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HomeMy WebLinkAboutSubmittal-Ben Fernandez-Parking Lease AgreementSubmitted into the public record for item(s) P t , on.) JZ City Clerk Parking Space Lease Agreement Parking Lot Located At 445 NE 56 ST Miami, FL 33137 THIS PARKING SPACE LEASE AGREEMENT ("Lease") is entered into effective the 6th day of August, 2015, by and between FRIDAY MEDIA MIAMI LLC, a Florida limited liability company ("Lessor"), with an address at 445 NE 561' Street, Miami, Florida 33137, as lessor, and TRILUSSA INC., a Florida corporation ("Lessee"), with an address at 407 Lincoln Road, l I -C, Miami Beach, Florida 33139, as lessee. Lessor and Lessee are sometimes hereinafter referred to collectively as the "Parties" and each as a "Parry." RECITALS WHEREAS, Lessor owns that certain property legally described on EXHIBIT "A" attached to this Lease (the "Property"); and WHEREAS, Lessee is the owner and operator of a restaurant known as "Casa Abbottega" located (or to be located) at 5599 Biscayne Boulevard, Miami, FL 33137 (the "Restaurant"). WHEREAS, Lessee desires to lease from Lessor, and Lessor desires to lease to Lessee, that portion of the Property described in Section 1, below, for the Permitted Use described in Section 2, below. NOW, THEREFORE, in consideration of the mutual premises and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties hereby agree as follows: 1. Demised Premises. Lessor hereby leases to Lessee, solely during Lessee's Hours (defined in Section 4, below), and solely for the Permitted Use (defined in Section 2, below), the paved parking lot located at 445 NE 561 Street, Miami, Florida 33137 (the "Leased Premises"), subject to all of the terms and conditions of this Lease. The Leased Premises does not include any other property, including, without limitation, any buildings located or to be located at or upon the Property. 2. Permitted Use. The Lessee's use of the Leased Premises shall be for the sole purpose of the parking of cars by valets on behalf of patrons of the Restaurant (the "Permitted Use"). No cars shall be parked by any person other than avalet duly engaged by Lessee. It shall be solely Lessee's responsibility to ensure that the Leased Premises are used under this Lease for only lawful purposes. Lessor makes no representations or warranties that use of the Leased Premises for the Permitted Use complies with applicable law. 3. Lease Term and Renewal. The initial term of this Lease shall commence on November 1, 2015, and shall continue for a period of one (1) year ending on October 31, 2016 ("Initial Term"). This Lease shall be automatically renewed for successive one (1) year periods (each an "Extension Period") commencing on November l and ending on the next succeeding October 31 unless this Lease is /s-60qTq6+G-,fL)bm%tta /- -8e r) Fermi) dez�- Pat �in5 tea le �Gr&MM1- Submitted into the public record for item(s) P LI33 on io 1 City Clerk terminated by either Party in writing no later than (30) thirty days prior to the first Extension Period or any succeeding Extension Period, as applicable. The Initial Term, as extended or earlier terminated in accordance with this Lease, is referred to collectively in this Lease as the "Term." 4. Lessee's Hours. During the Term, Lessee may occupy (and allow vehicles of Restaurant patrons to occupy) the Leased Premises only from the hours of 6:00 p.m. through the immediately succeeding 7:00 am. for the Permitted Use. Notwithstanding the foregoing, Lessor shall be entitled to utilize parking spaces as reasonably required by Lessor during any construction activities on any portion of the Property without any reduction in Rent paid by Lessee. 5. Rent. Lessee shall pay to Lessor, at Lessor's address above, in advance no later than the first (1m) day of each month during the Term, monthly base rent in the amount of $1,500.00 plus applicable sales tax (collectively, "Monthly Base Rent"). In addition, Lessee shall pay to Lessor all other amounts due under this Lease no later than their due date ("Additional Rent"). Monthly Base Rent and Additional Rent are hereinafter collectively referred to in this Lease as "Rent." All of Lessee's payment obligations under this Lease shall survive the termination of this Lease for any reason. 6. Security Deposit: Upon execution of this Lease, Lessee shall deposit with Lessor the sum of Three Thousand Dollars ($3,000) as a security deposit ("Security Deposit"). The Security Deposit shall be retained by the Lessor as security for the faithful performance by Lessee of the terms, covenants, conditions, and provisions of this Lease, and shall be held by Lessor in a non-interest bearing account. In the event that this Lease is in full force and effect and Lessee shall have fully and faithfully carried out and performed, in all material respects, the terms; covenants, conditions, and provisions on Lessee's part to be performed under this Lease, Lessor shall return the Security Deposit to Lessee at the end of the Term. Upon the occurrence of an Event of Default by the Lessee under the terms of this Lease, Lessor may retain and apply the Security Deposit as damages against all sums which are owed by Lessee to Lessor, and Lessor may proceed with any other remedies granted by law or provided herein, including but not limited to rent acceleration. Lessee shall replenish any amounts of the Security Deposit utilized by the Lessor. 7. Food and Beverage Discount and Credits. Lessee agrees that, during the Term, each of Lessor's employees shall be given a discount of 50% on food and beverages (excluding wine and alcoholic beverages) at the Restaurant for lunch during each weekday. In addition to the foregoing discount, Lessor shall be given an aggregate $300 credit per quarter for dinners at the Restaurant, which credit may be used at any time and from time to time. The foregoing discounts and credits are in addition to, and do not reduce, any other. amounts due from Lessee to Lessor under this Lease including, without limitation, Monthly Base Rent. 8. Insurance. During the Term, Lessee shall be required to carry the insurance coverages identified in EXHIBIT "B" below. All policies of insurance provided .for herein shall be written as primary policies (naming Lessor and Lessor's mortgagee, if any, as an additional insured), shall contain an endorsement requiring thirty (30) days written notice to Lessor prior to canceIIation, and shall be subject to such deductible amounts as determined by Lessee and which are commercially reasonable. No later than October 20, 2015, Lessee shall supply Lessor with a true and correct copy of all such policies or a certificate of insurance reflecting such coverages and endorsements, and provide evidence of same from time to time during the Term upon Lessor's reasonable request. 9. Signage. At all times during the Term of this Lease during Lessee's Hours, Lessee, at its own cost, shall conspicuously display signage at or about the entrance of the Leased Premises with the following language (collectively, "Signage"): 2 Submitted into the public 3 record for item(s) ji on 4 City Clerk (a) "The parking lot is only for customers of Casa Abbottega. All unauthorized vehicles will be towed at the expense of the vehicle's owner"; and (b) "The owner of this parking lot is not liable for any loss or damage to any vehicle, or the contents of any vehicle, parked in this lot"; and (c) Any other signage that is required by statute, regulation, ordinance, or any other applicable law. All signage shall be in accordance with all applicable laws, and Lessee shall be solely responsible for compliance with all such laws. Any fines or penalties (including interest) assessed with regard to any unlawful signage shall be timely paid by Lessee. All signage must be pre -approved by Lessor in writing. Approval by Lessor does not constitute Lessor's confirmation or affirmation that the sign complies with applicable law. It shall be Lessee's sole responsibility to ensure compliance of signage with all applicable laws and to obtain all necessary permits to occupy and utilize the Leased Premises for the Permitted Use. 10. Damage to Vehicle. Lessor shall not be responsible for any damage to any vehicle located on or at the Leased Premises, irrespective of the cause of such damage. 11. Compliance with Law; Permits. Throughout the Term, Lessee, at its sole cost and expense, (a) shall comply with any and all laws, regulations, and ordinances that are applicable to the Leased Premises or any part thereof, and the operation of valet service of type to be operated by Lessee on the Leased Premises, and- (b) shall obtain and maintain all licenses and permits necessary to conduct the Permitted Use at the Leased Premises: 12. Repairs. Lessee shall be responsible for, and shall promptly pay to Lessor upon demand, all costs and expenses incurred by Lessor with respect to any damage to the Leased Premises occurring as a result of, or in connection with, the use of the Leased Premises by or at the direction of Lessee (including, without limitation, use of the Leased Premises by Lessee's owners, employees, agents, contractors, licensees, or invitees), ordinary wear and tear excepted. 13. No Alterations; No Liens. Lessee shall make no alterations to the physical appearance or structure of the Leased Premises, and shall not cause, or permit to exist on the Leased Premises, any liens, including, without limitation, construction or mechanics' liens. If any lien is filed against the Leased Premises as a result of the actions or failure to act of Lessee, Lessee shall cause it to be discharged of record within five (5) business days after notice to Lessee. All Parties with whom Lessee may deal are hereby put on notice that Lessee has no power to subject the Lessor's interest in the Leased Premises to any claim or lien of any kind or character and any individual or entity dealing with the Lessee must look solely to the credit of the Lessee for payment and not to the Lessor's interest in the Leased Premises or otherwise. 14. Eminent Domain. If, after the execution of this Lease and prior to the effective date of the expiration or termination of this Lease, the whole of the Leased Premises shall be taken under the power of eminent domain, then the Term of this Lease shall cease as of the time when Lessor shall be divested of its title to the Leased Premises, or such earlier time stated by Lessor in a notice to Lessee, and Rent and other costs and expenses, if any, shall be apportioned and adjusted as of the effective time of such termination. Lessee shall not be entitled to participate in any condemnation proceeding on its own behalf, nor shall Lessee participate in any amounts awarded to Lessor. 15. Representations and Warranties. In addition to any representations, warranties, and covenants found elsewhere in this Lease, Lessee represents, warrants, and covenants to Lessor the Submitted Into the public record for item(s) R�, I on 2 City Clerk following: (a) Lessee is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida. (b) Lessee has the requisite corporate power and corporate authority to execute and deliver this Lease. The execution, delivery and performance by Company of this Lease have been duly authorized by all necessary corporate action on the part of Company. This Lease has been duly executed and delivered by Company. This Lease constitutes the valid and binding obligation of Company, enforceable in accordance with its or their terms. (c) Lessee is the sole owner and operator of the Restaurant. (d) Lessee will report to Lessor any defects contained on or in the Leased Premises within one (1) business day following Lessee's discovery of same. 16. ludemnilication. Lessee, on behalf of itself and its owners, directors, officers, and employees, shall indemnify and hold harmless Lessor and Lessor's owners, directors, officers, managers, employees, agents, contractors, and affiliates, and the respective heirs, executors, personal representatives, successors, and assigns of Lessor and Lessor's owners, directors, officers, managers, employees, agents, contractors, and affiliates (all of the foregoing collectively referred to'in this Lease as the "Indemnified Parties" and each as an "Indemnified Parry"), from and against any and all losses, liabilities, penalties, interest, damages, claims, judgments, violations, costs, and expenses (including, without limitation, reasonable attorneys' fees and cost at trial and at all appellate levels),.asserted against or incurred by any one or more Indemnified Parties and arising directly or indirectly out of, in connection with, or relating to (i) any breach of any of Lessee's representations or warranties contained in this Lease, (ii) any noncompliance with any of Lessee's covenants contained in this Lease, (iii) any misconduct by Lessee or any of Lessee's owners, employees, agents, contractors, licensees, or invitees, (iv) any act (or failure to act) by Lessee in compliance with the terms of this Lease, (v) any negligence of Lessee or Lessee's owners, employees, agents, contractors, licensees, or invitees, (vi) any damage to or loss of any personal property of Lessee's employees, contractors, customers, invitees, or licensees located on or at the Leased Premises, or (vii) or bodily injury to or death of any individual. Lessee's indemnification obligations under this Section 16 shall survive the termination of this Lease for any reason. 17. Parking Lot. Lessor owns the parking lot in questions at the above mentionedaddress and Lessor will not provide any parking lot attendants. Parking will be VALET ONLY. Lessee shall be liable for all activities at the Leased Premises in connection with this Lease. 18. Assignment and Subletting. Lessee shall not assign this Lease or any of its rights or obligations under this Lease without the prior written consent of Lessor, which consent Lessor may delay, withhold, or deny for any reason or for no reason. 19. Valet Staging Area. Lessor agrees to allow Lessee one (1) portable (i.e., non -permanent) staging area at the Leased Premises during Lessee's Hours to be located on the west side of the parking lot facing Biscayne Blvd. At the end of Lessee's Hours on each day during the Term, Lessee shall remove, at Lessee's cost, the staging area and all signs and other evidence of the existence of this Lease. The valet staging area shall be maintained, in accordance with all applicable laws, rules, and regulations, and Lessee shall be solely responsible for compliance with all such laws, rules and :regulations. Any fines or penalties (including interest) assessed with regard to any violation of law in connection with the valet staging area shall be timely paid by Lessee. The staging area must be pre -approved. by Lessor. Approval 4 Submitted into the public record for item(s) Q on 1. Zj j 0 115 City Clerk by Lessor does not constitute Lessor's assurance that the staging area complies with applicable laws, rules, or regulations. It shall be Lessee's sole responsibility to ensure such compliance. 20. Default and Remedies. (a) The following shall constitute an "Event of Default" under this Lease: under this Lease; or (i) Lessee shall -fail to pay Rent or any part thereof when due; or (ii) Lessee shall be in breach of any of Lessee's representations or warranties (iii) Lessee shall violate or fail to perform any of its covenants under this Lease; or (iv) Lessee shall file for bankruptcy protection under the laws of the United States, or makes or proposes to make an assignment for the benefit of creditors; or (v) There be filed against Lessee, in any court, pursuant to any statute, either of the United States or any state, a petition: (A) In bankruptcy; (B) Alleging insolvency; (C) For reorganization; (D) For the appointment of a receiver or trustee. (b) Upon the occurrence of an Event of Default under this Lease, Lessor may: (i) Re-enter the Leased Premises by any lawful means; or (ii) Immediately terminate this Lease and resume possession of the Leased Premises; or (iii) Seek and be awarded any remedies or damages available at law or in equity. The foregoing remedies in this Section 20 are intended to be cumulative and not exclusive. If the Lessor elects to terminate this Lease, then immediately upon such termination, all rights and obligations whatsoever of the Lessee and of its successors and permitted assigns under this Lease shall cease, except for those obligations of Lessee that survive the termination of this Lease. 21. Termination. Notwithstanding any other term of this Lease to the contrary, and in addition to Lessor's right to terminate this Lease under any other section or provision of this Lease, Lessor shall have the right to terminate this Lease with immediate effect upon the closing of a sale of 445 NE 561 Street, Miami, Florida 33137. 22. Taxes. All licensing dues, local, state, and federal taxes relating to Lessee's occupation or use of the Leased Premises (excluding property taxes) shall be paid by Lessee. 5 Submitted into the public record or items) h?i. 13 on City Clerk 23. Miscellaneous. (a) Recitals. The Recitals to this Lease are incorporated into, and shall be deemed a part of, this Lease. (b) Notices. All notices, requests, demands, and other communications under this Lease shall be in writing and shall be delivered (i) in person by hand, (ii) by certified or registered mail, return receipt requested and postage prepaid, or (iii) by reputable overnight delivery service, addressed to the Parties at their respective addresses set forth in the introductory paragraph to this Lease, or to such other address, or to the attention of such other person, as the Parties shal I give notice in accordance with this Section 23(b). All such notices, requests, demands, and other communications shall be deemed to have been sufficiently given and occurred for all purposes (i) if delivered personally by hand, upon such delivery, (ii) if sent by certified or registered mail, return receipt requested and postage prepaid, two (2) days after posting, or (iii) if sent by overnight delivery service, upon delivery to the recipient (or refusal of delivery by the recipient or his or its agent). (c) Survival. In addition to any and all provisions of this Lease that, by their very nature, survive the termination of this Lease, the following provisions of this Lease shall survive the termination of this Lease: Sections 5, 6, 7, 10, 12, 15, 16, 19, 20, (b), and 23(c). (d) Entire Agreement: Modifications: No Waiver. This Lease embodies and constitutes the entire understanding between the Parties with respect to this transaction, and all prior or contemporaneous agreements, understandings, representations and statements (oral or written) are merged into this Lease. Neither this Lease nor any provision hereof may be waived, modified, amended, discharged, or terminated except by an instrument in writing signed by the Party against whom the enforcement of such waiver, modification, amendment, discharge, or termination is sought, and then only to the extent set forth in such instrument. No waiver of any provision of this Lease shall be effective unless it is in writing and signed by the Party against whom it is asserted, and any such written waiver shall only be applicable to the specific instance to which it relates and shall not be 'deemed 'to be a continuing'or future waiver. (e) Applicable Law: Attorney's Fees. This Lease and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Florida. In the event of any litigation arising out of this Lease, the prevailing Party shall be entitled to recover its costs and reasonable attorneys' fees through and including appellate litigation and any post judgment proceedings. (f) WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LEASE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTS' HAVE BEEN INDUCED TO ENTER INTO THIS LEASE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 23(f). 0 Submitted into the publie record for item(s) p 3, , on City Clerk (g) Venue and Jurisdiction. Any and all suits or actions brought under or in connection with this Lease shall be brought exclusively in the court of courts of proper jurisdiction located in Miami -Dade County, Florida, and each Party hereby waives any and all objections to such venue and jurisdiction. (h) Headings and Captions. The headings and captions in this Lease are inserted for convenience of reference only and in no way define, describe, or limit the scope or intent of this Lease or any of the provisions hereof. (i) Gender and Numbers. Where the context so indicates or requires, the masculine shall include the feminine and the neuter, the feminine shall include the masculine and the neuter, the neuter shall include the masculine and the feminine, and the singular shall include the plural. (j) Binding; Effect. This Lease shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (k) Time is of the Essence. Time is of the essence of each term and provision of this Lease. (1) Counterpart Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, -and all of which shall constitute one and the same instrument. A facsimile or emailed copy of this Agreement bearing the signature of a Party hereto shall be sufficient to bind such Party to the terms of this Agreement. (m) Radon Gas. Pursuant to Florida Statutes, Section 404.056[8], the following disclosure is required by law; 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. (n) Memorandum of Lease. Lessor may record in the public records of Miami -Dade County a memorandum of this Lease. Lessee may not record a memorandum of lease or any other writing pertaining to this Lease without the written consent of Lessor, which consent may be delayed, withheld, or denied by Lessor in its sole discretion. (o) Further Assurances. Lessee agrees that it will execute such further documents and take such further actions as shall be reasonably requested by the other to effectuate and give effect to the intent of the transaction contemplated in this Lease. [signature page follows] 7 Submitted into the public reEord Or item(s) on _ 5; City Clerk IN WITNESS WHEREOF, the Parties have executed this Lease effective on the date first written above. WITNESSES: Print Name: LESSOR: FRIDAY MEDIA MIAMI LLC, a Florida limited liability company —e-;1-7 By:_ Name: Title: LESSEE: TRILUSSA INC., a Florida corporation Yn By: Name: Print me: 00 -uL6� �-c OX „n 8 Submitted into the public record for item(s) & ►$ on 4L4L4,,f City Clerk EXHIBIT "A" Legal Description Lot 1, Block 23, BAY SHORE UNIT No.3, according to the Plat thereof as recorded in Plat Book 12, Page 50, of the Public Records of Miami -Dade County, Florida 9 Submitted iota the public record for i em(s) O t',Q2 on City Clerk EXHIBIT "B" Required Insurance Coverages Lessee shall maintain the following coverages: Commercial General Liability Policy with coverages of $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate. Liquor Liability Policy with coverages of $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate. Assault and Battery coverage. must be included under Commercial General Liability Policy and Liquor Liability Policy with coverages of $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate. Garage -Keepers Policy with coverage of $200,000.00 per occurrence. The Commercial General Liability Policy and Liquor Liability Policy must be primary and non- contributory. All insurance policies must name "Friday Media Miami LLC, a Florida limited liability company" as additional insured. 10 r � r � lerk c:\users\owner\documents\clients\friday media\friday media parking lot lease (bks rev 8-5-15).doc