1A-1st Rdg Approve Lease Agmt w- Cubiche 105 LLC At 1555 Washington AveCondensed Title;
lerk's Office
T:\AGENDAt201 1555 Washington Avenue - New Ag reement\1 555 Wash ingtonAven ue
REDEVELOPMENT AGENCY ITEM SUMMARY
FIRST READING
A Resolution Of The Chairperson And Members Of The Miami Beach Redevelopment Agency (RDA), Accepting The
Recommendation Of The Finance And Citywide Projects Committee, On First Reading, And Authorizing The Chairperson
And Secretary To Execute A Lease Agreement, Between The RDA (Landlord) and Cubiche 105, LLC (Tenant), ln
Connection With The Use Of Suite Nos. 1-3 At The Anchor Shops, Located At 1555 Washington Avenue, For A Term Of
Nine (9) years And 364 Days From Rent Commencement; And Allowing Pursuant to Section 1.03 Of The City Code, An
Additional Two (2) Renewal Options For Five (5) Years Each; Further Waiving The Competitive Bidding Requirement;
The Prooosed Lease To The Board And Settinq A Public For Second (And Final
N/A
Data (Surveys, Environmental Scan, etc.):
Item Summary/Recommendation:
The Miami Beach Redevelopment Agency (RDA) and BBQ Beach, lnc. were parties to a retail lease dated March 1, 2006,
tor 6,217 square feet of restaurant space, located at 1555 Washington Avenue, Suites 1-3, Miami Beach, Florida 33139
(Premises), for a period of ten (10) years, commencing March 1 , 2006 and ending February 29,2016, with one (1) renewal
option for an additional ten (10) years.
BBQ Beach breached its lease by failing to remit rent for the months of April 2014 through December 2014 and on or
about October 27,2014, was served with a Three (3) Day Notice, by the City, as a precondition to filing an eviction lawsuit.
On April 13, 2015, the RDA and BBQ Beach entered into a Settlement Agreement and Release whereby BBQ Beach
agreed to various terms and conditions, including the payment of $137,776.00, in twelve equal installments of $1 1 ,480.00,
representing back rent for the period ending February 28,2015.
Subsequently, the Administration secured a fair market rental appraisal, marketed the Premises for lease, identified
Tenant as a prospective user, commenced negotiations and, ultimately agreed to terms and conditions for a new lease.
The terms and conditions of the new lease agreement include an initial tern for a period of nine (9) years and three
hundred and sixty four (364) days, and an additional two (2) renewal options for five (5) years each, at market rent.
Pursuant to Section 1.03(bX4), of Article I of the charter of the City of Miami Beach, leases of City-owned property, of ten
(10) years or longer, including renewal options, require the approval by a majority of 4l7lh vote of all members of the
Planning Board and 6/7th vote of the City Commission.
Pursuant to Section 82-38 of Article ll of the City Code, a planning analysis is required. The Planning Department
performed said analysis and concluded: the proposed use for the site is consistent with the goals, objectives and policies
of the City; the use will generate no negative impacts for the surrounding area and the property would continue to serve
the public interest.
Pursuant to Section 82-39(a) of Article ll of the City Code, an advertised public bidding process, or the waiver of same by a
5/7th vote of the City Commission will be required.
Pursuant to Section 82-37(a)(2) of Article ll of the City Code, the approvalof this lease will require two readings, with the
second reading to be a accompanied by a public hearing.
The Administration recommends that the City Commission adopt the recommendation of the FCWPC from its May 20,
2015 meeting, and approve a new lease agreement, subject to final review and approval by the City Attorney's Office.
The ltem has been for the June 23'd Plannino Board
The Administration submitted the agreed upon terms and conditions to the Finance and Citywide Projects Committee
(FCWPC) at its May 20,2015 meeting, and the FCWPC recommended approving a new lease agreement with Tenant, for
a period of nine (9) years and three hundred and sixty four (364) days; and further recommended allowing an additional
Max Sklar, ext. 6116
E MIAMIBEACH AGENDA
(6-1 0-1 5).docx
782
MIAMIBEACH
Crty of ltiomi Beoch, I 700 Convention Cenler Drive" Miomi Beoch, Florido 33,l 39, www.miomibeochfl.gov
REDEVELOPMENI AGENCY MEMORANDUM
Chairperson and Members of the Miami Beach
Jimmy Morales, Executive Director
June 10,2015
FIRST READING
SUBJECT: A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY (RDA), ACCEPTING THE
RECOMMENDATION OF THE CITY'S FINANCE AND CITYWIDE PROJECTS
COMMITTEE, ON FIRST READING OF THIS RESOLUTION, AND APPROVING,
A LEASE AGREEMENT BETWEEN THE RDA (LANDLORD) AND GUBTCHE
105, LLC (TENANT), lN CONNECTTON WITH THE USE OF SUTTE NOS. 1-3 AT
THE ANCHOR SHOPS, LOCATED AT 1555 WASHINGTON AVENUE, MIAMI
BEACH, FLORTDA (PREM!SES), FOR A TERM OF NINE (9) YEARS AND
THREE HUNDRED AND SIXTY FOUR (364) DAYS FROM RENT
CoMMENCEMENT, W|TH TWO (2) RENEWAL OPTIONS, FOR F|VE (5) YEARS
EACH; FURTHER WAIVING, THE COMPETITIVE BIDDTNG REQUIREMENT IN
sEcTloN 82-39(A) OF THE CITY CODE, FINDTNG SUCH WATVER TO BE lN
THE BEST INTEREST OF THE CITY/RDA; REFERRING THE PROPOSED
LEASE TO THE PLANNING BOARD, FOR REVIEW AND APPROVAL, AS
REQUIRED PURSUANT TO SEGTTON 1.03(BX4) OF THE CtTy CHARTER, AND
SETTING A PUBLIC HEARING, AS REQUIRED PURSUANT TO SECTION 82.
37(AX2) OF THE CITY CODE, FOR SECOND (AND FINAL) READTNG AND
PUBLIC HEARING.
ADMINISTRATION RECOMMEN DATION
Adopt the Resolution.
BACKGROUND
The Miami Beach Redevelopment Agency (the 'RDA') and BBQ Beach, lnc. were parties to a
retail lease dated March 1, 2006, for 6,217 square feet of restaurant space, located at 1555
Washington Avenue, Suites 1-3, Miami Beach, Florida 33139 (the "Premises"). The lease was
fora period of ten (10) years, commencing March 1,2006 and ending February 29,2016, with
one (1) renewal option for an additionalten (10) years.
BBQ Beach breached its lease by failing to remit rent for the months of April 2014 through
December 2014. On or about September 16, 2014, BBQ Beach was served with a Notice of
Termination of Tenancy wherein the RDA requested payment of rent or termination of the
tenancy. Having failed to cure the default, on or about October 27, 2014, BBQ Beach was
served with a Three (3) Day Notice, as a precondition to filing an eviction lawsuit. The parties
agreed it would be in their best interests to resolve and settle any and all claims which were, or
could have been, asserted in a commercialeviction action.
On April 13,2015, the RDA and BBQ Beach entered into a Settlement Agreement and Release
whereby BBQ Beach agreed to various terms and conditions, including the payment of
TO:
FROM:
DATE:
783
Red evelop m e nt Age n cy M e mo ra n d u m
1555 Washington Avenue - New Lease Agreement
June 10,2015
Page 2 of 5
$137,776.00, in twelve equal installments of $'11,480.00, representing back rent for the period
ending February 28, 2015.
ANALYSIS
ln anticipation of the Premises being vacated by BBQ Beach, the City, on behalf of the RDA,
began marketing the space for lease in Novembet 2014. ln order to obtain current and accurate
market rental data, the City procured the services of a certified appraiser to provide a Market
Rent Analysis, dated March 27, 2015 (the "Analysis"), which is attached hereto as Exhibit A
(Market Rent Analysis). As contained in the Analysis, the current market rent for comparable
space is $59.00 per square foot, on a triple net (NNN) basis, with operating expenses averaging
$15.58 per square foot.
Also, in order to obtain an accurate drawing of the Premises, and to verify the size of the
Premises, the City procured the services of a licensed architect to provide an updated drawing
of the retail area, dated April21,2015 (the "Floor Plan"), which is attached hereto as Exhibit B
(Floor Plan). As contained in said Floor Plan, the Premises contains 7,130 total square feet,
consisting of 6,342 square feet of ground floor space and 788 square feet of 2nd floor space.
The Administration identified the following three (3), primary leasing objectives in procuring a
new tenant for the Premises: 1) a user which would provide a positive impact on the Anchor
Shops property and the Washington Avenue & 16th Street area overall, 2) a user with a
successful track record and a high likelihood of being successful at the Premises and 3) a lease
agreement which includes terms and conditions providing the greatest financial return to the
City.
The City received substantial interest in the Premises, including five (5) proposals, ranging from
the entire Premises (7,130 square feet) to a portion of the Premises (+/- 1,600 square feet).
The Administration was not satisfied with the type of prospects which were expressing an
interest in the Premises as none of them, in the Administration's view, satisfied the established
leasing objectives. For this reason, the Administration, via a piggyback of the State of Florida
Department of Management Services contract, was in discussions with CBRE, a national, full-
service real estate provider, to market the space on a national basis.
Prior to finalizing the listing agreement with CBRE, the Administration identified Tenant as a
prospective user which satisfied all of the established leasing objectives. Tenant is a newly
formed joint venture, comprised of the principles of two local restaurants, which will offer Latin
cuisine in a fine dining setting. A business plan for Tenant is attached hereto as Exhibit C
(Business Plan). The Administration commenced negotiations and, ultimately agreed to terms
with Tenant, as contained in the executed Letter of lntent dated April 28, 2015, attached hereto
as Exhibit D (Letter of lntent). Additionally, the Lease Agreement, in substantial form, subject to
final review and approval by the City Attorney's Office, is attached hereto as Exhibit E (Lease
Agreement).
As contained in said Letter of lntent, the Base Rental Rate is $60.00 per square foot, with three
percent (3%) annual increases. The Operating Expenses for the Anchor Shops building are
estimated at $3.00 per square foot for 2015. The schedule of Base Rent and Operating
Expenses due over the initial ten (10) year term, are illustrated in the following chart:
(Remainder of Page lntentionally Left Blank)
784
Square Feet:
Rent PSF:
lncreases:
Year
7
2
3
4
5
5
7
8
9
10
PSF
Base
Rent
S60.oo
s61.80
s63.6s
s5s.s6
Soz.ss
s69.s6
$77.64
s73.79
s76.01
s78.29
PSF
Operating
Expenses
S3.oo
53.oo
53.oo
S3.oo
s3.00
s3.00
Ss.oo
53'oo
s3.00
s3.00
Monthly
Operating
Expenses
5t,782.s0
s1,782.s0
s1,782.s0
s1,782.s0
St,782.so
s1,782.s0
s1,782.s0
s1,782.s0
s1,782.s0
Annual
Operating
Expenses
s21,390.00
s21,390.00
s21,390.00
s21,390.00
s21,390.00
s21,390.00
s21,390.00
s21,390.00
s21.390.00
Monthly
Base Rent &
Op. Exp.
537,432.s0
sse,soz.oo
s39,603.s9
540,738.22
s41,906.89
543,1L0.62
5M,3s0.46
54s,627.s0
S4G,942.8s
54,297.66
Rent Rent
s3s,5s0.00 s422800.00
s36,719.s0 s440,634.00
s37,82r.09 s4s3,8s3.02
s38,9ss.72 5467,468.67
s4o,D439 5481,492.67
54L,328.72 549s,937.4s
542,s67.96 Ss10,81s.s7
s43,84s.00 ss26,740.04
s4s,160.3s 5s4r,924.24
s45.51s.15 s558.181.97
s17,82s.00
Redevel o p me nt Ag e n cy M e m o rand u m
1555 Washington Avenue - New Lease Agreement
June 10,2015
Page 3 of 5
Tenant is represented by Koniver Stern Group, which shall be paid a leasing commission, by
the RDA, in accordance with a separate commission agreement. Said agreement is pending
review and approval by Legal and shall be included in the Commission Memorandum submitted
at second reading. The leasing commission shall be equal to three percent (3%) of the
aggregate Annual Base Rent over the initial term of the lease. Accordingly, Koniver Stern
Group shall be paid a leasing commission in the amount of $147,127.43, as illustrated in the
following chart:
Koniver Stern Commission Calculation
Aggregate Commission
Base Rent Rate Commission
54,904,247.s7 3.ffi% itql,t2t
Since the Administration did not execute the listing agreement with CBRE, no other leasing
commissions shall be payable by the RDA. However, in the event the City would have utilized
the listing services of CBRE, and if CBRE had identified Tenant for the Premises, the RDA
would be responsible to pay a leasing commission to CBRE, in addition to the commission due
to Koniver Stern Group. This represents a savings of $159,499.06, as illustrated in the following
chart:
(Remainder of Page lntentionally Left Blank)
785
CBRE Commission Calculation
Aggregate
Rent
So.oo - Ssoo,ooo
s500,001 - s2,500,000
s2,500,001 - s4,500,0m
s4s00,001- s6,499,999
Commission
Rate
3.50%
3.25%
3.OO%
2.75%
Commissionable
Amount
S5oo,ooo.oo
s2,000,000.00
s2,000,000.00
5678,147.57
Redevel o p me nt Age n cy Me m o ra nd u m
1555 Washington Avenue - New Lease Agreement
June 10,2015
Page 4 of 5
ln addition to the initial term of nine (9) years and three hundred and sixty four (364) days, the
Lease Agreement contains two (2) additional renewal options, for an additional five (5) years
each, at the then current fair market rent.
Leases of City-owned property, of ten (10) years or longer, including renewal options, require
the following Administrative approvals:
1. Pursuant to Section 1.03(b)(4), of Article I of the charter of the City of Miami
Beach, this proposed lease will require the approval by a majority of 4l7th vote of all
members of the Planning Board and 6/7th vote of the City Commission.
2. Pursuant to Section 82-38 of Article ll of the City Code, a planning analysis is
required. The Planning Department performed said analysis, attached hereto as
Exhibit E (Planninq Analvsis), and concluded: the proposed use for the site is
consistent with the goals, objectives and policies of the City; the use will generate no
negative impacts for the surrounding area and the property would continue to serve
the public interest.
3. Pursuant to Section 82-39(a) of Article ll of the City Code, an advertised public
bidding process, or the waiver of same by a 5/7th vote of the City Commission.
FINANCE AND CITYWIDE PROJECTS COMMITTEE
At the May 20, 2015 Finance and Citywide Projects Committee (FCWPC) meeting, the
Administration presented the terms and conditions set forth above. The FCWPC considered
this matter and recommended approving a new Lease Agreement with Cubiche 105, LLC, for a
period of nine (9) years and three hundred and sixty four (364) days; and further recommended
allowing an additional two (2) renewal options for five (5) years each.
CONCLUSION AND RECOMMENDATION
The Administration recommends in favor of accepting the recommendation of the FCWPC and
referring this item to the June 23'd Planning Board meeting pursuant to Section 1.03(b)(a), of
Article I of the charter of the City Code.
the Executive Director recommends waiving competitive bidding, as being in the
of the City/RDA.best
J ,fuk
786
Re d ev elop me nt Age n cy Me m o ra n d u m
1555 Washington Avenue - New Lease Agreement
June 10,2015
Page 5 of 5
Exhibits:A Market Rent AnalysisB Floor PlanC Business PlanD Letter of lntentE Lease AgreementF Planning Analysis
T:\AGENDA\201 5Uune\TCED\1555 Washington Avenue - New Lease Agreement\1555 Washington Avenue MEMO (6-10-i 5).docx
787
RESOLUTION NO.
A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI
BEAGH REDEVELOPMENT AGENGY (RDA), ACCEPTING THE
RECOMMENDATION OF THE CITY'S FINANCE AND CITYWIDE PROJECTS
COMMITTEE, ON FIRST READING OF THIS RESOLUTION, AND APPROVING,
A LEASE AGREEMENT BETWEEN THE RDA (LANDLORD) AND GUBIGHE 105,
LLC (TENANT), tN CONNECTTON WITH THE USE OF SUITE NOS. 1-3 AT THE
ANCHOR SHOPS, LOCATED AT 1555 WASHINGTON AVENUE, MIAMI BEACH,
FLORTDA (PREM!SES), FOR A TERM OF NINE (9) YEARS AND THREE
HUNDRED AND SrXTY FOUR (364) DAYS FROM RENT COMMENCEMENT,
wlTH TWO (2) RENEWAL OPTIONS, FOR FIVE (5) YEARS EACH; FURTHER
wAlvlNG, THE GOMPETITIVE BIDDTNG REQUTREMENT tN SECTTON 82-39(A)
OF THE CITY CODE, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST
OF THE CIry/RDA; REFERRING THE PROPOSED LEASE TO THE PLANNING
BOARD, FOR REVIEW AND APPROVAL, AS REQUIRED PURSUANT TO
SEGTTON 1.03(BX4) OF THE Ctry CHARTER, AND SETTTNG A pUBLtC
HEARING, AS REQUIRED PURSUANT TO SECTTON 82-37(AX2) OF THE ClTy
coDE, FOR SECOND (AND FTNAL) READTNG AND pUBLtC HEAR|NG.
WHEREAS, the Miami Beach Redevelopment Agency (RDA) and BBQ Beach, lnc. (BBQ
Beach) were parties to a retail lease dated March 1, 2006, for 6,217 square feet of restaurant
space, located at 1555 Washington Avenue, Suites 1-3, Miami Beach, Florida 33139 (Premises),
for a period of ten (10) years, commencing March 1 , 2006 and ending February 29, 2016, with one
(1) renewal option for an additional ten (10) years; and
WHEREAS, on April 13,2015, the RDA and BBQ Beach entered into a Settlement Agreement
and Release whereby BBQ Beach agreed to various terms and conditions, including relinquishing
possession of the Premises, and payment arrangements for back rent for the period ending
February 28,2015, in the amount of $137,776.00; and
WHEREAS, the Administration secured a fair market rental appraisal and thereafter marketed
the Premises for lease, identified the entity now known as Cubiche 105, LLC (Tenant) as the most
qualified restaurant operator, and ultimately negotiated material terms and conditions for a new
lease agreement; and
WHEREAS, the Administration, through its Executive Director, submitted the agreed upon
terms and conditions to the Finance and Citywide Projects Committee (FCWPC) at its May 20,
2015 meeting, and the FCWPC recommended approving a new lease agreement with Tenant, for
a period of nine (9) years and three hundred and sixty four (364) days, with two (2) renewal
options, for five (5) years each, containing the following additional material business terms:
Basic Rental Rate: $60.00 per square foot, with three percent (3%) annual increases.
Operating Expenses: Estimated at $3.00 per square foot for 2015, subject to adjustment
annually, based upon actualexpenses incurred by Landlord.
Basic Rental Rate
For Renewal Term: Basic Rental Rate, and annual increases, will adjust to fair market
rate at the commencement of each renewal term.
Rent Commencement: 210 days following lease execution.
788
Deposit:$224,595 Letter of Credit (initially, subject to one month reduction
annually, but not less than three months rent), plus first and last
month's rent, all due upon lease execution.
Tenant !nvestment: $500,000 in hard construction costsGommission: 3o/o of the aggregate Annual Base Rent over the initial term of the
lease, in the amount of $147,127.43.
WHEREAS, pursuant to Section 1.03(bX4), of Article I of the City Charter, leases of City-
owned property, of ten (10) years or longer, including renewal options, require the approval by a
majority of 4l7th vote of all members of the Planning Board, and 6/7th vote of all members of the
City Commission; and
WHEREAS, pursuant to Section 82-38 of Article ll of the City Code, a planning analysis will be
required; and
WHEREAS, pursuant to Section 82-39(a) of Article ll of the City Code, an advertised public
bidding process, or the waiver of same by a 5/7th vote of the City Commission will be required;
and
WHEREAS, pursuant to Section 82-37(a)(2) of Article ll of the City Code, the approval of this
lease will require two readings, with the second reading to be a accompanied by a public hearing;
and
WHEREAS, the Administration recommends the approval of a new lease agreement
containing these business terms, subject to final review and approval by the City Attorney's Office,
substantially in the form attached hereto as Exhibit A.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE GHAIRPERSON AND
MEMBERS OF THE MIAM! BEACH REDEVELOPMENT AGENCY, that the Chairperson and
Members of the Miami Beach Redevelopment Agency (RDA) hereby authorize the Chairperson
and Secretary to accept the recommendation of the City's Finance and Citywide Projects
Committee, on first reading of this resolution, and approve, a lease agreement between the RDA
(Landlord) and Cubiche 105, LLC (Tenant), in connection with the use of Suite Nos. 1-3 at the
Anchor Shops, located at 1555 Washington Avenue, Miami Beach, Florida (Premises), for a term
of nine (9) years and three hundred and sixty four (364) days from rent commencement, with two
(2) renewal options, for five (5) years each; further waiving, the competitive bidding requirement in
Section 82-39(a) of the City Code, finding such waiver to be in the best interest of the City/RDA;
referring the proposed lease to the Planning Board, for review and approval, as required pursuant
to Section 1.03(bX4) of the City Charter, and setting a public hearing, as required pursuant to
Section 82-37(a)(2) of the City Code, for second (and final) reading and public hearing.
PASSED and ADOPTED this day of
ATTEST:
Rafael E. Granado, City Clerk Philip Levine, Chairperson
2015.
IuIS=.Ioo"o1Suune\rcED\1555
washington Avenue - New Lease Asreement\155s wasninston6pfftbffi$tffi,
Fr)n
al= l6
Dotd
789
Exhibit A
790
COUNSELING REPORT
MARKET RENT ANALYSIS FOR RETAIL SPACE
The Anchor Shops at South Beach
1555 Washington Ave. Suite 1-3
Miami Beach, FL 33139
Report 201516
PREPARED FOR
City of Miami Beach
Mark Milisits
Asset Manager
Tourism, Culture and Economic Development Department
Office of Real Estate
1755 Meridian Ave.
Miami Beach, FL 33139
PREPARED BY
BLAZF,JACK & COMPANY
l72W Flagler Street, Suite 340
Miami, Florida 33130
Phone: (305) 372-0211
Fax: (305) 374-1948
791
BLAZEJACK & COMPANY
REAL ESTATE COUNSELORS
March 27,2015
City of Miami Beach
MarkMilisits
Asset Manager
Tourism, Culture and Economic Development Department
Offrce of Real Estate
1755 Meridian Ave.
Miami Beach, FL 33139
Re: Appraisalof Real Property -201516
Market Rent Analysis
The Anchor Shops at South Beach
1555 Washington Ave. Suite 1-3
Miami Beach, FL 33139
Dear Mr. Milisits:
At your request, we have completed an analysis ofthe market rent ofthe above referenced property, to various
Assumptions and Limiting Conditions set forth in the accompanying report. The physical inspection and analysis
that form the basis ofthe report has been conducted by the undersigned.
Our analyses have been prepared in compliance with the standards and regulations of the Uniform Standards
of Professional Practice (USPAP). The accompanying report includes pertinent data secured in our investigation,
exhibits and the details ofthe processes used to anive at our conclusion ofvalue.
As a result of the examination and study made, it is my opinion that the Market Rent of the retail properfy,
subject to economic conditions prevailing, as of March 27,2075, the date of the analysis is.
Retail Space : $59.00 per square foot Rentable on a net basis.
Total Operating Expenses: $15.58/SF Rentable
Respectfully submitted,
BLAZEJACK & COMPANY
Digitally tEEd byhhn thzeja.k
J o h n B ! azej ac k $,i5lll**ilt:
\ ,--',--1 - (.'{J\*4-\/-
1,,
John Blazejack, MAI, CRE, FRICS
Partner
Cert Gen RZ-0093
Jose Wong
Senior Consultant
Cert Gen RZ-2797
172 W FLAGLER STREET, SUITE 340, MlAMl, FLORIDA 33130 .PHONE (305) 372-0211 oFAX (305) 374-1948
792
1555 Washington Ave
REPORT 201516
N
4
-#*
;,i;
t:
Ir
lq
SUMMARY OF FACTS AND CONCLUSIONS
The Anchor Shops at South Beach
Retail
1555 Washington Ave. Suite 1-3 Miami Beach
FL 33139
02-3234-919-1090
Source: Miami Dade Public Records
City of Miami Beach
City of Miami Beach
Market Rent
March27,2015
March23,2015
March27,2015
Approximately 6,217 SF
tl
l1
l
!
t
l
m/anl80n5
Property Name:
Property Type:
Location:
Parcel Identification
Owner:
Client:
Interest Appraised:
Date of Appraisal:
Dates of Inspection:
Date of Report:
Property Size:
BLAZEJACK & COMPANY
REAL ESTATE COLTNSELORS
793
1555 Washington Ave
REPORT 201516
Highest and Best Use:
As Vacant: Mixed-Use Building Development
As Improved: Continued use as Mixed-Use Building
Value Indication, as of March 27,2015:.
Retail Market Rent: $59/ Square Foot Rentable on a net basis.
Total Operating Expenses: $15.58/Square Foot Rentable on a net basis.
BLAZEJACK & COMPANY
REAL ESTATE COUNSELORS
794
1555 Washington Ave
REPORT 201516
TABLE OF CONTENTS
CERTIFICATE OF VALUE........................ I
MARI(ET RENT ANALYSIS.
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Subject Photographs
Comparable Rent Photographs
Engagement Letter
Qualifications of the Appraisers
BLAZEJACK & COMPANY
REAL ESTATE COUNSELORS
795
1555 Washington Ave
REPORT 201516
CERTIFICATE OF VALUE
I certify that, to the best of my knowledge and belief,
o the statements of fact contained in this report are true and correct.
o the reported analyses, opinions, and conclusions are limited only by the reported assumptions and
limiting conditions, and are my personal, unbiased professional analyses, opinions, and conclusions.
o We have no present or prospective interest in the property that is the subject of this report, and no
personal interest with respect to the parties involved.
o We have performed no services regarding the property that is the subject of this report within the three-
year period immediately preceding acceptance of this assignment.
. We have no bias with respect to the property that is the subject of this report or to the parties involved
with this assignment.
o Our engagement in this assignment was not contingent upon developing or reporting predetermined
results.
. our compensation for completing this assignment is not contingent upon the development or reporting of
a predetermined value or direction in value that favors the cause ofthe client, the amount ofthe value
opinion, the attainment of a stipulated result, or the occurrence of subsequent event directly related to the
intended use ofthis appraisal.
o Our analyses, opinions, and conclusions were developed, and this reporthas been prepared, in conformity
with the Uniform Standards of Professional Appraisal Practice.
o Jose Wong have made a personal inspection of the property that is the subject of this report.
o No one provided significant real property appraisal assistance to the persons signing this certification.
o The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in
conformity with the Code of Professional Ethics and Standards of Professional Appraisal Practice of the
Appraisal Institute.
o The use of this report is subject to the requirements of the Appraisal Institute relating to review by its
duly authorized representative.
o As the date of this report John Blazejack has completed the continuing education program of the
Appraisal Institute. Jose Wong has completed the requirements of the education program established by
the State of Florida.
BLAZEJACK & COMPANY
John Slil:1!,:fl$i,",'""#":il;:"-
Qlazgjlck
email=Jgk@Btaze.iack.com, c=us
D:It: rrs.o3.2z r s:s7:41 -M'oo'
'\€
i\'-J
John Blazejack, MAI, CRE, FRICS
Partner
Cert Gen RZ-0093
Jose Wong
Senior Consultant
Cert Gen RZ-2797
BLAZEJACK & COMPANY
CERTIFICATE
796
1555 Washington Ave
REPORT 201516
ASSUMPTIONS AI\D LIMITING CONDITIONS
The appraisal is subject to the following assumptions and limiting conditions:
No survey ofthe subject property was undertaken.
The subject property is free and clear of all liens except as herein described. No responsibility is
assumed by the appraisers for matters, which are of a legal nature, nor is any opinion on the title
rendered herewith. Good and marketable title is assumed.
The information contained herein has been gathered from sources deemed to be reliable. No
responsibility can be taken by the appraisers for its accuracy. Correctness of estimates, opinions,
dimensions, sketches and other exhibits which have been fumished and have been used in this report
are not guaranteed. The value estimate rendered herein is considered reliable and valid only as ofthe
date of the appraisal, due to rapid changes in the external factors that can significantly affect the
property value.
This study is to be used in whole and not in part. No part of it shall be used in conjunction with any
other appraisal. Publication of this report or any portion thereof without the written consent of the
appraiser is not permitted.
The appraisers herein, by reason of this report, are not required to give testimony in court with
reference to the property appraised unless notice and proper arrangements have been previously made
therefore.
The value estimate assumes responsible ownership and competent management. The appraiser
assumes no responsibility for any hidden or in apparent conditions of the property, subsoil, or
structures, which would render it more or less valuable. No responsibility is assumed for engineering,
which might be required to discover such factors.
Neither all nor any part of the contents of this report shall be conveyed to the public through
advertising, public relations, news, sales or other media without the written consent and approval of
the authors, particularly as to valuation conclusions, the identity of the appraisers or firm with which
they are connected, or any reference to the Appraisal Institute.
Any exhibits in the report are intended to assist the reader in visualizing the property and its
surroundings. The drawings are not intended as surveys and no responsibility is assumed for their
cartographic accuracy. Any drawings are not intended to be exact in size, scale, or detail. Areas and
dimensions of the property may or may not have been physically measured. If fumished by the
principal or from plot plans or surveys furnished by the principal, or from public records, we assume
them to be reasonably accurate. No responsibility is assumed for discrepancies, which may become
evident from a licensed survey ofthe property.
The Americans with Disabilities Act (ADA) became effective January 26,1992 sets strict and specific
standards for handicapped access to and within most commercial and industrial buildings.
Determination of compliance with these standards is beyond appraisal expertise and, therefore, has
not been attempted by the appraisers. For purposes ofthis appraisal, we are assuming the building is
in compliance; however, we recommend an architectural inspection of the building to determine
compliance or requirements for compliance.
BLAZEJACK & COMPANY
ASSUMPTIONS AND LIMITING CONDITIONS
797
1555 Washington Ave
REPORT 201 516
MARKET RENT ANALYSIS
BLAZEJACK & COMPANY
MARKET RENTANALYSIS
798
1555 Washington Ave
REPORT 201516
IDENTIFICATION OF THE PROPERTY
The property under analysis in this report, a retail space, is located at 1555 Washington
Ave. Suite 1-3 Miami Beach, FL 33139, atthe SEC of Washington Avenue and 16ft Street. The
building comprises a total of 261,000 SF on a 1.513 acre lot according to Public Records of
Miami Dade. The building contains four-story garage and retail spaces on the first floor. The
subject property under analysis is about 6,217 SF retail space in two levels. This part is a
preexisted art deco building that was incorporated into the new building in 1998 when the new
retail and parking was built. The first level comprises 5,917 sf of space, the second level 300 sf.
The subject includes three small buildings that are connected. The building that is in the comer
has two levels. The other two spaces were used as a 213-seat restaurant. The space has high
ceiling. The restaurant has walking refrigerator, washing areas, storage, restrooms, bar furniture
with an old ddcor style. The property can be subdivided for lease.
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BLAZEJACK & COMPANY
MARKET RENTANALYSIS
799
1555 Washington Ave
REPORT 201516
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PURPOSE DATE AND FUNCTION OF THE REPORT
The purpose of this report is to estimate the market rent for the retail space. The date of
the analysis was March 27,2015. It is understood that the function of this report is for internal
asset management for lease negotiations.
BLAZEJACK & COMPANY
MARKET RENT ANALYSIS
800
1555 Washington Ave
REPORT 201516
SCOPE OF THE ASSIGNMENT
This is a summary analysis presented in a narrative report. The scope of this analysis
was to inspect the property, consider market characteristics and trends, collect and analyze
pertinent data, develop a conclusion and estimate the property's market rent. During the course
of this assignment, we developed and analyzed current retail space rents located in the Miami
Beach area.
The extent of verification consisted of assembling and analyzingraw data gathered from
a variety of sources including public records data services, news periodicals, broker or
knowledgeable third parties when available, and in-houses files.
PROPERTY HISTORY
The property is held in the name of City of Miami Beach according to the Public
Records of Miami Dade County. We are not aware of any transfer of the property or purchase
listing or offering within the past five years.
LEGAL DESCRIPTION
Lolt 8. I, 10. tr, 12 std 13. Eod( 57, Fbhs's Frst Subdi,uiirrn otAlton B.ecrr. according to thg Plit thcod. agrconhd h Hn Bd( 2 , Pqc n of ftc Prilb Rscords d Dad! Cornty. Flo.xla. bge0rer $tr aI of 't6g1 Sgeet(Ar,tnt! ?). lc.r rrd rmpf lhs follortlg drrclibd parc.l:
BEGIi{t{lt{G .l thc SouiE3l sner of Blodr tl of sa&, Firhe/c Fird Subdiybbn otAtton Bcrh pb[ urcncciloltr 88'O sif EGt abng fie Sornh hc ot lsU Blodl 51. a disteru o1443.08 f..t b thc Sadhcad comcr ol
38id Bloct t{; harca Soufl 07l :}5. (l{'U[c. s ftEEG of 96.26 lb€t, b 8 poht d at+ rth a bngcnt curr!
oonamt b lflc Sqltrrrt hcnc. .lqrg O! e of s.*l qrre b lhc Llt, hevip r rsdus or 25.00 bat and a6ntd a,Ed d 9(r 0(, 0O, an arc dbbmc of 30.27 lbo( b a pdnt d taqmcy; lhere t{orD 8f 2a' S2t'l/tfri. e
dbtancc d 21.75 H lhcrrp Sdfii EE' ffi S:l. wbst $rB a lrnc E.0o tcct North of ard parard ffir. cilt emd d dgrtt englct io fre ibrlh [nc of 5lot*.57 ol:ei! pbt. a dbtancc of 3&1.18 hct b e pr*rt qr ther..lnxtl Rohr*urry lhc ol trfi$ingbn Avlnrrc; rtere Norlh 01' 59 tl' lr&d dong aairt Earlarty
Rbht+Vlby InG. e dbbncs of @.0O lbot b thc Sordfnrcgt corncr of sail Enock 5.1 s.rd hs Poht ol bcghntrq.
8*l m Uhg and bcitg h trtc CiU ot tlbri Bcadt rld oot lnite 65.910 equm bct (1.513f Acrcr) nrqc orl-r.
DBFINITIONS OF VALUE AND INTEREST APPRAISEI)
According to the Code of Federal Regulations, Title XI of the Financial lnstitutions
Reform, Recovery and Enforcement Act of 1989 ("FIRREA"), and according to the l2s Edition
of The Appraisal of Real Estate, market value is defined as follows:
BLAZEJACK & COMPANY
MARKET RENT ANALYSIS
801
1555 Washington Ave
REPORT 201516
Market Value
The most probable price, which a property should bring in competitive and open market under
all conditions requisite to a fair sale, the buyer and seller each acting prudently and
knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this
definition is the consummation of a sale as of a specified date and the passing of title from seller
to buyer under conditions whereby:
I Buyer and seller are typically motivated.
2 Both parties are well informed or well advised, and acting in what they consider their own best
interests;
3 A reasonable time is allowed for exposure on the open market.
4 Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements
comparable thereto; and
5 The price represents a normal consideration for the property sold unaffected by special or
creative financing or sales concessions granted by anyone associated with the sale.
Fee Simple Interest
Absolute ownership unencumbered by any other interest or estate, subject only to the limitations
imposed governmental powers of taxation, eminent domain, police power, and escheat.
Leased Fee Interest
An ownership interest held by a landlord with the right to use and occupancy conveyed by a
lease to others; usually consists of the right to receive rent and the right to possession at
termination of the lease.
Market Rent
The rental income that a property would most probably command on the open market; indicated
by cunent rents paid and asked for comparable space as ofthe date ofthe appraisal.
Source: Appraisal Institute, The Appraisal of Real Estate. 13s Edition, (Chicago, 2008)
BLAZEJACK & COMPANY
MARKET RENTANALYSIS
802
1555 Washington Ave
REPORT 201516
MARKET RENT ANALYSIS
Retail Market
We are estimating the market rent of the subject property, therefore a rent survey of the
Miami Beach area was conducted. The basis for classification was location, design, and quality
of construction, quality of interior finishes, age, and condition.
The rent comparable selected give an indication of the level of rent that could be
commanded by the subject if offered in the open market. The restaurant rent suryey, a location
map, and a table of adjustments can be found following.
All the restaurant rates in our survey are asking rates. Leasing agents interviewed in
gathering rental data indicated that no concessions are provided although some terms are
negotiable depending on the size of space and length of the lease. In most cases, the rates
actually achieved in leases are near the asking rates.
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BLAZEJACK & COMPANY
MARKET RENT ANALYSIS
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804
1555 Washington Ave
REPORT 201516
Retail Map Comparable
Base on comparison with the market data we concluded that the market rent for the
subject retail space (6,217 SF) to be $59 per square foot rentable net per year for vacant space.
We have considered that the market rent includes a 5-year term rental lease.
The total rent for the subject retail space is $366,803 (6,217 SF x$59/SF).
As information secondary data have presented a table below with contract restaurant
rents, and also a table with retail asking rents in the subject area.
BLAZEJACK & COMPANY
MARKET RENT ANALYSIS
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807
1555 Washington Ave
REPORT 201516
Operating Expenses
The annual operating expenses of the subject property were projected in this analysis
based on similar properties.
DQENSES: PeT SF
FD(H)D(PB{SES
Property Ta:es $Z9m $4.02
Insurance $830 S1.15
TOTALFD(EDEXPENSES: $3,730 $5.17
VARIABI-ED(PE{SES
Administrative & Crneral $1,100 $1.53
Repairs/Maintenance $570 $0.79
Utilities $1,200 $1.66
Cleaning $227 $0.31
Others $4,300 $5.9(i
Reserves S108 $0.15
$7,505 $10.41
_TOIAL-UPELLSES $11235 $tl.58
Our estimated total stabilized Operating Expenses for the stabilized year is $15.58 per
square foot ofrentable area.
CONCLUSION
Market Retail Rent is based on a triple net lease basis, where the tenant pays all
expenses, including utilities, water, electricity, common areas, cleaning, taxes, and insurance.
The market rent for the subject located at 1555 Washington Avenue in Miami Beach as
of March 27,2015 is $59 per square foot of rentable area net. Operating expenses are $15.58/
per square foot ofrentable area.
BLAZEJACK & COMPANY
MARKET RENTANALYSIS
13
808
ADDENDA
809
Exhibit A
Subject Photographs
810
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812
813
814
815
Exhibit B
Comparable Rent Photographs
816
Restaurant L
L787 Purdy Ave.
Restaurant L
1-787 Purdy Ave.
817
Restaurant 2
445 Espafiola Way
Restaurant 3
1-542 Washington Ave
818
Retail4
1234 Washington Ave.
Retail 4
1234 Washington Ave.
819
Retail 4
1234 Washington Ave.
820
Exhibit C
Engagement Letter
821
Mark
March
BLAZEJACK & COMPANY
REAL ESTATE COLTNSELORS
t9,20t5
MaftMilisits
Asset Managcr
Tourism, Culturc and Economic Dcvelopmcnt Department
Office ofReal Esate
City ofMiami Beach
1755 Meridian Ave - Suite 300
Miami Beach, FL 33139
Office: 305{73-7193
Email: martmilisits@miamibeachfl .gov
REF: Market Rent for retail propcrty locared at
1555 lVrshington Avc. Suite l-3, Mirmi Beech, FL 33139
Dear lvlr. Milisits;
This letts will serve to confimr our proposal for a Market Rent analysis in the above referenced real property. We
will prepare a PDF opy of a market rent in a cornplete summary format sefting forth our findings and conclusions.
The purpose of the rtpott is for management dccision in dre negotiation of a new lease. Our analysis will consider
rhe physical aspects of the property and assess its competitive position in the nrarker. We will employ the traditional
valuaion techniques considered appropriate to this valuation problem. Our analyses and rcport will conform to the
Uniform Standards of Professional Appraisal Practice (USPAP), the Supplonortal Standards issued by the
Appraisal Institute. We request that the following items (more may be required later) be made available for our
revi€$:
l. Copy ofany existing lease;2- 'lhe name and y'rone number ofthe contact for inspection.
We anticipate completion of the assignment within 5 business days assuming prompt reccipt of thc requested
materials- The total fee will be s2,500 upn delivery of the report. Our fee for court testimony is based on $250 per
hour. This proposal is submited based on our curent schedule of commitments. It may be necessary to alter the
complctim dde unlcss thc assigrmcnt is authorized in the near future. You rnay authorize this assignment by
signing and returning a copy of this letter. We thank you for calling on us and we look forward to working witir
you-
Sincerely,
BLAZEJACK & COMPANT
\/\,
,. I / > - i ,rf/ \5{a<ri4o -.'
John A- Bl*.ejaclq MAI, CRE
Parmer
State Certafied Gcn. R.E. Appraiser No. RZ 093
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822
BLAZEJACK COMPANY
REAL ESTATE COUNSELORS
REAL ESTATE VALUATTON AND CONSULTING SERVICES:
Blazejack & Company has been involved in the valuation of income producing properties since 1987. The
staff has erctensive experience in the valuation of multi-tenant office buildings, apartment and industrial
complexes, community and regionat shopping centers, and hotels. Services provided include real estate
vatuation for mortgages and investments, real estate counseling, Iitigation advisory services, market,
feasibility, and highest and best use studies, and property tax appeals.
TERRITORY:
The primary arca is South Florida and the Caribbean; however, consulting and valuation have been performed
in other parts of the U.S.
LOCATION:
172 W . Flagler Street, suite 340
Miami, Florida 33130
Email : iohn@blazejack.com
TECHNICALSTAFF:
John A. Ble?ejack, MAI, CRE
thomas J. Blazeju,k" MAI, CCIM
Iay Mliner, lvlAl
CLIENTS HAVE INCLUDED:
Bank of America
Barn*t Bank
Chase ReaI Estate Finance Group
Citicorp Real Estat€
ERE Yarmoufir (Equitable)
First National Bank of Chicago
PR.OFESSIONAL MEMBER.SHIPS:
Appraisal Institute
American Society of Real Estate Counselors (CRE)
Memberof The Miami Board of Realtors
The CCIM Instiute (CCIM)
Tel. (305) 372-0211
Fax: (305) 374-1948
Jose Wong, Consultant
Joseph G. Blazejack, Consultant
Elizabeth Padalino, Consultant
First Union
J.P. Morgan
Principal Financial Group
Prudential Insurance
Teachers Insurance & Annuity
The Balcor Company
OBJECTIVE:
Our goal is to serve our clients by providing an analysis of the commercial real estate market, not only with
current datr, but also through experience andjudgment to draw rneaningful conclusions fiom the data-
BLAZBJACK & COMPAI\Y
REAL ESTATE COUNSELORS
823
QUALIFICATIONS
JOIIN A. BLAZHACK MAI, CRD, FRICS
Partner
Blezejack & Company
Acedemic
Florida State University, B-A.
Florida International Univenity - M.S.M. Real Estare
Most Recent Cources
1992 - L*vel II Coune 520 - Highest and Best Use and Market Analysis
20fi) - level II Course 530 - Advanced Sales Comparison and Cost Approaches
200E - Member of review team for revised course on Market Analysis & Highest & Best Use
2fi)E - Member of the review team for new @urse on Advanced Market Analysis & I{BU
2010 - Valuation for Financial Reporting
2012 - Member of review team for Marketability Studies and Advanced Marketability Studies seminars
Experience
Mr. Blazejack, President of Blazejack & Company, has been active as a real estate counselor since
1970. His experience includes residential and income property appraisals, market and feasibility
studies, and acquisition and disposition reports. The work has been for a wide range of property
types including offtcq industrial, commercial and special use properties, hotels and recreational
facilities. These assignments have been conducted in over twenty states and extensively throughout
Florida
Mr. Blazejack is a qualified expert witness who has testified in Federal district and lower courts. He
is an approved instructor of both the Appraisal Institute (AI) and the American Bankers Association.
Mr. Blaajack is a past president of the Greater Miami Chapter of the Society of Real Estate
Appraisers and was the 1992 President of the South Florida Chapter of the AI.
Deignations end Licenses
MAI Member, Appraisal Institute, Certificate Number 6089, currently certified.
CRE Member, American Society of Real Estate Counselors, Certificate Number I131.
FRICS Fellow of the Royal Institute of Chartered Surveyors Number l25}l75
Registered Florida Real Estate Broker
State{ertified General Real Estate Appraiser, License Number R293.
Affiliations
Mr. Blazejack is the past President of the Real Estate Counseling Group of America (RECGA).
Published Articlcs
The Appraisal Journal, Spring, 201I
Price versus Fundamentals - From Bubbles to distressed Markets
By Stephen F. Fanning, MAI John A. Blazejaclq MAI and Ceorge R. Mann, MAI
Real Estate Issues, Volume 34, Number 1,2009
When Will the Miami Condominium Market Recover?
By Richard Langhome, CRE, FRICS and John A. Bla"ejach MAI, CRE, FRICS
BLAZEJACK & COMPANY
REAL ESTATE COUNSELORS
824
Exhibit D
Qualifications of the Appraiser
825
QUALIFICATIONS
JOHN A. BLAZEJACK, MAI, CRE, FRICS
Partner
Blazejack & Company
Academic
Florida State University, B.A.
Florida International University - M.S.M. Real Estate
Most Recent Courses
7992 -Level II Course 520 - Highest and Best Use and Market Analysis
2000 - Level II Course 530 - Advanced Sales Comparison and Cost Approaches
2008 - Member of review team for revised course on Market Analysis & Highest & Best Use
2008 - Member of the review team for new course on Advanced Market Analysis & HBU
2010 - Valuation for Financial Reporting
2012 - Member of review team for Marketability Studies and Advanced Marketability Studies seminars
Experience
Mr.Blazejack, President of Blazejack & Company, has been active as a real estate counselor since
1970. His experience includes residential and income properfy appraisals, market and feasibility
studies, and acquisition and disposition reports. The work has been for a wide range of property
types including office, industrial, commercial and special use properties, hotels and recreational
facilities. These assignments have been conducted in over twenty states and extensively throughout
Florida.
Mr. Blazejack is a qualified expert witness who has testified in Federal district and lower courts. He
is an approved instructor of both the Appraisal Institute (AI) and the American Bankers Association.
Mr. Blazejack is a past president of the Greater Miami Chapter of the Society of Real Estate
Appraisers and was the 1992 President of the South Florida Chapter of the AI.
Designations and Licenses
MAI Member, Appraisal Institute, Certificate Number 6089, currently certified.
CRE Member, American Society of Real Estate Counselors, Certificate Number I 131 .
FRICS Fellow of the Royal Institute of Chartered Surveyors Number 1250175
Registered Florida Real Estate Broker
State-Certified General Real Estate Appraiser, License Number P.293.
Affiliations
Mr. Blazejack is the past President of the Real Estate Counseling Group of America (RECGA).
Published Articles
The Appraisal Joumal, Spring, 201 1
Price versus Fundamentals - From Bubbles to distressed Markets
By Stephen F. Fanning, MAI John A. Blazejack, MAI and George R. Mann, MAI
Real Estate Issues, Volume 34, Number 1,2009
When Will the Miami Condominium Market Recover?
By Richard Langhome, CRE, FRICS and John A. Blazejack, MAI, CRE, FRICS
826
QUALIFICATIONS
JOSE WONG
Blazejack & Co.
e-mail: jose@blazejack.com
Academic
. Appraisal Institute
Course 110: Appraisal Principles
Course 120: Appraisal Procedures
Course ACE 2150: Attacking and Defending an Appraisal.
Course 310: Basic Income Capitalization
Course 320: General Applications.
Course 410: Standards of Professional Practice. Part A (USPAP)
Course 420: Business Practice and Ethics.
Course 510: Advance Income Capitalization
Course 520: Highest & Best Use
Course 530: Advance Sales Comparison & Cost Approaches.
Course 540: Report Writing.
Course 550: Advanced Applications.
Course 610: Altemative Uses &, Cost Valuation of Small Mixed-Use
Properties.
Course 620: Sales Comparison Valuation of Small Mixed-Use Properties.
Seminar: Argus Training.
Seminar: Effective Appraisal Writing.
Seminar: A Comprehensive Guide to Valuing Improved Subdivisions.
Seminar: DEMO General Demonstration Appraisal Report Writing
. Various appraisal seminars.
o He's pursuing the Appraisal Institute MAI designation. He's taken all the courses
required for the MAI designation.
o Ricardo Palma University (Lima, Peru). Bachelor of Science in Civil Engineering.
827
Experience as Appraiser
Commercial Appraiser at Blazejack & Co. September 2007 - present. He's worked 12 years in
this company. Commercial appraisals on many properfy types in Florida and USA. His
professional experience includes Highest and best use analysis, commercial appraisals on
numerous property types such as warehouses, apartment complexes, condominium buildings,
office buildings, shopping centers, retail, special purpose properties, and vacant lands.
Commercial Review Appraiser at Bayview Lending Group LLC, May 2007 - August 2007.
Review Appraisals on different property types in Florida.
He worked as head of the Commercial Appraisal Review Department at Greenpoint Mortgage.
He covered the South West, Central and Northeast area of Florida. April 2006 - February 2007.
His professional experience in the state of Florida and the Caribbean include highest and best use
analysis, commercial appraisals on numerous property types such as warehouses, apartment
complexes, condominium buildings, office buildings, shopping centers, retail, restaurants, special
purpose properties, and vacant lands. He worked as a commercial appraiser at Blazejack &
Company March 1999 - Ap. 2006.
Between 1987 and 1998 (11 years), prior to conducting work in Florida, he conducted
commercial and residential appraisals on houses, retail outlets, hotels, apartments, condominiums,
offices, warehouses, factories, and hospital in Peru.
Mr. Wong has experience using a variety of software programs like Microsoft Word, Excel,
database IRIS, Data Comp 3.5, Street Atlas USA 6.0 (mapping), Marshall & Swift (Cost
program), Argus (Cash Flow Analysis), Co Star, and MLS.
Experience as Civil Engineer
He has worked both in the private and public sector as a Civil Engineer for approximately 14
years. He worked as Supervisor Engineer and Superintendent Engineer in different civil
engineering jobs in Peru. Responsibilities included subdivisions, installation of water, sewer,
lighting, roads, and massive construction of houses, apartment buildings, condominium buildings,
retails, warehouses, and factories. He constructed and managed the financial arrangements for the
construction of condominium buildings in Peru. He made studies of costs and budgeting for the
construction of these jobs.
Designations and Licenses
Real State Certified General Appraiser, License Number R22797
General Associate Member, Appraisal Institute
Member, Engineer Association of Peru.
828
Exhibit B
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CON FI DENTIALITY STATEMENT AND U N DERSTAN D!NG
All finonciol ond other informotion ("lnformotion") thot currently is, ond will be subsequently
submitted os requested, is confidentiol ond presented to the Miomi Beoch Tourism, Culiure,
& Economic Development Deportment ond will not be disclosed to ony other individuol or
entity without our prior writien consent.
Business PIon
Summory
CVI.CHE .l05 / YUCA FUSION will be on exciting, iconic, ond upscole offering in South Beoch
presented by some of todoy's South Florido's most innovotive young ond suscessful
restouront entrepreneurs; Juon Chipoco, Luis Hoyos, ond Jonet Suorez, creotors ond owners
of CVI.CHE .l05, Pollos y Jorros, ond YUCA. The CVI.CHE 105 / YUCA FUSION will be owned by
o Florido Limited Liobility Compony.
Juon Chipoco & Luis Hoyos storted the concept of CVI.CHE ,l05, o Peruvion restouront,
opening on September of 2008. CVI.CHE 105 hos become one of the best Peruvion
restouronts of South Florido.
YUCA, on ocronym for Young Urbon Cubon-Americons, is widely known os being South
Florido's originol upscole Cubon restouront feoturing lnnovotive Nuevo Lotino Cuisine or os
the locols coll it "Nuevo Lotino." This style of cooking includes troditionol Lotin ingredients such
os o plethoro of textures, colors, ond flovors thot when combined creotes o cuisine thot is
unique to onything offered outside of the Coribbeon ond Lotin Americo.
Objectives
Best of friends, some of the best innovotive young South Florido restouront entrepreneurs
wont to come together ond offer o unique iconic dining experience.
832
Accolodes / Keys to Success
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YUCA
Best Cuban Food in Miami
Posted by: : lssey SwannPosted on: January 26,2015
YUCA Best Cuban Food in Miami
YUCA, an acronym for Young Urban Cuban-Americans, is widely known as being South Florida's original upscale Cuban restaurant
featuring lnnovative Nuevo Latino Cuisine or as the locals call it "Nuevo Latino."
YUCA has become one of my favorite late spots on Lincoln Rd, great service and great location make YUCA standout, and the food is
incredible, during my last visit I tried the Salmon Mango for the 1st time a spectacular combination of Ocean fresh Salmon and tropical
Passion fruit and Mango, the touch of Caviar lifted the whole dish to a new level. Sweet, salty, sumptuous!
The Guacamole - 100% best Guacamole ever
Frita Sliders - Quality Beef and a good inclusion in your order, YUCA is light and fresh so the sliders helped satisfy the hunger.
The Mojito - A little different with a new twist on the Mint, this is Miami's must have Mojito.
This style of cooking includes traditional Latin ingredients such as a plethora of textures, colors, and flavors that when combined
creates a cuisine that is unique to anything offered outside of the Caribbean and Latin America.
Yuca opened for business in 1989 and is now located on Lincoln Road in the heart of South Beach. We attract a wide variety of diners,
including many Europeans and other visitors to South Beach along with residents looking for a gastronomic adventure.
Yuca's continuous efforts had grown throughout the years, which is reflected not only in our popularity and great reputation but also in
our future plans to expand our culinary delights within the U.S. and abroad.
840
The Dinner Menu
Y LJ *S,
j:rtt :;)a,tr .-r1r;:t!*,t-
GUACAMOLE HABANERO "lldxrau pep;xr, lra(tairr ry'ar i-luius.
ajilmiilis@-
PIOUIIJ.OS DE PEPIN
Ros-* fuanish p.quil u lrppers, c- crizc,
Fotin mlshffic, cr.,amy ch.a s.h@
9&,
DOI{A GLORIAS FRUOI..ES NEGROS
Grhen Hrl be,an *up. chcpFl rallions
GAZPACI.IO ANDALUZ
Chi led tcn,eto arxJ'lqgBlable s-p
GUAVA BURRAIA CAPRESE
&rfala b{iEta, ekrcBlo srce, gueva
FRITA SLIDERS
t ini Cu@n harbulgs mde r\ith angm beei
ari clort&, E F€fps mrotrlais€
WARM GOAT CHEESE SATAD
Grlled gGt ch4e, hby spiac", sute
surybsri"s, punp<in
OXIAIL FETTUCINI BOLOGNESA
FerrloE ni, e(ail Bo og'1*
YUCA RFI I FiI/A
S:am lrua I ohdy lried, w ld mushrmm
piczdllr.
SAOUITOS D,E HONGO
lluhrm stuff* 'Pas, Furss", Ir6h
+irErh riccota s(a" g@t ch€e
PI.ANTAIN COATED MAHI.MAHI
Platah cEt4d reti--ah , s n"et dedtain
f Jfu, be( ol,€ t6rtar iue.
RABO ENCENDIDO
Tfldar dod brai*d ed"il, f sy r4a il.r
*w , tc6t ga' r4c,at c-e* -denge m*r.
SALMON BALSEffTO T
FrE- sdmm fi a{. o-fari( v4g€taae q-itr
tr6gj atd TlEb Xtarn r,tstzd sJE.
HUMMUS DOMINO'
i,uarrus dip, uubarr sMe black tens with
plaintain mriquitas & cndites
YUCA GARDEN GREEN5
Mixed qreens, Caribbean gEva vinaigrette
'ryhite farrfr's chee. yu(6 crcutms
WATERMETON SATAD
Arugula, waterrelon, qticrl, feta clres,
toroto arrJ psinn iu t dffirng
TUNA TATAKE *
Slied sared tuna, fresh ronoo, avmdo,
Tiix€d greE and topical virraigrette
GRILI.ED SCALLOPS
Truffle andl gct cle* re+d pobto€
HAMACHI TIRADITO
Slied harochr wrth yuzu c,trorette, sr€at
p€ppe6, sha lots, and ialepios
1
POLLO CRIOLLO
Ha[ chiEken, rcio *uce, {u{u, butteed
B@trolinr
PULPO A LA GALLEGA
saute qtopus. galician ajad3 aDd pqtatoes
DEUCIAS DE ESPAfiIA
Serenc Ham, ManLhegc Che€, c$crito
oaotomc3
TUNA CHINO. I.ATINO
Asian marinacXe, sgme sed crusted, eared
Bre" so?/ peas, arroE. green onions, ffirre
vina igrett€.
ROPA VIEJA ANGUS
TBdrtioml rcpa yEja slow braigd angus b€ef,
ret Planinln Jufu, crisp, red oni@s
B
2
TAPAS (AUE AE.IA
GOATCHEESE CSOOUETAS
Caar, alied oripr 6 . cvra 3 4e
EMPAAIADAS
Crisg, snpaf,adas, M erdct,f}at ,f"lryro
chin*iur dppryg*:e-
BACONYVNAPPED DATES
Gend Hf..horlD, mfic$Eoo ch@, :ji
ildilbs@"
CUBAN CAIAMARI
FriacGbrerl,sff-chlff .
ft.Aroswwcdos
CIOOUETAS D,E tAABUELA
Serrm, t.u,,lr-le. bSciJr€l
SUGAR CANE SHRIMP
Sugar * s*effied sred Gtnmp, gua%"
ciili Elare. trtrlanqe m*,
SAI."I'ON MA'{GO TARTARE .
Salm. m.go, mad'a, qwr, p6am frut
v naEfelie
+tAg!f,^l^ HIWS
ENCHI1ADO DE CAilAROHES -
9rrirp, dri.e wie ard lmto swe
YUCA'S CRAB CAKE
Jumbo urp mb. effi. trcr€. rired
ge.s *lad
CEVICHE PUTERIA'
Fedr grtupe'; shriup alawi, and r':opu,
in a Tri<itrls mErinade 91cd'ri:. tcstcr
18
NU'VO (*4rc^JO
GT,,AVA BBCI BACK R!85
-angy gure tbq ae,yrca ftia.
CI,,BAN CORVI'TA
Lqhly fiied wthe l7a. xxzdo<w,ut
ne, 'ftc!
+srafo 1r{AP
PACO'S CUBAN PAEI.I.A
Sqlood @lia, elkJF, sfirnrps, dar6.
alarzi dwfirc.aliof
PORK SHAilK CNlol.IO
Crm frila styl+., cio sw. act cq?{tl
trspyolrc-
841
The YUCA kitchen is headed by Executive Chef Francisco Javier Rodriguez who has been with the team since the beginning of 2011.
He started his training at Meson Casa Lavardero in Seville, Spain in 1992 and continued his apprenticeship at Casa Modesto in Seville
before moving north to Marbella to take over the position of sous chef at renowned Casino Marbella. After two years in Marbella,
Francisco decided to cross the Atlantic to South America where he traveled extensively and developed his love for South American and
Caribbean cuisine. He later came to North America where he dug his roots in Miami and continued to improve his skills in well known
restaurants such as Tapas y Tintos, Suva and Zuma along with positioning himself as Chef de Cuisine at Acuamare. Since joining
YUCA a year later, Francisco has set the bar with his passion, creativity and love for Cuban cuisine and continues to bring out amazing
dishes that keeps people coming back for more.
Chef Josefa Balbin serves Yuca as our exclusive pastry chef. Chef Josefa has been with Yuca since our inception and is the person
most responsible for inventing most of the dishes on our menu. Chef Josefa trained former master chef Douglas Rodriguez, (creator of
Nuevo Latino Cuisine) whose cookbook Nuevo Latino owes heavily to Balbin's instruction.
YUCA TO BE NAMED OFFICIAL CUBAN CORNER OF MIAMI BEACH
BY LAINE DOSS TUESDAY, MAY 28, 2013
Yuca: The Official Cuban comer of Miami Beach.
Yuca yia Facebook
Yuca, one of the longest-running Lincoln Road restaurants, has seen a lot of changes to the pedestrian mall that it
calls home.
The restaurant, an acronym for "Young Urban Cuban American" opened in 1989 in Coral Gables, where a young
chef named Douglas Rodriguez earned two Beard nominations, before moving to Miami Beach in 1995.
The restaurant also serves as hangout for many Latin music stars who try out new material at the upstairs lounge
and club, most famously Albita Rodriguez. Still one of the most stylish restaurants on Lincoln Road, Yuca
continues to attract crowds, and is a magnet for politicians, celebrities, and locals who want to power-dine on
nuevo Latino cuisine.
To celebrate the restaurant, the City of Miami Beach is designating Yuca as the "Official Cuban Comer of Miami
Beach" on Friday, May 31.
To celebrate the restaurant, the City of Miami Beach is designating Yuca as the "Official Cuban Comer of Miami
Beach" on Friday, May 31.
Starting at7:30 p.m., the public is invited to celebrate with free mojitos and appetizers. The restaurant will also
host free Salsa classes, courtesy ofSalsa Fever. In addition, several celebrities are expected to attend (although
only Willy Chirino's name has been released).
At around 10:30 p.m., Miami Beach Commissioner and Vice Mayor Michael Gongorra will present a
Proclamation to Yuca, officially declaring it Miami Beach's "Cuban Corner". Willy Chirino will also receive the
Key to the City.
842
Yuca: una esquina latina en Lincoln Road
Dos d6cadas y media de prestigiosa trayectoria respaldan el presente de este emblemitico restaurant-club ubicado en
una de las m6s famosas calles de Miami Beach, Lincoln Road.
-J''
V
-
"Ailel grupo Palo! suena, Melanie Thomas y Vincent se dejan llevar por el ritmo. ALEX MATEO DE ACOSTA Especial/el Nuevo Herald
Eliana Silva
Especial/el Nuevo Herald
Dos d6cadas y media de prestigiosa trayectoria respaldan el presente de este emblem6tico restaurant-club ubicado en
una de las m6s famosas calles de Miami Beach, Lincoln Road.
Yuca ya es sinonimo de salsa. Todos los viernes a las 8.30 p.m. comienza con clases de este ritmo, seguidas de una
fiesta con comp6s de bachata y variados barles latinos.
El restaurante cuenta con dos salones amplios y elegantes decorados con detalles de aire cubano y otros del viejo
continente. En la parte superior, tiene un escenario donde los mUsicos pueden proyectar su arte haciendo uso de la
tarima diseffada para que de cualquier mesa se pueda ver el show. Alli mismo, los s6bados el grupo Palo!, nominado en
la categor[a de Mejor dlbum de mUsica tropical para los Latin Grammys 2014, expone su funk afrocubano, que consigue
que cualquiera se pare de la silla.
El sal6n tiene capacidad para 140 personas sentadas y 200 de pie. Estd equipado con un bar completo, baho privado,
cabina de DJ, proyecci6n e imagen con pantallas de video, iluminacion y sonido personalizado con unas vistas increibles
de Lincoln Road.
El comedor principal, en la planta baja, puede acoger 200 invitados. Otra opci6n es al aire llbre, en la misma Lincoln
Road con capacidad para 100 huespedes.
El open bar cuenta con una gran variedad de licores, vinos de diferentes paises y mojitos, desde el mis cldsico hasta el
mezclado con mango o coco. Tambi6n ofrecen diferentes cervezas locales e internacionales.
Janet Su6rez es la duefia y encargada de que todo funcione a la perfecci6n. El responsable de que hoy yuca sea uno de
los sitios m6s escogidos por los residentes y turistas de la Ciudad del Sol es Francisco Rodriguez, un simp6tico espafiol
nacido en Sevilla. Rodriguez reinventa la cocina tradicional con t6cnicas de fusion en las comidas, mezclando lo
tradicional con lo moderno. Siempre manteniendo un objetivo, que los comensales se sientan como en su casa, ha
conseguido que sus platos sean absolutamente caseros. En la cocina no se utilizan ni polvos, ni congelados, ni batidoras,
todo se logra con eltrabajo de excelentes chefs dispuetos a conquistar los paladares latinos y norteamericanos. La
presentaci6n de los platos causa asombro en los clientes, por el colorido, disefio y aroma.
843
El menU cuenta con mds de 35 opciones. Tapas, ensaladas, empanadas, ropa vieja y tambi6n un elaborado sea
bass con salsa de langosta, un churrasco marinado con chimichurri sobre una cama de pur6 de papas con salsa de ajo,
pico de gallo y jalapeffo son algunas especialidades de la casa.
A la hora del almuerzo tambi6n se puede ir a Yuca, con precios fijos de $24 y $29. Estos incluyen tres platos, refrescos,
te helado o caf6 americano.
Es un /unch competitivo porque es ligero, liviano, en el que la variedad es la clave. Platos con muy bajo contenido graso y
una calidad suprema.
El menU es una combinaci6n de comida cubana, americana, espaflola y argentina, todos quedan conformes por la gran
oferta.Sin duda, Yuca es uno de los mejores lugares para ir a bailar salsa, probar una variedad de mojitos y disfrutar de
los sabores ex6ticos de la cocina latina.
844
845
846
847
Finonciol Projeclions
CVI.CHE.I Os/Y UCA FUSI ON
Proformo Finonciol Proyeclions
Yeor I
$2,800.000
$r,200,000
Yeor 2
$3,400,000
$r,600.000
Yeor 3
$4,060,000
$r,740,000
Yeor 4
$4,550,000
$r,950,000
Yeor 5
$4,900,000
$2, r 00,000
s4,000,000 s5,000,000 $5,900,000 s6,s00,000 s7.000,(xro
Food lncome
Beveroge lncome
Tolol lncome
Cosl of Goods Sold
Gross Profil
sI.000.000 $r,250,000 sr,4s0,000 sr,62s,000 $1,750,000
s3,000,000 $3,7s0,000 s4,350,000 y,875,000 s5,250,000
Poyroll, including FICA, FUTA, elc
Administrolive Expenses
Professionol Fees
Uiilities
Credit Cord ond Finonciol
Morketing
Moinienonce, including Renl
lnsuronce
Olher
Totol Expenses
Nel lncome
$r,400,000
$40,000
$80,000
$80,000
$r 20,000
$320,000
$500,000
$80,000
$r00,000
$r,750,000
$44,000
$88.000
$88.000
$r 32,000
$400,000
$525,000
$88,000
$r0,000
$2,030,000
$48,000
$97,000
$r 00,000
$r 45,000
$464,000
$550.000
$e7,000
$r2r,000
$2,275,000
$52,000
$r 08,000
$l't0,000
$r 60,000
$520,000
$575,000
$ r08,000
$r s3,000
$2,450,000
$58,000
$r 20,000
$r 2r.000
$r 76,000
$560,000
$500.000
$120,000
$r45,000
$2,720,000 $3,225.000 $3,552,000 $4,04r,000 $4,35r,000
s280,000 s525,000 s6e8,000 s834.000 s899.000
7.07"10.s%12.0%12.8%12.8%
848
Exhibit D
849
I--..-.
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- -__-.*-*mi:pli*.I .1,1, t. /* i, . llil ,r,li t.iI,' ,. ;) ...' .'.-.:
City of [iomi Beoch, l7O0 Convenlion Cenler Drive, Miomi Beoch, FL 33139, www.miornibeochfl.gov
TOURISM. CULTURE AND ECONOMIC DEVELOPMENT DEPARTMENT
Offrce of Real Estale
Td: 305673-7193 / Fax: 78&394.4539
Apdl 28.2015
Mr. Noah Fox
Koniver Stern Group
1665 Wmhington Avenue, PH
Miami Beach, Fbrida 33139
Sent Via E-rnail: noahramiox@vahoo.com
Re: Revised Letier of lntent
1555 Washington Avenue, Suites 1-3
tiiami Beach, Florida 33139
Dear Mr. Fox:
Pursuant to our conversation yesteday, the City of Miami Beach is pleased to extend
the following revised terms and conditions for the base of the above referenced location:
Landlord:
Tenant
Premises:
Size:
Term:
Reneual Options:
City of Miami Beach (the'City")
A new joint venture with the principles consisting of Janet Suarez,
Luis Hoyos and Juan Chipoco. Tenant shall provide a wriften
busiress plan priorto May 11,2015. Additionally, Landlord shall
be permitted to review a summary of Tenant's financial statenents
prior to May 15, 2015. Said financial statements shall include the
funding of the new joint venture, a pro-forma for the new joint
venture, and profiUloss statements for the existing restaurant
entities of he principles.
1555 Washington Avenue, Suites 1-3
Miami Beach, Florida 33139
Approximately 7,1fi rentable square feet, under air condition, as
contained on the attached floor plan.
Nire (9) years three hundred and sixty four (364) days
Two (2) renewal options for five (5) years each, subject to all
requited approvals by the City of Miami Beach in its regulatory
capacity. The Base Rental Rate and annual increases shall be
adjusted to the then current fair market rate for each renewal
period.
ils
850
Revised Letter of lntent
1555 Washington Avenue, Suites '1-3
April28,2015
Page2ot 4
Landlord's Work: Landlord shall perform waterproofing and painting of the exterior
of the building at which the Premises are located. Furthermoie,
Landlord shall replace the exterior windows located at the historic,
north sec'tion of the Premises.
Rent
Commencement:The Rent Commencement Date shall be upon completion of
construction or two hundred and ten (210) days following lease
execution, whichever occurs sooner. ln addition, the rent
abatement pedod will not begin until the Landlord has completed
the window replacement referenced above.
$60.00 per rentable square foot, plus applicable sales tax. The
Base Rental Rate shall be increased by three percent (3olo)
annually.
The lease shall be on a Triple Net basis. Tenant shall pay its
proportionate share of Operating Expenses for the building (i.e.
real estate taxes, insurance and maintenance expenses). The
Operating Expenses are estimated at $3.00 PSF for 2015.
Tenant shall provide an inevocable Letter of Credit, from a bank
acceptable to the Landlord, equal to the first six month's gross
rent, in the amount of $224,595.00, upon lease execution.. After
the first year of rent payments the security deposit shall be
redued to an amount equal to the first five month's gross rent.
Each year thereafter (for the next two years), the security deposit
amount will decrease by the equivalent of one month's rent. For
the remainder of the lease term a security deposit equal to three
(3) month's rent shall remain in the custody of Landlord to
guarantee the Tenant's performanoe under the lease.
Base Rental Rab:
Lease Basis:
Securitization:
Payment at Leace
Execution:
tftilitbs:
ConsEucfion
Altomnce:
Tenant lnvestnent:
First and last month's rent, plus sales tax, in the amount of
$91,731.27.
Tenant shall be responsibb for the cost of its utilities and trash
removal.
Tenant shall accept the Premises in "as-is" condition, other than
the historic window replacement referenced above, which shall be
performed by Landlord,
As an added inducement to have City enter into the Lease, Tenant
covenants and agrees that it will invest, or cause to be invested,
no less than $500,000 in hard construc{ion costs on/to the
Premises to insure that a first dass restaurant is constructed.
\3
851
Revised Letter of lntent
1555 Washington Avenue, Suites 1-3
April28,2015
Page 3 of 4
Gons0uction
Escrow
And Guaranties:
Use:
All plans ard specifications for improvements shall be subject to
the approval of Landlord, as well as all the requisite regulatory
approvals. Following Lease execution, and issuance by the City
of Tenant's full building permit, and prior to commencement of
construction, Tenant shall execute a work letter and escrow
agreement, including a cash deposit, in the amount of the cost of
the work (as such amount is set forth in the construction contract
between Tenant and its General Contractor) for the build-out of
the Premises for the intended Use, which will be deposited into
Tenant's aftomey's escrcw account to guarantee the diligent and
timely prosecution of construction. At its sole discretion, the City
may also require that Tenant's General Contractor (G.C.) furnish
the City with a Construction Completion Guaranty, and/or require
Tenant's G.C. to furnish a Payment and Performance Bond (in a
form reasonably acceptable to and approved by the City),
guaranteeing the performance of the G.C. under the construction
contract. The Cig shall be named as a dual obligee under such
Bond. Additionally, Tenant shall be required to purchase Builder's
Rick insurance coverage.
Fine dining restaurant
Agency Disclosure: Koniver Stem Group represents the Tenant exclusively in this
Condilions:
transaction and shall receive a commission from the City in the
event a lease is mutually executed and delivered, in the amount of
three percent (3%) of the total Base Rent obligation for the initial
Term. Said commission shall be paid in accordance with a
separate agreement which shall be subject to review and approval
by the City Attomey's Office.
The terms and conditions of this Letter of lntent and any
negotiated lease will be subject to approval by the City of Miami
Beach Commission, and may require additional regulatory
approvals, depending upon the terms of sald proposed lease.
This Letter of lntent is non-binding to either party, and may be
modified or withdrawn by the City, without notice, at any time.
Only a fully executed and delivered lease agreement, which shall
be negotiated in good faith by both parties, shall serve as a
binding agreernent in this rqrard.
ln addition, subjed to the prior advance written approval of the
Landlord, and in the event that the commission adopts the
recommendations of the Washington Ave. Blue Ribbon Panel,
Tenant may include outdoor dining and may pursue valet parking
service in accordance with City code.
Nt t-
852
Revised Letter of lntent
1555 Washington Avenue, Suites 1-3
April28,2015
Page 4 ot 4
Financial Records: Landlord shall have the right to periodically review Tenant's
financial records and statement of operations no more than once
per year.
Please let me know if I can provide you with any
reached at (305) 673-7193.
Sincerely,
additional information. I may be
Mark M. Milisits, RPA
Asset Manager
Agreed to and Accepted by:
Tenant A New Joint Venture With Principles Consisting Of:
Janet Suarez, Luis Hoyos and Juan Chipoco
ritu: Prir-roi PA I
F:lRHCDt$ALLECON\$ALL\ASSETWrchor-RetlBar-Be-Que Beach\Space For Lease (2015)\Revised Letter of tntent (4-
28-15).docx
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Exhibit E
856
LANDLORD:
TENANT:
DATE OF EXECUTION:
Miami Beach Redevelopment Agency, a public body
corporate and politic
1700 Convention Center Drive
Miami Beach, Florida 33139
Cubiche 105, LLC
501 Lincoln Road
Miami Beach, FL 33139
2015
ANCHOR SHOPS AT SOUTH BEACH
RETAIL LEASE
(i)
Anchor Shops L€se Agreement - Cubiche 105, LLC
857
LEASE SUMMARY
The following is a summary of basic lease provisions with respect to the Lease. lt is an integral part of
the Lease, and terms defined or dollar amounts specified in this Summary shall have the meanings or amounts as
stated, unless expanded upon in the text of the Lease and its Exhibits, which are attached to and made a part of
this Summary.
1. Date of Lease Execution:
2. "Landlord":
3. Landlord's Address:
2015.
Miami Beach Redevelopment Agency
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Office of Real Estate
with a copy to:
,^ih, ^f ItiCity of Miami Beactir" lrlliinri geacn Redevelopment Agency
1700 Convention Center Drive,,.1 MiamiBeach, Florida 33139
Attention: Legal Department
4. "I€@d": Cubiche 105, LLC ,:,.
5. Tenant's Address: 501 Lincoln Road,:, Miami*".h, FL 33139
6. "Qu@I' cubiche 105, LLc
7. Qliirantor'sAddress: 501 Lincotn Road
Miami Beach, FL 33139
8. Premises (section 1 .1 ): 1555 Washington Avenue, Suites 1-3
Miami Beach, FL 33139
As shown on Exhibit "B"
9. Gross Rentable Area of
Premises (section 1.1): Approximately 7,130 square feet.
10. Gross Rentable Area of
Retail Space (section 1 .1): Approximately 20,500 rentable square feet
11. Tenant's Proportionate
Share (section 2.4): 34.78%
12. Permitted Use of
Premises (section 3.1): Premises shall be used as a fine dining restaurant (and
subject to the prohibited uses described in Exhibit "D" to
the Lease).
Anchor Shops Lease Agreement - Cubiche '105, LLC
( ii)
858
13. Term of Lease (section 1.1):
*Minimum Rent'(ffi:
MONTHS ANNUAL MINIMUM RENT
:l
14.
Rent $ommencement Date -
next su€Ceeding twelve months *
15. Percentaqe Rental (section 2.3):
16. Prepaid Rent (section 2.2):
17. Security Deposit (section 2.7):
$42&8oo.oo
* Commencing on the first anniversary of the Rent Commencement Date, and at the beginning of each
succeeding year thereafter during the Term of the Lease, the Minimum Rent shall be increased annually in
increments of three (3%) annually.
The Initial Lease Term shall commence on the date the
Lease is fully executed by Landlord and Tenant, as
contained on Page 1 of the Lease, ("Lease
Commencement Date") and shall end nine (9) years and
three hundred and sixty four (364) days following the
Rent Commencement Date, as defined below ("Lease
Expiration Date").
"Rent Commencement Date": The date Tenant's Work is
completed or two hundred and ten (210) days following
the Lease Commencement Date, whichever occurs
sooner. ln addition, the rent abatement period will not
begin until the Landlord has completed the replacement
of the exterior windows located at the historic, north
section of the Premises.
"Renewal Options": Two (2) renewal options for five (5)
years each, after the Lease Expiration Date of the lntial
Lease Term. Tenant must notify Landlord irivriting, no
later than one hundred and eighty (180) days prior to
Lease Expiration Date of its intention of exercising the
Renewal Option(s). The Minimum Rent and annual
increases shall be adjusted to the then current fair
market rate for each renewal period.
MONTHLY PAYMENT
(PLUS SALES TAx)
$35,650.00
N/A
$91,731.27 (plus applicable sales tax) due upon
execution of Lease; to be applied to first and last full
month's Minimum Rent due.
Tenant shall provide an irrevocable Letter of Credit, from
a bank acceptable to the Landlord, equal to the first six
month's gross rent (i.e. Minimum Rent and Cost Pass-
Throughs), in the amount of $224,595.00, upon lease
execution. After the first year of rent payments the
Security Deposit shall be reduced to an amount equal to
the first five month's gross rent. Each year thereafter (for
the next two years), the Security Deposit amount will
decrease by the equivalent of one month's rent. For the
remainder of the Lease Term a security deposit equal to
three (3) month's rent shall remain in the custody of
Anchor Shops Lease Agreement - Cubicha 105, LLC
( iii)
859
18.Cost Pass-Throuqhs (CAM) (section 2.4):
Landlord to guarantee the Tenant's performance under
the lease.
Proportionate share of Property Taxes, Maintenance and
lnsurance on the Anchor Shops and Parking Garage.
LEASE YEAR
ComprehensiveGeneral :
Liability lnsutgnce (section 6. 1 ):
Monthly PromOtional Charge
(section 13.1):
coMMoN AREA MATNTENANCE (CAM)
COST PER SQUARE FOOT-
$3.00
See Note (*)
MONTHLY / ANNUAL
PAYMENT
$1,782.50 / $21,390.00
See Note (*)
the Tenant exclusively
1
2-3
Note (.) Beginning on June 1, and at the beginning of each succeeding Lease Year thereafter during the Term of
the Lease, the CAM rate shall be adjusted to reflect the actual pro-rata share of Property Taxes, Maintenance and
lnsurance costs incurred by the Landlord during the previous calendar year.
19.
20.
21
22.
$2,000,000.00 '.:
't
N/A I'
Koniver Stern Group represents
in this transaction
NiA
Cubiche 10523. Tfade Naine (section 3.1):
Anchor Shops Lease Agreement - Cubiche 105, LLC
(iv)
860
THlSLEASE(the..LeaSe''),datedthe-dayof-,2015,ismadebetweenthe
Miami Beach RedevelopmentAgency, a public body corporate and politic (the "Landlord"), and Cubiche 105, LLC
a Florida limited liability corporation (the "Tenant").
RECITALS:
A. The Landlord is the fee simple owner of a certain facility (the "Facility") containing a
municipal parking garage and appurtenances containing approximately eight hundred (800) parking spaces
(the "Garage") and certain retail space (the "Retail Space") located in an area bounded by Washington and Collins
Avenues in the proximity of 16th Street, City of Miami Beach, Metropolitan Dade County, Florida, as more particularly
described in Exhibit "A," attached hereto and made a part hereof (the "Land"). The Landlord is the fee simple owner
of the Land and the Facility.
B. Landlord and Tenant desire to enter into this Lease for a portion of the Retail Space, on
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
hereby agree as follows:
ARTICLE I. TERM.
1.1 Grant: Term. ln consideration of the performance by Tenant of its obligations underthis Lease,
Landlord leases to Tenant, and Tenant leases from Landlord, for the Term, the "Premises." A site plan showing
the location of the Retail Space within the Facility, as well as the location of the Premises within the Retail Space,
is attached hereto and made a part hereof as Exhibit "B." The gross rentable area of the Premises and Retail
Space shown on the Lease Summary do not represent accurate measurements of the square footage contained
in the Premises or the Retail Space, but are mere estimates.
The "Term" of the Lease is the period from the Commencement Date as specified in the Lease
Summary, through the Expiration Date, as specified in the Lease Summary.
1.2. Landlord's Work. Tenant acknowledges and agrees that it is accepting possession of the
Premises in as-is condition and that, except as otherwise expressly hereinafter set forth, Landlord has no
obligation to furnish, render, or supply any money, work, labor, material, fixture, equipment, or decoration with
respect to the Premises. Notwithstanding the foregoing, Landlord shall replace the exterior windows located at
the historic, north section of the Premises. Furthermore, Landlord shall perform waterproofing and painting to
portions of the exterior of the Facility.
ARTICLE II. RENT.
2.1 Covenant to Pay. Tenant shall pay to Landlord all sums due hereunder from time to time from the
Rent Commencement Date without prior demand, together with all applicable Florida sales tax thereon; however,
unless otherwise provided in this Lease, payments other than Tenant's regular monthly payments of Minimum
Rent shall be payable by Tenant to Landlord within ten (10) days following written demand. All rent or other
charges that are required to be paid by Tenant to Landlord shall be payable at Landlord's address indicated on
the Lease Summary. Minimum Rent and additional rent (which is all sums payable to Landlord other than
Minimum Rent) for any "Lease Year" consisting of less than twelve (12) months shall be prorated on a per diem
basis, based upon a period of 365 days. "Lease Year" means the twelve (12) full calendar months commencing
on the Commencement Date. However, the final Lease Year may contain less than twelve (12) months due to
expiration or sooner termination of the Term. Tenant agrees that its covenant to pay rent and all other sums under
this Lease is an independent covenant and that all such amounts are payable without counterclaim, set-off,
deduction, abatement, or reduction whatsoever, except as expressly provided for in this Lease.
2.2 Minimum Rent. Subject to any escalation which may be provided for in this Lease, Tenant shall
pay Minimum Rent for the Term in the initial amount specified in the Lease Summary, which, except for the first
861
and last installment, shall be payable throughout the Term in equal monthly installments in advance on the first
day of each calendar month of each year of the Term, such monthly installments to be in the amounts (subject to
escalation) specified in the Lease Summary. The first and last monthly installments of Minimum Rent shall be
due on the date of this Lease. The Minimum Rent described above shall be adjusted during the Term of this
Lease as provided in the Lease Summary.
2.3. PercentaqeRental. lntentionallyOmitted.
2.4 Operatinq Costs: Taxes. Tenant shall remit together with regular monthly payments of Minimum
Rent, its proportionate share of Common Area Maintenance (CAM) payments as determined in Section 18 of the
Lease Summary.
2.5 Pavment of Personal Propertv Taxes. Sales Tax Reports. Tenant shall pay, when due, all taxes
attributable to the personal property, trade fixtures, business, occupancy, or sales of Tenant or any other
occupant of the Premises and to the use of the Retail Space by Tenant or such other occupant. Tenant shall
provide Landlord with copies of Tenant's sales tax reports provided to the State of Florida, as and when such
reports are provided to the State. Landlord shall have the right to disclose such reports to any person or entity
having an interest or prospective interest in the Retail Space.
2.6 Rent Past Due. lf any payment due from Tenant shall be overdue more than five (5) business
days, a late charge of five (5%) percent of the delinquent sum may be charged by Landlord. lf any payment due
from Tenant shall remain overdue for more than fifteen (15) days, an additional late charge in an amount equalto
the lesser of the highest rate permitted by law or one and one-halt (1 112%) percent per month (eighteen (18%)
percent per annum) of the delinquent amount may be charged by Landlord, such charge to be computed for the
entire period for which the amount is overdue and which shall be in addition to and not in lieu of the five (5%)
percent late charge or any other remedy available to Landlord.
2.7 Security Deposit. Landlord acknowledges receipt of a security deposit in the amount specified on
the Lease Summary to be held by Landlord, without any liability for interest thereon, as security for the
performance by Tenant of all its obligations under this Lease. Landlord shall be entitled to commingle the security
deposit with Landlord's other funds. lf Tenant defaults in any of its obligations under this Lease, Landlord may at
its option, but without prejudice to any other rights which Landlord may have, apply all or part of the security
deposit to compensate Landlord for any loss, damage, or expense sustained by Landlord as a result of such
default. lf all or any part of the security deposit is so applied, Tenant shall restore the security deposit to its
original amount on demand of Landlord. Subject to the provisions of section 2.4, within thirty (30) days following
termination of this Lease, if Tenant is not then in default, the security deposit will be returned by Landlord to
Tenant.
Notwithstanding the foregoing, for purposes of the security deposit described in the Lease Summary and
the above paragraph, Tenant, at its option, shall have the right to post an irrevocable, unconditional, and
transferable Letter of Credit, which Letter of Credit shall comply with the provisions of Exhibit"2.7," attached
hereto and made a part hereof. lf Tenant delivers the Letter of Credit to Landlord, then Landlord will return the
cash security deposit promptly after Landlord's receipt of the Letter of credit.
2.8 Landlord's Lien. To secure the timely construction and installation of all improvements to the
Premises by tenant and to secure the payment of all rent and other sums of money due and to become due
hereunder and the faithful performance of this Lease by Tenant, Tenant hereby gives to Landlord an express first
and prior contract lien and security interest on all property now or hereafter acquired (including fixtures,
equipment, chattels, and merchandise) which may be placed in the Premises and also upon all proceeds of any
insurance which may accrue to Tenant by reason of destruction of or damage to any such property. Such
property shall not be removed therefrom without the written consent of Landlord until all arrearages in rental and
other sums of money then due to Landlord hereunder shall first have been paid; provided, Tenant may operate its
business in the ordinary course and the removal of merchandise from the Premises by customers of Tenant shall
not be a default under this section. All exemption laws are hereby waived in favor of said lien and security
interest. This lien and security interest is given in addition to Landlord's statutory lien and shall be cumulative
862
thereto. Landlord shall, in addition to all of its rights hereunder, also have all of the rights and remedies of a
secured party under the Uniform Commercial Code as adopted in the State in which the Premises is located. To
the extent permitted by law, this Lease shall constitute a security agreement under Article 9 of the Florida Uniform
CommercialCode.
ARTICLE III. USE OF PREMISES.
3.1 Permitted Use. The Premises shall be used and occupied only as a fine dining restaurant, as
specified in the Lease Summary. The business of Tenant in the Premises shall be carried on under the name
specified in the Lease Summary and under no other name unless approved by Landlord in writing. Tenant shall
carry on its business on the Premises in a reputable manner and shall not do, omit, permit, or suffer to be done or
exist upon the Premises anything which shall result in a nuisance, hazard, or bring about a breach of any
provision of this Lease or any applicable municipal or other governmental law or regulation, or would otherwise be
inconsistent with a first-class retail center or incompatible with retail uses ancillary to a firslclass convention
center hotel. Tenant shall observe all reasonable rules and regulations established by Landlord from time to time
for the Retail Space. The rules and regulations in effect as of the date hereof are attached to and made a part of
this Lease as Exhibit "C." Landlord will provide a copy of any amendments to the rules and regulations at least
seven (7) days prior to the effective date of any such amendments. Tenant shall display such name as Landlord
may from time to time designate for the Retail Space in its stationery used upon the Premises, and in material
which is given, visible, or available to customers of Tenant. Tenant shall promote such name in any
advertisements or promotional material published or initiated by Tenant in regard to its business from the
Premises. The names for the Retail Space and the project of which the Retail Space is a part, which Landlord
may from time to time adopt, and every name or mark adopted by Landlord in connection with the Retail Space
shall be used by Tenant only in association with the business carried on in the Premises during the Term and
Tenant's use thereof shall be subject to such reasonable regulation as Landlord may from time to time impose.
3.2 Compliance with Laws. The Premises shall be used and occupied in a safe, careful, and proper
manner so as not to contravene any present or future laws, rules, regulations, constitutions, orders, ordinances,
charters, statutes, codes, executive orders, and requirements of all governmental authorities having jurisdiction over
the Premises or any street, road, avenue, or sidewalk comprising a part of, or lying in front of, the Premises or any
vault in or under the Premises (including, without limitation, any of the foregoing relating to handicapped access or
parking, the local building codes, and the laws, rules, regulations, orders, ordinances, statutes, codes, and
requirements of any applicable Fire Rating Bureau or other body exercising similar functions), the temporary and/or
permanent certificate or certificates of occupancy issued for the Premises as then in force, and any and all provisions
and requirements of any property, casualty, or other insurance policy required to be carried by Tenant under this
Lease. lf due to Tenant's use of the Premises repairs, improvements, or alterations are necessary to comply with
any of the foregoing, Tenant shall pay the entire cost thereof.
3.3 Sions. Tenant, at Tenant's expense, shall erect and maintain identification signage upon the
storefront of the Premises. The design and specification of such signage shall be subject to Landlord's sign
criteria as adopted from time to time and such design and specification (including camera-ready artwork) shall be
submitted for Landlord's prior approval. Except with the prior written consent of Landlord, Tenant shall not erect,
install, display, inscribe, paint, or affix any signs, lettering, or advertising medium upon or above any exterior
portion of the Premises or in or on Tenant's storefront or storefront window. Landlord's signage criteria is attached
hereto and made a part hereof as Exhibit "E."
3.4 Environmental Provisions.
(a) Tenant shall not knowingly incorporate into, use, or otheruvise place or dispose of at the
Premises or in the Retail Space (or allow others to incorporate into, use, or otherwise place or dispose of at the
Premises or in the Retail Space) any Hazardous Materials, as hereinafter defined, unless (i) such Hazardous
Materials are for use in the ordinary course of business (i.e., as with office or cleaning supplies), (ii) notice of and
a copy of the current material safety data sheet is provided to Landlord for each such Hazardous Material (except
for Hazardous Materials used by Tenant in the ordinary course of business (i.e., as with office or cleaning
supplies)), and (iii)such materials are handled and disposed of in accordance with all applicable governmental
863
Iaws, rules, and regulations. lf Landlord or Tenant ever has knowledge of the presence in the Premises or the
Retail Space of Hazardous Materials which affect the Premises, such party shall notify the other thereof in writing
promptly after obtaining such knowledge. For purposes of this Lease, "Hazardous Materials" shall mean:
(a) petroleum and its constituents; (b) radon gas, asbestos in any form which is or could become friable, urea
formaldehyde foam insulation, transformers or other equipment which contain dielectric fluid containing levels of
polychlorinated biphenyls in excess of federal, state or local safety guidelines, whichever are more stringent; (c)any
substance, gas, material or chemical which is or may hereafter be defined as or included in the definition of
"hazardous substances," "hazardous materials," "hazardous wastes," "pollutants or contaminants," "solid wastes," or
words of similar import under any applicable governmental laws, rules, and regulations including, but not limited to,
the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. S 9061 et
seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. S 1801, et seq.; the Resource
Conservation and Recovery Act, as amended, 42 U.S.C. S 6901, et seq.; the Federal Water Pollution Control Act, as
amended, 33 U.S.C. S 1251, et seq.; and Florida Statutes, Chapters 376 and 403; and (d)any other chemical,
material, gas, or substance, the exposure to or release of which is regulated by any governmental or
quasi-governmental entity having jurisdiction over the Retail Space or the operations thereon.
(b) lf Tenant or its employees, agents, or contractors shall ever violate the provisions of
subsection (a), above, then Tenant shall clean-up, remove, and dispose of the Hazardous Material causing the
violation, in compliance with all applicable governmental standards, laws, rules, and regulations and repair any
damage to the Premises or Retail Space within such period of time as may be reasonable under the
circumstances after written notice by Landlord, provided that such work shall commence not later than thirty (30)
days from such notice and be diligently and continuously carried to completion by Tenant or Tenant's designated
contractors. Tenant shall notify Landlord of its method, time, and procedure for any clean-up or removal of
Hazardous Materials under this provision; and Landlord shall have the right to require reasonable changes in
such method, time, or procedure or to require the same to be done after normal business hours or when the
Retail Space is otherwise closed (i.e., holidays) if reasonably required for the protection of other tenants or
occupants of the Retail Space.
(c) Tenant agrees to defend, indemnify, and hold harmless Landlord, and the City of Miami
Beach (the "City") against any and all claims, costs, expenses, damages, liability, and the like, which Landlord
may hereafter be liable for, suffer, incur, or pay arising under any applicable environmental laws, rules, and
regulations and resulting from or arising out of any breach of the covenants contained in this section 3.4, or out of
any act, activity, or violation of any applicable environmental laws, rules, and regulations on the part of Tenant, its
agents, employees, or assigns. Tenant's liability under this section 3.4 shall survive the expiration or any
termination of this Lease.
3.5 Hours, Continued Occupancv. During the Term, Tenant shall conduct its business in the
Premises, at a minimum, on all days and during all hours established by Landlord from time to time as store hours
for the Retail Space. Tenant may conduct business on the Premises, in addition to the foregoing times, in
Tenant's reasonable judgment in order to maximize sales from the Premises, at Tenant's sole expense.
However, Landlord shall not be responsible for providing common area or other services during such additional
hours. Tenant shall open the whole of the Premises for business to the public, fully fixtured, stocked, and staffed
within 60 days of the Completion Date set forth in item 22 of the Lease Summary, and shall continuously, actively,
and diligently carry on the business specified in section 3.1 on the whole of the Premises during the Term, during
such hours and upon such days as are herein required, except when prevented from doing so by force majeure-.
Tenant acknowledges that its continued occupancy of the Premises and the regular conduct of its business
therein are of utmost importance to neighboring tenants and to Landlord in the renting of space in the Retail
Space, the renewal of other leases therein, the efficient and economic supply of services and utilities. Tenant
acknowledges that Landlord is executing this Lease in reliance thereupon and that the same is a material element
inducing Landlord to execute this Lease. Tenant shall not keep or display any merchandise on or othenrise
obstruct the common areas and shall not sell, advertise, conduct, or solicit business anywhere within the Retail
Space other than in the Premises. Tenant shall ship and receive supplies, fixtures, equipment, furnishings, wares,
and merchandise only through the appropriate service and delivery facilities provided by Landlord; and shall not
park its trucks or other delivery vehicles or allow suppliers or others making deliveries to or receiving shipments
from the Premises to park in the parking areas, except in those parts thereof as may from tims to time be
864
allocated by Landlord for such purpose. Tenant shall maintain available a substantial stock of goods, wares, and
merchandise adequate to ensure successful operation of Tenant's business, and shall employ and maintain sales
and other personnel sufficient at all times for proper service to customers.
3.6 Prohibited Uses. Notwithstanding any other provisions of this Lease, Tenant shall not use the
Premises nor permit them to be used for any of the following purposes: (A) for the sale by Tenant, as its principal
business purpose, of any merchandise which Tenant, in the course of its normal business practice, purchases at
manufacturers' clearances or purchases of ends-of-runs, bankruptcy stock, seconds, or other similar
merchandise; (B) for the sale of second-hand goods, war surplus articles, insurance salvage stock, fire sale stock,
merchandise damaged by or held out to be damaged by fire, except merchandise damaged by fire or smoke
occurring in the Retail Space, and then only for thirty (30) days after the date of any such damage; (C) as an
auction or flea market; (D) for a bankruptcy sale or going-out-of-business sale or liquidation sale or any similar
sale, unless Tenant is in fact in bankruptcy or is going out of business or is in liquidation, in which case such sale
shall not continue beyond thirty (30) days; (E) a business primarily used for an order office, mail order office, or
catalogue store; or (F) any business in which Tenant is engaged in intentionally deceptive or fraudulent
advertising or selling practices or any other act or business practice contrary to honest retail practices.
3.7 lntentionaly Omitted.
3.8 Exclusive Use. So long as Tenant is in actual occupancy of the Premises and using the
Premises for the permitted use set forth in the Lease Summary, Landlord agrees not to enter into any leases for
space in the Retail Space with persons or entities whose primary business at the Retail Space would be the sale
of athletic and/or other types of sporting footwear, retail apparel and related general merchandise.
ARTICLE IV. ACCESS AND ENTRY.
4.1 Riqht of Examination. Landlord shall be entitled at all reasonable times and upon reasonable
written notice, not less than 24 hours (but no notice is required in emergencies) to enter the Premises to examine
them if Landlord reasonably believes that Tenant is not complying with any of its obligations hereunder; to make
such repairs, alterations, or improvements thereto as Landlord considers necessary or reasonably desirable; to
have access to underfloor facilities and access panels to mechanical shafts and to check, calibrate, adjust, and
balance controls and other parts of the heating, air conditioning, ventilating, and climate control systems. Landlord
reserves to itself (and others acting on behalf of Landlord including, without limitation, the City) the right to instail,
maintain, use, and repair pipes, ducts, conduits, vents, wires, and other installations leading in, through, over, or
under the Premises and for this purpose, Landlord may take all material into and upon the Premises which is
required therefor. Tenant shall not unduly obstruct any pipes, conduits, or mechanical or other electrical
equipment so as to prevent reasonable access thereto. Landlord reseryes the right to use all exterior walls and
roof area. Landlord shall exercise its rights under this section, to the extent possible in the circumstances, in such
manner so as to minimize interference with Tenant's use and enjoyment of the Premises and Tenant's property.
4.2 Rioht to Show Premises. Landlord and its agents have the right to enter the Premises at all
reasonable times and upon reasonable written notice not less than 24 hours to show them to prospective
purchasers, lenders, or anyone having a prospective interest in the Retail Space, and, during the last six (6)
months of the Term (or the last six (6) months of any renewal term if this Lease is renewed), to show them to
prospective tenants. Landlord shall exercise its rights under this section, to the extent possible in the
circumstances, in such manner so as to minimize interference with Tenant's use and enjoyment of the premises
and Tenant's property.
ARTICLE V. lNlTlAL CONSTRUCTION: MAINTENANCE. REPAIRS, AND ALTERRttOtrtS.
5.1. Tenant'sConstructionObliqations.
(a) Subject to the provisions hereof, Tenant shall, at its expense, cause the construction and
installation of all improvements to the Premises in accordance with Tenant's Plans, as hereinafter defined, and as
necessary to permit Tenant to occupy same and conduct normal business operations (such improvements being
865
referred to herein as ("Tenant's Work"). The plans for such improvements shall be submitted to the Landlord for
the Landlord's prior written consent, which will not be unreasonably withheld or delayed. Tenant covenants and
agrees that it will invest, or cause to be invested, no less than $500,000 in hard construction costs on/to the
Premises to insure that a first class restaurant is constructed.
(b) All permanent (fixed) improvements to the Premises shall remain the property of the Landlord
upon termination of the Lease. Upon the lawful termination of the Lease, all personal property and trade fixtures
may be removed by the Tenant from the Premises without damage to the Premises.
(c) Any damage to the existing finishes of the Retail Space shall be patched and repaired by Tenant,
at its expense, and all such work shall be done to Landlord's satisfaction. lf any patched and painted area does
not match the original surface, then the entire surface shall be repainted at Tenant's expense. Tenant agrees to
indemnify and hold harmless Landlord, its agents, and employees from and against any and all costs, expenses,
damage, loss, or liability, including, but not limited to, reasonable attorneys' fees and costs, which arise out of, is
occasioned by, or is in any way attributable to the build-out of the Premises or any subsequent improvements or
alterations by Tenant pursuant to this Lease. Tenant, at its expense, shall be responsible for the maintenance,
repair, and replacement of any and all items constructed by Tenant's contractor.
(d) Tenant shall not alter the existing fire alarm system in the Premises or the Retail Space. Tenant's
Plans shall include detailed drawings and specifications for the design and installation of Tenant's fire alarm (and
security) system(s) for the Premises. Such system(s) shall meet all appropriate building code requirements, and
the fire alarm system shall, at Tenant's expense, be integrated into Landlord's fire alarm system for the Retail
Space. (Landlord is not required to provide any security system.) Landlord's electrical contractor and/or fire alarm
contractor shall, at Tenant's expense, make all final connections between Tenant's and Landlord's fire alarm
systems. Tenant shall insure that all work performed on the fire alarm system shall be coordinated at the job site
with the Landlord's representative.
(e) Tenant will permit no liens to attach to the Premises arising from, connected with or related to the
construction of the improvements. Moreover, such construction shall be accomplished through the use of
licensed, reputable contractors who are acceptable to Landlord. Any and all permits and or licenses required for
the installation of improvements shall be the sole responsibility of Tenant.
(0 The above requirements for submission of plans and the use of specific contractors shall not
apply to improvements, maintenance or repairs which do not exceed $20,000.00, provided that the work is not
structural, and provided that it is permitted by applicable law.
(g) Landlord acknowledges that the Current Tenant has made improvements and had signage
installed prior to the execution of this Lease Agreement, and as such, said improvements and signage are
acceptable to Landlord, to the extent that same were properly permitted, and done in compliance with all
applicable building codes, and any other Municipal, county, state and Federal laws.
5.1.1. Tenant's Construction Escrow and Guaranties. Following Lease execution, and issuance by the
City of Tenant's full building permit, and prior to commencement of construction, Tenant shall execute a work
letter and escrow agreement, including a cash deposit, in the amount of the cost of the work (as such amount is
set forth in the construction contract between Tenant and its General Contractor) for the build-out of the premises
for the intended Use, which will be deposited into Tenant's attorney's escrow account to guarantee the diligent
and timely prosecution of construction. At its sole discretion, the City may also require that Tenant's General
Contractor (G C ) furnish the City with a Construction Completion Guaranty, and/or require Tenant's G.C. to
furnish a Payment and Performance Bond (in a form reasonably acceptable to and approved by the City),
guaranteeing the performance of the G.C. under the construction contract. The City shall be named as a dual
obligee under such Bond. Additionally, Tenant shall be required to purchase Builder's Risk insurance coverage.
5.2 Maintenance and Repairs by Landlord. lt is hereby acknowledged and agreed that Landlord shall
maintain and repair certain portions of the Retail Space as delineated in Exhibit "F" hereto. Tenant will notify in
writing of any necessary repairs that are the obligation of Landlord. Landlord shall not be responsible for any
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damages caused to Tenant by reason of failure of any equipment or facilities serving the Retail Space or delays in
the performance of any work for which the Landlord is responsible to perform pursuant to this Lease.
Notwithstanding any other provisions of this Lease, if any part of the Retail Space is damaged or destroyed or
requires repair, replacement, or alteration as a result of the act or omission of Tenant, its employees, agents,
invitees, licensees, or contractors, Landlord shall have the right to perform same and the cost of such repairs,
replacement, or alterations shall be paid by Tenant to Landlord upon demand. ln addition, if, in an emergency, it
shall become necessary to make promptly any repairs or replacements required to be made by Tenant, Landlord
may re-enter the Premises and proceed forthwith to have the repairs or replacements made and pay the costs
thereof. Upon demand, Tenant shall reimburse Landlord for the cost of making the repairs. Landlord shall
exercise its rights under this section in a manner so as to minimize any disruption or interference with the
operation of Tenant's business and property.
5.3 Maintenance and Repairs by Tenant. Tenant shall, at its sole cost, repair and maintain the
Premises, all to a standard consistent with a first class retail center, with the exception of base building,
mechanical and electrical systems, roof and foundation, which are the obligation of the Agency Landlord pursuant
to this Lease. Without limiting the generality of the foregoing, Tenant is specifically required to maintain and make
repairs to (i) the portion of any pipes, lines, ducts, wires, or conduits contained within the Premises; (ii)windows,
plate glass, doors, and any fixtures or appurtenances composed of glass (including, without limitation, interior and
exterior washing of windows and plate glass and the installation of hurricane shutters as provided by the
Landlord); (iii) Tenant's sign; (iv) any heating or air conditioning equipment serving the Premises ("HVAC") (which
shall include, without limitation, a preventive maintenance HVAC service contract. Such service contract shall
include, without limitation, preventive HVAC maintenance no less than quarterly); and (v) the Premises or the
Retail Space when repairs to the same are necessitated by any act or omission of Tenant, or the failure of Tenant
to perform its obligations under this Lease. All repair and maintenance performed by Tenant in the Premises shall
be performed by contractors or workmen designated or approved by Landlord, which approval shall not be
unreasonably withheld or delayed. At the expiration or earlier termination of the Term, Tenant shall surrender the
Premises to Landlord in as good condition and repair as Tenant is required to maintain the Premises throughout
the Term, reasonable wear and tear excepted. Tenant shall also furnish, maintain, and replace all electric light
bulbs, tubes, and tube casings located within or serving the Premises and Tenant's signage, all at Tenant's sole
cost and expense.
5.4 Approval of Tenant's Alterations. Unless otherwise provided herein, No alterations (including,
without limitation, improvements, additions, or modifications to the Premises) shall be made by Tenant to the
Premises without Landlord's prior written approval, which, as to exterior or structural alterations may be withheld
in Landlord's sole discretion. Any alterations by Tenant shall be performed at the sole cost of Tenant, by
contractors and workmen approved by Landlord, which approval shall not be unreasonably withheld or delayed, in
a good and workmanlike manner, and in accordance with all applicable laws and regulations.
5.5 Removal of lmprovements and Fixtures. All leasehold improvements and fixtures (other than
unattached, movable trade fixtures which can be removed without damage to the Premises) shall at the expiration
or earlier termination of this Lease become Landlord's property. Tenant may, during the Term, in the usual course
of its business, remove its trade fixtures, provided that Tenant is not in default under this Lease; and Tenant shall,
at the expiration or earlier termination of the Term, at its sole cost, remove such of the leasehold improvements
(except for improvements installed by Landlord prior to the Commencement Date) and trade fixtures in the
Premises as Landlord shall require to be removed and restore the Premises to the condition existing prior to such
removal. Tenant shall at its own expense repair any damage caused to the Retail Space by such removal. lf
Tenant does not remove its trade fixtures at the expiration or earlier termination of the Term, the trade fixtures
shall, at the option of Landlord, become the property of Landlord and may be removed from the premises and
sold or disposed of by Landlord in such manner as it deems advisable without any accounting to Tenant.
5.6 Liens. Tenant shall promptly pay for all materials supplied and work done in respect of the
Premises by, through, or under Tenant so as to ensure that no lien is recorded against any portion of the Retail
Space or against Landlord's or Tenant's interest therein. lf a lien is so recorded, Tenant shall discharge it
promptly by payment or bonding. lf any such lien against the Retail Space or Landlord's interest therein is
recorded and not discharged by Tenant as above required within fifteen (15) days following written notice to
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Tenant, Landlord shall have the right to remove such lien by bonding or payment and the cost thereof shall be
paid immediately from Tenant to Landlord. Landlord and Tenant expressly agree and acknowledge that no
interest of Landlord in the Premises or the Retail Space shall be subject to any lien for improvements made by
Tenant in or for the Premises, and Landlord shall not be liable for any lien for any improvements made by Tenant,
such liability being expressly prohibited by the terms of this Lease. ln accordance with applicable laws of the
State of Florida, Landlord has filed in the public records of Dade County, Florida, a public notice containing a true
and correct copy of this paragraph, and Tenant hereby agrees to inform all contractors and material suppliers
performing work in or for or supplying materials to the Premises of the existence of said notice.
5.7 Utilities. Tenant shall pay to Landlord, or as Landlord directs, all gas, electricity, water, and other
utility charges applicable to the Premises as separately metered. Tenant shall, at its own cost, install, maintain
and repair, as required, its electrical meter for the Premises. ln addition, Tenant's electrical equipment and
lighting shall be restricted to that equipment and lighting which individually does not have a rated capacity and/or
design load greater than the rated capacity and/or design load of the Retail Space. lf Tenant's consumption of
electrical services exceeds either the rated capacity and/or design load of the Retail Space, then Tenant shall
remove the equipment and/or lighting to achieve compliance within ten (10) days after receiving written notice
from Landlord, or such equipment and/or lighting may remain in the Premises, so long as (a) Tenant shall pay for
all costs of installation and maintenance of submeters, wiring, air-conditioning, and other items required by
Landlord, in Landlord's reasonable discretion, to accommodate Tenant's excess design loads and capacities; and
(b) Tenant shall pay to Landlord, within thirty (30) days after rendition of a bill, the cost of the excess consumption
of electrical service at the rates charged to Landlord by Florida Power & Light, which shall be in accordance with
any applicable laws.
ARTICLE VI. INSURANCE AND INDEMNITY.
6.1 Tenant's lnsurance. Tenant shall, throughout the Term (and any other period when Tenant is in
possession of the Premises), maintain at its sole cost the following insurance:
(A) All risks property insurance, containing a waiver of subrogation rights which Tenant's
insurers may have against Landlord and against those for whom Landlord is in law responsible including, without
limitation, its directors, officers, agents, and employees, and (except with respect to Tenant's chattels)
incorporating a standard New York mortgagee endorsement (without contribution). Such insurance shall insure
property of every kind owned by Tenant in an amount not less than the full replacement cost thereof (new), with
such cost to be adjusted no less than annually. Such policy shall Include as additional insureds Landlord and its
affiliates and any mortgagee of Landlord, the City, and any mortgagee of the Landlord in connection with a mortgage
on the Facility.
(B) Comprehensive general liability insurance. Such policy shall contain inclusive limits per
occurrence of not less than the amount specified in the Lease Summary; provide for severability of interests; and
include as additional insureds Landlord and its affiliates and any mortgagee of Landlord, the City, and any
mortgagee of Landlord in connection with a mortgage on the Facility.
(C) Workeds compensation and employer's liability insurance in compliance with applicable
legal requirements.
(D) Business interruption insurance, sufficient to insure Tenant for no less than one(1) full
year of loss of business, with the Landlord named thereon as loss payee to the extent permitted by applicable law.
(E) Any other form of insurance which Tenant or Landlord, acting reasonably, requires from
time to time in form, in amounts, and for risks against which a prudent tenant would insure, but in any event not
less than that carried by comparable retail establishments in Dade County, Florida.
All policies referred to above shall: (i) be taken out with insurers licensed to do business in
Florida and reasonably acceptable to Landlord; (ii) be in a form reasonably satisfactory to Landlord; (iii) be
non-contributing with, and shall apply only as primary and not as excess to any other insurance available to
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Landlord or any mortgagee of Landlord; (iv)contain an undertaking by the insurers to notify Landlord by certified
mail not less than thirty (30) days prior to any material change, cancellation, or termination, and (v) with respect to
subsection (A), contain replacement cost, demolition cost, and increased cost of construction endorsements.
Certificates of insurance on Landlord's standard form or, if required by a mortgagee, copies of such insurance
policies certified by an authorized otficer of Tenant's insurer as being complete and current, shall be delivered to
Landlord promptly upon request. lf Tenant fails to take out or to keep in force any insurance referred to in this
section 6.1 , or should any such insurance not be approved by either Landlord or any mortgagee, and Tenant does
not commence and continue to diligently cure such default within two (2) business days after written notice by
Landlord to Tenant specifying the nature of such default, then Landlord has the right, without assuming any
obligation in connection therewith, to effect such insurance at the sole cost of Tenant and all outlays by Landlord
shall be paid by Tenant to Landlord as additional rent without prejudice to any other rights or remedies of Landlord
under this Lease. Tenant shall not keep or use in the Premises any article which may be prohibited by any fire or
casualty insurance policy in force from time to time covering the Premises or the Retail Space. Landlord
represents that Tenant's permitted use doesn't violate any policy carried by the Landlord.
6.2 Loss or Damaqe. Tenant acknowledges that the Landlord will be performing any maintenance
and repairs required of Landlord hereunder. Landlord shall not be liable for any death or injury arising from or out
of any occurrence in, upon, at, or relating to the Retail Space or damage to property of Tenant or of others located
on the Premises or elsewhere in the Retail Space, nor shall it be responsible for any loss of or damage to any
property of Tenant or others from any cause, unless such death, injury, loss, or damage results from the gross
negligence or willful misconduct of Landlord. Without limiting the generality of the foregoing, Landlord shall not be
liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, falling ceiling
tile, falling fixtures, steam, gas, electricity, water, rain, flood, or leaks from any part of the Premises or from the
pipes, sprinklers, appliances, plumbing works, roof, windows, or subsurface of any floor or ceiling of the Retail
Space or from the street or any other place or by dampness, or by any other cause whatsoever, unless resulting
from the gross negligence or willful misconduct of Landlord. Tenant agrees to indemnify Landlord and hold it
harmless from and against any and all loss (including loss of Minimum Rent and additional rent payable in respect
to the Premises), claims, actions, damages, liability, and expense of any kind whatsoever (including attorneys'
fees and costs at all tribunal levels), unless caused by the gross negligence or willful misconduct of Landlord,
arising from any occurrence in, upon, or at the Premises, or the occupancy, use, or improvement by Tenant or its
agents or invitees of the Premises or any part thereof, or occasioned wholly or in part by any act or omission of
Tenant its agents, employees, and invitees or by anyone permitted to be on the Premises by Tenant.
6.3 Waiver of Subroqation. Landlord and Tenant each hereby waives on behalf of itself and its
insurers (none of which shall ever be assigned any such claim or be entitled thereto due to subrogation or
otherwise) any and all rights of recovery, claim, action, or cause of action, against the other, its agents, officers, or
employees, for any loss or damage that may occur to the Premises, or any improvements thereto or the Retail
Space, or any improvements thereto, or any personal property of such party therein, by reason of fire, the
elements, or any other causes which are, or could or should be insured against under the terms of the standard
fire and extended coverage insurance policies referred to in this Lease, regardless of whether such insurance is
actually maintained and regardless of the cause or origin of the damage involved, including negligence of the
other party hereto, its agents, officers, or employees. Landlord and Tenant shall each obtain from their respective
insurers, under all policies of fire, theft, public liability, worker's compensation, and other insurance maintained by
either of them at any time during the term hereof insuring or covering the Retail Space or any portion thereof or
operations therein, a waiver of all rights of subrogation which the insurer of one party might have against the other
party, and Landlord and Tenant shall each indemnify, defend, and hold harmless the other against any loss or
expense, including reasonable attorneys' fees (appellate or otherwise) resulting from the failure to obtain such
waiver.
ARTICLE VII. DAMAGE AND DESTRUCTION,
7.1 Damaqe to Premises. Tenant acknowledges that if the Premises are partially or totally destroyed
due to fire or other casualty, any repairs to or rebuilding of the damaged portions of the Retail Space will be
performed by Landlord and in any event only to the extent that Landlord is required to repair or rebuild the Retail
Space. lf Landlord repairs or rebuilds, Rent shall abate proportionately to the portion of the Premises, if any,
869
rendered untenantable from the date of destruction or damage until the repairs have been substantially
completed. Upon being notified that the repairs have been substantially completed, Tenant shall diligently
perform all other work required to fully restore the Premises for use in Tenant's business, in every case at
Tenant's cost and without any contribution to such cost by Landlord, whether or not Landlord has at any time
made any contribution to the cost of supply, installation, or construction of leasehold improvements in the
Premises. Tenant agrees that during any period of reconstruction or repair of the Premises, it will continue the
operation of its business within the Premises to the extent practicable. lf all or any part of the Premises shall be
damaged by fire or other casualty and the fire or other casualty is caused by the fault or neglect of Tenant or
Tenant's agents, guest, or invitees, rent and all other charges shall not abate.
7.2 Termination for Damaqe. Notwithstanding section 7.1, tf damage or destruction which has
occurred to the Premises or the Retail Space is such that in the reasonable opinion of Landlord such
reconstruction or repair cannot be completed within one hundred twenty(120) days of the happening of the
damage or destruction, Landlord or Tenant may, at its option, terminate this Lease on notice to the other given
within thirty (30) days after such damage or destruction and Tenant shall immediately deliver vacant possession
of the Premises in accordance with the terms of this Lease.
ln addition, if Landlord undertakes the reconstruction or repair, and does not complete same within
nine (9) months after the date of the fire or other casualty (subject to the time required to prepare plans for
reconstruction, to obtain building permits, to receive distribution of insurance proceeds, and to complete the likely
contract bidding process and all other relevant factors, but not to exceed an additional ninety (90) days), then
Tenant shall have the right to terminate this Lease by written notice to Landlord delivered within thirty (30) days
after the expiration of such nine (9) month period (or as extended), whereupon both parties shall be relieved of all
further obligations hereunder, except as otherwise expressly set forth herein.
ARTICLE VIII. ASSIGNMENT, LEASES, AND TRANSFERS.
8.1 Transfer bv Tenant. Tenant shall not enter into, consent to, or permit any Transfer, as hereinafter
defined, without the prior written consent of Landlord in each instance, which consent may not be unreasonably
wihheld. For purposes of this Lease, "Transfer" means an assignment of this Lease in whole or in part; a
sublease of all or any part of the Premises; any transaction whereby the rights of Tenant under this Lease or to
the Premises are transferred to another; any mortgage or encumbrance of this Lease or the Premises or any part
thereof or other arrangement under which either this Lease or the Premises become security for any
indebtedness or other obligations; and if Tenant is a corporation or a partnership, the transfer of a controlling
interest (greater than 50%) in the stock of the corporation or partnership interests, as applicable provided
transfers to family members and transfers to third parties of less than 50% of the stock of the Tenant are
permitted without Landlord consent. lf there is a permitted Transfer, Landlord may collect rent or other payments
from the transferee and apply the net amount collected to the rent or other payments required to be paid pursuant
to this Lease but no acceptance by Landlord of any payments by a transferee shall be deemed a waiver of any
provisions hereof regarding Tenant. Notwithstanding any Transfer, Tenant shall not be released from any of its
obligations under this Lease. Landlord's consent to any Transfer shall be subject to the further condition that if the
Minimum Rent and additional rent pursuant to such Transfer exceeds the Minimum Rent and additional rent
payable under this Lease, the amount of such excess shall be paid to Landlord. lf, pursuant to a permitted
Transfer, Tenant receives from the transferee, either directly or indirectly, any consideration other than Minimum
Rent and additional rent for such Transfer, either in the form of cash, goods, or services, Tenant shall, upon
receipt thereof, pay to Landlord an amount equivalent to such consideration. Landlord acknowledges that any
proceeds received in connection with the sale of Tenant's business (which sale shall include a corresponding
assignment of this Lease) shall belong exclusively to the Tenant and/or its principals).
ARTICLE IX. DEFAULT.
9.1 Defaults. A default by Tenant shall be deemed to have occurred hereunder, if and whenever:
(i) any Minimum Rent is not paid within 5 days from notice or demand for payment has been made by Landlord;
(ii) any other additional rent is in arrears and is not paid within five (5) days after written demand by Landlord;
(iii) Tenant has breached any of its obligations in this Lease (other than the payment of rent) and Tenant fails to
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remedy such breach within thirty (30) days (or such shorter period as may be provided in this Lease), or if such
breach cannot reasonably be remedied within thirty (30) days (or such shorter period), then if Tenant fails to
immediately commence to remedy and thereafter proceed diligently to remedy such breach, in each case after
notice in writing from Landlord; (iv)Tenant becomes bankrupt or insolvent; (v) any of Landlord's policies of
insurance with respect to the Retail Space are canceled or adversely changed as a result of Tenant's use or
occupancy of the Premises; or (vi)the business operated by Tenant in the Premises shall be closed by
governmental or court order for any reason.
9.2 Remedies. ln the event of any default hereunder by Tenant, then without prejudice to any other
rights which it has pursuant to this Lease or at law or in equity, Landlord shall have the following rights and
remedies, which are cumulative and not alternative:
(A) Landlord may cancel this Lease by notice to Tenant and retake possession of the
Premises for Landlord's account, or may terminate Tenant's right to possession of the Premises without
terminating this Lease. ln either event, Tenant shall then quit and surrender the Premises to Landlord. lf Landlord
terminates Tenant's right to possession of the Premises without terminating this Lease, Tenant's liability under all
of the provisions of this Lease shall continue notwithstanding any expiration and surrender, or any re-entry,
repossession, or disposition hereunder.
(B) Landlord may enter the Premises as agent of Tenant to take possession of any property
of Tenant on the Premises, to store such property at the expense and risk of Tenant or to sell or otherwise
dispose of such property in such manner as Landlord may see fit without notice to Tenant. Re-entry and removal
may be effectuated by summary dispossess proceedings, by any suitable action or proceeding, or othenruise.
Landlord shall not be liable in any way in connection with its actions pursuant to this section, to the extent that its
actions are in accordance with law.
(C) lf Landlord terminates Tenant's right to possession of the Premises without terminating
this Lease under subsection (A) above, Tenant shall remain liable (in addition to accrued liabilities) to the extent
legally permissible for all rent and all of the charges Tenant would have been required to pay until the date this
Lease would have expired had such cancellation not occurred. Tenant's liability for rent shall continue
notwithstanding re-entry or repossession of the Premises by Landlord. ln addition to the foregoing, Tenant shall
pay to Landlord such sums as the court which has jurisdiction thereover may adjudge as reasonable attorneys'
fees with respect to any successful lawsuit or action instituted by Landlord to enforce the provisions of this Lease.
(D) Landlord may relet all or any part of the Premises for all or any part of the unexpired
portion of the Term of this Lease or for any longer period, and may accept any rent then attainable; grant any
concessions of rent, and agree to paint or make any special repairs, alterations, and decorations for any new
tenant as it may deem advisable in its sole and absolute discretion. Landlord shall be under no obligation to relet
or to attempt to relet the Premises, except as expressly set forth below.
(E) lf Landlord terminates Tenant's right to possession of the Premises without terminating
this Lease under subsection (A) above, and Landlord so elects, the rent hereunder shall be accelerated and
Tenant shall pay Landlord damages in the amount of any and all sums which would have been due for the
remainder of the Term (reduced to present value using a discount factor equal to the stated prime lending rate on
the date of Tenant's default by Landlord's then existing mortgagee or, if there is no mortgagee, by Citibank, N.A.,
New York). Prior to or following payment in full by Tenant of such discounted sum promptly upon demand,
Landlord shall use good faith efforts to relet the Premises. lf Landlord receives consideration as a result of a
reletting of the Premises relating to the same time period for which Tenant has paid accelerated rent, such
consideration actually received by Landlord, less any and all of Landlord 's cost of repairs, alterations, additions,
redecorating, and other expenses in connection with such reletting of the Premises, shall be a credit against such
discounted sum, and such discounted sum shall be reduced if not yet paid by Tenant as called for herein, or if
Tenant has paid such discounted sum, such credited amount shall be repaid to Tenant by Landlord (provided said
credit shall not exceed the accelerated amount).
(F) Landlord may remedy or attempt to remedy any default of Tenant under this Lease for the
account of Tenant and to enter upon the Premises for such purposes. No notice of Landlord's intention to perform
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such covenants need be given Tenant unless expressly required by this Lease. Landlord shall not be liable to
Tenant for any loss or damage caused by the reasonable acts of Landlord in remedying or attempting to remedy
such default and Tenant shall pay to Landlord all expenses incurred by Landlord in connection with remedying or
attempting to remedy such default. Any expenses incurred by Landlord shall accrue interest from the date of
payment by Landlord until repaid by Tenant at the highest rate permitted by law.
9.3 Costs. Tenant shall pay to Landlord on demand all costs incurred by Landlord, including attorneys'
fees and costs at all tribunal levels, incurred by Landlord in enforcing any of the obligations of Tenant under this
Lease. ln addition, upon any default by Tenant, Tenant shall be also liable to Landlord for the expenses to which
Landlord may be put in re-entering the Premises; repossessing the Premises; painting, altering, or dividing the
Premises; combining the Premises with an adjacent space for any new tenant; putting the Premises in proper
repair; protecting and preserving the Premises by placing watchmen and caretakers therein; reletting the
Premises (including attorneys' fees and disbursements, marshall's fees, and brokerage fees, in so doing); and
any other expenses reasonably incurred by Landlord.
9.4 Additional Remedies, Waiver. The rights and remedies of Landlord set forth herein shall be in
addition to any other right and remedy now and hereinafter provided by law. All rights and remedies shall be
cumulative and non-exclusive of each other. No delay or omission by Landlord in exercising a right or remedy
shall exhaust or impair the same or constitute a waiver of, or acquiescence to, a default.
9.5 Default by Landlord. ln the event of any default by Landlord, Tenant's exclusive remedy shall be
an action for damages or injunction, but prior to any such action Tenant will give Landlord written notice specifying
such default with particularity, and Landlord shall have a period of thirty (30) days following the date of such notice
in which to cure such default (provided, however, that if such default reasonably requires more than thirty (30)
days to cure, Landlord shall have a reasonable time to cure such default, provided Landlord commences to cure
within such thirty (30) day period and thereafter diligently prosecutes such cure to completion). Notwithstanding
any provision of this Lease, Landlord shall not at any time have any personal liability under this Lease. ln the
event of any breach or default by Landlord of any term or provision of this Lease, Tenant agrees to look solely to
the equity or interest then-owned by Landlord in the Retail Space, and in no event shall any deficiency judgment
be sought or obtained against Landlord. lt is expressly understood that the obligations of Landlord under this
Lease are solely corporate obligations, and that, except for conversion, fraud, or willful misconduct, no personal
liability will attach to, or is or shall be incurred by, the incorporators, stockholders, officers, directors, or
employees, as such, of the Landlord, or of any successor corporation, or any of them, under or by reason of the
obligations, covenants, or agreements of Landlord contained in this Lease or implied therefrom; and, except for
conversion, fraud, or willful misconduct, that any and all such personal liability, either at common law or in equityor by constitution or statute, of, and any and all such rights and claims against, every such incorporatoi,
stockholder, otficer, director, or employee, as such, or under or by reason of the obligations, covenants or
agreements contained in this Lease or implied therefrom are expressly waived and released as a condition of,
and as a consideration for, the execution of this Lease.
ARTICLE X. ESTOPPEL CERTIFICATE: SUBORD|NAT|ON.
10.1 Estoppel Certificate. Within ten (10) days after written request by Landlord, Tenant shall detiver in
a form supplied by Landlord, an estoppel certificate to Landlord as to the status of this Lease, including whether
this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full
force and effect as modified and identifying the modification agreements); the amount of Minimum Rent and
additional rent then being paid and the dates to which same have been paid; whether or not there is any existing
or alleged default by either party with respect to which a notice of default has been served, or any facts exist
which, with the passing of time or giving of notice, would constitute a default and, if there is any such default or
facts, specifying the nature and extent thereof; and any other matters pertaining to this Lease as to which
Landlord shall request such certificate. Landlord, and any prospective purchaser, lender, or ground lessor shall
have the right to rely on such certificate.
10.2 Subordination: Attornment. This Lease and all rights of Tenant shall be subject and subordinate
to any and all mortgages, security agreements, or like instruments resulting from any financing, refinancing, or
collateral financing (including renewals or extensions thereof), and to any and all ground leases, made or
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arranged by Landlord of its interests in all or any part of the Retail Space, from time to time in existence against
the Retail Space, whether now existing or hereafter created. Such subordination shall not require any further
instrument to evidence such subordination. However, on request, Tenant shall further evidence its agreement to
subordinate this Lease and its rights under this Lease to any and all documents and to all advances made under
such documents. The form of such subordination shall be made as required by Landlord, its lender, ground
lessor, the City. Tenant shall, if requested by Landlord, or a mortgagee, owner, or purchaser, or by any person
succeeding to the interest of such mortgagee, owner, or purchaser, as the result of the enforcement of the
remedies provided by law or the applicable instrument held by Landlord, such mortgagee, owner, or purchaser,
automatically attorn to and become the tenant of Landlord or any such mortgagee, owner, purchaser, or
successor-in-interest, without any change in the terms or other provisions of this Lease; provided, however, that
Landlord, said mortgagee, owner, purchaser, or successor shall not be bound by (a)any payment of rent or
additional rent for more than one (1) month in advance, or (b) any security deposit or the like not actually received
by Landlord, such mortgagee, owner, or purchaser, or successor, or (c)any amendment or modification in this
Lease made without the consent of Landlord, such mortgagee, owner, purchaser, or successor, or (d) any
construction obligation, free rent, or other concession or monetary allowance, or (e) any set-off, counterclaim, or
the like otheruvise available against Landlord, or (f) any act or omission of any prior landlord (including Landlord).
Upon request by Landlord, said mortgagee, owner, or purchaser, or successor, Tenant shall execute and deliver
an instrument or instruments confirming its attornment.
Notwithstanding the foregoing, any such subordination of this Lease shall be conditioned on the Landlord
obtaining a nondisturbance agreement in favor of Tenant from all mortgagees and ground lessors regarding any
financings or overleases entered into by Landlord with respect to the Retail Space, and no subordination shall be
effective without a correspond i n g nond istu rbance ag reement.
ARTICLE XI. CONTROL OF RETAIL SPACE BY LANDLORD.
11.1 Use and Maintenance of Common Areas. Tenant and those doing business with Tenant for
purposes associated with Tenant's business on the Premises, shall have a non-exclusive license to use the
common areas for their intended purposes during normal business hours in common with others entitled thereto
and subject to any rules and regulations imposed by Landlord. Landlord shall use reasonable efforts to keep the
common areas in good repair and condition and shall clean the common areas when necessary. Tenant
acknowledges that any common areas of the Retail Space shall at all times be under the exclusive control and
management of Landlord. For purposes of this Lease, "common areas" shall mean those areas, facilities, utilities,
improvements, equipment, and installations of the Retail Space which serve or are for the benefit of tenants of
more than one component of the Retail Space and which are not designated or intended by Landlord to be leased,
from time to time, or which are provided or designated from time to time by Landlord and/or the City for the benefit
or use of all tenants in the Retail Space, their employees, customers, and invitees, in common with others entitled
to the use or benefit of same. Tenant acknowledges that the Garage portion of the Facility is not a part of the
Retail Space, and that Tenant has no right or license to use the Garage pursuant to this Lease. Any use by
Tenant or its invitees of the Garage is subject to the rules and regulations in connection therewith imposed by
Landlord (or successor owner) and/or the operator of the Garage. No portion of the garage is under Landlord's
control or supervision, and Landlord shall not be liable for any damage to automobiles of any nature whatsoever
to, or any theft of, automobiles or other vehicles or the contents thereof, while in or about the Garage.
11.2 Alterations bv Landlord. Landlord and/or the City may (but shall not be obligated to) (i) atter, add
to, subtract from, construct improvements on, re-arrange, and construct additional facilities in, adjoining, or
proximate to the Retail Space; (ii) relocate the facilities and improvements in or comprising the Retail Space or
erected on the Land; (iii) do such things on or in the Retail Space as required to comply with any laws, by-laws,
regulations, orders, or directives affecting the Land or any part of the Retail Space; and (iv) do such other things
on or in the Retail Space as Landlord and/or the City, in the use of good business judgment determines to be
advisable, provided that notwithstanding anything contained in this section 11.2, access to the Premises shall be
available at all times. Landlord shall not be in breach of its covenants for quiet enjoyment or liable for any loss,
costs, or damages, whether direct or indirect, incurred by Tenant due to any of the foregoing; provided, Landlord
shall exercise its rights under this section in a manner so as to minimize any disruption or interference with the
operation of Tenant's business and property.
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ARTICLE XII. CONDEMNATION.
12.1 Total or Partial Takinq. lf the whole of the Premises, or such portion thereof as will make the
Premises unusable for the purposes leased hereunder, shall be taken by any public authority under the power of
eminent domain or sold to public authority under threat or in lieu of such taking, the Term shall cease as of the
day possession or title shall be taken by such public authority, whichever is earlier ("Taking Date"), whereupon
the rent and all other charges shall be paid up to the Taking Date with a proportionate refund by Landlord of any
rent and all other charges paid for a period subsequent to the Taking Date. lf less than the whole of the
Premises, or less than such portion thereof as will make the Premises unusable for the purposes leased
hereunder, the Term shall cease only as to the part so taken as of the Taking Date, and Tenant shall pay rent and
other charges up to the Taking Date, with appropriate credit by Landlord (toward the next installment of rent due
from Tenant) of any rent or charges paid for a period subsequent to the Taking Date. Minimum Rent and other
charges payable to Landlord shall be reduced in proportion to the amount of the Premises taken.
12.2 Award. All compensation awarded or paid upon a total or partial taking of the Premises or Retail
Space including the value of the leasehold estate created hereby shall belong to and be the property of Landlord
without any participation by Tenant; Tenant shall have no claim to any such award based on Tenant's leasehold
interest. However, nothing contained herein shall be construed to preclude Tenant, at its cost, from
independently prosecuting any claim directly against the condemning authority in such condemnation proceeding
for damage to, or cost of removal of, stock, trade fixtures, furniture, and other personal property belonging to
Tenant and for Tenant's moving expenses; provided, however, that no such claim shall diminish or otherwise
adversely affect Landlord's award or the award of any mortgagee.
ARTICLE XIII. PROMOTION.
13.1 Promotional Fund: Merchants' Association. lntentionally Omitted.
ARTICLE XIV. GENERAL PROVISIONS.
14.1 Delav. Whenever a period of time is herein prescribed for the taking of any action by Landlord or
Tenant, as applicable, Landlord or Tenant, as applicable, shall not be liable or responsible for, and there shall be
excluded from the computation of such period of time, any delays due to strikes, riots, acts of God, shortages of
labor or materials, war, or governmental laws, regulations, or restrictions in the nature of a prohibition or
moratorium, or any bona fide delay beyond the reasonable control of Landlord or Tenant, as applicable. The
foregoing shall not apply to any payments of money due under this Lease.
14.2 Holdinq Over. lf Tenant remains in possession of the Premises after the end of the Term without
having executed and delivered a new lease or an agreement extending the Term, there shall be no tacit renewal
of this Lease or the Term, and Tenant shall be deemed to be occupying the Premises as a Tenant from month to
month at a monthly Minimum Rent payable in advance on the first day of each month equal to twice the monthly
amount of Minimum Rent payable during the last month of the Term, and otherwise upon the same terms as are
set forth in this Lease, so far as they are applicable to a monthly tenancy.
14.3 Waiver: Partial lnvalidity. lf Landlord excuses or condones any default by Tenant of any
obligation under this Lease, this shall not be a waiver of such obligation in respect of any continuing or
subsequent default and no such waiver shall be implied. All of the provisions of this Lease are to be construed as
covenants even though not expressed as such. lf any provision of this Lease is held or rendered illegal or
unenforceable it shall be considered separate and severable from this Lease and the remaining provisions of this
Lease shall remain in force and bind the parties as though the illegal or unenforceable provision had never been
included in this Lease.
14.4 Recordinq. Neither Tenant nor anyone claiming under Tenant shall record this Lease or any
memorandum hereof in any public records without the prior written consent of Landlord.
14
874
14.5 Financial Records. Landlord shall have the right to periodically review Tenant's financial records
and statement of operations no more than once per year.
14.6 Notices. Any notice, consent, or other instrument required or permitted to be given under this
Lease shall be in writing and shall be delivered in person, or sent by certified mail, return receipt requested, or
overnight express mail courier, postage prepaid, addressed (i) if to Landlord, at the address set forth in the Lease
Summary; and (ii) if to Tenant, at the Premises or, prior to Tenant 's occupancy of the Premises, at the address
set forth on the Lease Summary, with a copy to Training Camp, lnc. at 25 West 45th Street, New York, Ny 10036.
Any such notice or other instruments shall be deemed to have been given and received on the day upon which
personal delivery is made or, if mailed, then forty-eight (48) hours following the date of mailing. Either party may
give notice to the other of any change of address and after the giving of such notice, the address therein specified
is deemed to be the address of such party for the giving of notices. lf postal service is interrupted or substantially
delayed, all notices or other instruments shall be delivered in person or by overnight express mailcourier.
14.7 Successors: Joint and Several Liabilitv. The rights and liabilities created by this Lease extend to
and bind the successors and assigns of Landlord and the heirs, executors, administrators, and permitted
successors and assigns of Tenant. No rights, however, shall inure to the benefit of any transferee unless such
Transfer complies with the provisions of Article Vlll. lf there is at any time more than one Tenant or more than
one person constituting Tenant, their covenants shall be considered to be joint and several and shall apply to
each and every one of them.
14.8 Captions and Section Numbers. The captions, section numbers, article numbers, and table of
contents appearing in this Lease are inserted only as a matter of convenience and in no way affect the substance
of this Lease.
14.9 Extended Meaninos. The words "hereof," "hereto," "hereunder," and similar expressions used in
this Lease relate to the whole of this Lease and not only to the provisions in which such expressions appear. This
Lease shall be read with all changes in number and gender as may be appropriate or required by the context.
Any reference to Tenant includes, when the context allows, the employees, agents, invitees, and licensees of
Tenant and all others over whom Tenant might reasonably be expected to exercise control. This Lease has been
fully reviewed and negotiated by each party and their counsel and shall not be more strictly construed against
either party.
14.10 Entire Aqreement: Governinq Law: Time. This Lease and the Exhibits and Riders, if any,
attached hereto are incorporated herein and set forth the entire agreement between Landlord and Tenant
concerning the Premises and there are no other agreements or understandings between them. This Lease and
its Exhibits and Riders may not be modified except by agreement in writing executed by Landlord and Tenant.
This Lease shall be construed in accordance with and governed by the laws of the State of Florida. Time is of the
essence of this Lease.
14.11 No Partnership. The parties hereby acknowledge that it is not their intention under this Lease to
create between themselves a partnership, joint venture, tenancy-in-common, joint tenancy, co-ownership, or
agency relationship. Accordingly, notwithstanding any expressions or provisions contained herein, nothing in this
Lease, whether based on the calculation of rental or otherwise, shall be construed or deemed to create, or to
express an intent to create, a partnership, joint venture, tenancy-in-common, joint tenancy, co-ownership or
agency relationship of any kind or nature whatsoever between the parties hereto. The provisions of this section
shall survive expiration of the Term.
14.12 Quiet Eniovment. lf Tenant pays rent and other charges and fully observes and performs all of its
obligations under this Lease, Tenant shall be entitled to peaceful and quiet enjoyment of the premises for the
Term without interruption or interference by Landlord or any person claiming through Landlord.
14.13 Brokeraqe. Landlord and Tenant each represent and warrant one to the other that except as set
forth in the Lease Summary, neither of them has employed any broker in connection with the negotiations of the
terms of this Lease or the execution thereof. Landlord and Tenant hereby agree to indemnify and to hold each
15
875
other harmless against any loss, expense, or liability with respect to any claims for commissions or brokerage
fees arising from or out of any breach of the foregoing representation and warranty. Landlord recognizes the
broker(s) specified in the Lease Summary as the sole broker(s) with whom Landlord has dealt in this transaction
and agrees to pay any commissions determined to be due said broker(s).
14.14 Radon Notice. Chapter 88-285, Laws of Florida, requires the following notice to be provided with
respect to the contract for sale and purchase of any building, or a rental agreement for any building:
"RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding
radon and radon testing may be obtained from your county public health unit.
14.15 Execution. This Lease has been submitted for discussion purposes only and shall not be
deemed an otfer by either party to the other to enter into this Lease unless and until this Lease shall have been
executed by both parties, indicating their acceptance of the terms and conditions contained herein.
14.16 PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSTYRENE FOOD
SERVICE ARTICLES OR PLASTIC STRAWS. Pursuant to Section 82-7 ol the City Code, as may be amended
from time to time, effective August 2,2014, the City has prohibited the use of expanded polystyrene food service
articles by City Contractors, in connection with any City contract, lease, concession agreement or Special event
permit. Additionally, pursuant to Section 82-385 of the City Code, as may be amended from time to time, no
polystyrene food service articles will be allowed in the right-of-way, and no polystyrene food service articles can
be provided to sidewalk caf6 patrons.
Expanded polystyrene is a petroleum byproduct commonly known as Styrofoam. Expanded polystyrene is more
particularly defined as blown polystyrene and expanded and extruded foams that are thermoplastic petrochemical
materials utilizing a styrene monomer and processed by any number of techniques including, but not limited to,
fusion of polymer spheres (expandable bead foam), injection molding, foam molding, and extrusion-blown
molding (extruded foam polystyrene).
Expanded polystyrene food service afticles means plates, bowls, cups, containers, lids, trays, coolers, ice chests,
and all similar articles that consist of expanded polystyrene.
Tenant agrees not to sell, use, provide food in, or offer the use of expanded polystyrene food service articles at
the Premises or in connection with this Lease. Tenant shall ensure that all vendors operating in the Premises
abide by the restrictions contained in this Section 14.16. A violation of this Section shall be deemed a default
under the terms of this Lease. This subsection shall not apply to expanded polystyrene food service articles used
for prepackaged food that have been filled and sealed prior to receipt by the Tenant or its vendors.
Additionally, Tenant agrees to comply (and ensure compliance by its vendors) with Section 46-92 (c) of the City
Code, which states that it is unlavvful for any person to carry g4y expanded polystyrene product onto any beach or
into any park within the City or for any business to provide plastic straws with the service or delivery of any
beverage to patrons on the beach.
14.17 TRIAL BY JURY. LANDLORD AND TENANT EACH HEREBY WAIVES ITS RIGHT TO A JURY
TRIAL OF ANY ISSUE OR CONTROVERSY ARISING UNDER THIS LEASE.
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876
EXECUTED as of the day and year first above written.
ATTEST: LANDLoRD:
MIAMI BEACH REDEVELOPMENT AGENCY, a pubtic
body corporate and politic
SECRETARY CHAIRMAN
(Print Name)
ATTEST:TENANT:
CUBICHE 105, LLC
(Print Name)
(Print Name)
By:
By:
17
877
EXHIBIT ''A"
Legal Description
Lots 8, 9, 10, 11,12 and 13, Block 57, Fisher's First Subdivision of Alton Beach, according to the Plat thereof, as
recorded in Plat Book 2, Page77 of the Public Records of Dade County, Florida, togetherwith all of 16th Street
(Avenue "C"), less and except the following described parcel:
BEGINNING at the Southwest corner of Block 54 of said Fisher's First Subdivision of Alton Beach Plat; thence
North 88' 0' 53" East along the South line of said Block 54, a distance of 443.08 feet, to the Southeast corner of
said Block 54; thence South 07" 35' 04" West, a distance of 96.26 feet, to a point of cusp with a tangent curve
concave to the Southwest; thence along the arc of said curve to the left, having a radius of 25.00 feet and a
central angel of 90' 00' 00", an arc distance of 39.27 feet, to a point of tangency; thence North 82' 24' 52" West, a
distance of 24.75 feet; thence South 88" 00' 53" West along a line 8.00 feet North of and parallel with, as
measured at right angles to the North line of Block 57 of said plat, a distance of 382.18 feet to a point on the
Easterly Right-of-Way line of Washington Avenue; thence North 01'59'11" West along said Easterly
Right-of-Way line, a distance of 62.00 feet to the Southwest corner of said Block 54 and the Point of beginning.
Said lands lying and being in the City of Miami Beach and containing 65,910 square feet (1.5131 Acres) more or
less-
Cubiche 105 (OMFT Lease 6-2-2015)
878
EXHIBIT ''8"
Site Plan of Retail Space and Location of Premises
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EXHIBIT ''C''
RULES AND REGULATIONS
1, Securitv. Landlord may from time to time adopt appropriate systems and procedures for the
security or safety of the Retail Space, any persons occupying, using, or entering the same, or any equipment,
furnishings, or contents thereof, and Tenant shall comply with Landlord's reasonable requirements relative
thereto.
2. Return of Kevs. At the end of the Term, Tenant shall promptly return to Landlord all keys for the
Retail Space and Premises which are in the possession of Tenant. ln the event any Tenant fails to return keys,
Landlord may retain $100.00 of Tenant's security deposit for locksmith work and administration.
3. Repair. Maintenance. Alterations, and lmprovements. Tenant shall carry out Tenant's repair,
maintenance, alterations, and improvements in the Premises only during times agreed to in advance by Landlord
and in a manner which will not interfere with the rights of other Tenant's in the Retail Space.
4. Water Fixtures. Tenant shall not use water fixtures for any purpose for which they are not
intended, nor shall water be wasted by tampering with such fixtures. Any cost or damage resulting from such
misuse by Tenant shall be paid for by Tenant.
5. Personal Use of Premises. The Premises shall not be used or
residential, lodging, or sleeping purposes or for the storage of personal effects or
business purposes.
permitted to be used for
property not required for
6. Heavy Articles. Tenant shall not place in or move about the Premises without Landlord's prior
written consent any safe or other heavy article which in Landlord's reasonable opinion may damage the Premises,
and Landlord may designate the location of any such heavy articles in the Premises.
7. Bicvcles. Animals. Tenant shall not bring any animals or birds into the Retail Space, and shall not
permit bicycles or other vehicles inside or on the sidewalks outside the Retail Space except in areas designated
from time to time by Landlord for such purposes.
8. Deliveries. Tenant shall ensure that deliveries of supplies, fixtures, equipment, furnishings, wares,
and merchandise to the Premises are made through such entrances, elevators, and corridors and at such times
as may from time to time be designated by Landlord, and shall promptly pay or cause to be paid to Landlord the
cost of repairing any damage in the Retail Space caused by any person making improper deliveries.
9. Solicitations. Landlord reserves the right to restrict or prohibit canvassing, soliciting, or peddling in
the RetailSpace.
10. Food and Beveraqes. Only persons approved from time to time by Landlord may prepare, solicit
orders for, sell, serve, or distribute foods or beverages in the Retail Space, or use the common areas for any such
purpose. Except with Landlord's prior written consent and in accordance with arrangements approved by
Landlord, Tenant shall not permit on the Premises the use of equipment for dispensing food or beverages or for
the preparation, solicitation of orders for, sale, serving, or distribution of food or beverages.
11. Refuse. Tenant shall place all refuse in proper receptacles provided by Tenant at its expense in
the Premises or in receptacles (if any) provided by Landlord for the Retail Space, and shall keep sidewalks and
driveways outside the Retail Space, and lobbies, corridors, stairwells, ducts, and shafts of the Retail Space, free
of all refuse.
12. Obstructions. Tenant shall not obstruct or place anything in or on the sidewalks or driveways
outside the Retail Space or in the lobbies, corridors, stairwells, or other common areas, or use such locations for
880
any purpose except access to and exit from the Premises without Landlord's prior written consent. Landlord may
remove at Tenant's expense any such obstruction or thing caused or placed by Tenant (and unauthorized by
Landlord) without notice or obligation to Tenant.
13. Proper Conduct. Tenant shall not conduct itself in any manner which is inconsistent with the
character of the Retail Space as a first quality retail center or which will impair the comfort and convenience of
other Tenant's in the Retail Space.
14. Emplovees, Aoents, and lnvitees. ln these Rules and Regulations, "Tenant" includes
employees, agents, invitees, and licensees of Tenant and others permitted by Tenant to use or occupy
Premises.
15. Pest Control. ln order to maintain satisfactory and uniform pest control throughout the Retail
Space, Tenant shall engage for its own Premises and at its sole cost, a qualified pest extermination contractor
either designated or approved by Landlord, who shall perform pest control and extermination services in the
Premises at such intervals as reasonably required or as may be directed by Landlord.
the
the
881
EXHIBIT "D"
Prohibited Uses
1. ln no event may the primary business at the Premises be a cocktail lounge.
2. ln no event may the primary business at the Premises be the sale of clothing sold under the following
brand names: Dolce & Gabbana; Versace Jeans Couture; B.C.B.G.; Diesel; Replay; Polo Sport; Polo Jeans; and
Ralph Lauren; and shoes sold under the following brand names: Charles David, Calvin Klein; Kenneth Cole;
SoHo Shoes; Via Spiga; and Milano.
3. ln no event may the primary business at the Premises engage in the sale of custom or designer
jewelry.
4. ln no event may the primary business at the Premises engage in the sale of swimwear, beach attire or
related accessories.
5. ln no event may the primary business at the Premises be the sale of athletic and/or other types of
sporting footwear, retail apparel and related general merchandise.
882
EXHIBIT ''E"
Landlord's Signage Criteria
Tenant Sign Standards - 16th Street and Washington Avenue Frontages
Tenant signage is to be located in the 6'-0" wide transom panel above the entrance doors to each space.
One 15amp 1 1Ovolt AC electrical circuit has been provided at the designated sign location above the entrance
doors for illuminated tenant signage. The area of the sign shall not exceed twenty (20) square feet.
Three (3) tubular aluminum mounting rails are provided on the transom framing, in front of the glass line. The
tenant sign shall mount to the rails and shall be composed of individual letters, symbols, or decorative elements.
The individual letters are encouraged to be neon illuminated.
No box signs are allowed so as to maintain maximum transparency of the storefront line.
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883
Receiving Door Signs
Each store shall have a sign identifying their receiving door, adjacent to the Iatch side of the their door.
Tenant shall provide acid etched aluminum panel with blind studs, silicone cemented to the wall at 5'-O"
above the finished floor. Tenant name copy shall be acid-etched and paint filled.
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TENANT NAME
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884
Exhibit F
885
l/lA,/",,1, i BTACH
PLANNING DEPARTMENT
Jimmy L. Morales, City Manager
Thomas R. Mooney, AIC
Planning Director
June 10.2015
Analysis of Proposed Lease Agreement between the tiami Beach
Redevelopment Agency and Gubiche r05 for suite nos. i-3 at the Anchor
Shops, located at {5SSWashington Avenue.
BACKGROUND
Section 82-fi of tfie Code of the City of Miami Beach requires that any proposed sate orlease of City-orrned Q{ be analyzed from a planning perspedive so that the City
Commission ard the public are fully apprised of att conditions relatirg to the proposed sale
or lease.
The proposal b to ex-egr{e a lease agreement between the Miami Beach Redevelopment
Agency (landlord) and Cubiche 105, LLC (tenant), for the use of suite nos. 1-3 at the Anchor
Shops, located at 1555 Washington Avenue. The proposed use for the suites is for a
restaurant. The following is an analysis based on the criteria detineated in the Code.
ANALYSIS
1- Whe0ter or not the proposed use b in keeping with city goals and objectives
and eonforms to0re city comprehensive plan.
Consietent - The futurc land use desQnation of the site is Parking (p). The
proposed use of the suiles is consistent with the Parking designation w[ich pennits
the following:
Wdng (P)
Purpse: to provde developnent oppofiunities for existing and new paking
facilities. Uses which may be permitted; Parking facilities and commercial
uses when l@atd on Mage opposite a tand use category that pemits
commedaluse-
The site is located on a frontage that is opposite of sites designated fediumlnbnsity Cornmercial Ga@ory (GD-2), which allons for co-mrnercial uses,
therefore commercial uses are allowed within the subject site.
COMMISSION MEMORANDUM
FROM:
DATE:
SUBJECT:
886
2.
Analysis of Proposed Lease Agreement for suite nos. 1-3 at the Anchor Shops
June 10,2015
Page 2 of 3
The impact on adjacent property, including the potential positive or negative
impacts such as diminution of open space, increased traffic, noise level or
enhanced property values, improved development patterns and provision of
necessary services. Based on the proposed use of the property, the city shall
determine the potential impact of the propct on city utilities and other
infrastructure needs and the magnitude of costs assocaated with needed
infrastructure improvements. Should it become apparent that further
evaluation of traffic impact is needed, the proponent shall be responsible for
obtaining a traflic impact analysis from a reputable traffic engineer.
Consistent - No negative impacts are anticipated by the proposal, as the use of the
property will not change, since the suites are cunently being leased to a restaurant
tenant. An additional concurency review will take place should the tenant require a
building permit for any modifications that they may be making to the space.
A determination as to whether or not the proposed use is in keeping with a
public purpose and community needs, such as erpanding the city's revenue
base, crcating jobs, creating a significant nevenue stream, and improving the
communig/s overall quality of life.
Consistent - This proposed use does keep with the public purpose and community
needs. The lease agreement expands the City's revenue base, the proposed
restaurant will generate jobs, and will encourage economic development along
Washington Avenue.
A determination as to whether or not the development is in keeping with the
surrounding neighborhood, will block views ot create environmental
intnrsions, and evaluation of the design and aesthetic considerations of the
proiect
Consistent - The sunounding neighborhood will not be negatively affected, as no
additional structures will be constructed as a result of this lease agreement. The
tenant will be located in an existing struc.ture.
The impact on adiacent properties, whether or not there is adequate parking,
street and inftastructurc needs.
Consistent - The impad on adjacent properties should be minimal. The suites are
located within a public parking garage; therefore there is adequate parking to serve
the business.
6. Such other iesues as the city manager or his authorized designee, who shall
be the cityrs planning director, may deem appropriate in analysis of the
proposed disposition.
Not applicable - The Planning Department has no other issues it deems
We ore cqnntlled to provtdng excelleol pubhc servce ond solely to oll who live, work, ond ploy n our wbronl, ltopicol, histonc community.
3.
1.
5.
887
Analysis d Propod Lease Agreement fq suite nos. 1-3 at the Anchor shops
June 10,2015
Page 3 of 3
appropriate to analyze for this propcal.
coilGLUStOil
The proposed use for the site is consistent wilh the Goals, Objedives, and Policies. The
use will generate no negative impacts for the sunoundirg area. The property would
continue to senre the public interest.
TRM'RAil
T:nGEMlAU015\!ure\TCED11555 Washington Auenue - New Lease Agreementus6s Washington Avenue - planning
Analrri$ (Cl()'rs).docx
We ore comnilled to pronding excellenl pubirc servtce ond sofet'y k: ol! who live work. ond pioy in ou vtbront. troptcol. histonc conmunily
888
RESOLUTION NO.
A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY (RDA), ACCEPTING THE
RECOMMENDATION OF THE CITY'S FINANCE AND CITYWIDE PROJECTS
COMMITTEE, ON FIRST READING OF THIS RESOLUTION, AND APPROVING,
BY 6/7TH VOTE, A LEASE AGREEMENT BETWEEN THE RDA (LANDLORD)
AND CUBICHE 105, LLC (TENANT), tN CONNECTTON W|TH THE USE OF SUTTE
NOS. 1.3 AT THE ANCHOR SHOPS, LOCATED AT 1555 WASHINGTON
AVENUE, MtAMt BEACH, FLORTDA (PREM!SES), FOR A TERM OF N|NE (9)
YEARS AND THREE HUNDRED AND SIXTY FOUR (364) DAYS FROM RENT
GoMMENCEMENT, WITH TWO (2) RENEWAL OPTIONS, FOR FIVE (5) YEARS
EACH; FURTHER WAIVING, By 5/7rH VOTE, THE COMPETITIVE BIDDING
REQUIREMENT tN SECTTON 82-39(A) OF THE CITY CODE, FTNDING SUCH
WAIVER TO BE !N THE BEST INTEREST OF THE CIW/RDA; REFERRING THE
PROPOSED LEASE TO THE PLANNING BOARD, FOR REVIEW AND
APPROVAL, AS REQUIRED PURSUANT TO SECTTON 1.03(BX4) OF THE CtTy
CHARTER, AND SETTING A PUBLIC HEARING, AS REQUIRED PURSUANT TO
sEcTtoN 82-37lAl(2) OF THE ClTy CODE, FOR SECOND (AND FINAL)
READING AND PUBLIC HEARING.
WHEREAS, the Miami Beach Redevelopment Agency (RDA) and BBQ Beach, lnc. (BBQ
Beach) were parties to a retail lease dated March 1, 2006, tor 6,217 square feet of restaurant
space, located at 1555 Washington Avenue, Suites 1-3, Miami Beach, Florida 33139 (Premises),
fora period of ten (10) years, commencing March 1,2006 and ending February 29,2016, with one
(1) renewal option for an additionalten (10) years; and
WHEREAS, on April 13,2015, the RDA and BBQ Beach entered into a Settlement Agreement
and Release whereby BBQ Beach agreed to various terms and conditions, including relinquishing
possession of the Premises, and payment arrangements for back rent for the period ending
February 28,2015, in the amount of $137,776.00; and
WHEREAS, the Administration secured a fair market rental appraisal and thereafter marketed
the Premises for lease, identified the entity now known as Cubiche 105, LLC (Tenant) as the most
qualified restaurant operator, and ultimately negotiated material terms and conditions for a new
lease agreement; and
WHEREAS, the Administration, through its Executive Director, submitted the agreed upon
terms and conditions to the Finance and Citywide Projects Committee (FCWPC) at its May 20,
2015 meeting, and the FCWPC recommended approving a new lease agreement with Tenant, for
a period of nine (9) years and three hundred and sixty four (364) days, with two (2) renewal
options, for five (5) years each, containing the following additional material business terms:
Basic Rental Rate: $60.00 per square foot, with three percent (3%) annual increases.
Operating Expenses: Estimated at $3.00 per square foot for 2015, subject to adjustment
annually, based upon actual expenses incurred by Landlord.
Basic Rental Rate
For RenewalTerm: Basic Rental Rate, and annual increases, will adjust to fair market
rate at the commencement of each renewal term.
Rent Gommencement: 210 days following lease execution.
889
Deposit:
Tenant lnvestment:
Gommission:
Rafael E. Granado, City Clerk
T:\AGENDAI20'l SUune\TCED\1 555 Washington Aven ue
'15).docx
$224,595 Letter of Credit (initially, subject to one month reduction
annually, but not less than three months rent), plus first and last
month's rent, all due upon lease execution.
$500,000 in hard construction costs
3o/o of the aggregate Annual Base Rent over the initial term of the
lease, in the amount of $147,127.43.
WHEREAS, pursuant to Section 1.03(bX4), of Article I of the City Charter, leases of City-
owned property, of ten (10) years or longer, including renewal options, require the approval by a
majority of 4l7lh vote of all members of the Planning Board, and 6/7th vote of all members of the
RDA; and
WHEREAS, pursuant to Section 82-38 of Article ll of the City Code, a planning analysis will be
required; and
WHEREAS, pursuant to Section 82-39(a) of Article ll of the City Code, an advertised public
bidding process, or the waiver of same by a 5/7th vote of the City Commission will be required;
and
WHEREAS, pursuant to Section 82-37(a)(2) of Article ll of the City Code, the approval of this
lease will require two readings, with the second reading to be a accompanied by a public hearing;
and
WHEREAS, the Administration recommends the approval of a new lease agreement
containing these business terms, subject to final review and approval by the City Attorney's Office,
substantially in the form attached hereto as Exhibit A.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRPERSON AND
MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY, that the Chairperson and
Members of the Miami Beach Redevelopment Agency (RDA) hereby authorize the Chairperson
and Secretary to accept the recommendation of the City's Finance and Citywide Projects
Committee, on first reading of this resolution, and approve, by 6/7th vote, a lease agreement
between the RDA (Landlord) and Cubiche 105, LLC (Tenant), in connection with the use of Suite
Nos. 1-3 at the Anchor Shops, located at 1555 Washington Avenue, Miami Beach, Florida
(Premises), for a term of nine (9) years and three hundred and sixty four (364) days from rent
commencement, with two (2) renewal options, for five (5) years each; further waiving, by 5/7th vote,
the competitive bidding requirement in Section 82-39(a) of the City Code, finding such waiver to be
in the best interest of the City/RDA; referring the proposed lease to the Planning Board, for review
and approval, as required pursuant to Section 1.03(bX4) of the City Charter, and setting a public
hearing, as required pursuant to Section 82-37(a)(2) of the City Code, for second (and final)
reading and public hearing.
PASSED and ADOPTED this day of 2015.
ATTEST:
Philip Levine, Chairperson
New Lease Agreement\1555 Washington Avenue RESO (6-10-
'SE,fAXiRBt'lB'
CWAtlorney
890
LANDLORD:
TENANT:
DATE OF EXECUTION:
Miami Beach Redevelopment Agency, a public body
corporate and politic
1700 Convention Center Drive
Miami Beach, Florida 33139
Cubiche 105, LLC
501 Lincoln Road
Miami Beach, FL 33139
2015
ANC!.{OB SHOPS AT SOUTH BEACH, RETAIL LEASE
(i)
EXHIBlT
Anchor Shops Lease Agreement - Cubiche 105, LLC
891
LEASE SUMMARY
The following is a summary of basic lease provisions with respect to the Lease. lt is an integral part of
the Lease, and terms defined or dollar amounts specified in this Summary shall have the meanings or amounts as
stated, unless expanded upon in the text of the Lease and its Exhibits, which are attached to and made a part of
this Summary.
1. Date of Lease Execution:
2.
3.
"Landlord":
Landlord's Address:
2015.
Miami Beach Redevelopment Agency
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Otfice of Real Estate
with a copy to:
City of Miami Beach
Miami Beach Redevelopment Agency
'1700 Convention Center Drive
lVllami'Beach, Florida 331 39
Attention: Legal Department
Cubiche 105, LLC4.
5.
6.
7.
Tenant's Address:
iii:,:,
"Ggfulsf':
QgarantglsAddress: t.'I
Premises (section 1 .1):
501 Lincoln Road
MiamiBeach, FL 33139
Cubiche 105, LLC
501 Lincoln Road ,,r.:,
Miami Beach, FL 33139
1555 Washington Avenue, Suites 1-3
Miami Beach, FL 33139
As shown on Exhibit "B"
Approximately 7,130 square feet.
Approximately 20,500 rentable square feet
34.78o/o
Premises shall be used as a fine dining restaurant (and
subject to the prohibited uses described in Exhibit "D" to
the Lease).
9.
10.
11.
12
Gross Rentable Area of
Premises (section 1. 1 ):
Gross Rentable Area of
Retail Space (section 1 .1):
Tenant's Proportionate
Share (section 2.4):
Permitted Use of
Premises (section 3. 1 ):
(ii)
Anchor Shops Lease Agreemont - Cubiche '105, LLC
892
14.
13. Term of Lease (section 1 .1):
Rent Date -
next succeeding twelve months,rl
15. Percentaqe Rental (section 2.3):
16. Preoaid Rent (section 2.2):
17. Security Deposit (section 2.7):
The lnitial Lease Term shall commence on the date the
Lease is fully executed by Landlord and Tenant, as
contained on Page 1 of the Lease, ("Lease
Commencement Date") and shall end nine (9) years and
three hundred and sixty four (364) days following the
Rent Commencement Date, as defined below ("Lease
Expiration Date").
"Rent Commencement Date": The date Tenant's Work is
completed or two hundred and ten (210) days following
the Lease Commencement Date, whichever occurs
sooner. ln addition, the rent abatement period will not
begin until the Landlord has completed the replacement
of the exterior windows located at the historic, north
section of the Premises.
"Renewal Options": Two (2) renewal options for five (5)
years each, after the Lease Expiration,Date,,Of,, the,,j ntial
Lease Term. Tenapt,,,must notfu tandlodlin writing, no
labr: than one hundF-d'ana eigntr'(180i days pr'ror to
Lease Expiration Date of its intention of exercising the
Renewal Option(s). The Minimum Rent and annual
increases shall be adjusted to the then current fair
rrarket fate for eachrfenewal period.
MONTHLY PAYMENT
(PLUS SALES TA)()
.,irrti,rrr,
$35,650.00 ri'.:::"
N/A
$91,731.27 (plus applicable sales tax) due upon
execution of Lease; to be applied to first and last full
month's Minimum Rent due.
Tenant shall provide an irrevocable Letter of Credit, from
a bank acceptable to the Landlord, equal to the first six
month's gross rent (i.e. Minimum Rent and Cost Pass-
Throughs), in the amount of $224,595.00, upon lease
execution. After the first year of rent payments the
Security Deposit shall be reduced to an amount equal to
the first five month's gross rent. Each year thereafter (for
the next two years), the Security Deposit amount will
decrease by the equivalent of one month's rent. For the
remainder of the Lease Term a security deposit equal to
three (3) month's rent shall remain in the custody of
,,i'Minimum Rent'(s :
ffi,.",,,"' '':::::ANNUAL MlNrMUrU.RHNr
.:::. ,:l.lll,.l. '1"
,,,,,,, $4211600.00
'i"'C'ommahcing on the first anniversary of the Rent Commencement Date, and at the beginning of each
succeeding year thereafter during the Term of the Lease, the Minimum Rent shall be increased annually in
increments of three (3%) annually.
Anchor Shops Lease Agreement - Cubiche 105, LLC
(iii)893
18.
Landlord to guarantee the Tenant's performance under
the lease.
Cost Pass-Throughs (CAM) (section 2.4): Proportionate share of Property Taxes, Maintenance and
lnsurance on the Anchor Shops and Parking Garage.
LEASE YEAR
coMMoN AREA MATNTENANCE (CAM)
COST PER SQUARE FOOT-
$3.00
See Note (*)
$2,000,000.00
,,.:,l:::,'
i
,. ,
N/A
MONTHLY / ANNUAL
PAYMENT
$1,782.50 / $21,390.00
See Note (*)
1
2-3
Note (.) Beginning on June 1, and at the beginning of each succeeding Lease Year thereafter during the Term of
the Lease, the CAM rate shall be adjusted to reflect the actual pro-rata share of property tax, Maintenance and
insurance costs incurred by the Landlord during the previous calendar year.
19.
20.
21.
22.
23.
Monthly Promotional Charge
(section 13.1):
,r8ibke(s) (section 14. 12):Koniverr Stern Group represents the Tenant exclusively
in this transaction
r. .. . i i.
N/A ' I rrr
Cubiche 105
Anchor Shops Lease Agreement - Cubiche 105, LLC
(iv)894
THlSLEASE(the,.Lease''),datedthe-dayof-,2015,ismadebetweenthe
Miami Beach RedevelopmentAgency, a public body corporate and politic (the "Landlord"), and Cubiche 105, LLC
a Florida limited liability corporation (the "Tenant").
RECITALS:
A. The Landlord is the fee simple owner of a certain facility (the "Facility") containing a
municipal parking garage and appurtenances containing approximately eight hundred (800) parking spaces
(the "Garage") and certain retail space (the "Retail Space") located in an area bounded by Washington and Collins
Avenues in the proximity of 16th Street, City of Miami Beach, Metropolitan Dade County, Florida, as more particularly
described in Exhibit "A," attached hereto and made a part hereof (the "Land"). The Landlord is the fee simple owner
of the Land and the Facility.
B. Landlord and Tenant desire to enter into this Lease for a portion of the Retail Space, on
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
hereby agree as follows:
ARTICLE I. TERM.
1.1 Grant: Term. ln consideration of the performance by Tenant of its obligations under this Lease,
Landlord leases to Tenant, and Tenant leases from Landlord, for the Term, the "Premises." A site plan showing
the location of the Retail Space within the Facility, as well as the location of the Premises within the Retail Space,
is attached hereto and made a part hereof as Exhibit "B." The gross rentable area of the Premises and Retail
Space shown on the Lease Summary do not represent accurate measurements of the square footage contained
in the Premises or the Retail Space, but are mere estimates.
The "Term" of the Lease is the period from the Commencement Date as specified in the Lease
Summary, through the Expiration Date, as specified in the Lease Summary.
1.2. Landlord's Work. Tenant acknowledges and agrees that it is accepting possession of the
Premises in as-is condition and that, except as otherwise expressly hereinafter set forth, Landlord has no
obligation to furnish, render, or supply any money, work, labor, material, fixture, equipment, or decoration with
respect to the Premises. Notwithstanding the foregoing, Landlord shall replace the exterior windows located at
the historic, north section of the Premises. Furthermore, Landlord shall perform waterproofing and painting to
portions of the exterior of the Facility.
ARTICLE II. RENT.
2.1 Covenant to Pay. Tenant shall pay to Landlord all sums due hereunder from time to time from the
Rent Commencement Date without prior demand, together with all applicable Florida sales tax thereon; however,
unless otherwise provided in this Lease, payments other than Tenant's regular monthly payments of Minimum
Rent shall be payable by Tenant to Landlord within ten (10) days following written demand. All rent or other
charges that are required to be paid by Tenant to Landlord shall be payable at Landlord's address indicated on
the Lease Summary. Minimum Rent and additional rent (which is all sums payable to Landlord other than
Minimum Rent) for any "Lease Year" consisting of less than twelve (12) months shall be prorated on a per diem
basis, based upon a period of 365 days. "Lease Year" means the twelve (12) full calendar months commencing
on the Commencement Date. However, the final Lease Year may contain less than twelve (12) months due to
expiration or sooner termination of the Term. Tenant agrees that its covenant to pay rent and all other sums under
this Lease is an independent covenant and that all such amounts are payable without counterclaim, set-off,
deduction, abatement, or reduction whatsoever, except as expressly provided for in this Lease.
2.2 Minimum Rent. Subject to any escalation which may be provided for in this Lease, Tenant shall
pay Minimum Rent for the Term in the initial amount specified in the Lease Summary, which, except for the first
895
and last installment, shall be payable throughout the Term in equal monthly installments in advance on the first
day of each calendar month of each year of the Term, such monthly installments to be in the amounts (subject to
escalation) specified in the Lease Summary. The first and last monthly installments of Minimum Rent shall be
due on the date of this Lease. The Minimum Rent described above shall be adjusted during the Term of this
Lease as provided in the Lease Summary.
2.3. PercentageRental. lntentionallyOmitted.
2.4 Operatino Costs: Taxes. Tenant shall remit together with regular monthly payments of Minimum
Rent, its proportionate share of Common Area Maintenance (CAM) payments as determined in Section 18 of the
Lease Summary.
2.5 Payment of Personal Prooerty Taxes: Sales Tax Reoorts. Tenant shall pay, when due, all taxes
attributable to the personal property, trade fixtures, business, occupancy, or sales of Tenant or any other
occupant of the Premises and to the use of the Retail Space by Tenant or such other occupant. Tenant shall
provide Landlord with copies of Tenant's sales tax reports provided to the State of Florida, as and when such
reports are provided to the State. Landlord shall have the right to disclose such reports to any person or entity
having an interest or prospective interest in the Retail Space.
2.6 Rent Past Due. lf any payment due from Tenant shall be overdue more than five (5) business
days, a late charge of five (5%) percent of the delinquent sum may be charged by Landlord. lf any payment due
from Tenant shall remain overdue for more than fifteen (15) days, an additional late charge in an amount equal to
the lesser of the highest rate permitted by law or one and one-half (1 1l2o/o) percent per month (eighteen (18%)
percent per annum) of the delinquent amount may be charged by Landlord, such charge to be computed for the
entire period for which the amount is overdue and which shall be in addition to and not in lieu of the five (5%)
percent late charge or any other remedy available to Landlord.
2.7 Security Deposit. Landlord acknowledges receipt of a security deposit in the amount specified on
the Lease Summary to be held by Landlord, without any liability for interest thereon, as security for the
performance by Tenant of all its obligations under this Lease. Landlord shall be entitled to commingle the security
deposit with Landlord's other funds. lf Tenant defaults in any of its obligations under this Lease, Landlord may at
its option, but without prejudice to any other rights which Landlord may have, apply all or part of the security
deposit to compensate Landlord for any loss, damage, or expense sustained by Landlord as a result of such
default. lf all or any part of the security deposit is so applied, Tenant shall restore the security deposit to its
original amount on demand of Landlord. Subject to the provisions of section 2.4, within thirty (30) days following
termination of this Lease, if Tenant is not then in default, the security deposit will be returned by Landlord to
Tenant.
Notwithstanding the foregoing, for purposes of the security deposit described in the Lease Summary and
the above paragraph, Tenant, at its option, shall have the right to post an irrevocable, unconditional, and
transferable Letter of Credit, which Letter of Credit shall comply with the provisions of Exhibit"2.7," attached
hereto and made a part hereof. lf Tenant delivers the Letter of Credit to Landlord, then Landlord will return the
cash security deposit promptly after Landlord's receipt of the Letter of Credit.
2.8 Landlord's Lien. To secure the timely construction and installation of all improvements to the
Premises by tenant and to secure the payment of all rent and other sums of money due and to become due
hereunder and the faithful performance of this Lease by Tenant, Tenant hereby gives to Landlord an express first
and prior contract lien and security interest on all property now or hereafter acquired (including fixtures,
equipment, chattels, and merchandise) which may be placed in the Premises and also upon all proceeds of any
insurance which may accrue to Tenant by reason of destruction of or damage to any such property. Such
property shall not be removed therefrom without the written consent of Landlord until all arrearages in rental and
other sums of money then due to Landlord hereunder shall first have been paid; provided, Tenant may operate its
business in the ordinary course and the removal of merchandise from the Premises by customers of Tenant shall
not be a default under this section. All exemption laws are hereby waived in favor of said lien and security
interest. This lien and security interest is given in addition to Landlord's statutory lien and shall be cumulative
896
thereto. Landlord shall, in addition to all of its rights hereunder, also have all of the rights and remedies of a
secured party under the Uniform Commercial Code as adopted in the State in which the Premises is located. To
the extent permitted by law, this Lease shall constitute a security agreement under Article 9 of the Florida Uniform
CommercialCode.
ARTICLE III. USE OF PREMISES.
3.1 Permitted Use. The Premises shall be used and occupied only as a fine dining restaurant, as
specified in the Lease Summary. The business of Tenant in the Premises shall be carried on under the name
specified in the Lease Summary and under no other name unless approved by Landlord in writing. Tenant shall
carry on its business on the Premises in a reputable manner and shall not do, omit, permit, or suffer to be done or
exist upon the Premises anything which shall result in a nuisance, hazard, or bring about a breach of any
provision of this Lease or any applicable municipal or other governmental law or regulation, or would otherwise be
inconsistent with a first-class retail center or incompatible with retail uses ancillary to a first-class convention
center hotel. Tenant shall observe all reasonable rules and regulations established by Landlord from time to time
for the Retail Space. The rules and regulations in etfect as of the date hereof are attached to and made a part of
this Lease as Exhibit "C." Landlord will provide a copy of any amendments to the rules and regulations at least
seven (7) days prior to the effective date of any such amendments. Tenant shall display such name as Landlord
may from time to time designate for the Retail Space in its stationery used upon the Premises, and in material
which is given, visible, or available to customers of Tenant. Tenant shall promote such name in any
advertisements or promotional material published or initiated by Tenant in regard to its business from the
Premises. The names for the Retail Space and the project of which the Retail Space is a part, which Landlord
may from time to time adopt, and every name or mark adopted by Landlord in connection with the Retail Space
shall be used by Tenant only in association with the business carried on in the Premises during the Term and
Tenant's use thereof shall be subject to such reasonable regulation as Landlord may from time to time impose.
3.2 Compliance with Laws. The Premises shall be used and occupied in a safe, careful, and proper
manner so as not to contravene any present or future laws, rules, regulations, constitutions, orders, ordinances,
charters, statutes, codes, executive orders, and requirements of all governmental authorities having jurisdiction over
the Premises or any street, road, avenue, or sidewalk comprising a part of, or lying in front of, the Premises or any
vault in or under the Premises (including, without limitation, any of the foregoing relating to handicapped access or
parking, the local building codes, and the laws, rules, regulations, orders, ordinances, statutes, codes, and
requirements of any applicable Fire Rating Bureau or other body exercising similar functions), the temporary and/or
permanent certificate or certificates of occupancy issued for the Premises as then in force, and any and all provisions
and requirements of any property, casualty, or other insurance policy required to be carried by Tenant under this
Lease. lf due to Tenant's use of the Premises repairs, improvements, or alterations are necessary to comply with
any of the foregoing, Tenant shall pay the entire cost thereof.
3.3 Siqns. Tenant, at Tenant's expense, shall erect and maintain identification signage upon the
storefront of the Premises. The design and specification of such signage shall be subject to Landlord's sign
criteria as adopted from time to time and such design and specification (including camera-ready artwork) shall be
submitted for Landlord's prior approval. Except with the prior written consent of Landlord, Tenant shall not erect,
install, display, inscribe, paint, or affix any signs, lettering, or advertising medium upon or above any exterior
portion of the Premises or in or on Tenant's storefront or storefront window. Landlord's signage criteria is attached
hereto and made a part hereof as Exhibit "E."
3.4 Environmental Provisions.
(a) Tenant shall not knowingly incorporate into, use, or othenrise place or dispose of at the
Premises or in the Retail Space (or allow others to incorporate into, use, or otherwise place or dispose of at the
Premises or in the Retail Space) any Hazardous Materials, as hereinafter defined, unless (i) such Hazardous
Materials are for use in the ordinary course of business (i.e., as with office or cleaning supplies), (ii) notice of and
a copy of the current material safety data sheet is provided to Landlord for each such Hazardous Material (except
for Hazardous Materials used by Tenant in the ordinary course of business (i.e., as with office or cleaning
supplies)), and (iii) such materials are handled and disposed of in accordance with all applicable governmental
897
laws, rules, and regulations. lf Landlord or Tenant ever has knowledge of the presence in the Premises or the
Retail Space of Hazardous Materials which affect the Premises, such party shall notify the other thereof in writing
promptly after obtaining such knowledge. For purposes of this Lease, "Hazardous Materials" shall mean:
(a) petroleum and its constituents; (b) radon gas, asbestos in any form which is or could become friable, urea
formaldehyde foam insulation, transformers or other equipment which contain dielectric fluid containing levels of
polychlorinated biphenyls in excess of federal, state or local safety guidelines, whichever are more stringent; (c)any
substance, gas, material or chemical which is or may hereafter be defined as or included in the definition of
"hazardous substances," "hazardoL.rs materials," "hazardous wastes," "pollutants or contaminants," "solid wastes," or
words of similar import under any applicable governmental laws, rules, and regulations including, but not limited to,
the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. S 9061 et
seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. S 1801, et seq.; the Resource
Conservation and Recovery Act, as amended, 42 U.S.C. S 6901, et seq.; the Federal Water Pollution Control Act, as
amended, 33 U.S.C. S 1251, et seq.; and Florida Statutes, Chapters 376 and 403; and (d)any other chemical,
material, gas, or substance, the exposure to or release of which is regulated by any governmental or
quasi-governmental entity having jurisdiction over the Retail Space or the operations thereon.
(b) lf Tenant or its employees, agents, or contractors shall ever violate the provisions of
subsection (a), above, then Tenant shall clean-up, remove, and dispose of the Hazardous Material causing the
violation, in compliance with all applicable governmental standards, laws, rules, and regulations and repair any
damage to the Premises or Retail Space within such period of time as may be reasonable under the
circumstances after written notice by Landlord, provided that such work shall commence not later than thirty (30)
days from such notice and be diligently and continuously carried to completion by Tenant or Tenant's designated
contractors. Tenant shall notify Landlord of its method, time, and procedure for any clean-up or removal of
Hazardous Materials under this provision; and Landlord shall have the right to require reasonable changes in
such method, time, or procedure or to require the same to be done after normal business hours or when the
Retail Space is othenrvise closed (i.e., holidays) if reasonably required for the protection of other tenants or
occupants of the Retail Space.
(c) Tenant agrees to defend, indemnify, and hold harmless Landlord, and the City of Miami
Beach (the "City") against any and all claims, costs, expenses, damages, liability, and the like, which Landlord
may hereafter be liable for, suffer, incur, or pay arising under any applicable environmental laws, rules, and
regulations and resulting from or arising out of any breach of the covenants contained in this section 3.4, or out of
any act, activity, or violation of any applicable environmental laws, rules, and regulations on the part of Tenant, its
agents, employees, or assigns. Tenant's liability under this section 3.4 shall survive the expiration or any
termination of this Lease.
3.5 Hours: Continued Occupancy. During the Term, Tenant shall conduct its business in the
Premises, at a minimum, on all days and during all hours established by Landlord from time to time as store hours
for the Retail Space. Tenant may conduct business on the Premises, in addition to the foregoing times, in
Tenant's reasonable judgment in order to maximize sales from the Premises, at Tenant's sole expense.
However, Landlord shall not be responsible for providing common area or other services during such additional
hours. Tenant shall open the whole of the Premises for business to the public, fully fixtured, stocked, and staffed
within 60 days of the Completion Date set forth in item 22 of the Lease Summary, and shall continuously, actively,
and diligently carry on the business specified in section 3.1 on the whole of the Premises during the Term, during
such hours and upon such days as are herein required, except when prevented from doing so by force majeure.
Tenant acknowledges that its continued occupancy of the Premises and the regular conduct of its business
therein are of utmost importance to neighboring tenants and to Landlord in the renting of space in the Retail
Space, the renewal of other leases therein, the efficient and economic supply of services and utilities. Tenant
acknowledges that Landlord is executing this Lease in reliance thereupon and that the same is a material element
inducing Landlord to execute this Lease. Tenant shall not keep or display any merchandise on or othenrise
obstruct the common areas and shall not sell, advertise, conduct, or solicit business anywhere within the Retail
Space other than in the Premises. Tenant shall ship and receive supplies, fixtures, equipment, furnishings, wares,
and merchandise only through the appropriate service and delivery facilities provided by Landlord; and shall not
park its trucks or other delivery vehicles or allow suppliers or others making deliveries to or receiving shipments
from the Premises to park in the parking areas, except in those parts thereof as may from time to time be
898
allocated by Landlord for such purpose. Tenant shall maintain available a substantial stock of goods, wares, and
merchandise adequate to ensure successful operation of Tenant's business, and shall employ and maintain sales
and other personnel sufficient at alltimes for proper service to customers.
3.6 Prohibited Uses. Notwithstanding any other provisions of this Lease, Tenant shall not use the
Premises nor permit them to be used for any of the following purposes: (A) for the sale by Tenant, as its principal
business purpose, of any merchandise which Tenant, in the course of its normal business practice, purchases at
manufacturers' clearances or purchases of ends-of-runs, bankruptcy stock, seconds, or other similar
merchandise; (B) for the sale of second-hand goods, war surplus articles, insurance salvage stock, fire sale stock,
merchandise damaged by or held out to be damaged by fire, except merchandise damaged by fire or smoke
occurring in the Retail Space, and then only for thirty (30) days after the date of any such damage; (C) as an
auction or flea market; (D) for a bankruptcy sale or going-out-of-business sale or liquidation sale or any similar
sale, unless Tenant is in fact in bankruptcy or is going out of business or is in liquidation, in which case such sale
shall not continue beyond thirty (30) days; (E) a business primarily used for an order office, mail order office, or
catalogue store; or (F) any business in which Tenant is engaged in intentionally deceptive or fraudulent
advertising or selling practices or any other act or business practice contrary to honest retail practices.
3.7 lntentionaly Omitted.
3.8 Exclusive Use. So long as Tenant is in actual occupancy of the Premises and using the
Premises for the permitted use set forth in the Lease Summary, Landlord agrees not to enter into any leases for
space in the Retail Space with persons or entities whose primary business at the Retail Space would be the sale
of athletic and/or other types of sporting footwear, retail apparel and related general merchandise.
ARTICLE IV. ACCESS AND ENTRY.
4.1 Right of Examination. Landlord shall be entitled at all reasonable times and upon reasonable
written notice, not less than 24 hours (but no notice is required in emergencies) to enter the Premises to examine
them if Landlord reasonably believes that Tenant is not complying with any of its obligations hereunder; to make
such repairs, alterations, or improvements thereto as Landlord considers necessary or reasonably desirable; to
have access to underfloor facilities and access panels to mechanical shafts and to check, calibrate, adjust, and
balance controls and other parts of the heating, air conditioning, ventilating, and climate control systems. Landlord
reserves to itself (and others acting on behalf of Landlord including, without limitation, the City) the right to install,
maintain, use, and repair pipes, ducts, conduits, vents, wires, and other installations leading in, through, over, or
under the Premises and for this purpose, Landlord may take all material into and upon the Premises which is
required therefor. Tenant shall not unduly obstruct any pipes, conduits, or mechanical or other electrical
equipment so as to prevent reasonable access thereto. Landlord reserves the right to use all exterior walls and
roof area. Landlord shall exercise its rights under this section, to the extent possible in the circumstances, in such
manner so as to minimize interference with Tenant's use and enjoyment of the Premises and Tenant's property.
4.2 Right to Show Premises. Landlord and its agents have the right to enter the Premises at all
reasonable times and upon reasonable written notice not less lhan 24 hours to show them to prospective
purchasers, lenders, or anyone having a prospective interest in the Retail Space, and, during the last six (6)
months of the Term (or the last six (6) months of any renewal term if this Lease is renewed), to show them to
prospective tenants. Landlord shall exercise its rights under this section, to the extent possible in the
circumstances, in such manner so as to minimize interference with Tenant's use and enjoyment of the Premises
and Tenant's property.
ARTICLE V. lNlTlAL CONSTRUCTION: MAINTENANCE. REPAIRS. AND ALTERATIONS.
5.1 . Tenant's Construction Obliqations.
(a) Subject to the provisions hereof, Tenant shall, at its expense, cause the construction and
installation of all improvements to the Premises in accordance with Tenant's Plans, as hereinafter defined, and as
necessary to permit Tenant to occupy same and conduct normal business operations (such improvements being
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referred to herein as ("Tenant's Work"). The plans for such improvements shall be submitted to the Landlord for
the Landlord's prior written consent, which will not be unreasonably withheld or delayed. Tenant covenants and
agrees that it will invest, or cause to be invested, no less than $500,000 in hard construction costs on/to the
Premises to insure that a first class restaurant is constructed.
(b) All permanent (fixed) improvements to the Premises shall remain the property of the Landlord
upon terminatton of the Lease. Upon the lawful termination of the Lease, all personal property and trade fixtures
may be removed by the Tenant from the Premises without damage to the Premises.
(c) Any damage to the existing finishes of the Retail Space shall be patched and repaired by Tenant,
at its expense, and all such work shall be done to Landlord's satisfaction. lf any patched and painted area does
not match the original surface, then the entire surface shall be repainted at Tenant's expense. Tenant agrees to
indemnify and hold harmless Landlord, its agents, and employees from and against any and all costs, expenses,
damage, loss, or liability, including, but not limited to, reasonable attorneys' fees and costs, which arise out of, is
occasioned by, or is in any way attributable to the build-out of the Premises or any subsequent improvements or
alterations by Tenant pursuant to this Lease. Tenant, at its expense, shall be responsible for the maintenance,
repair, and replacement of any and all items constructed by Tenant's contractor.
(d) Tenant shall not alter the existing fire alarm system in the Premises or the Retail Space. Tenant's
Plans shall include detailed drawings and specifications for the design and installation of Tenant's fire alarm (and
security) system(s) for the Premises. Such system(s) shall meet all appropriate building code requirements, and
the fire alarm system shall, at Tenant's expense, be integrated into Landlord's fire alarm system for the Retail
Space. (Landlord is not required to provide any security system.) Landlord's electrical contractor and/or fire alarm
contractor shall, at Tenant's expense, make all final connections between Tenant's and Landlord's fire alarm
systems. Tenant shall insure that all work performed on the fire alarm system shall be coordinated at the job site
with the Landlord's representative.
(e) Tenant will permit no liens to attach to the Premises arising from, connected with or related to the
construction of the improvements. Moreover, such construction shall be accomplished through the use of
licensed, reputable contractors who are acceptable to Landlord. Any and all permits and or licenses required for
the installation of improvements shall be the sole responsibility of Tenant.
(f) The above requirements for submission of plans and the use of specific contractors shall not
apply to improvements, maintenance or repairs which do not exceed $20,000.00, provided that the work is not
structural, and provided that it is permitted by applicable law.
(g) Landlord acknowledges that the Current Tenant has made improvements and had signage
installed prior to the execution of this Lease Agreement, and as such, said improvements and signage are
acceptable to Landlord, to the extent that same were properly permitted, and done in compliance with all
applicable building codes, and any other Municipal, County, State and Federal laws.
5.1.1. Tenant's Construction Escrow and Guaranties. Following Lease execution, and issuance by the
City of Tenant's full building permit, and prior to commencement of construction, Tenant shall execute a work
letter and escrow agreement, including a cash deposit, in the amount of the cost of the work (as such amount is
set forth in the construction contract between Tenant and its General Contractor) for the build-out of the Premises
for the intended Use, which will be deposited into Tenant's attorney's escrow account to guarantee the diligent
and timely prosecution of construction. At its sole discretion, the City may also require that Tenant's General
Contractor (G C.) furnish the City with a Construction Completion Guaranty, and/or require Tenant's G.C. to
furnish a Payment and Performance Bond (in a form reasonably acceptable to and approved by the City),
guaranteeing the performance of the G.C. under the construction contract. The City shall be named as a dual
obligee under such Bond. Additionally, Tenant shall be required to purchase Builder's Risk insurance coverage.
5.2 Maintenance and Reoairs bv Landlord. lt is hereby acknowledged and agreed that Landlord shall
maintain and repair certain portions of the Retail Space as delineated in Exhibit "F" hereto. Tenant will notify in
writing of any necessary repairs that are the obligation of Landlord. Landlord shall not be responsible for any
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damages caused to Tenant by reason of failure of any equipment or facilities serving the Retail Space or delays in
the performance of any work for which the Landlord is responsible to perform pursuant to this Lease.
Notwithstanding any other provisions of this Lease, if any part of the Retail Space is damaged or destroyed or
requires repair, replacement, or alteration as a result of the act or omission of Tenant, its employees, agents,
invitees, licensees, or contractors, Landlord shall have the right to perform same and the cost of such repairs,
replacement, or alterations shall be paid by Tenant to Landlord upon demand. ln addition, if, in an emergency, it
shall become necessary to make promptly any repairs or replacements required to be made by Tenant, Landlord
may re-enter the Premises and proceed forthwith to have the repairs or replacements made and pay the costs
thereof. Upon demand, Tenant shall reimburse Landlord for the cost of making the repairs. Landlord shall
exercise its rights under this section in a manner so as to minimize any disruption or interference with the
operation of Tenant's business and property.
5.3 Maintenance and Repairs bv Tenant. Tenant shall, at its sole cost, repair and maintain the
Premises, all to a standard consistent with a first class retail center, with the exception of base building,
mechanical and electrical systems, roof and foundation, which are the obligation of the Agency Landlord pursuant
to this Lease. Without limiting the generality of the foregoing, Tenant is specifically required to maintain and make
repairs to (i) the portion of any pipes, lines, ducts, wires, or conduits contained within the Premises; (ii) windows,
plate glass, doors, and any fixtures or appurtenances composed of glass (including, without limitation, interior and
exterior washing of windows and plate glass and the installation of hurricane shutters as provided by the
Landlord); (iii) Tenant's sign; (iv) any heating or air conditioning equipment serving the Premises ("HVAC") (which
shall include, without limitation, a preventive maintenance HVAC service contract. Such service contract shall
include, without limitation, preventive HVAC maintenance no less than quarterly); and (v)the Premises or the
Retail Space when repairs to the same are necessitated by any act or omission of Tenant, or the failure of Tenant
to perform its obligations under this Lease. All repair and maintenance performed by Tenant in the Premises shall
be performed by contractors or workmen designated or approved by Landlord, which approval shall not be
unreasonably withheld or delayed. At the expiration or earlier termination of the Term, Tenant shall surrender the
Premises to Landlord in as good condition and repair as Tenant is required to maintain the Premises throughout
the Term, reasonable wear and tear excepted. Tenant shall also furnish, maintain, and replace all electric light
bulbs, tubes, and tube casings located within or serving the Premises and Tenant's signage, all at Tenant's sole
cost and expense.
5.4 Approval of Tenant's Alterations. Unless otherwise provided herein, No alterations (including,
without limitation, improvements, additions, or modifications to the Premises) shall be made by Tenant to the
Premises without Landlord's prior written approval, which, as to exterior or structural alterations may be withheld
in Landlord's sole discretion. Any alterations by Tenant shall be performed at the sole cost of Tenant, by
contractors and workmen approved by Landlord, which approval shall not be unreasonably withheld or delayed, in
a good and workmanlike manner, and in accordance with all applicable laws and regulations.
5.5 Removal of lmprovements and Fixtures. All leasehold improvements and fixtures (other than
unattached, movable trade fixtures which can be removed without damage to the Premises) shall at the expiration
or earlier termination of this Lease become Landlord's property. Tenant may, during the Term, in the usual course
of its business, remove its trade fixtures, provided that Tenant is not in default under this Lease; and Tenant shall,
at the expiration or earlier termination of the Term, at its sole cost, remove such of the leasehold improvements
(except for improvements installed by Landlord prior to the Commencement Date) and trade fixtures in the
Premises as Landlord shall require to be removed and restore the Premises to the condition existing prior to such
removal. Tenant shall at its own expense repair any damage caused to the Retail Space by such removal. lf
Tenant does not remove its trade fixtures at the expiration or earlier termination of the Term, the trade fixtures
shall, at the option of Landlord, become the property of Landlord and may be removed from the Premises and
sold or disposed of by Landlord in such manner as it deems advisable without any accounting to Tenant.
5.6 Liens. Tenant shall promptly pay for all materials supplied and work done in respect of the
Premises by, through, or under Tenant so as to ensure that no lien is recorded against any portion of the Retail
Space or against Landlord's or Tenant's interest therein. If a lien is so recorded, Tenant shall discharge it
promptly by payment or bonding. lf any such lien against the Retail Space or Landlord's interest therein is
recorded and not discharged by Tenant as above required within fifteen (15) days following written notice to
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Tenant, Landlord shall have the right to remove such lien by bonding or payment and the cost thereof shall be
paid impediately from Tenant to Landlord. Landlord and Tenant expressly agree and acknowledge that no
interest of Landlord in the Premises or the Retail Space shall be subject to any lien for improvements made by
Tenant in or for the Premises, and Landlord shall not be liable for any lien for any improvements made by Tenant,
such liability being expressly prohibited by the terms of this Lease. ln accordance with applicable laws of the
State of Florida, Landlord has filed in the public records of Dade County, Florida, a public notice containing a true
and correct copy of this paragraph, and Tenant hereby agrees to inform all contractors and material suppliers
performing work in or for or supplying materials to the Premises of the existence of said notice.
5.7 Utilities. Tenant shall pay to Landlord, or as Landlord directs, all gas, electricity, water, and other
utility charges applicable to the Premises as separately metered. Tenant shall, at its own cost, install, maintain
and repair, as required, its electrical meter for the Premises. ln addition, Tenant's electrical equipment and
lighting shall be restricted to that equipment and lighting which individually does not have a rated capacity and/or
design load greater than the rated capacity and/or design load of the Retail Space. lf Tenant's consumption of
electrical services exceeds either the rated capacity and/or design load of the Retail Space, then Tenant shall
remove the equipment and/or lighting to achieve compliance within ten (10) days after receiving written notice
from Landlord, or such equipment and/or lighting may remain in the Premises, so long as (a) Tenant shall pay for
all costs of installation and maintenance of submeters, wiring, air-conditioning, and other items required by
Landlord, in Landlord's reasonable discretion, to accommodate Tenant's excess design loads and capacities; and
(b) Tenant shall pay to Landlord, within thirty (30) days after rendition of a bill, the cost of the excess consumption
of electrical service at the rates charged to Landlord by Florida Power & Light, which shall be in accordance with
any applicable laws.
ARTICLE VI. INSURANCE AND INDEMNITY.
6.1 Tenant's lnsurance. Tenant shall, throughout the Term (and any other period when Tenant is in
possession of the Premises), maintain at its sole cost the following insurance:
(A) All risks property insurance, containing a waiver of subrogation rights which Tenant's
insurers may have against Landlord and against those for whom Landlord is in law responsible including, without
limitation, its directors, officers, agents, and employees, and (except with respect to Tenant's chattels)
incorporating a standard New York mortgagee endorsement (without contribution). Such insurance shall insure
property of every kind owned by Tenant in an amount not less than the full replacement cost thereof (new), with
such cost to be adjusted no less than annually. Such policy shall include as additional insureds Landlord and its
affiliates and any mortgagee of Landlord, the City, and any mortgagee of the Landlord in connection with a mortgage
on the Facility.
(B) Comprehensive general liability insurance. Such policy shall contain inclusive limits per
occurrence of not less than the amount specified in the Lease Summary; provide for severability of interests; and
include as additional insureds Landlord and its affiliates and any mortgagee of Landlord, the City, and any
mortgagee of Landlord in connection with a mortgage on the Facility.
(C) Worker's compensation and employer's liability insurance in compliance with applicable
legal requirements.
(D) Business interruption insurance, sufficient to insure Tenant for no less than one(1) full
year of loss of business, with the Landlord named thereon as loss payee to the extent permitted by applicable law.
(E) Any other form of insurance which Tenant or Landlord, acting reasonably, requires from
time to time in form, in amounts, and for risks against which a prudent tenant would insure, but in any event not
less than that carried by comparable retail establishments in Dade County, Florida.
All policies referred to above shall: (i) be taken out with insurers licensed to do business in
Florida and reasonably acceptable to Landlord; (ii) be in a form reasonably satisfactory to Landlord; (iii) be
non-contributing with, and shall apply only as primary and not as excess to any other insurance available to
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Landlord or any mortgagee of Landlord; (iv) contain an undertaking by the insurers to notify Landlord by certified
mail not less than thirty (30) days prior to any material change, cancellation, or termination, and (v) with respect to
subsection (A), contain replacement cost, demolition cost, and increased cost of construction endorsements.
Certificates of insurance on Landlord's standard form or, if required by a mortgagee, copies of such insurance
policies certified by an authorized otficer of Tenant's insurer as being complete and current, shall be delivered to
Landlord promptly upon request. lf Tenant fails to take out or to keep in force any insurance referred to in this
section 6.1, or should any such insurance not be approved by either Landlord or any mortgagee, and Tenant does
not commence and continue to diligently cure such default within two (2) business days after written notice by
Landlord to Tenant specifying the nature of such default, then Landlord has the right, without assuming any
obligation in connection therewith, to effect such insurance at the sole cost of Tenant and all outlays by Landlord
shall be paid by Tenant to Landlord as additional rent without prejudice to any other rights or remedies of Landlord
under this Lease. Tenant shall not keep or use in the Premises any article which may be prohibited by any fire or
casualty insurance policy in force from time to time covering the Premises or the Retail Space. Landlord
represents that Tenant's permitted use doesn't violate any policy carried by the Landlord.
6.2 Loss or Damaoe. Tenant acknowledges that the Landlord will be performing any maintenance
and repairs required of Landlord hereunder. Landlord shall not be liable for any death or injury arising from or out
of any occurrence in, upon, at, or relating to the Retail Space or damage to property of Tenant or of others located
on the Premises or elsewhere in the Retail Space, nor shall it be responsible for any loss of or damage to any
property of Tenant or others from any cause, unless such death, injury, loss, or damage results from the gross
negligence or willful misconduct of Landlord. Without limiting the generality of the foregoing, Landlord shall not be
liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, falling ceiling
tile, falling fixtures, steam, gas, electricity, water, rain, flood, or leaks from any part of the Premises or from the
pipes, sprinklers, appliances, plumbing works, roof, windows, or subsurface of any floor or ceiling of the Retail
Space or from the street or any other place or by dampness, or by any other cause whatsoever, unless resulting
from the gross negligence or willful misconduct of Landlord. Tenant agrees to indemnify Landlord and hold it
harmless from and against any and all loss (including loss of Minimum Rent and additional rent payable in respect
to the Premises), claims, actions, damages, liability, and expense of any kind whatsoever (including attorneys'
fees and costs at all tribunal levels), unless caused by the gross negligence or willful misconduct of Landlord,
arising from any occurrence in, upon, or at the Premises, or the occupancy, use, or improvement by Tenant or its
agents or invitees of the Premises or any part thereof, or occasioned wholly or in part by any act or omission of
Tenant its agents, employees, and invitees or by anyone permitted to be on the Premises by Tenant.
6.3 Waiver of Subrogation. Landlord and Tenant each hereby waives on behalf of itself and its
insurers (none of which shall ever be assigned any such claim or be entitled thereto due to subrogation or
otherwise) any and all rights of recovery, claim, action, or cause of action, against the other, its agents, officers, or
employees, for any loss or damage that may occur to the Premises, or any improvements thereto or the Retail
Space, or any improvements thereto, or any personal property of such party therein, by reason of fire, the
elements, or any other causes which are, or could or should be insured against under the terms of the standard
fire and extended coverage insurance policies referred to in this Lease, regardless of whether such insurance is
actually maintained and regardless of the cause or origin of the damage involved, including negligence of the
other party hereto, its agents, officers, or employees. Landlord and Tenant shall each obtain from their respective
insurers, under all policies of fire, theft, public liability, worker's compensation, and other insurance maintained by
either of them at any time during the term hereof insuring or covering the Retail Space or any portion thereof or
operations therein, a waiver of all rights of subrogation which the insurer of one party might have against the other
party, and Landlord and Tenant shall each indemnify, defend, and hold harmless the other against any loss or
expense, including reasonable attorneys' fees (appellate or otherwise) resulting from the failure to obtain such
waiver.
ARTICLE VII. DAMAGE AND DESTRUCTION.
7.1 Damaqe to Premises. Tenant acknowledges that if the Premises are partially or totally destroyed
due to fire or other casualty, any repairs to or rebuilding of the damaged portions of the Retail Space will be
performed by Landlord and in any event only to the extent that Landlord is required to repair or rebuild the Retail
Space. lf Landlord repairs or rebuilds, Rent shall abate proportionately to the portion of the Premises, if any,
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rendered untenantable from the date of destruction or damage until the repairs have been substantially
completed. Upon being notified that the repairs have been substantially completed, Tenant shall diligently
perform all other work required to fully restore the Premises for use in Tenant's business, in every case at
Tenant's cost and without any contribution to such cost by Landlord, whether or not Landlord has at any time
made any contribution to the cost of supply, installation, or construction of leasehold improvements in the
Premises. Tenant agrees that during any period of reconstruction or repair of the Premises, it will continue the
operation of its business within the Premises to the extent practicable. lf all or any part of the Premises shall be
damaged by fire or other casualty and the fire or other casualty is caused by the fault or neglect of Tenant or
Tenant's agents, guest, or invitees, rent and all other charges shall not abate.
7.2 Termination for Damage. Notwithstanding section 7.1, if damage or destruction which has
occurred to the Premises or the Retail Space is such that in the reasonable opinion of Landlord such
reconstruction or repair cannot be completed within one hundred twenty(120) days of the happening of the
damage or destruction, Landlord or Tenant may, at its option, terminate this Lease on notice to the other given
within thirty (30) days after such damage or destruction and Tenant shall immediately deliver vacant possession
of the Premises in accordance with the terms of this Lease.
ln addition, if Landlord undertakes the reconstruction or repair, and does not complete same within
nine (9) months after the date of the fire or other casualty (subject to the time required to prepare plans for
reconstruction, to obtain building permits, to receive distribution of insurance proceeds, and to complete the likely
contract bidding process and all other relevant factors, but not to exceed an additional ninety (90) days), then
Tenant shall have the right to terminate this Lease by written notice to Landlord delivered within thirty (30) days
after the expiration of such nine (9) month period (or as extended), whereupon both parties shall be relieved of all
further obligations hereunder, except as otherwise expressly set forth herein.
ARTICLE VIII. ASSIGNMENT. LEASES. AND TRANSFERS.
8.1 Transfer by Tenant. Tenant shall not enter into, consent to, or permit any Transfer, as hereinafter
defined, without the prior written consent of Landlord in each instance, which consent may not be unreasonably
withheld. For purposes of this Lease, "Transfer" means an assignment of this Lease in whole or in part; a
sublease of all or any part of the Premises; any transaction whereby the rights of Tenant under this Lease or to
the Premises are transferred to another; any mortgage or encumbrance of this Lease or the Premises or any part
thereof or other arrangement under which either this Lease or the Premises become security for any
indebtedness or other obligations; and if Tenant is a corporation or a partnership, the transfer of a controlling
interest (greater than 50%) in the stock of the corporation or partnership interests, as applicable provided
transfers to family members and transfers to third parties of less than 50% of the stock of the Tenant are
permitted without Landlord consent. lf there is a permitted Transfer, Landlord may collect rent or other payments
from the transferee and apply the net amount collected to the rent or other payments required to be paid pursuant
to this Lease but no acceptance by Landlord of any payments by a transferee shall be deemed a waiver of any
provisions hereof regarding Tenant. Notwithstanding any Transfer, Tenant shall not be released from any of its
obligations under this Lease. Landlord's consent to any Transfer shall be subject to the further condition that if the
Minimum Rent and additional rent pursuant to such Transfer exceeds the Minimum Rent and additional rent
payable under this Lease, the amount of such excess shall be paid to Landlord. lf, pursuant to a permitted
Transfer, Tenant receives from the transferee, either directly or indirectly, any consideration other than Minimum
Rent and additional rent for such Transfer, either in the form of cash, goods, or services, Tenant shall, upon
receipt thereof, pay to Landlord an amount equivalent to such consideration. Landlord acknowledges that any
proceeds received in connection with the sale of Tenant's business (which sale shall include a corresponding
assignment of this Lease) shall belong exclusively to the Tenant and/or its principals).
ARTICLE IX. DEFAULT.
9.1 Defaults. A default by Tenant shall be deemed to have occurred hereunder, if and whenever:
(i) any Minimum Rent is not paid within 5 days from notice or demand for payment has been made by Landlord;
(ii)any other additional rent is in arrears and is not paid within five (5) days after written demand by Landlord;
(iii) Tenant has breached any of its obligations in this Lease (other than the payment of rent) and Tenant fails to
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remedy such breach within thirty (30) days (or such shorter period as may be provided in this Lease), or if such
breach cannot reasonably be remedied within thirty (30) days (or such shorter period), then if Tenant fails to
immediately commence to remedy and thereafter proceed diligently to remedy such breach, in each case after
notice in writing from Landlord; (iv) Tenant becomes bankrupt or insolvent; (v) any of Landlord's policies of
insurance with respect to the Retail Space are canceled or adversely changed as a result of Tenant's use or
occupancy of the Premises; or (vi)the business operated by Tenant in the Premises shall be closed by
governmental or court order for any reason.
9.2 Remedies. ln the event of any default hereunder by Tenant, then without prejudice to any other
rights which it has pursuant to this Lease or at law or in equity, Landlord shall have the following rights and
remedies, which are cumulative and not alternative:
(A) Landlord may cancel this Lease by notice to Tenant and retake possession of the
Premises for Landlord's account, or may terminate Tenant's right to possession of the Premises without
terminating this Lease. ln either event, Tenant shall then quit and surrender the Premises to Landlord. lf Landlord
terminates Tenant's right to possession of the Premises without terminating this Lease, Tenant's liability under all
of the provisions of this Lease shall continue notwithstanding any expiration and surrender, or any re-entry,
repossession, or disposition hereunder.
(B) Landlord may enter the Premises as agent of Tenant to take possession of any property
of Tenant on the Premises, to store such property at the expense and risk of Tenant or to sell or otherwise
dispose of such property in such manner as Landlord may see fit without notice to Tenant. Re-entry and removal
may be effectuated by summary dispossess proceedings, by any suitable action or proceeding, or otherwise.
Landlord shall not be liable in any way in connection with its actions pursuant to this section, to the extent that its
actions are in accordance with law.
(C) lf Landlord terminates Tenant's right to possession of the Premises without terminating
this Lease under subsection (A) above, Tenant shall remain liable (in addition to accrued liabilities) to the extent
legally permissible for all rent and all of the charges Tenant would have been required to pay until the date this
Lease would have expired had such cancellation not occurred. Tenant's liability for rent shall continue
notwithstanding re-entry or repossession of the Premises by Landlord. ln addition to the foregoing, Tenant shall
pay to Landlord such sums as the court which has jurisdiction thereover may adjudge as reasonable attorneys'
fees with respect to any successful lawsuit or action instituted by Landlord to enforce the provisions of this Lease.
(D) Landlord may relet all or any part of the Premises for all or any part of the unexpired
portion of the Term of this Lease or for any longer period, and may accept any rent then attainable; grant any
concessions of rent, and agree to paint or make any special repairs, alterations, and decorations for any new
tenant as it may deem advisable in its sole and absolute discretion. Landlord shall be under no obligation to relet
or to attempt to relet the Premises, except as expressly set forth below.
(E) lf Landlord terminates Tenant's right to possession of the Premises without terminating
this Lease under subsection (A) above, and Landlord so elects, the rent hereunder shall be accelerated and
Tenant shall pay Landlord damages in the amount of any and all sums which would have been due for the
remainder of the Term (reduced to present value using a discount factor equal to the stated prime lending rate on
the date of Tenant's default by Landlord's then existing mortgagee or, if there is no mortgagee, by Citibank, N.A.,
New York). Prior to or following payment in full by Tenant of such discounted sum promptly upon demand,
Landlord shall use good faith etforts to relet the Premises. lf Landlord receives consideration as a result of a
reletting of the Premises relating to the same time period for which Tenant has paid accelerated rent, such
consideration actually received by Landlord, less any and all of Landlord 's cost of repairs, alterations, additions,
redecorating, and other expenses in connection with such reletting of the Premises, shall be a credit against such
discounted sum, and such discounted sum shall be reduced if not yet paid by Tenant as called for herein, or if
Tenant has paid such discounted sum, such credited amount shall be repaid to Tenant by Landlord (provided said
credit shall not exceed the accelerated amount).
(F) Landlord may remedy or attempt to remedy any default of Tenant under this Lease for the
account of Tenant and to enter upon the Premises for such purposes. No notice of Landlord's intention to perform
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such covenants need be given Tenant unless expressly required by this Lease. Landlord shall not be liable to
Tenant for any loss or damage caused by the reasonable acts of Landlord in remedying or attempting to remedy
such default and Tenant shall pay to Landlord all expenses incurred by Landlord in connection with remedying or
attempting to remedy such default. Any expenses incurred by Landlord shall accrue interest from the date of
payment by Landlord until repaid by Tenant at the highest rate permitted by law.
9.3 Costs. Tenant shall pay to Landlord on demand all costs incurred by Landlord, including attorneys'
fees and costs at all tribunal levels, incurred by Landlord in enforcing any of the obligations of Tenant under this
Lease. ln addition, upon any default by Tenant, Tenant shall be also liable to Landlord for the expenses to which
Landlord may be put in re-entering the Premises; repossessing the Premises; painting, altering, or dividing the
Premises; combining the Premises with an adjacent space for any new tenant; putting the Premises in proper
repair; protecting and preserving the Premises by placing watchmen and caretakers therein; reletting the
Premises (including attorneys' fees and disbursements, marshall's fees, and brokerage fees, in so doing); and
any other expenses reasonably incurred by Landlord.
9.4 Additional Remedies: Waiver. The rights and remedies of Landlord set forth herein shall be in
addition to any other right and remedy now and hereinafter provided by law. All rights and remedies shall be
cumulative and non-exclusive of each other. No delay or omission by Landlord in exercising a right or remedy
shall exhaust or impair the same or constitute a waiver of, or acquiescence to, a default.
9.5 Default by Landlord. ln the event of any default by Landlord, Tenant's exclusive remedy shall be
an action for damages or injunction, but prior to any such action Tenant will give Landlord written notice specifying
such default with particularity, and Landlord shall have a period of thirty (30) days following the date of such notice
in which to cure such default (provided, however, that if such default reasonably requires more than thirty (30)
days to cure, Landlord shall have a reasonable time to cure such default, provided Landlord commences to cure
within such thirty (30) day period and thereafter diligently prosecutes such cure to completion). Notwithstanding
any provision of this Lease, Landlord shall not at any time have any personal liability under this Lease. ln the
event of any breach or default by Landlord of any term or provision of this Lease, Tenant agrees to look solely to
the equity or interest then-owned by Landlord in the Retail Space, and in no event shall any deficiency judgment
be sought or obtained against Landlord. lt is expressly understood that the obligations of Landlord under this
Lease are solely corporate obligations, and that, except for conversion, fraud, or willful misconduct, no personal
liability will attach to, or is or shall be incurred by, the incorporators, stockholders, officers, directors, or
employees, as such, of the Landlord, or of any successor corporation, or any of them, under or by reason of the
obligations, covenants, or agreements of Landlord contained in this Lease or implied therefrom; and, except for
conversion, fraud, or willful misconduct, that any and all such personal liability, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims against, every such incorporator,
stockholder, officer, director, or employee, as such, or under or by reason of the obligations, covenants or
agreements contained in this Lease or implied therefrom are expressly waived and released as a condition of,
and as a consideration for, the execution of this Lease.
ARTICLE X. ESTOPPEL CERTIFICATE: SUBORDINATION.
1 0. 1 Estoopel Certificate. Within ten (1 0) days after written request by Landlord, Tenant shall deliver in
a form supplied by Landlord, an estoppel certificate to Landlord as to the status of this Lease, including whether
this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full
force and effect as modified and identifying the modification agreements); the amount of Minimum Rent and
additional rent then being paid and the dates to which same have been paid; whether or not there is any existing
or alleged default by either party with respect to which a notice of default has been served, or any facts exist
which, with the passing of time or giving of notice, would constitute a default and, if there is any such default or
facts, specifying the nature and extent thereof; and any other matters pertaining to this Lease as to which
Landlord shall request such certificate. Landlord, and any prospective purchaser, lender, or ground lessor shall
have the right to rely on such certificate.
10.2 Subordination: Attornment. This Lease and all rights of Tenant shall be subject and subordinate
to any and all mortgages, security agreements, or like instruments resulting from any financing, refinancing, or
collateral financing (including renewals or extensions thereof), and to any and all ground leases, made or
12906
arranged by Landlord of its interests in all or any part of the Retail Space, from time to time in existence against
the Retail Space, whether now existing or hereafter created. Such subordination shall not require any further
instrument to evidence such subordination. However, on request, Tenant shall further evidence its agreement to
subordinate this Lease and its rights under this Lease to any and all documents and to all advances made under
such documents. The form of such subordination shall be made as required by Landlord, its lender, ground
lessor, the City. Tenant shall, if requested by Landlord, or a mortgagee, owner, or purchaser, or by any person
succeeding to the interest of such mortgagee, owner, or purchaser, as the result of the enforcement of the
remedies provided by law or the applicable instrument held by Landlord, such mortgagee, owner, or purchaser,
automatically attorn to and become the tenant of Landlord or any such mortgagee, owner, purchaser, or
successor-in-interest, without any change in the terms or other provisions of this Lease; provided, however, that
Landlord, said mortgagee, owner, purchaser, or successor shall not be bound by (a)any payment of rent or
additional rent for more than one (1) month in advance, or (b) any security deposit or the like not actually received
by Landlord, such mortgagee, owner, or purchaser, or successor, or (c) any amendment or modification in this
Lease made without the consent of Landlord, such mortgagee, owner, purchaser, or successor, or (d) any
construction obligation, free rent, or other concession or monetary allowance, or (e) any set-off, counterclaim, or
the like otherwise available against Landlord, or (f) any act or omission of any prior landlord (including Landlord).
Upon request by Landlord, said mortgagee, owner, or purchaser, or successor, Tenant shall execute and deliver
an instrument or instruments confirming its attornment.
Notwithstanding the foregoing, any such subordination of this Lease shall be conditioned on the Landlord
obtaining a nondisturbance agreement in favor of Tenant from all mortgagees and ground lessors regarding any
financings or overleases entered into by Landlord with respect to the Retail Space, and no subordination shall be
effective without a corresponding nondisturbance agreement.
ARTICLE XI. CONTROL OF RETAIL SPACE BY LANDLORD.
11.1 Use and Maintenance of Common Areas. Tenant and those doing business with Tenant for
purposes associated with Tenant's business on the Premises, shall have a non-exclusive license to use the
common areas for their intended purposes during normal business hours in common with others entitled thereto
and subject to any rules and regulations imposed by Landlord. Landlord shall use reasonable efforts to keep the
common areas in good repair and condition and shall clean the common areas when necessary. Tenant
acknowledges that any common areas of the Retail Space shall at all times be under the exclusive control and
management of Landlord. For purposes of this Lease, "common areas" shall mean those areas, facilities, utilities,
improvements, equipment, and installations of the Retail Space which serve or are for the benefit of tenants of
more than one component of the Retail Space and which are not designated or intended by Landlord to be leased,
from time to time, or which are provided or designated from time to time by Landlord and/or the City for the benefit
or use of all tenants in the Retail Space, their employees, customers, and invitees, in common with others entitled
to the use or benefit of same. Tenant acknowledges that the Garage portion of the Facility is not a part of the
Retail Space, and that Tenant has no right or license to use the Garage pursuant to this Lease. Any use by
Tenant or its invitees of the Garage is subject to the rules and regulations in connection therewith imposed by
Landlord (or successor owner) and/or the operator of the Garage. No portion of the garage is under Landlord's
control or supervision, and Landlord shall not be liable for any damage to automobiles of any nature whatsoever
to, or any theft of, automobiles or other vehicles or the contents thereof, while in or about the Garage.
11.2 Alterations by Landlord. Landlord and/orthe City may (butshall not be obligated to) (i)alter, add
to, subtract from, construct improvements on, re-arrange, and construct additional facilities in, adjoining, or
proximate to the Retail Space; (ii) relocate the facilities and improvements in or comprising the Retail Space or
erected on the Land; (iii) do such things on or in the Retail Space as required to comply with any laws, by-laws,
regulations, orders, or directives affecting the Land or any part of the Retail Space; and (iv) do such other things
on or in the Retail Space as Landlord and/or the City, in the use of good business judgment determines to be
advisable, provided that notwithstanding anything contained in this section 11.2, access to the Premises shall be
available at all times. Landlord shall not be in breach of its covenants for quiet enjoyment or liable for any loss,
costs, or damages, whether direct or indirect, incurred by Tenant due to any of the foregoing, provided, Landlord
shall exercise its rights under this section in a manner so as to minimize any disruption or interference with the
operation of Tenant's business and property.
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ARTICLE XII. CONDEMNATION.
12.1 Total or Partial Takinq. lf the whole of the Premises, or such portion thereof as will make the
Premises unusable for the purposes leased hereunder, shall be taken by any public authority under the power of
eminent domain or sold to public authority under threat or in lieu of such taking, the Term shall cease as of the
day possession or title shall be taken by such public authority, whichever is earlier ("Taking Date"), whereupon
the rent and all other charges shall be paid up to the Taking Date with a proportionate refund by Landlord of any
rent and all other charges paid for a period subsequent to the Taking Date. lf less than the whole of the
Premises, or less than such portion thereof as will make the Premises unusable for the purposes leased
hereunder, the Term shall cease only as to the part so taken as of the Taking Date, and Tenant shall pay rent and
other charges up to the Taking Date, with appropriate credit by Landlord (toward the next installment of rent due
from Tenant) of any rent or charges paid for a period subsequent to the Taking Date. Minimum Rent and other
charges payable to Landlord shall be reduced in proportion to the amount of the Premises taken.
12.2 Award. All compensation awarded or paid upon a total or partial taking of the Premises or Retail
Space including the value of the leasehold estate created hereby shall belong to and be the property of Landlord
without any participation by Tenant; Tenant shall have no claim to any such award based on Tenant's leasehold
interest. However, nothing contained herein shall be construed to preclude Tenant, at its cost, from
independently prosecuting any claim directly against the condemning authority in such condemnation proceeding
for damage to, or cost of removal of, stock, trade fixtures, furniture, and other personal property belonging to
Tenant and for Tenant's moving expenses; provided, however, that no such claim shall diminish or otherwise
adversely affect Landlord's award or the award of any mortgagee.
ARTICLE XIII. PROMOTION.
13.1 Promotional Fund: Merchants'Association. lntentionallyOmitted.
ARTICLE XIV. GENERAL PROVISIONS.
14.1 Delay. Whenever a period of time is herein prescribed for the taking of any action by Landlord or
Tenant, as applicable, Landlord or Tenant, as applicable, shall not be liable or responsible for, and there shall be
excluded from the computation of such period of time, any delays due to strikes, riots, acts of God, shortages of
labor or materials, war, or governmental laws, regulations, or restrictions in the nature of a prohibition or
moratorium, or any bona fide delay beyond the reasonable control of Landlord or Tenant, as applicable. The
foregoing shall not apply to any payments of money due under this Lease.
14.2 Holding Over. lf Tenant remains in possession of the Premises after the end of the Term without
having executed and delivered a new lease or an agreement extending the Term, there shall be no tacit renewal
of this Lease or the Term, and Tenant shall be deemed to be occupying the Premises as a Tenant from month to
month at a monthly Minimum Rent payable in advance on the first day of each month equal to twice the monthly
amount of Minimum Rent payable during the last month of the Term, and otherwise upon the same terms as are
set forth in this Lease, so far as they are applicable to a monthly tenancy.
14.3 Waiver: Partial lnvalidity. lf Landlord excuses or condones any default by Tenant of any
obligation under this Lease, this shall not be a waiver of such obligation in respect of any continuing or
subsequent default and no such waiver shall be implied. All of the provisions of this Lease are to be construed as
covenants even though not expressed as such. lf any provision of this Lease is held or rendered illegal or
unenforceable it shall be considered separate and severable from this Lease and the remaining provisions of this
Lease shall remain in force and bind the parties as though the illegal or unenforceable provision had never been
included in this Lease.
14.4 Recording. Neither Tenant nor anyone claiming under Tenant shall record this Lease or any
memorandum hereof in any public records without the prior written consent of Landlord.
14908
14.5 Financial Records. Landlord shall have the right to periodically review Tenant's financial records
and statement of operations no more than once per year.
14.6 Notices. Any notice, consent, or other instrument required or permitted to be given under this
Lease shall be in writing and shall be delivered in person, or sent by certified mail, return receipt requested, or
overnight express mail courier, postage prepaid, addressed (i) if to Landlord, at the address set forth in the Lease
Summary; and (ii) if to Tenant, at the Premises or, prior to Tenant 's occupancy of the Premises, at the address
set forth on the Lease Summary, with a copy to Training Camp, lnc. at 25 West 45th Street, New York, NY 10036.
Any such notice or other instruments shall be deemed to have been given and received on the day upon which
personal delivery is made or, if mailed, then forty-eight (48) hours following the date of mailing. Either party may
give notice to the other of any change of address and after the giving of such notice, the address therein specified
is deemed to be the address of such party for the giving of notices. lf postal service is interrupted or substantially
delayed, all notices or other instruments shall be delivered in person or by overnight express mail courier.
14.7 Successors: Joint and Several Liability. The rights and liabilities created by this Lease extend to
and bind the successors and assigns of Landlord and the heirs, executors, administrators, and permitted
successors and assigns of Tenant. No rights, however, shall inure to the benefit of any transferee unless such
Transfer complies with the provisions of Article Vlll. lf there is at any time more than one Tenant or more than
one person constituting Tenant, their covenants shall be considered to be joint and several and shall apply to
each and every one of them.
14.8 Captions and Section Numbers. The captions, section numbers, article numbers, and table of
contents appearing in this Lease are inserted only as a matter of convenience and in no way affect the substance
of this Lease.
14.9 Extended Meanings. The words "hereof," "hereto," "hereunder," and similar expressions used in
this Lease relate to the whole of this Lease and not only to the provisions in which such expressions appear. This
Lease shall be read with all changes in number and gender as may be appropriate or required by the context.
Any reference to Tenant includes, when the context allows, the employees, agents, invitees, and licensees of
Tenant and all others over whom Tenant might reasonably be expected to exercise control. This Lease has been
fully reviewed and negotiated by each party and their counsel and shall not be more strictly construed against
either party.
14.10 Entire Aqreement, Governing Law: Time. This Lease and the Exhibits and Riders, if any,
attached hereto are incorporated herein and set forth the entire agreement between Landlord and Tenant
concerning the Premises and there are no other agreements or understandings between them. This Lease and
its Exhibits and Riders may not be modified except by agreement in writing executed by Landlord and Tenant.
This Lease shall be construed in accordance with and governed by the laws of the State of Florida. Time is of the
essence of this Lease.
14.11 No Partnership. The parties hereby acknowledge that it is not their intention under this Lease to
create between themselves a partnership, joint venture, tenancy-in-common, joint tenancy, co-ownership, or
agency relationship. Accordingly, notwithstanding any expressions or provisions contained herein, nothing in this
Lease, whether based on the calculation of rental or otheruvise, shall be construed or deemed to create, or to
express an intent to create, a partnership, joint venture, tenancy-in-common, joint tenancy, co-ownership or
agency relationship of any kind or nature whatsoever between the parties hereto. The provisions of this section
shall survive expiration of the Term.
14.12 Quiet Enjoyment. lf Tenant pays rent and other charges and fully observes and performs all of its
obligations under this Lease, Tenant shall be entitled to peaceful and quiet enjoyment of the Premises for the
Term without interruption or interference by Landlord or any person claiming through Landlord.
14.13 Brokeraqe. Landlord and Tenant each represent and warrant one to the other that except as set
forth in the Lease Summary, neither of them has employed any broker in connection with the negotiations of the
terms of this Lease or the execution thereof. Landlord and Tenant hereby agree to indemnify and to hold each
15909
other harmless against any loss, expense, or liability with respect to any claims for commissions or brokerage
fees arising from or out of any breach of the foregoing representation and warranty. Landlord recognizes the
broke(s) specified in the Lease Summary as the sole broker(s) with whom Landlord has dealt in this transaction
and agrees to pay any commissions determined to be due said broker(s).
14.14 Radon Notice. Chapter 88-285, Laws of Florida, requires the following notice to be provided with
respect to the contract for sale and purchase of any building, or a rental agreement for any building:
"RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building
in sutficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding
radon and radon testing may be obtained from your county public health unit.
14.15 Execution. This Lease has been submitted for discussion purposes only and shall not be
deemed an offer by either party to the other to enter into this Lease unless and until this Lease shall have been
executed by both parties, indicating their acceptance of the terms and conditions contained herein.
14.16 PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSTYRENE FOOD
SERVICE ARTICLES OR PLASTIC STRAWS. Pursuant to Section 82-7 of the City Code, as may be amended
from time to time, effective August 2,2014, the City has prohibited the use of expanded polystyrene food service
articles by City Contractors, in connection with any City contract, lease, concession agreement or Special event
permit. Additionally, pursuant to Section 82-385 of the City Code, as may be amended from time to time, no
polystyrene food service articles will be allowed in the right-of-way, and no polystyrene food service articles can
be provided to sidewalk caf6 patrons.
Expanded polystyrene is a petroleum byproduct commonly known as Styrofoam. Expanded polystyrene is more
particularly defined as blown polystyrene and expanded and extruded foams that are thermoplastic petrochemical
materials utilizing a styrene monomer and processed by any number of techniques including, but not limited to,
fusion of polymer spheres (expandable bead foam), injection molding, foam molding, and extrusion-blown
molding (extruded foam polystyrene).
Expanded polystyrene food seruice articles means plates, bowls, cups, containers, lids, trays, coolers, ice chests,
and all similar articles that consist of expanded polystyrene.
Tenant agrees not to sell, use, provide food in, or otfer the use of expanded polystyrene food service articles at
the Premises or in connection with this Lease. Tenant shall ensure that all vendors operating in the Premises
abide by the restrictions contained in this Section 14.16. A violation of this Section shall be deemed a default
under the terms of this Lease. This subsection shall not apply to expanded polystyrene food service articles used
for prepackaged food that have been filled and sealed prior to receipt by the Tenant or its vendors.
Additionally, Tenant agrees to comply (and ensure compliance by its vendors) with Section 46-92 (c) of the City
Code, which states that it is unlawful for any person to carry g4y expanded polystyrene product onto any beach or
into any park within the City or for any business to provide plastic straws with the service or delivery of any
beverage to patrons on the beach.
14,17 TRIAL BY JURY. LANDLORD AND TENANT EACH HEREBY WAIVES ITS RIGHT TO A JURY
TRIAL OF ANY ISSUE OR GONTROVERSY ARTSING UNDER THIS LEASE.
16910
EXECUTED as of the day and year first above written.
ATTEST: LANDLORD:
MIAMI BEACH REDEVELOPMENT AGENCY, a public
body corporate and politic
SEGRETARY CHAIRMAN
(Print Name)
ATTEST:TENANT:
CUBICHE 105, LLC
(Print Name)
(Print Name)
By:
By:
17911
EXHIBIT "A''
Legal Description
Lots 8, 9, 10, 11, 12 and 13, Block 57, Fisher's First Subdivision of Alton Beach, according to the Plat thereof, as
recorded in Plat Book 2, Page77 of the Public Records of Dade County, Florida, togetherwith all of 16th Street
(Avenue "C"), less and except the following described parcel:
BEGINNING at the Southwest corner of Block 54 of said Fisher's First Subdivision of Alton Beach Plat; thence
North 88' 0' 53" East along the South line of said Block 54, a distance of 443.08 feet, to the Southeast corner of
said Block 54; thence South 07' 35' 04" West, a distance of 96.26 feet, to a point of cusp with a tangent curve
concave to the Southwest; thence along the arc of said curve to the left, having a radius of 25.00 feet and a
centralangelof 90'00'00", an arc distance of 39.27 feet, to a point of tangency; thence North 82" 24' 52" West, a
distance of 24.75 feet; thence South 88' 00' 53" West along a line 8.00 feet North of and parallel with, as
measured at right angles to the North line of Block 57 of said plat, a distance of 382.18 feet to a point on the
Easterly Right-of-Way line of Washington Avenue; thence North 01'59'11" West along said Easterly
Right-of-Way line, a distance of 62.00 feet to the Southwest corner of said Block 54 and the Point of beginning.
Said lands lying and being in the City of Miami Beach and containing 65,910 square feet (1.5131 Acres) more or
less.
Cubiche 105 (ORAFT Lease 6-2-2015)912
Site Plan of Retail Space and Location of Premises
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913
EXHIBIT "C"
RULES AND REGULATIONS
1. Security. Landlord may from time to time adopt appropriate systems and procedures for the
security or safety of the Retail Space, any persons occupying, using, or entering the same, or any equipment,
furnishings, or contents thereof, and Tenant shall comply with Landlord's reasonable requirements relative
thereto.
2. Return of Kevs. At the end of the Term, Tenant shall promptly return to Landlord all keys for the
Retail Space and Premises which are in the possession of Tenant. ln the event any Tenant fails to return keys,
Landlord may retain $100.00 of Tenant's security deposit for locksmith work and administration.
3. Repair, Maintenance, Alterations. and lmorovements. Tenant shall carry out Tenant's repair,
maintenance, alterations, and improvements in the Premises only during times agreed to in advance by Landlord
and in a manner which will not interfere with the rights of other Tenant's in the Retail Space.
4. Water Fixtures. Tenant shall not use water fixtures for any purpose for which they are not
intended, nor shall water be wasted by tampering with such fixtures. Any cost or damage resulting from such
misuse by Tenant shall be paid for by Tenant.
5. Personal Use of Premises. The Premises shall not be
residential, lodging, or sleeping purposes or for the storage of personal
business purposes.
used or permitted to be used
effects or property not required
for
for
6. Heavy Articles. Tenant shall not place in or move about the Premises without Landlord's prior
written consent any safe or other heavy article which in Landlord's reasonable opinion may damage the Premises,
and Landlord may designate the location of any such heavy articles in the Premises.
7. Bicycles, Animals. Tenant shall not bring any animals or birds into the Retail Space, and shall not
permit bicycles or other vehicles inside or on the sidewalks outside the Retail Space except in areas designated
from time to time by Landlord for such purposes.
8. Deliveries. Tenant shall ensure that deliveries of supplies, fixtures, equipment, furnishings, wares,
and merchandise to the Premises are made through such entrances, elevators, and corridors and at such times
as may from time to time be designated by Landlord, and shall promptly pay or cause to be paid to Landlord the
cost of repairing any damage in the Retail Space caused by any person making improper deliveries.
9. Solicitations. Landlord reserves the right to restrict or prohibit canvassing, soliciting, or peddling in
the Retail Space.
10. Food and Beveraqes. Only persons approved from time to time by Landlord may prepare, solicit
orders for, sell, serve, or distribute foods or beverages in the Retail Space, or use the common areas for any such
purpose. Except with Landlord's prior written consent and in accordance with arrangements approved by
Landlord, Tenant shall not permit on the Premises the use of equipment for dispensing food or beverages or for
the preparation, solicitation of orders for, sale, serving, or distribution of food or beverages.
11. Refuse. Tenant shall place all refuse in proper receptacles provided by Tenant at its expense in
the Premises or in receptacles (if any) provided by Landlord for the Retail Space, and shall keep sidewalks and
driveways outside the Retail Space, and lobbies, corridors, stairwells, ducts, and shafts of the Retail Space, free
of all refuse.
12. Obstructions. Tenant shall not obstruct or place anything in or on the sidewalks or driveways
outside the Retail Space or in the lobbies, corridors, stairwells, or other common areas, or use such locations for
914
any purpose except access to and exit from the Premises without Landlord's prior written consent. Landlord may
remove at Tenant's expense any such obstruction or thing caused or placed by Tenant (and unauthorized by
Landlord) without notice or obligation to Tenant.
13. Proper Conduct. Tenant shall not conduct itself in any manner which is inconsistent with the
character of the Retail Space as a first quality retail center or which will impair the comfort and convenience of
other Tenant's in the Retail Space.
14. Employees. Aoents, and lnvitees. ln these Rules and Regulations, "Tenant" includes the
employees, agents, invitees, and licensees of Tenant and others permitted by Tenant to use or occupy the
Premises.
15. Pest Control. ln order to maintain satisfactory and uniform pest control throughout the Retail
Space, Tenant shall engage for its own Premises and at its sole cost, a qualified pest extermination contractor
either designated or approved by Landlord, who shall perform pest control and extermination services in the
Premises at such intervals as reasonably required or as may be directed by Landlord.
915
EXHIBIT ''D''
Prohibited Uses
1. ln no event may the primary business at the Premises be a cocktail lounge.
2. ln no event may the primary business at the Premises be the sale of clothing sold under the following
brand names: Dolce & Gabbana; Versace Jeans Couture; B.C.B.G.; Diesel; Replay; Polo Sport; Polo Jeans; and
Ralph Lauren; and shoes sold under the following brand names: Charles David; Calvin Klein; Kenneth Cole;
SoHo Shoes; Via Spiga; and Milano.
3. ln no event may the primary business at the Premises engage in the sale of custom or designer
jewelry.
4. ln no event may the primary business at the Premises engage in the sale of swimwear, beach attire or
related accessories.
5. ln no event may the primary business at the Premises be the sale of athletic and/or other types of
sporting footwear, retailapparel and related general merchandise.
916
EXHIBIT ''E''
Landlord's Signage Criteria
Tenant Sign Standards - 16th Street and Washington Avenue Frontages
Tenant signage is to be located in the 6'-0" wide transom panel above the entrance doors to each space.
One 15amp 1 1Ovolt AC electrical circuit has been provided at the designated sign location above the entrance
doors for illuminated tenant signage. The area of the sign shall not exceed twenty (20) square feet.
Three (3) tubular aluminum mounting rails are provided on the transom framing, in front of the glass line. The
tenant sign shall mount to the rails and shall be composed of individual letters, symbols, or decorative elements.
The individual letters are encouraged to be neon illuminated.
No box signs are allowed so as to maintain maximum transparency of the storefront line.
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T:\AGENDA\201 5\June\TCED\1 555 Washington Avenue - New Lease Agreemen$Cubiche 1 05 (DRAFT Lease 6-2-201 s).docx917
R6ceiving Door Signs
Each store shall have a sign identifying their receiving door, adjacent to the latch side of the their door.
Tenant shall provide acid etched aluminum panel with blind studs, silicone cemented to the wall at 5'-O"
above the finished floor. Tenant name copy shall be acid-etched and paint filled.
TENANT NAME
C Ol PanrlL
lrYour- REcElvlNG DOOR SIG!!
T:\AGENDA\201 sUune\TCED\1 555 Washington Avenue - New Lease Agreemer$Cubiche 105 (DRAFT Lease 6-2-201 s).docx918