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HomeMy WebLinkAboutR-2026-043 First Dania Beach LLC - Parking License Agreement (LA Fitness)RESOLUTION NO. 2026-043 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE A LICENSE AGREEMENT WITH FIRST DANIA BEACH, LLC TO USE PARKING SPACES LOCATED IN THE CITY PARKING GARAGE UPON PAYMENT OF APPLICABLE FEES; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the applicant, First Dania Beach, LLC has requested to establish a License Agreement to utilize parking within the City Parking Garage located at City Hall; and WHEREAS, the developer of the recently constructed Dania 101 Apartments, Phase 2 developed at the northwest corner of SW 1st Avenue and SW 1st Street, has secured L.A. Fitness as a tenant within the project; and WHEREAS, the tenant is in need of additional parking spaces to meet the requirements of the City’s Land Development Code and the approved site plan. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. On July 8, 2025, the City Commission authorized the proper City officials to execute a License Agreement with First Dania Beach, LLC which will allow use of sixty five (65) parking spaces located in the City Parking Garage adjacent to City Hall. The cost to the parties to use these spaces will be a base use fee of Six Thousand Three Hundred Seventy Dollars ($6,370.00) ($98.00 per space per month). The remaining 65 spaces are non-designated (first-come, first-served) and there is no fee. That License Agreement is attached as Exhibit “A”, and it is made a part of and is incorporated into this Resolution by this reference. Section 2. That the City Manager and City Attorney are authorized to make revisions to such Agreement as are deemed necessary and proper in the best interests of the City, including but not limited to the number of spaces and the base use fee amount. Section 3. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 4. That this Resolution shall take effect ten (10) days after passage and adoption. RESOLUTION #2026-043 PASSED AND ADOPTED on April 14, 2026. Motion by Commissioner Lewellen, second by Commissioner Rimoli. FINAL VOTE ON ADOPTION: Unanimous X Yes No Commissioner Lori Lewellen ____ ____ Commissioner Luis Rimoli ____ ____ Commissioner Archibald J. Ryan IV ____ ____ Vice Mayor Marco Salvino ____ ____ Mayor Joyce L. Davis ____ ____ ATTEST: ELORA RIERA, MMC JOYCE L. DAVIS CITY CLERK MAYOR APPROVED AS TO FORM AND CORRECTNESS: EVE A. BOUTSIS CITY ATTORNEY 1 LICENSE AGREEMENT FOR USE OF PARKING SPACES THIS IS A LICENSE AGREEMENT (the “License”), and it is entered into on April ___, 2026, by and between the City of Dania Beach, a Florida municipality (“City”), and First Dania Beach II, LLC, a Florida limited liability company having a principal address of 2875 NE 191 Street, PH-4, Aventura, Florida 33180 (“Licensee”). RECITALS: WHEREAS, City is the owner of a municipal parking garage with a street address of 49 Park Avenue East, Dania Beach FL 33004 (the “Garage”) and more particularly described in Exhibit A attached hereto and made a part hereof; and WHEREAS, Licensee is the owner of a parcel of land located at 46 SW 1st Avenue, Dania Beach, Florida (the “Development Parcel”), as more particularly described on Exhibit B attached hereto and made a part hereof, and Licensee is developing the Development Parcel pursuant to the approved amended site plan and development order, Resolution No. R-2024-181 (SP-025- 22MOD) (the “Development Order”); WHEREAS, Licensee desires a limited right to use parking spaces within the Garage subject to the terms and conditions of this License; and WHEREAS, nothing in this License is intended to satisfy, replace, or constitute compliance with any Development Order or zoning requirement, all of which remain the sole responsibility of Licensee. WHEREAS, City has excess parking available in the Garage, and City is willing to license to Licensee the use of certain parking spaces subject to the terms and conditions set forth in this License; and WHEREAS, The parties acknowledge that the Parking Spaces (hereinafter defined) shall be counted toward the parking requirements set forth in the Development Order, subject to the express limitations, revocability, and termination rights contained in this License. NOW, THEREFORE, in consideration of the mutual promises contained herein, City and Licensee hereby agree as follows: Recitals. The foregoing Recitals are true and correct and are incorporated herein. ARTICLE 1. LICENSE Section 1.01 License. City hereby grants to Licensee and Licensee hereby accepts from City, a license to use: • Sixty-five (65) administratively designated from time to time parking spaces within the Garage, which may be identified as reserved for the use of the Permitted Users (hereinafter defined), at Licensee’s cost and option (the “Designated Spaces”); 2 • Sixty-five (65) additional non-designated, unreserved parking spaces within the Garage available on a first-come, first-served basis (the “Non Designated Spaces”), it being agreed that at all times all of the Designated Spaces and Non-Designated Spaces (i.e., 130 spaces in total) shall be available for the use of the Permitted Users; and • all of the other parking spaces located within the Garage on an unreserved, first-come, first- served basis (such additional spaces, together with the Non‑Designated Spaces and the Designated Spaces, the “Parking Spaces”). The exact location of the Designated Spaces shall be approved and assigned by the City and may be contiguous at City’s discretion. The designation or allocation of the Designated Spaces shall be administrative only, shall confer no property interest, and may be relocated, by the City at any time in its sole discretion without compensation. Any administrative designation of the Parking Spaces as “Designated” or “Non-Designated” is for operational and management purposes only. Such designations shall not, by themselves, alter the economic terms of this License, including the Base Use Fee (hereinafter defined), escalation, or aggregate monthly charges payable by Licensee, except as expressly agreed in writing by the parties pursuant to Section 3.04. Any reference to “designated” or “non-designated” spaces shall not be construed to create exclusivity, priority rights, or minimum availability obligations, and shall remain subject at all times to City operational control. Section 1.02 Ingress and Egress. This License includes the use of the Parking Spaces and the right of ingress and egress through the Garage to the Parking Spaces by Licensee, Fitness International, LLC, a California limited liability company (“Fitness International”), Licensee’s tenant for space within the Development Parcel, and Fitness International’s employees, contractors, invitees, customers, service providers (collectively, the “Permitted Users”), subject at all times to this License and to all applicable Garage rules, regulations, and operational policies established by the City. Except as expressly provided herein, nothing herein shall be construed to grant any Permitted User exclusive, guaranteed, or priority parking rights, nor to limit the City’s authority to regulate access, circulation, enforcement, or use of the Garage in the public interest. ARTICLE 2. TERM Section 2.01 Term of License. The term of this License (the “Initial Term”) shall commence on the earlier of (i) date that Fitness International opens for business in the Development Parcel or (ii) April 1, 2027 (the “Commencement Date”) and shall continue for a period of ten (10) years and five (5) months thereafter (the “Expiration Date”), unless sooner terminated in accordance with this License or extended as provided in Section 2.02. The Initial Term, together with any renewal or extension periods, shall be collectively referred to as the “Term.” Notwithstanding the foregoing, if Fitness International has not opened for business within thirty-six (36) months following the date of this License, the City may, in its sole discretion, terminate this License upon written notice to Licensee, with no further obligation to Licensee. 3 Section 2.02 Option to Extend the License. Licensee is entitled to up to four (4) additional renewal terms of five (5) years each (each, a “Renewal Term”), provided that, at the time of commencement of any Renewal Term, Licensee is in full compliance with all terms and conditions of this License. Each Renewal Term shall automatically take effect, without the requirement of notice from Licensee to Licensor, unless the Licensee has provided written notice to Licensor not less than ninety (90) days prior to expiration of the then-current term that it has elected not to exercise a Renewal Term. ARTICLE 3. USE FEES Section 3.01 Use Fees. Use Fees shall commence on the Commencement Date (as defined in Section 2.01), and no Use Fees shall be due prior thereto. For each and every calendar month commencing with the first month of the Initial Term and each month thereafter, Licensee shall pay to City, on or before 5:00 PM EST of the first business day of each month at City Hall, for the preceding calendar month, the following: Ninety- Eight dollars ($98) for each of the Designated Spaces per month (“Base Use Fee”). Base Use Fee for a portion of the first month of this License shall be prorated on a daily basis and paid on the first day of the month immediately following the Commencement Date. Any Base Use Fee or other amount not paid when due shall accrue interest at the rate of 1.5 % per month (18 % per annum) or the highest rate permitted by law, whichever is lower, from the due date until paid in full. The City acknowledges and agrees that Licensee’s monthly payment of the Base Use Fee in accordance with this License shall be the sole charge for the Permitted Users’ use of the Parking Spaces during the Term, and that at no time during the Term shall any of the Permitted Users be required to make any additional contribution to the City for the use of any of the Parking Spaces. Section 3.02 Annual Escalator. Effective on each anniversary of the Commencement Date, the Base Use Fee shall increase by three percent (3%) per year. The parties acknowledge and agree that this fixed escalation is intended to provide predictability and administrative simplicity and shall apply in lieu of any adjustment tied to the Consumer Price Index or other inflationary metric. Section 3.03 Intentionally deleted. Section 3.04 Deposit. Licensee shall pay City a deposit of an amount equal to two (2) months of the then‑applicable Base Use Fee for all of the Designated Spaces (initially, 65 × $98.00 × 2 = $12,740.00). The Deposit shall secure Licensee’s obligations and be refundable consistent with this License. Section 3.05 Administrative Designations; No Unilateral Economic Impact. The City may administratively reclassify or modify the designation of any of the Parking Spaces for operational purposes; however, no such designation or reclassification shall result in a change to the Base Use Fee or other economic terms of this License unless expressly agreed to in writing by the City and Licensee. 4 Any conversion of any of the Non-Designated Spaces to the Designated Spaces that would result in an increase to the Base Use Fee may occur only in the event of documented excessive or sustained use that materially interferes with public parking operations or garage safety, and only following: (a) written notice to Licensee describing the condition; (b) a reasonable opportunity for Licensee to mitigate such condition; and (c) mutual written agreement of the parties regarding any fee adjustment. In no event shall any administrative designation or conversion be used to impose a material or disproportionate increase in Licensee’s total Base Use Fee without Licensee’s written consent. ARTICLE 4. OPERATION OF LICENSEE’S BUSINESS Section 4.01 Hazardous Substances. Licensee agrees that no activity will be conducted on, in, under or about the Garage and the Spaces by or through Licensee and any of its agents, contractors, subcontractors, employees, visitors, licensees, or invitees that will use, generate, release, store, dispose of, or produce any pollutants, contaminants, toxic or hazardous substances or wastes, oil or petroleum products, flammables, or any other substances, the nature or quantity of which are, due to their existence, use, release, manufacture, or effect, subject to federal, state, or local environmental, health, or safety laws or regulations, now or subsequently enacted or promulgated by any governmental authority or as a result of any court ruling. ARTICLE 5. MAINTENANCE OF SPACES Section 5.01 Maintenance by Licensee. Licensee shall keep the Parking Spaces in a clean condition. Licensee shall have no duty, obligation, or liability whatsoever for construction, maintenance, replacement, or repair of the Garage and the Parking Spaces. Section 5.02 Maintenance by City. City shall be responsible for the Garage structure and repair of all leaks, walls, electrical and mechanical systems, and any other capital component of the Garage structure. City shall use good faith efforts to notify Licensee in writing at least fifteen (15) days prior to the commencement of any reconstruction, repairing or repaving of the Garage or the Parking Spaces. Section 5.03 As-Is Condition. The Parking Spaces and the Garage are accepted by the Licensee in an “as-is” condition, without warranty of condition or merchantability, expressed or implied. Section 5.04 Services, Utilities and Security. The City is not obligated to furnish security, utilities, or services for the benefit of Licensee or any vehicle or person using the Garage. Any cleaning or security measures provided by the City are for general garage operations only and may be modified, reduced, or discontinued at any time. Notwithstanding anything to the contrary herein, the City shall cause the Garage to be well illuminated between dusk and dawn. 5 The City assumes no duty of care with respect to vehicles or individuals using the Garage, and shall not be liable for loss, theft, damage, injury, or interruption of use. Licensee acknowledges that parking is at its own risk and that no operational control, approval authority, or responsibility is assumed by the City. Section 5.05 Limited Termination Right Related to Parking Interruption. Notwithstanding anything to the contrary in this License, Licensee may terminate this License if the lease between Licensee and Fitness International (or its successor) (the “Fitness International Lease”) is terminated solely as a direct result of the City’s material interruption or material impairment of access to the Parking Spaces in violation of this License. This termination right shall not apply to interruptions or impairments arising from temporary closures, maintenance, emergencies, public safety actions, reconfiguration of the Garage consistent with this License, or any exercise of the City’s termination or discretionary rights expressly reserved herein; provided that the foregoing do not result in the termination of the Fitness International Lease. Termination under this Section shall be Licensee’s sole and exclusive remedy for the circumstances described in this Section 5.05 and shall not give rise to any claim for damages, reimbursement, or compensation of any kind. ARTICLE 6. INSURANCE Section 6.01 Public Liability and Property Damage. Licensee, during the entire Term, shall keep in full force and effect the following: Commercial General Liability Insurance naming the City as an additional insured, written with a carrier licensed to do business in Florida with an AM Best rating of A- or better. Coverage must include, at a minimum: (i) Spaces Operations, (ii) Products and Completed Operations, (iii) Blanket Contractual Liability, (iv) Personal Injury Liability, and (v) Expanded Definition of Property Damage. The minimum limits acceptable are $1,000,000.00 Per Occurrence, $2,000,000.00 Per Location Aggregate. The use of an excess/umbrella liability policy to achieve the limits required by this paragraph will be acceptable as long as the terms and conditions of the excess/umbrella policy are no less restrictive than the underlying Commercial General Liability policy. Section 6.02 Workers’ Compensation. Workers’ Compensation Insurance shall be maintained by Licensee during the term of this License, or any renewal period of it, and it is to apply to all “statutory employees” of the Licensee (as that phrase is defined by Chapter 440, Florida Statutes), in compliance with the Workers’ Compensation Law of the State of Florida and all applicable federal laws, for the benefit of the Licensee and its employees. Employer’s Liability Part B shall be in an amount of no less than One Million Dollars ($1,000,000.00) per occurrence. Section 6.03 City Insurance. City acknowledges, confirms and agrees that it shall maintain insurance coverage for the Garage consistent with its municipal risk-management practices. 6 ARTICLE 7. INDEMNITY AGAINST CLAIMS Section 7.01 Licensee’s Obligation to Defend. Licensee shall defend, indemnify and save harmless City, its elected officials, officers, employees, agents and contractors from and against all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including, without limitation, attorney fees (including those resulting from the enforcement of the foregoing indemnification), arising from, or which may be imposed upon, incurred by or asserted against City, by reason of: (a) Any act, omission or negligence of Licensee or any Licensee Party (which includes but is not limited to any of Licensee’s agents, contractors, subcontractors, employees, visitors, licensees, or invitees); (b) Any accident, injury or damage whatsoever caused to any person or to the property of any person occurring in, on or about the Parking Spaces or occurring outside the Parking Spaces but within the Garage which is the result of the act, omission or negligence of Licensee or any Licensee Party; (c) Any failure on the part of Licensee or any Licensee Party to observe or perform any of the covenants, agreements, terms, provisions, conditions or limitations contained in this License to be observed or performed by Licensee, including compliance with any governmental requirements applicable to the Garage and the Parking Spaces. ARTICLE 8. USE Section 8.01 The Garage and Spaces shall be used solely for the parking of passenger vehicles in accordance with existing codes, laws, ordinances, rules, and regulations of all governmental authorities having jurisdiction over the Garage, including City. The parking or storage of commercial vehicles or equipment or materials, and repair and maintenance of vehicles of any kind is prohibited. The Parking Spaces shall not be used for any illegal purposes, nor in any manner which does or may create any nuisance or trespass, nor in any manner which may vitiate the insurance relating to the Garage and Parking Spaces. Parking of vehicles overnight or outside the normal operating hours of the Garage, as established by the City, is strictly prohibited without the City’s prior written consent, except as expressly set forth in Section 8.02 hereof. Licensee shall not sublease, rent, or otherwise permit the use of any Parking Space by any person or entity not authorized under this License, nor shall Licensee charge any person or entity a rate greater than the rate paid by Licensee to the City for such spaces. In the event the City determines that the Licensee has charged or collected from any user an amount greater than the rate paid by Licensee to the City, the City may, without notice, increase the Base Use Fee to match the highest rate charged by Licensee, retroactive to the date such higher rate was first charged. The retroactive increase shall be immediately due and payable to the City, in addition to any other remedies available under this License or law. Access to and use of the Parking Spaces is strictly limited to the Permitted Users. 7 Section 8.02 Extended Access. Notwithstanding Section 8.01, and subject to the terms of this License and applicable Garage rules and operational policies, the City agrees that Licensee and the Permitted Users shall be permitted access to the Parking Spaces on a continuous, twenty-four (24) hour basis, seven (7) days per week. The City may temporarily restrict or suspend access to the Garage or any portion thereof due to emergencies, maintenance, repairs, or public safety needs, special events, or other operational requirements provided such restrictions are implemented in a commercially reasonable manner and are not intended to uniquely target Licensee. Nothing herein shall be construed to guarantee uninterrupted access or to limit the City’s authority to manage, regulate, or operate the Garage in the public interest. Nothing in this Section 8.02 shall be construed to permit Licensee to sublease, rent, sell, monetize, or otherwise commercially exploit any Parking Space, or to permit use by any person not authorized under this License. Section 8.03 Controlled Access and Credentials. In the event the City installs gates, card readers, license-plate recognition systems, or other controlled access mechanisms for the Garage, the City shall provide Licensee with reasonable access credentials or authorization sufficient to allow Licensee and the Permitted Users to access the Parking Spaces in accordance with this License. Such credentials shall be subject to the City’s standard administrative procedures, security protocols, modification, suspension, or replacement, and may be revoked for misuse or noncompliance with Garage rules or this License. Nothing herein shall be construed to grant Licensee exclusive access rights, guaranteed availability (except as expressly set forth herein), or control over access systems, nor to limit the City’s authority to modify or discontinue access methods in the public interest. ARTICLE 9. ASSIGNMENT AND AMENDMENTS Section 9.01 Assignment. Licensee may not assign this License without the prior written consent of the City. In connection with a bona fide sale or transfer of all or any portion of the Development Parcel, the City’s consent shall not be unreasonably withheld, provided that the proposed assignee: (a) assumes in writing all obligations of Licensee under this License; (b) demonstrates financial capacity and operational suitability to comply with the terms and conditions of this License reasonably acceptable to the City; and (c) agrees to comply with all applicable Garage rules and City policies. 8 No assignment shall relieve the original Licensee of liability under this License unless the City expressly approves the assignment of this License. Any purported assignment in violation of this Section shall be void. Section 9.02 Amendments. No amendment to this License will be binding on any party unless in writing and signed by all parties. ARTICLE 10. DEFAULT AND TERMINATION BY CITY Section 10.01 Default. Each of the following events shall be a default by Licensee and a breach of this License and constitute an “Event of Default”: (a) any failure of Licensee to pay any Base Use Fee due as and when due, and failure to cure the same within ten (10) days following Licensee’s receipt of written notice of nonpayment and demand for payment; or (b) any failure to perform any other of the terms, conditions, or covenants of this License to be observed or performed by Licensee for more than thirty (30) calendar days after written notice of such default (except for a default in the payment of Use Fee and other monetary obligations) after notice shall have been received by Licensee (unless curative action cannot reasonably be accomplished within such thirty (30) day period, in which event the period to cure such default shall be automatically extended as long as Licensee promptly commences such cure and diligently uses Licensee’s best efforts to complete curative action). Section 10.02 Remedies. If any default by Licensee shall continue uncured upon expiration of the applicable curing period, City may exercise any one or all of the following remedies in addition to all other rights and remedies provided by law or equity, from time to time, to which City may resort cumulatively or in the alternative: (a) The City may terminate this License in accordance with Section 10.03; (b) The City may apply all or any portion of the Deposit toward the payment of any amounts then due and owing, or to cure any default or expense incurred by the City as a result of the Licensee’s breach. Application of the Deposit shall not be deemed a waiver of any other right or remedy of the City, nor shall it relieve Licensee of its continuing obligations under this License; and (c) The City may pursue any and all other remedies available at law or in equity, including specific performance, damages, or recovery of reasonable attorney’s fees and costs. Section 10.03 Section 10.03 Termination. (a) Termination for Cause. If an Event of Default by Licensee has been established under this License and remains uncured after a thirty (30) day cure period, the City may, upon not less than thirty (30) days’ prior written notice to Licensee, terminate this License for cause. Upon such termination, all of Licensee’s rights in the Garage and the Parking Spaces shall immediately cease. The City may re-enter and take possession of the Garage and the Parking 9 Spaces, apply the Deposit to any amounts then due or outstanding, and pursue any other remedies available under this License, at law, or in equity. (b) Effect of Termination. Termination under this Section shall not relieve Licensee from the payment of any sum then due to the City or from any claim for damages previously accrued or thereafter accruing as a result of Licensee’s acts or omissions prior to termination. Section 10.04 Fitness International Notice and Limited Cure Right. The City shall provide a copy of any written notice of default delivered to Licensee to Fitness International for informational purposes. Fitness International shall have the right, but not the obligation, to cure a default of Licensee that is reasonably capable of being cured by Fitness International within an additional period not to exceed fifteen (15) days following the expiration of Licensee’s applicable cure period and Fitness International’s receipt of written notice from the City of the applicable default. If such default is not reasonably capable of being cured within such fifteen (15) day period, Fitness International may be afforded a reasonable additional period of time, not to exceed an additional thirty (30) days, provided that Fitness International has commenced cure within the initial fifteen (15) day period and is diligently pursuing such cure to completion. In no event shall the total cure period afforded to Fitness International exceed forty-five (45) days, nor shall any cure right delay or limit the City’s ability to exercise its rights and remedies under this Agreement beyond such period. This Section does not create any third-party beneficiary rights in favor of Fitness International and shall not be construed to grant Fitness International any rights beyond the limited cure right expressly set forth herein. ARTICLE 11. LICENSEE’S RIGHT OF TERMINATION Section 11.01 Licensee may terminate this License only upon a material uncured default by the City, after written notice and a thirty (30) day cure period. Termination may not be based on changes to garage operations, parking allocation, or City policy decisions. ARTICLE 12. SURRENDER OF LICENSE AND HOLDING OVER Section 12.01 Surrender Upon Termination. At the expiration or termination of this License, Licensee shall surrender the Spaces in not less than the same condition and repair as existed on the Commencement Date of this License, reasonable wear and tear, casualty and condemnation excepted. 10 Section 12.02 Holding Over. Any holding over after the expiration of the Term of this License, without the City’s written consent, shall be construed to be a month-to-month license only, terminable by either party upon thirty (30) days’ written notice. During any such holdover period, the monthly Base Use Fee shall automatically increase to two hundred percent (200%) of the then-applicable Base Use Fee, and all other terms and conditions of this License shall remain in full force and effect, so far as applicable. Any holdover use shall be deemed unauthorized and shall not be construed to create a tenancy, month-to-month or otherwise, or any continuing license or possessory interest in the Garage. Acceptance of any payment by the City during a holdover period shall not be deemed a waiver of the City’s right to recover possession or to enforce any other provision of this License. ARTICLE 13. ATTORNEY FEES Section 13.01 Attorney Fees. If either City or Licensee shall, without fault, be made a party to any litigation by or against the other party, or if successful litigation shall be brought by either City or Licensee against the other because of the breach of any other covenant in this License to be kept or performed by such party, and a breach shall be established, the prevailing party shall pay to the other party all expenses the party incurred in connection with such litigation, including attorney fees and court costs. ARTICLE 14. NOTICES Section 14.01 All notices, demands, requests or other communication shall be in writing and same shall be given by hand delivery, transmitting same by Federal Express or similar delivery method, or by registered or certified mail, postage prepaid, return receipt requested, addressed to the party at the address set forth below, or at such other address or addresses and to such other person or firm as City or Owner may from time to time designate in writing. AS TO CITY: Ana M. Garcia City Manager City of Dania Beach 100 W. Dania Beach Blvd. Dania Beach, FL 33004 with a copy to: Eve A. Bousis, City Attorney City of Dania Beach 100 W. Dania Beach Blvd. Dania Beach, FL 33004 11 AS TO LICENSEE: First Dania Beach II, LLC 2875 NE 191 Street, PH-4 Aventura, FL 33180 With a copy to: AS TO LICENSEE TENANT: Fitness International, LLC 3161 Michelson Drive, Suite 600 Irvine, CA 92612-4406 Attention: Lease Administrator Section 14.02 Time of Service. Any written notice under this License shall be deemed to have been served as of the date it is received or the date of refusal of receipt. ARTICLE 15. RELATIONSHIP OF PARTIES Section 15.01 No Partnership Intended. It is expressly understood and agreed that, under this License, the relationship between the City and the Licensee is that of licensor and licensee only, and nothing contained herein shall be construed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Licensee is and shall remain an independent entity solely responsible for its own acts and omissions, and for the acts and omissions of its officers, employees, contractors, agents, and invitees. The City shall have no obligation with respect to the conduct or operations of the Licensee, nor shall the City be liable for any debts, liabilities, or obligations incurred by the Licensee in connection with its use of the Garage or the Parking Spaces. Neither party shall have the authority to bind or obligate the other in any manner whatsoever, except as expressly provided in this License. Any representation or commitment made by the Licensee that purports to bind the City shall be void and of no effect. ARTICLE 16. FORCE MAJEURE Section 16.01 Performance Excused. If either party to this License shall be delayed or hindered in or prevented from the performance of any non-monetary obligation required under this License by reason of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or other reason of a like nature not the fault of the party delayed in performing the work or doing acts required under the terms of this License, then performance of such act shall be excused for the period of the delay and the period equivalent to the period of such delay. 12 ARTICLE 17. BROKERS Section 17.01 City and Licensee each warrant and represent to the other that they have not contacted, engaged, or dealt with any real estate agent or broker with reference to the Garage and the Parking Spaces, or this License, and each party agrees to indemnify and hold harmless the other from and against any and all claims or demands for real estate commissions, charges, and fees claiming by or through each such party, including attorney fees, costs, and expenses. ARTICLE 18. GENERAL Section 18.01 Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO (a) THIS LICENSE, INCLUDING ANY EXHIBITS OR DOCUMENTS ATTACHED TO THIS LICENSE; (b) ANY OTHER DOCUMENT OR INSTRUMENT NOW OR HEREAFTER EXECUTED AND DELIVERED IN CONNECTION WITH THIS LICENSE; OR (c) THE TRANSACTIONS CONTEMPLATED BY THIS LICENSE. THIS WAIVER SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS LICENSE. Section 18.02 Miscellaneous Matters. (a) Severability. If any term, covenant or condition of this License or the application of it to any person or circumstance shall to any extent be invalid or unenforceable, then the remaining terms, covenants and conditions of this License shall not be affected and each such term, covenant, or condition of this License shall be valid and enforced to the fullest extent permitted by law. (b) Integration. This License contains the entire agreement between the parties, and any agreement hereafter made shall be ineffective to change this License unless such agreement is in writing and signed by the parties. All prior agreements, oral and written, shall be merged into this License. (c) Governing Law. This License shall be governed by and construed according to the laws of the State of Florida. (d) Captions. The captions of the several article or sections titles contained in this License are for convenience only and do not define, limit, describe or construe the contents of this License. (e) Successors and Assigns. The covenants and conditions contained in this License shall bind and inure to the benefit of the respective permitted heirs, successors, executors, administrators and assigns of the parties. (f) Time of Essence. Time is of the essence under any and all provisions of this License. 13 (g) Waiver. One or more waivers of any covenant or condition by City shall not be construed as a waiver of a subsequent breach of the same covenant or condition, and the consent or approval by City to or of any act by Licensee requiring City’s consent or approval shall not be deemed to render unnecessary City’s consent or approval to or of any subsequent similar act by Licensee. No breach of a covenant or condition of this License shall be deemed to have been waived by City, unless such waiver is in writing signed by City. (h) Damage, Destruction or Taking of Parking Garage. If there is a casualty (“Casualty”) which causes damage to portions of the Garage where the Parking Spaces are located, but leaves other portions of the Garage in usable condition, City will have the right but not the obligation to relocate the Parking Spaces to a usable location in the Garage, and this License will remain in full force and effect. If there is a taking by condemnation (“Taking”) of a portion of the Garage where the Parking Spaces are located, but the Taking leaves other portions of the Garage in usable condition, City will, at its sole option, have the right but not the obligation to relocate the Parking Spaces to a usable location in the Garage, and this License will remain in full force and effect. (i) Major Casualty or Taking. The City will have the unilateral right to terminate this License if the Garage is not usable for parking as a result of (i) a major Casualty to the Garage; (ii) a taking by condemnation of a material portion of the Garage; or (iii) a substantial deterioration of the structural integrity of the Garage over time. (j) Compliance with Laws and Ethical Standards. Licensee represents that neither it nor its principals are listed on any federal, state, or City debarment, suspended, or restricted entities list. If the Licensee or its principals are placed on such a list during the Term, the City may, at its option, terminate this License for cause. (k) City’s Right to Relocate or Reconfigure Spaces. The City reserves the right, upon reasonable notice to Licensee, to relocate the Designated Spaces within the Garage as may be necessary for maintenance, repair, or operational needs, provided that the total number of Designated Spaces available to Licensee is not reduced [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGES TO FOLLOW] 11956829.v12 IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. ATTEST: _____________________________ ELORA REIRA, CMC CITY CLERK APPROVED FOR FORM AND CORRECTNESS: _____________________________ EVE A. BOUTSIS CITY ATTORNEY CITY Florida municipal corporation _____________________________ JOYCE L. DAVIS MAYOR _____________________________ ANA M. GARCIA CITY MANAGER 11956829.v12 OWNER: WITNESSES: First Dania Beach, LLC a Florida limited liability company SIGNATURE SIGNATURE _________________________ PRINT Name PRINT Name _________________________ SIGNATURE Title _________________________ Date: PRINT Name STATE OF FLORIDA) COUNTY OF _____________) The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, on ___ , 2026 by ______________, of First Dania Beach, LLC a Florida limited liability company. He or she is personally known to me or has produced as identification. My Commission Expires: Notary Public, State of Florida Print Name 11956829.v12 EXHIBIT A LEGAL DESCRIPTION OF GARAGE Lots 1 through 9, inclusive, Block 21, Town of Modelo (now Dania) according to the Plat thereof as recorded in Plat Book B, Page 49 of the Public Records of Dade County, Florida said now lands situated in Broward County, Florida. 11956829.v12 EXHIBIT B LEGAL DESCRIPTION OF DEVELOPMENT PARCEL LOT 17, 18, AND 19, BLOCK 21, TOWN OF MODELLEO, KNOW KNOWNS AS THE TOWN OF DANIA, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 49 OF THE PUBLIC RECORS OF MIAMI-DADE COUNTY, FLORIDA, SAID LANDS SITUATED LYING AND EBING IN BROWARD COUNTY, FLORIDA.