Anchor Shops at South Beach Retail Lease between the CMB RDA and Miami Dade County Office of the Tax Collector Docusign Envelope ID:9A88EAE7-D4A8-4356-814E-51757013FB17
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LANDLORD: Miami Beach RedevefopmentAgency, a public body
corporate and politic
1700 Convention Center Drive
Miami Beach. Florida 33139
TENANT: Miami-Dade County Office of the Tax Collector
200 NW 2"`'Avenue
Miami, Florida 33128
DATE OF EXECUTION:
ANCHOR SHOPS AT SOUTH BEACH RETAIL LEASE
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LEASESUMMARY
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 doiiar amounts specified in this Summary shall
have the meanings or amounts as stated, unless expanded upon in the text of the Lease and Its
Exhibits, which are attached to and made a part of this Summary.
1. Date of Lease Execution:
2. Landlord Miami Beach Redevelopment Agency
3. Landlord'sAddress: Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Asset Management Division
with a copy to: City of Miami Beach
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Legal �epartment
4. Tenant Name: Miami-Dade County Office of the Tax
Collector
5. Tenant's Address 200 NW 2°d Avenue, Miami, Florida 33128
6. Guarantor: N/A
7. Guarantor's Address: N/A
8. Premises(sectlon 1.1): 100 16"'Street. Suite 1 -5
Miami Beach, FL. 33139
As shown in Exhibit"A"
9. Gross Rentable Area of Approximately 3,955 square feet.
Interior Premises (section 1.1):
10. Gross Rentable Area of Approximately 20,500 rentable square feet
Retail Space (section 1.1):
11. TenanYs Proportionate 19.292% of Gross Rentable Area of Retail
Share (section 2.4}, Space
12. Permitted Use of Premises shall be used as a Miami-Dade
County Tax Collector's office, serving as an
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agent for the Florida Department of llighway
Safety& Motor Vehicles. Services wili
include vehicle registration renewals, tax
payments, business tax processing,
electronic title management, specialty
license plate issuance, and driver license
renewals, or as otherwise detailed and
approved in writing by the Landlord.
13.Term oi Lease: Lease Term is Nine(9) years and Three
Hundred and Sixty-Four Days (364)from the
Commencement Date.
"Commencement Date": The date
Landlord and Tenant execute the Lease.
"Rent Commencement Date": Rent
Commencement shall be the earlier of:
Tenant opening for business with all
required permits issued by local authorities;
or three hundred sixty-five (365) days after
Delivery Date, subject to Landlord Delays.
"Rent Abatement Period": Minimum Rent
shall be abated ("Abatement") for the ten
(10) months after Rent Commencement
Date - subject to Landlord's Delay as
defined herein. Although Minimum Rent will
be abated during the Rent Abatement
Period, Tenant shall still be responsible for
paying Operating Expenses.
14. Minimum Rent(section 2.2):
MONTHS COST PER SQUARE ANNtJAL/ MONTHLY
FOOT PAYMENT
First Year- Following �
Rent Commencement Date $54 per square foot $213,570.OQ/$17,797.50
Second Year Foliowing
Rent Commencement Date—
End of Lease Term See Note (") See Note (")
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Note (") Commencing on January 15'following the first anniversary of the Rent Commencement
Date and on January 1S`of each succeeding Calendar Year(as defined herein)thereafter during
the Term of the Lease, the Minimum Rent shall be increased annually in increments of three
percent{3°l0)".
15. Prepaid Rent(section 2.2): $17,797.50 due upon
execution of Lease; to be applied to first fuil
month Rent due.
16. Operating Expenses Proportionate share of
(section 2.4): Common Area Maintenance and
insurance on the Anchor Shops and
Parking Garage.
LEASE YEAR COMMON AREA MAINTENANCE ANNUAL/ MONTHLY
(CAM}COST PER SQUARE FOOT PAYMENT
First Year Following
Kent C;ommencement $14.uu per square foot $55,370.00/$4,6�1a.iT
Date plus sales tax plus sales tax
Second Year Follo�ving
Rent Commencement Date —
End of Lease See Note (") See Note(")
Note(*)Beginning on January 1s'folio�ving the first anniversary of the Rent Commencement Date,
and at the beginning of each succeeding Calendar Year thereafter,during the Term,the Operating
Expense payment shall be adjusted, on an annual basis for the period from January 1st through
December 31st (each a "Caiendar Year"), to reflect Tenant's actual Proportionate share of
Property Taxes, Insurance costs (including insurance costs, determined at Landlord's sole
discretion, under Landlord's self-insurance fund), and CAM costs incurred by the Landlord dunng
the previous Lease Year("Operating Expense Ad'}ustmenY').Simultaneously with this adjustment.
Tenant shall be responsible for paying any difference between the Proportionate Share of the
estimated Operating Expenses paid by Tenant during the previous Calendar Year and the
Proportionate Share owed by Tenant in connection with the actual Operating Expenses for the
previous Calendar Year("Operating Expense True-Up").
The Operating Expense payment shall continue fo be payable in monthly installments as
otherwise described above until Landlord notifies Tenant of the new monthly Operating Expense
payment and Operating Expense True-Up payment. Landlord shali attempt to so notify Tenant
prior to the commencement date or within 30 days of being requested by Tenant of each Operating
Expense Adjustment and Operating Expense True-Up amount however, failure of Landlord to
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timely notify Tenant of said Operating Expense Adiustment/True-Up amounts shall not be deemed
a waiver by Landlord of the right to collect said �perating Expense AdjustmenUTrue-Up; the new
Operating Expense Adjustment or any sums due pursuant to the Operating Expense True-Up for
the previous Calendar Year shall be payable, retroactive to the effective date of said adjustment
date, upon notification by Landlord to Tenant of the new monthly Operating Expense payment
amount and the total Operating Expense True-Up amount due.
17. Comprehensive General $1,000,000 00 per occurrence. Liability
(section 6.1): Insurance or adequate self-insurance
$2,000,000.00 general aggregate.
18. Trade Name (section3.9): Miami Dade County Tax Collector's Office
19. Tenant's Hours of Operation The Hours of Operation shall be
(section 3.5): 8am-5pm Monday-Friday and open on
weekends at TenanYs discretion. The
office shall be closed on Tax Collector
recognized holidays. The Hours of
operation shali be subject to City
ordinances.
Any change in the hours of operations
shall require,the prior written approval of
the Executive Director or designee.
2�. Public Benefit TenanYs lease of the Premises will bring
essential government services to
residents and visitors of Miami Beach.
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LEASE AGREEMENT
THIS LEASE (the"Lease")dated the day of 2025, is made
between the Miami Beach Redevelopment Agency, a publlc body corporate and politic (the
"Landlord"), and the Miami-Dade County Tax Coilector's Office (the "Tenant").
RECITA�S:
A. The Landlord is the fee simple owner of a certain facility(the"Facility")containing
a municipal parking garage and appurtenances containing approximately eight hundred (800}
parking spaces (the "Garage") and certain retail space (the "Retail Space") located in an area
bounded by Washington and Collins Avenues in the proximity of 16th Street, located in the City
oi Miami Beach, Miami-Dade County, Florida, as more particularly described in Exhibit "A,"
attached hereto and made a part hereof(the"Land").The Landlord is the fee simple owner of the
Land and the Facility.
B. Landlord and Tenant desire to enter into this Lease for a portion of the Retail
Space, on the terms and conditions hereinafter se1 forth.
C. The Executive Director's designee shall be the contract manager designated by
the Landlord to administer this Lease.The Executive Director's designee shall be the City of Miami
Beach Director of the Asset Division of the Facilities and Fleet Management Department.
NOW,THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuabie consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant hereby agree as follows:
ARTICLE 1.TERM.
1.1 Term. In consideration of the performance by Tenant of its obligations under this
Lease, Landlord leases to Tenant, and Tenant leases (rom Landlord for the Term, a portion of the
Retail Space("Premises"}.A site plan showing the location of the Retail Space within the Facility,
as weil as the location of the Premises, is attached hereto and made a part hereof as Exhibit
"B." The gross rentable area of the Premises and Retaii Space shown on the Lease Summary
do not represent accurate measurements of the square footage contained in the Premises or the
Retaii Space but are mere estimates. The Premises does not extend beyond the interior footprint
of the Premises.
The "Term" of the Lease is the period from tf�e Commencement Date as specified In the
Lease Summary,through the Expiration Date, as specified in the Lease Summary.
1.2 Landlord's Work. Tenant acknowledges and agrees that it is accepting possession of
the Premises in an AS-IS condition and that, except as otherwise expressly hereinafter set forth,
Landlord has no obligation to furnish, render, or suppiy any money, work, labor, material, fixtures,
equipment, or decoration with respect to tiie Premises.
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1.3 Landlord Delays "Landlord Deiays" shali mean any failure refusal, or delay by
Landlord (or Landlord's agents, contractors, or representatives) in performing any obligation,
delivering possession of the Premises, completing required work, or providmg approvals or
access, which prevents or materially interferes with Tenant's abitity to timely occupy, use, or
improve the Premises as contemplated under this Lease. In the event Tenant wishes to avail
itself of an extension of time, directly related to a Landlord Delay, Tenant shall notify Landlord
within five (5) business days from the occurrence of such Landlord Delay, including the date of
commencement of said delay period.
ARTICLE 11. 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 ali applicable
Florida sales lax thereon, however, unless othe�wise provided in this Lease, payments other than
Tenant's regular monthly payments of Minimum Rent shall be payable by Tenant to Landlord
within ten (10) days folfowing written demand. All rent or other charges that are required to be
paid by Tenant to Landlord shail be payaole at Landlord's address indicated on the Lease
Summary. h4inimum Rent and Additional Rent (which is ali sums payabie to Landlord ather than
Mfnimum Rentj for any"Lease Year"consisting of less than twelve(12) months snali be prorated
on a per diem basis, based upon a period of 365 days. "Lease Year" means the t�velve (�?_)full
catendar months commencing on the Commencement Date. However, the final Lease Year may
contain less than twelve(12) months due to expiratian or sooner termination of the Term. Tenant
agrees that its covenant to pay rent and all other sums under this Lease is an independent
covenant and that all such amounts are payable without counterclaim, set-off, deduction,
abatement, or reduction whatsoever, except as expressly provided for in this Lease.
2.2 Minimum Rent. Subject to any escalation which may be provided for in this
Lease, Tenanf shall pay Minimum Rent for the Term in the initial amount specified in the Lease
Summary, which, except for the first installment, shall be billed monthly by Landlord and payable
throughout the Term in equal monthly instal(ments in advance on the first day of each calendar
month of each year of the Term, such monthiy instatlments to be in the amounts (subject to
escalation) specified in the Lease Summary. The first monthiy installment of Minirnum Rent shall
be due upon execution af the Lease by Landlord and Tenant and shall appiy to the first month's
rent following the Rent Abatement Period in accordance with paragraph 15 of the Lease
Summary. The Minimum Rent described above shall be adjusted during the Term of this Lease
as provided in paragraph 14 of the Lease Summary.
2.3 Percentage Rent.This Section has been intentionaliy deleted.
2.4 Operating Expenses (insurance; and Common Area Maintenance (CAM)).
Tenant shall remit together wiih regular monthly payments of Minimum Rent, as Additional Rent,
its proportionate share of estimated Operating Expenses for the Premises, as determined by
Landlord, in its sole discretion and judgment, inciuding applicable Insurance and Common Area
Mafntenance costs("CAM").
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2.5 Payment of Personal Property Taxes; Sales Tax Reports. Tenant shall pay,
when due, all taxes attributable to the personal property, trade fixtures, business, occupancy or
sales or Tenant or any other occupant of lhe Premises and to the use of the Premises by Tenant
or such other occupant.Tenant shali provide Landlord witn copies of TenanYs Sales and Use Tax
Return "Form pR-15CS or DR-15EZ" filed with the Florida Department of Revenue reporting
Gross Receipts made from the Premises during the preceding calendar month To the extent that
Tenant is exempt from certain taxes, it shall provide Landlord and annuai certificate confirming
any applicable exemption.
2.6 Rent Past Due.If any payment due from Tenant shall be overdue more than fifteen
(?5) business days, a late charge of five(5%)percent of the delinquent sum may be charged by
Landlord. If any payment due from Tenant shall remain overdue for more than thirty(30)days, an
additional late charge in an amount ea,ual to ihe lesser of the highest rate permitted by law or one
(i%} percent per month (twelve percent (12%) per annum) of the delinquent amount may be
charged by Landiord, such charge to be computed for the entire period for which the amount is
overdue and which shall be in addiiion to and nof in lieu of the five(5%) percent late charge or
any other remedy available for Landiord.
2.7 Security Deposit.This Section has been intentionally deleted.
2.6 Landlord's lien. This Section has been intentionally deleted.
2.9 lnspection of Records.
(A) Tenant shall maintain its financial records pertaining io iis eperations pursuant to
this Lease for a period of three(3)years following the expiration or termination of the Lease. Such
records shall be open and available to the Landford, as deemed necessary by the Executive
Director or the Executive Director's designee, upon ten (10)business days'written notice that the
lardlord desires to review said records. Tenant shall maintain its records relating to the operation
of the Premises within Miami-Dade County, Florida.
ARTICLE III. USE OF PREMISES.
3.1 Permitted Use. The premises shall be used as a Miami-Dade County Tax
Collector's office carrying out the duties and functions of the independent constitutional office of
the Tax Collector and serving as an agent for the Florida Department of Highway Safety&Motor
Vehicles,as specified in the Lease Summary,subject to Tenant securing the approval of Landlord
and any applicable regulatory approvais(and subject to the Prohibited Uses described in Exhibit
"F" to the Lease). The primary use of the Premises shall be for the operation of a Miami-Dade
County Tax Collector's office. 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 anything 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. Tenani shall observe all rules ard
regulations established by Landlord for the Retail Space. The rules and regulations in effect as of
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the date hereof are attached to and made a part of this Lease as Exhibit"C."Landlord wil!provide
a copy of any amendments to the rules and regulations at least seven(7)days priorto the effective
date of any such amendments .
3.2 Compliance with Laws. The Premises shall be used and occupied in a safe,
careful, and proper manner so as not to contravene any present or future laws, rules, regulations,
constitutions, orders, ordinances. charters, statutes, codes, executive orders, and requirements
of all governmental authorities having jurisdiction over the Premises cr any street, road avenue,
or sidewalk comprising a part of, or lying in front of, the Premises or any vauit 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 l�enant's use
of the Premises repairs, improvements, or alterations are necessary to comply with any of the
foregoing, Landlord shall provide Tenant with written notice of the required work, and Tenant shall
be responsible only for the costs of such compliance attributable to Tenant's use.
3.3 Signs.Tenant at TenanYs expense shall erect and maintain identification signage
upon the storefront of the Premises.The design and specification of such signage shall be subject
to Landlord's sign criteria as adopted from time to time and such design and specification
(including camera-ready artwork)shall be submitted for Landlord's prior approval. Except with the
prior written consent of Landlord,Tenant shail not erect, instalf,display, inscrlbe, paint, or affix any
signs, lettering, or advertising medium upon or above any exterior portion of the Premises or in
or on TenanYs storefront or storefront window. Landlord's signage criteria is attached hereto and
made a part hereof as Exhibit"E."To the extent permissible under the City's Code of Ordinances,
Landlord in its proprietary capacity shall provide expedited, administrative review and approval of
Tenant's signage requests, subject to Tenant securing any required regulatory approvals.
3.4 Environrriental Provisions.
(A) Tenant shali not knowingly incorporate into, use, or othernrise place or dispose of
at the Premises or in the Retail Space(or allow others to incorporate into, use, or otherwise place
or dispose of at the Premises or in the Reta�! Space) any Hazardous Materials, as here�nafter
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 landiord for each such Hazardous Material (except for Hazardous Materials
used by Tenant�n 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 Landford or Tenant ever has knowledge of the presence in the
Premises or the Retail Space of Hazardous Materials which affecl the Premises, such party shall
notify the other thereof in writing promptly after obtainirg such knowledge. For purposes of this
Lease, "Hazardous Materials" shall mean: (a) petroleum and its constituents (b) radon gas,
asbestos in any form whfch is or could become friable, urea formaidehyde foam insulalion,
transfonners or other equipment which cantain dielectnc fluid containiny levels oi polychlorinated
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biphenyls in excess of federa�, state or local safety guidelines, whichever are more stringenl, (c)
any substance, gas, material or chemical which is or may hereafter be defined as or included in
the definition or"hazardous subsiances," "hazardous materials," "hazardous wastes,""pollutants
or contaminants," "solid wastes," or words of similar import under any applicable governmental
laws. rules, and regulations including, but not limited to, the Comprehensive Environmental
Response, Compensation and LiabilityAct, as amended,42 U.S.C. §9061 et seq.;fhe 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. § 69Q1, et seq.; the Federa( 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 or which is regulated
by any governmental or quasi-governmental entity having jurisdiction over the Retail Space or the
operations thereon.
(B) If Tenant or its empioyees, agents, or contractors shail 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 regulalions and repair any damage to the Premises or Retail Space within such period
of time as may be reasonable under the circumstances after written notice by Landlord, provided
that such work shall commence not tater than thirty(30)days from such notice and be diligentiy
and continuously carried to compietion by Tenant orTenant's designated contractors.Tenant shall
notify Landlord of its methad, time, and procedure for any clean-up or removal of Hazardous
Materials under this provision; and Landlard shall have the right to require reasonable changes in
such method, time, or procedure or to require the same ta be done after normal business hours
or when the Retail Space is otherwise closed (i.e., holidays) if reasonably required for the
protection of other tenants or occupants of the Retaii Space.
(G) Tenant agrees to defend, indemnify, and hold harmless Landlord, and the City of
Miami Beach (the "City")against any and all claims, costs, expenses, damages, liability, and the
like, which Landlord may hereafter be Iiabie for, suffer, incur, or pay arising under any applicable
environmental laws, rules, and regulations and resulting from or arising out of any breach by
Tenant of the covenants contained in this section 3.4, or out of any act, activity, or violation of any
appiicable environmental laws, rules, and regulations by Tenant, its agents, and employees or
assigns. TenanYs liability under this section 3.4 shall survive the expiration or any terminatlon of
this Lease.
3.5 Hours; Continued Occupancy. During the Term, Tenant shall conduct its
business in the Premises, at a minimum. on ai!days and during all hours estabiished by Landlord
from time to time as hours for the Retail Space. Tenant may conduct business on the Premises,
in addition to the foregoing times, in Tenanl's reasonabte judgment in order to maximize sales
from the Premises, at TenanYs sole expense; provided, however,that Tenant does not exceed the
approved hours of operation set forth in paragraph 19 of the Lease Summary. However, Landlord
shali not be responsible for providing common area or other services during such additional hours.
Tenant shal!open the whofe of the Premises for business to the public. fully fixtured,sleeked, and
staffed in accordance with the Lease Summary, unless other�vise approved in writing by Landlord,
and shall continuously, actively, and diligently carry on the business specified in section 3.1 on
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the whofe of the Premises during the Term, during such hours and upon such days as are herein
required, except when prevented from doing so by force majeure. Tenant acknowledges that its
continued occupancy of the Premises and the regularconduct of its business therein are of utmost
importance to neighboring tenants and to landlord in the renting of space in the Retail Space, the
renewal of other feases therein, the efficient and economic supply of services and utilities. Tenant
acknowledges that Landlord is executing this Lease in reliance thereupon and that the same is a
material element inducing Landlord to execute this Lease.
Tenant shal( not keep or display any merchandise on or otherwise obstruct the common
areas and shall not seil, advertise, conduct, or solicit business anywhere within the Retail Space
other than in the Premises. Tenant shall ship and receive supplies, fixtures, equipment.
furnishings, wares. and merchandise only through the appropriate service and delivery facilities
provided by Landlord: and shail not park its trucks or other delivery vehicles or ailow suppliers or
others making deliveries lo 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.
3.6 Prohibited Uses. Notwithsfanding any other provisions of this Lease. Tenant shafl
not use the Premises nor permit them to tre 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'clearar�ces or purchases of ends-of-
runs, bankruptcy stock, seconds, or other similar rnerchandise; (B) for the sale of second-hand
goods, war surplus articles, insurance saivage stock, fire sale stock, merchandise damaged by
or held out to be damaged by fire. except merchandise damaged by fire or smoke occurring in
the Retail Space. and then only for thirty(30) days after the date of any such damage; (C} as an
auction or ilea 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 (3�) days; (E) a business
primarily used for an order office, mail order office,or catalogue store; (F)any business in�vhich
Tenant is engaged in intentionally deceptive or fraudulent advertising or selling practices or any
other act or business practice contrary to honest retail practices; (G)Tenant shall not offer or seli
Nookahs or Gigarettes or CBO products; or(H)for the Prohibited Uses described in Exhibit"F"
attached hereto.
ARTICLE IV.ACCESS AND ENTRY.
4.1 Right of Examination. Landlord shall be entitled at alf reasonable times and upon
reasonable written notice, not less than 24 hours (but no notice is required in emergencies) to
enter the Premises to examine them if�andiord reasonably believes that Tenant is not complying
with any of its obligations hereunder; to make such repairs, alterations, ar improvements thereto
as Landlord considers necessary or reasonably desirable; to have access to underfloor faciliiies
and access panels to mechanical shafts and to check, calibrate,adjust. and balance controls and
other parts of the heating, air conditioning, ventilating, and climate control systems. Landlord
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reserves to itself (and others acting on behalf of Landlord includ;ng, without limitabon, the City;
the right to install, maintain, use, and repair pipes, ducts, conduits. vents, wires, and other
installations leading in, though, over, or under the Premises and for this purpose, Landlord may
take all rnaterial inta and upon the Premises which is required therefor. Tenant shall not unduly
obstruct any pipes or conduits. or mechanical or other electrical equipment so as to prevent
reasonable access thereto. Landlord reserves the right to use all exterior walis and roof area.
landlord shall exercise its rights under this section, to the extent possible in the circumstances. in
such manner so as to minimize interference with Tenant's use and enjoyment of the Premises
and Tenant's property.
4.2 Right to Show Premises. Landlord and its agents have the right to enter the
Premises at all reasonable times and upon reasonable written notice not less than 24 hours to
show them to prospective purchasers, ;enders, or anyone having a prospective interest in the
Retail Space. and, during the last six (6) months of the Term (or the last six (6) months of any
renewal term if this Lease is renewed), to show them to prospective tenants. Landlord shall
exercise its rights under this section, to the extent possible in the circumstances, in such manner
so as to minimize interference with TenanYs use and enjoyment of the Premises and TenanYs
property.
ARTICLE V. INITiAL CONSTRUCTION: MAINTENANCE, REPAIRS,AND ALTERATIONS.
5.1. TenanYs Construction Obligations.
(A) Subject to the provisions hereof, Tenant shall, at its expense, cause the
construction and installation of all improvements to the Premises. if apphcable, in accordance with
Tenant's Plans, as hereinafter defined and as necessary to permit Tenant to occupy same and
conduct normal business operations (such improvements being referred to herein as "TenanYs
Work"). The plans for such improvements snali be submitted to the �andlord for the Landlord's
prior written consent, which will not be unreasonably withheld or delayed, and shali be subject to
applicable regulatory approvals
(B) All permanent (fixed) improvements to the Premises shall remain the property of
the Landlord upon termination of the Lease. Upon the lawful termination of the Lease, aH personal
property and trade fixtures may be removed by the Tenant from the Premises without damage to
the Premises.
(C) Any damage to the existing finishes of the Premises or Retail Space shall be
patched and repaired by Tenant, all its expense, and all such work shali be done to Landlord's
satisfaction. If any patched and painted area does not match the original surface, then the entire
surface shall be repainted at TenanYs expense and hoid harmless �andlord, its agents, and
empioyees 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 or is occasioned by or is in
any way attributable to the build-out of the Premises or any subsequent improvements or
alterations by Tenant pursuant to this Lease. Tenant, at its expense, shall be responsible for the
maintenance, repair, and replacement of any and all items constructed by Tenant's contractor.
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(D)Tenant shall not alter the existing fire alarm system in the Premises or the Retail Space.
Tenant's Plans shall include detailed drawings and specifications for the design and installatian
of TenanYs fire alarm and security system(s) for the F'remises. Such system(s) shall meet all
appropriate building code requirements, and the fire alarm system shall, at TenanYs expense, be
integrated into Landlord's fire alarm system for the Retail Space. (Landlord is not required to
provide any security system.) Landlord's electrical contractor and/or fire alarm contractor shall, at
TenanYs expense, make all final connections between TenanYs and Landlord's fire aiarm systems.
Tenant shall insure that ail work performed on the fire alarm system shall be coordinated at the
job site with the Landlord's representative.
(E) Tenant will permit no liens to attach to the Premises arising from, connected with
or related to the construction of the improvements. Moreover, such construction shall be
accomplished through the use of licensed, reputable contractors who are acceptable to Landiord.
Any and all permits and or licenses required for the installation of improvements shall be the sole
responsibility of Tenant.
(F) The above requirements for submission of plans and the use of specific contractors
shall not apply to improvements, maintenance or repairs, which do not exceed $20,000.00,
provided that the work is not structural and provided that it is permitted by applicable law,without
the need to secure permits.
(G) Landlord acknowledges that the prior tenant of the Premises has made
improvements a�d had signage installed prior to the execution of this Lease, and as such, said
improvements and signage are acceptable to Landlord, to the extent that same were properly
permitted, and done in compliance with all applicab4e building codes, and any other Municipal,
County, State and Federal iaws.
5.2 Tenant Improvement Allowance and Reimbursements. Tenant acknowledges
and agrees tt�at all costs incurred in connection with erecting a demising wall (finished on both
sides}, adjustments to the Fire Life Safety System, modiflcations to the HVAC ductwork, and
updates to the electrical system in connection with the construction of the demising wall shall be
the sole responsibility of Tenant. Landlord shall not provide any tenant improvement allowance or
reimbursement for such work. The scope and detaiis of the Tenant's required work are further
outlined in Exhibit"D", attached hereto and incorporaled herein by reference.
Tenant further acknowledges and agrees that:
1. Tenant shafl perform all necessary construction work at its sole cost and expense, subject
to the terms of section 5.1 above.
Z. l.andlord shall not be responsible for reimbursing Tenant for any construction costs,
including those related to the demising wall ar any associated systems.
3. Any and all improvements, modifications,oradditional work shall be the sole responsibility
of Tenant, as fu��ther detailed in Exhibit"D".
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5.3 Maintenance and Repairs by Landlord, It is hereby acknowledged and agreed
that Landiord shall maintain and repair the foundations and all structural components of the Retail
Space. Tanant will notify in writing of any necessary repa�rs thak are the obligation of Landlord.
Landlord shall not be responsible for any damages caused to Tenant by reason of failure of any
equipment or facilities serving the Retail Space or delays in the performance of any work for which
the Landlord is responsible to pertorm pursuant to this Lease. Notwithstanding any other
provisions of this Lease, if any part of the R�tail Space is damaged or destroyed or requires repair,
repiacement, or alteration as a result of the act or omission of Tenant, its employees, agents,
invitees, licensees, or contractors, Landlord shall have the right to perform such work. Landlord
shafl provide Tenant with written notice describing the nature of the work and the estimated costs.
if Tenant fails to perform the necessary work, Tenant shall reimburse Landlord for the costs
incurred in connection with such repairs, replacement, or alterations within ten (10) days of
Landlord's written demand, In addition, if, in an emergency, it shall become necessary to make
promptly any repairs or replacements required to be made by Tena�t, Landlord may re-enter the
Premises and proceed focthwith to have the repairs or replacements made and pay the costs
thereof. Upon demand, Tenant shall reimburse Landlord for the cost of making such emergency
repairs as Additional Rent. Landlord shall exercise its riglits under this section in a manner so as
to minimize any disruption or interference with the operation of Tenant's business and propeRy.
5.4 Maintenance and Repairs by Tenant. Tenant shall, al its sole cost, repair and
mai�tain the Premises, ali to a standard consistent wikh a first-class commercial building, with the
exception of base building, mechanical and electrical systems, rooi and foundation,which are the
obligation of the Landlord. Without limiting the generality of the foregoing, Tenant is specifically
required to maintain and make repairs to(i)the portion of any pipes, lines,ducts,wires,or conduits
contained within the Premises inc�uding, 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 pfate g(ass and
the instailation of hurricane shutters if provided bythe Landlord};(iii)TenanYs sign;(iv}any heating
or air canditioning equipment serving the Premises ("HVAC"} (which shall include, without
limitation, a preveniive maintenance NVAC service contract. Such service contract shall include,
without limitation, prevsntive HVAC maintenance no less than monthly); and (v} the Premises or
the Retail Space when repairs to the same are necessitated by any act or omission of Tenant or
the failure of Tenant to perform its obligations under this Lease. All repair and maintenance
performed by Tenant in the Premises shall be performed by contractors or workmen designated
or approved by Landiord, �vhich approval shall not be unreasanably withheld or delayed. At the
expiration or earlier termination of the Term, Tenant shall surrender the Premises to Landiord in
as good condition and repair as Tenant is required to maintain the Premises throughout the Term,
reasonable wear and tear exceptad. Tenant shali also furnish, maintain, and repiace all electric
light bulbs, tubes, and tube casings located within or serving the Premises and Tenant's signage,
all at Tenant's sole cost and expense.
5.5 Approval of TenanYs Alterations, Unless otherwise provided herein, no
alterations {including, without limitation, improvements, additions, or modifications to the
Premises} shail be made by Tenant to the Premises without Landlord's prior written approval,
which, as to exterior or structural alterations may be withheld in Landlord's sole discretion. Any
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alterations by Tenant shall be performed at the sole cost of Tenart, by contractors and warkmen
approved by Landlord, which approval shall not be unreasonably withheld or delayed, in a good
and workmanlike manner, and in accordance with all applicable laws and regulations.
5.6 Removal of Improvements and Fixtures. All leaseho�d improvements and
fixtures(other than unattached, movable trade fixtures which can be removed without damage to
the Premises) shall at the expiration or earlier termination of this Lease become Landlord's
property. Tenant may, during the Term, in the usual course of its business, remove its trade
fixtures,; and Tenant shall, at the expiration or earlier terminatian of the Term, at its sole cost,
remove such of the leasehold improvements(except for improvements installed by Landlord prior
to the Commencement Date) and trade fixtures in the Premises as Landlord shall require to be
removed and restore the Premises to the condition existing prior to such removal. Tenant shall at
its own expense repair any damage caused to the Retai! Space by such removal. If Tenant does
not remove its trade fixtures at the expiration or earlier terminatian of the Term, the trade fixtures
shall, at the option of Landlord, become the property of Landlord and may be removed from the
Premises and sold or disposed of by Landlord in such manner as it deems advisable without any
accounting to Tenant.
5.7 Liens. Tenant shall promptly pay for all materials supplied and work done in
respect of the Premises by, though, or under Tenant so as to ensure that no lien is recorded
against any portion of the Retail Space or against Landlord's or Tenant's interest therein. !f a lien
is so recorded,Tenant shall discharge it promptly by payment or bonding. If any such lien against
the Retail Space or Landlord's interest therein is recorded and not discharged by Tenant as above
required wi#hin ten (10) days following written notice to Tenant, Landlord shall have the right to
remove such lien by bonding or payment and the cost thereof shall t�e paid immediately from
Tenant lo Landlord. Landford and Tenant expressly agree and acknowledge that no interest of
Landlord in the Premises or the Refail Space shall be subject to any lien for improvements made
by Tenant in or for the Premises, and Landlord shall not be liable for any lien for any improvements
made by Tenant,such liability being expressly prohibited by the terms of this Lease. In accordance
with applicable laws of the Slate 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.
5.8 Utilities. Tenant shall pay to Landlord, or as Landlord directs all gas, electricity,
water, trash, pest control and other utility charges applicable to the Premises as separately
metered. Tenant shall, at its own cost, install, maintain and repair, as required, its electrical meter
for the Premises. In addition,Tenant's electrical equipmen#and lighting shall be restricted to tha`.
equipment and lighting which individually does not have a rated capacity and/or design load
greater than the rated capacity and(or design load of the Retail Space. If TenanYs consumption of
electricai services exceeds either the rated capacity and/or design load of the Retaii Space, then
Tenant shall remove the equipment and/or lighting to achieve compliance within ten (10) days
after receiving written notice from Landlord, or such equipmeni and/or lighting may remain in the
Premises, so long as (a) Tenant shall pay for all costs of installation and maintenance of
submeters, wiring, air-conditioning, and other items required by Landlord, in Landlord's
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reasonabie discretion, to accommodate TenanYs excess design loads and capacitias, and (b)
Tenant shall pay to Landlord, within thirty(30)days after rendition of a bill, the cost of the excess
consumption of electrical service at the rates charged to Landlord by Florida Power&Light,which
shali be in accordance with any applicabie laws.
ARTICLE VI. INSURANCE AND INDEMNITY.
6.1 Tenant's Insurance. 7he Tenant shali maintain the below required insurance in
effect or otherwise possess adea,uate self-insurance 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 withholding 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 bodify injury or disease. Should the
Tenant be exempt from this Statute, the Tenant and each employee shall hold the City harmless
from any injury incurred during performance of the Lease. The exempt Tenant shall also submit
(1)a written statement detaifing the number of employees and that they are not required to carry
Wori<er�' Compensation insurance and do not anticipate hiring any additional employee3 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) All-Risk property and casualty insurance, 4vritten at a minimum of eighty (80%}
percent of replacement cost value and with replacement cost endorsement,covering ali leasehold
improvements instalied in the Demised Premises by or on behalf of Tenant and including without
fimitation all of TenanYs personal properiy in the Demised Premises(including, without limitation,
irventory, trade fixtures, floor coverings,furniture, and other property removable by Tenant under
the provisfons of this Lease).
(D) 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)
(�} Business interruption insurance, sufficient to insure Tenant for no less than one (1)
full year of loss of business, with the Land�ord named thereon as loss payee to the extent
permitted by applicable law.
6.2 Additional Insured. Landlord ard the 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
contractor including materiais, 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 contractor's �nsurance
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6.3 Notice of Cancellation. Eacn insurance po',icy required above snall provide that
coverage shall not be canceiled, except with notice to Landlord and the City of Miami Beach C/O
EXIGIS insurance Compliance Services.
6.4 Waiver of Subrogation. Tenant agrees to obtain any endorsement that may be
necessary to affect the waiver of subrogation on the coverages required. However, th;s provision
applies regardless af whether the City has received a waiver of subrogation endorsement irom
the insurer.
6.5 Acceptability of Insurers. Insurance must be placed with insurers with a current
AM. 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.
6.6 Verification of Coverage. Tenant shall furnish Landlord and the City with original
certificates and amendatory endorsements, or copies af the applicabie insurance language,
effecting coverage required by this contract.All certificates and endorsements are to be received
and appraved by the City before work commences, However, failure to obtain the required
documents prior to the wark beginning shall not waive the Contractor'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:
MIAMI BEACH REDEVELOPMENT AGENCY and
CITY OF MIAMI BEACH
clo EXIGIS Insurance Compliance Services
P.O. Box 4668- EGM #35050
New York, NY 10163-4668
Kindly submit al� certificates of insurance, endorsements, exemption letters to our
seining agent, EX�GIS, at: Certificate-miamibeach@riskworks.com
6.7 Special Risks �r Gircumstances.The City of M;ami 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.
6.8 Complia�ce with the foregoing requirements shall not relieve the Tenant Of his
liability and obliyation under this seclion or under any other section of this Lease.
6,9 Loss or Damage: Indemnification.
(A) Indemnity by Tenant: Tenant agrees to and shall indemnify, defend and hold
Landlord and its eiected and appointed officials, employees and agents harmless from and
against any and all claims,demands, losses,damages,costs and expenses(including reasonable
attorneys' fees and expenses) or death of or inju�y to any person or damage to any property
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whatsoever (i) arisin� out of the negligence or willful misconduct of Tenant or its elected or
appointed officials, employees, agents or contractors, or Tenant's breach or default under this
Lease, unless caused by the gross negligence or wiliful misconduct of Landlord or its employees,
agents or contractors, and (ii) arising out of the use of the Premises and/or Common Areas by
Tenant, its elected or appointed officials, agents, employees, customers, guests and invitees
unless caused by the gross negligence or williul misconduct of Landlord or its employees,agents
or contractors. Land�ord shall not be liable to Tenant for any damage by or from any act or
negligence of any co-tenant or other occupant of the Retail Space.
Without limiting the generality of the foregoing, landlord shall not be liable for any injury or
damage to persons or property resulting from fire, explosion, falling plaster, falling ceiling tile,
falling fixtures, steam, gas, electricity, water, plumbing works (outside of the Premises), roof, or
subsurface af any floor or ceiling of the Retail Space or from the street or any other place or by
any other cause whatsoever, unless resulting from the gross negligence or wili(ul misconduct of
Landlord.
Notwithstanding the foregoing paragraphs, in no event shall Landlord or the City be liable,
whether to Tenar.t or to third parties for an interruption or failure in the supply of any utilities or
_ _ ��r_vices to .fhe P[�mise�Qr f4r�ny dama�� to person or property arising from a force ma1eure
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
subtenant 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) No Waiver of Sovereign Immunity. Nothing contained in this section or elsewhere
in this Lease is in any way intended to be a waiver of the limitation placed upon the Tenant,
Landlord or the City's liability as set forth in Florida Statutes Section 768.28,
ARTICLE VII. DAMAGE AND DESTRUCTfON.
7.1 Damage to Premises. 7enant acknowiedges that if the Premises are partially or
totally destroyed due to fire or other casuaity,any repairs to or rebuilding of the damaged portions
of the Retail Space will be performed by Landlord and in any event only to the extent that Landlord
is required to repair or rebuild the Retail Space. If Landlord repairs or rebuilds, Rent shall abate
proport�onately 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 repa'irs have been substantially completed, Tenant shall diligently perform all other work
required to fully restore the Premises for use in Tenant's business, in every case at 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 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 busine5s 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
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Docusign Envelope ID:9A88EAE7-D4A8-435B-814E-51757013F817
fire or other casualty is caused by ;he fau;t or neglect of Tenant or Tenant's agents, guest, or
invitees, rent and all other charges shall not abate.
7.2 Termination for Damage. Notwithstanding section 7.1. if damage or destruction
which has occurred to the Premises,or ihe Retail Space is such that in the reasonable opinion of
Landlord such reconstruction or repair cannot be completed within one hundred twenty(120)days
of the happening of the damage or destruction. Landlord or Tenant may, at its option, terminate
this Lease on notice to the other given within ihirty (30) days after such damage or destruction
and Tenant shall immediately deliver vacant possession of the Premises in accordance vrith the
terms of this Lease.
In addition, if Landlord undertakes the reconstruction or repair, and does not complete
same within nine{9)months after the date of tf�e fire or other casualty(subject to the time required
to prepare plans for reconstruction, to obtain buiiding permits, to receive distribution of insurance
proceeds, and to complete the likely contract bidding process and all other relevant factors, but
not to exceed an additional ninety (90) days}, then Tenant shall have the right to terminate this
Lease by written notice to Landlord delivered within thirty(30) days after the expiration of such
nine (9) month period {or as extended), whereupon both parties shall be relieved of a}I further
obligations hereunder, except as otherwise expressly set forth herein.
ARTICLE VIII. ASSIGNMENT, LEASES.AND TRANSFERS.
8.1 Transfer by Tenant Tenant shall not enter into,consent to,or permit any Transfer,
as hereinafter defined, without the prior written consent of Landlord in each instance. For
purposes of this Lease "1'ransfer" means an assignment of this Lease in whole or in part; a
subiease of all or any part of the Premises; any transaction whereby the rights of Tenant under
this Lease or to the Premises are transferred to another; any morlgage or encumbrance of this
Lease or the Premises or any part thereof or other arrangement under which either this Lease or
the Premises become security for any indebtedness or other obligations: and if Tenant is a
corporation or a pa!tnership, the transfer of a controlling interest (greater than 50%) in the stock
of the corporation or parinership interests, as applicable provided transfers lo family members
and transfers to third parties of less than 50% of the stock of the Tenant are permitted without
Landlord consent. If there Is a permitted Transfer, Landlord may col!ect rent or other payments
from the transferee and app(y the net amount collected to the rent or other payments required to
be paid pursuant to this Lease but no acceptance by Landlord of any payments by a transferee
shall be deemed a waiver of any provisions hereof regarding Tenant. Notwithstanding any
Transfer, Tenant shall not be released from any of its obligations under this Lease. Landlord's
consent to any Transfer shall be subject to the further condition that if the Minimum Rent and
Additional Rent pursuant to such Transfer exceeds the Minimum Rent and Additional Rent
payable under this Lease, the amount of such excess shall be paid lo Landford. If, pursuant to a
permitted Transfer, Tenant receives from the transferee, either directly or indirectly, any
consideration other than Minimum Rent and Additionai Rent for such Transfer, either in the form
of cash, goods, or services, Tenant shafl, upon receipt thereof, pay to Landlord an amount
equivalent to such consideration. Landlord acknowiedges that any proceeds received in
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Docusign Envelope ID:9A88EAE7-D4A8-4356-814E-51757013F617
connection with the sale of Tenant's business (��vhich sale shall include a corresponding
assignment of this Lease)shall belong exclusively to the Tenant and/or its principals).
ARTICLE IX. DEFAULT.
9.1 Defaults. A default by Tenant shall be deemed to have occurred hereunder, if and
whenever: (i) any Minimum Rent is not paid within 5 days from written notice or demand for
payment having been made by Landlord; (ii)any other Additional Rent is in arrears and is not paid
within five (5) days after written demand by Landlord; (iii} Tenani has breached any of its
obligations in this Lease(other than the payment of rent)and Tenant fails to remedy such breach
within thirty(30}days(or such shorter period as may be provided in this LeaSe),or if such breach
cannot reasonably be remedied within thirty(30)days(or such shorter period),then if Tenant fails
to immediately commence to remedy and thereafter proceed diligently to remedy such breach
within no later than sixty(60)days, in each case after notice in writing from Landiord; (iv}Tenant
becomes bankrupt or insolvent; (v) any of Landlord's policies of insurance with respect to the
Retail Space are canceled or require material modifications as a result of Tenant's use or
occupancy of the Premises; or (vi) the business operated by Tenant in the Premises shall be
closed by governmental or court order for any reason.
9.2 Remedies. In the event of any default hereunder by Tenant,then without prejudice
to any other rights which it has pursuant to this Lease or at law or in equity, Landlord shall have
the following rights and remedies,which are cumulative and not alternative:
(A} Landiord may cancel this Lease by notice to Tenant and retake possession of the
Premises for Landlord's account In the event Landlord cancels this Lease, Tenant shall then quit
and surrender the Premises to Landlord. In such event, Tenant shall be liable for all Minimum
Rent, Additional Reni, and any other sums payable hereunder up to the time of such termination
(and �andlord securing possession) and for any costs and attorney's fees incurred by Landlord
including, without limitation, those costs described in Section 9.3, In such case, Landlord may
relet the whole or any portion of the Premises for any period, to any tenant, and for any use and
purpose.
(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. 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) Landlord may relet all or any part of the Premises far 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 attainabie;
grant any concessions of ren1, and agree to paint or make any special repairs, alterations, and
decorations for any new tenant as it may deem advisable in its sole and absolute discretion.
Landlord shall be under no obligation to relet or to attempt to relet the Premises, except as
expressly set forth below In no event wi11 Tenant be entitled to any credit from Landlord's reletting
efforts toward the damages owed by Tenant, as described in Section 9.2(A).
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Docusign Envelope ID:9A88EAE7-D4A8-4356-814E-51757013FB17
(D)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 as Additional Rent pursuant to section 2.6.
9.3 Costs. Tenant shall pay to Landlord on demand ail costs incurred by Landlord,
including attomeys' fees and costs al all-tribunal levels, incurred by Landlord in enforcing any of
the obligations of Tenant under this Lease. In addition, upon any default by Tenanl, 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; putting the
Premises in proper repair; protecting and preserving the Premises by placing watchmen and
caretakers therein; reletting the Premises{including attorneys'fees and disbursements,marshal's
fees, and brokerage fees); and any other expenses incurred by Landlord as a resuit of TenanYs
default.
9.4 Additionai Remedies; Waiver. Tne rights and remedies of Landtord set forth
herein shall be in addition to any other right and remedy now and hereinafter provided by law.All
rights and remedies shall be cumulative and non-exclusive of each other. No delay or omission
by Landlord in exercising a right or remedy shall exhaust or impair the same or constitute a waiver
of, or acquiescence to, a default.
9.5 Default by Landlord.
(A) In the event of any default by Landlord, Tenant's exclusive remedy shall be an action
for damages or injunction, but prior to any such action Tenant �vill give �andlord written notice
specifying such default with paiticularity, and Landlord shall have a period of thirty (30) days
following ihe date of such notice in which to cure such default; provided, however, that if such
default reasonably requires more than thirty(30)days to cure. Landlord shall have a reasonable
time to cure such default, provided Landlord commences to cure within such thirty(30)day period
and thereafter diligently prosecutes such cure to completion).
(B) 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 consequenf�al damages including,without limitation, loss of revenue
or loss of profits of Tenant which may be alleged as a resu�t of Landlord's default and Landlord's
maximum liability shall be as provided in section 9.6.
9.6 Limitation of Landlord's and TenanYs Liability. Landlord desires to enter into this
Lease only if in so doing the Landlord can place a limit on its liability for any cause of action for
money damages due 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 from any damage action(or breach
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of contract to be Ilmited!o a rnaximum amount of�10D,000.00 Accordingly, anci not�vithstanding
any other term or condition of this Lease. Tenant hereby agrees that the Landlord shail not be
liabie 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 ar nonperformance 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.
Tenant desires to enter fnto this Lease only if in so doing the Tenant can place a limit on
its liability for any cause of action for money damages due an alleged breach by the Tenant of this
Lease, so that its liability for any such breach never exceeds the sum of$100,000.00. Landiord
hereby expresses its willingness to enter into this�ease with Landlord's recovery from the Tenant
from 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. Landlord hereby
agrees that the Tenant shall not be liable to the Landlord 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
nonperformance of any obligations imposed upon the Tenant 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
pl�red uron the Ten2nt's liaaility as set forth in Section 768.28 Florida Statutes.
9.7 Termination.
(A) Termination by Tenant. In the event that Tenant is not in default under the terms
of this Lease, Tenant may cancei this Lease by providing thirty (30) days notice to La�dlord. In
the event Tenant cancels this Lease, Tenant shall pay any sums due Landiord through the date
of termination then quit and surrender the Premises to Landlord.
(B) Termination by Landlord. In the event that Landlord is not in default under the
terms of this Lease, Landlord may cancel this Lease upon providing Tenant with six (6) months
prior written notice. In fhe event Landlord cancels this Lease, Tenant shall pay any sums due
Landlord through the date of termination,then quit surrender the Premises to Landlord as required
under this Lease.
ARTICLE X. ESTOPPEL CERTIFICATE; SUSORDINATION.
10.1 Estoppel Certificate. Within ten (10) days after written request by Landlord,
Tenant sha11 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,ihat this Lease is in full force and effect as modified and identifying
the modification agreements); the amount of Minimum Rent and Additional Rent then being paid
and the dates to which same have been paid; whether or not there is any existing or alleged
default by either party with respect to which a notice of defauit 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 defauit or facts, specifying the nature and extent thereof; and any other matters pertaining
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to this Lease as lo which Landlord shall request such certificate, Landlord, and any prospective
purchaser, lender, or ground lessor shall have the right to rely on such certificate.
10.2 Subordination: Attornment.This Lease and all rights of 7enant shall be subject
and subordinate to any and all morigages,security agreements,or like instruments resulting from
any financing, refinancing,or collateral financing (inciuding renewals or extensions thereof}, and
lo any and all ground leases, made or arranged by Landlord of its interests in all or any part of the
Retail Space, from t;me to lime in existence against the Retail Space, whether now existing or
hereafter created. Such subordination shall not require any further instrument to evidence such
subordination. However, on request Tenant shali further evidence its agreement to subordinate
this �ease and its rights under this Lease to any and all documents and to all advances made
under such documents. The form of such subordination shall be made as required by Landlord,
its lender,ground lessor or ihe City.Tenant shall, if requested by Landlord,or a mortgagee.owner.
or purchaser or by any person succeeding to the interest of such mortgagee.owner,or purchaser,
as the resutt of the enforcement of the remedies provided by faw or the applicable instrument held
by Landlord, such mortgagee,owner,or purchaser,automatically attorn to and become the tenant
of Landlord or any such mortgagee, owner, purchaser. or successor-in-interest, without any
change in the terms or other provisions of this Lease; provided, however, that Landlord, said
mortgagee, awner, piirchasPr, �r sur.cess�r shall nM hP hoi,nd hy (a) any payment of Minimum
Rent orAdditional 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 or Landlord. such
mortgagee, owner, purchaser, or successor. or(d}any construction obligation, free rent; or other
concession or monetary allowance,or(e)any set-off,counterclaim, or the like otherwise available
against Landlord, or ;f) any act or omission of any prior landlord (including Landlord). Upon
request by Landlord, said mortgagee, owner. or purchaser, or successor, Tenant shall execute
and deliver an instrument or instruments confirming its attornment.
Notwithstanding the foregoing, any such subordination of this lease shall be conditioned
on the Landlord obtaining a no disturbance agreement in favor of Tenant from all mortgagees and
ground lessors regarding any financings or other leases entered into by Landlord with respect to
the Retail Space, and no subordination shall be effective without a corresponding no disturbance
agreement.
ARTICLE XI.CONTROL OF RETAIL SPACE BY LANDLORD.
11.1 Use and Maintenance of Common Areas.Tenani and those doing business with
Tenant for purposes associated with Tenant's business on the Premises, shal! have a non-
exclusive license to use the common areas for their intended purposes during normal business
hours in common with others entitled thereto and subject to any rules and regulations imposed
by Landlord. Landlord shall use reasonable efforts to keep the common areas in good repair and
condition and shall clean the common areas when necessary. Tenant acknowledges that any
common areas of the Retail Space shall at all times be under the exclusive control and
management of Landlord. For purposes of this Lease, "common areas"shall mean those areas,
facilities, utilities, improvements, equipment, and installations of the Retail Space which serve or
23
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are for the benefit of tenants of more than one component of the Retail Space and which are not
designated or intended by Landlord to be leased, from time to time, or which are provided or
designated from time to time by Landlord and/or the C(ty for the benefit or use of all tenants in the
Retail Space, their employees, customers,and invitees, in common with others entitled to the use
or benefit of same. Tenant acknowledges that the Garage portion of the Facility is not a part of
the Retail Space,and that Tenant has no right or license to use the Garage pursuant to this Lease.
Any use by Tenant or its invitees of the Garage is subject to the rules and regulations in connection
therewith imposed by Landlord (or successor owner} and/or the operator of the Garage. No
portion of the garage is under Landlord's control or supervision, and Landlord shall not be liable
for any damage to automobiles of any nature whatsoever to, or any theft of, automobiles or other
vehicles or the contents thereof,while in or about the Garage. Notwithstanding the foregoing, and
to the extent available, Tenant may purchase up to fo�ty(40) monthly parking passes at the rate
charged by the City of Miami Beach, which currently is one-hundred thirty-two dollars ($132.00)
per space per month.
11.2 Alterations by Landlord. Landlord and/or the City may(but shall not be obliyated
to)(i)alter, add to,subtract from, construct improvements on, re-arrange,and construct additional
facilities in, adjoining, or proximate to the Retail Space; (ii} relocate the facilities and
improvements in nr c�m�risinp thP RPtail S�ar.P nr erPctPd nn thP Lan�i; {iii}dn St�rh thin�s n� n�
in the Retail Space as required to comply w'ith any laws, by-laws, regulatians, orders,or directives
affecting the Land or any part of the Retail Space; and (iv)do such other things on or in the Retail
Space as Landlord andlor the City, in the use of good business judgment determines to be
advisabie provided that notwithstanding anything contained in this section 11.2, access to the
Premises shall be availab!e at all times. Landlord shall not be in breach of its covenants for quiet
enjoyment or liable for any loss, costs,or damages,whether direct or indirect, incurred by Tenant
due to any of the foregoing; provided, Landlord shall exercise its rights under this section in a
manner so as to minimize any disruption or interference with the operation of Tenant's business .
and property.
ARTICLE XII.CONDEMNATION.
12.1 Total or Partial Taking. if the whole of the Premises, or such portion thereof as
will make the Premises unusable for the purposes leased hereunder,shall be taken by any public
authority under the power of eminent domain or sold to public authority under threat or in lieu of
such taking the Term shail cease as of the day possession or title shail be taken by such pubiic
authority, whichever is earlier("Taking Date'), whereupon the rent and all other charges shall be
paid up to the Taking Date with a proportionate refund by Landlord of any rent and all other
charges paid for a period subsequent to the Taking Date. If less than the whole of the Premises,
or less than such portion thereof as will make the Premises unusable for the purposes leased
hereunder, the Term shall cease only as to the part so taken as of the Taking Date, and Tenant
shall pay rent and other charges up to the Taking Date, with appropriate credit by Landlord(toward
the next instailment of rent due from Tenant)of any rent or charges paid for a period subsequent
to the Taking Date. Minimum Rent and other charges payable to Landlord shall be reduced �n
proportion to the amount of the Premises taken.
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12.2 Award. All compensation a�varded or paid upon a to2al or partiaf taking of the
Premises or Retail Space including the value of the leasehold estate created hereby shall belong
to and be the property of Landlord without any participation by Tenant; Tenant shall have no claim
to any such award based on Tenant's leasehoid interest. However. nothing contained herein shall
be construed to preciude Tenant. at its cost. from independently prosecuting any claim directly
against the condemning authority m such condemnation proceeding for damage to, or cost of
removal of, stock, trade fixtures. fumiture, and other personal property belonging to Tenant and
for Tenant's moving expenses; provided, however, that no such claim shall diminish or otherwise
adversely affect Landlord's award or the award of any mortgagee.
ARTICLE XIII. PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSTYRENE
FOOD SERVICE ARTICLES. SINGLE-USE PLASTIC SEVERAGE STRAWS,AND SINGLE-
USE PLASTIC STIRRERS.
13.1 Tenant hereby agrees and acknowiedges 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 articies (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.
13.2 Additionalty, Tenant agrees and acknowiedges 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 shail
not restrict Tenant from providing a beverage with, or offering the use or, 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.
13.3 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 appiy 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 permiited to providing
a beverage with, or offering the use of, a single-use plastic beverage straw or single-use plastic
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stirrer to an individual with a disabil t;� or medical condition that impa��rs the corsumption of
beverages without a single-use plastic beverage straw or single-use plastic stirrer.
ARTICLE XIV. 7ENANT'S COMPLIANCE WITH FLORIDA'S PUBLIC RECORDS LAW.
14.1 Tenant is a governmcntal entity subject to Florida f ubiic Records law under
Chapter 119, Florida Statutes, and shall comply with said law as it may be amended from time to
time.
14.21F 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: , � � � � =�.o _��,� �� ��,,>�� ,�, ����, E� � � �� . �
PHO N E: 3U5-673-7411
ARTICLE XV.INSPEGTOR GENERAL AUD17 RIGHTS.
15.1 Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has
established the Office of the Inspector Generai 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
15.2 The Oftice af the inspector Genera� 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 Generai 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 lime, within budget and in conformance with the contract documents and applicable
law. The Inspector Genera{ 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 arnual contract expenditures to fund the
activities and operations of the Office of Inspector General.
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15.3 Upon ien (10) days written notice to the Tenant, the Tenant shall make all
requested records and documenis available to the Inspector General for inspection and copying.
The inspector General is empowered io retain the services of independent private sector auditors
to audit, investigate, monitor, oversee, inspect and review operations activities, performance and
procurernent process including but not limited to projec;design, bid specifications, (bid/proposal)
submittals, activities of the Tenant its officers, agents and employees, lobbyists, City staff and
elected of(iciais to ensure compliance with the contract documents and to detect fraud and
corruption.
15.4 The Inspector General shall have the right to inspect and copy all documents and
records in the Tenant's possession, custody or control which in the Inspector General's sole
judgment, pertain to performance of the cont�act. including, but not limited to original estimate
files, change order estimate files, worksheets, proposals and agreements from and with
successful subcontractors and suppliers, ali project-related correspondence, memoranda,
instructions, financial documents, construction documents, (bidlproposal) and contract
documents, back-change documents, all documents and records which involve cash, trade or
volume discounts, insurance proceeds, rebates, or dividends received, payrol� and personnel
records and supporting documentation for the aforesaid documenis and records.
15.5 The lenan! shali make available at its otfice at all reasonable times the records,
materiais, and other evidence regarding the acquisitior (bid preparaiion)and performance of this
Lease, for examination, audit. or reproduction. until ihree (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 relaiing to the work terminated untii three (3) years after any resuiting final termination
settlemeni; and
(B) The Tenant sha�l make availabie records relating to appeals or to litigation or the
settlemeni of claims arising under or relating to this Lease until such appeals, litigation, or claims
are finally resoived.
15.6 The provisions in this section shall apply to the Tenant, its officers, agents,
ernployees, subcontractors and suppliers. The Tenant shali incorporate the provisions in this
section in all subcontracts and all other agreements execuied by the Tenant in connection with
the performance of this Lease.
15.7 Nothing in this section shali impair any independent right to the City to conduct
audits or investigative activities.The provisions of this section are neither intended nor shall they
be construed to impose any liability on the City by the Tenant or third parties.
ARTiCLE XVI. GENERAL PROVISIONS
16.1 Force Majeure. Whenever a period of time is herein prescribed for any action by
Landlord or Tenant, as applicable, Landlord or Tenant, as applicable, shall not be liable or
responsible for, and there shall be excludec from lhe computation of such period of time, any
delays due to strikes, riots, acts of God, pandemics, epidemics, shortages of labor or materials.
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W2f, Of�OVP,fflt7'@Ilt2� �dwS, (P.C�U18ti0f1S, or restrictions in the nature of a prohibition or moratorium,
or any bona fide delay beyond the reasonable control of Landlord or Tenant, as applicable. The
foregoing shall not apply to any payments of money due under this Lease.
16.2 Holding Over. If Tenant remains in possession of the Premises after the end of
the Term without having executed and delivered a new lease or an agreement extending the Term,
there shall be no tacit renewal of this Lease or the Term, and Tenant shall be deemed to be
occupying the Premises as a Tenant from month to month at a monthly fvtinimum 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 terrns as are set forth in
this Lease, so far as they are applicable to a monthly tenancy.
16.3 Waiver: Severability. If Landlord excuses or condones any default by Tenant of
any obligation under this Lease, this shall not be a waiver of such obligation in respect of any
continuing or subsequent default and no such waiver shaEl 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 ii shall be considered separate and
severable fram this Lease and the remaining provisions of this lease shall remain in force and
bind the parties as though the illegai or unenforceable provision had never been inciuded in this
Lease.
16.4 Recording. Neither Tenant nor anyone claiming under Tenant shall record this
Lease or any memorandum hereof in any pubiic records without the prior written consent of
Landlord.
16.5 Notices.Any notice, consent,or other instrument required or permitted to be given
under this Lease shall be in writing and shall be delivered in person, or sent by certified mail,
retum receipt requested, or overnight express maii courier, postage prepaid. addressed (i) if to
Landlord, at the address set fo►th in the Lease Summary; and(iij if to Tenant, at the Premises or,
prior to TenanYs occupancy of the Premises,at the address set forth on the Lease Summary.Any
such notice or other instruments shall be deemed to have been given and received on the day
upon which personal delivery is made or, if mailed, then forty-eight(48) hours following the date
of mailing. Either party may give notice to the other of any change of address and after the giving
of such notice, the address therein specified is deemed to be the address of such party for the
giving af notices. If postal service is interrupted or substantially delayed, all notices or other
instruments shail be delivered in person or by overnight express mail counter.
16.6 Successors; Joint and Several Liability. The rights and liabilities created by this
Lease extend to and bind the successors and assigns of Landlord and the heirs, executors.
administrators, and permitted successors and assigns of Tenant. No rights, however. shall inure
to the benefit of any transferee unless such Transfer constituting Tenant.their covenants shall be
considered to be joint and several and shall apply to each and every one of tnem.
16.7 Captions and Section Numbers. The captions. section numbers. article
numbers, and table of contents apqeariny �n this Lease are inse�ted only as a matter of
convenience and in no way affect the substance of this Lease.
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16.8 Extended Meanings. The words °hereof," "hereto," "hereunder," and simJlar
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. agenls,invitees,and licensees of Tenant and all others over whom
Tenant might reasonably be expected to exercise control.This Lease has been fully reviewed and
negotiated by each party and their counsel and shall not be more strictly construed against either
Party.
16.9 Entire Agreement: Governing Law; Time. This Lease and the Exhibits and
Riders, if any,attached hereto are incorporated herein and set forth the entire agreement between
Landiord and Tenant concerning the Premises and there are no other agreements or
understandings between them.This Lease and its Exhibits and Riders may not be modified except
by agreement in writing executed by Landlord and Tenant. This Lease shall be construed in
accordance with and governed by the laws of the State of Florida. Time is of the essence of this
Lease.
16.10 No Partnership.The paRies hereby acknowledge that it is not their intention under
this Lease to create between themseives 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, tivhether based on the calculation of rental or
otherwise. shall be construed or deemed to create,or to express an intent to create. a partnership,
joint venture, tenancy-in-common, joint tenancy, co-ownership or agency relationship of any kind
or nature whatsoever between the parties hereto The provisions of this section shali survive
expiration of the Term.
16.11 Quiet Enjoyment. If Tenant pays rent and other charges and fully observes and
performs all of its obligations under this Lease, Tenant shall be entitied to peaceful and quiet
enjoyment of the Premises for the Term without interruption or inte!ference by Landlord or any
person claiming through Landlord.
16.12 Brokerage. Landlord and Tenant each represent and warrant one to the other that
except as set forth in the Lease Summary, neither of them has emplayed any broker in connection
with the negotiations of the terms of this Lease or the execution thereof. Landiord and Tenant
hereby agree to indemnify and to hold each other harmless against any loss, expense or liability
with respect to any claims for commissions or brokerage fees arising from or out of any breach of
the foregoing representation and warranty. Landlord recognizes the broker(s) specified in the
Lease Summary as the so�e broker(s)with whom Landiord has dealt in this transaction and agrees
to pay any commissions determined to be due said broker(s).
16.13 Radon Notice. Chapter 88-285, Laws of Florida, requires the following notice to
be provided with respect to the contraci for sale and purchase of any building, or a rental
agreement for any building. f�ADON GAS: Radon is a naturally occurring radioactive gas that,
when it has accumula�ed in a building in su(ficient quantities, may present health risks to persons
who are exposed to it over time. Levels of radon that exceed federal and state guidelines have
29
Docusign Envelope ID:9A88EAE7-D4A8-4358-814E-51757013F617
been found in buildings in Ftorida Additional information regarding radon and radon testing may
be obtained from your county public healih unit.
16.14 No Discrimination. Tenant hereby agrees hereby agrees to comply with City of
Miami Beach Human Rights Ordinance. as codified in Chapter 62 of the City Code. as may be
amended from time to time, prohibiting discrimination in employment (including independent
contractors), housing, public accommodations, public services, and in connection with its
membership or policies. because oi actual or perceived race, color, national origin, religion, sex,
intersexuality, sexual orientation,gender identity,familial and marital status,age,ancestry, height,
weight, hair texture andlor hairstyle, domestic partner status, labor organization membership,
familial situation, political a�filiation. or disability.
16.15 Execution.This Lease has been submitted for discussion purposes only and shall
�ot be deemed an offer by either party to the other to enter into this Lease unless and until this
Lease shall have been executed by both parties, indicating their acceptance of the terms and
conditions contained herein.
16.'t6 TRIAL BY JURY. LANDLORD AND TENANT EACH HEREBY WAIVES ITS
RIGHT TO A JURY TRIAL OF ANY ISSUE OR CONTROVERSY ARISING UNDER THIS
LFASE.
[SIGNATURE PAGE TO FOLLOW]
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EXECUTED as of the day and year first above written.
ATTEST: LANDLORD:
MIAMI BEACH REDEVELOPMENTAGENCY,
A public body corporate and politic
DocuSigned by:
C��. (�I�.a� , a
By� � FA888AOBFBSE4CE..— B , �
_ y
Rafaei E Grar;ado; Secretary Eric T. Carpente , Executive Director
10/16/2025� 11:18 AM EDT
Date:
_ _ _ __
ATTEST: TENANT:
Miami-Dade County Tax Collector's� ffice
_
��.— r _ __.
� _
j �
• ' ' -- {
_ ... ._---r
�y' ---- BY� C'r'--� "
Witness =
Name,�7'ii+��F�onorable Dariel er andez
Miami Dade County Tax Collector
�j�r/,c;� :.�i4 j.� -" �, ¢�
Print Name
,
Date: __��' � �P )
APPROVED f�S fU
FORM& LANGUAGE
,. & EXECU�ION
31 ��'�-=� I��I�i�
' �� Clty Attornpy ,� `, Oute
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Docusign Envelope ID:9A88EAE7-D4A8-4356-814E-51757013F617
EXHIBIT "A"
LEGAL DESCRIPTION
Lots 8, 9, 10, 11, 12 and 13, Block 57, Fisher's First Subdivision of Alton Beach, according to the
Plat thereof, as recarded in Plat Book 2, Page 77 of the Public Records of Dade County, Florida,
together with all of 16th Street(Avenue "C"), less and except the following described parcel:
BEGINNING at the Southwest corner of Block 54 of said Fisher's First Subdivision of Alton Beach
Plat; thence North 88°O'53" East along the South line of said Block 54,a distance of 443.08 feet,
to the Southeast corner of said Block 54; thence South 07° 35'04"West, a distance of 96.26 feet,
to a point of cusp with a tangent curve concave ta the Southwest; thence along the arc of said
curve to the left, having a radius of 25,00 feet and a centrai angel of 90°00' 00", an arc distance
of 39.27 feet, to a point of tangency; thence North 82° 24' 52" West, a distance of 24. 75 feet;
thence South 88° 00' S3" West along a line 8.00 !eet North of and parallel �vith, as measured at
right angles to the North line of Block 57 of said plat, a distance of 382.18 feet to a point on the
Easterly Right-of-Way line of Washington Avenue; thence North 01 ° 59' 11" West along said
Easterly Right-of-Way line, a distance of
62.00 feet to the Southwest corner of said Block 54 and the Point of beginning.
Said lands lying and being in the City of Miami Beach and containing 65,910 square feet(1.5131
Acres) more or less.
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EXFiIBIT "B"
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33
Docusign Envelope ID:9A88EAE7-D4A8-4356-814E-51757013F817
EXHIBIT"C"
RULES AND REGULATIONS
1. Security. Landlord may from time to time adopt appropriate systems and
procedures for the security or safety of the Retail Space, any persons occupying, us'ing. or
entering the same, or any equipment, furnishings,or contents thereof, and Tenant shall comply
with Landlord's reasonable requirements relative thereto.
2. Return of Keys. At the end of the Term. Tenant shall promptly return to Landlord
ali keys for the Retail Space and Premises which are in the possession of Tenant. In the event
any Tenant fails to return keys, Landlord may retain $300.00 of TenanYs security deposit for
locksmith work and administration.
3. Repair, Maintenance, Alterations. and Improvements. Tenant shall carry out
Tenant's repair, maintenance,alterations, and improvements in the Premises only during times
agreed to in advarice by Landlord and in a manner which will not interfere with the rights of
other Tenant's in the Retail Space.
4. Water Fixtures. Tenant shall not use water fixtures for any purpose for which they
are not intended, nor shall water be wasted by tampering with such fixtures. Any cost or
damage resulting from such misuse by Tenant shall be paid for by Tenant.
5. Personal Use of Premises. The Premises shall not be used or permitted to be
used for residential, lodging, or sleeping purposes or for the storage of personal effects or
property not required for business purposes.
6. Heavy Articles. Tenant shall not place in or move about the Premises without
Landlord's prior written consent any safe or other heavy article which in Landlord's reasonable
opinion may damage the Premises,and Landlord may designate the location of any such heavy
articies in the Premises.
7. Bicycles. Animals. Tenant shall not bring any animals or birds into the Retail
Space and shall not permit bicycles or other vehicles inside or on the sidewalks outside the
Retail Space except in areas designated from time to time by Landlord for such purposes.
8. Deliveries. Tenant shall ensure that deliveries of supplies, fixtures, equipment,
furnishings, wares, and merchandise to the Premises are made through such entrances,
elevators, and corridors and at such limes as may from time to time be designated by Landlord
and shal{ promptly pay or cause to be paid to Landlord the cost of repairing any damage in the
Retail Space caused by any person making improper deliveries.
9. Solicitations Landlord reserves the right to restrict or prohibit canvassing,
soliciting, or peddling in the Retail Space.
10. Refuse. Tenant shall place all refuse in proper receptacles provided by Tenant at
its expense In the Premises or in receptacles(if any}provided by Landlord for the Retail Space
34
Docusign Envelope ID:9A88EAE7-D4A8-4356-814E-51757013F617
and shall keep sidewalks and driveways outside the Retail Space. and lobbies. corridors,
stairwells. ducts, and shafts of the Retail Space,free of all refuse.
11. Obstructions.Tenant shafl not obstruct or place anything in or on the sidewalks or
driveways outside the Retail Space 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 Landiord'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
12. Proper Conduct. Tenant shaf� not conduct itself in any manner which is
inconsistent with the character of the Retail Space as a first quality retail center, or which will
impair the comfort and convenience of other Tenant's in the Retaii Space.
13. Employees. Agents, and Invitees. In these Rules and Regulations, "Tenant"
includes the employees,agents,invitees,and licensees of Tenant and others permitted by Tenant
lo use or occupy the Premises.
14. Pest Control. In order to maintain satisfactory and uniform pest controi throughout
the Retail Space. Tenant shall enga9e for its own Premises and al its sole cost, a qualified pest
extermination contractor either designated or approved by Landlord. who shall perform pest
controi and extermination services in the Premises at such intervals as reasonably required or
as may be directed by Landlord.
35
Docusign Envelope ID:9A88EAE7-D4A8-435B-814E-51757013F617
EXHIBIT"D"
TENANTIMPROVEMENTS
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36
Docusign Envelope ID:9A88EAE7-D4A8-4356-814E-51757013F617
EXHIBiT "E"
LANDLORD'S SIGNAGE CRITERIA
Tenant Sign Standards— 16th Street and Washington Avenue Frontages
Tenant signage is to be iocated in the 6'-0"wide transom panel above the entrance daors to each
space.
One 15amp 110vo1f AC electrical circuit has been provided at the designated sign location above
the entrance doors for iUuminated Tenant signage. The area of the sign shall not exceed twen#y
(20)square feet.
Three (3) tubular aluminum mounting rails are provided on the transom framing, in front of the
glass line. The Tenant sign shall mount to the rails and shall be composed of individual letters,
symbols, or decorative elements. The individual letters are encouraged to be neon illuminated.
No box signs are allowed so as to maintain maxirnum transparency of the storefront line.
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37
Docusign Envelope ID:9A88EAE7-D4A8-435B-814E-51757013FB17
Receiving Door Signs
Each store shall have a sign identifying their receiving door, adjacent to the latch side of the
door_Tenant shall provide acid etched aluminum panel with blind studs, silicone cemented to
the wall at 5'-O" above the finished floor. Tenant name copy shall be acid-etched, and paint
filled.
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38
Docusign Envelope ID:9A88EAE7-D4A8-4358-814E-51757013FB17
EXHIBIT "F"
PROHIBITED USES
1. !n no event may the primary business at the Premises engage in the operation of a cocktail
lounge.
2. In no event may the primary business at the Premises engage in the operation of a Cuban
or Latin Cuisine.
it is not the intent of Prohibited Uses to limit Tenant's Permitted Use, but to limit direct competition,
consolidation of inerchandise, services, and business image between tenants. It is understood
there may be some item(s�categories available in multiple locations at the Retail Space, but there
shall not be comparable categories alone with a similar display of business image.
39