671-2022 RDA RESOLUTION NO. 671-2022
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 LEASE AGREEMENT BETWEEN THE RDA (LANDLORD) AND OPEN
VISION ONE, LLC (TENANT), FOR USE OF APPROXIMATELY 4,236
SQUARE FEET OF GROUND FLOOR RETAIL SPACE AT THE ANCHOR
SHOPS AND GARAGE, AS A FINE DINING RESTAURANT, LOCATED
AT 1560 COLLINS AVE, SUITE NOS. 3-4 (PREMISES), FOR A TERM OF
NINE (9) YEARS AND THREE-HUNDRED AND SIXTY-TWO (362) DAYS;
AND FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR AND
SECRETARY TO EXECUTE THE FINAL LEASE AGREEMENT.
WHEREAS, the Miami Beach Redevelopment Agency (the "RDA") is a public
body 'corporate and politic, which owns that certain project commonly known as the
"Anchor Shops", containing a garage and ground floor retail spaces located in the area
bounded by Washington Avenue and Collins Avenue, in the proximity of 16th Street; and
WHEREAS, pursuant to a Professional Service Agreement with the City of Miami
Beach (the "City"), CBRE, Inc. is authorized to provide real estate brokerage services for
the City, and served as the listing agent for the ground floor retail space at the Anchor
Shops, located at 1560 Collins Avenue, Suite 3-4 (Premises); and
WHEREAS, as a prospective tenant for the Premises, CBRE has identified Open
Vision One, LLC, a Florida limited liability company (Tenant); and
WHEREAS, Tenant will be retaining Chef Soumen Banerjee, who has most
recently been the Director of Culinary Development for Carnival Cruise Lines for over 23
years; and
WHEREAS, as part of lease negotiations, the Tenant provided a sample menu,
marketing materials, and financial statements, which are set forth as exhibits to the City
Commission Memorandum accompanying this Resolution; and
WHEREAS, subsequent to negotiations, the Tenant executed a Letter of Intent
containing the basic terms and conditions outlined below:
Premises: 1560 Collins Avenue, Suite 3-4, Miami Beach, Florida 33139;
Size: Approximately 4,236 rentable square feet;
Term: Nine (9) years and Three-Hundred Sixty-Two (362) days;
Renewal Options: None;
Lease Commencement Date: The Lease Commencement will be date Landlord
delivers possession of the Premises to Tenant;
Rent Commencement Date: The Rent Commencement Date shall be the earlier
of: (1) 180 days following the Lease Commencement Date or (2) the date any
portion of the Premises opens for business;
Base Rental Rate: $75.00 per rentable square foot, plus applicable sales tax;
$317,700 per year; $26,475 per month;
Percentage Rent: Six percent (6%) over the natural breakpoint of$5,295,000 for
first Lease Year, and resets again each subsequent Lease Year, based upon the
Base Rent for each subsequent Lease Year;
Annual Rent Increases: The base rental rate shall be increased by three percent
(3%) annually;
Lease Basis: Tenant shall pay its pro rata share of Real Property Taxes, Property
Insurance and Common Area Maintenance for the Project. Tenant's pro rata share
shall be determined based upon the ratio of Tenant's floor area to the total floor
area of all the retail space in the project; current estimate for NNN costs are $14.00
per square foot;
Prepaid Rent: First month's rent, including sales tax, in the amount of$28,100;
Security Deposit: The amount of$66,918.22 shall be due upon execution of the
Lease documents, in addition to first month's rent;
Guarantor: Full personal guaranty shall be required by all owners and spouses;
Utilities: Tenant shall be responsible for the cost of its utilities (electricity, trash
removal, and water and sewer expense);
Construction Allowance: Tenant shall accept the premises in "AS-IS" condition
and shall perform any necessary work at its sole cost and expense, including the
installation of DERM-approved grease traps;
Use: Tenant shall use the Leased Premises solely for the purpose of operating a
fine dining restaurant; and will be permitted to sell liquor for on-premises
consumption so long as Tenant obtains all the necessary licenses and approvals
from the governing municipalities; provided that the primary use of the Premises
cannot be a lounge bar or primarily serve Cuban or Latin cuisine; and
WHEREAS, in the event, the Tenant desires to use the exterior area, adjacent to
a portion of the Interior Premises, Tenant shall be required to execute a Concession
Agreement and the square footage allowable shall be subject to approval by the
Executive Director, as well as all other governmental City approvals; with the additional
square footage being subject to the current base rent rate, operating expenses and
applicable sales tax for the year implemented; and
WHEREAS, the Letter of Intent was submitted at the May 27, 2022 Finance and
Economic Resiliency Committee (FERC) meeting and the FERC recommended in favor
of approving a new lease with Open Vision One, LLC based upon the terms and
conditions outlined herein; and
WHEREAS, per the Agreement with CBRE, the City will be obligated to pay a
leasing commission equal to six percent (6%) of the gross aggregate base rent over the
initial five years of the lease;therefore, based on the initial five-year gross aggregate base
rent of$1,686,712.45, a leasing commission of$101,202.75 will be split between CBRE
and the Tenant's broker, Keyes Commercial; and
WHEREAS, the City will be paying 50% of the commission ($50,601.37) upon
lease execution and 50% upon occupancy of the Premise and rent commencement; and
WHEREAS, based upon the competitive rental rate and the favorable lease terms,
the. Administration recommends accepting the recommendation of the FERC and
approving, in substantial form, the proposed new lease agreement, incorporated herein
by reference and attached to the City Commission Memorandum accompanying this
Resolution as Composite Exhibit "E".
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRPERSON AND
MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY,that the Chairperson
and Members of the Miami Beach Redevelopment Agency hereby accept the
recommendation of the City's Finance and Citywide Projects Committee, and approve, in
substantial form, a lease agreement between the Miami Beach Redevelopment Agency
(RDA) (Landlord) and Open Vision One, LLC (Tenant), for use of approximately 4,236
square feet of ground floor retail space at the Anchor Shops and Garage, as a fine dining
restaurant, located at 1560 Collins Ave, Suite Nos. 3-4 (Premises), for a term of nine (9)
years and three-hundred and sixty-two (362) days; and further authorize the Executive
Director and Secretary to execute the final lease agreement.
PASSED and ADOPTED this -20 day of J " 2022.
ATTEST: Dan Gelber, Chairperson
JUL 2 5 2022 -e ^' 9.�'.,
Ra el E. ranado, Secretary
IRCORP DRAPED.•'
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
`^ '
City Attorney i Date
Redevelopment Agency -RDA 2.
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: July 20, 2022
SUBJECT:A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY (RDA), ACCEPTING THE
RECOMMENDATION OF THE CITY'S FINANCE AND CITYWIDE
PROJECTS COMMITTEE, AND APPROVING, IN SUBSTANTIAL FORM, A
LEASE AGREEMENT BETWEEN THE RDA (LANDLORD) AND OPEN
VISION ONE, LLC (TENANT),, FOR USE OF APPROXIMATELY 4,236
SQUARE FEET OF GROUND FLOOR RETAIL SPACE AT THE ANCHOR
SHOPS AND GARAGE, AS A FINE DINING RESTAURANT, LOCATED AT
1560 COLLINS AVE, SUITE NOS. 3-4 (PREMISES), FOR A TERM OF NINE
(9) YEARS AND THREE-HUNDRED AND SIXTY-TWO (362) DAYS; AND
FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR AND SECRETARY
TO EXECUTE THE FINAL LEASE AGREEMENT.
SUPPORTING SURVEY DATA
N/A
FINANCIAL INFORMATION
The proposed Lease represents a fiscal impact of$50,601.37 in FY 2022.
Amount(s)IAccount(s):
Funding for this has been appropriated in the following account:
011-0534-000312-25-404-534-00-00-00-
Applicable Area
South Beach
Is this a"Residents Right Does this item utilize G.O.
to Know" item. pursuant to Bond Funds?
City Code Section 2-14?
No No
Legislative Tracking
Facilities and Fleet Management
Page 1361 of 1502
ATTACHMENTS:
Description
D memo
D Resolution
o Exhibit A
D Exhibit B
D Exhibit C
D Exhibit D
o Exhibit E
Page 1362 of 1502
MIAMIBEACH
City of Miami Beach, 1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamibeachfl.gov
REDEVELOPMENT AGENCY MEMORANDUM
TO: Chairperson and Members of the Miami Beach Redevelopment
Agency
FROM: Aline T. Hudak, City Manager
DATE: July 20, 2022
SUBJECT: A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE
MIAMI BEACH REDEVELOPMENT AGENCY (RDA), ACCEPTING THE
RECOMMENDATION OF THE CITY'S FINANCE AND CITYWIDE
PROJECTS COMMITTEE,AND APPROVING,IN SUBSTANTIAL FORM,
A LEASE AGREEMENT BETWEEN THE RDA(LANDLORD)AND OPEN
VISION ONE, LLC (TENANT), FOR USE OF APPROXIMATELY 4,236
SQUARE FEET OF GROUND FLOOR RETAIL SPACE AT THE
ANCHOR SHOPS AND GARAGE, AS A FINE DINING RESTAURANT,
LOCATED AT 1560 COLLINS AVE, SUITE NOS. 3-4(PREMISES), FOR
A TERM OF NINE(9)YEARS AND THREE-HUNDRED AND SIXTY-TWO
(362) DAYS; AND FURTHER AUTHORIZING THE EXECUTIVE
DIRECTOR AND SECRETARY TO EXECUTE THE FINAL LEASE
AGREEMENT.
BACKGROUND
The Miami Beach Redevelopment Agency(the"RDA")and Cadiac, Inc. ("Former Tenant")
were parties to a retail lease dated June 11, 1998, for 4,236 square feet of retail space,
located at 1560 Collins Avenue, Suites 3-4, Miami Beach, Florida 33139(the"Premises").
The lease was most recently renewed on October 1, 2019 and extended through
September 29, 2023. Cadiac, Inc. breached its lease by failing to remit rent payments
and was served with a Notice of Termination of Tenancy wherein the RDA requested
payment of rent or termination of the tenancy as of July 31, 2021.
The City, on behalf of the RDA, began marketing the space for lease in August 2021
through the services of City-approved brokerage firm, CBRE. In order to obtain current
and accurate market rental data, the City relied upon a recently procured certified
appraisal by Cushman & Wakefield, which provided a Market Rent Analysis, dated
November 2, 2020 which is attached hereto as Exhibit q (Market Rent Analysis). As
contained in the Analysis, the current market rent for comparable space is $75.00 per
square foot, on a triple net(NNN) basis.
The Administration identified the following three (3) primary leasing objectives in
procuring a new Tenant for the Premises: 1) a Tenant which would provide a positive
impact on the Anchor Shops property for the local market, as well the variety of upscale
hotels along Collins Avenue(i.e. Lowe's, etc.); 2)a Tenant with a successful track record
and a high likelihood of being successful at the Premises and;3)a lease agreement which
includes terms and conditions providing the greatest financial return to the City.
Page 1363 of 1502
Commission Memorandum
Anchor Shops—New Restaurant Lease
Page 2 of 5
After negotiations, the prospective Tenant executed a Letter of Intent (LOI), attached
hereto as Exhibit B, containing the basic terms and conditions outlined below.
Landlord: Miami Beach Redevelopment Agency(RDA)
Tenant: Entity name:Open Vision One LLC,a Florida limited
liability company
Premises: +/- 4,236 square foot Premises located at 1560
Collins Ave, Suites 3-4, Miami Beach, FL 33139
In the event, the Tenant desires to use the
outdoor exterior area adjacent to a portion of
the Interior Premises, Tenant shall be required
to execute a Concession Agreement and the
square footage allowable shall be subject to
approval by the Executive Director,as well as all
other required governmental approvals. The
additional square footage shall be subject to the
current base rent rate, operating expenses and
applicable sales tax for the year implemented.
Term: Nine (9) years and Three-Hundred Sixty-Two (362) days
Renewal Options: None
Lease Commencement: The Lease Commencement Date will be date Landlord
delivers the Premises to Tenant.
Rent Commencement: The Rent Commencement Date will be: 1)the earlier of one
hundred and eighty (180) days from Lease
Commencement Date; or 2) the date any portion of the
Premises opens for business.
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: Tenant shall pay its pro rata share of Real Property Taxes, Property
Insurance and Common Area Maintenance for the Project. Tenant's pro
rata share shall be determined based upon the ratio of Tenant's floor
area to the total floor area of all the retail space in the project (to be
further clarified in the Lease). Current estimate for NNN Costs are
$14.00 per square foot.
Prepaid Rent: Tenant shall be required to pay the first month's gross rent in the
amount of$33,459.11 which shall be due upon lease execution.
Page 1364 of 1502
Commission Memorandum
Anchor Shops—New Restaurant Lease
Page 3of5
Percentage Rent: Six percent (6%) over the Natural Breakpoint of $5,295,000 for year
one and resets again each subsequent Lease Year,based upon the Base
Rent for each subsequent Lease Year. Natural Breakpoint means the
Annual Base Rent for the Lease Year divided by six percent (6%).
Security Deposit: The amount of $66,918.22 (subject to Landlord's review of
Tenant's financials and credit report) shall be due upon
execution of the Lease documents, in addition to first month's
rent.
Guarantor: Full personal guaranty shall be required by all owners and spouses.
Financial Statements: This proposal is subject to Landlord's review and approval
of Tenant's financial statements.
Utilities: Tenant shall be responsible for the cost of its utilities (electricity, trash
removal, and water and sewer expenses)
Construction Allowance: Tenant shall accept the premises in "AS-IS" condition and
shall perform any necessary work at its sole cost and
expense, including the installation of DERM-approved grease
traps.
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: Tenant shall use the Leased Premises solely for the purpose of a high-end,fine
dining restaurant and for no other use or purpose. Tenant shall be allowed to
sell liquor for on-premises consumption so long as Tenant obtains all the
necessary licenses and approvals from the governing municipalities. The
permitted uses, as primary businesses, at the Premises shall not include a
cocktail lounge or a theme that is primarily Cuban or Latin Food.
Agency Disclosure: Danny Diaz with CBRE, INC. represents the Landlord and
Michael Litsky/ Ombretta Mancini with Keyes Commercial shall
represent the Tenant in this transaction. Landlord shall pay a
commission to CBRE in accordance with the Listing Agreement.
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.
• As contained in said Letter of Intent,the Base Rental Rate is$75.00 per square foot, with
three percent (3%) annual increases. The Operating Expenses for the Anchor Shops
Page 1365 of 1502
Commission Memorandum
Anchor Shops—New Restaurant Lease
Page 4 of 5
building are estimated at$14.00 per square foot for 2022. The schedule of Base Rent and
Operating Expenses due over the initial term are illustrated in the following chart:
Sq.ae Feet 4,236
Rent PSF: $7500
Inmeasec 3%
CA/4 S14.00
PSF Penal Mm1N, PSF A nua Est Honda Mmwl�,xh Ban Annual Dao Rent&
OPeeaun9 Ren6
Base Reg Saw Heal Base Hot °P"atiliWens& 0 IS. . 13H.M.
Expenses Expenses
Year
375.00 3317;00.00 326,415.00 S14.00 359304.00 64942.00 331,417.00 3377,004.00
37125 3327231.00 317,269.255 51442 561,083.32 35,09026 33235931 5381,304.12
3 579.51 S331,041.93 528,087.33 314.85 562.915.61 35,142.91 33333030 3399,963.54
4 63195 3341,159.31 628,92995 31530 364,103.08 55,40026 534,33020 3411,962.45
5 394.41 3351,514.15 029.?94.15 315.76 366,741.11 35,54226 335,360.11 3424,32132
6 38695 3368,3013' 330691.18 31623 368,14939 35,129.13 534,420.91 3431,050.96
38955 3379150.41 33 61253 51612 570,81108 35931.01 331,513.54 5450,362.49
9 592.24 5390?30.93 53256091 51722 371936.44 36,079.04 33863195 3463,66,31
9 595.01 5402,45205 333,537.'4 317.73 375,124.53 $616038 339,191.12 347'5''39
10 597.86 341111937 534,259.95 31821 S7131827 56,448.19 540,109.14 3489,491.64
TOTAL $3,638,667.39 $679,853.90 $4,318,521.29
The Leasing Brokerage Commission shall be in accordance with the City-approved
Brokerage Agreement: four percent (4%) of the Base Rent, payable to the Broker in two
payments, fifty percent (50%) upon lease execution and fifty percent (50%) upon •
occupancy of the premises by Tenant and rent commencement. In the event Tenant is
represented by a broker, Consultant shall be paid three percent(3%)of the Base Rent,and
Tenant's broker shall be paid three percent(3%)of the Base Rent.
Tenant is represented by Keyes Commercial,which shall be paid their share of the leasing
commission, in accordance with a separate commission agreement. The leasing
commission shall be equal to three percent(3%)of the aggregate Annual Base Rent over
the initial term of the lease. Accordingly, CBRE shall be paid a Leasing Brokerage
Commission in accordance with the above terms and as detailed below:
$1,686,712.45 (Term (5Y))x 6% = $101,202.75. ($50,601.37 total paid in FY 2022 and
$50,601.37 total paid in FY 2023)
ANALYSIS
Under the previous Lease for this space, the Former Tenant was paying a total rent of
$375,952.68 annually (including operating expenses) during the final lease year. The
Lease was subject to three percent annual increases during its term. The proposed lease
provides for a base rental rate of $75.00 per square foot, plus estimated operating
expenses of$14.00 per square foot or$377,004 annually. The base rent will be increased
•
Page 1366 of 1502
Commission Memorandum
Anchor Shops—New Restaurant Lease
Page 5 of 5
by three percent(3%) annually. The proposed rent structure over the nine-year term will
bring the City an estimated $4.3M over the term of the lease. It is also crucial to note that
Tenant will be making a large investment with a floor-to-ceiling redesign of the Premises
(Exhibit D) as they convert a formal retail space to a new, fine-dining venue at Tenant's
expense. The Rent Commencement Date will be effective the earlier of 1) 180 days from
the Lease Commencement Date or 2) the date any portion of the Premises opens for
business to allow Tenant time to secure permits and build-out their space. Open Vision
One, LLC will be bringing Chef Soumen Banerjee who has most recently been the Director
of Culinary Development for Carnival Cruise Lines for over 23 years(Exhibit C).
Finance and Economic Resiliency Committee (FERC) Recommendation
This item was discussed at the May 27, 2022 Finance and Economic Resiliency
Committee (FERC) meeting. The Committee recommended in favor of approving a new
lease with Open Vision One, LLC containing the terms and conditions outlined above.
Fiscal Impact
The proposed lease represents a fiscal impact of $101,202.75, to be paid in two
installments$50,601.37 total paid in FY 2022 and $50,601.37 total paid in FY 2023.
Funding for this necessary service fee has been appropriated in the following account:
011-0534-000312
CONCLUSION
The Administration recommends the Chairperson and Members of the Miami Beach
Redevelopment Agency accept the recommendation form the Finance and Economic
Resiliency Committee, approving a new lease agreement with Open Vision One, LLC to
bring a fine dining restaurant to the Anchor Shops and Garage.
Exhibits:
Resolution
A - Market Rent Analysis—Cushman &Wakefield
B - CBRE—Letter of Intent(LOI)
C -Chef Soumen Banerjee
D - Interior Design Concept
E - Lease Agreement in Substantial Form
Page 1367 of 1502
CUSH MAN
Ill IWAKEFIELD
APPRAISAL OF REAL PROPERTY
1550 Collins Avenue, Unit 1
Miami Beach, Miami-Dade County, FL 33139
IN A MARKET RENT STUDY
As of October 30,2020
Prepared For:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Fl 33139
Prepared By:
Cushman&Wakefield Regional, Inc.
Valuation&Advisory
225 NE Mizner Blvd., Suite 300
Boca Raton, FL 33432
Cushman&Wakefield File ID:20-48007-900422-001
CUSHMAN&WAKEFIELD REGIONAL,INC.
225 NE MIZNER BLVD.,SUITE 300
BOCA RATON,FL 33432
r-
1
� i'
}� '3
ri•::.,
- itr
i
4
1550 Collins Avenue, Unit 1
1550 Collins Avenue, Unit 1
Miami Beach, Miami-Dade County,FL 33139
Page 1372 of 1502 CUSHMAN&WAKEFIELD
C U S H M A N & 225 NE Mizner Blvd.,Suite 300
• (�I I WAKEFIELD BocaRaton,FL 33432
Tel el +1 (954)771-0800
cushmanwakefield.com
November 02, 2020
Mr.Jimmy L. Morales
City of Miami Beach
CIO Fairholme Holdings LLC
1700 Convention Center Drive
Miami Beach, Fl 33139
Re: Restricted Market Study Report
1550 Collins Avenue, Unit 1
Miami Beach, Miami-Dade County, FL 33139
Cushman&Wakefield File ID: 20-48007-900422-001
Dear Mr. Morales:
In fulfillment of our agreement as outlined in the Letter of Engagement, we are pleased to transmit our Restricted
Market Study Report which is intended to comply with the reporting requirements set forth under Standards Rule
2-2(b)of the Uniform Standards of Professional Appraisal Practice(USPAP). In accordance with USPAP, the use
of this report is restricted to the client only.
The report presents limited discussions of the data, reasoning, and analyses used in the appraisal process to
develop the appraiser's opinion of rental rate. It may not be understood without additional information in the
appraiser's work file. The depth of discussion contained in this report is specific to the needs of the client and for
the intended use stated in the following pages.
The subject property was not inspected by the appraiser per agreement with the client.
Client: Mr.Jimmy L. Morales
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Fl 33139
Intended User: In compliance with USPAP,the Client is the only Intended User.
Intended Use: This Restricted Market Study Report was prepared for the exclusive use
of the Client to determine market rent. Use of this report by others is not
intended by the appraiser.
i I
Page 1373 of 1502
Mr.Jimmy L.Morales Cushman&Wakefield Regional,Inc.
City of Miami Beach
November 2,2020
Page 4
Identification of the Real Estate: 1550 Collins Avenue, Unit 1
1550 Collins Avenue, Unit 1
{ Miami Beach, FL 33139
Current Use: The subject property consists of a 2,250 square foot retail space that is
located at the corner of Collins Avenue and 16th Street in Miami Beach,
FL. The space is located on the ground floor of a City of Miami Beach
parking garage that was completed in 1998. The property is currently �
occupied and leased by Liquor Lounge Café, Inc. The lease
commenced on January 1, 2009 and expires on December 31, 2020.
The current rental rate is$59.21 per square foot and the tenant currently
pays $7.98 per square foot in common area expenses. Based on our
analysis herein,the current rental rate is considered to be below market
levels, despite the current changes in market conditions due to the
ongoing Covid-19 pandemic.
Type of Value: Market Rent(defined later in this report)
Real Property Interest Valued: i Fee Simple
Current Ownership: CITY OF MIAMI BEACH
r.. Based on our review of Public Records and information the subject
Sales History:
property has not transferred over the past three years.
Current Disposition To the best of our knowledge,the property is not under contract of sale
nor is it being marketed for sale.
Date of Inspection: October 30,2020
Effective Date of Value: October 30,2020
1_Date of Report: November 02, 2020
Extraordinary Assumptions: This market rent study does not employ any extraordinary assumptions.
Hypothetical Conditions: This market rent study does not employ any hypothetical conditions.
Opinion of Market Rent: $75.00 per square foot,triple net(Market Rent As-Is on October 30,2020)
Exposure Time: 9 to 12 months
Market Study Definition
A macroeconomic analysis that examines the general market conditions of supply, demand, and pricing or the
demographics of demand for a specific area or property type. A market study may also include analyses of
construction and absorption trends(Dictionary of Real Estate Appraisal,4th Edition, page 176).
Page 1374 of 1502
Mr.Jimmy L.Morales Cushman&Wakefield Regional,Inc.
City of Miami Beach
November 2,2020
Page 5
Scope of Work
Scope of work is the type and extent of research and analyses involved in an assignment. To determine the
appropriate scope of work for the assignment,we considered the intended use of the market study, the needs of
the user, the relevant characteristics of the subject property, and other pertinent factors. We prepared this
independent and impartial appraisal of the property in conformance with the requirements of USPAP. The report
includes only the appraiser's conclusion and cannot be properly understood without reference to the appraiser's
file, which is maintained within our work file. The level of detail and depth of the analysis is considered to be
commensurate with the complexity of the property type and market conditions.
As part of this market study,a number of independent investigations and analyses were required,The agreed upon
Scope of Work included the following:
• Adrian M. Sanchez, MAI inspected the property and its environs.
• Collected primary and secondary data related to the subject.
• Investigated the general trends in the regional economy and local area.
• Investigated and analyzed rental data in the subjects market.
• Used generally accepted market-derived methods and procedures appropriate to the assignment.
• Set forth all assumptions and limiting conditions that affect the analysis, opinion and conclusions, as stated in
the report.
• Provided a signed certification in accordance with Standards Rule 2-3 of USPAP.
• Sufficient data, due diligence, and analysis are combined in this valuation to produce a reliable market rent
conclusion that serves the needs of the client.
This report is intended to comply with the reporting requirements outlined under USPAP for a Restricted Appraisal
Report. The report was also prepared to comply with the requirements of the Code of Professional Ethics of the
Appraisal Institute and the Financial Institutions Reform,Recovery and Enforcement Act of 1989(FIRREA),Title XI
Regulations.
Cushman &Wakefield Regional, Inc. has an internal Quality Control Oversight Program. This Program mandates
a"second read"of all appraisals.Assignments prepared and signed solely by designated members(MAIs)are read
by another MAI who is not participating in the assignment. Assignments prepared, in whole or in part, by non-
designated appraisers require MAI participation, Quality Control Oversight, and signature.
For this assignment,Quality Control Oversight was provided by Michael C. McNamara, MAI, MRICS. In addition
to a qualitative assessment of the Appraisal Report, Michael C. McNamara, MAI, MRICS is a signatory to the
Appraisal Report and concurs in the value estimate(s)set forth herein.
Report Option Description
USPAP identifies two written report options: Appraisal Report and Restricted Appraisal Report. This document is
prepared as a Restricted Appraisal Report in accordance with USPAP guidelines. The terms "describe,"
summarize,"and"state"connote different levels of detail,with"describe"as the most comprehensive approach and
"state" as the least detailed. As such, the following provides specific descriptions about the level of detail and
explanation included within the report:
Page 1375 of 1502
Mr.Jimmy L.Morales Cushman&Wakefield Regional,Inc.
City of Miami Beach
November 2,2020
Page 6
• States the real estate and/or personal property that is the subject of the appraisal,including physical,economic,
and other characteristics that are relevant
• States the type and definition of value and its source
• States the Scope of Work used to develop the appraisal
• States the information analyzed,the appraisal methods used, and the reasoning supporting the analyses and
opinions;explains the exclusion of any valuation approaches
• States the use of the property as of the valuation date
• States the rationale for the Highest and Best Use opinion (if included)
Page 1376 of 1502
1550 COLLINS AVENUE,UNIT 1 ASSUMPTIONS AND LIMITING CONDITIONS
Assumptions and Limiting Conditions
"Report" means the appraisal or consulting report and conclusions stated therein, to which these Assumptions and Limiting
Conditions are annexed.
"Property"means the subject of the Report.
"Cushman&Wakefield"means Cushman&Wakefield, Inc.or its subsidiary that issued the Report.
"Appraiser(s)"means the employee(s)of Cushman&Wakefield who prepared and signed the Report.
The Report has been made subject to the following assumptions and limiting conditions:
• No opinion is intended to be expressed and no responsibility is assumed for the legal description or for any matters that are
legal in nature or require legal expertise or specialized knowledge beyond that of a real estate appraiser.Title to the Property
is assumed to be good and marketable and the Property is assumed to be free and clear of all liens unless otherwise stated.
No survey of the Property was undertaken.
• The information contained in the,Report or upon which the Report is based has been gathered from sources the Appraiser
assumes to be reliable and accurate.The owner of the Property may have provided some of such information. Neither the
Appraiser nor Cushman&Wakefield shall be responsible for the accuracy or completeness of such information, including
the correctness of estimates, opinions, dimensions, sketches, exhibits and factual matters. Any authorized user of the
Report is obligated to bring to the attention of Cushman&Wakefield any inaccuracies or errors that it believes are contained
in the Report.
• The opinions are only as of the date stated in the Report.Changes since that date in external and market factors or in the
Property itself can significantly affect the conclusions in the Report.
• The Report is to be used in whole and not in part.No part of the Report shall be used in conjunction with any other analyses.
Publication of the Report or any portion thereof without the prior written consent of Cushman &Wakefield is prohibited.
Reference to the Appraisal Institute or to the MAI designation is prohibited.Except as may be otherwise stated in the letter
of engagement, the Report may not be used by any person(s) other than the party(ies)to whom it is addressed or for
purposes other than that for which it was prepared.No part of the Report shall be conveyed to the public through advertising,
or used in any sales, promotion, offering or SEC material without Cushman & Wakefield's prior written consent. Any
authorized user(s)of this Report who provides a copy to,or permits reliance thereon by,any person or entity not authorized
by Cushman&Wakefield in writing to use or rely thereon, hereby agrees to indemnify and hold Cushman&Wakefield, its
affiliates and their respective shareholders, directors, officers and employees, harmless from and against all damages,
expenses, claims and costs, including attorneys'fees, incurred in investigating and defending any claim arising from or in
any way connected to the use of,or reliance upon,the Report by any such unauthorized person(s)or entity(ies).
• Except as may be otherwise stated in the letter of engagement,the Appraiser shall not be required to give testimony in any
court or administrative proceeding relating to the Property or the Appraisal.
• The Report assumes (a)responsible ownership and competent management of the Property; (b)there are no hidden or
unapparent conditions of the Property,subsoil or structures that render the Property more or less valuable(no responsibility
is assumed for such conditions or for arranging for engineering studies that may be required to discover them); (c)full
compliance with all applicable federal, state and local zoning and environmental regulations and laws, unless
noncompliance is stated,defined and considered in the Report;and(d)all required licenses,certificates of occupancy and
othergovemmental consents have been or can be obtained and renewed for any use on which the value opinion contained
in the Report is based.
• The physical condition of the improvements considered by the Report is based on visual inspection by the Appraiser or
other person identified in the Report. Cushman & Wakefield assumes no responsibility for the soundness of structural
components or for the condition of mechanical equipment,plumbing or electrical components.
• The forecasted potential gross income referred to in the Report may be based on lease summaries provided by the owner
or third parties.The Report assumes no responsibility for the authenticity or completeness of lease information provided by
others. Cushman&Wakefield recommends that legal advice be obtained regarding the interpretation of lease provisions
and the contractual rights of parties.
Page 1377 of 1502 CUSHMAN&WAKEFIELD 1
1550 COLLINS AVENUE,UNIT 1 ASSUMPTIONS AND LIMITING CONDITIONS
• The forecasts of income and expenses are not predictions of the future. Rather,they are the Appraiser's best opinions of
current market thinking on future income and expenses.The Appraiser and Cushman &Wakefield make no warranty or
representation that these forecasts will materialize.The real estate market is constantly fluctuating and changing. It is not
the Appraiser's task to predict or in any way warrant the conditions of a future real estate market; the Appraiser can only
reflect what the investment community, as of the date of the Report, envisages for the future in terms of rental rates,
expenses,and supply and demand.
• Unless otherwise stated in the Report,the existence of potentially hazardous or toxic materials that may have been used
in the construction or maintenance of the improvements or may be located at or about the Property was not considered in
arriving at the opinion of value. These materials (such as formaldehyde foam insulation, asbestos insulation and other
potentially hazardous materials)may adversely affect the value of the Property.The Appraisers are not qualified to detect
such substances. Cushman&Wakefield recommends that an environmental expert be employed to determine the impact
of these matters on the opinion of value.
• Unless otherwise stated in the Report, compliance with the requirements of the Americans with Disabilities Act of 1990
(ADA)has not been considered in arriving at the opinion of value. Failure to comply with the requirements of the ADA may
adversely affect the value of the Property. Cushman&Wakefield recommends that an expert in this field be employed to
determine the compliance of the Property with the requirements of the ADA and the impact of these matters on the opinion
of value.
• If the Report is submitted to a lender or investor with the prior approval of Cushman&Wakefield,such party should consider
this Report as only one factor,together with its independent investment considerations and underwriting criteria,in its overall
investment decision. Such lender or investor is specifically cautioned to understand all Extraordinary Assumptions and
Hypothetical Conditions and the Assumptions and Limiting Conditions incorporated in this Report.
• In the event of a claim against Cushman & Wakefield or its affiliates or their respective'officers or employees or the
Appraisers in connection with or in any way relating to this Report or this engagement,the maximum damages recoverable
shall be the amount of the monies actually collected by Cushman&Wakefield or its affiliates for this Report and under no
circumstances shall any claim for consequential damages be made.
• If the Report is referred to or included in any offering material or prospectus, the Report shall be deemed referred to or
included for informational purposes only and Cushman &Wakefield, its employees and the Appraiser have no liability to
such recipients.Cushman&Wakefield disclaims any and all liability to any party other than the party that retained Cushman
&Wakefield to prepare the Report.
• Any estimate of insurable replacement cost/insurable value,if included within the agreed upon scope of work and presented
within this report, is based upon figures derived from a national cost estimating service and is developed consistent with
industry practices. However, actual local and regional construction costs may vary significantly from our estimate and
individual insurance policies and underwriters have varied specifications,exclusions,and non-insurable items.As such,we
strongly recommend that the Client obtain estimates from professionals experienced in establishing insurance coverage for
replacing any structure.This analysis should not be relied upon to determine insurance coverage. Furthermore,we make
no warranties regarding the accuracy of this estimate.
• Any estimate of actual cash value, if included within the agreed upon scope of work and presented within this Report, is
based upon an agreed upon procedure with the client as identified by the client within their definition. C&W makes no
warranties regarding the accuracy or relevance of this estimate.
• Unless otherwise noted,we were not given a soil report to review.However,we assume that the soil's load-bearing capacity
is sufficient to support existing and/or proposed structure(s).We did not observe any evidence to the contrary during our
physical inspection of the property. Drainage appears to be adequate.
• Unless otherwise noted,we were not given a title report to review.We do not know of any easements,encroachments, or
restrictions that would adversely affect the site's use. However, we recommend a title search to determine whether any
adverse conditions exist.
• Unless otherwise noted,we were not given awetlands survey to review.If subsequent engineering data reveal the presence
of regulated wetlands,it could materially affect property value.We recommend a wetlands survey by a professional engineer
with expertise in this field.
• Unless otherwise noted, we observed no evidence of toxic or hazardous substances during our inspection of the site.
However,we are not trained to perform technical environmental inspections and recommend the hiring of a professional
engineer with expertise in this field.
• Page 1378 of 1502 CUSHMAN&WAKEFIELD 2
1550 COLLINS AVENUE,UNIT 1 ASSUMPTIONS AND LIMITING CONDITIONS
• Unless otherwise noted,we did not inspect the roof nor did we make a detailed inspection of the mechanical systems.The
appraisers are not qualified to render an opinion regarding the adequacy or condition of these components. The client is
urged to retain an expert in this field if detailed information is needed.
• By use of this Report each party that uses this Report agrees to be bound by all of the Assumptions and Limiting Conditions,
Hypothetical Conditions and Extraordinary Assumptions stated herein.
Page 1379 of 1502 CUSHMAN&WAKEFIELD 3
1550 COLLINS AVENUE,UNIT 1 CERTIFICATION
Certification
We certify that,to the best of our knowledge and belief:
• The statements of fact contained in this report are true and correct.
• The reported analyses,opinions,and conclusions are limited only by the reported assumptions and limiting conditions,and
are our personal,impartial,and unbiased professional analyses,opinions,and conclusions.
• We have no present or prospective interest in the property that is the subject of this report, and no personal interest with
respect to the parties involved.
• We have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment.
• Our engagement in this assignment was not contingent upon developing or reporting predetermined results.
• Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined
value or direction in value that favors the cause of the client,the amount of the value opinion,the attainment of a stipulated
result,or the occurrence of a subsequent event directly related to the intended use of this appraisal.
• The reported analyses,opinions, and conclusions were developed, and this report has been prepared, in conformity with •
the requirements of the Code of Professional Ethics & Standards of Professional Appraisal Practice of the Appraisal
Institute,which include the Uniform Standards of Professional Appraisal Practice.
• The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized
representatives.
• The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized
representatives.
• Adrian M. Sanchez, MAI did make a personal inspection of the property that is the subject of this report. Michael C.
McNamara,MAI,MRICS did not make a personal inspection of the property that is the subject of this report.
• We have not performed prior services (an appraisal or market study) involving the subject property within the three-year
period immediately preceding the acceptance of the assignment.
• No one provided significant real property appraisal assistance to the persons signing this report.
• As of the date of this report, Michael C. McNamara, MAI, MRICS and Adrian M. Sanchez, MAI have completed the
continuing education program for Designated Members of the Appraisal Institute.
• Our analyses, opinions, or conclusions were developed and this report has been prepared in conformity with the
requirements of the State of Florida for State-certified appraisers.
• The use of this report is subject to the requirements of the State of Florida relating to review by the Real Estate Appraisal
Subcommittee of the Florida Real Estate Commission.
Michael C. McNamara, MAI, MRICS Adrian M. Sanchez, MAI
Executive Director Senior Director
State-Certified General Real Estate Appraiser State-Certified General Real Estate Appraiser
No. RZ 2105 No. RZ 3239
Michael.McNamara@cushwake.com Adrian.Sanchez@cushwake.com
(954)958-0818 Office Direct (954)377-0450 Office Direct
Page 1380 of 1502 CUSHMAN&WAKEFIELD 4
1550 COLLINS AVENUE,UNIT 1 ADDENDA CONTENTS
Addenda Contents
Addendum A: Valuation Addendum
Addendum B: Qualification of the Appraisers
Page 1381 of 1502 CUSHMAN&WAKEFIELD 5
1550 COLLINS AVENUE,UNIT 1 ADDENDA CONTENTS
Addendum A: Valuation Addendum
Page 1382 of 1502 CUSHMAN&WAKEFIELD
1550 COLLINS AVENUE,UNIT 1 LAND VALUATION
Valuation Addendum
AERIAL PHOTOGRAPH OF SUBJECT SITE
16TH S1
1111
Market Participant Discussions Regarding Underwriting of Retail Space in South Beach
We have relied upon discussions with market participants in determining how the market is currently underwriting
assets in South Beach.Additionally,we have included retail broker discussions with regard to current demand on
South Beach.
• Based on conversations Greg Masin of Cushman &Wakefield of Florida's retail brokerage group, who is
active on Lincoln Road Mall demand for retail space has decreased over the past several years on Lincoln
Road. He indicated that leases have recently been signed between $200.00 to $250.00 per square foot •
over the past year on Lincoln Road. He indicated that typically little tenant improvement allowances are
given out to tenants on this street unless it is first generation space. Retail spaces off of Lincoln Road Mall
command less in rent than those fronting Lincoln Road and he indicated that demand for these side street
leases have increased over the past several years, but not as much as Lincoln Road fronting space. He
indicated that tenants signing leases along Lincoln Road factor in the branding and marketing that are
associated with Lincoln Road frontage and less on the real estate metrics involved in whether the lease
makes sense from a real estate standpoint. Note that since Covid-19 began he has not-witnessed any
changes in rental rates on Lincoln Road and/or on South Beach in general. He noted that there has been
a lot of activity marketwide for well located retail spaces, as retailers are positing themselves to"lock in"a
good location or space under current market conditions, which some retailers view as temporary. These
are mostly food and beverage outlets.He also noted that current negotiations have given way to the thought
Page 1383 of 1502 CUSHMAN&WAKEFIELD 7
1550 COLLINS AVENUE,UNIT 1 LAND VALUATION
of percentage rent in the near term with a fixed rental rate amount in the future; however, these are not
concrete and no deals have been done on these terms to date.
• We also spoke with Frank Begrowicz, a retail broker with Cushman & Wakefield of Florida, who is also
active on Lincoln Road.He noted that an average retailer on the road will have sales roughly around$1,200
per square foot and based on those sales they can afford to pay in the mid to low-$200 per square foot
range in rents. He noted that rents have stabilized and even declined over the past year after increasing
significantly over the past several years and that rents peaked several years ago. Regarding large spaces
in comparison to smaller spaces on Lincoln Road,he indicated that there does not appear to be a significant
difference in relation to rental rates. Although, he noted that there have been few deals at this price point
and for this large of a space. He also indicated that several landlords in the area have attempted to convert
hard corners into one single space and sign a national credit tenant to take the entire space and pay Lincoln
Road fronting retail rents and few of these deals have occurred.The tenants that are fronting Lincoln Road
and that are actively seeking spaces to lease on this street are national(or global)credit tenants,whereby
the side streets will most likely be filled with non-credit tenants like restaurateurs.
• With regard to side street space, or space located off of Lincoln Road (i.e. the subject side ground floor
space)he noted that little to no side street deals have occurred over the past year and most of the tenants
that used to be on Lincoln Road that were not national/globaltrands have left the market and have moved
to the mainland. In terms of side street rental rates he noted that short terms leases were being signed
between $45.00 to$80.00 per square foot,with some up to$100.00 per square foot on a triple net basis.
He noted that if a space is delivered as a vanilla shell that is considered more desirable for prospective
tenants in the market due to the associated downtime costs and for space that is not (which is a majority
of the vacant space in the market). He also noted that market rent for the smaller ground floor retail spaces
along Collins Avenue(south of Lincoln Road)were being underwritten and would lease in the low$100 per
square foot range prior to the Covid-19 pandemic.The area south of Lincoln Road along Collins Avenue is
pedestrian nature with a large number of people visting the local area(pre-Covid-19).
• The expenses at various retail buildings(particularly those that have recently sold)have become an issue
for some tenants that are currently looking for space in the market, with reassessments of properties and
the subsequent increases in real estate taxes being the largest issue in terms of expenses increases in the
area.He noted that buildings that have not traded recently will have an advantage to those that have based
on a lower per square foot expense amount.
• Regarding landlord allowances for retail space in South Beach, Mr. Begrowicz noted that few spaces are
given tenant improvement allowances and most landlords prefer to offer a small amount of free rent of one
or two months(if any).
• Additionally,he noted that few landlords in the market are currently offering tenant improvement allowances
for vacant spaces, rather they are offering several months of free rent in lieu of tenant improvement
allowance.He also noted that the market has slowed over the past year in terms of rental rate growth based
on the decline in demand from Latin America.
Page 1384 of 1502 CUSHMAN&WAKEFIELD 8
1550 COLLINS AVENUE,UNIT 1 LAND VALUATION
RETAIL LEASE COMPA- A BLES - MIAMI BEACH
PROPERTY INFORMATIO LEASE INFORMATION
_ W
co
coy
Q g y W WQ Q f- f' a N
Property Name Z Q g a W W E W W W
NO. Address,City,State I Z —i c J I- z re COMMENTS
1 Meridian Avenue&17th Street Confidential- 6/20 4,400 10.0 $70.00 3.0% Net This is a second generation space retail space and a signed letter of intent with
Mani Beach LOI a restaurant operator.The landlord was to provide$90.00 psf in tenant
improvement allowance to reconfigure the space.
__
2 Alton Road&17th Street Confidential 1/20 1,600 4.0 $95.00 3.0% Net This is a first generation space retail space.
Miami Beach
3 Alton Road&17th Street Confidential 12/19 3,600 10.0 $135.00 3.0% Net This is a first generation space retail.
Mani Beach
4 West Avenue Retail Confidential 8/18 5,000 5.0 $60.00 3.0% Net This space was leased to a restaurant tenant and is a second generation
Man Beach, space.
5 3400 Collins Avenue Confidential 7/18 1,448 10.0 $80.00 3.0% Net This space is located north of Lincoln Road and has direct frontage on Collins
Miami Beach Avenue.It was leased to a retail tenant.
6 2000 Collins Avenue Confidential 12/17 5,675 10.0 $81.80 3.0% Net This space is located north of Lincoln Road and has direct frontage on Collins
Mani Beach Avenue.It was leased to a retail tenant.
STATISTICS
Low 12/17 1,448 Neg. $60.00
High 6/20 5,675 •Neg $135.00 '
Aoerage 3/19 3,621 Neg $86.97
Compiled by Cushman&Wakefield Regional,Inc.
Page 1385 of 1502 CUSHMAN&WAKEFIELD 9
1550 COLLINS AVENUE,UNIT 1 VALUATION ADDENDUM
Market Rent Conclusion
We have relied upon discussions with market participants, recent leases, as well as considering current market
conditions in determining a market rent for the subject space. We have considered that the subject space has a
good location on a good corner on Collins Avenue and that once the near term market conditions change it should
continue to be a good retail location.We have considered all of these variables in determining a market rent for the
subject.
MARKET RENT SYNOPSIS
TENANT CATEGORY Retail Rent
Market Rent $75.00
Lease Term (Years) 10
Lease Type(Reimbursements) Net
Contract Rent Increase Projection 3.00%
Tenant Improvements
New Leases $15.00
Renewal Leases $0.00
• Free Rent
New Leases 3 months
Renewal Leases none
Leasing Commissions
New Leases 5.00%
Renewal Leases 2.50%
• Compiled by Cushman&Wakefield Regional,Inc.
We have also considered that there are few leases being signed under market conditions and those that
are currently being negotiated are considering percentage rent over the next year and converting to a fix
rental rate once the Covid-19 pandemic ends.
Market Expense Comparables
We have relied on expense comparables of properties located in Miami Beach in determining market expenses for
the subject.The following chart illustrates these expenses.
'MULCT PROPERTY COMPAf1ABLES REVENUE AM)EXPENSE Af4ALYSIS
PropetlyCity ! Mani Beach ! •Mani Beech Mani Beach Marti Beach Mani Beach I Mani Beach
Year Built !11 1998 2000•e 2010e 1980's 1940's i 19213s
Property Type •Sub)ect Space Ratal Betel 0ffice974tai Office/Fetal 1 OffoelFClai
Rentable Square Feet -- 2,250 49768 36,957 20,688 53,835 20,171
Year of Record ( 2017 2017 2018 2019 2019
Actual/Budget/Annualised Actual Actual Actual Actual Actual
-sk
4 Y 1 fi 'Mid &
'3. -� f-r "
rnc�_ sc' -c .
AFC - rep= - %ml 1 -"Ski PSI %m Per %o P SBt -poi 1¢ NP
EFFSCTIVECROSS 1001E4E WA 675.80 100.0094 $48.561100.70% $26.05 1100.00%1 765.80 100.0016 $95.701100.009E 526..06 $95.70I 562.3E
QEN►TeG I ..:..
Insurance $2.50 -54.13 5.45% $1.591 3.27% 51.13I 4.34%1 5234 3.56%, $3.48 3.64% $1,13 $4.131 $2.53
Rapaire 6 M3ieene ce 1 55.00 56.92 9.13% 5228 4.70% f8.B5 26.29%! 54.3E 6.61% 51.05! 4.23% 62.28 I 58.92• f4.89
Management Flees S2.61 $2.02 2.86% $2.08� 4.28% 50.81 I 3.11%i $0A0 I 0,00%i1 $2.55 I 2.66%I 50.00 i $2.55 $1.49
00ier Expenses/1M.F%trOureables ..___ i ._._$0_20 $0.00 0.00% $0.37f 0.76%, 50.881 3.38%! 50.451 0.66%i $0.00 0.00%I $0.00 50.68 60.34
Tette Operating EYpaneea $10.31 $13.07 17.24%I 56.32 i 13.01%I $9.67 37.11%! $7.14 1 10.659.6i 710.08 110.53% $6.32• $13.07I 59.26
Real Estate Taxes(Based on Rotate Stare of Sub)ect Taxes) $1.70 $11.13, 14.68%1 53.70. 7.629E 55.27 20.22% $7.72 111.73%i 515.59 16.29% S3.70 1 $15.59 $6.68
TOTAL EXPOSES 61201 624.20' 31.93%; 410.02 ii 20.83141 514.64! 67.33% 514.8E 2268% 626.67 26A2%1 610.02 F 625.607 i 617.64
rag ammo .-_ L, MA 561.00 �___...._I 511.12.i }. p0.t0 I f(,1tt.i .._w 26l $44.45.
Page 1386 of 1502 CUSHMAN&WAKEFIELD
1550 COLLINS AVENUE,UNIT 1 VALUATION ADDENDUM
Addendum B: Qualification of the Appraisers
Page 1387 of 1502 CUSHMAN&WAKEFIELD
1111111k WAK FIELD
Michael C. McNamara, MAI, MRICS Executive Director
o- Valuation &Advisory
Practice Group Leader I Multifamily
Cushman&Wakefield Regional, Inc.
vloP
Professional Expertise
• Michael C. McNamara, MAI, MRICS, is an Executive Director and Multifamily Practice Group Co-
Leader within the Valuation&Advisory group of Cushman &Wakefield Regional, Inc. in Ft.
Lauderdale, Florida. Mr. McNamara joined Cushman &Wakefield in August 1998 as a Senior
Appraiser. In November of 2002, Mr. McNamara was named Director,was promoted to Senior
Director in June 2005 and was further promoted to Executive Director in January 2010. Prior to
joining Cushman &Wakefield, Mr. McNamara was employed by Landauer Real Estate Counselors as
a Director within their Valuation and Technical Services group from May 1995 through July 1998. He
was an Appraiser with American Realty Consultants from January 1993 to May of 1995 and an
Appraiser for Consolidated Appraisal Services from March 1992 through December 1992. From
October 1989 through March 1992 he was an appraiser with Pederson&Trask.
Since joining Cushman &Wakefield Regional, Inc., Mr. McNamara has performed appraisal,
feasibility and consulting assignments involving multifamily complexes, condominiums, vacant land,
office buildings, shopping centers, industrial, self storage and investment properties throughout 12
states and 11 different islands in the Caribbean. The majority of appraisal experience has been
concentrated in Florida and has been primarily for institutional investors, lending institutions,
attorneys and private investors.
Memberships, Licenses, Professional Affiliations and Education
• Designated Member,Appraisal Institute(MAI#11052).As of the current date, Michael McNamara,
MAI has completed the requirements of the continuing education program of the Appraisal
Institute.
• Member, Royal Institution of Chartered Surveyors(MRICS#1285269)
• Florida Licensed Real Estate Salesman (SL#553108)
• Certified General Real Estate Appraiser in the following states:
— Florida—RZ2105
• Bachelor of Arts, Rutgers University, Economics
Other Accomplishments and Awards
• Recipient,Valuation &Advisory Excellence in Quality Service Award for the Florida region, 1999
and 2006.
• Recognized, Top Valuation Service Professional in South Florida, 1999, 2002, 2003,2004, 2005,
2007, 2008, 2009, 2010 and 2013.
Page 1388 of 1502
•
• Recognized,Top Valuation Service Professional in the State of Florida, 2003, 2004 and 2005.
• Recognized, one of the top ten producers in South Florida, 2012
Testimony in Courts of Law and Quasi-Judicial Hearings
• United States Bankruptcy Court—Southern District—Fort Lauderdale, Florida
• United States Bankruptcy Court—Eastern District—Alexandria,Virginia
• Circuit Court of the 20th Judicial Circuit in Collier County, Naples, Florida
• Circuit Court of the 15th Judicial Circuit in Palm Beach County,West Palm.Beach, Florida
• Circuit Court of the 19th Judicial Court, St. Lucie County, St. Lucie, Florida
• Tax appeal hearings in Broward, Martin, and Miami-Dade Counties
Publications
• Market Watch, Fort Lauderdale, Florida"Self Storage in the Sunshine State", Mini-Storage
Messenger(May 2009)
• Market Watch, Orlando, Florida"Self Storage in the City Beautiful", Mini-Storage Messenger(May
2010)
• Market Watch, Tampa, Florida"A Ray of Hope", Mini-Storage Messenger(May 2011)
• Market Watch Sidebar, Florida Self Storage, "A Review of the Numbers" Mini-Storage Messenger
(April 2012)
• Market Watch, Jacksonville, Florida"Where Florida Begins", Mini-Storage Messenger(November
2012)
CUSHMAN&WAKEFIELD 2
Page 1389 of 1502
FLORIDA
N'r g RICK SCOTT,GOVERNOR JONATHAN ZACHEM,SECRETARY
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STATE OF FLORIDA
DEPARTMENT OF BUSINESS-AND PROFESSIONAL REGULATION
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EXPIRATION a,II a •7711"7 R 30,2020
Always verify licenses online at MyFloridaLicense.com
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CUSHMAN&WAKEFIELD 3
Page 1390 of 1502
CUSHMAN
III IWAKEFIELD
j Adrian M. Sanchez, MAI Senior Director
Valuation &Advisory
Cushman &Wakefield Regional, Inc.
Professional Expertise -
Adrian M. Sanchez, MAI is a Senior Director of Cushman&Wakefield Regional, Inc. (Cushman &
Wakefield)working within Valuation &Advisory. Mr. Sanchez joined Cushman &Wakefield in March
2003 as a Research Specialist within the Research Services Group. In June of 2003, Mr. Sanchez
joined the Valuation &Advisory group as a Staff Appraiser. Mr. Sanchez has received the Excellence
in Quality Service Award for the Valuation &Advisory group for the Florida region in 2006.
Since joining Cushman &Wakefield Regional, Inc., Mr. Sanchez has performed appraisal,feasibility
and consulting assignments involving residential complexes, condominiums,vacant land, office
buildings, shopping centers, industrial and investment properties throughout the State of Florida and
the Caribbean. The majority of appraisal experience has been concentrated in Florida and has been
primarily for institutional investors, lending institutions, attorneys and private investors.
Memberships, Licenses, Professional Affiliations and Education
• Designated Member,Appraisal Institute.As of the current date, Adrian M. Sanchez, MAI has
completed the requirements of the continuing education program of the Appraisal Institute.
• Certified General Real Estate Appraiser in the following states:
— Florida—RZ 3239
• Bachelor of Arts, University of Miami
Appraisal Education
• AB-1 —Real Estate Appraisal Principles
• AB-2—Mastering Real Estate Appraisal
• 310—Basic Income Capitalization
• 510—Advanced Income Capitalization
• 520—Highest& Best Use &Market Analysis
• 530—Advanced Sales Comparison and Cost Approach
• 540—Report Writing &Valuation Analysis
• 550—Advanced Applications
Page 1391 of 1502
FLORIDA
RICK SCOTT.GOVERNOR JONATHAN ZACHEM.SECRETARY
Fr d Flor:di;:w
STATE OF FLORIDA
DEPARTMENT OF BUSINESSANp PROFESSIONAL REGULATION
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FLORIDA R l4L• TEA 'SAL BD
THE CERTIFIED i ED UNDER THE
PROVIS !OF 475; SZUTES
elf 11AE
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EXPIRATI• ' i.^• •�Ti ; R30,2020
Always verify licenses online at Myfoddallcense.com
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Do not alter this document in any form.
This Is your license.It Is unlawful for anyone other than the licensee to use this document.
•
•
CUSHMAN&WAKEFIELD 2
Page 1392 of 1502
COMMERCIAL REAL ESTATE SERVICES Exhibit B CBRE
The Diaz Team
777 Brickell Avenue
Paco Diaz Suite 1100
Senior Vice President Miami, FL 33131
Danny Diaz 305 374 1000 Tel
First Vice President
paco.diaz@cbre.com
danny.diaz@cbre.com
Patxi Diaz patxi.diaz@cbre.com
Vice President www.cbre.com
CBRE,Inc.
Brokerage Services
Retail
April 13,2022
Michael Litsky
Keyes Commercial
1400 Alton Rd.#201
Miami Beach,FL 33139
RE: Fine-Dining Restaurant @ 1560 Collins Ave, Miami Beach,FL
Dear Mr. Litsky:
I wish to take this opportunity to convey the interest of the Miami Beach Redevelopment Agency
(Landlord),in leasing space in the above Project to Open Vision One LLC, Miroslav Banjac(Tenant).
This letter summarizes our recent discussions to lease the above property; it is not intended to be
contractual in nature,but only expresses the basis upon which we wish to continue discussions. This
letter is intended to outline initial terms for consideration only and is no manner intended to obligate any
party contractually and no such obligation shall arise unless/until a mutually satisfactory lease agreement
is fully executed by, and delivered to,all parties.
Subject to final approval of the Landlord and execution of a mutually agreed upon Lease, I believe the
Landlord would be willing to continue discussions under the following terms and conditions:
1) Landlord: Miami Beach Redevelopment Agency
2) Tenant: Entity name:Open Vision One LLC,Miroslav Banjac
DBA:[TBD]
3) Premises: ±4.236 square foot Premises located at 1560 Collins Ave,suite 3—4, Miami
Beach, FL
4) Lease Term: The term of this Lease shall be for a period of nine(9)years and three hundred
sixty-four(364)days starting at the commencement date.
The Lease Commencement and Tender date will be date Landlord delivers the
5) Commencement Premises to Tenant.The Rent Commencement Date will be; 1)the earlier of one
Dates: hundred and eighty(180)days from Tender Date;or 2)the date any portion of
the Premises opens for business.
6) Options: N/A
7) Minimum Rent Initial Term
Schedule:
Page 1393 of 1502
•
Years) Annual Rent/SF Annual
Rent
1 $75.00 $317,700.00
Rent to increase 3%per year during the Lease Term.
Option Term
Year(s) Annual Rent/SF Annual
Rent
N/A N/A N/A
8) Sales Tax: Tenant shall pay the applicable sales tax equivalent to 6.5%in Dade County.
9) Prepaid Rent: Tenant shall be required to pay the first month's gross rent in the amount of
$33.459.11 which shall be due upon lease execution.
10) Security Deposit: The amount of$66.918.22(subject to Landlord's review of Tenant's financials
and credit report)shall be due upon execution of the Lease documents,in
addition to first month's rent.
11) NNN: Tenant shall pay its pro rata share of Real Property Taxes, Property Insurance
and Common Area Maintenance for the Project. Tenant's pro rata share shall be
determined based upon the ratio of Tenant's floor area to the total floor area of
all the retail space in Landlord's Parcel(to be further clarified in the Lease).
Current estimate for NNN Costs are$14.00 per square foot.
12) Utilities: Tenant shall pay for all utilities within the Premises.
13) Delivery Tenant shall accept the Premises in"As-Is"condition with no Landlord Work.
Conditions: Tenant shall be responsible for the costs of any building permits,licenses and
any other costs associated with Tenant's use.
14) Tenant
Improvement N/A
Allowance:
15) Rent Abatement: During month 2-13 of the Lease Term("Abatement Period"),Tenant shall be
permitted to pay none of the monthly Minimum Base Rent of$26,475.00 that
otherwise would be due.Tenant shall be required to pay for all Additional Rent
during this Abatement Period.
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 foundationsand 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-
2
Page 1394 of 1502
conditioning machinery. Additionally,Tenant shall maintain and keep in good
repair, all heating and air-conditioning equipment. Tenant further agrees to
regularly service said machinery and change the filters in the air-conditioning
system in the Premises through a monthly filter and equipment service contract.
18) Assianment 8 Tenant shall not assign the lease or sublet the Premises without the prior written
Subletting: consent of Landlord,which consent may be withheld at the sole and absolute
discretion of the Landlord.
19) Permitted Use: Tenant shall use the Leased Premises solely for the purpose of a high-end fine-
dining restaurant and for no other use or purpose. Tenant shall be allowed to
sell liquor for on-premises consumption so long as Tenant obtains all the
necessary licenses and approvals from the governing municipalities.
20) Percentage Rent: Six percent(6%)over the natural breakpoint of$5,295,000 for year one.
21) Sales Reporting: Within fifteen(15)days after the end of each month,Tenant shall submit to
Landlord a written statement showing the gross sales of all merchandise sold
and/or services rendered in or from the Leased Premises for such month, and
year,as applicable
22) 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.
23) Tenant's Per Shopping Center's Sign Criteria and approval of all necessary Governmental
Slanage: agencies.
24) Tenant This proposal is subject to Landlords review and approval of Tenant's financial
Financials: statements.
25) Guarantorfs): Full personal guaranty shall be required by all owners and spouses.
26) Expiration: This offer expires on April 25.2022.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.
27) Brokers: Danny Diaz with CBRE, INC.represents the Landlord and Michael Litsky I
Ombretta Mancini with Keyes Commercial shall represent the Tenant in this
transaction.Landlord shall pay a commission to CBRE in accordance with the
Listing Agreement.
28) Lease Form: Landlord's Lease form.
3
Page 1395 of 1502
Wednesday,April 20,2022 at 12:41:48 Eastern Daylight Time
Subject: Re:FW:LOI
Date: - Wednesday,April 20,2022 at 8:02:03 AM Eastern Daylight Time
From: Miroslav Banjac
To: Michael Litsky
Attachments: I MG_1921.jpeg
The visions of this fetter are for discussion proposes only. This letter is not a contract or a
1� of
promise to perform,and the parties acknowledge that they have not set forth the essential terms
an agreed-upon transaction. The parties hereto shall not be bound by terms the tight of
t this
len r and
no liabilities or obligations shall arise pursuant hereto,and no party conducted hid
It�on the statements set forth herein or on the verbal and written negotiation
g 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 cuff Aar hereto,including
but not limited to approvals of legal counsel
Tenant agrees that during the negotiation d this transaction.Tenant wilt 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 Dopy to me. Please feel free to contact me if you have any questions or comments.
Sincerely,
Danny Diaz
Fist Vice President
CBRE,Inc.
777 BrickeA Avenue,Suite 1100
Miami,FL 33131
AGREED AND ACCEPTED
TENANT'
Open Vision One LLC,Mirnostav Banjac
Br Ulf rrOSIC i
DATE: 01019. 2 o202
Page 1396 of 1502 Page 1 of
C SOUMEN BANERJEE Exhibit C
e .-. -
4 .s a
•
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SOUMEN BANERJEE
DIRECTOR CULINARY DEVELOPMENT,
CARNIVAL CRUISE LINES
Carnival Cruise Line
Fort Lauderdale, Florida, United States • 378
connections
Join to connect
Experience
Carnival Cruise Line
"Carnival Page 1397 of 1502
23 years 2 months
Exhibit D
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Page 1403 of 1502
LANDLORD: Miami Beach Redevelopment Agency, a public body
corporate and politic
1700 Convention Center Drive
Miami Beach, Florida 33139
TENANT: Open Vision One, LLC
139 NE 3 Avenue
Suite 139
Miami, FL 33132
DATE OF EXECUTION: , 2022
ANCHOR SHOPS AT SOUTH BEACH
RETAIL LEASE
Page 1404 of 1502
LEASE SUMMARY
The following is a summary of basic lease provisions with respect to the Lease. It is an integral part of the
Lease, and terms defined or dollar amounts specified in this Summary shall have the meanings or amounts as
stated, unless expanded upon in the text of the Lease and its Exhibits, which are attached to and made a part of
this Summary.
1. Date of Lease Execution: ,2022.
2. "Landlord": Miami Beach Redevelopment Agency
3. Landlord's Address: Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention:Asset Management Division
with a copy to:
City of Miami Beach
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Legal Department
4. "Tenant": Open Vision One, LLC, a Florida limited liability
company
5. Tenant's Address: 139 NE 3 Avenue, Suite 139
Miami, FL 33132
6. "Guarantor": Miroslav Banjac and Marie F. Pena
7. Guarantor's Address: Open Vision One, LLC
139 NE 3 Avenue, Suite 139
Miami, FL 33132
8. Premises(section 1.1): 1560 Collins Avenue, Suite 3 and 4
Miami Beach, FL 33139
As shown on Exhibit"B"
9. Gross Rentable Area of Interior
Premises(section 1.1): Approximately 4,236 square feet.
10. Gross Rentable Area of
Retail Space(section 1.1): Approximately 19,775 rentable square feet
11. Tenant's Proportionate
Share(section 2.4): 21%of Gross Rentable Area of Retail Space
Page 1405 of 1502
12. Gross Rentable Area of Exterior Premises
used for outdoor seating(Section 1.1) In the event, the Tenant desires to use outdoor exterior
area adjacent to a portion of the Interior Premises,Tenant
shall be required to execute a Concession Agreement and
the square footage allowable shall be subject to approval
by the Executive Director, as well as all other required
governmental approvals. The additional square footage
shall be subject to the current base rent rate, operating
expenses and applicable sales tax for the year
implemented.
13. Permitted Use of -
Premises(section 3.1): Premises shall be used as a fine dining restaurant, (and
subject to the prohibited uses described in Exhibit"D" to
the Lease).
14. Term of Lease(section 1.1): Lease Term is nine (9) years and 362 Days from the
Commencement Date.
"Commencement Date": The date Landlord delivers
premises to the Tenant.
"Rent Commencement Date": 1) the earlier of one
hundred and eighty (180) days from Commencement
Date;or 2)the date any portion of the Premises opens for
business.
"Renewal Options": None
15. "Minimum Rent"(section 2.2):
ANNUAUMONTHLY
MONTHS COST PER SQAURE FOOT PAYMENT
(PLUS SALES TAX)
Year 1-Rent Commencement $75 per Square foot $317,700.00/$26,475.00
Date plus sales tax plus sales tax
Year 2—End of Lease Term See Note(*) See Note(*)
*Commencing on the first anniversary of the Rent Commencement Date, and at the beginning of each succeeding
year thereafter during the Term of the Lease(a Lease Year, as defined in section 2.1), the Minimum Rent shall be
increased annually in increments of three percent(3%).
Page 1406 of 1502
16. Percentage Rental(section 2.31: Six Percent (6%) of Natural Breakpoint (as described in
Section 2.3)
17. Prepaid Rent(section 2.2): $33,459.11, due upon execution of Lease; to be applied
to first full month Rent due.
18. Security Deposit(section 2.7): $66,918.22(due upon execution of Lease).
19. Operating Expenses(section 2.4): Proportionate share of Property Taxes, Common Area
Maintenance and Insurance on the Anchor Shops and
Parking Garage.
COMMON AREA MAINTENANCE(CAM) ANNUAUMONTHLY
LEASE YEAR COST PER SQUARE FOOT* PAYMENT
1 $14.00 per Square foot $59,304/$4,942 per month
plus sales tax plus sales tax
2-End of Lease See Note(*) See Note(*)
Note (*) Beginning on the first anniversary of the Rent Commencement Date, and at the beginning of each
succeeding Lease Year thereafter, during the Term. the Operating Expense payment shall be adjusted, on an
annual basis,to reflect Tenant's actual Proportionate share of Property Taxes, Insurance costs(including insurance
costs, determined at Landlord's sole discretion, under Landlord's self-insurance fund), and CAM costs incurred by
the Landlord during the previous Lease Year ("Operating Expense Adjustment"). Simultaneously with this
adjustment,Tenant shall be responsible for paying any difference between the Proportionate Share of the estimated
Operating Expenses paid by Tenant during the previous Lease Year and the Proportionate Share owed by Tenant
in connection with the actual Operating Expenses for the previous Lease Year("Operating Expense True-Up").
The Operating Expense payment shall continue to be payable in monthly installments as otherwise described above
until Landlord notifies Tenant of the new monthly Operating Expense payment and Operating Expense True-Up
payment. Landlord shall attempt to so notify Tenant prior to the commencement date or within 30 days of being
requested by Tenant of each Operating Expense Adjustment and Operating Expense True-Up amount; however,
failure of Landlord to timely notify Tenant of said Operating Expense Adjustment/True-Up amounts shall not be
deemed a waiver by Landlord of the right to make said Operating Expense Adjustment/True-Up;the new Operating
Expense Adjustment or any sums due pursuant to the Operating Expense True-Up for the previous Lease Year
shall be payable, retroactive to the effective date of said adjustment date, upon notification by Landlord to Tenant
of the new monthly Operating payment amount and the total True-Up amount due.
20. Comprehensive General
Liability Insurance(section 6.1): $1,000,000.00 per occurrence;$2,000,000.00 general
aggregate
21. Trade Name(section 3.1): (Subject to approval by Executive Director)
22. Broker(s)(section 16.12): CBRE, Inc. represents the Landlord exclusively in this
transaction and Keyes Commercial represents the Tenant.
CBRE, Inc.shall be paid a commission by Landlord, in
Page 1407 of 1502
Accordance with a separate professional services agreement,
and Keyes Commercial will be paid by CBRE Inc,
in accordance with the Professional Services Agreement
between the Landlord and CBRE, dated October 24, 2017.
23. Tenant's Hours of Operation The Hours of Operation Shall be
(section 3.5) Any change in the hours of operations shall require the prior written
approval of the Executive Director or designee.
Page 1408 of 1502
THIS LEASE (the"Lease"), dated the day of , 2022, is made between the Miami Beach
Redevelopment Agency, a public body corporate and politic(the"Landlord"), and Open Vision One, LLC, a Florida
limited liability company d/b/a (the"Tenant").
RECITALS:
A. The Landlord is the fee simple owner of a certain facility (the"Facility") containing a
municipal parking garage and appurtenances containing approximately eight hundred (800) parking spaces
(the"Garage") and certain retail space (the"Retail Space") located in an area bounded by Washington and Collins
Avenues in the proximity of 16th Street, located in the City of Miami Beach, Miami-Dade County, Florida, as more
particularly described in Exhibit"A," attached hereto and made a part hereof(the"Land"). The Landlord is the fee
simple owner of the Land and the Facility.
B. Landlord and Tenant desire to enter into this Lease for a portion of the Retail Space, on
the terms and conditions hereinafter set forth.
C. The Executive Director's designee shall be the contract manager designated by the
Landlord to administer this Lease. The Executive Director's designee shall be the City of Miami Beach Director of
the Asset Division of the Facilities and Fleet Management Department.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
hereby agree as follows:
ARTICLE I. TERM.
1.1 Term. In consideration of the performance by Tenant of its obligations under this Lease, Landlord
leases to Tenant, and Tenant leases from Landlord, for the Term, a portion of the Retail Spaces ("Interior
Premises."). A site plan showing the location of the Retail Space within the Facility, as well as the location of the
Premises, is attached hereto and made a part hereof as Exhibit"B." The gross rentable area of the Premises and
Retail Space shown on the Lease Summary do not represent accurate measurements of the square footage
contained in the Premises or the Retail Space but are mere estimates.
The "Term" of the Lease is the period from the Commencement Date as specified in the Lease
Summary,through the Expiration Date, as specified in the Lease Summary.
1.2. Landlord's Work.Tenant acknowledges and agrees that it is accepting possession of the Premises
in as-is condition and that,except as otherwise expressly hereinafter set forth,Landlord has no obligation to furnish,
render, or supply any money,work, labor, material,fixture,equipment, or decoration with respect to the Premises.
ARTICLE II. RENT.
2.1 Covenant to Pay.Tenant shall pay to Landlord all sums due hereunder from time to time from the
Rent Commencement Date without prior demand, together with all applicable Florida sales tax thereon; however,
unless otherwise provided in this Lease,payments other than Tenant's regular monthly payments of Minimum Rent
shall be payable by Tenant to Landlord within ten (10)days following written demand. All rent or other charges that
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
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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 and the second monthly installment shall be due following Rent Commencement Date. The Minimum Rent
described above shall be adjusted during the Term of this Lease as provided in the Lease Summary.
2.3. Percentage Rent. In addition to Minimum Rent,for the first Lese Year,Tenant shall pay to Landlord
as Percentage Rent,six percent(6%)of Tenant's Natural Breakpoint five million,two hundred thousand and ninety-
five$5,295,000.00 in the first Year of the Lease. For the calculation of Percentage Rent for any partial Lease Year,
• the total monthly minimum rent actually paid during such partial Lease Year and the actual Gross Receipts during
such period shall be used to determine the Percentage Rent for a partial Lease Year and the Breakpoint shall be
proportionally adjusted to reflect the length of such partial Lease Year on the basis of a 365-Day Lease Year. The
Term Gross Receipts as used herein shall include all receipts, whether collected or accrued from the Premises
including, without limitation, receipts from the sale of food, beverage, alcoholic beverages, merchandise, rental of
space, or from any other source whatsoever.
The Natural Breakpoint of six percent(6%)over the Minimum Rent shall be adjusted on the first day of each Lease
Year. Percentage Rent for each Lease Year and each partial Lease Year shall be due and payable within sixty(60)
days at the end of each Lease Year.The Natural Breakpoint as referred to herein, shall mean the annual Minimum
Rent for the Lease Year divided by stated percent rate, six percent(6%).
2.4 Operating Expenses (Property Taxes; Insurance; and Common Area Maintenance
(CAM)). Tenant shall remit together with regular monthly payments of Minimum Rent, its proportionate share of
estimated Operating Expenses for the Premises, as additional rent, and as determined by Landlord, in its sole
discretion and judgment, including Property Taxes, Insurance, and CAM, in accordance with item 19 of the Lease
Summary,and as more particularly described hereinafter.
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 and Use Tax Return"Form DR-15CS or DR-15EZ"filed with the Florida Department
of Revenue reporting Gross Receipts made from the Premises during the preceding calendar month.
2.6 Rent Past Due. If any payment due from Tenant shall be overdue more than five(5) business
days, a late charge of five(5%) percent of the delinquent sum may be charged by Landlord. If any payment due
from Tenant shall remain overdue for more than fifteen(15)days, an additional late charge in an amount equal to
the lesser of the highest rate permitted by law or one and one-half(1%%) percent per month (eighteen (18%)
percent per annum) of the delinquent amount may be charged by Landlord, such charge to be computed for the
entire period for which the amount is overdue and which shall be in addition to and not in lieu of the five(5%)percent
late charge or any other remedy available to Landlord.
2.7 Security Deposit. Landlord acknowledges receipt of a security deposit in the amount specified on
the Lease Summary to be held by Landlord,without any liability for interest thereon,as security for the performance
by Tenant of all its obligations under this Lease. Landlord shall be entitled to commingle the security deposit with
Landlord's other funds. If Tenant defaults in any of its obligations under this Lease, Landlord may at its option, but
without prejudice to any other rights which Landlord may have,apply all 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
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the security deposit is so applied, Tenant shall restore the security deposit to its original amount on demand of
Landlord,within ten (10)days.
If Tenant is not in default of the Lease, as defined in Article IX,and Tenant is current on all rental payments
with no monies past due, then Landlord shall return to Tenant the Security Deposit, in the amount of$66,918.22,
within thirty(30)days following termination of this Lease.
2.8 Landlord's Lien. To secure the timely construction and installation of all improvements to the
Premises by tenant,if applicable,and to secure the payment of 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.
2.9 Inspection and Audit.
(a) Tenant shall maintain its financial records pertaining to its operations pursuant to this
Lease,and records with respect to the Percentage Rent required pursuant to Section 2.3 during the Term,
and for a period of three(3)years following the expiration or termination of the Lease. Such records shall
be open and available to the Landlord, as deemed necessary by the Executive Director or the Executive
Director's designee, upon ten (10) business days' written notice that the Landlord desires to review said
records. Tenant shall maintain accurate receipt-printing cash registers or a like alternative which will record
and show the payment for.every sale made or service provided. Tenant shall also maintain such other
records as would be required by an independent CPA in order to audit a statement of annual Gross Receipts
and profit and loss statement pursuant to generally accepted accounting principles. Tenant shall maintain
its records relating to the operation of the Premises within Miami-Dade County, Florida.
(b) The Executive Director or Executive Director's designee shall be entitled to audit Tenant's
records pertaining to its operations during the Term as often as it deems reasonably necessary throughout
the Term of this Lease, and within the three (3)year period following the expiration or termination of the
Lease. Landlord shall be responsible for paying all costs associated with such audits, unless the audit(s)
reveals a deficiency of five percent (5%) or more in Tenant's statement of Gross Receipts for any Lease
Year audited,in which case the Tenant shall pay Landlord,within thirty(30)days of the audit being deemed
final(as specified below),the cost of the audit and a sum equal to the amount of the deficiency revealed by
the audit, plus interest as required pursuant to Section 2.6. These audits are in addition to periodic audits
by the City of Resort Tax collections and payments, which are performed separately. Nothing contained
within this Section shall preclude the City's audit rights for Resort Tax collection purposes.
(c) Tenant shall submit, at the end of each Lease Year during the Term, an annual statement
of Gross Receipts, in a form consistent with generally accepted accounting principles. Additionally, such
statement shall be accompanied by a report from an independent CPA.
ARTICLE III. USE OF PREMISES.
3.1 Permitted Use. The Premises shall be used and occupied only for the operation of a fine dining
restaurant with outdoor seating area (if approved in writing by the City of Miami Beach in accordance with current
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codes and regulations)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 within the Premises in a reputable manner and shall not do, omit, permit,
or suffer to be done or exist upon the Premises anything which shall result in a nuisance, hazard, or bring about a
breach of any provision of this Lease or any applicable municipal or other governmental law or regulation, or would
otherwise be inconsistent with a first-class commercial restaurant or incompatible with commercial uses ancillary to
a first-class convention center hotel.Tenant shall observe all rules and regulations established by Landlord for the
Retail Space. The rules and regulations in effect as of the date hereof are attached to and made a part of this
Lease as Exhibit"C."Landlord will provide a copy of any amendments to the rules and regulations at least seven (7)
days prior to the effective date of any such amendments. Tenant shall display such name as Landlord may from
time to time designate for the Retail Space in its stationery used upon the Premises, and in material which is given,
visible,or available to customers of Tenant.Tenant shall promote such name in any advertisements or promotional
material published or initiated by Tenant in regard to its business from the Premises. The names for the Retail
Space and the project of which the Retail Space is a part,which Landlord may from time to time adopt, and every
name or mark adopted by Landlord in connection with the Retail Space shall be used by Tenant only in association
with the business carried on in the Premises during the Term and Tenant's use thereof shall be subject to such
reasonable regulation as Landlord may from time to time impose.
3.2 Compliance with Laws. The Premises shall be used and occupied in a safe, careful, and proper
manner so as not to contravene any present or future laws, rules, regulations, constitutions, orders, ordinances,
charters, statutes, codes, executive orders, and requirements of all governmental authorities having jurisdiction over
the Premises or any street,road,avenue,or sidewalk comprising a part of,or lying in front of,the Premises or any vault
in or under the Premises(including,without limitation, any of the foregoing relating to handicapped access or parking,
the local building codes,and the laws,rules, regulations,orders,ordinances,statutes,codes,and requirements of any
applicable Fire Rating Bureau or other body exercising similar functions),the temporary and/or permanent certificate or
certificates of occupancy issued for the Premises as then in force,and any and all provisions and requirements of any
property,casualty,or other insurance policy required to be carried by Tenant under this Lease. If due to Tenant's use
of the Premises repairs, improvements, or alterations are necessary to comply with any of the foregoing, Tenant
shall pay the entire cost thereof.
3.3 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,"
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"hazardous wastes," "pollutants or contaminants," "solid wastes," or words of similar import under any applicable
governmental laws, rules, and regulations including, but not limited to,the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, 42 U.S.C. §9061 et seq.;the Hazardous Materials Transportation Act,
as amended,49 U.S.C.§ 1801,et seq.;the Resource.Conservation and Recovery Act,as amended,42 U.S.C.§6901,
et seq.;the Federal Water Pollution Control Act,as amended,33 U.S.C.§ 1251,et seq.;and Florida Statutes,Chapters
376 and 403;and(d)any other chemical, material,gas,or substance,the exposure to or release of which is regulated
by any governmental or quasi-governmental entity having jurisdiction over the Retail Space or the operations thereon.
(b) If Tenant or its employees, agents, or contractors shall ever violate the provisions of
subsection (a), above, then Tenant shall clean-up, remove, and dispose of the Hazardous Material causing the
violation, in compliance with all applicable governmental standards, laws, rules, and regulations and repair any
damage to the Premises or Retail Space within such period of time as may be reasonable under the circumstances
after written notice by Landlord, provided that such work shall commence not later than thirty(30)days from such
notice and be diligently and continuously carried to completion by Tenant or Tenant's designated contractors.
Tenant shall notify Landlord of its method,time, and procedure for any clean-up or removal of Hazardous Materials
under this provision; and Landlord shall have the right to require reasonable changes in such method, time, or
procedure or to require the same to be done after normal business hours or when the Retail Space is otherwise
closed(i.e., holidays)if reasonably required for the protection of other tenants or occupants of the Retail Space.
(c) Tenant agrees to defend, indemnify, and hold harmless Landlord, and the City of Miami
Beach(the"City")against any and all claims, costs,expenses,damages, liability,and the like,which Landlord may
hereafter be liable for,suffer, incur, or pay arising under any applicable environmental laws, rules,and regulations
and resulting from or arising out of any breach of the covenants contained in this section 3.4, or out of any act,
activity, or violation of any applicable environmental laws, rules, and regulations on the part of Tenant, its agents, _
employees,or assigns.Tenant's liability under this section 3.4 shall survive the expiration or any termination of this
Lease.
3.5 Hours;Continued Occupancy. During the Term,Tenant shall conduct its business in the Premises,
at a minimum, on all days and during all hours established by Landlord from time to time as hours for the Retail
Space. Tenant may conduct business on the Premises, in addition to the foregoing times, in Tenant's reasonable
judgment in order to maximize sales from the Premises,at Tenant's sole expense; provided, however, that Tenant
does not to exceed the approved hours of operation set forth in Section 22 of the Lease Summary. However,
Landlord shall not be responsible for providing common area or other services during such additional hours.Tenant
shall open the whole of the Premises for business to the public, fully fixtured, stocked, and staffed in accordance
with the Lease Summary, unless otherwise approved in writing by Landlord, and shall continuously, actively, and
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;
Page 11103 of 1502
(B)for the sale of second-hand goods, war surplus articles, insurance salvage stock, fire sale stock, merchandise
damaged by or held out to be damaged by fire, except merchandise damaged by fire or smoke occurring in the
Retail Space, and then only for thirty(30)days after the date of any such damage; (C)as an auction or flea market;
(D)for a bankruptcy sale or going-out-of-business sale or liquidation sale or any similar sale, unless Tenant is in
fact in bankruptcy or is going out of business or is in liquidation, in which case such sale shall not continue beyond
thirty(30) days; (E)a business primarily used for an order office, mail order office, or catalogue store; or (F) any
business in which Tenant is engaged in intentionally deceptive or fraudulent advertising or selling practices or any
other act or business practice contrary to honest retail practices (G) tenant shall not offer or sell Hookas, E
Cigarettes or CBD products.
ARTICLE IV. ACCESS AND ENTRY.
4.1 Right of Examination.Landlord shall be entitled at all reasonable times and upon reasonable written
notice, not less than 24 hours (but no notice is required in emergencies)to enter the Premises to examine them if
Landlord reasonably believes that Tenant is not complying with any of its obligations hereunder; to make such
repairs, alterations, or improvements thereto as Landlord considers necessary or reasonably desirable; to have
access to underfloor facilities and access panels to mechanical shafts and to check, calibrate, adjust, and balance
controls and other parts of the heating, air conditioning,ventilating, and climate control systems. Landlord reserves
to itself(and others acting on behalf of Landlord including,without limitation, the City)the right to install, maintain,
use, and repair pipes, ducts, conduits, vents, wires, and other installations leading in, through, over, or under the
Premises and for this purpose,Landlord may take all material into and upon the Premises which is required therefor.
Tenant shall not unduly obstruct any pipes, conduits, or mechanical or other electrical equipment so as to prevent
reasonable access thereto. Landlord reserves the right to use all exterior walls and roof area. Landlord shall
exercise its rights under this section,to the extent possible in the circumstances, in such manner so as to minimize
interference with Tenant's use and enjoyment of the Premises and Tenant's property.
4.2 Right to Show Premises. Landlord and its agents have the right to enter the Premises at all
reasonable times and upon reasonable written notice not less than 24 hours to show them to prospective
purchasers,lenders,or anyone having a prospective interest in the Retail Space,and,during the last six (6)months
of the Term (or the last six(6) months of any renewal term if this Lease is renewed),to show them to prospective
tenants. Landlord shall exercise its rights under this section, to the extent possible in the circumstances, in such
manner so as to minimize interference with Tenant's use and enjoyment of the Premises and Tenant's property.
ARTICLE V. INITIAL CONSTRUCTION; MAINTENANCE, REPAIRS,AND ALTERATIONS.
5.1. Tenant's Construction Obligations.
(a) Subject to the provisions hereof, Tenant shall, at its expense, cause the construction and
installation of all improvements to the Premises, if applicable, in accordance with Tenant's Plans, as hereinafter
defined, and as necessary to permit Tenant to occupy same and conduct normal business operations (such
improvements being referred to herein as "Tenant's Work"). The plans for such improvements shall be submitted
to the Landlord for the Landlord's prior written consent,which will not be unreasonably withheld or delayed.
(b) All permanent(fixed)improvements to the Premises shall remain the property of the Landlord upon
termination of the Lease. Upon the lawful termination of the Lease, all personal property and trade fixtures may be
removed by the Tenant from the Premises without damage to the Premises.
(c) Any damage to the existing finishes of the Premises or Retail Space shall be patched and repaired
by Tenant,at its expense, and all such work shall be done to Landlord's satisfaction. If any patched and painted
area does not match the original surface, then the entire surface shall be repainted at Tenant's expense. Tenant
agrees to indemnify and hold harmless Landlord, its agents, and employees from and against any and all costs,
expenses, damage, loss, or liability, including, but not limited to, reasonable attorneys'fees and costs,which arise
out of, is occasioned by, or is in any way attributable to the build-out of the Premises or any subsequent
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improvements or alterations by Tenant pursuant to this Lease. Tenant, at its expense, shall be responsible for the
maintenance, repair, and replacement of any and all items constructed by Tenant's contractor.
(d) Tenant shall not alter the existing fire alarm system in the Premises or the Retail Space. Tenant's
Plans shall include detailed drawings and specifications for the design and installation of Tenant's fire alarm (and
security) system(s) for the Premises. Such system(s) shall meet all appropriate building code requirements, and
the fire alarm system shall,at Tenant's expense,be integrated into Landlord's fire alarm system for the Retail Space.
(Landlord is not required to provide any security system.)Landlord's electrical contractor and/or fire alarm contractor
shall, at Tenant's expense, make all final connections between Tenant's and Landlord's fire alarm systems.Tenant
shall insure that all work performed on the fire alarm system shall be coordinated at the job site with the Landlord's
representative.
(e) Tenant will permit no liens to attach to the Premises arising from, connected with or related to the
construction of the improvements. Moreover, such construction shall be accomplished through the use of licensed,
reputable contractors who are acceptable to Landlord. Any and all permits and or licenses required for the
installation of improvements shall be the sole responsibility of Tenant.
(f) The above requirements for submission of plans and the use of specific contractors shall not apply
to improvements, maintenance or repairs which do not exceed$20,000.00, provided that the work is not structural,
and provided that it is permitted by applicable law.
(g) Landlord acknowledges that the prior tenant of the Premises has made improvements and had
signage installed prior to the execution of this Lease Agreement, and as such, said improvements and signage are
acceptable to Landlord,to the extent that same were properly permitted, and done in compliance with all applicable
building codes, and any other Municipal, County, State and Federal laws.
5.2 Maintenance and Repairs by Landlord. It is hereby acknowledged and agreed that Landlord shall
maintain and repair the foundations and all structural components of the Retail Space. Tenant will notify in writing
of any necessary repairs that are the obligation of Landlord. Landlord shall not be responsible for any damages
caused to Tenant by reason of failure of any equipment or facilities serving the Retail Space or delays in the
performance of any work for which the Landlord is responsible to perform pursuant to this Lease. Notwithstanding
any other provisions of this Lease, if any part of the Retail Space is damaged or destroyed or requires repair,
replacement, or alteration as a result of the act or omission of Tenant, its employees, agents, invitees, licensees,
or contractors, Landlord shall have the right to perform same and the cost of such repairs, replacement, or
alterations shall be paid by Tenant to Landlord upon demand. In addition, if, in an emergency, it shall become
necessary to make promptly any repairs or replacements required to be made by Tenant, Landlord may re-enter
the Premises and proceed forthwith to have the repairs or replacements made and pay the costs thereof. Upon
demand,Tenant shall reimburse Landlord for the cost of making the repairs. Landlord shall exercise its rights under
this section in a manner so as to minimize any disruption or interference with the operation of Tenant's business
and property.
5.3 Maintenance and Repairs by Tenant. Tenant shall, at its sole cost, repair and maintain the
Premises, all to a standard consistent with a first-class commercial restaurant,with the exception of base building,
mechanical and electrical systems, roof and foundation, which are the obligation of the Landlord. Without limiting
the generality of the foregoing,Tenant is specifically required to maintain and make repairs to(i)the portion of any
pipes, lines, ducts, wires, or conduits contained within the Premises including, without limitation, interior plumbing
and electrical installations, (ii)windows, plate glass, doors, and any fixtures or appurtenances composed of glass
(including, without limitation, interior and exterior washing of windows and plate glass and the installation of
hurricane shutters 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
monthly); and (v)the Premises or the Retail Space when repairs to the same are necessitated by any act or
omission of Tenant,or the failure of Tenant to perform its obligations under this Lease. All repair and maintenance
performed by Tenant in the Premises shall be performed by contractors or workmen designated or approved by
Landlord,which approval shall not be unreasonably withheld or delayed. At the expiration or earlier termination of
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the Term,Tenant shall surrender the Premises to Landlord in as good condition and repair as Tenant is required to
maintain the Premises throughout the Term, reasonable wear and tear excepted. Tenant shall also furnish,
maintain, and replace all electric light bulbs, tubes, and tube casings located within or serving the Premises and
Tenant's signage, all at Tenant's sole cost and expense.
5.4 Approval of Tenant's Alterations. Unless otherwise provided herein, no alterations (including,
without limitation, improvements, additions, or modifications to the Premises) shall be made by Tenant to the
Premises without Landlord's prior written approval,which, as to exterior or structural alterations may be withheld in
Landlord's sole discretion. Any alterations by Tenant shall be performed at the sole cost of Tenant, by contractors
and workmen approved by Landlord, which approval shall not be unreasonably withheld or delayed, in a good and
workmanlike manner, and in accordance with all applicable laws and regulations.
5.5 Removal of Improvements and Fixtures. All leasehold improvements and fixtures (other than
unattached, movable trade fixtures which can be removed without damage to the Premises)shall at the expiration
or earlier termination of this Lease become Landlord's property. Tenant may, during the Term, in the usual course
of its business, remove its trade fixtures, provided that Tenant is not in default under this Lease; and Tenant shall,
at the expiration or earlier termination of the Term, at its sole cost, remove such of the leasehold improvements
(except for improvements installed by Landlord prior to the Commencement Date)and trade fixtures in the Premises
as Landlord shall require to be removed and restore the Premises to the condition existing prior to such removal.
Tenant shall at its own expense repair any damage caused to the Retail Space by such removal. If Tenant does
not remove its trade fixtures at the expiration or earlier termination of the Term,the trade fixtures shall, at the option
of Landlord, become the property of Landlord and may be removed from the Premises and sold or disposed of by
Landlord in such manner as it deems advisable without any accounting to Tenant.
5.6 Liens.Tenant shall promptly pay for all materials supplied and work done in respect of the Premises
by, through, or under Tenant so as to ensure that no lien is recorded against any portion of the Retail Space or
against Landlord's or Tenant's interest therein. If a lien is so recorded, Tenant shall discharge it promptly by
payment or bonding. If any such lien against the Retail Space or Landlord's interest therein is recorded and not
discharged by Tenant as above required within fifteen (15) days following written notice to Tenant, Landlord shall
have the right to remove such lien by bonding or payment and the cost thereof shall be paid immediately from
Tenant to Landlord. Landlord and Tenant expressly agree and acknowledge that no interest of Landlord in the
Premises or the Retail Space shall be subject to any lien for improvements made by Tenant in or for the Premises,
and Landlord shall not be liable for any lien for any improvements made by Tenant, such liability being expressly
prohibited by the terms of this Lease. In accordance with applicable laws of the State of Florida, Landlord has filed
in the public records of Miami-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, trash, pest
control and other utility charges applicable to the Premises as separately metered. Tenant shall, at its own cost,
install, maintain and repair, as required, its electrical meter for the Premises. In addition, Tenant's electrical
equipment and lighting shall be restricted to that equipment and lighting which individually does not have a rated
capacity and/or design load greater than the rated capacity and/or design load of the Retail Space. If Tenant's
consumption of electrical services exceeds either the rated capacity and/or design load of the Retail Space, then
Tenant shall remove the equipment and/or lighting to achieve compliance within ten (10)days after receiving written
notice from Landlord, or such equipment and/or lighting may remain in the Premises, so long as (a)Tenant shall
pay for all costs of installation and maintenance of submeters,wiring, air-conditioning, and other items required by
Landlord, in Landlord's reasonable discretion, to accommodate Tenant's excess design loads and capacities; and
(b)Tenant shall pay to Landlord,within thirty(30)days after rendition of a bill, the cost of the excess consumption
of electrical service at the rates charged to Landlord by Florida Power& Light, which shall be in accordance with
any applicable laws.
ARTICLE VI. INSURANCE AND INDEMNITY.
Page 1106 of 1502
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 thereon as loss payee to the extent permitted by applicable law.
(E) Any other form of insurance which Tenant or Landlord, acting reasonably, requires from
time to time in form,in amounts,and for risks against which a prudent tenant would insure, but in any event not less
than that carried by comparable retail establishments in Miami-Dade County, Florida.
All policies referred to above shall: (i)be taken out with insurers licensed to do business in Florida
and reasonably acceptable to Landlord; (ii)be in a form reasonably satisfactory to Landlord; (iii)be non-contributing
with, and shall apply only as primary and not as excess to any other insurance available to Landlord or any
mortgagee of Landlord; (iv)contain an undertaking by the insurers to notify Landlord by certified mail not less than
thirty(30) days prior to any material change, cancellation, or termination, and (v)with respect to subsection (A),
contain replacement cost, demolition cost, and increased cost of construction endorsements. Certificates of
insurance on Landlord's standard form or, if required by a mortgagee,copies of such insurance policies certified by
an authorized officer of Tenant's insurer as being complete and current, shall be delivered to Landlord promptly
upon request. If Tenant fails to take out or to keep in force any insurance referred to in this section 6.1, or should
any such insurance not be approved by either Landlord or any mortgagee, and Tenant does not commence and
continue to diligently cure such default within two (2) business days after written notice by Landlord to Tenant
specifying the nature of such default, then Landlord has the right, without assuming any obligation in connection
therewith,to effect such insurance at the sole cost of Tenant and all outlays by Landlord shall be paid by Tenant to
Landlord as additional rent without prejudice to any other rights or remedies of Landlord under this Lease.Tenant
shall not keep or use in the Premises any article which may be prohibited by any fire or casualty insurance policy
in force from time to time covering the Premises or the Retail Space. 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
Page 12147 of 1502
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 cause d 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.
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. 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.
Page 11158 of 1502
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 corporation or partnership interests, as applicable provided transfers to family members and
transfers to third parties of less than 50%of the stock of the Tenant are permitted without Landlord consent. If there
is a permitted Transfer, Landlord may collect rent or other payments from the transferee and apply the net amount
collected to the rent or other payments required to be paid pursuant to this Lease but no acceptance by Landlord of
any payments by a transferee shall be deemed a waiver of any provisions hereof regarding Tenant. Notwithstanding
any Transfer, Tenant shall not be released from any of its obligations under this Lease. Landlord's consent to any
Transfer shall be subject to the further condition that if the Minimum Rent and additional rent pursuant to such
Transfer exceeds the Minimum Rent and additional rent payable under this Lease,the amount of such excess shall
be paid to Landlord. If, pursuant to a permitted Transfer, Tenant receives from the transferee, either directly or
indirectly, any consideration other than Minimum Rent and additional rent for such Transfer, either in the form of
cash, goods, or services, Tenant shall, upon receipt thereof, pay to Landlord an amount equivalent to such
consideration. Landlord acknowledges that any proceeds received in connection with the sale of Tenant's business
(which sale shall include a corresponding assignment of this Lease) shall belong exclusively to the Tenant and/or
its principals).
ARTICLE IX. DEFAULT.
9.1 Defaults. A default by Tenant shall be deemed to have occurred hereunder, if and whenever:
(i)any Minimum Rent is not paid within 5 days from notice or demand for payment has been made by Landlord;
(ii)any other additional rent is in arrears and is not paid within five(5) days after written demand by Landlord;
(iii)Tenant has breached any of its obligations in this Lease (other than the payment of rent) and Tenant fails to
remedy such breach within thirty(30) days (or such shorter period as may be provided in this Lease), or if such
breach cannot reasonably be remedied within thirty(30) days (or such shorter period), then if Tenant fails to
immediately commence to remedy and thereafter proceed diligently to remedy such breach, in each case after
notice in writing from Landlord;(iv)Tenant becomes bankrupt or insolvent;(v)any of Landlord's policies of insurance
with respect to the Retail Space are canceled or adversely changed as a result of Tenant's use or occupancy of the
Premises; or(vi)the business operated by Tenant in the Premises shall be closed by governmental or court order
for any reason.
9.2 Remedies. In the event of any default hereunder by Tenant, then without prejudice to any other
rights which it has pursuant to this Lease or at law or in equity,Landlord shall have the following rights and remedies,
which are cumulative and not alternative:
(A) Landlord may cancel this Lease by notice to Tenant and retake possession of the Premises
for Landlord's account,or may terminate Tenant's right to possession of the Premises without terminating this Lease.
In either event,Tenant shall then quit and surrender the Premises to Landlord. If Landlord terminates Tenant's right
to possession of the Premises without terminating this Lease, Tenant's liability under all of the provisions of this
Lease shall continue notwithstanding any expiration and surrender, or any re-entry, repossession, or disposition
hereunder.
(B) Landlord may enter the Premises as agent of Tenant to take possession of any property of
Tenant on the Premises,to store such property at the expense and risk of Tenant or to sell or otherwise dispose of
such property in such manner as Landlord may see fit without notice to Tenant. Re-entry and removal may be
effectuated by summary dispossess proceedings,by any suitable action or proceeding,or otherwise.Landlord shall
not be liable in any way in connection with its action s pursuant to this section, to the extent that its actions are in
accordance with law.
Page 1210 9 of 1502
(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 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
Page 1420 of 1502
provision of this Lease, Landlord shall not at any time have any personal liability under this Lease and Landlord's
maximum liability shall be as provided in Section 9.6.
9.6 Limitation of Landlord's Liability.
Landlord desires to enter into this Lease only if in so doing the Landlord can place a limit on its liability for any cause
of action for money damages due to an alleged breach by the Landlord of this Lease,so that its liability for any such
breach never exceeds the sum of$10,000. Tenant hereby expresses its willingness to enter into this Lease with
Tenant's recovery from the Landlord for any damage action for breach of contract to be limited to a maximum
amount of $10,000. Accordingly, and notwithstanding any other term or condition of this Lease, Tenant hereby
agrees that the Landlord shall not be liable to the Tenant for damages in an amount in excess of$10,000, which
amount shall be reduced by the amount actually paid by the Landlord to Tenant pursuant to this Lease, for any
action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed
upon the Landlord by this Lease. Nothing contained in this paragraph or elsewhere in this Lease is in any way
intended to be a waiver of the limitation placed upon the Landlord's liability as set forth in Section 768.28, Florida
Statutes
ARTICLE X. ESTOPPEL CERTIFICATE ; SUBORDINATION.
10.1 Estoppel Certificate. Within ten (10)days after written request by Landlord,Tenant shall deliver in
a form supplied by Landlord,an estoppel certificate to Landlord as to the status of this Lease, including whether this
Lease is unmodified and in full force and effect(or, if there have been modifications, that this Lease is in full force
and effect as modified and identifying the modification agreements); the amount of Minimum Rent and additional
rent then being paid and the dates to which same have been paid; whether or not there is any existing or alleged
default by either party with respect to which a notice of default has been served, or any facts exist which, with the
passing of time or giving of notice, would constitute a default and, if there is any such default or facts, specifying
the nature and extent thereof; and any other matters pertaining to this Lease as to which Landlord shall request
such certificate. Landlord, and any prospective purchaser, lender, or ground lessor shall have the right to rely on
such certificate.
10.2 Subordination;Attornment. This Lease and all rights of Tenant shall be subject and subordinate to
any and all mortgages, security agreements, or like instruments resulting from any financing, refinancing, or
collateral financing(including renewals or extensions thereof),and to any and all ground leases, made or arranged
by Landlord of its interests in all or any part of the Retail Space, from time to time in existence against the Retail
Space, whether now existing or hereafter created. Such subordination shall not require any further instrument to
evidence such subordination. However,on request,Tenant shall further evidence its agreement to subordinate this
Lease and its rights under this Lease to any and all documents and to all advances made under such documents.
The form of such subordination shall be made as required by Landlord, its lender, ground lessor, the City. Tenant
shall, if requested by Landlord,or a mortgagee,owner, or purchaser, or by any person succeeding to the interest of
such mortgagee, owner, or purchaser, as the result of the enforcement of the remedies provided by law or the
applicable instrument held by Landlord, such mortgagee, owner, or purchaser, automatically attorn to and become
the tenant of Landlord or any such mortgagee, owner, purchaser, or successor-in-interest, without any change in
the terms or other provisions of this Lease; provided, however, that Landlord, said mortgagee, owner, purchaser,
or successor shall not be bound by (a)any payment of rent or additional rent for more than one(1) month in
advance, or (b)any security deposit or the like not actually received by Landlord, such mortgagee, owner, or
purchaser,or successor,or(c)any amendment or modification in this Lease made without the consent of Landlord,
such mortgagee, owner, purchaser, or successor, or(d)any construction obligation, free rent, or other concession
or monetary allowance, or(e)any set-off, counterclaim, or the like otherwise available against Landlord, or(f)any
act or omission of any prior landlord (including Landlord). Upon request by Landlord, said mortgagee, owner, or
purchaser,or successor,Tenant shall execute and deliver an instrument or instruments confirming its attornment.
Page vial of 1502
Notwithstanding the foregoing, any such subordination of this Lease shall be conditioned on the Landlord
obtaining a nondisturbance agreement in favor of Tenant from all mortgagees and ground lessors regarding any
financings or other leases entered into by Landlord with respect to the Retail Space, and no subordination shall be
effective without a corresponding nondisturbance agreement.
ARTICLE Xl. CONTROL OF RETAIL SPACE BY LANDLORD.
11.1 Use and Maintenance of Common Areas. Tenant and those doing business with Tenant for
purposes associated with Tenant's business on the Premises,shall have a non-exclusive license to use the common
areas for their intended purposes during normal business hours in common with others entitled thereto and subject
to any rules and regulations imposed by Landlord. Landlord shall use reasonable efforts to keep the common areas
in good repair and condition and shall clean the common areas when necessary. Tenant acknowledges that any
common areas of the Retail Space shall at all times be under the exclusive control and management of Landlord.
For purposes of this Lease, "common areas"shall mean those areas,facilities, utilities, improvements,equipment,
and installations of the Retail Space which serve or are for the benefit of tenants of more than one component of
the Retail Space and which are not designated or intended by Landlord to be leased, from time to time, or which
are provided or designated from time to time by Landlord and/or the City for the benefit or use of all tenants in the
Retail Space, their employees, customers, and invitees, in common with others entitled to the use or benefit of
same.Tenant acknowledges that the Garage portion of the Facility is not a part of the Retail Space,and that Tenant
has no right or license to use the Garage pursuant to this Lease. Any use by Tenant or its invitees of the Garage
is subject to the rules and regulations in connection therewith imposed by Landlord(or successor owner)and/or the
operator of the Garage. No portion of the garage is under Landlord's control or supervision, and Landlord shall not
be liable for any damage to automobiles of any nature whatsoever to,or any theft of, automobiles or other vehicles
or the contents thereof,while in or about the Garage.
11.2 Alterations by Landlord. Landlord and/or the City may (but shall not be obligated to) (i)alter, add
to, subtract from, construct improvements on, re-arrange, and construct additional facilities in, adjoining, or
proximate to the Retail Space; (ii)relocate the facilities and improvements in or comprising the Retail Space or
erected on the Land; (iii)do such things on or in the Retail Space as required to comply with any laws, by-laws,
regulations,orders,or directives affecting the Land or any part of the Retail Space; and(iv)do such other things on
or in the Retail Space as Landlord and/or the City,in the use of good business judgment determines to be advisable,
provided that notwithstanding anything contained in this section 11.2, access to the Premises shall be available at
all times. Landlord shall not be in breach of its covenants for quiet enjoyment or liable for any loss, costs, or
damages, whether direct or indirect, incurred by Tenant due to any of the foregoing; provided, Landlord shall
exercise its rights under this section in a manner so as to minimize any disruption or interference with the operation
of Tenant's business and property.
ARTICLE XII. CONDEMNATION.
12.1 Total or Partial Taking. If the whole of the Premises, or such portion thereof as will make the
Premises unusable for the purposes leased hereunder, shall be taken by any public authority under the power of
eminent domain or sold to public authority under threat or in lieu of such taking,the Term shall cease as of the day
possession or title shall be taken by such public authority,whichever is earlier("Taking Date"),whereupon the rent
and all other charges shall be paid up to the Taking Date with a proportionate refund by Landlord of any rent and
all other charges paid for a period subsequent to the Taking Date. If less than the whole of the Premises, or less
than such portion thereof as will make the Premises unusable for the purposes leased hereunder, the Term shall
cease only as to the part so taken as of the Taking Date, and Tenant shall pay rent and other charges up to the
Taking Date, with appropriate credit by Landlord (toward the next installment of rent due from Tenant)of any rent
or charges paid for a period subsequent to the Taking Date. Minimum Rent and other charges payable to Landlord
shall be reduced in proportion to the amount of the Premises taken.
12.2 Award. All compensation awarded or paid upon a total or partial taking of the Premises or Retail
Space including the value of the leasehold estate created hereby shall belong to and be the property of Landlord
without any participation by Tenant; Tenant shall have no claim to any such award based on Tenant's leasehold
interest. However, nothing contained herein shall be construed to preclude Tenant, at its cost,from independently
Page 12 of 1502
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.
13. 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 82-7) in the Premises. A violation of this section shall be
deemed a default under the terms of this Lease.Notwithstanding the above,this section shall not apply to expanded
polystyrene food service articles used for prepackaged food that have been filled and sealed prior to receipt by
Tenant.
(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, separate and apart from the requirements of 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. 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:
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;
Page 1ai3 of 1502
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 12 4 of 1502
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
15. Inspector General Audit Rights.
(a) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established the Office of
the Inspector General which may, on a random basis, perform reviews, audits, inspections and
investigations on all City contracts,throughout the duration of said contracts. This random audit is separate
and distinct from any other audit performed by or on behalf of the City.
(b) The Office of the Inspector General is authorized to investigate City affairs and empowered to review past,
present and proposed City programs, accounts, records, contracts and transactions. In addition, the
Inspector General has the power to subpoena witnesses, administer oaths, require the production of
witnesses and monitor City projects and programs. Monitoring of an existing City project or program may
include a report concerning whether the project is on time, within budget and in conformance with the
contract documents and applicable law. The Inspector General shall have the power to audit, investigate,
monitor, oversee, inspect and review operations, activities, performance and procurement process
including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the
Tenant, its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance
with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City
Code, the City is allocating a percentage of its overall annual contract expenditures to fund the activities
and operations of the Office of Inspector General.
(c) Upon ten(10)days written notice to the Tenant,the Tenant shall make all requested records and documents
available to the Inspector General for inspection and copying.The Inspector General is empowered to retain
the services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and
review operations activities, performance and procurement process including but not limited to project
design, bid specifications, (bid/proposal) submittals, activities of the Tenant its officers, agents and
employees, lobbyists,City staff and elected officials to ensure compliance with the contract documents and
to detect fraud and corruption.
(d) The Inspector General shall have the right to inspect and copy all documents and records in the Tenant's
possession, custody or control which in the Inspector General's sole judgment, pertain to performance of
the contract, including, but not limited to original estimate files, change order estimate files, worksheets,
proposals and agreements from and with successful subcontractors and suppliers, all project-related
correspondence, memoranda, instructions, financial documents, construction documents, (bid/proposal)
and contract documents,back-change documents, all documents and records which involve cash,trade or
volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and
supporting documentation for the aforesaid documents and records.
(e) The Tenant shall make available at its office at all reasonable times the records, materials, and other
evidence regarding the acquisition(bid preparation)and performance of this Lease,for examination, audit,
or reproduction, until three (3)years after final payment under this Lease or for any longer period required
by statute or by other clauses of this Lease. In addition:
Page 1225 of 1502
(1) If this Lease is completely or partially terminated, the Tenant shall make available records relating
to the work terminated until three(3)years after any resulting final termination settlement; and
(2) The Tenant shall make available records relating to appeals or to litigation or the settlement of
claims arising under or relating to this Lease until such appeals, litigation, or claims are finally
resolved.
(f) The provisions in this section shall apply to the Tenant, its officers, agents, employees,subcontractors and
suppliers. The Tenant shall incorporate the provisions in this section in all subcontracts and all other
agreements executed by the Tenant in connection with the performance of this Lease.
(g) Nothing in this 'section shall impair any independent right to the City to conduct audits or investigative
activities. The provisions of this section are neither intended nor shall they be construed to impose any
liability on the City by the Tenant or third parties.
ARTICLE XVI. GENERAL PROVISIONS.
16.1 Delay. Whenever a period of time is herein prescribed for the taking of any action by Landlord or
Tenant, as applicable, Landlord or Tenant, as applicable, shall not be liable or responsible for, and there shall be
excluded from the computation of such period of time, any delays due to strikes, riots, acts of God, shortages of
labor or materials,war,or governmental laws,regulations,or restrictions in the nature of a prohibition or moratorium,
or any bona fide delay beyond the reasonable control of Landlord or Tenant, as applicable. The foregoing shall not
apply to any payments of money due under this Lease.
16.2 Holding Over. If Tenant remains in possession of the Premises after the end of the Term without
having executed and delivered a new lease or an agreement extending the Term,there shall be no tacit renewal of
this Lease or the Term, and Tenant shall be deemed to be occupying the Premises as a Tenant from month to
month at a monthly Minimum Rent payable in advance on the first day of each month equal to twice the monthly
amount of Minimum Rent payable during the last month of the Term, and otherwise upon the same terms as are
set forth in this Lease, so far as they are applicable to a monthly tenancy.
16.3 Waiver; Partial Invalidity. If Landlord excuses or condones any default by Tenant of any obligation
under this Lease, this shall not be a waiver of such obligation in respect of any continuing or subsequent default
and no such waiver shall be implied; All of the provisions of this Lease are to be construed as covenants even
though not expressed as such. If any provision of this Lease is held or rendered illegal or unenforceable it shall be
considered separate and severable from this Lease and the remaining provisions of this Lease shall remain in force
and bind the parties as though the illegal or unenforceable provision had never been included in this Lease.
16.4 Recording. Neither Tenant nor anyone claiming under Tenant shall record this Lease or any
memorandum hereof in any public records without the prior written consent of Landlord.
16.5 Notices. Any notice, consent, or other instrument required or permitted to be given under this
Lease shall be in writing and shall be delivered in person, or sent by certified mail, return receipt requested, or
`overnight express mail courier, postage prepaid, addressed (i)if to Landlord, at the address set forth in the Lease
Summary;and(ii)if to Tenant,at the Premises or, prior to Tenant's occupancy of the Premises,at the address set
forth on the Lease Summary. Any such notice or other instruments shall be deemed to have been given and
received on the day upon which personal delivery is made or, if mailed, then forty-eight(48) hours following the
date of mailing. Either party may give notice to the other of any change of address and after the giving of such
notice, the address therein specified is deemed to be the address of such party for the giving of notices. If postal
service is interrupted or substantially delayed, all notices or other instruments shall be delivered in person or by
overnight express mail courier.
Page 1Z26 of 1502
16.6 Successors; Joint and Several Liability. The rights and liabilities created by this Lease extend to
and bind the successors and assigns of Landlord and the heirs,executors,administrators,and permitted successors
and assigns of Tenant. No rights, however, shall inure to the benefit of any transferee unless such Transfer
complies with the provisions of Article VIII. If there is at any time more than one Tenant or more than one person
constituting Tenant, their covenants shall be considered to be joint and several and shall apply to each and every
one of them. _
16.7 Captions and Section Numbers. The captions, section numbers, article numbers, and table of
contents appearing in this Lease are inserted only as a matter of convenience and in no way affect the substance
of this Lease.
16.8 Extended Meanings. The words "hereof," "hereto," "hereunder," and similar expressions used in
this Lease relate to the whole of this Lease and not only to the provisions in which such expressions appear. This
Lease shall be read with all changes in number and gender as may be appropriate or required by the context. Any
reference to Tenant includes, when the context allows, the employees, agents, invitees, and licensees of Tenant
and all others over whom Tenant might reasonably be expected to exercise control. This Lease has been fully
reviewed and negotiated by each party and their counsel and shall not be more strictly construed against either
party.
16.9 Entire Agreement; Governing Law;Time. This Lease and the Exhibits and Riders, if any, attached
hereto are incorporated herein and set forth the entire agreement between Landlord and Tenant concerning the
Premises and there are no other agreements or understandings between them. This Lease and its Exhibits and
Riders may not be modified except by agreement in writing executed by Landlord and Tenant. This Lease shall be
construed in accordance with and governed by the laws of the State of Florida. Time is of the essence of this
Lease.
16.10 No Partnership. The parties hereby acknowledge that it is not their intention under this Lease to
create between themselves a partnership, joint venture, tenancy-in-common, joint tenancy, co-ownership, or
agency relationship. Accordingly, notwithstanding any expressions or provisions contained herein, nothing in this
Lease, whether based on the calculation of rental or otherwise, shall be construed or deemed to create, or to
express an intent to create,a partnership,joint venture,tenancy-in-common,joint tenancy,co-ownership or agency
relationship,of any kind or nature whatsoever between the parties hereto. The provisions of this section shall survive
expiration of the Term.
16.11 Quiet Enjoyment. If Tenant pays rent and other charges and fully observes and performs all of its
obligations under this Lease,Tenant shall be entitled to peaceful and quiet enjoyment of the Premises for the Term
without interruption or interference by Landlord or any person claiming through Landlord.
16.12 Brokerage. Landlord and Tenant each represent and warrant one to the other that except as set
forth in the Lease Summary, neither of them has employed any broker in connection with the negotiations of the
terms of this Lease or the execution thereof. Landlord and Tenant hereby agree to indemnify and to hold each other
harmless against any loss,expense,or liability.with respect to any claims for commissions or brokerage fees arising
from or out of any breach of the foregoing representation and warranty. Landlord recognizes the broker(s)specified
in the Lease Summary as the sole broker(s)with whom Landlord has dealt in this transaction and agrees to pay any
commissions determined to be due said broker(s).
16.13 Radon Notice. Chapter 88-285, Laws of Florida, requires the following notice to be provided with
• respect to the contract for sale and purchase of any building,or a rental agreement for any building. RADON GAS:
Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities,
may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state
guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may
be obtained from your county public health unit.
Page 1217 of 1502
16.14 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.
16.15 TRIAL BY JURY. LANDLORD AND TENANT EACH HEREBY WAIVES ITS RIGHT TO A JURY
TRIAL OF ANY ISSUE OR CONTROVERSY ARISING UNDER THIS LEASE.
Page 148 of 1502
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 Alina T. Hudak Executive Director
By:
Witness
Print Name
ATTEST: TENANT:
OPEN VISION ONE, LLC, a Florida limited liability company
By: By:
Witness Banjac, Miroslav, President
Print Name
•
By:
Witness
Print Name
Page 1229 of 1502
EXHIBIT"A"
Legal Description
Lots 8, 9, 10, 11, 12 and 13, Block 57, Fisher's First Subdivision of Alton Beach, according to the Plat thereof, as
recorded in Plat Book 2, Page 77 of the Public Records of Dade County, Florida, together with all of 16th Street
(Avenue"C"), less and except the following described parcel:
•
BEGINNING at the Southwest corner of Block 54 of said Fisher's First Subdivision of Alton Beach Plat;thence North
88°.0' 53" East along the South line of said Block 54, a distance of 443.08 feet, to the Southeast corner of said
Block 54;thence South 07° 35'04"West, a distance of 96.26 feet,to a point of cusp with a tangent curve concave
to the Southwest;thence along the arc of said curve to the left, having a radius of 25.00 feet and a central angel of
90°00'00",an arc distance of 39.27 feet,to a point of tangency;thence North 82°24'52"West,a distance of 24.75
feet;thence South 88°00'53"West along a line 8.00 feet North of and parallel with, as measured at right angles to
the North line of Block 57,of said plat, a distance of 382.18 feet to a point on the Easterly Right-of-Way line of
Washington Avenue;thence North 01°59' 11"West along said Easterly Right-of-Way line, a distance of 62.00 feet
to the Southwest corner of said Block 54 and the Point of beginning.
Said lands lying and being in the City of Miami Beach and containing 65,910 square feet(1.5131 Acres) more or
less.
Lease Agreement-Open Vision One Rev 7.6.22
Page 1430 of 1502
EXHIBIT"B"
Site Plan of Retail Space and Location of Premises
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Page 1431 of 1502
EXHIBIT"C"
RULES AND REGULATIONS
1. Security.Landlord may from time to time adopt appropriate systems and procedures for the security
or safety of the Retail Space, any persons occupying, using, or entering the same, or any equipment, furnishings,
or contents thereof, and Tenant shall comply with Landlord's reasonable requirements relative thereto.
2. Return of Keys. At the end of the Term, Tenant shall promptly return to Landlord all keys for the
Retail Space and Premises which are in the possession of Tenant. In the event any Tenant fails to return keys,
Landlord may retain$300.00 of Tenant's security deposit for locksmith work and administration.
3. Repair. Maintenance, Alterations, and Improvements. Tenant shall carry out Tenant's repair,
maintenance, alterations, and improvements in the Premises only during times agreed to in advance by Landlord
and in a manner which will not interfere with the rights of other Tenant's in the Retail Space.
4. Water Fixtures.Tenant shall not use water fixtures for any purpose for which they are not intended,
nor shall water be wasted by tampering with such fixtures. Any cost or damage resulting from such misuse by
Tenant shall be paid for by Tenant.
5. Personal Use of Premises. The Premises shall not be used or permitted to be used for residential,
lodging, or sleeping purposes or for the storage of personal effects or property not required for business purposes.
6. Heavy Articles. Tenant shall not place in or move about the Premises without Landlord's prior
written consent any safe or other heavy article which in Landlord's reasonable opinion may damage the Premises,
and Landlord may designate the location of any such heavy articles in the Premises.
7. Bicycles, Animals. Tenant shall not bring any animals or birds into the Retail Space and shall not
permit bicycles or other vehicles inside or on the sidewalks outside the Retail Space except in areas designated
from time to time by Landlord for such purposes.
8. Deliveries.Tenant shall ensure that deliveries of supplies,fixtures, equipment,furnishings, wares,
and merchandise to the Premises are made through such entrances,elevators, and corridors and at such times as
may from time to time be designated by Landlord and shall promptly pay or cause to be paid to Landlord the cost
of repairing any damage in the Retail Space caused by any person making improper deliveries.
9. Solicitations. Landlord reserves the right to restrict or prohibit canvassing,soliciting,or peddling in
the Retail Space.
10. Refuse. Tenant shall place all refuse in proper receptacles provided by Tenant at its expense in
the Premises or in receptacles (if any) provided by Landlord for the Retail Space and shall keep sidewalks and
driveways outside the Retail Space, and lobbies, corridors,stairwells,ducts, and shafts of the Retail Space,free of
all refuse.
11. Obstructions. Tenant shall not obstruct or place anything in or on the sidewalks or driveways
outside the Retail Space or in the lobbies, corridors, stairwells, or other common areas, or use such locations for
any purpose except access to and exit from the Premises without Landlord's prior written consent. Landlord may
remove at Tenant's expense any such obstruction or thing caused or placed by Tenant (and unauthorized by
Landlord)without notice or obligation to Tenant.
Page 1432 of 1502
12. Proper Conduct. Tenant shall not conduct itself in any manner which is inconsistent with the
character of the Retail Space as a first quality retail center, or which will impair the comfort and convenience of
other Tenant's in the Retail Space.
13. Employees, Agents, and Invitees. In these Rules and Regulations, "Tenant" includes the
employees, agents, invitees, and licensees of Tenant and others permitted by Tenant to use or occupy the
Premises.
14. Pest Control. In order to maintain satisfactory and uniform pest control throughout the Retail
Space,Tenant shall engage for its own Premises and at its sole cost,a qualified pest extermination contractor either
designated or approved by Landlord,who shall perform pest control and extermination services in the Premises at
such intervals as reasonably required or as may be directed by Landlord.
Page 1433 of 1502
EXHIBIT"D"
Prohibited Uses
1. In no event may the primary business at the Premises engage in the operation of a cocktail lounge.
2. In no event may the primary business of the Premises engage in the operation of a Cuban or latin cuisine.
It is not the intent of Prohibited Uses to limit Tenant's Permitted Use, but to limit direct competition,consolidation of
merchandise, services, and business image between tenants. It is understood there may be some items or item
categories available in multiple locations at the Retail Space, but there shall not be comparable categories along
with a similar display of business image.
Page 1434 of 1502
EXHIBIT"E"
Landlord's Signage Criteria
Tenant Sign Standards—16th Street and Washington Avenue Frontages
Tenant signage is to be located in the 6'-0"wide transom panel above the entrance doors to each space.
One 15amp 110volt AC electrical circuit has been provided at the designated sign location above the entrance
doors for illuminated tenant signage.The area of the sign shall not exceed twenty(20)square feet.
Three (3)tubular aluminum mounting rails are provided on the transom framing, in front of the glass line.The
tenant sign shall mount to the rails and shall be composed of individual letters,symbols,or decorative elements.
The individual letters are encouraged to be neon illuminated.
No box signs are allowed so as to maintain maximum transparency of the storefront line.
Mounting rails —7
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Page '1,35 of 1502
•
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.
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Page 436 of 1502