952 CUSHMAN&WAKEFIELD 4 1550 COLLINS AVENUE,UNIT 1 ADDENDA CONTENTS Addenda Contents Addendum A: Valuation Addendum Addendum B: Qualification of the Appraisers Page 880 of 952 CUSHMAN&WAKEFIELD 5 1550 COLLINS AVENUE,UNIT 1 ADDENDA CONTENTS Addendum A: Valuation Addendum Page 881 of 952 CUSHMAN&WAKEFIELD 1550 COLLINS AVENUE,UNIT 1 LAND VALUATION Valuation Addendum AERIAL PHOTOGRAPH OF SUBJECT SITE 1 6 T'H S T • Jr' ' I t1 ii _1 Market Participant Discussions Regarding Underwriting of Retail Space in South Beach We have relied upon discussions with market participants in determining how the market is currently underwriting assets in South Beach. Additionally, we have included retail broker discussions with regard to current demand on South Beach. • Based on conversations Greg Masin of Cushman &Wakefield of Florida's retail brokerage group, who is active on Lincoln Road Mall demand for retail space has decreased over the past several years on Lincoln Road. He indicated that leases have recently been signed between $200.00 to $250.00 per square foot over the past year on Lincoln Road. He indicated that typically little tenant improvement allowances are given out to tenants on this street unless it is first generation space. Retail spaces off of Lincoln Road Mall command less in rent than those fronting Lincoln Road and he indicated that demand for these side street leases have increased over the past several years, but not as much as Lincoln Road fronting space. He indicated that tenants signing leases along Lincoln Road factor in the branding and marketing that are associated with Lincoln Road frontage and less on the real estate metrics involved in whether the lease makes sense from a real estate standpoint. Note that since Covid-19 began he has not witnessed any changes in rental rates on Lincoln Road and/or on South Beach in general. He noted that there has been a lot of activity marketwide for well located retail spaces, as retailers are positing themselves to"lock in"a good location or space under current market conditions, which some retailers view as temporary. These are mostly food and beverage outlets.He also noted that current negotiations have given way to the thought Page 882 of 952 CUSHMAN&WAKEFIELD 7 1550 COLLINS AVENUE,UNIT 1 LAND VALUATION of percentage rent in the near term with a fixed rental rate amount in the future; however, these are not concrete and no deals have been done on these terms to date. • We also spoke with Frank Begrowicz, a retail broker with Cushman & Wakefield of Florida, who is also active on Lincoln Road.He noted that an average retailer on the road will have sales roughly around$1,200 per square foot and based on those sales they can afford to pay in the mid to low-$200 per square foot range in rents. He noted that rents have stabilized and even declined over the past year after increasing significantly over the past several years and that rents peaked several years ago. Regarding large spaces in comparison to smaller spaces on Lincoln Road,he indicated that there does not appear to be a significant difference in relation to rental rates.Although, he noted that there have been few deals at this price point and for this large of a space. He also indicated that several landlords in the area have attempted to convert hard corners into one single space and sign a national credit tenant to take the entire space and pay Lincoln Road fronting retail rents and few of these deals have occurred.The tenants that are fronting Lincoln Road and that are actively seeking spaces to lease on this street are national(or global)credit tenants,whereby the side streets will most likely be filled with non-credit tenants like restaurateurs. • With regard to side street space, or space located off of Lincoln Road (i.e. the subject side ground floor space)he noted that little to no side street deals have occurred over the past year and most of the tenants that used to be on Lincoln Road that were not national/global brands have left the market and have moved to the mainland. In terms of side street rental rates he noted that short terms leases were being signed between $45.00 to$80.00 per square foot, with some up to$100.00 per square foot on a triple net basis. He noted that if a space is delivered as a vanilla shell that is considered more desirable for prospective tenants in the market due to the associated downtime costs and for space that is not(which is a majority of the vacant space in the market). He also noted that market rent for the smaller ground floor retail spaces along Collins Avenue(south of Lincoln Road)were being underwritten and would lease in the low$100 per square foot range prior to the Covid-19 pandemic.The area south of Lincoln Road along Collins Avenue is pedestrian nature with a large number of people visting the local area(pre-Covid-19). • The expenses at various retail buildings(particularly those that have recently sold)have become an issue for some tenants that are currently looking for space in the market, with reassessments of properties and the subsequent increases in real estate taxes being the largest issue in terms of expenses increases in the area. He noted that buildings that have not traded recently will have an advantage to those that have based on a lower per square foot expense amount. • Regarding landlord allowances for retail space in South Beach, Mr. Begrowicz noted that few spaces are given tenant improvement allowances and most landlords prefer to offer a small amount of free rent of one or two months(if any). • Additionally,he noted that few landlords in the market are currently offering tenant improvement allowances for vacant spaces, rather they are offering several months of free rent in lieu of tenant improvement allowance.He also noted that the market has slowed over the past year in terms of rental rate growth based on the decline in demand from Latin America. Page 883 of 952 CUSHMAN&WAKEFIELD 8 1550 COLLINS AVENUE,UNIT 1 LAND VALUATION RETAIL LEASE COMPARABLES - MIAMI BEACH PR a -.ERTY INFORMATION LEASE INFORMATION I ALL-1N N w Ca la CO 'er Property Name W 1 Q W f' W NO. Address,City,State r— J G J 1— z fY CC co) O. COMMENTS 1 Meridian Avenue&17th Street Confidential- 6/20 4,400 10.0 $70.00 3.0% Net This is a second generation space retail space and a signed letter of intent with Marti Beach LOI a restaurant operator.The landlord was to provide$90.00 psf in tenant improvement allowance to reconfigure the space. 2 Alton Road&17th Street Confidential 1/20 1,600 4.0 $95.00 3.0% Net This is a first generation space retail space. Marti Beach 3 Alton Road&17th Street Confidential 12/19 3,600 10.0 $135.00 3.0% Net This is a first generation space retail. Marti Beach 4 West Avenue Retail Confidential 8/18 5,000 1 5.0 $60.00 3.0% Net This space was leased to a restaurant tenant and is a second generation. Maori Beach, ! space. 5 3400 Collins Avenue Confidential 7/18 1,448 10.0 $80.00 3.0% I Net This space is located north of Lincoln Road and has direct frontage on Collins Matti Beach Avenue.It was leased to a retail tenant. 6 2000 Collins Avenue Confidential 12/17 5,675 10.0 $81.80 3.0% Net This space is located north of Lincoln Road and has direct frontage on Collins Marti Beach Avenue.It was leased to a retail tenant. STATISTICS Low 12/17 1,448 Neg. $60.00 High 6/20 5,675 Neg $135.00 Average 3/19 3,621 j Neg $86.97 Compiled by Cushman&Wakefield Regional,Inc. • Page 884 of 952 CUSHMAN&WAKEFIELD 9 1550 COLLINS AVENUE,UNIT 1 VALUATION ADDENDUM Market Rent Conclusion We have relied upon discussions with market participants, recent leases, as well as considering current market conditions in determining a market rent for the subject space. We have considered that the subject space has a good location on a good corner on Collins Avenue and that once the near term market conditions change it should continue to be a good retail location.We have considered all of these variables in determining a market rent for the subject. MARKET RENT SYNOPSIS TENANT CATEGORY RstaN Rent Market Rent $75.00 Lease Term (Years) 10 Lease Type(Reimbursements) Net Contract Rent Increase Projection 3.00% Tenant Improvements New Leases $15.00 Renewal Leases $0.00 Free Rent New Leases 3 months Renewal Leases none Leasing Commissions • New Leases 5.00% Renewal Leases 2.50% Compiled by Cushman&Wakefield Regional,Inc. We have also considered that there are few leases being signed under market conditions and those that are currently being negotiated are considering percentage rent over the next year and converting to a fix rental rate once the Covid-19 pandemic ends. Market Expense Comparables • We have relied on expense comparables of properties located in Miami Beach in determining market expenses for the subject.The following chart illustrates these expenses. 61AJSCT PROPGRIY COMPARABLES REVENUE AND EXPENSE ANALYSIS Property City 4 Mere Beech Mani Beach Marti Beach Mani Beech I Mani Beach Mani Bosch Year BAR 1998 2000e 20105 1960e 194016 I 18201 PropertyTtpe _ Subject Space RNal ( Fetal a7 41981 i 0t11:e/Retal I Office/Retail Rentable Square Feet - 2,250 49.768 1t 36.957 20,688 I 53.835 I 20.177 Year of Record 2017 I 2017 2018 2019 I 2019 AetleIBudgebA suaj d Acta4 11 AWn1 Actual Actual i Actual �+"+.T r""''�.A t T++��''��-Su�.. I`4 �,1 _dy_ `a`f .. - t"'vF - Yam 'a ! - T( ii n L r t :a. .Y ` T }✓> �ja�. .* -. EFFECTIVECROse RP7BSE WA 575.80 100.00% $48.58 100.03%, $28.06 100.00%1 $65.80 100.00% $95.70 100.00% $28.08 385.70. $92.38 03�Tp WE9� entrancej $2.50 $4.13, 5.45% $1.59 I 327% $1.13 I 4.34% 12.34% 3.58%I OASi 3.64%i $1.13) $4.13, 32.53 Repass A Mraeiance $5.00 36.92; 9.13% $2.28; 4.70%, $6.85 1 26.29% $4.35 1 0.61% $4 05 4.23%1 $2.28 $6.92 $4.89 lAsnapenont Fees 1 32.81 $2.02 I 2.88%. 32.08; 428%1 30.81 i 3.11%' $9A0) 0.03%) $2.55 j 2.68% $0.00: $2.55 $1A9 QMr&panes/Non-RJrtdusablee 3020 30.00 0.00%1 30.77 0.76%I 50.68) 3.38%I 30.45 0.08%� 30.00I 0.00%� 30.00+ 50.BB 30.34 *TOM0pentlnp@pence $10.31 813.07 17.24%: $8.32E 13.01%! M.87 37.11% 37.14 j f0.85%I 310.08 10.53%l $8.32 $13.07; $9,2b Reel Este te Taxes(Based on Rasta Share of Subject Taxes)I $1.70 $11.13, 14.68%1 33.70 I 7.82%1 $5.27 1 20.22%i $7.72 11.73%, $15.59 1828%1 37.70 I $15.59 58.86 TOTAL EXPENSES 1 4 IB4>taY1TMBC�E $12M� _..$5162.I.31J3%L$1i 5�31m. + $11.21.8757%iI . 2238% !03 23.82%�..__..311,12, wow �,48Al Page 885 of 952 CUSHMAN&WAKEFIELD 1550 COLLINS AVENUE,UNIT 1 VALUATION ADDENDUM Addendum B: Qualification of the Appraisers Page 886 of 952 CUSHMAN&WAKEFIELD II�LICUSHMAN & 1 WAKEFIELD Michael C. McNamara, MAI, MRICS Executive Director Valuation &Advisory Practice Group Leader I Multifamily Cushman &Wakefield Regional, Inc. Professional Expertise Michael C. McNamara, MAI, MRICS, is an Executive Director and Multifamily Practice Group Co- Leader within the Valuation&Advisory group of Cushman &Wakefield Regional, Inc. in Ft. Lauderdale, Florida. Mr. McNamara joined Cushman&Wakefield in August 1998 as a Senior Appraiser. In November of 2002, Mr. McNamara was named Director,was promoted to Senior Director in June 2005 and was further promoted to Executive Director in January 2010. Prior to joining Cushman &Wakefield, Mr. McNamara was employed by Landauer Real Estate Counselors as a Director within their Valuation and Technical Services group from May 1995 through July 1998. He was an Appraiser with American Realty Consultants from January 1993 to May of 1995 and an Appraiser for Consolidated Appraisal Services from March 1992 through December 1992. From October 1989 through March 1992 he was an appraiser with Pederson &Trask. Since joining Cushman &Wakefield Regional, Inc., Mr. McNamara has performed appraisal, feasibility and consulting assignments involving multifamily complexes, condominiums,vacant land, office buildings, shopping centers, industrial, self storage and investment properties throughout 12 states and 11 different islands in the Caribbean. The majority of appraisal experience has been concentrated in Florida and has been primarily for institutional investors, lending institutions, attorneys and private investors. Memberships, Licenses, Professional Affiliations and Education • Designated Member,Appraisal Institute(MAI#11052).As of the current date, Michael McNamara, MAI has completed the requirements of the continuing education program of the Appraisal Institute. • Member, Royal Institution of Chartered Surveyors(MRICS#1285269) • Florida Licensed Real Estate Salesman(SL#553108) • Certified General Real Estate Appraiser in the following states: — Florida—RZ2105 • Bachelor of Arts, Rutgers University, Economics Other Accomplishments and Awards • Recipient, Valuation &Advisory Excellence in Quality Service Award for the Florida region, 1999 and 2006. • Recognized,Top Valuation Service Professional in South Florida, 1999,2002, 2003, 2004, 2005, • 2007, 2008, 2009, 2010 and 2013. Page 887 of 952 • Recognized, Top Valuation Service Professional in the State of Florida, 2003, 2004 and 2005. • Recognized, one of the top ten producers in South Florida, 2012 Testimony in Courts of Law and Quasi-Judicial Hearings • United States Bankruptcy Court—Southern District—Fort Lauderdale, Florida • United States Bankruptcy Court—Eastern District—Alexandria, Virginia • Circuit Court of the 20th Judicial Circuit in Collier County, Naples, Florida • Circuit Court of the 15th Judicial Circuit in Palm Beach County,West Palm Beach, Florida • Circuit Court of the 19th Judicial Court, St. Lucie County, St. Lucie, Florida • Tax appeal hearings in Broward, Martin, and Miami-Dade Counties Publications • Market Watch;Fort Lauderdale, Florida"Self Storage in the Sunshine State", Mini-Storage Messenger(May 2009) • Market Watch, Orlando, Florida"Self Storage in the City Beautiful", Mini-Storage Messenger(May 2010) • Market Watch, Tampa, Florida"A Ray of Hope", Mini-Storage Messenger(May 2011) • Market Watch Sidebar, Florida Self Storage, "A Review of the Numbers" Mini-Storage Messenger (April 2012) • Market Watch, Jacksonville, Florida"Where Florida Begins", Mini-Storage Messenger(November 2012) CUSHMAN 8 WAKEFIELD 2 Page 888 of 952 FLORIDA • � f ` RICK SCOTT,GOVERNOR JONATHAN ZACHEM,SECRETARY d rdilar x STATE OF FLORIDA DEPARTMENT OF BUSINESSANO, PROFESSIONAL REGULATION S FLORIDAML TF ISAL BD THE CERTIFIED ir.. ' �; = IED UNDER THE ry �. PROVI,.'j. •{•F t' . 475, , ••'•• 4T4�UTES r,. `a - t U}� ,, � �~•::I eRwe•�". a r 14. IXPIRATIOW R 30,2020 Always verify licenses online at MyFlorldaLicense.com El. Z$E1 • Do not alter this document in any form. ` This is your license.It is unlawful for anyone other than the licensee to use this document. CUSHMAN&WAKEFIELD 3 Page 889 of 952 II1I IWAKEFIELD Adrian M.Sanchez, MAI Senior Director Valuation&Advisory Cushman &Wakefield Regional, Inc. Professional Expertise Adrian M. Sanchez, MAI is a Senior Director of Cushman&Wakefield Regional, Inc. (Cushman & Wakefield)working within Valuation&Advisory. Mr. Sanchez joined Cushman &Wakefield in March 2003 as a Research Specialist within the Research Services Group. In June of 2003, Mr. Sanchez joined the Valuation &Advisory group as a Staff Appraiser. Mr. Sanchez has received the Excellence in Quality Service Award for the Valuation &Advisory group for the Florida region in 2006. Since joining Cushman &Wakefield Regional, Inc., Mr. Sanchez has performed appraisal,feasibility and consulting assignments involving residential complexes, condominiums, vacant land, office buildings, shopping centers, industrial and investment properties throughout the State of Florida and the Caribbean. The majority of appraisal experience has been concentrated in Florida and has been primarily for institutional investors, lending institutions, attorneys and private investors. Memberships, Licenses, Professional Affiliations and Education • Designated Member,Appraisal Institute. As of the current date,Adrian M. Sanchez, MAI has completed the requirements of the continuing education program of the Appraisal Institute. • Certified General Real Estate Appraiser in the following states: — Florida—RZ 3239 • Bachelor of Arts, University of Miami Appraisal Education • AB-1 —Real Estate Appraisal Principles • AB-2—Mastering Real Estate Appraisal • 310—Basic Income Capitalization • 510—Advanced Income Capitalization • 520—Highest& Best Use&Market Analysis • 530—Advanced Sales Comparison and Cost Approach • 540—Report Writing &Valuation Analysis • 550—Advanced Applications Page 890 of 952 FLORIDA RICK SCOTT.GOVERNOR JONATHAN ZACHEM.SECRETARY • ••: s dbpr STATE OF FLORIDA DEPARTMENT OF BUSINE5SAtip PROFESSIONAL REGULATION FLORIDA RI LL TE APPRAISAL BD THE CERTIFIED GEf/iRA.•• ••. _ a: "` IED UNDER THE PROVI "J, .F : 475, • STAUTES •rl r F ( Aq.Co. EXPIRA • ; • *7 '7R30,2020 Always verify licenses online at MyFloridaLicense.com s t�"r;i'• Do not alter this document In any form. .• �fre. o This Is your license.It Is unlawful for anyone other than the licensee to use this document. II CUSHMAN&WAKEFIELD 2 Page 891 of 952 Exhibit B CBRE Availability Survey-Dade County Retail Services Miami Beach,FL Prepared by: Danny Diaz Center/ Available Asking Crt NNN's Budc6na Name SF Rate (osi East) Comments 1427 Washington Space is narrow and deep. Would 1 Ave Miami Beach 2,600 $55.00 $12.00 most likely strike a deal in the mid- low$40'sf NNN. 2 1331 Washington Miami Beach 4,316 $55.00 $15.00 Space can be subdivided to a Ave 2,158 sf space. • S 1201 A Washington Miami Beach 1,000 $55.00 $20.00 850 Washington Working on a deal that will most 4 Ave Miami Beach 1,800 $50.00 $19.00 likely end up in the low$40's psf NNN. 828 Washington Pilar Latin Food signed a deal last 5 Ave Miami Beach 1,450 $44.00 $19.00 week. Took over the former Edible Arrangements space. Sushi Mas signed a deal at this location. Landlord bought up the 8 1688 Meridian Ave Miami Beach 1,585 $85.00 $16.00 rent by provided$70 psf in TI and delivering the space with all the resturant infrastructure. Magna Sushi signed a lease in 7 1691 Michigan Ave Miami Beach 1,100 $55.00 $24.00 this space. Took over the former Hank&Harry's Deli space. • 9 10 11 Page 892 of 952 COMMERCIAL REAL ESTATE SERVICES Exhibit C C B R E The Diaz Team 777 Brickel!Avenue Paco Diaz site 1100 Senior Vice President Miami, FL 33131 Danny Diaz 305 374 1000 Tel First Vice President paco.diaz@cbre.com Patxi Diaz danny.diaz@cbre.com patxi.diaz@cbre.com Vice President www.cbre.com CBRE,Inc. Brokerage Services Retail September 28, 2022 Miroslav Banjac Rakija Lounge 1131 Collins Ave, Miami Beach, FL 33139 RE: Lime Tree Café a 1560 Collins Ave, Miami Beach, FL • Dear Mr. Banjac: I wish to take this opportunity to convey the interest of the Miami Beach Redevelopment Agency (Landlord), in leasing space in the above Project to Collins 1560, LLC (Tenant). This letter summarizes our recent discussions to lease the above property; it is not intended to be contractual in nature, but only expresses the basis upon which we wish to continue discussions. This letter is intended to outline initial terms for consideration only and is no manner intended to obligate any party contractually and no such obligation shall arise unless/until a mutually satisfactory lease agreement is fully executed by,and delivered to, all parties. Subject to final approval of the Landlord and execution of a mutually agreed upon Lease, I believe the Landlord would be willing to continue discussions under the following terms and conditions: 1) Landlord: Miami Beach Redevelopment Agency 2) Tenant: Entity name: Collins 1560, LLC DBA: Lime Tree Café 3) Premises: ±2,697 square foot Premises located at 1560 Collins Ave, Suites#1 -#2, Miami Beach. FL 4) Lease Term: The term of this Lease shall be for a period of nine (9)years and two hundred seventy-two(272)days,to remain coterminous with the adjacent restaurant (Open Vision One, LLC). 5) Commencement The Lease Commencement and Tender date will be the date Landlord delivers Dates 8 Rent the Premises to Tenant.The Rent Commencement Date will be; 1)the earlier of Abatement: one hundred eighty(180) days from Tender Date;or 2)the date any portion of the Premises opens for business. The Rent Abatement period shall be during months 2—12 of the initial term. Sine Tenant is prepaying the first month's rent we are starting the Rent Abatement in month 2. Tenant shall be required to pay all Additional Rent during the Rent Abatement period. 6) Options: N/A Page 893 of 952 7) Minimum Rent Initial Term Schedule:_ Year(s) Annual Rent/SF Annual Rent 1 $75.00 $202,275.00 Rent to Increase 3% per year during the Lease Term. Option Term Year(s) Annual Rent/SF Annual Rent _ N/A — N/A N/A 8) Sales Tax: Tenant shall pay the applicable sales tax equivalent to 6.5% in Dade County. 9) Prepaid Rent: Tenant shall be required to pay the first month's gross rent in the amount of $21,302.93 (inclusive of sales tax)which shall be due upon Tenant's lease execution. 10) Security Deposit: The amount of$40,005.50(subject to Landlord's review of Tenant's financials and credit report) shall be due upon Tenant's execution of the Lease documents, in addition to first month's rent. 11) NNN: Tenant shall pay its pro rata share of Real Property Taxes, Property Insurance and Common Area Maintenance for the Project. Tenant's pro rata share shall be determined based upon the ratio of Tenant's floor area to the total floor area of all the retail space in Landlord's Parcel(to be further clarified in the Lease). Current estimate for NNN Costs are$14.00 per square foot. Operating expenses will be effective on the Rent Commencement Date. 12) Concession Tenant shall be required to execute a Concession Agreement and pay for use of Area: the Concession Area, based upon $30.00 per square foot with 3%annual increases during the term of the Agreement.Tenant will not be required to pay Operating Expenses in connection with the use of the Concession Area. 13) Utilities: Tenant shall pay for all utilities within the Premises. 14) Delivery Conditions: Tenant shall accept the Premises in"As-Is"condition with no Landlord Work. Tenant shall be responsible for the costs of any building permits, licenses, impact fees and any other costs associated with Tenant's use. 15) Tenant Improvement Allowance: N/A 16) Tenant's Work: All work performed by Tenant to build out their Premises is at Tenant's cost and expense. Tenants work is subject to Landlord's review and approval of Tenants plan and specifications, which shall be drawn by a licensed architect if a building permit is required. All of Tenants works shall be performed by licensed contractors and in accordance with all applicable codes. 17) Maintenance 8 Landlord shall be responsible for all repairs to the foundations and for all Repair: structural components of the Project. Tenant's obligation for repairs, replacements and maintenance shall include, but not be limited to, its equipment; 2 Page 894 of 952 fixtures; improvements; floor covering; the exterior and interior portions of all doors,door locks,security gates, and windows; plumbing and sewage facilities not Landlord's obligation; walls; ceilings; and all plate glass; all electrical systems and equipment; plumbing, mechanical equipment; heating, ventilating and air- conditioning machinery. Additionally, Tenant shall maintain and keep in good repair, all heating and air-conditioning equipment. Tenant further agrees to regularly service said machinery and change the filters in the air-conditioning system in the Premises through a monthly filter and equipment service contract. 18) Assignment 8 Tenant shall not assign the lease or sublet the Premises without the prior written Subletting: consent of Landlord, which consent may be withheld at the sole and absolute discretion of the Landlord. 19) Permitted Use: Tenant shall use the Leased Premises solely for the purpose of an upscale French Italian fusion café consistent with the menu with shall be attached hereto as Exhibit"A"and for no other use or purpose. 20) Exclusive Use: WA 21) Percentage Rent: Six percent(6%) over the natural breakpoint. 22) Sales Reporting: Within fifteen (15)days after the end of each month, Tenant shall submit to Landlord a written statement showing the gross sales of all merchandise sold and/or services rendered in or from the Leased Premises for such month, and year, as applicable. 23) Operations: Tenant agrees that on Rent Commencement Date, it will open and continuously operate the entire Premises to the public, fully fixtured, staffed and stocked. 24) Tenant's Per Shopping Center's Sign Criteria and approval of all necessary Governmental Sianaae: agencies. 25) Tenant This proposal is subject to Landlords review and approval of Tenant's financial Financials: statements. 26) Guarantor(s): Full personal guaranty shall be required by all owners and spouses. 27) Expiration: This offer expires on September 29, 2022,at 5:00 pm EST. Should the Tenant accept this offer, and the City approve a resolution then Landlord shall prepare a lease document incorporating the provisions herein and other such provisions acceptable to both parties. 28) Brokers: Danny Diaz with CBRE. INC. represents the Landlord, and the Tenant shall represent themselves in this transaction. Landlord shall pay a commission to CBRE in accordance with the Listing Agreement. 29) Lease Form: Landlord's Lease form. 3 Page 895 of 952 The provisions of this letter are for discussion purposes only. This letter Is not a contract or a promise to perform, and the parties acknowledge that they have not set forth the essential terms of an agreed-upon transaction. The parties hereto shall not be bound'by the terms of this letter, and no liabilities or obligations shall arise pursuant hereto, and no party has the right to detrimentally rely on the statements set forth herein or on the verbal and written negotiation conducted herewith, it being intended that only a subsequent formal agreement, which specifically states Its binding intent, if duly executed by both parties, will bind the parties on any matter described herein. Furthermore, prior to entering into a formal agreement, appropriate governmental regulatory, corporate and senior management approvals must first be obtained by all parties hereto, including but not limited to approvals of legal counsel. Tenant agrees that during the negotiation of this transaction,Tenant will negotiate in good faith and will not engage in negotiations with other Landlord's for other Premises. Should this proposal be acceptable to Tenant,please execute where indicated below and return the fully executed copy to me. Please feel free to contact me if you have any questions or comments. Sincerely, D Danny Diaz First Vice President CBRE, Inc. 777 @rickell Avenue, Suite 1100 Miami, FL 33131 AGREED AND ACCEPTED TENANT COLUNS 1660,LLC. BY: J4 121Z0 Si* ta,jaC n DATE: p g o o? g' of EXHIBIT"A" TENANTS MENU 4 Page 896 of 952 [PLEASE PROVIDE] 5 Page 897 of 952 Exhibit D z m 1 IMF '' .73 O >', • ik r m 3 V1 'mot z n : , ma: r ' "fit 73-4 iit, __ . ,. ., .,iit.,...,,,_.ef - . - T' 4 _ m ' �iL�._ 7 .: a „E •,.. J r • �� r4i , - Z. .. agir, _ ...,..z..,:,, 31116 lifi- ., ,• } /.r — .r• • . INN ', , .. >` i 1, - 1, J - i • s.r •r . • I :411'� ll M - a �f (.. Al.4 . _ _. • •. ... 4,.,in = ;R:+._....Q., 898 • ., ll Exhibit E LANDLORD: Miami Beach Redevelopment Agency, a public body corporate and politic 1700 Convention Center Drive Miami Beach, Florida 33139 TENANT: Collins 1560, LLC 1560 Collins Avenue Suite 1-2 Miami Beach, FL 33139 DATE OF EXECUTION: ,2022 ANCHOR SHOPS AT SOUTH BEACH RETAIL LEASE Page 899 of 952 LEASE SUMMARY The following is a summary of basic lease provisions with respect to the Lease. It is an integral part of the Lease, and terms defined or dollar amounts specified in this Summary shall have the meanings or amounts as stated, unless expanded upon in the text of the Lease and its Exhibits, which are attached to and made a part of this Summary. 1. Date of Lease Execution: , 2022. 2. "Landlord": Miami Beach Redevelopment Agency 3. Landlord's Address: Miami Beach Redevelopment Agency 1700 Convention Center Drive Miami Beach, Florida 33139 Attention:Asset Management Division with a copy to: City of Miami Beach Miami Beach Redevelopment Agency 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: Legal Department 4. "Tenant": Collins 1560, LLC, a Florida limited liability company 5. Tenant's Address: 1560 Collins Avenue,Suite 1-2 Miami, FL 33139 6. "Guarantor": Miroslav Banjac and Marie F. Pena 7. Guarantor's Address: Collins 1560, LLC 1131 Collins Ave Miami, FL 33139 8. Premises(section 1.1): 1560 Collins Avenue, Suite 1 and 2 Miami Beach, FL 33139 As shown on Exhibit"B" 9. Gross Rentable Area of Interior Premises(section 1.1): Approximately 2,697 square feet. 10. Gross Rentable Area of Retail Space(section 1.11: Approximately 20,500 rentable square feet 11. Tenant's Proportionate Share (section 2.4): 13.156%of Gross Rentable Area of Retail Space Page 9(10 of 952 12. Outdoor Concession Area (Section 1.1) Tenant may be permitted to use the sidewalk area, adjacent to a portion of the Premises,for outdoor seating, subject to the prior written approval of the Executive Director, as well as all other required governmental approvals; Tenant shall be required to execute a Concession Agreement for such use; and the additional square footage shall be subject to a Concession Fee equal to the Minimum Rent rate in effect at the time of implementation,subject to escalations similar to Minimum Rent, plus applicable sales tax. 13. Permitted Use of Premises(section 3.1): Premises shall be used as a fine dining restaurant, (and subject to the prohibited uses described in Exhibit"D"to the Lease). 14. Term of Lease(section 1.1): Lease Term is nine (9) years and 272 Days from the Commencement Date. 'Commencement Date": The date Landlord delivers premises to the Tenant. "Rent Commencement Date": the earlier of: 1) one hundred and eighty (180) days from Commencement Date;or 2)the date any portion of the Premises opens for business. Rent Abatement: During Months 2 — 13 from the Commencement Date("Abatement Period"),Tenant shall not be required to pay the monthly Minimum Rent of $16,856.25 that would otherwise be due; however, Tenant shall be required to pay for all Additional Rent payments that would otherwise be due during this Abatement Period. "Renewal Options": None 15. "Minimum Rent"(section 2.2): ANNUAUMONTHLY MONTHS COST PER SQAURE FOOT PAYMENT (PLUS SALES TAX) Year 1-Rent Commencement $75 per Square foot $202,275.00!$16,856.25 Date plus sales tax plus sales tax Year 2—End of Lease Term See Note(*) See Note,(*) Page 901 of 952 *Commencing on the first anniversary of the Rent Commencement Date, and at the beginning of each succeeding year thereafter during the Term of the Lease (a Lease Year, as defined in section 2.1), the Minimum Rent shall be increased annually in increments of three percent(3%). 16. Percentage Rental (section 2.3): Six Percent (6%) of Natural Breakpoint (as described in Section 2.3) 17. Prepaid Rent(section 2.2): $21,302.93, due upon execution of Lease; to be applied to first full month Rent due. 18. Security Deposit(section 2.7): $40,005.50(due upon execution of Lease). 19. Operating Expenses(section 2.4): Proportionate share of Property Taxes, Common Area Maintenance and Insurance on the Anchor Shops and Parking Garage. COMMON AREA MAINTENANCE(CAM) ANNUAUMONTHLY LEASE YEAR COST PER SQUARE FOOT* PAYMENT 1 $14.00 per Square foot $37,758.00/$3,146.50 per plus sales tax month plus sales tax 2-End of Lease See Note(*) See Note(*) Note (*) Beginning on the first anniversary of the Rent Commencement Date, and at the beginning of each succeeding Lease Year thereafter, during the Term. the Operating Expense payment shall be adjusted, on an annual basis,to reflect Tenant's actual Proportionate share of Property Taxes, Insurance costs(including insurance costs, determined at Landlord's sole discretion, under Landlord's self-insurance fund), and CAM costs incurred by the Landlord during the previous Lease Year ("Operating Expense Adjustment"). Simultaneously with this adjustment,Tenant shall be responsible for paying any difference between the Proportionate Share of the estimated Operating Expenses paid by Tenant during the previous Lease Year and the Proportionate Share owed by Tenant in connection with the actual Operating Expenses for the previous Lease Year("Operating Expense True-Up"). The Operating Expense payment shall continue to be payable in monthly installments as otherwise described above until Landlord notifies Tenant of the new monthly Operating Expense payment and Operating Expense True-Up. payment. Landlord shall attempt to so notify Tenant prior to the commencement date or within 30 days of being requested by Tenant of each Operating Expense Adjustment and Operating Expense True-Up amount; however, failure of Landlord to timely notify Tenant of said Operating Expense Adjustment/True-Up amounts shall not be deemed a waiver by Landlord of the right to make said Operating Expense Adjustment/True-Up;the new Operating Expense Adjustment or any sums due pursuant to the Operating Expense True-Up for the previous Lease Year shall be payable, retroactive to the effective date of said adjustment date, upon notification by Landlord to Tenant of the new monthly Operating payment amount and the total True-Up amount due. 20. Comprehensive General Liability Insurance(section 6.1): $1,000,000.00 per occurrence; $2,000,000.00 general aggregate Page 962 of 952 21. Trade Name(section 3.1): Lime Tree Cafe 22. Broker(s)(section 16.12): CBRE, Inc. represents the Landlord exclusively in this transaction and the Tenant represents themselves. CBRE, Inc.shall be paid a commission by Landlord, in accordance with the Professional Services Agreement between the Landlord and CBRE, dated October 24, 2017. 23. Tenant's Hours of Operation (section 3.5) The Hours of Operation Shall be daily 8am—2am subject to City ordinances Any change in the hours of operations shall require the prior written approval of the Executive Director or designee. Page 969 of 952 THIS LEASE (the"Lease"), dated the day of , 2022, is made between the Miami Beach Redevelopment Agency, a public body corporate and politic (the "Landlord"), and Collins 1560, LLC, a Florida limited liability company d/b/a Lime Tree Café (the"Tenant"). RECITALS: A. The Landlord is the fee simple owner of a certain facility (the"Facility") containing a municipal parking garage and appurtenances containing approximately eight hundred (800) parking spaces (the"Garage") and certain retail space (the"Retail Space") located in an area bounded by Washington and Collins Avenues in the proximity of 16th Street, located in the City of Miami Beach, Miami-Dade County, Florida, as more particularly described in Exhibit"A," attached hereto and made a part hereof(the"Land"). The Landlord is the fee simple owner of the Land and the Facility. B. Landlord and Tenant desire to enter into this Lease for a portion of the Retail Space, on the terms and conditions hereinafter set forth. C. The Executive Director's designee shall be the contract manager designated by the Landlord to administer this Lease. The Executive Director's designee shall be the City of Miami Beach Director of the Asset Division of the Facilities and Fleet Management Department. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows: ARTICLE I. TERM. 1.1 Term. In consideration of the performance by Tenant of its obligations under this Lease, Landlord leases to Tenant, and Tenant leases from Landlord,for the Term, a portion of the Retail Spaces("Interior Premises."). A site plan showing the location of the Retail Space within the Facility, as well as the location of the Premises, is attached hereto and made a part hereof as Exhibit"B." The gross rentable area of the Premises and Retail Space shown on the Lease Summary do not represent accurate measurements of the square footage contained in the Premises or the Retail Space but are mere estimates. The Premises does not extend beyond the interior footprint of the Premises. Use of the sidewalk area, adjacent to a portion of the Premises, may be permitted for outdoor seating ("Outdoor Concession Area"), subject to approval by the Executive Director, in the Executive Director's sole discretion, as evidenced from a Concession Agreement executed by the Landlord and Tenant, and provided that Tenant secures the requisite approvals from the City of Miami Beach. Tenant shall only operate any approved use of the Outdoor Concession Area as an ancillary use to the Premises and only during the hours of operation of the Premises. The "Term" of the Lease is the period from the Commencement Date as specified in the Lease Summary, through the Expiration Date, as specified in the Lease Summary. 1.2. Landlord's Work.Tenant acknowledges and agrees that it is accepting possession of the Premises in as-is condition and that,except as otherwise expressly hereinafter set forth,Landlord has no obligation to furnish, render, or supply any money,work, labor, material,fixture, equipment,or decoration with respect to the Premises. ARTICLE II. RENT. 2.1 Covenant to Pay. Tenant shall pay to Landlord all sums due hereunder from time to time from the Rent Commencement Date without prior demand, together with all applicable Florida sales tax thereon; however, unless otherwise provided in this Lease,payments other than Tenant's regular monthly payments of Minimum Rent shall be payable by Tenant to Landlord within ten (10)days following written demand. All rent or other charges that Page 964 of 952 are required to be paid by Tenant to Landlord shall be payable at Landlord's address indicated on the Lease Summary. Minimum Rent and additional rent(which is all sums payable to Landlord other than Minimum Rent)for any"Lease Year"consisting of less than twelve(12)months shall be prorated on a per diem basis, based upon a period of 365 days. "Lease Year"means the twelve(12)full calendar months commencing on the Commencement Date. However, the final Lease Year may contain less than twelve(12) months due to expiration or sooner termination of the Term. Tenant agrees that its covenant to pay rent and all other sums under this Lease is an independent covenant and that all such amounts are payable without counterclaim, set-off, deduction, abatement, or reduction whatsoever, except as expressly provided for in this Lease. 2.2 Minimum Rent/Concession Fee. (A) Minimum Rent. Subject to any escalation which may be provided for in this Lease,Tenant shall pay Minimum Rent for the Term in the initial amount specified in the Lease Summary, which, except for the first installment, shall be payable throughout the Term in equal monthly installments in advance on the first day of each calendar month of each year of the Term, such monthly installments to be in the amounts (subject to escalation) specified in the Lease Summary. The first monthly installment of Minimum Rent shall be due upon execution of the Lease by Landlord and Tenant, to be applied on the Rent Commencement Date in accordance with paragraph 17 of the Lease Summary. The Minimum Rent described above shall be adjusted during the Term of this Lease as provided in paragraph 15 of the Lease Summary. (B) Concession Fee. In connection with the approval of the use of an Outdoor Concession Area,Tenant will be required to execute a Concession Agreement with Landlord,which Concession Agreement, in part,will require Tenant to pay a Concession Fee equal to the Minimum Rent rate applicable as of the effective date of the Concession Agreement, subject to escalation similar to the Minimum Rent escalations, as described in paragraph 15 of the Lease Summary, plus applicable sales tax. 2.3. Percentage Rent. In addition to monthly Minimum Rent payments, Tenant shall pay to Landlord an annual Percentage Rent payment,equal to six percent(6%)of Tenant's Gross Receipts that exceed Tenant's Natural Breakpoint of six percent(6%)during a given Lease Year. The Natural Breakpoint for the first Lease Year is Three Million, Three Hundred Seventy-One Thousand Two Hundred and Fifty and 00/100 Dollars ($3,371,250.00), although Tenant shall not owe Percentage Rent for the first Lease Year, in light of the fact that Minimum Rent is abated for such period of time. For the calculation of Percentage Rent for any partial Lease Year, the total monthly Minimum Rent actually paid during such partial Lease Year and the actual Gross Receipts during such period shall be used to determine the Percentage Rent for a partial Lease Year and the Breakpoint shall be proportionally adjusted to reflect the length of such partial Lease Year on the basis of a 365-day Lease Year. The Term Gross Receipts as used herein shall include ail receipts,whether collected or accrued from the Premises and any approved Outdoor Concession Area including, without limitation, receipts from the sale of food, beverage, alcoholic beverages, merchandise, rental of space,or from any other source whatsoever. The Natural Breakpoint as referred to herein,shall mean the annual Minimum Rent for the Lease Year divided by the stated percent rate of six..percent (6%). The Natural Breakpoint, and correspondingly the Percentage Rent payment amount, shall be adjusted annually, effective with each Minimum Rent adjustment as described in paragraph 15 of the Lease Summary. The Percentage Rent payment for each Lease Year and each partial Lease Year shall be due and payable within sixty(60)days at the end of each Lease Year. 2.4 Operating Expenses (Property Taxes: Insurance; and Common Area Maintenance (CAM)). Tenant shall remit together with regular monthly payments of Minimum Rent, its proportionate share of estimated Operating Expenses for the Premises, as additional rent, and as determined by Landlord, in its sole discretion and judgment, including Property Taxes, Insurance, and CAM, in accordance with item 19 of the Lease Summary, and as more particularly described hereinafter. The approved Outdoor Concession Area shall be excluded for purposes of calculating Tenant's proportionate share of the Operating Expenses. 2.5 Payment of Personal Property Taxes: Sales Tax Reports. Tenant shall pay, when due, all taxes attributable to the personal property,trade fixtures, business, occupancy, or sales of Tenant or any other occupant of the Premises and to the use of the Retail Space by Tenant or such other occupant.Tenant shall provide Landlord Page 9(15 of 952 with copies of Tenant's Sales and Use Tax Return "Form DR-15CS or DR-15EZ"filed with the Florida Department of Revenue reporting Gross Receipts made from the Premises during the preceding calendar month. 2.6 Rent Past Due. If any payment due from Tenant shall be overdue more than five(5) business days, a late charge of five(5%) percent of the delinquent sum may be charged by Landlord. If any payment due from Tenant shall remain overdue for more than fifteen (15)days, an additional late charge in an amount equal to the lesser of the highest rate permitted by law or one and one-half(1'/%) percent per month (eighteen (18%) percent per annum) of the delinquent amount may be charged by Landlord, such charge to be computed for the entire period for which the amount is overdue and which shall be in addition to and not in lieu of the five (5%)percent late charge or any other remedy available to Landlord. 2.7 Security Deposit. Landlord acknowledges receipt of a security deposit in the amount specified on the Lease Summary to be held by Landlord,without any liability for interest thereon,as security for the performance by Tenant of all its obligations under this Lease. Landlord shall be entitled to commingle the security deposit with Landlord's other funds. If Tenant defaults in any of its obligations under this Lease, Landlord may at its option, but without prejudice to any other rights which Landlord may have,apply all orpart of the security deposit to compensate Landlord for any loss, damage, or expense sustained by Landlord as a result of such default. If all or any part of the security deposit is so applied, Tenant shall restore the security deposit to its original amount on demand of Landlord,within ten(10)days. If Tenant is not in default of the Lease,as defined in Article IX,and Tenant is current on all rental payments with no monies past due, then Landlord shall return to Tenant the Security Deposit, in the amount of$40,005.50, within thirty(30)days following termination of this Lease. 2.8 Landlord's Lien. To secure the timely construction and installation of all improvements to the Premises by tenant,if applicable,and to secure the payment of ail rent and other sums of money due and to become due hereunder and the faithful performance of this Lease by Tenant, Tenant hereby gives to Landlord an express first and prior contract lien and security interest on all property now or hereafter acquired (including fixtures, equipment, chattels, and merchandise)which may be placed in the Premises and also upon all proceeds of any insurance which may accrue to Tenant by reason of destruction of or damage to any such property. Such property shall not be removed therefrom without the written consent of Landlord until all arrearages in rental and other sums of money then due to Landlord hereunder shall first have been paid; provided, Tenant may operate its business in the ordinary course and the removal of merchandise from the Premises by customers of Tenant shall not be a default under this section. All exemption laws are hereby waived in favor of said lien and security interest. This lien and security interest is given in addition to Landlord's statutory lien and shall be cumulative thereto. Landlord shall, in addition to all of its rights hereunder, also have all of the rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State in which the Premises is located. To the extent permitted by law,this Lease shall constitute a security agreement under Article 9 of the Florida Uniform Commercial Code. 2.9 Inspection and Audit. (a) Tenant shall maintain its financial records pertaining to its operations pursuant to this Lease, and records with respect to the Percentage Rent required pursuant to Section 2.3 during the Term, and for a period of three(3)years following the expiration or termination of the Lease. Such records shall be open and available to the Landlord, as deemed-necessary by the Executive Director or the Executive Director's designee, upon ten (10) business days'written notice that the Landlord desires to review said records. Tenant shall maintain accurate receipt-printing cash registers or a like alternative.which will record and show the payment for every sale made or service provided. Tenant shall also maintain such other records as would be required by an independent CPA in order to audit a statement of annual Gross Receipts and profit and loss statement pursuant to generally accepted accounting..principles. Tenant shall maintain its records relating to the operation of the Premises within Miami-Dade County, Florida. (b) The Executive Director or.Executive Director's designee shall be entitled to audit Tenant's records pertaining to its operations during the Term as often as it deems reasonably necessary throughout Page 906 of 952 the Term of this Lease, and within the three (3) year period following the expiration or termination of the Lease. Landlord shall be responsible for paying all costs associated with such audits, unless the audit(s) reveals a deficiency of five percent (5%) or more in Tenant's statement of Gross Receipts for any Lease Year audited, in which case the Tenant shall pay Landlord,within thirty(30)days of the audit being deemed final(as specified below),the cost of the audit and a sum equal to the amount of the deficiency revealed by the audit, plus interest as required pursuant to Section 2.6. These audits are in addition to periodic audits by the City of Resort Tax collections and payments, which are performed separately. Nothing contained within this Section shall preclude the City's audit rights for Resort Tax collection purposes. (c) Tenant shall submit, at the end of each Lease Year during the Term, an annual statement of Gross Receipts, in a form consistent with generally accepted accounting principles. Additionally, such statement shall be accompanied by a report from an independent CPA. ARTICLE III. USE OF PREMISES. 3.1 Permitted Use. The Premises shall be used and occupied only for the operation of an upscale restaurant,subject to the prohibited uses described in Exhibit'D"to the Lease,as specified in the Lease Summary, which use may include an Outdoor Concession Area, subject to Tenant securing the approval of Landlord and any applicable regulatory approvals. The primary use of the Premises shall be for the operation of an upscale restaurant. As such,all seats on the Premises and on any approved Outdoor Concession Area shall remain eligible for food service during all hours of operation.The business of Tenant in the Premises shall be carried on under the name specified in the Lease Summary and under no other name unless approved by Landlord in writing. Tenant shall carry on its business within the Premises in a reputable manner and shall not do, omit, permit, or suffer to be done or exist upon the Premises anything which shall result in a nuisance, hazard, or bring about a breach of any provision of this Lease or any applicable municipal or other governmental law or regulation, or would otherwise be inconsistent with a first-class commercial restaurant or incompatible with commercial uses ancillary to a first-class convention center hotel.Tenant shall observe all rules and regulations established by Landlord for the Retail Space. The rules and regulations in effect as of the date hereof are attached to and made a part of this Lease as Exhibit"C." Landlord will provide a copy of any amendments to the rules and regulations at least seven(7) days prior to the effective date of any such amendments. Tenant shall display such name as Landlord may from time to time designate for the Retail Space in its stationery used upon the Premises, and in material which is given, visible, or available to customers of Tenant.Tenant shall promote such name in any advertisements or promotional material published or initiated by Tenant in regard to its business from the Premises. The names for the Retail Space and the project of which the Retail Space is a part, which Landlord may from time to time adopt, and every name or mark adopted by Landlord in connection with the Retail Space shall be used by Tenant only in association with the business carried on in the Premises during the Term and Tenant's use thereof shall be subject to such reasonable regulation as Landlord may from time to time impose. 3.2 Compliance with Laws. The Premises shall be used and occupied in a safe, careful, and proper manner so as not to contravene any present or future laws, rules, regulations, constitutions, orders, ordinances, charters, statutes, codes, executive orders, and requirements of all governmental authorities having jurisdiction over the Premises or any street,road,avenue,or sidewalk comprising a part of,or lying in front of,the Premises or any vault in or under the Premises(including,without limitation, any of the foregoing relating to handicapped access or parking, the local building codes,and the laws, rules, regulations,orders,ordinances,statutes,codes,and requirements of any applicable Fire Rating Bureau or other body exercising similar functions),the temporary and/or permanent certificate or certificates of occupancy issued for the Premises as then in force, and any and all provisions and requirements of any property,casualty,or other insurance policy required to be carried by Tenant under this Lease. If due to Tenant's use of the Premises repairs, improvements, or alterations are necessary to comply with any of the foregoing, Tenant shall pay the entire cost thereof. 3.3 Skins. Tenant, at Tenant's expense, shall erect and maintain identification signage upon the storefront of the Premises. The design and specification of such signage shall be subject to Landlord's sign criteria as adopted from time to time and such design and specification(including camera-ready artwork)shall be submitted for Landlord's prior approval. Except with the prior written consent of Landlord, Tenant shall not erect, install, Page 91W of 952 display, inscribe, paint,or affix any signs, lettering, or advertising medium upon or above any exterior portion of the Premises or in or on Tenant's storefront or storefront window. Landlord's signage criteria is attached hereto and made a part hereof as Exhibit"E." 3.4 Environmental Provisions. (a) Tenant shall not knowingly incorporate into, use, or otherwise place or dispose of at the Premises or in the Retail Space (or allow others to incorporate into, use, or otherwise place or dispose of at the Premises or in the Retail Space) any Hazardous Materials, as hereinafter defined, unless (i)such Hazardous Materials are for use in the ordinary course of business(i.e., as with office or cleaning supplies), (ii) notice of and a copy of the current material safety data sheet is provided to Landlord for each such Hazardous Material(except for Hazardous Materials used by Tenant in the ordinary course of business (i.e., as with office or cleaning supplies)), and (iii)such materials are handled and disposed of in accordance with all applicable governmental laws, rules, and regulations. If Landlord or Tenant ever has knowledge of the presence in the Premises or the Retail Space of Hazardous Materials which affect the Premises, such party shall notify the other thereof in writing promptly after obtaining such knowledge. For purposes of this Lease, "Hazardous Materials" shall mean: (a)petroleum and its constituents;(b)radon gas,asbestos in any form which is or could become friable, urea formaldehyde foam insulation, transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyls in excess of federal, state or local safety guidelines, whichever are more stringent; (c)any substance, gas, material or chemical which is or may hereafter be defined as or included in the definition of"hazardous substances,""hazardous materials," "hazardous wastes," "pollutants or contaminants," "solid wastes," or words of similar import under any applicable governmental laws, rules, and regulations including,but not limited to,the Comprehensive Environmental Response, Compensation and Liability Act, as amended,42 U.S.C. §9061 et seq.;the Hazardous Materials Transportation Act, as amended,49 U.S.C.§ 1801,et seq.;the Resource Conservation and Recovery Act,as amended,42 U.S.C.§6901, et seq.;the Federal Water Pollution Control Act,as amended,33 U.S.C.§1251,et seq.;and Florida Statutes,Chapters 376 and 403;and(d)any other chemical,material,gas,or substance,the exposure to or release of which is regulated by any governmental or quasi-governmental entity having jurisdiction over the Retail Space or the operations thereon. (b) If Tenant or its employees, agents, or contractors shall ever violate the provisions of subsection (a), above, then Tenant shall clean-up, remove, and dispose of the Hazardous Material causing the violation, in compliance with all applicable governmental standards, laws, rules, and regulations and repair any damage to the Premises or Retail Space within such period of time as may be reasonable under the circumstances after written notice by Landlord, provided that such work shall commence not later than thirty(30)days from such notice and be diligently and continuously carried to completion by Tenant or Tenant's designated contractors. Tenant shall notify Landlord of its method,time, and procedure for any clean-up or removal of Hazardous Materials under this provision; and Landlord shall have the right to require reasonable changes in such method, time, or procedure or to require the same to be done after normal business hours or when the Retail Space is otherwise closed (i.e., holidays)if reasonably required for the protection of other tenants or occupants of the Retail Space. (c) Tenant agrees to defend, indemnify, and hold harmless Landlord, and the City of Miami Beach (the"City")against any and all claims, costs,expenses,damages, liability, and the like,which Landlord may hereafter be liable for, suffer, incur, or pay arising under any applicable environmental laws, rules, and regulations and resulting from or arising out of any breach of the covenants contained in this section 3.4, or out of any act, activity, or violation of any applicable environmental laws, rules, and regulations on the part of Tenant, its agents, employees,or assigns.Tenant's liability under this section 3.4 shall survive the expiration or any termination of this Lease. 3.5 Hours;Continued Occupancy. During the Term,Tenant shall conduct its business in the Premises, at a minimum, on all days and during all hours established by Landlord from time to time as hours for the Retail Space. Tenant may conduct business on the Premises, in addition to the foregoing times, in Tenant's reasonable judgment in order to maximize sales from the Premises, at Tenant's sole expense; provided, however,that Tenant does not to exceed the approved hours of operation set forth in paragraph 23 of the Lease Summary. However, Landlord shall not be responsible for providing common area or other services during such additional hours.Tenant shall open the whole of the Premises for business to the public, fully fixtured, stocked, and staffed in accordance with the Lease Summary, unless otherwise approved in writing by Landlord, and shall continuously, actively, and Page 900of 952 diligently carry on the business specified in section 3.1 on the whole of the Premises during the Term, during such hours and upon such days as are herein required, except when prevented from doing so by force majeure.Tenant acknowledges that its continued occupancy of the Premises and the regular conduct of its business therein are of utmost importance to neighboring tenants and to Landlord in the renting of space in the Retail Space, the renewal of other leases therein, the efficient and economic supply of services and utilities. Tenant acknowledges that Landlord is executing this Lease in reliance thereupon and that the same is a material element inducing Landlord to execute this Lease. Tenant shall not keep or display any merchandise on or otherwise obstruct the common areas and shall not sell, advertise, conduct, or solicit business anywhere within the Retail Space other than in the Premises. Tenant shall ship and receive supplies, fixtures, equipment, furnishings, wares, and merchandise only through the appropriate service and delivery facilities provided by Landlord; and shall not park its trucks or other delivery vehicles or allow suppliers or others making deliveries to or receiving shipments,from the Premises to park in the parking areas, except in those parts thereof as may from time to time be allocated by Landlord for such purpose.Tenant shall maintain available a substantial stock of goods,wares,and merchandise adequate to ensure successful operation of Tenant's business, and shall employ and maintain sales and other personnel sufficient at all times for proper service to customers. 3.6 Prohibited Uses. Notwithstanding any other provisions of this Lease, Tenant shall not use the Premises nor permit them to be used for any of the following purposes: (A)for the sale by Tenant, as its principal business purpose, of any merchandise which Tenant, in the course of its normal business practice, purchases at manufacturers'clearances or purchases of ends-of-runs,bankruptcy stock, seconds,or other similar merchandise; (B)for the sale of second-hand goods, war surplus articles,insurance salvage stock,fire sale stock, merchandise damaged by or held out to,be damaged by fire, except merchandise damaged by fire or smoke occurring in the Retail Space,and then only for thirty(30)days after the date of any such damage; (C)as an auction or flea market; (D)for a bankruptcy sale or going-out-of-business sale or liquidation sale or any similar sale, unless Tenant is in fact in bankruptcy or is going out of business or is in liquidation, in which case such sale shall not continue beyond thirty(30) days; (E)a business primarily used for an order office, mail order office, or catalogue store; or (F)any business in which Tenant is engaged in intentionally deceptive or fraudulent advertising or selling practices or any other act or business practice contrary to honest retail practices (G) tenant shall not offer or sell Hookahs, (H) Cigarettes or CBD products. ARTICLE IV. ACCESS AND ENTRY. 4.1 Right of Examination.Landlord shall be entitled at all reasonable times and upon reasonable written notice, not less than 24 hours (but no notice is required in emergencies)to enter the Premises to examine them if Landlord reasonably believes that Tenant is not complying with any of its obligations hereunder; to make such repairs, alterations, or improvements thereto as Landlord considers necessary or reasonably desirable;.to have access to underfloor facilities and access panels to mechanical shafts and to check, calibrate, adjust, and balance controls and other parts of the heating,air conditioning,ventilating, and climate control systems. Landlord reserves to itself(and others acting on behalf of Landlord including, without limitation, the City)the right to install, maintain, use, and repair pipes, ducts, conduits, vents, wires, and other installations leading in, through, over, or under the Premises and for this purpose,Landlord may take all material into and upon the Premises which is required therefor. Tenant shall not unduly obstruct any pipes, conduits, or mechanical or other electrical equipment so as to prevent reasonable access thereto. Landlord reserves the right to use all exterior walls and roof area. 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 and Tenant's property. 4.2 Right to Show Premises. Landlord and its agents have the right to enter the Premises at all reasonable times and upon reasonable written notice not less than 24 hours to show them to prospective purchasers, lenders,or anyone having a prospective interest in the Retail Space,and,during the last six(6)months of the Term (or the last six(6) months of any renewal term if this Lease is renewed),to show them to prospective tenants. 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 and Tenant's property. Page 90 of 952 ARTICLE V. INITIAL CONSTRUCTION; MAINTENANCE, REPAIRS,AND ALTERATIONS. 5.1. Tenant's Construction Obligations. (a) Subject to the provisions hereof, Tenant shall, at its expense, cause the construction and installation of all improvements to the Premises, if applicable, in accordance with Tenant's Plans, as hereinafter defined, and as necessary to permit Tenant to occupy same and conduct normal business operations (such improvements being referred to herein as "Tenant's Work"). The plans for such improvements shall be submitted to the Landlord for the Landlord's prior written consent, which will not be unreasonably withheld or delayed. (b) All permanent(fixed)improvements to the Premises shall remain the property of the Landlord upon termination of the Lease. Upon the lawful termination of the Lease, all personal property and trade fixtures may be removed by the Tenant from the Premises without damage to the Premises. (c) Any damage to the existing finishes of the Premises or Retail Space shall be patched and repaired by Tenant, at its expense, and all such work shall be done to Landlord's satisfaction. If any patched and painted area does not match the original surface, then the entire surface shall be repainted at Tenant's expense. Tenant agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all costs, expenses, damage, loss, or liability, including, but not limited to, reasonable attorneys'fees and costs,which arise out of, is occasioned by, or is in any way attributable to the build-out of the Premises or any subsequent improvements or alterations by Tenant pursuant to this Lease. Tenant, at its expense, shall be responsible for the maintenance, repair,and replacement of any and all items constructed'by Tenant's contractor. (d) Tenant shall not alter the existing fire alarm system in the Premises or the Retail Space. Tenant's Plans shall include detailed drawings and specifications for the design and installation of Tenant's fire alarm (and security) system(s)for the Premises. Such system(s)shall meet all appropriate building code requirements, and the fire alarm system shall,at Tenant's expense,be integrated into Landlord's fire alarm system for the Retail Space. (Landlord is not required to provide any security system.)Landlord's electrical contractor and/or fire alarm contractor shall, at Tenant's expense, make all final connections between Tenant's and Landlord's fire alarm systems.Tenant shall insure that all work performed on the fire alarm system shall be coordinated at the job site with the Landlord's representative. (e) Tenant will permit no liens to attach to the Premises arising from, connected with or related to the construction of the improvements. Moreover,such construction shall be accomplished through the use of licensed, reputable contractors who are acceptable to Landlord. Any and all permits and or licenses required for the installation of improvements shall be the sole responsibility of Tenant. (f) The above requirements for submission of plans and the use of specific contractors shall not apply to improvements, maintenance or repairs which do not exceed$20,000.00, provided'that the work is not structural, and provided that it is permitted by applicable law. (g) Landlord acknowledges that the prior tenant of the Premises has made improvements and had signage installed prior to the execution of this.Lease Agreement, and as such, said improvements and signage are acceptable to Landlord,to the extent that same were properly permitted, and done in compliance with all applicable building codes, and any other Municipal, County, State and Federal laws. 5.2 Maintenance and Repairs by Landlord. It is hereby acknowledged and agreed that Landlord shall maintain and repair the foundations and all structural components of the Retail Space. Tenant will notify in writing of any necessary repairs that are the obligation of Landlord. Landlord shall not be responsible for any damages caused to Tenant by reason of failure of any equipment or facilities serving the Retail Space or delays in the performance of any work for which the Landlord is responsible to perform pursuant to this Lease. Notwithstanding any other provisions of this Lease, if any part of the Retail Space is damaged or destroyed or requires repair, replacement, or alteration as a result of the act or omission of Tenant, its employees, agents, invitees, licensees, or contractors, Landlord shall have the right to perform same and the cost of such repairs, replacement, or alterations shall be paid by Tenant to Landlord upon demand. In addition, if, in an emergency, it shall become Page 91a of 952 necessary to make promptly any repairs or replacements required to be made by Tenant, Landlord may re-enter the Premises and proceed forthwith to have the repairs or replacements made and pay the costs thereof. Upon demand,Tenant shall reimburse Landlord for the cost of making the repairs. Landlord shall exercise its rights under this section in a manner so as to minimize any disruption or interference with the operation of Tenant's business and property. 5.3 Maintenance and Repairs by Tenant. Tenant shall, at its sole cost, repair and maintain the Premises, all to a standard consistent with a first-class commercial restaurant,with the exception of base building, mechanical and electrical systems, roof and foundation, which are the obligation of the Landlord. Without limiting the generality of the foregoing,Tenant is specifically required to maintain and make repairs to(i)the portion of any pipes, lines, ducts, wires, or conduits contained within the Premises including, without limitation, interior plumbing and electrical installations, (ii)windows, plate glass, doors, and any fixtures or appurtenances composed of glass (including, without limitation, interior and exterior washing of windows and plate glass and the installation of hurricane shutters if:provided by the Landlord); (iii)Tenant's sign; (iv)any heating or air conditioning equipment serving the Premises ("HVAC") (which shall include, without limitation, a preventive maintenance HVAC service contract. Such service contract shall include, without limitation, preventive HVAC maintenance no less than monthly); and (v)the Premises or the Retail Space when repairs to the same are necessitated by any act or omission of Tenant,or the failure of Tenant to perform its obligations under this Lease. All repair and maintenance performed by Tenant in the Premises shall be performed by contractors or workmen designated or approved by Landlord,which approval shall not be unreasonably withheld or delayed. At the expiration or earlier termination of the Term, Tenant shall surrender the Premises to Landlord in as good condition and repair as Tenant is required to maintain the Premises throughout the Term, reasonable wear and tear excepted. Tenant shall also furnish, maintain, and replace all electric light bulbs, tubes, and tube casings located within or serving the Premises and Tenant's signage, all at Tenant's sole cost and expense. 5.4 Approval of Tenant's Alterations. Unless otherwise provided herein, no alterations (including, without limitation, improvements, additions, or modifications to the Premises) shall be made by Tenant to the Premises without Landlord's prior written approval,which,as to exterior or structural alterations may be withheld in Landlord's sole discretion. Any alterations by Tenant shall be•perfoimed at the sole cost of Tenant, by contractors and workmen approved by Landlord,which approval shall not be unreasonably withheld or delayed, in a good and workmanlike manner, and in accordance with all applicable laws and regulations. 5.5 Removal of Improvements and Fixtures. All leasehold improvements and fixtures (other than unattached, movable trade fixtures which can be removed without damage to the Premises)shall at the expiration or earlier termination of this Lease become Landlord's property. Tenant may, during the Term, in the usual course of its business, remove its trade fixtures, provided that Tenant is not in default under this Lease; and Tenant shall, at the expiration or earlier termination of the Term, at its sole cost, remove such of the leasehold improvements (except for improvements installed by Landlord prior to the Commencement Date)and trade fixtures in the Premises as Landlord shall require to be removed and restore the Premises to the condition existing prior to such removal. Tenant shall at its own expense repair any damage caused to the Retail Space by such removal. If Tenant does not remove its trade fixtures at the expiration or earlier termination of the Term,the trade fixtures shall,at the option of Landlord, become the property of Landlord and may be removed from the Premises and sold or disposed of by Landlord in such manner as it deems advisable without any accounting to Tenant. 5.6 Liens.Tenant shall promptly pay for all materials supplied and work done in respect of the Premises by, through, or under Tenant so as to ensure that no lien is recorded against any portion of the Retail Space or against Landlord's or Tenant's interest therein. If a lien is so recorded, Tenant shall discharge it promptly by payment or bonding. If any such lien against the Retail Space or Landlord's interest therein is recorded and not discharged by Tenant as above required within ten (10)days following written notice to Tenant, Landlord shall have the right to remove such lien by bonding or payment and the cost thereof shall be paid immediately from Tenant to Landlord. Landlord and Tenant expressly agree and acknowledge that no interest of Landlord in the Premises or the Retail Space shall be subject to any lien for improvements made by Tenant in or for the Premises,and Landlord shall not be liable for any lien for any improvements made by Tenant, such liability being expressly prohibited by the terms of this Lease. In accordance with applicable laws of the State of Florida, Landlord has filed in the public records of Miami-Dade County, Florida, a public notice containing a true and correct copy of this paragraph, and Page 9113 of 952 Tenant hereby agrees to inform all contractors and material suppliers performing work in or for or supplying materials to the Premises of the existence of said notice. 5.7 Utilities. Tenant shall pay to Landlord, or as Landlord directs, all gas, electricity, water, trash, pest control and other utility charges applicable to the Premises as separately metered. Tenant shall, at its own cost, install, maintain and repair, as required, its electrical meter for the Premises. In addition, Tenant's electrical equipment and lighting shall be restricted to that equipment and lighting which individually does not have a rated capacity and/or design load greater than the rated capacity and/or design load of the Retail Space. If Tenant's consumption of electrical services exceeds either the rated capacity and/or design load of•the Retail Space, then Tenant shall remove the equipment and/or lighting to achieve compliance within ten (10)days after receiving written notice from Landlord, or such equipment and/or lighting may remain in the Premises, so long as (a)Tenant shall pay for all costs of installation and maintenance of submeters, wiring, air-conditioning, and other items required by Landlord, in Landlord's reasonable discretion, to accommodate Tenant's excess design loads and capacities; and (b)Tenant shall pay to Landlord, within thirty(30) days after rendition of a bill,the cost of the excess consumption of electrical service at the rates charged to Landlord by Florida Power& Light, which shall be in accordance with any applicable laws. ARTICLE VI. INSURANCE AND INDEMNITY. 6.1 Tenant's Insurance. The Tenant shall maintain the below required insurance in effect prior to awarding the Lease and for the duration of the Agreement. The maintenance of proper insurance coverage is a material element of the Agreement and failure to maintain or renew coverage may be treated as a material breach of the Agreement,which could result in withholding of payments or termination of the Agreement. A. Worker's Compensation Insurance for all employees of the vendor as required by Florida Statute 440, and Employer Liability Insurance for bodily injury or disease. Should the Tenant be exempt from this Statute, the Tenant and each employee shall hold the City harmless from any injury incurred during performance of the Agreement. The exempt Tenant shall also submit (i) a written statement detailing the number of employees and that they are not required to carry Workers'Compensation insurance and do not anticipate hiring any additional employees during the term of this Agreement or(ii)a copy of a Certificate of Exemption. B. Commercial General Liability Insurance on an occurrence basis, including products and completed operations, property damage, bodily injury and, personal & advertising injury with limits no less than $1,000,000 per occurrence, and$2,000,000 general aggregate. C. All-Risk property and casualty insurance,written at a minimum of eighty(80%)percent of replacement cost value and with replacement cost endorsement, covering all leasehold improvements installed in the Demised Premises by or on behalf of Tenant and including without limitation all of Tenant's personal property in the Demised Premises (including, without limitation, inventory, trade fixtures, floor coverings, furniture, and other property removable by Tenant under the provisions of this Agreement). D. Liquor Liability Insurance on an occurrence basis, including property damage, bodily injury and personal& advertising injury with limits no less than $1,000,000 per occurrence. (Required, if necessary.) E. Business interruption insurance, sufficient to insure Tenant for no less than one(1) full year of loss of business,with the Landlord named thereon as loss payee to the extent permitted by applicable law. 6.2 Additional Insured - City of Miami Beach must be included by endorsement as an additional insured with respect to all liability policies (except Professional Liability and Workers' Compensation) arising out of work or operations performed on behalf of the contractor including materials, parts, or equipment furnished in connection Page 912 of 952 with such work or operations and automobiles owned, leased, hired or borrowed in the form of an endorsement to the contractor's insurance. 6.3 Notice of Cancellation - Each insurance policy required above shall provide that coverage shall not be cancelled, except with notice to the City of Miami Beach do EXIGIS Insurance Compliance Services. 6.4 Waiver of Subrogation—Vendor agrees to obtain any endorsement that may be necessary to affect the waiver of subrogation on the coverages required. However, this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. 6.5 Acceptability of Insurers—Insurance must be placed with insurers with a current A.M. Best rating of A:VII or higher. If not rated, exceptions may be made for members of the Florida Insurance Funds(i.e. FWCIGA, FAJUA). Carriers may also be considered if they are licensed and authorized to do insurance business in the State of Florida. 6.6 Verification of Coverage — Tenant shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications,at any time. CERTIFICATE HOLDER MUST READ: CITY OF MIAMI BEACH Go EXIGIS Insurance Compliance Services P.O.Box 4668—ECM#35050 New York, NY 10163-4668 Kindly submit all certificates of insurance,endorsements, exemption letters to our servicing agent, EXIGIS, at: Certificates-miamibeachariskworks.com 6.7 Special Risks or Circumstances-The City of Miami Beach reserves the right to modify these requirements, including limits,based on the nature of the risk,prior experience,insurer,coverage,or other special circumstances. 6.8 Compliance with the foregoing requirements shall not relieve the Tenant of his liability and obligation under this section or under any other section of this agreement. 6.9 Loss or Damage: Indemnification. (A) Loss or Damage. Tenant acknowledges that the Landlord will be performing any maintenance and repairs required of Landlord hereunder. Landlord shall not be liable for any death or injury arising from or out of any occurrence in, upon, at, or relating to the Retail Space or damage to property of Tenant or of others located on the Premises or elsewhere in the Retail Space, nor shall it be responsible for any loss of or damage to any property of Tenant or others from any cause,unless such death, injury,loss,or damage results from the gross negligence or willful misconduct of Landlord. Without limiting the generality of the foregoing, Landlord shall not be liable for any injury or damage to persons or property resulting from fire,explosion,falling plaster,falling ceiling tile, falling fixtures, steam, gas, electricity, water, plumbing works (outside of the Premises), roof, or subsurface of any floor or ceiling of the Retail Space or from the street or any other place or by any other cause whatsoever, unless resulting from the gross negligence or willful misconduct of Landlord. Notwithstanding the foregoing paragraph, in no event shall Landlord or the City be liable, whether to Tenant or to third parties,for an interruption or failure in the supply of any utilities or services to the Premises,or for any damage to person or property arising from a force majeure event,environmental concerns,theft,vandalism, HVAC malfunction, sprinklers, appliances, plumbing works within the Premises,windows, dampness,the bursting Page 913 of 952 or leaking of water pipes,any act or omission of Tenant,or its employee,agent,contractor, invitee,guest,assignee, or sub-tenant or occupant of the Premises or of any other person, or otherwise. Additionally, all personal property placed or moved into the Premises will be at the sole risk of Tenant. (B) Tenant shall indemnify, defend and hold harmless Landlord and the City of Miami Beach from and against any and all losses (including loss of Minimum Rent and additional rent payable in respect to the Premises), claims, actions, damages, liability, and expense of any kind whatsoever(including attorneys'fees and costs at all tribunal levels), unless caused by the gross negligence or willful misconduct of Landlord, arising from (1)any occurrence in, upon,or at the Premises,(2)the occupancy,use,or improvement by Tenant,or its employee, agent,contractor, invitee, guest, assignee,or sub-tenant of the Premises or any part thereof, (3)occasioned wholly or in part by any act or omission of Tenant or its employee, agent, contractor, invitee, guest, assignee, sub-tenant or by anyone permitted to be on the Premises by Tenant; (4)any misuse, neglect or unlawful use of the Premises by Tenant or its employee, agent, contractor, invitee, guest, assignee, or sub-tenant; or(5) any breach, violation, or non-performance of any undertaking of Tenant under this Lease. (C) No Waiver of Sovereign Immunity. Nothing contained in this Section or elsewhere in this Lease is in any way intended to be a waiver of the limitation placed upon the Landlord and the City's liability as set forth in Florida Statutes Section 768.28. ARTICLE VII. DAMAGE AND DESTRUCTION. 7.1 Damage to Premises. Tenant acknowledges that if the Premises are partially or totally destroyed due to fire or other casualty,any repairs to or rebuilding of the damaged portions of the Retail Space will be performed by Landlord and in any event only to the extent that Landlord is required to repair or rebuild the Retail Space.If Landlord repairs or rebuilds,Rent shall abate proportionately to the portion of the Premises, if any, rendered untenantable from the date of destruction or damage until the repairs have been substantially completed. Upon being notified that the repairs have been substantially completed, Tenant shall diligently perform all other work required to fully restore the Premises for use in Tenant's business, in every case at Tenant's cost and without any contribution to such cost by Landlord, whether or not Landlord has at any time made any contribution to the cost of supply, installation, or construction of leasehold improvements in the Premises. Tenant agrees that during any period of reconstruction or repair of the Premises, it will continue the operation of its business within the Premises to the extent practicable. If ail or any part of the Premises shall be damaged by fire or other casualty and the fire or other casualty is caused by the fault or neglect of Tenant or Tenant's agents,guest,or invitees,rent and all other charges shall not abate. 7.2 Termination for Damage. Notwithstanding section 7.1,if damage or destruction which has occurred to the Premises or the Retail Space is such that in the reasonable opinion of Landlord such reconstruction or repair cannot be completed within one hundred twenty(120)days of the happening of the damage or destruction,Landlord or Tenant may, at its option, terminate this Lease on notice to the other given within thirty(30) days after such damage or destruction and Tenant shall immediately deliver vacant possession of the Premises in accordance with the terms of this Lease. In addition, if Landlord undertakes the reconstruction or repair,and does not complete same within nine (9) months after the date of the fire or other casualty (subject to the time required to prepare plans for reconstruction, to obtain building permits,to receive distribution of insurance proceeds,and to complete the likely contract bidding process and all other relevant factors, but not to exceed an additional ninety(90)days),then Tenant shall have the right to terminate this Lease by written notice to Landlord delivered within thirty(30)days after the expiration of such nine(9)month period(or as extended),whereupon both parties shall be relieved of all further obligations hereunder, except as otherwise expressly set forth herein. ARTICLE VIII. ASSIGNMENT, LEASES,AND TRANSFERS. 8.1 Transfer by Tenant. Tenant shall not enter into, consent to, or permit any Transfer, as hereinafter defined, without the prior written consent of Landlord in each instance, which consent may not be unreasonably Page Mt of 952 withheld. For purposes of this Lease, "Transfer" means an assignment of this Lease in whole or in part; a sublease of all or any part of the Premises; any transaction whereby the rights of Tenant under this Lease or to the Premises are transferred to another;any mortgage or encumbrance of this Lease or the Premises or any part thereof or other arrangement under which either this Lease or the Premises become security for any indebtedness or other obligations; and if Tenant is a corporation or a partnership, the transfer of a controlling interest(greater than 50%) in the stock of the corporation or partnership interests, as applicable provided transfers to family members and transfers to third parties of less than 50%of the stock of the Tenant are permitted without Landlord consent. If there is a permitted Transfer, Landlord may collect rent or other payments from the transferee and apply the net amount collected to the rent or other payments required to be paid pursuant to this Lease but no acceptance by Landlord of any payments by a transferee shall be deemed a waiver of any provisions hereof regarding Tenant. Notwithstanding any Transfer, Tenant shall not be released from any of its obligations under this Lease. Landlord's consent to any Transfer shall be subject to the further condition that if the Minimum Rent and additional rent pursuant to such Transfer exceeds the Minimum Rent and additional rent payable under this Lease,the amount of such excess shall be paid to Landlord. If, pursuant to a permitted Transfer, Tenant receives from the transferee, either directly or indirectly, any consideration other than Minimum Rent and additional rent for such Transfer, either in the form of cash, goods, or services, Tenant shall, upon receipt thereof, pay to Landlord an amount equivalent to such consideration.Landlord acknowledges that any proceeds received in connection with the sale of Tenant's business (which sale shall include a corresponding assignment of this Lease) shall belong exclusively to the Tenant and/or its principals). ARTICLE IX. DEFAULT. 9.1 Defaults. A default by Tenant shall be deemed to have occurred hereunder, if and whenever: (i)any Minimum Rent is not paid within 5 days from notice or demand for payment has been made by Landlord; (ii)any other additional rent is in arrears and is not paid within five(5) days after written demand by Landlord; • (iii)Tenant has breached any of its obligations in this Lease (other than the payment of rent) and Tenant fails to remedy such breach within thirty(30) days (or such shorter period as may be provided in this Lease), or if such breach cannot reasonably be remedied within thirty(30) days (or such shorter period), then if Tenant fails to immediately commence to remedy and thereafter proceed diligently to remedy such breach, in each case after notice in writing from Landlord;(iv)Tenant becomes bankrupt or insolvent;(v)any of Landlord's policies of insurance with respect to the Retail Space are canceled or adversely changed as a result of Tenant's use or occupancy of the Premises; or(vi)the business operated by Tenant in the Premises shall be closed by governmental or court order for any reason. 9.2 Remedies. In the event of any default hereunder 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: (A) Landlord may cancel this Lease by notice to Tenant and retake possession of the Premises for Landlord's account,or may terminate Tenant's right to possession of the Premises without terminating this Lease. In either event,Tenant shall then quit and surrender the Premises to Landlord. If Landlord terminates Tenant's right to possession of the Premises without terminating this Lease, 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. (B) 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 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 law. (C) If Landlord terminates Tenant's right to possession of the Premises without terminating this Lease under subsection (A)above, Tenant shall remain liable(in addition to accrued liabilities)to the extent legally permissible for all rent and all of the charges Tenant would have been required to pay until the date this Lease Page 915 of 952 • would have expired had such cancellation not occurred. Tenant's liability for rent shall continue notwithstanding re-entry or repossession of the Premises by Landlord. In addition to the foregoing, Tenant shall pay to Landlord such sums as the court which has jurisdiction thereover may adjudge as reasonable attorneys'fees with respect to any successful lawsuit or action instituted by Landlord to enforce the provisions of this Lease. (D) 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, except as expressly set forth below. (E) If Landlord terminates Tenant's right to possession of the Premises without terminating this Lease under subsection (A) above, and Landlord so elects, the rent hereunder 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(reduced to present value using a discount factor equal to the stated prime lending rate on the date of Tenant's default by Landlord's then existing mortgagee or, if there is no mortgagee,by Citibank, N.A., New York). Prior to or following payment in full by Tenant of such discounted sum promptly upon demand, Landlord shall use good faith efforts to relet the Premises. If Landlord receives consideration as a result of a reletting of the Premises relating to the same time period for which Tenant has paid accelerated rent,such consideration actually received by Landlord, less any and all of Landlord's cost of repairs,alterations,additions,redecorating,and other expenses in connection with such reletting of the Premises, shall be a credit against such discounted sum, and such discounted sum shall be reduced if not yet paid by Tenant as called for herein, or if Tenant has paid such discounted sum, such credited amount shall be repaid to Tenant by Landlord(provided said credit shall not exceed the accelerated amount). (F) Landlord may remedy or attempt to remedy any default of Tenant under this Lease for the account of Tenant and to enter upon the Premises for such purposes. No notice of Landlord's intention to perform such covenants need be given Tenant unless expressly required by this Lease.Landlord shall not be liable to Tenant for any loss or damage caused by the reasonable 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 remedy such default. Any expenses incurred by Landlord shall accrue interest from the date of payment by Landlord until repaid by Tenant at the highest rate permitted by law. 9.3 Costs. Tenant shall pay to Landlord on demand all costs incurred by Landlord, including 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 be also liable to Landlord for the expenses to which Landlord may be put in re-entering the Premises; repossessing the Premises; painting, altering, or dividing the Premises;combining the Premises with an adjacent space for any new tenant;putting the Premises in proper repair; protecting and preserving the Premises by placing watchmen and caretakers therein; reletting the Premises (including attorneys' fees and disbursements, marshall's fees, and brokerage fees, in so doing); and any other expenses reasonably incurred by Landlord. 9.4 Additional Remedies: Waiver. The rights and remedies of Landlord set forth herein shall be in addition to any other right and remedy now and hereinafter provided by law. All rights and remedies shall be cumulative and non-exclusive of each other. 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. 9.5 Default by Landlord. In the event of any default by Landlord, Tenant's exclusive remedy shall be an action for damages or injunction, but prior to any such action Tenant will give Landlord written notice specifying such default with particularity, and Landlord shall have a period of thirty(30)days following the date of such notice in which to cure such default;provided,however,that if such default reasonably requires more than thirty(30)days to cure, Landlord shall have a reasonable time to cure such default, provided Landlord commences to cure within such thirty(30) day period and thereafter diligently prosecutes such cure to completion). Notwithstanding any provision of this Lease, in the event of a default by Landlord, Tenant hereby agrees and acknowledges that in no event shall Landlord be liable for any incidental,indirect,special or consequential damages including,without limitation, loss of revenue or loss of profits of Tenant which may be alleged as a result of Landlord's default, and Landlord's maximum liability shall be as provided in section 9.6. Page 910 of 952 9.6 Limitation of Landlord's Liability. Landlord desires to enter into this Lease only if in so doing the Landlord can place a limit on its liability for any cause of action for money damages due to an alleged breach by the Landlord of this Lease, so that its liability for any such breach never exceeds the sum of$10,000.00. Tenant hereby expresses its willingness to enter into this Lease with Tenant's recovery from the Landlord for any damage action for breach of contract to be limited to a maximum amount of$10,000.00. Accordingly, and notwithstanding any other term or condition of this Lease, Tenant hereby agrees that the Landlord shall not be liable to the Tenant for damages in an amount in excess of$10,000.00, for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the Landlord by this Lease. Nothing contained in this paragraph or elsewhere in this Lease is in any way intended to be a waiver of the limitation placed upon the Landlord's liability as set forth in Section 768.28, Florida Statutes. ARTICLE X. ESTOPPEL CERTIFICATE :SUBORDINATION. 10.1 Estoppel Certificate. Within ten (10)days after written request by Landlord,Tenant shall deliver in a form supplied by Landlord,an estoppel certificate to Landlord as to the status of this Lease, including whether this Lease is unmodified and in full force and effect(or, if there have been modifications, that this Lease is in full force and effect as modified and identifying the modification agreements); the amount of Minimum Rent and additional rent then being paid and the dates to which same have been paid; whether or not there is any existing or alleged default by either party with respect to which a notice of default has been served, or any facts exist which, with the passing of time or giving of notice, would constitute a default and, if there is any such default or facts, specifying the nature and extent thereof; and any other matters pertaining to this Lease as to which Landlord shall request such certificate. Landlord, and any prospective purchaser, lender, or ground lessor shall have the right to rely on such certificate. 10.2 Subordination;Attornment. This Lease and all rights of Tenant shall be subject and subordinate to any and all mortgages, security agreements, or like instruments resulting from any financing, refinancing, or collateral financing (including renewals or extensions thereof),and to any and all ground leases, made or arranged by Landlord of its interests in all or any part of the Retail Space, from time to time in existence against the Retail Space, whether now existing or hereafter created. Such subordination shall not require any further instrument to evidence such subordination. However,on request,Tenant shall further evidence its agreement to subordinate this Lease and its rights under this Lease to any and all documents and to all advances made under such documents. The form of such subordination shall be made as required by Landlord, its lender, ground lessor, the City. Tenant shall, if requested by Landlord,or a mortgagee,owner,or purchaser, or by any person succeeding to the interest of such mortgagee, owner, or purchaser, as the result of the enforcement of the remedies provided by law or the applicable instrument held by Landlord, such mortgagee, owner, or purchaser, automatically attorn to and become the tenant of Landlord or any such mortgagee, owner, purchaser, or successor-in-interest, without any change in the terms or other provisions of this Lease; provided, however, that Landlord, said mortgagee, owner, purchaser, or successor shall not be bound by (a)any payment of rent or additional rent for more than one(1) month in advance, or (b)any security deposit or the like not actually received by Landlord, such mortgagee, owner, or purchaser,or successor,or(c)any amendment or modification in this Lease made without the consent of Landlord, such mortgagee, owner, purchaser,or successor,or(d)any construction obligation, free rent, or other concession or monetary allowance, or(e)any set-off, counterclaim, or the like otherwise available against Landlord, or(f)any act or omission of any prior landlord (including Landlord). Upon request by Landlord, said mortgagee, owner, or purchaser, or successor, Tenant shall execute and deliver an instrument or instruments confirming its attomment. Notwithstanding the foregoing, any such subordination of this Lease shall be conditioned on the Landlord obtaining a nondisturbance agreement in favor of Tenant from all mortgagees and ground lessors regarding any financings or other leases entered into by Landlord with respect to the Retail Space, and no subordination shall be effective without a corresponding nondisturbance agreement. ARTICLE Xl. CONTROL OF RETAIL SPACE BY LANDLORD. Page 919 of 952 11.1 Use and Maintenance of Common Areas. Tenant and those doing business with Tenant for purposes associated with Tenant's business on the Premises,shall have a non-exclusive license to use the common areas for their intended purposes during normal business hours in common with others entitled thereto and subject to any rules and regulations imposed by Landlord. Landlord shall use reasonable efforts to keep the common areas in good repair and condition and shall clean the common areas when necessary. Tenant acknowledges that any common areas of the Retail Space shall at all times be under the exclusive control and management of Landlord. For purposes of this Lease, "common areas"shall mean those areas, facilities, utilities, improvements,equipment, and installations of the Retail Space which serve or are for the benefit of tenants of more than one component of the Retail Space and which are not designated or intended by Landlord to be leased, from time to time, or which are provided or designated from time to time by Landlord and/or the City for the benefit or use of all tenants in the Retail Space, their employees, customers, and invitees, in common with others entitled to the use or benefit of same.Tenant acknowledges that the Garage portion of the Facility is not a part of the Retail Space,and that Tenant has no right or license to use the Garage pursuant to this Lease. Any use by Tenant or its invitees of the Garage is subject to the rules and regulations in connection therewith imposed by Landlord(or successor owner)and/or the operator of the Garage. No portion of the garage is under Landlord's control or supervision,and Landlord shall not be liable for any damage to automobiles of any nature whatsoever to,or any theft of,automobiles or other vehicles or the contents thereof,while in or about the Garage. 11.2 Alterations by Landlord. Landlord and/or the City may (but shall not be obligated to) (i)alter, add to, subtract from, construct improvements on, re-arrange, and construct additional facilities in, adjoining, or proximate to the Retail Space; (ii)relocate the facilities and improvements in or comprising the Retail Space or erected on the Land; (iii)do such things on or in the Retail Space as required to comply with any laws, by-laws, regulations,orders,or directives affecting the Land or any part of the Retail Space;and (iv)do such other things on or in the Retail Space as Landlord and/or the City,in the use of good business judgment determines to be advisable, provided that notwithstanding anything contained in this section 11.2,access to the Premises shall be available at all times. Landlord shall not be in breach of its covenants for quiet enjoyment or liable for any loss, costs, or damages, whether direct or indirect, incurred by Tenant due to any of the foregoing; provided, Landlord shall exercise its rights under this section in a manner so as to minimize any disruption or interference with the operation of Tenant's business and property. ARTICLE XII. CONDEMNATION. 12.1 Total or Partial Taking. If the whole of the Premises, or such portion thereof as will make the Premises unusable for the purposes leased hereunder, shall be taken by any public authority under the power of eminent domain or sold to public authority under threat or in lieu of such taking, the Term shall cease as of the day possession or title shall be taken by such public authority,whichever is earlier("Taking Date"),whereupon the rent and all other charges shall be paid up to the Taking Date with a proportionate refund by Landlord of any rent and all other charges paid for a period subsequent to the Taking Date. If less than the whole of the Premises, or less than such portion thereof as will make the Premises unusable for the purposes leased hereunder, the Term shall cease only as to the part so taken as of the Taking Date, and Tenant shall pay rent and other charges up to the Taking Date, with appropriate credit by Landlord (toward the next installment of rent due from Tenant)of any rent or charges paid for a period subsequent to the Taking Date. Minimum Rent and other charges payable to Landlord shall be reduced in proportion to the amount of the Premises taken. 12.2 Award. All compensation awarded or paid upon a total or partial taking of the Premises or Retail Space including the value of the leasehold estate created hereby shall belong to and be the property of Landlord without any participation by Tenant; Tenant shall have no claim to any such award based on Tenant's leasehold interest. However, nothing contained herein shall be construed to preclude Tenant, at its cost,from independently prosecuting any claim directly against the condemning authority in such condemnation proceeding for damage to, or cost of removal of, stock, trade fixtures, furniture, and other personal property belonging to Tenant and for Tenant's moving expenses; provided, however, that no such claim shall diminish or otherwise adversely affect Landlord's award or the award of any mortgagee. Page 5ile of 952 XII PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSTYRENE FOOD SERVICE ARTICLES. SINGLE-USE PLASTIC BEVERAGE STRAWS.AND SINGLE-USE PLASTIC STIRRERS. 13.1 Tenant hereby agrees and acknowledges that, pursuant to Section 82-7 of the City Code, as may be amended from time to time, Tenant shall not sell, use, provide food in, or offer the use of expanded polystyrene food service articles (as defined in City Code Section 82-7) in the Premises. A violation of this section shall be deemed a default under the terms of this Lease. Notwithstanding the above,this section shall not apply to expanded polystyrene food service articles used for prepackaged food that have been filled and sealed prior to receipt by Tenant. 13.2 Additionally, Tenant agrees and acknowledges that, pursuant to Section 82-8 of the City Code, as may be amended from time to time, Tenant shall not sell, use, provide food in, or offer the use of single- use plastic beverage straws or single-use plastic stirrers(as defined in City Code Section 82-8)in the Premises.A violation of this section shall be deemed a default under the terms of this Lease. Notwithstanding the above, the requirements of Section 82-8 shall not restrict Tenant from providing a beverage with, or offering the use of, a single-use plastic beverage straw or single-use plastic stirrer to an individual with a disability or medical condition that impairs the consumption of beverages without a single-use plastic beverage straw or single-use plastic stirrer. 13.3 As additional consideration for this Lease, separate and apart from the requirements of Sections 82-7 and 82-8 of the City Code, Tenant agrees: (A) not sell,use,provide food in,or offer the use of expanded polystyrene food service articles in the Premises.A violation of this section shall be deemed a default under the terms of this Lease.Notwithstanding the above,this section shall not apply to expanded polystyrene food service articles used for prepackaged food that have been filled and sealed prior to receipt by Tenant; and (B) not sell, use, provide food in, or offer the use of single-use plastic beverage straws or single-use plastic stirrers in the Premises. A violation of this section shall be deemed a default under the terms of this Lease. Notwithstanding the above,Tenant shall be permitted to providing a beverage with, or offering the use of, a single-use,plastic beverage straw or single-use plastic stirrer to an individual with a disability or medical condition that impairs the consumption of beverages without a single-use plastic beverage straw or single-use plastic stirrer. XIV.TENANT'S COMPLIANCE WITH FLORIDA'S PUBLIC RECORDS LAW. 14.1 Tenant shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. 14.2 The term "public records' shall have the meaning set forth in Section 119.011(12), which means all documents,papers,letters,maps,books,tapes,photographs,films,sound recordings,data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business of the City. 14.3 Pursuant to Section 119.0701 of the Florida Statutes, if the Tenant meets the definition of "Contractor"as defined in Section 119.0701(1)(a),the Tenant shall: (A) Keep and maintain public records required by the City to perform the service; (B) Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; (C) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the contract term and following completion of the Agreement if the Tenant does not transfer the records to the City; Page 9a9 of 952 (D) Upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of the Tenant or keep and maintain public records required by the City to perform the service. If the Tenant transfers all public records to the City upon completion of the Agreement, the Tenant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Tenant keeps and maintains public records upon completion of the Agreement, the Tenant shall meet all applicable requirements for retaining public records.All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. 14.4 Request for Records; Noncompliance. (A) A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the Tenant of the request, and the Tenant must provide the records to the City or allow the records to be inspected or copied within a reasonable time. (B) Tenant's failure to comply with the City's request for records shall constitute a breach of this Agreement, and the City, at its sole discretion, may: 3 unilaterally terminate the Agreement; (2) avail itself of the remedies set forth under the Agreement; and/or(3)avail itself of any available remedies at law or in equity. (C) Tenant who fails to provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10. 14.5 Civil Action. (A) If a civil action is filed against a Tenant to compel production of public records relating to the City's contract for services, the court shall assess and award against the Tenant the reasonable costs of enforcement, including reasonable attorneys'fees, if: 1) The court determines that the Tenant unlawfully refused to comply with the public records request within a reasonable time;and 2) At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the Tenant has not complied with the request,to the City and to the Tenant. (B) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to the Tenant at the Tenant's address listed on its contract with the City or to the Tenant's registered agent.Such notices must be sent by common carrier delivery service or by registered,Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery,which may be in an electronic format. (C) A Tenant who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. 14.6 IF THE TENANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE TENANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Page 5121 of 952 CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV PHONE: 305-673-7411 XV. INSPECTOR GENERAL AUDIT RIGHTS. 15.1 Pursuant to Section 2-256 of the Code of the City of Miami Beach,the City has established the Office of the Inspector General which may, on a random basis, perform reviews, audits, inspections and investigations on all City contracts, throughout the duration of said contracts. This random audit is separate and distinct from any other audit performed by or on behalf of the City. 15.2 The Office of the Inspector General is authorized to investigate City affairs and empowered to review past,present and proposed City programs,accounts,records,contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects and programs. Monitoring of an existing City project or program may include a report concerning whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal)submittals, activities of the Tenant, its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. 15.3 Upon ten (10) days written notice to the Tenant, the Tenant shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General is empowered to retain the services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and review operations activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Tenant its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. 15.4 The Inspector General shall have the right to inspect and copy all documents and records in the Tenant's possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project-related correspondence, memoranda, instructions, financial documents, construction documents, (bid/proposal) and contract documents, back-change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records. 15.5 The Tenant shall make available at its office at all reasonable times the records,materials, and other evidence regarding the acquisition (bid preparation) and performance of this Lease, for examination, audit, or reproduction, until three(3)years after final payment under this Lease or for any longer period required by statute or by other clauses of this Lease. In addition: (A) If this Lease is completely or partially terminated,the Tenant shall make available records relating to the work terminated until three(3)years after any resulting final termination settlement; and Page 92a of 952 (B) The Tenant shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this Lease until such appeals, litigation, or claims are finally resolved. 15.6 The provisions in this section shall apply to the Tenant, its officers, agents, employees, subcontractors and suppliers.The Tenant shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Tenant in connection with the performance of this Lease. 15.7 Nothing in this section shall impair any independent right to the City to conduct audits or investigative activities.The provisions of this section are neither intended nor shall they be construed to impose any liability on the City by the Tenant or third parties. ARTICLE XVI. GENERAL PROVISIONS. 16.1 Delay. Whenever a period of time is herein prescribed for the taking of any action by Landlord or Tenant, as applicable, Landlord or Tenant, as applicable, shall not be liable or responsible for, and there shall be excluded from the computation of such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials,war,or governmental laws,regulations,or restrictions in the nature of a prohibition or moratorium, or any bona fide delay beyond the reasonable control of Landlord or Tenant,as applicable. The foregoing shall not apply to any payments of money due under this Lease. 16.2 Holding Over. If Tenant remains in possession of the Premises after the end of the Term without having executed and delivered a new lease or an agreement extending the Term,there shall be no tacit renewal of this Lease or the Term, and Tenant shall be deemed to be occupying the Premises as a Tenant from month to month at a monthly Minimum Rent payable in advance on the first day of each month equal to twice the monthly amount of Minimum Rent payable during the last month of the Term, and otherwise upon the same terms as are set forth in this Lease, so far as they are applicable to a monthly tenancy. 16.3 Waiver; Partial Invalidity. If Landlord excuses or condones any default by Tenant of any obligation under this Lease, this shall not be a waiver of such obligation in respect of any continuing or subsequent default and no such waiver shall be implied. All of the provisions of this Lease are to be construed as covenants even though not expressed as such. If any provision of this Lease is held or rendered illegal or unenforceable it shall be considered separate and severable from this Lease and the remaining provisions of this Lease shall remain in force and bind the parties as though the illegal or unenforceable provision had never been included in this Lease. 16.4 Recording. Neither Tenant nor anyone claiming under Tenant shall record this Lease or any memorandum hereof in any public records without the prior written consent of Landlord. 16.5 Notices. Any notice, consent, or other instrument required or permitted to be given under this Lease shall be in writing and shall be delivered in person, or sent by certified mail, return receipt requested, or overnight express mail courier, postage prepaid, addressed (i)if to Landlord, at the address set forth in the Lease Summary;and(ii)if to Tenant, at the Premises or, prior to Tenant's occupancy of the Premises, at the address set forth on the Lease Summary. Any such notice or other instruments shall be deemed to have been given and received on the day upon which personal delivery is made or, if mailed, then forty-eight(48) hours following the date of mailing. Either party may give notice to the other of any change of address and after the giving of such notice, the address therein specified is deemed to be the address of such party for the giving of notices. If postal service is interrupted or substantially delayed, all notices or other instruments shall be delivered in person or by overnight express mail courier. 16.6 Successors: Joint and Several Liability. The rights and liabilities created by this Lease extend to and bind the successors and assigns of Landlord and the heirs,executors,administrators,and permitted successors and assigns of Tenant. No rights, however, shall inure to the benefit of any transferee unless such Transfer complies with the provisions of Article VIII. If there is at any time more than one Tenant or more than one person Page gat of 952 constituting Tenant, their covenants shall be considered to be joint and several and shall apply to each and every one of them. 16.7 Captions and Section Numbers. The captions, section numbers, article numbers, and table of contents appearing in this Lease are inserted only as a matter of convenience and in no way affect the substance of this Lease. 16.8 Extended Meanings. The words"hereof," "hereto," "hereunder," and similar expressions used in this Lease relate to the whole of this Lease and not only to the provisions in which such expressions appear. This Lease shall be read with all changes in number and gender as may be appropriate or required by the context. Any reference to Tenant includes, when the context allows, the employees, agents, invitees, and licensees of Tenant and all others over whom Tenant might reasonably be expected to exercise control. This Lease has been fully reviewed and negotiated by each party and their counsel and shall not be more strictly construed against either party. 16.9 Entire Agreement: Governing Law:Time. This Lease and the Exhibits and Riders, if any, attached hereto are incorporated herein and set forth the entire agreement between Landlord and Tenant concerning the Premises and there are no other agreements or understandings between them. This Lease and its Exhibits and Riders may not be modified except by agreement in writing executed by Landlord and Tenant. This Lease shall be construed in accordance with and governed by the laws of the State of Florida. Time is of the essence of this Lease. 16.10 No Partnership. The parties hereby acknowledge that it is not their intention under this Lease to create between themselves a partnership, joint venture, tenancy-in-common, joint tenancy, co-ownership, or agency relationship. Accordingly, notwithstanding any expressions or provisions contained herein, nothing in this Lease, whether based on the calculation of rental or otherwise, shall be construed or deemed to create, or to express an intent to create, a partnership,joint venture,tenancy-in-common,joint tenancy,co-ownership or agency relationship of any kind or nature whatsoever between the parties hereto. The provisions of this section shall survive expiration of the Term. 16.11 Quiet Enjoyment. If Tenant pays rent and other charges and fully observes and performs all of its obligations under this Lease,Tenant shall be entitled to peaceful and quiet enjoyment of the Premises for the Term without interruption or interference by Landlord or any person claiming through Landlord. 16.12 Brokerage. Landlord and Tenant each represent and warrant one to the other that except as set forth in the Lease Summary, neither of them has employed any broker in connection with the negotiations of the terms of this Lease or the execution thereof.Landlord and Tenant hereby agree to indemnify and to hold each other harmless against any loss,expense,or liability with respect to any claims for commissions or brokerage fees arising from or out of any breach of the foregoing representation and warranty. Landlord recognizes the broker(s)specified in the Lease Summary as the sole broker(s)with whom Landlord has dealt in this transaction and agrees to pay any commissions determined to be due said broker(s). 16.13 Radon Notice. Chapter 88-285, Laws of Florida, requires the following notice to be provided with respect to the contract for sale and purchase of any building, or a rental agreement for any building. RADON GAS: 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. 16.14 No Discrimination.Tenant hereby agrees hereby agrees to comply with City of Miami Beach Human Rights Ordinance, as codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination in employment (including independent contractors), housing, public accommodations, public services, and in connection with its membership or policies, because of actual or perceived race, color, national origin, religion, sex, intersexuality, sexual orientation, gender identity, familial and marital status, age, ancestry, Page 93 of 952 height, weight, hair texture and/or hairstyle, domestic partner status, labor organization'membership, familial situation, political affiliation, or disability. 16.15 Execution. This Lease has been submitted for discussion purposes only and shall not be deemed an offer by either party to the other to enter into this Lease unless and until this Lease shall have been executed by both parties, indicating their acceptance of the terms and conditions contained herein. 16.16 TRIAL BY JURY. LANDLORD AND TENANT EACH HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY ISSUE OR CONTROVERSY ARISING UNDER THIS LEASE. [SIGNATURE PAGE TO FOLLOW] Page 924 of 952 EXECUTED as of the day and year first above written. ATTEST: LANDLORD: MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate and politic By: By: Rafael E. Granath), Secretary Alina T. Hudak Executive Director By: Witness Print Name Date: ATTEST: TENANT: COLLINS 1560, LLC, a Florida limited liability company By: By: Witness Banjac, Miroslav, President Print Name By: Witness Print Name Date: Page 9$b of 952 EXHIBIT"A" Legal Description Lots 8, 9, 10, 11, 12 and 13, Block 57, Fisher's First Subdivision of Alton Beach, according to the Plat thereof, as recorded in Plat Book 2, Page 77 of the Public Records of Dade County, Florida, together with all of 16th Street (Avenue"C"), less and except the following described parcel: BEGINNING at the Southwest corner of Block 54 of said Fisher's First Subdivision of Alton Beach Plat;thence North 88° 0' 53" East along the South line of said Block 54, a distance of 443.08 feet, to the Southeast corner of said Block 54;thence South 07°35'04"West, a distance of 96.26 feet,to a point of cusp with a tangent curve concave to the Southwest;thence along the arc of said curve to the left, having a radius of 25.00 feet and a central angel of 90°00'00",an arc distance of 39.27 feet,to a point of tangency;thence North 82°24'52"West,a distance of 24.75 feet;thence South 88°00'53"West along a line 8.00 feet North of and parallel with, as measured at right angles to the North line of Block 57 of said plat, a distance of 382.18 feet to a point on the Easterly Right-of-Way line of Washington Avenue;thence North 01° 59' 11"West along said Easterly Right-of-Way line, a distance of 62.00 feet to the Southwest corner of said Block 54 and the Point of beginning. Said lands lying and being in the City of Miami Beach and containing 65,910 square feet(1.5131 Acres) more or less.' Page 926 of 952 EXHIBIT"B" Site Plan of Retail Space and Location of Premises 16TH ST AINIA OF ' ., mom L:r x�, wo �{/ +, r ig ATg :" ,f , .4 [- �W n -SA 1tF -4•t�{, •* • ; sg.r4� tom` fv ? r. + : ? 4-- t t O ld Ng p ig (3 r N._ r : z: i7� ��s � . 4�y i�'f; k M, # ..tr, w.,� j//jj 1{y�y.Y vre>ow 4� k_ qe tEY �`�' <- ,S' F..y::l s Y}pe. s t4/".f•w • ' .• 1: i}• Y �'j/�j ]q.-1. . .•.`,q.,.. } 4s P J t Y "�. -i'' ai b M. i rXa !r j '•s_ V� • ` y - " :,.•• • ' y �yT .`�`< �_.�. . . . ... • - .. Page 927 of 952 EXHIBIT"C" RULES AND REGULATIONS 1. Security. Landlord may from time to time adopt appropriate systems and procedures for the security or safety of the Retail Space, any persons occupying, using, or entering the same, or any equipment, furnishings, or contents thereof, and Tenant shall comply with Landlord's reasonable requirements relative thereto. 2. Return of Keys. At the end of the Term, Tenant shall promptly return to Landlord all keys for the Retail Space and Premises which are in the possession of Tenant. In the event any Tenant fails to return keys, Landlord may retain$300.00 of Tenant's security deposit for locksmith work and administration. 3. Repair. Maintenance, Alterations, and Improvements. Tenant shall carry out Tenant's repair, maintenance, alterations, and improvements in the Premises only during times agreed to in advance by Landlord and in a manner which will not interfere with the rights of other Tenant's in the Retail Space. 4. Water Fixtures.Tenant shall not use water fixtures for any purpose for which they are not intended, nor shall water be wasted by tampering with such fixtures. Any cost or damage resulting from such misuse by Tenant shall be paid for by Tenant. 5. Personal Use of Premises. The Premises shall not be used or permitted to be used for residential, lodging, or sleeping purposes or for the storage of personal effects or property not required for business purposes. 6. Heavy Articles. Tenant shall not place in or move about the Premises without Landlord's prior written consent any safe or other heavy article which in Landlord's reasonable opinion may damage the Premises, and Landlord may designate the location of any such heavy articles in the Premises. 7. Bicycles. Animals. Tenant shall not bring any animals or birds into the Retail Space and shall not permit bicycles or other vehicles inside or on the sidewalks outside the Retail Space except in areas designated from time to time by Landlord for such purposes. 8. Deliveries. Tenant shall ensure that deliveries of supplies,fixtures, equipment, furnishings,wares, and merchandise to the Premises are made through such entrances, elevators, and corridors and at such times as may from time to time be designated by Landlord and shall promptly pay or cause to be paid to Landlord the cost of repairing any damage in the Retail Space caused by any person making improper deliveries. 9. Solicitations. Landlord reserves the right to restrict or prohibit canvassing, soliciting,or peddling in the Retail Space. 10. Refuse. Tenant shall place all refuse in proper receptacles provided by Tenant at its expense in the Premises or in receptacles (if any) provided by Landlord for the Retail Space and shall keep sidewalks and driveways outside the Retail Space, and lobbies,corridors,stairwells, ducts,and shafts of the Retail Space,free of all refuse. 11. Obstructions. Tenant shall not obstruct or place anything in or on the sidewalks or driveways outside the Retail Space or in the lobbies, corridors, stairwells, or other common areas, or use such locations for any purpose except access to and exit from the Premises without Landlord's prior written consent. Landlord may remove at Tenant's expense any such obstruction or thing caused or placed by Tenant (and unauthorized by Landlord)without notice or obligation to Tenant. Page 928 of 952 12. Proper Conduct. Tenant shall not conduct itself in any manner which is inconsistent with the character of the Retail Space as a first quality retail center, or which will impair the comfort and convenience of other Tenant's in the Retail Space. 13. Employees, Agents, and Invitees. In these Rules and Regulations, "Tenant" includes the employees, agents, invitees, and licensees of Tenant and others permitted by Tenant to use or occupy the Premises. 14. Pest Control. In order to maintain satisfactory and uniform pest control throughout the Retail Space,Tenant shall engage for its own Premises and at its sole cost,a qualified pest extermination contractor either designated or approved by Landlord,who shall perform pest control and extermination services in the Premises at such intervals as reasonably required or as may be directed by Landlord. Page 929 of 952 EXHIBIT"D" Prohibited Uses 1. In no event may the primary business at the Premises engage in the operation of a cocktail lounge. 2. In no event may the primary business of the Premises engage in the operation of a Cuban or latin cuisine. It is not the intent of Prohibited Uses to limit Tenant's Permitted Use, but to limit direct competition, consolidation of merchandise, services, and business image between tenants. It is understood there may be some items or item categories available in multiple locations at the Retail Space, but there shall not be comparable categories along with a similar display of business image. Page 930 of 952 EXHIBIT"E" Landlord's Signage Criteria Tenant Sign Standards—16th Street and Washington Avenue Frontages Tenant signage is to be located in the 6'-0"wide transom panel above the entrance doors to each space. One 15amp 110volt AC electrical circuit has been provided at the designated sign location above the entrance doors for illuminated tenant signage.The area of the sign shall not exceed twenty(20)square feet. Three(3)tubular aluminum mounting rails are provided on the transom framing, in front of the glass line. The tenant sign shall mount to the rails and shall be composed of individual letters,symbols,or decorative elements. The individual letters are encouraged to be neon illuminated. No box signs are allowed so as to maintain maximum transparency of the storefront line. Mounting rubs -----\ ; ; ; I r i I _i1rF i Ill \ // :HIP ! f!1 ; 'j;/ I.Ii ; ��• /'_ • ,f r , f. - f nor ►l , I .//r P '. , • li ill x-„A 1,,00.5 ,, • ,. : „, ! . . ........... -..- 1 „ . . - 4 4....•••••d , . , /� iI � ill / 1 iI � ;ii( , / 1 it i I11 ' I it ;/jNI i // I 1 I risk ELEVATION-TENANT 0 TRANSOM l SCALE:SAr•r•V Page gi f of 952 Receiving Door Signs Each store shall have a sign identifying their receiving door,adjacent to the latch side of the door.Tenant shall provide acid etched aluminum panel with blind studs, silicone cemented to the wall at 5'-O"above the finished floor.Tenant name copy shall be acid-etched and paint filled. . B ra7 A r": ,� d � ;r 1 i 1 0 m I 0 ELEVATION-RECEIVING DOOR SIGN SCAL:1/4 ..V.o- I t 6- 'i S TENANT NAME. uh --.-N•Ne.. 520 —I I.."=, Ci.Of Panel 0�LAYOUT-RECEMNG DOOR SIGN SCAR tie FULL SIZE Page giz of 952