The Ballet Valet Parking CO Maintenance Agreement Notice of Change of Address
See Following Page
GOLDMAN .•' ROPER TOES
July 7,2022
c,
Via Certified U.S.Mail Return Receipt Requested
City of Miami Beach
1700 Convention Center Drive
4'1'Floor
Miami Beach,FL 33139 •
iAttn;i City Manager&Gity Attorney;
Re: NOTICE OF CHANGE OF ADDRESS
Dear City Manager&City Attorney:
I write to you on behalf of The Ballet Valet Parking Company,Ltd.with respect to the following
agreements(collectively,the"Agreements"):
1. Maintenance Agreement by and between the City of Miami Beach and The Ballet Valet Parking
Company Ltd.Dated August 11, 1997;
2. Lease Agreement by and between the City of Miami Beach and The Ballet Valet Parking
Company,Ltd.Dated August 11, 1997;
3. Parking Agreement by and between the City of Miami Beach and The Ballet Valet Parking
Company, Ltd.Dated August II, 1997;and
4. Acquisition, Construction and Development Agreement for the Parking Garage Project at SW
Corner of Collins Avenue and 7th Street among the City of Miami Beach, The Ballet Valet
Parking Company,Ltd.,and McCarthy Brothers Company dated June 6, 1995.
Please be advised that The Ballet Valet Parking Company,Ltd.'s address for all purposes of notice under
each of the Agreements is updated as follows: -
The Ballet Valet Parking Company,Ltd.
c/o Goldman Properties
•
310 NW 26th Street
Suite B
Miami,FL 33127
• Attn:Daniel T.Whyte,Esq.
Should you have any questions,please contact me at(305)804-2602 or danielw@goldmanproperties.com
Sincerely,
Daniel T. Whyte,Esq.
On behalf of The Ballet Valet Parking Company,Ltd
!///
Maintenance Agreement
Lease Agreement
Parking Agreement
Memorandum of Right of First Refusal
Memorandum of Option
MAINTENANCE AGREEMENT
THIS MAINTENANCE AGREEMENT (the "Maintenance Agreement") is
made by and between the City of Miami Beach, a Florida municipal
corporation (the "City") and The Ballet Valet Parking Compaq fk,
Ltd. , a1 Florida limited partnership ("BV") and is dated this II �I
day of f-►vaust, 1997.
J
• Ecz arts :
WHEREAS, BV owns the property legally-described on Exhibit "A"
attached hereto and made a part hereof (the "Retail Space") .
WHEREAS, the City owns the property legally described on
Exhibit "B" attached hereto and made a.part hereof (the "Garage") .
WHEREAS, simultaneously herewith, the City and BV are entering
into a lease whereby the City will lease to BV the land and the
improvements under the ramp of the Garage (the "Ramp Space") as
more particularly delineated on Exhibit "C" attached hereto and
made a part hereof.
WEAK, the City and BV have entered into an Acquisition,
Construction and Development Agreement dated June 5, 1994 (the
"Agreement") , for the construction and development of the Garage
and the Retail Space contiguous thereto (collectively, the
"Project") .
WHEREAS, in order to clarify the respective maintenance
responsibilities of the City and By under the Agreement with
respect to the Garage the Retail Space and the Ramp Space, the
into have entered this Agreement.
WHEREAS, the City and BV recognize that due to the contiguity
of the Garage and the Retail Space and the fact that certain
support systems of the Garage may run through the Retail Space,
certain of the respective maintenance- functions and
responsibilities willoverlap.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and for other good and valuable considerations,
the receipt and sufficiency of which are hereby acknowledged, the
undersigned, intending to be legally bound, do hereby covenant and
agree as follows:
1. Recitals. Each and all of the foregoing recitations are
true and correct and are incorporated herein by reference and made
a part hereof.
2. Maintenance Res_nonsibilitv. The City, at its sole cost and
expense, shall be responsible for all normal maintenance to
(including, but not limited to the cleaning and painting thereof)
and all repairs and replacements to the Garage, which shall be
furnished at such times, in such manner, and to such extent as is
reasonably required to maintain the Garage in good order and
condition and in a manner benefitting a first class retail/garage
building in Miami Beach, Florida. BV at its sole cost and expense,
shall be responsible for all normal maintenance to (including, .but
not limited to the cleaning and painting thereof) and all repairs
and replacements to the Retail Space and Ramp Space, which shall be
furnished at such times, in such manner, and to such extent as is
reasonably required to maintain the Retail Space and Ramp Space in
good order and condition and in a manner benefitting a first class
retail/garage building in Miami Beach, Florida. All maintenance and
repair work shall be accomplished with diligence and continuity so
as not to interrupt or curtail the use of the Garage, the Retail
Space or the Ramp Space. The Garage, the Retail Space, the Ramp
Space and all improvements, parking areas, driveways, sidewalks,
utility facilities, signs and landscaping thereon shall at all
times be maintained and repaired by the City and/or BV,
respectively, so as to keep same in a neat, clean and sanitary
condition, in good order and repair and in accord with all
governmental requirements and regulations. The responsibilities of
the City for the Garage and of BV for the Retail Space and the Ramp
Space shall include the maintenance and care of all interior and
exterior surfaces of the buildings, the patching, repairing and
striping of all parking areas and driveways, and the maintenance,
trimming, watering and replacement of all grass, trees, shrubs and
other landscaping thereon. A detailed schedule of the required
maintenance is attached hereto and made a part hereof as Exhibit
The City and BV acknowledge and agree that, due to the
contiguity of the Retail Space and the Garage and the fact that
certain support systems of the Garage run through the Retail space,
certain costs and responsibilities cannot be attributed solely to
the Garage or the Retail Space. The City and BV acknowledge that
these mutual support systems include, but are not limited to,
essential structural support elements, pump systems for flood water
control, fire stand pipes, public fire exits and fire control
systems, gas, electric, telephone, water, sewer, wastewater storm
water, drainage and other utility lines, pipes, conduits and
systems, elevator apparatus and elevator banks, mechanical elevator
machinery, water, electrical and other utility rooms, including
meters and meter rooms, heating, ventilating and air-conditioning
systems, machinery and equipment, electrical, plumbing and
mechanical systems pertaining to and needed now and in the future
to support the use and operate the Garage. To the extent that any
of the foregoing are physically located within the Retail Space or
the Ramp Space, BV shall be responsible for their maintenance
and/or repair, the cost of which will be divided equally between
_,_. the City and BV. The City agrees to reimburse BV for the City's
portion of such costs within forty-five days after receipt by• the
-- 2 -
City from BV of such invoices and other supporting documentation as
will reasonably confirm the maintenance/repair work that has been
done and the cost thereof.
3. Dispute. In the event that the City and BV cannot agree on
which party is responsible for the maintenance and/or repair of
certain portions of the Project, the City will make such
determination and will notify BV of same in writing. The existence
of a dispute between the City and BV over maintenance
responsibility shall not relieve either party of performing such
maintenance or repairs in accordance with the determination made by
the City, unless such determination is changed by: (i) mutual
agreement of. the parties, (ii) a final court order of a court .of 2
competent jurisdiction, or by (iii) Arbitration (in the manner .
hereinafter set forth) . If BV fails to contest the City's
determination by commencing an Arbitration proceeding within thirty
(30) days after BV's receipt in writing of the City's
determination, then BV shall be deemed to have accepted the City's
determination of maintenance responsibility. If BV timely files an
Arbitration proceeding to contest the city's determination, BV
shall only be entitled to reimbursement from the City for the costs
of performing the disputed work after the repair/maintenance work
has been completed.
4. Arbitration. If By timely contests the City's determination
of maintenance/repair responsibility, the controversy shall be
settled by Arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration, Association, and the
Arbitration award shall be final and binding upon the parties
hereto and subject to no appeal. The Arbitration award shall deal
with th0► question of the costs of Arbitration and all matters
related thereto. In that regard, the City and BV shall mutually
select one arbitrator, but to the extent the parties cannot agree
upon the arbitrator, then the American Arbitration Association
shall appoint one. Judgment upon the Arbitration award rendered may
be entered into any court having jurisdiction or application may be
made to such court for an order of enforcement.
5. Notices. All notices, certificates or other..communications
hereunder shall be written and shall be deemed given when mailed by
certified mail, addressed as follows:
(a) If to By, to: Mr. Anthony Goldman
Goldman Properties
c/o Park Central Hotel
s40 Ocean Drive
Miami Beach, Florida 33139
and at: 103 Greene Street
New York, New York 10012
3 -
(b) If to City, to: City of Miami Beach •
1700 Convention Center Drive
4th Floor
• Miami Beach, Florida 33139
Attention: Mr. Roger Carlton, City Manager
and to: City of Miami Beach
1700 Convention Center Drive
4th Floor
Miami Beach, Florida 33139.
Attention:. , City
Attorney
The City and BY may, by written notice given hereunder,
designate any further or different addresses, which subsequent
notice of change of address shall be effective only when received
by each other party hereto.
6. Agreement Binding Unen Parties and Successors,. This
Maintenance Agreement shall inure to the benefit of and shall be
binding upon the City and BY and their respective successors and
assigns.All notices, certificates or other communications hereunder
shall be written and shall be deemed given when mailed by certified
mail, addressed as follows:
(a) If to BY, to: Mr. Anthony Goldman
Goldman Properties
c/o Park Central Hotel •
640 Ocean Drive
Miami Beach, Florida 33139
and at: 103 Greene Street
New York, Nett York 10012
(b) If to City, to: City of Miami Beach
1700 convention Center Drive
4th Floor
Miami Beach, Florida 33139
Attention: Mr. Roger Carlton, City Manager
and to: City of Miami Beach
1700 Convention center Drive
4th Floor
Miami Beach, Florida 33139
Attention: City
Attorney
- 4 -
7. Moaificatio n or Ame ent d . No modification or amendment of
this Maintenance Agreement may be made except by written agreement
only, executed by both of the parties hereto.
8. Counterparts. This Maintenance Agreement may be executed in
several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
9. Govexnina Law. This Maintenance Agreement shall be
construed and enforced according to the laws of the State of
Florida. Any litigation arising herefrom shall be filed in Dade
County, Florida.
IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement as of the day and year first above written.
Signed, sealed and delivered
in the presence of:
TE T; 00 City of ami Beach,
a Flori. - munici•;= .
corpora ion /
1 BY: A A.
-
c—Rbbert archer;;_'Ci y Cler Se g our elbe , Mayor
• The Ballet Valet Parking
Company, Ltd., a Florida
limited partnership
By: The Ballet Valet Corp. ,
Pr to lame: "MD caal a Florida co poration,
its sole ge eral
partner
ed Name AI7xpncirccor-dc r, f
By: /J
R any Goldman
es'dent
APPROVED AS TO
FORM& LANGUAGE
&FOR EXECUTION
- 5 - �
42
iiy A orney
STATE OF FLORIDA )
) cc:
COUNTY OF. DADE )
The foregoing instrument was acknowledged before me this
day of J , 1997, bySeYkp,,12. C.,guiseR, the Mayor of City of Miami
Beach Florida,r d a Florida municipal corporation. M (oR GgLe& iS t
personally known to me or produced as identification
and who ^
• a i.4�,ss, tc t„5 kawancmA4
r.•: �,"i C.Dixon
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M CoII mi & i f ^Yr`'.vice&t�ondL�g /
y � ���t'rurrrraaaaarrx. state of Florid
[Notary Seal]
STATE OF F1.4ztog )
) cc: •
COUNTY OF D A-o L( )
The foregoing instrument was acknowledged before me this
day of Ave-urr— , 1997, by R. Anthony Goldman, the •President of •The
Va
Ballet at Corp. , a Florida corporation, the sole general partner
of The Ballet Valet Parking Company,Y . Ltd. , a Florida limited
partnership, on behalf of the said limited partnership. R. Anthony
Goldman is personally known to me or produced Nfh- as
identification and who did/did not take an. oath.
Notary Publ •
My Commission Expires: State of
Notary Seal] •
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•
- EXHIBIT A
•
RETAIL SPACE
•
•
A part of Lot 1, Block 34, OCEAN BEACH, FLA., ADDITION No. 1, a subdivision
recorded in Plat-Book 3 at page 11 of the public records of Dade County,
• Florida; said part of Lot 1, recorded in Official Record 16482 at page 0713
of the public records of Dade County, Florida, and described as follows:
Lot 1, less the Westerly 62.50 feet thereof; also less the Easterly 72.68
feet: of the Southerly 42.00 feet of- Lot 1; also less the Easterly 70.18 i.
feet of the Northerly 8.00 feet of Lot 1; all in Block 34, OCEAN BEACH,
FLA. , ADDITION No. 1, Recorded in Plat Book 3, at page 11 of the public
records of Dade County, Florida.
•
The Horizontal boundary of Lot 1, less all excepted parts contains, 261
square feet, more or less.
ALSO:
•
Lots 2 though 5 inclusive, Block 34, OCEAN BEACH, FLA. , ADDITION No. 1, •
Recorded in Plat Book 3, at page 11 of the public records of Dade County,
Florida.
Less and excepting therefrom that part of Lots 2 through 5 inclusive in
referenced Block 34 and described in Official Record 16396, page 0871 of
the public records of Dade County, Florida and described as follows:
PARCEL 1: That part of Lots 2 through 5 inclusive, Block 34, OCEAN BEACH,
FLA. , ADDITION No. 1, Recorded in Plat Book 3, at Page 11 of the public •
records of Dade. County, Florida. Part of Lots 2 though 5: Bounded on the
West by the Westerly line of said Lots 2 through 5, bound on the North by
the Northerly line of Lot 2; bounded on the South by the Southerly line of
Lot 5; bounded on the East by a line described as follows: Commence
(P.O.C.) at the Southwest corner of said Lot 5 and run S.79°12'25" E. along
the Southerly line of Lot 5, a distance of 45.16 feet to the Point of
Beginning of the referenced Easterly line, thence run N. 10°47'35" E. along
a line parallel with and 45.16 feet' Easterly of the Westerly line. of Lots
5 through 3 inclusive, a distance of '150.00 feet; thence run N. 29°55'12"
E. across Lot 2, a distance of 52.92 feet to the Northerly line of Lot 5,
said point being 62.50 feet Easterly of the Northwest corner of Lot 5.
Area described contains 9465.5 square feet.
ALSO:
Lot 6, Block 34, OCEAN BEACH, FLA. , ADDITION No. 1, Recorded in Plat Book
3, at page 11 of the public records of Dade County, Florida, less and
excepting that part of said Lot 6, described in Official Record 16396, page
0874 of the public records of Dade County, Florida, as follows:
PARCEL 1:
•
,The Westerly 45.16 feet of Lot 6, Block 34, OCEAN BEACH, FLA. , ADDITION No.
1, Recorded' in Plat Book 3, at page 11 of the public records of Dade
County, Florida contains 2108 square feet.
Lot 6 less excepted part contains 4, 892 square feet, more or less.
08/08/97 FRI 12:40 FAX 3056623816 ROTH & SCHOLL - C?J001
EXHIBIT 8
CITY OF MIAMI BEACH PROPERTY:
A part of Lot 1 through 6, inclusive, Block 34, OCEAN BEACH, FLA., ADDITION No. 1,
a subdivision recorded in Plat Book 3 at page 11 of the public records of Dade
County, Florida; said pert described as follows: (Begin P.O.B,) at the S.W. corner
of said Lot 6 and run S..79'12'25" E. along the South line of Lot 6, 45.16 feet;
thence run N,10,47'35" E. across Lots 6, 5, 4 and 3, a distance of 200.00 feet to
. a point on the North line of Lot 2, said point being 45.16 feet Easterly of the
Southwest corner of said Lot 2; thence run N.29°55'12" E. a distance of 52.92 feet
to a point on the North line of Lot 2, said point being 62,50 from the Northwest
corner of Lot 2; thence run N.10'47'35" E. a distance of 50.00 feet to the North
line of Lot 1; thence run N,79"12'25" W. along the North line of Lot 1, 62.50 feet
to the Northwest corner of Lot 1; thence S,10°47'35" W. along the Westerly line of
Block 34, along the Westerly line of Lots 1 through 6 inclusive, a distance of
300.00 feet to the Point of Beginning (P.O.B.) .
•
Ares of City of Miami Beach Property is 14,848 square feet, more or leas or 0.341
acres, more or less.
ALSO:
The Horizontal Boundary of a part of Lots 1 through 6, inclusive, Block 34, OCEAN
BEACH, FLA. , ADDITION No. 1, a subdivision recorded in Plat Book 3 at page 11 of
the public records of Dade County, Florida; said part bounded as follows: Bounded
on the East by the Easterly line of said Lots 1 through 6, inclusive, bounded on
the North by the Northerly line of Lot 1; bounded on the South by the Southerly
line of Lot 6; bounded on the West by a line described as follows: Commence
(P.O.C.) at the Southwesterly corner of Lot 6 and run 6.79`12'25" E. along the
Southerly lino of Lot 6, a distance of 45.16 feet to the Point of Beginning
(P.O.B.) of said line; thence run N.10'47'35° E. along a line 45.16 feet Easterly
of the Westerly line of Lots 6 through 3, a distance of 200.00 feet to the
Northerly line of referenced Lot 3; thence run N.29'55'12" E. across Lot 2, a
distance of 52.92 feet to the Northerly line of said Lot 2, said point being 62.50
feet from the Northwest corner of Lot 2; thence run N,10'47'35" E. across Lot 1,
50.00 feet co a point on the North line of Lot 1, said point being 62.50 feet from
the N.W. corner of Lot 1. Base of Area described contains square feet, more or
less, or acres, more or less.
LESS AND EXCEPTING THEREFROM:
Air Rights Easement "A"' .
Air Rights for the Easterly 13.16 feet of Lot 1 through 6, inclusive, Block 34,
OCEAN BEACH, FLA., ADDITION No: 1, Recorded in Plat Book 3, at page 11 of the
Public Records of Dada County, Florida.
The Lowest Vertical Boundary of the above described Air Rights is at an Elevation
of 40.00 feet,. National Geodetic Vertical Datum (N.G.V.D.), 1929. The upper
boundary of the said Air Rights is an Elevation of infinity. The City of Miami..
Beach owns the Air Rights from 40.00 feet to infinity.
•
Area of. the Base of the Air Rights is 2,632 square feet.
ALSO LESS AND EXCEPTING THEREFROM:
Air Rights Rasement "N"
Air Rights for a part of Lots 1 through 6, inclusive, Block 34, OCEAN BEACH, FLA.,
ADDI:'TON No. 1, Recorded in Plat Book 3, at page 11 of the public records of Dade
County, Florida; said part bounded as follows: Bounded on the East by a line 13.16
feet Westerly of the Easterly line of said Lots 1 through 6, inclusive, bounded on
the North by the Northerly line of Lot 1; bounded on the South by the Southerly
line of Lot 6; bounded on the West by a line described as follows: Commence
(P.O.C.) at the Southwesterly corner of Lot 6 and run S.79°12'25" E. along the
Southerly line of Lot 6, a distance of 45.16 feet to the Point of Beginning
(P.O.B. ) of said line; thence run N.10°47'35" E. along a line of 45..16 feet
Easterly of the Westerly line of Lots 6 through 3, a distance of 200.00 feet to the
Northerly line of referenced Lot 3; thence run N.29'55'12" E. across Lot 2, a
distance of 52.92 feet to the Northerly line of said Lot 2, said point being 62.50
feet from the Northwest corner of Lot 2; thence run N.10°47'35" E. across Lot 1,
50.00 feet to a point on the North line of Lot 1, said point being 62.50 feet from
the N.W. corner of Lot 1.
The Lowest Vertical Boundary of the above described Air Rights is at an elevation
• as shown on the adjacent sketch, National Geodetic Vertical Datum (N.G.V.D.) , 1929.
The upper boundary of the said Air Rights is an elevation of infinity- The City
of Miami Beach owns the Air Rights above the lowest vertical boundary to infinity.
•
_ •
BALLET •
VALET UNDER RAMP _
2213 sq ft a Loading Dock
• 166 sq ft..'f trash room .
907 sq ft• storage room •
3286 sq ft = TOTAL SQ FT LEASES AREA •
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II
EXHIBIT D-1
•
6TH & COLLINS AVENUE PARKING GARAGE
ANNUAL LANDSCAPE MAINTENANCE SPECIFICATIONS
1. GENERAL
1. 01 ' Scope of Work , �.
A. The work specified in this section and in the
SCHEDULE OF MAINTENANCE enclosed herein, consists of
furnishing all labor, machinery, tools, means of.
transportation, supplies, equipment, materials,
services and incidentals necessary to provide
complete landscape maintenance services for all
planters fronting the garage, and the street trees
along Collins Avenue.
B. The work shall include, litter pick-up, weeding,
pruning and fertilizing, pest and disease control,
watering and irrigation system repair and
maintenance, and replacement of plants as required.
C. The work shall also include Traffic Control as
described herein.
•
1. 02 Ouality Assurance
A. The Contractor' s Superintendent shall and be well
versed in Florida maintenance operations and
procedures.. All employees shall be competent and
skilled in their' particular. job in order to insure
that they properly perform the work assigned.
1. 03 - Time of Commencement and Duration of Maintenance
Period
A. The maintenance period shall begin on g" 0-- °I1
and continue for ' ' f days.
Vim•
1 . 04 Definition of Owner
A. The Owner as referred to in this specification is
the City of Miami Beach Off-Street Parking
--:. Authority. .
PAGE 1 OF 10 •
•
•
1.05 Replacement of Plants
A. If plants are not in a healthy growing condition,
dying or dead, then the Contractor shall replace the
plant (s), as directed by the Owner.
•
B. The size of the replacement plant shall equal the,
height of the one being replaced. If excavation- of
soil to install the new plant will cause damage to
adjacent. plants, then a smaller size can be - used,. as
determined by the Owner.
C. Replacements shall be provided and installed on a
unit cost basis, at the schedule of rates enclosed
in the Contract .
D. IF ANY PLANTS ARE DAMAGED TO REDUCE THEIR HEALTH AND
QUALITY BELOW THAT AS DEFINED AS FLORIDA #1, OR ARE
KILLED AS A RESULT OF NEGLIGENCE BY THE CONTRACTOR,
THEN THE CONTRACTOR SHALL BE RESPONSIBLE TO REPLACE
SUCH PLANTS AT HIS EXPENSE.
1. 06 Replacement of Irrigation System Parts
A. The Contractor shall repair or replace any parts of
the irrigation system that are not functioning
properly on a unit costs basis, at the scheduled
rates enclosed in the Contract, after approval of
the replacement by the- Owner.
1 . The Contractor is responsible., to notify the Owner
immediately upon discovery of any deficiencies in
the irrigation system operations. Failure to do
so, and failure to perform regular maintenance of
the system, that causes plants to die or fall
below Florida #1 standards, will be grounds to
required plant replacement by the Contractor at
no cost to the Client.
2 . If the Owner fails to approve replacement in a
timely manner, and plant material dies or falls
below Florida No. 1 standards as a direct result
•
of lack of- water, - then the Contractor shall not
be held responsible for replacement of plants .
PAGE 2 OF 10
F _ •
•
• B. Submit on an as needed basis, a schedule of spraying
and dusting. materials to be used to control pests
and disease infestation, the reason for their use
and the method to be used to apply, the materials and
• the method of application before it is delivered and
used on the project. Also, if requested by the . _.
Owner, furnish documentation that the implementation.
of these control measures for pests and disease":
infestation is in strict compliance with all federal-
and local .regulations.
1. 07 Substitutions •
A. When the specified type, grade, quality, size,
quantity, etc. of a material is not available, the
Contractor shall submit a 'written request, to the
Owner of a substitution along with written,
documented proof that the specified type, grade, . _
quality, size, quantity, etc. of a material is not
available,' the Owner shall approve all substitutions
before they are delivered and installed. DO NOT
DELIVER AND INSTALL ANY MATERIAL, WHICH IS
ANTICIPATED. TO BE A SUBSTITUTE, BEFORE 'IT HAS BEEN
SUBMITTED IN WRITING AND APPROVED AS A SUBSTITUTE. ' •
ALSO, ANY CHANGES, IF ANY, TO THE CONTRACT AMOUNT
•
BECAUSE OF AN APPROVED SUBSTITUTE, SHALL BE
ESTABLISHED IN WRITING BETWEEN THE OWNER AND THE
CONTRACTOR. BEFORE THE'MATERIAL SUBSTITUTE- IS '
DELIVERED AND INSTALLED .ON THE PROJECT:
• 1. 08 Safety on and. off- the Job Site
A. In performing the scope of work; all safety on or
off the job site shall be the sole responsibility of
• the Contractor. The Owner shall not be responsible
for safety on or of the job site . The Owner' s on-
site observations or inspections shall be only for
the purpose of verifying that Plans and
Specifications are being implemented properly. The
Engineer' s on-site observations or inspections are
not for safety on or off the job site.
, PAGE 3 OF _10
B. Traffic Safety Control - The Contractor shall at his.
cost, observe all safety regulation; including
placing and display of safety devices, provisions of
police to control traffic, etc. as may be necessary
in order to conduct the public through the project
area in accordance with F.D.O.T. ' s "Manual on
Traffic: Controls and Safe Practices for Street
• Highway Construction, Maintenance and Utility
Operations'. " Traffic Control requirements during
the maintenance period shall be equivalent to the
Traffic Control requirements during planting.
2 . MATERIALS
2 . 01 Materials
•
A. All replacement material, plants, soil, mulch,
irrigation parts and equipment, etc. shall be _the
same as that originally specified. Plant sizes
shall be as specified in 1. 05 B of this
specification.
•
B . Fertilizer shall be of the type specified in 3 . 04,
C (2) of this Specification.
•
•
C. Insecticides & Fungicides shall be only those which
are approved or recommended far use by the
manufacturer for the specific controls necessary,
and those specified in. the SCHEDULE .OF MAINTENANCE
Only the Federal. Environmental. Protection Agency,
(EPA) approved products'. shall be used.
3 . EXECUTION
3.. 01 Litter Pick-Up
A. As specified in the SCHEDULE OF MAINTENANCE, pick up
and remove from site, including the adjacent alley,
sidewalks, and parking garage interior floors and
planters, all litter, leaf and landscape from •
landscape areas . Also remove any paper, trash, etc.
from the planters .
PAGE 4 OF 10
•
B. Do not remove litter from plant beds in such a way
that will damage the plants .
C. Sweep litter and leaf drop, from paved areas. Do
not sweep into catch basins.
3 .02 Weeding"
A. Weed Control in PlantingBeds
At each visit, remove weeds from shrub and
groundcover beds by hand-Dulling, removing roots as
well as the vegetative tops . Do not remove weeds by
hoeing. or other mechanical means which will disturb
shrub roots.
•
•
A. The shrub masses in the planters shall be pruned as
necessary from the outside of the building to keep
the leaf mass from growing more than three (3) feet
beyond the outside edge of the buildings ' decorative
screen. The individual groupings of species in the
planters shall be pruned vertically to conform as
. much as possible to the flowing lines. of the
:decorative screen pattern. Any branches grouping •
into the garage interior shall be cut . Remove dead
or weak branches, but DO NOT THIN the mass. The •
intent is to create a dense continuous plant mass
covering the entire face of the garage. SUCH -
PRUNING SHALL BE DONE ON AN. AS NEEDED 'BASIS TO KEEP"
THE PLANTS IN A NEAT, TRIMMED CONDITION, WITH NO
LESS THAN' TWO (2) PRUNINGS - PER' YEAR, SPACED ABOUT
SIX (6) MONTHS APART. The contractor shall remove
all clippings each day of pruning, leaving nothing .
overnight. Prune only as necessary to remove dead
or weak branches, crossing branches and suckers, . and
to maintain the desired heights and widths of
• plants.
B . Remove dead and dying palm fronds that fall to the
ground immediately and those hanging from the frond
boot at least six (6) times yearly, with each
pruning about two (2) months apart .
•
PAGE 5 OF 10
•
•
THE CONTRACTOR IS RESPONSIBLE TO RENT, LEASE, OR
PURCHASE A BUCKET LIFT CAPABLE OF REACHING ALL PARTS
. OF THE LANDSCAPING TO DO THE PRUNING OF THE
BUILDING.
3 .04 Fertilizing ._ . .. t.
A. Fertilizer shall be applied at the times of the year.
specified in the SCHEDULE OF MAINTENANCE. It shall
be dry and free-flowing when applied. Fertilizer
that had been wetted or is lumpy in texture shall
not be used. Fertilizer bags or -containers shall
have Florida Department of Agriculture certification
and tags affixed. .
B. Prior to fertilizing, thoroughly water all plants at
least one day earlier and no more than 2 - 3 days
before fertilizing.
C. Method of Application
1. Fertilizer for Washinctonia Palms shall be placed
by- Root- Inj ect'ion" Feeding: •
•
2. Planters shall be fertilized with a root drench
of LESCO 20-20-20 MacroN Soluble Fertilizer or
approved equal, at the manufacturer' s recommended
rates and in the case of the granular fertilizer,
LESCO Biochoice 10-2-2 all organic fertilizer,
broadcast the fertilizer- on the surface. in the .
amounts recommended by the manufacturer.- Apply
this carefully pushing aside leaf mass, to place
fertilizer directly on the soil, and avoiding
contact with leaves . CARE SHALL BE EXERCISED TO
AVOID CONTACT OF FERTILIZERS WITH CARS. •
D. Water lightly using hoses connected to hose bibs
provided with the sprinkler system immediately after
fertilizing to wash fertilizer off leaves and grass
blades, to avoid burning.
E. Special Micro-Nutrient Fertilizer Applications : If
nutritional- deficiencies occur despite the regularly
PAGE 6 OF 10
specified fertilizer applications, the Contractor
shall apply as required in amounts and frequency
recommended by the local County Agricultural
Extension office, micro-nutrients, either thru root-
zone feeding or foliar spray, whichever is deemed to
be most effective.. Apply foliar sprays on a calm
. day, and wash any spray_ off_,of pavements, cars, and
building immediately after spraying. Use a
surfactant .or spreader-sticker in the spray to
improve adherence and intake of the nutrients to the
leaves.
3 . 05 Insect and Disease Control •
A. Check for infestations during .each service cycle .
Contractor shall apply all insecticides as needed,
for complete control of pests and diseases . The
materials and methods shall be in accordance with
highest standard horticultural practices and as
recommended by the County Agent, and approved by the
Owner, prior to implementation.
3. When a chemical is being applied, the person using
it shall have in their possession all labeling
associated with the chemical: . Also, the- chemical
shall -be applied as indicated on the said labeling.
A specimen label and the Material Safety Data Sheet
for each product shall be supplied to FDOT.
C. All insecticides-. shall be applied by an operator •
licensed. pursuant to Chapter 487 of the Florida
Statues. The operator shall. have the
license/certification in his or her possession when
insecticides are being applied. The implementation •
of control measures for pests and disease
• infestations shall be in strict compliance with all
federal and local regulations . Upon request, the
Contractor shall furnish documentation of such
compliance.
D. • The spraying of insecticides and other such
chemicals are to be confined to the individual
plant. Spraying techniques which may introduce the
PAGE 7 OF 9
material being sprayed beyond the immediate area of
the individual plant, is strictly prohibited.
E. Spray or dust material on foliage only during calm
days. Do not apply when leaves are wet, when rain
is expected within 3 - 4 hours after spraying, or
when temperatures exceed 88 degrees Fahrenheit.
Spray at times when the traffic is lightest (i .e.
early mornings on weekends) . Use a spreader-sticker
to aid in adherence and absorption of the material.
Wash material off of pavements and buildings
immediately after applying.
F. Preventative treatments shall be done only as
specified in the SCHEDULE OF MAINTENANCE.
3 . 06 Irrigation and Watering of Plants
A. Inspect the irrigation system at each service cycle
to ascertain if there are any broken "Wethose" ,
pipes, fittings, etc. Visually check plant material
to see if there is any deterioration of quality and
growth due to lack of water.
B. Repair- or replace any damaged portions of the
irrigation system immediately upon discovery of
problems during inspection or when reported by the
Department.
1 . Use extreme caution during repairs to prevent.
damage to plant . material:
C. Watering during- periods when the irrigation system
is not operational, either due to breakdown of the
system, or an extended electric power failure, shall
be the responsibility of the Contractor.
1 . Supply of water suitable for irrigation shall be
the Owner' s responsibility. Distribution of the
water to the plants shall be the responsibility
of the Contractor. He shall use hand watering,
water trucks, portable pumps, etc. as required to
distribute the water.
PAGE 8 OF 10
2 . Apply water in quantities and at intervals
necessary to maintain the plants in a healthy
growing condition.
D. Adjustments to the watering schedule of the
irrigation controller shall be made by the
Contractor to relate to seasonal rainfall, cold .
spells, periods of drought,• etc. to maintain the
proper amount of water to the plants vet minimize
water consumption.
E. FLUSH THE ENTIRE WETHOSE SYSTEM THROUGH THE
INJECTION PORT WITH AN APPROVED LIQUID FLUSHING
MATERIAL WHICH IS FORMULATED TO DISSOLVE FUNGUS,
CALCIUM AND RUST BUILD-UP ONCE YEARLY, UTILIZING A
MINIMUM OF 30 GALLONS OF FLUSHING MATERIAL.
PAGE 9 OF 10
s: PG.spc
r:3/97
,• •
, ' • ',
6TH AND COLLINS AVENUE PARKING GARAGE
SCHEDULE OF MAINTENANCE _
3 _
s JAN FEB MAR APR MAY JUNE JULY AUG SEPT OCT NOV DECK REMARKS
once weekly; litter pickup,
STANDARD SERVICE ' 3 check for insects, disease, •
CYCLE - check & adjust irrigation as req.
• • check at each service cycle,
WEED CONTROL E ) perform as required
CLEAN UP ! at each service cycle
LITTER PICK-UP
apply LESCO 20-20-20 once mthly.
FERTILIZING with root drench
apply LESCO 10-2-2- once mthly.
, broadcast on surface
X - pruning with bucket lift on
PRUNING /( )( outside of building
. remove dead & dying palm fronds
1 See 3.03 of the SPECIFICATIONS
1 check at each service cycle
PEST CONTROL perform as required
MAINTENANCE OF - check & repair as required at each
SPRINKLER SYSTEM '1: service cycle; FLUSH SYSTEM ONCE
YEARLY
END OF SECTION
s:PG.ms - PAGE 10 OF 10 ,,
' • . A
•
•
6TH AND COLLINS AVENUE PARKING GARAGE
UNIT COST PLANT & IRRIGATION REPLACEMENT SCHEDULE
ITEM UNIT COST a
up to 3 ' tall 41 -6 ' tall 6' -8 tall
PLANTS
Clusia
guttifera
Conocarpus erectus
serecius
Scaevola
fruitescents
IRRIGATION PARTS (incl . installation)
Wethose Pipe
(per lin ft)
L
EXHIBIT D-2 .
• DESMAN
ASSOCIA T s s=
Project: 7TH & COLLINS GARAGE
Miami Beau, Florida March 1996
PARKING FACILITY MAINTENANCE rc SCHEDULE
'IJNCl'ION I IZI:QJ JENCY
I. Cleaning . r
a. Power sweeping all floors 1 hilly
b. Washing all floor Monthly
c Trash pick-up (cm-sitefacility)& in facility) `Daily
d. Empty trash receptacles' Daily
c. Elevator - Ilocxs walls, ceilings, doors, tntritR Daily
f. Stairs Floors. handrails [wily
g. All g[aas including window walls & dnca frames Monthly
h, Cleaning of glass in highly-traveled areas Weekly .
i. De-greasing of floors using.high-pressure water Simi-annually;
j. General removal of cobwebs, infestations, nests, etc, `� Wer-Toth
k. Removal of all graffito Daily
1. Toiled fiatursze, etc. Daily
m. Cashier booths Daily
•
2. Doors & Hardware
a. Review dour closers, lathing and bitching devices Weekly
b. Lubricate overhead doors Semi-annually
3. Elextrical System
st. Check lien fixtures & exposed conduit Weekly
b. Re-lamp lighting fixtures that have burned-cut bulbs•._ Weekly
c. Replace any faulty ballasts Monthly
d. Cheek illuminated Emergency and E isit signs Daily
e. Check illuminated directional signagr Daily
f Cheek distribution panels, switchgcur, rte. Semi-annually
*JisssiblR .ors f medic A1eiaasssente Corm d
•
4. Security Monitoring System
a_ 'Test all audio conirul buses &speaker horns Daily
b. Inspect all CCTV cameras Daily
a Elevator.tab communications and alarms Duly
Page 1
. _.
DESMAN
AlillOCIATIS
Project: '7TH & COLLINS GARAGE
Miami Desch, Florida March 1996
PARKING FACILITY MAINTENANCE & SCHEDULE (continued')
FLING7ION FREQUENCY
..t
5. Clevatars
P... Check indicator lights Weekly
b. Check otb µFunds Weekly
c. Check emergency mystery) Daily
d. Elevator maintenance Main ICIINTICC Cr/VitraCI
c. Clean all tracks Daily
G. Heating Ventilation &Air Conditioning
a. Check for proper oprratinn Monthly
b. Clean filters Qpartrrly
c. Lubricate As per ITS31111:3/41.111:715
recommendations
7. Landscaping
a. Landscaping rnatcrials . 1 andscaping Contract
b. weeding Landscaping Contract
C. I'rash removal Daily
8. • Painting
a. litspect all painted surfaces Semi-annually•
b. Prepare &re-paint all painted
surfat.es requiring tauch.up Scrni-annually
C. Re-stripe all parking stalls . Every 2 years
9. Plumbing System
a- Ches.* washdown system Scmi-annually
b. Mock drains Daily
c. CAean & remove oil from manholes Semi-annually
ci. Check fire prouaiive system & alarms Monthly* •
a. Check fire eetinguishers & cabinets Weekly*
F. Sanitary facilities Daily
.. N. Check well Weekly
h. Check garage intertmptor. Monthly
•or as viral are ary ,grIkfitinit Brea Semi-annually
Page 2
. .
DESMAN
AlifirstlIATICS
Project: 7TH & COLLINS GARAGE
Miami Beach,. Florida March 1996
PARKING FACILITY MAINTENANCE & SCHEDULE (continued)
FUNCTION FREQUENCY
- t
10. Roofing & Waterproofing
a.. Cheek for leaks Monthly
b. Check roofing material deterioration. Sc:rni-annually
c. Check & repair all sealants (in cnnrrctc,
window wall systems, doors, masonry, de.) - Annually
d. Cheek waterproofing membrane. above retail Semi-annually
]]. Signage
a. Check all signs Monthly
b. Clean all signs Semiannually
12. Masonry
a. Check for masonry tuc-kpoinung Annually
19. Stucco
a. Check O ndition Of sturen & repair as required Annually
14. Parking_Control Eapiipmer+t.
a. Check for proper operation Daily
b. Parking control equiprnent'maimsenant Maintenance Contract
15. Dolman Associates recommends an annual inspection by a qualified engineering firm to
prcpate a condition survey to ehixk for such items as:
a. Deterioration of concrete: i.e., dP]emirsktiens, slwIIs, .ealirtg.
b. longevity of concrete scaler
Water leakage
d. Condition of precast crnneetions
e. Cracking of concrete
f. Rusting of steel
g. Condition of waterproofing membrane.
Page 9
LEASE AGREEMENT
THIS LEASE AGREEMENT (the "Lease") made as of they "`- day of
kVaVS I, 1997 by and between the City of Miami Beach, a Florida
municipal corporation (the "Landlord") , and The Ballet. Valet
Parking Company, Ltd. , a Florida limited •partnership (the
"Tenant") .
WHEREAS, Tenant owns the property legally described on Exhibit' j
"A" attached hereto and made a part hereof (the "Retail Space") .
WKER,EAS, Landlord owns the property legally described on
Exhibit "B" attached hereto and made a part hereof (the "Garage") .
WHEREAS, Landlord and Tenant have entered into an Acquisition,
Construction and Development Agreement dated June 6, 1994 (the
. "Agreement") , for the construction and development of the Garage
and Retail Space contiguous thereto.
WHEREAS, pursuant to and in accordance with the terms of the
Agreement, Landlord and Tenant agreed to enter into this Lease for
the leasing of that portion of the Garage as more particularly
delineated on Exhibit "C" attached hereto and made a part hereof.
W I T N E S S E T H :
Section 1. Premises. Subject to the terms and conditions of
this. Lease, Landlord does hereby demise and lease to Tenant and
Tenant rents from Landlord the land and the improvements under the
ramp of the Garage (collectively, the "Premises") , as more
particularly delineated on Exhibit "C" attached hereto and
incorporated herein by reference, subject to all of . the
encumbrances, easements, conditions and restrictions- . of record
affecting the Premises. Tenant has examined and - knows- the
condition of the Premises and -agrees to accept possession thereof
in its "As Is" condition.
Section 2. Term. The term of this. Lease shall commence as of
:August l , 1997 and end (unless sooner terminated) as of midnight on
July 31 , 2027 . Tenant shall have the option to extend the
term of this Lease for two (2) consecutive thirty (30) year
periods, provided that, in each instance: (i) Tenant is not in
default hereunder, (ii) Tenant has timely exercised its right to
extend the term of that certain Parking Agreement, dated of even
date herewith, by and between Landlord and Tenant, and (iii). Tenant
notifies Landlord in writing of the exercise of its extension
option no later than 180 days prior to the expiration of the then
applicable term. If the term of this Lease is extended, all of the
terms and conditions of this Lease shall remain in full force and
effect, provided however, the rental shall continue to be- adjusted
on an annual basis, in accordance with the provisions of Section 3
• hereof. •
Section 3 . Rent. Tenant agrees to pay Landlord, without any
prior demand therefor and without any deduction or setoff
whatsoever, and as fixed rental (the "Base Rent") , the sum of One
Thousand Three Hundred Sixty-Nine . and 16/100 Dollars ($1,369. 16)
(calculated at the rate of $5.00 per square foot) as minimum
monthly base rent. Base Rent shall be payable monthly commencing cig
August 1, 1997 and monthly thereafter on the first day
calendar month through Julya 31, 2027. Thereafter, the ustment based upon the ConsumerePrice
Rent
shall be subject to annual 7
Index for Wage Earners and Clerical Workers, Miami, Florida (1982
published by the Bureau of Labor Statistics of the United 2
States Department) of Labor ("CPI") . The "Base
Ss0 Number" shall be the
months prior to the
index for that month and year which is two (2) The "Ctoree
commencement date of this Lease (the "Base Month") .
Number" shall mean the latest index published for the Base Month of
each calendar year during the term of this Lease by the Bureau of
Labor Statistics or other governmental agency a th n publish nx g the
e
CPI (or if the CPI is no longer published, fter
fo
Miami Beach, Florida most closely comparable to the CPI) a a er
making such adjustments as may be prescribed by
entity publishing the, same, or as otherwise may be required, to
compensate for changes subsequent to the Base Number in the base,
items included or method of compilation thereof. If the Current
Number exceeds the Base Number, then the Base Rent shall be
multiplied by a fraction, the ,numerator of which is the Current
Number and the denominator of which is the Base Number and the
product shall thereupon be deemed to be the Base Rent for the
forthcoming year. In no event shall the Base Rent be less than
$5. 00 per square foot of space during the entire term of this
Lease. In the event that the Current Number shall be unavailable
at the time of commencement of an adjustment, Tenant shall pay to
Landlord on the basis of the existing Base Rent until such time as
the required adjustment is determined, at which time an accounting
will be made retroactive to the commencement of the lease year.
Anything herein to the contrary notwithstanding, it is agreed that
the Base Rent shall not increase more than 3% in any one year. All
payments shall be made to the Landlord at the following address:
"See Notice Section 27" , or at such other place, as the Landlord
is
e from time to time rental
ate. The Base Rent charges and adjustments hereunder
row deed for
separate from any other r
herein.
Section 4. Sales Tax. Tenant shall pay to Landlord, monthly,
together with the Base Rent payment, all applicable sales or use
taxes from time to time imposed in connection with rents and other
amounts paid by Tenant under this. Lease.
Section 5. _Use and Entry by Landlord. It is expressly agreed
by Landlord and Tenant that the Premises shall, during the entire
term of this Lease, be used solely in compliance with all laws,
orders, ordinances and other public requirements now or hereafter
affecting Tenant's use of the Premises.
Without limiting the
foregoing, Tenant shall not use the Premises, or allow the Premises
tobe used, for any
improper, immoral,ll not cause, maintain,wful or commit or7 suffer able
ny
purpose, and Tenant
-2-
•
•
nuisance or waste in, upon or about the Premises. Tenant shall
indemnify and hold Landlord harmless from any and all suits,
losses, claims, damages and expenses (including attorneys' fees and
costs through all appellate levels) resulting from Tenant's failure
to do so. Any portion of the Premises utilized by Tenant for
parking shall be solely for loading and unloading trucks or other
vehicles in connection with Tenant's utilization of the Retail
Space and no other parking in the Premises is permitted hereunder.
In addition, the electric room within the Premises shall be
available to the Landlord, with rights of ingress and egress, at no
cost to the Landlord, to house the Landlord's telephone, CCTV,
electrical and other equipment relating to the Garage jointly with t
the telephone, CCTV, electrical and other equipment of the Retail
Space (located in the electrical room) .
Section 6. Assignment or Subletting.
(a) Tenant shall not., either voluntarily or by operation of
law, assign, transfer, mortgage or otherwise encumber this Lease,
or any of the rights, interests or obligations of Tenant hereunder,
or any part thereof, or sublet all or any part of the Premises in
any manner, without the prior written consent of Landlord, which
consent Landlord may grant or withhold in its sole and absolute
discretion. Notwithstanding the foregoing, Landlord agrees that
Tenant may assign this Lease to any purchaser of the Retail Space,
without the necessity of obtaining Landlord's consent. Any
attempted assignment, transfer, mortgage, encumbrance or
subletting, except as aforesaid, shall, at the option of Landlord,
constitute grounds for termination of this Lease or. an Event of
Default under Section 15 of this Lease. The consent by Landlord to
any assignment or sublet shall not constitute a waiver of the
• necessity to any subsequent assignment or subletting. Landlord may
voluntarily or by operation of law assign, transfer, mortgage or
otherwise encumber all or any part of Landlord's interest in .this
Lease or in the Premises at any time without the consent of Tenant.
(b) Except for an assignment to a purchaser of the Retail
Space or an assignment or subletting, as consented to by Landlord,
no subletting or assignment shall relieve Tenant of Tenant's
obligation to pay the rent and to perform all of the other
obligations to be performed by Tenant hereunder. The acceptance of
rent by Landlord from any person other than Tenant shall not be
deemed to be a waiver by Landlord of any provision of this Lease or
to be a consent to any assignment or subletting.
(c) Each subletting or assignment to which Landlord has
consented shall be by an instrument in writing satisfactory to
- Landlord, and shall be executed by the sublessor or assignor and by
the sublessee or assignee in each instance, as the case may be, and
each sublessee or assignee shall, agree in writing to perform all of
the terms, covenants and conditions of this Lease to be done, kept
and performed by Tenant. One executed copy of such written instru-
ment shall be delivered to Landlord. Tenant agrees to reimburse
Landlord for Landlord's attorneys fees and such other reasonable
charges which Landlord incurs or causes to be incurred in conjunc-
tion with the processing and documentation of any requested sublet-
- 3 -
ting or assignment of this Lease or Tenant's interest in and to the
Premises.
Section 7. Insurance.
(a) Landlord, at its expense, shall obtain, maintain and keep
in full force and effect fire, casualty and extended coverage
insurance covering the Garage in accordance with the provisions of
the Development Agreement. Tenant, at its expense, shall obtain,
maintain and keep in full force and effect throughout the term of
this Lease, full liability insurance protecting and indemnifying
Landlord and Tenant against liability_ for injury to or death of any
person in connection with the use, occupancy, operation or
condition of the Premises, in the amounts in such form and with
such insurers as shall be required under the provisions of the
Development Agreement. Each such insurance policy will name
Landlord as an additional insured. At the commencement of each
Lease Year, Tenant shall furnish to Landlord certificates of
insurance evidencing that such coverage is in effect and that the
premiums therefor are paid in advance for such Lease Year. If
Tenant fails to timely furnish such certificates at the
commencement of any Lease Year, Landlord may, but is not obligated
to, secure such coverage after providing written notice to Tenant
of its intent to do so, and any amount so paid by Landlord shall
thereupon become due to Landlord by Tenant as additional rent, '
without prejudice to any remedies of Landlord under Section 15
regarding an Event of Default of Tenant.
(b) Landlord and Tenant each hereby waive any and all rights
of recovery against the other or against the officer(s) , employees,
agents, representatives, customers and business visitors of such
other party, for loss of or damage to such waiving party or its
• property or the property of others under its control, arising from
any cause insured against under the standard form of fire insurance
policy with all permissible,. extension endorsements covering
additional.,perils or under any other policy of insurance carried by
such waiving party in lieu thereof. Landlord and Tenant shall each
obtain and furnish evidence to the other of the waiver by their:
respective insurance carriers of any right of subrogation against
the other.
Section 8. Duty to Maintain Premises. By taking possession of
the Premises, Tenant shall be deemed to have accepted the Premises
as being in good condition and repair. Tenant shall, at its own
cost and expense, keep and maintain in a first-class condition, all
components and elements of the Premises in good repair, shall not
perform any acts or carry on any practices which may damage the
Premises and shall return the Premises to Landlord upon termination
of _ this Lease in the same condition, in which it was received by
Tenant, ordinary wear and tear excepted. Landlord shall, in its.
reasonable discretion, determine what constitutes ordinary wear and
tear. Tenant shall keep the Premises at all times in a neat, clean
and sanitary condition, shall neither commit nor permit any waste
or nuisance. If Tenant shall fail to perform any of its
obligations under this Section, then Landlord may, at Landlord's
option, and without waiving Tenant's default therefor, enter upon
- 4 -
the Premises and put 'the same in good order, condition, and repair
and the costs thereof shall become due and payable as additional •
rent by, Tenant to Landlord without prejudice to any of the rights
• granted to Landlord by Section 15 .hereof regarding an Event of
Default by Tenant. •
Section 9. Alterations and Improvements.
. (a) Tenant shall not make. any alterations and improvements or
additions to the • Premises during the term of this Lease without
first obtaining the written consent of Landlord. Landlord shall in
no event be. required to made any alterations or improvements to the
Premises during the term of this Lease.. Any alterations,.. addi-
tions, improvements -and fixtures which may be made or installed
upon the Premises shall. remain upon the Premises at the expiration
or earlier termination of this Lease and shall become the property
of Landlord unless Landlord, prior to the termination of this
Lease, shall have given written notice to -Tenant to remove same, in
which event Tenant shall remove such alterations, improvements and
additions and restore the Premises to the same good order and
condition in which they were in at the commencement of this Lease,
ordinary wear and tear excepted. Tenant hereby pledges and assigns
to Landlord all the improvements of. Tenant, which are or may
hereafter be brought in the Premises as security for the. payment of
Base Rent and all of: the other. obligations of Tenant hereunder. If
Tenant shall fail to restore as aforesaid, Landlord may do so,
collecting, at Landlord's option, the cost and expense thereof from
Tenant as additional rent. Landlord reserves the right before
approving any such . changes, ' additions, improvements, —or
alterations, to require Tenant to furnish it a good and sufficient
bond conditioned that Tenant will protect, indemnify and hold
Landlord harmless from the payment of any claims, either by way of
damages or liens. Tenant agrees to protect, indemnify and hold
Landlord harmless on account . of . any injury to third persons . or
property by reason of any such_changes., additions, improvements or
alterations, and. to protect, indemnify and hold Landlord_ harmless.
from the •payment ' of any claim of any kind or character on account_
of bills for labor or'-material in connection.. therewith._
(b) In accordance with the applicable provisions of the
Florida Construction Lien Law, no interest of Landlord whether in
the Garage or the Premises, ' shall be subject to liens for
improvements made . by Tenant or caused to be made by. Tenant under
this Lease. Further, Tenant acknowledges that Tenant, 'with respect
to improvements or alterations made or caused to be made by Tenant
under this Lease, shall promptly notify the contractor making such
improvements to the Premises of this provision exculpating
Landlord's liability for such liens. In the event that a claim of
- -- lien is filed against the Premises in connection with any work
performed by or on behalf. of Tenant, Tenant shall satisfy such
claim within twenty (20) days. from the date of filing. In the
event that Tenant fails to satisfy such claim within said twenty
(20) day period, Landlord may thereafter charge Tenant, as
additional rent, all costs incurred by Landlord in connection with
the satisfaction of such claim, including attorneys fees and costs.
. Further, Tenant agrees to indemnify, defend and save Landlord
•
- 5 .
harmless from and against any damage or loss incurred by Landlord
as a result of any such claim of lien. If so requested by
Landlord, Tenant shall execute a short form or memorandum of this
Lease which may, ,in Landlord's discretion, be recorded in the
public records for the purpose of protecting Landlord's estate from
claims of lien, as provided in the Florida Statutes.
Section 10. Real Estate and. Personal Property Taxes. Tenant.
shall pay all real estate and personal property taxes and
assessments, whether general or special, if any, levied upon the
Premises.
Section 11. Damage to Premises. If, during the term hereof,
the Premises shall be damaged by fire, storm., explosion or other
similar casualty not due to the fault of either party, so as to
render the Premises wholly untenan.table by Tenant, and the same
cannot within a period. of sixty (60) days be restored to
substantially the same condition as they were prior to such damage,
Landlord shall so notify Tenant and this Lease shall terminate as
of the day of such damage and any prepaid rent shall be refunded by
Landlord to Tenant. In the event the Premises can be so restored
within such period or in the event the Premises shall not be
rendered wholly untenantable, then Landlord shall promptly notify
Tenant of such and Landlord shall make such restoration as shall be
required and the rent provided for herein shall equitably abate
during such period.
Section. 12.. Condemnation. If the whole., or any part, of the
Premises shall be taken by any public, or quasi-public authority
under eminent' domain, or conveyed to any such public, or quasi-
public authority under threat of exercise of the power of eminent
domain, ' then the terms of this Lease _shall cease on that part of
the Premises so taken or conveyed from the day the possession of ,
the condemned portion shall be , taken by the condemning -entity. -
Unless this _Lease is: canceled . as hereinafter provided, the Base-_
Rent provided . for 'herein commencing with the date possession is
acquired by the condemning entity shall be reduced in proport'ion,to_
the amount of the Premises taken.. In the event of a' partial
condemnation which has such a material and adverse effect as to
render the Premises unfit for Tenant's use thereof, Tenant may
cancel this Lease only:
(i) if Tenant gives, to Landlord at least thirty (30)
days prior written notice of such cancellation;
(ii) the effective date of such cancellation of this
Lease is the same as the date possession was obtained of the
condemned portion by the condemning entity; and
(iii) Base Rent is paid in full to the effective date of
such cancellation.
All damages awarded for any condemnation shall belong to and
be the property of Landlord whether such damages shall be awarded
as compensation for diminution'in value to the leasehold or to the
fee of the Premises herein leased. Tenant shall have the right to
6 -
•
•
recover from the condemning authority, but not from Landlord, such
compensation as may be separately awarded or recoverable by Tenant
in Tenant's own right on account of any damage to Tenant's business
by reason of the condemnation and for any loss to which Tenant
might be put in removing Tenant's fixtures and equipment from the
Premises.
Section 13 . Indemnification.
(a) Tenant hereby agrees to defend, pay, indemnify, and save
free and harmless Landlord from and against any all claims,
demands, fines, suits, actions, proceedings, orders, decrees, and r
judgments of any kind or nature by or in favor of anyone whomsoever
and from and against any and all costs and expenses, including
attorneys' fees and costs through all appellate levels, resulting
from or in connection with loss of life, bodily or personal injury,
or property damage arising, directly or indirectly, out of or from
or on account of any occurrence in, upon, about, at or from the
Premises or occasioned wholly or in part through the use of the
Premises, or by any act or omission of Tenant or its employees,
agents, contractors, or invitees in, upon, about, at, or from the
Premises.
(b) Tenant and all those claiming by, through or under Tenant
shall occupy and use the Premises solely at its own risk, and
Tenant and all those claiming by, through or under Tenant hereby
release Landlord from any and all claims of every kind, including
loss of life, personal or bodily injury, damage to merchandise,
equipment, fixtures, or other property, or damage to business or
for business interruption, arising directly or indirectly, out of
or from or on account of such use or resulting from any present or
future condition or state of repair thereof. Landlord and
Landlord's agents and employees shall not be responsible at any
time ,,for any defects, latent or otherwise, in the Premises. nor
shall Landlord be responsible or liable at any time for loss . of.
life, or injury or damage to any person, to any property, or to the.•
business of Tenant., or those claiming, by, through, or under Tenant,
caused by the operation, or use of the Premises _or any equipment,
fixtures, machinery, or apparatus therein.
(c) Tenant shall give prompt notice to Landlord in case of
accident, fire or other casualty or accidents in the Premises.
Section 14. Tenant's Covenants. Tenant covenants and agrees:
(a) To comply with any and all requirements of any duly
constituted public authorities, and with the terms of any state or
federal statute or local ordinance or regulation applicable to
Tenant or Tenant's use of the Premises, and to protect, indemnify
and hold Landlord harmless from penalties, fines, costs, expenses,
legal fees and costs and damages resulting from failure to do so.
(b) That all loading and unloading of goods shall be done
only at such times, in the areas and through such entrances as may
be designated for such purposes by Landlord.
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•
(c) Without the prior consent in writing of Landlord, not to
do or suffer to be done any act, manner or thing objectionable to
the fire insurance companies whereby the fire insurance or any
other insurance now in force or hereafter to be placed on the
Premises or any part thereof, or on the Garage, shall become void
or suspended, or whereby the premium for such insurance may be
increased. Upon breach' of this covenant, in addition to all other
remedies of Landlord hereunder, Tenant agrees to pay to Landlord,
as additional rent, any and all increases or increases of premiums
' on insurance carried by Landlord on the Premises.
Section. 15. Defaults. The occurrence of any of the following .
shall constitute an Event of Default hereunder: (i) if Tenant
shall fail to pay any installment of Base Rent or any other amount
due and payable when due, whether or not such payment shall have
been demanded; (ii) if Tenant shall fail to perform or comply with
any of the other conditions or agreements expressed or implied
herein and fail to remedy such non-compliance within ten (10) days
after notice from Landlord of such default; (iii) if Tenant shall
abandon the Premises; (iv) the filing of a petition in bankruptcy
by or against Tenant under any present or future bankruptcy laws
(including, but not limited to reorganization proceedings) , which
petition is not dismissed within sixty (60) days from the filing
thereof; or if Tenant is adjudged a bankrupt; or the filing of a
petition by or against Tenant for the appointment of a receiver or
trustee of Tenant's property; or an assignment by Tenant for the
benefit of creditors, whether voluntary or involuntary; or the
taking of possession of any property of Tenant by any governmental
office or agency pursuant to statutory authority for the
dissolution, or rehabilitation, reorganization or liquidation of
Tenant; or a filing by Tenant for reorganization under the
Bankruptcy Act; (vi) if Tenant's interest under this Lease is sold
or taken under execution or other legal process; (vii) if Tenant's
interest under this Lease is assigned by operation of law; or
(viii) Tenant's failure to satisfy any claim of lien (or to bond:
off such claim of lien) against the Premises in connection-with .any •
work performed by or on behalf _ of Tenant. within . twenty (20) days
from the date of filing of the claim of. lien.
Section 16. Remedies.
(a) Upon the occurrence of an Event of Default, Landlord, at
its discretion, may then exercise any one or more of the following
options:
(i) Terminate this Lease, remove all persons and pro-
perty from the Premises by summary proceedings or otherwise,
and take possession of the Premises, all without prejudice to
Landlord's right to collect from Tenant any Base Rent or 'other
sum which became payable to Landlord prior to such
termination, together with all damages suffered by Landlord
resulting from Tenant's default hereunder;
(ii) Re-enter and take possession of the Premises by any
lawful means, make alterations and repairs to the Premises and
- 8 -
relet or attempt to ,relet the Premises on behalf of Tenant and
for Tenant's account at such rent and under such terms and
conditions as Landlord may deem best under the circumstances
for the purposes of reducing Tenant's liability hereunder, and
Landlord shall not be deemed to have thereby accepted a sur-
render of the Premises, and Tenant shall remain liable for all
damages suffered by Landlord because of Tenant's default under
this Lease; it being understood that at any time during such
repossession or reletting, Landlord may, by delivering written
notice to Tenant, elect to exercise its option to accept a
surrender of the Premises, terminate this Lease, and retake
possession of the Premises on behalf of Landlord;
(iii) Declare the entire remaining unpaid Base Rent and
other charges due hereunder to be immediately due and payable,
and take such action available to Landlord to recover and
collect same; or
(iv) Exercise any and all rights and privileges and
pursue any remedy that Landlord may have under the laws of the
State of Florida.
(b) In addition to the foregoing remedies and regardless of
which remedies Landlord pursues, Tenant covenants that it will
indemnify Landlord from and against any loss and damage directly or
indirectly sustained by reason of any termination resulting from
any Event of Default as provided above. Landlord's damages here-
under shall include but shall not be limited to, any loss of Base
Rent prior to or after reletting the Premises, broker's commis-
sions, advertising costs, costs of repairing and cleaning the
Premises for reletting, moving and storage charges incurred by
Landlord in moving Tenant's property and effects and attorneys'
fees and costs incurred by Landlord in any proceedings resulting
from Tenant's default, in collecting any damages hereunder, and in
obtaining possession of the . Premises by summary process or.
otherwise or reletting the Premises.
(c) Nothing in this Section 16 shall be deemed to require_
that Landlord use more than reasonable efforts to relet. the
Premises or to take any other action with regard to the Premises
and Landlord shall not be liable for any failure to relet, collect
rent, or take any other action with regard to the Premises after
termination of this Lease in the event of default hereunder.
Tenant hereby waives any right of redemption which it may at any
time have by reason of Tenant's default or eviction hereunder.
(d) The parties hereto expressly agree that this Lease and
the estate created hereby shall not continue or inure to the bene-
fit of any assignee, receiver or trustee in. bankruptcy, except at
the option of Landlord.
Section 17. Surrender of Premises. On the expiration of the
term of this Lease, or on the termination of this Lease for any
reason, Tenant shall quit and surrender to Landlord the Premises,
remove all debris and rubbish, leave the Premises in a clean and
sanitary condition and in good order and repair. If Tenant remains
- 9 -
in possession of all or any part of the Premises after the
expiration of the term of this Lease or after the termination of
this Lease for any reason, such holding over shall, in the absence
of a written agreement to the contrary, be deemed to have created
and be construed to be a tenancy from month-to-month terminable on
fifteen (15) days written notice from either party to the other at
a monthly Base Rent equal to twice the monthly installment of Base
Rent payable during the last month of the term of this Lease and
otherwise subject to all of the other terms, covenants, and condi-
tions of this Lease insofar as the same may be applicable to a
month-to-month tenancy. Notwithstanding the foregoing, in the
event of such holding over by Tenant, Landlord, in its sole discre-
tion, shall nevertheless be entitled to immediate. possession of the
Premises.
Section 18. Rent Abatement. Except as otherwise expressly
provided in this Lease, no' abatement or reduction of rent or charge
shall be claimed by or allowed to Tenant., or any person claiming
under it, under any circumstances, whether for inconvenience,
discomfort, interruption of business, or otherwise, or arising from
the making of alterations, changes, additions, improvements or re-
pairs to or on the Premises, or by virtue or because of any present
or future governmental laws, ordinances, requirements, orders,
directions, rules or regulations or for any other cause or reason.
Section 19. Waiver. No failure or delay in acting by a party
hereto shall be deemed a waiver of such party's rights. A waiver
by Landlord of any default, Event of Default or breach hereunder
shall not be construed to be a continuing waiver of such default or
breach, nor as a waiver or permission, express or implied of any
other or subsequent default or breach.
Section 20. Ouiet Enjoyment. Upon payment by Tenant of the
Base Rent and all other amounts herein provided, and upon the
observance, and performance of all of the covenants, terms and.
conditions on. Tenant's part to be observed and performed,. Tenant
shall peaceably and quietly hold and enjoy the Premises._ for. the
term hereby demised without hindrance or interruption .by Landlord..
or by any other person or persons lawfully or equitably claiming
by, through or under Landlord, subject nevertheless, to the terms
and conditions of this Lease.
Section 21. Time is of the Essence. It is expressly agreed
by the parties hereto that time is of the essence with respect to
the payment of all monies and the performance of all obligations by
Tenant under this Lease.
Section 22. Counterparts. This Lease may be executed in any
number of counterparts, each of which shall be deemed an original
hereof, and all of which together shall constitute but one and the
same instrument.
Section 23. Binding Effect. All covenants, agreements, war-
ranties, and provisions of this Lease shall be binding upon and
inure to the benefit of the parties hereto,, and subject to the pro-
visions hereof, their respective successors and assigns.
- 10 -
Section 24. Applicable Law. This Lease shall be governed by;
construed and interpreted in accordance with the laws of the State
of Florida.
Section 25. Partial Invalidity. If any term, provision, cove-
nant or condition hereof or any application thereof should be held
by a court of competent jurisdiction to be invalid, void or
unenforceable, all terms, provisions, covenants and conditions
hereof, and all applications thereof not held invalid, void or
unenforceable shall continue in full force and effect and shall in
no way be affected, impaired or invalidated thereby.
Section 26. ' Entire Contract and Modification. This Lease .2
constitutes the entire and complete contract between the parties
hereto. The Lease may be modified or amended only by an amendment
in writing signed, by the parties hereto.
Section 27. Notices. All notices, certificates or other
communications hereunder shall be written-and shall be deemed given
when mailed by certified mail, addressed as follows:
-- (a) If to Tenant, to: Mr. Anthony Goldman
Goldman Properties
c/o Park Central Hotel
640 Ocean Drive
Miami Beach, Florida 33139
and at: 103 Greene Street
New York, New York 10012
(b) If to Landlord, to: City of Miami Beach
1700 Convention Center Drive
4th Floor
Miami Beach, Florida . 33139
Attention: Mr. Roger Carlton, .
City Manager
and to: City of Miami Beach _ .
1700 Convention Center Drive
4th Floor
Miami Beach, Florida 33139
Attention:
City Attorney
The Landlord and Tenant may, by written notice given hereunder,
designate any further or different addresses, which subsequent
notice of change of address shall be effective only when received
by the other party hereto.
Section 28. Section Headincts. The section headings of this
Lease are for convenience of reference only and shall not limit or
expand or otherwise affect any of the terms hereof.
Section 29. Gender and Number. As required for the reason-
able interpretation of this Lease, the singular shall include the
- 11 . -
plural and the neuter shall include the masculine and feminine, and
vice versa.
Section 30. Estoppel Certificate. Within ten (10) days after
written request from the other party, Landlord/Tenant shall
deliver, executed in recordable form, a declaration to any person
designated by the other (a) ratifying this Lease; (b) stating the
commencement and termination dates; and (c) certifying (i) that
this Lease is in full force and effect and has not been assigned,
modified, supplemented or amended (except by such writings as shall
be stated) , (ii) that all conditions under this Lease to be
performed by the other party have been satisfied (stating r
exceptions,: if any) , (iii) that no defenses or offsets against the
enforcement of this Lease by the other party exist (or stating
those claimed) , (iv) the date to which rent has been paid, and (v)
such other information as such party reasonably requires. Persons
receiving such statements shall be entitled to rely upon them.
Section 31. Sale by Landlord. In'- the event of a sale or
transfer of the Premises by Landlord, Landlord shall be, and hereby
is, automatically relieved of any and all liability and obligations
under this Lease occurring from and after the date of such
transfer. The sale or transfer of the Premises by the Landlord
will not affect this Lease which shall remain in full force and
effect after any such sale or other transfer.
Section 32. Waiver of Jury Trial. THE PARTIES HERETO
SHALL, AND THEY HEREBY DO, IRREVOCABLY WAIVE TRIAL BY JURY IN
ANY AND EVERY ACTION OR PROCEEDING BROUGHT BY EITHER OF THE PARTIES
AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN
ANYWAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND
TENANT, OR TENANT'S USE OR OCCUPANCY OF THE PREMISES.
Section 33 . Legal Expenses,. In case of default arising
hereunder .by either party hereto, should it become necessary for
the non-defaulting party hereto to place the enforcement of this.
Lease in the hands of an attorney, or file suit upon the same., or
the same is collected through any judicial proceeding whatsoever:,
the defaulting party shall reimburse the non-defaulting party for
all reasonable expenses incurred by the non-defaulting party by
reason thereof, including, but not limited to, reasonable
attorneys' fees and court costs at all tribunal levels. •
Section 34 . Radon Gas Disclosure. Radon is a naturally oc-
curring 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 health unit.
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• t
IN WITNESS WHEREOF, the parties have caused this Lease to be
executed in duplicate the day and year first above written.
Signed, sealed and delivered Landlord:
and acknowledged in the
presence of: City of Miami Beach, a
Florida municipal corporation
hOt By:
Nam - : Se our elber
Print Name: Its. Ma/•r
Robert rcher, City Clerk
Tenant
The Ballet Valet Parking
Company, Ltd. , a Florida limited
partnership
By: The Ballet V let Corp. , a
Printed N me: "to Coro Florida cor orati , its
sole g.en p ner
/ f4/ A By:
/in -d Name: 41P_ y�1r0,-ordain Name• nthony Goldman
Its. P ident
APPROVED AS TO
c:\wp51\dennis\ballet.lse FORM& LANGUAGE
& FOR EXECUTION
42
ttorney D6Ie
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., \
EXHIBIT A
•
•
RETAIL SPACE ,
A of Lot 1, Block 34, OCEAN BEACH, FLA., ADDITION No. I, a subdivision
recorded in Plat Book 3 at page 11 of the public records of Dade County,
Florida; said part of Lot 1, recorded in Official Record 16482 at•page 0713
of the public records of Dade County, Florida, and described as follows:
Lot 1, less the Westerly 62.50 feet, thereof; also less the Easterly 72.68
feet of the Southerly 42.00 feet of Lot 1; also less the Easterly 70.18 r
feet of the .Northerly 8 .00 feet of Lot 1; all in Block 34, OCEAN' BEACH,
FLA. , ADDITION No.. 1, Recorded in' Plat Book 3,- at page 11 of the public
records of Dade County, Florida.
The Horizontal boundary of Lot 1, less all excepted parts contains, 261
square feet, more or less. •
' ALSO:
Lots 2 though 5 inclusive, Block 34, OCEAN BEACH, FLA. , ADDITION No. 1,
Recorded in Plat Book 3, at page 11 of the public records of Dade County,
Florida.
• Less and excepting therefrom that part of Lots 2 through 5 inclusive in
referenced Block 34 and described in Official Record 16396, page 0871 of
the public records of Dade County, Florida and described as follows:
PARCEL 1: That part of Lots 2 through 5 inclusive, Block 34, OCEAN BEACH,
FLA. , ADDITION No. 1, Recorded in Plat Book 3, at Page 11 of the public
records of Dade County, Florida. Part of Lots 2 though 5: Bounded on the
West by the Westerly line of said Lots 2 through 5, bound on the North by
the Northerly. line of Lot 2; bounded on the South by the Southerly line of
Lot 5; bounded' on the East by aline described as follows: Commence
(P.O.C.) at the Southwest.corner of said...Lot 5 and run S.79°12'25" E. along..
the Southerly line of . Lot 5, a distance of 45.16 feet to the Point of
Beginning of the referenced Easterly. line, thence run' N. 10°47'35" E. along
a line parallel with and 45.16 feet Easterly of the Westerly line of Lots.
• . 5 through 3 inclusive, a distance of 150.00 feet; thence run N. 29°55'12"
E. across Lot 2, a distance .of 52.92 feet to the Northerly line of Lot 5,
said point being. 62.50 feet Easterly of the Northwest corner of Lot 5.
Area described contains 9465.5 square feet.
ALSO:
, Lot 6, Block 34, OCEAN BEACH, FLA. , ADDITION No. 1, Recorded in Plat Book
3, at page 11 of the public records of Dade County, Florida,. less and
excepting that part of said Lot 6, described in Official Record 16396, page
0874 of the public records of Dade County, Florida, as follows:
• PARCEL 1: . •
The Westerly 45.16 'feet of Lot 6, Block 34, OCEAN BEACH, FLA., ADDITION No.
1, Recorded in 'Plat Book 3, at page 11 of the public records of Dade
County, Florida contains 2108 square feet.
Lot 6. less excepted part contains 4,8'92 square feet, more or less.
08/08/97 FRI 12:40 FAX 3056823816 ROTH & SCHOLL Z 001
EXHIBIT H
CITY O6' MIAMI BEACH PROPERTY:
A part of Lot 1 through 6, inclusive, Block 34, OCEAN BEACH, FLA., ADDITION No. 1,
a subdivision recorded in Plat Book 3 at page 11 of the public records of Dade
County, Florida; said part described as follows: (Begin P.O.B.) at the S.W. corner •
of said Lot 6 and run S.79'12'25" E. along the South line of Lot 6, 45.16 feet;
thence run N.10'47'35" E. across Lots 6, 5, 4 and 3, a distance cf 200.00 feet to '
a point on the North line of Lot 2, said point being 45.16 feet Easterly of the
Southwest corner of said Lot 2; thence run N.29°55'12" E. a distance of 52.92 feet
to a point on the North line of Lot 2, said point being 62,50 from the Northwest
corner of Lot 2; thence run N.10°47'35"' E. a distance of 50.00 feet to the North
line of Lot 1; thence run N.79612'25" W. along the North line of Lot 1, 52.50 feet
to the Northwest corner of Lot 1; thence S.10°47'35" W. along the Westerly line of
Block 34, along the Westerly line of Lots 1 through 6 inclusive, a distance of
300.00 feet to the Point of Beginning (P.O.B.) .
Area of City of Miami Beach Property is 14,848 square feet, more or less or 0.341
acres, more or less.
ALSO:
The Horizontal Boundary of a part of Lots 1 through 6, inclusive, Block 34, OCEAN
BEACH, a'LA., ADDITION No. 1, a subdivision recorded in Plat Book 3 at page 11 of
the public records of Dade County, Florida; said part bounded as follows: Bounded
on the East by the Easterly line of said Lots 1 through 6, inclusive, bounded on
the North by the Northerly line of Lot 1; bounded on the South by the Southerly
line of Lot 6; bounded on the West by a line described as follows: Commence
(P.O.C.) at the Southwesterly corner of Lot 6 and run 5.79`12'25" E. along the
Southerly line of Lot 6, a distance of 45.16 feet to the Point of Beginning
(P.O.B.) of said line; thence run N.10'47'35" E. along a line 45.16 feet Easterly
of the Westerly line of Lots 6 through 3, a distance of 200.00 feet to the
Northerly line of referenced Lot 3; thence run N.29°55'12" E. across Lot 2, a
distance of 52.92 feet to the Northerly line of said Lot 2, said point being 62.50
feet from the Northwest corner of Lot 2; thence run N.10°47'35" E. across Lot 1,
50.00 feet co a point on the North .line of Lot 1, said point being 62.50 feet from
the N.W. corner of Lot 1. Base of Area described contains square feet, more or
less, or acres, more or less.
LESS AND EXCEPTING THEREFROM: •
it .Ri, t - Easement "10 :
Air Rights for the Easterly 13.16 feet of Lot 1 through 6, inclusive, Block 34, -
OCEAN BO,ACH, FLA., ADDITION No. 1, Recorded in Plat Book 3, at page 11 of the
• Public Records of Dade County, Florida_
The Lowest Vertical Boundary of the above described Air Rights is at an Elevation
of 40.00 feet,. National Geodetic Vertical Datum (N.G.V.D.), 1929. The upper
boundary of the said Air Rights is an Elevation of infinity. The City of Miami
Beach owns the Air Rights from 40.00 feet to infinity.
•
Area of the ease of the Air Rights is 2,632 square feet.
ALSO LESS AND EXCEPTING THEREFROM:
Air Right:" Easement "B"
Air Rights for a part of Lots 1 through 6, inclusive, Block 34, OCEAN 3EACH, FLA.,
ADDITION No. 1, Recorded in Plat Book 3, at page 11 of the public records of Dade
County, Florida; said part bounded as follows: Bounded on the East by a line 13.16
feet Westerly of the Easterly line of said Lots 1 through 6, inclusive, bounded on
the North by the Northerly line of Lot 1; bounded on the South by the Southerly
line of Lot 6; bounded on the West by a line described as follows: Commence
(P.O.C.) at the Southwesterly corner of Lot 6 and run S.79°12'25" E. along the
Southerly line of Lot 6, a distance of 45.16 feet to the Point of Beginning
(P.O.B. ) of said line; thence run N.10°47'35" E. along a line of 45.16 feet
Easterly of the Westerly line of Lots 6 through 3, a distance of 200.00 feet to the
Northerly line of referenced Lot 3; thence run N.29'55'12" E. across Lot 2, a
distance of 52.92 feet to the Northerly line of said Lot 2, said point being 62.50
feet from the Northwest corner of Lot 2; thence run N.10°47'35" B. across Lot 1,
50.00 feet to a point on the North line of Lot 1, said point being 62.50 feet from
the N.W. corner of Lot 1.
The Lowest Vertical Boundary of the above described Air Rights is at an elevation
• as shown on the adjacent sketch, National Geodetic Vertical Datum (N.a.V.D.) , 1929.
The upper boundary of the said Air Rights is an elevation of infinity. The City
of Miami Beach owns the Air Rights above the lowest vertical boundary to infinity.
•
0
BALLET VALET "UNDER RAMP
2213 sq ft 6 Loading Dock . .
•
166 sq ft... f trash room • •
• 907 sq ft.'6 storage room ,
•
• 3286 sq ft = TOTAL SQ FT LEASES AREA ••
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1ii
PARKING AGREEMENT
THIS PARKING AGREEMENT ("Parking Agreement") is made and entered into the
I l f day of ( US 1 , 1997, by and between CITY OF MIAMI BEACH, a Florida municipal
corporation("City"), having an office at 1700 Convention Center Drive, 4th Floor, Miami Beach,
Florida 33139, and THE BALLET VALET PARKING COMPANY, LTD., a Florida limited
partnership ("BV"), having an office at 640 Ocean Drive, Miami Beach, Florida 33139.
WHEREAS, the City intends to construct a public parking garage designated as Municipal
Garage# (the "Garage"), at the southwest corner of Collins Avenue and 7th Street, Miami Beach,
Florida, on the real property owned by the City and more particularly described on exhibit "A"
attached hereto; and
WHEREAS, the City, BV and McCarthy Brothers Company, a Missouri corporation
("McCarthy"), have entered into that certain Acquisition, Construction and Development
Agreement dated June 6, 1994 ("Development Agreement"); and
WHEREAS, the Development Agreement provides, among other things; for the City and
BV to enter into a Parking. Agreement on terms and conditions set forth in the Development
Agreement under which the City would license to BV the use of certain parking spaces in the
Garage.
NOW, THEREFORE, in consideration of the covenants and agreements herein contained
and other good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, City and BV covenant and agree as follows:
1. The location in the Garage of the parking spaces which are the subject of this
Parking Agreement, and the rules and regulations pertaining to such parking spaces, shall be as
GTH\REEDD\447479.1\05/23/96
determined by the City, BV shall pay to the City monthly in advance a monthly fee (the "Monthly
Fee") consisting of a Base License Rate(the "Base Line Rate") per month per parking space, plus
applicable taxes. Initially, the Base License Rate per parking space licensed to BV shall be $75.00
per month fixed for two (2) years from the date of this Agreement. Thereafter, the Base License
Rate shall be subject to adjustment as provided in this Agreement, provided, however, that the L
Base License Rate shall never be less than $75.00 per month for the duration of this Parking
Agreement inclusive of any renewal periods. The Base License Rate shall be subject to annual
adjustment based upon the Consumer Price Index for Wage Earners and Clerical Workers, Miami,
Florida (1982 - 1984 = 100) published by the Bureau of Labor Statistics of the United States
Department of Labor ("CPI"). The "Base Number" shall be the CPI index for that month and
year which is two (2) months prior to the commencement date of this Parking Agreement (the
"Base Month"). The "Current Number" shall mean the latest CPI index published for the Base
Month of each calendar year during the term of the Parking Agreement by the Bureau of Labor
Statistics or other governmental agency then publishing the CPI (or if the CPI is no longer
published, a similar index for Miami, Florida most closely comparable to the CPI) after making
such adjustments as may be prescribed by the agency or entity publishing the same, or as
otherwise may be required, to compensate for changes subsequent to the Base Number in the base,
items included or method of compilation thereof. If the Current Number exceeds the Base
Number, then the Base License Rate shall be multiplied by a fraction, the numerator of which is
the Current Number and the denominator of which is the Base Number and the product shall
thereupon be deemed to be the Base License Rate for the forthcoming year. In no event shall the
Base License Rate ever be less than $75.00 per parking space per month during the entire term
GTH\REEDD\447479.1\05/23/96 2
of the Parking Agreement inclusive of any renewal.period. If the Current Number shall be
unavailable at the time of commencement of an adjustment year, BV shall pay to City on the basis
of the Base License Rate then in effect until such time as the required adjustment is determined,
at which time an accounting will be made retroactive to the commencement of the adjustment
year. Anything herein to the contrary notwithstanding, it is agreed that.the Base License Rate t.
shall not increase more than 3% in any one year during each 5-year period commencing with the
Commencement Date. The Base License Rate shall be re-adjusted every 5 years from the
Commencement Date to the greater of the then existing Bulk Rate or $75.00 per month and, at
such time, the Base Month shall be the month and year which is two (2) months prior to the
commencement of each five year re-adjustment period. The Base License Rate shall be
re-adjusted on each fifth anniversary of the Parking Agreement to equal the greater of$75.00 per
month 'or the then existing Bulk Rate, as defined below, and shall thereafter be subject to the
annual CPI adjustment as above provided on an annual basis. BV shall obtain and pay for not less
than 150 parking spaces and, at its option, up to a maximum of 25% of the total parking spaces
in the Garage each.year. BV shall notify the City in writing annually, not less_.than.30 days prior
to each anniversary of the Parking Agreement as to the number of parking spaces, subject to the
aforesaid minimum and maximum criteria, it will contract for in the forthcoming year. If no
timely written notice is received by the City from BV, then BV shall be deemed to have selected
the same number of parking spaces as were licensed to BV during the previous year.
2. . • The parking spaces licensed to BV shall not be specifically designated or assigned
and shall be accessed on the same conditions as other licensees of parking spaces in the Garage,
except as to,the rate charged and term of the license. The City shall have no obligation to leave
GTK\REEDD\447479.1\05/23/96 3
•
empty at all times the total number of parking spaces licensed to BY, but shall be permitted to
oversell parking spaces based upon computer utilization guidelines.
3. The initial term of the Parking Agreement shall be for 30 years commencing on the
Completion Date (as that term is defined in the Development Agreement) (the "Commencement
Date"). BV shall have the option to renew the Parking Agreement for two successive 30 year
terms on the same terms, subject to adjustment in the Base License Rate, and subject to annual
adjustments based upon the CPI, both as above provided, at the lowest Commercial Bulk Rate (but
never less than $75.00 per parking space per month), if any, which the City offers to other
non-governmental and non-residential parties in City owned garages within the area bounded on
the east by the alley east of Collins Avenue, bounded on the west by the alley west of Washington
Avenue, bounded on the south by either side of 5th Street and bounded on the north by either side
of 14th Street ("Bulk Rate"). •
4. The City shall have the right to terminate the Parking Agreement upon the
occurrence of any of the following: (i) the expiration of its initial thirty year term if the City
determines that the.Garage will no longer be operated; or (ii) at any time commencing with the
25th anniversary of the Parking Agreement if the City elects not to rebuild the Garage following
its damage or destruction in whole or in part by Casualty or otherwise, in the City's sole
discretion; or (iii) at any time in the event of a default by BV which is not remedied as provided
in this Parking Agreement; or (iv) at any time in the event of a default by BV under the
Development Agreement which is not remedied as provided in the Development Agreement.
5. If the City terminates this Parking Agreement at any time commencing with the
25th anniversary of this Parking Agreement because of damage or destruction as provided in
GTH\REEDD\447479.1\05/23/96 4
paragraph 4 above, then provided BV is not-otherwise precluded- from doing so under the
provisions of Article IX of the Development Agreement, BV may exercise the option to purchase
in accordance with the terms and conditions of said Article IX and defined as the "Option" in the
Development Agreement. Prior to the 25th anniversary of the Parking Agreement, the City shall
rebuild or repair the Garage within a reasonable time its damage or destruction in whole or in part. r
• 6. The City shall have complete discretion in any rebuilding, renovation or redesign
of the Garage including elimination or addition of parking spaces.
7. The parking spaces may only be utilized for tenants, guests and customers of
properties owned by Anthony Goldman or his heirs (collectively "Goldman") or entities in which
Goldman is the majority (i.e., 50% or more in beneficial and voting interest) owner and which
is controlled by Goldman (collectively "Goldman Properties"). The right to use of the parking
spaces which are the subject of the Parking Agreement shall not be transferable upon sale of any
of the Goldman Properties or any interest therein which reduces Goldman's ownership interest to
less than 50%.
8. In accordance with the provisions of the Development Agreement, the City hereby
authorizes BV to permit Resnick (as that term is defined in the Development Agreement) to use
six (6) of the parking spaces licensed to BV under this Parking Agreement upon payment by
Resnick to BV of the Monthly Fee per parking space which BV is required to pay to the City from
time to time under the terms of this Parking Agreement. The City hereby consents to such
agreement on the conditions that:_ Resnick's rights shall be subordinate and inferior to the City's
rights under this Parking Agreement, Resnick's rights shall terminate upon termination of this
Parking Agreement; and Resnick acknowledges in writing to the City these conditions of the
GTN\REEDD\447479.1\05/23/96 5
City's consent. The form of written acknowledgment required to be signed by Resnick is attached
hereto as Exhibit "B."
9. If 100% of the Retail Space(as that term is defined in the Development.Agreement)
is not leased and occupied by no later than six (6) months after the Completion Date, then BV
shall license from the City additional parking spaces in.the Garage at double the monthly amount
then being paid by BV to the City for the spaces licensed to BV hereunder. The number of
additional parking spaces shall be 25 if 100% of the Retail Space is vacant, or a proportionately
lower number, based upon the ratio that the percentage of vacant space bears to 25 (e.g., a 20%
vacancy in the Retail Space requires the licensing of 5 parking spaces), rounded up to the next
whole parking space. Once the Retail Space is fully leased and occupied, the obligations and
rights of BV to license additional parking spaces shall terminate and shall not be reimposed even
though a portion of the Retail Space is subsequently vacated.
10. If it is ever determined by any taxing authority or other governmental agency that
the Garage or any part thereof or interest therein is subject to ad valorem property taxes by virtue,
of the existence of the.Parking.Agreement, BV shall pay said tax in full promptly when due, in
addition to all other payments required of it pursuant to this Parking Agreement.
11. If BV fails to timely pay the Monthly Fee and any other obligations required of it
under this Parking Agreement, the City may temporarily terminate all use rights of BV under the
Parking Agreement forthwith, without BV being relieved of its obligations under the Parking
Agreement including, but not limited to, its obligation to pay the Monthly Fee, until all required
payments are brought current. Failure of BV to bring such payments current within 90 days shall
entitle the City to temporarily terminate the Parking Agreement without BV having any right to
GTH\REEDD\447479.1\05/23/96 6
reinstate same and, in such event,.the Option granted to BV to purchase the Garage including the
City Land, the Air Space and the Easements pursuant to Article IX of the Development Agreement
shall immediately terminate. The City shall further have the right to permanency terminate the
Parking Agreement in the event that the Parking Agreement temporarily terminates five times
during the term hereof. The City shall give BV written notice of its Default in payment in order. _
to commence the running of the 90 day period for permanent termination of the Option to
Purchase and this Parking Agreement, as applicable.
12. The Monthly Fee shall be due and payable in advance at the offices of the City in
accordance with paragraph 1 on the 1st day of the month immediately preceding the calendar
month for which such Monthly Fee is to be applied. The obligation of BV to pay the Monthly Fee
and any other obligations hereunder for each month during the initial term and any renewal term
hereof is absolute and shall not be dependent upon the use and non-use of the parking spaces by
BV and shall not be changed by any temporary termination of this Parking Agreement.
13. There shall be no assigned or reserved parking spaces at the Garage and.no:
particular area.of the Garage shall be reserved or limited for the sole and exclusive use.of BV.
Authorized users of parking spaces licensed to BV hereunder ("BV Users") shall be entitled to
park in any area of the Garage open to the general public on a "first come-first served" basis and
BV shall not be entitled to any greater parking or other rights in the Garage than any member of
the general public by virtue of this Parking Agreement. The City shall, however, operate the
Garage in a prudent manner to assure BV that it will have parking spaces available to it during
normal Garage operating hours.
GTH\REEDD\447479.1\05/23/96 7
14. BV shall pay to the City the Monthly Fee on the Commencement Date and on the
1st day of each month thereafter throughout the initial term of the Parking Agreement and on the
first day of each month during any renewal period. The Monthly Fee shall be prorated for any
period of less than one full month.
15. BV shall use the Garage solely for the parking of automobiles and BV will abide t
by rules and regulations now or hereafter promulgated by the City applicable to the Garage (the
"Rules and Regulations"), so long as said Rules and Regulations are reasonable and recognize the
rights of BV hereunder.
16. During the term of this Parking Agreement, the City, at its sole and absolute
discretion, may from time to time establish such parking validation and monthly permit systems
as it deems appropriate for its operation of the Garage provided that each such system shall
recognize the rights of BV hereunder.
17. If, during the initial term of this Parking Agreement or any renewal hereof, the
Garage shall be.damaged'or.destroyed by fire or any other casualty or any other cause whatsoever
(a"Casualty") which renders BV incapable of utilizing.the Garage, and if the City_shall repair and,
restore the Garage, this Parking Agreement shall remain in full force and effect except that BV's
obligation to pay the Monthly Fee shall be abated for the period commencing with the date that
BV is incapable of using the Garage as a result of such Casualty and ending on the date that the
Garage shall be reopened for use by BV (the "Abatement Period"). The term of this Parking
Agreement shall not be extended by the length of the Abatement Period. If the Garage shall
remain open in a limited capacity during the Repair Period, this Parking Agreement shall remain
fully operative except that the number of parking spaces licensed hereunder and the Monthly Fee
GTH\REEDD\447479.1\05/23/96 8
•
shall be reduced in the proportion that the number of parking spaces not available to BV in the
Garage during the Abatement Period bears to the number of spaces licensed to BV prior to the
Casualty. If City shall elect not to repair and restore the Garage after a Casualty as a result of the
Casualty occurring on or after the 25th anniversary hereof and, if BV does not exercise its Option
in accordance with the requirements of the Development Agreement, then, and in such event, this =.
Parking Agreement shall terminate as of the date that BV is totally incapable of using the Garage
as a result of the Casualty and BV shall have no further rights hereunder or under the
Development Agreement.
18. If at any time during the term of this Parking Agreement all or any portion of the
Garage shall be taken by condemnation or eminent domain or a conveyance in lieu thereof (a
"Taking"), City shall have the right to terminate this Parking Agreement without liability to BV,
except as hereinafter set forth. If,,in the event of a Taking, the City elects repair, restore or
rebuild the Garage, the City shall have the right to suspend this Parking Agreement for the time
the Garage is being repaired, restored or rebuilt and BV shall not be liable to pay the Monthly Fee
to City during such period, which period shall not extend the term hereof. Upon the Garage being
made available to BV after such repair, restoration or rebuilding, BV shall be obligated to
commence paying the Monthly Fee and other obligations hereunder. If the total number of
parking spaces contained in the Garage after such repair and restoration shall be less than the total
number of parking spaces on the day prior to the date of the Taking, the number of parking spaces
thereafter available to BV pursuant to the terms hereof shall be reduced to the result reached by
multiplying 100 times a fraction, the numerator of which will be the number of parking spaces
contained in the Garage following such repair and restoration and the denominator of which shall
GTH\REEDD\447479.1\05/23/96 9
be the number of parking spaces_which were available in the Garage on the day prior to the date
of the Taking. BV waives any and all claims for compensation or any award in connection with
a Taking of the Garage and hereby irrevocably assigns any rights it may have in connection with
same to City.
• 19. The provisions of paragraphs 6.1(A), 6.2 and 6.3 of the Development Agreement =_
are incorporated herein by reference and made a part hereof.
20. All demands, notices and communications shall be in writing and shall be deemed
to have been duly given if hand-delivered or mailed by registered or certified mail, return receipt
requested, or via Federal Express or other overnight commercial_courier service,.addressed as
follows:
(a) If to BV, to: Mr. Anthony Goldman
Goldman Properties .
do Park Central Hotel
640 Ocean Drive
Miami Beach, Florida 33139 •
and at: 103 Greene Street
New York, New York 10012.
(b) If to City, to: City of Miami.Beach
• 1700 Convention Center Drive
4th Floor
Miami Beach, Florida 33139
Attn: City Manager
and to: City of Miami Beach
1700 Convention Center Drive
4th Floor
Miami Beach, Florida 33139 _
Attn: City Attorney
21. If either party hereto commences an action against the other party arising out of or
in connection with this Parking Agreement, the prevailing party shall be entitled to have and
GTH\REEDD\447479.1\05/23/96 10
recover from the other party its reasonable attorneys' fees and costs of suit at all judicial levels
and proceedings, including bankruptcy proceedings.
22. If any provisions, paragraphs, sentences, words or phrases contained in this Parking
Agreement are determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under applicable law, such provisions, paragraphs, sentences, words or phrases
shall be deemed modified to the extent necessary in order to conform with such laws or, if not
capable of being modified to conform with such laws, then same shall be deemed severable, and
in either event the remaining terms and provisions of this Parking Agreement shall remain
unmodified and in full force and effect.
23. This Parking Agreement may be executed in any number of duplicate originals and
each such duplicate original shall be deemed to constitute but one and the same instrument.
24. This Parking Agreement shall be construed in accordance with the laws of the State
of Florida.
25. This Parking Agreement may be amended or supplemented from time to time only
in writing by an instrumentsigned by the parties hereto. This Parking Agreement together with.
the Development Agreement contains the entire understanding and agreement of these parties, and
supersedes and incorporates any prior negotiations, understandings and agreements between the
parties. This Parking Agreement shall govern over any inconsistent provisions in the
Development Agreement.
26. This Agreement shall be binding on and inure to the benefit of the parties hereto
and their permitted assigns and successors-in-interest.
GTH\REEDD\447479.1\05/23/96 11
27. No member, official, representative or employee of the City shall be personally
Liable to BV or any successor-in-interest to BV in the event of any default or breach by City or
for any amount which may become due BV or its successor or for any obligations under this
Parking Agreement.
28. No BV User of any parking space in the Garage shall be deemed to be in privity
with the City under this Parking Agreement or to be a third party beneficiary to any rights which
City may have granted to BV hereunder as a result of such BV User receiving parking rights in
the Garage from BV as permitted hereunder.,
29. City and BV agree that they will not discriminate upon the basis of race, creed,
color, national origin or sex in the use and designation of the parking spaces in. the Garage
licensed hereunder.
30. Capitalized words used herein and not otherwise defined shall have the meanings
assigned to them in the Development Agreement.
IN WITNESS. WHEREOF, the parties have caused this Parking Agreement to be
executed as of the date first above written._
CITY:
•
TTEST; ` ' CITY 1 MIAMI B (:H a lorida
muni17. ..rpo o
By:
^ City Cle Se ur Gelber
BV:
APPROVED AS TO
FORM& LANGUAGE
& FOR EXECUTION
GTH\REEDD\447479.1\05/23/96 12
A orney 6026)-9
•
THE BALLET VALET PARKING
COMPANY,LTD.,aFloridalimitedpartnership
ATTEST: 71 By: Ballet Valet Corp., a Florida
corporation, its Sol: General Partner
yAlezccancaraTra.
fiktlg By: /.� .
R. • a ny Goldman, President
GTH\REEDD\447479.1\05/23/96 13
•
. 08/08/97 FRI 12:26 FAX 3058823818 ROTH & SCHOLL fftJO0l
EXHIBIT A
CITY OF MIAMI BEACH PROPERTY:
•
A part of Lot 1 through 6, inclusive, Block 34, OCEAN BEACH, FLA., ADDITION No. 1,
a subdivision recorded in Plat Book 3 at page 11 of the public records of Dade
County, Florida; said part described as follows: (Begin P.O.B.) at the S.W. corner
of said Lot 6 and run S.79"12'25" E. along the South line of Lot 6, 45.16 feet;
- thence run N.10'47'35" E. across Lots 6, 5, 4 and 3, a distance of 200.00 feet to
a point on the North line of Lot 2, said point being 45.16 feet Easterly of the
Southwest corner of said Lot 2; thence run N.29'55'l2" E. a distance of 52.92 feet
to a point on the North line of Lot 2, said point being 62.50 from the Northwest
corner of Lot 2; thence run N.10"47'35" E. a distance of 50.00 feet to the North
line of Lot 1; thence run N.79"12'2S" W. along the North line of Lot 1, 62.50 feet
to the Northwest corner of Lot 1; thence 5.10'47'35" W. along the Westerly line of
Block 34, along the Westerly line of Lots 1 through 6 inclusive, a distance of
300.00 feet to the Point of Beginning (P.O.B.) .
Area of City of Miami Beach Property is 14,848 square feet, more oz less or 0.341
• acres, more or less.
ALSO:
The Horizontal Boundary of a part of Lots 1 through 6, inclusive, Block 34, OCEAN
BEACH, FLA., ADDITION No. 1, a subdivision recorded in Plat Book 3 at page 11 of
• the public :records of Dade County,. Florida; said part bounded as follows: Bounded
on the East by the Easterly line of said Lots 1 through 6, inclusive, bounded on
the North by the Northerly line of Lot 1; bounded an the South by the Southerly
Line of Lot 6; bounded on the West by a line described as follows: Commence
(P.O.C.) at the Southwesterly corner of Lot 6 and run 6.79'12'25" E. along the
Southerly line of Lot 6, a distance of 45.16 feet to the Point of Beginning
(?.0.8.) of said line; thence run N.1.0'47'35" E. along a line 45.16 feet Easterly
of the Westerly line of Lots 6 through 3, a distance of 200.00 feet to the
Northerly, line of referenced Lot 3; thence run N.29°55'12" E. across Lot 2, a
distance of 52.92 feet to the Northerly line"of said Lot 2, said point being 62.50
feet from the Northwest corner of Lot 2; thence run N.10'47'35" E. across Lot 1,
50.00 feet to a point on the North line of Lot 1, said point being 62.50 feet from
• the N.W. corner of Lot 1. Base of Area described contains square feet, more or
less, or acres, more or less.
• LESS AND EXCEPTING-THEREFROM:
•
Air Rights for the Easterly 13.16 feet of Lot L through 6, inclusive, Block 34,
OCEAN BEACH, FLA., ADDITION No. 1, Record'ed in Plat Book 3, at page 11 of the
Public Records'of Dade County, Florida.
The Lowest Vertical Boundary of the above described Air Rights is at an Elevation
of 40.00 feet, National Geodetic Vertical Datum (N.G.V.0.1 , 1929. The upper
boundary of the said•Air Rights is an Elevation of infinity. The 'City of Miami
Beach owns the Air Rights from 40.00 feet to infinity.
Area of the Base of the Air Rights is 2, 632 square feet.
ALSO LESS AND EXCEPTING THEREFRC4:
Air Rights Ramement
Air Rights for a part of Lots 1 through 6, inclusive, Block 34, OCEAN BEACH, FLA.,
ADDITION No. 1, Recorded in Plat Book 3, at page 11 of the public records of Dade
County, Merida; raid part bounded as follows: Sounded'en the East by a line 13.16
feet Westerly of the Easterly line of said Lots 1 through 6, inclusive, bounded on
the North by the Northerly line of Lot 1; bounded on the South by the Southerly
line of Lot 6; bounded on the West by a line described as follows: Commence
(P.O.C.) at the Southwesterly corner of Lot 6 and run 5.79°12'25" E. along the
Southerly line of Lot 6, a distance of 45.16 feet to the Point of Beginning
(P.O.E.) of said line; thence run N.10°47'35" S. along a line of 45.16 feet
Easterly of the Westerly line of Lots 6 through 3, a distance of 200.00 feet to the .
Northerly line of referenced Lot 3; thence run N.29°55'12" E. across Lot 2, a •
distance of 52.92 feet to the Northerly line of said Lot 2, said point being 62.50
feet from the Northwest corner of Lot 2; thence run N.10°17'35" S. across Lot 1,
50.00 feet to a point or. the North line of Lot 1, said point being 62.50 feet from
the N.W. corner of Lot 1.
The Lowea'_ Vertical Boundary of the above described Air Rights is at an elevation
as shown on the adjacent sketch, National Geodetic Vertical Datum (N.G.V.D.), 1929.
• The upper boundary of the said Air Rights is an elevation of infinity. The City
of Miami Beech owns the Air Rights above the lowest vertical boundary to infinity.
EXHIBIT "B"
ACKNOWLEDGMENT
With reference to the Acquisition, Construction and Development Agreement for the
Garage Project, at the southwest corner of Collins Avenue and 7th Street, Miami Beach, Florida,
among the City of Miami Beach ("City"), the Ballet Valet Parking Company, Ltd. ("BV"), and
McCarthy Brothers Company, dated June 6, 1994 ("Development Agreement"), and the Parking
Agreement to be entered into between BV and the City pursuant to the Development Agreement
(the "Parking Agreement"), the undersigned hereby acknowledges that its right to the use of six
(6) of the parking spaces to be licensed to BV under the Parking Agreement shall be in compliance
with the relevant provisions of the Development Agreement and the Parking Agreement; that all
of the rights of the undersigned with respect to the use of said six (6) parking spaces are
subordinate and inferior to the City's rights under the Parking Agreement and that all rights of the
undersigned to the use of said six (6) Parking Spaces shall terminate upon termination of the
Parking Agreement.
This instrument is executed this k day of 01 , 1996 in accordance with the
requirements of the Development Agreement and Parking Agreement for the use and benefit of
the City.
WITS LEO-JAMES, INC., a Florida corporation
;54f:
S'gre
4 L eFI-Le e cre ti By: \\A
(Print Name) James Resnick, Vice President
Agarr.ture
7ed
(Print Name)
GTH\REEDD\447479.1\05/23/96 2
y.. r
" 1
STATE OF FLORIDA )
) SS:
COUNTY OF DADE )
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
and County aforesaid to take acknowledgments personally appeared James Resnick, as Vice
President of LEO-JAMES, INC., a Florida corporation, who is personally known to me, and who
executed the foregoing instrument on behalf of LEO-JAMES, INC., a Florida corporation.
WITNESS my hand and seal in the County and State last aforesaid, this __ day of
, 1990.
Notary ' i li , tate of Florida at Lar -.
.�� RODOLFO PEREZ
caa,, Notary Public,State of Florida
'o My Comm.expires June 1,1098 My Commission Expires:
OFF No.CC377050
GTH\REEDD\447479.1\05/23/96 3
MEMORANDUM OF RIGHT OF FIRST REFUSAL
STATE OF FLORIDA )
COUNTY OF DADE )
NOTICE IS HEREBY GIVEN that pursuant to the terms of that certain Acquisition,
Construction and Development Agreement ("Agreement"), executed and delivered on June 6,
1994 between the City of Miami Beach, a Florida municipal corporation ("City") and Ballet Valet
Parking Company, Ltd., a Florida limited partnership ("By") BV granted to City the right of first
refusal ("Right of First Refusal") to purchase the property described on Exhibit "A" attached
hereto ("BV Property").
The terms and conditions of the Right of First Refusal are set forth in Article X of the
Agreement. The Right of First Refusal must be exercised pursuant to the terms of said Article
X. The term of the Right of First Refusal is for an undetermined number of.years.
Capitalized terms used in this Memorandum of Option and not defined herein shall have
the definitions assigned to them in the Agreement.
This Memorandum of Right of First Refusal is executed for purposes of recordation in the
office of the Clerk of the Circuit Court of Dade County, Florida in order to give notice of the
existence of the Right of First Refusal contained in the Agreement, reference to which is hereby
made for any and all purposes. -
This Memorandum of Right of First Refusal does not amend, modify or change any of the
terms and provisions to the Agreement and terms and conditions of the Agreement shall prevail,
in the event of any inconsistency, over any statements contained herein.
IN WHEREOF, this Memorandum of Right of First Refusal has been executed
this \\ day of v , 199:r7
Signed, sealed and delivered
in the presence of: CITY OF B:A& , a/ ' orida
municip. I 'oration
By:1 �. �►b„;
print • , Pa.eATTES (1,/
it) Cz APPROVED AS TO
(Print Name) ORM& LANGUAGE
& FOR EXECUTION
GTH\REEDD\447479.1\05/23/96
1 A OI'f18 ���
•
• ��
BALLET VALET ;PARKING COMPANY,
L 9ri n4 NWYIj fa M LTD., a Florida limited partnership
By: BALLET VAL CORP., a Florida
corporation, a general partner
By:
Q(] / DXL R. GOLDMAN, President
(Print Name)
The foregoing instrument was acknowledged before me this day of AUC,. I I , 199�•by
S v e. (. _ _ , and _, officials of the
City of Miami Beach, a Florida municipal corporation on behalf of said corporation. They are
( moanv 1mown to me) (or have produced) - as identification and did not take
an oath. n
t, �s:�;ti���s;�'.��«,sstst«tss«�.• �it O . (� .
isz c.'3x,° (Signature of Person Taking
r 1`ioa .irubiio,State of Florida
: ..' ;°onzmission Na.CC 465'?&S ''' Acknowledgment)
{; F�a` My Conunissian Expires OS/I8/99 a
{ ismaxY- � !l!!!!1eweeelC11C1111C!!!! l !1CC11C11CldLI SA C. c,)A)
(Name of Aclmowledger Typed, Printed or
Stamped)
(Title or Rank)
The foregoing instrument was acknowledged before me this day of ( 1' )'7 ,
1996 by R.ANTHONY GOLDMAN, President of Ballet Valet Corp., a Florida corpora 4r,n, sole
general partner of Ballet Valet Parking Company, Ltd., a Florida limited partnership on behalf
of said corporation acting for said limited partnership. He is (personally known to me) (or has
produced) as identification and did not take an oath.
r,
(Signature f Person Taking
Acknowledgment) 411),
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(Title or Rank)
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EXHIBIT A
RETAIL SPACE
A part of Lot 1, Block 34, OCEAN BEACH, FLA. , ADDITION No. 1, a subdivision
recorded in Plat Book 3 at page 11 of the public records of Dade County,
Florida; said part of Lot 1, recorded in Official Record 16482 at page 0713
of the public records of Dade County, Florida, and described as follows:
Lot 1, less the Westerly 62 .50 feet thereof; also less the Easterly 72 . 68
feet of the Southerly 42.00 feet of Lot 1; also less the Easterly 70.18
feet of the Northerly 8 .00 feet of Lot 1;' all in Block 34, OCEAN BEACH,
FLA. , ADDITION No. 1, Recorded in Plat Book 3, at page 11 of the public
records of Dade County, Florida.
The Horizontal boundary of Lot 1, less all excepted parts contains, 261
square feet, more or less.
ALSO:
Lots 2 though 5 inclusive, Block 34, OCEAN BEACH, FLA. , ADDITION No. 1,
Recorded in Plat Book 3, at page 11 of the public records of Dade County,
Florida.
Less and excepting therefrom that part of Lots 2 through 5 inclusive in
referenced Block 34 and described in Official Record 16396, page 0871 of
the public records of Dade County, Florida and described as follows:
PARCEL 1: That part of Lots 2 through 5 inclusive, Block 34, OCEAN BEACH,
FLA. , ADDITION No. 1, Recorded in Plat Book 3, at Page 11 of the public
records of Dade County, Florida. Part of Lots 2 though 5: Bounded on the
West by the Westerly line of said Lots 2 through 5, bound on the North by
the Northerly line of Lot 2; bounded on the South by the Southerly line of
Lot 5; bounded on the, East by a line described as follows: Commence
(P.O.C. ) at the Southwest corner of said Lot 5 and run S.79°12'25" E. along
the Southerly line of Lot 5, a distance of 45.16 feet to the Point of
Beginning of the referenced Easterly line, thence run N. 10°47'35" E. along
a line parallel with and 45.16 feet Easterly of the Westerly line of Lots
5 through 3 inclusive, a distance of 150.00 feet; thence run N. 29°55'12"
E. across Lot 2, a distance of 52 .92 feet to the Northerly line of Lot 5,
said point being 62 .50 feet Easterly of the Northwest corner of Lot 5.
Area described contains 9465.5 square feet.
ALSO:
Lot 6, Block 34, OCEAN BEACH, FLA. , ADDITION No. 1, Recorded in Plat Book
3, at page 11 of the public records of Dade County, Florida, less and
excepting that part of said Lot 6, described in Official Record 16396, page
0874 of the public records of Dade County, Florida, as follows:
PARCEL 1:
The Westerly 45.16 feet of Lot 6, Block 34, OCEAN BEACH, FLA. , ADDITION No.
1, Recorded in Plat Book 3, at page 11 of the public records of Dade
County, Florida contains 2108 square feet.
Lot 6 less excepted part contains 4, 892 square feet, more or less.
IP
4_
MEMORANDUM OF OPTION
NOTICE IS HEREBY GIVEN that pursuant to the terms of that certain
Acquisition, Construction and Development Agreement ("Agreement") , executed and
delivered on June 6, 1994, between the CITY OF MIAMI BEACH, a Florida municipal
corporation ("Optionor") and THE BALLET VALET PARKING COMPANY, LTD. , a Florida
limited partnership ("Optionee") , Optionor granted to Optionee an option to
purchase the property described on Exhibit "A" attached hereto ("City Property") . t
•
The terms and conditions of the Option to Purchase are set forth in Article
IX of the Agreement. The Option must be exercised pursuant to the terms of said
Article IX and Optionee must exercise the Option during the period of thirty (30)
days commencing on the date which is the later of thirty (30) years after the
date the Optionor opens the Garage for service, ..or the date upon which City
Financing Proceeds, including any bond financing utilized by the City to finance
and purchase of the City Property and the construction of the Garage have been
repaid or retired.
Capitalized terms used in this Memorandum of Option and not defined herein
shall have the definitions assigned to them in the Agreement.
This Memorandum of Option is executed for purposes of recordation in the
office of the Clerk of the Circuit Court of Dade County, Florida in order to give
notice of the existence of the Option contained in the Agreement, reference to
which is hereby made for any and all purposes.
This Memorandum of Option does not amend, modify or change any of the terms
and provisions to the Agreement and terms and conditions of the Agreement shall
prevail, in the event of any inconsistency, over any statements contained herein.1
IN ITNFISS WHEREOF, this Memorandum. of Option has been executed .this-.1 1!� = .
day of J?r 1997.
Signed, sealed and delivered
i p seneo
t:
cei` CITY OF MIAM , BAEACH, a F o i-n
ame VI municipal c•:--oration /
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Prim ame ! By:
47/Ad/ Al fikek ',
- ATTEST: lilt, i I if ! /_, ; • ' I C
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PrintName /
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PrintName '
APPR D AS TO (SIGNATURES CONTINUED ON PAGE 2.)
FORM& LANGUAGE
& FOR EXECUTION
4'04_,
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EXHIBIT A
CITY OF MIAMI BEACH PROPERTY:
A part of Lot 1 through 6, inclusive, Block 34, OCEAN BEACH, FLA., ADDITION No. 1,
a subdivision recorded in Plat Book 3 at page 11 of the public records of Dade
County, Florida; said part described as follows: (Begin P.O.B.) at the S.W. corner
of said Lot 6 and run S.79'12'25" E. along the South line of Lot 6, 45.16 feet;
thence run N.10'47'35" E. across Lots 6, 5, 4 and 3, a distance of 200.00 feet to
a point on the North line of Lot 2, said point being 45.16 feet Easterly of the
Southwest corner of said Lot 2; thence run N.29'55'12" E. a distance of 52,92 feet
to a point on the North line of Lot 2, said point being 62.50 from the Northwest
corner of Lot 2; thence run N.10'47'35" E. a distance of 50.00 feet to the North
line of Lot 1; thence run N.79"12'25" W. along the North line of Lot 1, 62.50 feet
to the Northwest corner of Lot 1; thence 5.10.47'35" W. along the Westerly line of
Block 34, along the Westerly line of Lots 1 through 6 inclusive, a distance of
300.00 feet to the Point of Beginning (P.O.B.) .
Area of City of Miami Beach Property is 14,848 square feet, more or less or 0.341
acres, more or less.
ALSO:
The Horizontal Boundary of a part of Lots 1 through 6, inclusive, Block 34, OCEAN
BEACH, FLA., ADDITION No. 1, a subdivision recorded in Plat Boot 3 at page 11 of
the public records of Dade County, Florida; said part bounded as follows: Bounded
on the East by the Easterly line of said Lots 1 through 6, inclusive, bounded on
the North by the Northerly line of Lot 1; bounded cn the South by the Southerly
line of Lot 6; bounded on the West by a line described as follows: Commence
(P.O.C.) at the Southwesterly corner of Lot 6 and run 5.79'12'25" E. along the
Southerly line of Lot 6, a distance of 45.16 feet to the Point of Beginning
(P.O.B.) of said line; thence run N.10'47'35" E. along a line 45.16 feet Easterly
of the Westerly line of Lots 6 through 3, a distance of 200.00 feet to the
Northerly; line of referenced Lot 3;• thence run N.29'55'12" E. across Lot 2, a
distance of 52.92 feet to the Northerly line of said Lot 2, said point being 62.53
feet from the Northwest corner of Lot 2; thence run N.10.47'35" E. across Lot 1,
50.00 feet to a point on the North line of Lot 1, said point being 62.50 feet from
the N.W. corner of Lot 1. Base of Area described contains square feet, more or
less, or acres, more or less.
LESS AND EXCEPTING:THEREFROM: -
• • it Riul,ts Rasemenr d" -
Air Rights for the Easterly 13.16 feet of Lot 1 through 6, inclusive, Block 34,
OCEAN BEACH, FLA., ADDITION No. 1, Recorded in Plat Bock 3, at page 11 of the
Public Records of Dade County, Florida.
The Lowest vertical Boundary of the above described Air Rights is at an Elevation
of 40.00 feet, National Geodetic Vertical Datum (N.G.V.D.) , 1929. The upper
boundary of the said Air Rights is an Elevation of infinity. The City of Miami
Beach owns the Air Rights from 40.00 feet to infinity.
Area of the Bore of the Air Rights is 2, 632 square feet.
• ALSO LESS AND EXCEPTING THEREFROM:
Air Rlylhts Rasement p"
Air Rights for a part of Lots 1 through 6, inclusive, Block 34, OCEAN BEACH, FLA.,
ADDITION No. 1, Recorded in Plat Book 3, at page 11 of the public records of Dade
county, clorida; raid part bounded as follows: Bounded on the East by a line 13.16
feet Westerly of the Easterly line of said Lots 1 through 6, inclusive, bounded on
the North by the Northerly line of Lot 1: bounded on the South by the Southerly
line of Lot 6; bounded on the West by a line described as follows: Commence
(P.O.C.) at the Southwesterly corner of Lot 6 and run S.79°12'25" E. along the
Southerly line of Lot 6, a distance of 45.16 feet to the Point of Beginning
(P.O.B.) of said line; thence run N.10°47'35" S. along a line of 45.16 feet
Easterly of the Westerly line of Lots 6 through 3, a distance of 200,00 feet to the
Northerly line of referenced Lot 3; thence run N.29.55'12" E. across Lot 2, a
• distance of 52.92 feet to the Northerly line of said Lot 2, said point being 62.50
feet from the Northwest corner of Lot 2; thence run N.10°47'35" E. across Lot 1,
50.00 feet to a point on the North line of Lot 1, said point being 62.50 feet from
the N.W. corner of Lot 1.
The Lowest Vertical Boundary of the above described Air Rights is at an elevation
as shown on the adjacent sketch, National Geodetic Vertical Datum (N,G.V.D.), 1929.
• The upper boundary of the said Air Rights is an elevation of infinity. The City
of Miami Beach owns the Air Rights above the lowest vertical boundary to infinity.