Termination of Lease with CADIAC, INC. S97-a��3
TERMINATION OF LEASE
This Termination of Lease Agreement(Termination Agreement), is made and executed as of this
11 th day of September 2013 (Effective Date),relating to a lease dated June 11, 1998(Lease),
by and between the MIAMI BEACH REDEVELOPMENT AGENCY,a public body corporate
and politic (RDA), hereinafter referred to as (Landlord), and CADIAC, INC., a Florida
corporation (Tenant),relating to Suites D and E in the Anchor Shops, having a physical address
of 1560 Collins Avenue, Suites 3-4,Miami Beach,Florida 33139(Premises).
RECITALS:
WHEREAS,the Lease was for an original term of fifteen years and currently terminates
on May 30, 2014; however, Tenant would like to make improvements to the Premises but cannot
move forward without a Lease for a longer term;
WHEREAS, at the request of Tenant, on June 25, 2013, the Finance and Citywide
Projects Committee(FCWPC)recommended in favor of an early termination of the subject Lease
and the execution. of a new Lease for the Premises, for a period of three years with two (2)
renewal options,for three years and three years and 364 days,respectively,between the RDA and
Tenant(New Lease);
WHEREAS, on September 11, 2013, pursuant to Resolution No. _597-2013
the Chairperson and Members of the RDA accepted the recommendation of FCWPC and
approved the execution of the New Lease between the RDA and Tenant, with respect to the
Premises;
NOW THEREFORE, simultaneously with the execution of the New Lease and in
consideration of the mutual covenants contained herein and other good and valuable
consideration,the receipt and sufficiency of which are hereby acknowledge,Landlord and Tenant
agree to terminate the Lease for the Premises.
WITNESSES: LANDLORD:
MIAMI BEACH REDEVELOPMENT
AGENCY; a public body corporate
and politic
Pmt Name: Z11 A ! Chairperson
AAA,#
Z� day of 0-&1e4 2013.
Print Nam
Print Name: // Secretary �Q°.• •• ••��
day of �• o
p .---
/irint Name. ^ :INCORP ORATED
Exhibit .
! �ti
5J�
TENANT:
Cadiac, Inc., a Florida corporation
a By:
Print Name:
Name:_ 7��7`LU/�' (�7— r'/�2)�2- C�
Print Name: Title:
day of li�, 2013,
APPROVED AS TO
FORM&LANGUAGF,
FOR EXECUTION
a
2
it Rttorney Date
I
LANDLORD: Miami Beach Redevelopment Agency, a public body
corporate and politic
i1700 Convention Center Drive
Miami Beach,Florida 33139
TENANT: US Vintage, Inc.
1560 Collins Ave.,Suite 3-4
Miami Beach, Fl.33139
DATE OF EXECUTION: September 11 - , 2013
ANCHOR SHOPS AT SOUTH BEACH
RETAIL LEASE
Exhibit"2"
(i) Initials:
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: September 11 , 2013.
2. "Landlord": Miami Beach Redevelopment Agency
3. Landlord's Address: Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Office of Real Estate, Housing &Com.
Dev.
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": US Vintage, Inc.
1560 Collins Ave., Suite 3-4
Miami Beach, FI 33139
Miami Beach, FL 33139
6. "Guarantor": Shlomo D'Jamal
Joshua Glickman
7. Guarantor's Address: 1560 Collins Ave., Suite 3-4
Miami Beach, FL 33139
8. Premises (section 1.1): 1560 Collins Ave., Suite 3-4
Miami Beach, FL 33139
As shown on Exhibit"B"
9. Gross Rentable Area of
Premises (section 1.1): Approximately 4,236 square feet
10. Gross Rentable Area of
Retail Space (section 1.1): Approximately 19,775 square feet
11. Tenant's Proportionate
Share(section 2.4): 21% of Gross Rentable Area of Retail Space
12. Permitted Use of
(ii) Initials:
Premises(section 3.1): Premises shall be used to display and sell upscale
clothing for men, women and juniors (designer
brands such as Polo), clothing accessories, resort
wear, weekend wear, designer shoes, perfumes,
eyewear, watches, and Miami Beach souvenir
items (and subject to the prohibited uses described
in Exhibit"D"to the Lease).
13. Term of Lease (section 1.1): Three(3)years.
"Commencement Date": October 1, 2013.
"Rent Commencement Date": October 1,2013.
"Renewal Options": Two(2)options of three years
and three years and 364 days, respectively, after
the Expiration Date of the Initial Lease Term.
Tenant must notify Landlord in writing, no later than
one hundred and eighty(180)days prior to
Expiration Date of its intention of exercising the
Renewal Option.
14. "Minimum Rent" (section 2.2):
MONTHLY PAYMENT
MONTHS ANNUAL MINIMUM RENT (PLUS SALES TAX)
Rent Commencement Date-
next succeeding twelve $275,340.00 $22,945.00
months*
Note (*) Beginning on October 1, 2014, and at the beginning of each succeeding year thereafter
during the Term of the Lease and during the term of any subsequent Lease Renewal Options, the
Minimum Rent shall be adjusted by the greater of three (3%) annually or the CPI increase, as
determined in accordance with the following formula: The CPI increase shall be determined by
multiplying the Minimum Rent then being paid by a fraction, the numerator of which shall be the
Consumer Price Index- U.S. City average for urban wage earners and clerical workers all items (1982-
84 equals 100) ("CPI") for the third month-preceding the month of adjustment, and the denominator of
which shall be the CPI for the fifteenth month preceding the month of adjustment. Should the CPI
become unavailable, a reasonable substitute prepared by the U.S. Department of Labor or other
source, as designated by Landlord, shall be used. Minimum Rent shall continue to be payable in
monthly installments as otherwise described above until Landlord notifies Tenant of the new monthly
Minimum Rent installment amount. Landlord shall attempt to so notify Tenant prior to the
commencement of each adjustment date. However, failure of Landlord to timely notify Tenant of the
new monthly Minimum Rent installment amount shall not be deemed a waiver by Landlord of the
increased rental; the new monthly amount (or any portion to previously paid) shall be payable,
retroactive to the commencement of the new adjustment date, upon notification by Landlord to Tenant
of the new monthly Minimum Rent installment amount. Notwithstanding the foregoing, the annual
Minimum Rent shall not be less than the Minimum Rent payable for the immediately prior year, plus the
minimum three(3%)annual increase.
(iii) Initials:
The projected Minimum Rent for this site, assuming that the annual increases stay at the minimum 3%
escalations and the prevailing market rents stay consistent with the Minimum Rent increases provided
herein, shall be as follows:
Anl uaY tVl�r ur"ii:ttei�x MonthK ent
y.. .;.
__ 'Exc�ustve=.ot.'1'ax''.�,��EX�lusive of'�ax= �•
Year 11_$ 275,340.00 $22,94500
Year 2 $ 283,600.20 $ 23,633.35
Year 3 ^$ 292,108:21 $w.^ 24,342I!L
Year 4 ^$ 300,871.45 �$ 25,072.62
Year 5 $ 309,897.60 $ 25,824.80
Year 6 ^_$ 319,194.52 $ _._ 26,599.54
Year 7 � �_ 328,770036 �$ � 27,397.53
Year 8_ $_ 3_38,633.47 $ _28,219.46
Year 9 $ r 348,792.47 $ _29,066.04
Year 10 $ 359,256.25 $ 29,938.02
15. Option Period(s) Rent:
Upon notification of the Tenant's request to exercise its renewal option(s), as provided for in Section 13
of the Lease Summary, the Landlord shall engage an independent appraisal firm to determine
comparable prevailing market rents and shall adjust the rent during the renewal period accordingly;
however, the Minimum Rent shall not be less than the Minimum Rent for the immediately prior year,
with subsequent annual rent increases, during said particular renewal option period, by the greater of
3% or CPI increases, as more particularly described in paragraph 14 of this Lease Summary.
16. Percentage Rental (section 2.3): N/A
17. Prepaid Rent(section 2.2): N/A
18. Security Deposit(section 2.7): $45,890.00 (excludes sales tax), the equivalent of
two(2)months rent(due upon execution of Lease).
19. Common Area Maintenance Payment of Proportionate share of real estate
(CAM) (section 2.4): taxes, Landlord's insurance(Determined by
Landlord)and Operating Costs, as defined in
section 2.4.
COMMON AREA MAINTENANCE MONTHLY/ANNUAL
LEASE YEAR (CAM) PAYMENT
COST PER SQUARE FOOT*
1 $1.41 $497.73/$5,972.76
2-3 See Note(*) See Note (*)
Note (*) Beginning. on October 1, 2014, and at the beginning of each succeeding Lease Year
thereafter during the Term of the Lease and any subsequent Renewal Option Period, the rate for
(iv) Initials:
Common Area Maintenance, as defined in paragraph 2.4 of the Lease, shall be adjusted to reflect the
Tenant's prorate share of CAM Costs incurred by the Landlord during the previous Lease year.
In addition, beginning on October 1, 2015, and on October 1St of each year thereafter, during the Term
of the Lease and any subsequent Renewal Option period, Landlord shall provide Tenant with a
reconciliation with respect to the total CAM charges incurred by Landlord during the previous fiscal
year (Landlord CAM Charges) and Tenant's proportionate share of said Landlord CAM Charges
(Tenant CAM Share) and the actual payments Tenant has made toward said Tenant CAM Share
(Tenant CAM Payments) (Reconciliation). If the Tenant CAM Share exceeded the Tenant CAM
Payments (CAM Shortage), Tenant shall pay Landlord its proportionate share of the CAM Shortage
within thirty days from Landlord's demand. If Tenant's proportionate share of the CAM Shortage is a
sum which exceeds more than one month of Minimum Rent at the time, Tenant may pay 1112' of said
CAM Shortage over the next ensuing twelve month period. If the total Tenant CAM Share is less than
the Tenant CAM Payments (CAM Credit), Tenant shall receive a CAM Credit toward the next Minimum
Rent payments due under the Lease, until Tenant's CAM Credit has been depleted.
20. Comprehensive General
Liability Insurance (section 6.1): $1,000,000.00
21. Monthly Promotional Charge
(section 13.1): NIA
22. Broker(s) (section 14.12): NIA
23. Completion Date for Tenant's Work
(section 5.1): NIA.
24. Trade Name (section 3.1): US Vintage
(v) Initials:
THIS LEASE (the "Lease"), dated the day of , Year, is made between Miami
Beach Redevelopment Agency, a public body corporate and politic (the"Landlord"), and Company Name., a
Florida corporation (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, City of Miami Beach, Metropolitan 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.
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 Grant: 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, the"Premises." A site plan showing
the location of the Retail Space within the Facility, as well as the location of the Premises within the Retail Space,
is attached hereto and made a part hereof as Exhibit"B." The gross rentable area of the Premises and the Retail
Space gross rentable area 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 "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.
(i) Storefront and Doors: Interior of storefront and doors finished with standard color(which may not
be modified by Tenant). Entry doors to be provided with hardware(which may not be modified by Tenant). Rear
service door provided, with locking mechanism, in compliance with fire/other,as required by South Florida Building
Code. All doors and storefront have been wired for the installation of a theft protection system. (Storefront sills
are excluded.)
(ii) Ceiling: Exposed to structure, with a portion of drywall, suspending'ceiling located along the
service counter,along the south end of Premises.
(iii) Demising Walls: Limited to 3 518" metal studs and drywall paneling, rated under fire/other, as
required by South Florida Building Code.
(iv) Exterior Walls: Exposed,finished masonry or concrete.
(v) Flooring: Compacted fill suitable for structural slab, concrete slab, and public area flooring
composed of ceramic tile and polished wood, over a built-in platform.
1 Initials:
(vi) Plumbing/Bathrooms/Food Preparation Sinks: Domestic water terminating at Premises. Size of
service for spaces at 16th Street and Washington Avenue is 3/4", and size of service for spaces
at Collins Avenue is 1 1/4". Sanitary waste lines terminating at Premises. Size of lines are 4"for
all spaces. Two food preparation sinks and related equipment are installed and properly
connected to the water/sanitary systems. Two bathrooms, equipped and finished in full, and in
compliance with existing code requirements.
(vii) Walk-In Refrigerator: a walk-in refrigerator, located in the food preparation area, Is installed and
connected to electrical and plumbing sources.
(viii) Electrical Fixtures/Meter: Conduit sized at 2"terminating at Premises. Electrical panel and wiring
appropriate for Premises is Installed. Electrical fixtures include two(2) ceiling Fans, spot lights,
and other.Tenant is responsible for the installation and maintenance of an.electrical meter for the
premises.
(ix) Fire Sprinklers: Lines and heads as required by code. (Changes, if any, are Tenant's
responsibility.)
(x) Mechanical System (Air-Conditioning/Heating): The type of system installed is as follows: For
spaces at Collins Avenue-split HVAC system (with roof curb provided by Landlord). The system
includes duct distribution work,and is installed per existing codes. The roofing membrane located
underneath the HVAC system supports has been installed in accordance to existing codes and is
guarantee. Tenant Is to coordinate all maintenance and repair of the HVAC System units with
Landlord,at Tenant's expense.
(XI) Roofing:Tenant shall coordinate with Landlord the repair and maintain the roofing system for the
Premises.
(xii) Exterior Signs: Electrical junction box provided within storefront, to provide power with conduit
from exterior box to interior of Premises.
Landlord reserves the right to modify the plans and specifications for the Shell Improvements In response to
building code requirements and/or construction conditions.Tenant is responsible for any and all utility impact fees
and connection fees, charges, and/or deposits as may be required in connection with Tenant's Work, as
hereinafter defined.
ARTICLE 11. RENT.
2.1 Covenant to Pa v.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 five(5) days following demand. All rent or other charges that
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 them 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. 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)
2 Initials:
specified in the Lease Summary. The first monthly installment of Minimum Rent shall be due on the date of this
Lease. The Minimum Rent described above shall be adjusted during the Term of this Lease as provided in the
Lease Summary.
2.3. Percentage Rental. Intentionally Omitted.
2.4 Common Area Maintenance (CAM). Tenant shall remit, together with regular monthly payments
of Minimum Rent, as Additional Rent, in accordance with Section 19 of the Lease Summary, its proportionate
share of Common Area Maintenance (CAM)Costs for the Premises, Garage and Retail Space,which CAM costs
include: real estate taxes for the Garage and Retail Space(Real Estate Taxes); insurance costs to be determined
by Landlord, in its sole discretion and judgment, to be sufficient to self-insure the Garage and Retail
Space for hazard and flood, windstorm and liability insurance (Landlord's Insurance); and other operating
costs (Operating Costs) necessary in connection with the ownership and operation of the Premises, including but
not limited to the following:
(i) Costs associated with Landlord's repair obligations under the Lease, including but not limited to
maintaining, repairing and/or replacing the structural, mechanical and/or electrical equipment, and exterior roof
relating to the Retail Space;
(ii) Replacement of the heating,ventilating and air conditioning equipment for the Retail Space;
(iii) Cleaning, maintaining the exterior walls of Retail Space, Including pressure cleaning and painting;
(iv) Cleaning/janitorial service for maintenance of the sidewalks abutting the Retail Space;
(v) Management fees relating to the management of the Retail Space, should Landlord contract a
third party to manage the Retail Space(Not applicable if Landlord is managing the Retail Space);and
(vi) Any other expenses with respect to maintenance, security and Operating Costs which may be
deemed necessary as the need arises, in Landlord's sole discretion.
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 with copies of Tenant's sales tax reports provided to the State of Florida, as and when such reports are
provided to the State. Landlord shall have the right to disclose such reports to any person or entity having an
interest or prospective interest in the Retail Space.
2.6 Rent Past Due. If any payment due from Tenant shall be overdue more than five(5)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(1 112%) 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 or part 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. Subject to the provisions of section 2.4, within thirty(30) days following
termination of this Lease, if Tenant is not then in default, the security deposit will be returned by Landlord to
Tenant.
Notwithstanding.the foregoing, for.purposes of the security deposit described in the Lease Summary and
the above paragraph, Tenant, at its option, shall have the right to post an Irrevocable, unconditional, and
transferable Letter of Credit, which Letter of Credit shall comply with the provisions of Exhibit"2.7," attached
3 Initials:
i
i
hereto and made a part hereof. If Tenant delivers the Letter of Credit to Landlord, then Landlord will return the
cash security deposit promptly after Landlord's receipt of the Letter of Credit.
2.8 Landlord's Lien. To secure the payment of all 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.
ARTICLE III. USE OF PREMISES.
3.1 Permitted Use. The Premises shall be used and occupied only for the sale at retail of goods or
services as specified in the Lease Summary. 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 on 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 retail center or incompatible with retail uses ancillary to a first-class convention
center hotel. Tenant shall observe all reasonable rules and regulations established by Landlord from time to time
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 -Si Ons. 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
4 Initials: 7
J
submitted for Landlord's prior approval. Except with the prior written consent of Landlord, Tenant shall not erect,
install, 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 seg; the Federal Water Pollution
Control Act, as amended, 33 U.S.C.§1251, et s_ eQ.; 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. However,
Tenant shall open for business no later than 12:00 P.M. and shall close no later than 10:00 PM. 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. However, Landlord shall not be responsible for
providing common area or other services during such additional hours. Tenant shall open the whole of the
5 Initials:
Premises for business to the public,fully fixtured, stocked, and staffed on the Completion Date set forth in item 24
of the Lease Summary, and shall continuously, actively, and 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(as the term is described in section 14.1).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. In recognition of Tenant's monetary contribution to Landlord
(in the form of rent) and Tenant 's general contribution to commerce within the Retail Space (also important in
Landlord's determination to execute this Lease with Tenant), Tenant agrees that during the Term neither Tenant,
or any guarantor or affiliate, parent, or subsidiary of Tenant will own, lease, or operate another store, department
within a store, or any structure or site for retail business conducting the same business as described in item 12
within one(1)miles of any point in the Retail Space.
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; (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; or (G) any other
Prohibited Uses set forth in the attached Exhibit"D".
3.7 Exclusive Use. So long as Tenant is in actual occupancy of the Premises and using the Premises
for the permitted use set forth in the Lease Summary,Landlord agrees not to enter into any leases for space in the
Retail Space with persons or entities whose primary business at the Retail Space would be for the sale of clothing
sold under the following brand names: Dolce&Gabbana;Versace Jeans Couture; B.C.B.G.; Diesel; Replay;Polo
Sport; Polo Jeans; and Ralph Lauren; and shoes sold under the following brand names: Charles David; Calvin
Klein;Kenneth Cole;SoHo Shoes;Via Spiga;and Milano.
3.9 Extension of Credit. Intentionally omitted.
3.10 Cotenancy. intentionally omitted.
ARTICLE IV. ACCESS AND ENTRY.
4.1- Right-of Examination. Landlord shall be'entitled at all reasonable times and upon reasonable
notice (but no notice is required in emergencies) to enter the Premises to examine them if Landlord reasonably
believes that Tenant is not complying with any of its obligations hereunder; to make such repairs, alterations, or
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improvements thereto as Landlord considers necessary or reasonably desirable; to have access to under floor
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 actin on behalf of Landlord ndlord 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 therefore.
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 notice 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.
ARTICLE V. 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 any and all improvements, alterations and/or repairs to the Premises 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").
(b) Tenant, at Tenant's expense, agrees to furnish to Landlord a preliminary schedule of
finishes and values, as well as a conceptual plan for any improvements and/or alterations to the Premises. The
preliminary schedule of finishes and values, as well as the conceptual plan shall be subject to Landlord's review
and approval, not to be unreasonably withheld or delayed. Landlord shall notify Tenant in writing of its acceptance
or of its objections to the preliminary schedule of finishes and conceptual plan within ten (10) business days after
such preliminary schedule has been provided to Landlord. Should Tenant fail to submit the preliminary schedule
of finishes and conceptual plan within the time period set forth above, or should Tenant fail to make any
reasonable modifications Landlord may require within five(5) business days of notice thereof, then either such
event shall be deemed to be a default under this Lease.
(c) Tenant, at Tenant's expense, agrees to furnish to Landlord a set of schematic drawings
(including an initial space plan) plan for any improvements and/or alterations to the Premises, which shall also
include as an attachment a schedule of finishes and Tenant's proposed construction budget (the"Schematic
Drawings") for Tenant's Work. The construction budget shall include detailed descriptions of the scope of work
and provide for a minimum expenditure for Tenant's Work. The Schematic Drawings shall be subject to
Landlord's review and approval, not to be unreasonably withheld. Landlord shall notify Tenant in writing of Its
acceptance or of its objections to the Schematic Drawings. Should Tenant fail to submit the Schematic Drawings
within the time period set forth above, or should Tenant fail to make any reasonable modifications Landlord may
require within five(5) business days of notice thereof, then either such event shall be deemed to be a default
under this Lease. Tenant acknowledges that submission of satisfactory Schematic Drawings is a condition to
Landlord's entering into this Lease with Tenant and that if Tenant fails to furnish Schematic Drawings acceptable
to Landlord within the time periods set forth herein, then, in such event, Tenant shall be in default under this
Lease, and Landlord shall have the option to declare this Lease null and void. The Schematic Drawings, as
approved by Landlord, shall be incorporated herein by reference and made part of this Lease.
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(d) Within ten (10) days after the date Landlord has approved the Schematic Drawings,
Tenant, at Tenant's expense, agrees to furnish to Landlord a complete, detailed set of plans and specifications
through the design development stage('Tenant's Plans")for Tenant's Work,which shall include,without limitation,
all working drawings, elevations, finish selections, and signage schematics, along with a separate schedule
detailing Tenant's estimated expenditures in connection with Tenant's Work (based on the construction budget
described above as supplemented to reflect the approved Schematic Drawings) and a list of the proposed
architect and engineer(s), interior design team, general contractor, and subcontractors. Tenant's Plans shall be
based on the approved Schematic Drawings and shall be in a form sufficient to obtain a building permit from the
City.Tenant's Plans shall be prepared by Tenant's architect and engineer(s),which architect and engineer(s)shall
be subject to Landlord's prior written approval, not to be unreasonably withheld or delayed.Tenant's Plans shall be
subject to Landlord's reasonable review and approval, which approval shall not be unreasonably withheld or
delayed. Landlord shall notify Tenant in writing of its acceptance or of its objections to Tenant's Plans within ten
(10) business days after the Tenant's Plans have been provided to Landlord. Should Tenant fail to submit
Tenant's Plans within the time period set forth above, or should Tenant fail to make any reasonable modifications
Landlord may require within five(5)business days of notice thereof,then either such event shall be deemed to be
a delay caused by Tenant. Notwithstanding Landlord's review and approval of Tenant's Plans, Landlord assumes
no responsibility whatsoever, and shall not be liable, for the manufacturer's, architect's, or engineer's design or
performance of any structural, mechanical,electrical,or plumbing systems or equipment of Tenant.
(e) Once Landlord approves Tenant's Plans, Tenant shall, within five(5) days, provide
Landlord with two(2)sets of Tenant's Plans(and any changes to Tenant's Plans and/or the approved construction
budget shall be made only by written addendum signed by both parties).Tenant's Plans, as approved by Landlord,
shall be incorporated herein by reference and made part of this Lease.
(f) Within ten (10) days after the date Landlord has approved Tenant's Plans, Tenant, at
Tenant's expense, agrees to furnish to Landlord a complete and detailed set of construction documents in AIA
form, including all exhibits ("Tenant's Construction Documents") for Tenant's Work, which shall be prepared by
Tenant's architects. Tenant's Construction Documents shall be subject to Landlord's prior written approval, which
approval shall not be unreasonably withheld or delayed, and Tenant shall receive written notification of Landlord's
approval or objections to Tenant's Construction Documents. Should Tenant fail to submit Tenant's Construction
Documents with the period set forth above or should Tenant fail to make any reasonable modifications, Landlord
may request within five(5)business days of notice hereof,then either such event shall be deemed a delay caused
by Tenant. Notwithstanding Landlord's review of Tenant's Construction Documents, Landlord assumes no
responsibility whatsoever and shall not be liable with respect to any item contained therein.
(g) Once Landlord approves Tenant's Construction Documents, Tenant shall, within five(5)
days, provide Landlord with two(2) sets of Tenant's Construction Documents (and any changes to Tenant's
Construction Documents and/or the approved construction budget shall be made only by written addendum signed
by both parties).
(h) Tenant shall use only licensed contractors and subcontractors approved In writing by
Landlord to complete the construction and installation of Tenant's Work,which approval shall not be unreasonably
withheld or delayed. Within ten(10) days after the date hereof, Tenant shall provide to Landlord certificates of
insurance evidencing that Tenant has the required comprehensive general liability Insurance required of Tenant
under the Lease. In addition, Tenant shall provide to Landlord certificates of insurance evidencing that Tenant's
general contractor has in effect(and shall maintain at all times during the course of the work hereunder)workers'
compensation insurance to cover full liability under workers' compensation laws of the State of Florida with
employers' liability coverage; comprehensive general liability and builder's risk insurance for the hazards of
operations, independent contractors, products and completed operations (for two(2) years after the date of
acceptance of the work by Landlord and Tenant); and contractual liability specifically covering the indemnification
provision in the construction contract, such comprehensive general liability to include broad form property damage
and afford coverage for explosion, collapse and underground hazards, and "personal injury"liability Insurance and
an endorsement providing that the insurance afforded under the contractor's policy is primary insurance as
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respects Landlord and Tenant and that any other insurance maintained by Landlord or Tenant is excess and non-
contributing with the insurance required hereunder, provided that such insurance may be written through primary
or umbrella Insurance policies with a minimum policy limit of $1,000,000.00. Landlord and Tenant are to be
included as an additional insured for insurance coverages required of the general contractor.Tenant shall Inform
its contractor, subcontractors, and material suppliers that Landlord's interest in the Premises and the Retail Space
shall not be subject to any lien to secure payment for work done or materials supplied to the Premises on Tenant's
behalf and that Landlord has filed a notice in the public records of Dade County, Florida, to that effect. All
inspections and approvals necessary and appropriate to complete Tenant's Work in accordance with Tenant's
Plans and as necessary to obtain a certificate of use and occupancy as hereinafter provided are the responsibility
of Tenant and its general contractor. Tenant shall arrange a meeting prior to the commencement of construction
between Landlord and Tenant's contractors for the purpose of organizing and coordinating the completion of
Tenant's Work.
(I) Once Tenant's Plans have been approved by Landlord, Tenant shall diligently pursue the
issuance of a building permit therefore.Tenant shall commence Tenant's Work(and shall be required to diligently
pursue same)upon receipt of the building permit. If Tenant has not commenced Tenant's Work by such date,or If
Tenant has not achieved Substantial Completion of Tenant's Work in accordance with Tenant's Plans, as
approved by Landlord, by the date set forth in the Lease Summary, then, in either such event, Tenant shall be in
default under this Lease, and Landlord shall have the option to declare this Lease null and void and exercise any
remedies available under this Lease. Should this Lease be declared null and void pursuant to this paragraph,
Tenant shall forfeit all rights to any deposits, advance rent, and any other payments made under this Lease,and
Landlord shall have no further liability to Tenant under this Lease. "Substantial Completion" of Tenant's Work
shall mean that Tenant's Work has been completed in accordance with the approved Tenant's Plans and that the
Premises are approved for use and occupancy by the appropriate governmental authorities and are In suitable
condition for the operation of Tenant's business.
(j) All of Tenants Work shall be completed in a good and workmanlike manner and shall be
in conformity with the City's building codes and the South Florida Building Code, Dade Edition, and in accordance
with Landlord's construction rules and regulations pertaining to contractors. Upon completion of Tenant's Work,
Tenant shall furnish Landlord:
(1) a certificate of use and/or occupancy issued by the City and other evidence
satisfactory to Landlord that Tenant has obtained the governmental approvals necessary to permit occupancy;and
(2) a notarized affidavit from Tenant's contractor(s) that all amounts due for work
done and materials furnished in completing Tenant's Work have been paid;and
(3) releases of lien from any subcontractor or material supplier that has given
Landlord a Notice to Owner pursuant to Florida law;and
(4) as-built drawings of the Premises,with a list and description of all work performed
by the contractors, subcontractors, and material suppliers.
(k) Any damage to the existing finishes of the 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.
(1) 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
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v
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.
(m) the above requirements for submission of plans and the use of specific contractors shall
not apply to maintenance or repairs which do not exceed$1,500.00, provided that the work is not structural, and
provided that it is permitted by applicable law.
5.2 Maintenance and Repairs by Landlord. It is hereby acknowledged and agreed that Landlord is
solely responsible to maintain and repair certain portions of the Retail Space, limited to the base building
structure, mechanical and electrical system and exterior roof and walls. Landlord shall use all reasonable
efforts to fulfill its maintenance and repair obligations. Tenant will notify Landlord 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 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. Within ten(10) days after written demand,
Tenant shall reimburse Landlord for the cost of making the repairs.
5.3 Maintenance and Repairs by Tenant.Tenant shall,at its sole cost, repair and maintain all portions
of the Premises, exclusive of limited to the base building structure, mechanical and electrical system and
exterior roof and walls, all to a standard consistent with a first class retail center, with the exception of base
building mechanical and electrical systems, roof and foundation and exterior walls, which are the obligation of the
Landlord pursuant to this Lease. 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; (ii)interior and exterior windows, plate glass, doors, and any fixtures or appurtenances composed of
glass (including, without limitation, interior and exterior washing of windows and plate glass); (iii) Tenant's sign;
(iv) maintain and repair of 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 quarterly);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. Tenant shall be responsible for all trash removal for its business operations, including,without limitation,
that Tenant shall keep all wet garbage under refrigeration.
5.4 Approval of Tenant's Alterations. 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 performed 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. Notwithstanding the foregoing, interior, nonstructural
alterations which do not require a building permit may be made without Landlord's consent, but Tenant shall notify
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Landlord in writing prior to making any such alterations.
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 fifteen(15)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 Dade County, Florida, a public notice containing a true and correct copy of this paragraph,
and 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, and other
utility charges applicable to the Premises as separately metered. 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. Tenant shall, throughout the Term (and any other period when Tenant is in
possession of the Premises), maintain at its sole cost the following insurance:
(A) All risks property insurance, containing a waiver of subrogation rights which Tenant's
insurers may have against Landlord and against those for whom Landlord is in law responsible including,without
limitation, its directors, officers, agents, and employees, and (except with respect to Tenant's chattels)
incorporating a standard Florida mortgagee endorsement (without contribution). Such insurance shall insure
property of every kind owned'by Tenant in an amount not less than the full replacement cost thereof(new),with
such cost to be adjusted no less than annually. Such policy shall include as additional insureds Landlord and its
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affiliates and any mortgagee of Landlord,the City,and any mortgagee of the Landlord in connection with a mortgage
on the Facility.
(B) Comprehensive general liability insurance. Such policy shall contain inclusive limits per
occurrence of not less than the amount specified in the Lease Summary; provide for severability of interests; and
include as additional insureds Landlord and its affiliates and any mortgagee of Landlord, the City, and any
mortgagee of Landlord in connection with a mortgage on the Facility.
(C) Worker's compensation and employer's liability insurance in compliance with applicable
legal requirements.
(D) 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.
(E) Any other form of insurance which Tenant or Landlord, acting reasonably, requires from
time to time in form, in amounts, and for risks against which a prudent tenant would insure, but in any event not
less than that carried by comparable retail establishments in Dade County,Florida.
All policies referred to above shall: (i)be taken out with insurers licensed to do business in Florida
and reasonably acceptable to Landlord; (ii)be in a form reasonably satisfactory to Landlord; (iii)be
non-contributing with, and shall apply only as primary and not as excess to any other insurance available to
Landlord or any mortgagee of Landlord; (iv)contain an undertaking by the insurers to notify Landlord by certified
mail not less than thirty(30) days prior to any material change, cancellation, or termination, and(v)with respect to
subsection(A), contain replacement cost, demolition cost, and increased cost of construction endorsements.
Certificates of insurance on Landlord's standard form or, If required by a mortgagee, copies of such Insurance
policies certified by an authorized officer of Tenant's insurer as being complete and current, shall be delivered to
Landlord promptly upon request. If Tenant fails to take out or to keep in force any insurance referred to in this
section 6.1, or should any such insurance not be approved by either Landlord or any mortgagee,and Tenant does
not commence and continue to diligently cure such default within two (2) business days after written notice by
Landlord to Tenant specifying the nature of such default, then Landlord has the right, without assuming any
obligation in connection therewith, to effect such insurance at the sole cost of Tenant and all outlays by Landlord
shall be paid by Tenant to Landlord as additional rent without prejudice to any other rights or remedies of Landlord
under this Lease. Tenant shall not keep or use in the Premises any article which may be prohibited by any fire or
casualty insurance policy in force from time to time covering the Premises or the Retail Space.
6.2 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, failing plaster, falling ceiling
tile, falling fixtures, steam, gas, electricity, water, rain, flood, or leaks from any part of the Premises or from the
pipes, sprinklers, appliances, plumbing works, roof, windows, or subsurface of any floor or ceiling of the Retail
Space or from the street or any other place or by dampness, or by any other cause whatsoever, unless resulting
from the gross negligence or willful misconduct of Landlord. Tenant agrees to indemnify Landlord and hold it
harmless from and against any and all loss (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 any occurrence in, upon, or at the Premises, or the occupancy, use,or improvement by Tenant or its
agents or invitees of the Premises or any part thereof, or occasioned wholly or in part by any act or omission of
Tenant its agents, employees, and*Invitees or by anyone permitted to be on the Premises by Tenant.
1
12 Initials:
6.3 Waiver of Subrogation. Landlord and Tenant each hereby waives on behalf of itself and its
insurers (none of which shall ever be assigned any such claim or be entitled thereto due to subrogation or
otherwise)any and all rights of recovery, claim,action, or cause of action,against the other,its agents, officers,or
employees, for any loss or damage that may occur to the Premises, or any improvements thereto or the Retail
Space, or any improvements thereto, or any personal property of such party therein, by reason of fire, the
elements, or any other causes which are, or could or should be insured against under the terms of the standard
fire and extended coverage insurance policies referred to in this Lease, regardless of whether such insurance is
actually maintained and regardless of the cause or origin of the damage Involved, including negligence of the other
party hereto, its agents, officers, or employees. Landlord and Tenant shall each obtain from their respective
insurers, under all policies of fire, theft, public liability,worker's compensation, and other insurance maintained by
either of them at any time during the term hereof insuring or covering the Retail Space or any portion thereof or
operations therein, a waiver of all rights of subrogation which the insurer of one party might have against the other
party, and Landlord and Tenant shall each indemnify, defend, and hold harmless the other against any loss or
expense, including reasonable attorneys' fees (appellate or otherwise) resulting from the failure to obtain such
waiver.
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. If
Landlord repairs or rebuilds, Minimum 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 all 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 may, at its option,terminate this Lease on notice to Tenant 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 Teriant. Tenant shall nbt enter into, consent to, or permit any Transfer, as hereinafter
defined,without the prior written consent of Landlord in each instance, which consent may be granted or withheld
in Landlord's sole and absolute discretion for any reason or for no reason. For purposes of this Lease, "Transfer"
13 Initials:
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 in the stock of the corporation or partnership
interests, as applicable. 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.
In addition, Tenant shall not grant any purchase money security interest in Its furniture, fixtures, and
equipment in the Premises,without prior written consent of the Landlord.
8.2 Assignment by Sublandlord. Intentionally omitted.
ARTICLE IX. DEFAULT.
9.1 Defaults. A default by Tenant shall be deemed to have occurred hereunder, if and whenever:
(1)any Minimum Rent is not paid when due whether or not any 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.
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(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 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, ad 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 some 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)
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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, Landlord shall not at any time have any personal liability under this Lease. In the
event of any breach or default by Landlord of any term or provision of this Lease, Tenant agrees to look solely to
the equity or interest then-owned by Landlord in the Retail Space, and in no event shall any deficiency judgment
be sought or obtained against Landlord. It is expressly understood that the obligations of Landlord under this
Lease are solely corporate obligations, and that, except for conversion, fraud, or willful misconduct, no personal
liability will attach to, or is or shall be incurred by,the incorporators,stockholders,officers,directors,or employees,
as such, of the Landlord, or of any successor corporation, or any of them, under or by reason of the obligations,
covenants, or agreements of Landlord contained in this Lease or implied therefrom; and, except for conversion,
fraud, or willful misconduct, that any and all such personal liability, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder,
officer, director, or employee, as such, or under or by reason of the obligations, covenants or agreements
contained in this Lease or implied therefrom are expressly waived and released as a condition of, and as a
consideration for,the execution of this Lease.
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
and its rights under this Lease to an and all documents and to all advances made under such
this Lease g Y
documents. The form of such subordination shall be made as required by Landlord, its lender, ground lessor.
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 attornment.
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
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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 XI. CONTROL OF RETAIL SPACE BY LANDLORD.
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 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 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, 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.
11.3 Tenant Relocation. Landlord shall have the right,at any time upon sixty(60)days'written notice to
Tenant, to relocate Tenant into other space within the Retail Space comparable to the Premises. Upon such
relocation, such new space shall be deemed the Premises and the prior space originally demised shall in all
respects be released from the effect of this Lease. If Landlord elects to relocate Tenant as above described,
(i)the new space shall contain approximately the same as, or greater usable area than the original space,
(ii)Landlord shall improve the new space, at Landlord's sole cost, to at least the standards of the original space,
(iii)Landlord shall pay the reasonable costs of moving Tenant 's trade fixtures and furnishings from the original
space to the new space, (iv)as total compensation for all other costs, expenses, and damages which Tenant may
suffer in connection with the relocation, including but not limited to, lost profit or business interruption, no Minimum
Rent shall be due or payable for the first two(2)full calendar months of Tenant's occupancy of the new space,and
Landlord shall not be liable for any further indirect or special expenses of Tenant resulting from the relocation,
(v)Minimum Rent and all other charges hereunder shall be the same for the new space as for the original space,
notwithstanding that the new space may be larger than the original space, and (vi)all other terms of this Lease
shall apply to the new space as the Premises, except as otherwise provided in this paragraph.
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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 and Tenant may not prosecute any claim for leasehold value.
ARTICLE XIII. PROMOTION.
13.1 Promotional Fund; Merchants'Association. Intentionally Omitted.
ARTICLE XIV. GENERAL PROVISIONS.
14.1 Dela . 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.
14.2 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.
14.3 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.
14.4 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.
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14.5 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 (11)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.
14.6 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 constituting Tenant, their covenants shall be considered to be joint and several and shall apply to each and
every one of them.
14.7 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.
14.8 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
14.9 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.
14.10 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.
14.11 Quiet Enioyment. 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.
14.12 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
19 Initials:
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).
14.13 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."
14.14 Master Lease. Intentionally Omitted.
14.15 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.
14.16 TRIAL BY JURY. LANDLORD AND TENANT EACH HEREBY WAIVES ITS RIGHT TO A JURY
TRIAL OF ANY ISSUE OR CONTROVERSY ARISING UNDER THIS LEASE.
EXECUTED as of the day and year first above written.
WITNESSES: LANDLORD:
MIAMI BEACH REDEVELOPMENT AGENCY, a public
body corporate and politic
tint Narne: i ,��� Chairpe on
2A day of Cx.w L....., 2013.
A A-A A 00 ZA
4int Name:
Print Name: Secretary
day of ® c } • , 2013.
41nt Name: c4A u.
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:INCORP ORATED: -
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Initials:
TENANT:
US Vintage, Inc.,a Florida corporation
By.
Print Name: rcS 60 t
Name: 0 6 L1 6(, k1-AA A �
Print Name Title: r e
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EXHIBITS:
Exhibit"A":Legal Description
Exhibit"B":Site Plan of Retail Space and Location of Premises
Exhibit"C":Rules and Regulations
Exhibit"W:Prohibited Uses
Exhibit"E": Landlord's Signage Criteria
Exhibit"F": Unconditional Guaranty
APPROVED AS TO
FORM&LANGUAGE
&FOR CUTION
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21 Initials: ilf
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 880 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 070 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 900 00' 00", an arc distance of 39.27 feet, to a point of tangency; thence North 820 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.
i Initials:
Exhibit "B" e
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EXHIBIT"B-1"
ANCHOR.SHOPS AND GARAGE
Description of Landlord's Work
April 9, 1998
Landlord will minimally provide the following improvements, consistent with the Project Plans and
Specifications(a copy of which has been provided to Tenant):
1. Storefront and Doors
• As shown on Project Plans and Specifications.
• Interior of storefront and doors to be finished with standard color(not to be modified by Tenant).
• Entry doors to be provided with hardware(not to modified by Tenant).
• Rear service door to be provided.
(Storefront sills are excluded.)
2. Ce_ iling
• Exposed to structure except bathroom.
• Ceiling included in bathroom (2'x 2'acoustic the suspended).
3. Demising Walls(between tenant spaces)
• Metal studs at 3 E".
• Drywall with taped seams(UL Assembly U-485).
4. Exterior Walls
• Exposed, unfinished masonry or concrete.
5. floor Slab
• Concrete slab included as per Project Plans and Specifications.
6. Plumbing
• Includes one ADA compliant bathroom with:
a. Standard lavatory and water closet.
b. VCT flooring.
c. 36"1 %'dia. grab bar and 42"1 %"dia,grab bar.
d. Walls to be painted drywall.
e. Accessories(mirror, paper dispenser,soap dispenser).
Cold water domestic service(%"line).
Grease waste connection(except spaces along 16'h Street).
Condensate drainage(1 %"line).
Natural gas service(except spaces along 16'h Street).
7. Electrical
• For typical space, includes electric service as follows:
Initials:
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Food service tenant:
a. Four 3/0 CU in 2"C.
b. One 200 amp fusible disconnect switch with fuses 600 volt.
c. Four"Polaris"gutter taps(UL listed).
d. One sq. "D"NEHB 277/489 volt.,42 pole panel 225A.
e. One sq. "D"NQOD 120/208 volt. MCB 225A panel.
f. One 75 KVA transformer 480 to 120/208 volt.
g. Greenfield-1 -%"+2"with feeders to transformer.
h. Grounding conductor(transformer to CWP).
i. Nipples, lockouts,and fasteners at meter room.
Dry goods tenant:
a. Four#3/0 CU in 2"C.
b. One 100 amp fusible disconnect switch with fuses 600 volt.
c. Same as above.
d. Use 100 amp panel M.L.O.
e. Use 100 amp panel M.C.B.
f. Use 30 KVA transformer.
g. Use all 1-'/".
h. Same as"h"above.
i. Same as"i"above.
• Lighting is excluded.
• Exit signs are included.
8. Mechanical
• Bathroom exhaust as per Project Plans and Specifications.
• Air conditioning system (either split DX or package system with determination dependent upon tenant
space and as per Project Plans and Specifications)based upon one ton cooling per 300 sq.ft., based
upon the following criteria(with Trane or equivalent assumed):
a. Split DX Unit Equipment
1. Air handling units shall be fully insulated draw through type, with direct drive blower and
filter rack.
2. Air handlers shall match characteristics and capacities specified on schedules and shall
be provided with 1"throwaway filters.
3. Air cooled condensing units shall be of weatherproof construction, with galvanized steel
cabinets, hermetic compressor, internal high temperature motor overload protection, and
high efficiency design. Units shall be supplied with sufficient refrigerant charge for a
complete functional system.
4. The system shall be provided with the following:
-.Liquid line filter-dryer sight glass and solenoid valve.
-Short cycle protection circuit for compressor.
-Disconnect switch.
-Proper vibration isolation as per plans or manufacturer's recommendations.
- Proper size refrigerant piping as per manufacturer's recommendations to provide listed
total and sensible MBH.
-Condensate drains with trap as per plans.
- W thick armaflex fire retardant piping insulation on A/C condensate lines and 3/"thick
on refrigerant suction lines(paint white when exposed to sun light).
-Service valves on suction and liquid lines.
Initials:
iv
b. Rooftop Package Equipment
1. Combination heating and cooling rooftop units shall be completely factory assembled as a
unitary package consisting of electric cooling section, electrical heating section, air
handling-filtering section and complete controls section. Cabinet shall be of galvanized
weatherproof construction with floor providing backup protection to prevent water leakage.
Service access panels shall be furnished as standard to allow service and inspection of
internal components.
2. Cooling section shall be equipped with refrigerant circuits with multistage compressors
and crankcase heaters. The refrigeration system shall be factory charged, providing
stage cooling capacity. Minimum compressor protection shall include high pressure
control, low pressure control and anticycle control.
3. The electrical heating section shall be of heavy duty nickel-chromium elements with
automatic reset high limit control and unitary control processor staging. Electric heating
modules shall be UL listed.
4. Each unit shall have permanently lubricated motors with multiple blade fans. Motors shall
be equipped with overload protection and shall be mounted on removable panels for easy
access.Condenser air shall discharge vertically.
5. Provide 2"thick throwaway type alr filters.
6. Include automatic fan shutdown control installed in R/A section of units.
• Excluded is any distribution(i.e.,ductwork)
9. Fire Sprinklers
• Lines and heads as required by code,with layout as per Project Plans and Specifications. (Changes,
if any, are Tenant's obligation.)
10. Exterior Awnings
• Per Project Plans and Specifications. (Not to be modified by Tenant.)
11. Exterior Signs
• As per Signage Guidelines established by Landlord.
• Electrical junction box provided within storefront, to provide power with conduit from exterior box to
interior of Tenant space.
Landlord reserves the right to modify its Project Plans and Specifications in response to building code
requirements and/or construction conditions.
Tenant is to assume full responsibility for any/or utility Impact fees, connection fees/charges and/or deposits as
may be required in connection with Tenant's Work.
Initials:
V
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EXHIBIT"C"
RULES AND REGULATIONS
1. Securi 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$100.00 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. Food and Beverages. Only persons approved from time to time by Landlord may prepare, solicit
orders for, sell, serve, or distribute foods or beverages in the Retail Space,or use the common areas for any such
purpose. Except with Landlord's prior written consent and In accordance with arrangements approved by
Landlord, Tenant shall not permit on the Premises the use of equipment for dispensing food or beverages or for
the preparation, solicitation of orders for,sale,serving, or distribution of food or beverages.
11. 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.
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12. 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.
13. 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.
14. 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.
15. 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.
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EXHIBIT"D"
Prohibited Uses
1. In no event may the primary business at the Premises be the sale of swimwear, beach attire or
related swimwear accessories.
2. In no event may the primary business at the Premises be the sale of athletic clothing, footwear
and related accessories sold under the brand names Addidas, Nike,- Reebok, Puma, New
Balance, Creative Recreation, Visvim, Dior, Arrive Private Label, PRPS, Red Monkey, Evisu,
Nudie, Stiches, True Religion, Edun Y3, Duffer of St, George, Triko, Ryan Kenny, Royal Fith,
Great China Wall, Red Ear, .Paul Smith, Comme des Garcons, Juyna .Wantanabe, Martin
Margiela, Balenciaga, Stone Island, CP Company, Misericordia, Hamek, Permanent Vacation,
Prix Des Nations, Goyard, Mandarina Duck, Samsonite, burton, IWC, Bell & Ross, Motorola,
Nokia
3. In no event may the primary business at the Premises be the sale of custom-made or designer
jewelry and accessories.
4. In no event may the primary business at the Premises be the sale of tour and travel services.
5. In no event may the primary business at the Premises engage in the sale of food, alcoholic and
non-alcoholic beverage items.
viii Initials:
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EXHIBIT"E"
Landlord's Signage Criteria
ix Initials:
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Exhibit "E"
TAE
AT SOUTH B E A C H �C "
TENANT SM STANDARDS
April 10,1997
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• ANUOP SPOPS
AT SOUTH eaACtt
TINAUT SON STANDABS: ;
These toncnt rigs!standards have been atablirbad for the purpm of achlodng a conslsttat level of quality and
appcaraaoo for the project while Rllowinj each tenant aaadvity within Ow limits of their IMMOId.844"be
Imud only on the spaces and on tU surAccs ape4al1y prodded for rams on tho building clevidons.Yo other
signago is potmitted on the axTarlor of the pranolsos•
Tba dosIgn and cotsrtrvction c f the conant alp,gust be submitted to the Owza for written approval prior to
febrtcuioq and IWtallation.9lgm shall conform to all roquirsmenu of du Building,Meetdcal and Zoning Codes
'of tbo City of Mtaml 8aach.
Owner approval shall be based op eotformity to the sign aiteria below,and harmony of the proposed rlgo wlib rho
design of the project.
SUBplISSIO1iS: -
Tenant eW mbmlc the fallowing to obtain landlord approval
rmvido ftvc(9)copies of the deWled sign drawing showing proposcd fabri adtm and method of
l uWbdoa,proposed Mumiration,"proposed Colon and fi ta.
Show stated sic font dmwlnS TO&Sng the ptopoatd alga dadpt surd ill dlroamIoas
at a minianum earls of lrl"w P-W
Shoat moron through sign to iUtt nm constrwHan Tnethpds,matnlnatlont tied
atr�dsmOnL
Ail drawings matioed"Disapproved"of"Approved"as NOterl:Iball bo nWbmttrad with the trgttW c=Wtloor.
•moat and its sine-eontractar will not ba pa:mMed to commence roar IWOn of the§9UcW elgtt unites a stamped
• ,set of final shit drawings tciiecdas OwMeA approval ale on flit in the Ownu's ninon,end the Dwau ar Us sgoat
her been,notiflod 48 hours prior co sign Inatoliadon..
'Cho tenant shall pay for all s*m.didr instoMigan,Including cegobed 1192'ieal crottuecdonh If aqy,turd tIl other
labor;ataterfalt,and Art=milntarur m
(ONSTQUCTION STANDAM:
The niAn Itself.or any bracket.post:or other substructure arc subjatn to Inspecdon by the Ownsr'a mnut tmtiv.
upon complahon.Conditions wbidt aft found to be oubstandatd.unsafe or in noncomplience will require Immadl-
atc correction,or the aigtu and comsponding struccurau mAy be removed at the tenant's oxpeaw.
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TIKAHT SIGN STANDADDS:.
C 1HUs Avenue Frardage
Ono ISA I IN as clocWal clmult has been providod to scab bay oN46fron6 centered in tha recessed ptncau
Panel arch.
Unapt signs may not oxceed an am of 41-0"z 10'•0",eenutrW la each stnietural bqy spudiul occupied.
An uray of throe tubular aluu4num moundnr tails is provided at each rwetural boy for moundat of tenant
mire signs. Tenants si is shall be individual le=n,symbols,or dacaradvi slomuu which mount dimotly
to the mounting rails provided
individual lettas,symbols,or decomtiva logo elemenu may be illuminated with neon.Batt Gt fluorescent box
slgns are notjxrmluzd.
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->�AT JOUTN 69ACH �
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Col11rut Arc./16th Street Corner Arcade
Rectangular aluminum sign mounting rails are prevlded in each bay b/'1tbo smdo stem font to provide
auMott and exmod elcctrteal•power for tenant signsle.
renant slips shall ba individual letter,symbol,or decorative dwmts,111umlaaW If desired,secured to
the aluminum moundng calls and connacted to electrical power ouppllod through than.
Tonnnt situ shall tkbt exceed aA area of 4'-0"x•10'-0;centered in tim bay opening,u Chown In the diagram. __...
One 1$A 110v ae elect ical circuit has 8110 been provided in e?cb bay of mmfroat to Illuminate tenant alpaca
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Exhibit T"
UNCONDITIONAL GUARANTY
THIS UNCONDITIONAL GUARANTY (the "Guaranty") is made as of this day
of , 2013, by Joshua Glickman, individually, Shaul Ashkenazy, individually, and Ezra
Saig (the "Guarantors"), in favor of MIAMI BEACH REDEVELOPMENT AGENCY, a public body
corporate and politic (the "Landlord"), and is executed pursuant to that certain Anchor Shops at
South Beach Retail Lease, dated September 11, 2013 (the "Lease Agreement"), between
Landlord and US Vintage, Inc., a Florida corporation (the "Tenant"). The Lease Agreement is
with respect to those certain Premises, as defined in the Lease Agreement, located in Anchor
Shops at South Beach, having a physical address of 1560 Collins Avenue, Suite 3-4, Miami
Beach, FL 33139 (the "Retail Space"). All terms used in the Lease Agreement and defined
therein shall have the same meaning when used herein.
FOR VALUE RECEIVED, the receipt whereof is hereby acknowledged, in
consideration of, and as an inducement to Landlord's entering into the Lease Agreement with
Tenant, the undersigned Guarantors, in consideration of the benefits to flow to the Tenant and
to the undersigned as stockholder, officer, and/or director of said Tenant, do hereby irrevocably
and unconditionally guarantee to Landlord the full and faithful performance of all of the
obligations, duties and liabilities of the Tenant under that certain Lease Agreement for the Retail
Space, for the duration of the Lease Agreement, including any Renewal Options ("Guaranty
Term").
This Guaranty is a guarantee of payment and not of collectibility, is not in any way
conditional or contingent and constitutes a valid obligation of Guarantors, and shall not be
terminated, affected or impaired by reason of the assertion by Landlord against Tenant of any of
the rights and remedies reserved to Landlord pursuant to the provisions of the Lease
Agreement. The validity of this Guaranty shall not be terminated, affected or impaired by
reason of any action which Landlord may take or fail to take against Tenant or by reason of any
waiver of or failure to enforce any of the rights or remedies reserved to Landlord in the Lease
Agreement or for any other cause or circumstance whatsoever, including but not limited to any
subletting of the Retail Space, assignment of the Lease Agreement or waiver of any breach by
the Tenant.
This liability of Guarantors hereunder shall be primary and independent of the
obligations of Tenant, and Landlord may proceed against Guarantors without commencing any
action against Tenant. Landlord shall not be required to make any demand upon or pursue and
exhaust any of its rights or remedies against Tenant, before, simultaneously with, or after
enforcing its rights or remedies against Guarantors under this Guaranty; and Guarantors agree
that Landlord may enforce any or all of its remedies hereunder at such time or times or in such
manner as it shall deem appropriate.
This Guaranty shall remain and continue in full force and effect during the Guaranty
Term, notwithstanding any modification, amendment, renewal or extension of the Lease
Agreement or any provision thereof and notwithstanding any assignment of interest therein.
The Guarantors consent to all of the terms and provisions of the Lease Agreement, as
the same may be from time to time hereafter amended, and expressly waive (i) any and all
notices of proof of non-payment, non-performance or non-observance by Tenant of any
Or
Anchor Shops at South Beach
US Vintage
Unconditional Guaranty
Page 2 of 3
covenant or provision of the Lease Agreement, (ii) any and all demands, notices, rights or
remedies of any kind which may be required to be given or which may inure to the benefit or a
Guarantors under applicable law, and (iii) any and all notices of default or events of default
hereunder or under the Lease Agreement.
Landlord and Guarantors agree that in any action or proceeding brought by either
Landlord or Guarantors against the other on any matters whatsoever arising out of, under, or by
virtue of this Guaranty ("Legal Proceeding"), Landlord and Guarantors shall and do hereby
waive trial by jury. In addition, the venue, in connection with any such Legal Proceeding, shall
be in Miami-Dade County, Florida. Should it become necessary to enforce the terms and
conditions of this Guaranty, the prevailing party shall be entitled to collect court costs and
attorney's fees in connection with said prosecution, including any appeals resulting from said
Legal Proceeding.
Following the expiration of the Guaranty Term, upon written request by Tenant, the
original of this Guaranty shall be marked as "cancelled" and returned to Guarantors. This
Guaranty shall inure to the benefit of Landlord, its heirs, executors, successors and assigns and
shall bind the heirs, executors, successors and assigns of Guarantors.
EXECUTED as of the day and year first above written, to be effective as of the date of
the Lease Agreement.
GUARANTORS:
By: shu I kman
15 0 Coln Avenue, Suite 3-4
Miami Beach, FL 33139
STATE OF FLORIDA )
)ss:
MIAMI-DADE COUNTY )
The for going instrument was acknowledged before me this day of
2013. by �� G� They are
personally known to me -dr-ivet-'sAcenses-as identification.
IMy A M.COOK
tary Public, State of Florida
MMISSION#EE17093 7 ES:February 19.2016 / �` C o�a .NMary oiswunl Auoc, t Nam e 1-BOa3•N
My commission expires:
r
Anchor Shops at South Beach
US Vintage
Unconditional Guaranty
Page 3 of 3
By: Shaul A azy
1560 Collins venue, Suite 3-4
Miami Beach, FL 33139
STATE OF FLORIDA )
)ss:
MIAMI-DADE COUNTY )
The foregoing 'nstrume t a acknowledged before me this day of
2013. by ( They are personally known to me G --
prod-aee iver's-licenses as identification.
Notary Public, Srtat6 of Florida
RITA M.COOK 7� `/f'J
MY COMMISSION#EE17 t Name: ��/ 11 �
1�0 EXPIRES:February 19,2016
My commission expires: OFa Fl Notary Discount Assoc.Co.
wwx3-NOTARY
By: a Saig
0 Collins Avenue, Suite 3-4
Miami Beach, FL 33139
STATE OF FLORIDA )
)ss:
MIAMI-DADE COUNTY )
The foregoing instrument was acknowledged before me this day of ,
2013. by - _ They are personally known to me 49f--
' s as identification.
Notary Public, State of Florida
Print Name: 7 2�
RITA M. COOK
"COMMISSION#EE170937
orar EXPIRES:Feb a 19,2016
My commission expires: 14M3.NOTARY R Notary DteomfltA,aoo,co,