Parks, Recreation and Open Spaces

275 NW 2nd Street

Miami, Florida 33128
T 305-755-7800

miamidade.gov Every Great Community has

a Great Park System.

November 17, 2023 NOTICE OF NON-COMPLIANCE

via electronic and certified mail
Mr. Eduardo Albor
President
The Dolphin Company 2013 Governor’ Sustained
MS Leisure Company, Inc. Excellence Award

The Miami Seaquarium

4400 Rickenbacker Causeway
Key Biscayne, FL 33149

RE: Notice of Non-Compliance: Late Payments

Dear Mr. Albor:

As you are aware, the terms of the assigned and assumed “Amended and Restated RECIPIENT
Lease Between Miami-Dade County and Marine Exhibition Corporation, d/b/a The
Miami Seaquarium” dated July 25, 2000, as amended by a First Amendment dated
November 16, 2001, a Second Amendment dated August 7, 2003, a Third Amendment
dated September 9, 2022, and by three (3) Lease Extension Agreements dated July 7,
2006, October 6, 2006, and March 9, 2020, respectively (collectively, the “Amended and
Restated Lease Agreement”), set forth the obligations between the Seaquarium and the
County, including the methodology utilized for the calculation of payments owed by the
Seaquarium to the County pursuant to said terms.

According to our records, as of this writing, the Seaquarium is in arrears to the County
in the minimum amount of $89,166.66, representing the past due October 2023 base
rent payment. Please also note that the County is still awaiting the Seaquarium’s true-
up reconciliation for the October 2023 Gross Revenue amount and the corresponding
provision of Percentage Rent as calculated against that amount, as applicable.

Our calculations are based on the obligations set forth in the Amended and Restated
Lease Agreement, as follows:

• Section 6, Rent, subsection A, Annual Rent, subsubsection (1) Guaranteed Rent,

“[t]he Guaranteed Rent shall be One Million Dollars ($1,000,000).”

• Section 6, Rent, subsection A, Annual Rent, subsubsection (4), Monthly

Calculation of Guaranteed Rent and Percentage Rent, which states in relevant
part that “[m]onthly payment of Annual Rent shall be…made no later than the
fifteenth day of the calendar month following the applicable Fiscal Month” and
that “Guaranteed Rent Shall be paid in twelve (12) equal monthly installments of
the Guaranteed Rent amount for each Lease Year.”
 Notice of Non-Compliance
The Miami Seaquarium
November 17, 2023
Page 2 of 3

• Calculation of the twelve (12) equal monthly installments of the Guaranteed Rent
yields a monthly installment amount of $83,333.3333 ($1,000,000 / 12).

• Percentage Rent is as set forth in Section 6, Rent, subsection A, subsubsections

(2), Percentage Rent, and (4), Monthly Calculation of Guaranteed Rent and
Percentage Rent.

• Gross Revenue is as set forth in Section 6, Rent, subsection A, subsubsection

(6), Definition of Gross Revenues.

We are therefore issuing this Notice of Non-Compliance (the “Notice”) to formally

advise the Seaquarium of this financial deficiency and to secure remediation of same,
as well as to remind the Seaquarium of its contractual obligations in accordance with
the terms and conditions of the Amended and Restated Lease Agreement.

Pursuant to Section 16, Default, subsection A, General Provisions, of the Amended and
Restated Lease Agreement, please remit the amounts due within forty-five (45) days of
this Notice to avoid penalty charges of one and one-half percent (1 ½%) per month on
the outstanding amount. In the event of non-payment, the County retains the option to
exercise all available remedies pursuant to the terms and conditions of the Amended
and Restated Lease Agreement.

Accordingly, if the past due amounts referenced above are not received within forty-five
(45) days of this Notice, the County will immediately exercise the payment penalty
charge provision set forth in Section 16.A and add these penalty charges to the
Seaquarium’s past due amounts.

Thank you in advance for your immediate attention to this matter. Please do not
hesitate to contact me at (305) 755-5459 or via email at perry.perez@miamidade.gov
with any questions you may have.

Sincerely,
Digitally signed by Perry I. Perez
Perry I. Perez Date: 2023.11.17 14:25:49
-05'00'
Perry I. Perez
Chief, Contracts & Procurement Division

c: Maria I. Nardi, Director

David Cardenas, Deputy Director
Christina Salinas-Cotter, Assistant Director
Angus M. Laney, Chief, Budget
Sarah M. Vickery, Contracts Manager
Melanie Spencer, County Attorney’s Office