Lease Agreement
LEASE AGREEMENT
l-THIS LEASE AGREEMENT (the "Lease") made as of thellt-h day of
Av~v.st-, 1997 by and between the City of Miami Beach, a Florida
'~ipal corporation (the "Landlord"), and The Ballet Valet
Parking Company, Ltd., a Florida limited partnership (the
"Tenant") .
WHEREAS, Tenant owns the property legally described on Exhibit
"A" attached hereto and made a part hereof (the "Retail Space").
~
.l
iI-r:fEREAS, Landlord owns the property legally described on
Exhibit "B" attached hereto and made a part hereof (the "Garage").
WHEREAS, Landlord and Tenant have entered into an Acquisition,
Construction and Development Agreement dated June 6, 1994 (the
"Agreement"), for the construction and development of the Garage
and Retail Space contiguous thereto.
WHEREAS, pursuant to and in accordance with the terms of the
Agreement, Landlord and Tenant agreed to enter into this Lease for
the leasing of that portion of the Garage as more particularly
delineated on Exhibit "C" attached hereto and made a part hereof.
WIT N E SSE T H :
section 1. Premises. Subject to the terms and conditions of
this Lease, Landlord does hereby demise and lease to Tenant and
Tertant rents from Landlord the land and the improvements under the
--
ramp of the Garage (collectively, the "Premises"), as more
p~rticularly delineated on Exhibit "C" attached hereto and
incorporated herein by reference, subject to all of the
encumbrances, easements, conditions and restrictions of record
affecting the Premises. Tenant has examined and knows the
condition of the Premises and agrees to accept possession thereof
in its "As Is" condition.
Section 2. Term. The term of this Lease shall commence as of
August 1 , 1997 and end (unless sooner terminated) as of midnight on
July 31 , 2027. Tenant shall have the option to extend the
term of this Lease for two (2) consecutive thirty (30) year
periods, provided that, in each instance: (i) Tenant is not in
default hereunder, (ii) Tenant has timely exercised its right to
extend the term of that certain Parking Agreement, dated of even
date herewith, by and between Landlord and Tenant, and (iii) Tenant
notifies Landlord in writing of the exercise of its extension
option no later than 180 days prior to the expiration of the then
applicable term. If the term of this Lease is extended, all of the
terms and conditions of this Lease shall remain in full force and
effect, provided however, the rental shall continue to be adjusted
on an annual basis, in accordance with the provisions of Section 3
hereof.
Section 3.~. Tenant agrees to pay Landlord, without any
prior demand therefor and without any deduction or setoff
whatsoever, and as fixed rental (the "Base Rent"), the sum of One
Thousand Three Hundred sixty-Nine and 16/100 Dollars ($1,369.16)
(calculated at the . rate of $5.00 per square foot) as minimum
monthly base rent. Base Rent shall be payable monthly commencing
August 1, 1997 and monthly thereafter on the first day of each
calendar month through July 31, 2027. Thereafter, the Base Rent
shall be subject to annual adjustment based upon the Consumer price
Index for Wage Earners and Clerical Workers, Miami, Florida (1982-
1984=100) published by the Bureau of Labor statistics of the united
states Department of Labor ("CPI"). The "Base Number" shall be the
index for that month and year which is two (2) months prior to the
commencement date of this Lease (the "Base Month"). The "Current
Number" shall mean the latest index published for the Base Month of
each calendar year during the term of this Lease by the Bureau of
Labor statistics or other governmental agency then publishing the
CPI (or if the CPI is no longer published, a similar index for
Miami Beach, Florida most closely comparable to the CPI) after
making such adjustments as may be prescribed by the agency or
entity publishing the same, or as otherwise may be required, to
compensate for changes subsequent to the Base Number in the base,
items included or method of compilation thereof. If the Current
Number exceeds the Base Number, then the Base Rent shall be
multiplied by a fraction, the numerator of which is the Current
Number and the denominator of which is the Base Number and the
product shall thereupon be deemed to be the Base Rent for the
forthcoming year. In no event shall the Base Rent be less than
$5.00 per square foot of space during the entire term of this
Lease. In the event that the Current Number shall be unavailable
at the time of commencement of an adjustment, Tenant shall pay to
Landlord on the basis of the existing Base Rent until such time as
the required adjustment is determined, at which time an accounting
will be made retroactive to the commencement of the lease year.
Anything herein to the contrary notwithstanding, it is agreed that
the Base Rent shall not increase more than 3% in anyone year. All
payments shall be made to the Landlord at the following address:
"See Notice section 27", or at such other place, as the Landlord
may from time to time designate. The Base Rent hereunder is
separate from any other rental charges and adjustments provided for
herein.
section 4. ~ales Tax. Tenant shall pay to Landlord, monthly,
together with the Base Rent payment, all applicable sales or use
taxes from time to time imposed in connection with rents and other
amounts paid by Tenant under this Lease.
section 5. pse and Entry by Landlord. It is expressly agreed
by Landlord and Tenant that the Premises shall, during the entire
term of this Lease, be used solely in compliance with all laws,
orders, ordinances and other public requirements now or hereafter
affecting Tenant's use of the Premises. without limiting the
foregoing, Tenant shall not use the Premises, or allow the Premises
to be used, for any improper, immoral, unlawful or objectionable
purpose, and Tenant shall not cause, maintain, commit or suffer any
-2-
~
nuisance or waste in, upon or about the Premises. Tenant shall
indemnify and hold Landlord harmless from any and all suits,
losses, claims, damages and expenses (including attorneys' fees and
costs through all appellate levels) resulting from Tenant's failure
to do so. Any portion of the Premises utilized by Tenant for
parking shall be solely for loading and unloading trucks or other
vehicles in connection with Tenant's utilization of the Retail
Space and no other parking in the Premises is permitted hereunder.
In addition, the electric room within the Premises shall be
available to the Landlord, with rights of ingress and egress, at no
cost to the Landlord, to house the Landlord's telephone, CCTV,
electrical and other equipment relating to the Garage jointly with
the telephone, CCTV, electrical and other equipment of the Retail
Space (located in the electrical room).
~
section 6. Assianment or Sublettina.
(a) Tenant shall not, either volun~arily or by operation of
law, assign, transfer, mortgage or otherwise encumber this Lease,
or any of the rights, interests or obligations of Tenant hereunder,
or any part thereof, or sublet all or any part of the Premises in
any manner, without the prior written consent of Landlord, which
consent Landlord may grant or withhold in its sole and absolute
discretion. Notwithstanding the foregoing, Landlord agrees that
Tenant may assign this Lease to any purchaser of the Retail Space,
without the necessity of obtaining Landlord's consent. Any
attempted assignment, transfer, mortgage, encumbrance or
subletting, except as aforesaid, shall, at the option of Landlord,
constitute grounds for termination of this Lease or an Event of
Default under Section 15 of this Lease. The consent by Landlord to
any assignment or sublet shall not constitute a waiver of the
necessity to any subsequent assignment or subletting. Landlord may
voluntarily or by operation of law assign, transfer, mortgage or
otherwise encumber all or any part of Landlord's interest in this
Lease or in the Premises at any time without the consent of Tenant.
(b) Except for an assignment to a purchaser of the Retail
Space or an assignment or subletting as consented to by Landlord,
no subletting or assignment shall relieve Tenant of Tenant's
obligation to pay the rent and to perform all of the other
obligations to be performed by Tenant hereunder. The acceptance of
rent by Landlord from any person other than Tenant shall not be
deemed to be a waiver by Landlord of any provision of this Lease or
to be a consent to any assignment or subletting.
(c) Each subletting or assignment to which Landlord has
consented shall be by an instrument in writing satisfactory to
Landlord, and shall be executed by the sublessor or assignor and by
the sublessee or assignee in each instance, as the case may be, and
each sublessee or assignee shall agree in writing to perform all of
the terms, covenants and conditions of this Lease to be done, kept
and performed by Tenant. One executed copy of such written instru-
ment shall be delivered to Landlord. Tenant agrees to reimburse
Landlord for Landlord's attorneys fees and such other reasonable
charges which Landlord incurs or causes to be incurred in conjunc-
tion with the processing and documentation of any requested sublet-
- 3 -
ting or assignment of this Lease or Tenant's interest in and to the
Premises.
Section 7.
Insurance.
(a) Landlord, at its expense, shall obtain, maintain and keep
in full force and effect fire, casualty and extended coverage
insurance covering the Garage in accordance with the provisions of
the Development Agreement. Tenant, at its expense, shall obtain,
maintain and keep in full force and effect throughout the term of
this Lease, full liability insurance protecting and indemnifying
Landlord and Tenant against liability for injury to or death of any
person in connection with the use, occupancy, operation or
condition of the Premises, in the amounts in such form and with
such insurers as shall be required under the provisions of the
Development Agreement. Each such insurance policy will name
Landlord as an additional insured. At the commencement of each
Lease Year, Tenant shall furnish to r..andlord certificates of
insurance evidencing that such coverage is in effect and that the
premiums therefor are paid in advance for such Lease Year. If
Tenant fails to timely furnish such certificates at the
commencement of any Lease Year, Landlord may, but is not obligated
to, secure such coverage after providing written notice to Tenant
of its intent to do so, and any amount so paid by Landlord shall
thereupon become due to Landlord by Tenant as additional rent,
wi thout prejudice to any remedies of Landlord under Section 15
regarding an Event of Default of Tenant.
.t
(b) Landlord and Tenant each hereby waive any and all rights
of recovery against the other or against the officer(s), employees,
agents, representatives, customers and business visitors of such
other party, for loss of or damage to such waiving party or its
property or the property of others under its control, arising from
any cause insured against under the standard form of fire insurance
policy with all permissible extension endorsements covering
additional perils or under any other policy of insurance carried by
such waiving party in lieu thereof. Landlord and Tenant shall each
obtain and furnish evidence to the other of the waiver by their
respective insurance carriers of any right of subrogation against
the other.
section 8. Duty to Maintain Premises. By taking possession of
the Premises, Tenant shall be deemed to have accepted the Premises
as being in good condition and repair. Tenant shall, at its own
cost and expense, keep and maintain in a first-class condition, all
components and elements of the Premises in good repair, shall not
perform any acts or carryon any practices which may damage the
Premises and shall return the Premises to Landlord upon termination
of this Lease in the same condition in which it was received by
Tenant, ordinary wear and tear excepted. Landlord shall, in its
reasonable discretion, determine what constitutes ordinary wear and
tear. Tenant shall keep the Premises at all times in a neat, clean
and sanitary condition, shall neither commit nor permit any waste
or nuisance. If Tenant shall fail to perform any of its
obligations under this Section, then Landlord may, at Landlord's
option, and without waiving Tenant's default therefor, enter upon
- 4 -
the Premises and put the same in good order, condition, and repair
and the costs thereof shall become due and payable as additional
rent by Tenant to Landlord without prejudice to any of the rights
granted to Landlord by section 15 hereof regarding an Event of
Default by Tenant.
section 9. Alterations and Improvements.
(a) Tenant shall not make any alterations and improvements or
additions to the Premises during the term of this Lease without
first obtaining the written consent of Landlord. Landlord shall in
no event be required to made any alterations or improvements to the ~
Premises during the term of this Lease. Any alterations, addi-
tions, improvements and fixtures which may be made or installed
upon the Premises shall remain upon the Premises at the expiration
or earlier termination of this Lease and shall become the property
of Landlord unless Landlord, prior to the termination of this
Lease, shall have given written notice to -Tenant to remove same, in
which event Tenant shall remove such alterations, improvements and
additions and restore the Premises to the same good order and
condition in which they were in at the commencement of this Lease,
ordinary wear and tear excepted. Tenant hereby pledges and assigns
to Landlord all the improvements of Tenant, which are or may
hereafter be brought in the Premises as security for the payment of
Base Rent and all of the other obligations of Tenant hereunder. If
Tenant shall fail to restore as aforesaid, Landlord may do so,
collecting, at Landlord's option, the cost and expense thereof from
Tenant as additional rent. Landlord reserves the right before
approving any such changes, additions, improvements, or
alterations, to require Tenant to furnish it a good and sufficient
bond conditioned that Tenant will protect, indemnify and hold
Landlord harmless from the payment of any claims, either by way of
damages or liens. Tenant agrees to protect, indemnify and hold
Landlord harmless on account of any injury to third persons or
property by reason of any such changes, additions, improvements or
alterations, and to protect, indemnify and hold Landlord harmless
from the payment of any claim of any kind or character on account
of bills for labor or material in connection therewith.
(b) In accordance with the applicable provisions of the
Florida Construction Lien Law, no interest of Landlord whether in
the Garage or the Premises, shall be subject to liens for
improvements made by Tenant or caused to be made by Tenant under
this Lease. Further, Tenant acknowledges that Tenant, with respect
to improvements or alterations made or caused to be made by Tenant
under this Lease, shall promptly notify the contractor making such
improvements to the Premises of this provision exculpating
Landlord's liability for such liens. In the event that a claim of
lien is filed against the Premises in connection with any work
performed by or on behalf of Tenant, Tenant shall satisfy such
claim within twenty (20) days from the date of filing. In the
event that Tenant fails to satisfy such claim within said twenty
(20) day period, Landlord may thereafter charge Tenant, as
additional rent, all costs incurred by Landlord in connection with
the satisfaction of such claim, including attorneys fees and costs.
Further, Tenant agrees to indemnify, defend and save Landlord
- 5 -
harmless from and against any damage or loss incurred by Landlord
as a result of any such claim of lien. If so requested by
Landlord, Tenant shall execute a short form or memorandum of this
Lease which may, in Landlord's discretion, be recorded in the
public records for the purpose of protecting Landlord's estate from
claims of lien, as provided in the Florida Statutes.
section 10. Real Estate and Personal Property Taxes. Tenant
shall pay all real estate and personal property taxes and
assessments, whether general or special, if any, leyied upon the
Premises.
~
Section 11. Damaqe to Premises. If, during the term hereof,
the Premises shall be damaged by fire, storm, explosion or other
similar casualty not due to the fault of either party, so as to
render the Premises wholly untenantable by Tenant, and the same
cannot within a period of sixty (60) days be restored to
substantially the same condition as they were prior to such damage,
Landlord shall so notify Tenant and this Lease shall terminate as
of the day of such damage and any prepaid rent shall be refunded by
Landlord to Tenant. In the event the Premises can be so restored
within such period or in the event the Premises shall not be
rendered wholly untenantable, then Landlord shall promptly notify
Tenant of such and Landlord shall make such restoration as shall be
required and the rent provided for herein shall equitably abate
during such period.
Section 12. Condemnation. If the whole, or any part, of the
Premises shall be taken by any public, or quasi-public authority
under eminent domain, or conveyed to any such public, or quasi-
public authority under threat of exercise of the power of eminent
domain, then the terms of this Lease shall cease on that part of
the Premises so taken or conveyed from the day the possession of
the condemned portion shall be taken by the condemning entity.
Unless this Lease is canceled as hereinafter provided, the Base
Rent provided for herein commencing with the date possession is
acquired by the condemning entity shall be reduced in proportion to
the amount of the Premises taken. In the event of a partial
condemnation which has such a material and adverse effect as to
render the Premises unfit for Tenant's use thereof, Tenant may
cancel this Lease only:
(i) if Tenant gives to Landlord at least thirty (30)
days prior written notice of such cancellation;
(ii) the effective date of such cancellation of this
Lease is the same as the date possession was obtained of the
condemned portion by the condemning entity; and
(iii) Base Rent is paid in full to the effective date of
such cancellation.
All damages awarded for any condemnation shall belong to and
be the property of Landlord whether such damages shall be awarded
as compensation for diminution in value to the leasehold or to the
fee of the Premises herein leased. Tenant shall have the right to
- 6 -
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 damage to Tenant's business
by reason of the condemnation and for any loss to which Tenant
might be put in removing Tenant's fixtures and equipment from the
Premises.
section 13. Indemnification.
(a) Tenant hereby agrees to defend, pay, indemnify, and save
free and harmless Landlord from and against any all claims,
demands, fines, suits, actions, proceedings, orders, decrees, and
judgments of any kind or nature by or in favor of anyone whomsoever
and from and against any and all costs and expenses, including
attorneys' fees and costs through all appellate levels, resulting
from or in connection with loss of life, bodily or personal injury,
or property damage arising, directly or indirectly, out of or from
or on account of any occurrence in, upon, about, at or from the
Premises or occasioned wholly or in part through the use of the
Premises, or by any act or omission of Tenant or its employees,
agents, contractors, or invitees in, upon, about, at, or from the
Premises.
~
(b) Tenant and all those claiming by, through or under Tenant
shall occupy and use the Premises solely at its own risk, and
Tenant and all those claiming by, through or under Tenant hereby
release Landlord from any and all claims of every kind, including
loss of life, personal or bodily injury, damage to merchandise,
equipment, fixtures, or other property, or damage to business or
for business interruption, arising directly or indirectly, out of
or from or on account of such use or resulting from any present or
future condition or state of repair thereof. Landlord and
Landlord's agents and employees shall not be responsible at any
time for any defects, latent or otherwise, in the Premises nor
shall Landlord be responsible or liable at any time for loss of
life, or injury or damage to any person, to any property, or to the
business of Tenant, or those claiming by, through, or under Tenant,
caused by the operation, or use of the Premises or any equipment,
fixtures, machinery, or apparatus therein.
(c) Tenant shall give prompt notice to Landlord in case of
accident, fire or other casualty or accidents in the Premises.
Section 14. Tenant's Covenants. Tenant covenants and agrees:
(a) To comply with any and all requirements of any duly
constituted public authorities, and with the terms of any state or
federal statute or local ordinance or regulation applicable to
Tenant or Tenant's use of the Premises, and to protect, indemnify
and hold Landlord harmless from penalties, fines, costs, expenses,
legal fees and costs and damages resulting from failure to do so.
(b) That all loading and unloading of goods shall be done
only at such times, in the areas and through such entrances as may
be designated for such purposes by Landlord.
- 7 -
(c) without the prior consent in writing of Landlord, not to
do or suffer to be done any act, manner or thing objectionable to
the fire insurance companies whereby the fire insurance or any
other insurance now in force or hereafter to be placed on the
Premises or any part thereof, or on the Garage, shall become void
or suspended, or whereby the premium for such insurance may be
increased. Upon breach of this covenant, in addition to all other
remedies of Landlord hereunder, Tenant agrees to pay to Landlord,
as additional rent, any and all increases or increases of premiums
on insurance carried by Landlord on the Premises.
Section 15. Defaults. The occurrence of any of the following
shall constitute an Event of Default hereunder: (i) if Tenant
shall fail to pay any installment of Base Rent or any other amount
due and payable when due, whether or not such payment shall have
been demanded; (ii) if Tenant shall fail to perform or comply with
any of the other conditions or agreements expressed or implied
herein and fail to remedy such non-compliance within ten (10) days
after notice from Landlord of such default; (iii) if Tenant shall
abandon the Premises; (iv) the filing of a petition in bankruptcy
by or against Tenant under any present or future bankruptcy laws
(including, but not limited to reorganization proceedings), which
petition is not dismissed within sixty (60) days from the filing
thereof; or if Tenant is adjudged a bankrupt; or the filing of a
petition by or against Tenant for the appointment of a receiver or
trustee of Tenant's property; or an assignment by Tenant for the
benefit of creditors, whether voluntary or involuntary; or the
taking of possession of any property of Tenant by any governmental
office or agency pursuant to statutory authority for the
dissolution, or rehabilitation, reorganization or liquidation of
Tenant; or a filing by Tenant for reorganization under the
Bankruptcy Act; (vi) if Tenant's interest under this Lease is sold
or taken under execution or other legal process; (vii) if Tenant's
interest under this Lease is assigned by operation of law; or
(viii) Tenant's failure to satisfy any claim of lien (or to bond
off such claim of lien) against the Premises in connection with any
work performed by or on behalf of Tenant within twenty (20) days
from the date of filing of the claim of lien.
section 16. Remedies.
(a) Upon the occurrence of an Event of Default, Landlord, at
its discretion, may then exercise anyone or more of the following
options:
(i) Terminate this Lease, remove all persons and pro-
perty from the Premises by summary proceedings or otherwise,
and take possession of the Premises, all without prejudice to
Landlord's right to collect from Tenant any Base Rent or other
sum which became payable to Landlord prior to such
termination, together with all damages suffered by Landlord
resulting from Tenant's default hereunder;
(ii) Re-enter and take possession of the Premises by any
lawful means, make alterations and repairs to the Premises and
- 8 -
~
relet or attempt to relet the Premises on behalf of Tenant and
for Tenant's account at such rent and under such terms and
conditions as Landlord may deem best under the circumstances
for the purposes of reducing Tenant's liability hereunder, and
Landlord shall not be deemed to have thereby accepted a sur-
render of the Premises, and Tenant shall remain liable for all
damages suffered by Landlord because of Tenant's default under
this Lease; it being understood that at any time during such
repossession or reletting, Landlord may, by delivering written
notice to Tenant, elect to exercise its option to accept a
surrender of the Premises, terminate this Lease, and retake
possession of the Premises on behalf of Landlord;
.t
(iii) Declare the entire remaining unpaid Base Rent and
other charges due hereunder to be immediately due and payable,
and take such action available to Landlord to recover and
collect same; or
(i v) Exercise any and all rights and privileges and
pursue any remedy that Landlord may have under the laws of the
state of Florida.
(b) In addition to the foregoing remedies and regardless of
which remedies Landlord pursues, Tenant covenants that it will
indemnify Landlord from and against any loss and damage directly or
indirectly sustained by reason of any termination resulting from
any Event of Default as provided above. Landlord's damages here-
under shall include but shall not be limited to, any loss of Base
Rent prior to or after reletting the Premises, broker's commis-
sions, advertising costs, costs of repairing and cleaning the
Premises for reletting, moving and storage charges incurred by
Landlord in moving Tenant's property and effects and attorneys'
fees and costs incurred by Landlord in any proceedings resulting
from Tenant's default, in collecting any damages hereunder, and in
obtaining possession of the Premises by summary process or
otherwise or reletting the Premises.
(c) Nothing in this section 16 shall be deemed to require
that Landlord use more than reasonable efforts to relet the
Premises or to take any other action with regard to the Premises
and Landlord shall not be liable for any failure to relet, collect
rent, or take any other action with regard to the Premises after
termination of this Lease in the event of default hereunder.
Tenant hereby waives any right of redemption which it may at any
time have by reason of Tenant's default or eviction hereunder.
(d) The parties hereto expressly agree that this Lease and
the estate created hereby shall not continue or inure to the bene-
fit of any assignee, receiver or trustee in bankruptcy, except at
the option of Landlord.
section 17. Surrender of Premises. On the expiration of the
term of this Lease, or on the termination of this Lease for any
reason, Tenant shall quit and surrender to Landlord the Premises,
remove all debris and rubbish, leave the Premises in a clean and
sanitary condition and in good order and repair. If Tenant remains
- 9 -
in possession of all or any part of the Premises after the
expiration of the term of this Lease or after the termination of
this Lease for any reason, such holding over shall, in the absence
of a written agreement to the contrary, be deemed to have created
and be construed to be a tenancy from month-to-month terminable on
fifteen (15) days written notice from either party to the other at
a monthly Base Rent equal to twice the monthly installment of Base
Rent payable during the last month of the term of this Lease and
otherwise subject to all of the other terms, covenants, and condi-
tions of this Lease insofar as the same may be applicable to a
month-to-month tenancy. Notwi thstanding the foregoing, in the
event of such holding over by Tenant, Landlord, in its sole discre-
tion, shall nevertheless be entitled to immediate possession of the
Premises.
.t
Section 18. Rent Abatement. Except as otherwise expressly
provided in this Lease, no abatement or reduction of rent or charge
shall be claimed by or allowed to Tenant~ or any person claiming
under it, under any circumstances, whether for inconvenience,
discomfort, interruption of business, or otherwise, or arising from
the making of alterations, changes, additions, improvements or re-
pairs to or on the Premises, or by virtue or because of any present
or future governmental laws I ordinances, requirements I orders,
directions, rules or regulations or for any other cause or reason.
Section 19. Waiver. No failure or delay in acting by a party
hereto shall be deemed a waiver of such party's rights. A waiver
by Landlord of any default, Event of Default or breach hereunder
shall not be construed to be a continuing waiver of such default or
breach, nor as a waiver or permission, express or implied of any
other or subsequent default or breach.
Section 20. Ouiet Enjovment. Upon payment by Tenant of the
Base Rent and all other amounts herein provided, and upon the
observance and performance of all of the covenants, terms and
conditions on Tenant's part to be observed and performed, Tenant
shall peaceably and quietly hold and enjoy the Premises for the
term hereby demised without hindrance or interruption by Landlord
or by any other person or persons lawfully or equitably claiming
by, through or under Landlord, subject nevertheless, to the terms
and conditions of this Lease.
section 21. Time is of the Essence. It is expressly agreed
by the parties hereto that time is of the essence with respect to
the payment of all monies and the performance of all obligations by
Tenant under this Lease.
section 22. Counterparts. This Lease may be executed in any
number of counterparts, each of which shall be deemed an original
hereof, and all of which together shall constitute but one and the
same instrument.
section 23. Bindinq Effect. All covenants, agreements, war-
ranties, and provisions of this Lease shall be binding upon and
inure to the benefit of the parties hereto, and subject to the pro-
visions hereof, their respective successors and assigns.
- 10 -
Section 24. Aool icable Law. This Lease shall be governed by,
construed and interpreted in accordance with the laws of the State
of Florida.
section 25. Partial Invalidity. If any term, provision, cove-
nant or condition hereof or any application thereof should be held
by a court of competent jurisdiction to be invalid, void or
unenforceable, all terms, provisions, covenants and conditions
hereof, and all applications thereof not held invalid, void or
unenforceable shall continue in full force and effect and shall in
no way be affected, impaired or invalidated thereby.
section 26. Entire Contract and Modification. This Lease
constitutes the entire and complete contract between the parties
hereto. The Lease may be modified or amended only by an amendment
in writing signed by the parties hereto.
~
section 27. Notices. All notices, certificates or other
communications hereunder shall be written 'and shall be deemed given
when mailed by certified mail, addressed as follows:
(a) If to Tenant, to:
Mr. Anthony Goldman
Goldman Properties
c/o Park Central Hotel
640 Ocean Drive
Miami Beach, Florida 33139
and at: 103 Greene Street
New York, New York 10012
(b) If to Landlord, to: City of Miami Beach
1700 Convention Center Drive
4th Floor
Miami Beach, Florida 33139
Attention: Mr. Roger Carlton,
City Manager
and to:
City of Miami Beach
1700 Convention Center Drive
4th Floor
Miami Beach, Florida 33139
Attention:
City Attorney
The Landlord and Tenant may, by written notice given hereunder,
designate any further or different addresses, which subsequent
notice of change of address shall be effective only when received
by the other party hereto.
section 28. section Headinqs. The section headings of this
Lease are for convenience of reference only and shall not limit or
expand or otherwise affect any of the terms hereof.
section 29. Gender and Number. As required for the reason-
able interpretation of this Lease, the singular shall include the
- 11 -
plural and the neuter shall include the masculine and feminine, and
vice versa.
section 30. Estoppel Certificate. Within ten (10) days after
written request from the other party, Landlord/Tenant shall
deliver, executed in recordable form, a declaration to any person
designated by the other (a) ratifying this Lease; (b) stating the
commencement and termination dates; and (c) certifying (i) that
this Lease is in full force and effect and has not been assigned,
modified, supplemented or amended (except by such writings as shall
be stated), (ii) that all conditions under this Lease to be
performed by the other party have been satisfied (stating
exceptions, if any), (iii) that no defenses or offsets against the
enforcement of this Lease by the other party exist (or stating
those claimed), (iv) the date to which rent has been paid, and (v)
such other information as such party reasonably requires. Persons
receiving such statements shall be entitled to rely upon them.
~
section 31. Sale bv Landlord. In'the event of a sale or
transfer of the Premises by Landlord, Landlord shall be, and hereby
is, automatically relieved of any and all liability and obligations
under this Lease occurring from and after the date of such
transfer. The sale or transfer of the Premises by the Landlord
will not affect this Lease which shall remain in full force and
effect after any such sale or other transfer.
Section 32. Waiver of Jury Trial. THE PARTIES HERETO
SHALL, AND THEY HEREBY DO, IRREVOCABLY WAIVE TRIAL BY JURY IN
ANY AND EVERY ACTION OR PROCEEDING BROUGHT BY EITHER OF THE PARTIES
AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN
ANYWAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND
TENANT, OR TENANT'S USE OR OCCUPANCY OF THE PREMISES.
Section 33. Leqal Expenses. In case of default arising
hereunder by either party hereto, should it become necessary for
the non-defaulting party hereto to place the enforcement of this
Lease in the hands of an attorney, or file suit upon the same, or
the same is collected through any judicial proceeding whatsoever,
the defaulting party shall reimburse the non-defaulting party for
all reasonable expenses incurred by the non-defaulting party by
reason thereof, including, but not limited to, reasonable
attorneys' fees and court costs at all tribunal levels.
Section 34. Radon Gas Disclosure. Radon is a naturally oc-
curring radioactive gas that, when it has accumulated in a building
in sufficient quantities, may present health risks to persons who
are exposed to it over time. Levels of radon that exceed federal
and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be
obtained from your county health unit.
- 12 -
IN WITNESS WHEREOF, the parties have caused this Lease to be
executed in duplicate the day and year first above written.
signed, sealed and delivered
and acknowledged in the
presence of:
c:\wpSl\dennis\ballet.lse
- 13 -
Landlord:
City of Miami Beach, a
Florida municipal corporation
The Ballet Valet Parking
Company, Ltd. , a Florida limited
partnership
By:
By:
Goldman
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
l~ll.lL .
I ttOrney
'/tJ:~1
EXHIBIT A
RETAIL SPACE
A part of Lot 1, Block 34, OCEAN BEACH, FLA., ADDITION No.1, a subdivision
recorded in Plat Book 3 at page 11 of the public records of Dade County,
Florida; said part of Lot 1, recorded in Official Record 16482 at page 0713
of the public records of Dade County, Florida, and described as follows:
Lot 1, less the Westerly 62.50 feet thereof; also less the Easterly 72.68
feet of the Southerly 42.00 feet of Lot 1; also less the Easterly 70.18 ~
feet of the Northerly 8.00 feet of Lot 1; all in Block 34, OCEAN BEACH,
FLA., ADDITION No.1, Recorded in Plat Book 3, at page 11 of the public
records of Dade County, Florida.
The Horizontal boundary of Lot 1, less all excepted parts contains, 261
square feet, more or less.
ALSO:
Lots 2 though 5 inclusive, Block 34, OCEAN BEACH, FLA., ADDITION No.1,
Recorded in Plat Book 3, at page 11 of the public records of Dade County,
Florida.
Less and excepting therefrom that part of Lots 2 through 5 inclusive in
referenced Block 34 and described in Official Record 16396, page 0871 of
the public records of Dade County, Florida and described as follows:
PARCEL 1: That part of Lots 2 through 5 inclusive, Block 34, OCEAN BEACH,
FLA., ADDITION No.1, Recorded in Plat Book 3, at Page 11 of the public
records of Dade County, Florida. Part of Lots 2 though 5: Bounded on the
West by the Westerly line of said Lots 2 through 5, bound on the North by
the Northerly line of Lot 2; bounded on the South by the Southerly line of
Lot 5; bounded on the East by a line described as follows: Commence
(P.O.C.) at the Southwest corner of said Lot 5 and run S.79012'25" E. along
the Southerly line of Lot 5, a distance of 45.16 feet to the Point of
Beginning of the referenced Easterly line, thence run N. 10047'35" E. along
a line parallel with and 45.16 feet Easterly of the Westerly line of Lots
5 through 3 inclusive, a distance of 150.00 feet; thence run N. 29055'12"
E. across Lot 2, a distance of 52.92 feet to the Northerly line of Lot 5,
said point being 62.50 feet Easterly of the Northwest corner of Lot 5.
Area described contains 9465.5 square feet.
ALSO:
Lot 6, Block 34, OCEAN BEACH, FLA., ADDITION No.1, Recorded in Plat Book
3, at page 11 of the public records of Dade County, Florida, less and
excepting that part of said Lot 6, described in Official Record 16396, page
0874 of the public records of Dade County, Florida, as follows:
PARCEL 1:
The Westerly 45.16 feet of Lot 6, Block 34, OCEAN BEACH, FLA., ADDITION No.
1, Recorded in Plat Book 3, at page 11 of the public records of Dade
County, Florida contains 2108 square feet.
Lot 6 less excepted part contains 4,892 square feet, more or less.
08/08/97 FRI 12:40 F.~ 3056623816
ROTH 8. SCHOLL
fa] 001
EXHIBIT S
CITY OF MIAMI BEACH PROPERTY:
A pare of L~t 1 th~OU9h 6, inclusive, Block 34, OCEAN BeACH, FLA., ADDITION No.1,
a subdivision reco.ded in Plat Book 3 at page 11 of the public records of o.de
County, Florida; said ~rt descr1bed as tollows: (s_gin ~.O.s.) at the S.N. corner
Qf .aid Lot 6 and run S. ':' 9-12' 2S" 11:. alon'1 the South 11nQ of Lot 6, t~. 16 teet;
thance run N.IO'4"3~" i. across Lots 6, 5, 4 arod J, a d~'tance ot 200.00 f~.t to
a point on the North line of I.ot 2, said po1nt being 4S.1S teet Ea,terly of the
Southwest cornar ot said Lot 2; thence run N.Z9-S5'12/1 g. a distance of 5Z.92 teet
to a point on the North line of Lot Z, ,aid point be1nq 62,50 from tne Northwest
corner of Lot 2; thencQ run N.I0-47'35" t. i distance ot 50.00 t..e to ehe North
line of Lot 1; ~hence run N,79"12'2S" W. ~loJ\g the North line of Lot 1, 62. SO teet
to th. Northwe,t corner of 1.01: 1; thence S .10.47' 3~" W. along the WQ:sterly line of
Block 34, alo"~ the Westerly 11ne 0' Lot' 1 throu9h 6 incl~sive, a distance ot
300.00 ~eet to the Point of Se9inning (1'.0.8.).
Area of City of M~ami BQach Property is 14,848 'quar~ f9ot, morQ or le.. or O.3~~
acres, more or Ie's.
ALSO:
The ~o[izontal Boundary ot a p~rt of Lot, 1 through 6, ine:us1vQ, 81Q~~ 34, OCEAN
SEACH, ii'i..\., ADDITION No.1, a s~bdivision xec:o;tded l.n Plat Book 3 itt: page 11 of
the public recotd, of Dade County, Florida: said part oo~nded as tollows: 80unded
on tna ~a3t: by the Ea,terly :ine of said Lots 1 throu9h 6, i"cl~sive, bounded on
the Nortn i::ly the Northerly line ot Lot 1; bounded on the South by the Southerly
line of Lot 6; bounded on t:he west by a line described as follows: comnen<;:e
(~.O.C.l at th~ 3outh~esterly oornQ~ ot Lot' anQ run S.79vlZ'ZS" E. along the
Southerly 11n. ot Lot r>, ~ di.tanc. o~ 4$.16 fGet to the ~oint of Se91nnin9
(P,O,8.1 of .aid 1.n., thence run N.I0"47'3S- E. along a line 45.16 feet ~astQrly
of the westerly line of root. 6 throlJgh 3, a dilit:1Ince of 200.uO teet to the
No't'therly line o! rafQrenced Lot J; thence run N. 29"55 '1Z" t. acros. Lot 2, a
di$t~nce of SZ.9Z feet to the NorthQrly line ot ,aid Lot ~, said point beinq 62.50
fe.t from the Northwest corner of Lot 2; thence run N.IO.4i'35~ 2. ~cross Lot 1,
50.00 f@et to a point on the North l~ne of ~ot 1, ~aid point bein'1 S2.S0 :eet from
the ~.w. corner ot Lot 1. Ba3e of Area described contalns squ3r~ f.et, ~ore or
19$3, or ~cr.s, more or 1e3S.
LESS AND eXCBPTING r~EREFROM;
Air Riqht3 F.a3F!m8nt "A"
Air Ri9ht. for the easterly 13.16 teet of Lot: 1 throuqh 6, incluaive, Block 34,
OCEAN Bc:ACIf, rLA" ADDITION No.1, Recorded in Plat Book 3, at paq" 11 of the
Public Records ot Dad~ County, ~lorida_
The :owe.t Vertical Boundary ot the above descr1b"d Air Right8
of 40.00 feet, Nat~onal Geode::c '/erUeal Daturn (N.G.V.D./,
boundary of ~h. said Air Rights 1S an Elevation of infinity.
Beach owns thv Air Rights frem 40,00 feet to inf1nity.
~s at an E:"evat1.on
192~. The upper
The City o! Mi~
Area of. the ease ot the Air Right3 i. 2,63~ ,quate feet.
ALSO ~e~~ ^ND EXCEPTING THEREFROM:
Air R,i. ';I I\t ~ Ra~,o,m"'nt "S"
Air RlqhCa fot .. pert of Lots 1 through 6, inclusive, aloek 34, OCEAN 3EACH, FLA.,
.\OOI~:ON No.1, Recorded in Plat Book 3, at page 11 of thQ public recorda of Dade
County, f1orida; said p~rt bounded a3 follow,; Bounded on the East by a l~nQ 13.16
teet Westerly o! the E:as'Cerly line of SOlid :.at, 1 thro'Jgh 6, inclusivQ, bounc:!Qd on
the North by :hlt ~orth8rly line of Lot 1; bo~nded on the South i::ly thG Southerly
line of Lot 6; bounde::l on the West ~y it line describec as follows: COl1Ul1Qnc..
(J.>.O.C.l at the Southwesterly corner of Lot 6 and run S.79.1.2'2~" 2. cllcng the
Soutner.Ly line of Lot 6, cl d':'stance ot 4~.16 teet to the Point of Beginning
(P.O.8.) :>1' said 11nQ; then~~ run N.10.17'3S" E. a:"ong a line of 45.16 feet
Eilsterly of thot Westel:'ly .lne of Lot:s 6 through 3, a distance of :200.00 feet to the
NOl:'thetly line of relerenced tot J; thenco run N.29"SS'12" e. 4cross Lot 2, 4
distance ot 52.92 feet to the Nor~h.rly line of s.i~ Lot 2, ,aid point b~in9 62.50
f.et f~om the Northweat corner of Lot 2; thence ~un ~.lO-47'35/1 ~. across Lot 1,
~O.OO teet to a point on the No~th :1ne of Lot 1, ~Gid point beinq 62.~O te.t tro~
the ~.w, corner of Lot 1.
The Lowest Ver~ical Boundacy of the aDove descr~bed A~r R19hts is ~e an elevation
as shown on t>le adjacl!n~ :sket.ch, "'Ilticnal Geodetic 'lertical !:latum (N.C;. ',f, D.), 1929.
The ~pper bounda~y of :he sald Air ~1ght:s 1:s an elevat~c" of infini:~, The City
ot Miami ~ach cw"" ths Air Fli9ht:B above tne 10",e51: U'e;::t:cal boundary to infinity.
I
EXHIB~T C
r
-~-f
W N ..1lO
N ~~~ -.~
ex>
a- '" 0\ w. t'"'
M
C/l >-i
C/l C/l C/l
.0 .0.0.0 ~
~ ...., ....,....,....,
" r:t n n M
I :, . >-i
., I .t.
11.11 11
>-i C/lrtt" ~
y- - _.~ - ~ --0 0 " '1 0
>-i o II> II> ,
~ '1 C/l ~ 'M
II> :r ..... -. ':<j
~ I I Il<I l:l .
. , Vl to '1 OIl ~
I .0 0
~ ci~5'
f i; 0 n
1'1 t"" S l<"
; Ii f;1
, '- Vl
~ - -.. M
I, ~ Vl
- I e
o '.' 'I:
t. I
!:
r
-~- . --ll
I ;JI;
I
I
i I,
I I I
~
~ ;!I
7.)f
(;# ...
c. -~ ! I
J ~ : II
~
-- ... - ~-:-
r v"" 1- 7l -I (l rl ,- r.,
f
e ~.~
~ 1l ~
(\ ~ -,.
Ii
l \\ r
.~.~{0
- ,-
. ....-........
Notice of Change of Address
See Following Page
o 4 Y {¢ l o w. l
G O L D M A N P R O P E R T I E S p.
t
July 7, 2022
Via Certified U.S. Mail Return Receipt Requested
City of Miami Beach
1 700 Convention Center Drive
4 Floor
Miami Beach, FL 33139
Attn: City Manager & City Attorney
Re: NOTICE OF CHANGE OF ADDRESS
n
Dear City Manager & City Attorney:
I write to you on behalf of The Ballet Valet Parking Company, Ltd. with respect to the following
agreements (collectively, the "Agreements"):
l. Maintenance Agreement by and between the City of Miami Beach and The Ballet Valet Parking
Company Ltd. Dated August 11, 1997;
2. Lease Agreement by and between the City of Miami Beach and The Ballet Valet Parking
Company, Ltd. Dated August 11, 1997;
3. Parking Agreement by and between the City of Miami Beach and The Ballet Valet Parking
Company, Ltd. Dated August 11, 1997; and
4. Acquisition, Construction and Development Agreement for the Parking Garage Project at SW
Comer of Collins Avenue and 7th Street among the City of Miami Beach, The Ballet Valet
Parking Company, Ltd., and McCarthy Brothers Company dated June 6, 1995.
Please be advised that The Ballet Valet Parking Company, Ltd.'s address for all purposes of notice under
each of the Agreements is updated as follows:
The Ballet Valet Parking Company, Ltd.
c/o Goldman Properties
310 NW 26" Street
Suite B
Miami, FL 33127
Attn: Daniel T. Whyte, Esq.
Should you have any questions, please contact me at (305) 804-2602 or danielw@goldmanproperties.com
Sincerely,
Daniel T. Whyte, Esq.
On behalf of The Ballet Valet Parking Company, Ltd