R7B-Execute Amendment 1 Lease With Massage Partners 1701 Meridian Avenue Unit 2COMMISSION ITEM SUMMARY
Condensed Title:
Resolution Accepting The Recommendation Of The Finance And Citywide Projects Committee To Execute An
Amendment To The Lease Between The City And Massage Partners, Inc., Located At 1701 Meridian Avenue,
Unit 2 (a/kla 767 17'h Street), Concerning: 1) The Additional Use Of The Leased Premises As A Nail Salon; 2)
The Non-Exclusive, Revocable Use Of The Common Area Restrooms Located On The 2nd Floor Of The 1701
Meridian Avenue Office Building For Tenant's Nail Salon Customers; And 3) The Rental Rate To Be Paid By
Tenant For The Use Of Said Restrooms.
Key Intended Outcome Supported:
Increase resident satisfaction with the level of services and facilities.
Supporting Data (Surveys, Environmental Scan, etc.):
Approximately 40% of retail businesses surveyed, rank Miami Beach as one of the best places to do business and
61% of the same group would recommend Miami Beach as a place to do business.
Item Summary/Recommendation:
On September 15, 2010, the Mayor and City Commission passed Resolution No. 2010-27488, approving a
Lease Agreement between the City of Miami Beach ("City") and Massage Partners, Inc. ("Tenant") for the use
of approximately 1802.89 square feet of City-owned property, located at 1701 Meridian Avenue, Unit 2 (a/kla
767 17th Street), Miami Beach, Florida ("Leased Premises"); said lease having a term of nine (9) years and
364 days, commencing on December 2, 2010, and ending on November 30, 2020.
Pursuant to the Lease, the Leased Premises shall be used by Tenant solely for the purpose(s) of providing
therapeutic massage services, facials, and any other products or services authorized pursuant to Tenant's
Franchise Agreement with Massage Envy Franchising, LLC ("Franchisor"). The Tenant has requested
permission to expand the use of the Leased Premises to include nail salon services in a small portion of space
("Proposed Nail Salon Space") located at the front of the Leased Premises and separated by partition walls
from the space from which the Tenant currently provides massage services. Due to requirements of the
Franchisor and the City, the Tenant further requested approval to use of the common area restrooms located
on the 2nd Floor of the 1701 Meridian Avenue office building ("Common Area Restrooms") for its nail salon
customers.
At its September 19, 2013 meeting, the Finance and Citywide Projects Committee recommended in favor of
allowing the additional use as a nail salon. Additionally, the Committee was willing to allow the non-exclusive,
revocable use of the Common Area Restrooms, subject to Tenant escorting patrons to the Common Area
Restrooms during times when the 1701 Meridian office building is not open to the public. The Committee
recommended the Common Area Restrooms, containing approximately 248 square feet, should be subject to
the $6.00 PSF common area maintenance charge which the office tenant's currently pay; in the amount of
$1,488 per year (248 sf x $6.00), payable in monthly installments of $124.
Financial Information:
Source of Amount
Funds: 1 n/a
Financial Impact Summary:
Ci Clerk's Office Le islative Trackin
Max Sklar, ext. 6116
Assistant Ci
KGB
T:\AGENDA\2013\0ctober 16\Massage Partners \Massage Partners SUMM (1 0-16-13).docx
MIAMI BEACH 814
Account
AGENDA ITEM _R---:'l_B-=--
DATE ID-(b-13
(9 MIAMIBEACH
City of Miami Beach, 1700 Convention Center Drive, Miomi Beach, Florida 33139, www.miomibeachfl.gov
TO:
FROM:
DATE:
SUBJECT:
COMMISSION MEMORANDUM
October 16, 2013
A RESOLUTION OF THE MA R AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE
RECOMMENDATION OF THE FINANCE AND CITYWIDE PROJECTS
COMMITTEE PERTAINING TO AN AMENDMENT TO THE LEASE BY
AND BETWEEN THE CITY OF MIAMI BEACH ("CITY") AND
MASSAGE PARTNERS, INC. ("TENANT") DATED SEPTEMBER 15,
2010, FOR THE PREMISES LOCATED AT 1701 MERIDIAN AVENUE,
UNIT 2 (A/KIA 767 17TH STREET), MIAMI BEACH, FLORIDA; AND
FURTHER APPROVING AND AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE SAID AMENDMENT TO THE LEASE
CONCERNING: 1) THE ADDITIONAL USE OF THE LEASED
PREMISES AS A NAIL SALON; 2) THE NON-EXCLUSIVE,
REVOCABLE USE OF THE COMMON AREA RESTROOMS LOCATED
ON THE SECOND FLOOR OF THE 1701 MERIDIAN AVENUE OFFICE
BUILDING FOR TENANT'S NAIL SALON CUSTOMERS; AND 3) THE
RENTAL RATE TO BE PAID BY TENANT FOR THE USE OF SAID
COMMON AREA RESTROOMS
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
BACKGROUND
On September 15, 2010, the Mayor and City Commission passed Resolution No. 2010-27488,
approving a Lease Agreement between the City of Miami Beach ("City") and Massage Partners,
Inc. ("Tenant") for the use of approximately 1802.89 square feet of City-owned property, located
at 1701 Meridian Avenue, Unit 2 (a/kla 767 1 yth Street), Miami Beach, Florida ("Leased
Premises"); said Lease having a term of nine (9) years and 364 days, commencing on
December 2, 2010, and ending on November 30, 2020.
As stated in Section 7 of the Lease Agreement, the Leased Premises shall be used by the
Tenant only for the purpose(s) of providing therapeutic massage services, facials, and any other
products or services authorized pursuant to Tenant's Franchise Agreement with Massage Envy
Franchising, LLC ("Franchisor"). Any additional uses shall be subject to the prior written
approval of the City Manager, in his sole and reasonable discretion. Furthermore, pursuant to
Subsection 8.C.2 of Tenant's Franchise Agreement, the Tenant shall not offer, sell, give away or
otherwise provide any services or products not authorized by the Franchisor.
The Tenant has requested permission from the City to expand the use of the Leased Premises
815
Commission Memorandum
Massage Partners, Inc. -Retail Lease Amendment
October 16, 2013
Page 2of5
to include nail salon services in a small portion of space {"Proposed Nail Salon Space") located
at the front of the Leased Premises and separated by partition walls from the space from which
the Tenant currently provides massage services.
The Franchisor has stated it cannot approve the sharing of signage, entryways or restrooms by
its franchisees with other businesses. The Leased Premises contains a separate entryway for
the Proposed Nail Salon Space as well as a separate area for window signage. However, the
Leased Premises do not contain a separate restroom which can be utilized by the nail salon
customers. Subsequent to numerous discussions between the Administration and the Tenant, it
was determined that a separate restroom is also required by the City in order for the Proposed
Nail Salon Space to obtain the applicable business licenses.
The Finance and Citywide Projects Committee (FCWPC) considered this request at the
November 9, 2012 meeting. The Committee asked that a standby letter of credit be issued for
the contractor's liens which were filed in regards to Tenant's initial buildout of the Leased
Premises. The Committee also asked staff to determine a proportionate share for use of the
common area restrooms located on the 2nd Floor of the 1701 Meridian Avenue office building
("Common Area Restrooms") and to determine the appropriate CAM fees to be charged and
bring it back to the Finance and Citywide Committee with the methodology used to calculate the
fees.
The request was brought back to the FCWPC on July 25, 2013. After discussing the matter,
Mayor Matti Bower expressed concern regarding the City's liability if there is access into a City
building when not occupied on the weekends. Commissioner Jorge Exposito suggested that
Massage Partners try to get a waiver from the Franchisor in order to use its restrooms.
Chairperson Deede Weithorn recommended Massage Partners work with their next door
neighbors, the Permit Doctor, to use their restrooms, and provide evidence to the City via an
affidavit. The Committee asked for direction from the Building Department to determine if the
use of the Common Area Restrooms is permitted under the Building Code. The Committee also
asked if the Building Code allows for Massage Partners to use the Permit Doctor's restrooms
via an agreement between the tenants.
The request was brought back to the FCWPC on September 19, 2013. The Committee was in
favor of allowing the additional use as a nail salon. Additionally, the Committee was willing to
allow the non-exclusive, revocable use of the Common Area Restrooms, subject to Tenant
escorting patrons to the Common Area Restrooms during times when the 1701 Meridian office
building is not open to the public. The Committee discussed the fees to be charged for the use
of the Common Area Restrooms and agreed upon $6.00 per square foot, for the 248 square
feet of restroom area, in the amount of $124 per month. The attached DRAFT Amendment to
the Lease, attached hereto and marked "Attachment 1", is subject to Legal and Regulatory
approvals as well as final approval by the Tenant.
ANALYSIS
The Tenant has requested to expand its product/service line to include a nail salon, which is a
natural extension of the current services provided. As previously stated, Section 7 of the Lease
Agreement specifically states the Leased Premises shall be used by the Tenant only for the
purpose(s) of providing therapeutic massage services, facials, and any other products or
services authorized pursuant to Tenant's Franchise Agreement with Massage Envy Franchising,
LLC ("the Franchisor"). Any additional uses shall be subject to the prior written approval of the
City Manager, in his sole and reasonable discretion. The Administration is agreeable to allowing
an additional use of the Leased Premises as a nail salon, subject to written approval by the City
816
Commission Memorandum
Massage Partners, Inc. -Retail Lease Amendment
October 16, 2013
Page 3of5
Manager.
The use of the Common Area Restrooms is also required in order to comply with both the
Franchisor's stipulations and the requirements of the City. The Administration is also agreeable
to providing the Tenant the non-exclusive, revocable use of the Common Area Restrooms,
subject to the Tenant complying with any additional insurance requirements and/or regulatory
requirements.
Calculation of Rent:
Tenant currently pays a base rental rate of $27.60 per square foot for the Leased Premises,
plus operating expenses at $4.00 per square foot, and also escrows funds for real estate taxes
at the current rate of $7.78 per square foot, and insurance costs at a rate of .90 per square foot.
Per Subsection 3.2.1 of the Lease Agreement, "Operating Expenses" shall mean the following
costs and expenses incurred in operating, repairing, and maintaining the Common Facilities (as
hereinafter defined) and shall include, without limitation, water service to the Building, sewer
service to the Building, trash removal from the Building, costs incurred for gardening and
landscaping, repairing and maintaining elevator(s), painting, janitorial services (except for areas
within the Leased Premises}, lighting, cleaning, striping, policing, removing garbage and other
refuse and trash, removing ice and snow, repairing and maintaining sprinkler systems, water
pipes, air-conditioning systems, temperature control systems, and security systems, fire alarm
repair and maintenance and other equipment in the common areas and the exterior and
structural portions of the Building, paving and repairing, patching and maintaining the parking
areas and walkways, and cleaning adjacent areas, management fees and the City's
employment expenses to employees furnishing and rendering any services to the common
areas, together with an additional administration charge equal to fifteen percent (15%) of all
other expenses included in the annual common area expenses, provided by the City for the
common or joint use and/or benefit of the occupants of the Building, their employees, agents,
servants, customers and other invitees. Based on this definition, the Administration believes the
Tenant already pays for the common bathroom and its water and sewer expenses.
However, the FCWPC requested the Administration provide a methodology for calculating
additional fees for use of the 2nd floor restroom at its November 9, 2012 meeting. Currently, the
retail tenants at the 1701 Meridian Avenue building pay $4.00 PSF for operating expenses and
the office tenants pay $6.00 PSF. The difference is due to certain expenses which are not
passed through to the retail tenants, such as electricity since the retail tenants are separately
metered.
The additional rent for use of the Common Area Restrooms may be calculated based upon the
size of the restrooms, which is 104 square feet for the men's room and 144 square feet for the
women's room. The Administration recommends the combined square footage of 248 square
feet should be subject to the $6.00 PSF which the office tenant's currently pay. Accordingly, the
rent for the use of the bathrooms would be $1,488 per year (248 sf x $6.00), payable in monthly
installments of $124.
Outstanding Liens:
The Tenant performed extensive renovations to the space, and in consideration of the Tenant's
improvements, the City delayed rent commencement for one year after Lease commencement.
The Tenant improvements were conducted by Tenant's contractors, one of whom filed two
Claims of Lien against the leasehold interest in August 2012. The contractor claimed he was
owed $66,300.67 by the Tenant. The City placed the Tenant on notice of default. The Tenant
in turn filed a Contest of Lien. The City, pursuant to Section 15 of the Lease Agreement,
817
Commission Memorandum
Massage Partners, Inc. -Retail Lease Amendment
October 16, 2013
Page 4 of5
requested the Tenant provide the City with security in the amount of $99,451.00 immediately in
connection with the Claim of Lien. On October 31, 2012, the contractor informed the
Administration that negotiations were ongoing with Massage Partners and that the Tenant had
offered to pay $40,000 of the $$66,300.67. One June 26, 2013, the City received two Releases
and Satisfaction of Recorded Claims of Lien (attached hereto and marked "Attachment 2"). The
City Attorney's office has determined said Releases are acceptable to the City.
Pending Lawsuit:
Tenant is sueing the adjacent tenant to the west of the Leased Premises, South Florida Salon
Group, Inc. ("SFSG") for specific damages relating to the rights to approximately 160 square
feet of space which are part of SFSG's lease with the City. The City was named as a party in
the initial Complaint. The City Attorney's office required that any allegations as to the City be
removed from the lawsuit. The City has since been removed and is no longer a party in the
lawsuit. The City Attorney's office has determined the revised Complaint (attached hereto and
marked "Attachment 3") is devoid of any allegations as to the City.
Use of Permit Doctor's Restrooms:
The Building Department will not allow Massage Partners to use an adjacent business' restroom
(Permit Doctor), even if the adjacent business agrees to such arrangement and provides an
affidavit.
Use of Common Area Restrooms on Second Floor:
The Building Department was not inclined to allow the use of the common area bathrooms of
the office building since they could not be accessed through internal, common space. However,
because the Chief Plumbing Inspector had already approved the use of the common area
restrooms the Building Official has said he will allow it.
The entrance to the office building is open/unlocked Monday -Friday 7:00 AM to 7:00 PM and
is closed on the weekends. The only persons with access to the building outside of these hours
are City employees with City-issued identification/access cards. The Tenant has said they will
only be open during Massage Envy hours which are Monday-Friday 8:00AM to 10:00 PM and
Saturday/Sunday 9:00AM to 9:00 PM.
Massage Partners has said they are willing to escort any patrons of the nail salon to the
common area restrooms during times when the 1701 Meridian office building is not open to the
public. Massage Partners has also offered to install a security camera in the lobby of the office
building. The camera would be connected to, and recorded by, Massage Partners' security
equipment in the Premises. The City is named as an additional insured on Tenant's liability
insurance
CONCLUSION AND RECOMMENDATION
From a business and practical standpoint, the Administration, as Landlord, has no objection to
the additional use of the Premises as a nail salon. The Adminstration recommends the Mayor
and City Commission accept the recommendation of the FCWPC to:
1. Allow the additional use of the Leased Premises as a nail salon
2. Allow the non-exclusive, revocable use of the Common Area Restrooms for the nail
salon patrons
3. Charge additional rent for use of the Common Area Restrooms in the amount of
818
Commission Memorandum
Massage Partners, Inc. -Retail Lease Amendment
October 16, 2013
Page 5of5
$6.00 per square foot, payable in monthly installments of $124.
"Attachment 1" -DRAFT Amendment to the Lease
"Attachment 2" -Releases and Satisfaction of Recorded Claims of Lien
"Attacn;,enM;.r~"-Revised Complaint
JLMIKJB!~tt~M
v
T:\AGENDA\2013\0ctober 16\Massage Partners\Massage Partners MEMO (10-16-13).docx
819
Attachment 1
820
AMENDMENT NO. 1 TO LEASE AGREEMENT
This Amendment No. 1 to Lease Agreement is entered into this 16th day of
October. 2013 by and between the CITY OF MIAMI BEACH, a Florida municipal
corporation, (hereinafter referred to as "City" or "Landlord"); and MASSAGE
PARTNERS, INC., a Florida corporation (hereinafter referred to as 'Tenant").
WITNESSETH:
WHEREAS, on September 15, 2010, the Mayor and City Commission passed
Resolution No. 2010-27488, approving a Lease Agreement between the City and
Massage Partners, Inc. for the use of approximately 1802.89 square feet of City-owned
property, located at 1701 Meridian Avenue, Unit 2 (a/k/a 767 17th Street), Miami Beach,
Florida; said lease having a term of nine (9) years and 364 days, commencing on
December 2, 2010, and ending on November 30, 2020; and
WHEREAS, on October 16, 2013, the Mayor and City Commission adopted
Resolution No. 2013-accepting the recommendation of the Finance and
Citywide Projects Committee and approving and authorizing the Mayor and City Clerk to
execute an amendment to the Lease Agreement between the City and Massage
Partners, Inc., dated September 15, 2010, for the use of approximately 1802.89 square
feet of City-owned property, located at 1701 Meridian Avenue, Unit 2 (a/k/a 767 17th
Street), Miami Beach, Florida; said amendment consenting to the additional use of the
Demised Premises as a nail salon; and
NOW THEREFORE, the City and Tenant, for and in consideration of the mutual
covenants, agreements and undertakings herein contained, do by these presents
mutually covenant and agree to amend the Lease Agreement, as follows:
1. Section 1, entitled "Demised Premises", located on Page 1 of the Lease
Agreement, shall be amended so that the following subsection shall be added:
1 .1 Common Area Restrooms.
Tenant shall have the non-exclusive, revocable use of the Common Area
Restrooms located on the 2nd Floor of the Building, and as more
specifically delineated in "Exhibit 1.1 ", attached hereto and incorporated
herein, for Tenant's nail salon customers, subject to Tenant escorting any
patrons of the nail salon to the Common Area Restrooms during times
when the office portion of the Building is not open to the public
2. Section 3, entitled "Rent", located on Pages 1-3 of the Lease Agreement, shall be
amended so that the following subsection shall be added:
3.2.4 Maintenance Expenses For Common Area Restrooms:
Commencing November 1, 2013, throughout the Term herein,
the Maintenance Expenses for the Common Area Restrooms
1
821
shall be One Thousand Four Hundred Eighty Eight and 00/100
Dollars ($1 ,488.00) per year, payable in monthly installments of
One Hundred Twenty Four and 00/100 Dollars ($124.00).
Tenant agrees and understands that the costs incurred for
Maintenance Expenses may increase or decrease and, as such,
Tenant's Maintenance Expenses shall increase or decrease
accordingly.
3. Section 7, entitled "Use and Possession of Demised Premises", located on Page
5 of the Lease Agreement, shall be amended (deleted items struck through and
inserted items underlined) as follows:
7. Use and Possession of Demised Premises.
7.1 The Demised Premises shall be used by the Tenant only for the
purpose(s) of providing therapeutic massage services, facials, nail salon
services and any other products or services authorized pursuant to
Tenant's franchise agreement, dated June 2, 2010, attached hereto as
Exhibit 7.1. Any additionally uses shall be subject to the prior written
approval of the City Manager, in his sole and reasonable discretion.
Said Premises shall be open for operation as follows:
Monday -Friday:
Saturday & Sunday:
8:00AM to 10:00 PM
9:00AM to 9:00 PM
Tenant shall not otherwise modify the days or hours of operation without
the prior written appmval of the City Manager. Nothing herein contained
shall be construed to authorize hours contrary to the laws governing such
operations.
4. Except as otherwise specifically amended herein, all other terms and conditions
of the Lease Agreement by and between the Landlord and Tenant shall remain in
full force and effect. In the event there is a conflict between the provisions
provided herein and the Lease Agreement, the provisions of this Amendment No.
1 to Lease Agreement shall govern.
[The remainder of this page has been left intentionally blank]
2
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IN WITNESS WHEREOF, this Amendment has been duly executed by the
parties hereto as of the day and year first written above.
Attest: CITY OF MIAMI BEACH, FLORIDA
Rafael Granado, CITY CLERK Matti Herrera Bower, MAYOR
Witness: MASSAGE PARTNERS, INC.
Signature John Krutchik, PRESIDENT
Print Name
Signature
Print Name
CORPORATE SEAL
(affix seal here)
F:\RHCD\$ALL \ECON\$ALL\ASSETI777 -17th Street\Massage Envy\Massage Partners -First Amendment (9-27 -13).doc
3
823
EXHIBIT 1.1
Common Area Restrooms
l.t)
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;:)
1701 Meridian Avenue
2nd Floor
4
824
--~---
Attachment 2
825
r·-···-··-··-................. ________________ ................... -......... ·-···-···-··-............................................. .
RELEASE
AND
SATISFACTION
OF
REcORDED CLAIM OF LIEN
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1
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TBI8 IMI'IRUABIIJ PRBPAR&D 8Y1 ---A. Dlaa.J ... , ........ t
G&lDRATIO. VUTUitB8 COBPORA.TIOK :naa 11.w. 28th ... __
~. P1orllla 33142
(3051 &33-8008
STATE OF FLORIDA )
SS:
COUN'IY OF MIAMI-DADE
The undersigned (lienor) having ftled a Claim of Lien in the amount of SIXTY·SJX TBOUSAifD, THREE
HUKDRED DOLLARS AJm 67/100 C*66,300.67) against the property of IIASSAGE PARTMER&t IlfC.
{TeiUUlt) on July 2Sth, 2012 in Official Record Book 28:il02, at Page 4848, in the Office of the Clerk
of the Circuit Court of llfami·Dacle County, State of Florida, against real property described as:
LBASEBOLD llf1'BRB8T Dr: 1701 IIBitiDIA.If AVUUB, UlOT :3, (A/KA 7fl7 17TH STRBBT), IL\88AGB BIIVY,
MU111 BBACB, J'I.ORJDA, A/X/ A "1701 IIJ:RIDIAII BUILDJJIO COJ!IDOIIJJIUJI WIT :3", COIIDOIIIIIltJII
:RIIlCORD'S BOOK ::a&T:M, P.AOB 1183, 111.00-DADB COUlfTY, FLORIDA, FOLIO KO. 02-3:334-~.
NOW THEREFORE, the lienor, for the goqd and valuable consideration of SIXTY-SIX THOUSAND,
THRBB BUlfDRBD DOLLARS AND 67/100 C*66,300.67), does hereby acknowledge having received
full payment and satisfaction of the Claim of Lien and does direct the Clerk of the Circuit court to
cancel and discharge the Claim of Li~ in accordance with Section 713.21 of the Florida Statutes.
Signed, sealed, and delivered this~ day of M~ , 2013.
GERERA ON VE:rn'lJRltS CORPORATION
2188 K.W. 2lSTB AVENUE
RIDA 33142
I B1tR1tBY CER!'!P't the.t on this day, ~fore :ne, an officer duly authorize State aforesaid and
in the County aforesaid to take acknowledgments, personally appeared Rubea A. Diu Jr., to me
known to be the person described in, or has produced as identification and did take an oath, and who
says that he/she is the Prealdeat of, GBRRATION VEIITURBS CORPORATIO!f and that hejshe
hereby executed the foregoing instrument and he/she acknowledged before me that he/she executed
the same for and on behalf of GEDRATIOK VEJITCRES CORPORATIO:N'. and at its special instance
and request. tJ
WITNESS my hand and official seal in the County and State last aforesaid this 3 day of
Mg~ A.D., 2013. _p ~ _/ -~~~=---~
My Commission Expires: NOTARY PUBLIC STATE OF FLORIDA AT LARGE
~~ ... ~ ~Zc
(Typed or Printed Name of Notary Public)
RB'l'URN 2'0: GEIIBRATIOR VEIITURB8 CORPORATIO.
c/o P.O. BOX 820838
Pembroke Pfnea, Florida 33082
826
NOTARY FUBUC..STATE OF FLORIDA
~···"'"•... Sonia Perez ~ W \commission IDD908137
":. •• /Expires: JULY 29, 2013 BO~~ TBR11 ATLANTIC BONDING CO., INC.
COL NO. 4-416
, ...................................................................................................................................... .,~ .............................. .
RELEASE
AND
SATISFACTION
OF
REcORDED CLAIM OF LIEN
'
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STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
1'1118 unrtJltJM&RT PRBPARZ:D BYI
lblben A. Dlq o1~., Pruldeat
CAPITOL BTIZT IITRUCTURBS
:uu •.•. ad&·--lllaml, l'1odU 33142
(30111 633 11001
The undersigned (lienor) having filed a Claim of Lien in the amount of 'l"WBJfTY-J'IVE THOUSAND,
TWO HUJIDRBD, TWBIITY·I'OUR DOLLARS AND 18/100 ~·2S,224.18J against the property of
IIASSAGE PART!fERB, DC. (Teaaa.t) on July :ZSth, 201:3 in Official Record Book 28202, at Page
4847, in the Office of the Clerk of the Circuit Court of 1Uaml-Da4e County, State of Florida, against
real property described as:
LMBBBOLD nrn:RB8T Ill: 1701 IIBIUDIAK AVBII'UB, UMT :J, (A/KA 767 1TTH STRBB'I1, IIIA88AOB EKVY,
11LUU BZA.CB, J'LOBIDA, A/K/ A "1 701 MBRIDIAll BUILDIRO COIIDOIDlltlll U1UT 7', COimOIIIliiml
RBCORD'S BOOK :18'724. PAGE 1183, IIIAIII·DADB COUli'I'Y, FLORIDA, FOLIO JIO. 02-~34-:J06..00:110,
NOW THEREFORE, the lienor, for the good and valuable consideration of 'l"WE!!TY-JI'IVE THOUSAKD,
TWO IIVliDRED, 'l"WEEITY·I'OUR DOLLARS AND 18/100 (*28,224.18), does hereby acknowledge
having received full payment and satisfaction of the Claim of Lien and does direct the Clerk of the
Circuit court to cancel and discharge the Claim of Lien in accordance with Section 713.21 of the
Florida Statutes.
Signed, sealed, and delivered this ___..2._ day of M ~ , 2013.
CAPITOL sftBT STRUCTURBS
2188 N.W. 28TH AVENUE
~~~~.~A 33142
I HEREBY CERTIFY that on this day, before me, an officer duly auth · eState aforesaid and
in the County aforesaid to take acknowledgments, personally appeared Ru'bea A. DW Jr., to me
known to be the person described in, or has produced as identification and did take an oath, and who
says that hejshe is the Pnaid.ea.t of, CAPITOL STEET STRUCTURES and that he/she hereby
executed the foregoing instrument and he/she acknowledged before me that he/she executed the same
for and on behalf of CAPITOL STEET STRUCTURES . and at its special instance and requ~t.
WITRESS my hand and official seal in the County and State last aforesaid this 3r day of
tv\U~ A.D., 2013. ~ c.. ~..L .9-. .J
My Commission Expires: ~RIDAAT LARGE
1\:-Ar--f"€.. 2.-
(Typed or Printed Name of Notary Public)
DTVRN TO: CAPITOL 8TDT STRUC'J ORBS
c/o P.O. BOX 820838
l'flm.Jwoke PiDea, Florida 3308:1
827
NOTARY PUBIJC.STATE OF FLORIDA f............ Sonia Perez \-J C~mission # DD908137
-. •• ,"..... Exptres: JULY 29, 2013
BONDED TilRU ATLANTIC BONDING CO., 00:.
COLNO 4415
Attachment 3
828
MASSAGE PARTNERS, INC., a
Florida corporation d/b/a Massage
Envy,
Plaintiff,
vs.
IN THE CIRCUIT COURT OF THE 11m
JUDICIAL CIRCUIT IN AND FOR
MIAMI-DADE COUNTY, FLORIDA
GENERAL JURISDICTION DMSION
CASE NO.: 2012-37796 CA 15
Florida BarNo.: 221351
SOUTII FLORIDA SALON GROUP :
INC., a Florida corporation d/b/a Blo :
Bar,
Defendant.
SECOND AMENDED COMPLAINT
Plaintiff, MASSAGE PARTNERS, :me., a Florida corporation d/b/a
Massage Envy (hereinafter "MASSAGE ENVY'') sues the Defendant, SOUTH
FLORIDA SALON GROUP, INC., a Florida corporation d/b/a Blo Bar
(hereinafter "BLO BAR"), and says:
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1. This is an action for specific performance of a contract and for
damages for an amount in excess of$15,000.00.
JURISDICTIONAL ALLEGATIONS
2. The Plaintiff, MASSAGE ENVY, is a Florida corporation engaged in
business in Miami-Dade County, Florida.
3. The Defendant, BLO BAR, is a Florida corporation engaged in
business in Miami-Dade County. Florida.
4. Venue is proper in Miami~ Dade County, Florida.
5. Commencing September 15, 2010, the Plaintiff, MASSAGE ENVY,
became a tenant at the property located at 1701 Meridian Avenue,
Unit 2, Miami Beach, Florida, where it operates a massage franchise.
The landlord is the City of Miami Beach.
6. Prior to February 1, 2012, Unit 1 (the space next door to and directly
adjacent to Unit 2) became vacant and available to rent. The
Defendant, BLO BAR, desired to enter into a lease with the City of
Miami Beach to lease 1701 Meridian A venue, Unit 1, Miami Beach,
Florida ..
7. The square footage of the entire Unit 1, which BLO BAR desired to
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830
lease from the City of Miami Beach is approximately 1,300 square
feet.
8. The Plaintiff, MASSAGE ENVY, interested in expanding its existing
operation, also desired to rent 160 square feet of Unit 1; and, on
February 1, 2012, MASSAGE ENVY and BLO BAR entered into a
written agreement whereby the Defendant, BLO BAR, agreed not to
sign a lease with the City of Miami Beach for a specific pmtion of
Unit 1 consisting of those 160 square feet so that those 160 square feet
could be used by MASSAGE ENVY. A copy of the written agreement
and floor plan describing the 160 square feet is attached hereto as
Exhibit 1.
9. On February 1, 2012, the Defendant, BLO BAR, also signed a letter
of agreement prepared by the leasing agent for the City of Miami
Beach which sets forth the specific details of BLO BAR's agreement
not to rent the subject 160 square feet :fi·om ·the City of Miami Beach.
A copy of the letter of Agreement is attached hereto as Exhibit 2.
10. After the Plaintiff, MASSAGE ENVY, and the Defendant, BLO
BAR, signed the written agreement setting forth their mutual
agreement that BLO BAR would not sign a lease with the landlord,
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City of Miami Beach, to rent the subject 160 square feet, BLO BAR
breached its agreement with MASSAGE ENVY by entering into a
wdtten lease with the landlord to rent the subject 160 square f~t in
breach of its covenant with MASSAGE ENVY.
11. Thereafter, the Defendant, BLO BAR, built the interior of Unit 1; and,
instead of allowing Plaintiff to construct the interior partition wall to
incorporate the 160 square feet for Plaintiff's use, constructed interior
walls that incorporated the 160 square feet that BLO BAR had agreed
not to lease for itself.
COUNT I
{SPECIFIC PERFORMANCE OF AN AGREEMENT
COVENANT NOT TO LEASE)
12. MASSAGE ENVY re-adopts andre-alleges the allegations contained
in paragraphs 1 -11.
13. The Plaintiff, MASSAGE ENVY, is entitled to specific perfotmance
of the written Agreement requiring the Defendant not to lease
those 160 square feet of Unit 1 's space.
14. The Plaintiff, MASSAGE ENVY has demanded that the Defendant,
BLO BAR, perform the Agreement to relinquish the 160 square feet;
however, the Defendant refuses to abandon possession of the 160
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832
square feet and refuses to comply with the written Agreement not to
lease or use the 160 square feet.
15. The agreement by BLO BAR not to rent the 160 square foot space
pe1tains to real property which by its nature is unique; and, therefore,
Plaintiff, MASSAGE ENVY, seeks the equitable remedy of specific
performance because it has no adequate remedy at law.
16. The Plaintiff, MASSAGE ENVY, has petfmmed the agreement with
BLO BAR and in entitled to a decree of specific performance to
require the Defendant, BLO BAR, not to use the 160 square feet that
it agreed not to lease and use.
17. When Defendant, BLO BAR entered into its lease with the City of
Miami Beach, BLO BAR was aware it was required to enter into a
lease for only rent 1, 140 square feet of the premises and not
incotporate those l60 square feet into the premises.
WHEREFORE the Plaintiff, MASSAGE ENVY, prays that the Comt:
1) Enter a decree of specific perf01mance requiring the Defendant, BLO
BAR, to vacate possession of the 160 square feet pursuant to the
terms of the agreement not to lease;
2) Enter a judgment against the Defendant, BLO BAR, for the damages
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833
incwTed by the Plaintiff, MASSAGE ENVY, as a result of the breach
of the written agreement by Defendant, BLO BAR;
4) Grant any other equitable relief that the cowt deems proper and can
fashion to require the Defendant, BLO BAR, to comply with its
written agreement; and
5) Award costs and attorney's fees to Plaintiff.
COUNT II
(BREACH OF CONTRACT AGAINST BLO BAR)
18. The Plaintiff, MASSAGE ENVY re~adopts and re-alleges the
allegations contained in paragraphs 1 • 11.
19. The Plaintiff, MASSAGE ENVY, and the Defendant, BLO BAR,
entered into a written contract dated February 1, 2012 where the
Defendant, BLO BAR, agreed:
a. Not to lease a specific 160 square foot portion of Unit 1,
1701 Meridian Avenue, Miami Beach, Florida, leaving the 160
square feet for MASSAGE ENVY;
b. With respect to any lease entered into by BLO BAR and
the landlord, the parties agreed that MASSAGE ENVY is an
intended third party beneficiary to enforce its rights under the
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Agreement.
c. MASSAGE ENVY would pay for the construction of the
pmtition wall between Unit 1 and 2 along the perimeter of the
160 square feet of the location.
20. BLO BAR breached the tetms of the Agreement by:
a. Failing to allow MASSAGE ENVY to construct a
partition wall between Unit 1 and 2, along the perimeter of the
160 feet of the location.
b. Entering into a lease agreement with the City of Miami
Beach for the entire 1,300 square feet (including the subject 160
square feet) instead of only 1, 140 square feet as BLO BAR
agreed with MASSAGE ENVY that BLO BAR would do.
21. As a result of the breach of the agreement by the Defendant, BLO
BAR, the Plaintiff, MASSAGE ENVY has been damaged by the loss
of use ofthe 160 square feet of space and the compensation damage in
the loss of profits to its business. The 160 square feet was going to be
used to create two additional massage rooms to increase the total
massage rooms from 9 to 11.
22. The Plaintiff, MASSAGE ENVY, has demanded that the Defendant,
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835
BLO BAR, perform the contract but the Defendant, BLO BAR, has
failed to perform the contract entitling the Plaintiff, MASSAGE
ENVY, to recover damages including the loss of profits as a result of
the breach by the Defendant, BLO BAR.
23. The Plaintiff, MASSAGE ENVY, is entitled to recover attorney's fees
pursuant to the terms of the Agreement.
WHEREFORE, the Plaintiff, MASSAGE ENVY, prays that the Court enter
a Judgment against the Defendant, BLO BAR for damages in excess of$15,000.00
together with interest, attorneis fees and costs.
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RESOLUTION NO. __ _
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE
FINANCE AND CITYWIDE PROJECTS COMMITTEE AND APPROVING AND
AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AMENDMENT
NO.1 TO THE LEASE BETWEEN THE CITY AND MASSAGE PARTNERS, INC.
("TENANT"), DATED SEPTEMBER 15, 2010, FOR THE PREMISES LOCATED
AT 1701 MERIDIAN AVENUE, UNIT 2 (AJKJA 767 17TH STREET), MIAMI
BEACH, FLORIDA; SAID AMENDMENT TO THE LEASE CONCERNING: 1) THE
ADDITIONAL USE OF THE LEASED PREMISES AS A NAIL SALON; 2) THE
NON-EXCLUSIVE, REVOCABLE USE OF THE COMMON AREA RESTROOMS
LOCATED ON THE SECOND FLOOR OF THE 1701 MERIDIAN AVENUE OFFICE
BUILDING FOR TENANT'S NAIL SALON CUSTOMERS; AND 3) THE RENTAL
RATE TO BE PAID BY TENANT FOR THE USE OF SAID COMMON AREA
RESTROOMS
WHEREAS, on September 15, 2010, the Mayor and City Commission passed Resolution No.
2010-27488, approving a Lease Agreement between the City and Massage Partners, Inc.
(''Tenant") for the use of approximately 1802.89 square feet of City-owned property, located at
1701 Meridian Avenue, Unit 2 (a/kla 767 17th Street), Miami Beach, Florida ("Leased Premises");
said Lease having a term of nine (9) years and 364 days, commencing on December 2, 2010, and
ending on November 30, 2020; and
WHEREAS, as stated in Section 7 of the Lease, the Leased Premises shall be used by the
Tenant only for the purpose(s) of providing therapeutic massage services, facials, and any other
products or services authorized pursuant to Tenant's Franchise Agreement with Massage Envy
Franchising, LLC ("Franchisor"); and
WHEREAS, the Tenant has requested permission from the City to expand the use of the
Leased Premises to include nail salon services in a small portion of the space ("Proposed Nail
Salon Space"} located at the front of the Leased Premises and separated by partition walls from
the space from which the Tenant currently provides massage services; and
WHEREAS, the Franchisor has stated it cannot approve the sharing of restrooms by its
franchisees with other businesses (i.e. the proposed nail salon); and
WHEREAS, subsequent to numerous discussions between the City Administration and the
Tenant, it was determined that a separate restroom is also required by the City in order for the
Proposed Nail Salon Space to obtain the applicable business tax receipt(s); and
WHEREAS, the Leased Premises do not contain a separate restroom which can be utilized by
the nail salon customers; and
WHEREAS, the Tenant has requested approval to use of the common area restrooms located
on the 2nd Floor of the 1701 Meridian Avenue office building ("Common Area Restrooms"} for its
nail salon customers; and
WHEREAS, the additional nail salon use and the use of the Common Area Restrooms was
discussed at the September 19, 2013 Finance and Citywide Projects Committee meeting, and
843
WHEREAS, the Committee recommended in favor of allowing the nail salon use; and
WHEREAS, the Committee recommended in favor of allowing the non-exclusive, revocable
use of the Common Area Restrooms for the Tenant's nail salon customers, subject to Tenant
escorting any patrons of the nail salon to the Common Area Restrooms during times when the
1701 Meridian office building is not open to the public; and
WHEREAS, the Committee recommended the Common Area Restrooms, containing
approximately 248 square feet, should be subject to the $6.00 PSF common area maintenance
charge which the office tenant's currently pay; in the amount of $1,488 per year (248 sf x $6.00),
payable in monthly installments of $124.
NOW, THEREFORE, BE IT DULY RESOLVED THAT THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission
hereby accept the recommendation of the Finance and Citywide Projects Committee and approve
and authorize the Mayor and City Clerk to execute Amendment No. 1 to the Lease between the
City and Massage Partners, Inc. ("Tenant"), dated September 15, 2010, for the premises located at
1701 Meridian Avenue, Unit 2 (a/kla 767 171h Street), Miami Beach, Florida; said amendment to the
lease concerning: 1) the additional use of the Leased Premises as a nail salon; 2) the non-
exclusive, revocable use of the common area restrooms located on the 2nd Floor of the 1701
Meridian Avenue office building for Tenant's nail salon customers; and 3) the rental rate to be paid
by Tenant for the use of said common area restrooms.
PASSED and ADOPTED this __ day of _____ 2013.
ATTEST:
Rafael Granado, CITY CLERK Matti Herrera Bower, MAYOR
T:\AGENDA\2013\0ctober 16\Massage Partners\Massage Partners RESO (1 0-16-13).docx
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APPROVED AS TO
FORM & LANGUAGE
& FO~ ECUTION
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