2012-28088 Reso RESOLUTION NO.' 2012-28088
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING AN ASSIGNMENT FROM SYANNA,
LLC., A FLORIDA LIMITED LIABILTY CORPORATION, AS
LESSEE/ASSIGNOR, ITALIAN FOOD FACTORY, LLC., A FLORIDA LIMITED
LIABILTY CORPORATION, AS ASSIGNEE/NEW LESSEE, OF THAT
CERTAIN LEASE BETWEEN THE CITY AND ASSIGNOR, DATED
NOVEMBER 17, 2010, INVOLVING THE USE OF APPROXIMATELY 2,216
SQUARE FEET OF CITY-OWNED PROPERTY LOCATED AT 22
WASHINGTON AVENUE FOR USE AS AN OUTDOOR CAFE; SAID LEASE
HAVING A COMMENCEMENT DATE OF NOVEMBER 18, 2010, AND
EXPIRING ON NOVEMBER 17, 20159 WITH AN OPT_ ION TO RENEW FOR
FOUR (4)YEARS AND 364 DAYS.
WHEREAS, on November 17, 2010, the Mayor and City Commission adopted a Resolution
approving a Lease Agreement between the City and Syanna, LLC (Tenant), involving approximately
2,216 square feet of surplus City-owned property located at 22 Washington Avenue (Premises), for use
as an outdoor seating area to serving the Tenant's restaurant located adjacent to the Premises at 816
Commerce Street(Lease Agreement); and
WHEREAS, the initial term of said Lease Agreement is for a period of five (5) years, commencing
on November 18, 2010 and expiring on November 17, 2014, with one (1) renewal option of four(4) years
and 364 day; and
WHEREAS, due to certain complications, the Tenant was forced to close the restaurant in April,
2012, and informed the Administration that it has successfully negotiated an agreement to sell its entire
leasehold interest in the restaurant to a high-end Italian chain restaurant operator and was seeking the
City's consent to assign his interest in the City's property to the same party; and
WHEREAS, Article 12.1 of the Lease Agreement provides the Tenant the right to assign or sublet
the Demised Premises, in whole or in part, subject to and conditioned upon the City's prior written
consent.which shall not be unreasonably withheld; provided that the Premises continues to operate in
accordance the terms and conditions provided for in the Agreement; and
WHEREAS, the proposed Assignee, which has incorporated under the name of Italian Food
Factory, LLC, is owned by Augusto Reitano of the Italian Reitano Group, which meets the financial criteria
required of an authorized Assignee as provided for in Article 12.1 of the Lease Agreement.
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 approve an assignment
from Syanna, LLC., a Florida Limited Liability Corporation, as Lessee/Assignor, to Italian Food Factory,
LLC., a Florida Limited Liability Corporation, as Assignee/New Lessee, of that certain Lease between the
City and Assignor, dated November 17, 2010, involving the use of approximately 2,216 square feet of
city-owned property located at 22 Washington Avenue for use as an outdoor cafe; said Lease having a
commencement date of November 18, 2010 and expiring on November 17, 2015, with an option to renew
for four(4) years and 364 days.
PASSED AND ADOPTED this 12th day of December, 2012.
ATTEST: �►`�� B E,9
' APPROVED AS TO
M & IANGUAGE
INCORP ORATED:Rafael anado C y Clerk i Herrera ower, Mayor
&FOH EXECUTION
TAAGENDA\2012\12-12-12\Syanna RESO.
H2 - a
ity ey ate
COMMISSION ITEM SUMMARY
Condensed Title:
A Resolution Of The Mayor and City Commission of The City of Miami Beach, Florida,approving an assignment from
Syanna, LLC as Lessee/Assignor, to Italian Food Factory, LLC., as Assignee/New Lessee, of that certain Lease
between the City and Assignor,dated November 17,2010, involving approximately 2,216 square feet of City-owned
property at 22 Washington Avenue for use as an outdoor caf6.
Key Intended Outcome Supported:
To Ensure Well-Maintained Facilities
Supporting Data(Surveys, Environmental Scan,etc.):The 2012 Community Satisfaction Survey indicates that
80%of residents and 73%of businesses rate the appearance and maintenance of the City's property as excellent and
good.
Issue:
Shall the City Commission approve the assignment
Item Summa /Recommendation:
On November 17, 2010, the Mayor and City Commission adopted a Resolution approving a Lease Agreement
between the City and Syanna, LLC(Tenant),involving approximately 2,216 square feet of surplus City-owned property
located at 22 Washington Avenue (Premises), for use as an outdoor seating area to serve the Tenant's restaurant
located adjacent to the Premises at 816 Commerce Street. Since its opening in February,2011, Syanna enjoyed a
successful but all too brief operation, before closing in mid-April,2012.On October 2,2012,the Tenant informed staff
that an agreement had been reached to sell his entire leasehold interest in the restaurant to an Italian-owned
restaurant operator,and was seeking the City's consent to assign his interest in the City's property to the same party.
Article 12.1 of the Lease provides the Tenant the right to assign or sublet the Demised Premises, in whole or in part,
subject to and conditioned upon the City's prior written consent,which shall not be unreasonably withheld; provided
that the Premises continues to operate in accordance the terms and conditions provided for in the Agreement.The
proposed Assignee,-which has incorporated under the name of Italian Food Factory, LLC, is owned by Augusto
Reitano of the Italian Reitano Group,which has extensive hotel and real estate holdings in Italy,New York,and Miami,
including the recent acquisition of a restaurant located at 440 Espanola Way in Miami Beach.
Based on financial references and other pertinent information provided by the prospective Assignee, the
Administration recommends in favor of approving the proposed assignment of the Lease Agreement to Italian Food
Factory,LLC,for use of the Demised Premises,located at 22 Washington Avenue,subject to the terms and conditions
provided for in the Lease Agreement.
Advisory Board Recommendation:
N/A
Financial Information:
Source of Amount Account
Funds:
Total
Financial Impact Summary:
City Clerk's Office Legislative Tracking:
Anna Parekh x 6471
Sign-Offs:
cting AAssistant
Department Director Manager Interipfoity Manager
AP MS KB
T:AGENDA\20120ecember 121Syanna Assignment Sum.doc
I
MIAMI .
AGENDA STEM 670
� SATE
MIAMI BEACH
City of Miami Beach, 1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamibeachfl.gov
COMMISSION MEMORANDUM
TO: Mayor Matti H. Bower and Members of the City Commission
FROM: Kathie Brooks, Interim City Manager �` h
DATE: December 12, 2012
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING AN ASSIGNMENT FROM SYANNA,
LLC.,A FLORIDA LIMITED LIABILTY CORPORATION,AS LESSEE/ASSIGNOR,
TO ITALIAN FOOD FACTORY, LLC., A FLORIDA LIMITED LIABILTY
CORPORATION, AS ASSIGNEE/NEW LESSEE, OF THAT CERTAIN LEASE
BETWEEN THE CITY AND ASSIGNOR, DATED NOVEMBER 17, 2010,
INVOLVING THE USE OF APPROXIMATELY 2,216 SQUARE FEET OF CITY-
OWNED PROPERTY LOCATED AT 22 WASHINGTON AVENUE FOR USE AS
AN OUTDOOR CAFE; SAID LEASE HAVING A COMMENCEMENT DATE OF
NOVEMBER 18, 2010, AND EXPIRING ON NOVEMBER 17, 20159 WITH AN
OPTION TO RENEW FOR FOUR (4) YEARS AND 364 DAYS.
BACKGROUND
On November 17, 2010, the Mayor and City Commission adopted a Resolution approving a
Lease Agreement between the City and Syanna, LLC (Tenant or Syanna), involving
approximately 2,216 square feet of surplus City-owned property located at 22 Washington
Avenue (Premises), for use as an outdoor seating area to serving the Tenant's restaurant
located adjacent to the Premises at 816 Commerce Street.
Since entering the Lease, Syanna's owner and managing principal, Symcha Zilberman has
invested more than $800,000 to build out the restaurant, which is the subject of a separate
lease agreement between the Tenant and the owner of the adjacent 816 Commerce Street.
The Tenant also spent and additional$80,000 in improvements to re-landscape and improve
the City-owned property, which is capable of accommodating 46 seats, or 50% of the
restaurant's total seating inventory. A site plan and picture of the Premises is included as
Attachment A to this memorandum.
The initial term of the Lease Agreement between the City and Syanna, was for a period of
five(5)years, commencing on November 18, 2010, and expiring on November 17,2015,with
one (1) renewal option of four (4) years and 364 days. The current rent is $30.00/sq.ft. or
$66,480 per year. The rent was originally$25.00/sq.ft. or$55,400per year, and escalated,
pursuant to our Lease on November 18, 2012.
ANALYSIS
Since its opening in February, 2011, Syanna enjoyed a successful operation, before closing
in mid-April, 2012. Unfortunately, due to a medical condition, Mr. Zilberman has been unable
to continue operating and managing the restaurant and has been exploring other
1
Syanna, LLC Assignment of Lease
December 12, 2012
Page 2 of 2
opportunities to reopen the restaurant. The Tenant pursued management agreements
and/or partnership arrangements while making every effort to maintain the Lease in good
standing and not compromise his investment in the Premises.
On October 2, 2012, Mr. Zilberman informed staff that he was in the process of negotiating
an agreement to sell his entire leasehold interest in the restaurant to a high-end Italian chain
restaurant operator and was seeking the City's consent to assign his interest in the City's
property to the same party. Article 12.1 of the Lease provides the Tenant the right to assign
or sublet the Demised Premises, in whole or in part, subject to and conditioned upon the
City's prior written consent, which shall not be unreasonably withheld; provided that the
Premises continues to operate in accordance the terms and conditions provided for in the
Agreement.
The prospective Tenant/Assignee, which has incorporated under the name of Italian Food
Factory, LLC, is owned by Augusto Reitano of the Italian Reitano Group, which has
extensive hotel, resort and real estate holdings in Italy, New York and Miami. The Group
currently owns a high-end Italian restaurant located in New York's Soho district called
Piccolo Cucina and has also recently acquired a restaurant in Miami Beach located at 440
Espanola Way, to be operated under the same name. Promotional and background
information concerning the prospective Tenant is included as Attachment B, along with
Tenant's extensive financial references are included as Attachment C to this memorandum.
It should be noted that the financial references also include an Independent Accountant's
Compilation Report detailing the prospective Tenant's holdings and statement of financial
condition. In consideration of the fact that the proposed transfer only involves a relatively
small parcel of surplus City property that is being used as outdoor seating for the adjacent
restaurant, the Administration believes the financial information provided adequately
demonstrates the prospective Tenant's capacity to assume the Lease and doesn't warrant
further reporting at this time.
Furthermore it should be noted ha h '
t t the pending sale of the Tenant's leasehold interest in
the restaurant itself,which is not owned by the City, is contingent upon the City's consent for
the Tenant to assign its interest in the Premises.
While the Tenant sought the City's consent to the assignment over a month ago, the
Administration was unable to proceed or recommend the consent until the City was made
whole on back rent owed for the months of October and November, including penalties and
interest. On November 30, 2012,the tenant issued a wire transfer in the amount of$16,902,
covering all past amounts due as well as rent for the month of December. Therefore, in light
of the Tenant's good standing and the financial capability of the proposed new tenant, the
Administration recommends that the City consent to the assignment of the Lease.
CONCLUSION
The Administration recommends in favor of approving the proposed assignment of the
Lease Agreement to Italian Food Factory, LLC,for use of the Demised Premises, located at
22 Washington Avenue, subject to the terms and conditions provided in the Lease
Agreement.
KGB/MS/AP
Attachments
T:\AGENDA\2012\12-12-12\Syanna Assignment Memo.doc
Syanna, LLC Assignment of Lease
December 12, 2012
ATTACHMENT A
22 WASHINGTON AVENUE
SITE PLAN
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December 12, 2012
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Syanna, LLC Assignment of Lease
December 12, 2012
ATTACHMENT C
REITANO GROUP
FINANCIAL REFERENCES
NOU-05-2012 16:1? OPPENHEIMER 212 716 8016 P.02/02
rjZPENHE1MEk 925 Thiri Av n e inc.
5325 Third Avenue 17Th Floor
New York,NY 10022
Phone 212-716-8001
Fax 212-716-8002
'roll Free 800-609-7147
Transacts Business on all Principal Exchanges
November 2, 2012
To:Whom It May Concern
Fr: Maximillian Santos
Re:Augusto Reitano
As of November 2,1012, Mr.Augusto Reitano has an account value of$2,574,974 here at
t
Oppenheimer &Co t-Inc
i
�.
Maximillian Santos
Executive Director-Investments
Private Client Division
Oppenheimer&Co. Inc.
825'Third avenue, 17th Floor
New York, NY 10022
(212)699-7846 Voice
(212) 716-8002 Fax
(877)598-5957 Toll Free
Max.Santos @o co.com
www.a co-com
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miwft ae for yoar OWS##finer L Ca lm soaduttl sal wA a Fans 1099 ad Audi
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and rro ham murms beliaved 10 be rdhNe bat=e fat WO wfosalad ly
u n le etCLraiT or�Ftetenes far do tbq repPodMt Wawleed m'1oHt hrt UIe
TOTAL P.02
MR.AUGUSTO REITANO
COMPILED
STATEMENT OF FINANCIAL CONDTI'ION
DECEMBER 31,2010
P naro c
CERTIFIED PUBLIC ACCOUNTANTS
TAX & FINANCIAL ADVISORS
MAURIZIO AMERI
WILLIAM LAST
ASIT SARKAR
SONNY ANAND
JOSEPH M.CATALANO
LUIGI PERIN
A.ADELCHI ROSSI
Principul
INDEPENDENT ACCOUNTANT'S COMPILATION REPORT
PAOLO ZANOTTI
To Mr. Augusto Reitano Principal
SHELDON SATLIN
We have compiled the accompanying statement of financial condition of Mr. ofcounsei
Augusto Reitano as of December 31, 2010, in accordance with the Statement of
Position 82 - 1, "Accounting and Financial Reporting for Personal Financial MINDYPIATOFF
Statements", issued by the American Institute of Certified Public Accountants. Special Cbunwl
This compilation is limited to presenting, in the form of a financial
statement, information that is the representation of Mr. Augusto Reitano. We have not
audited or reviewed the accompanying financial statement and, accordingly, do not
express an opinion or any other form of assurance on it.
New York, N.Y.
April 18, 2012
New York Empire State Building www.funatncom Milan Italy
350 Fifth Avenue,41 st Floor New York,NY 10118 Via Vittor Pisani,20 20124 Milano
Tel: (212)947-3333 Fax: (212)947-4725 Tel: (02)80.50.90.53
Member of CPA USA Network with associate ofices in all principal cities nationwide Member ofAXPA Private Companies Practice Section
MR.AUGUSTO REITANO
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31,2010
Assets
Cash and cash equivalents $ 100,000
Investments
Synergy Pharmaceuticals Shares (traded OTC, Note 1) 21,559,762
Italian Companies (Real Estate,Note 2) 59,686,811
Other personal property 50,000
$ 81,396,573
Liabilities
Miscellaneous liabilities $ 101000
Estimated income taxes
Estimated income taxes on the differences between the
estimated current values of assets and the estimated
current amounts of liabilities and their tax bases (Note 3) 30,561,585
Net worth $ 50,824,988
81,396,573
See independent accountant's compilation report and notes to financial statement
MR.AUGUSTO REITANO
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31,2010
BACKGROUND
The accompanying statement of financial condition includes the assets and
liabilities of Mr. Augusto Reitano. Assets are stated at their estimated
current values, and liabilities at their estimated current amount.
Provisions for income taxes are based on the taxes that would be owed if
all the assets were liquidated and all the liabilities paid on the date of the
statement. It is included also the net worth value.
Mr. Reitano is an Italian citizen and a resident of Italy for tax purposes.
NOTE 1 SYNERGY PHARMACEUTICALS
Mr. Reitano, through its wholly-owned subsidiary ANCR Holdings LLC,
owns shares in Synergy Pharmaceuticals Inc. ("Synergy"). Synergy is a
biopharmaceutical company focused primarily on the development of
drugs to treat gastrointestinal disorders and diseases.
The value of the Synergy shares held by Mr. Reitano as of December 31,
2010, was determined by using over the counter official website
(otcmarkets.com).
The price used for the valuation is $7.00. The number of shares held by
Mr. Reitano, as of December 31, 2010, is 3,079,966. As a result, the value
of the Synergy shares held by Mr. Reitano as of December 31, 2010, was
$21,559,762.
Synergy's shares are currently traded on the Nasdaq Stock Market. The value
as of April 9, 2012 is $4.00 per share.
NOTE 2 REAL ESTATE (CONT.)
Mr. Reitano owns directly and indirectly the following Italian corporations
that are engaged in the real estate business: Assisi Immobiliare S.r.l, Cellini
Real Estate S.r.l., Cellini Real Estate 2010 S.r.l., Immobilarca S.r.l., M&G
S.r.l., Residenza Navigli S.r.l., Patmos Immobiliare S.r.l. and R Group
Charter S.r.l.
The real estate assets consist primarily of luxury hotels and tourist resorts as
well as residential apartments and villas in prime locations throughout Italy.
MR.AUGUSTO REITANO
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31,2010
NOTE 2 REAL ESTATE (CONT.)
The estimated current value of the real estate companies has been provided
by reference to appraisals based on estimates of selling prices and selling
costs, obtained from independent real estate agents, net of the Italian income
taxes.
NOTE 3 PROVISION FOR INCOME TAXES
The accompanying statement of financial condition presents a provision for
the income taxes that would be owed if Mr. Reitano's assets were sold, and
all of his liabilities paid on December 31, 2010.
This provision will probably differ from the amounts of income taxes that
might eventually be paid because those amounts are determined by the
timing and the method of liquidation and the tax laws and regulations in
effect at the time of realization.
11/29/12 www.minbiz.org-Department of State
FLORIDA •
DIVISION
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Florida Limited Liability Company
ITALIAN FOOD FACTORY, LLC
Filing Information
Document Number L12000149500
FEI/EIN Number NONE
Date Filed 11/29/2012
State FL
Status ACTIVE
Effective Date 11129/2012
Principal Address
22 WASHINGTON AVENUE
MIAMI BEACH FL 33139 US
Mailing Address
22 WASHINGTON AVENUE
MIAMI BEACH FL 33139 US
Registered Agent Name &Address
THOMAS G. SHERMAN, P.A.
90 ALMERIA AVE
CORAL GABLES FL 33134 US
Manager/Member Detail
Name &Address
NONE
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f
Electronic Articles of Organization L12000149500
FILED 8:00 AM
For November 29, 2012
Florida Limited Liability Company sec. Of State
nculligan
Article I
The name of the Limited Liability Company is:
ITALIAN FOOD FACTORY, LLC
Article II
The street address of the principal office of the Limited Liability Company is:
22 WASHINGTON AVENUE
MIAMI BEACH, FL. US 33139
The mailing address of the Limited Liability Company is:
22 WASHINGTON AVENUE
MIAMI BEACH, FL. US 33139
Article III
The purpose for which this Limited Liability Company is organized is:
ANY AND ALL LAWFUL BUSINESS.
Article IV
The name and Florida street address of the registered agent is:
THOMAS G. SHERMAN, P.A.
90 ALMERIA AVE
CORAL GABLES, FL. 33134
Having been named as reg�'stered agent and to accept service of process for the above stated limited
liability company at the place designated in this certificate, I hereby accept the appointment as registered
agent and agree to act ul this capacity. 1 further agree to comply Mth the provisions of all statutes
relating to the proper and complete performance of my duties, and I am familiar with and accept the
obligations of my position as registered agent.
Registered Agent Signature: THOMAS G. SHERMAN
Article V
The effective date for this Limited Liability Company shall be:
11/29/2012
Signature of member or an authorized representative of a member
Electronic Signature:THOMAS G. SHERMAN
I am the member or authorized representative submitting these Articles of Organization and affirm that the
facts stated herein are true. I am aware that false information submitted in a document to the Department
of State constitutes a third degree felony as provided for in s.817.155, F.S. I understand the requirement to
file an annual report between January 1 st and May 1 st in the calendar year following formation of the LLC
and every year#lereafter to maintain"active" status.