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644-2019 RDA RESOLUTION NO.. 644-2019 A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY (RDA) ACCEPTING THE RECOMMENDATION OF THE CITY'S FINANCE AND CITYWIDE PROJECTS COMMITTEE, AND APPROVING, IN SUBSTANTIAL FORM, A NEW LEASE AGREEMENT BETWEEN THE RDA (LANDLORD) AND CRUISE & TOURS CENTER, LLC D/B/A ADMIRAL CRUISE & TRANSPORTATION (TENANT), FOR APPROXIMATELY 721 SQUARE FEET OF RETAIL SPACE, LOCATED AT 100 16TH STREET, UNIT 5, MIAMI BEACH, FLORIDA (PREMISES), FOR A TERM OF FIVE (5) YEARS; AND FURTHER AUTHORIZING THE CHAIRMAN AND SECRETARY TO EXECUTE THE FINAL LEASE AGREEMENT. WHEREAS, pursuant to a professional service agreement with the City, CBRE, Inc. provided real estate brokerage services for the City and served as the listing agent for the City owned ground floor retail property located at 100 16th Street, Suite 5, Miami Beach, Florida (Premises), which is part of a retail and garage project commonly known as the "Anchor Shops"; and WHEREAS, CBRE has identified Cruise & Tours Center, LLC d/b/a Admiral Cruise & Transportation (Tenant) as a prospective tenant for the Premises; and WHEREAS, subsequent to negotiations, Tenant executed a Letter of Intent containing the basic terms and conditions contained below: Premises: 100 16th Street, Suite 5, Miami Beach, Florida 33139; Size: Approximately 721 rentable square feet; Term: Five (5) years; Renewal Options: None; Rent Commencement: The Rent Commencement Date shall be sixty(60)days following lease execution or the date any portion of the Premises opens for business, whichever occurs sooner. Additionally, following the Rent Commencement Date, Base Rent (excluding operating expenses)for the next thirty(30) days shall be abated; Base Rental Rate: $75.00 per rentable square foot, plus applicable sales tax; $54,449.26 per year; $4,506.25 per month; Annual Rent Increases: The base rental rate shall be increased by three percent (3%) annually; Lease Basis: Triple Net — In addition to the base rental rate, Tenant shall pay its proportionate share of the costs of real estate taxes, insurance, and maintenance expenses (currently estimated at$10.00 PSF; $7,210.00 per year; $600.83 per month); Payment at Lease Execution: Three month's rent (comprised of first month's rent and two month's security deposit) in the total amount of$16,347.78; Utilities: Tenant shall be responsible for the cost of its utilities and trash removal; Construction Allowance: Tenant shall accept the Premises in"as-is"condition and shall perform any necessary work at its sole cost and expense; Use: Travel agency; Personal Guaranties: The company's two owners, Oleksandr Grygoriv and leva Baliukeviciene, jointly and severally, shall personally guarantee to the Landlord the full and faithful performance of all the obligations, duties, and liabilities of Tenant under the lease; and WHEREAS, the Letter of Intent was submitted at the July 31, 2019 Finance and Citywide Projects Committee (FCWPC) meeting and the FCWPC recommended in favor of approving a new lease with Cruise & Tours Center, LLC d/b/a Admiral Cruise & Transportation based upon the terms and conditions contained therein; and WHEREAS, since CBRE is the sole broker involved in this lease transaction, the City will only be obligated to pay a commission fee equal to four percent(4%), instead of six percent(6%) (if Tenant was represented by a broker) of the gross aggregate base rent over the five years of the lease; therefore, based on gross aggregate base rent of $287,091.52, CBRE will be due commission of$11,483.66; and WHEREAS, the Administration recommends in favor of accepting the recommendation of the FCWPC and the approval, in substantial form, of the proposed new lease agreement, incorporated herein by reference and attached to this Resolution as Composite Exhibit "1," due to: 1) the competitive rental rate and favorable lease terms, 2) Tenant's acceptance of the Premises in"as-is"condition and 3)the reduced brokerage commission based only on one broker. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY, that the Chairperson and Members of the Miami Beach Redevelopment Agency hereby accept the recommendation of the City's Finance and Citywide Projects Committee and approve, in substantial form, a new Lease Agreement between the RDA(Landlord)and Cruise &Tours Center, LLC d/b/a Admiral Cruise & Transportation (Tenant), for approximately 721 square feet of retail space, located at 100 16th Street, Unit 5, Miami Beach, Florida (Premises)for a term of five (5) years; and further authorize the Chairperson and Secretary to execute the final Lease Agreement. PASSED and ADOPTED this ff day of --g- m,6( 2019. Al Dan Gelber, Chairperson ATTEST: i, � . y %qui `iIPJLQ 0 i Rafa I E. anado, Secretary APPROVED AS TO FORM & LANGUAGE (INE. 0RP •�?ORATED FOR TX , U ON r 0 v.-- 0 IC 7 ,,.21:0, , �11, _ ry r�H ;� City Attorney i 4Date _______ Redevelopment Agency - RDA 1. MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Jimmy L. Morales, City Manager DATE: September 11, 2019 10:00 a.m. SUBJECT:A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY (RDA) ACCEPTING THE RECOMMENDATION OF THE CITY'S FINANCE AND CITYWIDE PROJECTS COMMITTEE, AND APPROVING, IN SUBSTANTIAL FORM, A NEW LEASE AGREEMENT BETWEEN THE RDA (LANDLORD) AND CRUISE & TOURS CENTER, LLC D/B/A ADMIRAL CRUISE & TRANSPORTATION (TENANT), FOR APPROXIMATELY 721 SQUARE FEET OF RETAIL SPACE, LOCATED AT 100 15TH STREET, UNIT 5, MIAMI BEACH, FLORIDA (PREMISES), FOR A TERM OF FIVE (5) YEARS; AND FURTHER AUTHORIZING THE CHAIRMAN AND SECRETARY TO EXECUTE THE FINAL LEASE AGREEMENT. RECOMMENDATION The Administration recommends that the Chairperson and Members of the Miami Beach Redevelopment Agency accept the recommendation of the Finance and Citywide Projects Committee and approve a new lease between the Miami Beach Redevelopment Agency and Cruise & Tours Center, LLC d/b/a Admiral Cruise & Transportation, for approximately 721 square feet of retail space, located at 100 16th Street, Unit 5, Miami Beach, Florida. HISTORY The Miami Beach Redevelopment Agency (RDA) and Mr. R Sports, Inc. were parties to a lease agreement for 100 16th Street, Suite 5, dated April 2, 2015. The lease term was for a period of approximately three and a half years and expired on October 1, 2018. The retail space has been vacant since that time. Pursuant to a professional service agreement with the City, CBRE, Inc. provides real estate brokerage services for the Anchor Shops retail component and serves as the listing agent for the property. CBRE has identified Cruise & Tours Center, LLC d/b/a Admiral Cruise & Transportation(Tenant)as a prospective tenant for the premises. Admiral Cruises is a Miami Beach-based travel company specializing in cruises, tours, transportation, and related services from Miami to the Bahamas. The company's office is currently located at 227 1st Street and the owners desire to relocate to the Anchor Shops. Page 2164 of 2228 The tenants financial statements, including profit & loss statements, balance sheets, and bank account statements, are attached as Exhibit A (Financial Statements). Subsequent to negotiations, tenant executed a letter of intent, attached as Exhibit B (Letter of Intent), containing the basic terms and conditions enumerated below. Landlord: Miami Beach Redevelopment Agency(RDA) Tenant: Cruise &Tours Center, LLC d/b/a Admiral Cruise &Transportation Personal Guaranties: The company's two owners, Oleksandr Grygoriv and leva Baliukeviciene, jointly and severally, shall personally guarantee to the Landlord the full and faithful performance of all the obligations, duties, and liabilities of Tenant under the lease Premises: 100 16th Street, Suite 5, Miami Beach, Florida 33139 Size: Approximately 721 rentable square feet Term: Five(5)years Renewal Options: None Rent Commencement: The Rent Commencement Date shall be sixty (60) days following lease execution or upon completion of construction, whichever occurs sooner. Additionally, following the Rent Commencement Date, Base Rent (excluding operating expenses) for the next thirty(30)days shall be abated. Base Rental Rate: $75.00 per rentable square foot, plus applicable sales tax Annual Rent Increases: The base rental rate shall be increased by three percent (3%) annually. Lease Basis: Triple Net— In addition to the base rental rate, Tenant shall pay its proportionate share of the costs of ,real estate taxes, insurance, and maintenance expenses (currently estimated at$10.00 PSF). Payment at Lease Execution: Three month's rent(comprised of first month's rent and two month's security deposit)in the total amount of$16,347.78. Utilities: Tenant shall be responsible for the cost of its utilities and trash removal. Construction Allowance: Tenant shall accept the Premises in "as-is" condition and shall perform any necessary work at its sole cost and expense. Signage: Tenant shall have the ability to install exterior signage above its space, subject to the approval of Landlord in its proprietary and regulatory capacities. Use: Travel agency Page 2165 of 2228 Agency Disclosure: CB RE, Inc. represents the Landlord in this transaction and shall be paid a commission from the Landlord in the event a lease is mutually executed and delivered. Conditions: The terms and conditions of the Letter of Intent are subject to approval by the Miami Beach Redevelopment Agency. The Letter of Intent is non-binding upon either party, and may be modified or withdrawn by the Landlord,without notice, at any time. Only a fully executed and delivered lease agreement, which shall be negotiated in good faith by both parties, shall serve as a binding agreement in this regard. ANALYSIS Under the previous lease for this space, the tenant was paying a base rental rate of$68.96 per square foot during the final lease year, plus operating expenses. The lease was subject to three percent annual increases during its 42-month term. The proposed lease provides for a base rental rate of $75.00 per square foot, with three percent (3%) annual increases. The proposed lease is on a triple net basis with estimated operating expenses of$10.00 per square foot. The proposed rent structure is contained in the following chart: Square Feet 721 Base Rent 575 Increases: 3% PSF Monthly Annual Total PSF Monthly Annual Operating Operating Operating Base Rent Year Base Rent Base Rent Base Rent Expenses Expenses Expenses 8 OEX 1 575.00 54.506.25 554.075.00 S10.00 5600.83 57.210.00 561.285.00 2 577.25 54.641.44 555,697.25 510.00 5600.83 57.210.00 562.907.25 3 579.57 ' 54.780.68 557.368.17 510.00 5600.83 57.210.00 564,578.17 4 581.95 54,924.10 559.089.21 510.00 5600.83 57.210.00 566.299.21 5 584.41 55.071.82 560.861.89 S10.00 5600.83 57.210.00 568.071.89 $287,092 $36,050 $323,142 • A current rent detail for the existing five retail/restaurant tenants at the Anchor Shops is contained in the chart below. Page 2166 of 2228 Tenant Suite Sq.Ft. Rent OEX Total Liquor Lounge 1 _2250 Monthly $ 10.908.54 S 1.49625 S 12.404.79 Annually $ 130.902.48 517.955.00 $ 148.857.48 PSF S 58.18 5 7.98 S 66.16 Vacant 2 2.697 Monthly Annually PSF US Vintage 3 4.236 Monthly 5 25.824.80 5 3.109.93 5 28.934.73 Annually S 309.897.60 5 37.319.16 S 347.216.76 PSF S 73.16 S 8 81 S 81.97 Mr. R Sports 4 2.884 Monthly $ 8.636.91 $ 1.917.86 $ 10.554.77 Annually S 103.642.92 $23.014.32 $ 126.657.24 PSF S 35.94 S 7.98 $ 43.92 Vacant 5 721 Monthly Annually PSF Art Connection 6 721 Monthly S 4.070.60 S 529.34 5 .4.599.94 Annually S 48.847.20 5 6.352.08 5 55.199.28 PSF S 67.75 S 8.81 $ 76.56 Cubiche 7 7.130 Monthly $ 35.299.68 5 5.234.51 $ 40.534.19 Annually S 423,596.16 562.814.12 5 486.410.28 PSF S 59.41 S 8.81 S 68.22 Leasing Brokerage Commission CBRE shall be paid a leasing commission pursuant to the Professional Services Agreement dated October 24, 2017 between the City and CBRE, Inc. for real estate brokerage services, as authorized by City Commission Resolution No. 20417-29988. Per the Professional . Services Agreement, the City will be obligated to pay a commission fee equal to four percent of the gross aggregate base rent over the five years of the lease, as contained in the following chart._ Commission Calculation Aggregate Base Rent Rate Commission S287.091.52 4.00% $11,483.66 Finance and Citywide Projects Committee This item was submitted at the July 31, 2019 Finance and Citywide Projects Committee (FCWPC) meeting. The FCWPC recommended in favor of approving a new lease with Cruise & Tours Center, LLC d/b/a Admiral Cruise & Transportation containing the terms and conditions contained above. CONCLUSION The Administration recommends in favor of accepting the recommendation of the FCWPC and Page 2167 of 2228 approving a new lease agreement with Cruise & Tours Center, LLC d/b/a Admiral Cruise & Transportation due to: 1) competitive rental rate and favorable lease terms, 2) tenant's acceptance of the premises in "as-is" condition and 3) reduced brokerage commission based only on one broker. The Administration seeks direction from the Finance and Citywide Projects Committee. Legislative Tracking Economic Development ATTACHMENTS: Description o Exhibit A- Financial Statements D Exhibit B - Letter of Intent D Resolution and Draft Agreement • Page 2168 of 2228 3:20 PM - CRUISE &TOURS CENTER LLC 07/19/19 Balance Sheet Accrual Basis As D+July 19,2019 Jul 19,19 ASSETS Current Assets Checking/Savings Chase 389668721 69,276.28 Total Checking/Savings 69,276.28 Other Current Assets Loan to Partners 354,480.33 Total Other Current Assets 354,480.33 Total Current Assets 423,756.61 Fixed Assets Accumulated Depreciation -485.00 Furniture and Equipment 524.30 Total Fixed Assets 39.30 Other Assets Rent Deposit 6,000.00 Total Other Assets 6,000.00 TOTAL ASSETS 429,795.91 LIABILITIES 8 EQUITY Liabilities Current Liabilities Other Current Liabilities Loan from partners 204,608.24 Total Other Current Liabilities 204,608.24 Total Current Liabilities 204,608.24 Total Liabilities 204,608.24 Equity • Member 1 Equity -62,124.07 Member 2 Equity -173.74 Retained Earnings 93,389.99 Net Income 194,095.49 Total Equity 225,187.67 TOTAL LIABILITIES&EQUITY 429,795.91 • Page 1 Page 2169 of 2228 3:20 PM CRUISE & TOURS CENTER LLC • 07119/19 Profit & Loss Accrual Basis January 1 through July 19, 2019 Jan 1 -Jul 19,19 Ordinary Income/Expense income Services 504,264.41 Total Income 504,264.41 Cost of Goods Sold Contracted Labor 32,462.43 Cost of Goods Sold 8,778.00 Merchant Fees 80,468.73 Service Rendered • 68,047.88 Total COGS 189,757.04 Gross Profit 314,507.37 Expense Automobile Expense 882.37 Bank Service Charges 209.25 Computer and Internet Expenses 484.54 Insurance Expense 14,565.03 License and Permits 0.00 Meals and Entertainment 241.86 • Office Supplies 2,543.61 Parking and Tolls 6,772.06 Repairs and Maintenance 4,295.86 Supplies 83,881.29 Telephone Expense 406.59 Travel Expense 5,808.27 Utilities 321.13 Total Expense 120,411.88 Net Ordinary Income 194,095.49 Net Income 194,095.49 Page 1 Page 2170 of 2228 3:22 PM CRUISE &TOURS CENTER LLC 07119/19 Balance Sheet Accrual Basis As of December 31,2018 Dec 31,18 Dec 31,17 ASSETS Current Assets Checking/Savings Wells Fargo*8558557396 6,962.37 40,979.14 Wells Fargo Savings*2402434365 10,550.83 38,537.45 Total Checking/Savings 17,513.20 79,516.59 Other Current Assets Loan to Partners 8,413.30 8,413.30 Total Other Current Assets 8,413.30 8,413.30 Total Current Assets 25,926.50 87,929.89 Fixed Assets Accumulated Depreciation -485.00 -439.00 Furniture and Equipment 524.30 524.30 Total Fixed Assets 39.30 85.30 Other Assets Rent Deposit 6,000.00 6,000.00 Total Other Assets 6,000.00 6,000.00 TOTAL ASSETS 31,965.80 94,015.19 LIABILITIES&EQUITY Liabilities Current Liabilities Credit Cards Credit Card Both*4799 0.00 873.62 Total Credit Cards 0.00 873.62 • Other Current Liabilities Loan from partners 873.62 0.00 Total Other Current Liabilities 873.62 0.00 Total Currant Liabilities 873.62 873.62 Total Liabilities 873.62 873.62 Equity Member 1 Equity -62,124.07 -44,838.07 Member 2 Equity -173.74 0.00 Retained Earnings 137,979.64 116,247.31 Net Income -44,589.65 21,732.33 Total Equity 31,092.18 93,141.57 TOTAL LIABILITIES&EQUITY 31,965.80 94,015.19 Page 1 Page 2171 of 2228 3:22 PM CRUISE & TOURS CENTER LLC 07/19/19 Profit & Loss Accrual Basis January through December 2018 • Jan-Dec 18 Jan-Dec 17 Ordinary Income/Expense Income Merchant card 3rd Party ' 441,958.56 311,700.68 Return and Allowance -1,716.00 -6,192.00 Services 1,325,280.42 1,144,801.06 Total Income 1,765,522.98 1,450,309.74 Cost of Goods Sold Contracted Labor 204,133.84 171,347.06 Merchant Fees 19,529.39 18,103.55 Service Rendered 30,318.06 24,480.45 Tours,Cruises&Tickets 1,408,056.61 1,068,635.64 Total COGS 1,662,037.90 1,282,566.70 Gross Profit 103,485,08 167,743.04 Expense • Accounting Services 1,500.00 1,445.00 Advertising and Promotion 527.00 0.00 Automobile Expense 2,330.47 8,457.38 Bank Service Charges 1,001.01 1,084.67 Computer and Internet Expenses 1,213.12 899.98 Depreciation Expense 46.00 46.00 Donation 1,000.00 0.00 Insurance Expense 54,430.83 49,967.40 Leasing 27,732.88 23,367.26 License and Permits 3,702.00 4,322.45 Meals and Entertainment 0.00 269.59 Office Supplies 301.28 320.76 Parking and Tolls 16,031.16 15,396.85 Penalty 165.90 0.00 Professional Fees 0.00 20.00 Rent Expense 36,450.00 37,070.00 Supplies 257.43 1,908.00 Telephone Expense '50.00 0.00 Utilities 1,375.17 1,469.68 Total Expense 148,114.25 146,045.02 Net Ordinary income -44,629.17 21,698.02 Other Income/Expense Other Income Interest Income 39.52 34.31 Total Other Income 39.52 34.31 Net Other Income 39.52 34.31 Net Income -44,589.65 21,732.33 Page 1 Page 2172 of 2228 CHASE 0 June 01,2019through June 28,2019 JPMorgan Chase Bank,N.A. P.0 Box 182051 Primary Account:000000389668721 Columbus,OH 43218-2051 CUSTOMER SERVICE INFORMATION Web site: www.Chase.com Service Center: 1-877-425-8100 00188814 DRE 021 21018019 NNNNNNNNNNN 1 000000000 64 0000 Deaf and Hard of Hearing: 1-800-242-7383 CRUISE&TOURS CENTER, LLC Para Espanol: 1-888-622-4273 DBA ADMIRAL CRUISE&TRANSPORTATION International Calls: 1-713-262-1679 227 1ST STREET SUITTE 3 MIAMI BEACH FL 33139-7331 a " 4-74- ASSETS ``yamASSETS Checking&Savings ACCOUNT BEGINNING BALANCE ENDING BALANCE THIS PERIOD THIS PERIOD Chase Platinum Business Checking 000000389668721 $9,558.58 $69,276.28 Chase Business Premier Savings 000003779770057 10.04 10.04 Total $9,568.62 $69,286.32 TOTAL ASSETS $9,568.62 $69,286.32 CRUISE&TOURS CENTER, LLC Account Number: 000000389668721 DBA ADMIRAL CRUISE&TRANSPORTATION CHECKING SUMMARY INSTANCES AMOUNT Beginning Balance $9,558.58 Deposits and Additions 61 295,483.42 Checks Paid 28 -14,448.15 ATM&Debit Card Withdrawals 8 -709.02 Electronic Withdrawals 31 -212,075.32 Other Withdrawals 2 -8,515.50 Fees 1 -17.73 Ending Balance 131 $69,276.28 Your account ending in 0057 is linked to this account for overdraft protection. Page 2173 of 2228 Page 1 of 8 COMMERCIAL REAL ESTATE SERVICES M[aosaltWord-Bahamas 4Funla-10016051-7.19.19(002) CBRE The Diaz Team 777 Brickell Avenue Paco Diaz Patxi Diaz Suite 1100 • Senior Vice President Senior Associate Miami, FL 33131 Danny Diaz Jonah Twist 305 374 1000 Tel Vice President Associate paco.diaz@cbre.com danny.diaz@cbre.com CBRE,Inc. patxl.dfaz@cbre.com Brokerage Services jonah.twist@cbre.com Retail www.cbre.com July 19, 2019 Kristyn Jones Bahamas 4 Fun 227 1St Street. Suite#3 Miami Beach, FL 33139 RE: Cruise&Tours Center, LLC d/b/a Admiral Cruise&Transportation ©100 16th St, Miami Beach, County of Miami-Dade, State of Florida Dear Ms. Jones: I wish to take this opportunity to convey the interest of The City of Miami Beach (Landlord), in leasing space in the above Project to Oleksandr Grygoriv&lava Baliukeviciene(Co-tenants). This letter summarizes our recent discussions to lease the above property; it is not intended to be • contractual in nature, but only expresses the basis upon which we wish to continue discussions. • This letter is intended to outline initial terms for consideration only and is no manner intended to obligate • any party contractually and no such obligation shall arise unless/until a mutually satisfactory lease • agreement is fully executed by, and delivered to,all parties. Subject to final approval of the Landlord and execution of a mutually agreed upon Lease, I believe the Landlord would be willing to continue discussions under the following terms and conditions: 1) Landlord: City of Miami Beach 2) Tenant: Entity name:Cruise&Tours Center,LLC D.B.A. Admiral Cruise& Transportation 3) Premises: ±721 square foot Premises located at 100 16th St, in the City of Miami Beach, State of Florida. 4) Lease Term: The term of this Lease shall be for a period of five(5)years. 5) Commencement The Lease Commencement and Tender date will be date Landlord delivers the " Dates: Premises to Tenant with Landlord's works substantially complete, if applicable. The Rent Commencement Date will be; 1)the earlier of sixty(60)days from Tender Date; or 2)the date any portion of the Premises opens for business. 6) Options: N/A u Page 2174 of 2228 07119(2019 i A6aosolt wad-Bahamas 4 Fun LOi•10016th St-7.19.10(002) 7) Minimum Rent Initial Term Schedule: Year(s) Annual Rent/SF Annual Rent 1 $75.00 $54,075.00 Rent to increase 3%per year during the Lease Term. Option Term Year(s) Annual Rent/SF Annual Rent N/A N/A N/A 8) Sales Tax: Tenant shall pay the applicable sales tax(currently at 6.7% in Dade County). 9) Prepaid Rent: Tenant shall be required to pay the first month's gross rent in the amount of $5,449.26,which shall be due upon lease execution. 10) Security Deposit: The amount of$10,898.52(subject to Landlord's review of Tenant's financials and credit report)shall be due on execution of the Lease documents, in addition to first month's rent. 11) NNN: Tenant shall pay its pro rata share of Real Property Taxes, Property Insurance and Common Area Maintenance for the Project. Tenant's pro rata share shall be determined based upon the ratio of Tenant's floor area to the total floor area of alt the retail space in Landlord's Parcel(to be further clarified in the Lease). Current estimate for NNN Costs are$10.00 per square foot. 12) Utilities: Tenant shall pay for all utilities within the Premises. 13) Delivery Conditions: Tenant shall accept the Premises in"As-ls" condition with no Landlord Work. 14) Tenant improvement N/A Allowance: During month 2 of the Lease Term("Abatement Period"), Tenant shall be Rental Abatement: permitted to pay none of the monthly Minimum Base Rent of$4,506.25 that otherwise would be due. Tenant shall be required to pay all Additional Rent and 15) Sales Tax during this Abatement Period. To be future defined in the lease. • 16) Tenant's Work: All work performed by Tenant to build out their Premises is at Tenant's cost and expense. Tenants work is subject to Landlord's review and approval of Tenants plan and specifications,which shall be drawn by a licensed architect if a building permit is required. All of Tenants works shall be performed by licensed • contractors and in accordance with all applicable codes. 17) Maintenance& Landlord shall be responsible for all repairs to the foundations and for all Repair: structural components of the Project. Tenant's obligation for repairs, replacements and maintenance shall include, but not be limited to, its equipment; fixtures;improvements; floor covering; the exterior and interior portions of all doors, door locks, security gates, and windows; plumbing and sewage facilities not Landlord's obligation; walls;ceilings; and all plate glass; all electrical systems and equipment; plumbing, mechanical equipment; heating, ventilating and air- conditioning machinery. Additionally,Tenant shall maintain and keep in good repair, all heating and air-conditioning equipment. Tenant further agrees to regularly service said machinery and change the filters in the air-conditioning system in the Premises through a monthly filter and equipment service contract. 2 Page 2175 of 2228 moon 2 AUCroso11 Wad•Bahamas 4 Fun l01-10316th St-7.19.19(002) 18) Assignment& Tenant shall not assign the lease or sublet the Premises without the prior written Subletting: consent of Landlord, which consent may be withheld at the sole and absolute discretion of the Landlord. 19) Permitted Use: Tenant shall use the Leased Premises solely for the purpose of the Cruise& Tours Center, LLC d/b/a Admiral Cruise&Transportation as a Travel Agency. 20) Exclusive Use: N/A 21) Percentage Rent: N/A 22) Sales Reporting: N/A 23) Operations: Tenant agrees that on Rent Commencement Date, it will open and continuously operate the entire Premises to the public, fully fixtured, staffed and stocked. 24) Tenant's Signage: Per Shopping Center's Sign Criteria and approval of all necessary Governmental agencies. 25) Tenant Financials: This proposal is subject to Landlords review and approval of Tenant's financial statements. • Guarantor(slr: 26) Personal guaranty by all owners and spouses. 27) Expiration: This offer expires on July 19,2019 at 5:00 pm EST. Should the Tenant accept • • this offer, then Landlord shall prepare a lease document incorporating the provisions herein and other such provisions acceptable to both parties. 28) Brokers: Danny Diaz, Patxi Diaz and Jonah Twist with CSRE, INC. represents the Landlord in this transaction. Landlord shall pay a commission in accordance with the Listing Agreement, 29) Lease Form: Landlords Lease form. _ I • • • 3 Page 2176 of 2228 07/192019 3 • Microsoft Word-Bahamas 4 Pun LOI-10016th St-1.19.19(004 The provisions of this letter are for discussion purposes only. This letter is not a contract or a promise to perform,and the parties acknowledge that they have not set forth the essential terms of an agreed-upon transaction. The parties hereto shall not be bound by the terms of this letter, and no liabilities or obligations shall arise pursuant hereto, and no party has the right to detrimentally rely on the statements set forth herein or on the verbal and written negotiation conducted herewith, it being intended that only a subsequent formal agreement, which specifically states its binding intent, if duly executed by both parties, will bind the parties on any matter described herein. Furthermore, prior to entering into a formal agreement, appropriate governmental regulatory, corporate and senior management approvals must first be obtained by all parties hereto, including but not limited to approvals of legal counsel. Tenant agrees that during the negotiation of this transaction,Tenant will negotiate in good faith and will not engage in negotiations with other Landlord's for other Premises. Should this proposal be acceptable to Tenant, please execute where indicated below and return the fully executed copy to me. Please feel free to contact me if you have any questions or comments. Sincerely, • • Danny Diaz Vice President CBRE, Inc. 777 Brickell Avenue, Suite 1100 Miami, FL 33131 AGREED AND ACCEPTED TENANT PLEASE PROVIDE TENANT ENTITY /f// j By: a ��y SOL ✓ tt! AND 7 ' u i weir DATE: ID 1 .` a . Z 411 { 4 Page 2177 of 2228 07r19f2019 4 RESOLUTION NO. A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY (RDA) ACCEPTING THE RECOMMENDATION OF THE CITY'S FINANCE AND CITYWIDE PROJECTS COMMITTEE, AND APPROVING, IN SUBSTANTIAL FORM, A NEW LEASE AGREEMENT BETWEEN THE RDA (LANDLORD) AND CRUISE & TOURS CENTER, LLC D/B/A ADMIRAL CRUISE & TRANSPORTATION (TENANT), FOR APPROXIMATELY 721 SQUARE FEET OF RETAIL SPACE, LOCATED AT 100 16TH STREET, UNIT 5, MIAMI BEACH, FLORIDA (PREMISES), FOR A TERM OF FIVE (5) YEARS; AND FURTHER AUTHORIZING THE CHAIRMAN AND SECRETARY TO EXECUTE THE FINAL LEASE AGREEMENT. WHEREAS, pursuant to a professional service agreement with the City, CBRE, Inc. provided real estate brokerage services for the City and served as the listing agent for the City owned ground floor retail property located at 100 16th Street, Suite 5, Miami Beach, Florida (Premises), which is part of a retail and garage project commonly known as the "Anchor Shops"; and WHEREAS, CBRE has identified Cruise & Tours Center, LLC d/b/a Admiral Cruise & Transportation (Tenant) as a prospective tenant for the Premises; and WHEREAS, subsequent to negotiations, Tenant executed a Letter of Intent containing the basic terms and conditions contained below: Premises: 100 16th Street, Suite 5, Miami Beach, Florida 33139 Size: Approximately 721 rentable square feet Term: Five (5) years Renewal Options: None Rent Commencement: The Rent Commencement Date shall be sixty (60) days following lease execution or the date any portion of the Premises opens for business, whichever occurs sooner. Additionally, following the Rent Commencement Date, Base Rent (excluding operating expenses)for the next thirty (30)days shall be abated. Base Rental Rate: $75.00 per rentable square foot, plus applicable sales tax; $54,449.26 per year; $4,506.25 per month. Annual Rent Increases: The base rental rate shall be increased by three percent(3%) annually. • Lease Basis: Triple Net — in addition to the base rental rate, Tenant shall pay its proportionate share of the costs of real estate taxes, insurance, and maintenance expenses (currently estimated at $10.00 PSF; $7,210.00 per year; $600.83 per month). Payment at Lease Execution: Three month's rent (comprised of first month's rent and two month's security deposit) in the total amount of$16,347.78. Page 2178 of 2228 Utilities: Tenant shall be responsible for the cost of its utilities and trash removal. Construction Allowance: Tenant shall accept the Premises in "as-is" condition and shall perform any necessary work at its sole cost and expense. Use: Travel agency Personal Guaranties: The company's two owners, Oleksandr Grygoriv and leva Baliukeviciene, jointly and severally, shall personally guarantee to the Landlord the full and faithful performance of all the obligations, duties, and liabilities of Tenant under the lease; and WHEREAS, the Letter of Intent was submitted at the July 31, 2019 Finance and Citywide Projects Committee (FCWPC) meeting and the FCWPC recommended in favor of approving a new lease with Cruise & Tours Center, LLC d/b/a Admiral Cruise & Transportation based upon the terms and conditions contained therein; and WHEREAS, since CBRE is the sole broker involved in this lease transaction, the City will be obligated to pay a commission fee equal to four percent (4%), instead of six percent(6%) of the gross aggregate base rent over the five years of the lease; therefore, based on gross aggregate base rent of$287,091.52, CBRE will be due commission of$11,483.66; and WHEREAS, the Administration recommends in favor of accepting the recommendation of the FCWPC and the approval, in substantial form, of the proposed new lease agreement, incorporated herein by reference and attached to this Resolution as Composite Exhibit "1," due to: 1) the competitive rental rate and favorable lease terms, 2) Tenant's acceptance of the • Premises in "as-is" condition and 3) the reduced brokerage commission based only on one broker. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY, that the Chairperson and Members of the Miami Beach Redevelopment Agency hereby accept the recommendation of the City's Finance and Citywide Projects Committee and approve, in substantial form, a new Lease Agreement between the RDA (Landlord) and Cruise & Tours Center, LLC d/b/a Admiral Cruise & Transportation (Tenant), for approximately 721 square feet of retail space, located at 100 16th Street, Unit 5, Miami Beach, Florida (Premises)for a term of five (5) years; and further authorize the Chairperson and Secretary to execute the final Lease Agreement. . PASSED and ADOPTED this day of 2019. Dan Gelber, Chairperson ATTEST: Rafael E. Granado, Secretary APPROVED O\/FU AS TO FORM & LANGUAGE !GUAGE & FORE :LCUTION /_q1._() ' 2 3o — City Aye -4,t Dote Page 2179 of 2228 LANDLORD: Miami Beach Redevelopment Agency, a public body corporate and politic 1700 Convention Center Drive Miami Beach, Florida 33139 TENANT: Cruise&Tours Center, LLC d/b/a Admiral Cruise&Transportation 227 First Street, Suite 3 Miami Beach, FL 33139 DATE OF EXECUTION: , 2019 rr:r:• Ti ANCHOR SHOPS AT SOU REACH RETAIL LEASE -'' X/ --N...:, \\_ -,.. 3tiLJ' ieepel .-..,2,. k N.,,,,. - <\M V, T EXHIBIT Anchor Shops Lease Agreement—Admiral Cruises r3 ‘k t i Page 2180 of 2228 E • 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: , 2019. 2. "Landlord": Miami Beac-�'---y'-velopment Agency 3. Landlord's Address: Miami t -f-development Agency 1700 Criirenti banter Drive Miami INeach, Flo03139 Attention: Real Esta1:Division with a copy to: City of Miami Beach Miami Beach Redevelopment Agericy 1700 Convention Center Drive 4 Miami Beach, Florida 33139 tion: Legal Department may: 4. 'Tenant": Cryo:&flours Center, LLC d/b/a Admiral Cruise& isportd9:51 5. Tenant's Address: 7 First Street, Suite 3 I Beach, FL 33139 •6. Guar -° • Ole ndr Grygoriv and leva Baliukeviciene • ' 227 First Street, Suite 3 7. Guar �Address: �:,Y..� Miami Beach, FL 33139 8. Premises(sec 1.1): 100 16th Street—Suite#5 _ , = Miami Beach, FL 33139 As shown on Exhibit"B" _tyM1 9. Gross Rentable Area of Premises(section 1.1): ' Approximately 721 square feet. 10. Gross Rentable Area of Retail Space(section 1.1): Approximately 20,500 rentable square feet 11. Tenant's Proportionate Share(section 2.4): 3.517% 12. Permitted Use of Premises(section 3.1): Premises shall be used as a travel agency (and subject to the prohibited uses described in Exhibit"D" to the Lease). Anchor Shops Lease Agreement-Admiral Cruises Page 2(1ii1 of 2228 13. Term of Lease(section 1.1): Lease Term is five (5) years from the Commencement Date. "Commencement Date": The date the Landlord delivers the Premises to Tenant(also referred to as the`Tender Date"). "Rent Commencement Date":The earlier of: 1)sixty(60) days from the Tender Date or 2) the date any portion of the Premises opens for business. Additionally, following the Rent Commencement Date, Base Rent shall be abated for thirty (30) days (operated expenses shall not be abated during this period). wal Options": None 14. "Minimum Rent"(section 2.2): MONTHLY PAYMENT MONTHS ANNUAL MINI -RENT (PLUS SALES TAX) 0::.4E. Rent Commencement Date- $54,075.00 ` ' next succeeding twelve months* $4,506.25 -� * Commencing on the first anniversary of the Rent Commen ent Date, and at the beginning of each succeeding year thereafter durino the Term of the Lease (a Lease Year;tv defined in section 2.1), the Minimum Rent shall be increased ann y_1n1ricl ments of three percent(3%)annual y. 15. Percentage Rental(*lotion 2.3): N/A 16. Prepaid Rent(section 24' $5,449.26, due upon execution of Lease; to be applied to first full month Rent due. • 17. Security Deposit (section 2.7): At=:. '40,898.52, the equivalent of two (2) months rent (due upon execution of Lease). 18. Cost Pass-Throughs (CAM)(section 2. :`:= Proportionate share of Property Taxes and Insurance on the Anchor Shops and Parking Garage. COMMON AREA MAINTENANCE(CAM) MONTHLY/ANNUAL LEASE YEAR COST PER SQUARE FOOT* PAYMENT 1 $10.00 $600.83/$7,210.00 2-3 See Note(*) See Note(*) Note (*) Following Contract Year 1 at the beginning of each succeeding Lease Year thereafter during the Term of the Lease, the CAM rate shall be adjusted to reflect the actual pro-rata share of property tax and insurance costs incurred by the Landlord during the previous calendar year. 19. Comprehensive General Liability Insurance(section 6.1): $2,000,000.00 20. Trade Name(section 3.1): Admiral Cruise&Transportation Anchor Shops Lease Agreement—Admiral Cruises Page 2(}102 of 2228 THIS LEASE(the "Lease"), dated the day of , 2019, is made between the Miami Beach Redevelopment Agency, a public body corporate and politic(the "Landlord"), and Cruise &Tours Center, LLC, a Florida limited liability company(the"Tenant"). RECITALS: A. The Landlord is the fee simple owner of a certain facility (the"Facility") containing a municipal parking garage and appurtenances containing approximately eight hundred (800) parking spaces (the"Garage")and certain retail space (the"Retail Space") located in an area bounded by Washington and Collins Avenues in the proximity of 16th Street, located in the City of Miami Beach, Miami-Dade County, Flonda, 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 Retail Space shown on the Lease Summary do not represent accurate measurements of the square footage contained in the Premises or the Retail Space, but are mere estimates. The "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. Landlord has caused the completion of the shell improvements to the Retail Space as more particularly described on Exhibit"F," attached hereto and made a part hereof(the"Shell Improvements"), pursuant to plans and specifications therefor prepared by Landlord's architect and engineer (the"Project Plans and Specifications") and made available to Tenant prior to the date hereof. 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 Upon the expiration of ten(10)business days following the the delivery of the Premises with existing Shell improvements(as delineated in Exhibit°F"hereto),the Premises shall be conclusively deemed to be accepted by Tenant unless Tenant shall have given Landlord written notice of any contended defects in the Premises. Page 2183 of 2228 • ARTICLE II RENT. 2.1 Covenant to Pay.Tenant shall pay to Landlord all sums due hereunder from time to time from the Rent Commencement Date without prior demand, together with all applicable Florida sales tax thereon; however, unless otherwise provided In this Lease, payments other than Tenant's regular monthly payments of Minimum Rent shall be payable by Tenant to Landlord within ten(10) days following written demand All rent or other charges that are required to be paid by Tenant to Landlord shall be payable at Landlord's address indicated on the Lease Summary. Minimum Rent and additional rent (which is all sums payable to Landlord other than Minimum Rent) for any "Lease Year" consisting of less than twelve(12) months shall be prorated on a per diem basis, based upon a period of 365 days 'Lease Year" means the twelve(12)full calendar months commencing on the Commencement Date. However, the final Lease Year may contain less than twelve(12)months due to expiration or sooner termination of the Term Tenant agrees that its covenant to pay rent and all other sums under this Lease is an independent covenant and that all such amounts are payable without counterclaim, set-off, deduction, abatement, or reduction whatsoever,except as expressly provided for in this Lease. 2 2 Minimum Rent. Subject to any escalation which may be provided for in this Lease, Tenant shall pay Minimum Rent for the Term in the initial amount specified in the Lease Summary, which, except for the first _ installment, shall be payable throughout the Term in equal monthly installments in advance on the first day of each calendar month of each year of the Term, such'monthly installments to be in the amounts (subject to escalation) specified in the Lease Summary. The first monthly installment of Minimum Rent shall be due 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. Percentacie Rental Intentionally Omitted. 2.4 Ooeratina Costs. Taxes. Tenant shall remit together with regular monthly payments of Minimum Rent, its proportionate share of Common Area Maintenance(CAM) payments as determined in Section 19 of the Lease Summary 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) business days, a late charge of five(5%) percent of the`delinquent sum may be charged by Landlord. If any payment due from Tenant shall remain overdue for more than fifteen(15) days, an additional late charge in an amount equal to the lesser of the highest rate permitted by law or one and one-half(1 1/2%) 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 Page 21.734 of 2228 • 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 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 timely construction and installation of all improvements to the Premises by tenant and 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 of 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. Page 2135 9f 2228 3.3 Signs. Tenant, at Tenant's expense, shall erect and maintain identification signage upon the storefront of the Premises. The design and specification of such signage shall be subject to Landlord's sign criteria as adopted from time to time and such design and specification (including camera-ready artwork)shall be submitted for Landlord's prior approval. Except with the prior written consent of Landlord, Tenant shall not erect, install, 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'sec ; the Resource Conservation and Recovery Act, as amended,42 U.S.C.§6901, et seq.;the Federal Water Pollution Control Act,as amended, 33 U.S.C. §1251,et seq.; and Florida Statutes, Chapters 376 and 403;and(d)any other chemical,material,gas, or substance,the exposure to or release of which is regulated by any governmental or quasi-governmental entity having jurisdiction over the Retail Space or the operations thereon. (b) If Tenant or its employees, agents, or contractors shall ever violate the provisions of subsection(a), above, then Tenant shall clean-up, remove, and dispose of the Hazardous Material causing the violation, in compliance with all applicable governmental standards, laws, rules, and regulations and repair any damage to the Premises or Retail Space within such period of time as may be reasonable under the circumstances after written notice by Landlord, provided that such work shall commence not later than thirty(30) days from such notice and be diligently and continuously carried to completion by Tenant or Tenant's designated contractors. Tenant shall notify Landlord of its method, time, and procedure for any clean-up or removal of Hazardous Materials under this provision; and Landlord shall have the right to require reasonable changes in such method, time, or procedure or to require the same to be done after normal business hours or when the Retail Space is otherwise closed (i.e., holidays) if reasonably required for the protection of other tenants or occupants of the Retail Space. (c) Tenant agrees to defend, indemnify, and hold harmless Landlord, and the City of Miami Beach (the"City")against any and all claims, costs, expenses,damages, liability,_and the like,which Landlord may hereafter be liable for, suffer, incur, or pay arising under any applicable environmental laws, rules, and regulations and resulting from or arising out of any breach of the covenants contained in this section 3.4, or out of any act, activity, or violation of any applicable environmental laws, rules, and regulations on the part of Tenant, Its agents, employees, or assigns..Tenant's liability under this section 3.4 shall survive the expiration or any termination of this Lease. 3.5 Hours; Continued Occupancy. During the Term, Tenant shall conduct its business in the Premises, at a minimum, on all days and during all hours established by Landlord from time to time as store hours Page 21136 of 2228 for the Retail Space.Tenant may conduct business on the Premises, in addition to the foregoing times,in Tenant's reasonable judgment in order to maximize sales from the Premises, at Tenant's sole expense. However, Landlord shall not be responsible for providing common area or other services during such additional hours. Tenant shall open the whole of the Premises for business to the public, fully fixtured, stocked, and staffed within 60 days of the Completion Date set forth in item 22 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. Tenant acknowledges that its continued occupancy of the Premises and the regular conduct of its business therein are of utmost importance to neighboring tenants and to Landlord in the renting of space in the Retail Space,the renewal of other leases therein, the efficient and economic supply of services and utilities. Tenant acknowledges that Landlord is executing this Lease in reliance thereupon and that the same is a material element inducing Landlord to execute this Lease. Tenant shall not keep or display any merchandise on or otherwise obstruct the common areas and shall not sell, advertise, conduct, or solicit business anywhere within the Retail Space other than in the Premises. Tenant shall ship and receive supplies, fixtures, equipment, furnishings, wares, and merchandise only through the appropriate service and delivery facilities provided by Landlord; and shall not park its trucks or other delivery vehicles or allow suppliers or others making deliveries to or receiving shipments from the Premises to park in the parking areas, except in those parts thereof as may from time to time be allocated by Landlord for such purpose. Tenant shall maintain available a substantial stock of goods, wares, and merchandise adequate to ensure successful operation of Tenant's business, and shall employ and maintain sales and other personnel sufficient at all times for proper service to customers. 3.6 Prohibited Uses. Notwithstanding any other provisions of this Lease, Tenant shall not use the Premises nor permit them to be used for any of the following purposes: (A)for the sale by Tenant, as its principal business purpose, of any merchandise which Tenant, in the course of its normal business practice, purchases at manufacturers' clearances or purchases of ends-of-runs, bankruptcy stock, seconds, or other similar merchandise; (B)for the sale of second-hand goods, war surplus articles, insurance salvage stock, fire sale stock, merchandise damaged by or held out to be damaged by fire, except merchandise damaged by fire or smoke occurring in the Retail Space, and then only for thirty(30) days after the date of any such damage; (C)as an auction or flea market; (D)for a bankruptcy sale or going-out-of-business sale or liquidation sale or any similar sale, unless Tenant is in fact in bankruptcy or is going out of business or is in liquidation, in which case such sale shall not continue beyond thirty(30) days; (E)a business primarily used for an order office, mail order office, or catalogue store; or(F)any business in which Tenant is engaged in intentionally deceptive or fraudulent advertising or selling practices or any other act or business practice contrary to honest retail practices. 3.7 Exclusive Use. Intentionally omitted. ARTICLE IV. ACCESS AND ENTRY. 4.1 Right of Examination. Landlord shall be entitled at alt reasonable times and upon reasonable written notice, not less than 24 hours (but no notice is required in emergencies)to enter the Premises to examine them if Landlord reasonably believes that Tenant is not complying with any of its obligations hereunder; to make such repairs, alterations, or improvements thereto as Landlord considers necessary or reasonably desirable; to have access to underfloor facilities and access panels to mechanical shafts and to check, calibrate, adjust, and balance controls and other parts of the heating, air conditioning, ventilating, and climate control systems. Landlord reserves to itself (and others acting on behalf of Landlord including, without limitation, the City)the right to install, maintain, use, and repair pipes, ducts, conduits, vents, wires, and other installations leading in, through, over, or under the Premises and for this purpose, Landlord may take all material into and upon the Premises which is required therefor. Tenant shall not unduly obstruct any pipes, conduits, or mechanical or other electrical equipment so as to prevent reasonable access thereto. Landlord reserves the right to use all exterior walls and roof area. Landlord shall exercise its rights under this section, to the extent possible in the circumstances, in such manner so as to minimize interference with Tenant's use and enjoyment of the Premises and Tenant's property. 4.2 Right to Show Premises. Landlord and its agents have the right to enter the Premises at all reasonable times and upon reasonable written notice not less than 24 hours to show them to prospective purchasers, lenders, or anyone having a prospective interest in the Retail Space, and, during the last six(6) Page 2f87 of 2228 • 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 mannerso as to minimize interference with Tenant's use and enjoyment of the Premises and Tenant's property. ARTICLE V. INITIAL CONSTRUCTION:MAINTENANCE, REPAIRS,AND ALTERATIONS. 5.1. Tenant's Construction Obligations. (a) Subject to the provisions hereof, Tenant shall, at its expense, cause the construction and installation of all improvements to the Premises in accordance with Tenant's Plans, as hereinafter defined, and as necessary to permit Tenant to occupy same and conduct normal business operations (such improvements being referred to herein as "Tenant's Work"). The plans for such improvements shall be submitted to the Landlord for the Landlord's prior written consent,which will not be unreasonably withheld or delayed. (b) All permanent (fixed) improvements to the Premises shall remain the property of the Landlord upon termination of the Lease. Upon the lawful termination of the Lease, all personal property and trade fixtures may be removed by the Tenant from the Premises without damage to the Premises. (c) Any damage to the existing finishes of the Retail Space shall be patched and repaired by Tenant, at its expense, and all such work shall be done to Landlord's satisfaction. If any patched and painted area'does not match the original surface, then the entire surface shall be repainted at Tenant's expense. Tenant agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all costs, expenses, damage, loss, or liability, including, but not limited to, reasonable attorneys' fees and costs, which arise out of, is occasioned by, or is in any way attributable to the build-out of the Premises or any subsequent improvements or alterations by Tenant pursuant to this Lease. Tenant, at its expense, shall be responsible for the maintenance, repair, and replacement of any and all items constructed by Tenant's contractor. (d) Tenant shall not alter the existing fire alarm system in the Premises or the Retail Space.Tenant's Plans shall include detailed drawings and specifications for the design and installation of Tenant's fire alarm (and security) system(s)for the Premises. Such systems)shall meet all appropriate building code requirements, and the fire alarm system shall, at Tenant's expense, be integrated into Landlord's fire alarm system for the Retail Space. (Landlord is not required to provide any security system.)Landlord's electrical contractor and/or fire alarm contractor shall, at Tenant's expense, make all final connections between Tenant's and Landlord's fire alarm systems. Tenant shall insure that all work performed on the fire alarm system shall be coordinated at the job site with the Landlord's representative. (e) Tenant will permit no liens to attach to the Premises arising from, connected with or related to the construction of the improvements. Moreover, such construction shall be accomplished through the use of licensed, reputable contractors who are acceptable to Landlord. Any and all permits and or licenses required for the installation of improvements shall be the sole responsibility of Tenant. (f) The above requirements for submission of plans and the use of specific contractors shall not apply to improvements, maintenance or repairs which do not exceed $20,000.00, provided that the work is not structural,and provided that it is permitted by applicable law. (g) Landlord acknowledges that the Current Tenant has made improvements and had signage installed prior to the execution of this Lease Agreement, and as such, said improvements and signage are acceptable to Landlord, to the extent that same were properly permitted, and done in compliance with all applicable building codes, and any other Municipal, County,State and Federal laws. 5.2 Maintenance and Repairs by Landlord. It is hereby acknowledged and agreed that Landlord.shall maintain and repair certain portions of the Retail Space as delineated in Exhibit"F" hereto. Tenant will notify in writing of any necessary repairs that are the obligation of Landlord. Landlord shall not be responsible for any damages caused to Tenant by reason of failure of any equipment or facilities serving the Retail Space or delays in Page 21t8 of 2228 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. Upon demand, Tenant shall reimburse Landlord for the cost of making the repairs. Landlord shall exercise its rights under this section in a manner so as to minimize any disruption or interference with the operation of Tenant's business and property. 5.3 Maintenance and Repairs by Tenant. Tenant shall, at its sole cost, repair and maintain the Premises, all to a standard consistent with a first-class retail center, with the exception of base building, mechanical and electrical systems, roof and foundation, which are the obligation of the Agency 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)windows, plate glass, doors, and any fixtures or appurtenances composed of glass(including,without limitation, interior and exterior washing of windows and plate glass and the installation of hurricane shutters as provided by the Landlord); (iii)Tenant's sign; (iv)any heating or air conditioning equipment serving the Premises ("HVAC")(which shall include, without limitation, a preventive maintenance HVAC service contract. Such service contract shall include, without limitation, preventive HVAC maintenance no less than 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 Tenants sole cost and expense. 5.4 Approval of Tenant's Alterations. Unless otherwise provided herein, No alterations (including, without limitation, improvements, additions, or modifications to the Premises) shall be made by Tenant to the Premises without Landlord's prior written approval, which, as to exterior or structural alterations may be withheld in Landlord's sole discretion. Any alterations by Tenant shall be 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 ail applicable laws and regulations. 5.5 Removal of Improvements and Fixtures. All leasehold improvements and fixtures (other than unattached, movable trade fixtures which can be removed without damage to the Premises)shall at the expiration or earlier termination of this Lease become Landlord's property. Tenant may, during the Term, in the usual course of its business, remove its trade fixtures, provided that Tenant is not in default under this Lease;and Tenant shall, at the expiration or earlier termination of the Term, at its sole cost, remove such of the leasehold improvements (except for improvements installed by Landlord prior to the Commencement Date) and trade fixtures in the Premises as Landlord shall require to be removed and restore the Premises to the condition existing prior to such removal. Tenant shall at its own expense repair any damage caused to the Retail Space by such removal. If Tenant does not remove its trade fixtures at the expiration or earlier termination of the Term, the trade fixtures shall, at the option of Landlord, become the property of Landlord and may be removed from the Premises and sold or disposed of by Landlord in such manner as it deems advisable without any accounting to Tenant. 5.6 Liens. Tenant shall promptly pay for all materials supplied and work done in respect of the Premises by, through, or under Tenant so as to ensure that no lien is recorded against any portion of the Retail Space or against Landlord's or Tenant's interest therein. If a lien is so recorded, Tenant shall discharge it promptly by payment or bonding. If any such lien against the Retail Space or Landlord's interest therein is recorded and not discharged by Tenant as above required within 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 Page 21339 of 2228 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. Tenant shall, at its own cost, install, maintain and repair, as required, its electrical meter for the Premises In addition,Tenant's electrical equipment and lighting shall be restricted to that equipment and lighting which individually does not have a rated capacity and/or design load greater than the rated capacity and/or design load of the Retail Space. If Tenant's consumption of electrical services exceeds either the rated capacity and/or design load of the Retail Space, then Tenant shall remove the equipment and/or lighting to achieve compliance within ten(10) days after receiving written notice from Landlord, or such equipment and/or lighting may remain in the Premises, so long as (a)Tenant shall pay for all costs of installation and maintenance of submeters, wiring, air-conditioning, and other items required by Landlord, in Landlord's reasonable discretion, to accommodate Tenant's excess design loads and capacities; and (b)Tenant shall pay to Landlord,within thirty(30)days after rendition of a bill,the cost of the excess consumption of electrical service at the rates charged to Landlord by Florida Power&Light,which shall be in accordance with any applicable laws. ARTICLE VI. INSURANCE AND INDEMNITY. 6.1 Tenant's insurance. 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 New York 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 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 thereonas 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 Page 2030 of 2228 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 arty 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. Landlord represents that Tenant's permitted use doesn't violate any policy carried by the Landlord. 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, falling 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. is 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 Space. If Landlord repairs or rebuilds, Rent shall abate proportionately to the portion of the Premises, if any, rendered untenantable from the date of destruction or damage until the repairs have been substantially completed. Page 2t1 of 2228 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 or Tenant may, at its option, terminate this Lease on notice to the other given within thirty(30)days after such damage or destruction and Tenant shall immediately deliver vacant possession of the Premises in accordance with the terms of this Lease. In addition, if Landlord undertakes the reconstruction or repair, and does not complete same within nine(9) months after the date of the fire or other casualty (subject to the time required to prepare plans for reconstruction, to obtain building permits, to receive distribution of insurance proceeds, and to complete the likely contract bidding process and all other relevant factors, but not to exceed an additional ninety(90) days), then Tenant shall have the right to terminate this Lease by written notice to Landlord delivered within thirty(30) days after the expiration of such nine(9) month period (or as extended), whereupon both parties shall be relieved of all further obligations hereunder, except as otherwise expressly set forth herein. ARTICLE VIII. ASSIGNMENT, LEASES.AND TRANSFERS. 8.1 Transfer by Tenant.Tenant shall not enter into, consent to, or permit any Transfer, as hereinafter defined, without the prior written consent of Landlord in each instance, which consent may not be unreasonably withheld. For purposes of this Lease, 'Transfer" means an assignment of this Lease in whole or in part; a sublease of all or any part of the Premises; any transaction whereby the rights of Tenant under this Lease or to the Premises are transferred to another; any mortgage or encumbrance of this Lease or the Premises or any part thereof or other arrangement under which either this Lease or the Premises become security for any indebtedness or other obligations; and if Tenant is a corporation or a partnership, the transfer of a controlling interest (greater than 50%) in the stock of the corporationorpartnership interests, as applicable provided transfers to family members and transfers to third parties of less than 50% of the stock of the Tenant are permitted without Landlord consent. If there is a permitted Transfer, Landlord may collect rent or other payments from the transferee and apply the net amount collected to the rent or other payments required to be paid pursuant to this Lease but no acceptance by Landlord of any payments by a transferee shall be deemed a waiver of any provisions hereof regarding Tenant. Notwithstanding any Transfer, Tenant shall not be released from any of its obligations under this Lease. Landlord's consent to any Transfer shall be subject to the further condition that if the Minimum Rent and additional rent pursuant to such Transfer exceeds the Minimum Rent and additional rent payable under this Lease, the amount of such excess shall be paid to Landlord. If, pursuant to a,permitted Transfer,Tenant receives from the transferee, either directly or indirectly, any consideration other than Minimum Rent and additional rent for such Transfer,either in the form of cash, goods, or services,Tenant shall, upon receipt thereof, pay to Landlord an amount equivalent to such consideration. Landlord acknowledges that any proceeds received in connection with the sale of Tenant's business (which sale shall include a corresponding assignment of this Lease) shall belong exclusively to the Tenant and/or its principals). ARTICLE IX. DEFAULT. 9.1 Defaults. A default by Tenant shall be deemed to have occurred hereunder, if and whenever: (I) any Minimum Rent is not paid within 5 days from notice or demand for payment has been'made by Landlord; (ii)any other additional rent is in arrears and is not paid within five(5) days after written demand by Landlord; (iii)Tenant has breached any of its obligations in this Lease (other than the payment of rent) and Tenant fails to remedy such breach within thirty(30) days (or such shorter period as may be provided in this Lease), or If such breach cannot reasonably be remedied within thirty(30) days (or such shorter period), then if Tenant fails to Page 2i 2 of 2228 immediately commence to remedy and thereafter proceed diligently to remedy such breach, in each case after notice in writing from Landlord; (iv)Tenant becomes bankrupt or insolvent; (v)any of Landlord's policies of insurance with respect to the Retail Space are canceled or adversely changed as a result of Tenant's use or occupancy of the Premises; or (vi)the business operated by Tenant in the Premises shall be closed by governmental or court order for any reason. 9.2 Remedies. In the event of any default hereunder by Tenant, then without prejudice to any other rights which it has pursuant to this Lease or at law or in equity, Landlord shall have the following rights and remedies,which are cumulative and not alternative: (A) Landlord may cancel this Lease by notice to Tenant and retake possession of the Premises for Landlord's account, or may terminate Tenant's right to possession of the Premises without terminating this Lease. In either event,Tenant shall then quit and surrender the Premises to Landlord. If Landlord terminates Tenant's right to possession of the Premises without terminating this Lease,Tenant's liability under all of the provisions of this Lease shall continue notwithstanding any expiration and surrender, or any re-entry, repossession,or disposition hereunder. • (B) Landlord may enter the Premises as agent of Tenant to take possession of any property of Tenant on the Premises, to store such property at the expense and risk of Tenant or to sell or otherwise dispose of such property in such manner as Landlord may see fit without notice to Tenant. Re-entry and removal may be effectuated by summary dispossess proceedings, by any suitable action or proceeding, or otherwise. Landlord shall not be liable in any way in connection with its actions pursuant to this section,to the extent that its actions are in accordance with law. (C) If Landlord terminates Tenant's right to possession of the Premises without terminating this Lease under subsection(A) above, Tenant shall remain liable (in addition to accrued liabilities)to the extent legally permissible for all rent and all of the charges Tenant would have been required to pay until the date this Lease would have expired had such cancellation not occurred. Tenant's liability for rent shall continue notwithstanding re-entry or repossession of the Premises by Landlord. In addition to the foregoing, Tenant shall pay to Landlord such sums as the court which has jurisdiction thereover may adjudge as reasonable attorneys' fees with respect to any successful lawsuit or action instituted by Landlord to enforce the provisions of this Lease. (D) Landlord may relet all or any part of the Premises for all or any part of the unexpired portion of the Term of this Lease or for any longer period, and may accept any rent then attainable; grant any concessions of rent, and agree to paint or make any special repairs, alterations, and decorations for any new; tenant as it may deem advisable in its sole and absolute discretion. Landlord shall be under no obligation to relet or to attempt to relet the Premises,except as expressly set forth below. (E) If Landlord terminates Tenant's right to possession of the Premises without terminating this Lease under subsection(A) above, and Landlord so elects, the rent hereunder shall be accelerated and Tenant shall pay Landlord damages in the amount of any and all sums which would have been due for the remainder of the Term (reduced to present value using a discount factor equal to the stated prime lending rate on the date of Tenant's default by Landlord's then existing mortgagee or, if there is no mortgagee, by Citibank, N.A., New York). Prior to or following payment in full by Tenant of such discounted sum promptly upon demand, Landlord shall use good faith efforts to relet the Premises. If Landlord receives consideration as a result of a reletting of the Premises relating to the same time period for which Tenant has paid accelerated rent, such consideration actually received by Landlord, less any and all of Landlord 's cost of repairs, alterations, additions, redecorating, and other expenses in connection with such reletting of the Premises, shall be a credit against such discounted sum, and such discounted sum shall be reduced if not yet paid by Tenant as called for herein, or if Tenant has paid such discounted sum, such credited amount shall be repaid to Tenant by Landlord(provided said credit shall not exceed the accelerated amount). (F) Landlord may remedy or attempt to remedy any default of Tenant under this Lease for the account of Tenant and to enter upon the Premises for such purposes. No notice of Landlord's intention to perform such covenants need be given Tenant unless expressly required by.this Lease. Landlord shall not be liable to Tenant for any loss or damage caused by the reasonable acts of Landlord in remedying or attempting to remedy Page 21 h3 of 2228 such default and Tenant shall pay to Landlord all expenses incurred by Landlord in connection with remedying or attempting to remedy such default. Any expenses incurred by Landlord shall accrue interest from the date of payment by Landlord until repaid by Tenant at the highest rate permitted by law. 9.3 Costs. Tenant shall pay to Landlord on demand all costs incurred by Landlord, including attorneys' fees and costs at all tribunal levels, incurred by Landlord in enforcing any of the obligations of Tenant under this Lease. In addition, upon any default by Tenant, Tenant shall be also liable to Landlord for the expenses to which Landlord may be put in re-entering the Premises; repossessing the Premises; painting, altering, or dividing the Premises; combining the Premises with an adjacent space for any new tenant; putting the Premises in proper repair; protecting and preserving the Premises by placing watchmen and caretakers therein;reletting the Premises (including attorneys' fees and disbursements, marshall's fees, and brokerage fees, in so doing); and any other expenses reasonably incurred by Landlord. 9.4 Additional Remedies; Waiver. The rights and remedies of Landlord set forth herein shall be in addition to any other right and remedy now and hereinafter provided by law. All rights and remedies shall be cumulative and non-exclusive of each other. No delay or omission by Landlord in exercising a right or remedy shall exhaust or impair the same or constitute a waiver of,or acquiescence to, a default. 9.5 Default by Landlord. In the event of any default by Landlord, Tenant's exclusive remedy shall be an action for damages or injunction, but prior to any such action Tenant will give Landlord written notice specifying such default with particularity, and Landlord shall have a period of thirty(30)days following the date of such notice in which to cure such default (provided, however, that if such default reasonably requires more than thirty(30) days to cure, Landlord shall have a reasonable time to cure such default, provided Landlord commences to cure within such thirty(30) day period and thereafter diligently prosecutes such cure to completion). Notwithstanding any provision of this Lease, 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 Page 2i@4 of 2228 evidence such subordination. However, on request, Tenant shall further evidence its agreement to subordinate this Lease and its rights under this Lease to any and all documents and to all advances made under such documents. The form of such subordination shall be made as required by Landlord, its lender, ground lessor, the City. Tenant shall, if requested by Landlord, or a mortgagee, owner, or purchaser, or by any person succeeding to the interest of such mortgagee, owner, or purchaser, as the result of the enforcement of the remedies provided by law or the applicable instrument held by Landlord, such mortgagee, owner, or purchaser, automatically attorn to and become the tenant of Landlord or any such mortgagee, owner, purchaser, or successor-in-interest, without any change in the terms or other provisions of this Lease; provided, however, that Landlord, said mortgagee, owner, purchaser, or successor shall not be bound by (a)any payment of rent or additional rent for more than one(1) month in advance, or (b)any security deposit or the like not actually received by Landlord, such mortgagee, owner, or purchaser, or successor, or(c)any amendment or modification in this Lease made without the consent of Landlord, such mortgagee, owner, purchaser, or successor, or(d)any construction obligation,free rent, or other concession or monetary allowance, or (e)any set-off, counterclaim, or the like otherwise available against Landlord, or (f)any act or omission of any prior landlord (including Landlord). Upon request by Landlord, said mortgagee, owner, or purchaser, or successor,Tenant shall execute and deliver an instrument or instruments confirming its 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 financings or overleases entered into by Landlord with respect to the Retail Space, and no subordination shall be effective without a corresponding nondisturbance agreement. ARTICLE XL CONTROL OF RETAIL SPACE BY LANDLORD. 11.1 Use and Maintenance of Common Areas. Tenant and those doing business with Tenant for purposes associated with Tenant's business on the Premises, shall have a non-exclusive license to use the common areas for their intended purposes during normal business hours in common with others entitled thereto and subject to any rules and regulations imposed by Landlord. Landlord shall use reasonable efforts to keep the common areas in good repair and condition and shall clean the common areas when necessary. Tenant acknowledges that any common areas of the Retail Space shall at all times be under the exclusive control and management of Landlord. For purposes of this Lease, "common areas"shall mean those areas,facilities, utilities, improvements, equipment, and installations of the Retail Space which serve or are for the benefit of tenants of more than one component of the Retail Space and which are not designated or intended by Landlord to be leased, from time to time, or which are provided or designated from time to time by Landlord and/or the City for the benefit or use of all tenants in the Retail Space, their employees, customers, and invitees, in common with others entitled to the use or benefit of same. Tenant acknowledges that the Garage portion of the Facility is not a part of the Retail Space, and that Tenant has no right or license to use the Garage pursuant to this Lease. Any use by Tenant or its invitees of the Garage is subject to the rules and regulations in connection therewith imposed by Landlord (or successor owner) and/or the operator of the Garage. No portion of the garage is under Landlord's control or supervision, and Landlord shall not be liable for any damage to automobiles of any nature whatsoever to, or any theft of,automobiles or other vehicles or the contents thereof,while in or about the Garage. 11.2 Alterations by Landlord. Landlord and/or the City may(but shall not be obligated to) (i)alter, add to, subtract from, construct improvements on, re-arrange, and construct additional facilities in, adjoining, or proximate to the Retail Space; (ii)relocate the facilities and improvements in or comprising the Retail Space or erected on the Land; (iii)do such things on or in the Retail Space as required to comply with any laws, by-laws, regulations, orders, or directives affecting the Land or any part of the Retail Space; and (iv)do such other things on or in the Retail Space as Landlord and/or the City, in the use of good business judgment determines to be advisable, provided that notwithstanding anything contained in this section 11.2, access to the Premises shall be available at ail times. Landlord shall not be in breach of its covenants for quiet enjoyment or liable for any loss, costs, or damages, whether direct or indirect, incurred by Tenant due to any of the foregoing; provided, Landlord shall exercise its rights under this section in a manner so as to minimize any disruption or interference with the operation of Tenant's business and property. ARTICLE XII. CONDEMNATION. Page 211%5 of 2228 • 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. ARTICLE XIII. PROMOTION. 13.1 Promotional Fund; Merchants'Association. Intentionally Omitted. ARTICLE XIV. GENERAL PROVISIONS 14.1 Delay. Whenever a period of time is herein prescribed for the taking of any action by Landlord or Tenant, as applicable, Landlord or Tenant, as applicable, shall not be liable or responsible for, and there shall be excluded from the computation of such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, or governmental laws, regulations, or restrictions in the nature of a prohibition or moratorium, or any bona fide delay beyond the reasonable control of Landlord or Tenant, as applicable The foregoing shall not apply to any payments of money due under this Lease. 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 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 Page 211i6 of 2228 Summary; and (ii)if to Tenant, at the Premises or, prior to Tenant 's occupancy of the Premises, at the address set forth on the Lease Summary, with a copy to Training Camp, Inc at 25 West 45th Street, New York, NY 10036. 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 Meaninos. 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. 1410 No Partnership The parties hereby acknowledge that 11 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 Eniovrnent 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. 1412 Brokerage. Landlord and Tenant each represent and warrant one to the other that except as set forth in the Lease Summary, neither of them has employed any broker in connection with the negotiations of the terms of this Lease or the execution thereof Landlord and Tenant hereby agree to indemnify and to hold each. other harmless against any loss, expense,or liability with respect to any claims for commissions or brokerage fees arising from or out of any breach of the foregoing representation and warranty Landlord recognizes the broker(s) specified in the Lease Summary as the sole broker(s)with whom Landlord has dealt in this transaction and agrees to pay any commissions determined to be due said broker(s) Page 2107 of 2228 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 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. 14.15 TRIAL BY JURY. LANDLORD AND TENANT EACH HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY ISSUE OR CONTROVERSY ARISING UNDER THIS LEASE. 14.16 Prohibitions Regarding Sale or Use of Expanded Polystyrene Food Service Articles, Single-Use Plastic Beverage Straws,and Single-Use Plastic Stirrers. (A) Tenant hereby agrees and acknowledges that, pursuant to Section 82-7 of the City Code, as may be amended from time to time, Tenant shall not sell, use, provide food in, or offer the use of expanded polystyrene food service articles (as defined in City Code Section-132-7) in the Premises. A violation of this section shall be deemed a default under the terms of this Lease. Notwithstanding the above, this section shall not apply to expanded polystyrene food service articles used for prepackaged food that have been filled and sealed prior to receipt by Tenant. (B) Additionally, Tenant agrees and acknowledges that, pursuant to Section 82-8 of the City Code, as may be amended from time to time, Tenant shall not sell, use, provide food in, or offer the use of single-use plastic beverage straws or single-use plastic stirrers(as defined in City Code Section 82-8)in the Premises.A violation of this section shall be deemed a default under the terms of this Lease. Notwithstanding the above, the requirements of Section 82-8 shall not restrict Tenant from providing a beverage with, or offering the use of, a single-use plastic beverage straw or single-use plastic stirrer to an individual with a disability or medical condition that impairs the consumption of beverages without a single-use plastic beverage straw or single-use plastic stirrer. (C) As additional consideration for this Lease and as an additional public benefit, regardless of the legal force and effect of the foregoing Sections 82-7 and 82-8 of the City Code,Tenant agrees: i. not sell, use, provide food in, or offer the use of expanded polystyrene food service articles in the Premises. A violation of this section shall be deemed a default under the terms of this Lease. Notwithstanding the above, this section shall not apply to expanded polystyrene food service articles used for prepackaged food that have been filled and sealed prior to receipt by Tenant;and ii. not sell, use, provide food in, or offer the use of single-use plastic beverage straws or single-use plastic stirrers in the Premises.A violation of this section shall be deemed a default under the terms of this Lease, Notwithstanding the above, Tenant shall be permitted to providing a beverage with, or offering the use of, a single-use plastic beverage straw or single-use plastic stirrer to an individual with a disability or medical condition that impairs the consumption of beverages without a single-use plastic beverage straw or single-use plastic stirrer. 14.17 Tenant's Compliance with Florida's Public Records Law. Tenant shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. (A) The term "public records" shall have the meaning set forth in Section 119.011(12), which means all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business of the City. (B) Pursuant to Section 119.0701- of the Florida Statutes, if the Tenant meets the definition of "Contractor"as defined in Section 119.0701(1)(a),the Tenant shall: Page 298 of 2228 Keep and maintain public records required by the City to perform the service; Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the contract term and following completion of the Agreement if the Tenant does not transfer the records to the City; Upon-completion of the Agreement, transfer, at no cost to the City, all public records in possession of the Tenant or keep and maintain public records required by the City to perform the service. If the Tenant transfers all public records to the City upon completion of the Agreement, the Tenant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Tenant keeps and. maintains public records upon completion of the Agreement, the Tenant shall meet all applicable requirements for retaining public records.All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. (C) Request for Records; Noncompliance. A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the Tenant of the request, and the Tenant must provide the records to the City or allow the records to be inspected or copied within a reasonable time. Tenant's failure to comply with the City's request for records shall constitute a breach of this Agreement, and the City, at its sole discretion, may: 3 unilaterally terminate the Agreement; (2)avail itself of the remedies set forth under the Agreement;and/or(3)avail itself of any available remedies at law or in equity. A Tenant who fails to provide the public records to the City within a reasonable time may be subject to penalties under s, 119.10. (D) Civil Action. If a civil action is filed against a Tenant to compel production of public records relating to the City's contract for services, the court shall assess and award against the Tenant the reasonable costs of enforcement, including reasonable attorneys'fees, if: i. The court determines that the Tenant unlawfully refused to comply with the public records request within a reasonable time; and ii. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the Tenant has not complied with the request, to the City and to the Tenant. A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to the Tenant at the Tenant's address listed on its contract with the City or to the Tenant's registered agent.Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery,which may be in an electronic format. A Tenant who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. (E) IF THE TENANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE TENANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Page 709 of 2228 CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV PHONE: 305-673-7411 Page 2160 of 2228 EXECUTED as of the day and year first above written. ATTEST. LANDLORD: MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate and politic By By: Rafael E.Granado, Secretary Dan Gelber, Chairman By Witness Print Name ATTEST. TENANT: CRUISE&TOURS CENTER,LLC d/b/a ADMIRAL CRUISE& TRANSPORTATION, a Florida limited liability company By. By: Witness Print Name Print Name Title By Witness Print Name Page 21 of 2228 EXHIBIT"A" Legal Description Lots 8, 9, 10, 11, 12 and 13, Block 57, Fisher's First Subdivision of Alton Beach, according to the Plat thereof, as recorded in Plat Book 2, Page 77 of the Public Records of Dade County, Florida, together with all of 16th Street (Avenue "C"),less and except the following described parcel: BEGINNING at the Southwest corner of Block 54 of said Fisher's First Subdivision of Alton Beach Plat; thence North 88° 0' 53" East along the South line of said Block 54, a distance of 443.08 feet, to the Southeast corner of said Block 54, thence South 07° 35' 04"West, a distance of 96.26 feet, to a point of cusp with a tangent curve concave to the Southwest,thence along the arc of said curve to the left,having a radius of 25.00 feet and a central angel of 90° 00' 00", an arc distance of 39.27 feet, to a point of tangency; thence North 82° 24' 52" West, a distance of 24.75 feet, thence South 88° 00' 53" West along a line 8 00 feet North of and parallel with, as measured at nght 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. Lease Agreement-Admiral Cruises Page 2202 of 2228 Ncn V C . n V taLMsif/f _�,� ., ntrar OW o F ▪es - 'MOW Will .f .1 .1.410 ^MID‘ a(ta( pA IM AK(. +at%P T•\'li WO qrM Si' R .tV.SfaCt 1 : I i t ' - CO - 13 • �~i J _ auL i! .f_{`,' �% 'K i .It tit, .K a+L G +rL i-R A' ,."'..6.,. _� - 3 i • K'ae Va:(t -� 4 1 awA, i l 11 0 Y'Mtr `} ow CD tli (:-�:.,1Y dre{ ri ....ems._..... ,I- e. ;� rill al'aL Llai( ■- cfi ITI Cu X Cu rii ill N - a.._....fi ,fl : y —.n.v to.awe A = N- Tic �� //./% ll {t Int _.� a N t. auar ,a*� .. `r lI N _ n ti r. Y :d • ,i -13 • 1 co • II COMM lAttm.f(R naTING 11 3 11 =TIM 1142[1100w GROUNID FLOOR RETAIL LEASING PLAN tat Af1(UO/ SHOOS SEM=AT t04T1i Ll1C.4=CM ■ r EXHIBIT"C" RULES AND REGULATIONS 1. Security. Landlord may from time to time adopt appropriate systems and procedures for the security or safety of the Retail Space, any persons occupying, using, or entering the same, or any equipment, • furnishings, or contents thereof,and Tenant shall comply with Landlord's reasonable requirements relative thereto 2. Return of Keys At the end of the Term, Tenant shall promptly return to Landlord all keys for the Retail Space and Premises which are in the possession of Tenant In the event any Tenant fails to return keys, Landlord may retain$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 dnveways outside the Retail Space, and lobbies, corridors, stairwells,ducts,and shafts of the Retail Space, free of all refuse. 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 Page 2204 of 2228 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 Page 2205 of 2228 EXHIBIT"D" Prohibited Uses I In no event may the primary business at the Premises engage in the sale of food, alcoholic and non- alcoholic beverage items. 2 In no event may the primary business at the Premises be the sale of athletic and/or other types of sporting footwear,retail apparel and,related general merchandise 3 In no event may the primary business at the Premises engage in the safe of custom or designer Jewelry. 4 In no event may the primary business at the Premises engage in the sale of swimwear, beach attire or related accessories. Page 2206 of 2228 , EXHIBIT"E" Landlord's Signage Criteria Tenant Sign Standards—16th Street and Washington Avenue Frontages Tenant signage is to be located in the 6'-O" wide transom panel above the entrance doors to each space. One 15amp 110volt AC electrical circuit has been provided at the designated sign location above the entrance doors for illuminated tenant signage. The area of the sign shall not exceed twenty(20)square feet. Three(3)tubular aluminum mounting rails are provided on the transom framing, in front of the glass line.The tenant sign shall mount to the rails and shall be composed of individual letters,symbols, or decorative elements. The individual letters are encouraged to be neon illuminated. No box signs are allowed so as to maintain maximum transparency of the storefront line. Mounting regia ` • • r'"itr �i i /_ . ,f� . I hill . P i i ...�1 ii =sem►--� .��� �.�w.ra��- Ill i i 1 i i ir: Ill I 0 I / • . I I 1. — 1 f It -J l-1 /i. 1 �i i i / ELEVATION-TENANT 0 M TRANSO / SCALE s/ar.1'•Cr F:1RHCDISALLIECONISALL ASSETVAnchor ReMdmiral Cruises1ConFn n g 2aplease Agreement-Admiral Cruises.doe Receiving Door Signs Each store shall have a sign identifying their receiving door,adjacent to the latch side of the door.Tenant shall provide acid etched aluminum panel with blind studs,silicone cemented to the wall at 5'-O"above the finished floor.Tenant name copy shall be acid-etched and paint filled. B • • 0 rim ELEVATION-RECEIVING DOOR SIGN scum trs•.tv.Cr 18- TENANT NAME b 520 4 4.04 Pane! B LAYOUT-RECEIVING DOOR SIGN SCALE:t/9 FULL SIZE F\RHC C15ALL\ECON4ALL ASSET1Anchor_Ret Admual Cruises1Cot err 3 )\Leese Agreement-Admiral Cruises doe EXHIBIT"F" Description of Landlord's Shell Improvements 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. Ceiling • Exposed to structure except bathroom. • Ceiling Included in bathroom(2'x 2'acoustic tile suspended) 3. Demising Wails (between tenant spaces) • Metal studs at 3 c". • 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 '/a"dia.grab bar and 42"1 W dia.grab bar. d. Walls to be painted drywall e. Accessories(mirror,paper dispenser, soap dispenser) Cold water domestic service(s/."line) Grease waste connection(except spaces along 16th Street) Condensate drainage(1 '/."line). • Natural gas service(except spaces along 16t Street). 7. Electrical • For typical space, includes electric service as follows- Food service tenant a Four 3/O CU in 2"C. b One 200 amp fusible disconnect switch with fuses 600 volt. c Four"Polans"gutter taps(UL listed). FUtHCDISALLIECOMSALLIASSET\Anchor ReMdmiral CruhseslCorly rr ni2 )U.ease Agreement-Admiral Cruises doc 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 1201208 volt. g Greenfield- 1 -1/4'+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-W. 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 spiit 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. -1/a" thick armaflex fire retardant piping insulation on NC condensate lines and 3/4" thick on refrigerant suction lines(paint white when exposed to sun light) -Service valves on suction and liquid lines F 1RHCD\$ALL\ECONWALLIASSETIAnchor_Ret\Admiral Cruises\Coal i¢ g 29\Lease Agreement-Admiral Cruises doc 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 Electnc 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 air filters. 6 Include automatic fan shutdown control installed in RIA section of units. Dw, • 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 Awninus • 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. F IRHCDi$ALL ECON15ALLLASSE 1Anchor RegAdmiral miral Cruises1CorriEgg ri g6 f2MilLease Agreement-Admiral Cruises doc