HomeMy WebLinkAboutCMB Economic Development Agreement with Perfection Travel Corp. Small Business Grant ProgramDoasign Envelope to: DaBACASP]Ca]<E3]-A3FEA23CAEEF2392
Dowsign Erwiope ID: 03C2E923-2E]C,4D05B0CA-A33]206E536F
2024-33179
CITY OF MIAMI BEACH ECONOMIC DEVELOPMENT DEPNY'fMENT
AGREEMENT
SMALL BUSINESS GRANT PROGRAM
'1 Small Business Giant Program (iv
11TH DAY o5 MARCH f026)0Y5, by and pitween flhAy o'
_.. �:.,d and existing under the taws of the S
. Cur c Con Cancer Drive, Miami Beach, r
7ru -_�V iRAVEL CORP, a Florida oorporptron-n
4.: ncs Q,.esC ' 300 CotlineAwriue, Suite # B, Mianu Beach, Florida 33139 th.. ..,
Article! i Program Summary
ApplicanYPanicipant
ApplicaNlPadlclpant Contact'.
Local Business Address:
Ci ;-, State, Zip.
Phone, tax, e-mail:
Grant AaountlFiscal Impact.
Tenn.
I r4 giam Guidelines.
PERFECTION TRAVEL CORP
Maria G Cetus
1300 COLLNS AVENUE, SUITE K 8
MIAMI BEACH, FL 33139
(305) 216-0443, mgcotua@aoI.com
Not to exceed $5.000,
October 1, 2025 - September 30, 2026
See Exhibit 1, atlsched herato and irvb;porated
harein.
D,hcrsement Cairo Deadline. All reimbursement requests must he submitted on or
emm
September 30. 2025,
Article II I General Conditions
1, BACKGROUND AND PURPOSE:
7"He City or Miami Beach is committed to economic rositlenco through i ivers,ficadon and targeted
�uppnn for sm,0 businesses. In the wah.e of challenges posed by shifts in ou ;fr: «Ood and rising
commercial rents, small businesses haw shown remediable adaptability but cominua to Pars
gressure-, frrn increasing costs and summer slowdowns. To address hose challenges, the City
nos 1M„ro.'..:cnd thy Pogrom and Offered giants of up to $5,000 to twenty (20? eligible small
T'-a t'r ar,: to pfcvae resouros to businesses with a physical presence
wit.in the Cdy to help erhanr-o opciA,,ris, sustain Iota, and support surmner success. Aligned
iv.nno , ar,u ecore'nlc vitality fueuug fce d,, Program will be
non pmcasS.
2 C ; _I?! 1 yr Rq t 7 t ,.(i_IS BUR Sr MILL'.:
:1,p, caf r;lll ;e rl-rbd cn ,,i iquc.,4,:1 rtl f;i;y Coma nus_o!ernrined by the
,ato:i ir I r };,,-.'. 1 in opcl;, ri i '.it a Gdslu '" ,ax Roc&ipt (BTR) for at
a'3 b,c �2; qn.,r..
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• -,,Me,'ad as at active entity with the Permit Division of Corry rr oa.
• no affniafion with a national chain business or franchise;
+ is "Pcnu slandmn with fha City of Miami BAsnch and Miami -Dada County.
• active City of Mmmi Beach Business Tax Receipt (BTR) and Merin-11uio Camty and
Loc3i Business Tax Receipt; and
• the City Commission, sl Its discretion, may censber any other r llira al lt.e'eq.;os+
and recommendation of the City Manager.
3. A1.7OtIN OFGRANT gNiI PAYMENT SCHEOULF.
Tne total amount of the grant is set forth in Article I, subject to the restrictions set forth herein. In
awarding th''9 grant, the City assumes no obligation to provide financial Suppod of any tyoa
whalsoevBr Ic excess of the total Grant Amount. Grant funds will be emitted to Particpant as
more particularly set forth in Exhibit I to this Agreement.
A PEPORTS
This grant bee been awarded with the understanding that Poe acivties and 5erh0a5
ba eir Will mutually contribute to the enhancement of services available to Cry ri.
businesses and visitors. As a condition of disbursements of grant funds, and to demonstrate that
!`e grant is f:,ifining, or has finfilled Its purpose, the Participant must submit 3 final report, as more
oe•+'Clxar!y set forth in Exhibit 1 to this Agreement, on or before October 2D, 2025.
Tne City may withhold any future payment of this grant, or the award of any subsequent grant, `t
has net received the final report required to be submitted by Participant, or if such report does not
meet the Citys reporting requirements. Any reports may be disseminated by the City without the
poor written consent of Participant.
5. REIMBURSEMENT RE U STS;
Piedidleant may submit ono reimbursement request to the City following the cendoslon of;1-:, Tenn.
This request must be submittetl together with the Participant's final report. All Cxoend;lcras must
have occurred during the Term and be directly related to grant funded activities taking place within
the 201 fiscal year. The reimbursement request must be submitted as de!=itad,n Exhibit 1
to this Agreement, and must include copies of all receipts, invoices. and c3nceW-d checks
(including copies of 6otn !root and back), along,viln proof of payment. All Ucec^e must be
categorized according to the budget categories set forth in Exhibit 1. The deadi,re to submit the
reimbursement request is October 31, 2025.
S. GRANT RESTRI TION :
Grant funds awarded pursuant to this Agreement may not be used for the k l;o'+:I;.;; a.,;anditures'.
remuneration of City employees for services rendered as part of a project funded by this grant,
debt reduction; social ani fundraising events: cash prizes; lobby;n(I or urop.u,:; •.de materials.
charitable contributions; or events riot open to the public.
,.y
7. ACCOUN I ING AND FINANCIAL REVIEW.
Funded activities ey tins grant must take place during the City fiscal year for which the grant is
approved (October 1 — 5oplember 30). W,niiclpani •;hall keoP acauats and rcm, pi b,: books and
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�r+-'f� � .-"'t'Irt`S Df gramvJnl)a, nl Cerdem�enC?wnhrepeOnable aLrAuntlOg
ac hu end -eri as well as all documents p0relair,g to Pit yn"I'll, ac0pmr,
i f nn wllh this grant, iirlifu g, without IlmAallaO, v000iiii bllls n',ro=a,e.
- 1 wQ0 CliCCFZ, shall be dated within the fiscal year for which they are apple 'art
..lctZi 1,,]" a d4'.arnbDade County in a secure place and in an orderly fashion by Participant for
r the end of the Torm. These backs, rea¢:e, and docuri irb, may Lo
•, r ,ha Cl, and/or its authorized representatives, at Parucipanl's offices during regular
-Iiri es hours dad upon reasonable notice. Furthermore, the City may, at its aep6nso, audit or
v.lr add ii d:. ma financial reuelds of Palecipaut, whether or not purported to be related to Ibis
__.z.4NT£E OF TUYDgdG:
-Impart acknowledges that the receipt of this grant does not imply a commitment on behad of
Glv'p coo,rua or provide `unding beyond the terms specified in this Agreement.
A. In the event Applicant shall fail to comply with any of the covenants, terms or
previsions of ;his Agreement including. without limitation, Applicant's failure to: (1)
wmp!y with the Program Guidelines, as set forth in Exhibit 1 to this Agreement'.
(ii) timely submit any reports or documentation, when due, as required under this
Agraement or (ii) comply with any other term or condition of this Agreement, the
City Managar or the City Managers designee shall 'Issue writtan notice to the
Part cipant and provide Participant with thirty (30) days to cure the default. if. i
the City'da.iager's sole discretion, the breach is cured within that period.
continued pnnicipalmn in line Program may be al',awed. If. however, the
Participant fails to cure the breach, or again breaches this Agreement during the
Pi rheince Period, no furthar cure period shall be allowed and the City PAanager
,Troy tennidate this Agreement will written notice to the Participant, thereby
relieving the City of any further obligation to Participant under this Agreement.
B. 'Ni re a Pa.^,:uml is delinquent in paying its taxes, fines, or ary Omar fees due
to the City '.n its governmental capacity, or in connecron with any other
agreements between the City and Applicant, the City shall willihoid funds until the
Participant is patent. Where a Participant is more than one (1) year danniquiti
$,e Paniclpan s award shall be canceled, and the Participant all be disquatifWd
from paticipatirg in the Program, and the City shall have no Lit a; uaGgation to
the ApplkeCt ender this Agreement.
C. T�ermaticn for `raud or Mineral Misopresontatil ,Add,i om."l,t i` g?e default
is ui a ra aru that cannot bd cured, such as fraud or a material mis ,ricIestratlon
III cennP:Gliai with Paruciparl$ performance under this Agreement, the
s: r �_- .I _"1 rt„ciivu cpor', ranaipl of tiro t rnruata:, .,u. rid curs
q. I i. the s: t it. I be Cl, f t :Wage[, in fits 5 .i,,- ..:.. r the solo
djr, ronien ukajamu, u",gnee, finds that the funds were inehglble payments under
the trrmB of file AS oomenl whether as a Iseult of fraud, mi trapr05entation, or
:f f,a .,:,3n1, PaItle7p'rt shad be mgUlreo t, Wit ,o ; a C ty all or
sny pnflriIi 0 if payments received by Applicant under this Agreement, as of
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hn d:no that Inc written demand is received (-f>amand for Recaptuta ). -oz l'
if- ny (00! days from recelpt of the Demand for Rceeptura
F Applicant further acknowledges and agrees that any doeult may a'.:b` �-
note discretion. render Applicant 'Ineligible for an More funds fo;r-,
Program or otherwise.
n Tlteso prcvc,u'as shall not •:naive or C,iy fror,' I -
^meth s nt lav, and In eq•_iih/.
G Te�minadon for ConvenienceThis Agreement may be ism:—
convedencer and without cause. through City tits g."
c, ripen notice to Participant. IC the event Of S UCh. lcarina or, I, '
^, ny shad vetair any Funds which were nrl oi. t med to Pari -
effeCave date of h4manatlon Pard iPanr she" h "'al,
immedlately returning any unused or unapproved Funds ac
termination, and shall also be solely responsible for submitting a er-"
provided in Exhibit Ito this Agreement, detailing ail Progran ob;ccP: -
andexpendituresuptotheeffectivedateofthoterm:nation.
be due within five (5)'working days following the effective ,I ^
tlpar timely receipt of Participant's final report, the City, at ('-
determine the amount (if any) of any additional portion ores, r !r b
to the City as a result of any unapproved or unused Funds, or mcem^'- -
items, and shall provide Participant vrih written notice of any mcn
additional monies shall be due and payable immediately upon recc.,',
notice by Participant. Notwithstanding the preceding, the City reserves any and
all legal rights and remedies it may have with regard to recaolure, of all or any
portion of the Funds, or any assets acquired or improved in whoia or In Part with
said Funds.
Article III I Miscallanoo rs Provisions
1. IN• P TOP GENERAL AUDIT RIGHTG
A. Pursuant to Section 2-256 of the Code of the CPy of M1tiac'. Peach, fho Cb; ties
estabfshed the Office of the Inspector General which may, on a random basis, perform levlea,s,
audits, inspections and investigations on all City contracts, throughout the duration of said
contracts. This random audit is separate and distinct from any other scd-1 ae'erfned by
behalf of the City
a The ONioa of the Inspector Genera udh c^
empowered to review past present and proposed City programsout, eca ds or ,
and transactions. In addition.. the Inspector General has the p wer to Isparta Mubo-
administer oaths, require the Production of witnesses and mornit; r' I` ;tits arid yrCef 9n a.
Mor.'onng of no eri I',ng City pfolIct or program May in It, i.. a r cco'urg `, - L"c
project is on time, within budgot and in conformance with th,l enisand . rcabte
law- The Inspector Cf n: ml shalt have the power to audd I"',!'Jr 1 : A.^.f, cv -ect
antl review operations activities, Peftgtmence and procurement process in„Idding but rot l mite:.
to project design, bid specification/proposal) submittals. activities of Participant its officers.
agents and employee lobbyist$, staff and ntected oltle-lals to ensure compliance with the.
contract dooumen/r and to da read and e' jrnaptiott_ Pursuant to Section 2 37r1 0l the City
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race- ine crp n, alfa:,nhng d percentage of its oVerdll annual contrast expenditures to fund the
acth+bes era oparatknr. of `ho Office of Insio lOr General.
C ui;cc Wr. (10) days vOlcl, nollesi to Participant, Participant shall make all
rested nss^a d% and demumonts avoBabl; to iho Inspector General for Inspechcn and copying.
Pre !rspeoto: Generl empowered to retain the services of independent novels sector auditors
IC aadil d'Nestigale, monitor, oversee, Inspect and onalovoporations adtNihea. Performance and
c'=: amert prccass ,cdudfig but not limited to project design, bid speeificadons. (ed)proposaq
4 t r u' Parilcipanl, its officers. agents and employees. lobbyists, C'ty surf and
�- e, : r...t. c w:, nil -.a -Vein the coma'! documents and to detect fraud and
The inspector General shall have the dot to inspect and copy all documents and
Participant's possession, custody or control which in the Inspector General's sole
'eau, goat. pedaie to performance of the contract, including, but not limited to original estimate
^: a order esf!male files, worksheets, proposals and agreements from arid with
eceSS`lI subcontractors and suppliers, all project -related correspondence, memoranda,
financial documents, construction documents, (bid(proposal) and contract
dcenirents, back change dowments, all documenis and records which involve rash, trade or
me discounts. insurance proceeds, rebates, or dividends received, payroll and personnel
and suppcglng documentation for Ilia aforesaid documents and records.
E Participant shall make available at Its office at all reasonable limas the records.
-a rn r ^ecrc, rggardlog tho 3Cqukillon (bid praparatin) and peftocnance of the
Airaerrl for exammalion, audit, or reproduction, until thrice (3) years after final payment under
In Agmerrianl or for any longer period required by statute or by other clauses of this contract In
acd'"ion:
l If ;his Agreement is eornptets!y or partially terminated. Participant shall make
iavallaala tacords relating to the work terminated actl throe (3) years oiler arty
resulting final termination settlement; and
,i. Participant shall make amilaba records relating to appeals or to litigation or the
settlement of. claims arising under or relating to this Agreement until such
appeals, litigation, or claims are finally resolved.
F. The Precisions in this section shall apply to Participant, its officers, agents,
cmp:dye>s. subcontractors and supp!lers. Participant shall incorporate !ire pcvfaloos In this
section in all subcontracts and all other agreements executed by Participant in connection with
the performance of ffis Agreement.
G. hlo?hiog in this section shai! impair any independent right to ilia City to conduct
audits or 7nvestigativc activities. The provisions of this section are ill intended nor shall they
he Anstrued to irlpcso any liability on the City by Participant or third parties.
i,. IhiCFI N pIC TI
The Panrcipam %rail Indemnify antl hold harmless the City, as officers, employees and agents.
Prm any ::r+] all Ualrn6. IlabiGty, L>6sos and uvu .ice of acikrn McO, 111l n:r ut rs an act,
'mission, n6gugence or ❑ isconduct on the part of ml Pantaipent of cloy of its agents, officers,
tit, Vert rmpluyees. conln6atoro, patrons, fil r'b lira, license iilutous, or any persons
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echo, uncle' the dPedllen control, or supervision of Par loipont, pursuant to thiv Agrdemonl ard'o:
the Program The Participant shall Pay all claims and losses of any nature whatsoever .n
CUnoeCd•dn !herewith and shalt defend all suits in the name of the City, and shall pay all cOals
( nc"I ng altnmey's fags) antl Iudgements which may issue thereon THIS inddm•rpcatun
survive the lerminelion snorer expiration of this Agreement.
3. ASSIGNMENTS
o3l'hlpart shag Pot assign or subcontract, in whole or in part, this Agreement x;ithdvt ^te prior
wnflen Consent of the City Manager. which consent, 0 given at all, shall be at the City Manager's
sole dscretioe and judgment. Any purported assignment or subcontract of this Agreement in
vlotn6on of the foregoing will be vold, and shalt be treated as an event of defaA pursuant lo this
Agreement
4 001.4PLLA.NCEWITHLAIA/S.
Pamdpanl agrees to abide by and W governed by all applicable Federal, State. County am City
laws inciutling but not limited to Miami -Dade CDuntys Conflict of Interest and Code M Ethics
Csddance, as amended, which is incorporated herein by reference as if fully set faith herein, and
Chapter 2, Article Vll of the City Code, as amereded, which is incorporated herein by reference as
if fully set forth herein.
5- FLCRICAPUBLICRECOR j5 LAW;
A. Panlcipants shell comply with Florida PublicRecords law unuui Chaps, 1.1g.
Florida Statutes, as may be amended from time to time.
B. The term "public records shall have the meaning set forth Ir Section 119.01' (12),
when means all documents. papers, letters, maps, books, tapes, photographs, films, sound
recordings, data processing sofencre, ar other material, regardless of the physical form,
charaetedsticsor mesn5' of transmission. mode of recteved pursuant to :aw cr drt! —,i 0r Cr in
connection with the transaction of official business of the City.
C. Pursuant to Section 119.0701 of the Florida Statutes, if Par i:.pau: ^rsa the
definition of"Contractor as defined in Sectron 119,0701(1)(&), Participant shall
i. Keep and maintain public records required by the City to perform the ser:icre;
it. Upon request from the City's custodian of pchlic neco,s, pmxde the Clly •-a lP a
copy of the requested records or allow the records to be inspected or copied
VAfniO a masenable time at 3 cast Ihbf does Po! aYCOad :t'O CJet p'veided In
Chapter 119, Florida Statutes or as otherwise provided by Is-
is Ensure that pablir, records that are oxampt or Wrt'idadllal end ant ,opt hwn
public records disclose, requirements are not disclosed, loept a5 UVV' XiSPe
by law, for the duration of ate contract term ,na lclinwutg cornptetlon of this
Agreement if Panccipant does not transfer the recortls Id the City;
C. Upon completion of this Agreement. transfer, bl no cost to the City, all public records
In possession of Participant or keep end mandate public rscdide required by the City to perform
the service. If Parlloipant transfers all pbbllc records to the City upon complollpn or this e%Qfaement.
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^aralou[,at shall des rm, any duplicate public records that are exempt of confidential and exempt
•+c records drCICAWe requiramcros- If Participant keeps and rriamCmns puoiic records
jNn co,•p'atron of the Agroomerit, Participant shall most all applicable requirements for mlaming
public records. All r6conts stored eleclrourcelry must be provided to the City, upon requesl trout
tFe y ,lodia i of pL,hilc rear l,, m a formal that is cornpolible with tho information larhnolrsgy
system 1 of :he City.
2EQUE5T1 PE.C' DS:?IONCOPMPL114
I. A request to respect or copy public records relating to the City's contract (Or
scr,:Ce.5must be muds directly to the City. If the City does not Possess Ito
requested records, the City shall immediately nifty Participant of the request, and
Participan', must provide the records to the City or allow the records to be
Inspected or copied vrthin a reasonable time.
,i. Pietoleant's failure to comply with the City's request for records shall constitute a
-10acil of ;hs Agraemer L and ae City, all L sole discretion, fray_ (1J A.!aterally
terminate itais Agreement, (2) avail itself of the remedies set forth under this
Agraenwn4 o id.or (3) avail itself of any available remedies at law or in equity
lb If Participan'-tars to provide the public records to the City within a reasonable tlme
may to subject to penalties under s. 119,10.
F. CIVIL ACTION
i, if a civil action is filed against Participant to compel production of public records
relallag to the City's contract for services, [fie court shall assess and award
against Participant the reasonable costs of enforcement, including reasonable
itrorneysfee;, if.
li. This court determines that Participant unlawfully refused to comply with the public
records request within a reasonable time; and
5i. At least 9 business days before filing the action, the plaintiff provided written
notice, of (he public records request, including a statement that Participant has not
coni with the request, to the City and to Participant.
iv. .A notice mrnpl,e6 with subparagraph (ij(b) if it is sent to the Cil s Custodian of
public records and to Particlparm at Particlpant's address listed an its agreement
with the City or to Participants registered agent. Such notices must ca sent by
common venter delivery sarvira or by registered, Gobal Express Guaranteed. Or
certified mail, with postage or shipping paid by the sander and Willi evidence of
delivery, which may be, In an electronic formal.
V. tf PeYli;ip3rt cfimplinu a PLUrri 1'0WN0 regees+. •itl.ic R h• r -3> d3y3 after
the nCIe is sort; i$not Iiabla far tho, •ea%onaule emits of en`cr omsc'.
IF PARTICIPANT HAS QUESTIONS RE'.GARDiNG THE APPLICATION OF
CHAPIER 119, FLOPIDA. STATUTES, 1'0 PARTICIPANT'S DUTY TO
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PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,
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
EMAIL. RAFAELGRANADO@11,11AMISEACHFL.GOV
PHONE: 305-673.7411
6. WRITTENNOTICES'
Any notions required under this Agreement will be effective when delivered to the City ;n :niCr;
and addressed in the City Manager's designee:
City of Miami Beach
Economic Development Department
Atm. Director
1755 Maridlan Avenue, Suite 200
Miami Beach, FL 33139
To!: 305673-7572
Email: M,bb-tL&fguajmibeachA aov
Any notices required under hits Agreement to Pancipanf shall be delivered in writing to
Participant s contact.
Participan; IsOand agrdee to complyv:'th!be foilcving zioria: coitditb'I"o
A- Participant hereby agrees that it %vill comply with Title VV of the Civ'I Ri;Ats Act of
1964 (Pub. L. 88-352) (Title VII), as amended, as it appears in volume 42 of the Voted States
Code, tegin,lirg ai Scat.°C0.':a. prchb L„crnpo, mc
rafgior, sax and ?alicral origin.
B The Pallopant hereby agrees bill i' :viP ,;omp17 wi!h CiEy of blia'tl Ssab Human
Rights Ordinance as codified in Chapter 62 of the City Co -de, as may be amovre_i I,cin time to
time, prohibiting discrimination in employment (Including independent coMm&ces0. -o sing and
public accommodations, public services and in connection with its membsrsldp "' 73s on
account of actual or perceived race, cater, national origin, religion, sax, intersexoanp-, gander 9
Identity, soxuai orientation, iron 1 and familial status, age, disability, ncos!" i"e,"it weight, r
helr text r d c,-r*style. domestic partner st71115, tabor r nn .atwn 111,1 tr ..c ramila, d
cenat-on, or poiitigal affiliation. ..
a
C, The City endorses, and Participant shall minpiy with, the clear ma as:u Of trio c,
Amanc,nS with Disabilities Ad of 1990 (ADA) to ionic. barriers. which prevents Qualified
individuals with d1sid,g1t es from enjoying the sand omploymoni . 0pofWnll0s Oki are nva6able
Ip parsons Without gisaeAlilns. a:
la
Pig,j
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D. The Nl afro endofse;, Inn mandate of the Rehabilitation Art of 1973 and Section
G0J and prohrAs dlscriannalion on the basis of disability and requires that Grant recipients
tvcwidio and aqua' oppo«unily and Services without dice IFT141 tion en the basis of
any dnsabfiiV.
n 0._IvGf% of any breach or fallUra to enforce any of the terms, covenants, 00(alhOrS or ether
cans of Phis Agreament by either party at any time shall in any way affect, limit, modify or
valve either parry's right thereafter to enforce or compel strict compliance with every term,
covanant, condition or other provision hereof.
9. GOLUSIVE VENUE AND A- TORNEY'S FEES:
T f a Agreement sf tali be governed by, and construed in accordance with, the laws of the Slate of
p'.onda, both substanttva and remedial, without regard to principles of conflict of laws. The
ezciusve vane for any litigation arising out of this Agreement shall be Miami -Dade County,
Honda, if in State court. and the U S. District Court, Southern District of Florida, if in federal court.
BY ENTERING INTO THIS AGREEMENT, THE CITY AND PARTICIPANT EXPRESSLY WAIVE
ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION
RELATED TO. OR ARISING OUT OF, THIS AGREEMENT.
10. CCNf=UCT OF INTEREST:
Applicant agrees fo adhere to and be governed by all applicable State. County and City conflict
of interest laws including, without limitation, State of Flonda Code of Ethics for Public Officers and
Employ=_as, as set forth in Chapter 112, Florida Statutes, as may be amended from time to time;
Miam7-Dade County Conflict of Interest and Code of Ethics Ordinance, as set forth in Section 2.
1. 1.1 of tho Y.orpli Lace :;ounty Coda, as way be amended from time Wall and by 4S coon 2-
451if al seq. r f the City of Miami Beach Code of Ordinances regarding voting and cont and
CisC,asures cf financial interests, as they be amended from fare to time; all of which are
i2-or cfraia3 herein by reference as if fully set forth herein; and further acknowledges the
fallowing:
?, P!s off�,.� d�r;;Licr, en+flayee, agent, of outer consultant of the Cry of a ❑: ,in ber
cl the inunediate family or household of the aforesaid has directly or Indirectly receivod or been
promised any form of benefit, payment or compensation, whether tangiole or intangible, in
G^figaCtin :.4:ih thi: ar rci ^f rh+.S PfOgfam,
E. T:^.ere sre nc und!SGoseo persons of entities Interested adth Lha Participant in this
Agreement. Tn1G l.gfoemern a entered Into by Participant without any conneogon wine arty other
entity or person making a reaeest far funding in the same Program, and ,,fit olit caonn, zin. fraud
ar Aniot of in;orn L W etecied or appointed officer or official, dtructor.smGbrt g-ni ,,-other
!lit the City, cr o'the state of rinrida (Induded oler-ted and appointed .ocvr.Urr, of the
Iog;sL:Lve slid hrenor:es of tjovernmenq, or a mender of the lrnmeu le bon,!y or
hcusChald of al;, pf :tit.: afolofoin,
'I;r!fj�lokrr thenuOh elf :oc y If .uy-.,annar
+4rn'i sC nr 3 ihE 1. F.Cllflcn or d+ ^ pafforr:TilnR 4 th:, .n the
page, of I4
Docusgn Envelope ID: D11MC450-7C87-4E37-A3FE823C4EEF2392
Dowagn Envelope 10: 03C2E926-2E7C4D0"0CAA337206E536F
16
- _ . i t-.lies "o,. rk IC vh,ch thn A ae^IV, rcl t" Cr if n
.M1LC5; or
,i le 3r erreletee, agc'nl a IAr,orCon llanl to l!ic ,D, ti or ,t,.'f 9f ,h9
Apakca ,hsrnn7e$gn anyscbrantrecC r sLp('lir- l: ire A,p!
C. Subject to the exceptions and provisions d (.^)(2) through (r(`) f
Of the Miami Dodo. County Code, Commissioners autonomous PetelOrInct. Jr dots'
personnel, advisory personnel, department personnel, employees or membe of lids or her
immediate family (all as defined in Section 2-11.1(b) of the. Miami -Dada County Code) of fha Ci:y
,. e pohihited from en+pring into any contract or transacting any bf:edness in whit r` 0 cr she ar a
member of his or her immediate family has a financial interest, direct or indirect, with the City or
any person or agercy acting for the city, and an/ sic, von"ra�! n eemu': c
eagogement entered to violation of This subsection shall render the Vansaction voida,!a'
D. Subject to the exceptions and provisions of (c)(2) through (cHe) of Section 2-11."
of the Miami -Dade CMmty Code, City Commissioners, autonomous personnel, guasb .:d¢:ai
personnel, advisory personnel, department personnel, employees or a member of the Immediate
family of the aforesaid is prohibited from entering Into any contract or transacting soy it:
through a firm, corporafion, partnership or business entity In which the aforesaid or any rnerber
of his or her immediate family has a controlling financial interest (as defined in Sector _-11 '(b)
c` the Mami-Cada County Code)• direct or indirect, with the City or any person or agency acting
`_ r'h,� r j. and nny S..ch contract, agreement or ousisess �..yayurnen' entered "I � at,vi-, e`
this subsection shall render the transaction voidable.
E. Pursuant to Section 2-446 of the City s Cade of Ordinances, it is the policy cf the
City Commission that no officer or employee of the City, or any of its agendas or subdiwissns,
and no member of the City Commission, shall have any interest, financial or otherwisedirect or
Indirect, or engage in any business transaction, or professional amivily, or incur any or igatiao r-f
any nature that is in substantial conflict with the proper discharge of his/her duties it the public
interest.
F. The pioi of this Section 3 are supplemental to, not in lieu of, all applicable
laws W h p m; cl to Cn 1 ,t"mferast. In The evanf thorn ,5 a d aer¢nC t-" the
applicable under this Section and those Provided by statute. the Stride- standard sholl app'y
G. In the event Applicant has no prior knowledge of a ccnfict of inlemsl as s;:i <:
above and acquires information which may indicate that there may be an actual or appa coil
violation of any cf the above, Applicant shall promptly bring such informa!Icn to It o z'S;.d.r cr
the City's representative. Applicant shall thereafter cooperate with the Oty's review and
investigation of such information and wmpty with the instructions Applicant receiaex Port, !nf,
City's representative regarding remedying the situation
11. PROHIBITION ON C.,,�, Mjl Ck G WITH A�,fNpIVIDUAI OR ]ENTITY WHICH HA.S
PERFnf2t�E0 RVICsFS, Fr7R CgMEENSATION Ti)_ 1_l'1Nelf) C E'_i
Pl CT O OFFICE'
Padicipant warrants and represents that, within two (2) years poor to the Effei IV(,
Participant has not received compensation for services performed fora candidate for City olectud
office, as contemplated by the prohibitions and exceptions of >ecbon 2-379 of the City Coe,
Page 10 of 19
Docusign Envelope ID: DWAC48 7C87AE37-A3FE-823C4EEF2392
Docuien Envelope ID. 03C2E928-2E7D4D05-Becit 31208E538F
F: r the I0 ,Ice of dQubl, iho reseictions on rontracrng with tire: City pursuant to 3;"nor 2-
0, 0,1, 01" Code shall nri appiy M the tollowmit
', F,ny utdi.afcal er onticy chat provides 9ootls to a ranmdem fw office.
d, Any M,Avduelorentity that provides services to a a:nmdaie for office if lne3Ei Sarre
scan ces are egularty penonned by the individual or entity In the ordinary course of business far
-. customers clbTr than candidates for office. Thi; includeswithout limitationbanks,
telephone or internet service providers.. printing companies, event venues, restaurants, caterers,
oarsoortairon providers, and once supply vendors.
C. Any individual or entity which performs licensed professional services (including
far example, legal or accounting services).
1?-ARTICIPAKS COMPLIANCE WITH ANTt-HUMAN TRAFFICKING LAWS
Participant agrees to comply with Section 787.06, Florida Statutes, as may be amended from time
to time, and has executed the Anti -Hunan Trafficking Affidavit, containing the certification of
:.mptance with anti -human trafficking laws, as required by Section 787.06(13), Florida Statutes,
a copy of which is attached hereto as Exhibit 2 and incorporated herein.
13, PRGHIRRION ON CONTRACTING WITH A BUSINESS ENGAGING IN A BOYCOTT:
Participant warrants and represams that It is not currently engaged in, and will not engage in, a
- lc%d, a^. dee,.ed In Baetwn 2-375 of the City Code. In acoord nca with Section 2 375 1(2)(a)
of the Cdy Code, Participant hereby certifies that Participant is not currently engaged in, and for
iris duration of the Agreement, will not engage in a boycott of Israel.
14. PPOH'B'TlCN AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF CONCERN
WHFN AN INDP/IDUAL'S PERSONAL IDENTIFYING INFORMATION MAV 8E
ACCESSED:
Participant hereby agrees to comply with Section 287.138, Florida Statutes, as may be amended
from time tc time, which states that as of January 1, 2024. a governrnenLil entity may not accept
a bid on, e proposal for, or a reply to, of enter into, a contract with an entity which wDuid grant the
anFhf access to an indvldi personal Identifying information (Pip, unless the entity provides
the govern -olla entity with an afidavlt signed by an officer or reprelaolallva of the entity under
Dena!ty of perjury attesting that the entity does not meet any of the criteria in Paragraphs 2(1
of Section 227.135, Ronde Statutes: (a) the entity Is owned by a government of a Ioralgn country
Of Col r 'b7 "e -o' afri of, a forelgr•• W,.niry of collcern has r.roN,ng 'Onarest in the
ent y or y I" ehbly is organized under the laws of or has is p t8 vat place of G Sfilese in a
=,± r of wnci rn (each a'inhibited Entity). A foreign w�untry of Sni is defined in
- nC., Statue�, as nwy be amended ff011l Ullo be ume, .. tl.a Peoples
?OpaLlir _p I rlIna, IN'; 2uosimr redomlIon, the Islamic Rapubllc of 9.. ' n Comocrauc People s
• nI Kuoe, it Rnpubho of Cuba M,e VOna2uelan rayiare oil 'I: 6tad..:,., or the Syri
ii4 any cagy:, v` ,r ,coy of or O,n, sigmilcdl • _..lino, :..czh fureign
mom. ty II it AndHloneJly, trt gloomy luly !, 0 a,73vemmentel(!,)I y ofextendor
r 0 wni a Pf Jed F r 117 f tni-,par r n aMs and rape. s tb: . Jaen not far
sPfd15 Iced El iy anti as.,ic -as caused an au, -.ad proeenWeve
to
Docusign Envelope 10: DWC450-7C874E37-A3FE-a23C EEF2392
Oocu&9n Ert alope ID'. 03UE928-2ED4D0"WA-A337206E536F
Fat Pail! .: azcc,: .diruillo: Nan';; Gw",....... . F+nimn ow,'. ✓w c� m
Concern AllidaaA'. Incorporated herran by reference and attached hereto as Evhibil 3.
15. 'JAPTIO?:YUSEC IN THIS AGF'enrME>IT
Captions, as used in this Agreement, are for convenience of reference only and hcnl: "ict tlm
tlsemed or mnsinmd as in any tvayilm.4ng ar extending lh I n.., 3ye or F" .-., ._.... �..
captions may refer.
le C.O'�TRACTREPSE�ENTS TOTAL AGREEMECIT.
This contract, Inclaring its spacial conditions and exhibits, represents the l,r n!a and ton,
agreementof the paillea N0 represan;allons, ezcOG1 IFase contained wll#1nh his 4.g�&aroco' a"::
its eltachmerds are ;3 bo considered 1n construing iie terms_ No modifications u1 aclandmants
may be made 10 :hie Agreement unless made in writing signed by bath parbea. The City Manager,
on behalf of N!; 0, Shall be authorized to execute amendments to this Agreement, however,
any changes to the Grant Amount shall require apMovel by the Mayor and City Comsresion
(THE REMAINDER OF THIS PAGE IS INTENTIONALLY (.EFT BLANCI
DO sign Envelope ID: D88AC450.1C874E31-MFE-823C4EEF2392
lomsign Envelope ID: 03UE9M2E77Gd005-90CA-A3372WE536F
IN WITNESS WHEREOF, the parties hereto nave caused this Agreernonl to be,
emvwle,d by their may n1.410;i2ed Officials on the day and date first above indicated.
"TI C!TY.
ATTEST
RataEl E. '.oB
Date: 3/11/2026 1 3:19 W EDT
FOR PARTICIPANT'
ATTEST:
CITY OF MiAMf BEACH, FLORIDA
By
Eric T. Carpenter, ity, Manager
PERFECTION TRAVEL CORP
By
I il(XF l/Q(,:{���.JL(,Kk iFAV�A" (�CYtvtC{ C11iq�J l2� CpI V�}
"I the
Pnnt Name and Title Print Name and Title Re$tDe
Date: LJc>V 6 2Q,_..__
APPROVED AS TO
FORM d LANGUAGE
& FOR EXECUTION
A Auk -
City Attorney .-h_ Date
I
Page 13 of 19
Dowsgn Envelope ID: D88AC950-7C874E37-A3FE-823CIEEF2392
Docuslgn Enveope 10' 03C2E929-2E7C WS-BOCA-A33n06E536F
EXHIBIT
52211 BI)S,{NESS GRANT PROGRAM GUIDELINES
A. Sa A P t d P p0e
The Coy of Miami Beach A Committed to economic minnact, through rlvesificafon and
rcae^_ aupporl for small businesses in!ha wmko of chalenges pasec ay ab126 in 10 sm
trend and nsing Commercial rants. smelt businesses have shown remarkable adaptability
bd::onhnoe to face pressures tom Increasing costs and eu0lme; sloa:rbwrrs. -i o address
those challenges, the City has introduced the Smell Business Grant Program (ice
'afograe:-). offering grants, of S5,(66 to scanty (20) eligible small ix-Wh636eL. The
Program ailn9 to Provide MSr,,Mem In business,, wrih a pnysjCLI pre"fice rvVn the City
to help enhance 0p0mtion3, sustain man, and support Stlmlllar succress. Mignrvd with I^P.
Olt's dedication to Innovation axl acensinic vitally, funding for the Program vMl be
cons'derod as par, of the fiscal Year 2025 Budget [FOCesa.
2. Eftni4llit a immenis for Reimauraemant
R Applicaben vn'll ire avatuated by!ho (aPd.ving criteria:
i. located In Miami Seem and in operation wllh a Busio-ss TV" R iCa:Pt
(BTR) for at least two (2) years.
I[. registered as an aClve entity •niihthe Florida DVAsfol`. of rq;poralldn4t.
ill. no affiliation with a national cmin busineaa of frarlchiSS:
iv. In "good standing" with the City of Miami Beach and l barn; -Dade CuunCy,
including, but not I mited to, an active City of Miami Beach Business Tar
Receipt (BTR) and Miami -Dade County and local Business Tax Receipt
V. revenuelannual sales limit from under$7.5 million as evidenced by recent
tax Cimgs. (Small Business Adminnuallon January 2025)
B. Potential ineligible businesses may Include:
i. Franchises and national Chain businesses;
it Health, medical, and social sanks businesses such as, but net tanned
fc. tea&dn Clinics, pain management clinics, 'hospitals and all aff l"Imed
services, chain pharmades, datoxfication centerslcliMcs, resdanbal
care facilities, and labs:
III, Agricultural service industries,
iv. Not-fur-Profil organizations,
v. Tattoo parlors;
v., Body piercing or body an shops;
vii. Adult amenamment facilities;
vii[. Adult- oriented of adult-Ihemed businesses;
ix. Nightclubs, standalone bars, or taverns;
x, Liquor Stores,
xi. Gun shops;
all. Pawn shops;
trill, Home -based businesses;
xiv. Businesses that sell paraphernalia that may be considered crug
paraphernalia; and
xv, vitamin chops.
3. G NT RD
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I Decusign Envelope ID: 03C2Ee28-2E7C4M54sDCA-A3372G6E53eF
L. Q' cs" I' 1 fu'o9u e'Joint for tru Bela. amarlif up to rsf"OW
Participants may gniy roero:r tiro reimbursement of Walbwd Expenses, as
defined below, Reimbursoment payments are oonhngan' upon arms,
ap C .', a. of o y r 4rr-]urg by the (aty C ,omission an. Pan ipalts
f=G Wows comp'-uoco with the rayuRamants and obligabon5 a, the Paracipaaon
Agreement. Ver9{catirxr, or expense eligibility 13 subr"t to trs sole, and absolute
of the Cry5xrh^.;es may be deemed inefigrbn for ro, b- .semen:
an 2xeCureb lease agreennaM has not been provided to rho City, or eJfrar fine
term( anNnr property o•:mer have not obtained a CerLbcatc of rise (Gil) or
Bt. r, ns,, Tex Rer,egj ;i?TR)..
C. Expenses qualified fell nambumament are costs Incurred on or after the expense
eirgibirdy date Id4ntified io the Agreement, generally le Agreement effective
sate, and which are documented as paid, The Program could be designed to
prowtle ;'.Pineal assistance for some or all the hollowing expenses:
i, f8onthly utility bills such as
c Stremily
Water
., Reefers lnsuranca (premiums adodualbla)
a Professional Samo➢s such as:
Payroll
Marketingoideartising
o Technology
RemlLeasalMortgage expenses
o Miami Beach BTR Fees
.; Real'cstate Taxes (including assessments)
vi. Hard costs such as:
o Repaimandlorreplacementofequipment
4. APPI,ICATIi1N PR4CES8
A. Grart applications and awards Will he evaluated and approved on a first -come,
non qualified, first -approved basis;
B. Applications will be received and evaluated by the admmi;la5cn via Ina
Ecanwrkr DevalopmeI reparhnent,
C. illacm evau ihon by t. c Adin,"Noti ntlan, appkants Wit' be informed of gqI ibilily
Marius l and
J_ Th" Admenetnsilt YAM notify the selected appllcaW Mean the appacaN is
odheduL;d fir consideration at any public mueling,
Ar. F, d lhlS R S
- � imh,Ny review progr r n goi7eF;ws sppl'"um;, oral rplat@d matte s
;. Prior hi submlging or anpriostinn, contact the Miami 63x.^n £conom}o
C o6nnant T1dpn .n .,.a ;n !: .1!arJ„@int¢ygcrr(i:Spy c: '3 5 373.7572 to
PaUC Ifi or 10
Decusign Envelope ID: D88AC050-7C87,lE37-A3FEA23GEEF2392
Oectaign Envelope ID: WC2E928-2E7C4DO5va0CA-A337206E536F
discuss your applicationbus9:asa naoda, and he, the Program on, ", tvioreG
to mexlmiza your business ,growth in Miami Beach. 'Pou mny also e, P,,t vie
dopanmont It you have any quos0om about your application stetas, review, er
payment.
C.. Completed application must be submlftod through the online platlsrm by the
business applying for the grant no later than the posted deedllna No physcat
applications .,It be accepted or reviewed.
6. FINAL REPORT
A. Vendor Registration Requirement: Before submitting reimburse'n6rd
requests. participants must register as vendors with the City of fdiami death. It
yoll'm ri ver Joao busmess with thn Gty, aI'eate a now vendor prct lIr.;
Portal.
B. How to Register as a Vendor:
L Visit the Vendor Portal: Go to the City's Vendor Salf-Se,vlce (VSS)
portal at hit gs:llsellsa(vice.miamibeachfloovlvSSNBndoraldetavitaePx.
it Upload Documents: Be ready to upload a cunent W-9 `arn,. and any
elver required Documents.
to Need Help? Contact the Procurement Department:
Email: 105-573-7 t�miamibaacng.gov
c Phone'?OS-073-7440
C. Frequency of Reimbursement. Participants may submit to tCa City !1) Dom
request for reimbursement of Qualified Expenses to recelve a one-hme payment
of. $5, 000. Proof of Qualified Expenses must equal or exceed tiie award amount
and be submitted through the online portal prior is paymcm ioin•atiselnent oy
the City.
D. Supporting Documentation Required
I. Verify, that current main contact, phone number, business aotlra:s, a-.J
small Morass within GoSmad are up to date for correspondence
,.. Executed Lease Agreement. Lease'rerm antl quanedy ccvorage penca
must ovedep.
ill. W-9 Form: M1ItD9ilwwW 1 s aov/ot bf s-ptlfttvfi.odt
iv. Certificate of Use (CU) Number
v. M ami Beach Business lax Receipt Number (BTR)
11 [dram, Beach Vendor Number. Pnn=ded through the vendor r,v-ll s
payiCant distribution.
vl. Eai:h reimbWeement request must be submitted with . improharelve
(loci monlation clearly verifying payment of Qoeiiimd Lwenses, All
11 1,11 on, receipts„ and prnnf crf payments must tat r• Ar) the fiscal yaaf
Page 10 of 19
Deousign Envelope ID: DI
Dowsl9n Envelope ID:
or the ((rent cycle awarded (O(.t 1 — Sep` 30) Any invoices, recopla or
payments outside of lire gdmafed face( year will not be accepted or
reimbutfied.
will. Detailed Paid invoices: Most clearly show expense descrot.onvendor
name, date, and payment status.
ix. Proof of payment: Such as tanceled cracks (front and n.c''.), bane
starrmenfa, or credit card statements clearly reflecting the corresponding
Payments, For credit card or other non -check /ACH payments, you must
also include documentation showing the final payment of the credit card
ci account balance Ira: covers the reimbursable expense. Cash
payments without proper proof of contract andfor receipt are no:
=etsfabis or reimbursable.
x. F rimmng Details Invoices and Proof of Payment of qualified expenses
must squat at exceed the full award amount issued to as reimbursed.
Invoices and Proof of Payment not equaling or exceeding the full award
amount will only be reimbursed for the total amount of qualified firms.
E. Document Submission instructions:
i. Ail documents must be submitted through the online platform. GoSmaa.
Documents submitted via email or by mail will not be accepted or
rav elved.
u. Ensure scans or digital copies are clasr, legible, and complete. Document
uploads are. accepted in PDF, JPEG, JPG or PNG formats lather'ennats
listed wisrin the online platform may be accepted).
iii, lr,.'ude ninar of vendar, date of service, date of paymen! and upload
corresponding invoice/receipt, and proof of payment for the specific
reimbursement within the labeled spaces.
Iv. ClocItory signature trough COSman is required by an authorized signer
for the business_ Alt other signatures MK not be accepted.
Authorixod Representative Electronic Certification
&y aign,,ti be ow, either electronically or by hand, I cerfify that all Information Jr cl suppamng
documenfs provided in this reirnbursomrnBraquestare true, accurate. and complete to ma nest
or mp rrwwied9a.
Printed Namo and TRa: M a ir-1 _CCAQA
.,igrraLue
Dees
Page IYel1'f
Docusign Envelope ID: DBBAC450-7C874E37-A3FE-823C4EEF2392
. Dowslgn Envelope ID: 03C2E928-2E7C4DOSBOCAA337200E536F
MUM"
f 2
ANTI -HUMAN TRAFFICtiN(IAFFI¢AY17
In accordance with Section 787.06 (131. Florida Statutes, the Imdersignwl. on bahal` pf Pa1l islnaR
hereby, attests antler penalty of perjury that Participant does ncl use coercion for Whor or services
as defined In Section 787,06, Florida Statutes, entitled "Human Trafficking'.
I understand that I am swearing or affirming under oath to the truthfulness of me claims made in
this aff:dav8 and that the punishment for knowingly making a Use statement includes fines and/or
imoreonment.
The undars.gned is authorized to execute this affidavit on behalf of ParllcipaN.
PARTICIPANT:
PERFECTION TRAVCL CQ$P , a Flo:id.6CorR4reron _
Mcwiq_ El._(6TQA. _3ogSDLL SAVFNS!€_5UITEIf8 tl €AgH—F„j331
Na"IT10e: (Address)
StateofI..^
County of _A Aw-, 4 e-t,cxl
The foregoing instrument was acknowledged before me by means of '!'$hysical presence er ❑
online nolarzation INS „�day of NUV2Wl'J q,--..._. {0?S by
Y Cotua as Uwneg,_--t2esl a'Kt of
0-1 __ [�'�C� j kaavlr tam9
pjJtRAJQ a -, gWlK✓ __ C��L
to ee the person described herein, ar Wnlw produced Jjf,
dentification, and n']
"GIMDNELLI
GA"I
AIB A S'IM
NOTARY FOBLIC.
N Pon of Florme
Commissmn ,r NN e91514
My Commission Expires
NovemDe105, 2027
(Sgnature)
Swn6r I
(Print Name)
J
idJj—e C/ OS�ZV2�
My rgmmmstnn expires".
--
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1 Docusign Envelope ID: MC2Eg28-2E7G-,iD05AOCA-A337206E536F
EXHIBIT 3
PROHiSiTION AGAINST CONTRACTING WITH FOREIGN COUNTRIES Of CONCERN
AFFIDAVIT
�- acx%vllh Section 267,138, Florida Statutes, incorporated herein by reference, the
m+.:els �_.:a:;, on behalf of Participant, hereby attests under penalty of perjury that Paracipani does
^; of the±Dl!ovnng criteria in Paragraphs 2(a}(c) of Section 287,138, Florida Statutes:
.t 5 owned Ly a government of a foregn country of concern; (b) the government of
erg-. _gain=,y of concern has a controlling interest In Participant: or (c) Participant Is organized
If " -:e laws of or has its principal place of business in a foreign country of concern.
uaders;and that I am swearing or affirming under oaih, under penalties of perjury, to the
crublfuiness of the claims made in this affidavit and that the punishment for knowingly making a
-EAC s:alem rit HIL:Ldes iiltes andlor Imprisonment.
Too uneersigneb :s authonzod 10 execute this offioavit on behalf of Pamcpant.
PARTICIFANT:
7NF_RFEC7XO_N TRAVEL m CORP_ a Florida Cooration
!
fP IQfPCI1.ON Ve� 13gQ CALL NS AV SUITE#B MIAMI BEACH. FL 31139
Namef'itle: r jolia I_ [St OCU (Address)
State of 11 --
The foregoing Instmmenl was acknowledgeu before me by means f 6t"physical presence or ❑
'Hire r,.tan.puon this _� day of OJ 2N 025 by
Of
_�_:IRAJPI , ,0'j1N•8' M__(� known to me
IO �P f e person deftf0� �° O' Nh0 Jrb uLe(1 ,J)(r _ XI:j {.,UfigII s
,oenUfiOaUO<', end who dimEO."""LrA SIM5ub or rkr14
NOTA 119LiC na Hx gauzeenExpkeser Oe. 2a"
,, �pbVLte� Stv�c>�e"i
+Print Name)
Mywnimissmnexpires
NJv�yyy�OPv bslZU2�•
Pozen ILM1uI ll•
twusign Envsbp 10: 088AC 50.7CB7dE37-A3FE-823C9EEF2392
LEASE
THIS LEASE ("Lease") by and between 1300 Collins Realty, a Florida Limited Liability
(Corp. hereinafter referred to as "Landlord"), and Perfection Travel Corp. (hereinafter
referred to as "Tenant") a Florida Corporation.
ARTICLE I
GRANT -AND -TEEM
Section 1.00 BASIC PROVISIONS AND DEFINITIONS. This Section 1.00 is an
integral part of this Lease and all of the terms hereof are incorporated into this Lease in
all respects. In addition to the other provisions which are elsewhere defined in this
Lease, the following whenever used in this Lease shall have the meaning act forth in
this Section, and only such meanings, unless such meanings are expressly
contradicted, limited or expanded elsewhere herein:
(a) DATE OF LEASE: As of March 21, 2018 - March 20,2028
(b) LANDLORDS MAILING ADDRESS: c/o Mel Schlesser
1300 Collins Avenue # 100
Miami Beach, FL 33139
(c) TENANTS MAILING ADDRESS:
(d) Perfection Travel
(e) 1300 Collins Ave # Bay IB
(Q Miami Beach. FI 33139
(d) N/A
(e) TENANT'S TRADE NAME (Sec. 4.01):
(t) SECURITY DEPOSIT (Sec. 6.01):
(g) LEASED PREMISES (Sec. 1.01):
(h) LEASE TERM (Sec. 1.04):
(i) FIXED MINIMUM RENT (Sec. 2.01):
U) PERMITTED USE (Sec. 4.01):
Nothing herein shall be construed to indicate any intent upon the part of Landlord to
restrict the price or prices at which tenant may sell any goods permitted to be sold
under any uses specified.
(k) EXHIBITS: The Exhibits attached to this Lease are hereby incorporated
in and made a part of this Lease.
EXHIBIT A: Site Plan
EXHIBIT A-1: Alamac's Legal Description
EXHIBIT B: Sign Criteria
EXHIBIT C: HVAC Maintenance Provision
Dowsign Envelope ID: 083AC450-1C813E37-A3FE-823C4EEF2392
SECTION 1.01 LEASED PREMISES
In consideration of the rents, covenants and agreements hereinafter reserved and
contained on the part of Tenant to be observed and performed the Landlord demises
and leases to the Tenant, and Tenant rents from Landlord, those certain premises now
or hereafter to be erected in the building owned by Landlord at I300 Collins Ave.
(herein called the "Alamac"), in Miami Beach, Dade County, Florida, the spec
premises herein known as 1300 Collins Ave. Bay B, herein called the "Leased
Premises'. The proposed boundaries and location of the Leased Premises are outlined
in red on the site plan of the Alamac, which is marked Exhibit "Aattached hereto and
made a part hereof The Alamac is legally described on Exhibit "A-1" attached hereto
and made a part hereof.
The Leased Premises ere demised and let subject to the following: (a) the
existing and subsequent state of title to the Leased Remises, the Alamac and the real
property upon which the same are situated: (b) all zoning and other laws and
regulations now in effect or hereinafter adopted by governmental authority having
jurisdiction thereof; and (c) any state of facts an accurate survey might show.
SECTION I.02 USE OF ADDITIONAL AREAS
The use and occupation by the Tenant of the Leased Remises shall include
the non-exclusive use in common with others entitled thereto of the common areas,
loading facilities, and sidewalks, shown and depicted on Exhibit "A' or as such common
areas may hereafter be constructed and other facilities as may be designated from time
to time by the Landlord, subject however to the terms and conditions of this Lease and
to reasonable rules and regulations for the use thereof as prescribed from time to time
by the Landlord. Nothing herein contained shall be construed as a grant or rental by
Landlord to Tenant of (a) the land upon which the Leased Remises are located; (b) the
roof and exterior walls of the building or buildings, of which the Leased Remises form a
part; (c) any space below the top surface of the finished concrete floor slab nor any
space above a horizontal plane coterminous with the bottom edge of the structural
framework supporting the roof of the Leased Remises; or (d) the walks and other
common areas beyond the Leased Remises. landlord reserves and accepts unto
Landlord the use of the exterior faces of all walls, the roof, the underside of the roof, the
underside of the floor slabs, all the walks and other common areas and facilities of the
Alamac. Landlord hereby further reserves and accepts to Landlord the right to install,
and maintain use, repair and replace pipes, duct work, conduits, utility lines and wires
through hung telling space, column space, and partitions, in or beneath the floor slab
or above or below and serving the Leased Remises or other parts of the Alamac in a
manner that will not materially interfere with tenant's use of the Leased Remises.
Section 1.03 COMMENCEMENT AND ENDING DATE OF TERM
The term of this Lease shall commence on April 1, 2013, The term of this Lease
shall end on the last day of the third (3b) full Lease year to wit: March 31, 2016.
SECTION 1.04 LENGTH OF TERM
The term of this Lease shall be for three years following the commencement of
the term as provided in Section 1.03 hereof.
The term "lease year" as used herein shall mean a period of twelve (12)
consecutive full calendar months. The first lease year shall begin on the date of
commencement of the term hereof if the date of commencement of the term shall occur
on the first day of a calendar month; if not, then the first lease year shall commence
Dowsi,n Envelope ID: 088AC450.1C874EV-MFE-823 EEF2392
upon the first day of the calendar month next following the date of commencement of
the term hereof. Each succeeding lease year shall commence upon the anniversary
date of the first lease year.
ARTICLE II
RENT
SECTION 2.01 FIXED MINIMUM RENT
Tenant agrees to pay to Landlord at the office of Landlord, or at such other place
designated by Landlord, without any prior demand therefore and without any deduction
or set-off whatsoever, and as fixed minimum rent, payable as follows:
(a) There shall be no rent payable for the first month of this Lease, to wit:
April, 2013.
(b) The sum of $3,000.00 in advance upon the first day of each calendar
month beginning the second month of the first lease year (to wit: May 1,
2013).
(c) Commencing with the Second (2nd) Lease year (to wit: April 1, 2014) the
fused minimum rent shall increase each year by a sum equal to three
(3%) percent of the fixed minimum rent for the immediately preceding
Lease year.
(d) Applicable Sales Tax shall be paid in addition to all Rent payments.
SECTION 2.02 OMITTED
SECTION 2.03 (OMITTED)
SECTION 2.04 ADDITIONAL RENT
Tenant shall pay, as additional rent any and all sums of money or charges
required to pay by Tenant under this Lease whether or not the same be designated
additional rent. If such amounts or charges are not paid at the time provided in this
Lease, they shall nevertheless, if not paid when due, be collected as additional rent with
the next installment of rent thereafter falling due hereunder, but nothing herein
contained shall be deemed to suspend or delay the payment of any amount of money or
charge at the time same becomes due and payable hereunder, or limit any other remedy
of the Landlord.
SECTION 2.05 PAST DUE RENT AND ADDITIONAL RENT
If Tenant shall fail to pay, when the same is due and payable, any rent or any additional
rent, or amounts or charges of the character described in Section 2.05 hereof, such
unpaid amounts shall bear interest from the due date thereof to the date of payment at
the rate of Ten (10%) percent per annum. If any rental or additional rental set forth
hereunder is not paid on or before the due date on two (2) separate occasions, in any
calendar year, then at Landlord's option, Landlord may demand thereafter that all
rental and additional rentals be paid quarterly in advance. Nothing shall be construed
herein as requiring Landlord to accept any rental or additional rental tendered after the
due date.
SECTION 2.06 SECURITY
nocusign Envelope ID: n88AC650-X87AE37-A3FEd23C EEF23g2
As security for the payment of all Rent, Tenant hereby grants Landlord a
security interest in the following described collateral: (a) all merchandise inventory in
the Leased Premises during the Term of this Lease; (b) all equipment and other
personally placed in the Leased Premises during the Term of this Lease.
Tenant represents and warrants that no financing statement covering the
collateral is on file in any public office, and at the request of Landlord, Tenant will join
with Landlord in executing one or more financing statements pursuant to the Uniform
Commercial Code, as enacted in Florida, in form satisfactory to Landlord and will pay
the cost of filing the same in all public offices where it is deemed necessary or desirable
by Landlord.
Upon default by tenant under the terms and conditions of this Lease, or any
time thereafter (such Default not having previously been cured), Landlord at it's option
may declare the Tenant in default and shall then have all the remedies of a secured
party under the laws of the State of Florida, including, without limitation thereto, the
right to take possession of the collateral and for that purpose Landlord may enter upon
the Leased Remises and remove the same therefrom. Landlord will give Tenant at least
five (5) days prior written notice of any public sale thereof or of the date on which any
private sale or any other intended disposition is to be made, and at any such private
sale the Landlord may purchase the collateral.
This security agreement and the security interest and collateral created hereby
shall be terminated when all of the rent and other charges becoming due during the
term of this Lease and all extensions hereof have been paid in full.
ARTICLE IB
CONSTRUCTION, ALTERATION, RELOCATION AND FINANCING OF IMPROVEMENTS
AND ADDITIONS HERETO
SECTION 3.01 LANDLORDS OBLIGATION
Landlord shall have no obligation to construct the Leased Remises for Tenant's
use and occupancy. landlord's sole obligation in this regard shall be to deliver the
Lease Remises to Tenant in whatever condition same may be at the conclusion of the
prior tenant's lease term. Any work which Tenant may desire to be performed to
improve or alter the Leased Remises, including, without limitation, fighting, signage,
display windows and any other improvements and alterations shall be performed by the
Tenant at its own cost and expense, provided that the written approval of the Landlord
be first obtained and that such improvements and alterations are done in a
workmanlike manner in keeping with all building codes and regulations and in no way
harm the structure of the Leased Remises, provided that at the expiration of this Lease
or any extension thereof, Tenant, at its own expense, if requested to do so by Landlord,
shall restore the within Leased Remises to its original condition and repair any damage
to the premises resulting from the installation or removal of such partitions, fixtures or
equipment as may have been installed by Tenant. The Landlord reserves the right
before approving any such changes, additions or alterations, to require the Tenant to
furnish it a good and sufficient bond conditioned that it will save Landlord harmless
from the payment of any claims, either by way of damages or liens. The Tenant agrees
to protect, indemnify and save harmless the Landlord on account of any injury to third
persons or property by reason of any such changes, additions or alterations, and to
protect, indemnify and save harmless Landlord from the payment of any claim of any
kind or character on account of bills of labor or otherwise related to construction in the
Leased Remises.
SECTION 3.02 CHANGES AND ADDITIONS TO BUILDINGS OR TRANSFER OF TITLE
Dowsign Envelope Ia DsMA 50-]C874E3]-A3FE-823UEEF2392
Landlord hereby reserves the right at any time to perform maintenance
operations and to make repairs, alterations or additions to and to build additional
stories on the building which the Leased Premises are contained and to build adjoining
the same. Landlord also reserves the right to construct other buildings or
improvements in the Alamac from time to time and to make alterations thereof or
additions thereto and to build additional stories on any such building or buildings and
to build adjoining same. Tenant agrees to cooperate with the Landlord, permitting the
Landlord to accomplish any such maintenance, repairs, alterations, additions or
construction.
In the event of a sale or transfer of title of the Landlord entity the transferee may
at its option, terminate this Lease by giving Tenant six (6) months written notice of its
intent to terminate.
SECTION 3.03 RIGHT TO RELOCATE
The purpose of the site plan attached hereto as Exhibit "A" is to show the
approximate location of the Leased Premises. Landlord reserves the right at any time to
relocate the various buildings, and other common areas shown on said site plan.
ARTICLE IV
CONDUCT OF BUSINESS BY TENANT
SECTION 4.01 USE OF LEASED PREMISES
The Leased Premises shall be used solely for the purpose of conducting a
business of Travel and Tour operator office. Tenant will not use or permit, or suffer the
use of, the Leased Premises for any other business or purpose. Tenant shall not sell,
display or advertise any merchandise not specifically permitted by this Section. Any
"tee" shirts sold from the Leased Premises may not be displayed on hanger, but must be
folded and shelved. Tenant shall not conduct catalog sales in or from the Leased
Premises except of merchandise which Tenant is permitted to sell `over the counter in
or at the Leased Premises pursuant to the previsions of this Section 4.01. Tenant
further agrees to conduct its business in the Leased Premises under the name of or
trade name of "Perfection Travel' and under no other name or trade name except as
may be first approved by Landlord in writing.
SECTION 4.02 OPERATION OF BUSINESS
Tenant agrees: (a) except as herein otherwise provided, to continuously and
uninterruptedly with due diligence and efficiency occupy and use the entire Leased
Premises during the Lease Term for the Permitted Use only; and to conduct Tenant's
business therein in a reputable manner; (b) to keep the display windows and signs, if
any, well lighted during such hours as Landlord may require, including periods in
addition to business hours of Tenant if in Landlord's judgement such lighting is
necessary or desirable; (c) to keep and maintain the Leased Premises and Tenant's
personal property and signs therein or thereon and the exterior and interior portions of
all windows, doors and all other glass or plate glass in a neat, clean sanitary and safe
condition; (it) not to change Tenant's trade name without the Landlord's prior written
consent; (e) not to conduct any auction, distress fire or bankruptcy sale or sales or any
going out of business sale or sales (whether any of same are real or fictitious), and (t)
not to perform any acts or carry on any practices which may injure the building or be a
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nuisance or menace to other tenants or invitees in the Alamac, or which will result in
an increase in casualty insurance premiums.
Tenant shall warehouse, store and/or stock in the Leased Premises only such
goods and merchandise as Tenant intends to offer for sale at retail in, from or upon the
Leased Premises.
Subject to the inability by reason of strikes or labor dispute, Tenant shall
conduct its business in the Leased Premises during the entire Lease term and will keep
the Leased Premises open for business as the parties shall agree.
ARTICLE V
OPERATION OF CONCESSIONS
SECTION 5.01 CONSENT OF LANDLORD
Tenant shall not permit any business to be operated in or from the Leased
Remises by an concessionaire or licensee without the prior written consent of Landlord.
ARTICLE VI
SECURITY DEPOSIT
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Tenant, simultaneously with the execution of this Lease has deposited with
Landlord the sum of Six Thousand ft 0001 Dollars receipt of which is hereby
acknowledged by Landlord and said deposit shall be held by Landlord, without liability
for interest and without the need to segregate such deposit from Landlord's funds, as
security for the faithful performance by Tenant of all of the terms, covenants, and
conditions of this Lease by said Tenant during the term hereof. If at any time during
the term of this Lease any of the rent herein reserved shall be overdue and unpaid then
Landlord may, at the option of Landlord (but Landlord shall not be required to),
appropriate and apply any portion of said deposit to the payment of any such overdue
rent or other sum.
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In the event of the failure of Tenant to keep and perform any of the terms,
covenants and conditions of this Lease to be kept and performed by Tenant, then the
Landlord at its option may appropriate and apply said entire deposit, or so much
thereof as may be necessary, to compensate the Landlord for loss or damage sustained
or suffered by Landlord due to such breach on the part of Tenant. Should the entire
deposit, or any portion thereof, be appropriated and applied by Landlord for the
payment of overdue rent or other sums due and payable to Landlord by Tenant
hereunder, then Tenant shall, upon the written demand of landlord, forthwith remit to
Landlord a sufficient amount in cash to restore said security to the original sum
deposited, and Tenant's failure to do so within (5) days after receipt of such demand
shall constitute a breach of this Lease. Should Tenant comply with all said terms,
covenants and conditions and promptly pay all of the rental herein provided for as it is
due, and all other sums payable by Tenant to landlord hereunder, the said deposit
shall be returned in full to Tenant within one hundred twenty (120) days after the end
of the term of this Lease, or upon the earlier termination of this Lease.
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Landlord may deliver the funds deposited hereunder by Tenant to the purchaser
of Landlord's interest in the Leased Premises, in the event that such interest be sold,
D sign Envelope ID: D99AC450-7=4E31-MFE-8=4EEF2392
and hereupon Landlord shall be discharged from any further liability with respect to
such deposit.
ARTICLE VII
COMMON AREAS AND FACILITIES
SECTION 7.01 CONTROL OF COMMON AREAS BY LANDLORD
All entrances and exits to the Alamac, and other facilities furnished by Landlord
in or new the Center, including pedestrian sidewalks, landscaped areas, and other
areas and improvements provided by Landlord for the general use, in common, of
tenants, their officers, agents, employees and customers, shall at all time be subject to
the exclusive control and management of Landlord, and Landlord shall have the right
from time to time to establish, modify and enforce reasonable rules and regulations
with respect to all facilities and areas mentioned in this Article. Landlord shall have the
right to construct, maintain and operate lighting facilities on all said areas and
improvements; to police the same; from time to time to change the area, level, location
and arrangement of such facilities hereinabove referred to; to close all or any portion of
said areas or facilities to such extent as may, in the opinion of Landlord's counsel, be
legally sufficient to prevent a dedication thereof or the accrual of any rights to any
person of the public therein; to close temporarily all or any portion of the facilities; to
discourage non -customer use and to do and perform such other acts in and to said
areas and improvements as, in the use of good business judgement, the Landlord shall
determine to be advisable with a view to the improvement of the convenience and use
thereof by Tenant, their officers, agents employees and customers. Landlord will
operate and maintain the common facilities referred to above in such manner as
Landlord in its sole discretion, shall determine from time to time. Without limiting the
scope of such discretion, Landlord shall have the full right and authority to employ all
personnel and to make all rules and regulations pertaining to and necessary for the
proper operation and maintenance of the common areas and facilities.
SECTION 7.02 LICENSE
All common areas and facilities not within the Leased premises, which Tenant
may be permitted to use and occupy, are to be used and occupied under revocable
license and if such license be revoked or if the amount of such areas be diminished,
Landlord shall not be subject to any liability nor shall Tenant be entitled to any
compensation or diminution or abatement of rent, nor shall such revocation or
diminution of such areas be deemed constructive or actual eviction.
ARTICLE Vill
SIGNS, AWNINGS, CANOPIES, FIXTURES, ALTERATONS, DISPLAY WINDOW
SECTION 8.01 INSTALLATION BY TENANT
All fixtures installed by Tenant shall be new or completely reconditioned.
Tenant shall not make or cause to be made any alterations, additions or improvements
or install or cause to be installed any trade fixture, exterior signs, floor coverings,
interior or exterior fighting, plumbing fixtures, shades, canopies, or awnings or make
any changes to the store front without lust obtaining Landlord's written approval and
consent. Tenant shall present to the Landlord plans and specifications for such work at
the time approval is sought.
SECTION 8.02 REMOVAL AND RESTORATION BY TENANT
Domsign Envelape ID:
All alterations, decoration, additions and improvements made by the Tenant, or
made by the Landlord on the Tenant's behalf by agreement under this Lease, shall
remain the property of the Tenant for the term of the lease, or any extension or renewal
thereof. Such alteration, decoration, additions and improvements shall not be removed
from the Leased Premises prior to the end of the term hereof without prior consent in
writing from the Landlord. Upon expiration of this Lease, or any renewal term thereof,
the tenant shall remove all such alterations, decorations, additions and improvements,
and restore the Leased Premises as provided in Section 9.03 hereof. If Tenant fails to
remove such alterations, decorations, additions and improvements, and restore the
Leased Premises, then upon the expiration of this Lease, or any renewal thereof, and
upon the Tenant's removal from the Leased Premises, all such alterations, decorations,
additions and improvements shall become the property of the Landlord, and in such
event, should Landlord so elect, Landlord may restore the Leased Premises to its
original condition for the cost of which, with allowance for ordinary wear and tear.
Tenant shall be responsible and shall pay promptly upon demand.
SECTION 8.03 CONSTRUCTION LIEN
Nothing contained in this Lease shall be construed as a consent on the part of
the Landlord to subject the estate of the Landlord to liability under the Construction
Lien Law of the State of Florida, it being expressly understood that the Landlord's estate
shall not be subject to such liability. Tenant shall strictly comply with the Construction
Lim Law of the State of Florida set forth in F.S. 713. In the event that a construction
claim of lien is filed against the Alamac or any portion thereof in connection with any
work performed by or on behalf of Tenant the Tenant shall satisfy such claim, or shall
transfer same to security within ten (10) days from the date of filing. This deposit paid
by the Tenant may be used by the Landlord for the satisfaction or transfer of any
construction claim of lien, as provided in this Section. In the event that Tenant fails to
satisfy or transfer such claim within said ten (10) day period, the Landlord may do so
and thereafter charge the Tenant, as additional rent, all costs incurred by the Landlord
in connection with the satisfaction or transfer of such claim, including attorney's fees.
Further, the Tenant agrees to indemnify, defend and save the Landlord harmless from
and against any damage or loss incurred by the Landlord as a result of any such
construction claim of lien. If so requested by the Landlord, the Tenant shall execute a
short form or a memorandum of this Lease, which may, in the Landlord's discretion be
recorded in the Public Records for the purpose of protecting the Landlord's estate from
construction claims of lien as provided in Florida Statues Section 713. 10. In the event
such short form or memorandum of lease is executed, the Tenant shall simultaneously
execute and deliver to the Landlord an instrument terminating the Tenant's interest in
the real property upon which the Leased Premises are located. This Section shall
survive the expiration or earlier termination of this Lease.
SECTION 8.04 SIGNS
Tenant shall not put signs on the interior surfaces of the windows and doors
without prior written permission of Landlord with respect to each such sign and such
instance. Tenant will not place or permit to be placed or maintained on any exterior
door, wall or window of the Leased Premises any sign, awning or canopy or advertising
matter or other thing of any Idnd or nature whatsoever, and will not place or maintain
any decoration, letter or advertising matter on the glass of any window or door, nor will
an illuminated sign be placed in the window display area of the Leased Premises
without first obtaining Landlord's written approval and consent, which may be
arbitrarily withheld. Tenant shall promptly erect a sign within the area designated by
the Landlord, which sign shall be subject to the prior written approval of Landlord.
Tenant further agrees that such signs, awning, canopy, decoration, lettering,
advertising matter or other thing as may be approved, shall be maintained in good
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condition and repair at all times and shall conform to the criteria established from time
to time by Landlord for the Alamac.
SECTION 8.05 ACEPTANCE BY TENANT
(a) Tenant certifies that it accepts the Lease Premises in its "as is' condition. No
repairs, work, alterations, or remodelipg of the Leased Premises is required
to be done by Landlord as a condition of this Lease.
(b) Landlord has not made and does not make any representations or
warranties with respect to the condition of the Leased premises or their
fitness or suitability for any particular use and Landlord shall not be liable
for any latent or patent defect therein.
SECTION 8.06 DISPLAY WINDOW
Landlord shall have the right to object to the way in which tenant may decorate
its display window. Landlord agrees to be reasonable in its exercise of its right to
object. In the event Landlord objects, Tenant shall forthwith cause the window display
to be changed.
ARTICLE IX
MAINTENANCE OF LEASED PREMISES
SECTION 9.01 MAINTENANCE BY TENANT
(a) Tenant shall at all times keep the Leased Premises (including maintenance
and repair of exterior entrances, all glass and show window moldings) and
all partitions, doors, fixtures, equipment and appurtenances thereof
(including lighting, heating and plumbing fixtures, and any air conditioning
system) in good order, condition and repair (including reasonably periodic
painting as determined by Landlord), damage by unavoidable casualty
excepted, except for structural portions of the premises, which shall be
maintained by Landlord, but if Landlord is required to make repairs to the
structural portions by reason of Tenant's negligent acts or omission to act,
Landlord may add the cost of such repairs to the rent which shall thereafter
become due. Tenant shall arrange for pest control on a regular basis at
Tenant's expense.
(b) Tenant will not install equipment which exceeds the rapacity of the utility
lines leading into the Leased Premises or the building of which the Leased
Premises constitutes a portion.
(c) Tenant, its employees or agents, shall not mark, paint, drill or in any way
deface any wall, ceilings, partitions, floors, roof, wood, stone or ironwork
without the Landlord's prior written consent.
(d) Tenant shall comply with the requirements of all laws, orders, ordinances
and regulations of all governmental authorities and will not permit any
waste of property to be committed and will take good care of and keep in a
neat, clean and sanitary condition the Leased Premises at all times.
(e) Tenant shall give Landlord prompt written notice of any accident, fire or
damage occurring on or to the Leased Premises
(1) Neither Landlord nor Landlord's agents or servants shall he liable for any
damages caused by or resulting from any breakage, leakage or defective
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condition of the electric wiring, air conditioning, or heating pipes and
equipment, closets, plumbing, appliances, sprinklers, other equipment, or
other facilities, serving the Leased Itemises. Neither Landlord nor
Landlord's agents or servants shall be liable for any damage caused by, or
growing out of any defect in the Alamac or any part thereof, or in said
building or any part thereof, or said Leased Premises or any part thereof, by
fire, rain or other cause.
(g) All property belonging to Tenant or any occupant of the Leased Premises or
the Alamac shall be there at the risk of Tenant or such other person only,
and Landlord shall not be liable for any damage thereto or theft or
misappropriation thereof.
SECTION 9.02 MAINTENANCE BY LANDLORD
If tenant refuses or neglects to repair property as required hereunder and to the
reasonable satisfaction of landlord as soon as reasonably possible after written
demand, Landlord may make such repairs without liability to Tenant for any loss or
damage that may accrue to Tenant's merchandise, fixtures or other property or to
Tenant's business by reason thereof, and upon completion thereof Tenant shall
promptly pay Landlord's costs for making such repairs plus ten (10%) percent for
overhead, upon presentation of bill therefore, as additional rent.
SECTION 9.03 SURRENDER OF PREMISES
At the expiration of the tenancyhereby created, Tenant shall surrender the
Leased Premises in the same condition as the Leased Premises were in upon delivery of
possession thereto under this Lease, reasonable wear and tear excepted, and damage
by unavoidable casualty excepted, and shall surrender all keys for the Leased Premises
to Landlord at the place then fixed for the payment of rent and shall inform landlord of
all combinations on locks, safes and vaults, if any, in the Leased Premises. Tenant
shall remove all of its trade fixtures, and any alterations or improvements as provided
in Section 8.02 hereof, before surrendering the premises as aforesaid and shall repair
any damage to the Leased Premises caused thereby. Tenant's obligation to observe or
perform this covenant shall survive the expiration or other termination of the term of
this Lease
SECTION 9.04 RULES AND REGULATIONS
The rules and regulations defined in Section 24.01 of this Lease are hereby
made a part of this Lease, and Tenant agrees to comply with and observe the same.
Tenant's failure to keep and observe said rules and regulations shall constitute a
breach of the terms of this Lease in the same manner as if they were contained herein
as covenants. Landlord reserves the right from time to time to amend or supplement
said rules and regulations and to adopt and promulgate additional rules and
regulations applicable to Leased Premises and the Alamac. Notice of such additional
rules and regulations, and amendments and supplements, if any, shall be given to
Tenant, and Tenant agrees thereupon to comply with and observe all such rules and
regulations, and amendments thereto and supplements, if any and to comply with and
observe all such rules and regulations, and amendments thereto and supplements
thereof, provided the same shall apply uniformly to all Tenant's of the Alamac.
ARTICLE X
INSURANCE AND INDEMNITY
SECTION 10.01 LIABILITY INSURANCE
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Tenant shall, during the entire term hereof, keep in full force and effect a policy
of bodily injury, public liability and property damage insurance with respect to the
Leased Premises, and the business operated by Tenant and any subtenants of Tenant
in the Leased Remises in an amount not less than $1,000,000; and worker's
compensation insurance in the maximum amount permitted under Florida law. The
policy shall name Landlord, any person, firms or corporations designated by Landlord,
and Tenant as insured, and shall contain a clause that the insurer will not cancel or
change the insurance without first giving the Landlord thirty (30) days' prior written
notice. The insurance shall be in an insurance company with a general policy holder's
rating of not less than AX, in the most current "Best's" Insurance Reports, and qualified
to do business in Florida, and a copy of the policy or a certificate of insurance shall be
delivered to Landlord prior to the commencement of the term of this Lease. In no event
shall the limits of liability of said insurance policies be considered a limiting of the
liability of Tenant under this lease.
SECTION 10.02 INCREASE IN FIRE INSURANCE PREMIUM
Tenant agrees that it will not keep, use, sell or offer for sale in or upon the
Leased Premises any article, which may be prohibited by the standard form of fire and
extended coverage insurance policy. Tenant agrees to pay any increase in premiums for
fire and extended coverage insurance that may be charged during the term of this Lease
on the amount of such insurance which may be carried by Landlord on said premises
or the building of which they are a part, resulting from the type of merchandise sold by
Tenant in the Leased Remises, whether or not Landlord has consented to the same. In
determining whether increased premiums are the result of Tenant's use of the Leased
Remises, a schedule issued by the organization making the insurance rate on the
Leased Remises, showing the various components of such rate, shall be conclusive
evidence of the several items and charges which make up the fire insurance rate on the
Leased Remises.
In the event Tenant's occupancy causes any increases of premium for the fire,
boiler and/or casualty rates on the Leased Premises or any part thereof above the rate
for the least hazardous type of occupancy legally permitted in the Leased Remises, the
Tenant shall pay the additional premium on the fire, boiler and/or casualty insurance
policies by reason thereof. The tenant also shall pay in such event, any additional
premium on the rent insurance policy that may be carried by the Landlord for its
protection against rent loss through fire. Bills for such additional premium shall be
rendered by Landlord to Tenant at such times as Landlord may elect, and shall be due
from, and payable by Tenant when rendered, and the amount thereof shall be deemed
to be, and be paid as additional rent.
SECTION 10.03 INDEMNIFICATION OF LANDLORD
Tenant will indemnify landlord and save it harmless from and against any and
all claims, actions, damages, liability and expense in connection with loss of life,
personal injury and/or damage to property arising from or out of any occurrence in,
upon or on the Leased Premises, or the occupancy or use by Tenant of the Leased
Remises or any part thereof, if occasioned wholly or in part by any act of omission of
Tenant, its agents, contractors, employees, servants, lessees or concessionaires. In
case Landlord shall, without fault on its part, be made a party to any litigation
commenced by or against Tenant, then Tenant shall protect and hold Landlord
harmless and shall pay all costs, expenses, and reasonable attorneys' fees that may be
incurred or paid by Landlord in enforcing the covenants and agreements in this Lease.
SECTION 10.04 PLATE GLASS
Docusign Envelops ID: D88AC450.7C874E37-A3FE-823C4EEF2382
Tenant shall replace at the expense of the Tenant, any and all plate and other
glass damaged or broken from any cause whatsoever in and about the Leased Premises.
Tenant must insure, and keep insured, at Tenant's expense all plate and other glass in
the Leased Premises for and in the name of Landlord in amounts satisfactory to
Landlord. Tenant must provide satisfactory evidence of such insurance by providing an
insurance certificate indicating such coverage or a copy of such policy insuring the
plate glass or other glass as exists in the Leased Premises. It is understood and agreed
that should tenant fail or refuse to insure such plate glass, Landlord may insure such
at Tenant's expense.
SECTION 10.05 PROPERTY INSURANCE
Tenant shall at all times during the term hereof, at its cost and expense,
maintain in effect property insurance, including theft and flood coverage, providing
protection against any peril included within the standard classification of `Fire and
Extended Coverage,' together with insurance against sprinkler damage, vandalism and
malicious mischief, written at replacement cost value and with replacement cost
endorsement, covering all of Tenant's personal property in Leased Premises (including,
without limitation, inventory, trade fixtures, floor coverings, furniture and equipment
located on the Leased Premises) and all leasehold improvements installed in the Leased
Premises by or on behalf of Tenant. The proceeds of such insurance, so long as this
Lease remains in effect, shall be used to repair or replace the fixtures, equipment or
contents so insured.
SECTION 10.06 REEVALUATION OF COVERAGE
Landlord may from time to time (but not more frequently than once in any twelve (12)
month period) reasonably review and modify the insurance requirements contained in
this Article X including, but not limited to, the right to require that the amounts of
insurance be increased to adequately protect Landlord's interests.
SECTION 10.07 WAIVER OF SUBROGATION
Landlord and Tenant waive, unless said waiver should invalidate any insurance,
their right to recover damages against each other for any reason whatsoever to the
extent the damaged party recovers indemnity from its insurance carrier. Any insurance
policy procured by the Tenant or Landlord which does name the other as named
insured shall, if obtainable, contain an express waiver of any right of subrogation by the
insurance company, including but not limited to, Tenant's workman's compensation
carrier, against Landlord or Tenant, which ever the case may be.
All public liability and property damage policies shall contain an endorsement that
Landlord; although named, as an insured shall nevertheless be entitled to recover for
damages caused by the negligence of Tenant.
ARTICLE XI
UTILITIES
SECTION 11.01 UTILITIES CHARGES
Tenant shall be solely responsible for and promptly pay all charges and any and
all deposits required to be paid for heat, electricity, water/sewer or any other utility
used or consumed in the Leased Premises. In no event shall Landlord be liable for an
interruption or failure in the supply of any such utilities to the Leased Premises. If
any such charges are not paid when due, Landlord may at its option, pay the same and
any amount paid by Landlord shall thereupon become due to Landlord from Tenant as
additional rent. Should Landlord elect to supply the water, gas, electricity or other
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utility used or consumed in the Leased Premises, Tenant agrees to purchase and pay
for the same as Additional Rent at the applicable rates filed by the Landlord with the
proper regulatory authority. Tenant shall also be required in taking possession of the
Leased Premises to pay the Landlord any and all water connection charges for the
Leased Premises if the Landlord has been required by the governing municipality pay
these charges prior to the Tenant taking possession of the Leased Premises.
ARTICLE XII
OFFSET, STATEMEMT, ATTORNMEMT AND SUBORDINATION
SECTIN 12.01 OFFSET STATEMENT
Within ten days after request therefore by Landlord, or in the event that upon
any sale, assignment or hypothecation of the Leased Premises and/or the land
thereunder by landlord an estoppel letter statement shall be required from Tenant,
Tenant agrees to deliver in recordable form a certificate to any proposed mortgagee or
purchaser, or to Landlord, certifying (if such be the case) that this Lease is in full force
and effect and that there are no defenses or offsets thereto, or stating those claimed by
Tenant.
SECTION 12.02 ATTORNMENT
Tenant shall, in the event any proceedings are brought for the foreclosure of, or
in the event of exercise of the power of sale under any mortgage made by the landlord
covering the Leased Premises or in the event deed is given in lieu of foreclosure of any
mortgage, attom to the purchaser or grantee in lieu of foreclosure upon any such
foreclosure as the Landlord under this Lease.
SECTION 12.03 SUBORDINATION
Tenant hereby subordinates its right hereunder to the lien of any mortgage or
mortgages or the lien resulting from any other method of financing or refinancing, now
or hereafter enforced against the land and buildings of which the Leased Premises are a
part or upon any buildings hereafter placed upon the land of which the Leased
Premises are a part and to all advances made upon the land of which the Leased
Premises me a part and to all advances made or hereafter to be made upon the security
t hereof. This Section shall be self -operative and no further instrument of
subordination shall be required by any mortgagee. Notwithstanding the foregoing,
Tenant agrees upon request of Landlord, from time to time, to promptly execute any
and all documents evidencing such subordination.
:9sb4YP]CfDROT.,W N1U10NWdIe9VA41i
The Tenant upon request of any party in interest shall execute promptly such
instruments or certificates to carry out the intent of Section 12.02 and 12.03 above as
shall be requested by Landlord. If fifteen (15) days after the date of a written request by
Landlord to execute such instruments, the Tenant shall not have executed the same,
the Tenant hereby irrevocably appoints the Landlord attorney -in -fact for the Tenant
with full power and authority to execute and deliver in the name of the Tenant any such
instruments or certificates and Landlord may, at its option, cancel this Lease without
incurring any liability on account thereof, and the term hereby granted is expressly
limited accordingly.
SECTION 12.05 FINANCING AGREEMENTS
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Tenant shall not enter into execute or deliver any financing agreement that can
be considered a priority to any mortgage or deed of trust that Landlord may have placed
upon the Leased Premises.
ARTICLE HIII
ASSIGNMENT AND SUBLETTING
SECTION 13.01 CONSENT REQUIRED
The sale, assignment, transfer or subletting in whole or part of this Lease or the Leased
Premises is prohibited.
Tenant will not assign transfer or sell this Lease in whole or in part, nor sublet all or
any part of the leased Premises, without the prior written consent of Landlord in each
instance, which consent may be withheld by Landlord in Landlord's sole and absolute
discretion. Any concession or license granted for any part of the Leased Premises shall
be considered a sublease for purpose of this Article. The consent by Landlord to any
assignment or subletting shall not constitute a waiver of the necessity for such consent
to any subsequent assignment or subletting. This prohibition against assigning,
selling, transferring or subletting shall be construed to include a prohibition against
any transferring, sale or assignment and it is understood that landlord may refuse to
grant such consent to any sale, transferring, assignment or subletting by Tenant if the
Landlord is not satisfied with the financial responsibility, identity, or business
character, the nature of the occupancy or the legality of the proposed use of the
subtenant or assignee or transferee or if there is a need for alteration of the Leased
Premises by the subtenant or assignee or transferee. If this Lease becomes assigned, or
transferred or if the Leased Premises or any part thereof be underlet or occupied by
anybody other than Tenant, Landlord may collect rent from the assignee, under -tenant
or occupant, and apply the net amount collected to the rent herein reserved, but no
such assignment, underrating, occupancy or collection shall be deemed a waiver of this
covenant, or the acceptance of the assignee, under -tenant or occupant as tenant, or a
release of Tenant from the further performance by Tenant of covenants on the part of
Tenant herein contained. This prohibition against assignment, transferring, sale or
subletting shall be construed to include prohibition against any assignment or
subleasing by operation of law, legal process, receivership, bankruptcy or otherwise,
whether voluntary or involuntary, and a prohibition against any encumbrance of all or
any part of Tenant's leasehold interest.
Notwithstanding any transfer, sale, assignment or sublease Tenant shall remain fully
liable on this Lease and shall not be released from performing any of the terms,
covenants and conditions of this Lease and said transferee, sublessee or assignee if
consented to by Landlord, shall stringently comply with all terms, covenants and
conditions and provisions of this Lease. In the event Tenant transfers, sells or assigns
this Lease, or sublets all or any portion of the Leased Premises, and the rent and other
amounts payable by the transferee, assignee or sublessee exceed the rent and other
amounts payable by the Tenant under this Lease, then the excess shall be paid to
Landlord monthly in arrears, on or before the first (1•1) day of each calendar month, as
additional rent, after first deducting therefrom reasonable and customary leasing
commissions and reletting costs actually paid to third parties.
If Landlord consents to any transfer, sale, assignment or subletting, Tenant shall pay to
Landlord:
(a) the sum of Two -Thousand Dollars ($2000) to cover Landlord's administrative costs,
overhead and counsel fees in connection with such transfer, sale, assignment or
subletting; and
(b) any additional costs and expenses incurred hereunder in addition to any sum
negotiated between the parties.
14
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SECTION 13.02 TRANSFER OF ENTITY
If Tenant is a partnership, a withdrawal or change, voluntary of involuntary, or by
operation of law, of any partner or partners owning 51% of the partnership, or the
dissolution of the partnership, shall be deemed an assignment. If Tenant is a
corporation, any dissolution, merger, consolidation, or other reorganization of Tenant,
or the sale or other transfer of a controlling percentage of the capital stock of Tenant or
the sale of 51% or more of the value of the assets of Tenant, shall be deemed an
assignment. Should any change of ownership, whether by sale, assignment, bequest,
inheritance, operation of law or otherwise take place without the prior written consent
of Landlord's sole and absolute discretion, then Landlord shall have the option to
terminate this Lease upon giving Tenant thirty (30) days prior written notice of such
termination.
ARTICLE XIV
WASTE, GOVERNMENTAL REGULATIONS
SECTION 14.01 WASTE OR NUISANCE
Tenant shall not commit or suffer to be committed any waste upon the Leased Premises
or any nuisance or other act or thing which may disturb the quiet enjoyment of any
other tenant in the building in which the Leased premises may be located, or in the
Alamac or which may disturb the quiet enjoyment of any person within five hundred
feet of the Alamac.
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Tenant shall, at Tenant's sole cost and expense, comply with all of the requirements of
all county, municipal, state, federal and other applicable governmental authorities, now
in force, or which may hereafter be in force, pertaining to the Tenant or its use of the
Leased Premises and all municipal and county ordinances and state and federal
statutes now in force or which may hereafter be in force. Tenant shall indemnify,
defend and save Landlord harmless from penalties, fines, costs, expenses or damages
resulting from Tenant's failure to perform its obligation in this Section.
ARTICLE XV
NAME
SECTION 15.01 CHANGE OF NAME
Tenant agrees not to change the advertised name or trade name of the business
operated in the Leased Remises without the written permission of Landlord, which
permission shall not be unreasonably withheld.
ARTICLE XVI
DESTRUCTION OF LEASED PREMISES
SECTION 16.01 TOTAL OR PARTIAL DESTRUCTION
If the Leased Remises shall be damaged by fire, the elements, unavoidable accident or
other casualty without fault of Tenant but are not thereby rendered untenantable in
whole or in part, Landlord shall at its own expense cause such damage to be repaired,
and the rent shall not be abated. If by reason of such occurrence, the Leased Remises
shall be rendered untenantable only in part, Landlord shall at its own expense cause
B
D..ign Envelope I0:[>89AC4 7Ca74E7-MFE-a23 EEF2392
the damage except to Tenant's equipment and trade fixtures to be repaired, and the
fixed minimum rent meanwhile shall be abated proportionately as to the portion of the
Leased Premises render untenantable. If the Leased Premises shall be rendered wholly
untenantable by reason of such occurrence the Landlord shall at its own expense cause
such damage to be repaired, and the fixed minimum rent shall abate until the Leased
Premises have been restored and rendered tenantable, or Landlord may at its election,
terminate this (rase and the tenancy hereby created by giving to Tenant within 120
days following the date of said occurrence, written notice of Landlord's election so to do
and in event of such termination rent shall be adjusted as of such date. Nothing in this
Section shall be construed to permit the abatement in whole or part of the charges for
increases in the cost of insurance and real estate taxes attributable to any period
during which the Leased Premises shall be in a untenantable condition, nor shall there
be any abatement in these items nor the fixed minimum rent if such damage is caused
by the fault of Tenant.
SECTION 16.02 PARTIAL DESTRUCTION OF CENTER
In the event that fifty (509/6) percent or more of the rentable area of the Alamac shall be
damaged or destroyed by fire or other cause, notwithstanding that the Leased Premises
may be unaffected by such fire or other cause, Landlord may terminate this Lease and
the tenancy hereby created by giving to Tenant five (5(days prior written notice of
Landlord's election so to do which notice shall be given, if at all, within the sixty (60)
days following the date of said occurrence. Rent shall be adjusted as of the date of such
termination.
64sISlYLi1�IW414Bl7:\S1:[_
If the Leased Premises are destroyed or damaged during the last eighteen (1 S) months
of the term of this (rase and the estimated cost of repair exceeds ten percent (10%)
of the fixed minimum rent then remaining to be paid by Tenant for the balance of the
term, Landlord may at its option cancel and terminate this Lease as of the date of
occurrence of such damage by giving written notice to Tenant of its election to do so
within (30) days written notice after the date of occurrence of such damage. If Landlord
shall not so elect to terminate this base, the repair of such damage shall be governed
by Section 16.01.
SECTION 16.04 RECONSTRUCTION OF IMPROVEMENTS
In the event of any reconstruction of the Leased Premises under this Section, said
reconstruction shall be in substantial conformity with the improvement as they existed
before the casualty or in accordance with other plans approved by Landlord. Tenant, at
its sole cost and expense, shall be responsible for the repair and restoration of all
interior improvements, including windows and the replacement of its stock in trade
fixtures, furniture, furnishings, and equipment. Tenant shall commence the
installation of fixtures, equipment, and merchandise hereof promptly upon delivery to it
of possession of the Leased Remises and shall diligently prosecute such installation to
completion.
SECTION 16.05 TERMINATION
Upon any termination of this Lease under any of the provisions of this Article, the
parties shall be released thereby without further obligations to the other party
coincident with the surrender of possession of the Leased Remises to the Landlord
except for items which have theretofore accrued and are then unpaid.
ARTICLE XVII
EMINENT DOMAIN
16
Docusign Envelope ID: D88AC450-]C814E3/-A3FEE23C4EEF23K
SECTION 17.01 TOTAL CONDEMNATION OF LEASED PREMISES
If the whole of the Leased Premises shall be acquired or condemned by eminent domain
for any public or quasi -public use or purpose then the term of this Lease shall cease
and terminate as of the date of title vesting in such proceeding and all rentals and other
charges shall be paid up to that date and Tenant shall have no claim against Landlord
nor the condemning authority for the value of any unexpired term of this Lease.
SECTION 17.02 PARTIAL CONDEMNATION
If any part of the Leased Premises shall be acquired or condemned as aforesaid, and in
the event that such partial taking or condemnation shall render the Leased Premises
unsuitable for the business of the Tenant, then the term of this Lease shall cease and
terminate as of the date of title vesting in such proceeding. Tenant shall have no claim
against Landlord nor the condemning authority for the value of any unexpired term of
this Lease.
In the event of a partial taking or condemnation which is not extensive enough to
render the Leased Premises unsuitable for the business of the Tenant, then Landlord
shall promptly restore the Leased Premises to a condition comparable to its condition at
the time of such condemnation less the portion lost in the taking, and this Lease shall
continue in full force and effect without any reduction or abatement of rent or any
additional rent.
SECTION 17.03 LANDLORD'S DAMAGES
In the event of any condemnation or taking as aforesaid whether whole or partial, the
Tenant shall not be entitled to any part of the award paid for such condemnation and
Landlord is to receive the full amount of such award, the Tenant hereby expressly
waiving any right or claim to any part thereof.
SECTION 17.04 TENANT'S DAMAGES
Although all damages in the event of any condemnation are to belong to the Landlord
whether such damages are awarded as compensation for diminution in value of the
leasehold or to the fee of the Leased Remises, Tenant shall have the right to claim and
recover from the condemning authority, but not from Landlord, such compensation as
may be separately awarded or recoverable by Tenant in Tenant's own right on account
of any and all damage to Tenant's business by reason of the condemnation and for or
on account of any cost or loss to which Tenant might be put in removing Tenant's
merchandise, furniture, fixtures, leasehold improvements and equipment.
SECTION 17.05 CONDEMNATION OF LESS THAN A FEE
In the event of a condemnation of a leasehold interest in all or a portion of Leased
Premises without the condemnation of the fee simple title also, this lease shall not
terminate and such condemnation shall not excuse Tenant from full performance of all
its covenants hereunder, but Tenant in such event shall be entitled to present or
pursue against the condemning authority its claim for and to receive all compensation
or damages sustained by it by reason of such condemnation. landlord's right to
recover compensation or damages shall be limited to compensation for and damages if
any, to its reversionary interest; it being understood, however, that during such time as
Tenant shall be out of possession of the Leased Remises by reason of such
condemnation, the Lease shall not be subject to forfeiture for failure to observe and
perform those covenants not calling for the payment of money. In the event the
condemning authority shall fail to keep the leased Remises in the state of repair
Docusgn Envelope ID: D89AC>t 9 7C874E31-A3FE-823C4EEF2392
required hereunder, or to perform any other covenant not calling for the payment of
money, Tenant shall have ninety (90) days after the restoration of possession to it
within which to carry out its obligations under such covenant or covenants. During
such time as Tenant shall be out of possession of the Leased Premises by reason of
such leasehold condemnation, Tenant shall pay to Landlord, in lieu of the minimum
fixed rent provided for hereunder, and in addition to any other payments required of
Tenant hereunder, an annual rent equal to the fixed minimum rent as it existed at the
time the condemning authority shall take possession. At any time after such
condemnation proceedings are commenced, landlord shall have the right, at its option,
to require Tenant to assign to Landlord all compensation and damages payable by the
condemnor to Tenant, to be held without liability for interest thereon as security for the
full performance of Tenant's covenants hereunder, such compensation and damages
received pursuant to said assignment to be applied first to the payment of rents and all
other sums from time to time payable by Tenant pursuant to the terms of this Lease as
such sums fall due, and the remainder, if any, to be payable to Tenant at the end of the
term hereof or on restoration of possession to Tenant, whichever shall first occur,
it being understood and agreed that such assignment shall not relieve Tenant of any of
its obligations under this Lease with respect to such rents, and other sums except as
the same shall be actually received by Landlord.
ARTICLE XVIII
DEFAULT OF TENANT
SECTION 18.01 EVENTS OF DEFAULT
In the event of any failure of Tenant to pay any rental or other payment due hereunder
within five (5) days after the same shall be due, or any failure to perform any other of
the terms, conditions or covenants of this Lease to be observed or performed by Tenant
for more than thirty (30) days after written notice of such default shall have been given
to Tenant, or if Tenant or an agent of Tenant shall falsify any report required to be
furnished to Landlord pursuant to the terms of this Lease, or if Tenant or any
guarantor of this Lease shall become bankrupt or insolvent, or file any debtor
proceedings or take or have taken against Tenant or any guarantor of this Lease in any
court pursuant to any statute either of the United States or of any State a petition in
bankruptcy or insolvency or for reorganization or for the appointment of a receiver or
trustee of all or a portion of Tenant's or any such guarantor's property, or if Tenant or
any such guarantor makes an assignment for the benefit of creditors, or petition for or
enters into an arrangement, or if Tenant shall abandon the Leased Premises, or suffer
this Lease to be taken under any writ of execution or in the event Tenant removes,
attempts to remove, or commits to be removed from the Leased Premises except in the
usual course of trade, the goods, furniture, effect or other property of the Tenant
brought thereon, or Tenant uses the Leased Premises for purposes other than the
purposes for which the same are hereby leased, or ceases to use the Leased Premises
for the purposes herein expressed, or in the event any execution or other legal process
is levied upon the goods, furniture, effects or other property of Tenant brought on the
Leased Premises and the same is not satisfied or dismissed within the (10) days from
such levy, the Landlord besides other rights or remedies it may have, shall have the
immediate right of re-entry and may remove as the agent and for the account of Tenant
upon such terms and conditions as Landlord shall deem advisable all persons and
property from the Leased Premises, and such property may be removed and stored in a
public warehouse or elsewhere at the cost of, and for the account of Tenant, all without
service of notice or resort to legal process and without being deemed guilty of trespass,
or becoming liable for any loss or damage which may be occasioned thereby.
SECTION 18.02 REMEDIES OF LANDLORD
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Should Landlord elect to re-enter, as herein provided, or should it take possession
pursuant to legal proceeding or pursuant to any notice provided for by law, it may
either terminate this Lease or it may from time to time without terminating this Lease,
make such alterations and repairs as may be necessary in order to relet the Leased
Premises, and relet said premises or any part thereof for such term or terms (which
may be for a term extending beyond the term of this Lease) and for such rent or rental
and upon such other terms and conditions as Landlord in its sole discretion may deem
advisable; upon each such reletting all rentals received by the Landlord from such
reletting shall be applied, first, to the payment of any indebtedness other than rent due
hereunder from Tenant to Landlord; second, to the payment other than rent due
hereunder from Tenant to Landlord; third, to the payment of any costs and expenses of
such reletting, including brokerage fees and attorney's fees and of costs of such
alterations and repairs; fourth, to the payment of rent and other sums due and unpaid
hereunder, and the residue, if any, shall be held by Landlord and applied in payment of
future rent. Tenant shall pay any such deficiency to Landlord. Such deficiency shall be
calculated and paid monthly. No such re-entry or taking possession of the Leased
Premises by Landlord shall be construed as an election on its part to terminate this
Lease unless a written notice of such intention be given to Tenant or unless the
termination thereof be decreed by a court of competent jurisdiction. Notwithstanding
any such reletting without termination, Landlord may at any time thereafter elect to
terminate this Lease for such previous breach. Should Landlord at any time terminate
this Lease for any breach, in addition to any other remedies it may have, it may recover
from Tenant all damages it may incur by reason of such breach, including the cost of
recovering the Leased Premises, reasonable attorney fees, and the amount of rent and
other charges equivalent to rent and other charges reserved in this Lease for the
remainder of the stated term all of which amounts shall be immediately due and
payable from Tenant to Landlord. Any rental which may be due Landlord whether by
acceleration or otherwise, as herein provided in this Article shall include the fixed
minimum rent and any other costs and expenses denominated as additional rentals in
this Lease.
Any and all rights, remedies and options given in this Lease to Landlord shall be
cumulative, addition to and without waiver of, or in derogation of, any right or remedy
given to it under any law now or hereafter in effect.
If the Landlord deems it necessary to retain an attorney for recovery of possession of the
Leased Premises, for the recovery of rent or any other amount due under the provisions
of this Lease, or because of the breach of any other covenant herein contained on the
part of Tenant to be kept or performed, and a breach shall be established, whether or
not it was necessary to file suit, the prevailing party shall be entitled to recover all
expenses incurred therefore, including a reasonable attorney's fee and court costs, if
any.
THE PARTIES HERETO SHALL AND THEY HEREBY DO WAVE TRW. BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES
HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF
OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD
AND TENANT, TENANT'S USE OR OCCUPANCY OF THE LEASED PREMISES, AND/OR
ANY CLAIM OF INJURY OR DAMAGE. IN THE EVENT LANDLORD COMMENCES ANY
PROCEEDING FOR NON-PAYMENT OF RENT, MINIMUM RENT, OR ADDITIONAL
RENT, TENANT WILL NOT INTERPOSE ANY COUNTERCLAIM OF WHATEVER NATURE
OR DESCRIPTION IN ANY SUCH PROCEEDINGS. THIS SHALL NOT, HOWEVER BE
CONSTRUED AS A WAIVER OF THE TENANTS RIGHT TO ASSERT SUCH CLAIMS IN
ANY SEPARATE ACTION OR ACTIONS BROUGHT BY THE TENANT.
Docusgn Envelope ID: D881G45 TC874E37-MFEA23 EEF23W
SECTION 18.05 WAIVER OF RIGHTS OF REDEMPTION
Tenant hereby expressly waives any and all rights of redemption granted by or under
any present or future laws in the event of Tenant being evicted or dispossessed for any
cause, or in the event of Landlord obtaining possession of the Leased Premises, by
reason of the violation by Tenant of any of the covenants or conditions of this Lease, or
otherwise.
ARTICLE XIX
ACCESS BY LANDLORD
SECTION 19.01 RIGHT OF ENTRY
Landlord or Landlord agents shall have the right to enter the Leased Premises at all
times to examine the same, and to show them to prospective purchasers or lessees of
the building, and to make such repairs, alterations, improvements or additions as
Landlord may deem necessary or desirable, and landlord shall be allowed to take all
material into and upon said premises that may be required therefore without the same
constituting an eviction of Tenant in whole or in part and the rent reserved shall in no
way abate while said repairs, alterations, improvements, or additions are being made,
by reason of loss or interruption of business of Tenant, or otherwise. During the six
months prior to expiration of the term of this Lease or any renewal term, Landlord may
exhibit the Leased Premises to prospective tenants or purchasers, and place upon the
Leased Premises the usual notices "To Let" or "For Sale" which notices Tenant shall
permit to remain thereon without molestation. If Tenant shall not be personally present
to open and permit entry into the Leased Premises, at any time, when for reason an
entry therein shall be necessary or permissible, Landlord or Landlord's agents may
enter the same by a master key, or may forcibly enter the same, without rendering
Landlord or such agents liable therefore, and without in any manner affecting the
obligations and covenants of this Lease. Nothing herein contained, however, shall be
deemed or construed to impose upon Landlord any obligation, responsibility or liability
whatsoever, for the care, maintenance or repair of the building or any part thereof,
except as otherwise herein specifically provided.
SECTION 19.02 EXCAVATION
If any excavation shall be made upon land adjacent to the Leased Premises, or shall be
authorized to be made, Tenant shall afford to the person causing or authorized to cause
such excavation, license to enter upon the Leased Premises for the purpose of doing
such work as landlord shall deem necessary to preserve the wall or the building of
which the Leased Premises form a part from injury or damage and to support the same
by proper foundations, without any claim for damages or indemnification against
Landlord or diminution or abatement of rent. Such work done by Landlord shall not
unreasonably interfere with Tenant's ordinary business or restrict access by Tenant's
customers.
ARTICLE XX
TENANTS PROPERTY
SECTION 20.01 TAXES ON LEASEHOLD
Tenant shall be responsible for and shall pay before delinquency all municipal, county
or state taxes assessed during the term of this Lease against any leasehold interest or
personal property of any kind, owned by or placed in, upon or about the Leased
Premises by the Tenant. Tenant shall also be responsible for any sales or use taxes
20
Docusign Envelope ID: D68AC650-MV8 EW-MFE-823COEEF2392
arising out of this Lease and shall pay same to Landlord with each payment of rent or
additional rent due hereunder.
SECTION 20.02 LOSS AND DAMAGE
Landlord shall not be liable for any damage to property of Tenant or of others located on
the Leased Remises, nor for the loss of or damage to any property of Tenant or of
others by theft or otherwise. Landlord shall not be liable for any injury or damage to
persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity,
water, rain or snow or leaks from any part of the Leased Remises or from the pipes,
appliances of plumbing works or from the roof, street or sub -surface or from any other
place or by dampness or by any cause of whatsoever nature. Landlord shall not be
liable for any damage caused by other tenants or persons in the leased Remises,
occupants of adjacent property, of the Center, or the public, or caused by operations in
construction of any private, public or quasi -public work. Landlord shall not be liable
for any latent defect in the Leased Remises or in the building of which they form a part.
All property of Tenant kept or stored on the Leased Remises shall be so kept or stored
at the risk of Tenant only and Tenant shall hold landlord harmless from any claims
arising out of damage of the same, including subrogation claims by Tenant's insurance
carrier, unless such damage shall be caused by the willful act or gross neglect of
Landlord.
SECTION 20.03 NOTICE BY TENANT
Tenant shall give immediate notice to Landlord in case of fire or accidents in the Leased
Remises or in the building of which the Leased Premises are a part of defects therein or
in any fixtures or equipment.
ARTICLE XXI
HOLDING OVER SUCCESSORS
SECTION 21.01 HOLDING OVER
If the Tenant shall occupy the Leased Remises with the consent of the Landlord after
the expiration of this Lease, and rent is accepted from said Tenant, such occupancy
and payment shall be construed as extension of this Lease for the term of one month
only from the date of such expiration, and occupation and payment thereafter shall
operate to extend the term of this Lease for but one month at a time unless other terms
of such extension are endorsed hereon in writing and signed by the parties hereto. In
such event if either the Landlord or Tenant desired to terminate said occupancy at the
end any month after the termination of this Alamac, the party so desiring to terminate
the same shall give the other party at least thirty j30) days written notice to that effect.
Failure on part of the Tenant to give such notice shall obligate it to pay rent for an
additional calendar month following the month in which the Tenant has vacated the
Leased Remises. If such occupancy continues without the consent of the landlord,
Tenant shall pay to the Landlord, as liquidated damages, double the amount of rent at
the highest rate specified in this Lease for the time Tenant retains possession of the
Leased Remises or any part thereof after termination of the term by lapse of time or
otherwise and such damages, if any, incurred by Landlord to the successor tenant by
reason of Landlord's inability to deliver possession, including attorney's fees and court
costs incurred by Landlord.
SECTION 21.02 SUCCESSORS
All rights and liabilities herein given to, or imposed upon, the respective parties hereto
shall extend to and bind the several respective heirs, executors, administrators,
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successors, and assigns of the said parties; and if there shall be more than one tenant,
they shall all be bound jointly and severally by the terms, covenants and agreements
herein. No rights however shall inure to the benefit of any assignee of tenant unless the
assignment to such assignee has been approved by Landlord in writing as provided in
Section 13.01 hereof. Nothing contained in this Lease shall in any manner restrict
Landlord's right to assign on encumber this Lease and in the event Landlord sells its
interest in the Alamac and the purchaser assumes Landlord's obligations and
covenants, Landlord shall thereupon be relieved of all further obligations hereunder.
ARTICLE XXII
QUIET ENJOYMENT
SECTION 22.01 LANDLORD'S COVENANT
Upon payment by the Tenant of the rents herein provided, and upon the observance
and performance of all the covenants, terms and conditions on Tenant's part to be
observed and performed, Tenant shall peaceably and quietly hold and enjoy the Leased
Premises for the term hereby demised without hindrance or interruption by Landlord or
any other person or persons lawfully or equitably claiming by, through or under the
Landlord, subject, nevertheless, to the terms and conditions of this Lease.
ARTICLE XXIII
MISCELLANEOUS
SECTION 23.01 WAIVER
The waiver by Landlord of any breach of any term, covenant or condition herein
contained shall not be deemed to be a waiver of such term, covenant or condition or any
subsequent breach of the same or any other term, covenant or condition herein
contained. No covenant, term or conditions of this Lease shall be deemed to have been
waived by Landlord, unless such waiver be in writing by Landlord. The consent or
approval by Landlord to or of any act by Tenant requiring Landlord's consent or
approval shall not be deemed to waive or render unnecessary Landlord's consent to or
approval of any subsequent similar act. The receipt of rent after breach or condition
broken, or failure on the part of Landlord to enforce any right hereunder, shall not be
deemed a waiver of any preceding breach by Tenant of any term, condition or covenant
of this Lease, or a waiver of the right of Landlord to annul this Lease or to reenter said
Leased Premises or to relet same. The consent or approval by Landlord to or of any act
by tenant requiring landlord's consent or approval shall not be deemed to waive or
render unnecessary Landlord's consent to or approval of any subsequent similar act by
Tenant.
SECTION 23.02 ACCORD AND SATISFACTION
No payment by Tenant or receipt by Landlord of a lesser amount than the monthly rent
herein stipulated shall be deemed to be other than on account of the earliest stipulated
rent, nor shall any endorsement or statement on any check or any letter accompany
any check or payment as rent be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord's right to recover the
balance of such rent or pursue any other remedy in this Lease provided.
SECTION 23.03 ENTIRE AGREEMENT
This Lease and the exhibits, and Rider, if any, attached hereto and forming a part
hereof, set forth all the covenants, promises, agreements, conditions or understandings,
either oral or written, between Landlord and Tenant. Except as herein otherwise
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Docusl9n Envelope ID: D88AC450-7C874E37-A3FE-823C4EEF2392
provided, no subsequent alteration, amendment, change or addition to this Lease shall
be binding upon Landlord or Tenant unless reduced to writing and signed by them.
Tenant hereby acknowledges that (a) this Lease contains no restrictive covenants or
exclusives in favor of Tenant; (b) this Lease shall not be deemed or interpreted to
contain, by implication or otherwise, any warranty, representation or agreement on part
of Landlord that any other merchant shall open or remain open for business or occupy
or continue to occupy any premises in and adjoining the Alamac during the term of this
Lease or any part thereof and Tenant hereby expressly waives all claims with respect
thereto and thereof and acknowledges that Tenant is not relying on any such warranty,
representation or agreement by Landlord either as a matter of inducement in entering
into this Lease or as a condition of this Lease or as a covenant by Landlord, unless such
warranty, representation or agreement is expressly herein set forth. Except as herein
otherwise provided no subsequent alteration, change or addition to this Lease shall be
binding upon Landlord or Tenant unless reduced to writing and sued by them. This
Lease supersedes and revokes any and all previous negotiations, arrangements, letter of
intent, offers to lease, lease proposals or drafts, brochures, representations, information
conveyed, whether oral or written, between parties hereto or their respective
representatives or any other person reported to represent Landlord or Tenant. Tenant
acknowledges that it has not been induced to enter into this Lease by any
representations not set forth in this Lease. Tenant has not relied on any such
representations. No such representations shall be used in the interpretation or
construction of this Lease and Landlord shall have no liability for any consequences
arising as a result of any such representations.
SECTION 23.04 NO PARTNERSHIP
Landlord does not, in any way or for any purpose, become a partner of Tenant in the
conduct of its business, or otherwise or joint venture or a member of a joint enterprise
with Tenant. The provisions of this Lease relating to the percentage rent payable
hereunder are included solely for the purpose of providing a method whereby the rent is
to be measured and ascertained.
SECTION 23.05 FORCE MAJEURE
In the event that either party hereto shall be delayed or hindered in or prevented from
the performance of any act required hereunder by reason of strikes, lockouts, labor
troubles, inability to produce materials, failure of power, restrictive governmental laws
or regulations, riots, insurrection, hurricane, war or other reason of a like nature not
the fault of the party delayed in performing work or doing acts required under the terms
of this Lease, then performance of such act shall be excused for the period of the delay
and the period for the performance of such act shall be extended for a period
equivalent to the period of such delay. The provisions of this section 23.05 shall not
operate to excuse Tenant from prompt payment of rent, additional rent or any other
payments required by the term of this Lease.
:� a[y'1ifi7 �pZc3{17l tCs1 M Ui sb"
Any notice, demand, or request or other instrument which may be given under this
Lease shall be delivered in person or sent by United States certified mail postage
prepaid and shall be addressed: (a) if to Landlord at the address first herein above
given or at such other address as Landlord may designate by written notice, (b) To
Tenant at address of Leased premises. If this Lease is guaranteed by any party, then in
the case of default, any notice by Landlord to this effect shall be delivered in the above
manner to Guarantor, at the address contained herein.
SECTION 23.07 CAPTIONS AND SECTION NUMBERS
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The captions, section numbers, article numbers, and index appearing in this Lease are
inserted only as a matter of convenience and in no way define, limit, construe, or
describe the scope or intent of such sections or articles of this Lease nor in any way
affect this Lease.
SECTION 23.08 TENANT DEFINED, USE OF PRONOUN
The word'Tenme shall be deemed and taken to mean each and every person or party
mentioned as a Tenant herein, be the same one or more; and if there shall be more than
one Tenant, any notice required or permitted by the terms of this Lease may be given by
or to any one thereof, and shall have the same force and effect as if given by or to all
thereof. The use of the neuter singular pronoun to refer to Landlord or Tenant shall be
deemed a proper reference even though Landlord or Tenant shall be deemed a proper
reference even though Landlord or Tenant may be an individual, a partnership, a
corporation, or a group of two or more individuals or corporations. The necessary
grammatical changes required to make the provisions of this Lease apply in the plural
sense where there is more than one Landlord or Tenant and to either corporations,
associations, partnerships, or individuals, males or females, shall in all instances be
assumed as though in each case fully expressed.
SECTION 23.09 BROKERS COMMISSION
Tenant represents and warrants that no broker brought about this Lease for which
Landlord will be liable for commissions and that there are no claims for brokerage
commissions or finder's fee in connection with the execution of this Lease and Tenant
agrees to indemnify Landlord against, and hold it harmless from all liabilities arising
from any such claim, including costs of counsel fees.
SECTION 23. 10 PARTIAL INDIVIDUALITY
If any term, covenant or condition of this Lease or the application thereof to any person
or circumstance s hall, to any extent, be invalid or unenforceable, the remainder of this
Lease, or the application of such term, covenant or condition to persons or
circumstances other than those as to which it is held invalid or unenforceable, shall not
be affected thereby and each term, covenant or condition of this Lease shall be valid
and be enforced to the fullest extent permitted by law.
61016 i RN I PAW a s USX43 a Yfal u
The submission by landlord to tenant of this Lease shall be deemed solely for Tenant's
consideration and not for acceptance. Such submission shall have no binding form or
effect, shall not constitute an option for the leasing of the premises herein described,
confer no rights or impose any obligations upon either party. The execution and return
of this Lease by Tenant to Landlord shall be deemed Tenant's offer to lease the Leased
Premises. This Lease shall have no binding force and effect unless and until Tenant
and Landlord shall have executed this Lease and a duplicate executed original hereof
shall have been returned by Landlord to Tenant.
SECTION 23.12 RECORDING
Tenant shall not record this Lease or any memorandum or short form thereof without
the written consent and joiner of landlord. Landlord shall have the right to record this
Lease and, at the request of the Landlord, Tenant agrees to execute the necessary
acknowledgements required to record this Lease, in either short form or long form.
SECTION 23.13 OUTSIDE DISPLAYS
Tenant shall not display any merchandise, place vending machines or showcases, or
other obstructions, on the outside of the building of the Leased Premises, or in any
24
Docusl9n Envelope ID: D98AC450.7C874E37-MFE-MC4EEF2392
passageway adjoining the same, which shall extend beyond the store front of the Leased
Premises.
SECTION 23.14 EXCULPATION
Tenant agrees that it shall look solely to the estate and property of the Landlord in the
land and buildings comprising the Alatime of which the Leased Premises are a part, for
the collection of any judgment (or any other judicial process) requiring the payment of
money by Landlord in the event of non-performance of any conditions of this Lease to
be observed and/or performed by Landlord, and no other property or estates of the
Landlord shall be subject to levy, execution or other enforcement procedures for the
satisfaction of Tenant's remedies. Tenant agrees that its sole remedies in cases where
Landlord's reasonableness in exercising it's judgement or withholding its consent or
approval is applicable and in issue shall be only those in the nature of an action for an
injunction or specific performance, the right to monetary damages and other remedies
being specifically waived by Tenant.
SECTION 23.15 TIME OF ESSENCE
Time is of essence with respect to the performance of every provision of this Lease in
which time of performance is a factor.
SECTION 23.16 LENDER APPROVAL
If a future mortgagee or purchaser of the Alamac requires reasonable changes to the
provisions to this Lease other than those provisions designating the length of the term
and the rent payable under this Lease, Landlord shall have the right to cancel this
Lease if Tenant refuses to approve any such reasonable change in writing within fifteen
(15) days after Landlord's request therefore.
69Die] Y(0)M--9W1il*T91'J
This Lease shall be construed and interpreted according to the laws of the State of
Florida and venue with respect to any litigation shall be Miami -Dade County, Florida.
ARTICLE XXIV
RULES AND REGULATIONS
SECTION 24.01 RULES AND REGULATIONS
(a) TENANT AGREES AS FOLLOWS:
(1) All loading and unloading of goods shall be done only at such times,
in the areas, and through the entrances, designed for such purposes
by Landlord.
(2) The delivery or shipping of merchandise, supplies and fixtures to and
from the Leased Premises shall be subject to such rules and
regulations as in the judgement of Landlord are necessary for the
proper operation of the Leased Premises or Alamac.
(3) All garbage and refuse shall be kept in the kind of container specified
by Landlord, and shall be placed outside of the Leased Premises
prepared for collection in the manner and at the times and places
specified by Landlord. If Landlord shall provide or designate a service
for picking up refuse and garbage, Tenant shall use same at Tenant's
cost. Tenant shall pay the cost of removal of any of Tenant's refuse
or rubbish.
(4) No CD player, tape player, radio or television or similar device shall
be installed without first obtaining in each instance Landlord's
25
Docusgn Envelope ID: D88AC450.1Ca74E37-AVE-923C4EEF2392
consent in writing. No aerial shall be erected on the roof or exterior
walls of the Leased Premises, or on the grounds, without in each
instance, the written consent of Landlord. If Tenant fails to receive
such consent, the device shall be subject to removal without notice at
any time.
(5) No loud speakers, televisions, phonographs, CD player, tape player,
radios or other devices shall be used in manner so as to be heard or
seen outside of the Leased Premises without written consent of
Landlord.
(6) The outside areas immediately adjoining the Leased Premises shall be
kept clean and free from dirt and rubbish by Tenant to the
satisfaction of Landlord, and Tenant shall not place or permit any
obstructions or merchandise in such areas.
(7) The plumbing facilities shall not be used for any other purpose than
that for which they are constructed, and no foreign substance of any
kind shall be thrown therein, and the expense of any breakage,
stoppage, or damage resulting from a violation of this provision shall
be borne by Tenant, who shall, or whose employees, agents or
invitees shall have caused it.
(8) Tenant shall not burn any trash or garbage of any kind in or about
the Leased Premises.
(9) Tenant shall not use the common areas in the Alamac for business or
promotional purposes, nor shall Tenant place any merchandise, rack,
sign, or other items on the sidewalk or other area of the Center.
(10) Tenant shall, at Tenant's expense contract for the regular and
professional maintenance and repair of the air conditioning and heating
system by a licensed air conditioning/heating contractor.
(11) No odors or vapors will be permitted or caused to emanate from the
Leased Premises.
(12) Tenant shall install and maintain at a readily available location
within the Leased Premises a fire extinguisher of the type acceptable to
the local fire department authorities.
(13) Tenant will not use, permit, or suffer the use of any portion of the
Leased Premises as living, sleeping, or lodging quarters.
(14) No live animals will be kept on or within the Leased Premises except
for dogs used to assist a sight or hearing -impairing handicapped
individual.
' (15) All signs to be displayed within the Leased Premises are to be in a
neat, orderly, professional manner.
(16) Tenant shall not place any video, electronic or other game device
within the Leased Premises. Tenant shall not place any vending
machines within the Leased Premises.
(b) Tenant acknowledges that the above "Rules and Regulations' may be added
to, amended, modified, or otherwise changed from time to time during the
term of this Lease as the Landlord, at his sole discretion, deems appropriate.
ARTICLE XXV
HARZARDOUS MATERIALS
SECTION 25.01 PROHIBITIONS AND INDEMNIFICATION
Tenant shall not cause or permit any hazardous or toxic substance, material or waste
which is or becomes regulated by any local, state or federal government ("Hazardous
Material') to be brought, kept or used in, on or under the Alamac by tenant, its agents,
employees, contractors, or invitees. Tenant indemnifies landlord from and against any
breach of the above -stated obligation, and agrees to defend and hold Landlord harmless
26
Docusign Envelope ID: D&MDt 0 7C874E37-AVEA23C6EEF2392
from and against any breach of the above -stated obligation, and agrees to defend and
hold Landlord harmless from and against any and all claims, judgements, damages,
penalties, fines, costs, liabilities, or losses (including without limitation, diminution in
value of the Mamac, the loss or restriction on use of space or any amenity in the
Alamac, any adverse impact on marketing of space in the Alamac, and sums paid in
settlement of claims, attorney's fees consultant fees, and expert fees) which arise during
or after the Lease term as a result of such breach. This indemnification includes,
without limitation, costs incurred in connection with any investigation of site conditions
or any cleanup, remedial removal, or restoration work required by any governmental
agency or political subdivision because of Hazardous Material present in, on or under
the Center.
Without limiting the fore going, if the presence of any Hazardous Material caused or
permitted by Tenant results in any contamination of the Alamac, Tenant shall promptly
take all actions, at tenant's sole expense, as are necessary or advisable to return the
Center to the condition existing prior to the introduction of such Hazardous Materials to
the Center of Leased Premises; provided that Landlord's approval of such actions and
the contractors to be used by Tenant shall first be obtained, which approval will not be
unreasonably withheld.
SECTION 25.02 ASSIGNMENT
It shall not be unreasonable for Landlord to withhold its consent to any proposed
transfer, assignment, or subletting of the Leased Premises if (i) the proposed transferee's
anticipated use of the Leased Premises involves the generation, storage, use, treatment,
or disposal of Hazardous Material; (ii) the proposed transferee has been required by any
prior landlord, lender, or governmental authority to take remedial action in connection
with Hazardous Material contaminating a property if the contamination resulted from
such transferee's actions or use of the property in question; or (iii) the proposed
transferee is subject to an enforcement order issued by any governmental authority in
connection with the use, disposal or storage of Hazardous Material.
SECTION 25.03 INSPECTION
Landlord, its employees, representatives and agents shall have access to the Alamac
and the Leased Premises during reasonable hours and upon reasonable notice to
Tenant in order to conduct, at Landlord's expense, periodic environmental inspection
and test of Hazardous Material contamination of the Alamac and the Leased Premises
:i0140P]iVbXtEl;411TO QKeyX
Section 404.056, Florida Statutes requires that the following notification be given:
"RADON GAS": Radon is a natural occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may represent health risks to
persons exposed to it over time. Levels of radon that exceed federal and state guidelines
have been found in buildings in Florida. Additional information regarding radon and
radon testing may be obtained from you county public health unit."
IN WITNESS THEREOF the respective parties hereto have caused these presents to be
signed, sealed and delivered, or, in the event the respective parties hereto sign on behalf
of a corporation, have caused these presents to be signed, sealed and delivered in the
respective corporate names by the duly authorized officers and attested to by the
secretaries and the corporate seals be affixed hereto by order of the Board of Directors,
on the date first above written.
27
Gmail
New payment request from 1300 Collins Avenue LLC • invoice 202601566
Collins Avenue LLC <qu,ck000ksgnot flcation intuit com> Sat. Nov i. 2025 at 6 37 A
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INVOICE 202501565 DETAILS
1300 Collins Avenue LLC
DUE 1110112026
$3,250.00
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Dear PERFECTION TRAVEL CORP Bay B,
Ine appreciate your business. Please find your invoice details here. Feel free to
contact us if you have any questions.
Have a great dayl
1300 Collins Avenue LLC
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idsollfication number (TIN) which may be your social security number
(SSN), individual taxpayer identification number (ITIN). adoption
bxpayer identification number (ATIN), or employer identification number
(EIN). to report on an Information return the amount paid to you, or other
amount reportable on an information mkon. Examples of information
retums include, but are not funded to. the following.
• Form 1099-INT (interest eamed or paid)
Cat No. 10231X
• Form 1091 home. IMAWxp coo. from. a Robust
" ) y
• Form 1099-MISC (verlpa types of Income gmi awards. or gross 1
,mama) 1
• Farm 1099-B (stoic or Manuel lone sales and certamn other
transactions by brokers)
• Form 1099-5 (proceeds from real estate neasazilon)
• Form 1(1991( masucham card and brood party forage , 4amac0ars)
'• FgormI theme mortgage Interest), 1099-E(studems loan' interest),
O
• Form 1099-C (canceled debt)
• For 10 9 (accusation or abandonm aid of sewretl properly)
Use Fonn W-9 only t you are a US. person (Including a rendem.
alien), to provide your correct TIN.
IF you do not ratan Farm W-9 to the requester with a TIN, you might
be subject to backup withholding. See What is backup wthhobing,
later. ..r
Farm W-9 (Res.
M
Granado, Rafael
From: DocuSign - CMB <CMB@Docusign.miamibeachfl.gov>
Sent: Wednesday, March 11, 2026 3:19 PM
To: Granado, Rafael
Subject: Completed: For execution - Small Business Grant Agreement - Perfection Travel (14/20)
MIAMIBEACH
Veronica Hennig
VeroniGaHennig@miamibeachfl.gov
All parties have completed For execution - Small Business Grant Agreement -
Perfection Travel (14/20).
For execution - Small Business Grant Agreement - Resolution # 2024-33179
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