Leonardo Salon, Inc., Lease AgreementR73 ~Zo~o~~~'fS1
LEASE AGREEMENT
THIS LEASE AGREEMENT, made this 15th day of September, 2010, by and
between the CITY OF MIAMI BEACH, a Florida municipal corporation, (hereinafter referred
to as "City" or "Landl,ord"), and LEONARDO SALON, INC., a Florida corporation,
(hereinafter referred to as "Tenant").
1.I Demised Premises.
i The City, in consideration of the rentals hereinafter reserved to be paid and of the
' covenants, conditions and agreements to be kept and performed by the Tenant,
hereby leases, lets and demises to the Tenant, and Tenant hereby leases and hires
from the ,City, those certain premises hereinafter referred to as the "Demised
Premises and more fully described as follows:
{
1,326.78 square feet of City-owned property (the "Building"), located
at 1701 Meridian Avenue, Unit 1 (a.k.a. 765 17th Street), Miami
Beach, Florida, 33139, and as more specifically delineated in "Exhibit
1 ", attached hereto and incorporated herein.
2. I Term.
2.1 Tenant shall be entitled to have and to hold the Demised Premises for an
initial term of four (4) years and 364 days, commencing on the 2"d day of
October, 2010 (the "Commencement Date"), and ending on the 30th day of
September, 2015. For purposes of this Lease Agreement, and including,
without limitation, Subsection 2.2 herein, a "contract year" shall be defined as
thah certain period commencing on the 1 St day of October, and ending on the
30 day of September.
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2.2 Provided !Tenant is in good standing and free from default(s) under Section
18 hereof, and upon written notice from Tenant, which notice shall be
_. submitted to the City Manager no earlier than one hundred twenty (120)
days, but: in any case no later than sixty (60) days prior to the expiration of
the initial: term, this Lease may be extended for one (1) additional five (5)
year renewal term. Any extension, if approved, shall be memorialized in
writing and signed by the parties hereto (with the City hereby designating the
City Manager as the individual authorized to execute such extensions on its
behalf)..
In the event that the City Manager determines, in his sole discretion, not to
extend or; renew this Lease Agreement (upon expiration of the initial term or
any renewal term), the City Manager shall notify Tenant of same in writing,
which notice shall be provided to Tenant within fifteen (15) business days of
the City Manager's receipt of Tenant's written notice.
3. Rent.
3.1 Base Rent:
Tenant's payment of Rent, as defined in this Section 3, shall commence on
the earlier of (i) the date Tenant opens for business, or (ii) 60 days after the
Commencement Date (the "Rent Commencement Date" and, thereafter, on
each first; day of subsequent months.
Notwithstanding the preceding sentence, Tenant agrees to prepay the first
month's Rent payment (the "Prepaid Rent") prior to the Commencement
Date.
3.
3.1.1 Throughout the Term herein, the Base Rent for the Demised
Premises shall be Forty Thousand Six Hundred Dollars and 86/100
($40,600.86) per year, payable in monthly installments of Three
Thousand Three Hundred Eighty Three Dollars and 41/100
($3,383.41).
3.1.2 The Base Rent amount pursuant to this Section 3.1 shall be
increased annually, on the anniversary of the Commencement Date of
the Lease, in increments of three (3%) percent per year.
Additional Rent:
In addition to the Base Rent, as set forth in Section 3.1, Tenant shall also
pay the following Additional Rent as provided below:
3.2.1 Operating Expenses:
Throughout the Term herein, the Operating Expenses for the
Demised Premises shall be Five Thousand Three Hundred Seven
Dollars and 12/100 ($5,307.12) per year, payable in monthly
installments of Four Hundred Forty Two Dollars and 26/100
($442.26), for its. proportionate share of "Operating Expenses" which
are defined as follows:
"Operating Expenses" shall mean the following costs and expenses
incurred in operating, repairing, and maintaining the Common
Facilities (as hereinafter defined) and shall include, without limitation,
water service to the Building, sewer service to the Building, trash
removal from the Building, costs incurred for gardening and
landscaping, repairing and maintaining elevator(s), painting, janitorial
services (except for areas within the Demised Premises), lighting,
cleaning, striping, policing, removing garbage and other refuse and
trash, removing ice and snow, repairing and maintaining sprinkler
systems, water pipes, air-conditioning systems, temperature control
systems, and security systems, fire alarm repair and maintenance and
other equipment in the common areas and the exterior and structural
portions of the Building, paving and repairing, patching -and
maintaining the parking areas and walkways, and cleaning adjacent
areas, management fees and the City's employment expenses to
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employees furnishing and rendering any services to the common
areas, together with an additional administration charge equal to
fifteen percent (15%) of all other expenses included in the annual
common area expenses, provided by the City for the common or joint
use and/or benefit of the occupants of the Building, their employees,
agents, servants, customers and other invitees.
"Common Facilities" shall mean al! Building areas, spaces,
equipment, as well as certain services, available for use by or for the
benefit of Tenant and/or its employees, agents, servants, volunteers,
customers, guests and/or invitees.
Tenant agrees and understands that the costs incurred for Operating
Expenses may increase or decrease and, as such, Tenant's pro-rata
j share of Operating Expenses shall increase or decrease accordingly.
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3.2.2 Property Taxes:
The Property Tax Payment shall be payable by Tenant, in accordance
with Section 11 herein. The 2009 Property Tax Payment is Nine
Thousand Nine Hundred Forty Nine Dollars and 46/100 ($9,949.46),
payable in monthly installments of Eight Hundred Twenty Nine Dollars
and 12 /100 ($829.12).
3.2.3 Insurance:
The Additional Rent shall also include Tenant's pro-rata share toward
estimated insurance costs incurred to insure the whole of the Building,
payable in monthly installments of Ninety Nine Dollars and 51/100
($99.51). This insurance coverage is in addition to the insurance
required pursuant to Section 10, which shall be obtained at Tenant's
sole expense and responsibility.
3.3 Sales Taxes:
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Concurrent with the payment of the Base Rent and Additional Rent as
provide herein, Tenant shall also pay any and all sums .for all applicable
tax(es), including without limitation, sales and use taxes and Property Taxes,
imposed, levied or assessed against the Demised Premises, or any other
charge or payment required by any governmental authority having jurisdiction
there over, even though the taxing statute or ordinance may purport to
impose such tax against the City.
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3.4 Enforcement.
Tenant agrees to pay the Base Rent, Additional Rent, and any other
amounts as may be due and payable by Tenant under this Agreement, at the
time and in the manner provided herein, and should said rents and/or other
additional amounts due herein provided, at any time remain due and unpaid
for a period of fifteen (15) days after the same shall become due, the City
may exercise any or all options available to it hereunder, which options may
be exercised concurrently or separately, or the City may pursue any other
remedies'enforced by law.
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4.' Location for Payments.
All rents or other payments due hereunder shall be paid to the City at the following
address: ~
City of Miami Beach
Revenue Manager
1700 Convention Center Drive, 3~d Floor
Miami Beach, Florida 33139
or at such other] address as the City may, from time to time, designate in writing.
5.,; Parkin~c
' Tenant may request, from the City's Parking Department, the use of no more than
three (3) parking spaces, if available, within the Municipal Parking Garage. Rates for
said spaces are; subject to change, and are currently Seventy ($70.00) Dollars per
month, plus applicable sales and use tax per space..
6. Security _Deposit /Guaranty.
6.1 Upon execution of this Agreement Tenant shall furnish the City with a Security
Deposit, in the amount of Fourteen Thousand Two Hundred Sixty Two Dollars and
54/100 ($14,262.54). Said Security Deposit shall serve to secure Tenant's
performance in aaccordance with the provisions of this Agreement. In the event
Tenant fails to perform in accordance with said provisions, the City may retain said
Security Deposit, as well as pursue any and all other legal remedies provided
herein, or as may be provided by applicable law.
The parties agree and acknowledge that the foregoing condition is intended to be a
condition subsequent to the City's approval of this Agreement. Accordingly, in the
event that Tenant does not satisfy the aforestated, then the City Manager or his
designee may immediately, without further demand or notice, terminate this
Agreement without being prejudiced as to any remedies which may be available to
him for breach of contract.
6.2 Upon execution ~ of this Agreement, Tenant shall execute and deliver to City the
Guaranty, in the. form attached as Exhibit 6.2 hereto.
7. Use and Possession of Demised Premises.
7.1 The Demi4sed Premises shall be used by the Tenant solely for the purpose(s)
of operating a beauty salon, including retail sales of related items.. Said
Premises!shall be open for operation a minimum of five (5) days a week, with
minimum hours of operation being as follows:
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Tuesday -Friday: 10:00 AM to 7:00 PM
Saturday ~ 10:00 AM to 7:00 PM
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Tenant shall not otherwise modify the days or hours of operation without the
prior written approval of the City Manager. Nothing herein contained shall be
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construed to authorize hours contrary to the laws governing such operations
7.2 It is understood and agreed that the Demised Premises shall be used by the
Tenant during the Term of this Agreement only for the above
.purpose(s)/use(s), and for no other purpose(s) and/or use(s) whatsoever.
Tenant will not make or permit any use of the Demised Premises that,
directly or indirectly, is forbidden bylaw, ordinance or government regulation,
or that may be dangerous to life, limb or property. Tenant may not commit
(nor permit) waste on the Demised Premises; nor permit the use of the
Demised'Premises for any illegal purposes; nor commit a nuisance on the
Demised ;'Premises. In the event that the Tenant uses the Demised Premises
(or otherwise allows the Demised Premises to be used) for any purpose(s)
not expressly permitted herein, or permits and/or allows any prohibited use(s)
as provided herein, then the City may declare this Agreement in default
pursuant to Section 18 or, without notice to Tenant, restrain such improper
r use by injunction or other legal action.
8. Improvements.
8.1 Tenant accepts the Demised Premises in their present "AS IS" condition
and may 'construct or cause to be constructed, such interior and exterior
improvements and maintenance to the Demised Premises, as reasonably
necessary' for it to carry on its permitted use(s), as set forth in Section 7;
provided, ;however, that any plans for such improvements shall be first
submitted; to the City Manager for his prior written consent, which consent, if
granted at all, shall be at the City Manager's sole and absolute discretion.
Additionally, any and all approved improvements shall be made at Tenant's
sole expense and responsibility. All permanent (fixed) improvements to the
Demised Premises shall remain the property of the City upon termination
and/or expiration of this Agreement. Upon termination and/or expiration of
this Agreement, all personal property and non-permanent trade fixtures may
be removed by the Tenant from the Demised Premises, provided that they
can be (arid are) removed without damage to the Demised Premises. Tenant
will permit no liens to attach to the Demised Premises arising from,
connected with, or related to the design and construction of any
improvements. Moreover, such construction shall be accomplished through
the use of licensed, reputable contractors who are acceptable to the City.
Any and 'all permits and or licenses required for the installation of
improvements shall be the sole cost and responsibility of Tenant.
8.2 Notwithstanding Subsection 8.1, upon termination and/or expiration of this
Agreement, and at City's sole option and discretion, any or all alterations or
additions made by Tenant to or in the Demised Premises shall, upon written
demand by the City Manager, be promptly removed by Tenant, at its
expense and responsibility, and Tenant further hereby agrees, in such event,
to restore ~ the Demised Premises to their original condition prior to the
Commencement Date of this Agreement.
8.3 The above requirements for submission of plans and the use of specific
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contractors shall not apply to improvements (which term, for purposes of this
Subsection 8.3 only, shall also include improvements as necessary for
Tenant's; maintenance and repair of the Demised Premises) which do not
exceed Five Hundred ($500.00) Dollars, provided that the work is not
structural, and provided that it is permitted by applicable law.
9. City's Right of Entry.
9.1 The City Manager, and/or his authorized representatives, shall have the right
to enter upon the Demised Premises at all reasonable times for the purpose
of inspecting same; preventing waste; making such repairs as the City may
consider ;necessary; and for the purpose of preventing fire, theft or
vandalism. The City agrees that, whenever reasonably possible, it shall use
reasonable efforts to provide notice (whether written or verbal), unless the
need to enter the Demised Premises is an emergency, as deemed by the
City Manager, in his sole discretion, which if not immediately addressed
could cause property damage, loss of life or limb, or other injury to persons.
Nothing Herein shall imply any duty on the part of the City to do any work that
under any provisions of this Agreement the Tenant may be required to
perform, Viand the performance thereof by the City shall not constitute a
waiver ofthe Tenant's default.
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9.2 If the Tenant shall not be personally present to open and permit entry into
the Demised Premises at any time, for any reason, and any entry thereon
shall be necessary or permissible, the City Manager, and/or his authorized
fepresentatives, may enter the Demised Premises by master key, or may
orcibly enter the Demised Premises without rendering the City or such
agents liable therefore.
9.3 Tenant shall furnish the City with duplicate keys to all locks including exterior
and interior doors prior to (but no later than by) the Commencement Date of
this Agreement. Tenant shall not change the locks to the Demised Premises
without the prior written consent of the City Manager, and in the event such
consent is given, Tenant shall furnish the City with duplicate keys to said
locks in advance of their installation.
10. Tenant's Insurance.
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10.1 Tenant shall, at its sole expense and responsibility, comply with all insurance
requirements of the City. It is agreed by the parties that Tenant shall not
occupy .the Demised Premises until proof of the following insurance
coverages have been reviewed and approved by the. City's Risk Manager:
10.1.1 Comprehensive General Liability, in the minimum amount of One
Million ($1,000,000) Dollars (subject to adjustment for inflation) per
occurrence for bodily injury and property damage. The City of Miami
Beach must be named as an additional insured on this policy.
10.1.2 Workers Compensation and Employers Liability coverage in
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accordance with Florida statutory requirements
10.1.3 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).
10.2 Proof of these coverages must be provided by submitting original certificates
of insurance to the City s Risk Manager and Asset Manager respectively. Alf
policies must provide thirty (30) days written notice of cancellation to both the
City's Risk Manager and Asset Manager (to be submitted to the addresses
set forth iin Section 27 hereof). All insurance policies shall be issued by
companies authorized to do business under the laws of the State of Florida
and must; have a rating of B+:VI or better per A.M. Best's Key Rating Guide,
latest edition, and certificates are subject to the approval of the City's Risk
Manager;
11. Property Taxes and Assessments.
For the purposes of this Section and other provisions of this Agreement:
11.1 The term j "Property Taxes" shall mean (i) real estate taxes, assessments,
and special assessments of any kind which may be imposed upon the
Demised Premises, and (ii) any expenses incurred by the City in obtaining a
reduction,of any such taxes or assessments.
11.2 The term "Property Tax Year" shall mean the period of twelve (12) calendar
months, beginning on January 1St of each year.
11.3
Tenant shall pay, as Additional Rent pursuant to Section 3.2, for such
Property Tax Year an amount ("Property Tax Payment") equal to Tenant's
pro-rata share of Property Taxes (if any) for such Property Tax Year; said
pro-rata share to be determined by the City based upon the ratio of the
Demised Premises to the tax lot. If a Property Tax Year ends after the
expiration j or termination of the term of this Agreement, the Property Tax
Payment therefore shall be prorated to correspond to that portion of such
Property Tax Year occurring within the term of this Agreement. The Property
Tax Payment shall be payable by Tenant immediately upon receipt of notice
from the City. A copy of the tax bill(s) or other evidence of such taxes issued
by the taxing authorities, together with the City's computation of the Property
Tax Payment, will be made available to Tenant once received from the taxing
authorities, if requested by Tenant. Tenant shall pay any difference in the
amount between the estimated property taxes and the actual property taxes
to the City immediately, upon receipt of request for said payment from the
City. ~
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12. Assignment and Subletting.
Tenant shall not have the right to assign or sublet the Demised Premises, in whole
or in part, without the prior written consent of the City Manager, which consent, if
granted at all shall be at the City Manager's sole and absolute discretion. Such
written consent ~ is not a matter of right and the City is not obligated to give such
consent. If granted as provided herein, the making of any assignment or sublease
will not release Tenant from any of its obligations under this Agreement.
13.
and
13.1 Tenant shall be solely responsible for the operation, maintenance and repair
of the Demised Premises. Tenant shall, at its sole expense and
responsibility, maintain the Demised Premises, and all fixtures and
appurtenances therein, and shall make all repairs thereto, as and when
needed, to preserve them in good working order and condition. Tenant shall
be respo 1 sable for all interior walls and the interior and exterior of all windows
and doors, as well as immediate replacement of any and all plate glass or
other glass in the Demised Premises which may become broken, using glass
of the same or better quality.
The City shall be responsible for the maintenance of the roof, the exterior of
the Building, the structural electrical and plumbing (other than plumbing
surrounding any sink(s) and/or toilet(s), including such sink(s) and toilet(s)
fixture(s),~within the Demised Premises), the common areas and the chilled
-water supply system. The City shall maintain and/or repair those items that it
is responsible for, so as to keep same in proper working condition.
If the City provides a separate air-conditioning unit for the Demised
Premises, Tenant agrees and understands that Tenant shall be solely
responsibile for the maintenance, repair and replacement of the
heating/ventilation/air-conditioning (HVAC) equipment servicing the Demised
Premises; at Tenant's sole expense.
Tenant further agrees and understands that, if the City provides a separate
HVAC unit for the Demised Premises, the City, at its sole discretion, may
require that Tenant obtain, at any time during the Term of this Agreement,
and continuously maintain in good standing, at Tenant's expense, throughout
the Term of this Agreement, a maintenance and repair contract, approved by
the City, with a service company previously approved in writing by the City,
providing for the preventative maintenance and repair of all HVAC equipment
.servicing the Demised Premises. In the event that the City notifies Tenant
that it will require Tenant to contract for said maintenance and repair
services, Tenant shall provide to the City, in writing, within ten (10) business
days, the name(s) and telephone number(s) of service company(ies) for the
City's review and approval. Tenant shall provide a copy of a current,
enforceable and fully executed maintenance and repair contract, no later
than ten (10) business days after receipt of the City's approval of the service
company, as proof of Tenant's compliance with this provision.
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13.2 All damage or injury of any kind to the Demised Premises, and including
without limitation its fixtures, glass, appurtenances, and equipment (if any),
or to the building fixtures, glass, appurtenances, and equipment, if any,
except damage caused by the gross negligence and/or willful misconduct of
the City, shall be the sole obligation of Tenant, and shall be repaired,
restored for replaced promptly by Tenant, at its sole expense and to the
satisfaction of the City.
13.3 All of the aforesaid repairs, restorations and replacements shall be in quality
and class equal to or better than the original work or installations and shall
be done in good and workmanlike manner.
13.4 If Tenant fails to make such repairs or restorations or replacements, the
same may be made by the City, at the expense of Tenant, and all sums
spent and expenses incurred by the City shall be collectable by the City and
shall be paid by Tenant within three (3) days after submittal of a bill or
statement therefore.
13.5 It shall be Tenant's sole obligation and responsibility to insure that any
renovations, repairs and/or improvements made by Tenant to the Demised
Premises comply with all applicable building codes and life safety codes of
governmental authorities having jurisdiction.
13.6 Tenant Responsibilities for Utilities (not included within Operating Expenses)
Tenant is solely responsible for, and shall promptly pay when due all charges
for electricity, gas, cable, telephone, Internet, janitorial garage service and
any other utility service provided to the Demised Premises, including, without
limitation, all hook-up fees and impact fees, NOT included as an Operating
Expense (pursuant to Subsection 3.2.1).
In addition to other rights and remedies hereinafter reserved to the City, upon
the failure of Tenant to pay for such utility services (as contemplated in this
Subsection 13.6) when due, the City may elect, at its sole discretion, to pay
same, whereby Tenant agrees to promptly reimburse the City upon demand.
In no event, however, shall 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 Demised Premises.
13.7 TENANT HEREBY ACKNOWLEDGES AND AGREES THAT THE
DEMISEDi PREMISES ARE BEING LEASED IN THEIR PRESENT "AS IS"
CONDITION.
14. Governmental Regulat_ ions
Tenant covenants and agrees to fulfill and comply with all statutes, ordinances,
rules, orders, regyulations, and requirements of any and all governmental bodies,
including but not limited to Federal, State, Miami-Dade County, and City
governments, antl any and all of their departments and bureaus applicable to the
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Demised Premises, and shall also comply with and fulfill all rules, orders, and
regulations for the prevention of fire, all at Tenant's own expense and responsibility.
Tenant shall pay all cost, expenses, claims, fines, penalties, and damages that may
be imposed because of the failure of Tenant to comply with this Section, and shall
indemnify and hold harmless the City from all liability arising from each non-
compliance.
15. Liens.
Tenant will not permit any mechanics, laborers, or materialman's liens to stand
against the Demised Premises or improvements for any labor or materials to Tenant
or claimed to have been furnished to Tenant's agents, contractors, orsub-tenants,
in connection with work of any character performed or claimed to have performed
on said Premises, or improvements by or at the direction or sufferance of the
Tenant; provided however, Tenant shall have the right to contest the validity or
amount of any such lien or claimed lien. In the event of such contest, Tenant shall
give the City reasonable security as may be demanded by the City to insure
payment thereof and prevent sale, foreclosure, or forfeiture of the Premises or
improvements by reasons of such non-payment. Such security need not exceed one
and one half (1'/~) times the amount of such lien or such claim of lien. Such security
shall be posted by Tenant within ten (10) days of written notice from the City, or
Tenant may "bond. off' the lien according to statutory procedures. Tenant will
immediately pay any judgment rendered with all proper costs and charges and shall
have such lien released or judgment satisfied at Tenant's own expense.
16. Intentionally Om
17. Condemnation.
17.1 If at any time during the Term of this Agreement (including any renewal term
hereunder) all or any part or portion of the Demised Premises is taken,
appropriated, or condemned by reason of Eminent Domain proceedings,
then this Agreement shall be terminated as of the date of such taking, and
shall thereafter be completely null and void, and neither of the parties hereto
shall thereafter have any rights against the other by reason of this
Agreement or anything contained therein, except that any rent prepaid
beyond. the date of such taking shall be prorated to such date, and Tenant
shall pay any and all rents, additional rents, utility charges, and/or other costs
for which it is liable under the terms of this Agreement, up to the date of such
taking.
17.2 Except as thereunder provided, Tenant shall not be entitled to participate in
the proceeds of any award made to the City in any such Eminent Domain
proceeding, excepting, however, Tenant shall have the right to claim and
recover from the condemning authority, but not from the City, such
compensation as may be separately awarded or recoverable by Tenant in
Tenant's own right on account of any and all damage to Tenant's business
by reasons of the condemnation and for or on account of any cost or loss
which Tenant might incur in removing Tenant's furniture and fixtures.
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18. Default.
18.1 Default by Tenant:..
At the City's option, any of the following shall constitute an Event of Default
under this Agreement:
18.1.1 The Base Rent, Additional Rent, or any other amounts as may be due
and payable by Tenant under this Agreement, or any installment
thereof, is not paid promptly when and where due, and Tenant shall
not have cured such failure within five (5) days after receipt of written
notice from the City specifying such default;
18.1.2 The Demised Premises shall be deserted, abandoned, or vacated;
18.1.3 Tenant shall fail to comply with any material term, provision, condition
or covenant contained herein other than the payment of rent and shall
not cure such failure within thirty (30) days after the receipt of written
notice from the City specifying any such default; or such longer period
of time acceptable to the City, at its sole discretion;
19.
'19.1
18.1.4 Receipt of notice of violation from any governmental authority having
~un~sdiction dealing with a law, code, regulation, ordinance or the like,
which remains uncured for a period of thirty (30) days from its
issuance, or such longer period of time as may be .acceptable and
approved in writing by the City Manager, at his sole discretion;
18.1.5 Any petition is filed by or against Tenant under any section or chapter
of the Bankruptcy Act, as amended, which remains pending for more
than sixty (60) days, or any other proceedings now or hereafter
.authorized by the laws of the United States or of any state for the
purpose of discharging or extending the time for payment of debts;
18.1.6 Tenant shall become insolvent;
18.1.7 Tenant shall make an assignment for benefit of creditors;
18.1.8 A receiver is appointed for Tenant by any court and shall -not be
dissolved within thirty (30) days thereafter; or
18.1.9 The' leasehold interest is levied on under execution.
Rights on Default.
. Rights on Default:
In the event of any default by Tenant as provided herein, City shall have the
option to do any of the following, in addition to and not in limitation of, any
other remedy permitted by law or by this Agreement;
19.1.1 .Terminate this Agreement, in which event Tenant shall immediately
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surrender the Demised Premises to the City, but if Tenant shall fail to
do so the City may, without further notice, and without prejudice to
any other remedy the City may have for possession or arrearages in
rent or damages for breach of contract, enter upon the Demised
Premises and expel or remove Tenant and its effects in accordance
with law, without being liable for prosecution or any claim for damages
therefore, and Tenant agrees to indemnify and hold harmless the City
for all loss and damage which the City may suffer by reasons of such
Agreement termination, whether through inability to re-let the Demised
Premises, or otherwise.
19.1.2 Declare the entire amount of the Base Rent and Additional Rent
which would become due and payable during the remainder of the
term of this Agreement to be due and payable immediately, in which
event Tenant agrees to pay the same at once, together with all rents
therefore due, at the address of the City, as provided in the Notices
section of this Agreement; provided, however, that such payment
shall not constitute a penalty, forfeiture, or liquidated damage, but
shall merely constitute payment in advance of the rents for the
remainder of said term and such payment shall be considered,
construed and taken to be a debt provable in bankruptcy or
receivership.
19.1.3 Enter the Demised Premises as the agent of Tenant, by force if
necessary, without being liable to prosecution or any claim for
da ~ ages therefore; remove Tenant's property there from; and re-let
they Demised Premises, or portions thereof, for such terms and upon
such conditions which the City deems, in its sole discretion, desirable,
and to receive the rents therefore, and Tenant shall pay the City any
deficiency that may arise by reason of such re-letting, on demand at
any time and from time to time at the office of the City; and for the
purpose of re-letting, the City may (i) make any repairs, changes,
alterations or additions in or to said Demised Premises that may be
necessary or convenient; (ii) pay all costs and expenses therefore
from rents resulting from re-letting; and (iii) Tenant shall pay the City
any deficiency as aforesaid.
19.1.4 Take possession of any personal property owned by Tenant on said
Demised Premises and sell the same at public or private sale, and
apply same to the payment of rent due, holding Tenant liable for the
deficiency, if any.
19.1.5
It isl expressly agreed and understood by and between the parties
hereto that any installments of rent accruing under the provisions of
this Agreement which shall not be paid when due shall bear interest at
the maximum legal rate of interest per annum then prevailing in
Florida from the date when the same was payable by the terms
hereof, until the same shall be paid by Tenant. Any failure on the
City's behalf to enforce this Section. shall not constitute a waiver of
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this provision with respect to future accruals of past due rent. In
addition, there will be a late charge of Fifty ($50.00) Dollars for any
payments submitted after the due date.
19.1.6 If Tenant shall default in making any payment of monies to any
person or for any purpose as may be required hereunder, the City
may pay such expense but the City shall not be obligated to do so.
Tenant, upon the City's paying such expense,' shall be obligated to
forthwith reimburse the City for the amount thereof. All sums of money
payable by Tenant to the City hereunder shall be deemed as rent for
use of the Demised Premises and collectable by the City from Tenant
as~ rent, and shall be due from Tenant to the City on the first day of
the month following the payment of the expense by the City.
19.1.7 The rights of the City under this Agreement shall be cumulative but
not restrictive to those given by law and failure on the part of the City
to exercise promptly any rights given hereunder shall not operate to
waive or to forfeit any of the said rights.
19.2 Default by City:
The failure of the City to perform any of the covenants; conditions and
agreements of this Agreement which are to be performed by the City and the
continuance of such failure for. a period of thirty (30) days-after notice thereof
in writing from Tenant to the City (which notice shall specify the respects in
which Tenant contends that the City failed to perform any such covenant,
conditions and agreements) shall constitute a default by the City, unless
such default is one which cannot be cured within thirty (30)-days because of
circumstances beyond the City's control, and the City within such thirty (30)
day period shall have commenced and thereafter shall continue diligently to
prosecutelall actions necessary to cure such defaults.
However, in the event the City fails to perform within the initial thirty (30) day
period provided .above, and such failure to perform prevents Tenant from
operating its business in a customary manner and causes an undue hardship
for Tenant, then such failure to perform (regardless of circumstances beyond
its control) as indicated above, shall constitute a default by the City.
1.9.3 Tenant's Rights on Default:
If an event of the City's default shall occur, Tenant, to the fullest extent
permitted by law, shall have the right to pursue any and all remedies
available at law or in equity, including the right to sue for and collect
damages, including reasonable attorney fees and costs, to terminate this
Agreement; provided however, that Tenant expressly acknowledges and
agrees that any recovery by Tenant shall be limited to the amount set forth in
Section 32Iof this Agreement.
20. Indemnity Againsti Costs and Charges
20.1 Tenant shall be liable to the City for all costs and charges, expenses,
13
i
reasonable attorney's fees, and damages which may be incurred or
sustained by the City, by reason of Tenant's breach of any of the provisions
of this Agreement. Any sums due the City under the provisions of this item
shall constitute a Tien against the interest of the Tenant and the Demised
Premises and all of Tenant s property situated thereon to the same extent
and on thie same conditions as delinquent rent would constitute a lien on said
premises and property.
20.2 If Tenantlshall at any time be in default hereunder, and if the City shall deem
it necessary to engage an attorney to enforce the City's rights and Tenant's
obligations hereunder, Tenant will reimburse the City for the reasonable
expenses incurred thereby, including, but not limited to, court costs and
reasonable attorney's fees, whether suit be brought or not and if suit be
brought, -then Tenant shall be liable for expenses incurred at both the trial
and appellate levels.
21. Indemnification Against Cla
21.1 Tenant shall indemnify and save the City harmless from and against any and
all claims or causes of action (whether groundless or otherwise) by or on
behalf of any person, firm, or corporation, for personal injury or property
damage occurring upon the Demised Premises or upon any other land or
other fact lity or appurtenance used in connection with the Demised
Premises, occasioned in whole or in part by any of the following:
21.1.1 An fact or omission on the part of Tenant, or any employee, agent,
contractor, invitee, guest, assignee, sub-tenant or subcontractor of
Tenant;
21.1.2 Any misuse, neglect, or unlawful use of the Demised Premises by
Tenant, or any employee, agent, contractor, invitee, guest, assignee,
subs tenant or subcontractor of Tenant;
21.1.3 Any breach, violation, or non-performance of any undertaking of
Tenant under this Agreement;
21.1.4 Anything growing out of the use or occupancy of the Demised
Premises by Tenant or anyone holding or claiming to hold through or
under this Agreement.
21.2 Tenant agrees to pay all damages to the Demised Premises and/or other
facilities used in connection therewith, caused by Tenant or any employee,
agent, contractor, guest, or invitee of Tenant.
22. Signs and AdvertisincL ~~.
Without the prior written consent of the City Manager, which consent, if given at all,
shall be at the City, Manager's sole and absolute discretion, Tenant shall not permit
the painting and display of any signs, .plaques, lettering or advertising material of
any kind on or near the Demised Premises. All additional signage shall. comply with '
14
signage standards established by the City and comply with ail applicable building
codes, and any other municipal, County, State and Federal laws.
23. Effect of Conveyance.
The term "City.' and/or "Landlord" as used in the Agreement means only the owner
for the time being of the land and building containing the Demised Premises, so that
in the event of any sale of said land and building, or in the event of a lease of said
building, the City shall be and hereby is entirely freed and relieved of all covenants
and obligations of the City hereunder, and it shall be deemed and construed without
further agreement between the parties, or between the parties and the purchaser at
such sale, or the lease of this building, that the purchaser or Tenant has assumed
and agreed to carry out all covenants and obligations of the City hereunder.
24.
24.1
24.2
24.3
Damage to the Demised Premises.
If the Demised Premises shall be damaged by the elements or other casualty
not due to Tenant's negligence, or by fire, but are not thereby rendered
untenantable, as determined by the City Manager, in his sole discretion, in
whole or in part, and such damage is covered by the City's insurance, if any,
(hereinafter referred to as "such occurrence"), the City, shall, as soon as
possible after such occurrence, utilize the insurance proceeds to cause such
damage t!o be repaired and the Rent (Base Rent and Additional Rent) shall
not be abated. If by reason of such occurrence, the Demised Premises shall
be rendered untenantable, as determined by the City Manager, in his sole
discretion!, only in part, the City shall as soon as possible utilize the insurance
proceedsEto cause the damage to be repaired, and the Rent meanwhile shall
be abated proportionately as to the portion of the Demised Premises
rendered untenantable; provided however, that the City shall promptly obtain
a good faith estimate of the time required to render the Demised Premises
tenantable and if such time .exceeds sixty (60) days, either party shall have
the option of canceling this Agreement.
If the Demised Premises shall be rendered wholly untenantable by reason of
such occurrence, the City shall have the option, but not the obligation, in its
sole discretion, to utilize the insurance proceeds to cause such damage to be
repaired and the Rent meanwhile shall be .abated. However, the City shall
have the right, to be exercised by notice in writing delivered to Tenant within
sixty (60) days from and after said occurrence, to elect not to reconstruct the
destroyed Demised Premises, and in such event, this Agreement and the
tenancy hereby created shall cease as of the date of said occurrence, the
Rent to be adjusted as of such date. If the Demised Premises shall be
rendered wholly untenantable, Tenant shall have the right, to be exercised by
notice in writing, delivered to the City within thirty. (30) days from and after
said occurrence, to elect to terminate this Agreement, the Rent to be
adjusted accordingly.
Notwithst
covered I
repair the
ding any clause contained in this Section 24, if the damage is not
the City's insurance, then the City shall have no obligation to
amage, but the City shall advise Tenant in writing within thirty (30)
15
days of the occurrence giving rise to the damage and of its decision not to
repair, and the Tenant may, at any time thereafter, elect to terminate this
Agreement, and the Rent shall be adjusted accordingly.
25. Quiet Eniovme
Tenant shall e ~ joy quiet enjoyment of the Demised Premises and shall not be
evicted or disturbed in possession of the Demised Premises so long as Tenant
complies with the terms of this Agreement.
26. Waiver.
26.1 It is mutually covenanted and agreed by and between the parties hereto that
the failure of the City to insist upon the strict performance of any of the
conditions, covenants, terms or provisions of this Agreement, or to exercise
any option herein conferred, will not be considered or construed as a waiver
or relinquishment for the future of any such conditions, covenants, terms,
provisions or options but the same shall continue and remain in full force and
effect.
26.2 A waiver of any term expressed herein shall not be implied by any neglect of
the City to declare a forfeiture on account of the violation of such term if such
violation ~by continued or repeated subsequently. and any express waiver
shall not ! ffect any term other than the one specified in such waiver and that
one only~for the time and in the manner specifically stated.
26.3 The receipt of any sum paid by Tenant to the City after breach of any
condition, covenant, term or provision herein contained shall not be deemed
a waiver~of such breach, but shall be taken, considered and construed as
payment for use and occupation, and not as Rent, unless such breach be
expressly waived in writing by the City.
27. Notices.
The addresses for all notices required under this Agreement shall be as follows, or
at such other address as either party shall be in writing, notify the other:
LANDLORD: City Manager
City of Miami Beach
1700 Convention Center Drive
~ Miami Beach, Florida 33139
With copy to: Director
City of Miami Beach
Office of Real Estate, Housing and Community Development
1700 Convention Center Drive
i
Miami Beach, Florida 33139
16
TENANT: Leonardo Salon, Inc.
765 17t" Street
Miami Beach, Florida 33139
With copy to: Giuseppa Tantino, President
1818 SW 1St Avenue, Apt. 1905
Miami, Florida 33129
All notices shallf be hand delivered and a receipt requested, or by certified mail with
Return receipt requested, and shall be effective upon receipt.
28. Entire and Binding Agreement.
This Agreement contains all of the agreements between the parties hereto, and it
may not be modified in any manner other than by agreement in writing signed by all
the parties hereto or their successors in interest. The terms, covenants and
conditions contained herein shall inure to the benefit of and be binding upon the City
and Tenant and their respective successors and assigns, except as may be
otherwise expressly provided in this Agreement.
29. Provisions Severable.
If any term or provision of this Agreement or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of this
Agreement, or the application of such term or provision to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be affected
thereby and each term and provision of this Agreement shall be valid and be
enforced to the~fullest extent permitted by law.
30. Captions. I -
The captions contained herein are for the convenience and reference only and shall
not be deemed ~a part of this Agreement or construed as in any manner limiting or
amplifying the terms and provisions of this Agreement to which they relate.
31. Number and Gender.
Whenever used herein, the singular number shall include the plural and the plural
shall include the singular, and the use of one gender shall include all genders.
32. Limitation of Liability.
The City desires to enter into this Agreement only if in so doing the City can place a
limit on the City's liability~for any cause of action for money damages due to an
alleged breach by the City of this Agreement, so that its liability for any such breach
never exceeds Ithe sum of Ten Thousand ($10,000.00) Dollars. Tenant hereby
expresses its willingness to enter into this Agreement with Tenant's recovery from
the City 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 Agreement, Tenant hereby agrees that the City shall not be liable to Tenant
for damage 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 .City by this Agreement. Nothing contained in this Section or
elsewhere in this Agreement is in any way intended to be a waiver of the limitation
17
placed upon the City's liability as set forth in Florida Statutes, Section 768.28.
33. Surrender of the Demised Premises.
Tenant shall, on or before the last day of the Term herein demised, or the sooner
termination thereof, peaceably and quietly leave, surrender and yield upon to the
City the Demised Premises, together with any and all equipment, fixtures,
furnishings, appliances or other personal property, if any, located at or on the
Demised Premiises and used by Tenant in the maintenance, management or
operation of the Demised Premises, excluding any trade fixtures or personal
property, if any, which can be removed without material injury to the Demised
Premises, free of all liens, claims and encumbrances and rights of others orbroom-
clean, together with all structural changes, alterations, additions, and improvements
which may have been made upon the Demised Premises, in good order, condition
and repair, reasonable wear- and tear excepted, subject, ,however, to the
subsequent provisions of this Section. Any property which pursuant to the provisions
of this Section is removable by Tenant on or at the Demised Premises upon the
termination of this Agreement and is not so removed may, at the option of the City,
be deemed abandoned by Tenant, and either may be retained by the City as its
property or may be removed and disposed of at the sole cost of the Tenant in such
manner as the City may see fit. If the Demised Premises and personal property, if
any, be not sur tendered at the end of the Term as provided in this Section, Tenant
shall make good the City all damages which the City shall suffer by reason thereof,
and shall indemnify and hold harmless the City against all claims made by any
succeeding tenant or purchaser, so far as such delay is occasioned by the failure of
Tenant to surrender the Demised Premises as and when herein required.
34. Time is of the Essence.
Time is of the essence in every particular and particularly where the obligation to
pay money is involved.
35. Venue:
This Agreement shall be deemed to have been made and shall be construed and
interpreted in accordance with the laws of the State of Florida. This Agreement shall
be enforceable in Miami-Dade County, Florida, and if legal action is necessary by
either party with respect to the enforcement of any and all the terms or conditions
herein, exclusive venue for the enforcement of same shall lie in Miami-Dade
County, Florida.
CITY AND TENANT HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE
RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT THE CITY
AND TENANT MAY HEREIN AFTER INSTITUTE AGAINST EACH OTHER WITH
RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS
AGREEMENT.
36. Radon is a naturally occurring radioactive gas that, when it is accumulated in a
building in suffcient quantities, may present health risks to persons who are
exposed to it over time. Levels of Radon that exceed Federal and State guidelines
18
have been found in buildings in Florida. Additional information regarding Radon and
Radon testing may be obtained from your County Public Health Unit.
37.
No uangerous Materia~s.
Tenant agrees not to use or permit in the Demised Premises the storage and/or use
of gasoline, fuel oils, diesel, illuminating oils, oil lamps, combustible powered
electricity producing generators, turpentine, benzene, naphtha, propane, natural
gas, or other similar substances, combustible materials, or explosives of any kind,
or any substance or thing prohibited in the standard policies of fire insurance
companies in the State of Florida. Any such substances or materials found within
the Demised Premises shall be immediately removed.
I
Tenant shall indemnify and hold the City harmless from any loss, damage, cost, or
expense of the City, including, without limitation, reasonable attorney's fees,
incurred as a result of, arising from, or connected with -the placement by Tenant of
any "hazardous substance" or "petroleum products" on, in or upon the Demised
Premises as those terms. are defined by applicable Federal and State Statute, or
any environmental. rules and. environmental regulations promulgated thereunder.
The provisions of this Section 37 shall survive the termination or earlier expiration of
this Agreement.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
19
IN WITNESS
and their seals to be
agreement.
Attest:
HEREOF, the parties hereto have caused their names to be signed
fixed, all as of the day and year first above written, indicating their
I
Parcher, CITY CLERK
CITY OF MIAMI BEACH, FLORIDA
Matti Herrera Bower, MAYOR
LEONARDO SALON, INC.
~ ~
Giuse ` Tantino, President
APPROVED AS TO
FORM & LANGUAGE
FAH ELUTION
,.,
,.
. ~ ~ t0
c~
ome "B"ate
~ Salon~Leonardo Lease Agreement.FINAL.doc
20
EXHIBIT 1
Demised Premises
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fitECTpICAL ROOM ~ \~
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UNIT 2
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. AREA UNIT 1=1,326.78 S(F -- ~~~~~Z-
~ AREA UNIT 2=1,802.89 S/F o ioo soo
AREA UNtT 3 =1,290.59 S/F
- AREA UNiT'4=1,268.87 S/F
suR~YOR's
oET~xs of a note
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First Floor Plan
Prepared by. 1701 MERIDIAN BUiLDtNG CONDOMINIUM
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21
EXHIBIT 6.2
Lease Guaranty
"Lease is herein defined to be that certain Lease Agreement dated September 15, 2010, and entered into by
Leonardo Salon. Inc., as Tenant, and the City of Miami Beach, as Landlord with respect to certain Demised
Premises located at 1701 Meridian Avenue, Unit 1 (a/k/a 765 17th Street), Miami Beach, Florida, 33139.
In order to induce the Landlord to enter into the Lease, and for the Ten Dollars ($10.00) in hand paid and other
good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the undersigned,
individually, hereby irrevocably guarantees prompt payment when and as due of all rents and other monetary
obligations, and the performance of all other obligations, required to be paid or performed by the Tenant
pursuant to the Lease for the entire Term and all extensions and renewals thereof and agrees to pay and
perform as a primary oblige~r all liabilities, obligations and duties of Tenant pursuant to the Lease, including,
without limitation, payment of Rent.
The undersigned expressly agrees that the validity and enforceability of this Guaranty and the obligations and
liability of the Guarantor hereunder shall in no way be terminated, affected or impaired by reason of any
modification, indulgence, compromise, settlement, variation of terms, renewal ore extension of the Lease and
the undersigned hereby consents to any such modification, renewal and extension and shall not be affected by
any termination of the Lease. Action or suit may be brought against the undersigned and reduced to final
judgment with or without first concurrently proceeding against the Tenant under the Lease. This Guaranty
creates, joint and several, personal liability to all the undersigned for payment and performance as herein
before stated, and the undersigned hereby waives and renounces any and all exemption rights under or by
virtue of the Laws of any i state or the United States and further waives all notice, demand, protest,
presentment, notice of demand, notice of default, diligence, protest, presentment and nonpayment. Any
notices or communications to the Tenant under the Lease shall be deemed to constitute notice or
communication to the undersigned individually. Landlord and Tenant, without notice to or consent by the
undersigned, may at any time and from time to time, enter into modifications, extensions, amendments or
other covenants respecting the Lease and the undersigned shall not be released thereby, but shall continue to
be fully liable for the payment and performance of all liabilities, obligations, and duties of Tenant pursuant to
the Lease as so modified, extended or amended. The force and effect of this Guaranty shall not be affected by
the execution of other guaranties securing the same obligations, liabilities and duties. This Guaranty shall be
cumulative of any such guaranties and the liability of all the guarantors of the Lease shall be joint and several.
The Landlord in its sole discretion shall be entitled to release, compromise or settle the obligations, liabilities,
and duties of any one or more of such guarantors and such action shall not affect the right of Landlord, to
enforce the Lease against the Tenant and any other guarantors. If any party executing the Guarantee is a
corporation or partnership, then the undersigned officer or partner hereby represents and warrants that the
Board of Directors of such corporation or the partners of such partnership, have authorized the execution on
its behalf and acknowledge the benefit and consideration to the undersigned.
The undersigned agree to 'pay reasonable attorney's fees, plus expenses incurred by Landlord in the
enforcement of any right of Landlord hereunder or in the defense of any action against Landlord hereunder.
This instrument shall inure to the benefit of the Landlord under the Lease, its successors and assigns, and
shall bind the undersigned, and heirs, successors and assigns. {f more than one party has executed this
Guaranty, then the liability o I all such parties who have signed below shall be joint and several.
This Guaranty is made and entered into this 15th day of September, 2010.
By:
antino
By:
SS #
SS #
22