HomeMy WebLinkAboutConsent Agreement with 1 Washington Avenue Corp and Northern Bank & Trust CompanyCONSENT AGREEMENT
THIS AGREEMENT entered into this 1U day of M n c, k , 2017, by
THE CITY OF MIAMI BEACH ("Landlord" or the "City"), 1 WASHINGTON
AVENUE CORP. ("Tenant"), and NORTHERN BANK & TRUST COMPANY, in its
capacity as collateral agent (in such capacity, and together with its successors and
assigns, "Agent") for the Secured Parties under and as defined in the Loan Agreement (as
hereinafter defined).
RECITALS
A. Landlord is the owner of the real property located at South Pointe Park,
Miami Beach, Florida, as more particularly described in Exhibit A-1 to the Lease (as
defined herein), a copy of which is attached as part of composite Exhibit A hereto (the
"Leased Premises"). By lease agreement dated February 8, 1985, together with any and
all assignments, modifications, amendments, and extensions thereto (collectively, the
"Lease"), a copy of which is attached as composite Exhibit A hereto, Landlord, as
landlord, leased unto Tenant, as tenant, the Leased Premises;
B. Tenant and certain of its affiliates (collectively, "Debtor") have entered
into or are about to enter into financing arrangements with Agent, certain lenders and
other secured parties (Agent, and such lenders and other secured parties, collectively,
"Secured Parties") pursuant to that certain Loan Agreement by and among Agent, the
lenders parties thereto ( "Lenders") and Debtor, dated August 9, 2016 the "Loan
Agreement");
C. Pursuant to the Loan Agreement, Tenant has agreed or may agree to grant
Agent a security interest in all of Debtor's personal property, including, without
limitation, the Tenant's Assets, as defined below (collectively, the "Security Interest");
D. In addition, pursuant to the Loan Agreement, Tenant has agreed or may
agree to grant Agent a collateral assignment of Tenant's interest in the Lease to Agent;
and
E. In order for Agent and Secured Parties to consider making loans or
providing other financial accommodations to Debtor, Landlord agrees as follows:
AGREEMENT
1. LANDLORD:
(a) consents to the granting of the Security Interest and other security interests
to Agent and subordinates any interest in the personal property of Tenant to Agent's
security interests in personal property of Tenant as follows: All assets and property,
including without limitation all goods, inventory, tangible property, machinery,
equipment, furniture, fixtures, parts, leasehold improvements, and all permits, licenses,
authorizations and approvals (including the liquor licenses), and all rights and interests in
any of them, of any kind or nature in which Landlord has an interest now or in the future,
and which are now existing or hereafter created or acquired, together with all
replacements, additions, accessions thereto and proceeds in any form thereof (collectively
defined as "Tenant's Assets"), and Landlord hereby subordinates any interest which it
may have in Tenant's Assets to the interest of Agent pursuant to the Loan Agreement;
provided, however, that the liquor licenses shall not be sold or transferred independently,
and may only be sold or transferred in connection with an approved assignment of the
Lease;
(b) agrees that notwithstanding that Tenant has or may agree to grant Agent
with a collateral assignment of Tenant's interest in the Lease, as security for the
obligations owed to the Secured Parties, any such collateral assignment shall be subject to
the provisions of the Lease, including, without limitation, the City's termination rights as
set forth in Section 24 (Bankruptcy or Insolvency), and the assignment provisions set
forth in Section 25 (Sublease and Assignment), requiring approval of the City
Commission in connection with any sublease of the Premises or assignment of the Lease;
(c) agrees to provide Agent copies of all notices of defaults for any default by
Tenant under the Lease. The Agent shall have the same cure rights afforded to the
Tenant with respect to such default notice, but Agent shall be under no obligation to cure
any default by the Tenant under the Lease;
(d) acknowledges that to the best actual knowledge of the City (but without
further or independent inquiry), there exist no defaults or events which, with the passage
of time or the giving or notice or both, would constitute a default under the Lease as of
the date hereof. Notwithstanding the foregoing, the City does not waive any default not
currently known to the City, or one which arises after the date hereof, or the right to
enforce any term, covenant or provision of the Lease with respect to any such unknown
or future default;
(e) agrees to allow Agent, its employees and agents to enter upon and use the
Leased Premises, at any time in connection with any examination or storage, and upon
notice to Landlord (with an opportunity to be present), in connection with the removal or
realization of its interests in Tenant's Assets. Agent shall be responsible for repairing
damage to the Leased Premises actually caused by the removal of Tenant's Assets, but
shall not be responsible for any other damages, loss or for any diminution in value of the
Leased Premises as a result of removal of Tenant's Assets; and
(f) agrees that so long as the Lease has not been assigned to Agent (or its
assignee) pursuant to the provisions of the Lease, Agent shall not be liable for the rent or
any other obligation of Tenant.
2. AGENT:
(a) agrees that the consents granted by the City herein to the financing for
Tenant shall not obligate the City or create any liability upon the City to Agent, its
successors and/or assigns, or to any other person or entity in connection with the Loan
Agreement or Security Interest. Additionally, Agent agrees that in granting such
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consents, the City has not consented to any lien or encumbrance upon City's interest in
the Leased Premises or City's interest in the Lease;
(b) subject to Section l(e) above, shall and does hereby indemnify, defend
and hold harmless the Landlord against and from any and all claims, demands, losses,
liabilities, obligations, suits, damages, penalties, costs, charges and expenses, including,
without limitation, reasonable attorneys' fees and other costs and professional fees that
may be imposed upon, incurred by, or asserted against the Landlord, which arise from the
Agent's entry upon the Leased Premises or its efforts to protect, control, take control of or
dispose of its Security Interest; and
(c) agrees to provide Landlord with copies of all notices of default for any
default by Tenant affecting the Leased Premises. Landlord shall have the same cure
rights afforded to the Tenant with respect to such default notices, but Landlord shall be
under no obligation to cure any default by the Tenant under the Loan Agreement.
3. TENANT: certifies that Tenant is not as of the date hereof in default
under any provisions of the Lease.
4. NOTICES:
(a) All notices, requests and demands hereunder shall be deemed adequately
given if in writing and the same shall be delivered either by hand, or by mail or Federal
Express or similar expedited commercial carrier, addressed to the recipient, postage
prepaid and registered or certified with return receipt requested (if by mail), or with all
freight charges prepaid (if by Federal Express or similar carrier).
(b) All notices, requests and demands hereunder shall be deemed to have been
given for all purposes of this Agreement upon the date of receipt or refusal, except that
whenever under this letter agreement a notice, request or demand is either received on a
day which is not a business day or is required to be delivered on or before a specific day
which is not a business day, the day of receipt or required delivery shall automatically be
extended to the next business day. Business day as used herein means a date when the
USPS is open for the delivery of mail.
(c) All notices, requests and demands upon the parties are to be given to the
following addresses (or to such other address as any party may designate by notice in
accordance with this paragraph 4):
If to Tenant:
The Smith & Wollensky Restaurant Group, Inc.
260 Franklin Street, Suite 260
Boston, MA 02110
Attn: Cathy Tsoukalas
with a copy to:
Pepper Hamilton LLP
899 Cassatt Road
Berwyn, PA 19312-1183
Attn: Bruce Fenton
If to Agent:
Northern Bank & Trust Company
275 Mishawum Road
Woburn, MA 01801
Attention: Raymond Clark
If to Landlord:
City of Miami Beach
1700 Convention Center Dr.
Miami Beach, FL 33139
Attention: City Manager
with a copy to:
City of Miami Beach
1700 Convention Center Dr.
Miami Beach, FL 33139
Attention: City Attorney
5. MISCELLANEOUS:
(a) This Agreement shall be binding upon and inure the benefit of the parties
and their respective successors and assigns. Without limiting the foregoing, this Consent
shall not be deemed to waive Landlord's right to consent to any amendment or
modification to the Loan Agreement, which may require approval by Landlord pursuant
to the terms of the Lease.
(b) This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida (without giving effect to principles of conflicts of law).
The exclusive venue for any litigation arising out of this Agreement shall be Miami -Dade
County, Florida, if in state court, and U.S. District Court, Southern District of Florida, if
in federal court.
(c) This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and when a counterpart has been executed by
Cl
each of the parties hereto, all of the counterparts, when taken together, shall constitute
one and the same agreement.
IN WITNESS WHEREOF, this Agreement has been executed on the 10 day of
M c'C "r , 2017.
LANDLORD:
ATTEST: THE CI Y OF M AMI BEACH
N me: afael E. Grana°uhf "e: Jim L. Morales
Title: City Clerk`.',;ti r �,.. :I'it : City anager
'OR4'
ATTEST: TEI�j�'T:
INGTON AVENUE CORP.
By: - - By: C'a'`
Name`dwe clA e, 6 Name: C` 4�Iry ,.; w►_ Q Mc.> to Y. e,
Title: C'c o- —t— I'�t Title: C Gu
ATTEST:
By: ,,'isyt
Name �t C�G�d2�
Title: f=R.C! Cu-6�e-
AGENT:
TRUST COMPANY
Clark
Title: Executive Vice President
APPROVED AS TO
FORM & LANGUAGE
& FO EX UTIONr 3
5 C�.� ��!� �w
CityAttorney ��Date
Exhibit A
Lease
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ADDENDUM TO LEASE
THIS ADDENDUM is made as -of the I stday of June, 1997;.by and between the City of
M-iami Beacli, a Munic' IP a! Corporation ofthe State of Florida ("Lessor") and I Washington Avenue
Corp. ("Lessee").
EHE�REAS.,
-A. Lessorand Lessee ate the present parties to that certain Lease:.(tlie 'Lease'i) dated
February 8, 1.985 with respect to certain real. property located. in Dade County, Florida, as more
partioularly -described in Exhibit "A-1" to the Lease (the "Premises"),
B. The parties desire to amend the Lease in certain respects as more particularly get forth
below.
'NOW THEREFORE, 'in consideration of the execution and delivery ofthe Lease and other
good and valuable consideration, the receipt -and sufficiency of which are hereby acknowledged, the
parties hereby further agree as follows:
1. This. Addendum shall be deemed a part of, but shall take precedence over and
supersede any provisions to the -contrary contained in the Leas'e.
2, All initial capitalized terms used in this Addendum shall have the same mean as
set forth in the Lease unless otherwiseprovided.
3. Lessor andIe8see oekftowledgeand agree that the Commencement Date of the Lease
wasI M-N&W - U.P. Inthis ,regard thet, for Lessee
for Lessee it,
e�ze�alvptr� shall be °b.rb°et�il=
4., Lessor and Lessee acknowledge and agree- that Lessee shall be making certain
improvements to the Prernises. In this regard, Lessee shall not be obligated topay any ininimum
monthly rot and/or Parking Fees (as hereinafter defined) until the earlier to occur of. -(i) DeQernber
1,199 r or -(ii)the date upon which Lessee opens for business- tothe public, whichever is -earlier (the
"Rent Coramencement Date"),
51'A
-.1 addition to the use.- got forth in paragraph. 4 of the Lease, Lessee shall be entitled
. iti
to also use the Premises for: -(i) the retail sale of goods and merchandise to patrons -on the Prernise.8
( lOnsheRetail Sales"); and@ the -mail order marketing, distribution and sale -of such goods and
.merchandise for off Site retail sales (",Offsite Retail Sales"),,
6. Oross Receipts, as defined in paragraph 12 of the Lease, -shall include all recei is
Brom Onsite Retail Sales. Subparagraphs 12(1) and 12(2) are hereby deleted in their entirety, The
following additional exclusion from 40xoss Receipts shall be added as a new paragraph 12(S)!
Pi(5) Receipts from Offs Retail Sales,"
7. - Percentage Rent to be paid by Lessee, as defined in paragraph 10(2) of the. Lease., is
amended as.follows:
21/2% to $2 500j000:00
3% to U)SO0,000,00 - $4,;W0,600.06'$3.000-000-00
31/2% over' $4,-800;00040 M000,1000-00
8. During the Termor any *renewal of the: Lease, Lessor agrees to wake
Lessee located irnmediatelyadjacentto the Premises. In consideration
-of the foregoing, upon commencement of the -R-6At---Conu-nenicement--Date, Lessee shall pay to Lessor
(together with -each payment of minimum. monthly rent) a parking fee equal to $6,250,00 per month
(i e. $75;000.00 annually) (the "Parking Fee,"), Notwithstanding anything to the contrary contained
in the Lease,*U�P rkallwig Fie paid by Lessee Midi r6fdtftthge
obligations.
9. Within three (3) business days following the occurrence of the Rent Commencement
Date, Lessee shall pay to Lessor, annually,, the sum of Nine Thousand Six Hundred and oto/100
($9,600,00) Dollars as payment of all current applicable parking impactfees,,:as require required by City of
Miami'Beach Ordinance No. 894665, Section 7-7, as same maybe amended from time to time,
Said $9$0,,00 parking -impact fee shall :represent payment for use, a8 made available to Lessee, of
ati additional '32 parking; spaces throughout the Term of :the Lease or any, renewal of'the Lease,
making the total number of parking spaces available to Lessee equal to 07. Notwithstanding
anything to the contrary 0ohtaffied tri the Lease, of.aIl patkjtig, imp p
g�
_0 , _qs paid by Lessee, as
.
same may be amended .froth time to time,p4h#jIAb&,%,t4
Ag , Lessee's
obligations.
. I
10, During the term of the first ten (10) year renewal period, Lessee shall pay to Lessor
the additional sum of Twenty Five Thousand and No/100 ($25,000.00) Dot! - arsat the end, of each
applicable. lease year (the "Renewal Bonus Fee"). During the second ten (,10) year renewal, the
Renewal Bonus Fee, shall be increased to Sixty Five, Thousand and No/l00 ($65y000,00) Dollars#,
IL Upon execution of this Addendutn, Lessee agrees. to contributethe -sum of Thirty Five
Thousand Two Hundred -and No/100 ($35,1,00,00) Dollars. to Lessor, to be used by Lessor for the
demolition and clearing of the bandshell in South Pointe Park and such other improvements -to South
Pointe Pak as Lessor deems appropriate. Lessor agrees -tocomplete the demolition and clearing of
the bandshell no later than the date on which Lessor opens for business to the public:
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follows.:
The fbIlowing language shall be added to the end of Paragraph 25 ofthe. Lease:
"........which approval shall not to be unreasonably Vfthheld."
Paragraph 27 of the Lease is hereby modified to replace the address of the Lessee as
I Washington Avenue Corp.
c/o The New York Restaurant Group, L.L.C.
1114 First Avenue
New York, New York 10021
Attn: Mark Levine, C.FO. -
14. Lessor acknowledges and agrees that the Lease is presently in ;good standing and free
:
from default.
15, Except as specifically modified hereby, all of theprovisions of the Lease which are
not. in conflict with the terms of this Addendum shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed Us Addendum as of the date
first above written.,
Signdd,.seal4ar d del!Vefed LESSOR:
in the.pra-sence'of:
The City of Miami Beach, a Municipal
ATTEST.,
Corporation of the e 8 8 f Florida
Z.
Robert Part�fiet, City Clerk By;
APPKQVtE)-A5 TO
FORM & LANGUAGE Title- Se,m ur Gelber). Mayor
& FOR EXECLMON
PJA*W
F.,NArrMAGOK1AG"M*ftgASMiWASHLSS,ADD
LESSEE:
e
I Washington Avenue Corp.
By: L
Title: ;CQ -T oF
3
WHEREAS, the Administration would further recommend that the Mayor and City Clerk
be authorized to execute the finalized Addendum to the Lease Agreement, subject to and contingent
upon satisfactory negotiations of the aforestated term by the City Manager or his designee.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission herein approve, in substantial form, the attached Addendum to the Lease Agreement
-between the City of Miami Beach and One Washington Avenue Corporation, for the premises
currently known as South Pointe Seafood House, subject to and contingent upon the final negotiation
between the City Manager or his designee and New York Restaurant Group, L.L.C., as successor
in interest to One Washington Avenue Corporation, of outstanding terms in the Addendum regarding
automobile parking, and further authorizing the Mayor and City Clerk to execute the finalized
Addendum to the Lease Agreement should same be successfully and satisfactorily negotiated by the
parties hereto.
PASSED and ADOPTED this 16th d
ATTEST:
CA", a P"'J��
CITY CLERK
RJA„� .
FMTfatNL K1&M0FfEMRE9
2
APPROVED AS M
FORM & UkNGUAGE
& FOR EXECUMN
CottoWney
e
RESOLUTION NO. 94-21108
A RESOLUTION OF THE MAYOR AND CITY -COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE AN
AMENDMENT TO THE LEASE AGREEMENT BETWEEN THE
CITY OF MIAMI BEACH AND ONE WASHINGTON AVENUE
CORPORATION, AS ASSIGNEE OF SPECIALTY RESTAURANTS
CORPORATION, FOR THE PREMISES COMMONLY
DESCRIBED AS CRAWDADDY'S RESTAURANT, AND NOW
KNOWN AS SOUTH POINTE SEAFOOD HOUSE (THE
PROPERTY), THE AMENDMENT REPLACING EXHIBIT "A-1",
DESCRIBING THE PROPERTY, WITH A SITE SURVEY
REFLECTING THE CORRECTED LEGAL DESCRIPTION AND
AMENDED BUILDING FOOTPRINT.
WHEREAS, pursuant to Resolution No. 85-18223, the City and Specialty Restaurants
Corporation entered into a Lease Agreement (the Agreement) dated November 7, 1985, for
the premises situated at South Pointe Park, One Washington Avenue, Miami Beach, Florida
and commonly described as Crawdaddy's Restaurant and now known as South Point
Seafood House; and
WHEREAS, on September 2, 1993, the Mayor and City Commission approved
Resolution No. 93-20899, approving an assignment of the Agreement from Specialty
Restaurants Corporation, as assignor, to One Washington Avenue Corporation, as assignee;
and
WHEREAS, One Washington Avenue Corporation now proposes to acquire through
a Purchase and Sale Agreement with Specialty Restaurants Corporation, the former
Crawdaddy's Restaurant building and interest in the leasehold; and
WHEREAS, pursuant to One Washington Avenue Corporation's application for a
leasehold title insurance policy, the City and One Washington Avenue Corporation were
made aware that Exhibit "A-1" of the Agreement, which provides a description of the
property, is incorrect, and does not accurately represent the building footprint of the
restaurant that was erected pursuant to the terms and conditions of the Agreement; and
WHEREAS, the parties now wish to amend the Agreement to replace Exhibit "A-1"
with the corrected legal description and amended building footprint, which would
accurately reflect the current premises; and
WHEREAS, the City and One Washington Avenue Corporation have accepted the
attached site survey, certified as to both parties, as representing the accurate legal
description and building footprint for the premises; and
WHEREAS, the attached site survey in no way expands or enlarges the facility that
was originally constructed pursuant to the terms of the Agreement.
NOW, -THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA that the Mayor and City Clerk be authorized
to execute a First Amendment to the Lease Agreement between the City of Miami Beach and
One Washington Avenue Corporation, as assignee of Specialty Restaurants Corporation, for
the premises commonly described as Crawdaddy's Restaurant, now known as South Pointe
Seafood House; the amendment replacing the legal description in Exhibit "A-1" with a site
survey representing the correct legal description and building footprint of the restaurant
building.
PASSED and ADOPTED this 6th day of April , 1994.
ATTEST:
CITY CLERK
RJAds k2\a.trawdaddlnew-desc. res
4/1/94
FORM APPROVED
LEGAL DEPT.
13Y c�
Date
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�X�LB
A'
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RESOLUTION NO. 93-20899
A MSOLUTION Or THE MOR AND CITY COMI-ISSrog. OF: TIM TTY
07 XIAXX BEACH, FLORIDA, AMPROVING THE A88.1-.GNMRNT OF Tai�
LMN BETWEEN SPECIALTY 99STAURMS. CORKRATXON AND IkAM
CITY OF MIZAT PhCH-_ 'DATED 8_,_ 10-8s, FO -,
R THE
MHXSES SITUATED W SOUTH POINTE PA", .ONE WASHMOTON
AVZ.WM, MIAMX BEACko ;FLORIDA, AM C6XkQNLY KNOO :AND
DESCRIBED' AS CRAWDAbDY IS :MSTAURANT' SAID AMSi(;NMENT BY
AM BETWEEN SPECIALTY RESTAUANTS CORPORATION, AS
XSSJ:GNO9, Td ONE. Vi8AINGTON AMSM. CORPORATION, AS
AsSIONE'E.
WHEREAS, 'Specialty- Restaurants Coat&rat - ion {hareinaft4r
re erred to as '
- YAssignor") is a Lessee under that ceetain ''Lease
Agreement .dated February 8, 19a.5, as 4-k.dhdaad, 'between Assignor, as
Lijss4e, and the City of �Xiami Beach, a Fibrida' corpbrt.tion, a0
Lessor, for the premises S.%tuated at -South Pointe Park,, One
`Washington Avenue, kaxi 'teiadh, Florida, and commonly - kno%*h and
described as Crawd . add . y'd RestauitAnt -(Leat-e Agreement attached -
hereto as Exhibit "All),, and
WHEREAS, Assignor has constructed certain buildings,
structures and improvements on the leasehold . --state and has•
installed in or on n the improvements vaertain furniture, fixtures,
and equipment; And
WHEREAS, Assignor entered"pinta an k4reemdnt of Purdhase and
Sale, dated Uuly 12, 1993 and attached hereto. As 'E)Iihibit '?B"/ vith
One Washington Avenue Coitaration (hetelrafter re -f -e -r -ted to as
IJAstignea - 11).., wherein, upon the terms, 'cqnd.tionsk rqp;psentations
and warranties set forth tharetinR ASSIgpor* agrees to sell, acid
..Assignee agrees 4:o purdhase., certain properties, 'rights and
interest in and to the trat�dai� yl;s Restaurant building, and
i - ncludin,4'-the equipment, furniture; and fix-ttiros therein; and
*Ht"AS, Assignor ha's :also to#ia'pted to sell •and,, Assigado
has agreed .to pwArchase, all of Assignor's right, title and interest
in and to the Crawdaddy's ROstali;eant leasehold dState'�Y .&Ss14n!nq
any rights that Assignor mayhdv.e in and under its.Lease Agreement
with --16 City Miami E h ru
the �ew� dated '.Veb aY .8, 19851 and
MREAS, Assiqi•Tor and. AssIgnee have submitted -4 Consent of
AssiqMii6tit, aha Release of Assignor,. attached heieto as Exh.ibt !hC11I
-for tho -City's consid,6-ration; and
WiRRAO� in order to 'be vz%*!�id. And binding, pursilant. to.
P-AragraPh '2-5 Of. February 9, '1§85 iease Agreement, Any
assignzont. :of said Lease mist firl,t be -approved by the city
'
-Commission, of -the City of Mi -aid S.ea6h, 1piorbda,, An . d
"MRRAS, Adgignes ii§ a• rlbrj,da 'Corporatibn 'Pjh6sp :principal is
Mr. Arthur Forgat-teir and
*39PLAS, Xr._ also pri4qipk*l- -ot the lr.lorida
corporation knoun as -South Points Hoqpitaiity, inc.4 and
MMP=S, south vointe Roapttality, Inc.. Is also the current
operator and lioangee of Crawdaddy:!s Restaurant., under that certain
Sublpasd Agraentbnt dated Ho'vbpbe- .12, 199O., as az nded,, and as
appioved by the. Niyor and City Commission by he6olutl
-on i4o.' 91-
20.2.21 (ResolutJoh No. 91-.20223 attached lfi3ri_-to as Exhlbft 1(61k)
NOW,+ THRREVORH+� 'BE IT OftY. hadovvw* +$Y, tkzY-740R. mm CTTY
COMISSIOU'diO THE dITY'b# krX1qI biAdir, V'ibi i
1. That the Mqyor And -City Clark are herein authotized. to
execute a consent to the -assignment *of the Leasp,
Agrdemerlt- dated February 8, 198,5,. t6r'tthe Crawdaddy'a
Restaurant premises, said Assignment by And betwen-
Specialty Restaurah-ts dorporatiob, .ts -Assignor, and One
Washington Zmeniia Cot.p9tation, as -Aisigned.
tVidenadd by Exhibit 4,C11 hereto, Ona Washington 'Avenue
)dorpc=rati+oh shall her6aftet Assume . the :payment :otvent
and performance of all. duties and obligations of the
Latmae 8s set tooth 3"Th the February By. 1985 Least
Aqremmi�At, and As. it be amended by'the city of HiAmi
Beach.
3. The Assignor,' Specialty Restaurants -corporation, is
hereby fully; released ,4bk6ha-rgpd gXoiq any duties and
oj,114aitions urid6r- die Fe6ruaiy 8, 108 Lease Agreement, ement
ets• of the, date of execution `o:t this Resolution by the
I
Mayor and amity clerk, and the Agsighoe 'is thareWo.n
aocep-fed in place d Assignor, as Lessee under the -ferias
of the Tease -Agreement dated February 8., 1985,.
4. That 'the above is gonditi,'ondd 1zpoii approval 6t 'thb.
subject assighzY4ntY upon,.proper n6tice and hearing, by
the United states Bankruptcy court, Central District of
GaX fornia, 4nd the Sremova-I .o£' any ;and,.all- liens.
PASSED and .ADOPTED this 22nd day ; r dapember.
ATTEST.,
rD
CIS
Jm:C7�,M���O�e`Cf OilciQddjSjea
�. .,... ..,., ..,,. ............
f0RM APPROVED_
LE4-AL
Oata � �?
1
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CITY OF MJAM( BEACH
CITY HALL 170040ONVENTION CEOERVIIVE MIAMI BEACH O0R10A3af3:R
OfAr8CPT89 CITY MANACEA TELRPRONE-130)'473-1410
;FAX: f30S� 673.77E2
COMY MIStION'M5MORANDUM :NO, 489-93
Tb! Mayor 5ay_twurQe1ber. and DAM: 'SepteMber 8, 1993
FROM., Roger M• Cei
RzS6LtTTOx OF Tg,,g kAyOR'=' CITY C . OXHISSZO9 O.r
.SUBjFCT, OF -.XjAMj,SUCR., 0 T1M..A$pxq
LORIDA, PR , on= OF. HE
MASTER ZEAgR SXTPI8Iil ' �PgC=7.y RZSTAV�,MUS CORPORATION'
A=. *Zkz Cxwy or 3k,11A M. I. BEACH, DATED iStRUOV 0 I
1 -OS 1 7P1
TUB: ")?RM418.3S SITUATED AT Som, pop= PARR, ' bim
WASHINGT-024 AVIMMR,VMx V91m, YtOR=Al AM, 609HOMY
KNOWN M- D3S#1BJZD AS CRAWDj6�i::`b "OTAUVAXT-4. .81KID
ASdxMoMjq, By Am 'SET.W3jj4' SPECIALTY 'MTAURAN TS
'CORPORATION, AS AS;SXGUOR, VO ONE
,CORPORATION, AS ASUIGNEM.
ADMINIS'T'RATION nCOMHXXDkTi6W
The Administration tecotmend . s 'that the Mayor and. City Coimission
dpiproT . e I the attached Resoluti6n appro.vj ng "thp Assighwent or the
Lease betw4en Specialty Restiiurants Corpotation, and t -lie City of
Miami Beach., to bne Washington Avenue Cprporstlqr"
On July 14, 1993, the Admi.riistrati6n met With -Mr. Arthur Forgette.,
, as' pri4cipal .of One Wash'ington, Ayqn4o c6rpora"6n, 04S
Rashidg'toift Aveifiadl a Agreement -of -Purdhase: zini Sg Lei Vith . Specialty
Restatieant Corporation; Said A§reemenL to purch4se 'the e4uipm6atp
futpiehinq's,, fixtur.eA - dnd '..c.the.jz. Improygo . eq�,s. velat.in�r. to
Cxfakvdaddy,t,skostauianto SpecificallY'.., the -City �iai.contracted
regarding egarding* Its
approval for an assignmept -of the Cra%4daddy1 s M''
asbag
.Lease,Aatad FArua-iy 6, i98S,.end currently ihpftedt 13;teen the
City
�n&'Spec
ialley
`
Pestauran-ta to.-�pojixtion, to One. Viskhing,Eqn
Avenue -Opt-ppratioh
'It should bee noted that Mr,. Forgette is also t4,e current. sub-law(ee
Wider a Sub -Lease Atrr'eement between $pecialty Restaurants
coxporation and South •P(airite, jadspitaii*t�yi. labi., a I c.prparat-Loit 1. 01
whlCh Mt., ;E`o;pgetti is also prin6ipaI, for thi "Cr."d d4yell.
FLO;fttaura;it preqiise�s.. This sub-LeaOd VAS approved by the Mayor -and
City .(tomMSston on November '12,: 5990i and i's curxent4 in till.
f6iZa 'a;no effect 'and in. good -Standing.
Continued. - -
AGENDA
DATE
COMMISSION MENOWDUM PAGE TWO . SEP T.. 8, lt93
In ess*nce., therefort, kr. Forgettel a company has•been maintaining
arid. operating tha..,Crawd*1dy' s,Rdki X xira4� under the- Zore'stated , Sub -
Lease With Specialty' RestaurantsC'040rati0n? slhc4 Uovember .12,
19-90. Under his proposed Zfitahas6 •and Sale Aqxe4iTta;n't betwden
gg,. Vorgettels' company and.Si3ecialty Restaukalit Corja'�rai�ion, he is
,9
esent-.i.*al,1 y. seeking to "bud out" Specialty- forChe . entire
CraSadadclyts operation -including t -he Assignment -of the Craviaadctyls
Master Lease,
In an iiEfOrt to enhance th-iSouth Poibite Park property, and; �as a
result improve the overall
I bgrvi4.6 level df, the' restaiitaiitj
Mr. p6rqeetm--ha& eipressei[_agn.t3ts to * codyei�atl-�-diy eval'uate
and pb�osjbly Modify 'his d'ompagy 6 involvament* in the parking,
mainteinance and *sectivitY cpera;t.idns. This evaluation will include
iti-creased assistance through the V.xwvigion ot., paia6nnel �tdi those
rnaixitainPd f t4nctions . as qell as gs'siimptlori: of expatiaed pirk Areas to be
-issu6z Will cbntinde- to be- -disclissed and
resolved :at a future 'date:;
By racoi=4ndinq the
he attached Resolution,. the .City Cordmissionvill3
in effect; approve the same ,corporAtior i,
q 1, as assignee thereto :, pursuant(i.e..
Mr. 1'arqette), who is already in place and ppixatihg' the-
crawdaddyl.e Re8taLttant premiies. approval of the
A" . ignmeint is required 6 - t the ,Feb3�uary 8,.
.'er. Lease, , 25
19aS Crawdaddyi a Madtstating that any assiqhment of, any
lease must be approved in writing by the Mayor and City C6mmiisstatl.
Attachments
rasnwraurswwnKSK max.,,, ., .,._.,»�w..,.+�»M.w..�.+.•.�mw.,
RESOLUTION N045-18000
A'.RESO.LUTION OF THE, CITY COMMISSION OF Vfl-E CITX. or
MIAMI BEACH-AUTi]4jR0ZIN.0 AND-.01RECTING THE. AxFp T- PH
QP A 'Re,V15TD I;EASS AGREE.9MENT, 6irftEN 411 ' CITY OF
MlAMi SEA'CH' AND 9P IALTY RESTAURA' •COWORATION
F'OR fi.HE VEVBLQPMENT; CON5TRUCTI.ON: AWD OPBi#ATibN OF
A SOUTH POINTE PARI{ REVAURANT FACILITY.
WHU E;AS, on August 6, 1984,.'the Qlty of Miami Beach 'Issued "Request' :for
P'ropdsals .Cor the development, con8truation, and operattoti_of a restaurant at.5oUth Polnte
P arR;::And'
WHEREAS, on September 24, 1'984;,tho Purchasing -Aphi renelvea a proposal
from Sp6d'Wiy Restaurant Corporatlon :for the development, construct'#on; andapera tion, -of
a 0Crawdsddy's Restaurant" in South Pointe Paris; and
Y
WHEREAS, on October 3, 1984, the City Commission reviewed and accepted the
proposal submitted, and authorized the City Mansger to negotiate a Lease. Agreement with
Speciajty Restaurant, Corporation; and
[[ WkEit'$AS,. on November 7., 1984, the City Administration bad cnrnpleted
1 nagotik ons and had•preaented to the City Commisdon, for Its `epprovai, the pritpos6d Lee3e
1) A•greement;.and
iini IiM,. on November 29, 1984, Specialty Icestaurant-.Corpor&tion're_quested
fuitheF changes.to, the l,easa.Agreement.'viith regard's to harking for Its patronsf,ind
3
i
EXIiS@.''T "A"
.. .. A�.o-www.s...sc-n+mavumw-.+u.�azRrsk+u�:f:+Y�F.•ertY36ttx1's�CC.3G
WHEREAS, •on January 18, 11985, the City Administration .has Completed
negotiations and has presented, to the City. Comm sslon for its approval, the proposed;Lease
Agreement; and
WHEREAS, the parties reeagnbe fhat this Lease,Agreefnent. shall he subject to
receiving written approval from the Federal Agenclea having jurisdiciton avec the •South
Pointe. Park devel'opmerit,
NOW TRE'Ri FORE, BE IT DULY RE$0LV.ED THAT THE CITY,CQMMISSION CF
T14E CITY OF MIAMI BEACH,, .FLORIDA hereby authorizes the ;Mayor to .ek'emite the
proposed revised Lease Agreement with .Sp'eciallty .RestaueanC :Corporation for the
development, construetiod, end operation.of' a restaurant faeillty in South Pointe Park.
PASSED and ADOPTED this 6thL day of February 1985.
Legal ilepartnient
Dated U�
( Mayor
SITE NAME-. SOUTH PCRNIT PARK RESTAURANT FACILITY
LEASE DAtas
LESSOR. CITY Op MIAMI BEACH
LtSSE"n SPEC ALTY RESTAURANT CORPORATION
OP NOt 134-84
1 1.
mF-X
1.
DESCRIPTli7N
2.
TERM
3.
CONDITIONS SMSEQUENT
(Zoning, Uqluar'.Llc'anse, .Budding Permits)
4.
USE
3..
tMPR6VSMF.Nt5 OF Lt!�&Ojt
6.
IMPROYEMANTS 0# LESSEE
7.
CONST'RUCTIbN BOND
A.
0WNflkSW-P!0F IMPROV9MENTS
9.
FLEDGE OF LEAStAOLD INTEREST
10.
RENT
11.
REN -1 DEPOSITS
I t.
GROSS -RECEIPTS
13.
P:EC0RbS, ACCdUNTS, STATEMENTS, AND AUDITS
14.
PROPERTY.TAXES
15.
LICENSES ANC.) PERMITS
Ib.
MANNER OF OFtRAT16t4
17.
CONVORWTY TO LAW
I.S.
MAINTEN.ANCEAND REPAIRS
1%
DESTRUCTION
20.
INDEMNIfiCATION.
41.
INSURANCE
-22.
UTILITtEs
21
DEPAMT
RP? NO. 134.34
.. . . . . ............
u4DE'X (Conilnutd)
24, BANKIRUPTCY�OR INSOLVENCY
23, SVBL'EA
26, INSPEE CT. !ON, OF. P PF- MISES
27., NOT'iCEt
23, -ATT61MZS 'FEJIS
29. viAMA
'30: TIM
E OF ESSENCE
3r, -mjR ms @1iVpING ON SUCCESSORS
32. MN$
33. FEDERAL APPROVAL
14.
33, fQRCF- 4,AXURE
RFP NO. 13444
. .........
Thrs ,lease Is exaCtited on . Febtnbry 8 . .. - - . 1 :19
between
on ' -THE CITY OF MI.&MI SEAQit'a MUnIdIpal -:.Corporation of the Mate of N051z,
whale Peffid,pal office Is located at 1700 conven0an Center PrIv."e, - Mjarnl
Flotida 1313. as LESSOR, ac dWtMLTY RESTNURANTSCORP O-RATIONI
IT IS AdOED XSFOLtOWS.
1. dq,�RIPTIOWOF-TM PREMI SESt.
Poi';nd.lin -doslderatl6fi of •ihe Mutual Or6mistt herein contilne'd, Vessor.b.creby'lis3es.
to Lessee, 'and -Lessee hereby lease$. from" W'40'i erty (WelAi r
Prerrilsei) des lbed In INE' p
it described Albltl V signed by tho- parties horef6.
referred. ' d. to as the Aft
and fn;dr0drttW bytef ereqqe.
2. TERM:
The term shelf be tWenty (20) yeaj; doffioloncing,iIx .months .after the We Lessor
noi4iosleisee In'. writing that'LtioiW
rls'wo* (as henafter.deflne-d),Is c6rnpt6t.ed, or
the date Lessee :commences '6usIness, whfciveyir ixi;uXt llrt4 This. Tease agre6inerit
have hatwo (2), io,TrYa�ar 'optlp6s for renewalproyfadd 6a, f the Lessee will request
esicki option'!rQm the Lessar'hy-wrltinj 64 P-ity Manager at- least one R):y6ar.ptior to
the'explra.fldn althe term preceding the terra of thex.c-quetted option:
1. CON-DItIONSSMSEQUENT:
L.tqudr. Licensee 1&gsee- shall promptly. apply 'for a Ifqtwr license from. the appropriate
sovernrneOtal authQriflet, L.tisee'shafl. use'0eeY eeas6na-bIe efft)et and due diligence
to obtain' -a" Ifqqlicense permsfilhg only the dispensing and :taN 61 acoh6llc
beyqagea on the prtmIses 16rconsumption on the: -prenism
It isUhderstddaand
agreed that"the Lessee shill '6btal'6 a 114u'br 1;*censo wlihin one hundred _
days frcirO the executlon W this contract.'' If lora belga fide "r=eason, pot thelauli of
the Lessee, the �Lessee does,not obt4ln a liquor Ilcense.foc the preffilies; then this lease
shall Immediately tetniinale and Lessee's ten't deposit shall be rduindid. **,The. Lessee"
"it be required
equired to 'use Its best eWrts'and S'611 'use duo . dIjIg 6e In.bbitairilfig a liquor
license, from the appropriate &over nmentel- authorl fies;4
Upon kerrhlratlon of ';hl; Tease for ,any ,cause whatsoever, the license's, IncludIn the
liquor %dense, shall becom# the property of thi city of Milarni'lleach', its successors or
Assigns and the Lessee shialijul coeMA a t
ply
tr gjhqj1c
Lessee ,'sha'll use Ahe Premises 160 Ad'i6lt - purpose of constructing, equipping,
fO'rilshlng� and,,operat ' Ing a d1nifig facility, cocktailJou6je,'and/or 'fX'an4uet -fAcIfItki as
h6retln' 'defined, and- for. purposes incidental ihereo; and.for .noether -pvroose
VfNattoever,'fhe lattee su4je6t to'tho written,approvil of the City Manager;.
-RVP NO. 1.34-2:4
3, IMPROVEMENTS -Of LESSORt
Lessor agrees to commence construction and Installation on the Premises of the
following lmorovemtnts and pursue said work with due dillgenct:
To the'Site
City to Provide the foiloy&g Installations up to the 3ltet
(1) Roads .with Iandscaping and street lighting
(2) Electrktty (no!'iransformer)
(3) Water 'supply
(4) Sanitary sewer
(5) Gas
(6) Telephone
6. IMPROVEMENTS OF LESSEEt
Within ninety (90) days after Lessor notlf tes Lessee in whiting of Lessor's, approval of
final working drawings and 3pectficatlons, Lessee shall commence construction and
installation on the Premises of the following Improvements and pursue said work with
due &Ulgence:
(t) The LESSEE. offers to enter into an agreement with the City of Miami Beach,
Florida for the exclusive development, construction and operation of a first-
class, 200 -seat (minimum), restaurant whose quality of food,, service,
atmosphere, personnel and equipment shall be comparable, to other .first-class
restaurants in Dade and Broward Counties for South pointe Park, per the
specifications of the bid proposal found In. RFP No. 134-8.4.
(2) Item I shall consist of a restaurant of not less than 16,400 to 18,000 square feet
with not less than ?00 -person dining capacity and cocktail lounges, serving not
less than 200 -seated guests.
(3) Within thirty (30) days after the tease agreement Is signed, the Lessee shall
submit to the Lessor schematic design plans. Thirty (30) days after approval by
the City Manager of the schematic plans, design development plans shall be
submitted. Final working .drawings, specifications and construction 'contract
documents shall be submitted ninety (90) days after the .City Manager's approval
of the .preliminary .plans. After approval by the City Manager of working
drawings, sixty (60) days will be alfowed for the recelving:of bids and thirty (30)
days to award same and commence Construction Upon
3tiaiC oermifted hlrriei (9ymontlis or the construction of the above-mentioned
faculties,
(4) The Lessee shall. be solely responsible, for complete utility service of the facility.
All improvements of Lessee shall be solely at. Lessee's cost and expense and. shall
be perforined in a good workmanlike manner .in .accordance with sound
construction practices. Lessee shalt keep the. Premises and :said improvements
free and clear of liens for labor and material and shalt hold Lessor harmless #com
any responsibility In respect thereto:
The total cost of Lessee's improvemerits bn the Premises shall.not be less than
one million seven hundred thousand dollars
( RFP N0, 134-94
........ ...
7. CONMUCTiON BONb-
Le3aee shall, prior to commencement, of construction
, ' on thelfr'imil brLessee,
14013h ttisor a surety bond fromA'cQmpahy d aufhoriz�d-io 6iut n P
lorida
naming Lessor and toiieeas'tfid principats. and owrors� coytrl S 100% fthe cost of
cons tftic t1nK Ahi -Ir6prcv&hefiti,. ln&u' ji.
dlng,.ab�t and.m.0 _1
s. 6VNERSE1113 dFIMPROVEMPENt.
All improvements, 1urn1shIrtgA, and equipment, constrq�te4 ot lAstalled 1PO the Prenilses
by the Lessee, Aall be personal property' and Lessee- {hail.16 1 jad Al . fle . theeati3
-duting"the'term-d Wslease, 'U'p-t:ihl3fAi� ittle 10'
bh:th6,6xpIra1Idn or Tef*.mI6atJon'-o P
all perrnahAt.Impr6Mme6ts constructed, on tha� PiOQsii ihOveit In Usi*6- Me to
i6gplles, -4ui@$Nq'gs, "an' 6`Yabfe'eq4lpmerit ;arf4 other~ personal
iiudh'liems,
property
licerkses, 0 the Premises wIthoui.darn ashall'remalp in Lessee, :and'Lessee shalt' *&lnglhe Ore'milses unless Lessee Is
joy
P'o' 'tit from excepti'n'g
h&6unider.
9. JPLEE E! OF LEAkNOLD INTEREST;
1.64ee 'may :from .'time to time pledge this liaseh6ld'ij6terejt.as security for any
bonh fide load or ;loam from reputiifili. leriders'or lendfhj InitituA03;but not beyond
theorigiria) lease teem. Leisethbld itii;erest,smll _r6t-4nclude public land. Copies of -all
"reements and legil. instruments pettaInIng 't!ii:r.e'tb involving the pledgeof, the
loasehold interest* as sdc4rIty,w contalned'.1n this ga6graph,.shall .bi firnished . to the
City Manager «f the Lessor'Whose approval, must be obtained prior ta.1heir iiftutlon.
10. RENT.,
(I') Minimum Mon'thl'y Rent': During 'the term of this ]case, Vess!�* shall pay titi6r
as minimUrn monthly rent, two thouii�d five hundred dollars '($2,tb)-per me
in advance at the ' address of lessor on the first'. day of each. month
begfnrilng on the.day Lessee commences businots
or t*. o hundred 16rtj 040) day;
from the date Lessor notilleg 'Lessee Oflessor's apptoval of final working
drawlngs.and specificailons.',whichAveO date occurs - first. If rent begins in the
middle of the month, rent for such month shall be prb.rafed and paid In advance.
If the restaurant facility in the future be6o*mes - to real property or
possessory interest taxes,. the Lesseg WUI be -easpoOWe'lor Aald'iAxes.
(2) Peecenta.e Rent. The Lessee ghat! pay Lessor- as percentage rent, In accordance
with. theloll6wingi
am 16 $2,544,A44
3% $2,50.0,001 2$4,gOO;0G0
or'iwo ft"an4 five hundired-611ars ($2j50(1)
per mdrithinnirdmu6ir
gua a J. tt�e greater
11. 'RP-,Nt DEP'osrrSt
Op 'the date this Jesse Is -executed, Lesses shall 'pay "
to the sum of fifteen
as ,advance �Piaylb6ht of ;ha llest'Arc, (6) month's
monthly rent due hereunder. -The bId security of fifteen, hundred -crollaris Anil
b#.credited to the rent- dep-o'41t . In th6 kvdrq thii Lessee difaulis, the Leiior shall be
entillied to retain the rent deposit as liquidated AwrWiges.
RFP NO. 1:3444
{
12. ,GRC,SS 'ItE--CE•IPT$t
The term ".gross receipts" as used heroin ahail indude all tecelpts, whether collected
or accrued, defjved by Lessgb or Any (icensea, conceisslonslre, or tenant of Txsseb
from:' all business conducted upon or from the PremXsesi Including but .not IFmited td
recelpts from sale of food, beverages, alcoholic bevy[ages, merchandise, and rental of
space;.or from any source sthatsotver, The 3ollow!n F.tems:are -excluded from: gross
tecelpts}. hawavers
(I) Receipts from 'the :salt '.of 'waste ot'• scrap t4aaterlds iesulting from Lessor's
apera.tibns on the Premises.
(2) Recelfrks from the sale or trade-ln'value..of any 3tirnfture, fixtures, o'F equipment
used, :on thePremiscs:
(3) The cost orvaftle of'rneais or discounts gl'xtn to employees of Lessee.
(4) Thee .cos'.'. 'or value of food and beverage used for entertal'n'ment and business
promotion purposes by officers and employees o#Lessee: No trade puts isrdy >ae
deducted frbin_ gross,sa(e; under t, is
13. itECORDS, ACCOUNTS.,:'STATEM$NTS AND, AIJO TS:
-Lessee shall !keep on -the Premises, or auch other' piacc within Dade 'County, Florida
approved by Lessor, true, accurate, and •eornplete. records and azcoursts of.a l sales;
rentals, and be ess belrig trernsac.le upon or Froin the'premises and shall give Lessor
or Lessons. representative access daring reasonable business ;!sours to exafnine 'and.
audit ;uch tecords and accounts.
W -j -01n thlrxy 00) days after each month of .the term hereof,'Lessee, shall dellver to
Lessor a written monthly statement 'o# the'gioss;recelpts f'or such'manth certified by
Lessee to be true, accurate, an8 complete:
Within slity (60) days'after:ea6 fiscal year, Lessee shall deliver to Lessor a written
annual stdVt inent of the gross rec'eip'ts for such fiscal year. Said statement shall be
certified ass true, accurate, and complete by Lessee, by and through a duly authbrlxed
of(lce� of .Lessee. The City'.s Audlior or "his designee shall have the right, during
regular business hours 'and upon the City's veritt'eh request to Lessee to audit, inspect,
examine and copy the'Lessee's fiscal and financial records, books,, ledgers, statements,
report's, tax returns and .documenti relating to this agreement and the Lessee's
revenues; thereunder throughout fhe terms) of thls agreement and for three (3).yeus
.. 101101& its casPtldtls?n�or,canceFlatioci .�he.xLessca•dagree3
_.. Gsars`ducted at'ssich locations within Dade County, Florida as are mutually cornvenlenf
to ltiT partles:
I4,1 P'ROPXiiTY TA?fM
During the -Herm hereof; Lessee shalt pay ail. taxek.ot Whatever nature lawfully !e�%Fed
upon or assessed agaire
Inst the Premises and lmprovemegts, property,. sales, rentais ,or
operations thereon; including bus not limited to, ad valorem sales and use taxes„
13. -EGERSES AND. PF.Rmits..
Lessee shall. pAy for all licenses, permits-, and fees necessary for lessee to conduct
4�4seo's business ort theP`'re'rttises.
RFP ND, 04-84
i
t
1
16; MANNER OF OPERATIOtlt
(1) Lessee .shall keep the restaurant and co&k all.lotmgt keasoqabjy'siockad with
flood and beverage and reasonably ,maflad ;to serve the pairops thereof,. and
Lessee .shall malnWn.a standarri of qualltyy of food.and'beucrage at least equal to
similar operations in the area at reasonably comparable pikes.
(2) Thi tacilliles 4o bt .constructed by3hc,f.esiae shaft h: open seven (7) days a
weak, with.'the, exception of ChOstrnas Eve, or asich other days that are• aporoVed
t
In writing by the'City Manager.,
(3) iinimurn hours of operation.
Lunch: and dinner, fiya (J) days aweek - 1140 a.m.'to I tQO p.m.
Dinner two addltidnaI days a week - =0 P.M. to 11400 p.m;
Any changes In hours of 60ratlbn Are subject to. approval of the City N anager,
Nothing herein contained shall be construed to authortze hours contrary to. the
lags governing.such operations.
17. CONFORMITY To LAWt
Lessee shall comply with all laws, ordinances, .regulations, and orders of federal,
State, County and Municipal :authorities pertaWng to the Premises and Lessee's
improvements and oplera'tions thereon.
That the Lessee covenants and agrees thaf there wIII be.no dlscrimirAllon as io race,
cb.lor, creed or national origin In the else. lit the demised. Premises;
I&: MAINi'ENANCE -AND RtPAJPSx
During the term hereof, Lessee,. -at Lessee's ixpA $e,,heel, to the satistattion of the
Lesser, keep and rna`intain the Premises and all ImproYtments thereon In good and
sanitary order, condition, and! repalr, consistent with the opera#ion at. a first-class
quality restaurant in than. made and Broward County area. Upon expiration or
termiratlon hereof,.l_essee shall surrender and deliver 'up to Lessor the :Premises and
all permanent improvements thereon In good and usable condition, ordinary wear and
tear excepted.
t y, DESTRUCTIQN:
In the event the 'Premises shall be destroyed .or so damaged ow Injured by fire cit. other
w ,._..._, casualty --during the Itie oi..,:this.:agretmer t ,.'Jrheteby Mme. sh.Cbe rendered
untenantable, then the Lessi+e shall render said Prtmises tenantable by repair ttiiln
twe.hundred far.ty (240) days therefrom, or -such additional period of time •s- aglreeii id
by 1. essbi s City Maaager in w.rlting. 'heat shall abate. during the -time Lha prem ses are
untenant.able; provided, however that if the period bC 'uratenabtlity "shalt exceted V*o
hundred forty (240)' day;. the City shall have -tile solo option 'of cancailing or
renegotlafing this agrtome nt, at Its aucreilon;.
In the. event the Premises are substantially destroyed of so ian*jedor,.snyurad.by.Wca
oe' other casualty that the E'rsmisex Cannot ba gender"ed tenantable pr 'that Lessee,
elects not to replace wlthin th'e •two htlndred furty:(246) day perlod as et iorth;atfove,
or suth additional period of time as a reed ta:by the X es5or's twaty i4rlanager, then :the
proceeds of. tho insurance policy or policies covering such lass or damage shall be paid
to the City of. Miami Beach and the `Lessee ise. their Interests appear„ ii a. this
agreement shall bei deerned termif*ted and the rent shall be payable only to the date
RP'Jo rendet'ed untenantable.
26. INDEMNIFICATIONs
Legsee shall Indemnity and hold harmless Lessor, Its . m V6 b and off1clils, from
clalms, czwe4' <lemarivs' $pit$, actions, damages and Ilab It es tidying Ironi'llciu'cir
claims of ;aiiy kind- or -Patu're_ whatsoever-irisulftng from 'I use, and
aperutians .p`% Lessee on or about the Vremls*s_an4 shall
pay ail judgments (Including
casts; fees) which maybe tendered naered thereon.
21. INSORA'NGE:
Ata all times during the term hereof,, Lease* shall maintain In -full force and effect the
i6l)'6WIng des;crlbed lnttirance covering the Preml$ts and Leisetli lr'provements and
opei•atlans thereon:
(1) iubllctla6lfky including Products Ltaiilllty Insurance,.
Natless than bnemillion dollars ($1,000,000) for death of, or Injury to, any one
person in any one oc.c'qrrence.
Not less .than. one million dollars ($1,060,600) for death of, or Injury to, two or
more persons In any one occurrence.
Not less than one million dollars ($1,660,006) property damage,
(2) Fire and Extended Coverage:
Ninety percent (9096) of replace(ri-wit Value of till improvements. Certl ficates, of
such insurance shall be dtllvereA to Lessor prior to the beginning .of, :any
constcuctlon by Lessee; such p*11cles ihall name Lessor as additional Ins0ed andshall provide that Lessor's insurance Manager. be given at least :thirty '(30) days
adyin;e written ritten nottXpe f cancellation or rria;erlai Modificatlon.
0 All
Certlflcates of Insurarkce shall be ntil with The City laurance Department of
the 'City of Miami 4each, Florida.
The Insurance- provided for herein shall be Wrltten by a -company who is rated AX or
.better in Us* Key Rating Guide (latest edition) who It authorized to, do business in
tiiii State of'Florlda and toxjnterSigned through an agent authorized to do'business In
the State of Florida. The insurance company and :the amount of coverage shall be
subject to the approval of the Lessor's City Manager, and the proceeds payable under
sectloP (2.) hereof shall be assignable to the City of Miami BeaCh pursuant to
paragraph .19 of this lease.
Lessee shall promptly pay for charges for water, gas, sewer, electricity, telephone,
and all other 'charges for utilltiet whicly.may be luinished to the Premises es duei I ng the
term here6L.
RFP NO. 13444
23. D8FAULTt
If Le i sAee abandons. or vacates the Premtses.:grj_Pr to the expfrallon Of theterm
(2) If Lessee falls to make. the rent payments As set f0th her*ln.and 3ildpiyMent Is
riot., made Within 0 days.AiterwVco
ritteft 2 1 ' * * *
S 91Wn to Leii
Pes, or
0) If Lessee fills to perform in Wodor&fica with 'any ;of t)tb oifiee terms and
conditions he4ln 6ontalned, and w6 Ada* is not cured wIjhln.ihI0ty 00) clays
after; 'Wiftten riotfci ls';given *:to Leisee
Pss6r, it L"sor.!i, qptiq
, n and
without,fiki6er'noilce or demand 0-1,eisti, may Otte into poii6il9n of the
Pt:Jemitei;and all iaents :6erto� a6d rimo9e itt -�er
mproven
Arid
rria'y eithe
r'.#Re possaSSW'a-Of fUrnh*urej eq pments and other personal
prOpOr y 0i eSS4i found :an Pr6m'6or keffiovi such Or
opirty 6r4nypart of
it and,stQce It at,Lesseels eXperise. Leiioi'rti&y1hdq eithet . terhi1nate th1d lease
or rA-16t the Premitei without Lessor's' lawful,'iiljhts.ind: remedies
against Lessee. In 1heocint Wsor iltets-1 bes-Or 44ch e nt
to rt� Pt the Prern e
and such terms 7.iS Lessor may6 able to o6taln, Lisiee continuc'to
upon fere te1
rice between the rent o
pay
any 'difference by such re-letting andthe rent dalhere _under.
24. BANKAUPt6Y Oft INSOLVENCY.;.
If Lpssed is -adjudicated a bifikrUpt. 6r makes an assignment for the 'benefit of
.Oedltors, or jfAd leasehold Interest '1's sold lindens. legal Order, or Judjftie_6t, Lessor:
sWl -have the Ylght, to ImmedlaWy terminate this Itaia. and 're-iriter' the fre'miisii
41it-hout'h6tIce or demand.
25. sufiLBASH.AND-A5 JGNMENTk
Lessee 'shall not tUblease the,Premtses or.ang'part 'thered1nor assign this lease to any
other person or firm without first obtaining City Commission approval therefor.
26. IN5PIECVON OF PREMISES:
For the purpose of Inspection, Lessor hereby reserves the right 10 enter Upon any part
at the PerMses at any time during the period the bUtiness Is to be open under the
terms'61 this lease.
27, NOTICESt
AU notices.and rental payments shall be
sent,to the parfles.at the following addresses;.
LESSOR: The City of Miami. Beach
CIq Manager
1700 CbnVekiohte0tejr OrIY6
Miami Beath, Florida .13139
LESSEE-, Specialty Aesllkdranti Corporation
�y Po
P:resickn.t ,
19*77 116dondo,Avenue
Long Beach, CA 90806
RFP NO. 13444
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i
-21. NOTICESi (Continued)
Lessor and Leasee may change sut:h addresses at any time upon gl'ying the other party
written notification.
All .notices under this lea" rf.iust be In writing and shall be deemed to be wiled when
delivered to the address of the addressee. All notices served by mail shall be
registered mail, return-mcelptirtquested,
Lessee may designate additional persons for notification of default.
28. ATTORNEY FEESs
Lessee agrees to pay the cost of ;collection and twenty .percent (2016) attorncysl fees
on any part of, said rental that may be collected by suit or by attorney alter the same
Is past due,
2�. WAIViiFi:
No waiver by Lesser at anytime of any of 'the terms or conditions of the lease shall be
deemed a waiver at any time thereafter of the same or any other t4trris'ar 6ndi"tions
hereof.
30. 'GIME Of ESSENCEa
Time shall be_of the essence of .this lease.
.3i.. TERMS BINDING O 5UC'.CESSORSi
All of the terms and conditions of this lease shall Insure to the benefit of and he
binding upon the successors and assigns of the parties hereto.
32. SIGNS:
No signs whatsoever, Including advertistngg slgns, shall be erected or permitted upon
the Premises until the plans therefor have first been submitted to the Clty Manager of
the City of Miami Beach, and he shalt approve said plans for the design and
construction thereof in writing,
33. i~EDERAL.APPROVAL.-
Theparties to this agreement Lgjzp �„tx� that#litsMagreccneattd.siral,l,,..be sribjersk to-
r+e'cetiiing -w—rift-'e, n ippr"ova` `from the federal Agencies having jurisdiction over
development, construction gird operation of the South Pointe Park. This Lease shall not
be effective u-ntii Lessee has been notified- by reglstered mail that all applicable.
-Federal Agency approvals have been -granted,
RVP N.O. 134-84
34, AUTOMOBILE PARKINpt
Lessor warrants that adbquste automobile parking space adjacent to the premises for
Lessee'spatrons and employees .shall be made avatlabie by Lessor, In the .event that
Lessor, charges a parking fee, Lessor agrees to t.efQnd any parking fees to the patrons
of the restaurant upon presentation of a validated restaurant parking ticket,
35. FORCE MMEURE:
The. performance .of any act by Lessor or Lessee hereunder ,may be delayed or
suspended 9t any time while, but only so longas, either ;.party is hindered In. or
prevented :from performahee by nets of God, the elements, war, rebellion, btrtkes,
lockouts, or any 6ther cause beyond the reasonable control of such party, providing,
however that tf the condition of force majeure exceeds a period of two hundred forty
days (240) days the City may at its sole option and discretion, cancel or renegotiate
this lease.
IN W TM''SS WHEREOF] the parties have executed 4FiEs tease on the date lir4c above
wrltters..
Li~SSOM BY:
CITY OF MIAMI AEACM
By:
i MAYO.
Attests
LESSEE: SPECIALT't•. R88TAl)kANTS- GO.RPORATION__
NAME
By: (,�, .fir•, "/ xY
Type Name: 'CH ARL'ES- E, V.ATTE, EXECUTIVE VICE PRESIDENT
9y:
bAVID -C. TAC:U HET, JR;, PRESIDENT
By:
i R
uz NE WHITBECK
, 4 x•1(CCtiMPATFSEAL)
ill I, `0v
LEGAL UEP,T.
Op, 'No.134=84'
sthTf- OF CALIFORNIA
COUNTY OF LOS .MGELES
ON JANUARY 36, 19. 85 before me the
undersigned :Notary Fubil; In and, IOP #ld Cb,dnty and 5tat-it, personalty appearcd
DAVIDG. tAtLiCAT 3RORESIDENT
-CORLES E. *HITE. MC&TV VICE PRES. known to me-io 'be the perso4(s) whose,
name(s) Ware) substrIbed to theattaclitd instrument and aizknoWWged that he (they)
executed the same.
WITNESS ,my hand and olikla , I seal
cUl.."'AD
�40TARY PUBLIC Wand for said County and.5tate
CAROLE Ff. COUILLARD
RFP NO. 1.3.4-84
E?xHiBrr "A-1"
DPSCRH TON OF PRIC#aRTY
A 100' k 160' parcel, ;;f land within South Pointe Park located 50 feta north of Governtnerit
COt and adjacent •t : 'the Amphitheater Mcueture whit:h is v ist al the Coastal Construction
LIne.
RFP M 13444
r : y�'�..
•
�;
r
A'Cl2E MEN tliw P>tRGlt'A •AATD SAlat
THIS ACrR.BEMVNf 'O1a PilkdiASE . AND SALE '(fterelri'After referred to 'as the
"Agreernent") rs 'entered Snto this i u' day of Tiny, 1493, by and between SRECIALTY
RFSTAURAM -W"ORATIOIS, a -California coiporatloii,,Oereinaftdr referred ;to. = the
"Seller"} A40 WA5III3�iGTC1N AVENUE COI�.,.a morlda corporation .(hereinafier referred
t'o.as "Purchaser.'").
RECT'1'.AL.�
WHEREAS-, teller is "the sole owner of a restaurant building ;parpmonly known as the
"Crawdaddy''.s l2estauant' {hereinafter .referred #o as' the "•Restaurant Building") and more.
particularly described on the attached afi t "Xl, and by rcfeiegee fhade apart he.of;
WHEREAS, Seller is the sole owner of various equipment, furnishings; ftxtures,.and
other improvertients relating to .the Restaurarit Building (hereinafter collectively referrer# to as ,
.the "Fqu3pmeat') and more,partcularly 'desdribeit on the attached 3blt W. and .by this
rofere#e -rade A part kereof",
ERIrAS, Seller is the Master Lessee of a feasehotd estate in and to that certa rr parcel y
of real property leased from, THE CITY. 0f MIAMI HEACH (iiere3natter refei*d .to'as the
"Leasehold Estate"). -and more particularly described.-Ih the Leasss Agreement dated February 8,
19$52 attached wtto .as 'Exhi43t "C"; and by YEfo ence ntadc a 'p' of ltiii od,
WiTEREAS, SOUTH POIN 13 OSi'IxAL#TY, iNC;, .a. Florida corporation, iS.
current Sublessee, operator., and licensee at !be restaurant business domrrtor(ly lotown-as
Ciawdaddy's 1Zestuurant, under that certain-S01'ease•Agreement'dated 1N'Vember 22, 1990'. as
Amended, attached hecto as Exhibit "D,` and by reference• incorporated tradeapart hereof;
and;
{Y IERREAS, Seller and Purchaser have entered into this Age eernertt for She purpose of
describing in detail the property, fo be conveyed and lransferred, certairr cioslrlg mattets, and
additional agreed..upon ltems,.•all In sceordance' with the terns and condid6ns herelnafter sit-
forth.
etforth.
NOW, MiEREFORE, in consideration of the.foraga3hg prernis"es, grid the respective
representations, wafrantles, agieexnentt acrd condifloft berein'conWned, Seller arrd Purchaser
agree 'as follows;
1 WhStirNQ'fOt�t kV73Nt1E: C'O1LP.
Agreement nrpurehaso and Sale
F�avtudt Y.ufy.Q,'2941 �`
printed. Iety 9; t"3 l
i I
WIMT 'B'
ARTICLE t
pEFMTTO Ml
For the purpose of this Agreement, the following terms (in addition to terms .given
defined meanings elsewhere in this Agreement) shall have the respective meanings set forth
below in this Article L
1.1 . "Eedinurnnt Btilt iai "- ihall mean .the building,mbre particularly.described on
'the attached Exhibit "A.`
1.2 "ClasIng-" - shall have the meaning de ined in Section 8.1.
IJ "Closine Date" - shall have the meaning defined in Section 8.1.
1.4 "Peruinm_gPA" - shall mean all trade fixtures, furnishings, fittings, equipment,
machinery, apparatus, appliances, signs, and articles of personal, property .of every kind
whatsoever owned'by Seller and nqw located at the Restaurant Building, and used or usable in
connection with any present or future occupation or operation of all or. any part of the Restaurant
Building, as a restaurant or bar or othenvise, including, without limitation, all boilers, furnaces,
heating, ventilating and air-conditioning systems and equipment, if any, all restaurant furniture
(including all equipment usable in the operation of kitchens, bars and cocktail lounges), electrical
equipment f neluding refrigerators and other appliances, radios, televisions and lightip:g
equipment), fire prevention and extinguishing apparatus, pictures and ornaments. Said
Equipment is more particularly described in the attached Exhibit''B," by reference made a putt
hereof.
1,5 iscellnneous Ash" - shall mean all of Seller's right, title, and.interest in and
to, any and all licenses and certificates issued by the apprppriMe governmegtal authority with
respect to the iiperation of the Project, or any part 'thereof, as well as, an assignment and
delivery of an and all claims, guarantees, warranties, indemnifications,'dnd all other rights, if
any, which Seller may have against suppliers,. laborers, materialmen, .contractors, ,or tub -
contractors arising out of or in connection -with the igstallaeion, construction, and „maintenarica
of 1'he'linprovements,. fixtures, and personal property on or about the. Leasehold Estate.
1,.6 "Personal Prooerfy" —shall mean the Equipment and Miscellaneous Assets.
1..7 "..P'ra'ec " - shall mean all of Seller's right, title and interest In and to the parcels
and items of property referred to in Artiele_ll below which are tb.be conveyed and transferred
to Purchaser on the Closing bate.
I WAWN=N AVENUE CORP.
Agreement a(PurCh4a and Satb D
Revtsed: MY 9, .1493
Printed: tuty 9, 1999
2
1.8 "Leasehold Es)at@" --shall mean the parcel of real property .leascd from THE
CITY,'OF MIAMI BEACH and described in the Lease Agreement attached hereto as Exhibit
NBk.
ARTICLE 13
,S. ALE AM PURCHASF,
Upon the terms, conditions., tepresentations and warranties herein set fdrth,.Seller hereby
agrees to self the ftiilowing properties; rights and interests to Purchaser,. and Purchaser agrees
to ptirchase such properties, rights and interests from $eller:
2.1 All of Selier's right, title. and interest in and to the Leasehold Estate.
2,2 All of Seller's right, title .and interest in and to the Restaurant Building, the
Equipment, and the Miscellaneous Assets,
}
ARTICLE III
PURClIkSEPRICE AND'ALLOCATIQN
3.1 J The total Purchase Price for the Project shall be Two Milllon Five Hundred
Thousand Dollars ($2,500,000.00), sObject to adjustment as provided in Section 9;1 hereof.
3.2 The Purchase Price shall .be payable by Purchaser as follows:
A. Concurrently. with the opening of .escrow, as described in Articlo .V
hereinafter, the Purchaser shall deposit with the Escrow, Holder, the sum of Five Tttous2itd
($5000;t}0) dollars:
B. The balance of the purchase Price, Two Million Four Hundred Ninty-Five
Thousand Dollars (t+ ,05,000.00, shall be deposited into the'e#row, as heraii'narler defined;
in the forni of cash, cashier's check, or federal funds wire -transferred on or prior to the.Closing
Date, as hereinafter derned; and,
,C. All funds comprising said Purchase Price shall be confirmed by Purchaser
to Seller not later than fen (lb) days prior to the Closing Date,'ax herelnaftec defined.
3.3 The Seller and the Purchaser .agree that all federal, state, :and local tax returns
shall be:filed, in a. manner eonsist4nt, with the following allocation of the. Purchase Price, to the
project:
I WASJrthGTON AVENUE CORPS
'
AEreera,aDforPurshasa and. Sate
Revised: July 9;_ 1993
Printed: July 9; 1993
3
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MOT -Ta - M-01
A. Restaurant 13ultding:
B, Equipment, Furriiture,
Fixtures, Grounds
ARTICLE TV
IMPECTIQN Q
4.1 Purchaser has inspected, or has caused to be inspected, the physical condition of
the PrdJect and is satisfied with all such matters.
,ARTICLE V
)ESCROWMTLE
5.1 OPENING OF ESCROW Within threc'(3) business days after this Agreement
has been executed by Sellet,andPurqhA.kAr,,. pggy_sha.
the law ficin of ,
REID, PIL017M. &)ROSS, P.A., located At 340 Royal Palm Way,
Palm Beach, Florida 33480 (the "Escrow Holder*) by depositing a 'fully executed original or
counterparts of this Agreement with the Escrow Holder.. The Terms of this Agreement shall
serve as Escrow Motdei's Escrow Instructions.
5,2 CLOSING OV ESCROW. Closing shall be deemed to occur upon the
recordation, in Jhe.OffloW Records of Dadt.County, Florida, or the Assignment and Release
of 'Lessee ("Assignment/Release) in the form attached hereto -,as Exhibit ',E,' and by this
reference Incorporated herein. -Closing shall occur on Friday, July 23, 1993 (the `Cfoiing
Date'), and 8halloccur only vihen Escrow Holder (1) bolds, the entire Purchaser Price, (li) can
deliver to Purchaser a Leasehold Policy of Title Insurance for the Leaseh6ld Estate ((he "Title
Policy') showing dip, Leasehold Estate' vested in Purchaser, only to the exceptions .and
endorsement!. 'shown and approved by Plirchaser, as 'proVided herein,
5,3 POLICY. Upon Closing, Escrow Holder shall. record the ASSjr&nment/Release;
delMtr the entire cash Purchase Price to Seller,'Iess Selle0s share of Escrow Expenses and other
adjustments required herein; and cause the Leasehold Policy of Title Insurance to be issued as
of the Closing, Date,
I WASHINGTON ' il AVENUJi CORP.
Agro6melll 4 Purchue and S.4
R64mdl fuly 9,'19,93
Printed. MY 9, 093
4
&X�
............... .......
5.4 'UCROIY POSof escrow shall bo �OMO'04 �Qllqws
TS., e�pcnM . --- I
A. Seller shall Oy"ibe praWum for the T146,Polic"Y.--qnd 906 bil((1.12) 464
Esorow,14oldet"i'escrow
B. Purchaser shall pay dile half (112) of the Eicrow Hdicier's 'escrowfi--s,
and,
C. Ail other charges jncufi-ed by the EsdfdW, Holder 16 04neddon with ft
.Clo§1'6g shalt-beapportion6d eqooamoli ,ng Seller andPumb: . I . ,aser, * "' ,
$4 TITLE. Within tlft'(S) days after the date of this Agreement, Sellershillcause
to bedeINcred toftchajar*a prejjrjinary itte d re
pdrt(**')'Issped by..4 mU6i1.1Y.icOeptjb1e
tltlel7cdrnpany _(71fle. Company') covering. the leasehold Bstaiej together with copies of all
documents referred to therein, as ezaeptions to Tritle. Pttrotaser shall. O.r.d kapprdvd the
Report, in writing, 'Within -idn (10) days after receipt of fh'e7'Rcp6rt and WI such -docdtnenti, or
.any updgebr su I ppiamehi thereto. Within Ian (10) days'after-recel 'id'14P.pio
otPqk6sei val
with WY cxcepticp to Title s*lfled In theRtport, or any tier
shalt mary Purchaser - baser if Seller Is de will be- unable to romop such ckcb�dfibm
q� the rlqe
.Rtpcirt idbe issued ciosing. In the: event Seller notifies Purchaser iha't' Seller will .. I bei-tinable
may( Co &_apd
oval p,
exception, or-tarminife this Agreement. Its—eller intends tb remove such exception., Sellershall
have until. the CIOOng ]74!e to do'sd.
NOTi4C-
,61 Notice shall b5.deeri "von hcrdunder upon persbnat delivery ed'as :given icrihiaddresses
s4.16rth below peo'itpr6perly addrdssed UPon PpOsMpg. d such notice with 0.Sita'gc prO..Pal4 in
Jos mailliox or depdsiong such- n6ficie 'in 'the custody of a.,tiat3anaily recognized
over!4thtcellygr seylca. NOticeshall,bedeemed properly addressed if se
to the 611041gaddr.sseso
"to $at
ler: Soclit ' ty,Aestaurints Corporation
4155 -9, is PaimttAyeatii. SdR6 150
Anaheim, ralifeenia.,92807
Mimi. Pr6si&a.4pd Mocial twhscl.
It to Purchaser; Arthur -Fdr906.
South F01n(d,#iispUlty. Inc,
N1 Wasfiingtott Avenue'
11410[96ith, �Iorida 3309
I WASMNGTON. AVENUg-CORP.
Agraama,pt ot',purc�ta;d atxd Sok (.%
RO'Z;4a. MY 0. 1993
Primed: •luly 4, 199]
5
ARTICL9 VIT
MOM
7,1 Seller shall execute 2dlappkcatloris and instruments rbqulred'lnooxine� ' agn with
and efef'6 Purchaser the, �mnkfPurchaser bf�ll tran ' _ b' '
in 6idor to' trinsfer -on . Closing. All aosts and expenses Ancurred'in'
conneddon'with such I6Aifei4,4)faIl:'Ue pXd by Pu, h'a'*w,.,
N
7.2 S61ler-and Purchakr-will Oq*ratawltheickotherin -good fidih4hd wilt-exerolse
due dlifgence; In'carrying . out 'the. tw9acoons; 6o0,v n,16 o6kining all #quit,.cd
approyali, authorifiaUofis', and clearances, iA satis ying'thel,conditiOns set. forth Ig Aftfcl6.X-IV
hereof, and In -aelly'ering "'all' ddcumehts, Instrumoa, or. copies -Ihtre6f, of other lbIorm6q!6n
deerhed nasall'a6ly n66eskTY or us&Fby -jh6 otb&- party.
M Following the Closing, Sallee agree -i, on ,request of Purchaser; to execute and
deliver to P�urcfiaser,,mic:fi further iristruineifts in w,rj,dn'g as may be reasonably . required. to
complete or-eVidermethe transaction hitrbinpro'vided
and deliver like instruments to Seller.
ARTICLE. VAI
8, f T.Iol(Owing iat - istactloo by Seller or U9 . ver 'by ' Pumhis6r of ffie. conditions-
precoent to Purchiser's Id cons�i,i,fiziiiita the'sUib" dw as set forth ii: A 'bI6
;Ac ri
w� hereunder, "the, pats shall-.o-hsum*ibgfz the Irmsacdon described in this m
Agreeentat a,
meetingofthe parties (tile-4dosjhSI), which shall it�thear s4ib0.4iftw
J * 9
.: I I . : older
alt Mo a,�1., oti`Fday, J.Uly,2.3,19193 (ft "Closid.g.baie"). All pro'cecdlngi to takaplaic:eat
the'dosing sfidlifake,place simultaneously, and 14 delivery shall hedomfdered .to have' been
Made 061 all such proc6edin mvo
tl At the Cloglt '-: $ellar 44d I Ufcka* shill Jointly P.rtpup dloshjg:statef�ent
dabli'dewl I he A bata'.
setting forth, i� re�'so and Pror-atforisj'asof,
required under kt0e; iX hare t hidsith4e. adjusted 6 -th b4sis.A'
uAde wid f *ce Will 66 n e Oedf
("Final Closing Statement").
8.3 - In Cho Odiif that, it any dra6_E icy ihety-,(90) d #s ait6r.Oe Nosing, tither
discovers any .Item ht&d 1�'a 1xicidded k't6tinafClosing Statement;` -but
was o9i Included f4 any A -w provided such W! I
on, theii. pro S Ilot disputed, such item Shalt b6
i VIAsmtdaMN At.4.MtOAP.
Agridndplzt of pvr6h"Candsaid,
��Omis . *d July Q, 1003
1993
6
adjusted as if its existence had been known at the time of the preparation of the Final. Closing
Statement and the necessary payment shall promptly be made.
ARTICLE IX
QLOStNG AD,IUS TME 171 OTHER CT.(.i;ST�,MATTERS
9.1 On the Closing .Crate the following items *shall be apportioned between Seller and
Purchaser:
A. Seller shall pay all recording fees, and any use or transfer tax,
documentary stamp tax and/or intangibles tax to become payable upon the delivery or recording
of Seller's interest in and to the Project; however; Purchaser shall pay the cost of recording any
and all deeds of conveyance;
B. It is.aueed between the parties that Purchaser shall be entitled to a credit
in the amount of Twelve Thousand Five Modred DDllara, 012500), toward the.Purchase. Price,
in connection with the .litigation filed in The Circuit. Court ;of the Eleventh Judicial District in
and for Dade County, Florida, General Jurisdiction Division, bearing Case Number 91-28067
ICA 28;. and,
...... .._ ..,�.__....w...._..._......_......._..._._.._..,........_._ ._. _., .. , _..
C. Such other items as are provided for in this Agreement.
ARTICLE X
LD TNG.- (;L(iSWC DQCUME-M
At the Closingg,. Seller shall execute and deliyer;to Purchaser (as 'required) and Purchaser
shall execute and deliver to Seller (as required) the following:
10.1 Seller shall deliver to Purchaser a goad and sufficient warranty Pill of Sale
conveying q}arketable title to the Equipment, free and clear of all liens, claims or encumbrances
and otherwise in form and substance satisfactory to Purchaser, such Bili of Sale shall contain
an itemized list of such Equipment.
10.2 If not,previously delivered, Seller shalt cause to be delivered to'Purghaser all
existing plans and specificatlons in Seller's possession Tet4ing to the improve tents located upon
or associated. with the Project.
10;3 Seller and Purchaser shall provide each other with an opinion of their respective
counsel staling that Sefler/Purchaser is a corporation,.'duly organiied.and validly ex4ling. Zander
the laws of the State of California and Florida, respectively; with full power and authority to
,,enter into and and the transaction contemplated herein, and that the person executing
the closing documents on behalf of each Is authorized to do so.
I WASHI. NGTON AVENUE CORP.
Atmemoat of NgrAasa and Sato
Revised,, My 9. 1993
Printed.: My 9, 1993
7
10.4 Seller #all furnish Purchaser with 'ad iffidavit.stating that none, of the 606es
constituting Seller is a Torelgo Person` within.tha meaning of IRC Section 1445(0(3).
1.0,5 :Seller hereby agrees to indemnify and hold harmless Po'rahaser front and against
any and all liabiiitjr•arising or resulting from any.event , e rnIssion attributable to Seller's'actlon:
In connection with the Project, accruing prior to the datie in which Purchaser took possessl6n of
the Crawdaddys Restaurant (NoVemb& 12, 1990), under that certa Stlblease..Agreement
attached hereto as Exhibit ".D;" and by this�relerence incorporated herein, ittcluding,'but not
limited to, the followings
{i) Any claims; lawsults, couidemnadpri proceedinp or other administrative
actions or examinations whatsoever relatdng to the Project oc•Seller's.use
of the Project;
(11) Any violation of any law, reguladoo-or ordinance or building rule 'or other
rule or regulation affecting the Project.ar Salter's trse of the Project;
viii) Any claims made under any Contracts (except Purchaser shalt have.no
such claWis,rnade under any Connects which'Purchaser -has notagreed to
assume and have assigned to Purchaser as be tho Closing);
tiv) any procce Ing or -` nj"oreeme°n aazons resat nil chemr`ca or haiar° us
waxtes or toxin substances which We.been or ,arc alleged to h2tve.been
released or disposed upon.'or below.ft.surface of the Leasehold :Estate or
Into any water systdms on or bejoly 'the sdrfaoe, be the i easehold: Estate in
conawdon with the 'operat ori ;of the Project or the. Seltec's use of the
Project; and
tv'ariy+provider of any ttilliy ser,vice for utility services ;furnished to the
ProdeCt. ,
10.6 s6blect to section 1:6.3, Purchaser hef6y agrees to Indemnify and 'tro(d Seller
harraless from and against any anal all liability :x isln,j ol-'resuldng from any event or omission,
attributable to or acaruing after the date In which.Purchaser took:posses3ion -O Coi4addy's
Restaurant (November d2,, :1990), under that, pert ln"Sublease Agreement attached hereto as
Exhibits "D ,and by this,reEerence ncorporateit herein, as to .thu'follAwin'g:
{i) Any claims} lawsuits, 'condernnadon prat cedings.or other administrative.
actions or examinations whatsoever rsiating to the Project':or Purchaser's
use of the Project;,
(JI) Any violation of -any jaw, regulation. or ordinance or building rule or other
rule or regulation affecting thareject or Purchaser's, us&.ofthe •'pil ject;
t, WA§i{tNaT6N AVENUECORP.
Jlgreaineni !.(Pure," tnd Sale
ite•vhedi luty 9, 1993
Pdriredi ruty 9, f993
8 sza(
(I if i) Any 6100s, 09de under any Contracts (cxcevt Seller shall hayi no such
claims 9 mAdd Under 'any C96tradts ��jrOqsqi � not agr* tq
IS . " which P h2�1 �
assuma.and have assf:&6ed to Purchaser as of the'Closing);
(1v) Any proceedinj orenf6rcement.actions relating io dhMical or hazardous
iviistes or t0iih. w4swces which fi#atieeii or, are alleged to, haVb been
released ordispoied up9no4below'the iurface of ih*1,='6pJd Estate of
into y,w*a,ie,rsystems Oh I or . Wow"ifie -$Ace of the Ws*ehold,ata6z. in
coniiecilo with the ppeiadoit of the Project or thei'Purchaier's use ori -he
Project; and
AqY.provwar of any utliit c Islied
Y i�Mde f0i iidlity S�rvl 61 tum� to rho
Project dUring Ifice period iftor'jhe-06�lng- bate. ,
10.7 Seller shall deliver to Purchaser any licenses. and certificates :or such other
comparable &r.tMoites or doedmerits issued by the appropriate gbvernmenW authority with,
respect to the Project or. any part thereof.
10;8 Seiler shall 'exe,cute and deliver to Purchaser an asAgarnent.. and delivery dr,41,
claims, iti'arahtlei,Vibudes, indemnilrkatidns,and A okkt-;ights, Iflany, which gellermay.
tqnil&tian'iijth theittsialfaiiorl, construictlon.ind nidin tpn;m;e of the improvements, :fixtures and
personal property on or abouttheaUasefiot d Esta f®,
ARTICLE XI
FIRE bAMM3
In the event that any in pt vemer6 located Opo t.hd 4as
e,hold :Estate shall be.t7amaged.
or dost 0y by frp, storm or other casualty on.qi
66tordilie -Cl6img bafeand ifib cost to ke
pair
such,A:isualty.loss shalt eXcOeOlhy thousandbollar�,;utd tio/100 ($50,Wd.'O' Purchaser Jhaft
Q),
hAv-- the Aihi.:6 te�rmlnit,6 .. its. obl . f&tlasiun�atr this Agre6nieqt and to receive a return of all
1 . 1
4* ' rt he il
sums deposilt with Escrow- Agent pursuant to A. We III" teof. Int.he iVe60qr�haiir sh I
not.elett to WM under thiskg . teement, shall .be entitled to rectiva
ind(claobli-gatloilsund P.ur.c'baser:sh
aft 6sligi hm'entfrarn sitice of any interest Seller 'may fiave dtheIrwlse had in th6 ooiceedi of itpy. -
insurance on -the
ARTICLE III
. In thaeven2'that notice of any actlon,-,suiti or procec&4 Mall bp givo pri# to the:
Closing Date, for the purpbse of doaderading any put of the Uasehol.d.Eslatc, then Purchaser
shall 6ve the fight* to terminate" its obligations heirtunder iOd upoO iuch termination, the
I
1. WA$.H1NGtONkV.9NUH coilp.
Asti4iniat of Nrchau;md Site
4
proceeds resulting from such cdAdefination Shall he paid Weller. in. the event Purchaser.shall
not elect to termin4e, its obligations hereunder; the proceeds of sueh ctindemnadon.Shall belong
-to Purchaser.
ARTICLE XIII
BRO'E
Each party represents to the other that neither have dealt with any broker or.finder in
connection with this transaction,
ARTICLE XIY
CONDITIONS TRECIWENT Th CU)Mfi
Anything contained in this Agreement to the contra? notevithstanding, Purchasrr shall
have no obligation to consummate the within contemplated transaction :utilcsl and until the
conditions set forth in this Article XIV shall have either been •satisfied or waived by Purchaser
in writin . Seller shall use A3 best effo is to assist Purchasefln, safisfj ing each and all of such
conditions, If -not so waived, all such conditions must be satisfied by no later -than the Closing
iJat� unless a snorter noa is s ttlea wun [e t Uteretp
satisfy ari;y of such conditions within the appllcable time provided 'therefor, Purchaser they
terminate this Agreement upon written notice to Seller. Such conditions areas follows;
A. There shall have. beep no :intervening itestrucfioh or .damage to or
coodemnatloh ofthe irasehold Estate; or any portion thereof (sAl6 ct to Article Xi and Ankle
XIIabove);
B.. Approval by T.,IJE CITY OF htlAUl BEACH of•,the Assignment to
Purchaser of that certain I ease A,greement.dated February 8, 1985., atfached hereto as Exhibit
"C," and by this reference itttorporated herein;
C. Approval, by THE,CITY QF MIAMI BEACH;t6 the Release of Seller of
any and all obligations tender that certain Ixase Agreement,d2ted February 1, N&S,.attached
hceetd as Exhibit "C,m and by this reference incorporated lietein', and,
D, Purchaser shall have.obtained; within twenty (20) days from the date -of
this Agreement, financing for,ninety.pe'raba (90%)• of dee purchase Pdcg of tiid'Project, 'Said
tirtancing shaft be, furihor contin."gent,upon ihe.:Purcfiaser being able to.tnoitgage the Leaschold
Estate, which inortgage shall bear f6iere;tat.rnarkptrates,, btit.not greater than ten pgraent (Itlr)
'Mann}irri,..wittch ihortgage shad .have.:a term of not less than twenty (20) years aitd provitfe fay
equal monthly installments afprinoipal.and. interest,.
I WASUNCTON AVENUE MO.
Agriamaat or-Pyrch"o and sate
Vivlsed., ,tiny 9, 14'93
Printed:_ July a, 003
1Q C�
ARTICLE XY
ZIA lit the everki:the.tmnsactibn.contemplii6dHereby js,riot i6Drfi,untmitea4ueto a
default by the Purchaser brSeller, `the *n6n_de 6altlndky'may elect.to rescind ihfs Agieemeni
it -
and waivd:any claim, for W�f bargain W -itiinbikied 6'r all cost'scost'swhich said party
incu*, in connection wiffithii Agftment and *in preparation for I closing;: iitema(I;;ely' said
hon-defaulting.paity may comrn=6 an Atitidn fbr�spelfI6 pe-ifqi*mt a, or file an aed6Wm law
for dain*ges for toss, pf bargald and.consequentle, damages, and lot the recovery ;for.
and Iirepa]ratlon of this Agreeme0and 1q-,prepiftqqq.for ,cIqSIng:
15,2 .In the, dven.t.any action isb�oujht. by 0[* hereto tp enforce the terms, of
this Agreement, ,th . e,preva Ding; . arty 11 .!fi such action.sihall t=.ued Wan award of its cost -of
suit, -including r6asohable attorneys! -feet.
ARTWLi .BVI
V
NO -ASSUMPTION -0 T JABIUMR
16.1 The parties acknokvledge -that this transaction conteMplhMs only thesale and
purchase of Seller's right, title, and 'interest In and - toAhe Proj6dt =d that the. partiesI do not
end tb;at
tP4rchasdf be deg �4
.Wh� r to parties. P&chikr shall neither*' sdaie not be. for any of
the debts'.164111do6s, taxes or obligations.of, or claims against, Seller, .or of any' -other person or
entity, or any ldhd or nature, whether OXIsq th ' Closidg .
1)0%�Oq . 0 . Data, orat any flme
thereafter.. Al of, stA delitij Yjabhitks 'Wes ;bl -shall be solely'thosi of
Selhit, and "Seller eriby Fepresents, warmts'Voyerlant;' find, Indetrafy and
.hold bar"ess.Purchaser from -aufy,ifs,6flit'y -with mpect.therdto.; )3uyer to
prorate through esiciaw any regi Nrsppai pr9peny taxes d4o, 0f the'; a ot doilk.
1t%.2 1 ha Seller shall be .full} espon's"ible tda andltall, and hold Purchaser
harmless respect to the: project, including; but not II'mitad to, mf^iuits' actions., ,damages,
2M 61al ' in ' 9 4vhlch maybe.asserted or 'th-f-dattryed a from And gAer'tha'Cjoslng
mate, b tit 'WM'C'h5'hA'I have ailsen O*d t' df " any •a', ` ot of the P iqJ"ect'_ prior. to th
o.dala.In 0166
Pumbasci tc*k'pdstcss1ofi :of the Crawi addy!s Ftgautant (November 12, 1990) under that
certaip Sublease hibit-b-, andby,this,Kererence-IndozP
A reement att4ch6d',hereto WW O.iit
9 . I ed
herein.
16.1 lite Purchaser s , hall.be fully responsible. tor'and shall indemnify add hold Seller
harmless, with respOct to , , ai.t
pperati6ht and Uses of.tht Pro*t by Purchaser, Ater the date In
Awbldh Puvofiaver took possession
of ' draw.dzddjs Restaurant (Novirnbevli, 1*j,"unidir
Subliase Ag�reesc=nt attached -hereto it tihi4ft "D",' -kid •by this tefeienc'o
incorpgrated herein.
I WASHMTOA AVENUA 00
NOW; MY 9. 1-993
AIMCLE On
1ru
17.1 -This Agrftznqpt tray not be:<modl led except in writing sign ed, by Of parties
172 Salluet of -either. party totompialn-ofanyactq� 4mIssibri-on the part d the dther.
. � long ,
party, no matter h * ow.ongtha same may continue; shall riot
party to any of Sts nijbts it�undir. b "'t
Y" party at
of any breach of any provision o(this Asiedoe . �s 1. d" m: cd i'%4dvetoir "a' bitt'ah 'of''
aqX
6ther , P mft breach of .the same or , any
provision is Ag�eVfient of -a �dpnsc6n* t y
�s
othf-rprovWon. Ifan atfl' I `consent or approval otanother
y on by an
party, S11611 'consent or appj.6v ' ad of such acflll f one occasion shall n& bp de'e'med ;i
consent to or approval of said action on any substeque'n't Qccasion or a *
con.sent to.or appiovA of
any A;tlorl on' Me -same briny i6iequent occasion.
17.3 , Theta tionssection b
P on-AumWs, and
d antic numbers app6aring4a this Agreemera
arcirtserted only as.a mAtter.of zonvenience, Anil tio jtd define, limit, construe, or describe -the
scope or Intent of such sections or articlesof ihii 'Agreement nor in anyway affect this
Agreement,
11.4 No party other than Seller- and Puichas&'their heir
s, personal.representad.v
es,
successors and-assighs, shall have any rightst ehIbf4dr-r8y upon this Agrecrilent, which
Is
bind.iq upon and'made solely for ibe bondfit, of Sell er, 'and Purchmr, their Heirs, -personal
successors acid assigns,- 4 nbc,for'.thei- �drfefit ofthy othovad .. V,
1.745 All propouns and any vaxiatiOos tbeireatas used herein shall be deemed to refer
10 the masculine, fernialneor neuter, gingulat or plural, as, tlie ide.ntlty.df tfieixirtlis Jmitv
require.
17,6 Thts.Agri:enientstiallbogov.erned'4ythc.law.sdf:ihoSiiteof-Pliodda.
A,1:tTtCLE ]ice
USE OF kF-518A. ANT, 14AME
ISA The Seiler agrees that Purchaser tight to the use oftlh the name and
o, 0 w
logTraw4ddy'so. Ak this l6cagbq Y, fora pe
00 of one year rcdj� "tho. P104% date,
I WASIUNGTON -AVENU9 COR.P.
ACipamidi 4'Purcblie and Wi
pwfo�; July 9. 103
,tinted., July 9, IM
12
1 Y e w k • • 1 •
ARTICLE XIX
VERMINATION OF S MI;E AA,Cl2ERtis&'ty'1'
1.9.1 The Sublease Agreemet. attacbed hereto as i3xhibit "D", and by this refetenco •, .•w
Incorporated herein, shall terminate Md the pardes thereto shall be.absolutely released forever
from their respective ;obligaligtis thereunder,it the event that' this purchase and sales transaction
is consummaied and 'Purchaser, as. Sublessee, has paid, in. full, all current monetary obligations
under that certain Sublease Agreement atfachecl'fiereto as Rxhibit "D", and by this rererehcc
incorporated hei+, in.
ARTICLE XX
rlolvtCoWETE: RFl5TR1CTI &
20:1 In .connecdod With the'sale. to the Purchaser of the properties, rights, and interests
set -forth In .Article 11 herein, Seller agrees that'5eller shall not, either dire; dy or indirectly,
engage in, as an owner; manager, or operatorof any landwbased restautant.operatiog within the
city limits of the City of Miami Beach, fora term of five (5) years from the Closing Date orthis
Agreement. This restriction.shall be binding on Seller, and Seller's successors, assigns•, and
nominees. Notviitlistanding anything contained .in thi's Article Xt to the contrary, Setter shall
be.allowred to :use, occupy, and operate', during the restricfldn period, Setler's.Moshulu vessel
JJ/
�6!
I WASUDW6N AVE" COO, r
Agreegsent of Nrchase iad.Saleold Rdvixd; .14Y 4, 199
Printed. luly 9j .993
13
�G'flY."S'R�Cut�.ttc:z,mxrrxmemaa�aras+nA��xm•.>+... _.. ....
as a first-class restaurant, banquet facility,'and eocktaii'lounge within,the city Limits of the City
of Miami Beach.
IN WITNESS WIREREOF, the parties hereto have executed the foregoing
AgreemeM,as of the date first above, written. _
SPECIALTY RESTAURANTS CORPORATION, a
California corporation
WITNESS:
David'C. Tailichet,Jr.
President
FURCIiA SER:
1 WAgHINGTON AY. Uk, CORP.,
_ a Ftarida corporation .._•...,. ....................... ,�.,:,,�.
B
Art i Forgette
P. i nt
EXHIBIT [ItsT
t A. Restaurant Building Description
B. Fgyipmenf List
G. Master .Lease
D. Sublease Agreement
E. Assignmedt of Master Least and Release of Lessee
D
- {CRWp Y9.A
GT1
i
t WASHINGTON AVEKM4C40R?-
Agreeincnt of Purchase aad'Sale
Reviseds July 9, 1993
Peltitedt .July 9, 1499
14
...__...�...�....wn._....wwvwwx..arWv+.'•H.eaW¢nYWn4 rti'H0.5ZdilPk.Vh�i"+.t�:jailtY!%`'�!X . °�.�
Coifbza - or "a - p
ION)OUT
MS 3 I.Ok'As 0 ZaN
A4, , ftb,*,*
M46W AP;✓ Mt BY THESE PRESENTS, That the''undersigned, 'boiz
the .,tictl6 4. of, thq �Lbove7dosdeibed P-Ob6eht8 'tb-
thd toedgolhq- A.4i4ignzent df 'th� X�digrhorl V:,4nt6rest 'in and'to.sa 'd
Lease "'SO 1988�.- ta..4kssiqftid,-, ilid, T�t�prd
furthxir bbrikenits."a'hid 4`p.p"r'.pv . ... ... ci th: - 'vt�qiwia �Y '*Assignee'_'t�o
jm. 45 thb
h4tehfkAt tb_apayri6nt. of rent Arid. ' )�grfo�andd of all daties
and obli 3.0 a fog gations of the Les' a, * m set - f in the. Lease Agreement;
and does' herebr fuily'RELVASS afid 'DXSdHAkJGE the Assignor,irai
n 'iXI
.
dutJ dd _Zetks8,:an'daMdp 8 AbG qn&9 ,in the
jgabe at 'AssIgnor,-am. psia.,4rdar the. teams of. the Lease Agreement.
The, tgiibject,consentat Ambigribbnt/IRe1ehsei of. Assignor. •!is
approved 'enddx66titod stibj'ect ' to all "of. the `ter'*s?'x,nd 6grfdktiodd it
Resold h No, -:93,nZO and ea , �Pd
i-ii�oeby � rs"t-sr"en-pe :as. tyb"ibLE• it
'. �!: tfi�rato'.
U '071,TNESS NVERVOFy 'the 4ridergigilad has
"
Co�E
sent -o _As.�i nt.e.-nt 'for the Purpci eti�i n. e r ssed on this
-day at: "199.1
LESSO,Ri by i
NOR
)t c
A P
FO RM, r77 CD
EhO
EXHIBIT "Cir
SITE DAME:. SOUTH POINTE PARK MTAURAW FACILITY
LEASE DATE:
LESSOR: crry OF imma BF-Aai
i.
LESSEE: SPECIALTY RESTAURANT compopuknm
RFP NO. 1,34-84
V
IN j
al
al
1. DESCRIPTION
2. TEI-RM
3. CONDIT40NS SUBSEQUENT
{Zoning, Liquor License, Building Permits}
4. USE
jfj
5. IMPROVEMENTS OF LESSOR
6. IMPROVEMENTS OFF LESSEE
7. -CONSTRUCTION BOND
S. OWNP.RSMP OF IMPROVEMENTS
9. PLEDGE OFLBASEHOLD INTEREST
10. RENT
f.
It. TRENT 'DEPOSITS
12. GROSS �RECEIPTS
13. RECORDS, ACCOUNTS, STATEMENTS, AN•DAUDITS
14. PROPERTY TAM
15. LICENSES AND PERMITS
16. MANNER OF OPERAMN
17. CONFORMITYTO-LAW
19. MAINTENANCE AND i211PAM
19. DESTRUCTION
20. INDE, MNIFICATION
21. IN, S UR.A N CF.
22, UTILITIES
23. DEFAULT
a
RFP NO. 134-84
INDEX (Continued)
24, BANKRUPTCY OR INSOLVENCY
25, SUBLEASE AND ASSIGNMENT
26. INSPECTION OF PREMISES
27, NOTICEt
28. ATTORNEY FEES
29. WAIVER
30. TIME OF ESSENCE
31. TERMS BINDING ON SUCCESSO
32, SIGNS
33. FEDERAL APPROVAL
34. AUTOMOBILE PARKING
35. FORCE MAJEUREt.
RS
?,FP NO. 134-84
13
This lease Is executed on February 8 19 85 ,
between THE CITY OF MIAMI BEACH, a Municipal Corporation of the `State of VForm
whose pclnclpal office Is located at 1760 =Convention 'Center Drive, Miami Beach,
Florida 33139, as LESSOR, and SPECIALTY RESTAURANTS CORPORATION; as LESSEE.
IT 15 AGREED AS FOLLOWS:
1. DESCRIPTION OF THE PREMISES1
'For and In consideration of the mutual promises herein contained, Lessor hereby leases
to -Lessee, and Lessee hereby leases from Lessor lfcertaln real property (hereinafter
referred to as the Premises) described In "Exhibit A-0 signed by the parties hereto
and Incorporated by reference.
2. TERM.
The term shall be twenty (20) years commencingisIx months after the date Lessot
notifies Lessee in writing that Lessor's work (as h6reinafter defined) Is completed, or
the date Lessee commences business, whichever occurs first. This lease agreement
shall have tw;o (2), ten-year options for renewal pt,bvided that the Lessee will request
each option from the Lessor by writing The City Manager at least one (1) year prior to
the expiration of the term preceding the term of the. requested option,
3. CONDITIONS SUBSBOUENT.,
Liquor License. Lessee shall promptly apply for aj liquor license front the appropriate
governmental authorities. Lessee shall use every !reasonable effort and due diligence
to obtain a liquor license permitting only thy; dispensing and tale of alcoholic
beverages or) the premises for consumption on the premises. It is understood and
agreed that the Lessee shall obtain a liquor llcense within one hundred twenty (120)
days from the execution of this contract. If for 14 bona fide reason, not the fault of
the Lessee, the Lessee does not obtain a liquor 116nse for the premises, then this lease
shall immediately terminate and Lessee's rent dep'oslt shall be refunded. The Lessee
shall be required to use Its best efforts and shall use due diligence in obtaining a. liquor
11rense from the appropriate governmental author#les.
Upon termination of this lease for any cause whatsoever, .the licenses, Including the
liquor license, shall become the property of the Ctty of Miami Beach, Its successors or
assigns and the Lessee shall fully cooperate In gra'tuitously tranterring the ilcenses to
the Lessor.
4. USE. -
Lessee shall use the Premises for the sole 'purpose of constructing, equipping,
-furnishing, and operating a dining facility, cocktail lounge, and/or banquet facility, as
herein defined, and for purposes Incidental thereto, and for no other purpose
whatsoever, the latter subject to the written approval of the City Manager.
RFP NO, 134-84
3. IMPROVEMENTS OF LESSOR:
Lessor agrees to commence construction and In#ailation on the -Premises of the
fallowing Improvements and pursue said work' with dime diligence:
To the Site
City to provide the following installations up to the sites
(1) Roads with landscaping and street lighting
(2) Electricity (not transformer)
(3)' Water supply
(4) Sanitary sewer
(5) Cas
(6) Telephone
6. IMPROVEMENTS OF LESSEE:
Within ninety (90) days after Lessor notifies Lessee In writing of,Lessor's approval of
final working drawings and speclflcatlons, Lessee shall commence construction and
installation on the Premises of the foll-owing improvements and pursuesaid work with
due diligence,.
(1) The LESSEE offers to enter .into an agreerrient with the City of Miami Beach,
Florida for the exclusive development, construction and operation of a first-
class,. 200»seat (minimum), restaurant *hosequality of food, service,
atmosphere, personnel and equipment shall !be comparable to other first-class
restaurants In lade and Broward Countie''s for South Pointe lark, per the
specifications of the bid proposal found in RfP No. 134-84.
(2) Item I shall consist .of a restaurant of not less than 1.6,000 to 18,000 square feet
with not less than 200 -person dining capacity and cocktail. lounges, serving not
less than 200 -sea -ted guests. ,
(3) Within thirty (30) days after the lease agreement Is signed, the Lessee shall
submit to the Lessor schematic design plans. Thirty (30) days after approval by
the City Manager of the schematic plans, design development plans shall be
submitted. Final working drawings, specifications and construction contract
documents shall be submitted ninety (90) days after the City Manager's approval
of the preliminary plans. After approval by the City Manager of Dworkin
drawings, sixty (60) days will Be allowed foi the receiving of bids and thirty (301
days to award, same and commence construction. Upon award of bid, the Lessee
shall be permitted nine {9) months for the construction of the above-mentioned
facilities.
(4) The Lessee shall be solely responsible for complete utility service of the facility.
All 'Improvements of Lessee shall be solely at Lessee's cost and expense and shall
be performed In a good workmanlike ;,manner in accordance with sound
construction practices. Lessee shall keep ;`.the Premises and 'sald Irrmproyements
free and clear of liens for labor and rriaterlal and shall hold Lessor harmless from
any responsibility in respect thereto.
The total cost of Lessee's Improvements on the Premises shall not be less than
one million seven hundred thousand dollars {$I,700,000).
RFP NO. 134-84
7, CONSTRUCTION BOND,
Lessee shall, prior to commencement of construction on the Fremlses by Lessee,
furnish Lessor a surety bond from a company duty 4 uthorized to do business In Florida
naming Lessor and Lessee as the principals and owners, •coYering 100% of the cost 61
constructing the Improvements, Including labor and material.
8. OWNERSHIP OF IMPROVEMENTS:
All improvements, furnishings, and equipment constructed or installed on. the Premises
by the Lessee, shall be personal property and Lessee shall have legal title thereto
during the term of this lease. Upon the expiration orterrranat'lon of this lease, title to
all permanent improvements constructed on the Prem - Ises shall vest In Lessor, Title to
all supplies, furnishings, inventories, and removable equipment and other personal
proparty shall remain in Lessee, and Lessee shall haY6 the right to remove. such items,
excepting licenses, from the Premises without darfiagin 'the Premises unless Lessee Is
In default hereunder.
9. PLEDGE OF LEASEHOLD INTEREST:
Lessee may from time to time pledge this lea"tehold Interest as security for any
bona fide loan or loans from reputable lenders or lending Institutions, but not beyond
the original lease term. Leasehold Interest shall not Include public land. Copies of all
agreements and legal instruments pertaining thereto Involving the pledge of the
leasehold interest as security, as contained in thIs* paragraph, shall be furnished to the
City Manager of the Lessor whose approval must be obtained prior to their execution.
10. RENT:
(1) Minimum Monthl,,( Rent, During the term of this lease, tesse,-, shall. pay Lessor
as minimum monthly rent, two thousand five hundred dollars ($2,300) per month
payW6"'IfVidvance at the address of Lessor on the first day of each month
beginning on the day Lessee commences business or two hundred forty (240) days
from the date Lessor notifies Lessee of ,Lessor's approval of final Working
drawings and specifications, whichever datq occurs first. If rent begins in the
middle of the month, rent for such month snail be prorated and paid In advance.
If the restaurant facility In the future becomes subject to real property or
possessory Interest taxes, the Lessee will be `msponslble for said taxes»
(2) Percentage Rent. The Lessee shall pay Lessor as percentage rent, in -accordance
with thelollowingi
2Y:t% to $2,5-06,000
3% $2,500,001 -. $4,800,000
3A% over $4;800,000
or two thousand five hundred dollars ($2,500)
per month minimum guarantee, whichever is the greater
11. RENT DEPOSITS;
On the date this lease Is executed, Lessee shall pay to Lessor the surn of fifteen
thousand dollars ($15j000) as advance payment of the first six. (6) months minimum
monthly rent due hereunder. The bid security of. fifteen hundred dollars ($1, 100) shall
be credited to the ,rent deposit .. In the event the Lessee defaults, the Lessor shall be
entitled to retain the rent deposit as liquidated damages. %
RFP NO. 134-94
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12. GROSS I ECEIPTSt
The term "gross receipts" as used herein shall Include all receipts, whether collected
or accrued, derived by Lessee or any licensee, concessionaire, or tenant of Lessee;
from all business conducted upon or from the Pr6mises, including but not limited to
receipts from sate of food, beverages, alcoholic beverages, merchandise, and rental of
space, or from any source whatsoever. The following items are excludedfrom gross
receipts, however:
(1) Receipts from the sale of waste or scrap materials resulting from Lessor's
operations on the Premises,
(2) Receipts from the sale or trade-In value of any furniture, fixtures, or equipment
used on the Premises.
(3) The cost or value of 'meals or discounts given to employees of Lessee.
(4) The cost or value of food and beverage used for entertainment and business
promotion purposes by officers and emplpye'es of Lessee: No trade outs may be
deducted from gross sales under this provision.
13. RECORDS, ACCOUNTS, STATEMENTS AND AUDITS -
Lessee shall. keep on the -Premises, or such other place within Dade County, Florida
approved by Lessor, true, accurate, and complete records and accounts of all sales,
rentals, and business being transacted upon or from the Premises and shall .give Lessor
or Lessor's represehtative access during reasonable business hours to examine and
audit such records and accounts.
Within thirty (30) days after each month of the term hereof, Lessee shall deliver to
Lessor a written monthly statement of the .grossreceipts for such month certified by
Lessee to be true, accurate, and complete.
Within sixty (60) days after each fiscal year, Lessee shall deliver to Lessor a written
annual statement of the gross receipts for such fiscal year. Said statement shall be
certified as true, accurate, and complete by Lessee, by and through a duly authorized
officer of Lessee, The 'City's Auditor or his de-sio ee shall have the right, during
regular business hours and upon the City's written request, to Lessee to audit; Inspect,
examine and copy the Lessee's fiscal and flnanclal records, books, ledgers, statements,
reports, tax returns and documents relating io this agreement and the .Lessee's
revenues thereunder throughout the term(s) of this agreement and for three (3) years
following its expiration or cancellation. The Lessee agrees to have such audit(s)
conducted at such locations within Dade County, Florida as are mutually convenient
to the parties,
14. PROPERTY TAXES -
During the term hereof, lessee shall pay all taxes of whatever nature lawfully levied
upon or assessed against the Premises and Improvements, property, sales, rentals or
operations thereon, including but not limited to, ad valorem sales and use taxes.
13. LICENSES AND PERMITS-. �
Lessee shall pay for all licenses, permits, and,fees necessary for ,Lessee to conduct
Lessee's business on the Premises.
RFP N6. 134-84
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16. MANNER OF OPERATION -
(1) Lessee shall keep the restaurant and cock -tall lounge reasonably stocked with
food and beverage .and reasonably staffed to serve the patrons thereof, and
Lessee shall rnaintaln a standard of quality of food and beverage at feast equal to
slrhilar operations in the'area at reasonably comparable prices.
{2} The facilities to be constructed by the Lessee shall be open seven �(7) days a
week, with the exception of Christmas Eve, or such other days that are approved
in writing by the City Manager.
(3) Minimum hours of operatlon.
Lunch and Dinner, five (5) days a week- 11.00 a.m. to 11:00 p.m.
Dinner two additional days a week W 5000 .p.m, to 11.00,p.m:
Any changes in hours of operation are subject to approval of. the City Manager.
Nothing herein contained shall .be construed to authorize hours contrary to the
laws governing such operations.
17. CONFORMITY TO LAW.,
Lessee shall comply with .all laws, ordinances, regulations, and orders of Federal,
State, County and Municipal. authorities pertaining to the Premises and Lessee's
improvements and operations thereon.
That the Lessee covenants and agrees that there ivlll be no discrimination as to racy:,
color, creed or national origin in the use of the demised'Prernises.
18. MAINTENANCE AND REPAIRS,
During the term hereof, Lessee, at i.,essee's expense, shall, to the satisfaction of the
Lessor, keep and maintain the Premises and all ;Improvements thereon in good and
sanitary order, condition, and repair, consistent with the operation of a first-class
duality restaurant in the Dade and Broward County area. Upon expiration or
termination hereof, Lessee shall surrender and deliver up to Lessor the Premises and
all permanent improvements thereon in good and usable condition, ordinary wear and
tear excepted.
19. DESTRUCTION -
In the event. the Premises shall be destroyed or so damaged or injured by fire or other
casualty during the We of this agreement whereby the same shall be rendered
untenantable, then the Lessee shall render said 'remises tenantable by repairs within
two hundred forty (240) days therefrom; or such additional period of time as agreed to
by Lessor's City Manager in writing. Rent shall, abate during the time the premises are
untenantable, provided, however that if the period of untenabulty shall exceed two
hundred forty (240) days the City shall have the sole option of cancelling or
renegotiating this agreement, at its discretion.
In the event the Premises are substantially destroyed or so damaged or injured by fire
or other casualty that the Premises cannot be rendered tenantable or that Lessee
elects not to replace within the two hundred forty .(240) day period as set forth above,
or such additional period of time as agreed to by the Lessor's City Manager, then the
proceeds of the insurance policy or policies covering such loss or damage shall be paid
to the City of .Mlarril Beach and the Lessee 'as their Interests appear, and this
agreement shall be deemed terminated and the rent shall be payable only to the date
RFP NChaLUW1kPremises are rendered untenantable,
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20, INDEMNIFICATION,
Lessee shall Indemnify and hold harmless Lessor, Its employees, and officials from
claims, causes, demands, suits, actions, damages and, liabilities arising from Ileus or
claims of any kind or nature whatsoever resulting from the use, activities, and
operations of Lessee an or about the Premises and shall pay all judgments (Including
casts; Interest and attorney's fees) which may be rendered thereon.
21. INSURANCE:
At all times during the term hereof, Lessee shall maintain in full force and effect the
following described Insurance covering the Premises and Lessee's ;Improvements and
operations thereon;
(1) Public Liability Including Products Liability Insurance:
Not less than one million dollars ($1,000,000) for death of, or Injury to, any one
person in anyone occurrence.
Not less than one million dollars ($1,000,000) for death of, or Injury to, two or
more persons in any one occurrence.
Not less than one million dollars ($1,000,000) property damage.
{2) Fire and Extended Coverage;
Ninety percent (9096) of replacement value of all improvements. CertifIcates of
such insurance shall be delivered to Lessor prior to the beginning of any
construction by Lessee, such policies shall name Lessor as additional insured and
shall provide that Lessor's Insurance Manager be given at least thirty (30) days
advance written notice of cancellation or material modification. All
Certificates of Insurance shall be filed with the City insurance Department of
the City of Miami Beach, Florida.
The Insurance provided for herein shall be written by a company who is rated A -X or
better In Best's Key Rating Guide (latest edition) who is authorized to do business in
the State of Florida and coumtersigned through an agent authorized to do business in
the State of Florida. The insurance company and the amount of coverage shall be
subject to the approval -of the'Lesm's City Manager, and the proceeds payable under
section (2) hereof shall be assignable to the City of Miami Beach pursuant to
paragraph 1.9 of this lease.
22. UTILITIES. 5
Lessee shall promptly pay for charges for water, gas, sewer, electricity, telephone,
and all other charges for utilities which may beJurnished to the Premises during the
term hereof.
IFP NO. 134-84
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23. DEFAULTS
(I) If Lessee abandons or vacates the Premises prior to the expiration of the 'term
hereof, or
(2) If .Lessee falls to make the cent payments as set forth herein and sald payment is
not made within 15 days after written notice is given to Lessee, or
(3) If Lessee fails to perform in ,accordance with any of the other terms and
conditions herein contained, and such default is not cured'within thirty (30) days
after written notice is given to Ltssee then Lessor, at Lessor's option and
without further notice or demand to Lessee,. may enter Into 'possession of the
Premises and all improvements thereon and remove all persons, therefrom and
may either take possession of all furniture, equipment, .and other personal
property of Lessee found on the Premises or.remove.such property,or any part of
it and store It at Lessee's expense, Lesson .may then either terminate this lease
or re-let the; Premises without prejudice to;Lessor's lawful rights and remedies
a.gainstLessee, In the event Lessor elects to re-let the Premises for such rent
'and upon such terms as Lessor maybe able. to obtain, Lessee shall continue to
pay any difference between the rent obtained by such re-letting and the rent due
hereunder.
24. BANKRUPTCY OR INSOLVENCY:
df Lessee is adjudicated a bankrupt or makes an assignment for the benefit of
creditors, or if the leasehold interest is sold under a -legal order, or judgment, ,Lessor
shall have the right to Immediately terminate this lease and re-enter the Premises
without notice or demand.
25. SUBLEASE AND ASSIGNMENT:
Lessee shall not sublease the Premises or any part thereof nor assign this lease to any
other person or firm without first obtaining City Cb mmisslon approval therefor.
26. INSPECTION OF PREMISES: �
i
For the purpose of inspection, Lessor hereby reserves the right to enter upon any part
of the. Premises at any time during the period the businesses to be open under the
terms of this lease.
27. NOTICES:
All notices and rental payments shall be sent to the parties at the following addresses:
LESSOR: The :City of Miami Beach
City Manager
1700 Convention Center Drive
Miami Beach, Florida 33139
LESSEE: Specialty Restaurants Corporation
President
2977 Redondo Avenue
Long 13each, CA 90806
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RFP NO. 13484
27. NOTICES: {Continued)
Lessor and Lessee may change such addresses at any time upon giving the other party
written notification.
All notices under this lease must be In writing and shall be deemed to be served when
delivered to the address of the addressee. All notices served by mail shall be
registered mail,, return -receipt requested.
Lessee may designate additional persons for notification of default.
28. ATTORNEY.FEES:
Lessee agrees to pay the cost of collection and twenty percent (2.0%) attorneys' fees
on any part of said recital that may be collected by suit or by attorney after the same
is past due.
29. WAIVER-.
No waiver by Lessor at anytime of any of the terms or conditions of the lease shall be
deemed a waiver at any time thereafter of the same or any other terms or conditions
hereof.
30. TIME OF ESSENCE.
Time shall be of the essence of this lease.
31. TERMS BINDING 'ON SUCCESSORS. -
Z
All of the terms and conditions of this lease shall lnsurs to the benefit of and be
binding upon the successors and assigns of the parties hereto,
32. SIGNS:
No signs whatsoever, including advertising signs, shall be erected or permitted upon
the Premises until the pians therefor have first been submitted to the City Manager of
the City of Miami Beach, and he shall approve said plans for the design and
construction thereof in writing.
33. FEDERAL APPROVAL -
The parties to this agreement recognize that this agreement shall 'be subject to
receiving written approval from the Federal: Agencies having jurisdiction over
development, construction and operation of the South. Pointe Park. This Lease shall not
be effective until Lessee has been notified by registerEd mail that all applicable
Federal Agency approvals have been granted.
RFP NO. 134-94
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34. AUTOMOBILE PARKING -
Lessor -warrants
ARKING:Lessor•warrants that adequate automobile parking space adjacent to the. premises for
Lessee's patrons and employees shall be made available by Lessor. In the event that
Lessor charges a parking fee, Lessor agrees to refund any parking fees to the patrons
of the restaurant upon presentation of a validated restaurant parking ticket.
36. FORCE MAJEURE:
The performance :of any .act by Lessor or Lessee hereunder may be ;delayed or
suspended at any time while, but only so long as, either party is hindered in or
prevented from performance by acts of God, the elements, war, rebellion, strikes,
lockouts, or any othee cause beyond the reasonable control of such party, providing,
however that if the condition of force majeure exceeds a period of two hundred, forty
days (240) days,the' City may at itssole option and discretion, cancel or renegotiate
this lease.
RFP NO. 13444
IN WITNESS WHEREOF, the parties have executed this lease on the date #irst above
written,
LESSOR: By:
CITY OE MIAMI BEACH
/�- -
By: t MAYO
Attest::C�/l.� G
CITY -C RK ;5-
LESSEE:
5LESSEE: SPECIALTY RESTAURANTS CORpnRATTON
NAME
Y .�
Type Names CHARLES E, WHITE, EXECUTIVE VICE PRESIDENT
DAVID C. TALLICHET, JR,, PRESIDENT
By:
Attest: t.reJ
SECR&�R
QUEI NE WHITBECK
FORM APPROVED (CORPORATE SEAL)
LEGAL. DEPT:
ey. /I ..
We
RFP NO. 134-84
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STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
ON JANUAR't 30, 19 85 f before me the
undersigned Mowry Public, In And tor said County and State, personally Appeared
DAVID C. TALLTCHET, JR,,.PRE'SIDENT
CHARLES E, WHITE. EXECUTIVE VICE .PRE9., known to me to be the person(s) whose
nameW is(are) subscribed to the attached instrument and acknowledgedthat he (they)
executed the same.
WITNESS my hand and official seal
OF;10AL SEAL
I".. CAPOU' M, COUILLARD
NOTARY PUBLIC in an for County ancf State
vr,IHCIPAt. 01`1`44 IN
to AIICSLCS COUKTY CAROLE M—COUILLARD
MY CX94ILS JAIUA�RY 23, 1987
REP Nil",, I'Ah 3n
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EXHIBIT "A -P
� \f,N� �t a
Ml )'Y1�11IJ
ExmrT "A-r
DESCRIPTION OF PROPERTY
A 1000 x. 1601 parcel of land within South Pointe Park ldcated-30 -feet north of Government
CUt and adjacent td. the. Amphitheater structure which !Is west of the Coastal Const6JOIon
0
RTP No. 154-44