HomeMy WebLinkAbout324-99 RDA
RESOLUTION
324-99
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY, 1) AUTHORIZING MB
REDEVELOPMENT, INC" TO EXECUTE A SUBLEASE AGREEMENT
WITH ABKEY NO, 17, INC., D/B/A FUDDRUCKERS GRILL AND BAR
FOR SUITES 1 THROUGH 3 IN THE ANCHOR SHOPS AT SOUTH
BEACH, IN ACCORDANCE WITH THE TERMS OF THE RETAIL SPACE
MASTER LEASE AGREEMENT BETWEEN THE MIAMI BEACH
REDEVELOPMENT AGENCY AND MB REDEVELOPMENT, INC" AND
2) APPROPRIATING AVAILABLE, NON-TAX INCREMENT
REDEVELOPMENT AGENCY FUNDS FROM CITY CENTER, TO
REIMBURSE MB REDEVELOPMENT, INC., FOR PAYMENT OF
LEASING COMMISSIONS TO DATE TOTALING $261,504,
,...'''~ .
WHEREAS, Abkey No. 17., Inc., (Abkey Companies) d/b/a Fuddruckers, has been
negotiating a sublease agreement with MB Redevelopment, Inc., to lease 6,566 square feet in the
Anchor Shops at South Beach, in accordance with the provisions ofthe Retail Space Master Lease
Agreement between MB Redevelopment, Inc., (Master Tenant) and the Miami Beach
Redevelopment Agency (Landlord); and
WHEREAS, said sublease agreement calls for the Abkey Companies to develop a first
class restaurant facility in said space to be called Fuddruckers Grill and Bar; and
WHEREAS, in accordance with Article 8 of the Retail Space Master Lease Agreement, the
Landlord shall have the right to approve (in its reasonable judgement) the terms and conditions of
any proposed sublease procured by the Master Tenant; and
WHEREAS, the Administration has reviewed and recommends approval of said sublease;
and
WHEREAS, Section 3.2(d) of the Retail Space Master Lease Agreement contains a
provision for the Master Tenant to be reimbursed for payment of any and all reasonable costs for
subtenant improvements, leasing commissions and other reasonable customary out-of-pocket
expenses in connection with subleases; and
\'
WHEREAS, as of the date of this Resolution, the Master Tenant has expended
$112,460.10 in leasing commissions and is seeking reimbursement for said expense; and
WHEREAS, upon execution of the sublease agreement with Abkey No. 17., Inc., d/b/a
Fuddruckers, the total leasing commission obligations to the Master Tenant will be $261,504; and
WHEREAS, funding for this expense may be appropriated from available non-tax
increment revenues from the City Center Redevelopment Area,
NOW, THEREFORE BE IT DULY RESOLVED BY THE CHAIRMAN AND
MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY, that the Chairman
and Members of the Miami Beach Redevelopment Agency 1) authorize MB Redevelopment, Inc.,
to execute a sublease agreement with Abkey No, 17, Inc., D/B/A Fuddruckers Grill and Bar for
Suites 1 through 3 in the Anchor Shops at South Beach, in accordance with the terms of the Retail
Space Master Lease Agreement between the Miami Beach Redevelopment Agency and MB
Redevelopment, Inc., and 2) appropriate available non-tax increment Redevelopment Agency funds
from City Center to reimburse MB Redevelopment, Inc., for payment ofleasing commission to date,
totaling $261,504.
PASSED AND ADOPTED this 21st day of July, 1999
AT(l)E!T:
~CJt,w r fcu~
SECRETARY
T:\AgendaI1999\JUL2199IRDA IFUDDR
APPROVED AS TO
FORM & lANGUAGE
& FOREXfCunON
1K/f!d'-~ .
Miami Beach
Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Telephone: (305) 673-7193
Fax: (305) 673-7772
REDEVELOPMENT AGENCY MEMORANDUM NO, 99- <f-'o
July 21, 1999
TO:
FROM:
SUBJECT:
Chairman and Members of the
Miami Beach Redevelop ent Agency
Sergio Rodriguez
Executive Director
A RESOLUTIO THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY, 1) AUTHORIZING MB
REDEVELOPMENT, INC., TO EXECUTE A SUBLEASE AGREEMENT
WITH ABKEY NO. 17, INC., D/B/A FUDDRUCKERS GRILL AND BAR
FOR SUITES 1 THROUGH 31N THE ANCHOR SHOPS AT SOUTH
BEACH, IN ACCORDANCE WITH THE TERMS OF THE RETAIL SPACE
MASTER LEASE AGREEMENT BETWEEN THE N.UANU BEACH
REDEVELOPMENT AGENCY AND MB REDEVELOPMENT, INC., AND
2) APPROPRIATING AVAILABLE, NON-TAX INCREMENT
REDEVELOPMENT AGENCY FUNDS FROM CITY CENTER, TO
REIMBURSE MB REDEVELOPMENT, INC., FOR PAYMENT OF
LEASING COMMISSIONS TOTALING $261,504.
ADMINISTRATION RECOMMENDATION:
Adopt the Resolution.
PROPOSED SUBLEASE AGREEMENT WITH ABKEY NO 17., INC. D/B/A
FUDDRUCKERS
Background:
Since April, 1999, Coconut Grove based Abkey No. 17" Inc" (Abkey Companies) d/b/a
Fuddruckers, has been negotiating a sublease agreement with MB Redevelopment, Inc., to lease
6,566 square feet in the Anchor Shops at South Beach, in accordance with the provisions of the
Retail Space Master Lease Agreement between MB Redevelopment, Inc., (Master Tenant) and the
Miami Beach Redevelopment Agency (Landlord),
S()UTti I)()I~
Vedevel()pment Uistlict
Agenda Item 3b
Ved{Date 1~Q.1-99
1
The proposed sublease agreement is now being submitted for approval by the Redevelopment
Agency (RDA) Board prior to execution by the Master Tenant and the Abkey Companies, As
indicated in previous monthly status reports, the proposed restaurant will be called Fuddruckers Grill
and Bar and will involve the entire west retail space on Washington Avenue, or Suites K through N
plus the Anchor Hotel, for a total of6,566 square feet. The space is comprised of 5,917 square feet
on the ground floor and 649 square feet on the second floor in the Anchor Hotel. The second floor
space will be used primarily for storage,
Fuddruckers is proposing a first-class restaurant, complete with an open display case, a bakery, a full
bar and take-out service, (typical of other Fuddruckers facilities). Unlike other Fuddruckers which
typically only serve lunch and dirmer, this location will offer a breakfast menu as well.
Analvsis
As indicated earlier in the memorandum, the proposed lease space is comprised of 5,917 square feet
on the ground floor and 649 square feet on the second floor. The proposed lease is distributed
accordingly, calling for an annual rental rate equal to the greater of$127,502 ($21/sq.ft.. for the
ground floor space and $5/sq.ft.. for the upstairs space) or 6% of gross sales revenues in excess of
$2,125,033 per year. The rent will escalate during the sixth, eleventh and sixteenth year of operation,
to a maximum of$182,702 ($30/sq,ft.. for the ground floor space and $8/sq.ft..) or 6% of annual
revenues in excess of$ 3,045,033. The term of the lease will be for 10 years with a renewal option
for an additional 1 0 years. Due to the extensive tenant improvements proposed by Fuddruckers, the
lease provides for 9 months (270 days) of free rent during the build-out of the space. In the event the
structural remediation and/or facade improvements to the Anchor Hotel are not completed by
Beauchamp Construction (the Contractor) within 90 days of the execution of the sublease
agreement, there is a provision in the agreement which allows the subtenant, at its option, to cause
the completion of the historic improvements. In return, the tenant would receive a rent abatement
equal to the cost of completing the project, amortized over a six month period. Such rent abatement
would be reimbursed from the undisbursed construction budget and from liquidated damages
collected from the Contractor.
Mayer Development Group, Inc., the broker involved with the proposed sublease, has informed the
Administration that Fuddruckers has retained Architect Morris Lapidus, to design the space plan
and tenant improvements. The sublease agreement calls for the schematic drawings, a schedule of
finishes and a proposed construction budget to be delivered to the Master Tenant within thirty days
of the execution of the agreement. The sublease also calls for the subtenant to incur nor less than
$850,000 in tenant improvements, which includes hard and soft costs and furniture, fixtures and
equipment.
In the monthly status report provided to the RDA Board, at the May 12, 1999 Commission meeting,
it was reported that Brewzzi's, an upscale pizzerialmicrobrewerey had submitted a proposal for the
same space as Fuddruckers, On July 12, 1999, Comreal Miami, Inc., submitted correspondence to
the Administration, expressing Brewzzi's renewed interest in the space. The proposal calls for a
base rent of$157,584 ($24/sq.ft..) for a period of 20 years plus two 5-year renewal options. While
2
the rent proposed by Brewzzi's exceeds Fuddrucker's initial base rent by $3 per square foot,
Brewzzi's had only been willing to negotiate a share of the tenant improvements required to build
out the space. On July 15, 1999, Brewzzii revised its proposal to include all tenant improvements
at the tenant's expense. While this recent revised offer from Brewzii merits consideration, the Master
Tenant has concluded extensive contract negotiations with Fuddruckers and as such, does not
recommend consideration of Brewzii's proposal at this time. The Master Retail Tenant has
expressed concern with further delays in securing a permanent tenant for the Washington Avenue
retail space, if the RDA Board were to consider this latest proposal. Therefore, the Administration
recommends proceeding with the Fuddruckers' sublease agreement.
BROKERAGE FEES:
Background
The primary reason for Loews to assume the role of Master Tenant in the Anchor Shops was to
administer the leasing of the retail spaces. Due to the difficulties encountered in leasing the spaces,
Loews has had to rely on outside brokers to deliver two of the four existing leases and two of the
pending leases currently under negotiation. Since the City/RDA may legally be precluded from
paying brokerage fees/commissions directly, Section 3,2(d) of the Retail Space Master Lease
Agreement contains a provision for Loews to be reimbursed for payment of commissions within
thirty days. If the City/RDA fails to reimburse Loews within thirty days, Loews may deduct the
amount due from the gross rent due to the City/RDA. (To date, Loews has paid $112,460.10 in
commissions.) At the time the Master Lease Agreement was executed however, funding was not
budgeted for payment of commissions. In order to reimburse Loews for these expenses, funding
needs to be appropriated from available City Center non-tax increment revenues.
Analysis
To date, the City/RDA's exposure on commissions with two existing leases is approximately
$145,000, of which $112,460.10 has been paid directly by Loews. The Fuddrucker's lease
agreement contemplates a total commission payable to Mayer Development Group in the amount
of approximately $116,504 of which $21,780 will be due immediately upon execution of the
agreement. The City/RDA's total exposure in commissions with the two existing leases and the
Fuddruckers lease will be approximately $261,504. Brokerage fees have not been determined yet for
the South Beach Makeup lease (brokered by DACRA Realty), which is currently under negotiation,
The following is a schedule of commissions which Loews must be reimbursed for upon payment
to the respecti ve brokers:
3
Xando's Coffee & Bar
Broker: Newmark & Co.
Fee schedule: 6% of aggregate annual rent for years 1-7; and 4.5% of aggregate annual rent
for years 8-12.
Payment: Yz upon execution of sublease and Yz upon commencement of business
Total Commission: Approx, $45,319
Paradizzo & Bikers Image
Broker: Comreal of Miami, Inc,
Fee schedule: 6% of aggregate annual rent for years 1-5; and 4,5% of aggregate annual rent
for years 6-10,
Payment: 1/3 upon execution of the sublease; 1/3 upon commencement of tenant paying
minimum rent; and 1/3 six months after commencement of tenant paying minimum rent.
Total Commission: Approx $99,012
Fuddrucker's Bar and Grill (proposed)
Broker: Mayer Development Group
Fee Schedule:
Initial10-year lease term: 6% of aggregate annual rent for years 1-5; 4.5% of aggregate
annual rent for years 6-10
Renewal Option: 3% of aggregate annual rent for years 11-20 (subject to exercising of
option to renew lease term for 10 years).
Payment: 1/3 upon execution of the sublease; 1/3 upon commencement of tenant paying
minimum rent; and 1/3 six months after commencement of tenant paying minimum rent.
Total Commission: Approx $65,341 for initial 10-year lease term & $51,163 upon
Fuddruckers exercising renewal option for second 10-year term, for a total of$116,504.
Note: Funds to cover commission fees for the renewal option will be escrowed within a year of
execution of the sublease agreement and payable when the option is exercised, with interest earned
to follow the money,
South Beach Makeup, Inc.
Broker: DACRA
(Information pending negotiation and submittal)
Funding to reimburse Loews for leasing commissions paid to date as well as for future commission-
related obligations, is available from non-tax increment revenue from the City Center
Redevelopment Area.
4
CONCLUSION
The Administration recommends authorizing MB Redevelopment, Inc., to finalize and execute a
sublease agreement with Abkey No, 17., Inc., (Abkey Companies) d/b/a Fuddruckers and to
appropriate $261,504 from available non-tax increment revenue from the City Center
Redevelopment Area to reimburse Loews for payment ofleasing commissions related to the lease-up
of the Anchor Shops at South Beach,
SR:&:1~:kob
Attaclunents
t:\agenda\juI2199\rda\fuddrkr.mem
5
SUBLANDLDRD:
Me REDEVELOPMENT, INC" a Florida corporation
Loews Miami Beach Hotel
1601 Collins Avenue
Miami Beach, Florida 33139
SUBTENANT:
ASKEY NO, 17, INC" a Florida corporation
d/b/a Fuddruckers Grill & Bar (or Fuddruckers)
P,O, 80x 330927
Coconut Grove. Florida 33233
DATE OF EXECUTION:
. 1999
ANCHOR SHOPS AT SOUTH BEACH
RETAIL SUBLEASE
SUB3.CMP
SUBLEASE SUMMARY
The following is a summary of basic lease provisions with respect to the Sublease, It is an integral part of
the Sublease, and terms defined or dollar amounts specified in this Summary shall have the meanings or amounts
as stated. unless expanded upon in the text of the Sublease and its Exhibits, which are attached to and made a
part of this Summary.
1, Date of Sublease Execution:
2, "Sublandlord":
3. Sublandlord's Address:
4, "Subtenanr':
5, Subtenanrs Address:
6. "Guarantor":
7, Guarantor's Address:
6, Premises (section 1,1):
9. Gross Rentable Area of
Premises (section 1.1):
10. Gross Rentable Area of
Retail Space (section 1,1 ):
11, Subtenant's Proportionate
Share (sectJon 2.4):
SUB3,CMP
.1999
MB Redevelopment. tnc,
MB Redevelopment, Ine,
loews Miami Beach Hotel
1601 Collins Avenue
Miami Beach, Florida 33139
Attention: General Manager
with a copy to:
MB Redevelopment, Inc,
c/o Loews Hotels, Inc,
667 Madison Avenue, 8th Floor
New York. New York 10021-8087
Attention: Corporate Secretary
Abkey No, 17, Inc, d/b/a Fuddruckers Grill & Bar
(or Fuddruckers)
(if sent by certified maiVretum receipt requested):
P.O. Box 330927
Coconut Grove. Florida 33233
(if sent by overnight courier or hand delivery):
c/o the Abkey Companies
3444-48 Main Highway. 3rd Floor
Coconut Grove, Florida 33233
Betty G, Amos (Completion Guaranty of Subtenant's
Work)
(if sent by certified mail/return receipt requested):
P.O, Box 330927
Coconut Grove, Florida 33233
(if sent by overnight courier or hand delivery):
c/o the Abkey Companies
3444-48 Main Highway. 3rd Floor
Coconut Grove, Florida 33233
1555 Washington Avenue. Suites 1 - 3. Miami Beach,
Florida. as shown on Exhibit "B"
Approximately 6.566 rentable square feet, which
includes approximately 5.917 rentable square feet on the
first noor (the "First Floor Space") and approximately 649
rentable square feet on the second floor
(lhe "Second Floor Space")
Approximately 20,500 rentable square feet
N/A
(i)
12, Permitted Use of
Premises (section 3,1):
First-class Fuddruckers restaurant with a butcher shop,
bakery and bar, including the right of on-Premises
cooking and preparation of food for on-Premises and off.
Premises consumption. the right to sell alcoholic
beverages for on-Premises consumption, the right to sell
those food items permitted or required to be offered for
sell by Subtenant's franchisor, Ihe right to provide for Ihe
sealing of patrons and the right, at Subtenant's eleclion,
to provide table service and table settings (and further
subject to the prohibited uses described in Exhibit "0" to
the Sublease)
13, Initial Term of Sublease (section 1,1 ):
Approximately Ten (10) years and ~ nine (9)
months -
"Commencement Date": The date that Sublandlord
detivers possession of the Premises to Subtenant for
purposes of Subtenant performing Subtenant's Work, as
hereinafter defined, which is intended to be simultaneous
with SubJandlord's execution and delivery of Ihe
Sublease
"Rent Commencement Date": The earlier of (i) the date
Subtenant opens for business or (ii) the Completion Date
for Subtenant's Work (Le" CAe Two hundred ~
f+i01 seventy (270) days after lJle Commencement
Date), SUbl8ct to section 14.1
"Expiration Dale": Ten (10) years after the Rent
Commencement Date, olus any additional time from the
Rent Commencement Uate throuqh the date Subtenant
ooens tor bUSiness so mat Subtenant Will have a tull len
(1U) years of ooeratJOn
14, Ootion to Renew (Rider 1):
15, "Minimum Rent" (section 2.2):
One (1) term often (10) years
First Floor Space
PERIOD
ANNUAL MINIMUM RENT
MONTHLY PAYMENT
(PLUS SALES TAX)
Commencement Date - Rent
Commencement Date
$
0.00
$
0.00
Rent Commencement Date ~
Expiration of the fifth (5th)
Sublease Vear
$124,257,00
$10.354.75;
Beginning of the sixth (6th)
Sublease Year-
Expiration of the Initial Term
$142.008.00
$11,834.00
Second Floor Space
MONTHLY PAYMENT
(PLUS SALES TAX)
PERIOD
ANNUAL MINIMUM RENT
Commencement Date - Rent
Commencement Date
$
0,00
$
0.00
Rent Commencement Date -
Expiration of the fifth (5th)
Sublease Year
$3,245.00
$270.42;
Beginning of the sixth (6th)
Sublease Year ~
Expiration of the Initial Term
$3,894.00
$324,50
Subiect to a possible Minimum Rent abatement if Subtenant performs the Interior Historic Preservation
Improvements (as defined In section 1,2), as more particularly deSCribed In section 2,2,
SUB3.CMP
(ii)
16, PercentaQe Rental (section 2.3);
Six percent (6%) of Gross Sales in excess of the
"Breakpoint," as defined below and in Rider 1
17, "Breakpoinr' (section 2.3; Rider 1):
PERIOO
BREAKPOINT
Rent Commencement Date -
Expiration of the fifth (5th) Sublease
Year
$2.125,033,33 PER SUBLEASE
YEAR
Beginning of the sixth (6th)
Sublease Year-
Expiration of the Initial Term
$2,431,700.00 PER SUBLEASE
YEAR
18, Prepaid Rent (section 2,2);
$11,315,81 (includes sales tax) (due upon execution of
Sublease; to be applied to first full month Minimum Rent
is due)
19, Security Deposit (section 2.7);
20. Cost Pass~ThrouQhs (section
fdl:
N/A
N/A
21, Comprehensive General
liability Insurance (section 6,1):
$2.000,000,00
22. Monthly Promotional Charge
(section 13,1):
NIA
23. Broken.) (.ecllon 14.12):
Mayer Development Group, Inc,
24, Completion Date for Subtenanrs Work
(section 5.1);
CAe Two hundred giil:lfl.,' (1 iQ) seventy (270) days after
the Commencement Date, subiect to section 14.1
25, Trade Name (section 3.1 ):
Fuddruckers Grill & Bar (or Fuddruckers)
SUB3.CMP
(iii)
RIDER NUMBER 1 TO LEASE
dated
,1999
Abkey No, 17, Inc.
OPTION TO RENEW
A. Sublandlord hereby grants Subtenant the option to renew (the "Renewal Option") the Initial Term
(not to include, for purposes of this Rider only, the Renewal Term, as hereinafter defined) for one (1) additional
term of ten (10) years (the "Renewal Term"), commencing as of the date immediately following the expiration of
the Initial Term, such option to be subject to the covenants and conditions hereinafter set forth in this Rider,
B. Subtenant shall give Sublandlord written notice (the "Renewal Notice") of Subtenant's election to
exercise its Renewal Option not later than one hundred eighty (180) days prior to the expiration of the Initial Term
of the Sublease; provided that Subtenant's failure to give the "enewal Notice by said date, whether due to
Subtenant's oversight or failure to cure any existing defaults or otherwise, shalt render the Renewal Option null
and void,
C. Subtenant shall not be permitted to exercise the Renewal Option at any time during which
Subtenant is in default under the Sublease, subject to applicable notice and grace periods (if any), If Subtenant
fails to cure any default under the Sublease prior to the commencement of the Renewal Term, subject 10
applicable notice and grace periods, the Renewal Term shall be immediately canceled, unless Subfandlord elects
to waive such default, and Subtenant shall forthwith deliver possession of the Premises to Sublandlord as of the
expiration or earlier termination of the Initial Term of the Sublease.
D. Subtenant shall be deemed to have accepted the Premises In "as-is" condition as of the
commencement of the Renewal Term, subject to any other repair and maintenance obligations of Sublandlord
under Ihe Sublease, it being understood and agreed that Sublandlord shall have no additional obligation to
renovate or remodel the Premises or the Retail Space as a result of Subtenant's renewal of the Sublease,
E, The covenants and conditions of the Sublease in force during the Initial Term, as the same may
be modified from time to time, shalt continue to be in effect during the Renewal Term, except as follows:
(1) The "Commencement Date" and the "Rent Commencement Date" for the purpose of the
Sublease shalt be the first day of the Renewal Term,
(2) The Minimum Rent for the Renewal Term shall be an amount equal to the greater of (i)
then Fair Market Rental Value of the Premises or (ii) the following:
First Floor Space
PERIOD
ANNUAL MINIMUM RENT
MONTHLY PAYMENT
(PLUS SALES TAX)
Rent Commencement Date -
Expiration of the fifth (5th)
Sublease Year
$153.842.00
$12,820.17
Beginning of the sixth (6th)
Sublease Year-
Expiration of the Renewal Term
$177.510.00
$14.792.50
Second Floor Space
PERIOD
ANNUAL MINIMUM RENT
MONTHLY PAYMENT
(PLUS SALES TAX)
Rent Commencement Date -
Expiration of the fifth (5th)
Sublease Year
$4.543,00
$378.58
Beginning of the sixth (6th)
Sublease Year-
Expiration of the Renewal Term
$5,192.00
$432.67
(3) "Fair Market Rental Value" of the Premises shall be an amount determined by
Sublandlord on the basis of the then-prevailing market rental rate for retail space comparable to the Premises as
SUB3.CMP
-i-
reflected in one or more subleases executed by Sublandlord with new subtenants of the Retail Space within the
~Nelve~month period immediately preceding commencement of the Renewal T~rm, If Sublandlord has not
executed any lease with new subtenants within said twelve-month period, the new prevailing market rental rate
determination shall be based on new leases for premises comparable to the Premises herein, as executed within
said twelve~month period by owners of other comparable retail properties located in Miami Beach, Florida,
Between one (1) year and nine (9) months prior to the Exciration Date of the Initial Term, Subtenant shall
have the n ht to re uesl Sublandlord's determination at the ~alr Mark.el KentaJ Value tor the KenewaJ I erm,
u an or s a notl U enan 0 j s e ermlna Ion no a er an el man s nor 0 e x Ira Ion a e or
the Jnltlal I erm so Ihat Subtenant shall have surtlclent time to decIde whether to elect to renew the Sublease, It
such amounts are qreater than the amounts set torth In subsection ~(~), above, If, deSPite qcod faith neqotlatlon,
SubJandlorCl and Subtenant cannot aqree on the MInimum Rent tor the Kenewal I erm on or before seven (1)
months pnor to the eXPiration date of the Initial I erm, then Within five (tl) buslI'\ess davs, Sublandlord and
Subtenant shall eacn select an Independent dISinterested MAl acpralser, which appraisers shall wlthm five (5)
bUSiness days mutuallv select a third Independent diSinterested MAl appraiser, Sublandlord and Subtenant Shall
then eacn submit tor arDltratlon 10 the third appraiser their respectIve offers ot the ]--alr Market Rental Value or the
Premises, Such third acpralser shall then (Within ten (1U) days) select only the SUOlanalord's or the Subtenant's
offer as lhe Fair Mark.et Kental Value or the Premises, I he deCISion at SUCh third appraIser shall be final and
blndlnQ on the parties and the tees and costs ot such third appraiser shall be borne by the unsuccessful party, At
a minimUm, each at the MAl appraisers shall be dlsmterestea commercial real estate appraisers 10 MJaml4Uade
County expenenced In the commercial leaslnQ tleld. It IS the parties' Intem to complete such arbltratJon process
prior 10 the deadlme for :jubtenant to provide Its Kenewai Notice for the Kenewal J arm, However, the submiSSion
ot such diSPute to such arbitratIon process shall m no event relieve Subtenant at ItS obhqatlon to provide ItS
Kenewal Notice not later than one hunOred elQh!Y (1tiO) days onor to the eXPiration ot the JOltlal ferm of the
Lease, and It the dispute IS not yet resolved, Subtenant must nonetheless elect to exercise Its Henewal OptIon
and be bound by the result at such arbitratIon process, If such dispute IS not Mally resolved as at the
commencement of the Kenawal I arm, then Subtenant shall pay the Minimum Kent lor the Kenewal I arm as
aetermlned by SubJandlord, until such dispute IS Mally resolVed, Should Subtenant ultimately prevail, then
Subtenant shall receive a credit aoalnst Minimum Kent to become due dUrlnq such Kenewal 1 erm, such credit to
be equal to the difference between the Minimum Kent then bemQ paid by Subtenant and the MInimum Rent that
Subtenant would have been paylnq, as determined by such arbitration process,
(4) The Breakpoint for each year of the Renewal Term shall be as follows:
PERIOD
BREAKPOINT
Rent Commencement Date -
Expiration of the fifth (5th) Sublease
Year
$2,639.750,00 PER SUBLEASE
YEAR
Beginning of the sixth (6th)
Sublease Year ~
Expiration of the Renewal Term
$3.045,033.33 PER SUBLEASE
YEAR
(5) Following expiration of the Renewal Term as provided hereln, Subtenant shall have no
further right to renew or extend the Sublease,
F, Subtenant's option to renew the Sublease shall not be transferable by Subtenant, except in
conjunction with a permissible Transfer in accordance with the applicable provisions of the Sublease,
SUB3.CMP
- ii ~
EXHIBIT "A"
legal Description
lots 8, 9, 10, 11, 12 and 13, Block 57. Fisher's First Subdivision of Alton Beach, according to the Plat thereof, as
recorded in Plat Book 2, Page 77 of the Public Records of Miami-Dade County, Florida, together with all of 161h
Street (Avenue "COO), less and except the following described parcel:
BEGINNING at the Southwest corner of Block 54 of said Fisher's First Subdivision of Alton Beach Plat; thence
North BaG 0' 53" East atong the South line of said Block 54, a distance of 443,08 feet, to the Southeast corner of
said Block 54; thence South 070 35' 04" West, a distance of 96,26 feet, to a point of cusp with a tangent curve
concave to the Southwest; thence along the arc of said curve to the left, having a radius of 25,00 feet and a
central angel of 900 00' 00", an arc distance of 39,27 feet, to a point of tangency; thence North 820 24' 52" West, a
distance of 24,75 feet; thence South 880 00' 53" West along a line 8,00 feet North of and parallel with, as
measured at right angles to the North line of Block 57 of said plat, a distance of 382.18 feet to a point on the
Easterly Right-of~Way line of Washington Avenue; thence North 010 59' 11" West along said Easterly Right.of.
Way line, a distance of 62,00 feet to the Southwest comer of said Block 54 and the Point of beginning,
Said lands lying and being in the City of Miami Beach and containing 65,910 square feet (1,5131 Acres) more or
less,
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EXHIBIT "B"
Site Plan of Retail Space and Location of Premises
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EXHIBIT "B-1"
ANCHOR SHOPS ANO GARAGE
Description of Sublandlord's Work
April 9, 1998
Sublandlord will minimally provide the following improvements, consistent with the Project Plans and
Specifications (a copy of which has been provided to Subtenant):
1, Stor.front and Doors
. As shown on Project Plans and Specifications,
Interior at storefront and doors to be finished with standard cofor (not to be modified by Subtenant).
. Entry doors to be provided with hardware (not to modified by Subtenant),
. Rear service door to be provided,
(Storefront sills are excluded,)
2, Ceiling
. Exposed to structure except bathroom,
Ceiling included in bathroom (2'x 2' acoustic tile suspended),
3. Demising Walls (between tenant spaces)
. Metal studs at 3 lIl",
. Drywall with taped seams (UL Assembly U-485),
4. Exterior Walls
. Exposed, unfinished masonry or concrete,
5. Floor Slab
. Concrete slab included as per Project Plans and Specifications,
6. Plumbing
. Includes one ADA compliant bathroom with:
a, Standard lavatory and water closet.
b, VCT flooring,
c, 36" 1 %" dia, grab bar and 42" 1 %" dia. grab bar,
d, Walls to be painted drywall,
e. Accessories (mirror, paper dispenser. soap dispenser),
. Cold water domestic service (%" line),
. Grease waste connection (except spaces along 16th Street),
. Condensate drainage (1 X" line),
. Natural gas service (except spaces along 16th Street),
7. ' Electrical
. For typical space, includes electric service as follows:
Food service tenant
a, Four 3/0 CU In 2"C.
b, One 200 amp fusible disconnect switch with fuses 600 volt
c. Four "Polaris" gutter taps (UL listed),
d. One sq, "0" NEHB 277/489 volt., 42 pole panel 225A.
e. One sq. "0" NQOO 120/208 volt. MCB 225A panel,
f, One 75 'rNA transformer 480 to 120/208 ....olt
g, Greenfiefd- 1 ~ X" + 2" with feeders to transformer,
h, Grounding conductor (transformer to C'J\IP),
j, Nipples, lockouts, and fasteners at meter room,
Dry goods tenant
a, Four #3/0 CU in 2"C,
b. One 100 amp fusible disconnect switch with fuses 600 ....olt.
c, Same as abo....e,
d, Use 100 amp panel M,L.Q,
e, Use 100 amp panel M.C.B,
f, Use 30 t<:VA transformer,
g, Use all 1. X",
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h, Same as "h" above,
I, Same as "i" above,
. Lighting is excluded,
. Exit signs are included,
8, Mechanical
. Bathroom exhaust as per Project Plans and Specifications,
Air conditioning system (either split OX or package system with delermination dependent upon lenant
space and as per Project Plans and Specifications) based upon one Ion cooling per 300 sq, ft" based
upon the following criteria (with Trane or equivalent assumed):
a, Split OX Unit Eauipment
1, Air handling units shall be fully insulated draw through type, with direct drive blower and
fitter rack,
2, Air handlers shalf match characteristics and capacities specified on schedules and shalt
be provided with 1" throwaway filters,
3, Air cooled condensing units shall be of weatherproof conslruction, with galvanized steel
cabinets, hermetic compressor, Internal high temperature motor overload protection, and
high efficiency design. Units shall be supplied with sufficient refrigerant charge for a
complete functional system.
4, The system shall be provided with the following:
- Liquid line filter-dryer sight glass and solenoid valve,
_ Short cycle protection circuit for compressor,
- Disconnect switch,
. Proper vibration isolation as per plans or manufacturer's recommendations.
_ Proper size refrigerant piping as per manufacturer's recommendations to provide listed
total and sensible MBH,
_ Condensate drains with trap as per plans,
~ %" thick armanex fire retardant piping insulation on AlC condensate lines and %" thick
on refrigerant suction lines (paint white when exposed to sun light),
~ Service valves on suction and liquid lines,
b, Rooftop Packaae EQuipment
1, Combination heating and cooling rooftop units shall be completely factory assembled as a
unitary package consisting of electric cooling section, electrical heating section, air
handling-filtering section and complete controls section. Cabinet shall be of galvanized
weatherproof construction with noor providing backup protection to prevent water
leakage, Service access panels shall be furnished as standard to allow service and
inspection of internal components,
2, Cooling section shall be equipped with refrigerant circuits with multistage compressors
and crankcase heaters, The refrigeration system shall be factory charged, providing
stage cooling capacity, Minimum compressor protection shall include high pressure
control, low pressure control and antlcycle control.
3, The electrical heating section shall be of heavy duty nickel-chromium elements with
automatic reset high limit control and unitary control processor staging, Electric heating
modules shall be UL listed,
4, Each unit shall have permanently lubricated motors with multiple blade fans, Motors shall
be equipped with overload protection and shall be mounted on removable panels for easy
access, Condenser air shall discharge vertically,
5, Provide 2" thick throwaway type air filters,
6, Include automatic fan shutdown control installed in RiA section of units,
Excluded is any distribution (Le" ductwork)
9, Fire Sprinklers
Lines and heads as required by code, with layout as per Project Plans and Specifications, (Changes,
if any, are Subtenanrs obligation,)
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10. Extertor Awnings
. Per Project Plans and Specifications, (Not to be modified by Subtenant.)
11. Exterior Signs
. As per Signage Guidelines established by Sublandlord,
. Electrical Junction box provided within storefront, to provide power with conduit from exterior box to
interior of Subtenant space,
Sublandlord reserves the right to modify its Project Plans and Specifications in response to building code
requirements and/or construction conditions,
Subtenant is to assume full responsibility for any/or utility impact fees, connection fees/charges and/or deposits as
may be required in connection with Subtenant's Work.
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iii
EXHIBIT "B-2"
Description of the Facade Improvements
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THIS SUBLEASE (the "Sublease"), dated the _ day of , 1999, is made between
MB REDEVELOPMENT, INC" ~ Florida corporation (the "Subland!ord"), and, ASKEY NO. 17, INC., a Florida
corporation d/b/a Fuddruckers Grill & Bar (or Fuddruckers) (the "Subtenant"),
RECITALS:
A Miami Beach Redevelopment Agency, a public body corpo'rate and politic (the "Agency"), and
Sublandlord have entered into that certain Garage Easement Agreement, dated as of September 20, 1996
(the "Garage Easement Agreement"), recorded in Official Records Sook 17362, at Page 130, of the Public
Records of Miami-Dade County, Florida, pursuant to which the Agency has granted certain rights and easements
to Sublandloram connection with that certain facility (the "Facility") containing a municipal parking garage and
appurtenances containing approximately eight hundred (800) parking spaces (the "Garage") and certain retail space
(the "Retail Space") located in an area bounded by Washington and Collins Avenues in the proximity of 16th Street,
City of Miami Beach, Miami-Dade County, Florida, as more particularly described in Exhibit "A," attached hereto and
made a part hereof (the "land"), The Agency is the fee simple owner of the land and (upon completion) the Facility.
B, In accordance with the Garage Easement Agreement, the Agency and SublandJord have entered
into thai certain Retail Space Master lease, dated as of September 20, 1996 (the "Master Lease"), pursuant to
which the Agency and Sublandlord have agreed that Sublandlord shall operate and manage the Retail Space on
behalf of the Agency,
C. Sublandlord and Subtenant desire to enter into this Sublease for a portion of the Retail Space, on
the terms and conditions hereinafter set forth,
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sub landlord and
Subtenant hereby agree as follows:
ARTICLE I. TERM.
1,1 Grant; Initial Term, In consideration of the periormance by Subtenant of its obligations under this
Sublease, Sublandlord leases to Subtenant, and Subtenant leases from Sublandrord, for the Initial Term, the
"Premises," A site plan showing the location of the Retail Space within the Facility, as well as the location of the
Premises within the Retail Space, is attached hereto and made a part hereof as Exhibit "B." The gross rentable
area of the Premises and Retail Space shown on the Sublease Summary do not represent accurate
measurements of the square footage contained in the Premises or the Retail Space, but are mere estimates,
The "Initial Term" of the Sublease is the period from the Commencement Date as specified in the
Sublease Summary, through the Expiration Date, as specified in the Sublease Summary, "Term" means the Initial
Term and any renewals or extensions thereof,
1,2, SubJandlord's Work. Subtenant acknowledges and agrees that it is accepting possession of the
Premises in as-is condition and that, except as otherwise expressly hereinafter set forth, Sublandlord andlor the
Agency have no obligation 10 furnish, render, or supply any money, work, labor, material, fixtures, equipment, or
decorations with respect to the Premises, Sublandlord has caused or will cause the completion by the Aqency of
the shell improvements to the Retail Space as more particularly described on Exhibit "B-1," attached hereto and
made a part hereof (the "Shell Improvements") pursuant to plans and specifications therefor prepared by
SublandJord's architect and engineer (the "Project Plans and Specifications") and made available to Subtenant
prior to the date hereof, SubJandlord has caused or will cause the completion by the Agency of the historic
building facade improvements as more particularly described on Exhibit "B~2," attached hereto and made a part
hereof (the "Facade Improvements"), and the interior historic preservation buildinq improvements as more
particularlY described on Exhibit "B~3," attached hereto and made a part hereof (the "Intenor Hlstonc Preservation
Improvements '), Sub landlord reserves the right to modify the plans and speclflcatlons tor the ::ihelllmprovements
'7""'~~ t"~ L"'~:Jg9 , the Facade Improvements, and/or the Inlerior Historic Preservation Improvements in
response to building code reqUIrements and/or construction conditions, Subtenant IS responsible for any and all
utility impact fees and connection fees, charges, and/or deposits as may be required, in connection with
Subtenant's Work,
Within five (5) business days following the Commencement Date, the parties shall schedule a
meeting to jointly inspect the Shell Improvements in order to prepare a punch list identifying any contended defects
in the Shell Improvements, Sut.landlord shall use commercially reasonable efforts to cause all punchllst items to
be completed within forty-five (45) days after the parties have finalized the punchlist.
Notwithstanding the foregoing, if the Agency has not compteted the Interior Historic Preservation
Improvements Within nlnelY (90) days atter the Commencement Dale, ::iubtenant may, at Its optIon, cause Ihe
completion of the Intenor Histone Preservat10n Improvements pnor to the CompletIon Date for Subtenant's WorK
set torth In Item 24 of the Sublease Summary, If Subtenant completes the Intenor Histone Preservation
Improvements, then ::iubtenant shall receive the abatement of Minimum Kent described In secllon 2.2 of thiS
Sublease,
Within five (5) business days followinq the date the Agency completes the Facade Improvements and, if
the AQency completes the Intenor Hlstonc PreservatIon Improvements, WIthin fIve (0) bUSiness days at such
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completion date, the parties shall schedule a meetinq to jointly inspect the Facade Improvements and/or lnterior
HIstone PreservatIon Improvements In order to prepare a punch list Identl!YJ.!:lq any contended defects In the
Facade Improvements and/or the Intenor HIstOriC Preservation Improvements. Subland!ord shall use
commercially reasonable efforts to cause all punch list Items to be completed Within forty.tlve (4:') da~ffer1f1e
parties have finalized the punchhst.
1,3 Condition Precedent. This Sublease, and the obligations of the parties hereunder, are expressly
made subject to the satisfaction, within the time period set forth below, of the following condition precedent:
Subtenant shall be in a position to have the City of Miami Beach issue a building permit for the
Premises within one hundred t"'QRr; (110) fifty (150) days after the date of this Sublease,
The permit process shall be at Subtenant's expense, and Sublandlord. at Subtenant's expense. shall
cooperate with Subtenant in order to facilitate such process, Subtenant shall diligently pursue such process using
its best efforts. If the condition precedent set forth above has not been duly and timely satisfied as provided
above, then either party may terminate this Sublease by written notice to the other delivered within ten (10) days
after the expiration of such ninety (gO) day period, whereupon Sublandlord shall return the prepaid rent to
Subtenant, and both parties shall be relieved of all further obligations under this Sublease
ARTICLE II. RENT.
2,1 Covenant to Pay, Subtenant shall pay to Sublandlord all sums due hereunder from time to time
from the Rent Commencement Dale without prior demand, together with all applicable Florida sales tax thereon;
however, unless otherwise provided in this Sublease, payments other than Subtenant's regular monthly payments
of Minimum Rent shall be payable by Subtenant to Sublandtord within ten (10) business days following demand,
All rent or other charges that are required to be paid by Subtenant to Sublandlord shall be payable at
Sublandlord's address indicated on the Sublease Summary, Minimum Rent and additional rent (whiCh is all sums
payable to Sublandlord other than Minimum Rent) for any "Sublease Year" consisting of less than twelve (12)
months shall be prorated on a per diem basis, based upon a period of 365 days, "Sublease Year" means the
twelve (12) full calendar months commencing on the Rent Commencement Date, subject to adjustment based on
the date Subtenant actually opens for business. as described in item 13 of the Sublease 5ummary, However, the
final Sublease Year may contain less than twelve (12) months due to expiration or sooner termination of the Term,
Subtenant agrees that its covenant to pay rent and all other sums under this Sublease is an independent covenant
and that all such amounts are payable without counterclaim, set-off, deduction, abatement, or reduction
whatsoever, except as expressly provided for in this Sublease, Rent shall mean the Minimum Rent and all other
sums due and payable by Subtenant under the Sublease, including, but not limited to. any Percentage RentaL
For purposes of the Sublease. all sums due from Subtenant shall be deemed to be "rent" whether or not
specifically designated as such,
2,2 Minimum Rent. Subject to any escalation which may be provided for in the Sublease Summary or
Rider Number One, as applicable, Subtenant shall pay Minimum Rent for the Term in the amount specified in the
Sublease Summary and Rider Number One, which, except for the first installment, shall be payable throughout the
Term in equal monthly installments in advance on the first day of each calendar month of each year of the Term.
such monthly installments to be in the amounts (subject to escalation) specified in the Sublease Summary and
Rider Number One, The first monthly installment of Minimum Rent shall be due on the date of this Sublease. The
Minimum Rent described above shall be adjusted during the Term of this Sublease as provided in the Sublease
Summary and Rider Number One.
Notwithstandinq the foreqoinq, if Subtenant completes the Interior Historic Preservation
Improvements as deSCribed above, then, commenclOQ on the later of (a) the Hent Commencement Date or (b) the
first day of the calendar month Immediately followlnQ the date that 5ubtenant completes the Intenor Hlstonc
Preservation Improvements. MInimum Hent shall be abated In the amount of the actual costs Incurred by
5ubtenant for the Intenor HistOriC Preservation Improvements (as opposed to 5ublenant's speCifiC leasehold
Improvements), 5uch abatement shall be prorated over a SIX (6) month penod so that the MInimum Kent
abatement Will be fully amortIzed In equal monthly amounts over such SIX (6) month period, Upon 5ubstantlsl
Completion (as heremafter detlned) of the Intenor HistOriC Preservation Improvements. 5ubtenant shall certify to
5ub!andlord the actual amount Incurred by Subtenant for the Interior Histone PreservatIon Improvements,
However, In no event shall the MInimum Kent abatement exceed a total of Sixty-I hree 1 housand Seven Hundred
I-ltty.Une and U:l/1UU ($63.1:'1,02) Uollars (Which equals SIX (o) monthS' of MInimum Hent payable dunnq the first
~ublease Year), Sublandlord and Subtenant sl1all execute an amendment to thIS Sublease 10 order to contlrm the
exact amount oT tl1;: ~.11n1mum [{ent abatement.
2,3, Percentaqe Rental.
(a) In addition to the Minimum Rent, Subtenant shall pay to Sublandtord for each Sublease Year
during the Term of this Sublease, as percentage rental (Percentage Rental"), a sum equivalent to the product of
(i) the amount, if any, by which the Gross Sales, as hereinafter defined, exceeds the Breakpoint set forth in
item 17 of the Sublease Summary or Rider Number One, as applicable, and (Ii) the percentage of Gross Sales set
forth in item 16 of the Sublease Summarj, Percentage Rental shall be paid in monthly installments as follows:
From and after the date of each Sublease Year that the Breakpoint is reached, then, on or before the tenth (10th)
day of each month or portion thereat during the Term, Subtenant shall pay to Sublandlord a sum of money equal
to the product of the Percentage Rental rate set forth in the Sublease Summary multiplied by the total Gross Sales
SUB3.CMP
2
made in or from the Premises during the preceding calendar month, If the total of the payments of Percentage
Rental for any Sublease Year is not equal to the annual Percentage Rental computed on the amount of Gross
Sales for such Sublease Year in accordance with the specified rate or rates, then Subtenant shall pay to
Sublandlord any deficiency or Sublandlord shall refund to Subtenant any overpayment, as the case may be, within
thirty (30) days after the end of such Sublease Year. In no event shall the rent to be paid by Subtenant and
retained by SubJandlord for any Sublease Year be less than the annual Mjnim~m Rent herein specified,
(b) The term "Gross Sales" as used herein shall be construed to include Ihe entire amount of
the sales price, whether for cash or otherwise, of all sales of food, beverages (both alcoholic and non-alcoholic),
merchandise (including gift and merchandise certificates), services, and other receipts and charges whatsoever of
all business conducted (including, without limitation, interest, time price differential, finance charges, service
charges, credit, and ray-away sales) in or from the Premises, including mail or telephone orders received or filled
at the Premises, deposits not refunded to purchasers, orders taken (although said orders may be filled
elsewhere), sales to employees, sales through vending machines, amusement machines, or other devices
(including, without limitation, sales of lottery tickets), sales by any sublessee, concessionaire, or licensee or
otherwise in the Premises and any items leased or licensed by Subtenant. Each sale upon installment or credit
shall be treated as a sale for the full price in the month during which such sale was made, irrespective of the time
when Subtenant receives payment from its customer, No deduction shall be anowed for uncollected or
uncollectible credit accounts, Gross Sales shall not include, however, merchandise used or donated for
advertising purposes, charitable gifts of merchandise, any sums collected and paid out for any sales or direct
excise tax imposed by any duly constituted governmental authority, nor shall it include the exchange of
merchandise between the stores of Subtenant, if any, where such exchanges are made solely for the convenient
operation of the business of Subtenant and not for the purpose of consummating a sale which has theretofore
been made in or from the Premises and/or for the purpose of depriving Sublandlord of the benefit of a sale which
otherwise would be made in or from the Premises, nor the amount of returns to shippers or manufacturers, nor the
amount of any cash or credit refund made upon any sale where the merchandise sold, or some part thereof, is
thereafter returned by purchaser and accepted by Subtenant, nor sales of Subtenant's fixtures, nor the discounted
portion of sales to Subtenant's employees.
(c) For the purpose of computing the amount of Subtenant's liability under Article IX of this
Sublease for Percentage Rental after default, the periodic Percentage Rental for which Subtenant shalt be liable
after termination of Subtenant's right to possession shall be the total of all the amounts Subtenant was obligated to
pay as Percentage Rental during the entire period before such termination divided by the number of Percentage
Rental payment periods in such entire time, Subtenant shall also pay a pro rata part of such periodic Percentage
Rental based upon the length of time between the previous payment of Percentage Rental and the date of
termination, and upon such termination, Subtenant wilt be obligated to submit to Sublandford a statement
accurately showing Gross Sales made since submission 01 its last previous statement, together with such
additional supporting financial records as Sublandlord may require, The provisions of this section, relating 10
Percentage Rental, if any, payable by Subtenant hereunder are included solely for the purpose of providing for the
payment of rental in excess of the Minimum Rent and providing for a method whereby such additional rental is to
be measured, ascertained, and paid, and shall be cumulative with and not in limitation of all other remedies
provided for Sublandlord in this Sublease.
(d) On or before the fifteenth (15th) day of each month or portion thereof during the Term,
Subtenant shaH prepare and deliver to Sublandlord at the place designated by Sublandrord a statement of Gross
Sales made during the immediately prior calendar month, certified to be correct by a duly authorized officer of
Subtenant. In addition, within ninety (SO) days after the expiration of each calendar year and within ninety (90)
days after termination of this Sublease, if this Sublease should not terminate at the end of a calendar year,
Subtenant shall prepare and deliver to Sublandlord at the place designated by Sublandlord a statement of Gross
Sales during the preceding calendar year (or partial calendar year), prepared by an independent certified public
accountant in accordance with generally accepted accounting principles, consistently applied, and certified to be
correct by a duly authorized officer of Subtenant. Subtenant shall furnish similar statements for its licensees,
concessionaires, and subtenants, if any, All such statements shall be in such form as Sublandlord may require
and sh;;ill be accompanied by copies of Subtenant's Florida sales tax reports and cash register tapes or point-of-
sale computer printouts showing sales receipts, If any such certified statement discloses error in the calculation of
the Percentage Rental for any period, appropriate adjustment of the Percentage Rental shall be made, subject,
however, to Sublandlord's rights under subsection (f), below,
(e) Subtenant shall keep in the Premises, or at Subtenant's address set forth in item 5 of the
Sublease Summary, a permanent. accurate set of books and records 01 all sales of merchandise and revenue
derived from business conducted in the Premises, and all supporting records such as tax reports, banking
records, either cash register tapes or point-of-sale computer printouts showing sales receipts, sales slips, and
other sales records, Subtenant shall use a cumulative, nonresettable cash register system for the transaction of
business in the Premises, All such books and records shall be retained and preserved for at feast thirty-six (36)
months after the end of the calendar year to which they relate, and shall be subject to inspection and audit by
Sublandlord and its agents at all reasonable times during regular business hours and no more than three (3) times
per year, Sublandlord shall have the right to disclose information regarding Subtenant's financial condition and
Gross Sales to parties having an interest or prospective interest in purchasing or making a loan with respect to the
Premises, Subtenant's obligation to maintain books and records shall survive the expiration or any termination of
the Sublease,
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3
(f) If Sublandlord is not satisfied with any monthly statement or certified annual statement of
Gross Sales submitted by Subtenant, Sublandlord shall have the right (upon ten (10) days' written notice to
Subtenant of such dissatisfaction) to have its auditors make a special audit of all books and records, wherever
located, pertaining to sales made in or from the Premises during the period in question. During such ten (10) day
period, the parties shall work together to achieve a satisfactory resolution of the discrepancy, failing which
Sublandlord may conduct such audit. If such statements are found to be incorrect to an extent of more Ihan
three (3%) percent over the figures submitted by Subtenant, Subtenant shalf pay for such audit. Within ten (10)
days following Sublandlord's notice of any deficiency in Subtenant's payment of Percentage Rental, as
established by Sublandlord's audit, Subtenant shall promptly pay to Sublandlord an amount equal to the product of
1,25 times such deficiency, Should Sublandlord's audit indicate an overpayment of Percentage Rental,
Sublandlord shail promptly refund to Subtenant the full amount of such overpayment.
2,4 OperatinQ Costs; Taxes, Intentionally Omitted,
2,5 Payment of Personal Property Taxes; Sales Tax Reports, Subtenant shall pay, when due, all
taxes attributable to the personal property, trade fixtures, business, occupancy, or sales of Subtenant or any other
occupant of the Premises and to the use of the Retail Space by Subtenant or such other occupant. Subtenant
shall provide Sublandlord with copies of Subtenant's sales tax reports provided to the State of Florida, as and
when such reports are provided to the State, Sublandford shall have the right to disclose such reports to the
Agency, current or prospective lenders or purchasers (and their representatives), Sublandlord's parent company
and affiliates, and as required by law,
~
2,6 Rent Past Due. If any payment due from Subtenant shall be overdue more than five (5) days after
written notice, a late charge of five (5%) percent of the delinquent sum may be charged by Sublandlord. If any
payment due from Subtenant shall remain overdue for more than fifteen (15) days after the initial notice, an
additional late Charge in an amount equal to the lesser of the highest rate permitted by law or one and one-
half (1 1/2%) percent per month (eighteen (18%) percent per annum) of the delinquent amount may be charged by
Sublandlord, such charge to be computed for the entire period for which the amount is overdue and which shall be
in addition to and not in lieu of the five (5%) percent late charge or any other remedy available to Subfandlord.
2.7 Security Deposit. Intentionally Omitted,
2,8 Sublandlord's lien, Nothing contained in this Sublease shall be deemed to waive any statutory
lien rights available to Sublandlord. However, Sublandlord agrees to subordinate its statutory lien to a bona fide
institutional lender providing acquisition financing or lease financing for Tenant's furniture, fixtures, and equipment.
so that Sublandlord will have a second lien on such furniture, fixtures, and equipment.
ARTICLE III. USE OF PREMISES,
3,1 Permitted Use, The Premises shall be used and occupied only for the purpose as specified in
item 12 of the Sublease Summary; provided however, Subtenant may use the Premises for a different first-class
restaurant, subject to the Sublandlord's prior written consent, which consent shall not be unreasonably withheld or
delayed, The .business of Subtenant in the Premises shall be carried on under the name specified in the Sublease
Summary and under no other name unless approved by Sublandlord in writing, which approval shall not be
unreasonably withheld or delayed. Subtenant shall carry on its business on the Premises in a reputable manner
and shall not do, omit, permit, or suffer to be done or exist upon the Premises anything which shall result in a
nuisance, hazard, or bring about a breach of any provision of this Sublease or any applicable municipal or other
governmental law or regulation. Subtenant shall observe all reasonable rules and regulations established by
Sublandlord from time to time for the Retail Space provided that any new rules or amendments to the existing
rules and regulations shall not materially adversely impair Subtenant's rights under this Sublease and shall not be
applied in a discriminatory manner as to Subtenant. The rules and regulations in effect as of the date hereof are
attached to and made a part of this Sublease as Exhibit "C." Sublandlord will provide a copy of any new rules or
amendments to the rules and regulations at least seven (7) days prior to the effective date of any such new rutes
or amendments, Subtenant shall display such name as Sublandlord may from time to time designate for the
Retail Space in its stationery used upon the Premises, and in material which is given, visible. or available to
customers of Subtenant. Subtenant shall promote such name in any advertisements or promotional material
published or initiated by Subtenant in regard to its business from the Premises. The names for the Retail Space
and the project of which the Retail Space is a part, which Subtandlord may from time to time adopt, and every
name or mark adopted by Sublandlord in connection with the RetaH Space shall be used by Subtenant only in
association with the business carried on in the Premises during the Term and Subtenant's use thereof shall be
subject to such reasonable regulation as Sublandlord may from time to time impose,
Subtenant shall operate its business in accordance with the same standards as other Fuddruckers
restaurants located in Miami-Dade County, Florida with respect to the quality of food, quality of service and the
like, including, without limitation, that Subtenant shall use flatware with respect to on-Premises consumption
(Subtenant being expressly prohibited from using paper or plastic plates or utensils with respect to on-Premises
consumption, but being expressly permitted 10 use paper or plastic plates or utensils with respect to off-Premises
consumption),
3,2 Compliance with Laws, The Premises shall be used and occupied in a safe, careful, and proper
manner so as not to contravene any present or future laws, rules, regulations, constitutions, orders, ordinances,
SUB3.CMP
4
charters, statutes, codes, executive orders, and requirements of all govemmental authorities having jurisdiction over
the Premises or any street: roa~, ave~ue, o~ side~al~ c?mprising a part of, or lying in front of, the Premises or any
vault In or under the PremIses (Including, without llmltatJon. any of the foregoing relatmg to handicapped access or
parking. the local building codes, and the laws, rules, regulations, orders, ordinances, statutes, codes. and
requirements of any applicable Fire Rating Bureau or other body exercising similar functions), the temporary and/or
pennanent certificate or certificates of occupancy issued for the Premises as then in force, and any and all provisions
and requirements of any property, casualty, or other insurance policy required to be carried by Subtenant under this
Sublease, If due to Subtenant's use of the Premises, repairs, improvements, or alterations are necessary to
comply with any of the foregoing, Subtenant shall pay the entire cost thereof,
3,3 Signs, Subtenant, at Subtenant's expense, shaH erect and maintain identification signage upon
the storefront of the Premises, The design and specification of such signage shall be subject to Sublandlord's
sign criteria as adopted from time to time and such design and specification (including camera-ready artwork)
shall be submitted for Sublandlord's prior approval, which shall not be unreasonably witnheJd or delayed if in
compliance with Sublandlord's signage criteria, Except with the prior written consent of Sublandlord, which shall
not be unreasonably withheld or delayed, Subtenant shall not erect, install, display, inscribe, paint, or affix any
signs, lettering, or advertising medium upon or above any exterior portion of the Premises or in or on Subtenant's
storefront or storefront window, Sublandlord's signage criteria is attached hereto and made a part hereof as
Exnibit "E," The approved schematic for Subtenant's exterior signage is attached hereto and made a part hereof
as Exhibit"E-1," The approved location of Subtenant's exterior signage is shown on Exhibit "E~2," attached
hereto and made a part hereof,
3,4 Environmental Provisions,
(a) Subtenant shall not knowingly incorporate into, use, or otherwise place or dispose of at
the Premises or in the Retail Space (or allow others to incorporate into, use, or otherwise place or dispose of at
the Premises or in the Retail Space) any Hazardous Materials, as hereinafter defined, unless (i) such Hazardous
Materials are for use in the ordinary course of business (Le" as with office or cleaning supplies), (ii) notice of and
a copy ot the current material safety data sheet is provided to Sublandlord for each such Hazardous Material
(except for Hazardous Materials used by Subtenant in the ordinary course of business (i.e., as with office or
cleaning supplies)), and (Iii) such materials are handled and disposed of in accordance with all applicable
governmental laws, rules, and regulations, If Sublandlord or Subtenant ever has knowledge of the presence in the
Premises or the Retail Space of Hazardous Materials which affect the Premises, such party shall notify Ihe other
thereof in writing promptly atter obtaining such knowledge, For purposes of this Sublease, "Hazardous Materials"
shall mean: (a) petroleum and its constituents; (b) radon gas, asbestos in any fonn which is or could become friable.
urea fonnaldehyde foam insulation, transformers or other equipment which contain dielectric fluid containing levels of
polychlOrinated biphenyls in excess of federal, state or local safety guidelines, whichever are more stringent; (c) any
substance, gas, material or chemical which is or may hereafter be defined as or included in the definition of
"hazardous substances," "hazardous materials," "hazardous wastes," "pollutants or contaminants," "solid wastes." or
words of similar import under any applicable governmental laws, rules, and regulations including, but not limited to,
the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U,S,C, 9 9061 et
~; the Hazardous Materials Transportation Act, as amended, 49 U.S,C, 9 1801. ~ ~; the Resource
Conservation and Recovery Act, as amended, 42 U,$,C, 9 6901, ~~; the Federal Water Pollution Control Act, as
amended, 33 U,$,C, 91251. ~ ~; and Florida Statutes, Chapters 376 and 403; and (d) any other chemical.
material, gas, or substance, the exposure to or release of which is regulated by any governmental or quasi-
governmental entity having jurisdiction over the Retail Space or the operations thereon,
(b) If Subtenant or its employees, agents, or contractors shall ever violate the provisions of
subsection (a), above, then Subtenant shall clean-up, remove, and dispose of the Hazardous Material causing the
violation, in compliance with all applicable governmental standards, laws, rules, and regulations and repair any
damage to the Premises or Retail Space within such period of time as may be reasonable under the
circumstances after written notice by Sublandlord, provided that such work shall commence not later than
thirty (30) days from such notice and be diligently and continuously carried to completion by Subtenant or
Subtenant's designated contractors, Subtenant shall notify Sublandlord of its method, time, and procedure for any
clean-up or removal of Hazardous Materials under this provision; and Sublandlord shall have the right to require
reasonable changes in such method, time. or procedure or to require the same to be done after normal business
hours or when the Retail Space is otherwise closed (Le" holidays) if reasonably required for the protection of
other tenants or occupants of the Retail Space,
(c) Subtenant agrees to defend, indemnify, and hold harmless Sublandlord, the Agency, and
the City of Miami Beach (the "City") against any and all c1~ims, costs, expen!'lf!s, damages, liability, and the like,
which Sublandlord may hereafter be liable for, suffer, incur, or pay arising under any applicable environmental
laws, rules, and regulations and resulting from or arising out of any breach of the covenants contained in this
section 3.4. or out of any act, activity, or violation of any applicable environmental laws. rules, and regulations on
the part of Subtenant, its agents, employees, or assigns, Subtenant's liability under this section 3.4 shall survive
the expiration or any termination of this Sublease,
3.5 Hours; Continued Occupancy. During the Term, Subtenant shall conduct its business in the
Premises on all days and during all hours established by Subtenant in its reasonable judgment in order to
maximize sales from the Premises, at Subtenant's sole expense. Subtenant shall open the whole of the Premises
for business to the public, fully fixtured, stocked, and staffed on the Completion Date set forth in item 24 of the
Sublease Summary, subject to section 14,1, and shall continuously, actively, and diligently carry on the business
SUB3.CMP
5
specified in section 3,1 on the whole of the Premises during the Term, during such hours and upon such days as
are herein required, excepl when prevented from doing so by force majeure (as that term is described in section
14,1), Subtenant shall have the right to close the Premises for remodeling one time every three (3) years, for no
more than thirty consecutive (30) days, Subtenant acknowledges that its continued occupancy of the Premises
and the regular conduct of its business therein are of utmost importance to neighboring tenants and to
Sublandlord in the renting of space in the Retail Space, the renewal of other leases therein, the efficient and
economic supply of services and utilities, Subtenant acknowledges that Subiandlord is executing this Sublease in
reliance thereupon and that the same is a material element inducing Sublandlord to execute this Sublease.
Subtenant shall not keep or display any mercl'1andise on or otherwise obstruct the common areas and shall not
sell, advertise, conduct, or solicit business anywhere within the Retail Space other than in the Premises,
Subtenant shall ship and receive supplies, fixtures, equipment, furnishings, wares, and merchandise only through
the appropriate service and delivery facilities provided by Sublandlord; and shall not park its trucks or other
delivery vehicles or allow suppliers or others making deliveries to or receiving shipments from the Premises to
park in the parking areas, except in those parts thereof as may from time to time be allocated by Sublandlord for
such purpose, Subtenant shall maintain available a substantial stock of goods, wares, and merchandise adequate
to ensure successful operation of Subtenanrs business, and shall employ and maintain sales and other personnel
sufficient at all times for proper service to customers, In recognition of Subtenant's monetary contribution to
Sublandlord (in the form of rent) and Subtenant's general contribution to commerce within the Retail Space (also
important in Sublandlord's determination to execute this Sublease with Subtenant), Subtenant agrees that during
the Term neither Subtenant, or any guarantor or affiliate, parent, or subsidiary of Subtenant will own, lease, or
operate another store, department within a slore, or any structure or site for retail business conducting the same
business as described in item 12 of the Sublease Summary within three (3) miles of any point in the Retail Space.
3,6 Prohibited Uses, Notwithstanding any other provisions of this Sublease, Subtenant shall not use
the Premises nor permit them to be used for any of the following purposes: (A) for the sale by Subtenant, as its
principal business purpose, of any merchandise which Subtenant, in the course of its normal business practice,
purchases at manufacturers' clearances or purchases of ends-of.runs, bankruptcy stock, seconds, or other similar
merchandise; (8) for the sale of second-hand goods, war surplus articles, insurance salvage stock, fire sale stock,
merchandise damaged by or held out to be damaged by fire, except merchandise damaged by fire or smoke
occurring in the Retail Space, and then only for thirty (30) days after the date of any such damage; (e) as an
auction or flea market; (D) for a bankruptcy sale or going-out-of-business sale or liquidation sale or any similar
sale, unless Subtenant is in fact in bankruptcy or is going out of business or is in liquidation, in which case such
sale shall not continue beyond thirty (30) days; (E) a business primarily used for an order office, mail order office,
or catalogue store; or (F) any business in which Subtenant is engaged in intentionally deceptive or fraudulent
advertising or selling practices or any other act or business practice contrary to honest retail practices,
3,7 Exclusive Use, Sublandlord covenants thai, so long as Subtenant is in actual occupancy of the
Premises and using the Premises for the permitted use set forth in the Sublease Summary, Sublandlord will not
enter into any leases for space in all or any portion of the Retail Space with persons or entities whose primary
business at the Retail Space would be as a hamburger "themed" restaurant.
3,8 Approved Menu, The approved menu for the Premises (including a breakfast menu) is attached
hereto and made a part hereof as Exhibit "F," No substantial and material changes shall be made to such
approved menu or to any of the services provided by Subtenant at the Premises without the prior written consent
of the Subtenant's franchisor and Sublandlord, which consent shall not be unreasonably withheld or delayed,
ARTICLE IV, ACCESS AND ENTRY,
4,1 RiQht of Examination, Sublandlord or the Agency shall be entitled at all reasonable limes and
upon reasonable notice (but no notice is required in emergencies) to enter the Premises to examine them; to
make such repairs, alterations, or improvements thereto as SubJandlord or the Agency considers necessary or
reasonably desirable; to have access to underfloor facilities and access panels to mechanical shafts and to check,
calibrate, adjust, and balance controls and other parts of the heating, air conditioning, ventilating, and climate
control systems, Sub landlord reserves to itself (and others acting on behalf of Sublandlord including, without
limitation, the Agency) the right to install, maintain, use, and repair pipes, ducts, conduits, vents, wires, and other
installations leading in, through, over, or under the Premises and for this purpose, Sublandlord may take all
material into and upon the Premises which is required therefor, Subtenant shall not unduly obstruct any pipes,
conduits, or mechanical or other electrical equipment so as to prevent reasonable access thereto, Sublandlord
reserves the right to use all exterior walls and roof area. Sublandlord shall exercise its rights under this section, to
the extent possible in the circumstances, in such manner so as to minimize interference with Subtenant's use and
enjoyment of the Premises,
4.2 RiQht to Show Premises, Sublandlord and its agents have the right to enter the Premises at all
reasonable times and upon reasonable notice to show them to prospective purchasers, Jenders, or anyone having
a prospective interest in the Retail Space, and, during the last six (6) months of the Initial Term (or the last six (6)
months of any renewal term if thi's Sublease is renewed), to show them to prospective tenants. Sublandlord shall
exercise its rights under this section, to the extent possible in the circumstances, in such manner so as to
minimize interference with Subtenant's use and enjoyment of the Premises,
ARTICLE V. INITIAL CONSTRUCTION; MAINTENANCE, REPAIRS, AND ALTERATIONS
5.1.
Subtenant's Construction Obligations,
SUB3.CMP
6
(a) Subject to the provisions hereof, Subtenant shall, at its expense, cause the construction
and installation of all improvements to the Premises in accordance with Subtenant's Plans, as hereinafter defined,
and as necessary to permit Subtenant to occupy same and conduct normal business operations (such
improvements being referred to herein as "Subtenant's Work"),
(b) Attached hereto as Exhibit "G" is a preliminary scheaule of finishes and conceptual plan
for the Premises which has been approved by Sublandlord,
(c) Within thirty (30) days after the date of the Sublease, Subtenant, at Subtenant's expense,
agrees to furnish to Sublandlord a set of schemalic drawings (including an initial space plan), which shall also
include as an attachment a schedule of finishes and Subtenant's proposed construction budget (the "Schematic
Drawings") for Subtenant's Work, Ihe construction budget shall include detailed descriptions of the scope of work
and provide for a minimum expenditure by Subtenant for Subtenant's Work, Ihe Schematic Drawings shall be
subject to Sublandlord's review and approval, not to be unreasonably withheld, Sub landlord shall notify Subtenant
in writing of its acceptance or of its objections to the Schematic Drawings, Should Subtenant fail to submit the
Schematic Drawings within the time period set forth above, or should Subtenant fail to make any reasonable
modifications Sublandlord may require within seven (7) business days of notice thereof, then either such event
shalf be deemed to be a default under this Sublease, Subtenant acknowledges that submission of satisfactory
Schematic Drawings is a condition to Sublandlord's entering into this Sublease with Subtenant and that if
Subtenant fails to furnish Schematic Drawings acceptable to Sublandlord within the time periods set forth herein,
then, in such event, Subtenant shall be in default under this Sublease, and Sub landlord shall have the option to
declare this Sublease null and void, The Schematic Drawings, as approved by Sub landlord. shall be incorporated
herein by reference and made part of this Sublease,
(d) Within thirty (3D) days after the date Sublandlord has approved the Schematic Drawings,
Subtenant, at Subtenant's expense, agrees to furnish to Sublandlord a complete, detailed set of plans and
specifications through the design development stage ("Subtenant's Plans") for Subtenant's Work, which shall
include, without limitation, all working drawings, elevations, finish selections, and signage schematics, along with
a separate schedule detaiUng Subtenant's estimated expenditures in connection with Subtenant's Work (based on
the construction budget described above as supplemented to reflect the approved Schematic Drawings) and a list
of the proposed architect and engineer{s), interior design team, general contractor, and subcontractors,
Subtenant's Plans shalt be based on the approved Schematic Drawings and shail be in a form sufficient to obtain
a building permit from the City, Subtenant's Plans shall be prepared by Subtenant's architect and engineer(s),
which architect and engineer(s) shall be subject to Sublandlord's prior written approval, not to be unreasonably
withheld, If Subtenant elects to retain Sublandlord's architect and/or engineer(s), such architect and/or
engineer(s) shall nonetheless be considered to be Subtenant's agent(s) for purposes of this section 5,1,
Subtenant's Plans shall be subject to Sublandlord's reasonable review and approval. Sublandlord shall notify
Subtenant in writing of its acceptance or of its objections to Subtenant's Plans, Should Subtenant fail to submit
Subtenant's Plans within the time period set forth above, or should Subtenant fail to make any reasonable
modifications Sublandlord may require within five (5) business days of notice thereof, then either such event shall
be deemed to be a delay caused by Subtenant. Notwithstanding Sublandlord's review and approval of
Subtenant's Plans, Sublandlord assumes no responsibility whatsoever, and shall not be liable, for the
manufacturer's, architect's, or engineer's design or periormance of any structural, mechanical, electrical, or
plumbing systems or equipment of Subtenant Sublandlord hereby approves Morris Lapidus and as
Subtenant's architects,
(e) Once Sublandlord approves Subtenant's Plans, Subtenant shall, within five (5) business
days, provide Sublandlord with two (2) sets of Subtenanrs Plans, Unless the change is required by the City, any
changes to Subtenant's Plans shall be made only by written addendum signed by both parties, However, so long
as Subtenant does not deviate from the approved Subtenant's Plans, and subject to section 5.1 (m), Subtenant
may change the approved cQnstruction budget without the Sublandlord's consent. Subtenant's Plans, as
approved by Sublandlord, shall be incorporated herein by reference and made part of this Sublease.
(f) ItJithin teA (~O) bl,ll;:iR9l>l> thirty (30) days after the date Sublandlord has approved
Subtenant's Plans, Subtenant, at Subtenant's express, agrees to furnish to Sublandlord a complete and detailed
set of construction documents (but not including the Subtenant's contract with its general contractor), in AlA form,
including all exhibits ("Subtenant's Construction Documents") for Subtenant's Work, which shalt be prepared by
Subtenant's architects. Subtenant's Construction Documents shall be subject to Sublandlord's prior written
approval, and Subtenartt shaH receive written notification of Sublandlord's approval or objections to Subtenant's
Construction Documents. Should Subtenant fail to submit Subtenant's Constructir:'IO Documents with the period
set forth above or should Subtenant fail to make any reasonable modifications, Sublandlord may request within
five (5) business days of notice hereof, then either such event shall be deemed a delay caused by Subtenant.
Notwithstanding Sublandlord's review of Subtenant's Construction Documents. Sublandlord assumes no
responsibility whatsoever and shall not be liable with respect to any item contained therein,
(g) Once Sublandlord approves Subtenant's Construction Documents, Subtenant shaH,
within five (5) days, provide Sublandlord with two (2) sets of Subtenant's Construction Documents (and any
changes to Subtenant's Construction Documents and/or the approved construction budget shall be mtie UI1IY-'-~_ '
written addendum signed by both parties), - -=---
SUB3,CMP
7
(h) Subtenant sh~1t use ~nly licensed contractors and subcontractors approved in writing by
Sublandlord to complete the construcllon and Installallon of Subtenant's Work, Prior to the commencement of the
construction of Subtenant's Work, Subtenant shall provide to Sublandlord certificates of insurance evidencing that
Subtenant has the required comprehensive general liability insurance required of Subtenant under the Sublease
In addition, Subtenant shall provide to Sublandlord certificates of insurance evidencing that Subtenant's general
contractor has in effect (and shall main tam at all times during the course of the work hereunder) workers'
compensation insurance to cover full liability under workers' compensation laws of the State of Florida with
employers' liability coverage; comprehensive general liability and builder's risk insurance for the hazards of
operations, independent contractors, products and completed operations (for two (2) years after the date of
acceptance of the work by Sublandlord and Subtenant); and contractual liability specifically covering the
indemnification provision in the construction contract. such comprehensive general liability to include broad form
property damage and afford coverage for explosion, collapse and underground hazards, and "personal injury"
liability insurance and an endorsement providing that the insurance afforded under the contractor's policy is
primary insurance as respects Sublandlord and Subtenant and that any other insurance maintained by
Subland!ord or Subtenant is excess and non-contributing with the insurance required hereunder, provided that
such insurance may be written through primary or umbrella insurance policies with a minimum policy limit of
$1,000,000.00, Sublandlord and Subtenant are to be included as an additional insured for insurance coverages
required of the general contractor, Subtenant shall inform its contractor, subcontractors, and material suppliers
that Sublandlord's interest in the Premises and the Retail Space shall not be subject to any lien to secure payment
for work done or materials supplied to the Premises on Subtenant's behalf and that Sublandlord has filed a notice
in the public records of Miami-Dade County, Florida, to that effect. AU inspections and approvals necessary and
appropriate to complete --su61enant's Work in accordance with Subtenant's Plans and as necessary to obtain a
certificate of use and occupancy as hereinafter provided are the responsibility of Subtenant and its general
contractor, Subtenant shall arrange a meeting prior to the commencement of construction between Sub landlord
and Subtenant's contractors for the purpose of organizing and coordinating the completion of Subtenant's Work
(i) Once Subtenant's Plans have been approved by Sublandlord, Subtenant shall diligently
pursue the issuance of a building permit therefor, Subtenant shall commence Subtenant's Work (and shall be
required to diligently pursue same) upon receipt of the building permit. If Subtenant has not commenced
Subtenant's Work by such date, or if Subtenant has not achieved Substantial Completion of Subtenant's Work in
accordance with Subtenant's Plans, as approved by Sublandlord, by the date set forth in the Sublease Summary,
subject to section 14,1, then, in either such event, Subtenant, subject to applicable notice and cure periods, shall
be in default under this Sublease, and Sublandlord shall have the option to declare this Sublease null and void
and exercise any remedies available under this Sublease, Should this Sublease be declared null and void
pursuant to this paragraph, Subtenant shall forfeit all rights to any deposits, advance rent, and any other payments
made under this Sublease, and Sublandtord shall have no further liability to Subtenant under this Sublease,
"Substantial Completion" of Subtenant's Work shall mean that Subtenant's Work has been compteted in
accordance with the approved Subtenant's Plans and that the Premises are approved for use and occupancy by
the appropriate governmental authorities and are in suitable condition for the operation of Subtenant's business,
U) All of Subtenant's Work shall be completed in a good and workmanlike manner and shall
be in conformity with the City's building codes and the South Florida Building Code, Miami-Dade Edition, Upon
completion of Subtenant's Work, Subtenant shall furnish Sublandlord: -
(1)
satisfactory to Sublandlord
occupancy; and
a certificate of use andlor occupancy issued by the City and other evidence
that Subtenant has obtained the governmental approvals necessary to permit
(2) a notarized affidavit from Subtenant's contractor(s) that all amounts due for work
done and materials furnished in completing Subtenant's Work have been paid; and
(3) releases of lien from any subcontractor or material supplier that has given
Sublandlord a Notice to Owner pursuant to Florida law; and
(4) as-built drawings of the Premises, with a list and description of all work
performed by the contractors, subcontractors, and material suppliers.
(k) Any damage to the existing finishes of the Retail Space shall be patched and repaired by
Subtenant, at its expense, and all such work shall be done to Sublandlord's satisfaction, If any patched and
painted area does not match the original surface, then the entire surface shall be repainted al Subtenant's
expense, Subtenant agrees to indemnify and hold harmless Sublandlord, its agents, and employees from and
against any and all costs, expenses, damage, loss, or liability, including, but not limited to, reasonable attorneys'
fees and costs, which arise out of, is occasioned by, or is in any way attributable to the build-out of the Premises
or any subsequent improvements or alterations by Subtenant pursuant to this Sublease, Subtenant, at its
expense, shall be responsible for the maintenance, repair, and replacement of any and all items constructed by
Subtenant's contractor,
(I) Subtenant shall not alter the existing fire alarm system in the Premises or the Retail
Space, Subtenant's Plans shall include detailed drawings and specifications for the design and installation of
Subtenant's fire alarm (and security) system{s) for the Premises, Such system(s) shall meet all appropriate
building code requirements, and the fire alarm system shall, at Subtenant's expense, be integrated into
Sublandlord's fire alarm system for the Retail Space. (Sublandlord is not required to provide any security system)
SUB3.CMP
B
Sublandlord's electrical contractor andlor fire alarm contractor shalt, at Subtenant's expense, make all final
connections between Subtenant's and Sublandlord's fire alarm systems, Subtenant shall insure that all work
performed on the fire alarm system shall be coordinated at the job site with the Sublandlord's representative.
(m) Subtenant hereby certifies to and covenants with Sublandlord that, in connection with
Subtenant's Work, Subtenant will incur no less than Eight Hundred Fifty Thousand and No/100 ($850,000,00)
Dollars, which amount includes the "hard" and "soft" construction costs (including, without limitation, architectural,
engineering, and permitting fees), and j'j''J'j P-:-t '~,:,1'I'1g aR~' N~RittJ'^ M ;A"':'~'J'~J includes furniture, fixtures, and
equipment.
5.2 Maintenance and Repairs bv Sublandlord, It is hereby acknowledged and agreed that
Sublandlord shall have no direct obligation to maintain or repair any portion of the Retail Space or the Premises,
and that the Agency is solely responsible to maintain and repair certain portions of the Retail Space in accordance
with the provisions of the Garage Easement Agreement and the Masler Lease, Sublandlord shall use all
reasonable efforts (but at no cost or expense to Sublandlord) to request that the Agency fulfill its maintenance and
repair obligations in accordance with the provisions of the Garage Easement Agreement and the Master Lease,
Subtenant will notify Sublandlord in writing of any necessary repairs that are the obligation of the Agency to
perform, and Sublandlord will notify the Agency accordingly, If Sublandlord fails to cause Agency to perform such
repairs within Ri~9t; (QQ) forty-five (45) days after written request by Subtenant, Subtenant may, upon five (5)
business days written notice, cause the repairs to be made and bill Sublandlord for the actual, reasonable costs
thereof, together with reasonable supporting documentation. If Sublandlord fails to pay such bill within thirty (30)
days after receipt thereof (together with such reasonable supporting documentation), then Subtenant may have
the repairs made and deduct the costs thereof from the Subtenanrs next monthly installment(s) of Minimum Rent
until fuHy credited, Sublandlord shaH not be responsible for any damages caused to Subtenant by reason of
failure of any equipment or facilities serving the Retail Space or delays in the performance of any work for which
the Sublandlord is responsible to cause the Agency to perform pursuant to this Sublease, unless caused by the
gross negligence or willful misconduct of Sublandlord, Notwithstanding any other provisions of this Sublease, jf
any part of the Retail Space is damaged or destroyed or requires repair, replacement, or alteration as a result of
the act or omission of Subtenant, its employees, agents, invitees, licensees, or contractors, and such damage or
destruction is not repaired within thirty (30) days after written notice, then Sublandlord shall have the right to
perform same and the cost of such repairs, replacement, or alterations shall be paid by Subtenant to Sublandlord
upon demand, In addition, if, in an emergency, it shall become necessary to make promptly any repairs or
replacements required to be made by Subtenant, Sublandlord may re.enter the Premises and proceed forthwith to
have the repairs or replacements made and pay the costs thereof, IJVithin thirty (30) days after written demand,
Subtenant shall reimburse Sublandlord for the cost of making the repairs,
5.3 Maintenance and Repairs bv Subtenant. Subtenant shall, at its sole cost, repair and maintain the
Premises exclusive of base building mechanical and electrical systems, all to a standard consistent with a first
class retail center, with the exception only of those repairs which are the obligation of the Agency pursuant to this
Sublease. VVithout limiting the generality of the foregoing, Subtenant is specifically required to maintain and make
repairs to (i) the portion of any pipes, lines, ducts, wires, or conduits contained within the Premises; (ii) windows,
plate glass, doors, and any fixtures or appurtenances composed of glass (including, without limitation, interior and
exterior washing of windows and plate glass); (iii) Subtenant's sign; (iv) any heating or air conditioning equipment
serving the Premises ("HVAC") (which shall include, without limitation, a preventive maintenance HVAC service
contract. Such service contract shall include, without limitation, preventive HVAC maintenance no less than
quarterly); and (v) the Premises or the Retail Space when repairs to the same are necessitated by any act or
omission of Subtenant, or the failure of Subtenant to periorm its obligations under this Sublease, All repair and
maintenance periormed by Subtenant in the Premises shall be performed by contractors or workmen designated
or approved by SublandJord, At the expiration or earlier termination of the Term, Subtenant shall surrender the
Premises to Sublandlord in as good condition and repair as Subtenant is required to maintain the Premises
throughout the Term, reasonable wear and tear and damage from casualty or condemnation excepted, Subtenant
shall also furnish, maintain, and replace all electric light bulbs, tubes, and tube casings located within or serving
the Premises and Subtenant's signage, all at ~ubtenant's sole cost and expense,
Subtenant shall keep the Premises and sidewalks, service.ways and loading areas adjacent to the
Premises neat, clean and free from dirt, rubbish, insects and pests at all times, Subtenant will store all trash and
garbage within the areas designated by Sublandlord for such trash storage, pickup and removal and only in
receptacles of the size, design, and color approved by Sublandlord, The cost, operation and maintenance of such
receptacles, as well as any waste storage facilities used by Subtenant, including, without limitation, (i) the costs of
installation of electricity and an air conditioning unit in such waste storage facilities, and (ii) the costs for pest
control of such waste storage facililies, shall be paid by Subtenant. Subtenant shall keep any and all wet garbage
enclosed or under refrigeration so as to prevent odors from emanating from the Premises or from such designated
waste removal areas,
5.4 Approval of Subtenant's Alterations. No alterations (including, without limitation, improvements,
additions, or modifications to the Premises) shall be made by Subtenant to the Premises without Sublandlord's
prior written approval, not to be unreasonably withheld or delayed, but which, as to exterior or structural alterations
may be withheld in Sublandlord's sole discretion, Any alterations by Subtenant shall be performed at the sole cost
of Subtenant, by contractors and workmen approved by Sublandlord (not to be unreasonably withheld or delayed),
in a good and workmanlike manner, and in accordance with all applicable laws and regulations,
SU83,CMP
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5,5 Removal of Improvements and Fixtures, All leasehold improvements and fixtures (other than
unattached, movable trade fixtures which can be removed without damage to the Premises) shall at the expiration
or earlier termination of this Sublease become Sublandlord's property, Subtenant may, during the Term, in the
usual course of its business, remove its trade fixtures, provided that Subtenant is not in default under this
Sublease; and Subtenant shall, at the expiration or earlier termination of the Term, at its sole cost, remove such
trade fixtures in the Premises as Sublandlord shall require to be removed and restore the Premises to the
condition existing prior to such removal. Subtenant shall at its own expense repair any damage caused to the
Retail Space by such removal. If Subtenant does not remove its trade fixtures at the expiration or earlier
termination of the Term, the trade fixtures shall, at the option of SUblandlord, become the property of Sublandlord
and may be removed from the Premises and sold or disposed of by Sublandlord in such manner as it deems
advisable without any accounting to Subtenant.
5,6 Liens. Subtenant shall promptly pay for all materials supplied and work done in respect of the
Premises by, through, or under Subtenant so as to ensure that no lien is recorded against any portion of the Retail
Space or against Sub!andlord's or Subtenant's interest therein, If a lien is so recorded, Subtenant shall discharge
it promptly by payment or bonding, If any such lien against the Retail Space or Sublandlord's interest therein is
recorded and not discharged by Subtenant as above required within fifteen (15) days following written notice to
Subtenant, Sublandlord sMail have the right to remove such lien by bonding or payment and the cost thereof shall
be paid immediately from Subtenant to Sublandlord, Sublandlord and Subtenant expressly agree and
acknowledge that no interest of Sublandlord or the Agency in the Premises or the Retail Space shall be subject to
any lien for improvements made by Subtenant in or for the Premises, and Sublandlord shall not be liable for any
lien for any Improvements made by Subtenant, such liability being expressly prohibited by the terms of this
Sublease, In accordance with applicable laws of the State of Florida, Sublandlord has filed in the public records of
Miami-Dade County, Florida, a public notice containing a true and correct copy of this paragraph, and Subtenant
hereby agrees to inform all contractors and material suppliers performing work in or for or supplying materials to
the Premises of the existence of said notice,
5,7 Utilities, Subtenant shall pay directly to its utility suppliers, all gas, electricity, water, and other
utility charges applicable to the Premises as separately metered, In addition, Subtenant's electrical equipment
and lighting shall be restricted to that equipment and lighting which individually does not have a rated capacity
and/or design load greater than the rated capacity and/or design load of the Retail Space, If Subtenant's
consumption of electrical services exceeds either the rated capacity andlor design load of the Retail Space, then
Subtenant shall remove the equipment and/or lighting to achieve compliance within ten (1 0) days after receiving
written notice from Sublandlord, or such equipment and/or lighting may remain in the Premises, so long as
(a) Subtenant shall pay for all costs of installation and maintenance of submeters, wiring, air-conditioning, and
other items required by Sublandford, in Sublandlord's reasonable discretion, to accommodate Subtenant's excess
design loads and capacities: and (b) Subtenant shall pay to Sublandlord, within thirty (30) days after rendition of a
bill, the cost of the excess consumption of electrical service at the rates charged to Sublandlord by Florida Power
& light, which shall be in accordance with any applicable laws,
ARTICLE VI. INSURANCE AND INDEMNIlY.
6,1 Subtenant's Insurance, Subtenant shall, throughout the Term (and any other period when
Subtenant is in possession of the Premises), maintain at its sole cost the following insurance:
(A) All risks property insurance, containing a waiver of subrogation rights which Subtenant's
insurers may have against Subtandtord and against those for whom Sublandlord is in law responsible including,
without limitation, its directors, officers, agents, and employees, and (except with respect to Subtenant's chattels)
incorporating a standard New York mortgagee endorsement (without contribution), Such insurance shaH insure
property of every kind owned by Subtenant in an amount not less than the full replacement cost thereof (new),
with such cost to be adjusted no less than every three (3) years, Such policy shall include as additional insureds
Sublandlord and its affiliates and any mortgagee of Sublandlord, the City, the Agency, and any mortgagee of the
Agency in connection with a mortgage on the Facility,
(B) Comprehensive general liability insurance. Such policy shall contain inclusive limits per
occurrence of not less than the amount specified in the Sublease Summary; provide for severability of interests;
and include as additional insureds Sublandlord and its affiliates and any mortgagee of Sublandlord, the City, the
Agency, and any mortgagee of the Agency in connection with a mortgage on the Facility,
(CI
legal requirements,
Worker's compensation and employer's liability insurance in compliance with applicable
(0) Business interruption insurance, sufficient to insure Subtenant for no less than one (1) full
year of loss of business, with the Sublandlord named thereon as loss payee to the extent permitted by applicable
law,
(E) Any other form of insurance which Subtenant or Sublandlord, acting reasonably, requires
from lime to time in form, in amounts, and for risks against which a prudent tenant would insure, but in any event
not less than that carried by comparable retail establishments in Miami.Oade County, Florida,
All policies referred to above shall: (i) be laken out with insurers licensed to do business in
Florida and reasonably acceptable to Sublandlord; (ii) be in a form reasonably satisfactory to Sublandlord; (Hi) be
SUB3.CMP
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non-contributing with, and shall apply only as primary and not as excess to any other insurance available to
Sublandlord or any mortgagee of Sublandlord; (iv) contain an undertaking by the insurers to notify Sublandlord by
certified mail not less than thirty (30) days prior to any material change, cancellation, or termination, and (v) with
respect to subsection (A), contain replacement cost, demolition cost, and increased cost of construction
endorsements, Certificates of insurance on Sublandlord's standard form or, if required by a mortgagee, copies of
such insurance policies certified by an authorized officer of Subtenant's inst,Jrer as being complete and current,
shall be delivered to Sublandlord promptly upon request. If Subtenant fails to take out or to keep in force any
insurance referred to in this section 6,1, or should any such insurance not be approved by either Sublandlord or
any mortgagee, and Subtenant does not commence and continue to diligently cure such default within forty-
eight (48) hours after written notice by Sublandlord 10 Subtenant specifying the nature of such default, then
Sublandlord has the right, without assuming any obligation in connection therewith, to effect such insurance at the
sole cost of Subtenant and all oullays by Sublandlord shall be paid by Subtenant to Sublandlord as additional rent
without prejudice to any other rights or remedies of Sublandford under this Sublease. Subtenant shall not keep or
use in the Premises any article which may be prohibited by any fire or casualty insurance policy in force from time
to time covering the Premises or the Retail Space,
6,2 Loss or Damaqe. Subtenant acknowledges that the Agency, and not Sublandlord, will be
performing any maintenance and repairs required of the Agency and/or Sublandlord hereunder, Sublandlord shall
not be liable for any death or injury arising from or out of any occurrence in, upon, at, or relating to the Retail
Space or damage to property of Subtenant or of others located on the Premises or elsewhere in the Retail Space,
nor shall it be responsible for any loss of or damage to any property of Subtenant or others from any cause,
unless such death, injury, loss, or damage results from the gross negligence or willful misconduct of Sublandlord,
Without limiting the generality of the foregoing, Sublandlord shall not be liable for any injury or damage to persons
or property resulting from fire, explosion, falling plaster, falling ceiling tile, falling fixtures, steam, gas, electricity,
water, rain, flood, or leaks from any part of the Premises or from the pipes, sprinklers, appliances, plumbing
works, root, windows, or subsurface of any floor or ceiling of the Retail Space or from the street or any other place
or by dampness, or by any other cause whatsoever, unless resulting from the gross negligence or willful
misconduct of Sublandlord. Subtenant agrees to indemnify Sublandlord and hold it harmless from and against
any and all loss (including loss of Minimum Rent and additional rent payable in respect to the Premises), claims,
actions, damages, liability, and expense of any kind whatsoever (including attorneys' fees and costs at all tribunal
levels), unless caused by the gross negligence or willful misconduct of Sublandlord, arising from any occurrence
in, upon, or at the Premises, or the occupancy, use, or improvement by Subtenant or its agents or invitees of the
Premises or any part thereof, or occasioned wholly or in part by any act or omission of Subtenant its agents,
employees, and invitees or by anyone permitted to be on the Premises by Subtenant.
6,3 Waiver of SubroQalion, Sublandlord and Subtenant each hereby waives on behalf of itself and its
insurers (none of which shall ever be assigned any such claim or be entitled thereto due to subrogation or
othef'Nise) any and all rights of recovery, claim, action, or cause of action, against the other, its agents, officers, or
employees, for any loss or damage that may occur to the Premises, or any improvements thereto or the Retail
Space, or any improvements thereto, or any personal property of such party therein, by reason of fire, the
elements, or any other causes which are, or could or should be insured against under the terms of the standard
fire and extended coverage insurance policies referred to in this Sublease, regardless of whether such insurance
is actually maintained and regardless of the cause or origin of the damage involved, including negligence of the
other party hereto, its agents, officers, or employees, Sublandlord and Subtenant shall each obtain from their
respective insurers, under all policies of fire, theft, public liability, worker's compensation, and other insurance
maintained by either of them at any time during the term hereof insuring or covering the Retail Space or any
portion thereof or operations therein, a waiver of all rights of subrogation which the insurer of one party might have
against the other party, and Sublandlord and Subtenant shall each indemnify, defend, and hold harmless the other
against any loss or expense, including reasonable attorneys' fees (appellate or othef'Nise) resulting from the
failure to obtain such waiver.
ARTICLE VIr. DAMAGE AND DESTRUCTION.
7.1 DamaQe to Premises, Subtenant acknowledges that if the Premises are partially or totally
destroyed due to fire or other casualty, any repairs to or rebuilding of the damaged portions of the Retail Space will
be performed by the Agency (and not by Sublandlord) and in any event only to the extent that the Agency is required
to repair or rebuild the Retail Space pursuant to the Garage Easement Agreement. Sublandlard shall use
reasonable efforts (but at no cost or expense to Sublandlord) to request that the Agency fulfill its repair obligations
in accordance with the provisions of the Garage Easement Agreement. If the Agency repairs or rebuilds,
Minimum Rent shall abate proportionately to the portion of the Premises, if any, rendered untenantable from the
date of destruction or damage until the repairs have been substantiaily complated, Upon being notified that the
repairs have been substantially completed, Subtenant shall diligently perform all other work required to fully
restore the Premises for use in Subtenant's business, in every case at Subtenant's cost and without any
contribution to such cost by Sublandlord, whether or nat Sublandlord has at any time made any contribution to the
cost of supply, installation, or construction of leasehold improvements in the Premises, Subtenant agrees that
during any period of reconstruction or repair of the Premises, it will continue the operation of its business within
the Premises to the extent practicable, If all or any part of the Premises shall be damaged by fire or other casualty
and the fire or other casualty is caused by the fault or neglect of Subtenant or Subtenant's agents, guest, or
invitees, rent and all other charges shall not abate,
7,2 Termination for DamaQe, Notwithstanding section 7,1, if damage or destruction which has
occurred to the Premises or the Retail Space is such that in the reasonable opinion of Sublandlord or the Agency
SUB3,CMP
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such reconstruction or repair cannot be completed within one hundred twenty (120) days of the happening of the
damage or destruction, Sublandlord may, at its option, terminate this Sublease on notice to Subtenant given within
thirty (3D) days after such damage or destruction and Subtenant shall immediately deliver vacant possession of
the Premises in accordance with the terms of this Sublease,
In addition, if (i) the Agency undertakes the reconstruction or repair, and does not complete same within
nine (9) months after the date of the fire or other casualty (subject to the' lime required to prepare plans for
reconstruction, to obtain building permits, to receive distribution of insurance proceeds, and to complete the likely
contract bidding process and all other relevant factors, but not to exceed an additional ninety (90) days), or (ii) the
damage occurs during the last year of the Term, then Subtenant shall have the right to terminate this Sublease by
written notice to SublandJord delivered, as applicable, within thirty (30) days after the expiration of such nine (9)
month period (or as extended) or, if the damage occurs during the last year of the Term, within thirty (30) days of
the damage (whereupon both parties shall be relieved of aU further obligations hereunder, except as otherwise
expressly set forth herein),
If the Sublease is terminated pursuant to this section 7,2, Subtenant shall be entitled to the proceeds of
Subtenant's insurance,
ARTICLE VIII. ASSIGNMENT, SUBLEASES, AND TRANSFERS.
8,1 Transfer bv Subtenant. Subtenant shall not enter into, consent to, or permit any Transfer, as
hereinafter defined, without the prior written consent of Sublandlord and the Agency in each instance, which
consent may be granted or withheld in Sublandlord's or the Agency's sole and absolute discretion for any reason
or for no reason, For purposes of this Sublease, "Transfer" means an assignment of this Sublease in whole or in
part; a sublease of all or any part of the Premises; any transaction whereby the rights of Subtenant under this
Sublease or to the Premises are transferred to another; any mortgage or encumbrance of this Sublease or the
Premises or any part thereof or other arrangement under which either this Sublease or the Premises become
security for any indebtedness or other obligations; and if Subtenant is a corporation or a partnership, the transfer
of a controlling interest in Ihe stock of the corporation or partnership interests, as applicable, If there is a
permitted Transfer, Sublandlord may collect rent or other payments from the transferee and apply the net amount
collected to the rent or other payments required to be paid pursuant to this Sublease but no acceptance by
Sublandlord of any payments by a transferee shall be deemed a waiver of any provisions hereof regarding
Subtenant. Notwithstanding any Transfer, Subtenant shall not be released from any of its obligations under this
Sublease, Sublandlord's consent to any Transfer shall be subject to the further condition that if the Minimum Rent
and additional rent pursuant to such Transfer exceeds the Minimum Rent and additional rent payable under this
Sublease, the amount of such excess shall be paid to Sublandlord, If, pursuant to a permitted Transfer,
Subtenant receives from the transferee, either directly or indirectly, any consideration other than Minimum Rent
and additional rent for such Transfer, either in the form of cash, goods, or services, Subtenant shall, upon receipt
thereof, pay to Sublandlord an amount equivalent to such consideration.
Notwithstanding the foregoing, Subtenant shall have the right, without the prior written consent of
Sublandlord and the Agency, to grant a purchase money security interest in its furniture, fixtures, and equipment
in the Premises, subject to section 2,8 of this Sublease.
8,2 Assiqnment by Sublandlord, Sublandlord shall have the unrestricted right to transfer, lease,
convey, or otherwise dispose of Sublandlord's interest in the Master Lease and this Sublease or any interest of
Sublandlord in this Sublease, To the extent that the transferee or assignee from Sublandlord assumes the
obligations of Sublandlord under this Sublease, Sublandlord shall thereupon and without further agreement be
released of all further liability under this Sublease,
ARTICLE IX. DEFAULT.
9,1 Defaults. A default by Subtenant shall be deemed to have occurred hereunder, if and whenever:
(i) any Minimum Rent or Percentage Rental is not paid within three (3) business days after written demand has
been made by Sublandlord; (ii) any other additional rent is in arrears and is not paid within five (5) days after
written demand by Sublandlord; (iii) Subtenant has breached any of its obligations in this Sublease (other Ihan the
payment of rent) and Subtenant fails to remedy such breach within fifteen (15) days (or such shorter period as
may be provided in this Sublease), or if such breach cannot reasonably be remedied within fifteen (15) days (or
such shorter period), then if Subtenant fails to immediately commence to remedy and thereafter proceed diligently
10 remedy such breach, in each case after notice in writing from Sublandlord; or (iv) Subtenant becomes bankrupt
or insolvent.
9,2 Remedies. In the event of any default hereunder by Subtenant, then without prejudice to any
other rights which it has pursuant to this Sublease or at law or in equity, Sublandlord shall have the following
rights and remedies, which are cumulative and not alternative:
(A) Sublandlord may cancel this Sublease by notice to Subtenant and retake possession of
the Premises for Sublandlord's account. or may terminate Subtenant's right to possession of the Premises without
terminating this Sublease, In either event, Subtenant shall then quit and surrender the Premises to Sublandlord,
If Sublandlord terminates Subtenant's right to possession of the Premises without terminating this Sublease,
Subtenant's liability under all of the provisions of this Sublease shall continue notwithstanding any expiration and
surrender, or any re-entry, repossession, or disposition hereunder,
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12
(8) Sublandlord may enter the Premises as agent of Subtenant to take possession of any
property of Subtenant on the Premises, to store such property at the expense and risk of Subtenant or to sell or
otherwise dispose of such property in such manner as Sublandlord may see fit without notice to Subtenant. Re-
entry and removal may be effectuated by summary dispossess proceedings, by any suitable action or proceeding,
or otherwise. Sublandlord shall not be liable in any way in connection with its actions pursuant to this section, to
the extent that its actions are in accordance with law, .
(C) If Sublandlord terminates Subtenant's right to possession of the Premises without
terminating this Sublease under subsection (A) above, Subtenant shall remain liable (in addition to accrued
liabilities) 10 the extent legally permissible for aU rent and all of the charges Subtenant would have been required
to pay until the date this Sublease would have expired had such cancellation not occurred, Subtenant's liability for
rent shall continue notwithstanding re-entry or repossession of the Premises by Sublandlord, In addition to the
foregoing, Subtenant shall pay to Sublandlord such sums as the court which has jurisdiction thereover may
adjudge as reasonable attorneys' fees with respect to any successful lawsuit or action instituted by SublandJord to
enforce the provisions of this Sublease.
(D) Sublandlord may relet all or any part of the Premises for all or any part of the unexpired
portion of the Term of this Sublease or for any longer period, and may accept any rent then attainabie; grant any
concessions of rent, and agree to paint or make any special repairs, alterations, and decorations for any new
tenant as it may deem advisable in its sole and absolute discretion. Sublandlord shall be under no obligation to
relet or to attempt to relet the Premises, except as expressly set forth below.
(E) If Sublandlord terminates Subtenant's right 10 possession of the Premises without
terminating this Sublease under subsection (A) above, and Sublandlord so elects, the rent hereunder shall be
accelerated and Subtenant shall pay Sublandlord damages in the amount of any and all sums which would have
been due for the remainder of the Initial Term or Renewal Term, as applicable (reduced to present value using a
discount factor equal to the stated prime lending rate on the date of Subtenanrs default by Sublandford's then
existing mortgagee or, if there is no mortgagee, by Cmbank, NA, New York), Prior to or following payment in full
by Subtenant of such discounted sum promptly upon demand, Sublandlord shall use good faith efforts to relet the
Premises, If Sublandlord receives consideration as a result of a reletting of the Premises relating to the same
time period for which Subtenant has paid accelerated rent, such consideration actually received by Sublancllord,
less any and all of Sublandlord's cost of repairs, alterations, additions, redecorating, and other expenses in
connection with such reletting of the Premises, shall be a credit against such discounted sum, and such
discounted sum shall be reduced if not yet paid by Subtenant as called for herein, or if Subtenant has paid such
discounted sum, such credited amount shall be repaid to Subtenant by Sublandlord (provided said credit shall not
exceed the accelerated amount),
(F) Sublandlord may remedy or attempt to remedy any default of Subtenant under this
Sublease for the account of Subtenant and to enter upon the Premises for such purposes upon prior written
notice, Subtenant shall pay to Sublandlord all reasonable expenses incurred by Sublandlord in connection with
remedying or attempting to remedy such default. Any such reasonable expenses incurred by Sublandlord shall
accrue interest from the date of payment by Sublandlord until repaid by Subtenant at the highest rate permitted by
law,
9,3 Costs, Subtenant shall pay to Sublandlord on demand all reasonable costs incurred by
Sublandlord, inCluding attorneys' fees and costs at all tribunal levels, incurred by Sublandlord in enforcing any of
the obligations of Subtenant under this Sublease, In addition, upon any default by Subtenant, Subtenant shall be
also' liable 10 Sublandlord for the reasonable expenses 10 which Sublandlord may be put in re-entering the
Premises; repossessing the Premises; painting, altering, or dividing the Premises; combining the Premises with
an adjacent space for any new tenant; putting the Premises in proper repair; protecting and preserving the
Premises by placing watchmen and caretakers therein; reletting the Premises (including attorneys' fees and
disbursements, marshall's fees, and brokerage fees, in so doing); and any other expenses reasonably incurred by
Sublandlord, Notwithstanding anything to the contrary contained in this Sublease, in the event of any litigation
between Sublandlord and Subtenant arising out of this Sublease or Subtenant's use and occupancy of the
Premises, the prevailing party shall be entitled to recover its costs and expenses incurred in such litigation,
including attorneys' fees, at all levels, including appeals,
9.4 Additional Remedies; Waiver, The rights and remedies of Sublandlord set forth herein shall be in
addition to any other right and remedy now and hereinafter provided by law, All rights and remedies shall be
cumv!ative and non.exclusive of ~ach other, No delay or omission by Suhlannlord in exercising a right or remedy
shall exhaust or impair the same or constitute a waiver of, or acquies'cence to, a default.
9.5 Default by Sublandlord, In the event of any default by Sublandlord, Subtenanrs exclusive remedy
shalt be an action for damages or injunction, but prior to any such action Subtenant will give Sublandlord written
notice specifying such default with particularity, and Subrandlord shall have a period of thirty (30) days following
the date of such notice in which to cure such default (provided, however, that if such default reasonably requires
more than thirty (30) days to cure, Sublandlord shall have a reasonable time to cure such default, pro....ided
Sublandlord commences to cure within such thirty (30) day period and thereafter diligently prosecutes such cure
to completion), Notwithstanding any provision of this Sublease, Subtandlord shall not at any time have any
personal liability under this SUblease, In the event of any breach or default by Sublandlord of any term or
SUB3.CMP
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4
provision of this Sublease, Subtenant agrees to look solely to the equity or interest then-owned by Sublandlord in
the Retail Space, and in no event shall any deficiency judgment, be sought or obtained against Sublandlord. It is
expressly understood that the obligations of Sublandlord under this Sublease are solely corporate obligations, and
that, except for conversion, fraud, or willful misconduct, no personal liability will attach to, or is or shall be incurred
by, the incorporators, stockholders, officers, directors, or employees, as such, of the Sublandlord, or of any
successor corporation, or any of them, under or by reason of the obligations, covenants, or agreements of
Sublandlord contained in this Sublease or implied therefrom; and, except for conversion, fraud, or willful
misconduct, that any and all such personal liability, either at common law or in equity or by constitution or statute,
of, and any and all such rights and claims against, every such incorporator, stockholder, officer, director, or
employee, as such, or under or by reason of the obligations, covenants or agreements contained in this Sublease
or implied therefrom are expressly waived and released as a condition of, and as a consideration for, the
execution of this Sublease,
ARTICLE X. ESTOPPEL CERTIFICATE; SUBORDINATION.
10,1 Estoppel Certificate, Within ten (10) days after written request by Sublandlord, Subtenant shall
deliver in a form supplied by Sublandlord, an estoppel certificate to Sub/andlord as to the status of this Sublease,
including whether this Sublease is unmodified and in full force and effect (or, if there have been modifications, that
this Sublease is in full force and effect as modified and identifying the modification agreements); the amount af
Minimum Rent and additional rent then being paid and the dates to which same have been paid; whether or not
there is any existing or alleged default by either party with respect to which a notice of default has been served, or
any facts exist which, with the passing of time or giving of notice, would constitute a default and, if there is any
such default or facts, specifying the nature and extent thereof; and any other matters pertaining to this Sublease
as to which Sublandlord shall request such certificate, Sublandlord, and any prospective purchaser, lender, or
ground lessor shall have the right to rely on such certificate,
10,2 Subordination; Attornment. This Sublease and all rights of Subtenant shall be subject and
subordinate to any and all mortgages, security agreements, or like instruments resulting from any financing,
refinancing, or coUateral financing (including renewals or extensions thereof), and to the Master Lease and any
and all ground leases, made or arranged by Sublandlord of its interests in all or any part of the Retail Space, from
time to time in existence against the Retail Space, whether now existing or hereafter created, Such subordination
shalt not require any further instrument to evidence such subordination, However, on request, Subtenant shall
further evidence its agreement to subordinate this Sublease and its rights under this Sublease to any and all
documents and to all advances made under such documents, The form of such subordination shall be made as
required by SubJandlord, its lender, ground lessor, or the Agency, Subtenant shall, if requested by the Agency, or
a mortgagee, owner, or purchaser, or by any person succeeding to the interest of such mortgagee, owner, or
purchaser, as the result of the enforcement of the remedies provided by law or the applicable instrument held by
the Agency, such mortgagee, owner, or purchaser, automatically attorn to and become the tenant of the Agency or
any such mortgagee, owner, purchaser, or successor.jn.jnterest, without any change in the terms or other
provisions of this Sublease; provided, however, that the Agency, said mortgagee, owner, purchaser, or successor
shall not be bound by (a) any payment of rent or additional rent for more than one (1) month in advance, or (b) any
security deposit or the like not actually received by the Agency, such mortgagee, owner, or purchaser, or
successor, or (c) any amendment or modification in this Sublease made without the consent of the Agency, such
mortgagee, owner, purchaser, or successor, or (d) any construction obligation, free rent, or other concession or
monetary allowance, or (e) any set-off, counterclaim, or the like otherwise available against Sublandlord, or (f) any
act or omission of any prior landlord (including Sublandlord). Upon request by the Agency, said mortgagee,
owner, or purchaser, or successor, Subtenant shall execute and deliver an instrument or instruments confirming
its attornment.
Notwithstanding the foregoing, any such subordination of this Sublease shall be conditioned on the
Sublandlord obtaining a nondisturbance agreement in favor of Subtenant from all mortgagees and ground lessors
regarding any financings or overleases entered into by Sublandlord with respect to the Retail Space, and no
subordination shall be effective without a corresponding nondisturbance agreement. As of the date hereof, there
is no mortgage of the Sublandlord's interest in'the Retail Space.
If the nondisturbance agreement from the Agency has not been obtained within thirty (30) days after the
date hereof, then Subtenant may terminate this Sublease by written notice to Sublandlord within ten (10) days
after the expiration of such thirty (30) day period, whereupon Sublandlord shall return the prepaid rent and security
deposit to Subtenant, and both parties shall be relieved of all further obligations under this Sublease; provided,
however, that if the nondisturbance agreement from the Agency is obtained within fifteen (15) days after delivery
of Subtenanrs tp.rmination notice, then the termination shall be void and of no further force or effect, and this
Sublease sha!l continue in full force and effect.
ARTICLE XI. CONTROL OF RETAIL SPACE BY LANDLORD,
11,1 Use and Maintenance of Common Areas. Subtenant and those doing business with Subtenant
for purposes associated with Subtenanfs business on the Premises, shall have a non.exclusiv6 license to use the
common areas for their intended purposes during normal business hours in common with others entitled thereto
and subject to any rules and regulations imposed by Sublandlord, Sublandlord shall use reasonable efforts (but at
no cost or expense to Sublandlord) to request that the Agency keep the common areas in good repair and
condition and shall clean the common areas when necessary, Subtenant acknowledges that any common areas
of the Retail Space shall at all limes be under the exclusive control and management of Sublandlord and/or the
SUB3. CMP
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Agency, For purposes of this Sublease, "common areas" shall mean those areas, facilities utilities
improvements, equipment, and installations of the Retail Space which serve or are for the benefit of tenants of
more than one component of the Retail Space and which are not designated or intended by Sublandlord to be
leased, from time to time, or which are provided or designated from time to time by Sublandlord and/or the Agency
far the benefit or use of all tenants in the Retail Space, their employees, customers, and invitees, in common with
others entitled to the use or benefit of same, Subtenant acknowledges thattha Garage portion of the Facility is
not a part of the Retail Space, and that Subtenant has no right or license'to use the Garage pursuant to this
Sublease, Any use by Subtenant or its invitees of the Garage is subject to the rules and regulations in connection
therewith imposed by the Agency (or successor owner) and/or the operator of the Garage, No portion of the
garage is under Sublandlord's control or supelVision, and Sublandlord shalt not be liable for any damage to
automobiles of any nature whatsoever to, or any theft of, automobiles or other vehicles or the contents thereof,
while in or about the Garage,
11,2 Alterations by Sublandlord, Sublandlord and/or the Agency may (but shall not be obligated to)
(i) alter, add to, subtract from, construct improvements on, re~arrange, and construct additional facilities in,
adjoining, or proximate to the Retail Space; (1i) relocate the facilities and improvements in or comprising the Retail
Space or erected on the land; (iii) do such things on or in the Retail Space as required to comply with any laws,
by-laws, regulations, orders, or directives affecting Ihe land or any part of the Retail Space; and (iv) do such other
things on or in the Retail Space as Sublandlord and/or the Agency, in the use of good business judgment
determines to be advisable, provided that notwithstanding anything contained in this section 11,2, access to the
Premises shall be available at all times, Subtenant's rights under this Sublease shall not be materially impaired,
and interference with Subtenant's business shall be minimized, Provided Sublandlord complies with the
foregoing, Sublandlord shall not be in breach of its covenants for quiet enjoyment or liable for any loss, costs, or
damages, whether direct or indirect, incurred by Subtenant due to any of the foregoing,
11,3 Subtenant Relocation, Intentionally Omitted,
ARTICLE XII. CONDEMNATION.
12,1 Total or Partial Taking, If the whole of the Premises, or such portion thereof as will make the
Premises unusable for the purposes leased hereunder, shall be taken by any public authority under Ihe power of
eminent domain or sold to public authority under threat or in lieu of such taking, the Term shall Cease as of the day
possession or title shalt be taken by such pUblic authority, whichever is earlier ("Taking Date"), whereupon the
rent and all other charges shall be paid up to the Taking Date with a proportionate refund by Sublandlord of any
rent and all other charges paid for a period subsequent to the Taking Date, If less than the whole of the Premises,
or less than such portion thereof as will make the Premises unusable for the purposes leased hereunder, the
Term shall cease only as to the part so taken as of the Taking Date, and Subtenant shall pay rent and other
charges up to the Taking Date, with appropriate credit by Sublandlord (toward the next installment of rent due
from Subtenant) of any rent or charges paid for a period subsequent to the Taking Date. Minimum Rent and other
charges payable to Sublandlord shall be reduced in proportion to the amount of the Premises taken, Any repairs
to or rebuilding of the condemned portions of Ihe Retail Space will be required only to the extent that the Agency is
required to repair or rebuild the Retail Space pursuant to the Garage Easement Agreement; provided however, if the
Agency does not commence to repair or rebuild the condemned portion of the Premises within ninety (90) days of the
Taking Date, or complete such repairs within nine (9) months of the Taking Date, then Subtenant may terminate this
Sublease by giving Sublandlord written notice of its election to terminate,
12,2 Award. AU compensation awarded or paid upon a total or partial taking of the Premises or Retail
Space including the value of the leasehold estate created hereby shall belong to and be the property of
Sublandlord without any participation by Subtenant; Subtenant shall have no claim to any such award based on
Subtenant's leasehold interest. However, nothing contained herein shall be construed to preclude Subtenant. at
its cost, from independently prosecuting any claim allowed by Florida law directly against the condemning
authority or participating in Sublandlord's claim in such condemnation proceeding for damage to, or cost of
removal of, stock, trade fixtures, furniture, and other personal property belonging to Subtenant and for Subtenant's
moving expenses; provided, however, that no such claim shall diminish or otherwise adversely affect
Sublandlord's award or the award of any mortgagee,
ARTICLE XIII. PROMOTION.
13,1 Promotional Fund; Merchants' Association, Intentionally Omitted,
ARTICLE XIV. GENERAL PROVISIONS.
14,1 Delay, Whenever a period of time is herein prescribed for the taking of any action by Sublandlord
or Subtenant, as applicable includin without limitation, the Com letion Date for Subtenant's Work , Sublandlord
or Subtenant, as applicable, s a no e la e or responsl e or, an ere s a e exc u ed from the
computation of such period of time, any delays due to strikes, rialS, acts of God, shortages of labor or materials,
war, or governmental laws, regulations, or restrictions in the nature of a prohibition or moratorium, or any bona
tide delay beyond the reasonable control of Sublandlord or Subtenant, as applicable, ~From and after the Ren.!.
Commencement Date, the foregoing shalt not apply to any payments of money due under thiS ::Sublease,
14,2 HoldinQ Over, If Subtenant remains in possession of the Premises after the end of the Initial
Term, without having exeCuted and delivered a new lease or an agreement extending the Initial Term, there shall
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, I
be no lacit renewal of this Sublease or the Inilial Term, and Subtenant shall be deemed to be occupying the
Premises as a Subtenant from month to month at a monthly Minimum Rent payable in advance on the first day of
each month equal to t'wice the monthly amount of Minimum Rent payable during the last month of the Initial Term
and otherwise upon the same terms as are set forth in this Sublease, so far as they are applicable to a monthly
tenancy,
14,3 Waiver: PartiallnvaUdity. If Sublandlord excuses or candon'es any default by Subtenant of any
obligation under this Sublease, this shall not be a waiver ot such obligation in respect of any continuing or
subsequent default and no such waiver shall be implied, All of the provisions of this Sublease are to be construed
as covenants even though not expressed as such, If any provision of this Sublease is held or rendered illegal or
unenforceable it shall be considered separate and severable from this Sublease and the remaining provisions of
this Sublease shall remain in force and bind the parties as though the illegal or unenforceable provision had never
been included in this Sublease,
14,4 Recordinq, Neither Subtenant nor anyone claiming under Subtenant shall record this Sublease or
any memorandum hereof in any public records without the prior written consent of Sub landlord.
14.5 Notices, Any notice, consent. or other instrument required or permitted to be given under this
Sublease shall be in writing and shall be delivered in person, or sent by certified mail, return receipt requested, or
overnight express mail courier, postage prepaid, addressed (i) if to Sublandlord, at the address set forth in the
Sublease Summary; and (ii) if to Subtenant, at the Premises or, prior to Subtenant's occupancy of the Premises,
at the address set forth on the Sublease Summary, Any such notice or other instruments shall be deemed to have
been given and received on the day upon which personal delivery is made or, if mailed, then forty-eight (48) hours
following the date of mailing, Either party may give notice to the other of any change of address and atter the
giving of such notice, the address therein specified is deemed to be the address of such party for the giving of
notices, If postal service is interrupted or substantially delayed, all notices or other instruments shall be delivered
in person or by overnight express mail courier,
14,6 Successors; Joint and Several Liability, The rights and liabilities created by this Sublease extend
to and bind the successors and assigns of Sublandlord and the heirs, executors, administrators, and permitted
successors and assigns of Subtenant. No rights, however, shall inure to the benefit of any transferee unless such
Transfer complies with the provisions of Article VIII, If there is at any time more than one Subtenant or more than
one person constituting Subtenant, their covenants shall be considered to be joint and several and shall apply to
each and every one of them,
14,7 Captions and Section Numbers, The captions, section numbers, article numbers, and table of
contents appearing in this Sublease are inserted only as a matter of convenience and in no way affect Ihe
substance of this Sublease.
14,8 Extended MeaninQs. The words "hereof," "hereto," "hereunder," and similar expressions used in
this Sublease relate to the whole of this Sublease and not only to the provisions in which such expressions
appear. This Sublease shall be read with all changes in number and gender as may be appropriate or required by
the context. Any reference to Subtenant includes, when the context allows, the employees, agents, invitees, and
licensees of Subtenant and all others over whom Subtenant might reasonably be expected to exercise control.
This Sublease has been fully reviewed and negotiated by each party and their counsel and shall not be more
strictly construed against either party,
14,9 Entire Aqreement: GoveminQ Law; Time, This Sublease and the Exhibits and Riders, if any,
attached hereto are incorporated herein and set forth the entire agreement between Sublandlord and Subtenant
concerning the Premises and there are no other agreements or understandings between them. This Sublease
and its Exhibits and Riders may not be modified except by agreement in writing executed by Sublandlord and
Subtenant. This Sublease shall be construed in accordance with and governed by the laws of the State of Florida,
Time is of the essence of this Sublease,
14,10 No Partnership, The parties hereby acknowledge Ihat it is not their intention under this Sublease
to create between themselves a partnership, joint venture, tenancy-in-common, joint tenancy, co-ownership, or
agency relationship, Accordingly, notwithstanding any expressions or provisions contained herein, nothing in this
Sublease, whether based on the calculation of rental or otherwise, shall be construed or deemed !o create, or to
express an intent to create, a partnership, joint venture, tenancy-in-common, joint tenancy, co-ownership or
agency relationship of any kind or nature whatsoever between the parties hereto, The provisions of this section
shall survive expiration of the Term,
14,11 Quiet Eniovment. If Subtenant pays rent and other charges and fully observes and perlorms aU of
its obligations under this Sublease, Subtenant shall be entitled to peaceful and quiet enjoyment of the Premises
for the Term without interruption or interlerence by Sublandlord or any person claiming through Sublandlord,
14,12 BrokeraQe, Sublandlord and Subtenant each represent and warrant one to the other that except
as set forth in the Sublease Summary, neither of them has employed any broker in connection with the
negotiations of the terms of this Sublease or the execution thereof, Sublandlord and Subtenant hereby agree to
indemnify and 10 hold each other harmless against any loss, expense, or liability with respect to any claims for
commissions or brokerage fees arising from or out of any breach of the foregoing representation,a9d warranty.
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Sublandlord recognizes the broker(s) specified in the Sublease Summary as the sole broker(s) with whom
Sublandlord has dealt in this transaction and agrees to pay any commissions determined to be due said broker(s),
14,13 Radon Notice, Chapter 88.285, Laws of Florida, requires the following notice to be provided with
respect to the contract for sale and purchase of any building, or a rental agreement for any building:
"RADON GAS: Radon is a naturally occurring radioactive gas that, When it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed to it over time, Levels of radon that
exceed federal and state guidelines have been found in buildings in Florida, Additional information regarding
radon and radon testing may be obtained from your county public health unit."
14,14 Master Lease, Eijt<;o~t "'U "T1:-"~':''' p.._"I.I-:-.I 7"<;1 r"?j'J~t 1'1 tt:>u r:1"r:1dic11.11:.gil""']' J;Tj'''itii~"~ 'jt
n'J~f"" 1(1 '1 "it ''''in 'i'lblu~'[''1, l'~'j t'Jm:lil=liltigo:t -::t (7) t"'~ ~1:Thr I 9'Of<J 'J'r (~) U<1~t ti'Jl=!:ii<1iF! ~3r:';I9-"l't of b.M~'J,
o;fQt..,d OlC 9f 'igFtil'T'~"" ::It', ltlg, (IP':' "C'l=Q"F!q 1 I'lQt'J"), rn."'iI'J<1 iR Qffltii..,1 R%'gmti igg~ 171liiQ ...t c:':il'l 171::1. ",:t
t"''1 PubliC' R9Cgrq(j ,:,' nii1!2fg C''J'JI't)" C'19Fidiil, tnlt"1u1 Ips ^391'~~' JFld 'i'LlbliilRdl9m iA SI1RA9<;tiQ" ..,:t'" t!:l~ I "':"" U
f1i..,mi il'lilGI:! W9hll (<1;'_9,.1 for iiI hrr-iRilti'ilA gf tP\7 C'''?''I'<1 ' '1\i<1'U'J iF! ~\7RAUtiti9R "'ill:! tl:!g pUrtiRiiUil1 g~' 'i"lJ'~Rd";m1
-::f ro9 title hi' tl:!'i1 R'J'tl':' 'ipil~9) ,:"'_11 bg qi1-oq~'l1 t,:" "'<7 1 h.":~'G't:'j'l' 'Jf t"i-rr 'i'rtrJ\7"'~'J If the Master Lease is ever
terminated because Sublandlord has become the fee simple owner of the Retail Space, then those obligations under
this Sublease that the Sublandlord is to request the Agency to perform (including, without limitation, the repair and
maintenance obligations described in sections 5,2 and 11,1 of this Sublease), shall automatically and without further
instrument become the obligations of Sublandlord to perform under the Sublease from and after the date that the
Master Lease is so terminated,
14,15 Execution, This Sublease has been submitted for discussion purposes only and shall not be
deemed an offer by either party to the other to enter into this Sublease unless and until this Sublease shalt have
been executed by both parties, indicating their acceptance of the terms and conditions contained herein,
14,16 TRIAL BY JURY. SUBLANDLORD AND SUBTENANT EACH HEREBY WAIVES ITS RIGHT
TO A JURY TRIAL OF ANY ISSUE OR CONTROVERSY ARISING UNDER THIS SUBLEASE.
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EXECUTED as of the day and year first. above written,
WITNESSES:
SUBLANDLORD:
MB REDEVELOPMENT, IN~,. a Florida corporation
By:
Name:
Title:
SUBTENANT:
ABKEY NO, 17, INC" a Florida corporation
By:
Name:
TItle:
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