373-2000 RDA
RESOLUTION 373-2000
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING THE
CHAIRMAN AND SECRETARY TO EXECUTE A LEASE AGREEMENT
WITH LIQUOR LOUNGE CAFE, INC., FOR SUITE "A" IN THE
ANCHOR SHOPS AT SOUTH BEACH, COMPRISING
APPROXIMATELY 2,250 SQUARE FEET, AND TERMINATING THE
SUBLEASE AGREEMENT WITH XANDO, INC., D/B/A XANDO
COFFEE AND BAR, IN TWO (2) YEARS, FOR THE SAME PREMISES
IN THE ANCHOR SHOPS AT SOUTH BEACH.
WHEREAS, Subsequent to the closing of Xando in August 2000, the Administration has
been coordinating with Xando Cosi, Inc., (Xando) to identify a suitable tenant to lease space,"A"
in the Anchor Shops at South Beach, comprising 2,250 square feet; and
WHEREAS, The 2,250 square foot location contains finishes and equipment suitable for a
restaurant and/or bar and also comes with a full liquor license; and
WHEREAS, Upon leasing space "A", Xando is desirous of terminating its Sublease for the
same space; and
WHEREAS, As a condition for teminating the Sublease with Xando, the Miami Beach
Redevelopment Agency (RDA), is seeking to recover $45,320 in leasing commissions paid in
connection with the Xando lease, as well as any rent due until such time that a new tenant is secured
for the space; and
WHEREAS, Since mid-October, Xando and the Administration have been negotiating with
Timothy Wilcox of Liquor Lounge Cafe, mc" (Liquor Lounge), who is proposing a first-class, high-
end lounge for the space, offering a wide variety of liquors and cordials; and
WHEREAS, since the termination of the Retail Space Master Lease Agreement, the
Administration has assumed the responsibility of managing and leasing the retail space at the Anchor
Shops; and
.
WHEREAS, as Landlord of the Anchor Shops, the RDA must approv\! (in its reasonable
judgement), the terms and conditions of any proposed lease agreement; and
WHEREAS, the proposed Retail Lease Agreement ("Lease Agreement") with Liquor
Lounge, which is attached hereto, is for a term often years, at a rate of$84,510 ($37.56/sq.ft) per year
for the first five years and increasing to $88,740 ($39.44/sqft) in years six through ten; and
WHEREAS, Liquor Lounge will pay $14,085, (equivalent to two-months rent), as a security
deposit; and
WHEREAS, the costs associated with the construction of the tenant improvements of the
retail space and other connections and services are the responsibility of the Liquor Lounge; and
WHEREAS, Liquor Lounge will execute an unconditional completion warranty for the retail
space improvements and provide a Surety Warranty Bond to cover the cost of the improvements,
estimated at approximately $96,000; and
WHEREAS, the Rent Commencement Date pursuant to the terms of the proposed Lease
Agreement with Liquor Lounge starts on December 1, 2000; and
WHEREAS, Xando has agreed to provide a corporate guarantee on the Lease Agreement
with Liquor Lounge for a period of two (2) years from the Rent Commencement Date; and
WHEREAS, Xando has agreed to reimburse the RDA for leasing commissions, previously
funded, in the amount of$45,320 and an assignment of its liquor license as additional collateral to
the RDA at the time oftermination.
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 authorize the Chairman and the Secretary to
execute the attached Lease Agreement with Liquor Lounge Cafe, Inc., for Suite "A" in the Anchor
Shops at South Beach, comprising approximately 2,250 square feet, and terminating the Sublease
with Xando, Inc., d/b/a Xando Coffee and Bar, in two (2) years, for the same premises in the Anchor
Shops at South Beach.
PASSED AND ADOPTED this 29th day of November, 2000.
~
ATTEST:
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SECRETARY
T:\AGENDA\2000\nov29\JIDA\ANCHLIQUOR.RBS
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FORM & lANGUAGE
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Miami Beach
Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Telephone: (305) 673- 7295
Fax: (305) 673- 7772
REDEVELOPMENT AGENCY MEMORANDUM NO. 00- I ~
November 29, 2000
TO: Chairman and Members ofthe Board
of the Miami Beach Redevelopment Agency
FROM:
Jorge M. Gonzalez \ ~
Executive Director 0' (J
SUBJECT: A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING THE CHAIRMAN
AND SECRETARY TO EXECUTE A LEASE AGREEMENT WITH LIQUOR
LOUNGE CAFE, INC., FOR SUITE "A" IN THE ANCHOR SHOPS AT
SOUTH BEACH, COMPRISING APPROXIMATELY 2,250 SQUARE FEET,
AND TERMINATING THE SUBLEASE AGREEMENT WITH XANDO,
INC., D/B/A XANDO COFFEE AND BAR IN TWO (2) YEARS, FOR THE
SAME PREMISES IN THE ANCHOR SHOPS AT SOUTH BEACH.
ADMINISTRATION RECOMMENDATION:
Adopt the resolution.
BACKGROUND:
Subsequent to the closing ofXando's in August 2000, the Administration has been coordinating with
Craig Hantgen, Director of Real Estate for Xando Cosi, me" (Xando) to identifY a suitable substitute
tenant to lease the space. The 2,250 square foot location contains finishes and equipment suitable
for a restaurant andlor bar and also comes with a full liquor license.
Since mid-October, Xando and the Administration have been negotiating with Timothy Wilcox of
Liquor Lounge Cafe, Inc., (Liquor Lounge), who is proposing a first-class, high-end lounge for the
space, offering a wide variety of liquors and cordials, including but not limited to, cocktails, beers,
ales and wines from allover the world, fresh squeezed juices and fruit drinks. A light dining menu
will also be available, subject to the approval of the Landlord, for on-premises consumption. The
facility will also provide entertainment in the form ofJive jazz and piano music, in compliance with
standards set forth in the City's Noise Ordinance.
'()UTti 1)()I/lIliTl:
l?edevel()pment [)lstr1<<:t
Agenda Item .36
1\-'2<4.-00
Date
Although there is a provision in Xando's Sublease allowing for a further sublease of the space upon
approval of the subtenant by the Landlord, Xando has strongly expressed its desire to terminate their
lease with RDA in exchange for the RDA to contract directly with Liquor Lounge under the same
current lease terms and a full reimbursement for leasing commissions of $45,320 previously paid.
While Xando has guaranteed their lease and therefore, it would appear that it is in the City's best
interest not to terminate their Agreement but rather allow for a subtenant to operate the facility,
Xando is adamant with the respect to their request for termination. The Administration has
negotiated and Xando has agreed to continue to guarantee the lease for an additional two (2) years
from the approval of the lease with Liquor Lounge, essentially agreeing to a sublease arrangement
for two (2) years with a subsequent termination. The RDA deems it is more desirable to have an
operational tenant than a closed retail outlet and feels the two (2) years will allow the sub-tenant to
evidence their retail viability. Therefore, while the City may be compromising its position by
allowing for a lease termination within two (2) years, Xando has agreed to reimburse the RDA for
leasing commissions, previously funded, in the amount of$45,320 and an assignment of their liquor
license as additional collateral to the RDA at the time of termination. Xando has negotiated this as
a condition of their sale of improvements to Liquor Lounge, Xando's focus has been to recover
some of its costs associated with the build-out of the space, pass on the financial obligations for
terminating the Sublease and not to incur any further lease payments. Xando's two-year rent
abatement period expired at the end of October and its pre-paid rent deposit was applied against the
first month's rent on November 1,2000, Liquor Lounge will be obligated for the December 2000
rent payment and for the 10 years remaining under the lease. Xando will continue to guarantee the
first two (2) years of the remaining 10 year term to evidence if Liquor Lounge is a viable and
sustainable operation.
The proposed Lease with Liquor Lounge satisfies the Administration's expectations, in that the lease
calls for the Tenant to assume the same rent structure as in Xando's Sublease, starting at $84,510
($37.56/sq.ft) per year for the first five years and increasing to $88,740 ($39.44/sqft) in years six
through ten. The Rent Commencement would be on December 1, 2000, Additionally, at the time
the Lease is executed, the Tenant will pay $14,085, (equivalent to two-months rent), as a security
deposit. The Tenant will also be required to execute an unconditional completion warranty for the
retail space improvements and provide a Surety Warranty Bond to cover the cost of the
improvements, estimated at approximately $96,000.
The Administration has reviewed and is satisfied with Mr. Wilcox's financial references and
business experience which includes the operation of three successful restaurantlbars in Miami Beach.
In researching Mr. Wilcox's standing with the City in terms payment history ofresort tax, license
fees and/or permit fees, there is a small issue involving past-due sand tax owed in connection with
a former beach concession owned by Mr. Wilcox. Mr. Wilcox is remitting full payment by
November 27,2000. As such, the Administration recommends authorizing the execution of the
Lease Agreement with Liquor Lounge Cafe, Inc., and a termination of the Sublease with Xando, Inc.
in two (2) years, December 2003.
JMG:c~ar'/rl'
T:\AGENDA\2000\nov29\RDA\ANClDiquor.DOC
attachments
LANDLORD:
Miami Beach Redevelopment Agency, a public body
corporate and politic
1700 Convention Center Drive
Miami Beach, Florida 33139
TENANT:
Liquor Lounge Cafe, Inc" a Florida corporation
4299 Collins Avenue
Miami Beach, Florida 33140
DATE OF EXECUTION:
D l t EMA. f,erfl..
:;LO
,2000
ANCHOR SHOPS AT SOUTH BEACH
RETAIL LEASE
\IC;H2ISYS'OOHP\$All.IAIe'*Kl~nchorGa~\SuM.E\Liquorlouna.L._.Flnal.doc
(i)
LEASE SUMMARY
The following is a summary of basic lease provisions with respect to the Lease, It is an integral part of the
Lease, and terms defined or dollar amounts specified in this Summary shall have the meanings or amounts as
stated, unless expanded upon in the text of the Lease and its Exhibits, which are attached to and made a part of
this Summary,
1,
2,
3,
4,
5,
6.
7.
8,
9,
Date of Lease Execution:
Du.t:::l<<~ ~
,2000
"Landlord":
Miami Beach Redevelopment Agency
Landlord's Address:
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Executive Director
with a copy to:
City of Miami Beach
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Legal Department
"Tenant":
Liquor Lounge Cafe, Inc,
Tenant's Address:
Liquor Lounge Cafe, Inc,
4299 Collins Avenue
Miami Beach, Florida 33140
Attention: Mr, Timothy Wilcox, President
"Guarantor":
Mr, Timothy Wilcox will provide a personal Warranty and
will place a Surety Warranty Bond in the amount of
$100,000 to complete Tenant Improvements,
Guaranto~s Address:
Mr. Timothy Wilcox
4299 Collins Avenue
Miami Beach, Florida 33140
Premises (section 1,1 ):
As shown on Exhibit "B"
1550 Collins Avenue - Suite 1
Miami Beach, Florida 33139
Gross Rentable Area of
Premises (section 1,1 ):
Approximately 2,250 rentable square feet, plus the
square footage of the outdoor patio area described in
section 3,8 of the Lease,
10,
Gross Rentable Area of
Retail Soace (section 1,1):
Approximately 20,500 rentable square feet
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(H)
11,
Tenant's Proportionate
Share (section 2,4):
12, Permitted Use of
13,
Term of Lease (section 1,1\:
14, "Minimum Rene (section 2,2\:
15,
LEASE YEAR
1
2
3
4
5
6
7
8
9
10
Additional Rent (section 2.2):
N/A
Premises (section 3,1\: First-class, high scale lounge
selling a wide variety and selection of liquors and
cordials, including: the saie of cocktails, beers, ales, and
wines from around the world, fresh sqeezed juices fruit
drinks; the right to prepare a light dining menu (subject to
be approved by Landlord) for on-Premises consumption;
the right to provide for the seating of patrons; the right to
provide live entertainment in the form of live jazz and/or
piano playing, in compliance with the standards provid"d
in the City's Noise Ordinance; and the right to table
service and table settings (and subject to the prohibited
uses described in Exhibit "0" to the Lease),
Ten (10\ vears
"Commencement Date": The date that Landlord delivers
possession of the Premises to Tenant for purposes of
Tenant performing Tenant's Work, as hereinafter
defined, which is intended to be simultaneous with
Landlord's execution and delivery of the Lease,
"Rent Commencement Date": The later of (i) December
1, 2000 or (ii) the Commencement Date, Tenant wiil
complete Tenant's Work, as hereinafter defined, within
sixty (60) days of the Rent Commencement Date,
"Expiration Date": Ten (10) years after the Rent
Commencement Date.
ANNUAL MINIMUM RENT
MONTHLY PAYMENT
(PLUS SALES TAX)
$84,510,00
$84,510,00
$84,510,00
$84,510,00
$84,510,00
$88,740,00
$88,740,00
$88,740,00
$88,740.00
$88,740,00
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$7,042,50
$7,042.50
$7,042,50
$7,042.50
$7,042,50
$7,395,00
$7,395,00
$7,395,00
$7,395.00
$7,395,00
N/A
(iii)
1S,
17,
18,
19,
20,
21,
22,
23,
24,
25,
PercentaQe Rental (section 2,3):
Prepaid Rent (section 2,2):
First Month Rent:
Security Deposit (section 2,7):
Cost Pass-Throullhs (section 2.4):
Comprehensive General
Liability Insurance (section S,1 ):
Monthlv Promotional CharQe
(section 13.1):
Broker(s) (section 14.12):
Completion Date for Tenant's Work
(section 5,1 ):
Trade Name (section 3,1):
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N/A
N/A
Due on March 1, 2001 with payment of Third Month
Rent. (Payment of the Second Month Rent is due on
February 1, 2001,)
$14,085,00 (excludes sales tax) (due upon execution of
Lease) ,
N/A
$1,000,000,00
N/A
N/A
The earlier of (i) the date Tenant opens for business, or
(ii) sixty (SO) days after Rent Commencement Date,
Tenant shall provide Landlord a copy of the Occupational
License to the Premises before opening.
Liquor Lounge Cafe
(iv)
THIS LEASE (the "Lease"), dated the .d!/!day of _bla;tMlJ.l!J!"...~ is made between Miami
Beach Redevelopment Agency, a public body corporate and politic (the "Landlord"), and Liquor Lounge Cafe, Jnc"
a Florida corporation (the "Tenant"),
RECITALS:
A, The Landlord is the fee simple owner of a certain facility (the "Facility") containing a municipal
parking garage and appurtenances containing approximately eight hundred (800) parking spaces (the "Garage") and
certain retail space (the "Retail Space") located in an area bounded by Washington and Collins Avenues in the
proximity of 16th Street, City of Miami Beach, Metropolitan Dade County, Florida, as more particularly described in
Exhibit "A," attached hereto and made a part hereof (the "Land"), The Landiord is the fee simple owner of the La~d
and the Facility.
B, Landlord and Tenant desire to enter into this Lease for a portion of the Retail Space, on the terms
and conditions hereinafter 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, Landlord and Tenant
hereby agree as follows:
ARTICLE I. TERM,
1.1 Grant: Term. In consideration of the performance by Tenant of its obligations under this Lease,
Landlord leases to Tenant, and Tenant leases from Landlord, for the Term, 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 the Retaii
Space gross rentable area shown on the Lease Summary do not represent accurate measurements of the square
footage contained in the Premises or the Retail Space, but are mere estimates,
The "Term" of the Lease is the period from the Commencement Date as specified in the Lease
Summary, through the Expiration Date, as specified in the Lease Summary,
1,2. Landlord's Work, Tenant acknowledges and agrees that it is accepting possession of the
Premises in as-is condition and that, except as otherwise expressly hereinafter set forth, Landlord has ;;0
obligation to furnish, render, or supply any money, work, labor, material, fixture, equipment, or decoration with
respect to the Premises. Landlord has caused or will cause the completion 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 Landlord's architect and engineer
(the "Project Plans and Specifications") and made available to Tenant prior to the date hereof:
(i) storefront and Doors: Interior of storefront and doors finished with standard color (which may not
be modified by Tenant), Entry doors to be provided with hardware (which may not be modified by Tenant), Rear
service door provided, with locking mechanism, in compliance with fire/other, as required by South Florida Building
Code, All doors and storefront have been wired for the installation of a theft protection system, (Storefront sills
are excluded.)
(Ii) Ceiling: Exposed to structure, with a portion of drywall, suspending ceiling located along the
service counter, along the south end of Premises,
(iii) Demising Walls: Limited to 3 5/8" metal studs and drywall paneling, rated under fire/other, as
required by South Florida Building Code,
(iv) Exterior Walls: Exposed, finished masonry or concrete,
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(v) Flooring: Compacted fill suitable for structural slab, concrete slab, and public area flooring
composed of ceramic tile and polished wood, over a built-in platform,
(vi) Plumbing/Bathrooms/Food Preparation Sinks: Domestic water terminating at Premises. Size of
service for spaces at 16th Street and Washington Avenue will be 3/4", and size of service for
spaces at Collins Avenue will be 1 1/4", Sanitary waste lines terminating at Premises, Size of
lines are 4" for all spaces, Tenant to install a water consumption sub-meter in an area accessible
by the Landlord to prorate water consumption costs, Two food preparation sinks and related
equipment are installed and properly connected to the waterlsanitary systems, Two bathrooms,
equipped and finished in full, and in compliance with existing code requirements,
(vii) Walk-In Refrigerator: a walk-in refrigerator, located in the food preparation area, is installed and
connected to electrical and plumbing sources,
(viii) Electrical Fixtures/Meter: Conduit sized at 2" terminating at Premises. Electrical panel and wiring
appropriate for Premises is installed, Electrical fixtures include two(2) ceiling Fans, spot lights,
and other, Tenant is responsible for the installation and maintenance of an electrical meter for the
premises,
(ix) Fire Sprinklers: Lines and heads as required by code. (Changes, if any, are Tenant's
responsibility, )
(x) Mechanical System (Air-Conditioning/Heating): The type of system installed is as follows: For
spaces at Collins Avenue - split HV AC system (with roof curb provided by Landlord), The system
includes duct distribution work, and is installed per existing codes, The roofing membrane located
underneath the HVAC system supports has been installed in accordance to existing codes and is
guarantee, Tenant is to coordinate all maintenance and repair of the HVAC System units with
Landlord, at Tenant's expense,
(xi) Roofing: Tenant shall coordinate with Landlord the repair and maintain the roofing system for the
Premises. Landlord has identified leakages in at least two locations, Tenant shall repair, at its
own expense, the existing leakages, at the time of performing Tenant's Work,
(xii) Exterior Signs: Electrical junction box provided within storefront, to provide power with conduit
from exterior box to interior of Premises,
Landlord reserves the right to modify the plans and specifications for the Shell Improvements in response to
building code requirements and/or construction conditions, Tenant is responsible for any and all utility impact fees
and connection fees, charges, and/or deposits as may be required in connection with Tenant's Work, as
hereinafter defined,
Upon the expiration of five (5) business days following the Commencement Date, the Premises
shall be conclusively deemed to be accepted by Tenant unless Tenant shall have given Landlord written notice of
any contended defects in the Premises,
1,3 Condition Precedent. This Lease, 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:
Tenant shall be in a position to have the State of Florida issue a liquor license for Tenant's
business operations at the Premises within sixty (60) days after the date of this Lease,
The liquor license permitting process shall be at Tenant's sole expense. Tenant shall use its best and utmost
efforts in pursuing the issuance of the liquor license, including, without limitation, that Tenant shall apply for the
liquor license as soon as legally permissible after the date hereof, and Tenant shall thereafter diligently pursue
\\CH2\SYSIOOHP\SAlL\AI"xandra\ArlCtIof GarllQell"a5'l'lllISu~" ElLiQuor lDunlle Leas". Final,dnc 2
such process using its best efforts, If the condition precedent set forth above has not been duly and timely
satisfied as provided above, despite Tenant's best and utmost efforts, then either party may terminate this Lease
by written notice to the other delivered within ten (10) days after the expiration of such sixty (60) days period,
whereupon Landlord shall return the prepaid rent to Tenant, and both parties shall be relieved of all further
obligations under this Lease,
ARTICLE II. RENT,
2,1 Covenant to Pav, Tenant shall pay to Landlord all sums due hereunder from time to time from the
Rent Commencement Date without prior demand, together with all applicable Florida sales tax thereon; however,
unless otherwise provided in this Lease, payments other than Tenant's regular monthly payments of Minimum
Rent shall be payable by Tenant to Landlord within five (5) days following demand, All rent or other charges that
are required to be paid by Tenant to Landlord shall be payable at Landlord's address indicated on the Lease
Summary, Minimum Rent and additional rent (which is all sums payable to Landlord other than Minimum Rent) for
any" Lease Year" consisting of less than twelve (12) months shall be prorated on a per diem basis, based upon a
period of 365 days, "Lease Year" means the twelve (12) full calendar months commencing on the
Commencement Date. However, the final Lease Year may contain less than twelve (12) months due to expiration
or sooner termination of the Term, Tenant agrees that its covenant to pay rent and all other sums under this Lease
is an independent covenant and that all such amounts are payable without counterclaim, set-off, deduction,
abatement, or reduction whatsoever, except as expressly provided for in this Lease,
2,2 Minimum Rent. Subject to any escalation which may be provided for in this Lease, Tenant shall
pay Minimum Rent for the Term in the initial amount specified in the Lease Summary, which, except for the first
installment, shall be payable throughout the Term in equal monthly 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 Lease Summary, The first monthly installment of Minimum Rent shall be due on the date of this
Lease, The Minimum Rent described above shall be adjusted during the Term of this Lease as provided in the
Lease Summary.
2,3, Percentaae Rental. Intentionally Omitted,
2.4 Ooeratina Costs; Taxes, Intentionally Omitted,
2,5 Pavment of Personal Property Taxes; Sales Tax Reports, Tenant shall pay, when due, all taxes
attributable to the personal property, trade fixtures, business, occupancy, or sales of Tenant or any other occupant
of the Premises and to the use of the Retail Space by Tenant or such other occupant. Tenant shall provide
Landlord with copies of Tenant's sales tax reports provided to the State of Florida, as and when such reports are
provided to the State, Landlord shall have the right to disclose such reports to any person or entity having an
interest or prospective interest in the Retail Space,
2,6 Rent Past Due, If any payment due from Tenant shall be overdue more than five (5) days, a late
charge of five (5%) percent of the delinquent sum may be charged by Landlord, If any payment due from Tenant
shall remain overdue for more than fifteen (15) days, 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 Landlord, 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 Landlord,
2,7 Security Deposit. Landlord acknowledges receipt of a security deposit in the amount specified on
the Lease Summary to be held by Landlord, without any liability for interest thereon, as security for the
performance by Tenant of all its obligations under this Lease, Landlord shall be entitled to commingle the security
deposit with Landlord's other funds, If Tenant defaults in any of its obligations under this Lease, Landlord may at
its option, but without prejudice to any other rights which Landlord may have, apply all or part of the security
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deposit to compensate Landlord for any loss, damage, or expense sustained by Landlord as a result of such
default. If all or any part of the security deposit is so applied, Tenant shall restore the security deposit to its
original amount on demand of Landlord, Subject to the provisions of section 2.4, within thirty (30) days following
termination of this Lease, if Tenant is not then in default, the security deposit will be returned by Landlord to
Tenant.
Notwithstanding the foregoing, for purposes of the security deposit described in the Lease Summary and
the above paragraph, Tenant, at its option, shall have the right to post an irrevocable, unconditional, and
transferable Letter of Credit, which Letter of Credit shall comply with the provisions of Exhibit "2.7," attached
hereto and made a part hereof. If Tenant delivers the Letter of Credit to Landlord, then Landlord will return the
cash security deposit promptly after Landlord's receipt of the Letter of Credit.
2,8 Landlord's Lien, To secure the payment of all rent and other sums of money due and to become
due hereunder and the faithful performance of this Lease by Tenant, Tenant hereby gives to Landlord an express
first and prior contract lien and security interest on all property now or hereafter acquired (including fixtures,
equipment, chattels, and merchandise) which may be placed in the Premises and also upon all proceeds of any
insurance which may accrue to Tenant by reason of destruction of or damage to any such property, Such
property shall not be removed therefrom without the written consent of Landlord until all arrearages in rental and
other sums of money then due to Landlord hereunder shall first have been paid; provided, Tenant may operate its
business in the ordinary course and the removal of merchandise from the Premises by customers of Tenant shall
not be a default under this section, All exemption laws are hereby waived in favor of said lien and security interest.
This lien and security interest is given in addition to Landlord's statutory lien and shall be cumulative thereto,
Landlord shall, in addition to all of its rights hereunder, also have all of the rights and remedies of a secured party
under the Uniform Commercial Code as adopted in the State in which the Premises is located, To the extent
permitted by law, this Lease shall constitute a security agreement under Article 9 of the Florida Uniform
Commercial Code,
ARTICLE III, USE OF PREMISES,
3.1 Permitted Use. The Premises shall be used and occupied only for the sale at retail of goods or
services as specified in the Lea3e Summary. The business of Tenant in the Premises shall be carried on under
the name specified in the Lease Summary and under no other name unless approved by Landlord in writing.
Tenant shall carry on its business 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 Lease or any applicable municipal or other governmental law or regulation, or would
otherwise be inconsistent with a first-class retail center or incompatible with retail uses ancillary to a first-class
convention center hotel. Tenant shall observe all reasonable rules and regulations established by Landlord from
time to time for the Retail Space, The rules and regulations in effect as of the date hereof are attached to and
made a part of this Lease as Exhibit "c," Landlord will provide a copy of any amendments to the rules and
regulations at least seven (7) days prior to the effective date of any such amendments, Tenant shall display such
name as Landlord 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 Tenant. Tenant shall promote such name in any
advertisements or promotional material published or initiated by Tenant 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 Landlord
may from time to time adopt, and every name or mark adopted by Landlord in connection with the Retail Space
shall be used by Tenant only in association with the business carried on in the Premises during the Term and
Tenant's use thereof shall be subject to such reasonable regulation as Landlord may from time to time impose,
3,2 Compliance with Laws. The Premises shall be used and occupied in a safe, careful, and proper
manner so as not to contravene any present or future laws, rules, regulations, constitutions, orders, ordinances,
charters, statutes, codes, executive orders, and requirements of all governmental authorities having juriSdiction over
the Premises or any street, road, avenue, or sidewalk comprising a part of, or lying in front of, the Premises or any
vault in or under the Premises (including, without limitation, any of the foregoing relating to handicapped access or
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parking, the local building codes, and the laws, rules, regulations, orders, ordinances, statutes, codes, and
requirements of any applicable Fire Rating Bureau or other body exercising similar functions), the temporary and/or
permanent certificate or certificates of occupancy issued for the Premises as then in force, and any and all provisions
and requirements of any property, casualty, or other insurance policy required to be carried by Tenant under this
Lease. If due to Tenant's use of the Premises, repairs, improvements, or alterations are necessary to comply with
any of the foregoing, Tenant shall pay the entire cost thereof,
3,3 Sians, Tenant, at Tenant's expense, shall erect and maintain identification signage upon the
storefront of the Premises, The design and specification of such signage shall be subject to Landlord's sign
criteria as adopted from time to time and such design and specification (including camera-ready artwork) shall be
submitted for Landlord's prior approval. Except with the prior written consent of Landlord, Tenant 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 Tenant's storefront or storefront window. Landlord's signage criteria is attached
hereto and made a part hereof as Exhibit "E,"
3.4 Environmental Provisions,
(a) Tenant shall not knowingly incorporate into, use, or othelWise place or dispose of at the
Premises or in the Retail Space (or allow others to incorporate into, use, or othelWise place or dispose of at the
Premises or in the Retail Spacol) any Hazardous Materials, as hereinafter defined, unless (i) such Hazardous
Materials are for use in the ordinary course of business (i.e" as with office or cleaning supplies), (ii) notice of and a
copy of the current material safety data sheet is prOl/ided to Landlord for each such Hazardous Material (except
for Hazardous Materials used by Tenant in the ordinary course of business (i.e" as with office or cleaning
supplies)), and (iii) such materials are handled and disposed of in accordance with all applicable governmental
laws, rules, and regulations, If Landlord or Tenant ever has knowledge of the presence in the Premises or the
Retail Space of Hazardous Materials which affect the Premises, such party shall notify the other thereof in writing
promptly after obtaining such knowledge, For purposes of this Lease, "Hazardous Materials" shall mean:
(a) petroleum and its constituents; (b) radon gas, asbestos in any form which is or could become friable, urea
formaldehyde foam insulation, transformers or other equipment which contain dielectric fluid containing levels of
polychlorinated 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 US,C, S 9061 et
seq,; the Hazardous Materials Transportation Act, as amended, 49 U,S.C, S 1801, et sea,; the Resource
Conservation and Recovery Act, as amended, 42 U,S,C, S 6901, et sea,; the Federal Water Pollution Control Act, as
amended, 33 U,S,C, S 1251, et sea,; 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 Tenant or its employees, agents, or contractors shall ever violate the provisions of
subsection (a), above, then TeMnt 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 Landlord, provided that such work shall commence not later than thirty (30)
days from such notice and be diligently and continuously carried to completion by Tenant or Tenant's designated
contractors, Tenant shall notify Landlord of its method, time, and procedure for any clean-up or removal of
Hazardous Materials under this provision; and Landlord shall have the right to require reasonable changes in such
method, time, or procedure or to require the same to be done after normal business hours or when the Retail
Space is othelWise closed (i.e., holidays) if reasonably required for the protection of other tenants or occupants of
the Retail Space.
(c) Tenant agrees to defend, indemnify, and hold harmless Landlord, and the City of Miami
Beach (the "City") against any and all claims, costs, expenses, damages, liability, and the like, which Landlord may
\\CI12\SYS't)OH~\A"dOd~nc:MrGIII'1IQ8\Leaslng\S"'''E\LiquorLo\lllQ. LeaM.-Filllll.doC 5
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 Tenant, its agents,
employees, or assigns, Tenant's liability under this section 3.4 shall survive the expiration or any termination of this
Lease,
3,5 Hours; Continued Occupancy, During the Term, Tenant shall conduct its business in the
Premises, at a minimum, on all days and during all hours established by Landlord from time to time as store hours
for the Retail Space, However, Tenant shall open for business no later than 9;00 a,m, and shall close no earlier
than 11 :00 p,m,; provided, however, that Tenant may alter such hours during the summer months with the prior
written consent of landlord, w:lich will not be unreasonably withheld, Tenant may conduct business on the
Premises, in addition to the foregoing times, in Tenant's reasonable judgment in order to maximize sales from the
Premises, at Tenant's sole expense, However, landlord shall not be responsible for providing common area or
other services during such additional hours, Tenant 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 Lease Summary, and
shall continuously, actively, and diligently carry on the business specified in section 3,1 on the whole of the
Premises during the Term, during such hours and upon such days as are herein required, except when prevented
from doing so by force majeure (as the term is described in section 14,1), Tenant acknowledges that its continued
occupancy of the Premises and the regular conduct of its business therein are of utmost importance '0
neighboring tenants and to landlord in the renting of space in the Retail Space, the renewal of other leases
therein, the efficient and economic supply of services and utilities, Tenant acknowledges that Landlord is
executing this lease in reliance thereupon and that the same is a material element inducing Landlord to execute
this Lease. Tenant shall not keep or display any merchandise on or otherwise obstruct the common areas and
shall not sell, advertise, conduct, or solicit business anywhere witilin the Retail Space other then in the Premises,
Tenant shall ship and receive supplies, fixtures, equipment, furnishings, wares, and merchandise only through the
appropriate service and delivery facilities provided by Landlord; and 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 landlord for such purpose,
Tenant shall maintain available a substantial stock of goods, wares, and merchandise adequate to ensure
successful operation of Tenant's business, and shall employ and maintain sales and other personnel sufficient at
all times for proper service to customers. In recognition of Tenant's monetary contribution to Landlord (in the form
of rent) and Tenant's general contribution to commerce within the Retail Space (also important in landlord's
determination to execute this l.,~ase with Tenant), Tenant agrees that during the Term neither Tenant, or any
guarantor or affiliate, parent, or subsidiary of Tenant will own, lease, or operate another store, department within a
store, or any structure or site for retail business conducting the same business as described in item 12 within one
(1) miles of any point in the Retail Space,
3,6 Prohibited Uses, Notwithstanding any other provisions of this lease, Tenant shall not use the
Premises nor permit them to be used for any of the following purposes: (A) for the sale by Tenant, as its principal
business purpose, of any merchandise which Tenant, in the course of its normal business practice, purchases at
manufacturers' clearances or purchases of ends-of-runs, bankruptcy stock, seconds, or other similar merchandise;
(B) for the sale of second-hand goods, war surplus articles, insurance salvage stock, fire sale stock, merchandise
damaged by or held out to be damaged by fire, except merchandise damaged by fire or smoke occurring in the
Retail Space, and then only for thirty (30) days after the date of any such damage; (C) as an auction or flea
market; (D) for a bankruptcy sale or going-out-of-business sale or liquidation sale or any similar sale, unless
Tenant is in fact in bankruptcy or is going out of business or is in liquidation, in which case such sale shall not
continue beyond thirty (30) days; (E) a business primarily used for an order office, mail order office, or catalogue
store; or (F) any business in which Tenant 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, So long as Tenant is in actual occupancy of the Premises and using the Premises
for the permitted use set forth in (he Lease Summary, Landlord agrees not to enter into any leases for space in the
Retail Space with persons or entities whose primary business at the Retail Space would be a cocktail lounge;
provided, however, the Tenant acknowledges that other space in the Premises will be occupied by a
'.\CM2ISVS\DOl-lP\SALL'Ale~andra\Anc~or Ga,"O"IL"as,nlllS,,,u, '::'-1.<<1'''''' 1.000ng<'l Leu" - Fi<lal.~"" 6
"Fuddruckers" or other restaurant with liquor bar service.
3,8 Patio SeatinQ. Subject to Tenant's compliance with all applicable laws, ordinances, rules, and
regulations, Tenant shall be permitted to install and maintain an outdoor patio area in front of the Premises in the
location shown on Exhibit "B" hereto solely for purposes of seating for and serving of Tenant's customers, The
size of the patio area will be the lesser of (i) 750 square feet or (ii) the maximum square footage permissible under
applicable codes, The installation and maintenance of the patio area shall be subject to the obligations imposed
upon Tenant in this Lease with respect to Tenant's use and occupancy of the Premises, including, but not limited
to, Articles V and VI; provided, however, that there shall be no additional consideration due from Tenant with
respect to the rights granted to Tenant pursuant to this section.
3,9 Extension of Credit. Intentionally omitted,
3,10 Cotenancy. Intentionally omitted,
ARTICLE IV. ACCESS AND ENTRY,
4.1 RiQht of Examination, Landlord shall be entitled at all reasonable times and upon reasonable
notice (but no notice is required in emergencies) to enter the Premises to examine them if Landlord reasonably
believes that Tenant is not complying with any of its obligations hereunder; to make such repairs, alterations, or
improvements thereto as Landlord 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, Landlord reserves to itself (and
others acting on behalf of Landlord including, without limitation, the City) the right to install, maintain, use, and
repair pipes, ducts, conduits, vents, wires, and other installations leading in, through, over, or under the Premises
and for this purpose, Landlord may take all material into and upon the Premises which is required therefor. Tenant
shall not unduly obstruct any pipes, conduits, or mechanical or other electrical equipment so as to prevent
reasonable access thereto. Landlord reserves the right to use all exterior walls and roof area, Landlord shall
exercise its rights under this section, to the extent possible in the circumstances, in such manner so as to minimize
interference with Tenant's use and enjoyment of the Premises and Tenant's property,
4,2 RiQht to Show Premises. Landlord and its agents have the right to enter the Premises at all
reasonable times and upon reasonable notice to show them to prospective purchasers, lenders, or anyone having
a prospective interest in the Retail Space, and, during the last six (6) months of the Term (or the last six (6)
months of any renewal term if this Lease is renewed), to show them to prospective tenants, Landlord shall
exercise its rights under this section, to the extent possible in the circumstances, in such manner so as to minimize
interference with Tenant's use and enjoyment of the Premises and Tenant's property,
ARTICLE V, INITIAL CONSTRUCTION; MAINTENANCE, REPAIRS. AND ALTERATIONS,
5,1, Tenant's Construction ObliQations.
(a) Subject to the provisions hereof, Tenant shall, at its expense, cause the construction and
installation of all improvements to the Premises in accordance with Tenant's Plans, as hereinafter defined, and as
necessary to permit Tenant to occupy same and conduct normal business operations (such improvements being
referred to herein as "Tenant's Work"),
(b) Within five (5) days after the date of this Lease, Tenant, at Tenant's expense, agrees to
fumish to Landlord a preliminary schedule of finishes and conceptual plan for the Premises, The preliminary
schedule of finishes and conceptual plan shall be subject to Landlord's review and approval, not to be
unreasonably withheld or delayed, Landlord shall notify Tenant in writing of its acceptance or of its objections to
\\CH2\SYS'OOHP\SALl\o\lltundrl\Anttlor G--O'\L8"InQ\Su~. E\Uqllllr loul'lQll LuSll- Flnal.lIoC: 7
the preliminary schedule of finishes and conceptual plan within ten (10) business days after such preliminary
schedule has been provided to Landlord, Should Tenant fail to submit the preliminary schedule of finishes and
conceptual plan within the time period set forth above, or should Tenant fail to make any reasonable modifications
Landlord may require within five (5) business days of notice thereof, then either such event shall be deemed to be
a default under this Lease,
(c) Within ten (10) days after execution of this Lease, Tenant, at Tenant's expeQse, agrees to
furnish to Landlord a set of schematic drawings (including an initial space plan), which shall also include as an
attachment a schedule of finishes and Tenant's proposed construction budget (the "Schematic Drawings") for
Tenant's Work, The construction budget shall include detailed descriptions of the scope of work and provide for a
minimum expenditure by Tenant for Tenant's Work, The Schematic Drawings shall be subject to Landlord's
review and approval, not to be unreasonably withheld, Landlord shall notify Tenant in writing of its acceptance or
of its objections to the Schematic Drawings, Should Tenant fail to submit the Schematic Drawings within the time
period set forth above, or should Tenant fail to make any reasonabie modifications Landlord may require within
five (5) business days of notice thereof, then either such event shall be deemed to be a default under this Lease,
Tenant acknowledges that submission of satisfactory Schematic Drawings is a condition to Landlord's entering
into this Lease with Tenant and that if Tenant fails to furnish Schematic Drawings acceptable to Landlord within the
time periods set forth herein, then, in such event, Tenant shall be in defauit under this Lease, and Landlord shall
have the option to declare this Lease null and void, The Schematic Drawings, as approved by Landlord, shall be
incorporated herein by reference and made part of this Lease.
(d) Within ten (10) days after the date Landlord has approved the Schematic Drawings,
Tenant, at Tenant's expense, agrees to furnish to Landlord a complete, detailed set of plans and specifications
through the design development stage ("Tenant's Plans") for Tenant's Work, which shall include, without limitation,
all working drawings, elevations, finish selections, and signage schematics, along with a separate schedule
detailing Tenant's estimated expenditures in connection with Tenant'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, Tenant's Plans shall be
based on the approved Schematic Drawings and shall be in a form sufficient to obtain a building permit from the
City, Tenant's Plans shall be prepared by Tenant's architect and engineer(s), which architect and engineer(s) shall
be subject to Landlord's prior written approval, not to be unreasonably withheld or delayed, If Tenant elects to
retain Landlord's architect and/or engineer(s), such architect and/or engineer(s) shall nonetheless be considered
to be Tenant's agent(s) for purposes of this section 5,1, Tenant's Plans shall be subject to Landlord's reasonable
review and approval, which approval shall not be unreasonably withheld or delayed, Landlord shall notify Tenant in
writing of its acceptance or of its objections to Tenant's Plans within ten (10) business days after the Tenant's
Plans have been provided to Landlord, Should Tenant fail to submit Tenant's Plans within the time period set forth
above, or should Tenant fail to make any reasonable modifications Landlord may require within five (5) business
days of notice thereof, then either such event shall be deemed to be a delay caused by Tenant. Notwithstandil1g
Landlord's review and approval of Tenant's Plans, Landlord assumes no responsibility whatsoever, and shall not
be liable, for the manufacturer's, architect's, or engineer's design or performance of any structural, mechanical,
electrical, or plumbing systems or equipment of Tenant.
(e) Once Landlord approves Tenant's Plans, Tenant shall, within five (5) days, provide
Landlord with two (2) sets of Tenant's Plans (and any changes to Tenant's Plans and/or the approved construction
budget shall be made only by written addendum signed by both parties), Tenant's Plans, as approved by Landlord,
shall be incorporated herein by reference and made part of this Lease,
(I) Within "m (10) days after the date Landlord has approved Tenant's Plans, Tenant, at
Tenant's expense, agrees to furnish to Landlord a complete and detailed set of construction documents in AlA
form, including all exhibits ("Tenant's Construction Documents") for Tenant's Work, which shall be prepared by
Tenant's architects, Tenant's Construction Documents shall be subject to Landlord's prior written approval, which
approval shall not be unreason<:bly withheld or delayed, and Tenant shall receive written notification of Landlord's
approval or objections to Tenant's Construction Documents, Should Tenant fail to submit Tenant's Construction
\\cH"l\SYS\QOHPlSALLIJI18lUlndfalAnCMr Gar8ll"Il.U.inll\$u~" E\Liquor L<lu1lQCl Le_ - Flnill.doo 8
Documents with the period set forth above or should Tenant fail to make any reasonable modifications, Landlord
may request within five (5) business days of notice hereof, then either such event shall be deemed a delay caused
by Tenant. Notwithstanding Landlord's review of Tenant's Construction Documents, Landlord assumes no
responsibility whatsoever and shall not be liable with respect to any item contained therein,
(g) Once Landlord approves Tenant's Construction Documents, Tenant shall, within five (5)
days, provide Landlord with two (2) sets of Tenant's Construction Documents (and any changes to Tenant's
Construction Documents and/or the approved construction budget shall be made only by written addendum signed
by both parties),
(h) Tenant shall use only licensed contractors and subcontractors approved in writing by
Landlord to complete the construction and installation of Tenant's Work, which app<,oval shall not be unreasonably
withheld or delayed, Within te~ (10) days after the date hereof, Tenant shall provide to Landlord certificates of
insurance evidencing that Tenant has the required comprehensive general liability insurance required of Tenant
under the Lease, In addition, Tenant shall provide to Landlord certificates of insurance evidencing that Tenant's
generai contractor has in effect (and shall maintain 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 Landlord and Tenant); 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 Landlord and Tenant and that any other insurance maintained by Landlord or Tenant 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, Landlord and Tenant are to be
included as an additional insured for insurance coverages required of the general contractor. Tenant shall inform
its contractor, subcontractors, and material suppliers that Landlord'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 Tenant's
behalf and that Landlord has filed a notice in the public records of Dade County, Florida, to that effect. All
Inspections and approvals necessary and appropriate to complete Tenant's Work in accordance with Tenant's
Plans and as necessary to obtain a certificate of use and occupancy as hereinafter provided are the responsibility
of Tenant and its general contractor. Tenant shall arrange a meeting prior to the commencement of construction
between Landlord and Tenant's contractors for the purpose of organizing and coordinating the completion of
Tenant's Work,
(i) Once Tenant's Plans have been approved by Landlord, Tenant shall diligently pursue the
issuance of a building permit therefor, Tenant shall commence Tenant's Work (and shall be required to diligently
pursue same) upon receipt of the building permit. If Tenant has not commenced Tenant's Work by such date, or if
Tenant has not achieved Su,-'~tantial Completion of Tenant's Work in accordance with Tenant's Plans, as
approved by Landlord, by the date set forth in the Lease Summary, then, in either such event, Tenant shall be in
default under this Lease, and Landlord shall have the option to declare this Lease null and void and exercise any
remedies available under this Lease, Shouid this Lease be declared null and void pursuant to this paragraph,
Tenant shall forfeit all rights to any deposits, advance rent, and any other payments made under this Lease, and
Landlord shall have no further liability to Tenant under this Lease, "Substantial Completion" of Tenant's Work shall
mean that Tenant's Work has been completed In accordance with the approved Tenant'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 Tenant's business,
Ul All of Tenant'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, Dade Edition, and in accordance
with Landlord's construction rules and regulations pertaining to contractors, Upon completion of Tenant's Work,
Tenant shall furnish Landlord:
\\C~f2\.SVS\OOHP\SALL\Akl."n<1r3\Anctlf}r GaraqeILrlniflljIS,.,11l ~.\l;)",:>, L"""'lll LrlIlM. FiMI,doc 9
(1) 3 certificate of use and/or occupancy issued by the City and other evidence
satisfactory to Landlord that Tenant has obtained the governmental approvals necessary to permit occupancy; and
(2) a notarized affidavit from Tenant's contractor(s) that all amounts due for work
done and materials furnished in completing Tenant's Work have been paid; and
(3) releases of lien from any subcontractor or material supplier that has given
Landlord 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 !'>y
Tenant, at its expense, and all such work shall be done to Landlord's satisfaction, If any patched and painted area
does not match the original surface, then the entire surface shall be repainted at Tenanfs expense, Tenant agrees
to indemnify and hold harmless Landlord, its agents, and employees from and against any and all costs,
expenses, damage, loss, or liability, including, but not limited to, reasonable attorneys' fees and costs, which arise
out of, is occasioned by, or is in any way attributable to the build-out of the Premises or any subsequent
improvements or alterations by Tenant pursuant to this Lease, Tenant, at its expense, shall be responsible for the
maintenance, repair, and replacement of any and all items constructed by Tenant's contractor,
(I) Tenant shall not alter the existing fire alarm system in the Premises or the Retail Space,
Tenanfs Plans shall include detailed drawings and specifications for the design and installation of Tenant's fire
alarm (and security) system(s) for the Premises, Such system(s) shall meet all appropriate building code
requirements, and the fire alarm system shall, at Tenant's expense, be integrated into Landlord's fire alarm system
for the Retail Space, (Landlord is not required to provide any security system,) Landlord's electrical contractor
and/or fire alarm contractor shall, at Tenant's expense, make all final connections between Tenant's and
Landlord's fire alarm systems, Tenant shall insure that all work performed on the fire alarm system shall be
coordinated at the job site with the Landlord's representative,
(m) A copy of the Tenant's schedule of finishes and conceptual plan is attached hereto as
Exhibit "F," In any case, the quality of finishes for the Premises will be at least equal to the quality of finishes in
Tenant's other retail locations,
(n) Tenant hereby certifies to and covenants with Landlord that, in connection with Tenant's
Work in connection with Tenanfs standard build out of its locations (excluding the Base Building Items), Ten~,lt
will incur approximately Fifty Thousand and No/100 ($50,000,00) Dollars, which amount includes only the "hard"
and "soft" construction costs (including, without limitation, architectural, engineering, and permitting fees), and
does not include any furniture or inventory,
(0) Notwithstanding anything to the contrary contained in this section 5,1, because Tenant
may be utilizing a different general contractor for the Base Building Items than for the remainder of Tenant's Work,
the Schematic Drawings, Tenant's Plans, and Tenant's Construction Documents shall be bifurcated so that the
Base Building Items are reflected in a separate set of Schematic Drawings, Tenanfs Plans, and Tenant's
Construction Documents,
5,2 Maintenance and Repairs bv Landlord, It is hereby acknowledged and agreed that Landlord is
solely responsible to maintain and repair certain portions of the Retail Space, Landlord shall use all reasonable
efforts (but at no cost or expense to Landlord) to fulfill its maintenance and repair obligations, Tenant will notify
Landlord in writing of any necessary repairs that are the obligation of Landlord, Landlord shall not be responsible
for any damages caused to Tenant by reason of failure of any equipment or facilities serving the Retail Space or
delays in the performance of any work for which the Landlord is responsible to perform pursuant to this Lease,
Notwithstanding any other provisions of this Lease, if 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 Tenant, its employees, agents,
\\c1-l2\SYS'DOHP\$ALLlAlllxandrlll.ol.ncllor GlllIQIl\teaslllll\Sll~lt E'LiQuor Loul1llll Luse. Finatdflc 10
invitees, licensees, or contractors, Landlord shall have the right to perform same and the cost of such repairs,
replacement, or alterations shall be paid by Tenant to Landlord upon demand, In addition, if, in an emergency, it
shall become necessary to make promptly any repairs or replacements required to be made by Tenant, Landlord
may re-enter the Premises and proceed forthwith to have the repairs or replacements made and pay the costs
thereof, Within ten (10) days after written demand, Tenant shall reimburse Landlord for the cost of making the
repairs,
5,3 Maintenance and Reoairs bv Tenant. Tenant 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 Landlord pursuant to this
Lease, Without limiting the generality of the foregoing, Tenant is specifically required to maintain and make
repairs to (i) the portion of any pipes, lines, ducts, wires, or conduits contained within the Premises; (ii) windows,
plate glass, doors, and any fixtures or appurtenances composed of glass (including, without limitation, interior and
exterior washing of windows <;;,d plate glass); (iIi) Tenant'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 Tenant, or the failure of Tenant to perform its obligations under this Lease, All repair and maintenance
performed by Tenant in the Premises shall be performed by contractors or workmen designated or approved by
Landlord, which approval shall not be unreasonably withheld or delayed, At the expiration or earlier termination of
the Term, Tenant shall surrender the Premises to Landlord in as good condition and repair as Tenant is required
to maintain the Premises throughout the Term, reasonable wear and tear excepted, Tenant shall also furnish,
maintain, and replace all electric light bulbs, tubes, and tube casings located within or serving the Premises and
Tenant's signage, all at Tenant's sole cost and expense, Tenant shall be responsible for all trash removal for its
business operations, including, without limitation, that Tenant shall keep all wet garbage under refrigeration,
5.4 Approval of Tenant's Alterations, No alterations (including, without limitation, improvements,
additions, or modifications to the Premises) shall be made by Tenant to the Premises without Landlord's prior
written approval, which, as to exterior or structural alterations may be withheld in Landlord's sole discretion, Any
alterations by Tenant shall be performed at the sole cost of Tenant, by contractors and workmen approved by
Landlord, which approval shall not be unreasonably withheld or delayed, in a good and workmanlike manner, and
in accordance with all applica"'le laws and regulations, Notwithstanding the foregoing, interior, nonstructural
alterations which do not require a building permit may be made without Landlord's consent, but Tenant shall notify
Landlord in writing prior to making any such alterations,
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 Lease become Landlord's property, Tenant may, during the Term, in the usual course
of its business, remove its trade fixtures, provided that Tenant is not in default under this Lease; and Tenant shall,
at the expiration or earlier termination of the Term, at its sole cost, remove such of the leasehold improvements
(except for improvements installed by Landlord prior to the Commencement Date) and trade fixtures in the
Premises as Landlord shall require to be removed and restore the Premises to the condition existing prior to such
removal. Tenant shall at its own expense repair any damage caused to the Retail Space by such removal. If
Tenant does not remove its trade fixtures at the expiration or earlier termination of the Term, the trade fixtures
shall, at the option of Landlord, become the property of Landlord and may be removed from the Premises and SOld
or disposed of by Landlord in such manner as it deems advisable without any accounting to Tenant.
5,6 Liens, Tenant shall promptly pay for all materials supplied and work done in respect of the
Premises by, through, or under Tenant so as to ensure that no lien is recorded against any portion of the Retail
Space or against Landlord's or Tenant's interest therein, If a lien is so recorded, Tenant shall discharge it promptly
by payment or bonding, If any such lien against the Retail Space or Landlord's interest therein is recorded and not
discharged by Tenant as above required within fifteen (15) days following written notice to Tenant, Landlord shall
have the right to remove such lien by bonding or payment and the cost thereof shall be paid immediately from
Tenant to Landlord, Landlord and Tenant expressly agree and acknowledge that no interest of Landlord in the
I\cH2ISVSIOOHPlSAlLlAlelllndr.lAndlor GlItaQlllI..eMinlllSlliIe E\l..iQlOOf Louf108 Le_. Flnel.l!oc 11
Premises or the Retail Space shall be subject to any lien for improvements made by Tenant in or for the Premises,
and Landlord shall not be liable for any lien for any improvements made by Tenant, such liability being expressly
prohibited by the terms of this Lease, In accordance with applicable laws of the State of Florida, Landlord has filed
in the public records of Dade County, Florida, a public notice containing a true and correct copy of this paragraph,
and Tenant hereby agrees to inform all contractors and material suppliers performing work in or for or supplying
materials to the Premises of the existence of said notice,
5,7 Utilities. Tenant shall pay to Landlord, or as Landlord directs, all gas, electricity, water, and other
utility charges applicable to the Premises as separately metered, In addition, Tenant'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 Tenant's consumption of
electrical services exceeds either the rated capacity and/or design load of the Retail Space, then Tenant shall
remove the equipment and/or lighting to achieve compliance within ten (10) days after receiving written notice from
Landlord, or such equipment and/or lighting may remain in the Premises, so long as (a) Tenant shall pay for all
costs of installation and maintenance of submeters, wiring, air-conditioning, and other items required by Landlord,
in Landlord's reasonable discretion, to accommodate Tenant's excess design loads and capacities; and (b)
Tenant shall pay to Landlord, within thirty (30) days after rendition of a bill, the cost of the excess consumption of
electrical service at the rates charged to Landlord by Florida Power & Light, which shall be in accordance with any
applicable laws, .
ARTICLE VI. INSURANCE AND INDEMNITY,
6,1 Tenant's Insur"nce, Tenant shall, throughout the Term (and any other period when Tenant 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 Tenant's
insurers may have against Landlord and against those for whom Landlord is in law responsible including, without
limitation, its directors, officers, agents, and employees, and (except with respect to Tenant's chattels)
incorporating a standard New York/Florida mortgagee endorsement (without contribution), Such insurance shall
insure property of every kind owned by Tenant in an amount not less than the full replacement cost thereof (new),
with such cost to be adjusted no less than annually, Such policy shall include as additional insureds Landlord a:'d
its affiliates and any mortgagee Qf Landlord, the City, and any mortgagee of the Landlord 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 Lease Summary; provide for severability of interests; and
include as additional insureds Landlord and its affiliates and any mortgagee of Landlord, the City, and any
mortgagee of Landlord in connection with a mortgage on the Facility,
(C)
legal requirements.
Worke~s compensation and employe~s liability insurance in compliance with applicable
(D) Business interruption insurance, sufficient to insure Tenant for no less than one (1) full
year of loss of business, with the Landlord named thereon as loss payee to the extent permitted by applicable law,
(E) Any other form of insurance which Tenant or Landlord, acting reasonably, requires from
time 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 Dade County, Florida,
All policies referred to above shall: (i) be taken out with insurers licensed to do business in Florida
and reasonably acceptable to Landlord; (iI) be in a form reasonably satisfactory to Landlord; (iil) be
non-contributing with, and shall apply only as primary and not as excess to any other insurance available to
Landlord or any mortgagee of Landlord; (iv) contain an undertaking by the insurers to notify Landlord by certified
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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 Landlord's standard form or, if required by a mortgagee, copies of such insurance
policies certified by an authorized officer of Tenant's insurer as being complete and current, shall be delivered to
Landlord promptly upon request. If Tenant 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 Landlord or any mortgagee, and Tenant does
not commence and continue to diligently cure such default within two (2) business days after written notice by
Landlord to Tenant specifying the nature of such default, then Landlord has the right, without assuming any
obligation in connection therewith, to effect such insurance at the sole cost of Tenant and all outlays by Landlord
shall be paid by Tenant to Landlord as additional rent without prejudice to any other rights or remedies of Landlord
under this Lease, Tenant shall ..at 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 Damaoe, Tenant acknowledges that the Landlord, will be performing any maintenance
and repairs required of Landlord hereunder, Landlord 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 Tenant 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 Tenant or others from any cause, unless such death, injury, loss, or damage results from the gross
negligence or willful misconduct of Landlord, Without limiting the generality of the foregoing, Landlord shall not be
liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, falling ceiling
tile, failing fixtures, steam, gas, electricity, water, rain, flood, or leaks from any part of the Premises or from the
pipes, sprinklers, appliances, plumbing works, roof, 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 Landlord. Tenant agrees to indemnify Landlord 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 Landlord,
arising from any occurrence in, upon, or at the Premises, or the occupancy, use, or improvement by Tenant or its
agents or invitees of the Premisp.s or any part thereof, or occasioned wholly or in part by any act or omission of
Tenant its agents, employees, and invitees or by anyone permitted to be on the Premises by Tenant.
6,3 Waiver of SubroQation, Landlord and Tenant each hereby waives on behalf of itself and its
insurers (none of which shall,~ver be assigned any such claim or be entitled thereto due to subrogation or
otherwise) 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 Lease, 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. Landlord and Tenant 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 Landlord and Tenant shall each indemnify, defend, and hold harmless the other against any loss or
expense, including reasonable attorneys' fees (appellate or otherwise) resulting from the failure to obtain such
waiver.
ARTICLE VII. DAMAGE AND DESTRUCTION,
7,1 Damaoe to Premises, Tenant acknowledges that if the Premises are partially or totally destroyed
due to fire or other casualty, any repairs to or rebuilding of the damaged portions of the Retail Space will be
performed by Landlord and in any event only to the extent that Landlord is required to repair or rebuild the Retail. If
Landlord repairs or rebuilds, Minimum Rent shall abate proportionately to the portion of the Premises, if any,
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rendered untenantable from the date of destruction or damage until the repairs have been substantially completed,
Upon being notified that the repairs have been substantially completed, Tenant shall diligently perform all other
work required to fully restore the Premises for use in Tenant's business, in every case at Tenant's cost and without
any contribution to such cost by Landlord, whether or not Landlord has at any time made any contribution to the
cost of supply, installation, or construction of leasehold improvements in the Premises, Tenant agrees that during
any period of reconstruction or repair of the Premises, it will continue the operation of its business within the
Premises to the extent practicable, If all or any part of the Premises shall be damaged by fire or other casualty
and the fire or other casualty is caused by the fault or neglect of Tenant or Tenant'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 Landlord such
reconstruction or repair cannot be completed within one hundred twenty (120) days of the happening of the
damage or destruction, Landlord may, at its option, terminate this Lease on notice to Tenant given within thirty (30)
days after such damage or destruction and Tenant shall immediately deliver vacam possession of the Premises in
accordance with the terms of this Lease,
In addition, if Landlord undertakes the reconstruction or repair, and does not complete same within
nine (9) months after the date of the fire or other casualty (subject to the time required to prepare plans for
reconstruction, to obtain building permits, to receive distribution of insurance proceeds, and to complete the likely
contract bidding process and all other relevant factors, but not to exceed an additional ninety (90) days), then
Tenant shall have the right to terminate this Lease by written notice to Landlord delivered within thirty (30) days
after the expiration of such nine (9) month period (or as extended), whereupon both parties shall be relieved of all
further obligations hereunder, except as otherwise expressly set forth herein,
ARTICLE VIII, ASSIGNMENT, LEASES, AND TRANSFERS,
8,1 Transfer bv Tenant. Tenant shall not enter into, consent to, or permit any Transfer, as hereinafter
defined, without the prior written consent of Landlord in each instance, which consent may be granted or withheld
in Landlord's sole and absolute discretion for any reason or for no reason, For purposes of this Lease, "Transfe~'
means an assignment of this Lease in whole or in part; a sublease of all or any part of the Premises; any
transaction whereby the rights of Tenant under this Lease or to the Premises are transferred to another; any
mortgage or encumbrance of this Lease or the Premises or any part thereof or other arrangement under which
either this Lease or the Premises become security for any indebtedness or other obligations; and if Tenant is a
corporation or a partnership the transfer of a controlling interest in the stock of the corporation or partnership
interests, as applicable, If there is a permitted Transfer, Landlord 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
Lease but no acceptance by LanJlord of any payments by a transferee shall be deemed a waiver of any provisions
hereof regarding Tenant. Notwithstanding any Transfer, Tenant shall not be released from any of its obligations
under this Lease, Landlord's consent to any Transfer shall be subject to the further condition that if the Minimum
Rent and additional rent pursuant to such Transfer exceeds the Minimum Rent and additional rent payable under
this Lease, the amount of such excess shall be paid to Landlord, If, pursuant to a permitted Transfer, Tenant
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, Tenant shall, upon receipt thereof,
pay to Landlord an amount equivalent to such consideration,
In addition, Tenant shall not grant any purchase money security interest in its furniture, fixtures, and
equipment in the Premises, without prior written consent of the Landlord,
8,2 Assiqnment bv SubLandlord, Intentionally omitted,
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ARTICLE IX, DEFAULT.
9,1 Defaults, A default by Tenant shall be deemed to have occurred hereunder, if and whenever:
(i) any Minimum Rent is not paid when due whether or not any notice or demand for payment has been made by
Landlord; (ii) any other additional rent is in arrears and is not paid within five (5) days after written demand by
Landlord; (iii) Tenant has breached any of its obligations in this Lease (other than the payment of rent) and Tenant
fails to remedy such breach within thirty (30) days (or such shorter period as may be provided in this Lease), or if
such breach cannot reasonably be remedied within thirty (30) days (or such shorter period), then if Tenant fails to
immediately commence to remedy and thereafter proceed diligently to remedy such breach, in each case after
notice in writing from Landlord; (iv) Tenant becomes bankrupt or insolvent; (v) any of Landlord's policies of
insurance with respect to the Retail Space are canceled or adversely changed as a result of Tenant's use or
occupancy of the Premises; or (vi) the business operated by Tenant in the Premises shall be closed by
governmental or court order for any reason,
9.2 Remedies, In the event of any default hereunder by Tenant, then without prejudice to any other
rights which it has pursuant to this Lease or at law or in equity, Landlord shall have the following rights and
remedies, which are cumulative and not alternative:
(A) Landlord may cancel this Lease by notice to Tenant and retake possession of the
Premises for Landlord's account, or may terminate Tenant's right to possession of the Premises without
terminating this Lease. In either event, Tenant shall then quit and surrender the Premises to Landlord, If Landlord
terminates Tenant's right to possession of the Premises without terminating this Lease, Tenant's liability under all
of the provisions of this Lease shall continue notwithstanding any expiration and surrender, or any re-entry,
repossession, or disposition hereunder,
(B) Landlord may enter the Premises as agent of Tenant to take possession of any property
of Tenant on the Premises, to store such property at the expense and risk of Tenant or to sell or otherwise dispose
of such property in such manner as Landlord may see fit without notice to Tenant. Re-entry and removal may be
effectuated by summary dispossess proceedings, by any suitable action or proceeding, or otherwise, Landlord
shall not be liable in any way in connection with its actions pursuant to this section, to the extent that its actions are
in accordance with law,
(C) If Landlord terminates Tenant's right to possession of the Premises without terminating
this Lease under subsection (A) above, Tenant shall remain liable (in addition to accrued liabilities) to the extent
legally permissible for all rent and all of the charges Tenant would have been required to pay until the date this
Lease would have expired had such cancellation not occurred, Tenant's liability for rent shall continue
notwithstanding re-entry or repossession of the Premises by Landlord, In addition to the foregoing, Tenant shall
pay to Landlord such sums as the court which has jurisdiction therefor may adjudge as reasonable attorneys' fees
with respect to any successful lawsuit or action instituted by Landlord to enforce the provisions of this Lease,
(D) Landlord may relet all or any part of the Premises for all or any part of the unexpired
portion of the Term of this Lease or for any longer period, ad may accept any rent then attainable; 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, Landlord shall be under no obligation to relet
or to attempt to relet the Premises, except as expressly set forth below,
(E) If Landlord terminates Tenant's right to possession of the Premises without terminating
this Lease under subsection (A) above, and Landlord so elects, the rent hereunder shall be accelerated and
Tenant shall pay Landlord damages in the amount of any and all sums which would have been due for the
remainder of the Term (reduced to present value using a discount factor equal to the stated prime lending rate on
the date of Tenant's default by , andlord's then existing mortgagee or, if there is no mortgagee, by Citibank, NA,
New York), Prior to or following payment in full by Tenant of such discounted sum promptly upon demand,
Landlord shall use good faith efforts to relet the Premises, If Landlord receives consideration as a result of a
\\CH2\S'r$\ODHP\SA.LLlAle.andrs\Anchor OSn.g<l1Le8.inglStJ"e .::\LIQUo.- Lounge Lease. Final.dt>c L5
reletting of the Premises relating to the same time period for which Tenant has paid accelerated rent, such
consideration actually received by Landlord, less any and all of Landlord's cost of repairs, alterations, additions,
redecorating', and other expenses in connection with such reletting of the Premises, shall be a credit against such
discounted sum, and such discounted sum shall be reduced if not yet paid by Tenant as called for herein, or if
Tenant has paid such discounted sum, such credited amount shall be repaid to Tenant by Landlord (provided said
credit shall not exceed the accelerated amount),
(F) Landlord may remedy or attempt to remedy any default of Tenant under this Lease for the
account of Tenant and to enter upon the Premises for such purposes, No notice of Landlord's intention to perform
such covenants need be given Tenant unless expressly required by this Lease, Landlord shall not be liable to
Tenant for any loss or damage caused by the reasonable acts of Landlord in remedying or attempting to remedy
such default and Tenant shall pay to Landlord all expenses incurred by Landlord in connection with remedying or
attempting to remedy such def.,'ult. Any expenses incurred by Landlord shall accrue interest from the date of
payment by Landlord until repaid by Tenant at the highest rate permitted by law,
9,3 Costs. Tenant shall pay to Landlord on demand all costs incurred by Landlord, including attorneys'
fees and costs at all tribunal levels, incurred by Landlord in enforcing any of the obligations of Tenant under this
Lease, In addition, upon any default by Tenant, Tenant shall be also liable to Landlord for the expenses to which
Landlord may be put in re-entering the Premises; repossessing the Premises; painting, altering, or dividing the
Premises; combining the Premises with an adjacent space for any new tenant; putting the Premises in proper
repair; protecting and preserving the Premises by placing watchmen and caretakers therein; reletting the Premises
(including attorneys' fees and disbursements, marshall's fees, and brokerage fees, in so doing); and any other
expenses reasonably incurred by Landlord,
9.4 Additional Remedies; Waiver. The rights and remedies of Landlord set forth herein shall be in
addition to any other right and remedy now and hereinafter provided by law. All rights and remedies shall be
cumulative and non-exclusive of each other. No delay or omission by Landlord in exercising a right or remedy
shall exhaust or impair the same or constitute a waiver of, or acquiescence to a default.
9,5 Default bv Landlord. In the event of any default by Landlord, Tenant's exclusive remedy shall be
an action for damages or injunction, but prior to any such action Tenant will give Landlord written notice specifying
such default with particularity, and Landlord shall have a period of thirty (30) days following the date of such notice
in which to cure such default (provided, however, that if such default reasonably requires more than thirty (30)
days to cure, Landlord shall ha~e a reasonable time to cure such default, provided Landlord commences to cure
within such thirty (30) day periorj and thereafter diligently prosecutes such cure to completion), Notwithstanding
any provision of this Lease, Landlord shall not at any time have any personal liability under this Lease, In the
event of any breach or default by Landlord of any term or provision of this Lease, Tenant agrees to look solely to
the equity or interest then-owned by Landlord in the Retail Space, and in no event shall any deficiency judgment
be sought or obtained against Landlord. It is expressly understood that the obligations of Landlord under this
Lease are solely corporate obligations, and that, except for conversion, fraud, or winful 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 Landlord, or of any successor corporation, or any of them, under or by reason of the obligations,
covenants, or agreements of Landlord contained in this Lease 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 Lease or implied therefrom are expressly waived and released as a condition of, and as a
consideration for, the execution of this Lease,
1\CH2\SYS'OOHP\JALL\A,.,..,ndnI,,4,ncllOr G~\LHSinQ\SUIt. EIJ..iquor Lounge t.H$e. Flnat,(lac: 16
ARTiCLE X, ESTOPPEL CERTIFICATE; SUBORDINATION,
10,1 Estoppel Certificate, Within ten (10) days after written request by Landlord, Tenant shall deliver in
a form supplied by Landlord, an estoppel certificate to Landlord as to the status of this Lease, including whether
this Lease is unmodified and in' full force and effect (or, if there have been modifications, that this Lease is in full
force and effect as modified and identifying the modification agreements); the amount of Minimum Rent and
additional rent then being paid and the dates to which same have been paid; whether or not there is any existing
or alleged default by either party with respect to which a notice of default has been served, or any facts exist
which, with the passing of time or giving of notice, would constitute a default and, if there is any such default or
facts, specifying the nature and extent thereof; and any other matters pertaining to this Lease as to which Landlord
shall request such certificate, Landlord, and any prospective purchaser, lender, or ground lessor shall have the
right to rely on such certificate,
10,2 Subordination; Attornment. This Lease and all rights of Tenant shall be subject and subordinate
to any and all mortgages, security agreements, or like instruments resulting from any financing, refinancing, or
collateral financing (including renewals or extensions thereof), and to any and all ground leases, made or arranged
by Landlord of its interests in all or any part of the Retail Space, from time to time in existence against the Retail
Space, whether now existing or hereafter created, Such subordination shall not require any further instrument to
evidence such subordination, However, on request, Tenant shall further evidence its agreement to subordinate
this Lease and its rights under this Lease to any and all documents and to all advances made under such
documents, The form of such subordination shall be made as required by Landlord, its lender, ground lessor,
Tenant shall, if requested by Landlord, or a mortgagee, owner, or purchaser, or by any person succeeding to the
interest of such mortgagee, owner, or purchaser, as the result of the enforcement of the remedies provided by law
or the applicable instrument held by Landlord, such mortgagee, owner, or purchaser, automatically attorn to and
become the tenant of Landlord or any such mortgagee, owner, purchaser, or successor-in-interest, without any
change in the terms or other provisions of this Lease; provided, however, that Landlord, said mortgagee, 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 Landlord, such mortgagee,
owner, or purchaser, or successor, or (c) any amendment or modification in this Lease made without the consent
of Landlord, such mortgagee, owner, purchaser, or successor, or (d) any construction obligation, free rent, or other
concession or monetary allowance, or (e) any set-off, counterclaim, or the like otherwise available against
Landlord, or (f) any act or omission of any prior landlord (including Landlord), Upon request by Landlord, said
mortgagee, owner, or purchaser, or successor, Tenant shall execute and deliver an instrument or instruments
confirming its attornment.
Notwithstanding the foregoing, any such subordination of this Lease shall be conditioned on the Landlord
obtaining a nondisturbance agreement in favor of Tenant from all mortgagees and ground lessors regarding any
financings or overleases entered into by Landlord with respect to the Retail Space, and no subordination shall be
effective without a corresponding non,disturbance agreement.
ARTICLE XI. CONTROL OF RETAIL SPACE BY LANDLORD,
11,1 Use and Maintenance of Common Areas, Tenant and those duing business with Tenant for
purposes associated with Tenant's business on the Premises, shall have a non-exclusive license to use the
common areas for their intended purposes during normal business hours in common with others entitled thereto
and subject to any rules and regulations imposed by Landlord, Landlord shall use reasonable efforts to keep the
common areas in good repair and condition and shall ciean the common areas when necessary, Tenant
acknowledges that any common areas of the Retail Space shall at all times be under the exclusive control and
management of Landlord. For purposes of this Lease, "common areas" shall mean those areas, facilities, utilities,
improvements, equipment, and installations of the Retail Space which serve or are for the benefit of tenants of
more than one component of the Retail Space and which are not designated or intended by Landlord to be leased,
from time to time, or which are provided or designated from time to time by Landlord for the benefit or use of all
tenants in the Retail Space, their employees, customers, and invitees, in common with others entitled to the use or
\\cI12\SYS'OOHP\$A.LLIAleQtldI1l\,t,lldlor G....II..""""UISu~. E~Ul)J Loulllle Lease - Fin",dllC 17
benefit of same, Tenant acknowledges that the Garage portion of the Facility is not a part of the Retail Space, and
that Tenant has no right or license to use the Garage pursuant to this Lease, Any use by Tenant or its invitees of
the Garage Is subject to the rules and regulations in connection therewith imposed by Landlord (or successor
owner) and/or the operator of the Garage, No portion of the garage is under Landlord's control or supervision, and
Landlord shall not be liable for any damage to automobiles of any nature whatsoever to, or any theft of,
automobiles or other vehicles or the contents thereof, while in or about the Garage,
11,2 Alterations bv Landlord, Landlord 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; (i1) relocate the facilities,and improvements in or comprising the Retail Space or erected on the Land;
(i1i) do such things on or in the Retail Space as required to comply with any laws, by-laws, regulations, orders, or
directives affecting the Land or any part of the Retail Space; and (iv) do such other things on or in the Retail Space
as Landlord, In the use of good business judgment determines to be advisable, provided that notwithstanding
anything contained in this sectu' 11,2, access to the Premises shall be available at all times, , Landlord shall not
be in breach of its covenants for quiet enjoyment or liable for any loss, costs, or damages, whether direct or
indirect, incurred by Tenant due to any of the foregoing; provided, Landlord shall exercise its rights under this
section in a manner so as to minimize any disruption or interference with the operation of Tenant's business and
property ,
11,3 Tenant Relocation, Landlord shall have the right, at any time upon sixty (60) days' written notice to
Tenant, to relocate Tenant into other space within the Retail Space comparable to the Premises. Upon such
relocation, such new space shall be deemed the Premises and the prior space originally demised shall in all
respects be released from the effect of this Lease, If Landlord elects to relocate Tenant as above described,
(i) the new space shall contain approximately the same as, or greater usable area than the original space,
(i1) Landlord shall improve the new space, at Landlord's sole cost, to at least the standards of the original space,
(iil) Landlord shall pay the reasonable costs of moving Tenant's trade fixtures and fumishings from the original
space to the new space, (iv) as total compensation for all other costs, expenses, and damages which Tenant may
suffer in connection with the relocation, including but not limited to, lost profit or business interruption, no Minimum
Rent shall be due or payable for the first two (2) full calendar months of Tenant's occupancy of the new space, and
Landlord shall not be liable for any further indirect or special expenses of Tenant resulting from the relocation,
(v) Minimum Rent and all other charges hereunder shall be the same for the new space as for the originai space,
notwithstanding that the new space may be larger than the original space, and (vi) all other terms of this Lease
shall apply to the new space as (he Premises, except as otherwise provided in this paragraph,
ARTICLE XII, CONDEMNATION,
12,1 Total or Partial Takino, If the whole of the Premises, or such portion thereof as will make the
Premises unusable for the purposes leased hereunder, shall be taken by any public authority under the power of
eminent domain or sold to public authority under threat or in lieu of such taking, the Term shall cease as of the day
possession or title shall be taken by such public authority, whichever is earlier ("Taking Date"), whereupon the rent
and all other charges shall be paid up to the Taking Date with a proportionate refund by Landlord of any rent and
all other charges paid for a period subsequent to the Taking Date, If less than the whole of the Premises, or less
than such portion thereof as will make the Premises unusable for the purposes leased hereunder, the Term shall
cease only as to the part so taken as of the Taking Date, and Tenant shall pay rent and other charges up to the
Taking Date, with appropriate credit by Landlord (toward the next installment of rent due from Tenant) of any rent
or charges paid for a period subsequent to the Taking Date: Minimum Rent and other charges payable to
Landlord shall be reduced In proportion to the amount of the Premises taken.
12,2 Award. All 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 Landlord
without any participation by Tenant; Tenant shall have no claim to any such award based on Tenant's leasehold
interest. However, nothing contained herein shall be construed to preclude Tenant, at its cost, from independently
prosecuting any ciaim directly against the condemning authority in such condemnation proceeding for damage to,
\\CH2\8YS'DOHP\SA.LLWeIlar'Id,.'AIld\OrG."""ainglSuh ~~L_.Fln..dOC 18
14,7 Captions and Section Numbers, The captions, section numbers, article numbers, and table of
contents appearing in this Lease are inserted only as a matter of convenience and in no way affect the substance
of this Lease,
14,8 Extended MeaninCls, The words "hereof," "hereto," "hereunder," and similar expressions used in
this Lease reiate to the whoie of this Lease and not only to the provisions in which such expressions appear, This
Lease shall be read with all changes in number and gender as may be appropriate or required by the context, Any
reference to Tenant includes, when the context allows, the employees, agents, invitees, and licensees of Tenant
and all others over whom Tenant might reasonably be expected to exercise control. This Lease has been fully
reviewed and negotiated by each party and their counsel and shall not be more strictly construed against either
party,
14,9 Entire AClreement: GoverninCl Law: Time, This Lease and the Exhibits and Riders, if any, attached
hereto are incorporated herein and set forth the entire agreement between Landlord and Tenant concerning the
Premises and there are no other agreements or understandings between them, This Lease and its Exhibits and
Riders may not be modified except by agreement in writing executed by Landlord and Tenant. This Lease shall be
construed in accordance with and governed by the laws of the State of Florida, Time is of the essence of this
Lease,
14.10 No Partnership. The parties hereby acknowledge that it is not their intention under this Lease to
create between themselves a partnership, joint venture, tenancy-in,common, joint tenancy, co-ownership, or
agency relationship, Accordingly, notwithstanding any expressions or provisions contained herein, nothing in this
Lease, whether based on the calculation of rental or otherwise, shall be construed or deemed to create, or to
express an intent to create, a partnership, joint venture, tenancy-in-common, joint tenancy, co-ownership or
agency relationship of any kind or nature whatsoever between the parties hereto, The provisions of this section
shall survive expiration of the Term,
14,11 Quiet Eniovment. If Tenant pays rent and other charges and fully observes and perfonns all of its
obligations under this Lease, T anant shall be entitled to peaceful and quiet enjoyment of the Premises for the
Term without interruption or interference by Landlord or any person claiming through Landlord.
14,12 BrokeraCle. Landlord and Tenant each represent and warrant one to the other that neither of them
has employed any broker in connection with the negotiations of the terms of this Lease or the
execution thereof, Landlord and Tenant hereby agree to indemnify and to hold each other
harmless against any loss, expense, or liability with respect to any claims for commissions or
brokerage fees arising from or out of any breach of the foregoing representation and warranty
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 buiiding:
"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. Intentionally Omitted.
14,15 Execution, This Lease has been submitted for discussion purposes only and shall not be deemed
an offer by either party to the other to enter into this Lease unless and until this Lease shall have been executed
by both parties, indicating their acceptance of the terms and conditions contained herein,
14.16 TRIAL BY JURY. LANDLORD AND TENANT EACH HEREBY WAIVES ITS RIGHT TO A JURY
TRIAL OF ANY ISSUE OR CONTROVERSY ARISING UNDER THIS LEASE.
\\CH2\8VS'DOHP'\SALL~~\AncIlol'oar.g.~E'UplrI.ounOtl.MM-FNl.doc: 20
EXECUTED as of the day and year first above written,
ATTEST:
LANDLORD:
MIAMI BEACH REDEVELOPMENT AGENCY, a public
body corporate and politic
1A
~fcwk
By:
Name: Neisen Kasdin
Robert Parcher, Secretary
Title: Chairman
TENANT:
LIQUOR LOUNGE CAFE, INC" a Florida corporation
Name:
(
By:
Title:
EXHIBITS'
Exhibit "A": Legal Description
Exhibit "R": Site Plan of Retail Space and Location of Premises
Exhibit "B-1 ". Description of Landlord's Work as of April 9, 1998, Base Building Items and Finishes and Finish
Specifications as of September 29, 1997
Exhibit "e": Rules and Regulations
Exhibit "D": Prohibited Uses
Exhibit "E": Landlord's Signage Criteria
Exhibit "F": Tenant's Conceptual Plan and Schedule of Finishes (To be provided)
Exhibit "0": Tenant's Refurbishing and Opening Costs
Exhibit "H": Tenant's Breakdown of Expenses
APPRCWED AS 10
FORM & lANGlMGE
& fOR EXECunON
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\\C_H\SYS\ATTO\LEVl'rlOTEL\ANCHOR\Anehor Shops LIl"e Forrn,doc
21
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 Dade County, Florida, together with all of 16th Street
(Avenue "C"), less and except the following described parcel:
BEGINNING at the Southwest corner of Biock 54 of said Fisher's First Subdivision of Alton Beach Plat; thence
North 880 0' 53" East along the South line of said Block 54, a distance of 443.08 feet, to the Southeast corner of
said Block 54; thence South or 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 rii)ht 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 corner of said Block 54 and the Point of beginning,
Said lands lying and being in the City of Miami Beach and containing 65,910 square feet (1,5131 Acres) more or
less,
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EXHIBIT "B"
Site Plan of Retail Space and Location of Premises
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EXHIBIT "B-1"
ANCHOR SHOPS AND GARAGE
Description of Landlord's Work
April 9, 1998
Landlord will minimally provide the following improvements, consistent with the Project Plans and
Specifications (a copy of which has been provided to Tenant):
1. Storefront and Doors
. As shown on Project Plans and Specifications,
. Interior of storefront and doors to be finished with standard color (not to be modified by Tenant),
. Entry doors to be provided with hardware (not to modified by Tenant),
. Rear service door to be provided,
(Storefront sills are excluded,)
2. Ceilina
. Exposed to structure except bathroom,
. Ceiling included in bathroom (2'x 2' acoustic tile suspended),
3. Demisina Walls (between tenant spaces)
. Metal studs at 3 "Ia",
. 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. Plumbina
. Includes 'one ADA compliant bathroom with:
a, Standard lavatory and water closet.
b. VCT flooring.
c, 36" 1 'I." dia, grab bar and 42" 1 Y." 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 16'h Street),
. Condensate drainage (1 14" line),
. Natural gas service (except spaces along 16'h Street),
7. Electrical
. For typical space, includes electric service as follows:
I\CH2\SY8'DtJ\otPI.$ALLWbandnI\Anehor a.r.ge'UealnQl$uile!'llquor Louroge ~ - F~.doc: ii
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 I<:V A transformer 480 to 120/208 volt.
g. Greenfield- 1 ' W' + 2" with feeders to transformer.
h. Grounding conductor (transformer to CWP),
i. Nipples, lockouts, and fasteners at meter room,
Ory goods tenant:
a, Four #3/0 CU in 2"C,
b. One 100 amp fusible disconnect switch with fuses 600 volt.
c, Same as above.
d, Use 100 amp panel M.L.O,
e, Use 100 amp panel M.C,B,
f, Use 30 I<:V A transformer,
g. Use all 1- )4",
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 determination dependent upon tenant
space and as per Project Plans and Specifications) based upon one ton cooling per 300 sq, ft" based
upon the following criteria (with Trane or equivalent assumed):
a, Split OX Ur..,!, Eauipment
1, Air handling units shall be fully insulated draw through type, with direct drive blower and
filter rack.
2. Air handlers shall match characteristics and capacities specified on schedules and shall
be provided with 1" throwaway filters,
3, Air cooled condensing units shall be of weatherproof construction, 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,
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Ancllqr Shops. Xand.Q1
Ptelimi."",'Y Budget ~vision
"Additional Project Costs"
1. St......d5.uW::
All storefront C1JIl:':Utly as5Ume(i :n garage GC Cont:rac:t. Assume mcditicaricn as to
operable winciows and dootll.
2. D.""isinll Wal1s
Frame: 3 S/8d metal studs wi!h 5/8" ~ both sides, taped. and spackled. with 1
ho'Qr raring (as per coclc). 15 w.ear :Clot at 12' AFF at S46 / linear foot.
3. P!l:mi<:r Walls:
E.x:is1:in& m.-ary I black walls to be frml.ed. with R-19 iIlsulation. SIS" ~ (taped
and spaclded) at 12' AFF 120 linear foot at S30 per li:nca: foot.
4.~
18" reinfCtced couctct= slab within rebar as per <mginec:r - of - record's pima.
~=eSg.SO sq.l.'t.
5. Refti2Cl"lltcd 1'ruh ~0lI1
( t.aw:!1omi to pro<tid.c:l in n:motc location)
6. Plumb;.,,~
LinJited to under - slab sC01le, to service baths and serving I display area along scum
wall ( 4" gravity sewer !iJJc 1 1/4 dalllelltic wan:r line: ).
7. Elcctri~
Main sctVicc only to provide the equivalent oiSOO Amps at 277/480 and L20/208.
As=ll capacity is within b11ilding and within 300 li:c.c:al feet. Includ=! clccttical
pllllel
8. HVAC
A.ssu1no 17 tmu at $1,500 to $1.800/ tou Includes aU equipment and dUCt wQIk
(s~ or nan-rounded. ) within space. assumi:ng no partitioning_
9. Smi,.,ld~
(ll\lldlntd to provid: cod: - mini",,:um. as per Gullgc PlllIlS md. Spccific:arious, with
no intcri.ot pllttitiooing or special conditions).
10. Acoustical C,.,;l;T1~
Exposed ceiling is assuIllcd throughcut.
1 L Restroom's
2 ADA compliant l'l:stIooms. with all finishes, bar:iw= aI1d accc:ssoriC3, as p<:r
Garage PUma aI1d Specificatians.
12. Domestic Hot W.rM'
Supply I inatall. 50 gallon electric hot water h.eatl:r.
13. Fire AI2rm Svst..".,
Provide I install code - complaint syst= with cotl11ection of same to =ia1cr panel
located in Gange.
14, RDtllTlria Finish-01J.t
For framing, dr;iw'!ll md Ii."i..,i"g ofuppcr volume at entr'f.
, y," thick armaflex fire retardant piping insulation on AlC condensate lines and 0/." thick
on refrigerant suction lines (paint white when exposed to sun light),
- Servics valves on suction and liquid lines,
b, Rooftop PackaCle ECluipment
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 floor 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 cc"trol and anticycle 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 R/A section of units,
. Excluded is any distribution (I.e" ductwork)
9. Fire Sprinklers
. Lines and heads as required by code, with layout as per Project Plans and Specifications, (Changes,
if any, are Tenant's obligation)
10. Exterior Awninas
. Per Project Plans and Specifications, (Not to be modified by Tenant.)
11. Exterior Sians
. As per Signage Guidelines established by Landlord,
. Electrical junction box provided within storefront, to provide power with conduit from exterior box to
interior of Tenant space,
Landlord reserves the right to modify its Project Plans and Specifications in response to building code
requirements and/or construction conditions,
Tenant is to assume full responsibility for any/or utility impact fees, connection fees/charges and/or deposits as
may be required in connection with Tenant's Work.
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EXHIBIT "C"
RULES AND REGULATIONS
1, Securitv, Landlord may from time to time adopt appropriate systems and procedures for the
security or safety of the Retail Space, any persons occupying, using, or entering the same, or any equipment,
furnishings, or contents thereof, and Tenant shall comply with Landlord's reasonable requirements relative thereto,
2, Return of Kevs. At the end of the Term, Tenant shall promptly return to Landlord all keys for the
Retail Space and Premises which are in the possession of Tenant. In the event any Tenant fails to return keys,
Landlord may retain $100.00 of Tenant's security deposit for locksmith work and administration,
3, Repair, Mainter,ance, Alterations, and Improvements, Tenant shall carry out Tenant's repair,
maintenance, alterations, and improvements in the Premises only during times agreed to In advance by Landlord
and in a manner which will not interfere with the rights of other Tenant's in the Retail Space,
4, Water Fixtures, Tenant shall not use water fixtures for any purpose for which they are not
intended, nor shall water be wasted by tampering with such fixtures, Any cost or damage resulting from such
misuse by Tenant shall be paid for by Tenant.
5, Personal Use of Premises, ' The Premises shall not be used or permitted to be used ior
residential, lodging, or sleeping purposes or for the storage of personal effects or property not required for
business purposes,
6, Heavv Articles. Tenant shall not place in or move about the Premises without Landlord's prior
written consent any safe or other heavy article which in Landlord's reasonable opinion may damage the Premises,
and Landlord may designate the location of any such heavy articles in the Premises,
7, Bicvcles, Animals, Tenant shall not bring any animals or birds into the Retail Space, and shall not
permit bicycles or other vehicles inside or on the sidewalks outside the Retail Space except in areas designated
from time to time by Landlord for such purposes,
8. Deliveries, Tenant shall ensure that deliveries of supplies, fixtures, equipment, furnishings, wares,
and merchandise to the Premises are made through such entrances, elevators, and corridors and at such times as
may from time to time be desig"'lted by Landlord, and shall promptly payor cause to be paid to Landlord the cost
of repairing any damage in the Retail Space caused by any person making improper deliveries,
9, Solicitations, Landlord reserves the right to restrict or prohibit canvassing, soliciting, or peddling in
the Retail Space.
10, Food and BeveraQes, Only persons approved from time to time by Landlord may prepare, solicit
orders for, sell, serve, or distribute foods or beverages in the Retail Space, or use the common areas for any such
purpose, Except with Landlord's prior written consent and in accordance with arrangements approved by
Landlord, Tenant shall not permit on the Premises the use of equipment for dispensing food or beverages or for
the preparation, solicitation of orders for, sale, serving, or distribution of food or beverages,
11, Refuse. Tenant shall place all refuse in proper receptacles provided by Tenant at its expense in
the Premises or in receptacles (if any) provided by Landlord for the Retail Space, and shall keep sidewalks and
driveways outside the Retail Space, and lobbies, corridors, stairwells, ducts, and shafts of the Retail Space, free of
all refuse,
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12, Obstructions, Tenant shall not obstruct or place anything in or on the sidewalks or driveways
outside the Retail Space or in the lobbies, corridors, stairwells, or other common areas, or use such locations for
any purpose except access to and exit from the Premises without Landlord's prior written consent. Landlord may
remove at Tenant's expense any such obstruction or thing caused or placed by Tenant (and unauthorized by
Landlord) without notice or obligation to Tenant.
13, Prooer Conduct. Tenant shall not conduct itself in any manner which is inconsistent with the
character of the Retail Space as a first quality retail center or which will impair the comfort and convenience of
ather Tenant's in the Retail Space,
14,
employees,
Premises.
Emolovees, Aaents, and Invitees, In these Rules and Regulations, "Tenant" includes the
agents, invitees, and licensees of Tenant and others permitted by Tenant to use or occupy the
15, Pest Control. In order to maintain satisfactory and uniform pest control throughout the Retail
Space, Tenant shall engage far its awn Pref'l';O% and at Its sale cast, a qualified pest extermination contractor
either designated or approved by Landlord, who shall perform pest control and extermination services in the
Premises at such intervals as reasonably required or as may be directed by Landlord.
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Finish SpeciiiclStlon
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STOol
Descriction
Slate Flooring
WD-,
Wood Rooring
QT-'
Quarry Tile
OTB-'
Quarry Tile Base
PNT"
Paint
Walls
,Speciiication
112" ~ 12. Slats
!Running Bond Parrern
i Match slate flooring used @
15th &. locust location
Submit'sempla for approval
Hartoo Pattern Plus SOOO
Prafinished Wood Flcor
Pattern Random length 18,27,36
finish: Honey Mapla
18- Widtt1
1'3/8" Thickness
Thru HD80KE~ FLOORS
(617-426-4343
\ Contact Michelle lafkowm
SummlT:ville
\S" x S" Quarry Tile
'#86
IElephant Grey
,Grout Grey
ISummitville
\S" x 6" Ouarry Tile
iiQ-3565
Elephant Gray
I
i8enjamin Moore #301
iw/BM Glazing Tint: Sandalwood
'Submit Samples for Approval
I
iRegal Aqua Velvet
i latex Eggshell
I
PNT.l0
Paint
K"ltchen{Storage Areas
Xondo Coffee &. S.r
16th & Collins. South alOcl'
Finish SpecificQtian
September 1.9.1997
I
I
: Specification
i Benjamin Moore
: .402
I
I Regal Aqua Velvet
i Latel; Eggshell
i
I
: B,enjamin Moore
.#171
i Regal Aqua Velvet
! Latex Eggshell
!Seniamin Moore
I
\11421
I Regal Aqua Velvet
Latex Eggshell
i
IBenjamin Moore
,#1505
!Satin Impervo
I
"Beniamin Moora
;#1505
'latex Rat
I
IBenjamin Moora
1925
ILatax Rat
I
ISeniamin Moora
iReadv Mix Black
iAlkYd Low Lustra Enamal
I
IB . . M
\ enJamm oore
iTo Match Wall Color
I
iAlkvd Low lustre Enamel
I
'Benjamin Moore
Ready Mix Super White
Satin Impllrvo
I Code
PNT,Z
Description
Paint
Accent Wails
PNT.3
Paint
Accent Walls
PNT'4
Paint
Accent Walls
PNT,S
Paint
Bases
PNT,6
Paint
Ceilings
PNT-7
Paint
Soffit
PNT.8
Paint
Metalwork
PNT.9
Paint
Door/Windows Frames
I Code
ACT-'
X".do Catf.. It. g.r ,
16th a. Collin.. South g..chi
Finish Splcinclnon I
S.ptomilor ,9. 1697 I
P.LAM-l
Plastic laminata
;Specification
II Not;: Panels & Grid to be Painted
, PNT-6
liUSG Interiors
Glacier
na7
j2x2 SL
! Color. White
ion Cantricitee Grid System
(USa Interiors
!Gypsum lay-in Panels
#3260
!2x2 Squara
jco!or: White
lor Equal
I
I
INevamar
#S-6-46T
iSlack
I
,
I
Description
Acoustical Ceiling Tils
Cafe
ACT-2
Acoustical Cailing Tila
Kite hen
EXHIBIT "C"
RULES AND REGULATIONS
1, Security, Landlord may from time to time adopt appropriate systems and procedures for the
security or safety of the Retail Space, any persons occupying, using, or entering the same, or any equipment,
furnishings, or contents thereof, and Tenant shall comply with Landlord's reasonable requirements relative thereto,
2, Return of Keys, At the end of the Term, Tenant shall promptly return to Landlord all keys for the
Retail Space and Premises which are in the possession of Tenant. In the event any Tenant fails to return keys,
Landlord may retain $100,00 of Tenant's security deposit for locksmith work and administration,
3, Repair, Maintenance, Alterations, and Improvements, Tenant shall carry out Tenant's repair,
maintenance, alterations, and improvements in the Premises only during times agreed to in advance by landlord
and in a manner which will not interfere with the rights of other Tenant's in the Retail Space,
4, Water Fixtures, Tenant shall not use water fixtures for any purpose for which they are not
intended, nor shall water be wasted by tampe" -g with such fixtures, ,~,ny cost or damage resulting from such
misuse by Tenant shall be paid for by Tenant.
5, Personal Use of Premises. The Premises shall not be used or permitted to be used for
residential, lodging, or sleeping purposes or for the storage of personal effects or property not required for
business purposes,
6, Heavy Articles, Tenant shall not place in or move about the Premises without landlord's prior
written consent any safe or other heavy article which in landlord's reasonable opinion may damage the Premises,
and Landlord may designate the location of any such heavy articles in the Premises,
7, Bicycles, Animals, Tenant shall not bring any animals or birds into the Retail Space, and shall not
permit bicycles or other vehicles inside or on the sidewalks outside the Retail Space except in areas designated
from time to time by Landlord for such purposes,
8, Deliveries, Tenant shall ensure that deliveries of supplies, fixtures, equipment, furnishings, wares,
and merchandise to the Premises are made through such entrances, elevators, and corridors and at such times as
may from time to time be designated by Landlord, and shall promptly payor cause to be paid to Landlord the cost
of repairing any damage in the R.etail Space caused by any person making improper deliveries,
9, Solicitations, Landlord reserves the right to restrict or prohibit canvassing, soliciting, or peddling in
the Retail Space.
10. Food and Beveraqes, Only persons approved from time to time by Landlord may prepare, solicit
orders for, sell, serve, or distribute foods or beverages in the Retail Space, or use the common areas for any such
purpose, Except with Landlord's prior written consent and in accordance with arrangements approved by
Landlord, Tenant shall not permit on the Premises the use of equipment for dispensing food or beverages or for
the preparation, solicitation of orders for, sale, serving, or distribution of food or beverages,
11, Refuse. Tenant shall place all refuse in proper receptacles provided by Tenant at its expense in
the Premises or in receptacles (if any) provided by Landlord for the Retail Space, and shall keep sidewalks and
driveways outside the Retail Space, and lobbies, corridors, stairwells, ducts, and shafts of the Retail Space, free of
all refuse,
Lease Agreement DRAFT2,doc
12, Obstructions, Tenant shall not obstruct or place anything in or on the sidewalks or driveways
outside the Retail Space or in the lobbies, corridors, stairwells, or other common areas, or use such locations for
any purpose except access to and exit from the Premises without Landlord's prior written consent. Landlord may
remove at Tenant's expense any such obstruction or thing caused or placed by Tenant (and unauthorized by
Landlord) without notice or obligation to Tenant.
13, Proper Conduct. Tenant shall not conduct itself in any manner which is inconsistent with the
character of the Retail Space as a first quality retail center or which will impair the comfort and convenience of
other Tenant's in the Retail Space,
14,
employees,
Premises,
Emplovees, Aaents, and Invitees, In these Rules and Regulations, "Tenant" includes the
agents, invitees, and licensees of Tenant and others permitted by Tenant to use or occupy the
15, Pest Control. In order to maintain satisfactory and uniform pest control throughout the Retail
Space, Tenant shall engage for its own Premises and at its sole cost, a qualified pest extermination contractor
either designated or approved by Landlord, WhO shall perform pest control and extermination services in the
Premises at such Intervals as reasonably required or as may be directed by Landlord,
Lease Agreement DRAFT2,doc
ii
EXHIBIT "0"
Prohibited Uses
1. In no event may the primary business at the Premises be the sale of swimwear.
3, In no event may the primary business at the Premises be (i) the sale of motorcycle-related
clothing and accessories or (ii) the sale of clothing sold under the following brand names: Dolce &
Gabbana; Versace Jeans Couture; B,C,B,G,; Diesel; Replay; Polo Sport; Polo Jeans; and Ralph
Lauren; and shoes sold under the following brand names: Charles David; Calvin Klein; Kenneth
Cole; SoHo Shoes; Via Spiga; and Milano.
4, In no event may the primary business at the Premises be the sale of clothing and accessories
sold under the brand names Adolfo Dominguez, AD and U,
5, In no event may the primary business at the Premises be the sale of custom-made jewelry and
accessories,
6, In no event may the primary business at the Premises be the sale of tour and travel services,
7. In no event may the primary business at the Premises be the sale of hamburgers and similar food
items,
\ICH2'ISYS'ODl-I'"""'U.-.....dIldra"'~G~......~E'I..~LlMl.LMse.Firl...doc
EXHIBIT "E"
Landlord's Signage Criteria
\'lCH2\SYS\COHP\$ALL1AleQncInIlJlnQlor GarwQe\L'''inQ\8u~. E\IJquor loul'lQll Lease - Flnal.lUx:
.
T~~
AN(~OR S~OPS
Cl- AT SOU T H 8 l: A C H cJ_
TbNANT SIGN STANDAQDS
April 10. 1m
["r
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AN(~OQ S~OPS
:::::t:=....T 'i~U-r.... Ill....~1.i
HNArtT l!qN STAt1DHO\:
ThCl$C tenant ~i.:~ sa..c..dards h.1~ ~ eabbllil::.od fOT t.hc iNmc:u: of ach.ic'IIi::tc 1. con.cistent 1.cv41 of ~u.a.liL)' a.nd
!WC="" fOf tha ptoject ",hllc tl1<l~ eoch '""a,,, =:.aavi~f ""tl:i.o, <be ""'..~ at \lleir leuohold.. S~ slWllx:
le<:ato<! ollly on tile '110"''' outei all ti>a .on'"".. ~4ll)> p"""dc<i fer """"' a" <be iluJldlnC <lcvaUOll>. :-;0 ather
,iinll" is pemtiU4 011 tlle a.tedor of tIaa pnlllUeS.
Th.. dMi;l1 ond ce"",.,,,,,,,,,, ai '.M "'nont olD> !ll"" be .ubmittod '" dl4 0...""" ,;,r wnuw ~,ol ";C1' '"
:il.btiaJ:lon and il:lstallazloll. S~ ,h.all confoc:c. to all toquir=nenu of llla BuDdillll. E1eclticol &Il<l1 Z=iDC Codco
of tl>o City Ot MIami B.....h .
0..._ ~vti .hall ~ ba:sec1 011 collfctmir/lo ::c ~ citori. ~. >:lei ~y ...f 1M i'fOIl'lsod .ip ...illl ~':e
~csil1l Qf tIuo prtljoc:.
IU3MI\IIOtl\:
1:'410.... .iIall rubtlUc do. fol1A~. ... 0-' luodlom 'll~
i':'I:lvi<l1l :1:0: (3) oopiq of the detailo:l,~ drawin:c sbo-mC ~."< -<I!abricuIaolan4 modlod of
wWlatio1l. proposed illmaiNliaa, snd ;><op0S44 ox>iars oM ~,
Show sa!:d s~t <1r1wi'l\C l'C!!cr::ting ~c l'"lposai .ii:ll _;II and.u d/lDIlIISiou
>t 0 mlnnnW11..:al. of Ill" = 1'.1)"
SIlo<r soc:d.oll tbtgQch sip lQ IIllutnIc constl'Udion methocls, m'lStllillallcll. tad
~~-b...._r
All clrawinCS madoild "O~ or "All<;lca~" .. Nocod: sIIaIl too _bbIillad with tM roqu... .......,uOllll.
1'c1WU 004 its sip CQIlUllCCQl" 'NiIl _ bot ~ to CQ-=- i~n <Sf ~ ...-ice lip "'*- 0 .oomped
, s.t Ot lil1a1 slCll dmoillp ~ OwWs 'P'\l<'O~ 0:= OIl ii1eiD the Own.,', oftlcB, IIld 1lIe Owltu or: bls 1&"1
ha.s beeIlnotitiecl 4Illoun pdor 10 Up 'R_n.,;ftll..
Tho 1I:1MIlt sllall. pay (~ .n sips. tN:ir iMlU1Mion. incluciins ~ired ~,.-"L_~-' , if ...y. wi all otl:u:t
tabex. ~ ...d Nan lMi........'-
COltSTRU<T\Qlt STAHUQDS:
no ~&A iu.e&L Qf' III)' b.l c....... :tQSts or other .",b.st:'\lC.J.ttO qc; subj<Wt ta tne,-:ctioQ by tba~. n::\,(~t:Iti.....
\J;>oft eo.r...I.sian. Condni"". ...aicb ... f<MIIi to be: sub~ u.... OC 1A "on "",pu.- will ""lulre immo<li,
l.LU:. ccn"CC'tion. Of' thA cirn. and. ~.._~Idi~ ~u may ~ r=DQveG III dlIa r=aDC'1 ~~-
iH
AN(WOQ )~OPS
AT' 'iOurl..l tJiiJlCI-f
TOwn SIGM SfAHDUDS:
Ccl1l.t12 A"",,~ Frontage
On" ISA llOv ... clecttic:ol d=it ~ bee.. provido:1 .. ooo:h bay or i....~.. ceota<d ill !bot ~ ~=...
i*'''l........ '
T.nct sip may lICtc"~ In U'Oa ot ~'-<1'" :0'.0-: Clnt.e:"lld i4...,h s~ o.y~OCl;UJli<<l.
A. amlY of thrt:e tubular altunlnum mounti.!: ~Is is ;>ra.,;<io<! u c..:!I ""'ctur:tl boy t...1l1OumiJ1& of :&nAtl.
nom. sians. Tenants si&l'o shall be: indi-ndual !........ .y",bolo. or ~.... ~IA _ "'''''.. di....tly
(0 tha mcwuins.'IW ~dul
{ndividusl tc:ucr:a. symbaU. or d=raziv.. logo ."m<llc <!lay bo atunlina:ed ...ith _n, Bzk tit 1110",..0".'" bolt
,iellS ore .o.........itlc:d.
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TH
AN(WO~ S~OPS
",r $OU"~ ;,,,<:~ =
HtWtT \I~H STANOAQOS:
Collina An. I 16th SU"oet Cornec A=de
~tIn~lu tlUcttllUIlI ,ilft moulllicl t:ail. vo \If':l-ided i" eoc!t o..y ~('a.. OZOlde....... frallC to ~vida
'UOllO~ &nd aXT.clld .':la:tri~ power r..... (alU'" ,iill....
Lenw silns shaH '04 individulllatter. ,,,,,,bol, or d=cati.e cldMll~ ilIulIlilWal it d.odred. secured ll)
~".c Jlurnintm\ mountin. ,:lils >J>d """"""* '" eleC'.:icol _ ""ppllod ""'\lgb tbcoD..
Tct\&nl si&il& sh:oll not exceed 14 SRa of 4'. a" x la' -0'", ~ ,in ll>& bay oo-aiaa... sbow" ill lbo diaenm-
On., J5A 110v ac ele=i=1 "i=i. b.. also bce:1 ~'*' in eKlI o..yot~= inumilWe lcIl_aiiPl....
. ' plr : ~
AM<lQ;
..,90 ,
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ANCWOR SWOPS
"1'" 'iCu"t\.( ~i^C~ =
HHAIIT SIGH STAHOHDS:
16th stnoot .ad WashinitOn Ave. Fro"tages
T<nane ,iln&&" i. '" be locarc.d in u... 6'.C)" wid.: =om paMl .bu~ 'l.. en~ d""" '" =h 'l'=
au I$A \ 10v ac electrical ;Ir<:uil b.u been p(1)vided al tll& dui~at.<d n."lccuiOl'l obovo <he <eDUCe dO<ln
fer illuminlllCd ten~t ~na&e.Thc uu of ;he <ign dlal! act o=:ed 10 S<\' It (s... d.",d A a"foll4w~ ?<'If<)'
Th_ tubUlAr alumioum mound'll r.Uls 3:': [%tlvide<i 011 dle =0'" framiIIC, in troac aim. ~ Line.
The t.......i .~1I .hall mount to tho aila and sh:lll be ~ of a.dividuaLlctr:rs, ty11lbol.. or cica:lnrj""
el.",,,ots. The indrlidUaJ !e<tetS "" enccul'1qed '" be 'OCn <1IUl1\ilWlll!-
No boll siiltS .... ollo"'.c ,a .. '" ",...intai. :n="'''''' "",.~cy of tho: "or<f:tmt 1111&.
-
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DO
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AN(~O~ SUO~S
......0,
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l.-t~
ANCWOQ SWOPS
",r sO'J1'1.4 J;"'CI1
Mounting rUa ~\
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1;-1111' 'I'll' \, , , 'I 'In 1""'1'11' , ; , ',:In
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:!'''.;'I',.I,r''#':''-,I~,,IL~=~ m... . _ /11_1,,111'1':., \'lll JUDJ-WP lif--:
- - >" !~ -III ~6bol6;Sli ·
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f7:\A ELEVAT10N - TeNANT. TRANSOM
~ scu.e:W'.I'.r:r
ru G
AN(~OQ S~OPS
:=....t' SQu.-,.., =JEA~~
HnAMT ~I~M mHOUOS:
W..nil1lW1 Avec"" Historic Bulldiflg:ao AncQo,- Halo! Buildh1c
Bc<:aus-o at tho !lister.. v:UUlO ot dIls b<lildlo1, i. is imparunt thu "';;';;{H.. be klstcrio:ally en the
,ndi.,;dual 'ouildillC oaaditians.. "
T....n& ria- shall i>o iNlIvidual opal doonDOl10Uc0 or d=aatl.... el....... ,.;m ~ lll:Oft ilI_inadan.
maunt04 10 stmd ....lar1Id .Ian; m. (rQ"1 odS" of lba "'''U1_ "::,<:brQ"~ .. _ lA ilia aIIXNod d~wi",.
ClIl1t1iOt=' he:ipc of a.. "~l . shall .at 0ltC0:ll t goo hisJt. O't..,ul .p:ud of tIJe '-s $IlIIllltlC oxCMd
11.'-6'", Ld1uI .h&l1 i>o mounrAd at tbc fta<lt ellSI' <:tithe pl'Ojec-.iQ "eydlIaw" _..4.
-I
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AHCWOQ )~OPS
= Arr.r 'iOUT\.4 ""'C'004
HHAHT SI6H m~OAQOs:
Wallbin~n AV4aue Mi.1ton.: Buildm~ - fastico of tile Pe:aca auildinS
BteOlU$4 of the h.ofeMe vol... ot this buildi",. it i:s ''''pclrtanllhat leii';;"ti&DS bIS h1slArically 1llll"'\1ri- to the
,l\dl..;du~ 'ou.ildln& OCMIdiIions. .
.
Tenant slIM shall bo ilIdivldual 0\lCD c:hund 1aIa3 or d~ .lemenlS with esJlllS*i _ illu..unatian.
mounlcd '" .tanG ...nl~ alone tbc: &0... ~ Q{ :he: Clauce "eyell","'" ... olIo_ i. d1e '--\w14 d...",iug,
0..........' hd~t at tIIa tEnant sill' .hall not uczosi II~ hip and ovvall spread of tlliIl_ .1IaIl .ce exceod
jJut, tM: curved. center' pl'Ojc:tiOQ of the "<:)'QbcQ...~ - L:t:cn .sb..U 0. mQ~c.d to ~,(O"" to the QU'VQ 1)(
the pmjec:lon.
HMAIH Slql1 m~DHOS:
Rocavinl Door Slczw
i~ ~
AN(~O~ SWOPS
At SOUT"" "'^,CI-4
~ ncre ~all have _ lieu \~n~ t.'\eit receivinl d<lo,. Jdj_'" to t!IG w.:n side..t llMIr doo#. T_ <llaU
provide acid ec.:bed illummurn P1lW wim blind .ta<ls. <ilicone =c:wod 0) eM ~J lit j'.qo 0&0.... tbAI finish aoor.
tonan( ...,.... copy only shall be acid ~ lnd plin. fin....
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CD ;;:~~~~:~eCEIVING COOR SIGN
~ 01 P'an.f
LAYOUT-RECEIVING DOOR SIGN
SCALI!: 1!V ;:tJl.l.S1ZE
EXHIBIT "F"
Tenant's Schedule of Finishes and Conceptual Plan
\>,CH2\SYS'DOHP\SAU.....lexandfll\AnehOf G'~'\LBMIrIQISuIl. E'U:l1JOl' LQoUOOll Le_ - FIr1,ldoe
:-~---r.--r--._~
-- '~ --~-~Pd)..jdR"7~.,
~. ~L --~- ~ U.J rt;d' ,
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j . . r-d~'tt_ R~ ~ ~'~
~\- ~1!( 16 ~1J'l~8 8 ~Z'~) _ ~,,' "., ~_ __ :
Ii 1~killtKo 'h> '~g+> '. ~. _
Ii , , I I JI--vo 0-0 ~2Ifn G 0-01" r'rM'
. . IIII!:;,;; ~ -G:u0' "! 'JJ o.'J . 'cop
~ J -\l~~ . ~'I =lli~I~I~I$$5tJr~'~M
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EXHIBIT "G"
Tenant's Refurbishing and Opening Costs
\\CH2\SY$\OD~U.\AIullIldI1lIAncllC)rGlr8QelleainglS\llleE\LKlUor Lounge leu.. Flnll.d(l(:
nDlttbV Wllelllnc.
Phone (305)672-4472
Fox (305)672-4472
4299 Collins Ave
Miami Reach. FL 33140
Refurbishine: and Openine: Costs
Capital Expenditures:
Paint Interior
Lighting and Fans
Sound System
Bar Stainless
New Bar Top
Bar Stools
Outside Furniture
Sofas
Inside Tables
Inside Chairs
Drapes
Wall Hangings
Sign
3,500.00
1,800.00
3,000.00
1,500.00
2,500.00
6,000.00
4,800.00
4,200.00
900.00
1,950.00
2,200.00
3,000.00
2,000.00
Other Openinl! Costs:
Inventory
Staff and Training
Uniforms
Menus
Glassware
SmaIlwares
32,000,00
8,000.00
1,500.00
1,250,00
4,000.00
3,000.00
Total Estimated Costs: 95,600.00
EXHIBIT "H"
Tenant's Breakdown of Expenses
\ICH2\SYS~W.Dl'ltI...\Mchor a..g.0MIlIQ1SuIle E'O:luor LounQ8lMM. FNI.Or:lt i
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TlmaUIV Wile'. loc.
4299 Collins Ave
Miami Beach. FL 33140
Phone (305)672-4472
Fall. (305)672...4..n2
Breakdown of Expenses
DAILY WEEKLY MONTHLY YEARLY
RENT 239,02 46.16 7250.00 87000,00
LICENSES 16.35 99.75 497,09 5965,00
INSURANCE 23.29 114.72 708,34 8500,00
LASOR 593.41 115.39 18000.00 216000.00
LIQUOR COSTS 493.15 163.47 15000.00 180000,00
UTILITIES 26.31 184.62 800.00 9600,00
PRO. SERVICES 6.58 192.31 200.00 2400.00
ADVERTISING 27.40 346.16 833.34 10000,00
REPLACEMENT COSTS 49.32 461.54 1500.00 18000.00
REPAIRS 16.49 1673.08 500.00 6000.00
SOFT GOODS 14.25 3461.54 433.34 5200.00
ENTERT AINMENT 65.76 4153.85 2000,00 24000.00
TOTALS
1571,33
11012.59
572665.00
47722.11
This chart represents a cost breakdown, estimating the monthly sales at
$60,000.00 per month. Labor costs were based on an industry standard
of 30%. The liquor cost is based on a 25% cost due to the high end
product being used.
LANDLORD:
Miami Beach Redevelopment Agency, a public body
corporate and politic
1700 Convention Center Drive
Miami Beach, Florida 33139
TENANT:
Liquor Lounge Cafe, Inc" a Florida corporation
4299 Collins Avenue
Miami Beach, Florida 33140
DATE OF EXECUTION:
, 2000
ANCHOR SHOPS AT SOUTH BEACH
RETAIL LEASE
\\CHZ\SV!JlDOlolfl'\SAll.,.'............'Andlol'a.r.g.~fiiQuor\.~l_.FNLdI)c
(i)
4,
5,
6,
7,
8,
9,
10,
LEASE SUMMARY
The following is a summary of basic lease provisions with respect to the Lease, It is an integral part of the
Lease, and terms defined or dollar amounts specified in this Summary shall have the meanings or amounts as
stated, unless expanded upon in the text of the Lease and its Exhibits, which are attached to and made a part of
this Summary,
1,
Date of Lease Execution:
2000
2,
"Landlord":
Miami Beach Redevelopment Agency
3.
Landlord's Address:
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Executive Director
with a copy to:
City of Miami Beach
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Legal Department
"Tenant":
Liquor Lounge Cafe, Inc,
Tenant's Address:
Liquor Lounge Cafe, Inc.
4299 Collins Avenue
Miami Beach, Florida 33140
Attention: Mr, Timothy Wilcox, President
"Guarantor" :
Mr. Timothy Wilcox will provide a personal Warranty and
will place a Surety Warranty Bond in the amount of
$100,000 to complete Tenant Improvements,
Guarantor's Address:
Mr, Timothy Wilcox
4299 Collins Avenue
Miami Beach, Florida 33140
Premises (section 1.1 ):
As shown on Exhibit "B"
1550 Collins Avenue. Suite 1
Miami Beach, Florida 33139
Gross Rentable Area of
Premises (section 1.1 ):
Approximately 2,250 rentable square feet, plus the
square footage of the outdoor patio area described in
section 3,8 of the Lease.
Gross Rentable Area of
Retail Soace (section 1,1 ):
Approximately 20,500 rentable square feet
\'CH~LL"'III~~\LMIoiIog\$u..E'L.icl_L~L..H.FIro8l.ob:
(ii)
11,
Tenant's Proportionate
Share (section 2.4):
12, Permitted Use of
13,
Term of Lease (section 1,1):
14, "Minimum Rent' (section 2,2):
LEASE YEAR
1
2
3
4
5
6
7
8
9
10
15,
Additional Rent (section 2,2):
N/A
Premises (section 3,1): First-class, high scale lounge
selling a wide variety and selection of liquors and
cordials, including: the sale of cocktails, beers, ales, and
wines, from around the world, fresh sqeezed juices fruit
drinks; the right to prepare a Iloht dining menu (subject to
be approved by Landlord) for on-Premises consumption;
the right to provide for the seating of patrons; the right to
provide live entertainment in the form of live jazz and/or
piano playing, in compliance with the standards providqd
in the City's Noise Ordinance; and the right to table
service and table settings (and subject to the prohibited
uses described in Exhibit "0" to the Lease),
Ten (10) vears
"Commencement Date": The date that Landlord delivers
possession of the Premises to Tenant for purposes oi
Tenant performing Tenant's Work, as hereinafter
defined, which is intended to be simultaneous with
Landlord's execution and delivery of the Lease,
"Rent Commencement Date": The later of (I) December
1, 2000 or (Ii) the Commencement Date, Tenant will
complete Tenant's Work, as hereinafter defined, within
sixty (60) days of the Rent Commencement Date,
"Expiration Date": Ten (Hi) years after the Rent
Commencement Date,
ANNUAL MINIMUM RENT
MONTHLY PAYMENT
(PLUS SALES TAX)
$84,510,00
$84,510,00
$84,510,00
$84,510.00
$84,510,00
$88,740,00
$88,740,00
$88,740,00
$88,740.00
$88,740,00
',;cHNYS\OOH~LL.\IOJIIXMlllq\AnenorG.-Qell.e"""GISu~. E'LqUOl' Lounge l...,. _ FIn-'.Qoc
$7,042,50
$7,042,50
$7,042,50
$7,042.50
$7,042,50
$7,395,00
$7,395,00
$7,395,00
$7,395.00
$7,395,00
NIA
(iil)
16,
17,
18,
19,
20,
21,
22,
23,
24,
25,
Percentaae Rental (section 2,3):
Prepaid Rent (section 2,2):
First Month Rent:
Security Deposit (section 2,7):
Cost Pass-Throuahs (section 2.4):
Comprehensive General
liability Insurance (section 6,1 ):
Monthlv Promotional Charae
(section 13.1):
Broker(s) (section 14,12):
Completion Date for Tenanfs Work
(section 5,1):
Trade Name (section 3.1):
\\CH:NiYS\OOI-lP\SAu......~\AnlltlOI"G8hQe'L....Il'QIStilI. E'!.iCluorLau"L._. Flnlll.(joc
N/A
N/A
Due on March 1, 2001 with payment of Third Month
Rent. (Payment of the Second Month Rent IS due on
February 1, 2001,)
$14,085,00 (excludes sales tax) (due upon execution of
Lease}.
N/A
$1,000,000,00
N/A
N/A
The earlier of (i) the date Tenant opens for business, or
(ii) sixty (60) days after Rent Commencement Date,
Tenant shall provide Landlord a copy of the Occupational
License to the Premises before opening.
liquor Lounge Cafe
(iv)
ASStGNMENT AND ASSUMPTION OF SUBLEASE
KNOW ALL MEN BY THEse PRESENTS, that in consideration Of the sum of Ten and No/1oo ($10.00)
Dollar.; and other good and valuable considenrtion, the receipt and suffICiency of which are hereby
acknowledged, DNA, INC., a Connecticut corporation (the "Assignor"), does hereby assign, set over, and transfer
to XANOO FLORIDA, INCORPORATED, a Florida corporation (the "Assignee"), all of the Assignor's right, litle,
and interest in and tq.that certain that certain Anchor Shops at South Beach Retail Sublease, dated October 8,
1997 (the "Sublease") between MB REDEVELOPMENT, INC., a Florida corporation, as Sublandlonl, and
ASsignor, as Subtenant, In connection with that certain space consisting of approximately two thousand two
hundred fifty (2,250) rentable square feet in the Anchor Shops at South Beach, Miami Beach, Florida.
By its acceptance of thiS Assignment, Assignee does hereby assume and agree to perfonn all of the
Assignor's obligations under the Sublease, and shall indemnify and hold harmless the Assignor against any
claims or damages which Assignor may sustain by reason Of Assignee's acts OCCUrring subsequent to the date of
tIlis Assignment. Assignor shall indemnify and hold Assignee Ilanntess against any claims or damages which
Assignee may sustain by reason of Assignor's acts occuning prior to the date of this Assignment.
This Assignment and ASsumption of Sublease may be executed in counterparts, each of which shall
constitute an oliginal and aU of Which together shall constitute one and the same agreement. This Assignment
and Assumption of Sublease may be executed by facsimile signature wIIich Shall. for all pUrposes, seNe as an
oliginal executed countelp8rt of this Assignment and ASsumption of Sublease, with originals to be fOlWarded
promptiy follOWing any such facsimile execution. In order to induce Sublandlord to consent to this Assignment
ana ASsumption of Sublease, Assignee shall deliver to Sublandlolll that certain Guaranty with resped to
Subtenant's obligations under the Sublease, executed by ><anao, Incorporated, a Delaware corporation.
IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Assignment and Assumption
of Sublease as ofthe .:l ~~ day of December, 1998, to be effective as of December 31, 1998.
ASSIGNOR:
DNA. INC., a Connecticut corporation
,,~~
Name: (t'~ -, ..~
.lIle: v:{ 'cl,
ASSIGNEE:
XANOO FLORIDA, INCORPORATED, a Florida corporation
~~
Name: ~~
Title: ' .. ~~~ ' ,
GUARANTY
THIS GUARANTY (lIle "Guaranty") Is m8lIe as of thil 31. t cloy of 0ecemtJer f988 by l<ANllO
INCORPORATED, a Del.....'" COfPOration (the "Guarantof'). in favor; of /,IS REDE\lEL.OPMENT. INC., a Florid~
COrporation (tha'Sublandlord"), and Is e"ocvtod pursuant I~"" taln Ancf10r SIIll1'S at SOUlh Beaen Retail
Subl..... deled Odober 8. 1997 (1110 :Su_j, ~ Subfa._ and XANOO Fl.ORIDA,
INCORPORATED, a Floricla ~ratlon (\he Suetanant') (as succ:,..........._to DNA, Inc.). The Sub/_
is with respect to tnose cell.8in Pnlmises. as defined In the ,SU~I8" ie located In Anchor SIIops at SOuth Beech.
locat.., beIween 16111 and \'7\11 Streets al contns AveftUe. M",",' ~eci.. Florida ~he 'Relail Space").
;
In order 10 indu"" Sublandlord to co...nt to the Assigofrn.nt.nd Assullllllion of Sublease -. DNA.
Ine. and Sublananf, erreetive as 0' December 31. 1988, ~~ for allier good and ""lu.bIe COlISiIlenItion. tile
rec:e;pt .nd suffidenc:y of which are n~ ad<nowledQed, -"uaranter Il8$ gwnontlacl and hereby doa. 9.."'nl)'
the plyment and perfo"".""" of 011'__, otllJgallon$, and _ (dlduCflllll. without 1_.... payment of
rent) impoMd upon Subteno1nt umfer the te~ of. the SU~.UI. as if Guarantor has exacuted VIe Sublease as
lWllIenanllh......_r. ;~jye of the expttal,?" of t"" ~..... lIle lnYaIiIIiIy or unonfo,."bilfty of tile
Sub'ea.. or any prevision therein. or lhe InsuffiCiency, "nwlidilr. or UIIeflfon:t.biIity of any seOUli\y interest
whic:ll mighlllave ..en. or be hereafter, gIVen 10 SUOloncl\.."d to .....'" lWbtenant's obligations containacl in Il>e
Sub4ea.te.
Guarantor hereby adolowIedges, and WI"!"", ~otico at, a~"::e of tllis Gulll'lllllY and all oIIIer_
in conlUldlon n._ or in COMetlion with tn. liabilitIes. oliIIrlati..... rend dUlit$ guara_ 1leraDy, includtng,
bul no' Umilod fo. notices 01 Oelllult by or 10 SUDtenant __,1110 $_a.. and..alves demand for payment,
protest, dirogtllce, "",""ntment. noli"" of p_01, and suk :;.;n. 'palt of Sub.andlOltl /II the en'-nt of any
Ii.bility. obrogation, or duly guara_ he",by. Gu.~~3' futth.._. to the /unO$! extent pennitted by law,
an defenses given to surell.. and gu.rantors by $Illtut,;, at law. or in equity.
, "- Guarantor ~rther"ll,"" mat SUbllrldIO~,"- nol be tiJ$t raquiled to enforce 8Qlinst Subtenant or any
OtI\\!r pen..:"l. '..y hatlirlly, obligation. or auty :m.- ~ belora _,,",g enfon:ament thenllO agaillSl
Quarantar. Su~ .~~ be broughl and, malma, III __ G_ by S_ 1D _ any liallilily,
obligation. or duly guatam':1!,lId, ~ereI>y willIoul ~or of SO_lilt or any OCher _. The lIablJif,y of Guarantor
Shall not ~.- by any _.;<qence, ~,lise. setll8ll18ll1. or vlllialion of lenns which may be _lied ID
SubI.n.nt by Su_rd or ag",,*'l. UllOn by 'ubI.ndI01tl allll Su_1I\t, .nd nil not be impoi..." lI1Odifiecl,
Changed, teleased, Qf" lfmft84 in any rno.:..~~r ';"'8tsoever by Iny impeinnem. modification. ChIng.. refease. w
"_on of lfle Iiabillly of SullIenant or Its Ol.!ate in banlau\llCy. or of any _1 rot tile eofojcamOlll_.
",sulting /rem the operation of Iny _t Ol, future provision of lIle National BanIWPlc:y Code. or .ny !Similllr
law or statute of Ihe UMod Slates or any stl'ie thereof. -ondIOtd and Sulllenant, _ notice to, or_
by, Guarantor. mlY at any time or times erite'tnto SUCh meMfons. 8111Cf1dmems. assignments, subteaH$. or
other covenants re.spectIng the Sublease a~' tMY m.l' deem ~pn'4t.. inelucting, txIt 110( IimiCed to, an incrIue
"' lOe renl due under lOt Sublease or ar;y omer OIIIiGaIioII ~ and G_r .naa not be _
!hereby, but $/Ian continue to be fully ha~ie lor the payment 'rId parformance or .1I11.bitities. obligations. .nd
dUtillS of ~.nant under fhe Subleese ... '0 exten</od. emended. assigned, SUbleased, or ofn....... mOdified.
This Guaranty is absolute, uneonqitiOnar. and COMiftving in anY' event. Iftd ShaU not terminate untif the
payment or all sums and toe performl_ ,f an Obligations evldeneed by IIle Subin....
It is und_ that orner 8llreelltents similar to lI1Is GUllI'an\y may, at SobIanell....... sole opinion _
di$CtOli.... be executed by OtI\\!r pelSOns _ r........ to 1I1. S_. This G..-IIIy aII8Jl be joint 'nd _I
.lId cumulative or any such agream..... .nd lOe Uabililies and obligationo of Guar.ontor hereunder _I ;n no
...nt De affected or dlm/llisned by "'...n of SUch oilier a_ents. Moreovar. W $ublandlord oblains the
s/9nature 01 more than .... guanmtor In 1l\I$ Gu.ranty. or oblains addlllonal guoranty llQreemems, or Ilofll,
Gua"'lllor agr_ thll Sublandl""', in '\ubIandlcmrs sole lliscn!lIon, may (i) bring ..,~ epains! 811 gu._ 0/
the SUbl.... jointly end _IIy or elainst Iny one or mote of them. (h) """'POUnd Of settle _ Illy one or
more of the gu.rent... for such C:Onsid'l1IIions as SUblandlonl may deem proper, .nIl (li~ __ any .... or
more of tile guarantms lrom liability. ~uanmtDl' runner 8gIeeS that no _ _ ....u impair lfle riOIIts of
SUblanalord 10 an/on:e the Subl.... all8R'll any ",meining guarantor or QIm1lnt01ll. Includlng Guarantor,
GuarantOr sgree.that If Su_'od sh.n employ an attomey 1D _nt, enfonle. Of'defena any Of en of
SvIlIandlord'S rilJhts or remedies harounder Or under the Subia.... Guarantor shoD pay any _.ble .ItOmvys'
lees incurred by SulJlanalord in such conn8-tion, whether such f_ ... incurred before ot 81lriel or on Ollpe.1.
In Ute ewltt flU' Subbtndlcrd. or t",. .successor owner at the ltetall Space. sells. conveys. or otherwise
I_ste,.. the Retail Space or the Subi4aso this Gua",.ty ....n nol be .Iltogated lI1e",by. end ..all continue in
full force end etlect.
Thio Guaranty .h.n be govemOd 'Y. Ina construed In aCOOnla""" willi. the laws 01 the Slot. of Florida.
If any provfsion of this Guanllnty .$hOuf<t b hekt to De inv.lid or unenforceable. the validity 8nd enfOl"Ceabitity Of
Ino remaining provisions of this Guerwnty ,..11 not be affected therelly.
PART.C02
This Guaranty $1Ial/ be binding upon Guarantor and Guarantor's succ;essors, heirs. executors,
administratolS, and assigns, and shall inure to the benefit of Sublancllord and Sublandlord's successors. heirs.
executors, administrators. and assigns.
GUARANTOR HeR~ WAIVES TRIAL BY JURY IN ANY ACTION. PROCEEDING, OR
COUNTERClAIM BROUGHT BY LANDLORD AGAINST GUARANTOR ON ANY MATTERS ARISING OUT
OF OR IN ANYWAY.CONNI!CTED WITH THE lEASE OR THIS GUARANTY.
EXECUTED as of the day and year first above written.
WITNESSES:
GUARANTOR:
XANOO, INCORPORATED, a Oelaware corporation
By~h-
Na~e: , ~
IlIle:--,-- _'---1
Address: 81:0 ('4~".1 .5\.
Sk_~.,~. (T OJ,'lO.:l.
STATE OFfLoo Oft.
COUNTY OFt1I\-D~
)
)ss:
)
Name:
Notary Public, Slat~ of
My commission expires:
Xf:NlA NlXER
i. My Comm Ellp. IlI3O/2OO2
PuIUc No. Q: 7t38S8
11-"""- ~I.D.
,:1])'. 417...?5"b ~~r
SUBLEASE TERMINATION AGREEMENT
THIS SUBLEASE TERMINATION AGREEMENT (the "Termination Agreement")
is made as of the 30th day of November, 2000, by and between MIAMI BEACH
REDEVELOPMENT AGENCY ("Landlord"), a public body corporate and politic, successor to
MB REDEVELOPMENT, INC. ("Sublandlord"), a Florida corporation with an address of 407
Lincoln Road, Suite 6-K, Miami Beach, FL 33139, and XANDO COSI, INC. ("Xando Cosi"),
successor to XANDO, INCORPORATED C'Xando Incorporated"), a Delaware corporation
(which is the successor to DNA, INC. ("DNA"), a Connecticut corporation), all of the foregoing
with an address of 242 W. 36th Street, 11th Floor, New York, NY and XANDO FLORIDA,
INCORPORATED, ("Xando Florida") a Florida corporation which is wholly-owned subsidiary
of Xando Cosi with an address of c/o Xando Cosi, 242 W. 36th Street, 11th Floor, New York,
NY ( Xando Cosi, Xando Incorporated, DNA and Xando Florida, are collectively referred to
herein as "Xando").
,,~-.,
Bacli;ground
,
A. DNA and Sublandlord entered into a certain sublease agreement dated
October 8, 1997 (the "Sublease") whereby DNA agreed to sublease approximately two thousand
two hundred fifty (2,250) rentable square feet (the "Demised Premises") in the premises located
at 1601 Collins Avenue, Miami Beach, FL 33139 (the "Building"). The Sublease wasassignecl
by DNA to Xando Florida in accordance with that certain Assignment and Assumption of
Sublease effective as of December 31,1998.
B. In accordance with the Assignment and Assumption of Sublease, Xando
Incorporated was required to execute a certain Guaranty (the "Guaranty") pursuant to the terms
of which Xando Incorporated agreed to guaranty Xando Florida's obligations under the Sublease,
C. In connection with a certain merger that took place in October of 1999,
Xando Cosi, became the successor by such merger to Xando Incorporated and the parent
company ofXando Florida.
D. The Landlord and Sublandlord were parties to a certain Retail Space
Master Lease dated as of September 20, 1996 (the "Master Lease"). Landlord and Sublandlord
subsequently terminated the Master Lease, and Landlord assumed all of Sublandlord's
responsibilities and obligations thereunder. Accordingly, Xando and Landlord now have direct
obligations to one another.
E. Xando has requested that Landlord accept an early termination of the
Sublease and Landlord has agreed to accept such early termination pursuant to the terms and
conditions of this Termination Agreement.
IIC_HlSYSIATIOILEVLIHOTELIANCHORlXando Sublse Term3,doc
~
Agreement
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be lega\1y bound hereby, the
parties hereto agree as fo\1ows:
1. Termination.
(a) Upon the date of execution of this Termination Agreement (the
"Surrender Date"), and subject to the terms and conditions hereof, Xando surrenders possession
of, and, Landlord hereby accepts back, the Demised Premises. As of the Surrender Date, Xando
sha\1 cease to have any right, title and/or interest in and to the Demised Premises, and Xando
sha\1 no longer be responsible to perform any of the obligations, liabilities or responsibilities
under the Sublease or the Guaranty, the Sublease being fu\1y and fina\1y terminated, with neither
party having any further liability or obligations to one another, except as expressly set forth
herein. Notwithstanding Xando's surrender of possession of the Demised Premises, Xando's
obligation to pay rent under the Sublease sha\1 remain in fu\1 force and effect, solely to secure
Xando Cosi's obligations under that certain Limited Guaranty and Suretyship Agreement (the
"Limited Guaranty"), of even date herewith, by and between Xando Cosi and Landlord. In the
event that there is no default under the Limited Guaranty as of November 30, 2002, the Sublease
shall be terminated in its entirety as of that date, and Xando shall have no further liability to
Landlord pursuant to said Sublease under any circumstance, However, in the event that as of
November 30, 2002, there exists any default under the Limited Guaranty, which extends beyond
any applicable cure period, Landlord may, in addition to any of its remedies under the Limited
Guaranty, declare the Sublease to be in fu\1 force and effect, may reinstate Xando Cosi into
possession of the Demised Premises, and may exercise a\1 legal and equitable remedies that it
may have under the Sublease, in addition to any legal or equitable remedies that Landlord may
have under the Limited Guaranty. Landlord further acknowledges and agrees that Andrew
Stenzler has no obligations, liabilities or responsibilities under that certain Completion Guaranty
dated of even date as the Sublease.
(b) Landlord acknowledges and agrees that Landlord has received the
Demised Premises in "as-is", "where-is" condition, provided, however, the presently existing
equipment shall be delivered by Xando to Liquor Lounge Cafe, Inc. ("LLCI"), a Florida
corporation pursuant to the terms of a separate agreement.
2. Termination of Sublease.
(a) In consideration of Landlord's agreement to terminate the Sublease
on the terms and conditions contained herein, simultaneously with the Landlord's and Xando's
execution of this Termination Agreement, Xando sha\1 execute a certain guaranty (the "Limited
Guaranty"), whereby Xando shall guaranty certain sums to Landlord a\1 as more particularly set
forth therein. If the Landlord exercises its rights under the Limited Guaranty, Xando sha\1 be
entitled to mitigate its liability thereunder, in accordance with the terms of the Limited Guaranty,
2
\\C_HlSYSIATTOILEVLIHOTELIANCHORlXando Subl,e Term3,doc
..
3. Conditions. Notwithstanding anything to the contrary as stated herein, this
Termination Agreement shall only take effect upon the occurrence of the following conditions:
(a) Prior to the Surrender Date, LLCI, shall execute a new lease
agreement ("New Lease") with the Landlord, which New Lease shall be on substantially the
same terms and conditions, as the Sublease executed by and between Landlord and Xando, a
copy of which is attached hereto.
(b) Prior to the Surrender Date, Landlord must approve, in writing,
this Termination Agreement and the New Lease. Such approval shall be sent to Xando on or
before the Surrender Date. Landlord's approval shall be deemed given by Landlord's execution
of this Agreement.
4. Miscellaneous.
(a) This Termination Agreement shall be construed in accordance with
and governed in all respects by the laws of the State of Florida, and the sole venue for any suit
or action brought under this Limited Guaranty shall be the federal or state court, as the case may
be, situated in Miami-Dade County, Florida.
(b) If any provisions of this Termination Agreement shall to any extent
be invalid, the remainder of this Termination Agreement, and the application of such provisions
in other circumstances, shall not be affected thereby.
(c) This Termination Agreement may be executed in one or more
counterparts, each of which shall be an original, but all of which together shall constitute one and
the same instrument.
(d) This Termination Agreement sets forth the entire agreement of the
parties with respect to the subject matter hereof, and no prior or contemporaneous oral statement
or written matter shall have any force or effect.
(e) This Termination Agreement shall not be modified or canceled
except by a writing signed by both parties. No provision hereof shall be waived, except in
writing and signed by the party to be charged.
(f) In the event of any dispute arising out of the terms and provisions
of this Agreement and/or the transaction contemplated herein, the parties agree that they hereby
consent to the exclusive jurisdiction and venue of the Circuit Court of the State of Florida
situated in the County of Miami-Dade, in any action or proceeding commenced by either party.
[Balance of Page Intentionally Left Blank]
3
IIC_HISYSIATIOILEVL\HOTELIANCHORlXando Sublse Tenn3,doc
"
IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers,
have executed this Termination Agreement as of the day and year first above written.
w~~
Robert Parcher, City Clerk
MIAMI BEACH REDEVELOPMENT AGENCY,
a public body corporate and politic
~:=oj~
XANDO COSI, INC., a Delaware corporation, by
and on behalf of itself and Xando, Incorporated, and
Xando Florida, Incorporated
B~7,
Name:
Title:
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
/1-- l,...{ -cnJ
Date
4
IIC_H\SYSIATIOILEVLIHOTELIANCHORlXando Subl,e Tenn3,doc
,
-ii.'
.'
J 73- ,ttJco
/129/OCJ - 36
-5MNtli{/
LIMITED GUARANTY AND SURETYSHIP AGREEMENT
THIS LIMITED GUARANTY AND SURETYSHIP AGREEMENT (the
"Limited Guaranty") is dated this II day of December, 2000 is made by XANDO COSI, INC.,
a Delaware corporation ("Guarantor"), for the benefit of MIAMI BEACH REDEVELOPMENT
AGENCY, a body corporate and politic ("Landlord").
Back~round
Liquor Lounge Cafe, Inc. ("Tenant") and Landlord have executed a Lease
Agreement dated this date ("Lease Agreement"), pursuant to the terms of which the Tenant has
agreed to lease a certain portion real property and improvements referred to as Retail Space" A",
and located within The Anchor Shops at South Beach, 16th Street and Collins Avenue, Miami
Beach, Florida (the "Demised Premises").
Guarantor and Landlord were parties to that certain lease agreement, dated
October 8, 1997, (the "Xando Lease") pertaining to the Demised Premises. Guarantor and
Landlord agreed that the Xando Lease would be terminated pursuant to the terms and conditions
of a sublease termination agreement (the "Termination Agreement") of even date herewith,
provided that (i) Landlord and Tenant enter into the new Lease Agreement for the Demised
Premises, and (ii) Xando executes this Limited Guaranty.
.
As a condition of entering into the Lease Agreement with Tenant, Landlord is
requiring that this Limited Guaranty be executed by Xando. In exchange for the Termination
Agreement, Xando is willing to provide a limited guarantee and become a limited surety for
certain monetary obligations of Tenant under the Lease Agreement all as more particularly set
forth herein.
A~reement
NOW THEREFORE, in consideration of the above premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the Guarantor hereby agrees as follows:
1. The Guarantor irrevocably, unconditionally, continuously and absolutely
guarantees to Landlord and becomes surety for (a) the prompt payment of (i) One Hundred Sixty,
Nine Thousand Twenty Dollars ($169,020.00), which is the amount of the fust two (2) years of
annual minimum rent (the "Rental Amount") due and payable by Tenant under the Lease
Agreement, which Rental Amount may be reduced in accordance with the terms of this Limited
Guaranty and (ii) Forty-Five Thousand Dollars ($45,000), which is the present amount of the
remaining balance due from Landlord to Newmark & Company Real Estate, Inc. in connection
with a broker's commission (the "Commission") for the Xando Lease, which Commission
amount may be reduced in accordance with the terms of this Limited Guaranty (the payment
obligations hereinabove guaranteed by the Guarantor, as the same may be reduced in accordance
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with this Limited Guaranty, are hereinafter collectively referred to as the "Guaranteed
Obligations"). The obligations of Guarantor under this Limited Guaranty shall be unconditional,
absolute, continuing and irrevocable, irrespective of the genuineness, validity, regularity or
enforceability of the Lease Agreement or any security which may have been given therefor or in
connection therewith or any other circumstances which might otherwise constitute a legal or
equitable discharge of a surety or guarantor. This Limited Guaranty and the obligations of the
Guarantor hereunder shall not be affected, impaired, modified or released by reason of (a) the
making by Tenant, any affiliate of Tenant or Guarantor of any assignment for the benefit of
creditors or the bankruptcy or insolvency of Tenant, any affiliate of Tenant or Guarantor, (b) any
action taken by Tenant, any affiliate of Tenant or Guarantor in any bankruptcy or insolvency
proceeding, including, without limitation, disaffirmance of the Lease Agreement, (c) any default
by Tenant under the Lease Agreement, (d) the liquidation or dissolution of Tenant, any affiliate
of Tenant or Guarantor, (e) the enforcement by the Landlord of any of its rights under the Lease
Agreement, or (f) the sale, conveyance, transfer or assignment by Tenant of all or any portion of
its interest under th~ Lease Agreement; it is being agreed that in the event of any of the
foregoing, the liability of the Guarantor hereunder shall continue hereunder as if such event had
not occurred.
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2. This Limited uaranty shall remain in full force and effect until the earlier
of any of the following shall occur: i) Tenant has paid to Landlord the Rental Amount, (ii) two
years from the date of this Guaranty or (iii) Xando pays the current outstanding amount of the
Guaranteed Obligations (as the same may have been reduced or discounted as provided herein).
The Guarantor shall be jointly and severally with Tenant liable for all of the Guaranteed
Obligations.
3. In connection with the Rental Amount herein guaranteed by Xando,
Xando shall receive a dollar for dollar credit for every rental payment made by Tenant under the
Lease Agreement. In other words, for each monthly rent payment, or any portion thereof, made
by Tenant under the Lease Agreement, the total amount of the Guaranteed Obligations shall be
reduced by an amount equal to each payment made by Tenant.
4. In connection with the Commission herein guaranteed by Xando, said
amount shall be reduced in an annual aggregate amount not to exceed Four Thousand Five
Hundred Dollars ($4,500.00). The amount of the Commission guaranteed by Xando hereunder
shall be reduced by Twelve Dollars and Thirty-Three Cents ($12.33) per day for each day that
the Guaranteed Obligations remain outstanding. Upon the earlier of (i) the expiration of this
Guaranty in accordance with paragraph 2 above, or (ii) the enforcement of this Guaranty by the
Landlord, the Commission shall not be further reduced. By way of example, if the Landlord
exercises its rights under this Guaranty two hundred days after the date hereof, the Commission
shall be reduced by Two Thousand Four Hundred Sixty-Six Dollars ($2,466,00). By way of
further example, two years from the date hereof, (assuming Tenant pays the required Rental
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Amount) the Commission shaH be reduced by Nine Thousand DoHars and Ninety Cents
($9,000.90).
5. If a default, as such term is defined in Section 9.1 of the Lease Agreement,
occurs under the Lease Agreement and continues beyond applicable notice and grace periods set
forth therein, the Guarantor shaH pay to Landlord within ten (10) days foHowing the receipt of
written notice thereof from Landlord, such of the Guaranteed Obligations as are required to be
paid hereunder as Landlord shaH direct.
6. If a default occurs under the Lease Agreement and continues beyond
applicable notice and grace periods set forth therein, Landlord shall have the right to require the
Guarantor to pay the Guaranteed Obligations and shall have the right subject to Paragraph 7
below, to proceed immediately against the Guarantor for such payment without being required to
make any demand upon or bring any action or proceeding or take any other action of any kind
against Tenant, any guarantor under any other guaranty, or any other person or entity in
connection with the Lease Agreement, or resort to or seek to realize upon the security, if any,
held by Landlord, as a condition precedent to bringing an action upon this Limited Guaranty
against the Guarantor, the liability of the Guarantor hereunder being a direct, primary obligation
of the Guarantor and independent of and separate from the liability of Tenant. This Agreement
shaH be deemed an agreement of suretyship, and is a guaranty of payment and not of
performance.
7. Upon an event of default by Tenant under the Lease Agreement, Guarantor
shaH have the ability to mitigate aH damages associated therewith, including the right to procure
a new tenant for the Demised Premises; provided, however, that Landlord shall have the right to
reject any proposed new tenant, if in Landlord's reasonable business judgment, such proposed
new tenant or its business is unsuitable for the Demised Premises.
8. At all times, Guarantor, at its option, upon ten (10) days prior written
notice to Landlord, may prepay the Guaranteed Obligations. At the time of such prepayment, the
Guaranteed Obligations shaH be reduced by an amount equal to any credits against the
Guaranteed Obligations that Guarantor is entitled to in accordance with paragraphs 3 and 4
above, and then discounted back to present value at the discount rate offered by the Federal
Reserve Bank as published by the WaH Street Journal on the date of the giving of such
prepayment notice.
9. Until the payment in full of the Guaranteed Obligations, the liability of the
Guarantor under this Agreement shall in no way be released or affected (a) by any act or
circumstance which might, but for this paragraph, be deemed a legal or equitable discharge of
any guarantor or surety, or (b) by reason of any waiver, extension, modification, forbearance or
delay or other act or omission of Landlord or its failure to proceed promptly or otherwise with
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respect to the Guaranteed Obligations or this Limited Guaranty, or (c) by the commencement,
existence or completion of any proceeding against Tenant or otherwise related to the collection
and enforcement of the Guaranteed Obligations. The Guarantor hereby expressly waives and
surrenders any defenses to his liability hereunder based upon any of the foregoing acts,
omissions, agreements or waivers of Landlord, it being the purpose and intent of the parties
hereto that the obligations of Guarantor hereunder is absolute and lIDconditional.
10, The Guarantor represents and warrants that:
(a) It has fuU power, authority and legal right to execute, deliver and
comply with this Limited Guaranty and, upon the execution of this Limited Guaranty, this
Limited Guaranty shall constitute the valid and legally binding obligations of Guarantor
enforceable against Guarantor in accordance with its terms.
(b) No consent, approval or other authorization of or by any court,
administrative agency or other governmental authority is required in connection with his
execution and delivery of or compliance with this Limited Guaranty.
(c) The execution and delivery of and compliance with this Limited
Guaranty will not conflict with or result in a breach of any applicable law, judgment, order, writ,
injunction, decree, rule or regulation of any court, administrative agency or other governmental
authority, or of any provision of any agreement or other document or instrument to which
Guarantor is a party or by which Guarantor is bOlIDd, and such action by Guarantor will not result
in the creation or imposition of any lien, charge or encumbrance upon any property of the
Guarantor in favor of anyone other than Landlord.
(d) There is no action, suit or proceeding pending or, to the knowledge
of the Guarantor, threatened against or affecting the Guarantor before or by any court,
administrative agency or other governmental authority, or which brings into question the validity
of this Limited Guaranty or the transactions contemplated hereby.
(e) The Guarantor has not applied for or consented to the appointment
of a receiver, trustee or liquidator of itself or any of its property, admitted in writing its inability
to pay its debts as they mature, made a general assignment for the benefit of creditors, been
adjudicated a bankrupt or insolvent or filed a vollIDtary petition in bankruptcy, or a petition or an
answer seeking reorganization or an arrangement with creditors or to take advantage of any
bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or
statute, or an answer admitting the material aUegations of a petition filed against him in any
proceeding lIDder any such law, and no action has been taken by it for the purpose of effecting
any of the foregoing. No order, judgment or decree has been entered by any court of competent
jurisdiction approving a petition seeking reorganization of the Guarantor or aU or a substantial
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part of the assets of the Guarantor, or appointing a receiver, sequestrator, trustee or liquidator of
him or any of his property.
(f) The release of the Guarantor from its obligations under the Xando
Lease pursuant to the Termination Agreement is and will be of direct interest, benefit and
advantage to the Guarantor and constitutes good and valuable consideration for this Limited
Guaranty.
II. In the event that for any reason one or more of the provisions of this
Limited Guaranty or their application to any person or circumstance shall be held to be invalid,
illegal or unenforceable by a court of competent jurisdiction in any respect or to any extent. such
provisions shall nevertheless remain valid, legal and enforceable in any such other respects and
to such extent as may be permissible. In addition, any such invalidity, illegality or
unenforceability shall not affect any other provision hereof, but this Limited Guaranty shall be
construed as if such invalid, illegal or unenforceable provision had never been contained herein.
12. Any notice, demand or request hereunder shall be in writing and shall be
deemed to have been sufficiently given for all purposes when personally presented or sent by
certified or registered mail, return receipt requested, if to the Guarantor to Xando Cosi, Inc. 242
W, 36th Street, 11th Floor, New York, New York 10018, with a copy to Buchanan Ingersoll, PC,
1835 Market Street, 14th Floor, Philadelphia, PA 19103, Attn: Susan Miller, Esquire, and if to
Landlord, to Miami Beach Redevelopment Agency, 1700 Convention Center Drive, Miami
Beach, Florida 33139, Attention: Executive Director, or to such other address as any party hereto
notifies the other of in writing. Such notice shall be deemed to be given when received if
delivered personally or by reputable overnight courier or two (2) days after the date mailed if
sent by certified or registered mail. Any notice of any change in such address shall also be given
in the manner set forth above. Whenever the giving of notice is required, the giving of such
notice may be waived in writing by the party entitled to receive such notice,
13. The falsity in any material respect of any representation or warranty of the
Guarantor contained in this Limited Guaranty or the failure of the Guarantor to comply with any
of the terms and provisions contained in this Limited Guaranty shall, at the option of Landlord,
constitute an event of default under the Xando Lease.
14. This Limited Guaranty represents the entire agreement between the parties
and no waiver or modification of this Limited Guaranty shall be effective unless in writing and
signed by party to be charged thereby.
15. The use of any gender in this Limited Guaranty shall include all genders.
This Limited Guaranty shall be binding upon the Guarantor, its successors and assigns, and shall
inure to the benefit of Landlord, its successors and assigns,
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16. This Limited Guaranty shall be construed in accordance with and
governed in all respects by the laws of the State of Florida, and the sole venue for any suit or
action brought under this Limited Guaranty shall be the federal or state court, as the case may be,
situated in Miami-Dade County, Florida.
17. Landlord may avail itself of all remedies at law or in equity to remedy any
default hereunder, including, but not limited to, enforcement of the Xando Lease.
IN WITNESS WHEREOF, the Guarantor has executed this Limited Guaranty as of the
day and year first above written.
WITNESS:
XANDO COSI, INC.
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STATEOF~WYORK -
COUNTY OF DaA-t. : ss. l
On this, the CL2::. day of ,\o..NlA.IX(,~ ' 200., r;;ore me, a Notary Public in
and for the State of New York, personally appeare Craig Hantgan, the Vice President ofXando
Cosi, Inc., and that he being authorized to do so executed the foregoing instrument for the
purposes therein contained.
IN WITNESS WHEREOF, I here
s al.
Notary Public
My Commission Expires:
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