Resolution 2025-33906 2025-33906
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, A LEASE
AGREEMENT BETWEEN THE CITY AND MIAMI BEACH RACQUET CLUB,
LLC, PURSUANT TO REQUEST FOR PROPOSALS NO. 2025-218-ND, FOR
THE CONSTRUCTION, MANAGEMENT, AND OPERATION OF A
PADEL/PICKLEBALL FACILITY ON A PARKING GARAGE ROOFTOP
ADJACENT TO LINCOLN LANE NORTH, LOCATED AT 640 17TH STREET
(G5 PARKING GARAGE), FOR USE OF APPROXIMATELY 39,000 SQUARE
FEET OF THE ROOFTOP OF THE G5 PARKING GARAGE (PADEL
PREMISES), FOR A TERM OF NINE (9) YEARS AND 364 DAYS; FURTHER,
AUTHORIZING THE CITY MANAGER TO FINALIZE THE LEASE; FURTHER,
FOLLOWING SUCCESSFUL NEGOTIATIONS, AUTHORIZING THE CITY
MANAGER AND CITY CLERK TO EXECUTE THE LEASE; AND FURTHER,
AUTHORIZING THE CITY MANAGER AND CITY ATTORNEY'S OFFICE TO
PROCEED WITH, AND TAKE ANY AND ALL REQUIRED ACTIONS
RELATIVE TO, THE CONDOMINIUMIZATION OF THE G5 GARAGE,
CREATING A CONDOMINIUM UNIT FOR THE PADEL PREMISES,
SEPARATE FROM THE REMAINDER OF THE G5 GARAGE UNIT, TO
ENSURE THE CONTINUED TAX EXEMPT STATUS OF THE G5 GARAGE.
WHEREAS, on February 26, 2025, the Mayor and City Commission approved the
issuance of the Request for Proposals (RFP) No. 2025-218-ND for the Construction,
Management, and Operation of a Padel/Pickleball Facility on Parking Garage Rooftop Adjacent
to Lincoln Lane North; and
WHEREAS, the RFP included parking garage G5 (640 17th Street) with up to 40,000
square feet available on the rooftop and/or parking garage G9 (1661 Pennsylvania Avenue) with
up to 20,000 square feet available on the rooftop, with proposals to be submitted for one or both
parking garages and for multiple terms, based upon the options shown below:
Option A: G5 with a five (5)-year lease or management agreement;
Option B: G5 with a five (5) to less than ten (10)-year lease or management agreement;
Option C: G9 with a five (5)-year lease or management agreement; and/or
Option D: G9 with a five (5) to less than ten (10)-year lease or management agreement;
and
WHEREAS, on May 9, 2025, the City received a total of nine (9) proposals from the
following firms for Options B and D; however, no proposals were received for Options A and C:
• Option B:G5 with a five (5) to less than ten (10)-year lease or management agreement:
• Nomad One LLC
• Racquet 360 Inc./IBC New York d/b/a Padel Padel
• Racquet Property Company LLC
• Sunset Padel LLC
• Ultra Sports Holding LLC
• Van Veggel Ventures LLC
• World Padel Florida LLC
• Option D:G9 with a five (5) to less than ten (10)-year lease or management agreement
• World Padel Florida LLC
WHEREAS, the proposal from Atlanta Tennis failed to identify which option it was pursuing
and was further deemed non-responsive for failure to submit the Financial Proposal (Tab 6 of
the RFP) on or before the deadline for submittal of proposals; and
WHEREAS, on May 20, 2025, The City Manager, via Letter to Commission No. 211-
2025, appointed an Evaluation Committee; and
WHEREAS, the Evaluation Committee convened on May 28, 2025, to review and score
the proposals; and
WHEREAS, the Evaluation Committee received an overview of the project, information
relative to the City's Cone of Silence Ordinance and the Government Sunshine Law, general
information on the scope of services, and a copy of each proposal; and
WHEREAS, the Evaluation Committee was instructed to score and rank each proposal
pursuant to the evaluation criteria established in the RFP; and
WHEREAS, the Evafuation Committee process resulted in the proposers being ranked
by the Evaluation Committee as indicated below:
• Option B: G5 with a five (5) to less than ten (10)-year lease or management agreement:
1 st ranked — Racquet Property Company LLC;
2nd ranked - Racquet 360 Inc./IBC New York d/b/a Padel Padel;
3rd ranked - World Padel Florida LLC;
4th ranked - Van Veggel Ventures LLC;
5th ranked - Sunset Padel LLC;
6th ranked - Nomad One LLC; and
7th ranked - Ultra Sports Holding LLC; and
• Option D: G9 with a five (5) to less than ten (10)-year lease or management agreement:
1 st ranked —World Padel Florida LLC; and
WHEREAS, at the June 25, 2025 City Commission meeting, the City Commission asked
that the Administration to consider the following recommendations when negotiating the
agreement: (i) incorporate pickleball as part of the activation, (ii) consider the branding of Miami
Beach in the promotions, and (iii) ensure the best revenue share; and
WHEREAS, on June 25, 2025, the Mayor and City Commission adopted Resolution
2025-33784, authorizing the Administration to negotiate an agreement with Racquet Property
Company, LLC, as the top-ranked proposer for Option B; further, if the Administration is not
successful in negotiating an agreement with Racquet Property Company LLC, authorizing the
Administration to enter into negotiations with Racquet 360 Inc./IBC New York d/b/a Padel Padel,
as the second-ranked proposer for Option B; further, if the Administration is not successful in
negotiating an agreement with Racquet 360 Inc./IBC New York d/b/a Padel Padel, authorizing
the Administration to enter into negotiations with World Padel Florida LLC, as the third-ranked
proposer for Option B, provided that the final negotiated agreement would be subject to the prior
approval of the Mayor and City Commission; and
WHEREAS, the Administration has negotiated the essential terms of the Lease
Agreement with Miami Beach Racquet Club, LLC ("Padel TenanY'), a wholly owned subsidiary
of Racquet Property Company, LLC (the "AgreemenY'), a draft copy of which is attached to the
City Commission Memorandum accompanying this Resolution as Exhibit"A," and containing the
following essential terms:
• Tenant
• Miami Beach Racquet Club, LLC, a Florida limited liability company, a wholly owned
subsidiary of the proposer, Racquet Property Company, LLC, a Florida limited liability
company
• Guarantor
• Racquet Property Company, LLC
• Padel Premises/Use of Space
The vendor proposed exclusive use of the 39,000-square-foot site on rooftop of G5
Garage ("Padel Premises"), for padel courts, and is not pursuing additional pickleball
facilities within this project at this time.
• Agreement Term/Commencement Date
• Term of nine (9) years and 364 days from the Commencement Date, defined as the
earlier of: (i) Tenant securing a temporary Certificate of Occupancy or a full Certificate of
Occupancy to operate the Padel Premises; or (ii) a date that is eighteen (18) months
from the date the parties execute the Lease (Effective Date).
• Rent Commencement Date
• Same date as the Commencement Date
• Minimum Rent
• $200,000.00/year; $16,666.00/month for first Lease Year and escalates each year
thereafter by 3°/a
• Percentage Rent
• Tenant shall pay an annual percentage rent ("PG") payment equal to the product of (i)
three percent (3%) and (ii) the amount of gross receipts for the applicable calendar year
("Gross Revenues") that exceeds Four Million Five Hundred Thousand and No/100
Dollars ($4,500,000.00), due within thirty (30) days from the end of each calendar year,
together with audited financial statements.
• Utility Work
Tenant shall be responsible, at its sole cost and expense, to provide any and all
appropriate utility connection points to the Premises sufficient to allow Tenant to use the
Premises for the Permitted Uses ("Utility Work"), including, without limitation, water,
sewer, and electricity. Tenant shall be reimbursed for the costs associated with such
Utility Work by deducting said costs from the Landlord's PG payments until such costs
have been completely reimbursed to Tenant. Additional upgrades to the Tenant's utilities
may be approved by the City and similarly reimbursed to Tenant.
• Deposit
• $50,000.00
• Trade Name
• Padel X Miami Beach
• Buildout Timeline
• The vendor requires the full 18-month buildout period after the execution of the
Agreement, as articulated in the RFP.
• Parking
• The City and vendor agreed to implement a parking validation system to ensure secured
parking for venue users.
. Hours of Operation
• 7:00 AM to 11:00 PM
• Non-Refundable Contribution:
• $200,000.00 due within five (5) business days from Tenant securing the master building
permit for the construction of the Facility.
• Orderly Operations
• Operate and maintain Padel Premises as first-class padel facility in compliance with the
City's Customer Service Standards and Extremely Clean Standards
• Public Benefits:
• $50,000 per Lease Year in-kind contribution, commencing upon opening of the Padel
Premises, to include:
o a minimum of one (1) free weekly padel initiation sessions for Miami Beach
Residents;
o a minimum of seven (7) time blocks of one and a half(1.5) hours per block per week,
accommodating forty (40) Miami Beach residents with preferred rates and reserved
access for Miami Beach residents;
o providing access to the Padel Premises (without a space rental fee) for a minimum of
two (2) Charity events per Lease Year;
o producing a minimum of eight (8) weekend wellness events at the Premises that are
open to the community;
o providing affordable after school and youth programs for a minimum of forty (40)
students per school year;
o providing youth summer camps and seasonal clinics for a minimum of forty (40)
students per year;
o providing a minimum of Ten Thousand and No/100 Dollars ($10,000.00) per year in
subsidized memberships for youth enrolled in after school programming;
o providing a minimum of ten (10) sponsorship grants for talented juniors needing
financial assistance to access professional training and competition preparation;
o fund a minimum of four (4) proactive engagements per year, which could include
local schools, non-profit organizations, and cultural groups to introduce them to the
sport;
o fund a minimum of four(4) Family-friendly programming per year; and
o (11) work with Parks and Recreation Department to host 1-2 free family friendly
activations per Lease Year; and
• Sustainability Initiatives
• Pursuant to Section 3.5 (Tab 3 of Tenant's Proposal), Tenant agrees to recycle a
minimum of Ten Thousand (10,000) aluminum cans and plastic bottles from its
operations at the Padel Premises, thereby diverting these recyclables from landfills and
reducing CO2 emissions. Tenant agrees to incorporate into its operations the following
from recycled materials: trash bins, coolers, benches, recycled apparel and recycled
towels. Recycling, made from recycled materials, shall be placed at the Padel Premises
to encourage recycling.
• Performance Penalties
• As set forth in Article VIII of the Draft Lease
• Real Estate Ad-Valorem Taxes
• Tenant responsible for payment of ad-valorem taxes
• Branding
• The vendor agreed to collaborate with the City on co-branding opportunities.
• Structural Considerations
• Plans were submitted for vendor review. Agreement language will include an "opt-ouY'
clause should the garage site be deemed structurally insufficient to support the proposed
facilities.
• Maintenance
Tenant maintains Padel Premises and the City is responsible for the structural repairs to
the G5 Garage.
• Utilities
Padel Tenant responsible for utility bills
WHEREAS, the G5 Garage is a public parking garage and is exempt from having to pay
ad-valorem property taxes, comparable to other municipally-owned facilities and buildings that
serve a public purpose, and
WHEREAS, to ensure the continued tax-exempt status of the G5 Garage, the Padel
Premises should be separated from the rest of the Garage pursuant to a condominiumization
process, and
WHEREAS, based upon the fact that this project is expected to deliver a high-quality
recreational facility, generate additional City revenue, and provide meaningful public benefits,
while ensuring protections for the City through the negotiated terms, the City Manager
recommends approving, in substantial form, the Lease Agreement with Miami Beach Racquet
Club, LLC, and authorizing the City Manager and the City Attorney's Office to proceed with, and
take any and all required actions relative to, the condominiumization of the G5 Garage, creating
a condominium unit for the Padel Premises, separate from the remainder of the Garage, to
ensure the continued tax exempt status of the Garage.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approve, in substantial form, a Lease Agreement between the City and
Miami Beach Racquet Club, LLC, pursuant to Request for Proposals No. 2025-218-ND, for the
Construction, Management, and Operation of a Padel/Pickleball Facility on a Parking Garage
Rooftop adjacent to Lincoln Lane North, located at 640 17th Street (G5 Parking Garage), for use
of approximately 39,000 square feet of the rooftop of the G5 Parking Garage (Padel Premises),
for a term of nine (9) years and 364 days; further, authorize the City Manager to finalize the
Lease; further, following successful negotiations, authorize the City Manager and City Clerk to
execute the Lease; and further, authorize the City Manager and City Attorney's office to proceed
with, and take any and all required actions relative to, the condominiumization of the G5
Garage, creating a condominium unit for the Padel Premises, separate from the remainder of
the G5 Garage unit, to ensure the continued tax exempt status of the G5 Garage.
PASSED and ADOPTED this �7 day of � �p°�2025.
.
Steven Meiner, Mayor
ATTEST:
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APPROVED AS TO
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City Attorney ' D
Procurement Requests - C2 A
MIAMIBEACH
COMMISSION MEMORANDUM
TO: Honorabie Mayor and Members of the City Commission
FROM: Eric Carpenter, City Manager
DATE: September 17, 2025
TITLE: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, A LEASE
AGREEMENT BETWEEN THE CITY AND MIAMI BEACH RACQUET CLUB, LLC,
PURSUANT TO REQUEST FOR PROPOSALS NO. 2025-218-ND, FOR THE
CONSTRUCTION, MANAGEMENT, AND OPERATION OF A PADEUPICKLEBALL
FACILITY ON A PARKING GARAGE ROOFTOP ADJACENT TO LINCOLN LANE
NORTH, LOCATED AT 640 17TH STREET (G5 PARKING GARAGE), FOR USE OF
APPROXIMATELY 39,000 SQUARE FEET OF THE ROOFTOP OF THE G5
PARKING GARAGE (PADEL PREMISES), FOR A TERM OF NINE �9)YEARS AND
364 DAYS; FURTHER, AUTHORIZING THE CITY MANAGER TO FINALIZE THE
LEASE; FURTHER, FOLLOWING S'JCCESSFUL NEGOTIATIONS, AUTHORIZING
THE CITY MANAGER AND CITY CLERK TO EXECUTE THE LEASE; AND
FURTHER, AUTHORIZING THE CITY MANAGER AND CITY ATTORNEY'S
OFFICE TO PROCEED WITH, AND TAKE ANY AND ALL REQUIRED ACTIONS
RELATIVE TO, THE CONDOMINIUMIZATION OF THE G5 GARAGE, CREATING
A CONDOMINIUM UNIT FOR THE PADEL PREMISES, SEPARATE FROM THE
REMAINDER OF THE G5 GARAGE UNIT, TO ENSURE THE CONTINUED TAX
EXEMPT STATUS OF THE G5 GARAGE. (PARKS AND RECREATION)
RECOMMENDATION
Item to be submitted in Supplemental.
BACKGROUND/HISTORY
ANALYSIS
FISCAL IMPACT STATEMENT
TBD
Does this Ordinance require a Business Impact Estimate?
(FOR ORDINANCES ONLY)
If applicable, the Business Impact Estimate (BIE) was published on:
See BIE at: https:l/www.miamibeachfl.qov/city-hall/citv-clerk/meetina-notices/
FINANCIAL INFORMATION
30 of 1214
CONCLUSION
Aaplicable Area
South Beach
Is this a "Residents Riqht to Know" item, (s this item related to a G.O. Bond
pursuant to Citv Code Section 2-17? Proiect?
Yes No
Was this Aqenda Item initially requested bv a lobbyist which, as defined in Code Sec. 2-481,
includes a principal enqaqed in IobbYinq? No
If so, specify the name of lobbyist(s) and principal(s):
Department
Procurement
Sponsor(s)
Co-sponsor(s1
Condensed Title
Hpprove Lease Agmt w/ MB Racquet Club, (RFP 2025-218-ND), Padel/Pickleball Facility.
PKS/PR
Previous Action (For City Clerk Use Only)
31 of 1214
Resolutions — C2 A
�/11 A�il l �EAC H
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
��` �
FROM: Eric Carpenter, City Manager `�� � ,�;,_ �_,ry � , ,;��-�
�
DATE: September 17, 2025
TITLE: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, A LEASE
AGREEMENT BETWEEN THE CITY AND MIAMI BEACH RACQUET CLUB, LLC,
PURSUANT TO REQUEST FOR PROPOSALS NO. 2025-218-ND, FOR THE
CONSTRUCTION, MANAGEMENT, AND OPERATION OF A
PADEL/PICKLEBALL FACILITY ON A PARKING GARAGE ROOFTOP
ADJACENT TO LINCOLN LANE NORTH, LOCATED AT 640 17TH STREET (G5
PARKING GARAGE), FOR USE OF APPROXIMATELY 39,000 SQUARE FEET OF
THE ROOFTOP OF THE G5 PARKING GARAGE (PADEL PREMISES), FOR A
TERM OF NINE (9)YEARS AND 364 DAYS; FURTHER,AUTHORIZING THE CITY
MANAGER TO FINALIZE THE LEASE; FURTHER, FOLLOWING SUCCESSFUL
NEGOTIATIONS, AUTHORIZING THE CITY MANAGER AND CITY CLERK TO
EXECUTE THE LEASE; AND FURTHER, AUTHORIZING THE CITY MANAGER
AND CITY ATTORNEY'S OFFICE TO PROCEED WITH, AND TAKE ANY AND
ALL REQUIRED ACTIONS RELATIVE TO, THE CONDOMINIUMIZATION OF THE
G5 GARAGE, CREATING A CONDOMINIUM UNIT FOR THE PADEL PREMISES,
SEPARATE FROM THE REMAINDER OF THE G5 GARAGE UNIT, TO ENSURE
THE CONTINUED TAX EXEMPT STATUS OF THE G5 GARAGE.
RECOMMENDATION
The City Administration ("Administration") recommends that the Mayor and City Commission
("City Commission") adopt the Resolution, approving in substantial form, the draft Lease
Agreement attached hereto, pursuant to Request for Proposals (RFP) 2025-218-ND for the
Construction, Management, and Operation of a Padel/Pickleball Facility on a Parking Garage
Rooftop Adjacent to Lincoln Lane North; authorize the City Manager to finalize the Lease
Agreement with Miami Beach Racquet Club, LLC for the operation of a padel facility and, following
completion of successful negotiations, authorize the City Manager and City Clerk to execute the
Lease; and further, authorize the City Manager and City Attorney's Office to proceed with, and
take any and all required actions relative to, the condominiumization of the G5 Garage, creating
a condominium unit for the Padel Premises, separate from the remainder of the G5 Garage unit,
to ensure the continued tax exempt status of the G5 Garage.
BACKGROUND/HISTORY
The City of Miami Beach offers a dynamic and diverse environment for recreational and leisure
activities. With over 40 park facilities, seven miles of beachfront and Beachwalk, and numerous
amenities, residents and visitors have ample opportunities to engage in sports, health, and
wellness. Whether enjoying playgrounds, tennis courts, bike trails, golf courses, an ice-skating
rink, a bowling alley, or various beach and waterway activities, the city provides countless ways
for people to stay active, connect with others, and build a sense of community.
To enhance the city's recreation, leisure, and lifestyle offerings, on December 11, 2024, at the
request of Commissioner Joseph Magazine, the Mayor and City Commission authorized the
Administration to prepare a Request for Proposals("RFP")for the construction, management, and
operation of a padel facility on a city-owned surface parking lot adjacent to Lincoln Road.
At the February 3, 2025, City Commission meeting, item C2 M requested approval of the City
Commission to issue RFP 2025-218-ND for Construction, Management, and Operation of a
Padel/Pickleball Facility on Surface Parking Lot adjacent to Lincoln Lane North. However, the
request was approved with amendments. The item was separated by Commissioners Rosen
Gonzalez and Magazine. A motion was made by Commissioner Magazine to issue the RFP and
seconded by Commissioner Suarez, as amended.
The recommended amendments to the RFP included the following:
1. Remove P27 lot from consideration in the RFP;
2. Include the 17�h Street and Pennsylvania Avenue garages in the RFP if viable;
3. Incorporate incentivizing a larger footprint on the garage rooftop;
4. Present a better financial model on the rooftop in terms of revenue for the City's Parking
Department.
5. Conduct public outreach; and
6. RFP to go out to market subsequent to the February 26, 2025, Commission Meeting, if
approved.
Following the affirmative vote of the Commission, the item was placed on February 26, 2025,
Commission Meeting for approval, as amended. On the February 26, 2025 City Commission
Meeting, Commissioner Magazine pulled Item C2 F from the Consent Agenda and proposed
eliminating the P-26 parking lot from the RFP. Additionally, the RFP was amended to include a
lease and management agreement option. Commissioner Magazine made a motion to approve
the issuance of the RFP as amended, which was seconded by Commissioner Rosen Gonzalez.
Therefore, as directed and approved by Commission, the RFP included the rooftops of parking
garages G5 (640 17th Street) with up to 40,000 square feet available on the rooftop and/or G9
(1661 Pennsylvania Avenue) with up to 20,000 square feet available on the rooftop, to be
considered for the construction, management, and operation of the proposed padel/pickleball
facility. Proposals may be submitted for one or both parking garages and for multiple terms.
Proposers could submit up to four(4) proposal options for the options shown below:
Option A: G5 with a five (5)-year lease or management agreement
Option B: G5 with a five (5) to less than ten (10)-year lease or management agreement
Option C: G9 with a five (5)-year lease or management agreement
Option D: G9 with a five (5)to less than ten (10)-year lease or management agreement
RFP responses were due and received on May 9, 2025. The City received a total of nine (9)
proposals from the following firms, as noted below for Options B and D. No proposals were
received for Options A and C.
Option B:G5 with a five (5) to less than ten (10)-year lease or management agreement
• Nomad One LLC
• Racquet 360 Inc./IBC New York d/b/a Padel Padel
• Racquet Property Company LLC
• Sunset Padel LLC
• Ultra Sports Holding LLC
• Van Veggel Ventures LLC
• World Padel Florida LLC
Option D:G9 with a five (5) to less than ten (10)-year lease or management agreement
• World Padel Florida LLC
No Option Proposal provided: Atlanta Tennis
The proposal from Atlanta Tennis was deemed non-responsive for failure to submit the Financial
Proposal (Tab 6) on or before the deadline for submittal of proposals.
On May 28, 2025, an evaluation committee appointed by the City Manager convened to consider
the proposals received. The evaluation process resulted in the ranking of proposers in the
following order:
Option B: G5 with a five (5) to less than ten (10)-year lease or management agreement
1 st ranked — Racquet Property Company LLC
2nd ranked - Racquet 360 Inc./IBC New York d/b/a Padel Padel
3rd ranked - World Padel Florida LLC
4th ranked - Van Veggel Ventures LLC
5th ranked - Sunset Padel LLC
6th ranked - Nomad One LLC
7th ranked - Ultra Sports Holding LLC
Option D: G9 with a five (5) to less than ten (10)-year lease or management agreement
1 st ranked —World Padel Florida LLC
ANALYSIS
On June 25, 2025, the Mayor and City Commission adopted Resolution 2025-33784, authorizing
the Administration to negotiate with Racquet Property Company LLC, as the top-ranked proposer
for Option B; further, if the Administration is not successful in negotiating an Agreement with
Racquet Property Company LLC, authorizing the Administration to enter into negotiations with
Racquet 360 Inc./IBC New York d/b/a Padel Padel, as the second-ranked proposer for Option B;
further, if the Administration is not successful in negotiating an Agreement with Racquet 360
Inc./IBC New York d/b/a Padel Padel, authorizing the Administration to enter into negotiations
with World Padel Florida LLC, as the third-ranked proposer for Option B The Resolution provided
that the final negotiated agreement be subject to the prior approval of the Mayor and City
Commission.
At the June 25, 2025, Commission meeting, the City Commission asked that the Administration
consider the following recommendations when negotiating the agreement: (i) incorporate
pickleball as part of the activation, (ii) consider the branding of Miami Beach in the promotions,
and (iii) ensure the best revenue share. Commissioner Magazine made a motion to approve the
Resolution with the requested recommendations; seconded by Commission Fernandez. As
directed by the City Commission, City staff commenced negotiations with Racquet Property
Company LLC to develop the terms of a proposed lease agreement. The negotiation process was
collaborative and multi-disciplinary, involving representatives from the Procurement, Parks and
Recreation, Parking, Planning, Facilities, Legal, and Building Departments. These discussions
were on the following dates:
• July 25, 2025
• August 5, 2025
• September 4, 2025
• September 10, 2025
• September 12, 2025
During these negotiation meetings, the parties engaged in detailed discussions covering key
lease terms, operational responsibilities, site planning considerations, and compliance with
applicable codes and regulations. The City team worked to ensure that the proposed agreement
aligned with the City's strategic goals, community interests, and legal requirements. Negotiations
also focused on financial feasibility, public benefit, and making sure the project would remain
functional, valuable, and beneficial to the City and its residents over time.
Summary of Essential Business Terms contained in the Draft Lease Aqreement
• Tenant
Miami Beach Racquet Club, LLC, a Florida limited liability company, a wholly owned
subsidiary of the proposer, Racquet Property Company, LLC, a Florida limited liability
company
• Guarantor
Racquet Property Company, LLC
• Padel Premises/Use of Space
The vendor proposed exclusive use of the 39,000-square-foot site on rooftop of G5
Garage ("Padel Premises"), for padel courts, and is not pursuing additional pickleball
facilities within this project at this time.
• Agreement Term
The vendor requested a lease term of nine (9) years and 364 days from the
Commencement Date, defined as the earlier of: (i) Tenant securing a temporary
Certificate of Occupancy or a full Certificate of Occupancy to operate the Padel Premises;
or (ii) a date that is eighteen (18) months from the date the parties execute the Lease
(Effective Date).
• Rent Commencement Date
Same date as the Commencement Date
• Minimum Rent
$200,000.00/year; $16,666.00/month for first Lease Year and escalates each year
thereafter by 3%
• Percentage Rent
Tenant shall pay an annual percentage rent ("PG") payment equal to the product of (i)
three percent (3%) and (ii) the amount of gross receipts for the applicable calendar year
("Gross Revenues") which exceeds Four Million Five Hundred Thousand and No/100
Dollars ($4,500,000.00), due within thirty (30) days from the end of each calendar year,
together with audited financial statements.
• Deposit
$50,000.00
• Trade Name
Padel X Miami Beach
• Utility Work
Tenant shall be responsible, at its sole cost and expense, to provide any and all
appropriate utility connection points to the Premises sufficient to allow Tenant to use the
Premises for the Permitted Uses("Utility Work"), including, without limitation, water, sewer,
and electricity. Tenant shall be reimbursed for the costs associated with such Utility Work
by deducting said costs from the Landlord's PG payments until such costs have been
completely reimbursed to Tenant. Additional upgrades to the TenanYs utilities may be
approved by the City and similarly reimbursed to Tenant.
• Buildout Timeline
The vendor requires the full 18-month buildout period after the execution of the
Agreement, as articulated in the RFP.
• Parking
The City and vendor agreed to implement a parking validation system to ensure secured
parking for venue users.
• Hours of Operation
7:00 AM to 11:00 PM
• Non-Refundable Contribution
$200,000.00 due within five (5) business days from Tenant securing the master building
permit for the construction of the Facility.
• Orderly Operations
Operate and maintain Padel Premises as first-class padel facility in compliance with the
City's Customer Service Standards and Extremely Clean Standards
• Public Benefits
$50,000 per Lease Year in-kind contribution, commencing upon opening of the Padel
Premises, to include:
o a minimum of one (1)free weekly padel initiation sessions for Miami Beach Residents;
o a minimum of seven (7) time blocks of one and a half(1.5) hours per block per week,
accommodating forty (40) Miami Beach residents with preferred rates and reserved
access for Miami Beach residents;
o providing access to the Padel Premises (without a space rental fee) for a minimum of
two (2) Charity events per Lease Year;
o producing a minimum of eight (8) weekend wellness events at the Premises that are
open to the community
o providing affordable after school and youth programs for a minimum of forty (40)
students per school year;
o providing youth summer camps and seasonal clinics for a minimum of forty (40)
students per year;
o providing a minimum of Ten Thousand and No/100 Dollars ($10,000.00) per year in
subsidized memberships for youth enrolled in after school programming;
o providing a minimum of ten (10) sponsorship grants for talented juniors needing
financial assistance to access professional training and competition preparation;
o fund a minimum of four(4) proactive engagements per year, which could include local
schools, non-profit organizations, and cultural groups to introduce them to the sport;
o fund a minimum of four(4) Family-friendly programming per year; and
o (11) work with Parks and Recreation Department to host 1-2 free family friendly
activations per Lease Year.
• Sustainability Initiatives
Pursuant to Section 3.5(Tab 3 of Tenant's Proposal), Tenant agrees to recycle a minimum
of Ten Thousand (10,000) aluminum cans and plastic bottles from its operations at the
Padel Premises, thereby diverting these recyclables from landfills and reducing CO2
emissions. Tenant agrees to incorporate into its operations the following from recycled
materials: trash bins, coolers, benches, recycled apparel and recycled towels. Recycling,
made from recyc�ed materials, shall be placed at the Padel Premises to encourage
recycling.
• Performance Penalties
As set forth in Article VIII of the Draft Lease
• Real Estate Ad-Valorem Taxes
Tenant responsible
• Branding
The vendor agreed to collaborate with the City on co-branding opportunities.
• Structural Considerations
Plans were submitted for vendor review. Agreement language will include an "opt-out"
clause should the garage site be deemed structurally insufficient to support the proposed
facilities.
• Maintenance
Tenant maintains Padel Premises and the City is responsible for the structural repairs to
the G5 Garage.
• Utilities
Discussions regarding utility responsibilities are ongoing.
• Revenue to the City
As outlined in the Fiscal Impact Statement, the agreement will provide additional revenue
to the City.
CONDOMINIUMIZATION OF THE G5 GARAGE
The G5 Garage is a public parking garage and is exempt from having to pay ad-valorem property
taxes, comparable to other municipally-owned facilities and buildings that serve a public purpose.
To ensure the continued tax exempt status of the G5 Garage, the Padel Premises should be
separated from the rest of the Garage via a condominiumization process. The City will retain full
ownership of the condominium unit(s), with the Mayor and Commissioners serving as the
condominium association board.
The Tenant and the City Administration have negotiated the essential business terms of the Lease
Agreement, as more particularly delineated in this City Commission Memorandum and in the draft
Lease Agreement, attached hereto as Exhibit "A". This partnership is expected to deliver a high-
quality recreational facility, generate additional City revenue, and provide meaningful public
benefits, while ensuring protections for the City through negotiated terms. As such, the City
Manager recommends moving forward with finalizing the negotiation of the Lease and, following
successful negotiations, executing the Lease with Tenant.
FISCAL IMPACT STATEMENT
The City and Raquet Property have negotiated the following financial terms:
1. A one-time upfront payment of $200,000 upon obtaining the building permits, thus
demonstrating financial commitment and helping offset any initial loss of parking revenue,
public costs, or planning resources required by the City.
2. Compensation to the City that includes a base rent of $200,000 a year, subject to a 3%
annual increase. The proposed rent structure improves by 2.5 times the minimum
guaranteed revenue loss associated with repurposing the rooftop. This ensures the City
maintains fiscal neutrality and significantly enhances its return on the existing public space.
3. Percentage Rent: Tenant agrees to pay to the City, together with Minimum Rent payments,
an annual percentage rent("PG")payment equal to 3% of Gross Receipts for the applicable
calendar year which exceed $4.5 Million.
4. The initial Utility Work and any future Utility upgrade which may be approved by the City is
deducted from the PG payments of the City until Tenant is reimbursed. This cost will not
be known until the final construction plans are prepared.
5. Public Benefits estimated at a cost of$50,000/year in in-kind programming and services.
6. Elevated parking revenues and activation of the surrounding businesses. $200,000 per
year in additional parking revenue at standard rates, further contributing to the financial
sustainability of the site and the surrounding district generated by the increase and steady
traffic driven by the facility which will enhance the usage of the garage's remaining parking
inventory, providing long-term value to the City.
Does this Ordinance require a Business Impact Estimate?
(FOR ORDINANCES ONLY)
If applicable, the Business Impact Estimate (BIE) was published on:
See BIE at: https://www.miamibeachfl.qov/city-hall/city-clerk/meetinq-notices/
FINANCIAL INFORMATION
The agreement will generate revenue and should not create any operational costs for the City.
CONCLUSION
Based upon the favorable terms, including the public benefits being offered to the community, the
City Manager recommends that the Mayor and City Commission adopt the Resolution, approving
in substantial form, the draft Lease Agreement attached hereto, pursuant to Request for
Proposals (RFP) 2025-218-ND for the Construction, Management, and Operation of a
Padel/Pickleball Facility on a Parking Garage Rooftop Adjacent to Lincoln Lane North; authorize
the City Manager to finalize the Lease Agreement with Miami Beach Racquet Club, LLC for the
operation of a padel facility and, following completion of successful negotiations, authorize the
City Manager and City Clerk to execute the Lease; and further, authorize the City Manager and
City Attorney's Office to proceed with, and take any and all required actions relative to, the
condominiumization of the G5 Garage, creating a condominium unit for the Padel Premises,
separate from the remainder of the G5 Garage unit, to ensure the continued tax exempt status of
the G5 Garage.
ATTACHMENTS
Resolution
Exhibit "A" — Draft Lease Agreement
Applicable Area
South Beach
Is this a "Residents Riqht to Know" item, Is this item related to a G.O. Bond
pursuant to Citv Code Section 2-17? Proiect?
Yes No
Was this Aqenda Item initiallv requested bv a lobbvist which, as defined in Code Sec. 2-481,
includes a principal enqaqed in lobbvinq? No
If so, specify the name of lobbyist(s) and principal(s):
Department
Parks and Recreation / Procurement
Sponsor(s)
Co-sponsor(s)
Condensed Title
Approve Lease Agreement w/ Miami Beach Racquet Club for Construction, Management, and
Operation of a padel facility.
Previous Action (For City Clerk Use Only)
�'J
MT / / �
EXHIBIT "A"
LANDLORD: City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
Tenant: Miami Beach Racquet Club, LLC
201 Alhambra Circle, Suite 1205
Coral Gables, Florida 33134
DATE OF EXECUTION: , 2025
LEASE AGREEMENT
PURSUANT TO RFP-2025-218-ND FOR THE CONSTRUCTION, MANAGEMENT, AND OPERATION
OF A PADEL FACILITY ON THE ROOFTOP OF THE G5 PARKING GARAGE (640 17T" STREET)
�
LEASE SUMMARY
The following is a summary of basic lease provisions with respect to the Lease. It is an integral
part of the Lease, and terms defined or doliar 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": , 2025.
2. "Landlord": City of Miami Beach, Florida
3. "Landlord's Address": City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Parks & Recreation Department Director
with a copy to:
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: City Attorney
4. "TenanY': Miami Beach Racquet Club, LLC,
a Florida limited liability company
5. "Tenant's Address": 201 Alhambra Circle, Suite 1205
Coral Gables, Florida 33134
6. "Guarantor": Racquet Property Company, LLC, a Florida limited
liability company
7. "Guarantor's Address": 201 Alhambra Circle, Suite 1205
Coral Gables, FL 33134
8. "Premises"(section 1.1): Sketch and legal Description
640 17t'' Street
Miami Beach, FL 33139
as shown on Exhibit"A"
9. "Gross Rentable Area ofi
Premises" (section 1.1): Approximately 39,000 square feet.
10. (Intentionally Omitted)
11. (Intentionally Omitted)
12. (Intentionally Omitted)
2
13. "Permitted Use of
Premises" (section 3.1�: Premises shali be used exclusively as a first class
indoor padel Facility(as defined in section 3.1).
14. "Term of Lease" (section 1.1): Initial Lease Term commences as of the Date of
Lease Execution ("Commencement Date") and
expires on a date that is nine (9) years and three
hundred sixty-four (364) days from the earlier of: (i)
Tenant securing a temporary Certificate of
Occupancy or a full Certificate of Occupancy to
operate the Premises; or (ii) a date that is eighteen
(18) months from the Commencement Date (the
"Expiration Date").
"Estimated Completion Date" for TenanYs Work is
eighteen (18) months from the Commencement
Date.
"Rent Commencement Date": the earlier of: (i) the
date on which Tenant secures a temporary
Certificate of Occupancy or a full Certificate of
Occupancy; or (ii) a date that is eighteen (18)
months from the Commencement Date.
15. "Minimum RenY' (section 2.2):
ANNUAL/MONTHLY
MONTHS PAYMENT
(PLUS SALES TAX)
Lease Year 1 -from Rent
Commencement $200,0OO.OU/$16,666.00
Date plus the following twelve plus sales tax
(12)full months
Lease Year 2 —end of Term, See Note (*)
including any approved
Renewal Terms
*Commencing on the first day of the second Lease Year, and at the beginning of each succeeding Lease
Year thereafter during the Term of the Lease (a Lease Year, as defined in section 2.1), including any
approved Renewal Terms, the Minimum Rent shall be increased annually in increments of three percent
(3%).
16. Percentaqe Rental (section 2.3): The product of (i) three percent (3%) and (ii) the
Gross Receipts that exceed Four Million Five
Hundred Thousand and No/100 Dollars
($4,500,000.00)every calendar year during the Term
of the Lease.
17. Prepaid Rent (section 2.2): $16,667.00, due upon execution of Lease; to be
applied to first full month of Minimum Rent due.
3
18. Security Deposit: $50,000.00 (due upon execution of Lease)
19. Property Taxes (section 2.4): 100% of Real Estate Ad-Valorem Taxes assessed
against the Premises or as a direct result of
Tenant's operations.
20. Comqrehensive General
Liabilitv Insurance (section 9.1): $1,000,000.00 per occurrence;$2,000,000.00
general aggregate; $2,000,000.00 umbrella policy
21. Trade Name (section 3.1): Padel X Miami Beach
22. Broker(s) (section 16.12): None
23. Hours of Operation (section 3.5): The Hours of Operation shall be daily 7 AM until 11:00 PM.
Any change to the Hours of Operation shall be subject to th
prior written approval of the City Manager.
24. Non-Refundable Contribution: $200,000.00 due within five (5) business days from Tenar
securing the master buiiding permit for the construction of th
Facility.
25. Public Benefits (Article VII): $50,000.00 per year in-kind contribution, commencing on th
date the Facility opens to the public for use.
4
THIS LEASE GREEMENT (the "Lease"), dated the day of , 2Q25, is made
between the City of Miami Beach, Florida, a Florida municfpal corporation, in its proprietary capacity(the
"City" or "Landlord"), and Miami Beach Racquet Club, LLC, a Florida limited liability company
(the "Tenant").
RECITALS:
WHEREAS, the City, in its proprietary capacity, is the fee simple owner of a _story parking
garage, identified by the City as the "G5" parking garage, containing parking spaces
(the "Garage")and located at 640 17'" Street, Miami Beach, FL 33139(the "City's Property"); and
WHEREAS, on February 28, 2025, the City issued a Request for Proposals No. 2025-218-ND,
for the Construction, Management, and Operation of a Padel Facility on Parking Garage Rooftop
Adjacent to Lincoln Lane North (the "RFP"); and
WHEREAS, on June 25, 2025, the Mayor and City Commission accepted the recommendation
of the City Manager pursuant to the RFP and authorized the city administration to enter into negotiations
with the Tenant, as the most qualified proposer pursuant to the RFP, for the padel facility at the rooftop
of the Garage, and further required that the final negotiated agreement be subject to the prior approval
of the Mayor and City Commission; and
WHEREAS, on , the Mayor and City Commission adopted Resolution Number
, approving this Lease; and
WHEREAS, in the event of a conflict between this Lease, the RFP and Tenant's proposal in
response to the RFP (the "Proposal"), the following order of precedent shall prevail: this Lease; the
RFP; and the Proposal; and
WHEREAS, the City intends to submit the City's Property to a condominium form of ownership(the
"Condominium") pursuant to a recorded Declaration of Condominium, designating the Premises as a
separate condominium unit separate from the remainder of the Garage, and once the condominiumization
process has been completed, the City and Tenant agree to execute an amendment to this Lease, modifying
the description of the Premises consistent with the recorded Declaration of Condominium.
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, the City, as
Landlord, and Tenant hereby agree as follows:
The above recita(s are true and correct and are incorporated as part of this Lease.
ARTlCLE !. TERM.
1.1 Term.
(Aj In consideration of the performance by Tenant of its obligations under this Lease, Landlord
leases to Tenant, and Tenant leases from Landlord, for the Term, a portion of the rooftop of the Garage
("Premises"). A site plan showing the locafion of the Premises within the Garage is attached hereto and
made a part hereof as Exhibit"A." The gross rentable area of the Premises is shown on the Lease
Summary. The Premises does not extend beyond the footprint of the Premises.
5
(B) 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.
(C) Termination Riqht Prior to Construction ofi Facilitv. In the event that Tenant is
unable to secure the requisite approvals, including the master buifding permit for the construction of the
Facility improvements, within one (1) year from the Commencement Date, Tenant or Landlord may
terminate the Lease upon written notice to the other party. In the event that the Lease is terminated under
this Subsection (C), then Landiord shall return to Tenant the Prepaid Rent, in the amount of$16,667.00,
within thirty(30)days following termination of this Lease
1.2. Landlord's Work. Tenant acknowfedges and agrees that it is accepting possession of the
Premises in "as-is" "where is" condition, and except as otherwise expressly set forth herein, Landlord
has no obligation to improve, repair, restore, refurbish, or otherwise incur any expense in improving or
changing the condition of the Premises at any time during the Term.
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 applicabfe Florida sa{es 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 five (5) 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 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) fuli 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. Minimum Rent and any other payments due from Tenant to Landiord under this
Lease ("Additiona! RenY'), shall be collectively referred to as "RenY'. 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.
(A} Minimum Rent. Subject to any escalation which may be provided for in this Lease,Tenant
shall pay Minimum Rent for the Term in the initial amount speciFied in the Lease Summary,which, except
for the first installment, shall be payable throughout the Term in equal monthly instaliments 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 Prepaid Rent shall be due within
two (2) business day of the execution of the Lease by Landlord and Tenant, to be applied on the Rent
Commencement Date in accordance with paragraph 17 of the Lease Summary. The Minimum Rent
described above shall be adjusted during the Term of this Lease as provided in paragraph 15 of the
Lease Summary.
(B) Non-Refundable Contribution. Additionally, within five (5) business days from the date in
which Tenant secures the master building permit for the construction of the Facility, Tenant shall pay to
Landtord a one-time, non-refundable contribution ("Tenant Contribution"), in the totat amount of
$200,000.00. Once due, the Tenant Contribution is owed to Landlord and is non-refundable.
(C) All payments shall be made pursuant to the instructions provided to Tenant from the City
Manager's designee, in writing, which initially will be via electronic payments.
6
2.3. PercentaQe Rent. Tenant agrees to pay to the City within one hundred twenty(120)days
from the end of each calendar year an annual percentage rent("PG") payment equal to the product of(i)
three percent (3%) and (ii) the amount of Gross Receipts of the Tenant that exceed Four Million Five
Hundred Thousand and No/100 Dollars ($4,500,000.00) for every calendar year during the Term of the
Lease, payable within one hundred twenty(120)days from the end of each calendar year. Together with
such payment, the Tenant shall provide to the Landlord an annual statement of Gross Receipts for such
calendar year consistent with the requirements in Section 2.9(C). Notwithstanding the foregoing, in
connection with the initial Utility Work and any additional approved Utility Work, as described in Section
5.7, the Tenant shall be entitled to deduct from PG such expenses or costs before remitting such amount
to the Landlord.
The term "Gross Receipts" is understood to mean all income received by the Tenant from all sales
made by Tenant of services, food, beverages and merchandise, in, on or from the Premises(less returns
and refunds) excluding amounts of any Federal, State, or City sales tax, or other tax, governmental
imposition, assessment, charge or expense of any kind, collected by the Tenant from customers and
required by law to be remitted to the taxing or other governmental authority.
Notwithstanding the foregoing, "Gross Receipts" shall not include any of the following:
(A) gratuities to employees paid by TenanYs patrons or customers (even if included in the
check to the patron or customer);
(B) food and beverages served to employees of Tenant at no cost;
(C) food and beverages provided by way of promotions or promo checks;
(D) a walkout(i.e. a meal served but not paid for); or
(E) any approved Utility Work.
2.4 Sales and Use Tax. Payment of any required Florida State Sales and Use Tax shall be
the responsibility of Tenant. Any payments due to Landlord from Tenant shall include the required Florida
State Sales and Use Tax, as it is Landlord's intent that it is to receive all Rent payments due from the
Tenant as net of such Florida State Sales and Use Tax.
2.5 Intentionally Omitted.
2.6 Rent Past Due. If any payment due from Tenant shall be overdue more than five (5)
business days, a late charge of five (5%) percent of the delinquent sum may be charged by �andlord. If
any payment due from Tenant shal� remain overdue for more than fifteen (15) calendar days, an
additional late charge in an amount equal to the lesser of the highest rate permitted by law or one and
one-half percent (1'/2%) per month (eighteen percent (18%) per annum) of the delinquent amount may
be charged by Landlord until paid, 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 percent(5%) late charge or any
other remedy availabie to Landlord.
2.7 Securitv Deposit. Landlord acknowledges receipt of a security deposit in the amount
specified on the Lease Summary to be held by Landiord, without any liability for interest thereon, as
security for the performance by Tenant of all its obligations under this Lease. Landlord shall be entitled
7
to commingle the security deposit with Landlord's other funds. If Tenant defaults in any of its obligations
under this Lease beyond its applicable grace or cure period, Landlord may at its option, but without
prejudice to any other rights which Landlord may have, apply all or part of the security deposit to
compensate Landlord for any loss, damage, or expense sustained by Landlord as a result of such default.
If all or any part of the security deposit is so applied, Tenant shall restore the security deposit to its originai
amount on written demand of Landlord, within ten (10) days from the date of the written demand.
If Tenant is not in default of the Lease, as defined in Article IX, and Tenant is current on all rental
payments with no monies past due, then Landlord shali return to Tenant the Security Deposit, in the
amount of $50,000.00 within thirty(30) days following termination or expiration of this Lease. In the
alternative to making a cash deposit, Tenant may secure a payment and performance bond, having the
face value of $50,000.00, subject to approval by the City Manager or City Manager's designee of the
form of the bond.
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 inerchandise from the Premises by customers of Tenant shall not be a default under this section. All
exemption laws are hereby waived in favor of said lien and security interest. This lien and security interest
is given in addition to Landlord's statutory lien and shall be cumulative thereto. Landlord shall, in addition
to all of its rights hereunder, also have all of the rights and remedies of a secured party under the Uniform
Commercial Code as adopted in the State in which the Premises is located. To the extent permitted by
law, this Lease shall constitute a security agreement under Article 9 of the Florida Uniform Commercial
Code.
2.9 Inspection and Audit; Reports.
(A) Tenant shall collect and maintain its financial records pertaining to its operations
pursuant to this Lease in accordance with generally acceptable accounting principles during the Term,
and for a period of three(3)years following the expiration or termination of the Lease. Such records shall
be open and available to the Landlord, as deemed necessary by the City Manager or City Manager's
designee, upon ten (10) business days' written notice that the Landlord desires to review said records.
Tenant shall maintain accurate receipt-printing cash registers or a like alternative which will record and
show the revenue generated for every sale made or service provided including, but not limited to, all
padel instruction; lessons and clinics; court rental fees; sales equipment rentals; pro shop sales; and the
sale and operation of food and beverage concessions. Tenant shall also maintain such other records as
would be required by an independent CPA in order to audit a statement of annual Gross Receipts and
profit and loss statement pursuant to generally accepted accounting principles. Tenant shall maintain its
records relating to the operation of the Facility within Miami-Dade County, Florida. Tenant shall maintain
a segregated account for its operations pursuant to this Lease.
(B) The City Manager or City Manager's designee shall be entitled to audit TenanYs
records pertaining to its operations during the Term as often as it deems reasonably necessary
throughout the Term of this Lease, and within the three (3) year period following the expiration or
termination of the Lease. The City shall be responsible for paying all costs associated with such
audits, unless the audit(s) reveals a deficiency of five(5%)percent or more in TenanYs statement
of gross receipts for any year or years audited, in which case the Tenant shall pay to the City,
8
within thirty (30) days of the audit being deemed final (as specified below), the cost of the audit
and a sum equal to the amount of the deficiency revealed by the audit, plus interest; provided,
however, the audit shall not be deemed final until Tenant has received the audit and has had a
reasonable opportunity to review the audit and discuss the audit with the City. These audits are in
addition to periodic audits by the City of Resort Tax collections and payments, which are performed
separately. Nothing contained within this Section shall preclude the City's audit rights for Resort Tax
collection purposes.
(C) Tenant shall submit, within one hundred twenty (120) days from the end of each
calendar year during the Term, an annual statement of Gross Receipts, in a form consistent with generally
accepted accounting principles. Additionally, such Statement shall be accompanied by a report from an
independent CPA firm.
(D) Reports. Tenant shall submit quarterly reports to Landlord containing the following
information:
(1) Any repairs made to the Facility;
(2) Report of Facility usage, which may include court usage, number of clinics,
tournaments, and lessons provided;
(3) Programmatic plan for the public benefits provided during the prior quarter and the
amount of people served;
(4) Programmatic plan for the public benefits planned for the next ensuing quarter;
Landlord reserves the right to add or modify the items required in the monthly report, as
Landlord deems necessary, in its sole and reasonable discretion, in order to adequately monitor usage
of the Facility and performance of the public benefits.
2.10 All Rent payments or other payments due hereunder shall be paid to the City of
Miami Beach at the following address:
City of Miami Beach
Finance Department
c/o Revenue Manager
1700 Convention Center Drive
Miami Beach, Florida 33139
ARTICLE III. USE OF PREMISES.
3.1 Permitted Use: Public Padel Facilitv. Tenant shall be responsible for designing, permitting
(including, but not limited to, Design Review Board approval), constructing, managing, marketing,
activating, operating, and maintaining a first-class padel facility that enhances the recreational, leisure,
and health and wellness offerings of the Lincoln Road area (the "Facility"), subject to Tenant securing
the approval of the City, in its proprietary capacity, and any applicable regulatory approvals. This use
shall include the operation of ten (10) premium fully covered and climate-controlled padel courts; pro
shop; locker rooms/restrooms; lounge; spectator area; wellness area; storage; food and beverage
concession facilities (including the on-site sale and service of beer and wine, subject to obtaining and
maintaining all necessary licenses, permits, and approvals) that do not infringe on the City Vending
Contracts (as defined in subsection 6.4 herein); and as Tenant's office (the "Permitted Uses"). TenanYs
services in connection with the Permitted Uses is more particularly described in TenanYs response to the
RFP, a copy of which are incorporated herein by reference and attached hereto as Exhibit"B". For the
avoidance of doubt, "Permitted Uses" shall mean all of the uses and activities set forth in Exhibit"B".
9
Other than the Permitted Uses, no other use, business, or services shall be conducted by Tenant
at the Premises without the prior written consent of the City Manager.
Tenant agrees, acknowledges, covenants and represents to Landlord that the Garage is for the
use by the public; that such pubiic use is a prime consideration; and must be balanced accordingly with
the services to be provided by the Tenant, without restricting, or in any way limiting, the public access,
nature, or ambiance of the Garage. Accordingly, Tenant agrees, acknowledges, covenants, and
represents to City that the public's right to use the Garage shall not be infringed upon by any activity of
Tenant.
Tenant hereby agrees, acknowledges, covenants, and represents to Landlord that, during the
term of this Agreement, subject to Section 12.1, it shall continually provide high-quality, first-class
affordable padel services, to serve the City's residents and visitors and to meet the demand of the City's
hotel and Lincoln Road community for this type of service throughout such Term.
The business of Tenant in the Premises shall be carried on under the name specified in the Lease
Summary and under no other name unless approved by Landlord in writing. Tenant shall carry on its
business within the Premises in a reputable manner and shall not do, omit, permit, or suffer to be done
or exist upon the Premises anything which shall result in a nuisance, hazard, or bring about a breach of
any provision of this Lease or any applicable municipal or other governmental law or regulation, or would
otherwise be inconsistent with the operation of similar upscale padel facilities such as the Padel X
Downtown Miami (Arts & Entertainment District), Padel X Boca Raton and Padel X Palm Beach (NORA
District).
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 any governmental authorities
having jurisdiction over the Premises or any street, road, avenue, or sidewalk comprising a part of, or lying
in front of, the Premises or any vault in or under the Premises (including, without limitation, any of the
foregoing relating to handicapped access or parking, the local building codes, and the laws, rules,
regulations, orders, ordinances, statutes, codes, and requirements of any applicable Fire Rating Bureau or
other body exercising similar functions), the temporary and/or permanent certificate or certificates of
occupancy issued for the Premises as then in force, and any and all provisions and requirements of any
property, casualty, or other insurance policy required to be carried by Tenant under this Lease. If due to
TenanYs 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 Environmental Provisions.
(A) Tenant shall not knowingly incorporate into, use, or otherwise place or dispose of
at the Premises or in the Facility (or allow others to incorporate into, use, or otherwise place or dispose
of at the Premises or in the Facility) any Hazardous Materials, as hereinafter defined, unless (i) such
Hazardous Materials are for use in the ordinary course of business (i.e., as with office or cleaning
supplies), (ii) notice of and a copy of the current material safety data sheet is provided to Landlord for
each such Hazardous Material (except for Hazardous Materials used by Tenant in the ordinary course of
business (i.e., as with office or cleaning supplies), and (iii) such materials are handled and disposed of
in accordance with all applicable governmental laws, rules, and regulations. If Landlord or Tenant ever
has knowledge of the presence in the Premises or the Facility 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;
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(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 biphenyis
in excess of federal, state or locai 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 appiicable governmental laws, rules, and regulations including, but not
limited to, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42
U.S.C. § 9061 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801, et seq.;
the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §6901, et seq.; the Federal Water
Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq.; and Florida Statutes, Chapters 376 and 403;
and (d)any other chemical, material, gas, or substance, the exposure to or release of which is regulated by
any governmental or quasi-governmental entity having jurisdiction over the Facility or the operations thereon.
(B) If Tenant or its affiliates, employees, agents, visitors, invitees, licensees,
contractors, assignees or subtenants 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 Facility 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
TenanYs designated contractor. 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 during periods of reduced parking demand for the Facility,or as may reasonably
be required for the protection of customers or occupants of the Facility.
(C) Notwithstanding any contrary provisions of this Lease, Tenant, agrees to
defend, indemnify, and hold harmless Landlord 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 3.3, or out of any act, activity, or violation of any applicable
environmental laws, rules, and regulations on the part of Tenant, its affiliates, employees, agents, visitors,
invitees, licensees, contractors, assignees or subtenants, unless caused by the gross negligence or willful
neglect of Landlord. TenanYs liability under this section 3.3 shall survive the expiration or any termination
of this Lease.
3.4 Hours; Continued Occupancv.
(A) During the Term, Tenant shall conduct its business in the Premises, at a
minimum, on all days and during the Hours of Operation set forth in paragraph 23 of the Lease Summary,
except during periods when the Garage is closed for parking by the public; closure during ce�tain holidays,
as may be agreed upon by the Tenant and Landford in writing; any other event for which Tenant requests
and receives prior written approval from the City Manager; or during a force majeure event ("Permitted
Closures"). In the event of a Permitted Closure, Tenant shall ensure that proper signage is placed on
the Premises and advance notification is provided to patrons. Tenant shall open the whole of the
Premises for business to the public, fully fixtured, stocked, and staffed in accordance with the Lease
Summary, unless otherwise approved in writing by Landlord, and shall continuously, actively, and
diligently carry on the business specified in section 3.1 on the whole of the Premises during the Term,
during such hours and upon such days as are herein required, except when prevented from doing so as
a result of a Permitted Closure. Tenant acknowledges that Landlord is executing this Lease in reliance
thereupon and that the same is a material element inducing Landlord to execute this Lease. Tenant shall
not keep or display any merchandise on or otherwise obstruct the common areas and shall not sell,
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advertise, conduct, or solicit business anywhere within the Garage other than in the Premises. Tenant
shail ship and receive supplies, fixtures, equipment, furnishings, wares, and merchandise only through
the appropriate service and delivery facilities provided by Landiord; and shall not park its trucks or other
delivery vehicies or allow suppliers or others making deliveries to or receiving shipments from the
Premises to park in the parking areas, except in those parts thereof as may from time to time be allocated
by Landlord for such purpose. Tenant shall maintain available a substantial stock of goods, wares, and
merchandise adequate to ensure successful operation of TenanYs business and shall employ and
maintain sales and other personnel sufficient at all times for proper service to customers.
(B) Landlord agrees to incorporate and maintain technology within the Garage
that enables validation rights for Tenant's patrons, including functionality that allows validated patrons to
avoid flat fees or surcharges during holidays, special events, or similar occasions; provided, however,
that Tenant shall be responsible for reimbursing Landlord for any costs associated with securing and
maintaining this technology. Tenant agrees to reimburse the City such expenses within five(5)days from
receipt of the invoice from Landlord. Landlord shall use commercially reasonable efforts to ensure that
access to the Garage is available during the Hours of Operation, except during Permitted Closures.
3.5 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 Premises, 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; (F)as a
business engaged in intentionally deceptive or fraudulent advertising or selling practices or any other act
or business practice contrary to honest retail practices; (G) to offer or sell hookahs, cigarettes or CBD
products; (H) for any unlawful purpose; (I) for living quarters or (J) for the operation of any offensive,
noisy, or dangerous activity, nuisance, or anything against public policy.
Tenant will conduct its operations so as to maintain a reasonably quiet and tranquil environment
for the adjacent areas and make no public disturbances. Tenant shall ensure that no garbage is thrown
onto the sidewalks or other public spaces adjacent to the Premises and that the Facility is kept in a
sanitary condition, free of any stench or foul odors.
Tenant shall take appropriate precautions to prevent fire at the Facility and Garage, maintaining
existing fire detection devices and extinguishing equipment at all times.
Tenant will not permit the outside use of any musical instrument or noise-making device at the
Facility, which would be in violation of the City's Noise Ordinance, as same may be amended from time
to time.
Pursuant to Section 46-232 of the Code of the City of Miami Beach (the"City Code"), Tenant shall
not use gas powered leaf blowers in the maintenance of the Facility; however, battery and electric-
powered leaf blowers may be used within the City, consistent with the regulations set forth in section 46-
152 of the City Code; provided that waste is not blown off of the rooftop of the Garage.
In the event of any violation by the Tenant or if Landlord or its authorized representative shall
deem any conduct on the part of the Tenant to be objectionable or improper, Tenant shall be deemed to
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be in default of this Agreement should Tenant fail to correct any such violation, conduct, or practice to
the satisfaction of Landlord within twenty-four (24) hours after receiving written notice of the nature and
extent of such violation, conduct, or practice.
3.6 Hurricane Evacuation Plan. The Hurricane Evacuation Plan will be implemented within
24-48 hours of issuance of a Hurricane Watch, ensuring full evacuation and facility shutdown no later
than 12 hours before anticipated storm impact. Securing activities (equipment, utilities, structural
protections) will be executed within a 12-hour window, coordinated with the City's emergency
management protocols. Upon approval of the final plans for the Premises, Tenant shall provide the City
with a detailed description of the Hurricane Evacuation Plan, which shall be subject to approval by the
City Manager or City Manager's designee. Tenant agrees to make any required modification to the
Hurricane Evacuation Plan which is requested by the City.
3.7 Taxes, Assessments, and Licenses.
(A) Payment of Personal Property Taxes; Sales Tax Reports. Tenant shall pay, when
due, all taxes attributable to the personaf property, trade fixtures, business, occupancy, or sales of Tenant
or any other approved occupant of the Premises and to the use of the Premises by Tenant or such other
approved occupant.
(B) Tenant agrees and shall pay before delinquency all taxes (including but not timited
to Resort Taxes) and assessments of any kind levied or assessed upon the Facility and/or on Tenant by
reason of this Lease, or by reason of TenanYs business and/or operations at the Facility.
(C) Procedure If Ad Valorem Taxes Assessed. If ad valorem taxes are assessed against
the Premises or any portion of the Garage by reason of TenanYs business and/or operations thereon
("Real Estate Tax Bill"), Tenant shall be solely responsible for prompt and timely payment of same. In
the event that Tenant does not pay such Real Estate Tax Bill before becoming delinquent, Landlord may
pay the Real Estate Tax Bill and, upon Landlord presenting Tenant with proof of said payment, Tenant
shall reimburse Landlord for said payment as Additional Rent within five (5) days from receipt of the bill.
(D} Tenant shall also be solely responsible (at its sole cost and expense)for obtaining
and maintaining current any applicable business tax receipts required by law for the Permitted Uses; and
licenses or permits, as required for Tenant's operations, including ensuing that any approved
subcontractors have secured the necessary licenses and permits.
3.8 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 (including camera-ready
artwork) shall be submitted for the prior approval of the City Manager or City Manager's designee and
any other required governmental approvals. Tenant shall have the right to install and maintain TenanYs
trade name with a logo lock up of the Padel X logo and the City's logo on all exterior walls of the Premises.
Except with the prior written consent of Landlord, Tenant shall not otherwise 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 TenanYs improvements.
3.9 Special Events/Sponsorships/Promotions.
(A) Tenant's Permitted Uses contemplates the production, promotion, or sponsorship by the
Tenant of padel related special events at the Facility. For purpose of this subsection (A) only, Tenant's
"Special Event" shall mean any event in which Tenant shall dedicate, and close to the general public,
50% or more of the Facility's courts. Tenant shall be permitted to hold up to thirty (30) days of Special
Events in any calendar year, subject to complying with the City's Special Events Permit Requirements
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and Guidelines("Approved Special Event Days"). For any use,other than those provided fvr in this Lease,
a Special Events Permit may be required, and if required, shall be obtained through the City's Office of
Tourism and Cufture. The prior written authorization of the City Manager or the City Manager's designee
must be obtained for any such Special Event. The City Administration shall evaluate requests for Special
Events Permits on a case by case basis, in accordance with the City's Special Event Permit
Requirements and Guidelines.
(B) Sponsorships. The City reserves unto itself all present and future rights to negotiate all
forms of endorsement and/or sponsorship agreements based on the marketing value of any City
trademark, property, brand, logo andlor reputation. Any and all benefits derived from an endorsement
and/or sponsorship agreement based on the marketing value of a City of Miami Beach trademark
property, brand, lago and/or reputation, shall belong exclusively to the City. Tenant shall be specifically
prohibited from entering into, or otherwise creating any, sponsorships and/or endorsements with third
parties which are based solely or in any part on the marketing value of a City trademark, property, brand,
logo and/or reputation.
{t is further acknowledged that the name, likeness, equipment, concepts, logos, designs and
other intellectua! properky rights of T e n a n t shall remain in the excfusive possession and control
of T e n a n t at all times; provided, however, that Tenant hereby grants City an irrevocable license
to use any T e n a n t trademark, brand, and/or fogo, for purposes of the City's promotion of the
programs and services provided at the Premises and including, without limitation, the right to use such
trademarks, brand, and/or logo in all media (for such public marketing purposes).
(C) No Advertisinc�/Promotional Assistance.
(1) No Advertisinq. Tenant understands that City of Miami Beach regulations strictly
prohibit Tenant from advertising on any part of the Premises or improvements within the Premises
which may be visible by the public from the exterior of the Garage, and expressly agrees not to conduct
any advertising hereunder unless expressly approved in writing by the City, in the City's sole and
absolute discretion.
(2) Marketing/Promotiona� Assistance. Tenant and Landlord agree to work together
to create a logo lock-up, which may be used to brand and market Miami Beach merchandise. Also,
Tenant agrees to promote the"City of Miami Beach" brand in connection with its merchandising and other
promotional materials. Further, at the soie option and discretion of the City Manager, the City may
place a link to any website maintained by Tenant, including links for users to reach Tenant and/or
learn more information about the programs and services offered at the Facility. Tenant agrees to place
a link for the City of Miami Beach on its website to inform users of the F a c i I i t y. At the City's
written request, Tenant shall remove the link or any reference to the Miami Beach Facility.
Both the City and T e n a n t agree to make good faith efforts to promote the use of
the Facility within the City of Miami Beach under the terms of this Lease. Any placement of
advertisement or other form of promotion of the Facility, incfuding the {ocation of the Facility, shall be
subject to the prior written approval of the City Manager or City Manager's designee. Any print materials
prepared by the Tenant for use of the Facility including, without limitation, marketing materials or
stationery, shall require the approval of the City Manager's designee prior to printing. Materials must
include the City designation/ logo and appropriate ADA (Americans with Disabilities Act) disclaimer.
3.10 Heavv 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 reasonabie opinion may damage
the Premises, and Landlord may designate the location of any such heavy artic4es in the Premises.
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3.11 Bicycles, Animals. Tenant shall not bring any animals or birds into the Premises and shall
not permit bicycles or other vehicles inside the Premises except in areas designated from time to time by
Landlord in writing for such purposes.
3.12. 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 in writing and shall promptly pay or
cause to be paid to Landlord the cost of repairing any damage in the Garage caused by any person
making improper deliveries to Tenant.
3.13 Obstructions. Tenant shall not obstruct or place anything in or on the sidewalks or
driveways outside the Garage or in the lobbies, corridors, stairwelis, or other common areas, or use such
locations for any purpose except access to and exit from the Premises without Landlord's prior written
consent. Landlord may remove at TenanYs expense any such obstruction or thing caused or placed by
Tenant (and unauthorized by Landlord)without notice or obligation to Tenant.
3.14 Pest Control. In order to maintain satisfactory and uniform pest control throughout the
Garage, Tenant shail engage for its own Premises and at its sole cost, a qualified pest extermination
Tenant 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.
ARTICLE IV. EMPLOYEES AND INDEPENDENT CONTRACTORS.
4.1 In connection with its operations, Tenant may hire Personnel (as defined herein)
who will be the Personnel of the Tenant and not of the City, and who will be subject to a background
Check Process, as set forth in Section 4.5, at the expense of the Tenant. Tenant shali provide an
adequate number of Personnel and man-hours in order to operate its business.
4.2 The Tenant and Personnel must demonstrate knowledge and experience in padel
instruction and related activities, facility management, padel court maintenance and related activities.
4.3 TenanYs Personnel shall wear clean appropriate apparel to include uniforms/name tags,
such that Facility patrons can easily identify Tenant and its Personnel.
4.4 The Tenant shall hire Personnel to work in its operation who are neat, clean, qualified and
efficient and shall comport themselves in a professional and courteous manner and be in conformity with
the City's Customer Service standards, as set forth in the attached Exhibit "D". If the City deems it
appropriate and remits written instructions to the Tenant, the Tenant and its Personnel may be required
to attend Customer Service training as conducted by the City. The Tenant and any Personnel hired by
same shall comply with the pre-employment requirements and standards as established by the City of
Miami Beach's Human Resources Department. If Tenant materially fails to comply with these provisions,
the City may send written notice of default. The Tenant shall have an experienced manager or managers
overseeing the Facility and related operations at all times the Facility is open to the general public.
4.5 Personnel Backqround Checks.
Tenant shall comply with the requirements of Sections 1012.32 and 1012.465, Florida Statutes,
requiring that only those employees who have successfully passed the background screening required
by the referenced statutes, and who meet the standards established by the statutes, be allowed access
to the Facility and/or allowed to perform services under this Lease. This requirement shall also extend to
all Tenant representatives, agents, independent contractors, sub-contractors, or volunteers (such
15
employees, representatives, agents, independent Tenants, sub-contractors, or volunteers of Tenant shall
be collectively referred to herein as"Personnel")performing duties under this Lease. Tenant must provide
a list of Personnel working at the Facility upon the commencement date of each Lease Year.
The Personnel shall undergo the aforestated background screening and a drug screening, as well
as a credit history check for those positions that require the handling of money (collectively referred to
herein as "Background Check Process") prior to entering the Facility to begin employment. The
Background Check Process will be the responsibility of the Tenant and Tenant or such Personnel
undergoing the Background Check Process will bear the cost of acquiring the required Background
Check Process, and any fee imposed by the Florida Department of Law Enforcement to maintain
the records related to the background screening provided with respect to Tenant and its Personnel. A
listing of Personnel who have cleared the backgrounding process must be submitted to the City when
requested.
The Personnel shall not be permitted to work at the Facility until such time as the
Background Check Process has been completed and the City has cleared the Personnel to work
under this Lease. If any Personnel is away from the job for a period of 45 or more days, the City will
require a new Background Check Process.
The City and Tenant agree and acknowledge that the failure of Tenant to perform any of the duties
described in subsection shall constitute a material breach of this Lease, for which the City reserves the
right to terminate immediately and without further liability to the City. Tenant agrees to indemnify defend
and hold harmless the City, its officers and employees from any liability in the form of physical or mental
injury, death or property damage resulting from Tenant's failure to comply with the requirements of this
subsection, or Sections 1012.32 and 1012.465, Fforida Statutes.
Tenant agrees to require all of its Personnel to notify the Tenant and the City of any arrest(s) or
conviction(s)of any offense within 24 hours of its occurrence. Tenant further agrees to immediately notify
the City upon becoming aware that one of its Personnel, who was previously certified as completing the
Background Check Process, is subsequently arrested, or convicted of any disqualifying offense. Failure
by Tenant to notify the City of such arrest or conviction within 24 hours of being put on notice
shall constitute a material breach of this Agreement entitling the City to terminate this Lease
immediately, without further liability to the City, following ten (10) days written notice to Tenant
and Tenant failing to cure this default.
ARTICLE V. INITIAL CONSTRUCTION: MAINTENANCE, REPAIRS, AND ALTERATIONS.
5.1. TenanYs Construction Obligations.
(A) Subject to the provisions hereof, Tenant shall, at its sole expense, design, secure permits
(including Design Review Board ("DRB") approval) and cause the construction and installation of all
improvements to the Premises, as necessary to be fully functional for its intended purpose (such
improvements being referred to herein as "Tenant's Work"), in accordance with the terms and conditions
of the Escrow Agreement and Work Letter attached hereto as Exhibit "E". This includes addressing
required systems such as lighting, sanitation, and sound (as needed), as well as ensuring compliance
with all building and safety codes (including life safety). Additionally, the DRB approval order or the City
Manager's proprietary approval may require certain safety features for the project, which may include a
fence with a minimum of 6' in height and 6' away from the edge; and/or a net with a height of a minimum
of 9 to 12'.
(B) TENANT's project plan/schedule for permitting and constructing the Facility is
incorporated herein by reference and attached hereto as Exhibit"F".
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(C) Tenant shall not alter the existing fire alarm system in the Premises or the Garage.
TenanYs 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 the
City's fire alarm system for the Garage. (The City is not required to provide any security system.) The
City's electrical contractor and/or fire alarm contractor shall, at TenanYs expense, make all final
connections between TenanYs and the City'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 City's representative.
(D) 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 $5,000.00, provided that
the work is not structural, and provided that it is permitted by applicable law.
5.2 Maintenance and Repairs bv Landlord. It is hereby acknowledged and agreed that the
City shall maintain and repair the foundations and all structural components of the Garage. Tenant will
notify in writing of any necessary repairs that are the obligation of the City. The City shall not be
responsible for any damages caused to Tenant by reason of failure of any equipment or facilities serving
the Premises or delays in the performance of any work for which the City is responsible to perform
pursuant to this Lease. Notwithstanding any other provisions of this Lease, if any part of the Premises is
damaged or destroyed or requires repair, replacement, or alteration as a result of the act or omission of
Tenant, its employees, agents, invitees, customers, licensees, or contractors, or as a result of TenanYs
operations, the City shall have the right to perform same and the cost of such repairs, replacement, or
alterations shall be paid by Tenant to the City upon written demand as Additional Rent. In addition, if, in
an emergency, it shall become necessary to make promptly any repairs or replacements required to be
made by Tenant, the City may re-enter the Premises and proceed forthwith to have the repairs or
replacements made and pay the costs thereof. Upon written demand, Tenant shall reimburse the City
for the cost of making the repairs as Additional Rent. The City shall exercise its rights under this section
in a manner so as to minimize any disruption or interference with the operation of TenanYs 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 padel facility, with the exception of base building,
general mechanical for the entire Garage, general electrical systems for the entire Garage, and
foundation of Garage,which are the obligation of the City. Without limiting the generality of the foregoing,
Tenant is specifically required to maintain and make repairs to (i)the portion of any pipes, lines, ducts,
wires, or conduits contained within the Premises including, without limitation, interior plumbing and
electrical installations, (ii)windows, plate glass, doors, and any fixtures or appurtenances composed of
glass (including, without limitation, interior and exterior washing of windows and plate glass and the
installation of hurricane shutters, if provided by the Landlord); (iii) TenanYs sign; (iv} any heating or air
conditioning equipment serving the Premises ("HVAC") (which shall include, without limitation, a
preventive maintenance HVAC service contract. Such service contract shall include, without limitation,
preventive HVAC maintenance no less than monthly)and a copy of such service contract will be provided
to the City; and (v) the Premises or the Garage 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 Tenants or workmen
designated or approved by the City, which approval shall not be unreasonably withheld or delayed.
Tenant shall also furnish, maintain, and replace all electric light bulbs, tubes, and tube casings located
within or serving the Premises and TenanYs signage, all at Tenant's sole cost and expense. Any repairs
or improvements to the Facility required as a result of TenanYs operations shall be TenanYs responsibility,
unless caused by the gross negligence or willful neglect of the City.
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5.4 Approval of TenanYs 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 the City's prior written approval, which may be withheld in the City's
sole discretion. Any alterations by Tenant shall be performed at the sole cost of Tenant, by contractors
and workmen approved by the City, which approval shall not be unreasonably withheld or delayed, and
performed in a good and workmanlike manner, in accordance with all applicable laws and regulations.
5.5 Removal of Improvements and Fixtures.
(A) At the expiration or earlier termination of this Lease, all leasehold improvements
and fixtures(other than unattached, movabie trade fixtures which can be removed without damage to the
Premises) shall be removed by Tenant, at TenanYs sole cost and expense, unless Landlord, in writing,
authorizes such fixtures to remain, and shall restore the Premises to the same finish and condition which
existed as of the Commencement Date. Any damage to the existing finishes of the Premises or Garage
shall be patched and repaired by Tenant, at its expense, and all such work shall be done to the City's
reasonable satisfaction ("Restoration Work"). If any of the Restoration Work does not match the original
surface of the roof-top of the Garage as of the Commencement Date, then at the City Manager's option,
the entire surface of the roof-top of the Garage shall be restored at Tenant's expense. Tenant agrees to
indemnify and hold harmless the City, 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 repiacement of any and all items constructed by Tenant.
(B) Tenant may, during the Terrn, 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 expiration of the Term (only if requested of the City), at its sole cost, remove such leasehold
improvements and trade fixtures in the Premises. Tenant shall, at its own expense, repair any damage
caused to the Premises and Garage by such removal. If Tenant does not remove its trade fixtures at the
expiration, or if requested by the City in writing, upon an earlier termination of the Term, the trade fixtures
may also, at the option of the City, become the property of the City and may be removed from the
Premises and sold or disposed of by the City 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
Premises or Garage or against the City's or TenanYs interest in the Premises or Garage, as applicable.
If a lien is so recorded, Tenant shall discharge it promptly by payment or bonding. If any such lien against
the Premises or Garage or against the City's or Tenant's interest in the Premises or Garage, as
applicable, the City shall have the right to remove such lien by bonding or payment and the cost thereof
shall be paid immediately upon ten (10)days written notice from City to the Tenant. The City and Tenant
expressly agree and acknowledge that no interest of the City in the Premises or the Garage shall be
subject to any lien for improvements made by Tenant in or for the Premises, and the City shall not be
liable for any lien for any improvements made by Tenant, such liability being expressly prohibited by the
terms of this Lease. In accordance with applicable laws of the State of Florida, Landlord has filed in the
public records of Miami-Dade County, Florida, a public notice containing a true and correct copy of this
paragraph, and Tenant hereby agrees to inform all contractors and material suppliers performing work in
or for or supplying materials to the Premises of the existence of said notice.
5.7 Utilities. Tenant shall be responsible, at its sole cost and expense, to provide any and all
appropriate utilities connection points to the Premises sufficient to allow Tenant to use the Premises for
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the Permitted Uses ("Utility Work"). For the avoidance of doubt, such Utility Work shall include, without
limitation, water, sewer, and electricity. Tenant shall be reimbursed for the costs associated with such
Utility Work as set forth in Section 2.3. Tenant shall pay to Landlord, or as Landlord directs, all gas,
electricity, water, sewer, cable, trash, pest control and other utility charges applicable to the Premises,
as separately metered. Tenant shall, at its own cost, install, maintain and repair, as required, its electrical
meter for the Premises. In addition, TenanYs 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 Facility. If TenanYs consumption of electrical services
exceeds either the rated capacity and/or design load of the Facility , then Tenant shall remove the
equipment and/or lighting to achieve compliance within twenty(20) days after receiving written notice
from Landlord, or such equipment and/or lighting may remain in the Premises, so long as 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; provided, however, Tenant shall be reimbursed for those costs as set forth in Section 2.3.
Except with respect to TenanYs maintenance responsibilities as set forth in Section 5.3, and
notwithstanding anything herein to the contrary, if Tenant believes, in its reasonable discretion, that the
utilities of the Premises require an upgrade to accommodate Tenant's Permitted Uses, as may be
approved by Landlord in accordance with the provisions in Section 5.4 as additional Utility Work, then
Tenant shall incur the cost or expense of such upgrade and be reimbursed for those costs as set forth in
Section 2.3.
5.8 Orderly Operation.
(A) The Tenant shall have a neat and orderly operation, consistent with a first class padel
facility and at all times and shall be solely responsible for all costs in connection with the maintenance of
the equipment clean, fully functional, free of damage, in accordance with the manufacturer's
specifications and maintenance requirements, the costs in connection with the upkeep of the padel
cou�ts, and the necessary janitorial services for the Facility including, without limitation the following:
(1) Electric Blowers
(2) Hot/Water/Pressure Washing
(3) Trash cans with Rollers
(4) Brooms and Pans
(5) Court materials
(6) Benches
(7) Umbrellas
(8) Outdoor Furniture
(9) Indoor Furniture
(10) Televisions
(11) Ball Caddies
(12) Racquets
(13) Balls
(14) Computers
(15) Phones
(16) Office Supplies
(17) Janitorial Supplies
With respect to the janitorial services for the Facility to include bathroom supplies at interior
bathrooms. Upon written request, the Tenant shall provide the City Manager's designee with a list of all
cleaning solvents, solutions, agents, chemicals, detergents, and any other fluids or materials used in the
provision of the maintenance services, and their corresponding OSHA Material Safety Data Sheets,
where applicable.
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(B) Courts and Related Facilities Maintenance Standards. The parties herein acknowledge,
and Tenant agrees to ensure the Facility is properly and effectively maintained adhering to widely and
commonly used for a first class padel Court Maintenance Standards, as well as the Extremely Clean
standards set forth in the City's cleanliness index, attached hereto as Exhibit "G" (collectively, the
"Maintenance Standards"). It is further understood that upon the written request of the City, Tenant sha�l
periodically, or upon the City's written request, provide the City Manager or his designee, with a
maintenance report in a format approved by the City.
(C) Recvclinq, Litter, Garbaae and Debris Removal. With respect to recycling, litter,
garbage and debris removal, the Tenant shall provide, at its sole cost and expense, receptacles within
the confines of the Facility and shall provide a sufficient number of these receptacles for its own use and
for the use of the public. Disposal of the contents of said receptacles and removal of litter, garbage and
debris within the Facility as well as recycling (collectively referred to herein as "Waste Removal
Procedures"), shall be done on a daily basis, and shall be the sole cost and responsibility of the Tenant.
Notwithstanding the foregoing, the Tenant shall be permitted to utilize the City's Waste Removal
Procedures, which the City is currently receiving at the Garage, as an in-kind service ("In-Kind Service"),
at no additional cost to Tenant. Should the current In-Kind Service terminate at any time during the Term
of this Agreement or should TenanYs use exceed the current In-Kind Service being provided at the
Facility, Tenant shall be responsible for securing and paying for separate and/or additional Waste
Removal Procedures, which may include, without limitation, routine bulk trash pick-ups and labor costs
associated therewith. The dumping or disposal of any refuse, discards, trash or garbage, generated by,
or as a result of the operations on the Facility, into any of the Miami Beach trash receptacles located in
or around the remainder of the Garage or Lincoln Road, by the Tenant(including its staff and employees),
shall be strictly prohibited unless previously agreed to by the City Manager or City Manager's designee.
Since Tenant will have a food and beverage service, Tenant is also required to clean up any garbage
generated by its operations, even if it spills over into the other portions of the Garage or public sidewalks
adjacent to the Garage.
5.9 Inspection. The Tenant agrees that the Facility and all amenities, equipment, and
operations thereon may be inspected at any time during Hours of Operation by the City Manager or
his/her designee to ensure compliance with this Lease and applicable law, or by any other Municipal,
County, State officer, or agency having responsibilities for inspections of such operations.
Upon reasonable written notice, not less than 24 hours (but no notice is required in emergencies),
Tenant shall provide the City with access to the Premises to make such repairs, alterations, or
improvements thereto as Landlord considers necessary or reasonably desirable; to have access to
underfloor facifities 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. The City
reserves to itself (and others acting on behalf of 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, the City 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. The City shall exercise its rights under this section, to the
extent possible in the circumstances, in such manner so as to minimize interference with TenanYs use
and enjoyment of the Premises and TenanYs property.
The Tenant hereby waives all claims against the City for compensation for loss or damage
sustained by reason of any interference with the operations by the City or any public agency or official in
enforcing its or his duties or any laws or ordinances. Any such interference shall not relieve the Tenant
from any obligation hereunder.
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5.10 Riqht 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 Facility, and, during the
last six(6) months of the Term, 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 TenanYs use and enjoyment of the Premises and TenanYs property.
ARTICLE VI. MANAGEMENT FEES CHARGES AND PROGRAMS& RELATED SERVICES TO BE
PROVIDED.
6.1 Manaqement of Padel Pro Shop Related Items and Services. As part of the Permitted
Uses, Tenant agrees to provide the programs set forth in Exhibit "B". An implementation schedule of
said services shall be provided by the Tenant within sixty (60) days of the Commencement Date. Said
schedule and any modifications, additions or deletions to the list are subject to the prior written approval
of the City Manager and Exhibit "B" shall be amended accordingly. Notwithstanding the foregoing,
modifications or changes in prices for said services may be made in the sole discretion of Tenant without
notice to or approval from the City Manager or Designee; provided, however, that any increase or
decrease in such prices exceeding fifteen percent (15°/o) shall require the prior written approval of the
City Manager or Designee. Any approval or consent required of the City Manager or Designee under this
Section 6.2 shall not be unreasonably withheld, conditioned, or delayed. The City Manager or Designee
shall respond to any approval or consent request within fifteen (15) business days; however, that the
City's failure to respond or approve within said fifteen (15) business day period shall not be deemed an
approval by the City. Tenant may offer for sale those padel related items including, but not limited to,
balls, racquets, shoes, shirts, hats, and towels, and offer related services. Prices sold in the Pro Shop
and for other programs and services shall be substantially in accordance with the price ranges of other
similar padel facilities.
6.2 Fees for hourly court rentals, lessons, clinics, merchandise, equipment rental, and food
and beverage sales and any other related items or services to be sold must be prominently posted at the
Facility at those location(s)where such fees are normally paid. All fees and charges shall be competitive
with those charged by comparable padel facilities in Miami-Dade and Broward Counties. Initial fees for
programs, clinics and lessons are set forth in Exhibit "H" attached hereto. All modifications or changes
in the fees described in Exhibit "H" may be made in the sole discretion of Tenant without notice to or
approval from the City Manager or Designee; provided, however, that any increase or decrease in such
fees exceeding fifteen percent (15%) shall require the prior approval of the City Manager or Designee.
Any approval or consent required of the City Manager or Designee under this Section 6.2 shall not be
unreasonably withheld, conditioned, or delayed. The City Manager or Designee shall respond to any
approval or consent request within fifteen (15) business days; provided, however, that the City's failure
to respond or approve with said fifteen (15) business day period shall not be deemed an approval by the
City.
6.3 The initial menu and costs associate with the food and beverage operation is incorporated
herein by reference and attached hereto as Exhibit "I". All modifications or changes in the costs
described in Exhibit"I" may be made in the sole discretion of Tenant without notice to or approval from
the City Manager or Designee; provided, however, that any increase or decrease in such costs exceeding
fifteen percent (15%) shall require the prior approval of the City Manager or Designee. Such approval
shall not be unreasonably withheld, conditioned, or delayed. The City Manager shall respond to any
approval or consent request within fifteen (15) business days; however, the City's failure to respond or
approve within said fifteen (15) business day period shall not be deemed an approval by the City.
6.4 Exclusive City Vendinq Contracts. TenanYs f�od and beverage service shall be subject
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to, and shall not, in any event, conflict with or otherwise violate the City's exclusive vending contracts, as
may be procured or amended from time to time, which currently include the City's exclusive pouring rights
agreement with PepsiCo d/b/a PepsiCo Beverage Sales, LLC, for all non-alcoholic beverage
categories, including but not limited soda,water,juice, iced tea, isotonics; and an exclusive pouring rights
agreement with Red Bull for the energy drink beverage category; as such, the dispensing or sale of any
competing products is prohibited under this Lease. Additionally, Tenant shall be required to utilize the
services of the City's exclusive vending contract with Bettoli Trading Corp. for snacks. All of the City's
vending contracts shall be collectively referred to herein as the"City Vending Contracts"),a copy of which
are being provided to Tenant simultaneously herewith. The City Manager's designee will provide Tenant
with the contact information for each of the City Vending Contracts, as Tenant will be required to purchase
the products from that designated product distributor. The City will provide Tenant with written notice of
any changes to, or terminations of, the City Vending Contracts.
ARTICLE VII. PUBLIC BENEFITS.,
As additional consideration for this Lease, Tenant agrees to provide the following benefits to the
public utilizing the Premises (the "Public Benefits"):
(A) Proqrams at the Facilitv:
(1) a minimum of one (1) free weekly padel initiation sessions for Miami Beach
Residents;
(2) providing a 15% reduction in ourt booking fees to Miami Beach residents;
(3) providing access to the Facility (without a space rental fee) fo�a minimum of two
(2) Charity events per Lease Year;
(4) producing a minimum of eight (8) weekend wellness events at the Premises that are
open to the community
(5) providing afFordable after school and youth programs for a minimum of forty (40)
students per school year;
(6) providing youth summer camps and seasonal clinics for a minimum of forty (40)
students per year;
(7) providing a minimum of Ten Thousand and No/100 Dollars ($10,000.00) per year
in subsidized memberships for youth enrolled in after school programming;
(8) providing a minimum of ten (10) sponsorship grants for talented juniors needing
financial assistance to access professional training and competition preparation;
(9) fund a minimum of four(4) proactive engagements per year, which could include
local schools, non-profit organizations, and cultural groups to introduce them to the sport;
(10)fund a minimum of four(4) Family-friendly programming per year; and
(11)work with Parks and Recreation Department to host 1-2 free family friendly activations
per Lease Year.
(B) Sustainability Initiatives. Pursuant to Section 3.5 (Tab 3 of Tenant's Proposal), Tenant
agrees to recycle a minimum of Ten Thousand (10,000) aluminum cans and plastic bottles from its
operations at the Facility, thereby diverting these recyclables from landfills and reducing CO2 emissions.
Tenant agrees to incorporate into its operations the following from recycled materials: trash bins, coolers,
benches, recycled apparel and recycled towels. Recycling, made from recycled materials, shall be
placed at the Facility to encourage recycling.
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ARTICLE VIII. FINES AND PENALTIES.
The City reserves the right to levy fines against the Tenant when the City determines that Tenant is not
meeting the level of perFormance required under this Lease for the Facility. The following table below
depicts areas where fines will be levied:
Work Activity Grace Period
Quality of Operations 24 hours
Personnel Shortages 4 hours
Personnei Dress Code 8 hours
Reporting 24 hours
Payments 24 hours
Equipment Deficiencies 72 hours
Maintenance 24 hours
Supplies 8 hours
Program Management 24 hours
Communications 48 hours
Life Safety Maintenance 2 hours
Public Benefits 24 hours
Fines for failures to complete corrective action for any of the performance activities listed above are as
follows:
- $100 after failing to complete corrective action after two (2) notifications
- $200 after three (3) notifications
- $500 after four(4) notifications
If additional time is required to complete corrective action, a written request must be submitted for
approval to the City Manager's designee prior to the end of the grace period. The basis for the
implementation of fines and penalties includes but is not limited to the following:
a. Quality of Operations — Inability to provide service in a workmanlike and
professional manner; failure to conform to professional and industry standards;
unable to provide maintenance services in a manner in clean orderly and safe
condition.
b. Personnel Shortages— Failure to provide necessary on-site personnel required to
provide services consistent with other first class padel operation in Miami-Dade
County and Broward County.
c. Personnel Dress Code — Failure of employees to meet uniform requirements
required pursuant to Article IV, including wearing clean uniforms.
d. Reporting — Failure to submit required reports pursuant to subsection 2.9 or
subsection 5.8 on the due dates.
e. Payments — Failure to submit required payments due under this Lease and
thresholds on due dates.
f. Equipment Deficiencies — Inability to fully operate; in non-functional condition; in
state of disrepair and or visibly damaged; lacking maintenance; and not generally
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maintained and in clean condition.
g. Maintenance — Failure to maintain the Premises are required pursuant to
subsection 5.8.
h. Supplies — Failure to provide the suppl+es necessary for the proper execution of
TenanYs operations or maintenance service specified.
i. Program Management - Failure to implement a comprehensive management
program to respond to the City and/ or stakeholder requests for services and
maintenance issues require by this Lease.
j. Communications — Failure to address routine, scheduled, and emergency
maintenance and repair activities.
k. Safety Regulations— Failure to adhere to OSHA's most recently published Safety
and Health Regulations and general Occupational Safety and Health Standards.
I. Public Benefits— Failure to provide Public Benefits required under this Lease.
ARTICLE IX. INSURANCE AND INDEMNITY.
9.1 TenanYs Insurance. The Tenant shall maintain the below required insurance in effect prior
to awarding the Lease and for the duration of the Lease. The maintenance of proper insurance coverage
is a material element of the Lease and failure to maintain or renew coverage may be treated as a material
breach of the Lease, which couid result in withhoVding of payments or termination of the Lease.
(A) Worker's Compensation Insurance for all employees of the vendor as required by
Florida Statute 440, and Employer Liability Insurance for bodily injury or disease. Should the Tenant be
exempt from this Statute, the Tenant and each employee shall hold Landlord harmless from any injury
incurred during performance of the Lease. The exempt Tenant shall also submit (i) a written statement
detailing the number of employees and that they are not required to carry Workers' Compensation
insurance and do not anticipate hiring any additionai empfoyees during the term of this Lease or (ii) a
copy of a Certificate of Exemption.
(B) Commercial General Liability Insurance on an occurrence basis, including
products and completed operations, property damage, bodily injury and personal &advertising injury with
limits no less than $1,000,000 per occurrence, and $2,000,000 general aggregate.
(C) Umbrella Liability with limits no less than $2,000,000. The umbrella
coverage must be as broad as the primary General Liability coverage.
(D) All-Risk property and casualty insurance, written at a minimum of eighty (80%)
percent of replacement cost value and with replacement cost endorsement, covering all leasehold
improvements installed in the Premises by or on behalf of Tenant and including without limitation all of
TenanYs personal property in the Premises (including, without limitation, inventory, trade fixtures, floor
coverings, furniture, and other property removable by Tenant under the provisions of this Lease).
(E) Liquor Liability Insurance on an occurrence basis, including property damage,
bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence.
(Required, if necessary.)
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(F) 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.
9.2 Additional Insured - City of Miami Beach must be included by endorsement as an additional insured
with respect to all liability policies (except Professional Liability and Workers' Compensation) arising out
of work or operations performed on behalf of the Tenant including materials, parts, or equipment furnished
in connection with such work or operations and automobiles owned, leased, hired or borrowed in the form
of an endorsement to the Tenant's insurance.
9.3 Notice of Cancellation - Each insurance policy required above shall provide that coverage shall not
be cancelled, except with notice to the City of Miami Beach c/o EXIGIS Insurance Compliance Services.
9.4 Waiver of Subrogation —Vendor agrees to obtain any endorsement that may be necessary to affect
the waiver of subrogation on the coverages required. However, this provision applies regardless of
whether the City has received a waiver of subrogation endorsement from the insurer.
9.5 Acceptability of Insurers — Insurance must be placed with insurers with a current A.M. Best rating of
A:VII or higher. If not rated, exceptions may be made for members of the Florida Insurance Funds (i.e.
FWCIGA, FAJUA). Carriers may also be considered if they are licensed and authorized to do insurance
business in the State of Florida.
9.6 Verification of Coverage — Tenant shall furnish the City with original certificates and amendatory
endorsements, or copies of the applicable insurance language, effecting coverage required by this
contract. All certificates and endorsements are to be received and approved by the City before work
commences. However, failure to obtain the required documents prior to the work beginning shall not
waive the Tenant's obligation to provide them. The City reserves the right to require complete, certified
copies of all required insurance policies, including endorsements, required by these specifications, at any
time.
CERTIFICATE HOLDER MUST READ:
CITY OF MIAMI BEACH
c/o EXIGIS Insurance Compliance Services
P.O. Box 4668— ECM #35050
New York, NY 10163-4668
Kindly submit all certificates of insurance, endorsements, and exemption letters to our servicing agent,
EXIGIS, at:
Certificates-miamibeach(a)riskworks.com
9.7 Special Risks or Circumstances - The City of Miami Beach reserves the right to modify these
requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or
other special circumstances.
9.8 Compliance with the foregoing requirements shall not relieve the Tenant of his liability and obligation
under this section or under any other section of this Lease.
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9.9 Intentionallv Deleted.
9.10 Loss or Damaqe; Indemnification.
(A) Loss or Damage. Tenant acknowledges that the City will be performing any
maintenance and repairs required of the City hereunder. The City shall not be liabie for any death or
injury arising from or out of any occurrence in, upon, at, or relating to the Garage or damage to property
of Tenant or of others located on the Premises or elsewhere in the Garage, 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, willful misconduct of the City. Without limiting the
generality of the foregoing, the City 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, plumbing works (outside of the Premises), roof, or subsurface of any floor or ceiling of the Garage
or from the street or any other place or by any other cause whatsoever, unless resulting from the gross
negligence, willful misconduct, of the City.
Notwithstanding the foregoing paragraph, in no event shall the City be liable, whether to
Tenant or to third parties, for an interruption or failure in the supply of any utilities or services to the
Premises, or for any damage to person or property arising from a force majeure event, environmental
concerns, theft, vandalism, HVAC malfunction, sprinklers, appliances, plumbing works within the
Premises, windows, dampness, the bursting or leaking of water pipes, any act or omission of Tenant, or
its employee, agent, contractor, invitee, guest, assignee, or approved sub-tenant or occupant of the
Premises or of any other person, or otherwise. Additionally, all personal property placed or moved into
the Premises will be at the sole risk of Tenant.
(B) Tenant shall indemnify, defend and hold harmless Landlord from and against any
and all losses (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 reasonable attorneys'
fees and costs at all tribunal levels), unless caused by the gross negligence, willful misconduct, of
Landlord, arising from (1) any occurrence in, upon, or at the Premises, (2) the occupancy, use, or
improvement by Tenant, or its employee, agent, contractor, invitee, guest, assignee, or sub-tenant of the
Premises or any part thereof, (3)wholly or in part by any act or omission of Tenant or its employee, agent,
contractor, invitee, guest, assignee, sub-tenant or by anyone permitted to be on the Premises by Tenant;
(4) any misuse, neglect or unlawful use of the Premises by Tenant or its employee, agent, contractor,
invitee, guest, assignee, or sub-tenant; or (5) any breach, violation, or non-performance of any
undertaking of Tenant under this Lease.
(C) No Waiver of Sovereiqn Immunity. Nothing contained in this subsection or
elsewhere in this Lease is in any way intended to be a waiver of the limitation placed upon the City's
liability as set forth in Florida Statutes Section 768.28.
ARTICLE X. DAMAGE AND DESTRUCTION.
10.1 Damage to Premises. Tenant acknowledges that if the Premises are partially or totally
destroyed due to fire or other casualty, any repairs to or rebuilding of the damaged portions of the Facility
will be performed by Landlord and in any event only to the extent that Landlord is required to repair or rebuild
the Facility. If Landlord repairs or rebuilds, Rent shall abate proportionately to the portion of the Premises,
if any, rendered untenantable from the date of destruction or damage until the repairs have been
substantially completed. Upon being notified that the repairs have been substantially completed, Tenant
shall diligently perform all other work required to fully restore the Premises for use in TenanYs business,
in every case at TenanYs 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
26
leasehold improvements in the Premises. Tenant agrees that during any period of reconstruction or repair
of the Premises, it will continue the operation of its business within the Premises to the extent practicable.
If all or any part of the Premises shall be damaged by fire or other casualty and the fire or other casualty
is caused by the fault or neglect of Tenant or TenanYs agents, guest, or invitees, rent and all other charges
shall not abate.
10.2 Termination for Damaqe. Notwithstanding section 10.1, if damage or destruction which
has occurred to the Premises or the Facility is such that in the reasonable opinion of Landlord such
reconstruction or repair cannot be completed within nine (9) months of the happening of the damage or
destruction, Landlord or Tenant, at its option, may terminate this Lease on written 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, including section 5.1(B).
In addition, if Landlord undertakes the reconstruction or repair, and does not complete same within
nine (9) months after the date of the fire or other casualty (subject to the time required to prepare plans
for reconstruction, to obtain building permits, to receive distribution of insurance proceeds, and to
comp�ete the likely contract bidding process and alt 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 XI. ASSIGNMENT, LEASES, AND TRANSFERS.
Tenant shall not assign; sublease; grant any concession or license or management
agreement; permit the use of by any other person other than Tenant; or otherwise transfer all or any
portion of this Agreement and/or of the Facility (all of the forgoing are herein after referred to collectively
as "transfers"), without the prior written consent of the City Commission, in the City Commission's sole
discretion.
ARTICLE XII FORCE MAJEURE.
12.1 A "Force Majeure" event is an event that (i) in fact causes a delay in the performance of
the Tenant or the City's obligations under this Lease, and (ii) is beyond the reasonable control of such
party unable to perForm the obligation, and (iii) is not due to an intentional act, error, omission, or
negligence of such party, and (iv) could not have reasonably been foreseen and prepared for by such
party at any time prior to the occurrence of the event. Subject to the foregoing criteria, Force Majeure
may include events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism, sabotage,
explosions, embargo restrictions, quarantine restrictions, transportation accidents, strikes, strong
hurricanes or tornadoes, earthquakes, or other acts of God which prevent performance. Force Majeure
shall not include technological impossibility, inclement weather, or failure to secure any of the required
permits pursuant to this Lease.
12.2 �f the City or TenanYs performance of its contractual obligations is prevented or delayed
by an event believed by to be Force Majeure, such party shall immediately, upon learning of the
occurrence of the event or of the commencement of any such delay, but in any case within fifteen (15)
business days thereof, provide notice: (i) of the occurrence of event of Force Majeure, (ii) of the nature
of the event and the cause thereof, (iii) of the anticipated impact on this �ease, (iv) of the anticipated
period of the delay, and (v) of what course of action such party plans to take in order to mitigate the
detrimental effects of the event. The timely delivery of the notice of the occurrence of a Force Majeure
event is a condition precedent to allowance of any relief pursuant to this section; however, receipt of such
notice shall not constitute acceptance that the event claimed to be a Force Majeure event is in fact Force
27
Majeure, and the burden of proof of the occurrence of a Force Majeure event shall be on the requesting
party.
12.3 No party hereto shall be liable for its failure to carry out its obligations under this Lease
during a period when such party is rendered unable, in whole or in part, by Force Majeure to carry out
such obligations. The suspension of any of the obligations under this Lease due to a Force Majeure
event shali be of no greater scope and no longer duration than is required. The party shall use its
reasonable best efforts to continue to perform its obligations hereunder to the extent such obligations are
not affected or are oniy partially affected by the Force Majeure event, and use its reasonable best efforts
to correct or cure the event or condition excusing performance and otherwise to remedy its inability to
perform to the extent its inability to perForm is the direct result of the Force Majeure event with all
reasonable dispatch.
12.4 Obligations pursuant to this Lease that arose before the occurrence of a Force Majeure
event,causing the suspension of performance, shall not be excused as a result of such occurrence unless
such occurrence makes such performance not reasonably possible. The obligation to pay money in a
timely manner for obligations and liabilities which matured prior to the occurrence of a Force Majeure
event shall not be subject to the Force Majeure provisions.
12.5 Should, for reasons unrelated to TenanYs negligence or intentional misconduct, thirty
percent(30%)or more of the Facility or thirty percent(30%)or more of the courts be closed due to repairs
or closure of the Garage for a time period greater than thirty(30)continuous days, the parties shall agree
to negotiate, in good faith, to an appropriate modification to the TenanYs Rent payment obligations for
the applicable time period, based upon the proportionate loss of revenue or proportionate loss of use of
the Facility. If the parties cannot reach an agreement, the current terms and conditions of this Lease shall
remain in place and either party may terminate this Lease upon providing the other with a minimum of
sixty (60) days' notice. If this Lease is terminated pursuant to this subsection, Tenant shall be paid for
any services performed up to the date of termination; following which the City shall be discharged from
any and all liabilities, duties, and terms arising out of, or by virtue of, this Lease. In no event will any
condition of Force Majeure extend this Lease beyond its stated Term.
12.6 Labor Dispute. In the event of a labor dispute which results in a strike, picket or boycott
affecting the Facility or operation described in this Lease, Tenant shall not thereby be deemed to be in
default or to have breached any part of this Lease, unless such dispute shall have been caused by illegal
labor practices or violations by Tenant of applicable collective bargaining agreements and there has been
a final determination of such fact which is not cured by Tenant within thirty(30) days.
12.7 Waiver of Loss from Hazards. The Tenant hereby expressly waives all claims against the
City for loss or damage sustained by the Tenant resulting from any Force Majeure contemplated in
Subsection 12.5 and Labor Dispute in Subsection 12.6 above, and the Tenant hereby expressly waives
all rights, claims, and demands against the City and forever releases and discharges the City from all
demands, claims, actions and causes of action arising from any of the aforesaid causes.
ARTICLE XIII. DEFAULT.
13.1 Defaults. A default by Tenant shall be deemed to have occurred hereunder, if and
whenever:
(i) any Minimum Rent is not paid within five (5) days from written notice or demand for payment
has been made by Landlord;
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(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 or
other enumerated defaults in subsections (iv) — (x) and Tenant fails to remedy such breach within
thirty(30) days (or such shorter period as may be provided in this Lease) of written notice from the City,
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, not to exceed ninety (90)days, 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 Facility are canceled or adversely
changed as a result of Tenant's use or occupancy of the Premises and Tenant fails to either restore such
policies of insurance to comply with the terms of this Lease or obtain replacement policies of insurance
satisfactory to Landlord within five (5) business days;
(vi)Tenant fails to open the Premises fully stocked for operation on the earlier of: (1) thirty (30)
days from the date of issuance of the temporary certificate of occupancy or full certificate of occupancy
or(2) the date that is eighteen (18) months from the Commencement Date, following written notice from
Landlord and Tenant failing to open within ten (10) days following said notification;
(vii) Except for Permitted Closures, as set forth in Section 3.4(A), the business operated by
Tenant in the Premises shall be closed by governmental or court order or for any other reason for a period
of thirty (30) days or longer and Tenant failing to open within ten (10) days following written notification
from Landlord;
(viii) Failure of Tenant to operate continuously for the Permitted Uses, fully stocked and during
the entirety of the Hours of Operation, following written notice from Landlord and Tenant failing to cure
said default within ten (10) days following said notification;
(ix) The Guarantor(1)ceases to hold a controlling ownership interest in the Tenant; (2)makes
a general assignment for the benefit of creditors; (3) files a petition or answer seeking for itself any
reorganization, arrangement, composition, readjustment of debt, liquidation or dissolution or similar relief
under any present or future statute, law or regulation of any jurisdiction, (4) dissolves or (5) becomes
inactive; and
(x) Tenant's failure to perform any covenant, condition or obligations under the Lease for
three or more times in a given Lease Year beyond any applicable cure period, then such conduct shall,
at the election of the City, represent a separate event of default which cannot be cured by Tenant. In
such case, the City may immediately or at any time thereafter, and without further demand or notice,
terminate this Agreement without being prejudiced as to any remedies which may be available to it for
breach of contract. Tenant acknowledges that the purpose of this provision is to prevent repetitive
defaults by Tenant under the Lease, which work a hardship upon the City, and deprive the Ciry of the
timely performance by Tenant hereunder.
13.2 Remedies. In the event of any default beyond its applicable cure period 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) Landtord may cancel this Lease by written notice to Tenant(unless notice is waived
by other provisions of this Lease) and retake possession of the Premises for Landlord's account, or may
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terminate TenanYs right to possession of the Premises without terminating this Lease. In either event,
Tenant shall then quit and surrender the Premises to Landlord. If Landlord terminates TenanYs right to
possession of the Premises without terminating this Lease, TenanYs liability under all of the provisions of
this Lease shall continue noiwithstanding any expiration and surrender, or any re-entry, repossession, or
disposition hereunder.
(B) Landlord may enter the Premises as agent of Tenant to take possession of any
property of Tenant on the Premises, to store such property at the expense and risk of Tenant or to sell
or otherwise dispose of such property in such manner as Landlord may see fit without notice to Tenant.
Re-entry and removal may be effectuated by summary dispossess proceedings, by any suitable action
or proceeding, or otherwise. Landlord shall not be liable in any way in connection with its actions pursuant
to this section, to the extent that its actions are in accordance with law.
(C) If Landlord terminates Tenant's right to possession of the Premises without
terminating this Lease under subsection (A) above, Tenant shall remain liable (in addition to accrued
liabilities) to the extent legally permissible for all rent and atl of the charges Tenant would have been
required to pay untit the date this Lease would have expired had such cancellation not occurred. TenanYs
liability for rent shall continue notwithstanding re-entry or repossession of the Premises by Landlord. In
addition to the foregoing, Tenant shall pay to Landlord such sums as the court which has jurisdiction
thereover may adjudge as reasonable attorneys' fees with respect to any successful lawsuit or action
instituted by Landlord to enforce the provisions of this Lease.
(D) Landlord may relet all or any part of the Premises for all or any part of the unexpired
portion of the Term of this Lease or for any longer period, and may accept any rent then attainable; grant
any concessions of rent, and agree to paint or make any necessary repairs, alterations, and decorations
for any new tenant as it may deem advisable in its sole and absolute discretion. Landlord shall be under
no obligation to relet or to attempt to relet the Premises, except as expressly set forth below.
(E) If Landlord terminates Tenant's right to possession of the Premises without
terminating this Lease under subsection (A) above, and Landlord so elects, the rent hereunder shall be
accelerated and Tenant shall pay Landlord damages in the amount of any and all sums which would have
been due for the remainder of the Term (reduced to present value using a discount factor equal to the
stated prime lending rate on the date of Tenant's default by Landlord's then existing mortgagee or, if there
is no mortgagee, by Citibank, N.A., New York). Prior to or following payment in full by Tenant of such
discounted sum promptly upon demand, Landlord shall use commercially reasonable efforts to relet the
Premises. If Landlord receives consideration as a result of a reletting of the Premises relating to the
same time period for which Tenant has paid accelerated rent, such consideration actually received by
Landlord, less any and all of Landlord 's cost of repairs, alterations, additions, redecorating, and other
expenses in connection with such reletting of the Premises, shall be a credit against such discounted
sum, and such discounted sum shall be reduced if not yet paid by Tenant as called for herein, or if Tenant
has paid such discounted sum, such credited amount shall be repaid to Tenant by Landlord (provided
said credit shall not exceed the accelerated amount).
(F) Landlord may remedy or attempt to remedy any default of Tenant under this Lease
for the account of Tenant and to enter upon the Premises for such purposes. No notice of Landlord's
intention to perform such covenants need be given Tenant unless expressly required by this Lease.
Landlord shall not be liable to Tenant for any loss or damage caused by the reasonable acts of Landlord
in remedying or attempting to remedy such default and Tenant shall pay to Landlord all expenses incurred
by Landlord in connection with remedying or attempting to remedy such default. Any expenses incurred
by Landlord shall accrue interest from the date of payment by Landlord until repaid by Tenant at 18% per
annum.
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13.3 Costs. Tenant shall pay to Landlord within ten (10) business days of demand all costs
incurred by Landiord, including reasonable attorneys' fees and costs at all tribunal levels, incurred by
Landlord in enforcing any of the obiigations of Tenant under this Lease. In addition, upon any default by
Tenant, Tenant shall be also liable to Landlord for the expenses to which Landlord may be put in re-
entering the Premises; repossessing the Premises; painting,altering, or dividing the Premises; combining
the Premises with an adjacent space for any new tenant; putting the Premises in proper repair; protecting
and preserving the Premises by placing watchmen and caretakers therein; reletting the Premises
(including reasonable attorneys' fees and disbursements, marshall's fees, and brokerage fees, in so
doing); and any other expenses reasonably incurred by Landlord.
13.4 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 Landiord in exercising a
right or remedy shall exhaust or impair the same or constitute a waiver of, or acquiescence to, a default.
13.5 Default bv Landlord. In the event of any default by Landlord, TenanYs 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 promptly commences to cure within such thirty(30) day period and
thereafter diligently prosecutes such cure to completion, not to exceed ninety(90)days). Notwithstanding
any provision of this Lease, in the event of a default by Landlord, Tenant hereby agrees and acknowledges
that in no event shall Landlord be liable for any incidental, indirect, special or consequential damages
including, without limitation, loss of revenue or loss of profits of Tenant which may be alleged as a result of
Landlord's default, and Landlord's maximum liability shall be as provided in section 13.6.
13.6 Limitation of Landlord's Liabilitv. Landlord desires to enter into this Lease only if in so doing the
Landlord can place a limit on its liability for any cause of action for money damages due to an alleged
breach by the Landlord of this Lease, so that its liability for any such breach never exceeds the sum of
$100,000.00. Tenant hereby expresses its willingness to enter into this Lease with Tenant's recovery
from the Landlord for any damage action for breach of contract to be limited to a maximum amount of
$100,000.00. Accordingly, and notwithstanding any other term or condition of this Lease, Tenant hereby
agrees that the Landlord shall not be liable to the Tenant for damages in an amount in excess of
$100,000.00, for any action or claim for breach of contract arising out of the performance or non-
performance of any obligations imposed upon the Landlord by this Lease. Nothing contained in this
paragraph or elsewhere in this Lease is in any way intended to be a waiver of the limitation placed upon
the Landlord's liability as set forth in Section 768.28, Florida Statutes.
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ARTICLE XIV. ESTOPPEL CERTIFICATE ; SUBORDINATION.
14.1 Estoppel Certificate. Within ten (10) business 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, inciuding whether this Lease is unmodified and in full force and effect(or, if there have been
modifications, that this Lease is in fuil 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 sha(I request such
certificate. Landlord, and any prospective purchaser, lender, or ground lessor shall have the right to rely
on such certificate.
14.2 Subordination; Attornment. This Lease and all rights of Tenant shall be subject and
subordinate to any and all mortgages, security agreements, or like instruments resulting from any
financing, refinancing, or collateral financing (including renewals or extensions thereof), and to any and
all ground leases, made or arranged by Landlord of its interests in all or any part of the Facility, from time
to time in existence against the Facility, whether now existing or hereafter created. Such subordination
shall not require any further instrument to evidence such subordination. However, on written 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 reasonab�y required by Landlord, its lender, or ground lessor, if applicable. 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 inst�ument 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 Minimum 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 written 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 other leases entered into by Landlord with respect to the Premises,
and no subordination shall be effective without a corresponding nondisturbance agreement.
ARTICLE XV. CONTROL OF FACILITY BY LANDLORD.
15.1 Use and Maintenance of Common Areas. Tenant and those doing business with Tenant
for purposes associated with TenanYs 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 the City. The City shall use
commercially reasonable efforts to keep the common areas in good repair and condition and shall clean
the common areas when necessary, in Landlord's discretion, consistent with the standards Landlord
routinely maintains for similar public parking garage facilities. Tenant acknowledges that any common
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areas of the Garage shail at ali times be under the exclusive control and management of the City. For
purposes of this Lease, "common areas" shall mean those areas, facilities, utilities, improvements,
equipment, and installations of the Garage which serve or are for the benefit of ail users of the Garage
and which are not designated or intended by the city to be leased,from time to time, or which are provided
or designated from time to time by the City for the benefit or use of all users of the Garage. Tenant
acknowledges that the remaining portion of the Garage (other than the Premises), which is used as a
parking garage facility, is not a part of the Premises, and that Tenant has no right or license to use the
Garage spaces pursuant to this Lease. Any use by Tenant or its invitees of the Garage spaces shall
require payment for the parking spaces and shall be subject to the rules and regulations in connection
therewith imposed by the City(or successor owner) and/or the operator of the Garage. The City 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.
15.2 Alterations bv the Citv.The City may(but shall not be obligated to)(i)alter,add to, subtract
from, construct improvements on, re-arrange, and construct additional facilities in,adjoining,or proximate
to the Premises; (ii) relocate the facilities and improvements in or comprising the Garage or erected on
the City's Prope�ty; (iii) do such things on or in the Garage as required to comply with any laws, by-laws,
regulations, orders, or directives affecting the City's Property or any pa�t of the Garage; and (iv) do such
other things on or in the Garage as landlord, in the use of good business judgment determines to be
advisable. 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 use reasonable efforts to exercise its rights under this subsection in a manner so as to minimize
any disruption or interference with the operation of Tenant's business and property; the interruption is
due to an event of Force Majeure, or the Garage is closed to the public by the City.
ARTICLE XVI. CONDEMNATION.
16.1 Total or Partial Takinq. If the whole of the Premises, or such portion thereof as will make
the Premises unusable for the purposes leased hereunder, shall be taken by any public authority under
the power of eminent domain or sold to public authority under threat or in lieu of such taking, the Term
shall cease as of the day possession or title shall be taken by such public authority, whichever is earlier
("Taking Date"), whereupon the rent and all other charges shall be paid up to the Taking Date with a
proportionate refund by the City of any Rent and all other charges paid for a period subsequent to the
Taking Date. If less than the whole of the Premises, or less than such portion thereof as will make the
Premises unusable for the purposes leased hereunder, the Term shall cease only as to the part so taken
as of the Taking Date, and Tenant shall pay Rent and other charges up to the Taking Date, with
appropriate credit by the City(toward the next installment of Rent or Additional Rent due from Tenant)of
any Rent, Additional Rent or other charges paid for a period subsequent to the Taking Date. Minimum
Rent, Additional Rent and other charges payable to Landlord shall be reduced in proportion to the amount
of the Premises taken.
16.2 Award. All compensation awarded or paid upon a total or partial taking of the Premises
or Garage including the value of the Ieasehold estate created hereby shall belong to and be the property
of the City without any participation by Tenant; Tenant shall have no claim to any such award based on
TenanYs 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 the City's award or the award of any mortgagee.
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ARTICLE XVII. PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSTYRENE
FOOD SERVICE ARTICLES, SINGLE-USE PLASTIC BEVERAGE STRAWS AND SINGLE-USE
PLASTIC STIRRERS.
17.1 Tenant hereby agrees and acknowledges that, pursuant to Section 82-7 of the City Code,
as may be amended from time to time, Tenant shall not sell, use, provide food in, or offer the use of
expanded polystyrene food service articles (as defined in City Code Section 82-7) in the Premises. A
violation of this section shall be deemed a default under the terms of this Lease. Notwithstanding the
above, this section shall not apply to expanded polystyrene food service articles used for prepackaged
food that have been filled and sealed prior to receipt by Tenant.
17.2 Additionally, Tenant agrees and acknowledges that, pursuant to Section 82-8 of the City
Code, as may be amended from time to time, Tenant shall not sell, use, provide food in, or offer the use
of single-use plastic beverage straws or single-use plastic stirrers (as defined in City Code Section 82-8)
in the Premises. A violation of this section shall be deemed a default under the terms of this Lease.
Notwithstanding the above, the requirements of Section 82-8 shall not restrict Tenant from providing a
beverage with, or offering the use of, a single-use plastic beverage straw or single-use plastic stirrer to
an individuai with a disability or medical condition that impairs the consumption of beverages without a
single-use piastic beverage straw or single-use plastic stirrer.
17.3 As additional consideration for this Lease, separate and apart from the requirements of
Sections 82-7 and 82-8 of the City Code, Tenant agrees:
(A) not sell, use, provide food in, or offer the use of expanded polystyrene food service articles
in the Premises. A violation of this section shall be deemed a default under the terms of this Lease.
Notwithstanding the above, this section shall not apply to expanded polystyrene food service articles
used for prepackaged food that have been filled and sealed prior to receipt by Tenant; and
(B) not sell, use, provide food in, or offer the use of single-use plastic beverage straws or
single-use plastic stirrers in the Premises. A violation of this section shall be deemed a default under the
terms of this Lease. Notwithstanding the above, Tenant shall be permitted to providing a beverage with,
or offering the use of, a single-use plastic beverage straw or single-use plastic stirrer to an individual with
a disability or medical condition that impairs the consumption of beverages without a single-use plastic
beverage straw or single-use plastic stirrer.
XVIII. TENANT'S COMPLIANCE WITH FLORIDA'S PUBLIC RECORDS LAW.
18.1 Tenant shall comply with Florida Public Records law under Chapter 119, Florida Statutes,
as may be amended from time to time.
18.2 The term "public records" shall have the meaning set forth in Section 119.011(12), which
means all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data
processing software, or other material, regardless of the physical form, characteristics, or means of
transmission, made or received pursuant to law or ordinance or in connection with the transaction of
official business of the City.
18.3 Pursuant to Section 119.0701 of the Florida Statutes, if the Tenant meets the definition of
"TenanY' as defined in Section 119.0701(1)(a), the Tenant shall:
(A) Keep and maintain public records required by the City to perform the service;
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(B) Upon request from the City's custodian of public records, provide the City with a copy of
the requested records or allow the records to be inspected or copied within a reasonable time at a cost
that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law;
(C) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed, except as authorized by law, for the duration of the contract
term and following completion of the Lease, if the Tenant does not transfer the records to the City;
(D) Upon completion of the Lease, transfer, at no cast to the City, all public records in
possession of the Tenant or keep and maintain public records required by the City to perform the service.
If the Tenant transfers all public records to the City upon completion of the Lease,the Tenant shall destroy
any duplicate public records that are exempt or confidential and exempt from public records disclosure
requirements. If the Tenant keeps and maintains public records upon completion of the Lease, the Tenant
shall meet all applicable requirements for retaining public records. All records stored electronically must
be provided to the City, upon request from the City's custodian of public records, in a format that is
compatible with the information technology systems of the City.
18.4 Reauest for Records; Noncompliance.
(A) A request to inspect or copy public records pursuant to this Article XVIII relating to the
City's contract for services must be made directly to the City. If the City does not possess the requested
records, the City shall immediately notify the Tenant of the request, and the Tenant must provide the
records to the City or allow the records to be inspected or copied within a reasonable time.
(B) TenanYs failure to comply with the City's written request for records within a reasonable
time as set forth in Section 18.4(A) shall constitute a breach of this Lease and, the City, at its sole
discretion, may: (1) unilaterally terminate the Lease; (2) avail itself of the remedies set forth under the
Lease; and/or(3) avail itself of any available remedies at law or in equity.
(C) Tenant who fails to provide the public records to the City within a reasonable time may
be subject to penalties under s. 119.10.
18.5 Civil Action.
(A) If a civil action is filed against a Tenant to compel production of public records relating to
the City's contract for services, the court shall assess and award against the Tenant the reasonable costs
of enforcement, including reasonable attorneys' fees, if:
(1) The court determines that the Tenant unlawfully refused to comply with the public
records request within a reasonable time; and
(2) At least 8 business days before filing the action, the plaintiff provided written notice
of the public records request, including a statement that the Tenant has not complied with
the request, to the City and to the Tenant.
(B) A notice complies with subparagraph (A)(2) if it is sent to the City's custodian of public
records and to the Tenant at the TenanYs address listed on its contract with the City or to the TenanYs
registered agent. Such notices must be sent by common carrier delivery service or by registered, Giobal
Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of
delivery, which may be in an electronic format.
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(C) A Tenant who complies with a public records request within 8 business days after the
notice is sent is not liable for the reasonable costs of enforcement.
18.6 IF THE Tenant HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE TENANT'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS LEASE, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV
PHONE: 305-673-7411
XIX. INSPECTOR GENERAL AUDIT RIGHTS.
19.1 Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established
the Office of the Inspector General which may, on a random basis, perform reviews, audits, inspections
and investigations on all City contracts, throughout the duration of said contracts. This random audit is
separate and distinct from any other audit performed by or on behalf of the City.
19.2 The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present and proposed City programs, accounts, records, contracts and
transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths,
require the production of witnesses and monitor City projects and programs. Monitoring of an existing
City project or program may include a report concerning whether the project is on time, within budget and
in conformance with the contract documents and applicable law. The Inspector General shall have the
power to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and
procurement process including but not limited to project design, bid specifications, (bid/proposal)
submittals, activities of the Tenant, its officers, agents and employees, lobbyists, City staff and elected
officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant
to Section 2-378 of the City Code, the City is allocating a percentage of its overall annual contract
expenditures to fund the activities and operations of the Office of Inspector General.
19.3 Upon ten (10) days written notice to the Tenant, the Tenant shall make all requested
records and documents available to the Inspector General for inspection and copying. The Inspector
General is empowered to retain the services of independent private sector auditors to audit, investigate,
monitor, oversee, inspect and review operations activities, performance and procurement process
including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the
Tenant its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance
with the contract documents and to detect fraud and corruption.
19.4 The Inspector Generat shall have the right to inspect and copy all documents and records
in the TenanYs possession, custody or control which in the Inspector General's sole judgment, pertain to
performance of the contract, including, but not limited to original estimate files, change order estimate
files, worksheets, proposals and agreements from and with successful subtenants and suppliers, all
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project-related correspondence, memoranda, instructions, financial documents, construction documents,
(bid/proposal) and contract documents, back-change documents, all documents and records which
involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and
personnel records and supporting documentation for the aforesaid documents and records.
19.5 The Tenant shall make available at its office at all reasonable times the records, materials,
and other evidence regarding the acquisition (bid preparation) and performance of this Lease, for
examination, audit, or reproduction, until three (3) years after final payment under this Lease or for any
longer period required by statute or by other clauses of this Lease. In addition:
(A) If this Lease is completely or partially terminated, the Tenant shall make available records
relating to the work terminated until three (3)years after any resulting final termination settlement; and
(B) The Tenant shall make available records relating to appeals or to litigation or the
settlement of claims arising under or relating to this Lease until such appeals, litigation, or claims are
finally resolved.
19.6 The provisions in this section shall apply to the Tenant, its officers, agents, employees,
subtenants and suppliers. The Tenant shali incorporate the provisions in this section in all subcontracts
and all other agreements executed by the Tenant in connection with the performance of this Lease.
19.7 Nothing in this section shall impair any independent right to the City to conduct audits or
investigative activities. The provisions of this section are neither intended nor shall they be construed to
impose any liability on the City by the Tenant or third parties.
ARTICLE XX. E-VERIFY.
20.1 To the extent that Tenant provides labor, supplies, or services under this Lease, Tenant
shall comply with Section 448.095, Florida Statutes, "Employment Eligibility" ("E-Verify Statute"), as may
be amended from time to time. Pursuant to the E-Verify Statute, commencing on January 1, 2021,Tenant
shall register with and use the E-Verify system to verify the work authorization status of all newly hired
employees during the Term of the Lease. Additionally, Tenant shall expressly require any subtenant
performing work or providing services pursuant to the Lease to likewise utilize the U.S. Department of
Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by
the subtenant. If Tenant enters into a contract with an approved subtenant, the subtenant must provide
the Tenant with an affidavit stating that the subtenant does not employ, contract with, or subcontract with
an unauthorized alien. Tenant shall maintain a copy of such affidavit for the duration of this Lease or
such other extended period as may be required under this Lease.
20.2 Termination Riqhts.
(A) If the City has a good faith belief that Tenant has knowingly violated Section
448.09(1), Florida Statutes, which prohibits any person from knowingly employing, hiring, recruiting, or
referring an alien who is not duly authorized to work by the immigration laws or the Attorney General of
the United States, the City shall terminate this Lease with Tenant for cause, and the City shall thereafter
have or owe no further obligation or liability to Tenant.
(B) If the City has a good faith belief that a subtenant has knowingly violated the
foregoing subsection 40.1, but the Tenant otherwise complied with such subsection, the City will promptly
notify the Tenant and arder the Tenant to immediately terminate the contract with the subtenant. TenanYs
37
failure to terminate a subtenant shall be an event of default under this Lease, entitling City to terminate
this Lease for cause.
(C) A contract terminated under the foregoing subsection 20.2(A) or 20.2(B) is not in
breach of contract and may not be considered as such.
(D) The City or Tenant or a subtenant may file an action with the Circuit or County
Court to challenge a termination under the foregoing subsection 20.2(A) or 20.2(B} no later than 20
calendar days after the date on which the contract was terminated.
(E) If the City terminates the Lease with Tenant under the foregoing subsection
20.2(A), Tenant may not be awarded a public contract for at least 1 year after the date of termination of
this Lease.
(F) Tenant is liable for any additional costs incurred by the City as a result of the
termination of this Lease under this section 20.
ARTICLE XXI. TENANT'S COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS.
Tenant agrees to comply with Section 787.06, Florida Statutes, as may be amended from time to time,
and has executed the Certification of Compliance with Anti-Human Trafficking Laws, as required by
Section 787.06(13), Florida Statutes, a copy of which is attached hereto as Exhibit"J".
ARTICLE XXII. PROHIBITION ON CONTRACTING WITH A BUSINESS ENGAGING IN A BOYCOTT.
Tenant warrants and represents that it is not currently engaged in, and will not engage in, a boycott, as
defined in Section 2-375 of the City Code. In accordance with Section 2-375.1(2)(a) of the City Code,
Tenant hereby certifies that Tenant is not currently engaged in, and agrees for the duration of the Lease
to not engage in, a boycott of Israel.
ARTICLE XXIII. PROHIBITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF
CONCERN WHEN AN INDIVIDUAL'S PERSONAL IDENTIFYING INFORMATION MAY BE
ACCESSED.
Tenant hereby agrees to comply with Section 287.138, Florida Statutes, as may be amended from time
to time, which states that as of January 1, 2024, a governmental entity may not accept a bid on, a
proposal for, or a reply to, or enter into, a contract with an entity which would grant the entity access to
an individual's personal identifying information (PII), unless the entity provides the governmental entity
with an affidavit signed by an officer or representative of the entity under penalty of perjury attesting that
the entity does not meet any of the criteria in Paragraphs 2(a)-(c) of Section 287.138, Florida Statutes:
(a) the entity is owned by a government of a foreign country of concern; (b)the government of a foreign
country of concern has a controlling interest in the entity; or(c) the entity is organized under the laws of
or has its principal place of business in a foreign country of concern (each a "Prohibited Entity"). A
foreign country of concern is defined in Section 287.138 (1)(c), Florida Statutes, as may be amended
from time to time, as the People's Republic of China, the Russian Federation, the Islamic Republic of
Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the Venezuelan regime of
Nicolas Maduro, or the Syrian Arab Republic, including any agency of or any other entity of significant
control of such foreign country of concern. Additionally, beginning July 1, 2025, a governmental entity
may not extend or renew a contract with a Prohibited Entity. Tenant warrants and represents that it
38
does not fall within the definition of a Prohibited Entity, and as such, has caused an authorized
representative of Tenant to execute the "Prohibition Against Contracting with Entities of Foreign
Countries of Concern Affidavit", incorporated herein by reference and attached hereto as Exhibit"K".
ARTICLE XXIV. PROHIBITION ON CONTRACTING WITH AN INDIVIDUAL OR ENTITY WHICH HAS
PERFORMED SERVICES FOR COMPENSATION TO A CANDIDATE FOR CITY ELECTED OFFICE.
Tenant warrants and represents that, within two (2)years prior to the Commencement Date, Tenant has
not received compensation for services performed for a candidate for City elected office, as contemplated
by the prohibitions and exceptions of Section 2-379 of the City Code.
For the avoidance of doubt, the restrictions on contracting with the City pursuant to Section 2-379 of
the City Code shall not apply to the following:
(A) Any individual or entity that provides goods to a candidate for office.
(B) Any individual or entity that provides services to a candidate for office if those same
services are regularly performed by the individual or entity in the ordinary course of
business for clients or customers other than candidates for office. This includes, without
limitation, banks, telephone or internet service providers, printing companies, event
venues, restaurants, caterers, transportation providers, and office supply vendors.
(C) Any individual or entity which performs licensed professional services (including for
example, legal or accounting services.
ARTICLE XXV. NO DISCRIMINATION.
25.1 Equal Employment OpportunitLr.
Neither Tenant nor any affiliate of Tenant performing services hereunder, or pursuant hereto, will
discriminate against any employee or applicant for employment because of race, creed, sex,
color, national origin, sexual orientation, and disability, as defined in Title I of ADA.
25.2 No Discrimination.
The Tenant agrees that there shall be no discrimination as to race, color, national origin, sex, age,
disability, religion, income or family status, in its employment practices or in the operations
referred to by this Agreement; and further, there shall be no discrimination regarding any use,
service, maintenance, or operation within the Facility. All services offered at the Facility shall be
made available to the public, subject to the right of the Tenant and the City to establish and
enforce rules and regulations to provide for the safety, orderly operation, and security of the
Facility.
Additionally, Tenant shall comply fully with the City of Miami Beach Human Rights Ordinance,
codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting
discrimination in employment(including independent Tenants), housing, public accommodations,
and public services and in connection with its membership or policies because of actual or
perceived race, color, national origin, religion, sex, intersexuality, gender identity, sexual
orientation, marital and familial status, age, disability, ancestry, height, weight, hair texture and/or
hairstyle, domestic partner status, labor organization membership, familial situation, or political
affiliation.
39
ARTICLE XXVI. MISCELLANEOUS.
26.1 Headinqs.
The section, subsection and paragraph headings contained herein are for convenience of
reference only and are not intended to define, limit, or describe the scope or intent of any provision of
this Lease.
26.2 Severabilitv.
If any provision of this Lease or any portion of such provision or the application thereof to any
person or circumstance shall be held to be invalid or unenforceable, or shall become a violation of any
local, State, or Federal laws, then the same as so applied shall no longer be a part of this Lease but the
remainder of the Lease shall not be affected thereby and this Lease as so modified shall remain in full
force and effect.
26.3 Conflict of Interest.
Tenant shall perform its services under this Lease and conduct the professional padel
management and operations contemplated herein, in a manner so as to show no preference for other
padel operations/facilities owned, operated, managed, or otherwise controlled by Tenant with regard to
its responsibilities pursuant to this Lease.
26.4 No Third-Party Beneficiarv.
Nothing in this Lease shall confer upon any person or entity, including, but not limited to
subtenants, other than the parties hereto and their respective successors and permitted assigns, any
rights, or remedies by reason of this Lease.
26.5 City Manager and Citv Manaqer's Desiqnee. The City Manager is the Executive Director
of the City. The City Manager's designee, who is the person designated to administer this Lease shall
be the Parks & Recreation Department Director. The City Manager shall have authority to approve any
amendments to the Lease within the City Manager's purchasing authority under the City Code of
Ordinances; however, the City Manager's designee shall have authority to administer the day to day
coordination with Tenant and other administrative approvals on behalf of the City.
26.6 City as Landlord in its Proprietary Capacity. In all respects hereunder, the City's
obligations and performance is pursuant to City's position as the owner of the Premises, acting in its
proprietary capacity. In the event the City exercises its regulatory authority as a governmental body, the
exercise of such regulatory authority and the enforcement of any rules, regulations, laws and ordinances
(including through the exercise of the City's building, fire, code enforcement, police department or
otherwise) shall be deemed to have occurred pursuant to City's regulatory authority as a governmental
body and shall not be attributable in any manner to City as a party to this Lease or in any way be deemed
in conflict with, or a default under, the City's obligations hereunder.
26.7 Holdinq Over. If Tenant remains in possession of the Premises after the end of the Term
without having executed and delivered a new lease or an agreement extending the Term, there shall be
no tacit renewal of this Lease or the Term, and Tenant shall be deemed to be occupying the Premises
as a Tenant from month to month at a monthly Minimum Rent payable in advance on the first day of each
month equal to twice the monthly amount of Minimum Rent payable during the last month of the Term,
and otherwise upon the same terms as are set forth in this Lease, so far as they are applicable to a
monthly tenancy.
26.8 Waiver; Partiat Invaliditv. If the City 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
40
subsequent default and no such waiver shall be implied. All of the provisions of this Lease are to be
construed as covenants even though not expressed as such. If any provision of this Lease is held or
rendered illegal or unenforceable it shall be considered separate and severable from this Lease and the
remaining provisions of this Lease shall remain in force and bind the parties as though the illegal or
unenforceable provision had never been included in this Lease.
26.9 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 the City.
26.10 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 the City, at the address
set forth in the Lease Summary; and (ii) if to Tenant, at the Premises or, prior to Tenant 's occupancy of
the Premises, at the address set forth on the Lease Summary. Any such notice or other instruments
shall be deemed to have been given and received on the day upon which personal delivery is made or,
if mailed pursuant to certified mail, then forty-eight(48) hours following the date of mailing. Either party
may give notice to the other of any change of address and after the giving of such notice, the address
therein specified is deemed to be the address of such party for the giving of notices. If postal service is
interrupted or substantially delayed, all notices or other instruments shall be delivered in person or by
overnight express mail courier.
26.11 Successors; Joint and Several Liabilitv. The rights and liabilities created by this Lease
extend to and bind the successors and assigns of the City 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 Transferee has been approved by the City. If there is at any time more than one
Tenant or more than one person constituting Tenant, their covenants shall be considered to be joint and
several and shall apply to each and every one of them.
26.12 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.
26.13 Extended Meaninqs. 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.
26.14 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 the City 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 the
City 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.
26.15 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
41
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 shafl survive expiration of the Term.
26.16 Quiet Enjoyment. If Tenant pays rent and other charges and fully observes and performs
all of its obligations under this Lease, Tenant shall be entitled to peacefui and quiet enjoyment of the
Premises for the Term without interruption or interference by the City or any person claiming through
City.
26.17 Brokeraqe. The City and Tenant each represent and warrant one to the other that neither
of them has employed any broker in connection with the negotiations of the terms of this Lease or the
execution thereof. The City and Tenant hereby agree to indemnify and to hold each other harmless
against any loss, expense, or liability with respect to any claims for commissions or brokerage fees arising
from or out of any breach of the foregoing representation and warranty.
26.18 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.
26.19 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 co�tained herein.
26.20 TRIAL BY JURY. THE CITY AND TENANT EACH HEREBY WAIVES ITS RIGHT TO A
JURY TRIAL OF ANY ISSUE OR CONTROVERSY ARISING UNDER THIS LEASE.
[SIGNATURE PAGE TO FOLLOW]
42
EXECUTED as of the day and year first above written.
ATTEST: LANDLORD:
CITY OF MIAMI BEACH, FLORIDA,
a Florida municipal corporation
By: By:
Rafael E. Granado, Secretary Eric T. Carpenter, City Manager
By:
Witness
Print Name
Date:
ATTEST: TENANT:
MIAMI BEACH RACQUET CLUB, LLC, a Florida limited
liability company
By: gy:
Witness Print Name/Title:
Print Name
Date:
43
EXHIBIT"A"
SKETCH OF FACILITY
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EXHIBIT"B"
PERMITTED USES
2024 iielease
. _ . � ... �.., i .
. . . . _ _ � . �� _ ����'._. �Services
�o�ial a�d �p�rti�g servic�s th�t ���uld �� �ff�r�d
The �ocial component of your club At a sporting level, a club
can be enhanced through. . . should provide. . .
� ... food & beverage � ... padel courts
with places for members to relax and socialize well maintained and with good lighting
� ... social events (�(� ... locker rooms
and friendly tournaments to foster community �� clean and well equipped with showers and lockers
� ... seasonal camps � ... private and group lessons
� focusing on skill development and fun activities with qualified coaches for different skill levels
� ... lounge areas � ... leagues and tournaments
where members can relax and spectate in comfort regularly organized for all player categories
� ... other amenities � ... equipment rental
such as a pro shop or a kids club Including rackets and balls
Snurr.e(e):Sirategy&analysis
Global Pfldel Report Dy Playtom� P L A Y T O M 1 C 40
3.1 Executive Summary
Padet X Miami Beach redefines urban recreation spaces by combining world-class sports infrastructure, wellness activation, sustainability leadership, and community
programming.Padel X Miami Beach witl become a centra!health,recreation,and social activation hub in line with the City's objectives to revitalize the area through sports activities
and lifestyle.Padel X proposes an indoor club to protect the courts from the prevailing wi�ds in Miami Beach roottops and enhance the playing experience.Additionally,there
could be a public safety issue ifthe courts were outdoor,with padel balls flyingout into the existingtraffic.
Designed by Populous,globat leaders in sports architecture,the project integrates premium facilities with vibrant community spaces:
•10 premium fully covered&climate-controlled padel courts.
•A Wellness area for recoveryand stretching.
•Food&Beverage terrace overlooking Lincoln Road.
•Court-side video technology for digital engagement.
•Exclusive brand collaboretions(e.g.,Lacoste partnership).
Padel X,supported by a qualified architectural and engineering team,presents a dynamic pla�to develop a 39,000 square-foot rooftop padet club atop the Garage G5 at 640 17th
Street,Miami Beach.The project will transform underutilized rooftop space into a vibrant community recreation venue,featuring 10 Padel courts,a reception,pro shop,locker
rooms,a wellness area,an outdoor terrace and an indoor tounge overlooking the couris.The ctub witl serve Miami's local players on a dairy basis and host regional and national
Padel tournaments,supportlng the ciry's commitment to active lifestyles and community-focused development.The project will be designed, permitted and built in 9 months
following permit approvals,wi[h full compliance to the Florida Buftding Code,Miami Beach zoning regulations,ADA standards,and hurricane-resilient construction practices.Al!
lighting,sanitation,and sound systems are designed for tournament-quality performance while minimizing neighborhood impact.
The design respects the garage's existing structure and maintains the City's zoning 100-foot height limit.Parking demand will be mitigated by utilizing the garage's existing capacity,
implementing designated parking areas, and promoting alternative transportation. While formal green buflding certification is not pursued, the project embodies a strong
commitment to sustainability,resilience,and community heatth,with energy-efficient systems,water conservation measures,and durable,tow-maintenance materials.Upon lease
expiration or termination,all rooftop improvements are designed to be fully removable,restoring the garage to its original or better condition.
3.2 Programming Concept
Padet X Miami 8each is an innovative indoor sports faciliryfeaturing 11 stat�of-the-art padet courts in a modem,climate-controlted environment.Designed for year-round use,the
club provides high-quality recreation and wellness programming in support of the City of Miami Beach's heafth,community engagement,and sustainabilitygoals.
Operational Ptan
•Facility Hours:Open daily from 7:00 AM to 11:00 PM,accommodating a wide demographic,from early morning players to late evening visitors.
•ManagementTeam:A full-time Club Director wilt tead operations,supported by certified coaches,hospitatity staff,and program coordinators.
•DigitalAccess:Members and guests wilt reserve courts,sign up for programs,and track events through a fulty integrated dgital platform.
Programming and Utilization
Padel X Miami Beach will activate a(l 11 courts with diverse and inclusive programming:
•Instructional Programs:Daily adult and youth clinics,private and group lessons,and a junior development academy.
•Community Play:Weekty open play sessions,teagues,round-robins,and monthlytournaments to build a consistent local player base.
•Speciat Events:Monthlywellness activations,themed social events,and charitytournaments to broaden participation and✓sibitity.
•Private and Corporate Rentals:Space will be available for brand activations,corporate outings,and private celebrations.
Community&Economic Impact
Strategically tocated near Lincotn Road,the facilitywill drive consistent traffic to surrounding businesses.Padel X MiamiBeach will activery coltaborate with restaurants,retailers,
and wellness brands through co-promotions,pop-ups,and cross-marketing opportunities.
In addition,the club will offer
•Offer youth outreach and sponsorships for potential champions.
•Host neighborhood-focused events in collaboration with tocal schools and organizations.
•Serve as a safe,weatherproof recreation option in a dense urban setting.
Health,Wellness&Sustainability
Padel X Miami Beach supports the City's wellness vision through:
•Accessibte fit�ess for atl skiU levels and ages.
•Social sport experiences that encourage active lifestytes and mental well-being.
Our operatfnns also emphasize sustalnability
•Closed-loop recycling initiative:repurposing plastic waste(e.g.,ball canisters and packaging)into club furniture and branded merchandise.
•Green infrastructure:energy-efficient tighting,waterconservation systems,and waste reduction protocols.
•Eco-conscious retail:branded Padet X apparel and products made from recycled and organic materials.
3.2.1 Accessibility
Ensuring Inclusive Access forAll Residents,Employees,and Visitors
PadetX Miami 8each is committed to removingtraditional barriers to sports participation.From pricing to programming,our g�al is to make padel approachable,inclusive,and
welcoming for every segment of the community—regardless of age,abiliry,or income level.
Facility Design
•FuttyADA Compliant:Atl courts,locker rooms,entrances,and common areas are fully accessible to indfviduals with disabiGties.
•Smart Scheduling and Layout:Court layouts and traffic flows are optimized for safety and convenience,allowing easy accessforfamilies,seniors,and visitors with mobility
considerations.
Programming for All Levels
•Level Up Academy:Our signature instructionat program offers over 40 weekly events,segmented by age,gender,and skitl teoel.This structured approach ensures that each player
receives instruction tailored totheirgoals and experience level.
•Free Friday Initiation Classes:Everyweek,new players can attend a free clinic,trythe sport,and get rated usingourPlaytomic systerr�encouraging participation without financfal
pressure.
•Membership Options:A flexible membership plan provides added vaWe for frequent ptayers,incWding free bookings during off-peak hours and complimentary access to the Volley
machine.
Coaching Structure
At our ftagship Downtown location,we've developed a coaching modet that creates a strong sense of community and personal en�gement.We will replicate this structure at Padel
X Miami Beach,with each certified pro focusi�g on a specific segment:
•Advanced/Competitive Players-Simon
•Intermediate Players-Agustin
•Beginners&Boys luniors-Tato
•Women&Girls Juniors-Lorena
All programming and training operations are overseen by Nalle Grinda,ensuring consistency,high standards,and a strong developmental pipeline from entry-levelto elite.
3.2.1 Accessibility
Technology 8 Affordabitiry
•Playtomic Integration:All court bookings,programs,and events are easity accessible through the Playtomic app—the global leader in padel reservations.
•Accessibte Pay-to-Play Model:No exctusive or costly memberships just simple,transparent pricing to maximize participation and community reach.
•Regular fund-raising charity events,family days,and open clinics to build broad local engagement.
•Special discounts for local residen[s and youth programs in setect hours.
•School partnerships,where we will make available time slots to introduce school students to the game and develop social skitls thru sports.
•Youth engagement programs that invites kids of all ages and levels to develop their skills.
•Senior activity integration,with low impact clinics.
3.2.2 Community Engagement
At PadelX Miami Beach,communiry engagement is a foundational pillar.Our programmfng and partnerships are designed to connect generations,build inclusivity,and
serve the diverse needs of Miami Beach residents.
All-Day Activation Model:
•Morning and Midday CGnics for seniors,parents,and retirees.
•After-School Programming for youth.
•Evening Events and Mixers forworking professionals.
•Weekend Family Ptay Hours for multi-generational participation.
Schoo!Partnerships:
•Active cotlaboration with Miami Beach Senior High School.
•Capacity for 44 students ptaying simultaneously across 11 courts.
•Weektyyouth sport sessions to introduce the game to hundreds of students.
Junior Development:
•Daily Kids Club at 4:30 PM(mirroring Oowntown Miami's successful modet).
•Junior programs led byTato and Lorena Rouillon,U.S.nationatteam coaches.
•Pro training tracks for U18,U16,and U14 athletes aspiringto compete nationally.
Support for Youth:
•Discounted Youth Memberships for regular Kids Club attendees.
•Summer Camps&seasonal ctinics.
•Scholarships and Sponsorship Grants for high-potential but underserved youth.
•Flexible schedules taitored to family routines and schoot calendars.
3.2.2 Community Engagement(Sample Weekly Schedule)
To iilustrate the depth and variery of our programming,below is a representative snapshot of a rypical weekly schedute currentry offered at Padel X Downtown Miami.This
format will be replicated at Padel X Miami Beach:
Morning:
•Beginner&High Beginner Clinics
•Mixed Intermediate C�inics
Midday:
•Low Intermediate Clinics
•Complimentary Rating Sessions
•Initiation Clinics
•Advanced Intensive Training(for juniorsj
•Tournaments(e.g.,Rise&Rise PLus Series)
After-School(4:30 PM-6:30 PM�:
•Kids Clinics(Dairy Kids Club)
•Parents Clinics(offered concurrently�
Evening:
•Mixed Intermediate&Advanced Clinics
�High Beginner and Intermediate Americanos
•Competition Circuit for WPR 12+Players
This structure ensures full-dayactivation and supports famfly engagement,performance training,and social ptay.
3.2.3 Promotion
To ensure Padel X Miami Beach reaches and retains a wide,diverse audience,we have developed a multFchannel promotional strategy built on both global reach and
hyperlocal engagement.
Global Visibility Through Playtomic:
•Integrated with the world's largest padel booking and engagement platform.
•Events,ctinics,and tournaments listed and bookablevia the app.
•Globa(and regional ptayerexposure with real-time engagement.
Digital Marketing&Communication:
•Social Media:Active presence on Instagram,YouTube,Facebook,and TikTok.
•Website:Real-time schedule,registration,coach bios,and announcements.
•Newsletters:Segmented updates for different user groups and programs.
In-Club Communication:
•LED Info Screens at reception and lounge.
•QR code-enabled flyers for on-the-spot sign-ups and program info.
Local Media&Partnerships:
•Collaborations with local media,the Lincoln Road BID,and nearhy hotels.
•Visitor and tourism-focused marketingthrough concierge and destination networks.
3.3 Partnerships and Collaboration
PadelX Miami Beach's partnership and collaboration plan is designed to complement and enhance Lincoln Road's brand as a premier lifestyle and recreation destination.
Key Strategies:
Community Activation
• Integration with Lincoln Road BID and Mfami Beach events.
• Pop-upexhibitionsshowcasingpadetduringstreetfestivalsandcommunityevents.
• Officiat launch event with local government and community leaders.
• Digital campaign with geo tracking targetingthe locat community and reaching outwith special discounts and benefits.
Partnership Campaigns
• Colfaborations with tocal hotets,businesses.and weltness brands(e.g.,Lacoste partnership).
• Annual Padel professional events showcasing the best padel international players in the world.
• On boarding of Padel X sponsors into this new tocation(Braman,EightSleep.Lacoste..)and usingtheir plalforms to promote the venue.
Community Heroes
• Regular fund-raising charity events,family days,and open clinics to buitd broad local engagement.
• Special discounts for local residents and youth programs in select hours.
Wellness Emphasis
• Positioning padel as a lifestyle:health,fitness,social interaction,and recreation.
• Pop up events with wellness partner brands on weekends,open to the community.
PadelXcommunity activation
• We witl target special offerings to our+14k data base to engage them with this new club.
3.4 Other Value-Added Public Benefits
ExpandingAccess,Enrichment,and Social Impact Through Community-Driven Initiatives
Beyond offering high-quality sport and recreation,PadelX Miami Beach is committed to delivering pubtic benefits that support education,inclusion,and community pride.These programs
are designed to enrich the lives of residents—particularlyyouth and families—white contributing to the Ciry's broader goats oi equity andweil-being.
Free Access for Miami Beach Residents
•Free Initiation Program:All Miami Beach residents are invited to attend free weekly padel initiation sessions designed towelcome new ptayers and introduce them to the sport.
•Resident Access Hours:Designated weekty time blocks—such as"Miami Beach Resident Hours"on Tuesdays and Thursdays from 12:00 to 3:00 PM—will offer preferred rates and
reserved accessforlocalresidents.
After-School&Youth Programs
•Kids Club at4:30 PM(Daily�:A structured,inclusive program designed to introduce children to padel in a fun,developmentallyappropriate format.This schedule mirrors our successful
Downtown Miami offering.
•Tailored lunior Pathways:Foryoung athteteswho show interest and potential,we offer agespecific trainingfor U18,U16,and U14 categories.
•Professional Coaching Leadership:Our youth program is overseen by Tato and Lorena Rouilton,who serve as coaches of the U.S.National Boys and Girls luniorTeams,ensuring world-
class guidance.
•Summer Camps&Seasonal Clinics:E�richment experiences during school holidays focused on skil�development,teamwork,and healthy routines.
Scholarships&FinancialSupport
•Subsidized Memberships foryouth enrolled in the Kids Club program.
•Sponsorship Grants for talented juniors needing financiat assistance to access professional training and competition preparation.
•Communiiy-Based Outreach:Proactive engagement with local schools,nonprofit organizations,and cultural groups to ensure the sport reaches every corner of the community.
Flexible,Personalized Support for Famities
•Our academy staff will work directlywith parents to build customized,recurringschedules based on schooland extracurricular calendars.
•Family-friendly programming and group options witl make it easier for multiple children—or parents and children—to participate simultaneously.
These value-added benefits position Padel X Miami Beach as not just a sports club,but a civic partner dedicated to growing the game of padel while enriching the lives of those it serves.
3.5 EnvironmentaUSustainable Programming/Initiatives
Sustainabitiry fs deeply emhedded in Padet X Miami Beach's DNA:
Facility Design and Operations
. Full LED tighting across courts and lounges(35%energy reduction),
. Waterconservationvialow-ftowfixturesandrainwatersystems,
. Sustainable materials:recycled and low-VOC components.
Impact Metrics:
. 2,2941bs of waste diverted from landfills(2024),
. 5.8 tons of CO3 emissions avoided,
. Over 46,vS plastic bottles recycled into apparet and equlpment:4,617 t-shirts,7,695 caps,23,087 towels.
Eco-Friendly Practices:
. Zero Waste Events:Green tournaments,reusable containers mandatory.
. Circular Economy Products:Benches,bins,and coolers made from recycled plas[ic.
Community Environmental Education:
. Monthly sustainablliryworkshops open to the public,
. Interactive recycling education in the facility,
. Annual"Champions for Green"Tournament celebrating eco-innovation.
Certifications:
. FullalignmentwithCiryofMiamiBeachresiGencyguidelines.
(Souices�Pade(X Sustainabiliry Report 2024.pd/,)
4.10perational Plan
DellveringExcellenceThrough Structure,Service,and Wetlness Integration
Padel X Miami Beach will operate under a proven management framework that ensures smooth day�to-day operations,exceptional customer service,and alignmentwith the City of
Miami Beach's goals for public health,community activity,and sustainability.
Operating Hours
•Open 7 days a week,from 7:00 AM to 11:00 PM,allowing for all-day activation and flexibte access for residents,working professionals,students,and tourists.
•The indoor nature of the facility aflows tor uninterrupted programming regardless of weather or season.
Staifing Structure
The facility wili be managed by a highlytrained team of approximatety 20 rotating staff,structured as foltows:
•Ctub Manager.Oversees atl aspects of operations,staffing,customer service,safety,and programming.
•Front Desk Hosts(1-2 per shift�:Handle check-in,court reservations,retail transacTions,and guest services.
•Bartender/Nutrition Bar Attendant:Operates the health bar,offering nutritious drinks and snacks.
•Full-Time Cleaning PersonneC Ensure all court,locker,lounge,and spa areas are kept clean and hygienic throughout the day.
•Certified CoachingTeam(4+Pros):Lead dailytrafning,clinics,Level UpAcademy programs,private lessons,and events.
A►ignment with City Goals
•Year-round activity supports Miami Beach's health and wellness initiatives.
•Programming serves diverse populations,includingyouth,seniors,residents,and tourists.
•Sustainable practices(detailed in TAB 3)are embedded into daily operations.
OperationalTools
•Digital Bookfng&Engagement Platform:Alt reservations and programming are managed through the Playtomic app,offering seamless user experience and data tracking performance.
•Event Scheduling Software:Internal systems coordinate league ptay,tournaments,private events,and community sessions with real-time updatesfor staff and members.
Health,Recovery&Amenitles
We believe that wellness doesn't stop atthe court.Padel X Miami Beach includes a suite of amenitfes that encourage recovery,proper training routines,and long-term health:
•Heatth Bar:Offers fresh smoothies,cold-pressedjuices,protein shakes,and clean snack options.
•Warm-Up Zone:Includes TRX stations,Theraguns,resistance bands,and stationary bikes for pre-match activation.
•Recovery Area:Pressure boot seating,s[retch stations,and cooldown routines help prevent injury and support physical recaery.
•Mini Spa:Features a sauna and cold plunge pools to enhance the post-exercise experience and encourage retaxation and rejuvenation.
4.2 Marketing Approach
Padel X Miami Beach's marketing plan is designed to complement and enhance Lincoln Road's brand as a premier lifestyle and recreation destination.
Key Strategies:
Community Activation
• Integra[ion with Lincotn Road BID and Miami Beach events.
• Pop-up exhibitions showcasing padel during street festivafs and community events.
• Official launch event with local government and community leaders.
� Digital campaign with geo trackingtargetingthe local community and reaching out with special discounts and benefits.
Partnership Campa(gns
• Collaborations with local hotels,businesses,and wellness brands(e.g.,Lacoste paRnership).
• Annual Padel professional events showcasingthe best padet international players in the world.
• On boarding of Padel X sponsors into this new location(Braman,Eight Sleep,Lacoste..J and using their platlorms to promote the venue.
Community Heroes
• Regularfund-raising chariry events,family days,and open ctinics to build broad local engagement.
• Special discounts for local residents and youth programs in select hours.
Wellness Emphasis
• PositioNng padel as a tifestyle:health,fitness,social interaction,and recreation.
• Pop up events with weltness partner brands on weekends,open to the community.
Padel X communRy activation
• We will target special offerings to our+14k data base to engage them wi[h this new club.
4.2.1 Market Analysis
Demographic Profile
. Population:80,OOO+permanent residents plus millions of tourists annually.
. Income:High dfsposable income levels.
. Age Groups:Millennials and Gen Z dominate.
. Cultural Diversity:Strong multiculturat environment.
(Sources:U.S.Census Bureau,Miami Beach Data PortalJ
Interest in Padel
. Growth:+20ho annual paRicipation increase worldwide.
. Appeak Balanced across genders and ages.
. Lifestyle Fit:Wellness,community,social connection.
(Sources�P(aytomic Giobal Pade(Report 2024)
Relationship with Lincoln Road
. Complementary Otfering:Recreation added to cultural/gastronomic assets.
. Activation Strategy:Pubtic tournaments,family events,co branding with local brands,
. Local Economylmpact:Our cfub traffic will boost local restaurants and sports shops.
Anticipated Impact
. Sodal Impact:Wellness and social integration.
. Economic Impact:Employment,local revenue growth.
. Culturallmpact:Newcultural-sportingevents.
• Environmental Impact�Eco-friendly operations and community education.
4.2.1 Market Analysis
The development of Padel X Miami Beach is pertectly a(igned with local market conditions,community needs,and the strategicvision of Lincoln Road and the City of Miami Beach.
Target Audiences
. Local Residents:Families,young professio�als,retirees,and health-conscious individuals.
. Workers:Employees from surrounding businesses.
. Tourists:Domestic and intemational visitors to Miami Beach.
. Sports Enthuslasts:Tennis and padel players,and general fitness fans.
. Youth and UniversityCommunities:Students from FAU,Lynn University,Miami Dade Coliege.
Key Stakeholders
. City of Miami Beach
. Lincoln Road BID
. LocalBusinesses
. Tourism and HospitaUry Industry
. Sports Federations and Associations
. Local Schoots
. CommunityOrganizations
. Media and Communication Platforms
. Corporate Sponsors
Competitive Landscape
. DlrectCompetRion:Limitedpremiumpadelfacilities.
. IndirectCompetition:Fitnessboutiques,recreationin parks/hotels.
. Opportunity:First-mover advantage for PadelX as a premium operator.
4.2.2 Marketing Strategy
A robust multi-channet marketing plan will ensure activation and visibility:
Digital and Social Media Activatfon:
. Use of leading Playtomic's platform to engage local players and visitors facilitating bookings and social matches.
. Targeted paid social med�a campaigns(Instagram,Facebook,TikTok)to develop public awareness around the game of padel.
. Influencer partnerships with local and national wellness and sports figures.
Eve�t Marketing:
. Pre-opening exhib(tlons with intemational players.
. Public toumaments aligned with city-wide events.
• Partnerships with art,culture,and culinaryfestivals at Lincoln Road.
Media:
. Press releases and media coverage in outlets like the Miami Herald,South Florida Business lournal,and The Padel Weekly.
. Digitalcampaignswithspecialbenefitsforlocalresidents.
Community Outreach:
. School partnerships,where we will make available time slots to introduce school students to the game and develop sociat skills thru sports.
. Youth engagement programs that invites kids of all ages and levels to develop their skills.
. Senior activity integration,with low fmpact clinics.
(Sources:Play[omic Globa(Padel Report 2024.pdf,Medra ArticlesJ
EXHIBIT"C"
TENANT'S HURRICANE PLAN
For public safety considerations in emergency situations, inciuding, without limitation, a threatened
tropical storm or hurricane, Tenant shall execute the following Hurricane Plan:
(Tenant to provide, subject to City's approva4)
EXHIBIT "D"
CITY'S CUSTOMER SERVICE STANDARDS
EXHIBIT "E"
ESCROW AGREEMENT AND WORK LETTER
WORK LETTER AND ESCROW AGREEMENT
THIS WORK LETTER AND ESCROW AGREEMENT (this "Work Letter") is attached to
and made a part of that certain Lease Agreement (the "Lease"), dated this day of
, 2025, by and between the City of Miami Beach, a Fiorida municipal corporation
(collectively, "Landlord"), and Miami Beach Racquet Club, LLC, a Florida limited liability company
("TenanY'), and ("Escrow AgenY'). The terms and
provisions of the Lease are hereby incorporated into this Work Letter by reference. In the event
of any inconsistencies between this Work Letter and the Lease, the provisions of this Work Letter
shall control. All capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Lease.
In consideration of the execution of the Lease, the mutual covenants and conditions
hereinafter set forth, and for other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, Landlord, Tenant and Escrow Agent agree as follows:
I. CONSTRUCTION OF TENANT'S WORK; TENANT DEPOSIT:
1. BuildinQ Shell; Construction of Tenant's Work. The terms of the Lease
contemplate that Landlord shall deliver to Tenant the Premises, with no improvements in "As Is"
"where is" condition, with Tenant providing all necessary utility connection points (including, but
not limited to, water, sewer, and electricity) sufficient for Tenant to use the Premises for the
Permitted Uses. Subject to the terms, covenants and conditions set forth in this Work Letter,
Tenant shall build-out, construct and/or install, at Tenant's sole cost and expense, such walls,
partitions, fixtures and other improvements in and to the Premises as Tenant deems necessary
or desirable in order to make the Premises suitable for TenanYs Permitted Use (the "Tenant's
Work"). This Work Letter sets forth the agreement of Landlord and Tenant with respect to the
construction and/or installation of the Tenant's Work, and all ancillary matters connected therewith
and TenanYs deposit into escrow of certain funds, the disbursement of which is governed hereby.
2. Tenant Deposit. Once (i)Tenant has been issued a master building permit and (ii)
the construction contract containing the budget has been approved in writing by the Landlord,
the Tenant shall deposit with Escrow Agent the amount of 'Dollars ($""".00) (the "Tenant
Construction Fund")within five (5) business days from the later of the date of(i) and (ii). Escrow
Agent shall give written notice to Landlord promptly after receipt of the payment of the Tenant
Construction Fund. Failure of Tenant to make this deposit on or before the date when due and
Tenant failing to cure such default following ten days written notice to Tenant shall constitute a
default by Tenant under this Work Letter and under the Lease, , and shall entitle Landlord to
exercise all remedies available thereunder or at law or in equity for TenanYs default. The Tenant
Construction Fund shall be held and disbursed by Escrow Agent in accordance with the terms of
this Work Letter to pay actual Hard Costs of constructing the TenanYs Work. In no event,
however, shall any portion of the Tenant Construction Fund be used to pay any "Soft Costs." As
used herein, "Hard Costs" shall mean direct contractor costs of labor, material, equipment,
services, and profit. Soft Costs shall include, without limitation, architectural, engineering and
legal fees; costs of financing, insurance, bonding, and security; impact fees; utility hook-up fees;
costs of permits; pre-construction and post-construction expenses, and all other costs that are
not direct costs of construction. All Soft Costs shall be paid as and when due from Tenant's own
funds other than the Tenant Construction Fund.
3. No Unused Tenant Construction Fund. Upon final completion of the TenanYs
Work, and payment of the unpaid hard costs for such TenanYs Work, any unused portion of the
Tenant Construction Fund shall be remitted to Tenant by Escrow Agent within seven (7) days
after Escrow AgenYs receipt of a letter executed by both Landlord and Tenant confirming that the
Tenant's Work has been completed and all Hard Costs have been paid. Tenant recognizes and
agrees that Tenant has committed to expend not less than ***` Dollars ($***.00) towards Hard
Costs of construction of the TenanYs Work. Tenant's failure to do so shall result in forfeiture to
Landlord of any unexpended portion of the Tenant Construction Fund as additionai Rent under
the Lease.
4. Services; Landlord's Insqection. During build-out of the TenanYs Work, Tenant
shail be responsible for procuring, at its own cost and expense, any and alt utilities or services
necessary in connection therewith. Tenant shall be responsible for the cost of any additional
security which may be required as a result of TenanYs construction of the TenanYs Work, which
costs are Soft Costs and may not be paid out of the Tenant Construction Fund.
5. Delav in Substantial Completion. Tenant shall not commence construction of
Tenant's Work until the date specified by Landlord ("Start Date")to Tenant in written notice,which
Start Date shall not be provided until the occurrence of the following: (1)the date Tenant provides
the Security Deposit under the Lease; (2} receipt of escrow letter from Escrow Agent evidencing
the deposit of the Tenant Construction Fund; and (3) the Landlord approves of all insurance
requirements under the Lease and this Work Letter("Estimated Commencement Date"). Tenant
shall use commercially reasonable efforts to Substantially Complete the TenanYs Work in
accordance with the TenanYs Construction Drawings (as hereinafter defined), not later than the
Estimated Completion Date. The "Estimated Completion Date" shall be 18 months after the
Commencement Date (as defined in item 14 of the Lease Summary). "Substantial Completion"
shall mean the date that a final Certificate of Occupancy has been issued for the Premises and
the architect has acknowledged that all work has been completed in accordance with the
approved plans.
6. Landlord's Disclaimer. Notwithstanding the issuance of any approvals or consents
by the Landlord, Landlord has no obligation or responsibility whatsoever for the adequacy, form
or content of the TenanYs Construction Drawings, any contract, any change order, or any other
matter incident to the Premises or the construction of the TenanYs Work. Any inspection of the
Premises or the Tenant's Work shall be for Landlord's protection only and shall not constitute any
assumption of responsibility to Tenant or anyone else with regard to the condition, construction,
maintenance or operation of the Premises or the Tenant's Work or relieve Tenant of any of
TenanYs obligations. Tenant shall select all surveyors, architects, engineers, contractors,
materialmen and all other persons or entities furnishing services or materials to the Premises;
however, the contractor and the architect shall be subject to approval by the City Manager, which
approval shall not be unreasonably withheld, delayed, or conditioned. Landlord has no duty to
supervise or to inspect the Premises or the construction of the TenanYs Work nor have any duty
of care to Tenant or any other person to protect against, or inform Tenant or any other person of,
the existence of negligent, faulty, inadequate or defective design or construction of the TenanYs
Work. Landlord shall not be liable or responsible for any defect in the Premises or the Tenant's
Work, the performance or default of Tenant, Tenant's Architect or Engineer, Contractor, or any
other party, or for any failure to construct, complete, protect or insure the TenanYs Work, or for
the payment of costs of labor, materials or services supplied for the construction of the Tenant's
Work, or for the performance of any obligation of Tenant whatsoever, unless any such defect or
failure to perform is, directly or indirectly, caused by Landlord's gross negligence or willful
misconduct. Nothing, including acceptance of any document or instrument, shall be construed
2
as a representation or warranty, express or implied, to any party by Landlord. Inspection shall
not constitute an acknowledgment or representation by Landlord that there has been or will be
compliance with the TenanYs Construction Drawings or applicable laws and governmental
requirements or that the construction is free from defective materials or workmanship. Inspection
whether or not followed by notice of default shall not constitute a waiver of any default then
existing, or a waiver of Landlord's right thereafter to insist that the TenanYs Work be constructed
in accordance with the TenanYs Construction Drawings, applicable laws, any City board approvals
and other governmental requirements. Landlord's failure to inspect shali not constitute a waiver
of any of Landlord's rights under the Lease or Work Letter or at law or in equity. Tenant agrees
that it shall be solely responsible for supervising the construction of the TenanYs Work, and
Landlord shall have no obligation to provide any such administrative or management services.
II. TENANT'S CONSTRUCTION DRAWINGS; BUDGET; DISBURSEMENT OF TENANT'S
CONTRIBUTION FUND:
1. Contents of TenanYs Construction Drawinas. The TenanYs Work shall be
completed in accordance with TenanYs Plans and Tenant's Construction Drawings as approved
by Landlord pursuant to Article V of the Lease.
2. TenanYs Architect; TenanYs Engineers. Tenant shall employ a licensed architect
approved by Landlord {"Tenant's ArchitecY') in preparation of the Tenant Plans and TenanYs
Construction Drawings, which shail be prepared and sealed in such a manner as may be required
for the issuance of a building permit. Such approval shall not be unreasonably withheld, delayed,
or conditioned. All engineering drawings (the "Engineering Drawings"), shall be prepared by
engineer(s)approved by Landlord ("TenanYs Engineers").
3. Modification of Tenant's Construction Drawinqs. Once approved, except as
provided in Article IV, Section 10 hereof, no changes in, or revisions or additions to, the Tenant's
Plans and TenanYs Construction Drawings may be made without the prior written approval of
Landlord. Tenant shall provide Landlord with computerized architectural drawings ("CAD")of the
TenanYs Plans and Tenant's Construction Drawings on disk. Upon completion of the TenanYs
Work, Tenant shall provide Landlord with "as-builY' plans both in blueprint form and in CAD form.
4. Construction Budqet. Tenant shall cause Contractor to prepare a detailed budget
setting forth the total cost and expenses for construction of the TenanYs Work in accordance with
the TenanYs Construction Drawings, which budget shall reflect actual Hard Costs of construction
of not less than $''*''.00 and shall be subject to the approval of Landlord, which shall not be
unreasonably withheld, delayed, or conditioned (the "BudgeY'). In the event that, at any time
during construction of the Tenant's Work, the amount remaining in Tenant Construction Fund is
not, in the reasonable opinion of Landlord, sufficient to complete the Hard Costs of the Tenant's
Work, Tenant agrees to contribute a sum equal to the deficiency ("TenanYs Excess") into the
Tenant Construction Fund upon thirty (30) days prior written notice. The Escrow Agent shall not
be entitled to disburse any portion of the Tenant Construction Fund until Tenant shall have
deposited the Tenant's Excess into the Tenant Construction Fund.
5. Disbursement of Tenant Construction Fund. Tenant agrees that in connection with
any request for disbursement of the Tenant Construction Fund, Tenant shall comply with each of
the requirements set forth in Article V hereof. Tenant further agrees to provide Landlord and
Escrow Agent with proof of compliance prior to disbursement of any portion of the Tenant
Construction Fund.
3
III. CON7RACTOR; CONSTRUCTION CONTRACT; PERFORMANCE BOND; BUILDiNG
PERMITS:
1. Contractor. 7he Contractor employed by Tenant shall be subject to Landlord's
appraval, which shall not unreasonably be withheld, delayed, or conditioned ("Contractor"), and
shall enter into a construction contract with Tenant ("Construction ContracY'). The Contractor
shall be responsible for obtaining all necessary permits and approvals, which expense shall be a
Soft Cost and shall not be paid for out of the Tenant Construction Fund. All construction
performed by the Contractor shall be done in accordance with, and subject to, each of the terms,
covenants and conditions set forth herein. In addition thereto, Tenant shall advise the Contractor,
and all subcontractors, materialmen and suppliers that no interest of Landford in the Premises or
the Garage shall be subject to liens to secure payment of any amount due for work performed or
materials installed in the Premises.
2. Buildinq Permits. Prior to commencing any work, Tenant shall obtain, at its sole
cost and expense, and shafl furnish copies to Landlord, all building and other permits required to
construct the TenanYs Work. The cost for such building and other permits are Soft Costs and
may not be paid out of the Tenant Construction Fund.
3. Performance Bond. Tenant shall require its Contractor ta provide unconditional
performance and payment bonds covering the total value of the TenanYs Work issued by a surety
acceptable to Landlord. Said bonds shall be issued for each subcontractor, contractor or
materialman furnishing material or providing labor or services to the Premises and shall (i) name
Landlord as an additional obligee, (ii)be in an amount, in form and content,and issued by sureties,
reasonably satisfactory to Landlord and (iii) be in compliance with a11 applicable laws. The cost
of the perFormance and payment bond premiums are Soft Costs and may not be paid from the
Tenant Construction Fund.
IV. TENANT'S COVENANTS WITH RESPECT TO CONSTRUCTION OF THE TENANT'S
WORK:
Tenant hereby covenants and agrees with Landlord as follows:
1. Construction. (i) Prior to the commencement of construction of the Te�ant's Work,
to record a Notice of Commencement in the Public Records of Miami-Dade County, Florida, and
to post a certified copy thereof in the Premises, in accordance with the requirements of Florida
Statutes, Chapter 713, and to designate Landlord as one of the parties to receive a copy of all
notices to owner, (ii) to cause the Tenant's Work to be constructed in accordance with the
Tenant's Construction Drawings, all board and regulatory approvals, and all applicable Laws {as
defined in Article 1V, Section 15 hereof), (iii) to do no act that would reVieve Contractor from its
obligations to construct the TenanYs Work accord+ng to the Tenant's Co�struction Drawings, and
(iv) to make no amendments, other than modifications or change orders as may be permitted
hereunder, to the TenanYs Construction Drawings without the prior written consent of Landlord,
which shall not be unreasonably withheld, delayed, or conditioned.
2. Aqreement of Contractor to Complete Construction� Aqreement of TenanYs
Architect. To promptly furnish Landlord with the written agreement of Contractor, reasonably
acceptable to Landlord, that, in the event of a default by Tenant hereunder or under the Lease or
under the terms of the construction contract between Tenant and its Contractor(the"Construction
ContracY'), Contractor will, at the written request of Landlord, continue performance pursuant to
the Construction Contract, until completion of construction of the TenanYs Work, provided
4
Contractor is reimbursed for all work done subsequent to Landlord's request for Contractor to
complete construction. Tenant shall also furnish Landlord with the written agreement of TenanYs
Architect and TenanYs Engineer, that, following a default by Tenant hereunder or under the Lease
and the lapse of any applicable cure period, (i) Landlord shall be entitled to the use and benefit of
the TenanYs Construction Drawings and (ii) TenanYs Architeci and Engineer will continue
performance under its agreement with Tenant, for the benefit of Landlord, upon written request
therefor by Landlord, provided that Landlord pays TenanYs Architect and TenanYs Engineer for
all services rendered by TenanYs Architect and Tenant's Engineer after Landiord's request.
Landlord, at its sole option, shall be entitled to use the Tenant Construction Fund to pay amounts
owed to Contractor, Tenant's Architect and/or TenanYs Engineer pursuant to this paragraph, and
Escrow Agent shall promptly disburse the funds to Landlord upon Landlord's written request.
3. Insurance. To obtain and deliver to Landlord prior to the commencement of
construction of the TenanYs Work, all insurance or evidence of all insurance required under the
Lease and, in addition thereto, the following (all of which are Soft Costs and may not be paid for
out of the Tenant Construction Fund):
(a) Builder's Risk Insurance. Builder's risk insurance, with a deductible of not
more than $5,000, that shall (i) name Landlord, as an additional insured, (ii) provide coverage
equal to the highest insurable value of the TenanYs Work (but in no event less than the contract
price under Construction Contract), and (iii) be in such form and issued by such companies as
shall be approved by Landlord. Such approval shall not be unreasonably withheld, delayed, or
conditioned. The originals or certified copies of such policies, together with appropriate
endorsements thereto, including, but not limited to, the written agreement by the insurer or
insurers therein to give Landlord thirty (30) days prior written notice of intention to cancel or
amend, shall be promptly delivered to Landlord; said insurance coverage to be kept in full force
and effect at all times during construction of the TenanYs Work.
(b) Statutory Employer Liabilitv and Workman's Compensation Insurance. A
certificate or certificates from an insurance company reasonably acceptable to Landlord,
confirming that Tenant and Contractor have obtained statutory worker's compensation and
employer's liability coverage in an amount not less than required by law, without allowance for
any exemption thereunder.
(c) Automobile Insurance. Business and Automobile Liability with minimum
limits of One Million and No/100 Dollars ($1,000,000.00) per occurrence combined single limit for
Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no
more restrictive than the latest edition of the Business Automobile Liability Policy, without
restrictive endorsements, as filed by the Insurance Services Office and must include: (1) Owned
Vehicles, (2) Hired and Non-Owned Vehicles; and (3) Employers' Non-Ownership.
Any policy of insurance herein required shall contain a contractual liability endorsement
covering indemnity and defense obligations of Tenant and such other coverage as may
reasonably be required by Landlord. Such policy will among other things, make specific reference
to the Lease and Work Letter. Any policy obtained by Tenant insuring against loss by physical
damage to any portion of the TenanYs Work or to materials to be incorporated in the TenanYs
Work or covering Tenant's or its contractor's tools, supplies, machinery or equipment shall contain
an endorsement providing that the insurer waives its rights of subrogation against Landlord and
any other named or additional insured. Nothing in this Section shall give or create in any third
party any claim or right against Landlord, except that which may exist irrespective of this Section.
5
The insurance required hereunder may be contained in one or more policies. Prior to
commencement of any construction, Tenant shall furnish to Landlord certificates or copies of
policies showing that the insurance is in force and that the premiums due thereunder shail have
been paid and that the subcontractors of Contractor, and such other persons as Tenant may direct
are named as insured persons jointly with Contractor in respect of any loss covered. Tenant shall
provide Landlord with notice of any cancellation, termination or modification of any required
insurance coverages.
In the event of any failure of Tenant to furnish and maintain insurance required hereunder,
Landlord, at its option and without waiving the default of Tenant, shaif have the right to provide
Tenant with written notice of such noncampliance. Tenant shall have five (5}working days after
receiving such notice to obtain the required insurance. If Tenant does not do so within that period,
Landlord shall have the right to obtain such insurance for, and in the name of, Tenant. In such
event Tenant shall pay the cost thereof upon written demand and shall furnish all information
required by the insurance carrier.
4. ln addition to the foregoing insurance, Tenant shall, prior to commencement of
construction, provide or cause to be provided to Landlord from each subcontractor performing
services or furnishing labor at the Premises(1)general liability insurance,with limits of One Million
and Nol100 Dollars ($1,000,000.00) per occurrence and Two Mil(ion and No/100 Dollars
($2,000,000.00) in the aggregate and (2) automobile insurance in form and content and in such
amount as Landlord may require.
5. Subroqation. The terms of insurance policies referred to in Section iV
Subsection 3(cj and Subsection 4 shall preclude subrogation claims against Tenant, Landlord
and their respective officers, employees and agents.
6. Insurance Cooperation. To cooperate with Landlord in obtaining for Landlord
the benefits of any insurance policy or other proceeds lawfully or equitably payable to it in
connection with the transactions contemplated hereby and the collection of any indebtedness or
obligation of Tenant to Landlord incurred hereunder.
7. Commencement and Completion of Construction. Tenant shall diligently
pursue construction to completion, in accordance with (i)the TenanYs Construction Drawings, (ii)
all City board approvals and other regulatory approvals; (iii) all applicable Laws; and (iv) such
reasonable rules and regulations as Landlord may impose from time to time to ensure the orderly
construction of the Tenant's Work. Tenant shall pay all Soft Costs from TenanYs own funds and
not from the Tenant Construction Fund and supply such sums of money and perform such duties
as may be reasonabiy necessary to complete the construction of the Tenant's Work on or befiore
the Estimated Commencement Date pursuant to the TenanYs Construction Drawings and in full
compliance with all of the terms,covenants and conditions of this Work Letter. Ten�nt shall satisfy
all liens, claims, or assessments (actual or contingent) asserted against the Premises, the
Building or the Project, for any material, labor, or other items furnished in connection with the
construction of the Tenant's Work, and shall comply with the Florida Mechanics' Lien Law,
Chapter 713, Florida Statutes. In connection with the construction of the TenanYs Work, Tenant
shall comply or cause Tenant's Contractor io comply with all construction, use, building, zoning,
and other similar requirements of any governmental authority having or asserting jurisdiction over
the Premises or the project. Upon written request by Landlord, Tenant will provide evidence of
satisfactory compliance with all of the foregoing to Landlord. In the event any lien shall be filed
(whether properly or improperly) against the Premises, or the Project, it shall be removed,
satisfied or transferred to bond by Tenant within ten(10)days after it becomes aware of such lien.
6
Tenant's failure to do so within the ten (10)day period shall be a default hereunder and under the
Lease, and (i) Escrow Agent shall have no further right to make any disbursement to Tenant
hereunder from the Tenant Construction Fund, and (ii) Landlord shall be entitled to avail itself of
all rights and remedies provided for hereunder or under the Lease.
8. Riqht of Landlord to Inspect Premises. To permit Landlord, and Landlord's
empioyees and Landlord's consultants, if any, and their representatives and agents,to enter upon
the Premises and to inspect the TenanYs Work and all materials to be used in the construction
thereof; and to cooperate and ca�se Contractor to cooperate with Landlord and its employees,
representatives and agents during those inspections; provided, however, that this provision shall
not be deemed to impose upon Landlord any obligation to undertake such inspections.
9. Correction of Defects. To correct any material defect in the TenanYs Work, or
any departure from the Tenant's Construction Drawings not approved by Landlord or permitted
hereunder within a reasonable timeframe, not to exceed sixty (60) days following written
notification to Tenant. The advance of any portion of the Tenant Construction Fund shall not
constitute a waiver of Landlord's right to require compliance with this covenant.
10. Approval of Chanqe Orders. To permit no deviations in excess of $25,000.00
per change, from the TenanYs Construction Drawings, without the prior written approval of
Landlord, which shall not be unreasonably withheld, delayed, or conditioned. No change(s)shall
be permitted unless and untii such change(s)shall have been approved in writing by the Landlord
in accordance with Article II, Section 3 hereof.
11. Notification of Claims bv Subcontractors and Materialmen. To advise Landlord
monthly and in writing, if Tenant receives any Notice to Owner, written or oral, from any laborer,
subcontractor, or materialman in connection with any labor or materials furnished in the
construction of the TenanYs Work.
12. Further Acts. To do and execute all and such further lawful and reasonable
acts, documents, and assurances for the better and more effective carrying out of the intent and
purpose of this Work Letter, as Landlord shail reasonably require from time to time.
13. Architect's Opinion. To furnish to Landlord upon request, the written opinion
of Tenant's Architect, in form and content reasonably satisfactory to Landlord, certifying, that,
based on inter alia, (i) ArchitecYs preparation of the TenanYs Construction Drawings; (ii)
ArchitecYs supervision and inspection of construction of the TenanYs Work; (iii) all applicable
Laws; and (iv) ArchitecYs professional knowledge and judgment: that (a) the Tenant's Work has
been constructed in accordance with the TenanYs Construction Drawings, all City Board
approvals and other governmental approvals, (b) TenanYs Work is in compliance with all Laws,
(c)the proposed Tenant's Work can be constructed in accordance with the TenanYs Construction
Drawings for a cost that does not exceed the price set forth in the Construction Contract, and (d)
the amount remaining in the Tenant Construction Fund is sufficient to pay for all unpaid Hard
Costs of Construction.
14. Certificate of Occuqancy. To obtain and furnish to Landlord a copy of a final
certificate of occupancy, or such other certificate or approval required by any governmental
agency to ensure that the TenanYs Work has been finally completed and that Tenant can occupy
the Premises.
7
15. Florida Buildinq Laws. Tenant and Contractor shall comply with all applicable
provision of the Florida Building Codes Act, as amended from time to time, the Miami-Dade
County Building and Zoning Code, as amended from time to time, and all other applicable laws,
rules, ordinances and building or zoning codes (collectively, the "Laws").
16. Smoke, Alcohol, Druqs and Arms Free Site. Tenant acknowledges that the
Premises and the Project shall be designated as a smoke, alcohol, drug and arms free site (the
"Project Designation"). Tenant covenants to observe said Project Designation and to cause
Contractor and all other contractors, subcontractors and materialmen employed in the
construction of the TenanYs Work to comply with said restrictions. Violation of the Project
Designation by Tenant, Contractor or any contractor, subcontractor or materialman employed in
the construction of the TenanYs Work shall constitute a breach of the Lease, provided that Tenant
shall have thirty(30)days after written notice from Landlord to cure such violation before Landlord
may exercise its remedies for such breach. In addition to all other rights and remedies of Landlord
hereunder, in the event of a vio�ation of the Project Designation by any contractor, subcontractor
or materiaiman, Landlord shali have the right to cause Tenant to terminate the contractor,
subcontractor or materialman causing such violation. In order to facilitate the enforcement of this
provision, Tenant agrees to include language in its contract with Contractor, and any other third
party, provisions (i) requiring the Contractor and third party and any of their contractors,
subcontractors and materialmen to observe said Project Designation and(ii)permitting the Tenant
to terminate any contractor, subcontractor or materialman who fails to observe said Project
Designation. Tenant agrees to immediately advise Landlord of any violation of the Project
Designation that Tenant has actual knowledge of.
17. Parkinq; Location of Construction Dumpsters and Storaqe Trailers� Temporary
Bathroom Facilities. Landlord shall have the right to specify the location for the placement of
construction dumpsters and storage trailers used by Tenant and/or its Contractor in the
construction of the TenanYs Work. Landlord shall also have the right to specify the parking spaces
used by Contractor and all other contractors, subcontractors and materialmen. However, unless
Landlord otherwise agrees, Contractor shall be solely responsible for arranging parking for all
workers at an off-site location. Tenant shall, at its own cost and expense (which shall be part of
Soft Costs), provide temporary bathroom facilities and off-site parking for the contractors,
subcontractors and materialmen engaged in the construction of the TenanYs Work.
18. Maintenance of Premises durinq Construction. Tenant agrees to undertake
the removal of construction related trash on or about the Premises on a weekly basis. In the
event that Tenant fails to comply with the foregoing, Landlord shall have the right, but not the
obligation, to undertake such trash removal and any reasonable expenses incurred by Landlord
in connection therewith shall be payable by Tenant(as Soft Costs)within five(5)days after receipt
of an invoice from Landlord.
V. DISBURSEMENT OF TENANT CONSTRUCTION FUND:
Subject to compliance with and fulfillment of each and every of the terms, covenants and
conditions set forth herein, Escrow Agent shall make disbursements out of the Tenant
Construction Fund, up to the full amount of the Tenant Construction Fund, in accordance with this
Work Letter and the following procedures:
1. Reauest for Payment. At such time as Tenant shall desire to obtain a
disbursement of any portion of the Tenant Construction Fund for Hard Costs of Tenant
Improvement costs, Tenant shall complete, execute and deliver to Escrow Agent and Landlord a
n
request for an advance on a form of draw request approved by Landlord, within its reasonable
discretion. Such draw request shall include, but not be limited to, the following information:
(a) a reasonably detailed breakdown of the total amount then being
requested, identifying each contractor, subcontractor, supplier or materialman to be paid, the
amount to be paid to each such contractor, subcontractor, supplier or materialman, and the work
done by each such person or entity for which payment is being requested;
(b) a copy of all bills, invoices or statements for which payment is being
requested must be attached to the draw request;
(c) waivers or releases or liens for all work performed to the date of the
draw request, from each contractor, subcontractor, materialman or supplier performing work or
supplying materials to the Premises, must be attached to the draw request;
(d) a statement by Tenant that Tenant or TenanYs Architect has inspected
all work for which payment is being requested, that, based upon TenanYs ArchitecYs inspection
of the work, such work complies in all materiai respects with the TenanYs Construction Drawings,
any City Board approvals and other governmental approvals, and applicable Laws (subject to
minor "punch IisY' items set forth on such certificate), and that Tenant authorizes and approves
the payment to each contractor, subcontractor, supplier or materialman shown on the draw
request, in the amount set forth in such draw request;
(e) a certification by Tenant that:
(i) all outstanding claims for labor, materials and fixtures in connection
with the TenanYs Work have been paid in full as of the date of the
draw request, or will be paid in full from the proceeds of the draw
then being requested;
(ii) there are no mechanics, materialmen or other liens filed in the
public records against the Premises, the Building or the Project,
arising from or out of the construction of the Tenant's Work;
(iii) Tenant has complied with all of Tenant's obligations, and is not in
default, as of the date thereof, under the Lease, the Work Letter or
the Construction Contract;
(iv) all insurance policies required hereunder and under the Lease are
in full force and effect;
(v) all funds previously disbursed by Landlord from the Tenant
Construction Fund have been applied in accordance with the prior
draw request;
(vi) the undisbursed portion of the Tenant Construction Fund is
sufficient to complete construction of the TenanYs Work in
accordance with the Budget, the Construction Contract, the
TenanYs Construction Drawings, and applicable Laws;
(vii) there have been no changes in the TenanYs Construction Drawings
other than those made pursuant to change orders permitted
9
hereunder or those changes that are less than the required amount
to receive approval;
(f) A consent of surety; and
(g) such other and further information as Landlord may reasonably
request.
2. ArchitecYs Certification. Each draw request for TenanYs Work costs shall be
accompanied by the written certification of TenanYs Architect, certifying that, based on (i)
Architect's preparation of the TenanYs Construction Drawings, (ii) ArchitecYs supervision and
inspection of construction of the Tenant's Work, (iii) all applicable Laws, and (iv) ArchitecYs
professional knowledge and judgment:
(a) all TenanYs Work constructed as of the date of the draw request have
been constructed in accordance with the Tenant's Construction Drawings and in accordance with
TenanYs Construction Drawings, City Board approvals and other governmentai approvals, and all
applicable Laws (subject only to minor"punch list" items set forth in such certificate);
(b) (i) neither Tenant nor Tenant's Contractor is in default under the
Construction Contract(but such statement shall not be deemed a waiver of any claim Tenant may
have or assert against Contractor), and (ii) each contractor, subcontractor, materialman or
supplier performing work on or supplying materials to the Premises in connection with the
TenanYs Work has been paid in full for all work done or materials supplied, up to the date of
TenanYs ArchitecYs certification, except for amounts to be paid from the draw then being
requested;
(c) all work for which Tenant is seeking disbursement from the Tenant
Construction Fund, as reflected in the draw request, has been incorporated into the Premises;
and
(d) the funds remaining in the Tenant Construction Fund are sufficient to
pay for all Hard Costs required to complete the TenanYs Work.
3. Conditions Precedent to Each Disbursement. At no time and in no event shail
Escrow Agent be obligated or permitted to disburse funds from the Tenant Construction Fund:
(a) if any default or Event of Default hereunder or under the �ease or
Construction Contract shall have occurred and remain uncured; or
(b) if the Premises shall have been damaged by fire or other casualty and
Landlord shall not have received insurance proceeds, sufficient in the reasonable judgment of
Landlord, to effect the restoration of the TenanYs Work in accordance with the Tenant's
Construction Drawings (and Tenant has failed to make arrangements satisfactory to Landlord for
the payment of such insurance insufficiency); or
(c) if there shall be any mechanics' liens or other liens in connection with
construction of the Tenant's Work, filed in the public records against the Premises, the Buiiding
or the Project which have not been released or transferred to bond; or
10
(d) if the warranties and representations of Tenant set forth herein, and, if
applicable, in the Lease or in the Construction Contract, are false or untrue in any material respect
as of the date of such advance; or
(e) if Tenant shall have failed to comply with and perform all of its
obligations under this Work Letter or shall have failed to deliver to Landlord all documentation
required hereunder; or
(f) if a Notice of Commencement has not been filed and posted as required
by Article IV, Section 1 hereof; or
(g) if the funds remaining in the Tenant Construction Fund are insufficient
to pay all Hard Costs to complete the Tenant's Work in accordance with the Tenant's Construction
Drawings, City Board approvals and other governmental approvals, and all Laws.
4. Retainaqe. All disbursements from the Tenant Construction Fund shail be
subject to the following retainages:
(a) Five percent (5%) of that portion of each draw, or such lesser percent
as may be approved by Landlord, which is applicable to payments to be made under the
Construction Contract, unless such retainage has already been deducted from the draw request.
Retainage relating to amounts due under subcontracts shall be released by Escrow Agent for
each subcontractor when the subcontractor has completed its contract to the satisfaction of the
Contractor and Landlord.
(b) The final construction disbursement, equal to no less than 5% of the
highest balance of the Tenant Construction Fund, shall be withheld by Escrow Agent, and shall
be disbursed along with all other retainages under this Section, only upon compliance with the
following requirements (in addition to the requirements for all other disbursements):
(i) Receipt by Landiord and Escrow Agent of satisfactory evidence of
final comp4etion of the TenanYs Work, substantially in accordance
with the TenanYs Construction Drawings, and the approval of such
compietion by local governmental authorities, including, but not
limited to, a final certificate of occupancy issued by the appropriate
governmental authority.
(ii) Receipt by Landlord of satisfactory"as-builY' pians, in both blueprint
and CAD form, registered with the City of Miami Beach Building
Department reflecting the comp4eted Tenant's Work.
(iii) Receipt by Landlord of the Contractor's Affidavit for Final Payment
which shatl include waivers of lien from Contractor and all
subcontractors, materialmen and suppliers employed by Contractor
or Tenant. Said documents shail be in form and substance
reasonably satisfactory to Landlord.
(iv} The written certification from TenanYs Architect that the TenanYs
Work has been Substantially Completed in accordance with the
TenanYs Construction Drawings, all City Board approvals and other
governmental approvals, and all applicable Laws, specifying in
detail any outstanding, minor"punch list" items to be completed.
11
(v) Certificate of Occupancy
(vi) Certificate of Completion
(vii) Delivery and completion of all materials, documents, files, and
requisites in accordance with any and all terms and conditions
contained herein this Work Letter.
4. Notice, Frequencv and Place of Disbursements. All draw requests for work
performed or materials supplied to the Premises (for which payment has not theretofore been
made), together with TenanYs ArchitecYs Certificate and all other information and documentation
required under this Work Letter, shall be submitted to Landlord and Escrow Agent by Tenant not
later than the twenty fifth (25th) day of the month. Provided that(a)Tenant has complied with all
of the terms, covenants and conditions set forth in this Work Letter, (b) the Architect's Ce�tificate
and TenanYs draw request are true and correct in all material respects, and (c) Landlord has not
objected in writing to the proposed disbursement, Escrow Agent shall disburse the funds
requested in the draw request(or such portion thereof as permitted by this Work Letter) not more
than ten (10) Business Days after receipt of the draw request and supporting documentation from
Tenant. Unless otherwise approved by Landlord, Escrow Agent shall only be permitted to
disburse funds from the Tenant Construction Fund one (1) time each calendar month; provided,
however, that Landlord shall not unreasonably withhold, delay, or condition its approval of a
request by Tenant that Escrow Agent disburse funds from the Tenant Construction Fund at times
other than as set forth hereinabove in this Section 4, in the event of a bona fide emergency(such
as, by way of iilustration, but not limitation, to avert a possible work stoppage by the Contractor
or a subcontractor), provided that(i)such disbursement request otherwise complies with all of the
requirements of this Work Letter, and (ii) no more than four (4) such emergency requests need
be considered by Landlord.
5. Disbursements. Landlord shall have the right, but not the obligation, to require
Escrow Agent to make all disbursements from the Tenant Construction Fund (i}directly to Tenant,
or(ii)jointly to Tenant and Contractor.
VI. DEFAULT:
1. Defaults. In addition to the Events of Default set forth in the Lease, the following
shall also be deemed to be Events of Default under the Lease:
(a) If there is any default or Event of Default under the Construction Contract
that arises by reason of the failure of Tenant to pay any sum of money due under the Construction
Contract, and such default is not cured within ten (10) Days following receipt by Tenant of written
notice alleging such default; or
(b) If Tenant shall fail to make, not later than the date when due, the payment
of premiums on any policy of insurance required hereunder, and such failure is not cured within
ten (10) Days of receipt by Tenant of written notice alleging such failure; or
(c) Any other defaults hereunder, or under the Construction Contract or the
Lease, involving the failure of Tenant to pay monetary sums hereunder or thereunder (including
payment of all Soft Costs), and such failure continues for ten (10) Days after receipt by Tenant of
written demand therefor by l.andlord; provided, however, that a good faith, bona fide dispute
between Tenant and the Contractor or other payee for amounts allegedly due under the
12
Construction Contract or other contract shall not, by itself, be considered an Event of Default
hereunder, so long as Tenant is diligent and in good faith attempting to resolve such dispute.
(d) If any lien for labor, material, taxes or otherwise shall be filed against the
Premises, the Garage or the Project, on account of TenanYs work, and such lien is not removed,
satisfied or transferred to bond as required under Article IV, Section 7 of this Work Letter.
(e) if construction of the TenanYs Work shall be abandoned and not be
resumed at such time as may be reasonably necessary to complete construction by the Estimated
Completion Date, unless such cessation is due to acts of God, strike or unavailability of materials.
(f) Any other default under this Work Letter that is not cured within thirty (30)
days after Tenant's receipt of notice of default from Landlord; provided, however, in the event
such default cannot reasonably be cured within the thirty (30) day period, said period shail be
extended for such additional period as may be reasonably required in order to cure such default
(not to exceed an additional 30 days), so long as Tenant acts with reasonable diligence during
and after the thirty(30) day period in attempting to cure the default; or
(g) If the total amount paid by Tenant for Hard Costs of constructing the
TenanYs Work is less than $''".00.
VII. REMEDIES OF LANDLORD:
Upon the occurrence of any one or more of the Events of Default set out in Section VI
hereof, or any default or Events of Default under the Lease, and the lapse of any applicable cure
period, Landlord shall at its option be entitled, in addition to and not in lieu of the remedies
provided for in the Lease, exercise any of the following remedies:
1. Default Constitutes Default Under Lease. Tenant agrees that the occurrence of
such Event of Default, and the lapse of any applicable cure period, shall constitute a Default under
the Lease, thereby entitling Landlord (i) to exercise any of the various rights and remedies
provided, including, but not limited to, the acceleration of all rents, payments and other amounts
due under the Lease, and (ii) cumutatively to exercise all other rights, remedies, options and
privileges provided by law or in equity(unless stipulated to the contrary in the Lease).
2. R9ht of Landlord to Assume Possession and Complete Construction. Tenant
agrees, upon the written request of Landlord, to vacate the Premises and permit Landlord:
(a) to enter into possession;
(b) to perform or cause to be performed any and all work and labor necessary
to complete the TenanYs Work in accordance with the TenanYs Construction Drawings, or in such
other manner as Landlord may elect in its sole discretion;
(c) to employ security watchmen to protect the Premises; and
(d) to receive from Escrow Agent immediately upon demand that portion of the
Tenant Construction Fund not previously disbursed (including any retainage)to be applied first to
the extent necessary to complete construction of the TenanYs Work in accordance with the
Tenant's Construction Drawings, or in such other manner as Landlord may elect, and if the
completion requires a larger sum than the remaining undisbursed portion of the Tenant
Construction Fund, to disburse such additional funds, all of which funds so disbursed to Landlord
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shall be deemed to have been disbursed to Tenant. If Landlord proceeds under this subparagraph
(d), all portions of the Tenant Construction Fund that are not used to pay for completion of
construction shall not be retained by Landlord as Additional Rent. Landlord, shali have the right,
but not the obligation, to take all actions reasonably necessary in connection therewith, including,
but not limited to, the following: To use any funds of Tenant which may be held in deposit and any
funds which may remain unadvanced hereunder for the purpose of completing the Tenant's Work
in the manner called for by the Tenant's Construction Drawings, or in such other manner as
Landlord may elect; to make such additions and changes and corrections in the TenanYs
Construction Drawings which shalt be necessary or desirable to complete the Tenant's Work in a
manner reasonably acceptable to Landlord; to employ such contractors, subcontractors, agents,
engineers, architects, and inspectors as shall be required for said purposes; to pay, settle, or
compromise all existing or future bills and claims which are or may be liens against said Premises;
to execute all applications and certificates in the name of Tenant which may be required by any
construction contract and to do any and every reasonable act with respect to the construction of
the Tenant's Work which Tenant may do in its own behalf. Landlord shall also have power to
prosecute and defend all actions or proceedings in connection with the construction of the
TenanYs Work and to take such action and require such performance as it deems reasonably
necessary. In accordance therewith, Tenant hereby assigns and quit claims to Landlord all sums
to be advanced hereunder, including any remaining Tenant Aliowance and any retainage and any
sums paid hereunder to Landlord.
3. Additional Remedv. In lieu of exercising its rights under the preceding paragraph
2, Landlord may receive from Escrow Agent immediately upon demand all funds remaining in the
Tenant Construction Account and apply them towards Landlord's damages for TenanYs breach
of the Lease.
VIII. ESCROW AGENT PERFORMANCE OF DUTIES:
1. Escrow Agent agrees to perform the duties of Escrow Agent under this Work Letter
and to hold and disburse the Tenant Construction Fund strictly in accordance with the provisions
hereof.
2. In perForming any of its duties under this Work Letter, or upon the claimed failure
to perform its duties hereunder, Escrow Agent shatl be liable to anyone for damages, losses or
expenses which may occur as a result of Escrow AgenYs so acting, or failing to act; except,
however, Escrow Agent shall be liable for damages arising out of its wiliful default or gross
negligence under this Work Letter. Accordingly, Escrow Agent shall not incur any such liability
with respect to(i) any good faith act or omission upon advice of counsel given with respect to any
questions relating to the duties and responsibilities of Escrow Agent hereunder, or (ii) any good
faith act or omission in reliance upon any document, including any written notice or instructions
provided for in the Work Letter, not only as to its due execution and to the validity and
effectiveness of its provisions but also as to the truth and accuracy of any information contained
therein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or
presented by the proper person or persons and to conform with the provisions of this Work Letter.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Work Letter has been made and executed as of the date
set forth below.
LANDLORD:
Attest:
CITY OF MIAMI BEACH, FLORIDA
By:
Rafael E. Granado, City Manager Name: Eric T. Carpenter
Titie: City Manaqer
Print Name:
Date:
TENANT:
MIAMI BEACH RACQUET CLUB, LLC, a
Florida limited liability company
By:
Name:
Print Name Title:
Print Name
Date:
ESCROW AGENT:
By:
Name:
Print Name Title:
Print Name
Date:
F:\4123.00051WORK LETTER AND ESCROW AGREEMENT(SMGQ 02)Clean.docx
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EXHIBIT"F"
PROJECT PLAN AND SCHEDULE
EXHIBIT "G"
PADEL MAINTENANCE STANDARDS
AND
THE GITY'S EXTREMELY CLEAN STANDARDS