593-2013 RDA Reso RESOLUTION NO. 593-2013
A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH
REDEVELOPMENT AGENCY (RDA), APPROVING AND AUTHORIZING THE MAYOR
AND CITY CLERK TO EXECUTE AMENDMENT NO. 3 TO THAT CERTAIN RETAIL
LEASE AGREEMENT BY AND BETWEEN THE CITY OF MIAMI BEACH, THE MIAMI
BEACH REDEVELOPMENT AGENCY (COLLECTIVELY, LANDLORD), AND PENN
17, LLC (TENANT), DATED SEPTEMBER 16, 2011, INVOLVING THE LEASE OF
APPROXIMATELY 7,655 SQUARE FEET OF GROUND FLOOR RETAIL SPACE AT
THE PENNSYLVANIA AVENUE GARAGE, 1661 PENNSYLVANIA AVENUE, MIAMI
BEACH, FLORIDA; AND FURTHER APPROVING, FOLLOWING A DULY NOTICED
PUBLIC HEARING AS REQUIRED BY SECTION 142-362 OF THE CITY OF MIAMI
BEACH CODE, AN ENTERTAINMENT COMPONENT, WHICH WILL BE ADDED AS
AN ADDITIONAL USE OF THE LEASED PREMISES IN CONJUNCTION WITH
TENANT'S RE-OPENING AND RE-BRANDING OF SUCH PREMISES.
WHEREAS, on April 13, 2011, the Mayor and City Commission adopted Resolution No.
2011-27647, approving a Lease Agreement (the "Lease"), between the City, the RDA
(collectively, City/RDA or Landlord) and Penn 17 LLC. (Tenant), having a term of nine (9) years
and 364 days, for use of approximately 7,655 square feet of ground level retail space at the
Pennsylvania Avenue Garage, 1661 Pennsylvania Avenue, Miami Beach, Florida, for a
restaurant (primary use), with ancillary uses for a bakery, a bar/cafe, and a book and gift shop
(the "Leased Premises" or "Premises"), which Lease was subsequently amended by First
Amendment to the Lease (Resolution No. 2012-0000) and Second Amendment to the Lease
(Resolution No. 2012-27925); and
WHEREAS, the Premises, which housed the Cooper Avenue Restaurant, have been
closed since December 17, 2012; and .
WHEREAS, following Tenant's request for a rent reduction and other relief, on
December 20, 2012, and January 24, 2013, the City's Finance & Citywide Projects Committee
(FCWPC) expressed support for providing some level of relief to the Tenant, subject to the
inclusion of specific release language absolving the City of any liability regarding Tenant's cost
overruns and claims related to loss of business, and therefore recommended in favor of the
following terms: 1) applying one-third (1/3) of the Tenant's existing Security Deposit,
representing $47,844, towards Base Rent owed for the month of November, 2012; 2) deferring
$8,474 for Common Area Maintenance (CAM) for November, 2012, and Base Rent, plus CAM,
for December 2012, in the total amount of $64,792 (Back-Due Rent); 3) approving an
abatement of 50% of the Base Rent and Common Area Maintenance (CAM) due for the six (6)
month period commencing January 13, 2013 through July 12, 2013; 4) deferring fifty percent
(50%) of the Base Rent and CAM for the six (6) month period, commencing July 13, 2013
through January 14, 2014 ("Deferral Period"), to be repaid by the Tenant in twenty four (24)
equal monthly installments, commencing in the sixth year of the Lease Term and ending on the
last day of the seventh year of the Lease Term; and 5) providing for re-payment by Tenant of
the one-third security deposit in the amount of $47,844 and re-payment of the Back-Due Rent
for November and December, 2012, in the amount of $64,791, to be repaid in twelve (12) equal
monthly installments commencing in the fifth year of the Lease Term and ending on the last day
of the fifth year of the Lease Term.
WHEREAS, on March 13, 2013, Mayor and City Commission adopted Resolution No.
2013-28167 (in conjunction with RDA Resolution No. 592-2013), accepting the FCWPC's
recommendation, and approving, in concept, the proposed terms for an Amendment No. 3 to
the Lease (which amendment, upon future final approval by the City/RDA, would include a
limited rent reduction and deferral plan, as well as a plan for Tenant's re-opening of the
Premises); and
WHEREAS, as further consideration for the City Commission's adoption of Resolution
No. 2013-28167, and conceptual approval for the rent reduction and deferral schedule, the
City/RDA required (and Tenant agreed to provide) a general release from Tenant, releasing the
City/RDA from any and all claims under the Lease; and
WHEREAS, Tenants plan to re-open the Premises included a plan to re-brand the
Premises under a different restaurant concept, which proposed including an entertainment
component (i.e. Tenant contemplated using part of the Premises as a lounge, featuring a
combination of a deejay and live music); and
WHEREAS, as required by City Code Section 142-362, the proposed entertainment use
requires City Commission approval, following a duly noticed public hearing; accordingly, as part
of its approval of Resolution No. 2013-28167, the City Commission set a public hearing for April
171 2013, to consider approval of Tenant's proposed entertainment use; and
WHEREAS, as of April 17, 2013, Tenant had not been able to solidify its plans for re-
opening the Premises and resolving other outstanding Lease issues; in order to allow Tenant
more time to resolve such outstanding issues, the City agreed to continue the public hearing
(and consideration of Amendment No. 3)to May 8, 2013; and
WHEREAS, on May 8, 2013, following Tenant's execution and delivery(on May 3, 2013)
of the general release to the City/RDA, the City opened and continued the public hearing (and
consideration of Amendment No. 3)to June 5, 2013; and
WHEREAS, thereafter, Tenant failed to adequately resolve the following outstanding
Lease issues: 1) Tenant failed to satisfy and/or otherwise resolve two (2) liens that had been
placed on the Premises (one of these liens resulting in the filing of a lawsuit against the City to
reclaim the unpaid monies); and 2)Tenant breached the Work Letter and Escrow Agreement by
failing to maintain its required minimum $50,000 Construction Deposit in the Lease Construction
Fund; and (3) failed to pay the May and June, 2013 rent; and (4) Tenant's managing member,
Amir Ben-Zion, advised the City, on May 15, 2013, that it had no intention of re-opening the
Leased Premises; and (5) unbeknownst to the City/RDA and without their required approval
under the Lease, subsequent to the execution of the Lease, Tenant's managing member, Mr.
Ben-Zion, transferred a 50% interest in Penn 17 LLC, to a Mr. Roman Cherstvov.
WHEREAS, on or about May 14, 2013, the City was notified of a sale proposal to sell
Mr. Ben-Zion's 50% managing interest in Penn 17 LLC (the Tenant entity), to a new entity, OBK
Project LLC (OBK), whereby Penn 17 LLC would continue as the Tenant under the Lease
(without Mr. Ben-Zion as a manager member), and Mr. Cherstvov and OBK would each have a
fifty percent(50%) membership interest in the Tenant entity; and
WHEREAS, in consideration of the City's agreement to set aside Tenant's default;
approval of OBK as a new owner/member of the Tenant entity (along with Mr. Cherstvov);
approval of a limited entertainment use on the Premises (which use, as proposed by Tenant,
would be in conjunction with, and only during, operation of the restaurant); and approval and
execution of Amendment No. 3 (including the limited rent reduction and deferral schedule
conceptually approved pursuant to City Resolution No. 2013-28167 and RDA Resolution No.
592-2013), Tenant agreed to:
1. pay the past due rent for May and June, 2013 and subsequent rent/Lease
obligations;
2. allow the disbursement of the outstanding balances of rent for November and
December, 2012 from the Security Deposit, and replenishing said disbursement over
a period of six (6) months, commencing on October 1, 2013, and ending March 1,
2014;
3. re-deposit the minimum required $50,000 Construction Deposit into the Tenant
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Construction Fund (under the Escrow Agreement);
4. be solely responsible for paying and prosecuting the work related to Tenant's prior
request to re-locate the Premises' air conditioning units to the roof of the
Pennsylvania Avenue Garage;
5. resolve and/or otherwise satisfy any outstanding contractor and sub-contractors liens
against the Premises; and
6. provide the City/RDA with an updated general release, releasing City/RDA from any
and all claims under the Lease.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRPERSON AND
MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY (RDA), that the
Chairperson and Members of the RDA hereby approve and authorize the Chairperson and
secretary to execute Amendment No. 3 to that certain Retail Lease Agreement by and between
the City of Miami Beach, The Miami Beach Redevelopment Agency (collectively, Landlord) and
Penn 17, LLC. (Tenant), dated September 16, 2011, involving the lease of approximately 7,655
square feet of ground floor retail space at the Pennsylvania Avenue Garage, 1661 Pennsylvania
Avenue, Miami Beach, Florida; and further approving an entertainment component, which has
been the subject of a public hearing as required by Section 142-362 of the City of Miami Beach
Code, which will be added as an additional use of the Leased Premises, in conjunction with
Tenant's re-opening and re-branding of such Premises.
PASSED AND ADOPTED THIS 5T" DAY OF JUNE, 2013.
HAIR PERSON
ATTEST:
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SECRETARY
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AMENDMENT NO. 3 TO THE RETAIL LEASE AGREEMENT (THE LEASE) BETWEEN THE
CITY OF MIAMI BEACH, THE MIAMI BEACH REDEVELOPMENT AGENCY AND PENN 17,
LLC, DATED SEPTEMBER 16, 2011, INVOLVING THE LEASE OF APPROXIMATELY 7,655
SQUARE FEET OF GROUND FLOOR RETAIL SPACE AT THE PENNSYLVANIA AVENUE
GARAGE, 1661 PENNSYLVANIA AVENUE, MIAMI BEACH, FLORIDA
Thi A dment No. 3 (Amendment) to Lease, is made and executed as of this r
day of f�P , 2013 (Effective Date), by and between the CITY OF MIAMI BEACH,
FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida
(City), the MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate and politic
(RDA), hereinafter referred to collectively as (Landlord), the PENN 17, LLC, a Florida limited
liability company, whose principal place of business is located at 3909 NE 163rd Street, No.
305A, North Miami Beach, Florida 33160 (Tenant).
RECITALS:
WHEREAS, on April 13, 2011, the Mayor and City Commission adopted Resolution No.
2011-27647, approving a Lease Agreement (the "Lease"), between the City, the RDA
(collectively, City/RDA or Landlord) and the Tenant, having a term of nine (9) years and 364
days, for use of approximately 7,655 square feet of rentable ground level retail space at the
Pennsylvania Avenue Garage, 1661 Pennsylvania Avenue, Miami Beach, Florida, for a
restaurant (primary use), with ancillary uses for a bakery, a bar/cafe, and a book and gift shop
(the "Leased Premises" or"Premises"); and
WHEREAS, on February 8, 2012, the Mayor and City Commission adopted Resolution
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No. 2012-27gyyapproving Amendment No. 1 to the Lease; and
WHEREAS, on June 6, 2012, the Mayor and City Commission adopted Resolution No.
2012-27925, approving Amendment No. 2 to the Lease; and
WHEREAS, the Premises, which housed the Cooper Avenue Restaurant, have been
closed since approximately December 17, 2012; and
WHEREAS, on March 13, 2013, following Tenant's request for a rent reduction and
other relief, which was considered by the Finance and Citywide Projects Committee (the
"Committee") at its meetings on December 20, 2012, and January 24, 2013, the Mayor and City
Commission adopted Resolution No. 2013-28167 (in conjunction with RDA Resolution No. 592-
2013), accepting the Committee's recommendation, and approving, in concept, the proposed
terms for an Amendment No. 3 to the Lease (which amendment, upon future final approval by
the City/RDA, would include a limited rent reduction and deferral plan, as well as a plan for
Tenant's re-opening of the Premises); and
WHEREAS, Tenant's plan to re-open the Premises included a plan to "re-brand" the
Premises under a different restaurant concept, which proposed including an entertainment
component (i.e. Tenant contemplated using part of the Premises as a lounge, featuring a
combination of a deejay and live music); and
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WHEREAS, as required by City Code Section 142-362, the proposed entertainment use
requires City Commission approval, following a duly noticed public hearing; accordingly, as part
of its approval of Resolution No. 2013-28167, the City Commission set a public hearing for April
17, 2013, to consider approval of Tenant's proposed entertainment use; and
WHEREAS, as further consideration for the City Commission's adoption of Resolution
No. 2013-28167, and conceptual approval for the rent reduction and deferral schedule, the
City/RDA required (and Tenant agreed to provide) a general release from Tenant, releasing the
City/RDA from any and all claims under the Lease; and
WHEREAS, as of April 17, 2013, Tenant had not been able to solidify its plans for re-
opening the Premises and resolving other outstanding Lease issues; in order to allow Tenant
more time to resolve such outstanding issues, the City agreed to continue the public hearing
(and consideration of Amendment No. 3) to May 8, 2013; and
WHEREAS, on May 8, 2013, following Lessee's execution and delivery (on May 3,
2013) of the general release to the City/RDA, the City opened and continued the public hearing
(and consideration of Amendment No. 3) to June 5, 2013; and
WHEREAS, despite the May 8, 2013 continuance, Tenant thereafter failed to adequately
resolve the outstanding Lease issues and, additionally, failed to pay its May (and subsequently
June) 2013 rent; and
WHEREAS, via e-mail on May 15, 2013, Tenant Penn 17 LLC's managing member,
Amir Ben-Zion, advised the City that it had no intention of re-opening the Leased Premises; and
WHEREAS, in addition to the aforestated Lease defaults, Tenant: 1) failed to satisfy
and/or otherwise resolve two (2) liens that had been placed on the Premises as a result of
Tenant's failure to pay certain subcontractors that had done work for it on the Premises (with
one of these liens resulting in the filing of a lawsuit against the City to reclaim the unpaid
monies); and 2) breached the Work Letter and Escrow Agreement (executed by City/RDA and
Tenant in conjunction with the Lease) by failing to maintain its required minimum $50,000
Construction Deposit in the Lease Construction Fund; and
WHEREAS, additionally, and unbeknownst to the City/RDA and without their required
approval under the Lease, Mr. Ben-Zion, who was the sole member and Manager of the Tenant
when the Lease was initially approved and executed, subsequently transferred a 50% interest in
Tenant, to a Mr. Roman Cherstvov; and
WHEREAS, on May 17, 2013, in light of all of the above defaults, the City/RDA issued a
Notice of Default to Tenant (the City's Notice); and
WHEREAS, Tenant has failed to cure the default(s) set forth in the City's Notice within
the cure period(s) provided for same, and is therefore in default under the Lease; and
WHEREAS, on or about May 14, 2013, the City was contacted by counsel for Mr.
Cherstvov regarding Tenant's proposal to sell Mr. Ben-Zion's 50% membership interest in
Tenant, to a new entity, OBK Project LLC (OBK); and
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WHEREAS, under the terms of the proposed sale, which requires prior approval of the
City/RDA under the Lease, Penn 17, LLC would continue as the Tenant under the Lease
(without Mr. Ben-Zion as its member), and Mr. Cherstvov and OBK would each have a fifty
percent (50%) membership interest in the Tenant entity; and
WHEREAS, in consideration of the City's agreement to set aside Tenant's default;
approve OBK as a new owner/member of the Tenant entity (along with Mr. Cherstvov); approve
a limited entertainment use on the Premises (which use, as proposed by Tenant, would be in
conjunction with, and only during, operation of the restaurant); and approval and execution of
Amendment No. 3 (including the limited rent reduction and deferral schedule conceptually
approved pursuant to City Resolution No. 2013-28167 and RDA Resolution No. 592-2013),
Tenant proposes:
1. Paying the past due rent for May and June, 2013 (without late charges, interest or
penalties);
2. Agreeing to allow the disbursement of the outstanding balances of rent for November
and December, 2012 (without late charges interest or penalties) from the Security
Deposit, and replenishing said disbursement over a period of six (6) months,
commencing on October 1, 2013, and ending March 1, 2014;
3. Re-depositing the minimum required $50,000 Construction Deposit into the Lessee
Construction Fund (under the Escrow Agreement);
4. Being solely responsible for paying and carrying out the work related to Tenant's
prior request to re-locate the Premises' air conditioning compressor units to the roof
of the Pennsylvania Avenue Garage (excluding the cost.of relocating the kitchen
exhaust venting system, which would be borne by the City/RDA);
5. Resolving and/or otherwise satisfying any outstanding contractor and sub-
contractors liens against the Premises; and
6. Providing the City/RDA with an updated general release, releasing City/RDA from
any and all claims under the Lease.
WHEREAS, at their respective regular meetings on June 5, 2013, the City and RDA
considered and approved the terms of the aforestated proposed settlement and, subject to the
terms and conditions below, the parties have agreed to enter into the following Amendment No.
3 to the Lease.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree to amend the Lease as follows:
1. The above recitals are true and correct and are incorporated herein by reference.
2. Item 9 of the Lease Summary, entitled "Permitted Use of Premises/Retail Space
(Section 3.1)(Section 3.11)," paragraph 1 thereof, is deleted in its entirety and
replaced with the following new paragraph:
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The main/primary use of the Restaurant Space, as also described in Exhibit"B," shall
be for the operation of a first-class, high quality restaurant, which restaurant may
also include a micro-brewery; provided, however, that at no time shall the micro-
brewery be permitted and/or otherwise operated in the Restaurant Space without
the restaurant (which is the primary use approved for the Restaurant Space). As a
secondary/ancillary use to support the restaurant and enhance the dining
experience, Tenant shall be permitted to have the following entertainment use within
the interior of the Restaurant Space (as such use was approved on June 5, 2013,
pursuant to City of Miami Beach Resolution No. 2013-28239):
live music; and/or
ii music provided by a deejay or other pre-recorded method (subsections (i)
and (ii) are collectively referred to herein as "Tenant's Entertainment Use").
Tenant's Entertainment Use shall be limited to only the uses prescribed in
subsections (i) and (ii) above, shall only be allowed when food is served at the
restaurant; shall only be permitted during the restaurant's operating hours, which are
10:00 a.m. — 1:00 a.m., weekdays, and 10:00 a.m. — 3:00 a.m., weekends; shall not
be audible from the exterior/outside of the Restaurant Space (including, without
limitation, Tenant being prohibited from placing any speakers, or any other devices
used to amplify sound so that it is heard from the exterior/outside of the Restaurant
Space); and shall not unreasonably disturb or annoy the New World Symphony
(NWS) premises in proximity to the Restaurant Space, or otherwise unreasonably
interfere with NWS's use and quiet enioyment of its premises (and, in particular, with
NWS's use of the NWS concert hall).
If, Landlord, in the City Manager's sole and reasonable discretion and judgment,
determines that Tenant has violated any of the conditions in the preceding
paragraphs (including, without limitation, allowing any entertainment use(s) other
than Tenant's Entertainment Use); or if Landlord (in the City Manager's sole and
reasonable discretion and judgment) determines that Tenant's Entertainment Use is
a nuisance, annoyance, inconvenience, interference, or disruption to the residents
and/or business operators (including, without limitation, the NWS) in the area
surrounding the Premises/Retail Space, then Landlord, through its City Manager,
shall have the right to revoke Tenant's Entertainment Use, upon thirty (30) days prior
written notice to Tenant, stating the reasons for such termination (the "City Notice").
Upon receipt of the City Notice, the Tenant may appeal the Manager's decision, in
writing, to the City Commission; provided, however that the Tenant's written request
for appeal must be submitted to the City Manager within the thirty (30) day period
provided in the City's Notice. The City Commission's decision shall be final and
binding upon all parties.
3. Item 10 of the Lease Summary, entitled "Term of Lease (Section 1.1)," hereby
amends the following defined terms as follows:
fpj Landlord and Tenant (the "Parties") hereby agree and acknowledge that the
"Lease Commencement Date" is October 13, 2011;
the Parties hereby agree and acknowledge that the "Rent Commencement Date"
is April 14, 2012; and
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(c) the Parties hereby agree and acknowledge that the "Expiration Date" is October
11, 2021.
4. Item 11 of the Lease Summary, entitled "Minimum Rent (Section 2.2)," is deleted in
its entirety and replaced with the Revised Rent Schedule attached and incorporated
as Exhibit"1" to this Amendment.
5. Item 16 of the Lease Summary, and Section 2.7 of the Lease," entitled "Security
Deposit", is amended to include the following additional paragraph:
Tenant hereby authorizes the payment of rent for November and December, 2012, in
the total sum of$120,520.52 (i.e. Minimum Rent and CAM of$112,636.00 plus sales
tax of $7,884.52), from Tenant's Security Deposit (Deposit Disbursement). Tenant
shall re-pay and reimburse Landlord for the Deposit Disbursement, in six (6) equal
payments of $18,772.67 each (the Deposit Disbursement Payments), with the first
Deposit Disbursement Payment due on October 1, 2013, and with the last Payment
to be made on March 1, 2014. The Deposit Disbursement Payments shall be due
and payable to Landlord.without prior notice or demand -on the first day of each
calendar month during the six (6) month re-payment term (in addition to Tenant's
Payment of Minimum Rent, CAM, and any other sums due and payable under the
Lease). Landlord hereby waives any and all late changes, interest and penalties on
said Deposit Disbursement Payments.
6. The schedule in Section '18 of the Lease Summary, entitled "Cost Pass-Throughs
(Section 2.4)," is deleted in its entirety and replaced with the.following schedule:
Common Area Maintenance (CAM)
Lease Year Cost per Square Foot Monthly/Annual Payment
1-2 $10.00-x 10,169 square feet $8,474/mo - $101,690/yr
3-10 See Note (*1 See Note N
Note N Beginning on the third anniversary of the Lease Commencement Date, and
at the beginning of each succeeding year thereafter during the Term of the Lease,
the CAM rate shall be adiusted to reflect the actual pro-rata share of common area
maintenance, which shall, without limitation, include Property Taxes incurred by
Landlord during the previous calendar year, as well as the insurance costs, as
determined by Landlord in its sole discretion and judgment, to be sufficient to self-
insure the Premises.
7. Section 2.8 of the Lease, entitled "Rent Abatement" shall be amended to include the
following:
Commencing retroactively as of January, 1, 2013, Tenant shall be permitted to abate
fifty percent (50%) of Minimum Rent and CAM payments for the months of January,
2013, through June 2013 (the "Rent Abatement Period"), in the total sum of
$168,954.00.
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Section 2.9 of the Lease, entitled "Rent Deferral," shall be amended to include the
following:
Commencinq retroactively as of July 1, 2013, Tenant shall be permitted to defer the
Payment of fifty percent (50%) of Minimum Rent and CAM payments for the months
of July 2013, through December, 2013 (the "Rent Deferral Period"), in the total sum
of $171,106.59 (the "Rent Deferral Amount"). Tenant shall re-pay the Rent Deferral
Amount, without prior notice or demand, in monthly payments of $7,129.44 each,
over a period of twenty-four (24) months, commencing on the first day of Year Six (6)
of the Lease, and ending on the last day of Year Seven (7) of the Lease (in addition
to Tenant's payment of Minimum Rent, CAM, and any other sums due and payable
under the Lease).
8. The Premises/Retail Space shall re-open for business no later than December 31,
2013.
9. Concurrent with Tenant's execution of this Amendment No. 3, and as a condition to
City/RDA's agreement to execute this Amendment No. 3 hereby: i) set aside
Tenant's default under the Lease; ii) approve (as required pursuant to subsection 8.1
of the Lease) a Transfer in the fifty percent (50%) membership interest of the Tenant
entity, Penn 17, LLC, from Amir Ben-Zion to OBK Project LLC; iii) approve (as
required pursuant to Section 142-362 of the City Code) Tenant's proposed
Entertainment Use, subject to the terms of the Lease including, without limitation, the
additional terms and conditions to such Use set forth in Paragraph 2 of this
Amendment; and (iv) contract and pay for the relocation of the existing kitchen
exhaust venting system, for a total cost not to exceed $250,000, Tenant shall:
a) Pay the Minimum Rent and CAM payments due for May, June, July
and August, 2013, which will be accepted without late fees interest
and penalties so long as said payments are received by August 30,
2013 (Landlord acknowledges receipt of the May and June, 2013
Minimum Rent and CAM payments, as well as payments, subject to
clearance, for the July and August, 2013 Minimum Rent and CAM
payments);
b) Agree to the City/RDA making the Deposit Disbursement for the
purposes set forth in Paragraph 5 of this Amendment (and subject
further to Tenant's timely payment of the Deposit Disbursement
Payments);
c) Re-deposit (and provide written proof of same to City/RDA) the
Minimum Construction Deposit, in the amount of $50,000, into
Tenant's Construction Fund, as required pursuant to subsection 5.2(n)
of the Lease, and the Work Letter and Escrow Agreement, dated
August 29, 2011 ("Construction Escrow Agreement"), and
incorporated as Exhibit "F" to the Lease; and
d) Provide City/RDA with such written proof as the City Manager may
reasonably require, that the following liens recorded against the
Premises/Retail Space have been removed, paid or otherwise
satisfied: A) A & P Air Conditioning (dated December 12, 2012, and
recorded in O.R. Book 28396, Page 3630 of the Public Records of
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Miami-Dade County, Florida, in the amount of $73,693 (the "A & P
Lien"); and B) MP Firestop Corp. (dated January 10, 2013, and
recorded in O.R. Book 28451, Page 4013 of the Public Records of
Miami-Dade County, Florida, in the amount of $7,900 (the "MP
Firestop Lien").
10. General Release (Release). By Tenant's execution of this Amendment No. 3 to
Lease, and as additional consideration for the City/RDA's execution of this
Amendment, (i) PENN 17 LLC, a Florida limited liability company, for itself and its
officers, managers, members, directors, shareholders, and principals; and (ii) OBK
PROJECT, LLC, a Florida limited liability company, for itself and its officers,
managers, members, directors, shareholders and principals; and (iii) ROMAN
CHERSTOV, (iv) EUGENE ALEKSEYCHENCO, and (v) OLEG ELYUTIN, each
personally and individually (the entities and individuals in subsections (i) — (vi) are
hereinafter collectively referred to as "Releasors"), hereby fully and unconditionally
release the City of Miami Beach, Florida, and the Miami Beach Redevelopment
Agency (RDA), and their respective commissioners, employees, administrative
executives, staff, attorneys, and successors and assigns (the City and RDA are
hereinafter collectively referred to as "Releasees"), from any and all manner of
actions, causes of action, contracts, agreements, covenants, controversies, claims,
and demands whatsoever, whether legal or equitable, known or unknown, fixed or
contingent (collectively, the "Claims"), from the beginning of the world until the
Effective Date of this Amendment No. 3 (as set forth in page 1 hereof), relating to
any and all clams under the Lease including, without limitation, any and all Claims
arising, or alleged to have .arisen, from (i) the ventilation system, and/or (ii) the air
conditioning system on the Premises. The provisions of this Release shall survive
any termination or expiration of the Lease. This Release contains the entire
agreement between Releasors and Releasees hereto, and the terms of the Release
are contractual and not a mere recital.
11. In addition to the Release in Paragraph 11 of this Amendment, Tenant shall also,
concurrent with its execution of this Amendment No. 3, obtain and provide City/RDA
with an Order of Dismissal, with prejudice, of the lawsuit filed against the City/RDA
by A & P Air Conditioning to collect the amount(s) referenced in the A & P Lien;
styled, A_& P Air Conditioning Corporation v. City of Miami Beach and The Miami
Beach Redevelopment Agency; Case No. 13-17051 CA 5 in the Circuit Court of the
11 th Judicial Circuit in and for Miami-Dade County, Florida (the "A& P Lawsuit").
12. Except as amended herein, all other terms and conditions of the Lease, including
Amendments No. 1 and No. 2 to the Lease, shall remain in full force and effect and
are hereby ratified and confirmed by the parties.
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IN WITNESS WHEREOF, this Amendment No. 3 has been duly executed by the parties
hereto as of the day and year first above written.
ATTEST: LANDLORD/CITY OF MIAMI BEACH, FLORIDA
Print Name:-Z/;64, ar M or
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day of , 2013.
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ATTEST. LANDLORD/MIAMI BEACH
REDEVELOPMENT AGENCY
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APPROVED AS TO
FORM & LA UAGE
& FOR EXECUTION
City AttomPV Date
ATTEST: TENANT/PENN 17, LLC,
a Florida limited liability company
P Y
By: OBK Project, LLC, a Florida limited liability
Pri N company, as Manager of
Penn 17, LL
Print Name: c0 _" By: u'gene Alekseychenko, Manager
OB oject, LLC
By: Oleg Elyutin, Manager
of OBK Project, LLC
day of September, 2013.
9
Executed and Approved as to Paragraph 10/
General Release:
ATTEST: TENANT/PENN 17, LLC,
a Florida limited liability company
By: OBK r t, LLC, a Florida limited liability
P e: company, nager of Penn 17, LLC
Print ame: By: .,ne Alekseychenko, Manager
o OB j
By: Oleg Elyutin, Manager
of OBK Project, LLC
STATE OF FLORIDA )
) SS.-
COUNTY OF MIAMI-DADE )
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The foregoing instrument was acknowledged before me this day of
2013, by Eugene Alekseychenko, as Manager OBK Project, LLC, a Florida limited liability
company. He is personally known to me roduce d a valid Florida driver's licenses as
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identification
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STATE OF FLORIDA )
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COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of ,
2013, by Oleg Elyutin, as Manager of OBK Project, LLC,. a Florida limited liability company.
He/she is persona4 known to me or produced a valid Florida driver's licenses as
identification
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Executed and Approved as to Paragraph 101
General Release:
By:
Roman Ch(6rstvov, individually
STATE OF FLORIDA )
} SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this 2e day of
9 9
2013, by Roman Cherstvov, individually. He i ersonally known to me or produced a
valid Florida driver's licenses as identification .
Name:
Print Name:
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a General Release:
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By:
Eug Alekseychenko, individually
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of ,
2013, by Eugene Alekseychenko, individually. He is personally known to me or produced
a valid Florida driver's licenses as identification
Name: /
Print Name:
" `'' EVELYS VEDA Notary Public—State of Florida
r° Notary Public-State of Florida
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11
Executed and Approved as to Paragraph 10/
General Release:
By:
Oleg Elyutin, individually
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of C
9 9 9 �—
2013, by Oleg Elyutin, individually. He i ersonally known to me or produced a valid
Florida driver's licenses as identification
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Print Name:
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18267
F:RHMALUECON/ALUASSET/Penn17LLC/Amendment No.3 9-24-2013
12
REDEVELOPMENT AGENCY ITEM SUMMARY
Condensed Title:
Resolution approving and authorizing the Chairperson and Secretary to execute a Third Amendment to that certain Retail Lease
Agreement by and between the City, RDA (Collectively, Lessor), and Penn 17, LLC (Lessee), dated September 16, 2011, involving
the lease at the Pennsylvania Avenue Garage, 1661 Pennsylvania Avenue, Miami Beach, Florida ("Lease"); and further approving,
following a duly noticed Public Hearing, an entertainment component,as an additional use for said Premises.
Resolution of the RDA approving the transfer/sale of 100% ownership interest in Penn 17, LLC from Current managers, Amir Ben
Zion and Roman Cherstvov to Roman Cherstvov and OBK Project LLC; Further waiving by 5/7ths vote, the competitive bidding
requirements,finding such waiver to be in the best interest of the City, and authorizing the City Manger to execute an agreement with
Halloran Construction Inc, in an amount not to exceed$250,000.00,to relocate the kitchen exhausts stem.
Key Intended Outcome Supported:
Increase resident satisfaction with the level of services and facilities.
Supporting Data (Surveys, Environmental Scan, etc.):
Approximately 40% of retail businesses surveyed, rank Miami Beach as one of the best places to do business and 61% of the same
group would recommend Miami Beach as a place to do business.
Issue:
Shall the RDA authorize the execution of Amendment No. 3 to the Lease and further approve an entertainment component, as an
additional use for the Premises? Shall the City Commission authorize the transfer/sale of 100%ownership interest in Penn 17, LLC;
and further waive the competitive bidding requirements, permitting City Manager to execute an agreement with Halloran Construction
Inc.for the relocation of the kitchen exhaust venting system for a fee not to exceed$250,000.00?
Item Summa /Recommendation:
Following receipt of an executed General Release by Penn 17 LLC on May 3, 2013, the City agreed to open and continue the above-
referenced Resolution/agenda item at the May 81h,2013 City Commission meeting.
On May 17, 2013, the City issued written notice of default to Penn 17 LLC, for failing to pay rent for the month of May ($30,130.23);
failing to maintain the Premises open for business; failure to pay lienors; (A&P Air Conditioning claim of lien and suit against the City,
totaling $73, 693; Cors-Air debt owed $3,001.92); failure to show proof of the construction deposit($50,000); and failure to notify the
City of a transfer of interest in Penn 17, LLC,to Roman Cherstovov, subsequent to Lease execution.
On May 14, 2013 Staff was provided with a Binding Letter of Intent, setting forth the terms of the sale of Amir Ben-Zion's interest in
Penn 17, LLC to OBK Project, LLC ("OBK"), which sale would remove Amir Ben-Zion as a managing member and leave Roman
Cherstvov and OBK as managing members. Staff has requested financials and other qualification verifications. To date, OBK has
provided proof that its managing members have experience in the food/restaurant business and also have sufficient funds to cure the
existing Lease defaults and operate the restaurant.
Recommendation:
The Administration recommends approval of Resolution No. 1, approving Amendment No. 3 to the Retail Lease Agreement by and
between the City, the Miami Beach Redevelopment Agency (as Landlord), and Penn 17, LLC (as Lessee); which Amendment
includes terms and conditions for a proposed rent abatement, as approved by the Finance and Citywide Projects Committee
(FCWPC);and also includes the approval of an entertainment use on the Leased Premises.
Prior to, and as a condition to, approving Resolution No. 1, however, the Administration recommends that the City Commission first
approve Resolution No. 2,which approves a transfer under the Lease in the controlling ownership interest in Penn 17, LLC,from Amir
Ben-Zion and Roman Cherstvov, the current managers/members of Penn 17 (Transferors), to Roman Cherstvov and OBK Project,
LLC (Eugene Alekseychenko and Oleg Elyutin, Managing Members), the proposed purchasers of Penn 17 (Transferees); subject to
and conditioned upon Transferees' satisfaction of the conditions set forth in Resolution No. 2 (which should also be satisfied prior to
the City's execution of Amendment No. 3 to the Lease).
Finally, the Administration recommends that the RDA waive by a 5/7ths vote, the formal competitive bidding requirements, finding
that such waiver to be in the best interest of the City, and authorize the City Manager, or his designee, to negotiate and execute an
agreement with Halloran Construction Inc., in an amount not to exceed $250,000 to address the relocation of the kitchen exhaust
venting system installed by Penn 17, LLC.
Advisory Board Recommendation:
Finance&Citywide Projects Committee recommended approval of revised rent schedule on January 24,2013
Financial Information:
Source of Funds: Amount Account
1
Financial Impact Summary:
City Clerk's Office Legislative Tracking:
Max Sklar, Ext. 6116
Sign-Offs:
TECD D e for V Assistant D' r Executive JoLrector
MS KGB JLM
MIAMIBEACHAGENDA ITEM DATE to-S-t
MIAMI BEACH
City of Miami Beath, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov
REDEVELOPMENT AGENCY MEMORANDUM
TO: Chairperson and Members of the Miami ach Rede lopment Agency
FROM: Jimmy L. Morales, Executive Director
DATE: June 5, 2013 BLIC HEARING
SUBJECT:
(OPENED AND CONTINUED
FROM MAY 8, 2013)
1. A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH
REDEVELOPMENT AGENCY, APPROVING AND AUTHORIZING THE
CHAIRPERSON AND SECRETARY TO EXECUTE AMENDMENT NO. 3 TO THAT
CERTAIN RETAIL LEASE AGREEMENT BY AND BETWEEN THE CITY OF MIAMI
BEACH, THE MIAMI BEACH REDEVELOPMENT AGENCY (COLLECTIVELY,
LESSOR), AND PENN 17, LLC (LESSEE), DATED SEPTEMBER 16, 2011,
INVOLVING THE LEASE OF APPROXIMATELY 7,655 SQUARE FEET OF GROUND
FLOOR RETAIL SPACE AT THE PENNSYLVANIA AVENUE GARAGE, 1661
PENNSYLVANIA AVENUE, MIAMI BEACH, FLORIDA; AND FURTHER APPROVING,
FOLLOWING A DULY NOTICED PUBLIC HEARING AS REQUIRED BY SECTION
142-362 OF THE CITY OF MIAMI BEACH CODE, AN ENTERTAINMENT
COMPONENT, WHICH WILL BE ADDED AS AN ADDITIONAL USE OF THE LEASED
PREMISES IN CONJUNCTION WITH TENANT'S RE-OPENING AND RE-BRANDING
OF SUCH PREMISES.
(NEW ITEM)
2. A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH
REDEVELOPMENT AGENCY, APPROVING THE TRANSFER, AS SUCH TERM IS
DEFINED IN THE LEASE AGREEMENT (THE LEASE) BY AND BETWEEN THE CITY
OF MIAMI BEACH, THE MIAMI BEACH REDEVELOPMENT AGENCY
(COLLECTIVELY, LESSOR), AND PENN 17, LLC (LESSEE), OF A 100%
CONTROLLING OWNERSHIP INTEREST IN PENN 17, LLC FROM THE CURRENT
MANAGERS/MEMBERS, AMIR BEN-ZION AND RAMON CHERSTVOV
(TRANSFERORS), TO THE PROPOSED PURCHASERS OF PENN 17, ROMAN
CHERSTVOV AND OBK PROJECT LLC (TRANSFEREES); WITH APPROVAL OF
SUCH TRANSFER SUBJECT TO AND CONTIGENT UPON THE PARTIES'
EXECUTION OF AMENDMENT NO. 3 TO THE LEASE AND, FURTHER,
SATISFACTION BY TRANSFEREES OF THE FOLLOWING CONDITIONS (TO BE
SATISFIED PRIOR TO AND AS A CONDITION OF LESSOR'S EXECUTION OF
AMENDMENT NO. 3): 1) PAYMENT 'OF OUTSTANDING RENT FOR THE MONTHS
OF MAY AND JUNE, 2013; 2) SATISFACTION OF ANY AND ALL LIENS AGAINST
THE LEASED PREMISES INCLUDING, WITHOUT LIMITATION, LIENS AND/OR
CLAIMS FILED BY A & P AIR CONDITIONING AND COBS-AIR; 3) DISMISSAL,
Redevelopment Agency Memorandum
Penn 17, LLC-Retail Lease Amended Rent Schedule
June 5, 2013
Page 2 of 8
WITH PREJUDICE, OF THE LAWSUIT FILED BY A & P AGAINST THE CITY TO
COLLECT THE A & P LIEN; 4) RE-PAYMENT OF THE REMAINING BALANCE OF
RENT AND CAM FOR NOVEMBER AND DECEMBER 2012, IN THE AMOUNT OF
$120,519.98; 5) REPLACEMENT OF THE REQUIRED $50,000 MINIMUM BALANCE
INTO THE LESSEE CONSTRUCTION FUND; 6) RE-LOCATION, AT TRANSFEREES'
SOLE COST, OF THE LEASED PREMISES A/C UNITS TO THE ROOF OF THE
PENNSYLVANIA GARAGE; AND 7) EXECUTION OF A GENERAL UNCONDITIONAL
RELEASE IN FAVOR OF THE CITY AND RDA; AND FURTHER WAIVING, BY
5/7THS VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENTS, FINDING
SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY, AND AUTHORIZING
THE CITY MANAGER, OR HIS DESIGNEE, TO NEGOTIATE AND EXECUTE AN
AGREEMENT WITH HALLORAN CONSTRUCTION, INC., IN AN AMOUNT NOT TO
EXCEED $250,000.00, TO ADDRESS THE RELOCATION OF THE KITCHEN
EXHAUST VENTING SYSTEM INSTALLED BY PENN 17, LLC.
ADMINISTRATION RECOMMENDATION
Following opening and continuing of Resolution No. 1 above at the May 8, 2013 City
Commission Meeting, the Administration recommends approval of Amendment No. 3 to the
Retail Lease Agreement by and between the City, the Miami Beach Redevelopment Agency (as
Landlord), and Penn 17, LLC (as Lessee); which Amendment includes terms and conditions for
a proposed rent abatement, as approved by the Finance and Citywide Projects Committee
(FCWPC); and includes the addition of an entertainment use on the Leased Premises.
As a condition of (and prior to) approval of Resolution No. 1, however, the Administration
recommends that the City Commission first approve Resolution No. 2, which approves a
transfer under the Lease in the controlling ownership interest in Penn 17, LLC, from Amir Ben-
Zion and Roman Cherstvov, the current managers/members of Penn 17 (Transferors), to
Roman Cherstvov and OBK Project, LLC (Eugene Alekseychenko and Oleg Elyutin, Managing
Members), the proposed purchasers of Penn 17 (Transferees), and that such approved
transfer, and the City's execution of the proposed Amendment No. 3 be further subject to
Transferees' satisfaction of the conditions set forth in Resolution No. 2.
Finally, the Administration recommends that the Mayor and Commission waive by a 5/7ths vote,
the formal competitive bidding requirements, finding that such waiver to be in the best interest of
the City, and authorizing the City Manager, or his designee, to negotiate and execute an
agreement with Halloran Construction Inc., in an amount not to exceed $250,000 to address the
relocation of the kitchen exhaust venting system installed by Penn 17, LLC.
BACKGROUND
On January 24, 2013, the FCWPC recommended in favor of the following re-negotiated Lease
terms, as proposed by staff:
1) applying one-third (1/3) of the Lessee's existing Security Deposit, representing
$47,844, toward Base Rent owed for the month of November, 2012;
2) deferring $8,474 for Common Area Maintenance (CAM) for November, 2012, and
Base Rent plus CAM for December 2012, leaving a balance in the total amount of
$64,791 (Back-Due Rent) to be repaid in twelve (12) equal monthly installments,
commencing in January 2014 and ending in December 2014;
Redevelopment Agency Memorandum
Penn 17, LLC-Retail Lease Amended Rent Schedule
June 5, 2013
Page 3 of 8
3) granting an abatement of 50% of the Base Rent and Common Area Maintenance
(CAM) due for the six (6) month period commencing January 2013, through July 2013;
4) granting a deferral of fifty percent (50%) of the Base Rent and CAM for the six (6)
month period, commencing July 2013 through January 2014 ("Deferral Period"), to be
repaid by the Lessee in twenty four (24) equal monthly installments, commencing in
the sixth year of the Lease Term and ending on the last day of the seventh year of the
Lease Term;
5) reimbursement of the Security Deposit amount applied to Back-Due Rent, in the
amount of $47,844, to be repaid in twelve (12) equal monthly installments,
commencing in the fifth year of the Lease Term and ending on the last day of the fifth
year of the Lease Term.
A schedule reflecting the revised rent schedule, as recommended by FCWPC, is included as
Exhibit "A" to this Memorandum.
The FCWPC also requested that any agreement with the Lessee be subject to the inclusion of
release language absolving the City/RDA of any liability. As requested by Commissioner Libbin
during the January 24, 2013 FCWPC meeting. Lessee provided the Administration with its
preliminary business plan for re-opening the Leased Premises (which had been closed since
December 2012). Lessee proposed an additional use, a lounge/bar component, which was not
permitted under the Lease. This proposed entertainment use (i.e. which contemplates a
combination of a deejay and live music), is also not a main permitted use in the Civic and
Convention Center (CCC) zoning district, and therefore not only requires City Commission
approval under the Lease, but also approval following a public hearing, as required under
Section 142-362 of the City Code.
On March 13, 2013, the Mayor and Commission adopted Resolution No. 2013-28167 (in
conjunction with RDA Resolution No. 592-2013), which accepted the FCWPC's
recommendation pertaining to the proposed Amendment No. 3 to the Lease. The City
Commission and RDA also set a public hearing for April 17, 2013, regarding Lessee's proposal
to add an entertainment component as an additional use under the Lease.
During the March 13th discussion, the City Commission again requested that Amendment No. 3
also include: 1) a general release by Lessee waiving any claims against the City/RDA including,
without limitation, those with regard to the ventilation and to the placement and/or re-location of
the Leased Premises air conditioning units; 2) an additional clause that Lessee admits and
acknowledges that, but for approval of Amendment No. 3, it is in default of the Lease; and 3)
additional language regarding an "expedited" eviction procedure and, to the extent possible,
including certain waivers of defenses by Lessee. The Lessee was also requested to provide a
general release in conjunction with the City's preliminary approval of the proposed revised rent
schedule.
As of April 17, 2013, the Lessee had not been able to solidify its concept plan or provide a site
plan, as requested by staff, in time to submit the necessary information for City Commission
consideration at the scheduled public hearing for the proposed entertainment use. Lessee had
met with representatives of the New World Symphony (NWS) and provided staff with a
confirmation letter from NWS, dated March 18, 2013, stating that "...in the expectation of future
on-going mutual cooperation between your operating staff and NWS to ensure that your
activities do not adversely affect NWS events and Wallcasts, NWS has no issues with respect to
the entertainment license..." The Lessee expressed concerns with the Planning Department's
requirement to install a vestibule area within the Premises, as a condition of the proposed
Redevelopment Agency Memorandum
Penn 17, LLC-Retail Lease Amended Rent Schedule
June 5,2013
Page 4 of 8
entertainment component.
At the May 8, 2013 City Commission meeting, and following Lessee's delivery of an executed
General Release to the City on May 3, 2013, the City agreed to open and continue Resolution
No. 1, to allow the City and Penn 17 additional time to resolve the outstanding Lease issues.
However, following the continuation of Resolution No. 1 at the May 8, 2013 City Commission
Meeting, Penn 17 LLC has failed to adequately address the remaining Lease issues, which the
City in its letter to Penn 17, dated April 26, 2013, and which were also outlined in the May 8,
2013 City Commission Memorandum (See Attachment "B" for City's letter to Penn 17 LLC,
dated April 26, 2013). Additionally, Penn 17 LLC has failed to pay its May rent and, on May 17,
2013, the City issued a Notice of Default to Penn 17 LLC. As of the date of this Memorandum,
June 2013 Rent is also past due.
PROPOSED TRANSFER OF CONTROLLING INTEREST IN PENN 17, LLC
On May 14, 2013, an attorney representing Roman Cherstvov, who, unbeknownst to the City
(and without the City's required consent of same) became a 50% managing partner of Penn 17
LLC after the execution of the Lease , provided a copy of a "Binding Letter of Intent," dated April
25, 2013, by and among Penn 17, LLC, OBK Project, LLC. (OBK), a Florida limited liability
company, and Amir Ben-Zion, setting forth the terms of the proposed sale of 50% of the
membership interest in Penn 17 to OBK (See Attachment "C"). As with the prior transfer to Mr.
Cherstvov (which was not consented to by the City), the proposed transfer to OBK requires the
City's prior written consent under the Lease.
In an effort to obtain more information regarding the proposed transfer, the Administration
requested additional information on Mr. Cherstvov, as well as information regarding the
principals of OBK Project, LLC, Eugene Alekseychenko, and Oleg Elyutin, who are the
prospective buyers of Amir Ben-Zion's remaining 50% ownership (The Administration's request
for information is attached as Attachment "D" hereto). On May 21, 2013, a response was
received from Scott S. Levine (the attorney representing Mr. Cherstovov) which included
information regarding Mr. Alekseychenko's and Mr. Elyutin's background in the restaurant
business (See Mr. Levine's letter, dated May 21, 2013, attached as Attachment "E").
Notwithstanding the preceding, and since any transfer of an interest in the Lease (including the
sale or transfer of a controlling ownership interest) requires the City's prior written consent, the
City has: 1) no obligation to recognize the initial, unauthorized transfer to Mr. Cherstvov; and 2)
any future proposed transfer, including the proposed sale of an ownership interest to OBK
Project LLC, would be subject to prior City Commission approval (which approval is at the
Commission's sole discretion).
PENN 17 LLC'S DEFAULT UNDER THE LEASE
On May 15, 2013, Amir Ben-Zion indicated to the City that he had no intention of re-opening the
restaurant within the near future, and effectively advised the City of his abandonment of the
Leased Premises (See Attachment "F").
On May 17, 2013, the City provided Penn 17 LLC with written notice (See Attachment "G") of
the following defaults under the Lease (Note: the cure period for each default condition is
shown after each item in parenthesis):
Redevelopment Agency Memorandum
Penn 17, LLC-Retail Lease Amended Rent Schedule
June 5,2013
Page 5 of 8
1. failure to pay rent for the month of May, in the amount $30,130.00, which was due on
May 1, 2013' (five day cure period);
2. failure, under Section 3.5 of the Lease, to maintain Lessee's business on the Leased
Premises open for business to the public, fully fixtured, stocked, and staffed (30 day cure
period);
3. in violation of Section 5.6 of the Lease, a lien was recorded against the Premises by
A&P Air Conditioning (dated December 12, 2012, and recorded in O.R. Book 28396,
Page 3630 of the Public Records of Miami-Dade County, Florida; hereinafter referred to
as the "A&P Lien"), in the amount of $73,693. A&P has also filed suit against the City
(the "A&P Lawsuit"), demanding payment of the aforestated unpaid sum (15 day cure
period);
4. despite prior written notice from the City, failure to provide the City with evidence that a
prior claim by Cors-Air, in the amount of$3,001.92 (the "Cors-Air Claim"), has been paid
(15 day cure period); and
5. despite prior written notice from City, and as required under Section 5.2(n) of the Lease,
failure to provide the City with evidence that Lessee has deposited, and/or otherwise
maintained, the minimum required $50,000 Construction Deposit in the Lessee
Construction Fund (as such term is defined in the Work Letter and Escrow Agreement,
which was incorporated into, and made a part of, the Lease) (30 day cure period).
The prior unauthorized transfer to Mr. Cherstvov, and the proposed transfer to OBK, if not
approved by the City, also represent potential additional events of default under the Lease. As
of the date of this Memorandum, Penn 17, LLC has failed to pay its May 2013 Rent within the
stated cure period; Rent for June 2013 will be on June 10. Additionally, Penn 17 has failed to
cure the defaults in Item Nos. 3 and 4 above within the respective cure periods.
At this time, and in light of Penn 17 LLC's multiple uncured defaults, the City has the right to
declare the Lease in default and proceed to avail itself of any and all available remedies under
such Lease, including re-taking possession of the Leased Premises.
NEGOTIATIONS WITH PROPOSED NEW PURCHASERS/TRANSFEREES
Without waiving any of its rights under the Lease (as a result of Penn 17 LLC's default), on May
29, 2013 the City Administration met with Mr. Cherstvov, and the principals of OBK Project LLC,
Messrs. Mr. Alekseychenko's and Mr. Elyutin's, and their respective counsel. As an alternative
to the City's proceeding with the default against Penn 17, the proposed new
Purchasers/Transferees propose the following, in exchange for the City Commission's approval
of the proposed transfer under the Lease (to Transferees), and approval and execution of the
proposed Amendment No. 3 (including the new payment schedule that was recommended by
the FCWPC and approval by the City Commission on March 13, 2013):
1 The aforestated rental amount represents 50%of the May rent originally set forth in the Lease. The City Commission's adoption
of Resolution No. 2013-28167 recommended approval - subject to and contingent upon the City Commission's subsequent
approval of a proposed Amendment No.3 to the Lease-of a 50%rent abatement,from January 13, 2013,to July 12,2013. Since
the City Commission has never finalized its approval of Amendment No. 3 to the Lease, and has therefore not finalized its approval
of the more favorable revised rent abatement schedule, the City has, to date, held off on demanding the current total rent due
(absent the City Commission's final approval of Amendment No.3 and of the revised rent abatement schedule),of$342,074.61 (the
full amount rent due through May 30, 2013) by, notwithstanding the preceding, reserves any and all rights to reclaim the FULL
amount of rent due under the Lease.
Redevelopment Agency Memorandum
Penn 17, LLC-Retail Lease Amended Rent Schedule
June 5, 2013
Page 6 of 8
1. payment of the requested rent for May and June 2013, in the amount of $60,260.00,
(This is based upon the rent payment schedule set forth in proposed Amendment No. 3
to the Lease);
2. re-payment of the remaining balances of Rent ($95,687.50), CAM ($16,948.00) and
applicable sales tax ($7,884.48) for the months of November 2012 and December 2012,
which total $120,519.98;
3. deposit of the minimum required Construction Deposit balance, in the amount
$50,000.00, into the Lessee Construction Fund, under the Escrow Agreement;
4. release of the A&P Air-Conditioning lien, and or the posting of $73,693.00 in an escrow
account to cover payment of this lien;
5. proof of payment to Cors-Air, in the amount of$3,001.92;
6. payment for the relocation of the air conditioner units to the roof of the parking garage.
7. Contractor's Affidavit from Halloran that there are no other outstanding liens or claims for
labor, materials, or equipment.
Mr. Levine has confirmed that funds, totaling $157,000.00, have been deposited into his trust
account and will be released and wired to the City upon the City Commission's approval of the
proposed transfer to Transferees. In addition, funds for the June rent payment, in the amount of
$30,130.00, shall be deposited into his trust account during the week of June 3, 2013.
Assuming the City Commission is satisfied with the due diligence information which the
proposed Purchasers/Transferees have provided to the Administration, approval of the
proposed transfer would be in the best interest of the City. The proposed
Purchasers/Transferees are proposing more favorable terms, in that they are agreeing to pay
the balance of Rent and CAM payments owed for November and December of 2012; pay the
past-due May (and June) 2013 Rent; and pay all known and unpaid lienors; all for a total
additional value of $257,474.90. The Transferees have the financial ability to cure all the
existing defaults under the Lease, as well as the experience to open and run a restaurant
business. This is an opportunity for the City to save the expenses associated with securing a
new Lessee, which expenses could include real estate commissions, plus a minimum of six (6)
months of rent loss.
VENTILATION SYSTEM RECONFIGURATION
On August 17, 2012, as the build-out of Cooper Avenue was nearing completion, the City was
contacted by the New World Symphony (NWS), which expressed major concerns over the
venting locations of the Lessee's kitchen exhaust and steam vent from the dishwashers, which
both direct into the service alley between the Garage and NWS. The NWS believes the kitchen
exhaust could potentially permeate the performance hall every time the loading dock doors are
opened (which are directly opposite the kitchen exhaust vent).
Following an extensive series of meetings with representatives from the NWS and the Lessee's
management and design team to figure out options for mitigating odors emanating from the
Redevelopment Agency Memorandum
Penn 17, LLC-Retail Lease Amended Rent Schedule
June 5,2013
Page 7 of 8
exhaust venting, the NWS instead demanded that the City and Lessee explore design
alternatives for redirecting the kitchen exhaust in its entirety, away from the alley. Although the
discussions centered on the fact that the City could not yet know whether or not there was a
problem, in an abundance of caution the City authorized the Lessee to direct his architect to
develop several alternatives to address the NWS concerns.
On September 10, 2012, the City entered into a Letter Agreement with the Lessee pertaining to
P Y 9 P 9
the engagement of architectural/engineering services, at a not-to-exceed cost to the City of
$25,000, in order to develop conceptual design options and preliminary pricing estimates to
modify the exhaust venting system for the City's consideration and approval; and further to
include services for the preparation of detailed plans and specifications (including any layouts,
architectural, mechanical, structural, electrical and other plans, drawings and construction
documents in sufficient detail to obtain any and all appropriate regulatory permits), as may be
reasonably required by the City's Building Department in order to process and review Lessee's
permit application for such modification as approved.
Subsequent to the opening of the Cooper Avenue restaurant it was determined that there is
odor in the alleyway between the garage and concert hall. While it is not known if the odors
would permeate the inside of the performance hall, in order to address a potential negative
impact the Administration suggest that the Commission consider relocating the vents.
In an effort to mitigate this situation, the Administration identified savings from the original
construction budget of the Pennsylvania Avenue Garage (RDA Fund 365) for the relocation of
the ventilation system. The City Commission adopted Resolution No. 2012-28067 in
conjunction with the Redevelopment Agency's (RDA) Resolution No. 590-2012.
The City subsequently contracted with TLC Engineering for Architecture (TLC) to review the
design of the ventilation system, issue a report with construction cost estimates and alternative
designs to relocate the ventilation system exhaust termination point to the Pennsylvania Avenue
Garage vehicle exit. The alternatives were reviewed by the City, NWS and Halloran
Construction Inc (Halloran) who was the contractor for Penn 17, LLC for the restaurant build
out. All parties agreed with the design recommended by TLC, which included carbon filter
scrubbers.
Halloran will be contracted by Penn 17, LLC to relocate the air conditioning compressors from
its current location to the roof of the garage. The ventilation system improvements will take
approximately eight (8) weeks to manufacture, deliver and install. In an effort to expedite the
work and have the restaurant re-open, the Administration recommends the Mayor and
Commission, and Members of the Redevelopment Agency, waive by a 5/7ths vote, the formal
competitive bidding requirements, finding that such waiver to be in the best interest of the City,
and authorizing the City Manager, or his designee, to negotiate and execute an agreement with
Halloran Construction Inc., in an amount not to exceed $250,000 to address the relocation of
the kitchen exhaust venting system installed by the Pennsylvania Avenue Garage Retail
Lessee, Penn 17, LLC. Securing the services of the existing Contractor would be more cost
effective since Contractor is already familiar with the development and therefore can expedite
the completion of the final modifications, allowing for an earlier opening date.
RESTAURANT CONCEPT
Attached is a pro-forma for the restaurant concept proposed by Penn 17, LLC, if the transfer is
approved by the City Commission.
i
Redevelopment Agency Memorandum
Penn 17, LLC-Retail Lease Amended Rent Schedule
June 5, 2013
Page 8 of 8
CONCLUSION
The Administration recommends approval of Resolution No. 1, approving Amendment No. 3 to
the Retail Lease Agreement by and between the City, the Miami Beach Redevelopment Agency
(RDA) (as Landlord), and Penn 17, LLC (as Lessee); which Amendment includes terms and
conditions for a proposed rent abatement, as approved by the Finance and Citywide Projects
Committee (FCWPC); and also includes the approval of an entertainment use on the Leased
Premises.
Prior to, and as a condition to, approving Resolution No. 1, however, the Administration
recommends that the RDA first approve Resolution No. 2, which approves a transfer under the
Lease in the controlling ownership interest in Penn 17, LLC, from Amir Ben-Zion and Roman
Cherstvov, the current managers/members of Penn 17 (Transferors), to Roman Cherstvov and
OBK Project, LLC (Eugene Alekseychenko and Oleg Elyutin, Managing Members), the
proposed purchasers of Penn 17 (Transferees); subject to and conditioned upon Transferees'
satisfaction of the conditions set forth in Resolution No. 2 (which should also be satisfied prior to
the City's execution of Amendment No. 3 to the Lease).
Finally, the Administration recommends that the RDA waive by a 5/7ths vote, the formal
competitive bidding requirements, finding that such waiver to be in the best interest of the City,
and authorize the Executive Director, or his designee, to negotiate and execute an agreement
with Halloran Construction Inc., in an amount not to exceed $250,000 to address the relocation
of the kitchen exhaust venting system installed by Penn 17, LLC.
JLM\KGB\MAS\GT
Attachments:
A—April 26, 2013 Letter to Penn 17 LLC outlining deficiencies
B — May 14, 2013 Email from Scott S. Levine, Esq. and Binding Letter of Intent
C - May 14, 2013 Email to Scott S. Levine, Esq., requesting additional information
D— May 21, 2013 Letter from Scott Levine, P.A.
E - May 15, 2013 Email from Amir Ben-Zion
F - May 17, 2013 Default Letter to Penn 17, LLC
G — May 24, 2013 E-mail from Scott Levine, Esq. to Kathie Brooks
T:\AGENDA\2013\June 5\Penn 17 RDA Memo 06052013.docx
i
EXHIBIT A
jcn z4 zu i d
(1)Repayment of remaining Nov/Dec 2012 balance(;64,791)
(2)Repayment of July 2012 and August 2012 rent($95,688.00)per
Second Amendment
(3)Repayment of security deposit($47,844)
(4)Repayment of July 2013 through December 2013 deferred rent
1$171,106.23)
Penn 17,LLC Rent Schedule
Lease Commencement: October 13.2011 Rent Commencement:April 14,2012
Current Proposed
Lease Year 2 Rent Rent Total Monthly Total Monthly
Base Rent Repayment CAM Abatement Deferment Payment Payment
01/13/13 $ 47,843.75 $ - $ 8.474.00 $ (28.158.88) $ - $ 56,317.75 $ 28,158.87
02/13/13 $ 47,843.75 $ - $ 8,474.00 $ (28,158.88) $ - $ 56.317.75 $ 28,158.87
03/13/13 $ 47,843.75 $ - $ 8,474.00 $ (28,158.88) $ - $ 56.317.75 $ 28,158.87
04/13/13 $ 47,843.75 $ - $ 8,474.00 $ (28.158.88) $ - $ 56,317.75 $ 28,158.87
05/13/13 $ 47,843.75 $ - $ 8.474.00 $ (28,158.88) $ - $ 56,317.75 $ 28,158.87
06/13/13 $ 47,843.75 $ - $ 8,474.00 $ (28.158.88) $ - $ 56,317.75 $ 28,158.87
07/13/13 $ 47,843.75 $ - $ 8,474.00 $ - $ (28,158.88) $ 56,317.75 $ 28,158.87
08/13/13 $ 47,843.75 $ - $ 8,474.00 $ - $ (28,158.88) $ 56.317.75 $ 28,158.87
09/13/13 $ 47,843.75 $ - $ 8.474.00 $ - $ (28,158.88) $ 56,317.75 $ 28,158.87
Total: $ 430,593.75 $ - $ 76,266.00 $ (168,953.28) $ (84,476.64) $ 506,859.75 $ 253,429.83
Current Proposed
Lease Year 3 Rent Rent Total Monthly Total Monthly
Base Rent Repayment(1 and 2) CAM Abatement Deferment Payment Payment
$ 49,279.06 $ 2,658.00 $ 8,474.00 $ - $ (28,876.53) $ 60,411.06 $ 31,534.53
11/13/13 $ 49,279.06 $ 2,658.00 $ 8.474.00 $ - $ (28,876.53) $ 60,411.06 $ 31,534.53
12/13/13 $ 49,279.06 $ 2,658.00 $ 8,474.00 $ - $ (28.876.53) $ 60,411.06 $ 31,534.53
01/13/14 $ 49,279.06 $ 8.057.00 $ 8,474.00 $ - $ - $ 65,810.06 $ 65,810.06
02/13/14 $ 49,279.06 $ 8,057.00 $ 8,474.00 $ - $ - $ 65,810.06 $ 65,810.06
03/13/14 $ 49,279.06 $ 8,057.00 $ 8,474.00 $ - $ - $ 65,810.06 $ 65.810.06
04/13/14 $ 49,279.06 $ 8.057.00 $ 8,474.00 $ - $ - $ 65,810.06 $ 65,810.06
05/13/14 $ 49,279.06 $ 8,057.00 $ 8.474.00 $ - $ - $ 65,810.06 $ 65,810.06
06/13/14 $ 49,279.06 $ 8,057.00 $ 8,474.00 $ - $ - $ 65,810.06 $ 65,810.06
07/13/14 $ 49,279.06 $ 8,057.00 $ 8,474.00 $ - $ - $ 65,810.06 $ 65,810.06
08/13/14 $ 49,279.06 $ 8,057.00 $ 8,474.00 $ - $ - $ 65,810.06 $ 65,810.06
09/13/14 $ 49,279.06 $ 8.057.00 $ 8,474.00 $ - $ - $ 65,810.06 $ 65,810.06
Total: $ 591,348.72 $ 80,487.00 S 101,688.00 $ - $ (86,629.59) $ 773,523.72 $ 686,894.13
j Current Proposed
j Lease Year 4 Rent Rent Total Monthly Total Monthly
Base Rent Repayment(1 and 2) CAM Abatement Deferment Payment Payment
$ 50.757.43 $ 8,057.00 $ 8,474.00 $ - $ - $ 67,288.43 $ 67,288.43
11/13/14 $ 50,757.43 $ 8,057.00 $ 8,474.00 $ - $ - $ 67,288.43 $ 67,288.43
12/13/14 $ 50,757.43 $ 8.057.00 $ 8,474.00 $ $ - $ 67,288.43 $ 67,288.43
01/13/15 $ 50.757.43 $ 2,658.00 $ 8,474.00 $ - $ - $ 61,889.43 $ 61,889.43
02/13/15 $ 50,757.43 $ 2,658.00 $ 8,474.00 $ - $ - $ 61,889.43 $ 61,889.43
03/13/15 $ 50,757.43 $ 2,658.00 $ 8,474.00 $ $ - $ 61.889.43 $ 61,889.43
04/13/15 $ 50,757.43 $ 2,658.00 $ 8,474.00 $ - $ - $ 61,889.43 $ 61,889.43
05/13/15 $ 50.757.43 $ 2.658.00 $ 8,474.00 $ - $ - $ 61,889.43 $ 61,889.43
06/13/15 $ 50,757.43 $ 2,658.00 $ 8,474.00 $ - $ $ 61,889.43 $ 61,889.43
07/13/15 $ 50,757.43 $ 2,658.00 $ 8,474.00 $ - $ - $ 61,889.43 $ 61,889.43
08/13/15 $ 50,757.43 $ 2,658.00 $ 8,474.00 $ - $ - $ 61,889.43 $ 61,889.43
09/13/15 $ 50,757.43 $ 2,658.00 $ 8,474.00 $ - $ - $ 61,889.43 $ 61,889.43
Total: $ 609,089.16 S 48,093.00 $ 101,688.00 S - $ - $ 758,870.16 $ 758,870.16
Page 1 of 2 EXHIBIT A
i
EXHIBIT A
.ion la 1(u i s
NOTES:
(1)Repayment of remaining Nov/Dec 2012 balance($64,79))
(2)Repayment of July 2012 and August 2012 rent($95.688.00)per
Second Amendment
(3)Repayment of security deposit($47,844)
(4)Repayment of July 2013 through December 2013 deferred rent
($171,106.23)
Penn 17,LLC Rent Schedule
Lease Commencement. October 13,2011 Rent Commencement:April 14.2012
Current Proposed
Lease Year 5 Rent Rent Total Monthly Total Monthly
Base Rent Repayment(2 and 3) CAM Abatement Deferment Payment Payment
$ 52,280.15 $ 6,645.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 67,399.15
11/13/15 $ 52,280.15 $ 6,645.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 67,399.15
12/13/15 $ 52,280.15 $ 6.645.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 67,399.15
01/13/16 $ 52,280.15 $ 6,645.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 67,399.15
02/13/16 $ 52,280.15 $ 6,645.00 $ 8,474.00 $ - $ - $ 63.412.15 $ 67,399.15
03/13/16 $ 52,280.15 $ 6,645.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 67,399.15
04/13/16 $ 52,280.15 $ 6,645.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 67,399.15
05/13/16 $ 52,280.15 $ 6,645.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 67,399.15
06/13/16 $ 52,280.15 $ 6,645.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 67,399.15
07113116 $ 52,280.15 $ 6,645.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 67,399.15
08/13/16 $ 52,280.15 $ 6,645.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 67,399.15
09/13/16 $ 52,280.15 $ 6,645.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 67,399.15
Total: $ 627,361.80 $ 79,740.00 $ 101.688.00 $ - $ - $ 760,945.80 $ 808,789.80
Current Proposed
Lease Year 6 Rent Rent Total Monthly Total Monthly
Base Rent Repayment(4) CAM Abatement Deferment Payment Payment
$ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
11/13116 3 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
12/13/16 $ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
01/13/17 $ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
02/13/17 $ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
03113/17 $ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
04/13/17 $ 53,848.56 $ 7.129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
05/13/17 $ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
06/13/17 $ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
07113117 $ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
08113117 $ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
09/13/17 3 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
Total: $ 646,182.72 $ 85,553.16 $ 101,688.00 $ - $ - $ 747,870.72 $ 833,423.88
Current Proposed
Lease Year 7 Rent Rent Total Monthly Total Monthly
Base Rent Repayment(4) CAM Abatement Deferment Payment Payment
$ 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63,938.02 $ 71,067.45
11/13/17 $ 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63,938.02 $ 71,067.45
12/13/17 3 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63,938.02 $ 71,067.45
01/13/18 $ 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ $ 63,938.02 $ 71.067.45
02/13/18 $ 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63.938.02 $ 71,067.45
03/13/18 $ 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63,938.02 $ 71.067.45
04/13/18 3 55,464.02 $ 7,129.43 $ 8,474.00 $ $ $ 63,938.02 $ 71,067.45
05/13/18 $ 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63,938.02 $ 71,067.45
06/13/18 $ 55.464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63,938.02 $ 71,067.45
07/13/18 3 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63,938.02 $ 71,067.45
08/13/18 $ 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63,938.02 $ 71,067.45
09/13/18 $ 55,464.02 $ 7,129.43 $ 8,474.00 $ $ $ 63,938.02 $ 71,067.45
Total: $ 665,568.24 $ 85,553.16 $ 101,688.00 $ S $ 767,256.24 $ 852,809.40
Page 2 of 2
MIAMI BEACH
�. City of Miami Beach,1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamlbeachfl.gov
REAL ESTATE,HOUSING&COMMUNITY DEVELOPMENT !
Tel:(305)673-7000—(305)673-703 3
i
BY CERTIFIED MAIL RETURN RECEIPT REQUESTED
Ap6128,2013
Amir Ben Zion Copy sent via electronic mail to:
Managing Member amir.ben-zion0,fcsnv.com
Penn 17,LLC sheibc000erevenue.com
1861 Pennsylvania Avenue,Suite 6
' Miami Beach,FL 33139
Re: Lease Agreement(the "Lease") between the City of IWiamt Beach, Florida, the
Miami Beach 'Rodevolopment Aency (hereinafter..collectively referr®d to as
"Landlord"),and Penn 17, LLC("Tenant"),Involving the lease of approximately
7,666 square feet of,grouind floor retail space at the Penney*Ivania Avenue Garage; '
1661 Pennsylvania Avenue,Miami Beach,Florida(i°Premises")
Dear Mr.Ben-Zion: .
As you.may be Aiware, the Public Hearing that had originally been scheduled before the City
Cof nmisslon.on April 17.,2013,to consider a proposed change of use to the Premises,as well
as to consider the,proposed Amendment No.3.to the Lease,was re-scheduled to be heard at
the'City Coi6thIsslon meeting 66 May g,2013.This was due to the fact that you were unable to
comply.with 'certain'outstanding issues .which needed. to be resolved prior to the.City
Commission's consideration of the aforestated items.As of the date of this letter,these same
Issues remain outstanding,as follows:
1.The City requires.a recorded copy of an Order by the Court,dismissing with prejudice ART
Drywall's*iawauft against the.pity.
2. The deficiencies In Tenant's .Construction Fund, originally identified in .the City's
correspondence,.4ted.March 2q,2013.(a copy of which is attached as Exhibit WA- erefo),still.
need to be resolved. Specifically, the City has not yet agreed to accept the copies of
chdcks/payments tirade.frorh:Ifehint's own construction.Account(provided to us by Tenant's
EscrowAgent in its written re sponse to the.City,dated.April 3,2013),as satisfying the$1 Million
Tenant .-Improvament.'threshold requirement specified In.the 'Work Letter and.Escrow
Agreement. 1
3. In the.City's same correspondence.(referenced In Item 2 above),we informed you that the
Tenant's Construction Fund was-not to be reduced to less than$50,000, until such time that
Tenant's work.has been substantially completed,as determined by the Landlord,in its sole and
reasonable discretion.
4. Pursuant to the April 3,2013 response from Tenant's Escrow Agent(attached as Exhibit°S°
her®to),the Tenant was to deposit .$64,828,82 into the Tenant Construction Fund by April 15,
.2013,to.Cover.twb'(2).butstah0ing claim notices,as well as the original Notice of Lian filed by
ART Drywall, noted as follows:
FXHIRIT R
Mr.Amir Ben Zion
April 26, 2013
Page 2 of 3
Date Contractor/Supplier Amount Correspondence
10/27/11 Cors-Air 13,001.92 Notice of Non-Payment
12/14/11 Art Drywall $53,927.00 Notice of Non-Payment
01/24/12 MP Flresto Corp $ 7,900.00 Notice of Lien
As stated In item No. 1,the City requires that the ART Drywall lien(which has now resulted in
ART's filing of a lawsuit against the City),be satisfied via an Order of dismissal. We will require
satisfaction of liens and releases for the other two(2)liens(Cora Air and MP Flrestop Corp).
.5. As a condition of the.City's approval of Resolution No.2013-26167(attached as Exhibit°C"
hereto),Tenant verbally agreed at the March 13,2013 City Commission meeting to execute a '
General Release, attached as Exhibit"D"hereto,waiving any and all claims against the City
Including,without limitation,those with.regards to the kitchen ventilation and relocation of the air
conditioning system.
6.* Site plans were to be submitted to the City prior to the Public Hearing in connection with
Tenant's proposed entertainment use. The plans were to reflect certain conditions required by
the Planning Department,attached as Exhibit"E"hereto.
it Is imperative that you either comply with or,where noted,provide the City with the Information
requested in, Item Nos. 1-6 above,by no later than April 30,2013,so that we may advise the
City Commission accordingly, and determine whether to proceed with the May 8,2013 Public
Hearing and consideration of Amendment No. 3. Failure to do so may result In the proposed
May 8,2013 Items being withdrawn from the City Commission meeting agenda,and in Tenant
the Claced in default.of the.Lease,which remedies may Include the return of the Premises to
ity;-the acceleration of rent due and payable through the remaining term of the Lease,
: Including all rent deferral amounts to date;the initiation of legal proceedings;and.the necovery of
any costs and reasonable attorney's fees resulting therefrom.
PLEASE..GOVERN YOURSELF ACCORDINGLY
Sincerely,. . .
Kathie G.Brooks
Assistant City Manager
AP:KOB
9
Attachments
f. F
Mr Amlr Ben Zion
April 26, 2093
Page 3 of 3
Copies to:
Mr. Steven E. McNeff Mr.Amir Ben-Zion
Registered Agent 585 N.E.-58t'Street
Penn 17,LLC Miami, FL 33137
I
45 N.E.41 Street
Miami,FL 33137
i
cc: Jimmy L.Morales, City Manager
Jose Smith, City Attorney
Raul Aquila,Chief Deputy City Attorney
Anna P:arekh, Director of:Housing/Community Development
Kent O:Bonde, Interim Leasing Specialist
PWAIMseetlPennsylvanle Ave Garage Leases%Penn 17,LLC1Penn 17—Penn 17 Outstanding Issues 0426-2013
• I
1 . EXHIBIT A
MIAMMEACH p�
0
COY elJYltaunl dsadb 1700 ConwenNDn Cenfier Dave,Mlam(8enih,Narlda 39199,www.mimnfbeodLgav
REAL ESTATE,
HOUSIlVC A COMMUNITY DM OPMM np
'T®l:(905)679,7993-(305J 673,7093 ��o
March 28,2013 -o r
Mr.Amlr Ben Zion Jeffrey A.Rynor,Esq.
Mnn99169 Member Mitranl,Rynor,Adamsky&Toland,PAP
Penn 17,LLC. 301 Arthur Godfrey Road,PH
1881 Pennsyhmnle Avenue,Subs 6 Mlarn)Beach,FL 33140
•Miami Beach,FL 33130
. 4 Copy sent via e.1m*nlc mK receipt mquaw im
IdWIRODW
AmOMbradanin
RE: wotk:L ethr and Recrow Aoroomont (Work Lotted by and between the.CIO of
Miami.Beach, Miami Beach 1 doveloptnent Agency fcollootivety'%andlord"),ind
Penn 17, JLLC P'Tenant'), and Mltrant, Rynor, AdeMaky A Toland, PA ("Escrow
Aoont"),dated Auotrst 38,2011
NOTICE OF NON-COMPLIANCE
Dear sire:
As you know, •Landloml.,end Tenant are currontiy negotiating a proposed Third Amendment to
Lease, whloh Is soh�duled to be.presented to the Mayor end City Commission at Its April Jr
treating. Since, throughout the.course of ne9datione :(which have Included Adous
preaeeitetlons before the.CIV;f lnance find Citywide.l�ro)6*'Colpmittea end, most."My,
con4Idejetlon*the pity Commleeton of the proposed rent abatement.and d®f®rrel schedule at
Me,ill®rah 13, .2013 .Gtity orrainlss(cn meOng), the Uy'CommWon has even clear and
oonels't®nt thbf,:®aide frotn the lseuee b®Ina negotiated,the Tenant must be othelwlse.to good ;
atendlnB srld-.flee ••orri `�i®faults n 'the�ther.pnbVfslons bf the,Leaso(riot et:fae�le 1n;the
n®got!®tioris).:Acc rdln®iy,'ln praPe.i�tlorl for,*ehidtlon of the Third Amendln®nt it the 14pril
City Cbrnmtsslon niebtln®,;rthe.pity a4atministratloi� has been nevlewing the nematning Lease
terms to.ensure that Tenon!-has beer!comp�yln8 i�ulth seine. i
To this and the..purpose_of this Notice•Is to advise. ou pf certain.oom !lance-related issu8s
relalted to the above-refenanced Work Letter which re ulre your hMedtate attentlon,.As follows:
y. Adtlale 1, Peatlon 2. =The City has no.record of Tenant's second de oslt Into the Tenant
Conetri dtlon Fund, Ur the:amount af.$6W -.00.`.This amount should haVo been Oepedited on pr
before;46.d+eya after aAt{gust.29,2011(the.Effeothre Date of the Work.L®fiery. The EsGnbw, gent
VVns o.have.prcvlded,the City w6h Witten:no�oo itt®r recelpt of euoh payment,.-Oasbd on the
etatem6rtt re¢elved f tom the ec(•dw Ap®nt,dated �Jaroh 12,2013,and attached as EXhibff W
hereto, it ,appdarse.the I6i al U Q,Dbip .(the flat half of the Tenant Conotruction Fund)was
deposited lnto'the Tenant 000*066 Fund(hereinafter TQF)on;Sept 181$011. Hovvever,the
only bther'depoi t m ode Into the TCF,occurred on February '7, 2012, In the amount of
$160-797, leavin®a balance due of$34 9,203,
A �
Amk Ban Z/on
Penn 171 L LC
Marmh 261 2013
Page 2 of
' I
Ae lon Required:Within seven M days of the date of-this-Notice, Tenant must provide CV
with proof of payment(and deposit with Escrow Agent)of the remalft balance due Urto the �
TCF. Failure to do so constitutes a default under the Work Letter and,consequently,the Lease.
I Artdcle f, Secdon I -The TCF was expressly Intended only to pay actual'Word Costa'of
Tenant's oonstructfon work. No portion of the TCF was to be used to.fund `Soft Costs,'as
some are defined In Article I, Section 2, page 2 of.the Work Letter. Based on our review of
Mblt'A,'-ftre are two(2)disbursem"that were not approved by the Cry that were used
to pay for Items specifically def9ned as soft Costs as follows,
Table '
Cate Ck Na I Payee Amount Memo
Q:1I2®112 1687 of Miami Beech Blda De t =12M.02 Permit Fe®s
08/20/12 1666 1 City of Miami Beach'Bldp Djg 146.*604.43 Conotnoy Fees
Total BO 82x.86
Megan Aequlned: In bcxmrdanee wlth.Ardde I, Paregrsph Z,on Pape 2 of the Work.Lefter,'AII
Soft Costs ®hell be paid.gas and when due from.Tenant'.s own funds other thhan the Tenant
Construallon Fund.'•Aocordingly,the aforestated Soft Cosh,In the amount of 080,827.36,must
be replaced In the TCF. .
3. ,Based on the City's r000ncilldtJon of the TCF,which reconclli0flon is attached as Exhibt'6'
hereto,Ihei followln®disori ependfeb ware noted: .
(q As of May®,2012,the City re lects the receipt of requosts f.gr,payment(I.e.,In_the form of
Draw k® nests h no' d b the C. tp siln X723,286..'HorNSVer th®TCF.Statement(Exhibit
'A' .-601y A Oenedti pdisburameftWpaa ante made b Tenant total! X860 787 for a -net
dlfference..of:072,468, . TI'te:difference 0'ppears to 118.11p three (3) Drew Requests'that were
appt�vad by the My, but were never disbursed from the.1tF,loteiing$133,108.04 land as �
noted in 'Tibia 2,lb-9100;.-oupled.. the two.ynauthorized'.p®ylr�ents, 'in the amount of �
$60,627.36,•h orertped In `able I of this Notice.
Teble*2
hie pity" I Amount Memo �
10/27/11 Sky Builders I I B 8OO,OD Labor&metedals i
12/14/11 -Hellorari one'truCtlon 1126.0.00 Labor&materiels
1124/12 Hiftr®n Construction 100 648.64 Labor&mete els j
Total $133 166.84
(ll),Pumaint to the Oity's reconciliation in'Exhibit°s,•sand suNed to Tenant's complkm with
Action It®ms And.2 h®r0af,the.TCF.shouid Wed a balance of..$278,733, pending Tenant's
submisslon.or any additional Draw Requests to be approved by the Cllr.
Addltlpn®lly, -you should also be aware that Section 6.2 (n) of the tease Agreement by and
r
between the 0ity of Miami Beach,the WaMl Beach RedeV®lopMent Agency ®nd Penn.1 71 LLC,
dated -September 16, 2D11'(the.-19ase", spaAcelly requires that In no evefit sehell the '
Construction Deposit into the TCF.-be reduced to less than $60,000, .until such time as the i
- , i
Tenants work has been substantially completed,as determined by the Landlord,In Its sole and
f
Am/rSon Zion
POW IZLLC
Mamh 26,2013
Pa0►e 3 of
i
reasonable discretion; and, shell only be released upon issuance of a final.CertlRcab.of i
Owup®ney(CO), with proof that all permits have been dosed,together with final Ian waterers
and contractors affidevh reflecting that .all contractor's, sub-contractors, laborers and
materialmen have been peld In full.
AcfJon Requfiad: Tenant and Escrow Agent shall.provide written dartflcstlon,Wthin seven(T) ,
days of.the date of this Notice,as to the dlearepandes between the TCF statement(FAA A)
and the .City's r conefiletton Exhibit V); such dadficatlon, conflming that the eforestated
balances remain In the TCF.
4. ..Adlds 'S, Secffon. 3,.- !I'®Went_.shall.naqulre. h Contractor.to.-pr+ovlde uncond�bnal
pe�F®►mend end�ppyir�ant bonds coverinp th®totaf value pf.Tenant's*work ieeued by i surety
aoaeptpbla.jP.:Uhdl¢rd..,told bonds Ahab oiJesued.for each Aubcontraator, pontrador..or.
Materfahlon f urrolehlrt matMal of vldir�labor.o� srVioes to the Preni sand shell(D Warne
Lin .an ddltlorral a itn®e;.(l)U in bn dmount, in form end cont®nt, and issued by
aunetl�,satlefsctor�r to Landlord and(ill)be Incompliance with sppilcable Jaws.
Actlon Regrljned: Tenant-she#provide,whhin.seven.(7)days of the date of this Notloe,cpples
of any end all,performance Arid payment bonds as requlred.
6. TO date,:the CRY.hoo rscwlved fonnal.notiflcatlon of two(2)dalm'notices,as well as a Notlas
of Lion,-for pon-iaymeht of work and/or materials related to Tenant's Improvements.es noted In
Table•6 below:
Tab/e2 • • • . : .• .. . . '. , '. . .. .-. •. - . . .
ate . on NO 0 upp or Amount Correa ondone&
10/27/11 = Cots,Atr 009:82 Notice of•NmPa ment
112114/11 j Art 13 ll $83,927.00 I'Nalas of Non-Payment
01/2.4112 UP.Flresto Com 7®D0.00 Netloe of Lien
Ac,�oh A,�e�►u1 af:`, Y �(®n,: r;nofl Co*ion-payment for J�biot,br tn�terials�n aoc lunt..of
196 -j , Shitll die leeraed ff riot 010 d,Oltl"nod or t�l��ferrad to bor�o, an Evsrif of
J�efpo, t.AM or th®9Ndrk..L #er=eridd the 1.aasa i n�erat. . ccordlr ly,•Vert®r 4'gntrst pr6lds to
th®.t lty,:1Nlthin eel on;{��;q�ys, f the.date bf this:H®foe, dobumentetld' if.payment-or other
for/ri bf.atltaferon bf oitt�tartdirtg blelmr3 onumet�tsd!n reblebova
Again, while i.e6d6rd.on.hues 10.Work with . ohent toward p�eporetlon end presentatloh(in
April)�f the".Third AmpndrAt;to.the Losses I.(®pain).®mphaelze.that tics Clty:Commisslori� a
�n®1 cotisidei itlori noi; pproVel.iof':th :. 'hlyd�4m®ntlm�rit,.�ui�lch tNe rntend•to.present of-Me
April 17,10I3 Qt(y'DD01q,. salon shooting a pt�dioated urn the cpridiuoh that Toriant,but for rte
fallurra o.pay iient 1n th®.err 0, ts";burne fitly aqulre6l:u loot,tho1eise,la In gobd standing and
Nis*on default.with respect to•other•Lease provtslons ilnduding,.-wlthout lltnitatioh,-the terms
and condltlone of the:Work-Letter,01oh is Incooreted as on XhIN to the Leese), i
it is .thariafore.tmppratl�re that you';proinpt1y provide.the City with#hs.�nformetlon request®d
h®rein, )noludlr�a.Any.our® isasirrpe rlequlred by the City, so that eve:thily advise the
C�rhrri)eelon :(when .pry be' nft. the*Third Amendment) that the~Tenant is aomplying iMih the
te:rmis bf the Work Letter. 'AcoordlnBly,please respond to the City's"Actlon required°.gems,as
Penn f7,LL
Mend 2B,2®!3
Pepe 4 of
set forth herein,by no later than seven(7)days from the date of-this Notice,or by April Z 201& ;
Failure to do so may result In the Tenant being placed In default under the Work Letter and the
Lease. '
Please govern yourselves accordingly.
Sincerely,
a.,L.O�
Anna Parekh
Director
i
ARIKO®
Attachments
Ca Kethle G.Smaks,Intern CkV Manager
Max Skier,Acdng Asslstant City Manager
Raul Agulla,Chief Deputy City Afforney
i
l
. i
EXHIBIT B
MITRANI RYNOR
lit
ADAMSKY TOLAND
f
I
ATTORNEYS -
301 Mur
Fl�dhouae "W Ad .
AloW peach FL 33140
T306ABomm
F 305.368.0560
. MwwN.aorn
• Fal LvAimble OM= AP&Sp 2013
24W Iq
ems
&&1(e 302 ' ftm
Ww nn FL 3 326
AAWA.I.Ipw . .
Ami�ynor�mllranlaorro
3'eO,DhiboO or
Ril J. fief
.DA ft Attoaanwy
1700 vantian Cahtar D*o
' M3anii l�ea4�1:lorlda 93139
Bni LOW AMMON 4easiO&*90 pie CIV of*aXI FeaoA FloM4
neM od Beach Re owlgpnte tApnW pMbq&r m7gogW&
oftn d to ar Las pbro and Penn l',U pkmo,&Ww wZ&0
' deac+s QJ'a�ppreindme�t►?;66s apuet��rst Rlgrot�►dJ9vor meal!
e ce adept j►7v adadyruure Glafflevi 160 pmaofimb 4MA M,
�arrrt�ea�!r,�7or�da(�i�ernde� .
DW ME.-)Para h and W aguk-
Tb letter responds to yourNotl000fNon-Complh ooMad 9"261 2013.
A; -you 1p.ow, the Tenant lass.:Ipmt wou ,fin exoage. of iho two N' MM Dollars
Acted In dwlaaiant ConebrnoV
araant. tO am�loe.�e .
rvi3atu�ant'. kul) a u flit es 2aaesible,plum pii"u»paralia�od.¢Ujdao
ow 1tipdt!1stivo,:Oilidoil'k-ioai -to.�oocdnpl{r. Wi.,goal, the W c�oa�#clbuted
sibs al Audo W qw-W no,. a*stn'i�op a wgps.�paoe Od.goiuP nta alto
a a o: Y;of 4aaoQla� ,o :. 1 1M-ft of the niWW y y couch ra�leots the
this,art�10 °®ant.put into the space,to oonj od It bm a SUMO and*W&
as aiitoatau$1 r �rt1i. ;
Mth this in mb4 to Twmt res 1Po mb to the
illsiaoe r+elatedinuee as fbum..
1. ArtioYe 1,�uotion 2. xho nRat p�rovldod a depcsit of$500,000 oh Se tambor
19,$0t 1 aaLd.a iSQ,790.82. 1t an�Pebtvary► ,3012 r 10l$6$0,796f12. aho
Tenant;pall,:for ponstruotioa�.'.coa0 in go ,nt..of $1,231614.12 t� Ralloa�an '
Caaiadori ganef 8ddldoni the. tit psld9a 7949.41 lbr�a�to�eon bgtdpment snd
nM f mupdon its. ,3 a Tint also.P4W�r d�gft And o,.O=d.AY*M w fah c®trt
Awl rnta�► 1d uott8. t ($13.0,000)snd emlteotutsl lops�5120,dQ0).
Al... a h 'fie op *.th iam*fog balsaoo of$349,203 it o&ta*
'aomplled t►M the L®aee'o toqulr IOW regaft conehtaotlon by paylug lbr the
M ITRANI RYNOR
ADAMS KY.Y T
All
ATT ® RN EYS
wm tuotion on*ae reflected k the mm wue fnva m and old attached hereto as
Bxhibft 1.
I Ardole It Section I— Alt=o the Tenant pall City of Ulmd Beaab
Btailding Deparkwnt permft face and oonaunmq fm,the addidamal ohwb that have
beam as Bahibit i to 96.Iettat°rat thet the Tenant has paid�r h�scab
beyand adeottnt o. ,gii*aatioipated$n the TCF.Conee fi the Ta ud would '
b►,
prime& the hard:fit that•were paid to the general•v mtW.w, as wag m
• oontr8obaxs,�e at�ted tnwerds the coats,
9. A�plmo end es Ri ftit,%the dleburaemmi g dam .
4. Article 39,0WNon S. Alm.you kww do cam ox has pa*Mad under the
ooAbsat end completed*0 Psi Uwm dlttoaal pifommm.imd paptneet bonds
are>yot may+ sdletbler +es4auratats, Iawever,tlu.pannlft pwoaes as wail as a
• maple WmuW impead.on w1E cad m that the wak hu been o=pleted.
S -no Tenant will depodt in worow$64,828.92 by April IS,2013,m It relator to
dae.ao maims tpfa*tta in yourleft h the n mdmay the Temad has 4h*been
k causal with.Ow dtywaH convaW and it is ref* to agm to as eactansion, If
nec gty b tho�snpW to udul)ly m6lve this matter. B dwWd be suotoal tbmt&e
TwAtit diepAnOwn oleic,but%ilUroiotve them u wm as pond&.
Mary , . ' • . - ;
i
2
EXHIBIT C
ROOLUTION N01 2013-�201b7
rin���.�we� 1
A kBQIAMON OF MAYOR AND CITY COMMOBION OF THE CITY OF MII MI I
®Qr4W FLORIDA,, A009PTING WE REQOII M9NDAVON OF TW9 FINANCE
ARID CIT WWDI PROJEC79 OOMWITIA PERTAINING TO THAT CERTAIN
RVAIL LRONAORNEMENT NYAND BETWEEN THE CI'I'YOF 16491 WA¢H,
TIN MIAMI OWN REDLY9LOPOWAORNQYAND PENN 17,L,LC(L,E88EE)
DATIMAINPTENIE®R ISo 20'1'I,INVOLVING THE LEASE OF ApPRO)ONATER
',eke AQUAdRE .P1117 OF :GROUND.FLOOR JWAIL-SPACE AT 4118
PORNO IVANIA AVOWS OARAGR,-W PgNNe .VMIA AVONUE,MMI
APAOHs FLORIDA; ORANTINO 1°HE.L6®ME THE FOLLOWING AMENDED
RaH®DLILR,OF RLN .I)APPLYING ONE ITIIR01113)�Pi 'HE 1,0810%
I LNG,�FIIDUR�TY. BIT;; EN�NG• 4T,84d, wARD.DABE
j JUNT. -P.OR-mm' MONTH OP,NDVEI�®ER.20%*bi0 N®t6,+74
.FOR ANION AWA N AINTNNANON(CA q FOR NtI10131 R 2 bitgAND BASE
: A O y r 64,pWd1 o^POR b0dbmLR N e EC� NF9WbTO� C Kou LENVI OPPR60I6 AN
NENT ? �p ¢ Nt� Y)bF HE R I NT AND pIE AUTg
tR. 14 P
'
gA11f ICING aidANLiA1tY
IROtJGN i1 ILYY,;l,2, 81 Q DNFNRRINO NFTY 1WROENT.110% OF"(1
�R MWAND OM FOR * i *1k(e)10DNTH Pp,NJOD 00MAIENOING.dULY i
444013 .9y�IlI�OL4bH.. CNLIARY �2, l014; Al1ID, I):�ttO111DIN® PGR m
V�►Y.ENTABY,tosso OP,IE 1W_
•Vly 11NTOF THE RACK4DUIT RENTPORNDVP,NINBRANbb18CENt0%0012;
."IN.A#tCQmANQE WITN "in:AAYIlENT SONSOULE.ATTADI1D 0
;XHImrr!��1 I-jf 9REM;PORTHEit-Sk t'ING CFA !mmuc mEARINO,BY THE '
OIL a1PRIL 4Tp.013p REaAWNG BEA'8 PRO0,6m,to A60 AN
: NTIERTIUNNI®NY. IPnNNN1';AB�l N��i1 RI"lOPI ED UP9. N THE LIQA®6
98 D AM PARr OF 0Malal0.8 ON6000AL'TO OR143RAND"'AND
I'RN' E I�REIEIBI ANO X S NOWRID NY 813ft tl 142402 OF THE
;INH�jiAN,;on`apprll. 8,: 1.9,.#ra.Nlsyor.end�C�r oormleln edoptee Raeolugn No.
:261.10047,Pow ppm,Mno®1,�i,�e0o i lxd 4 7 L�,O. 00),W' �is' �'elne�,g And t�4 d4i,1W im of i
Npprp rr y , o�';equsir+o, �fDi�uhd level rots11 s sloe Pen*lvanla Avonve Faroe,
1881 panne�►Ivi�in�A. ®;•Mfi1Ml Ueaoh,`f�lotlda; or� ura►i!(pi#mah►ilee)AomerY�es
fora bek�ry, t�end a book plat e;iop.Phe ramlmj;end
pe1Y�o Rq12,tho' Ioyar aritl Qir dommllon adapted Rts�hfllon IVa,
ZG ODDbR �pJryav)ng a FIrsI Arrlarimint to the!,ease;i�brlaoMnp fhe proea Msntsbl®retrypaoe
fohn 7,607 A.quar w to 7,8 6 lkuer6'fbt, �:provldlr►b r4 oar!+ pondlr `Aon h,
Annual Pan itsht fnpm,�8�8,828 to 0�'4,4 6,and Ute aaat by Qarrdnan;4�ea tllalrri�sn�rlae( ,
-ftnr'6106000 to 8 o pppr,yeaw
,.op.ung®,2012,#mill, 0r,arW 0II06mmlesslan®dopted Reeoludoit No.golf
. . aees one�9) d.27026,%pprWng t
aberlt s�#Epan!end darn un dddl0anal fwo(�months' B Rent too be pall bythe '
.1�0eee irk lum Woololiwn,•ourh or In Ihhq s1xB iqual tn�n6ily 1.n Ilrri®nb f ether 11h.1+e�Ldar aI
rK arl ll�a ntenehoa0�q�j,tmmmenoln in Lhe�1nd .9th a Form
and Ohd�nd bn the tail day btfhr tlf0t.yaal'•�'h®Laaose�;epm;•A Irioreerin t aria of the Lopmes
AddMorm Ali o .Rppao),*e daflned.h aei on d/11 Of the I.�a$e, o Includ® eddll aria( ,
. 284s u0 purlaritly:deQnsted f b!�etvie'of. bulkltn 'e Mood pahels;'a Inat )rip the olt ®far ph11 on Ah M nten ie CA from ,d8o per r to$iQ1,S 0 to.Wept tw
tnorsan(n oftheAddltlonalAraa;rind4)ooneWatlnp,diIhs Lsseee'e sale dot and oVeriis,
i
a new replacement enolosuns for the storage of W panels, sub)oot and pursuant to the r
•atlefaotion and approval of the Lessor;and
W14EREASl the Lased Prernlses,which housed the CoopsrAvenue ReslaurwA have been
closed since December 17,2012;and ,
NMEREAB the Losses le now requesting rent relief In connection with oertaln operational
complhslons reau t'ro►ftorn Ow failure of lb Or oondlgoning%stoma and
WHERBAR,an Deoember20,2092,and January 24,2018,the COVe Finance 8 Glty t '
vote Committee(FOVMO)aicpreseed support lbr providing come levW of Mlef to the Lneae, ,
r au got to the Inolu of;Pod o release language absol ft the ft of any llab 4 mga*j
L.esersd'e owl wverrwe and claims rWated to loss of business;end
•WXWtP,AB,tie POWPa recom*nded InfavorofthefoD tom;��Mn, lit�d
l'l/2)of 4>�i'1 seee'e 1n0 8®ourl�y Repo ,:kepi rid #4rdiBN�a aese en#owmdfor
.1.'prM pf N ,90 72; .2)difetring $9X474 forCornmM Aria�lalntehands for
ov r 901 ihd sa Aent ® of
N ,. ,�, Aei. ,ptuM,:1br rtlblrt;D9,�,fn ate.to►bal amount 4$"04j',F92
Maln 1) rpp' bn.Abatement.of.W% of the base jWnt and Ooiornon rea
r tenanda(t j du®1br tnb lit paltod oamme ,anuary is,2090 throuah Ju�+1�,
2018;4')dam.ft psroint x609 of life Ba®e Ront MO CAM for Ole six(8}trlonpr.poitod,
oornmien ft July 1312013 ih%ugh.JanOiuy 14,014 f°pelt mi Pi lcdla lo�e xps)d by the
Lee h twy fipur4j squat rronthiy Instailmerrba, mrrtho ebdlt r bf the I49ee
'farm and andinp Oi oe jaO.d b1 the"Venth,yelar o! ;a ind l Nrovldln0�4r re
paym9h1 by tgesee.of ft pn Ind esioiii y dqp®eh In theMoWt of$47 844 and r"agMeht of
thb Book-Due.kent tar Noviml�er end Deoemb®r,2012,in.le'atno*0 4,761,to be repaid in
twielvie d1?�equal rnon9tty Uoetalimerrte�mmrinchtg In�flfth year of the Laei Tet'rn and ending
on the. !��y Of 1h®.tff year.6f fhe:L®aes Term;all as ir9her set Oorth in thlhit'A'to lhls
Resolution;Md
.?W#®RWI ttt the m4uost of die 0?OWO Ore Lesssobso.phovldsd the Adminletrotim
with a pr llrnlniry b�lnese plop i6ich ONpoise rsn'branding�and re�opening of P*Leased
Premlees by duly 18,?012;Ong
.W1fHM.AB,Leeebp propoaea.thai ia PIPWi6g,when tined,will house dune )
Individual gcnaapts,:pn Anchor urentfebing Moh.K Invohrinp a i.aeaee s.reYooaOon�
®orrd street eeteu nt P-.LA.located th®1'o hOclae No ;e Web*ohdf I1Rh nlpht feat
oaa4Y��a1 1601n' a oePl�er tlai'i}tie ipaoor;Lind(e�ibJe�t to Cl r approve,a loui�elbar in the • i
0146tEAE,ilnbd the lour lbai oom ` ''M ropsse8 rin sntertainrrierrt rise,ll+hloh Is riot
a,pathl��d*rl :In: lh�o;And jQ m4ni1pr1*IWO)•$oning�Istrlot, �t- ON' heeo�U i
nequlred,under°
h.14240 of the Oflyrode.to.apprmre.®rich rye.
NQfIVo Tj is jjpQI�`819 IT.Ql,1LY-REBO.VEd pY'1 HAMAYORAND.MMOOM{fIIBBIQN
®F 'IE 4t1'IY; p.�fU !BEACH, I.t )II '#h Ina t ior � pnrmlealoj C h, byy,a0ospt
the.Mo rriindation #f 't I o �tnan�.hod lda`pro,jeote bomrMgie:perlelntrt to a I
pprcp0ied.Amitic r Rio. tti of ter.tiro.Rated i ke)Aprebrr>�itAby end en the qr of
Mlan11�e�ieh,: a�Iliarrll ®e�`ofi fitedevaiopmelnt�►geoivy(ooiteotivt y,Leeoo , hd enn'f r,I.I.O.
Lewes �abd mbof�8 1 1n a se df ro5 u n a<
( a)� $W ,:� 1, �th :Ise app ltground ltoor retail 0080i at tie Parmsylvanle Aver'toe per Is,989 Averwi;Miami
Beich,-'�loOda;Mi6q rimWjnj fiat,ee pert sill Am�ridmenta Rhe'1111ayor arl 00'00 imkWM
apAr v�Ole 1oUowlnp iameru ed eohodsile of r 1)ipplyinp d third(11��ate Lome's iw*
dcpai t,)n th6 imourit 61:#47',844 r'OR ba u®. ,nt:amours cad:1br the Moths of
Navamba>", �1; ?�d Mhp 88,470 1by'Oommon Ahsa Mainfananoe(OAMQ for Novambir,X092,
am son fter►t,:plus Vii,Y4r.DOmber 012,In#I;or'noisnt tyf 664,782(sook'?Curen ;$)
a�pppr o ft on obatainant of Ails Peroent 10 R)of th's boo got and Qommah Ares Malnb®neinos
(OW)fbr the sbrrtnoA peifod oolnMencing•Jinuaty 18 though July 12,2018;4)d�ifrrg of tlf�
t
peflaent(W%)of the flee dent and GAM fbr the ebc month period cowonft July 43 fhroUQh !
Januwy 12,2014; and 6)pr+ovldlnp far aalayment by lessee of fhs one thkd securHy depuff and
m"ymntofthe®aol-Due Dent fbrNmember and Deaember,2012;ell In®000ndanoewllhthe
payment ebheduls aftedted as WON W herelo;A*er eetdn0 of.a pubUo hoar by to Ck for
Apol 77.2018,nsgirdln0 Lessee's proposal to add anmentaomponentea a newPrcpom
use on the Leese Premiss(and so part of Lmm's proposal to%-band'and reopen the
Pren*esj and as f"Ulrsd by aeotlon 142468 of the t'.lgr Code.
i
PARSND AND ADOP11D THIS I P DAY OP LARCH,ML' i
r •
l MAYOR
ArM8T:
OnYCLERK
I K®DiMSAPK013.
-•A.0PRdMAiT0
FORM&LANGUAQO
MA WAMON
el
ve
i
f
:�
i
�,'`
�D
,sE `�.
GEN���
. ,.
.�
1
��
This 1w&ument Prepared By.
City Attorney's Office
City ofMiami Beach
1700 Convention Center Drive
Fourth Floor
Miami Beach,Florida 33139
GENERAL RELEASE
As consideration for the Mayor and City Commission of the City of Miami Beach, Florida's
adoption of Resolution No. 2013-28167 on March 13, 2013, PENN 17 LLC, a Florida limited
liability company, for Itself and its officers, directors, shareholders and principals (collectively
"Tenant"), and AMiR BEN ZION, personally and Individually,-b execution hereof, hereby fully '
i and unconditionally release the City of Miami Beach, Florida, and Its commissioners,
employees, administrative executives, staff, attorneys, and their respective successors and
assigns (collectively 'City"), from any and all manner of actions, causes of action, contracts,
agreements, covenants, controversies, claims, and demands whatsoever, whether legal or
equitable,known or unknown, fixed or contingent(collectively,the"Claims'),from the beginning
of the world until the Effective Date of this Release (as set forth In page 2 hereof), and relating
to that certain retail lease agreement by and between the City of Miami Beach,the Miami Beach
Redevelopment Agency (as "Landlord"), and Tenant, dated September 16, 2011, involving the
lease of approximately 7,655 square feet of ground retail space at the Pennsylvania Avenue
Garage, 1661 Pennsylvania Avenue, Miami Beach, Florida (the "Premises"), Including, without
limitation, any Claims resulting from the (1) ventilation system, and/or (il) the air conditioning
system on the Premises.
The provisions of this Release shall survive any termination or expiration of the Lease.
This Release contains-the entire agreement between the parties, hereto, and the terms of the
i
Release are contractual and not a mere recital.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF,I have hereunto set our hand and seal this I
day of ,A.D.,2013("Effective Date").
TENANT:
ATTEST: PENN 17, LLC
By: By:
Secretary General Partner
Print Name Print Name
STATE OF FLORIDA ) ;
j SS:
COUNTY OF MIAMI-DADE )
The foregoing Instrument was acknowledged before me this day of
2013, by as of Penn 7, LLC, a
limited liability entity. He/she is personally known to me or produced valid Florida driver's
licenses as identification.
Name: !
(Print Name)
Notary Public—State of Florida
My Commission Expires:
s
t
s
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2
ATTEST: AMIR BEN ZION
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Sy: By:
Amir Ben Zion I
J
Print Name Print Name
STATE OF FLORIDA
)
SS: i
COUNTY OF MIAMI-DADE )
The .foregoing Instrument was acknowledged before me this day of
2013, by Amir Ben Zion. He/she is personally known to me or produced valid
Florida driver's licenses as Identification.
Name:
(Print Nome)
Notary Public—State of Florida
My Commission Expires:
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Damien, Elizabeth
From: Lorber,Richard
Sent: Thursday,March 14,2013 7:10'PM
To: Parekh,Anna
Cc: ' Aguila, Raul;Gomez,Jorge I
Subject: RE:Penn 17-Conditions
Anna,
As we discussed earlier, here are some conditions:
• A double door vestibule shall be created and maintained at the main entrance of the establishment.
• The ground floor windows facing Pennsylvania Avenue shall be suffciently transparent to afford views
of the interior of the facility.
• The applicant.shall be responsible for maintaining the areas adjacent to the facility,such as the
sidewalk.6nd. .he areas:of the street adjacent to the property.When sweeping the area in front of the
establishment, the personnel doing the sweeping shall ensure that they do not merely push the refuse
In front of another building, but pick up all trash and dispose of 4 appropriately.
• In the event there Is queuing of people to gain entrance to the establishment,stanchions shall delineate
the area to allow for the free flow of pedestrians.Security staff shall monitor the crowds to ensure that
they do not Interfere with the.free flow of pedestrians on the public sidewalk.
Street flyers and handouts shall not.be•permitted, including handbills from third-party promotions.
e All"wet T-shirt,""thong"or"bikini"events shall be prohibited.
Security staff shall take measures to strictly enforce patron age restrictions in the City Code at all times.
From: Parekh,Anna _
Sent:7bursday, March 14,2013,3:42 PM
To::Lolber,,Richard. .
Cce.Agulia, Raul;.Sonde, Kent 1
Subject:#w-. Penn 17-Notice Public Hearing,doc .
Richard,
Are.you OK with this proposed languages
Anna
Fronn: Sonde, Kent a
Sek:.`P'hursday.. March 14,2013 03:36 PM.
To:4.ully4 Raul; Parekh,Anna
Subject: Penn 17-Notice Public Hearing.dot
Raul,Anna
Have drafted the attached Public Hearing notice.re Penn 17's proposed Change of Use for the entertainment
component.Please advise of any changes,before forwarding to the City Clerk.
1
Parekh,Anna
From: Scott Levine[sslevine@msn.com]
Sent: Tuesday, May 14,201311:49 AM
To: Parekh,Anna
Subject: Penn 17/Cooper Avenue Letter of Intent
Attachments: Scott Levine.vcf, Penn 17 Cooper Ave Executed Letter of Intent.pdf
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Anna..
Sorry for the delay, I was out of my office this morning. I would a like few minutes with you this afternoon,if
possible.Additionally,one of the principals of OBK Project,LLC, owns and operates 12 restaurants already.
Please call me on my cell(954)709-2583 after you receive this email. `
Thank you,
SCOTT S. LEVINE,ESQ,
SCOTT S. LEVINE,P.A.
1555 North Park Drive,Suite 102
Weston,Florida 33326
Telephone: (954)616-1132
Facsimile:(866)703-5508
The information in this e-mail is confidential and may also be attorney-client privileged.The information is
Intended
only for the use of the individual or entity to whom it is addressed. If you are not the intended recipient,or the
agent
or employee responsible for delivering it to the intended recipient,you are hereby notified that any use,
dissemination,
distribution or copying of this communication is strictly prohibited.If you have received this e-mail in error,
please notify
my office immediately by e-mail SSlevineL@msn.com.Thank You.
i
FXHIRIT [:
a
BINDING I ATTER OF INTENT
Z.;rttt�a;t.%cis�tticrnvtt:
'I'ltlt mier:erntimcnt ithit: Ucd;t% of Aprtb'111 I. b} wid aninny.Penn 17. y
I.I.C.a Irlwid a tirnhcd IlabMtt cunitany-tthe" '+ ► t").ORK P-mi.tCL I.I.C,a 1'Inr•tala lintittd
tr.-tltrlaty rumpan. 1tlty" M�r►t"I. mbd An,it Hesv:fIon.a U-siJeW Of 1114 of Flnridi t"ft.n
• gi ").arty tomb 1411 L..wnti;tl wrtw,of the pnrpoked wsc of 50'�-a of t!k mcm hip interests in
The Comhrua; 11111' "51mm-).-Culyernly owned I%%- M-A-f►nn it)ibe 9wer ulx,n the termw :1"id
cmtditlotts ul tint3l hercitt in thin Abreemer.1 and that tecrtaie I min;eRnmy Volta Olve
dated ttt nI April,,,_;24)1 i..`Old attarlwd Hereto o F.'.�I't 11111:".1.Lw g-n")- Ilk`Conrpam•
tattles idt of 11w right.ti11+v aald intent in;end to"Coorwr Avenue*reslaufmtt lacatcd to Miami
F'kvieli Idle"Ittwtouruttt").
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1 he partleN uitend 11114 Apiv nvoil ttt hc birtdlur,.anti cnfot iffi1`. and tlr:u It uIll a°aure to dw
hent;llt of ihv t+,rlics and 11wir et:apcctive jIWV%utr:.atxi i-MirIls,
1.Iaurvltiat a wbj Salc a0,ihgw.. StAlte:t tit the terms and conditions r11'this AFMCMIC111.the Note
and delinttive tltnutttcntaltun.at the Closing of tile Tmnsulttm(the"(-'1e,�,•).the i;u;ter s.1ta11
lu+u Ww lirtmt Iten-Aon.and it-ti-Aon sAwl%ell to tits loov%%the Shaer.. IV date can%hick
th.• ('Inning mcurt, is ariQrTW It+ lachcin ;ry itw '`C 0%jup Wtr.."
i11shtladtnp.►nythin&to the vanifur%-set forth In this Arivena:nt.Ilve
Nutt/of eta;'other ttncatment.Uri:iluyef shalt ru)t assunw an; Whiilik-i ear tit'bt{.UI'1ie11-7500 or
tile Vvnl sane.o eltt US spet:itivilt;.tit lwilt Ili i1w&-itehwo transaction ditcurnents.
3. Kati :+,t•J!Lke. '4sgr} b!&. st1hp a to the satisfiloon CaniplO on or the UU,%cr`:►due
diligollow the alp.pregatt: pilichaig part• liar dw Sluliv% (the *pUrvI•e , a %h all tie:
$.;0GJ1 ttl.1161y:chic 10 1101.7.iwn in imniv-di tie1% availt%hle firnd4 oil 11w Cloiing Hake. Upon tin
cUc+aunn Of ihis ppor•umt.the iturar%hall ditty ice ter,:ticil-cr illinterli;wtv avail;*o funds In
the arztouni of S1 W.WU t.gt;rrt from the alxr�t••rdel'CO►t�act�l S."o.uwji. it Wing and rmtt°od and
agivwtil that%uch tnt;tic sh;tli W ry-.ext I+y the 401e-r uitely to nwswt l 101101't1w debts see lonlh in
4e+460e1 501,1h1x ' m n ►e l 1 t .rat
%%lift:1t cu%c MM1.411011 ~hall be trap+tatted u+the SwIlue ill Cwt an►;4: gol his 50%iatterept in tiva
Camps%--. Ali% I eilusr k% the Seiler to 9rn141ly with hit,Covenants.agrtvtl Ical s.repr-wil lions
or ohlilaatiaw.in this Apvcawnt, the Now or thi:definitive dovon otalions xltnl:a"Witute an
imm%4diaw bmniult uf'thls AZ!ret-nwilt.the SCII'vi'411311 bte It-141111CA Ili+ntrnac4l:ttel} WRY ilk N ette
in hell tit 111- Ruyer. runt 11va 990 ,Vr,11;111 he enlillrtj to all *P11:ahlty rvmtjics al 1111► ;trill to
egttitr. For ttai avoidattox nt'ilpubt. in the Baas the 1 non5 okm woc�6 wl alt w ibr an)
neuron%laawvvrr.i1w Note >`hca11 hey ininri:tlimelti ;xccleratad unit 1hevo-ne Ste wid payal+ir an
AID.
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i.I►r��l'I+:.itt�;�,'�►t,nsraf.. A%%tlpn.%4 pc 'tthlc the pattiea w ill use their K-4 c°(ron:,to obtain all
vocvsvtr)-third-pang and fowrom-mi ctlttlwnt•priOtldinp alt ccttiticatia.Ix'11uit.and apprwals I
rtyulrt-Ill the opemlion of illc C'omp<mz:umi the%ulc of ltrc Sharnw heriat a ict).
The uc ww% of The Restaurtttlt, includint the Sellur. shall contiaw to upenow Inc C'ompwt '%
h►1m"v%a ill a I11w11►(•t can':rdtstr pith past practier hviuc'n Ow Jaic of thrti Aprt.•unival afvj the
cunvanlnrltitm of the Truwaictinn. The panty+ aj:rw to prepare. nt'd,i►1iu1c clmhl OVICutr a
menlbunihrp r►tlrchase a1:d snlr 11f.mv taunt, rtllich w+il rcfEtt:t the tams sc't fxth in ills
Aelvei mt and trill contain customary repmrinations, s►'•7tr1 wev.covtMr nts and Indvi 1lilit'•,.
S-Conditions- I 1 flit)vr anJ, iht•Seller%%sit tint tv obliDilt-t to eLmms-ummate the pnrt:lrn•t:u�lett�
the ChIlti%hip coliditions pry-t•dent have rctiri:rn-t in%%mvt:d in wnionZ.tr•the Buyer prior to dw '
Closing Dale-
u. Me Buyer shall.tv--atlstied wilh ibc•n.nitx of its due dlitpmw ner•i.;w.
t b. 1111 Seller:`hull have received all ct-fliltwics.pennlb and uppravals OlM am,WgllirL%i
In conitmilon with illy KuvePt mnershlp uaf flit Shares and the o1wratlon of the ;
t'alttpan�'s bwnet,•+v
V. The porikm.bill have secured a lusty;term Itaw frnstl Nu:landlord of the' huiltling In
which five Conlpany',i 6ishic-m is uperttictl, a►•ilh all Pjvmwnl%. 1:uiCri and t►lh(•1
ate owits fully paid and up to.Usti. A long two lins+:eWcuted b) the landlord.~with ;
i paytnents up a,daw.
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J. flit:Strik:-dull Ilaw amtplctel) WL11rd and otuahx'd ro eas<,s felatinf;to Our lawmtlits
hr 111t• Cullir;etitar. Riirl:, and any (►Auer autsLuding claim-, .iniounts at i
t:auna Of adic+t,. for s►ilielh tctr Setk-r %hall he responsible. and the Seller slulli
p?(wrtir t►tlltt:ll 6►rool In tilt• Buyel VI'S{,`r��l`Illt'lll HIM lt`I4:4W$, '(7ss' Ht1)vr mid its �
rtiY►w-weitatitcs shall K-Ilcmeinod w panscip`w in an% such seltle'mcisi% and releasos.
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t v. Al oflkr material then)part} Jchts nethe Consixuly s4lalI he canip!inely repaid by the I
S`llk-r. tncludine withota limivawn. 1uu141ats Owed to real %stale apt'nls. bruhtats.
.qu;lpliers,otihq IntsviJt rt, and my other pelsorl ot•cti mc�nn± i
tv having it claine apaisift the t o npany.
1: The Selict Ji;lli tinwide the 13s1%-('r:t a}ptpleIC and t'ongVIV11011si►•e DA ol':lll ut'1114
t'1.1111FKN1±'; 7«t•►ti. 1.01-,013D uhh the nviners tuque-,ted in the ds►r dilihnt:c Ilm
Jelliv and b%the Ku+4r lo the Scllrl
V. All istt tkutual pft+p`rtti ou ived by the Company Mullo remain m trod try the '
C'ttnsruwlly. 1'nik-s ine. file I Ant• im-ellevival propetty ntt•rretl individually j
IHtjA'4�(
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In Ilw tiall%:t•shall be lran4l;•md t+1,the Buyer on Lem.and owulilitn s ucclxahle to
tlw nu%el•. I
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it. l ollou inn;the w.w-umrtation of ft Trumaclion.the Comp;tm .11.111,continue to Own
all t•trht.title told in:taut to and to the ltv%iaurant.
i, The Ruver shall ,iVu u bvcvuril� mui.ar plcJuc ttar%%ttwent. pledpnz to the Buyer
tuenly parent(2[10ai al'his nantlkr%hip tntereit tit the('ontivny.which shares shall
t% tern aw Clear of au usni.: mnl cneunibininces. nn cir hertur tlye Closing Milo• in
or&-r to lint%We 11K•13tr4-et wilh+ttki,junto ficeurit}•under 11w Null. i
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j. The ixtriw% Jmll c%tahiiszh xo`icmm4 or a "hold back" from tlw Putchase Rtice to
%:uwr ((jbi:it(es rrtatL'%f to the Compcun's thr-41 %h tryst 11MV eXist sty or the Closing
lrstc. 11a liver appregate artyatint ur$I s?.w. such wuoi;nt shall be held h) the
13u+'t'r'Y ccbuu 1. 13a}•d&:.Ienerrtle. P.A.. for a pvrattct of ninai� OW&t�s hillnuing
the t rtuyinp Date in tuder tsb rued any diklusW tit wuliulmod Ilaabililics&a wb;eh the
Buyer may 1w Itold ro4ponsible.
L. Un the Cia%ing Date.the Seller 0all Wtti;er to lice RUVCr tht.•Shirr`tree and clear of
all:liens. w other habilittes.
I. 'lit,;%viler shall provide IN-tfuFer%ith alit,prtxsf wat the City or minnii ut!:telt hats
agm-k1, to pu}• llw llulum o1,,S23$.11bt1 t1,irt't:th to 1tx ulceted entytructot for the
r�•htxl+r►u:+f thu ast•,t�ntllti►�1:mN oti,t4na to the rupl'al Slur t't�:lp.npt'S bu(Idlnl:.
Vol. The Seiler%kill roar hays:•&-iaulted on jlw Now.
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n. The rattles fti11 kulimnsttimi:the t Inwinf.tub liacr tho May 15,21113.
• % tlAi r 'n1 rr enlanl
+a
Compliance b} Icy: Stllt�r u�lth all u1,'tt, t l.Alb 19 under alit:. tip,� and the
Note.
p. !hc•�t;•fler-Jo l u.-:,.,the lttndw rellaLted b} the Now in omen to Wttle deWit.laamojidi+
curd utht-r 11.1hititio%tend 1'01.no other rla+-1111i 1'Ix•5elter shall I►�yIS the I�u}es apprlaeal I
of unr dueh weillel'ants anti w t1.`1m);tents of debw Vailniv h} tht Ouver to`utnialy i
xith thlc en+rn;tttt.111.111 b+a yrnun►1•:car acceleratitta all:tbltcsstnt�tivwd under tltr Note.
fim lnsinp. trt the asscl% w1t;wt to the SCcuritti AltrNt'ntcnt matt lermirtutinu the
'Ca 11Mwactik".
6.uItLP&,qpl c The St-Iler agrc,:x wtonprnlb.-with ilia Buy-W%date dilit;rr ce investig ttiou or
t11C C'unlnatt!'u to-tine,4% mul to juavide life 93uttr auuJ it.. rcpfcwatalivcw %vi1h pronlix and
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rt.°:tao►1aw-C .-#crm% 11+ 1.c:v OV %ks. wo(%K coniawts and otlar inforinatioll
p4:rtaininIz to lbe C vnipan).
7.('j2Lijkqq2j tttl:Nqi lion.The Ruycr till'irw 11x•dui:diligentt infrt niation vtttis for
the purpose MIN!llu.ct's due tltiq-carCt'inVC-MiP1t1cln 01'11k:Ctnnpan%'%hU%L'l%`SL and unlo'kK and
until 11116- purtia•.-, ettnMrrttrtate 1.110 't IM-.tCtitlil, the (tuyvi. its dkoctors, oiYacrrs, ,
4•nlplt>,•�vc,aJt n(►r.•:1rtd;tgcrtts ttl:c•iiu)er'a-Kt•31'' iti�•s'1 �it,rt! hrjvc sole acCV4v to the
dire dtligoticc infofmaflatr
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S.Co.%i&UjL 1nfbnirj1i►m.'the Buyer%%ill dtulusc 11k,due tltlipxticc inii,nnattult Vn1y ho those•
It4rn-ietttriary (if tile• Nu}c•r who deed io kraltw %wh Inlitrawlion for the Ttttlpw or �
cunwannating they 1'n,tw Lion. 'l hr Hu;cr agrtti•` tit he respo nsibtr tar my brooch of this
pan,g7uph 8 h} any of 1hr Buyces R%prt:%cniadvts. In tile• evcnr :ltc Tiansactlon in. Emit
Ccct11slan+mtucd. the isuyvt will retuni to the Seller aq irat4riaS containing due diligesice
mron)l:kilor., or will Certify In %wilisir tlwt all}rrctt matctwiq nr coapies of such traterialss havv
• Ncu destroyed. Tlw Ru)ar alu►1t ill not ui'at14 t1w dilipenct!inforrnatron 1tt compete in ith the
Sailer In the cwill that the I w siWlittn 1<full consuntntau-J, The provi-ii4sne.of this panivaph 9 ,
will survive the teen%n;ltiew c>rt'i{tta a•Veentcnt.NatwitlWanding the foreJytillip.the Sellctshall Er
pernitttr,1 tfltttii pncu ionic.•to Ibc llsa%vE,to Si`tu4%.w-Potiate•,and kettle dcbt,..with ihitd paitits
prior to tlh•C I1oting.
4, Until the viva% nintatiolt of iaw Tran%.w iov. or in the• cvctu that Ow
• I+:u1ia`a�1 Hatt.attstt111s11c114`llu•"CrII1tb0Gllaln;rite 13uycr ecru nut•�ryli�cit ar 11,!cruit iltc citlrlosect:r1'
the C"111"olly's h11S11K.Ri.
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to.LULLsqvc lAcrft.Fitter the chic L•ewor until the dating Mac.tlrc Scllrr wili not enter into
any:i}!ra'r:inum.tliscu?,A�►n.or t1►:1optiation ailh.or provide ini';tr nafloit W.ter wliclt,aonrnurome.
anlertain of consitkr an tnquit ic• ear prop'Kals fmltt,aft}ether corpurttion.Ilan or tt111cr persvii
with wSpect to(a)the Pt►:t.'4iJ►Ic disposition of arty me•:nh ilhip irniervsK in lhe•Company or a
material lx%twion of llu- w%wis Of'1W COMpstly. or(h)any huslne%q combin:ttaur intiolviu$11u:
C'ucttg an.%. u•holier by way of awroct• Canstllidatlon. iliaw ctehangte or other iran-Action.
I t. Ib,Tc AamwLwsapl. All liress relexcv% and ptrblw announcetnentN relating io Itt~:
Tc nsactwn %4iii N uvtvd to :mil prepartd jrlitttl} by the Seller aW die Butie..
1 .. .• % s.Stthic6t to tis`pR1amiens of p:trallraphl 4 ol'ittiti Agna`t'ntant,cwh pant %%ill Jk►} all
iii it•. CxJ?Chat••►• itxiuding legal li,•cs. itwinyad an v%wirectioil 4aith the 1'r'ana�ctiAtl.
lit tt'trutifjc t t : 11w Scllcr ripre ntf-anti ttarrintt•that riu•Hisyc(will izol irtc;ur tent'babilil
in clrtul-a-co ll,will fix:eonwmmmion of Aw Twns:xtwn to any ilurJ tarn•%vith k%lioIn the Seller
or 1110-C Nx1 di'O.USSlons rt•patcling tbd di-g1t wiliun ofOw Shales.alx!ilk Seller agre,tw to
indvinnif).Mend actq!hold havintea Tire bti)cr,it-o iccm.i ircoom stiwkhoUltts.Iv1111ers and
uflili.•ttea rhun am claim•1 11% 411 liabilities it•such ihircl parties. irclurling art} Ieg,:tl ur atller
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c%perm-A incurnad to cusukction aril, 1,11V d&nsc ur'mach clauttti Tyte cowitaiw,c+ontowd in
Ihi-.Paragraph 12 sill Kanvive the chAing Bair or the tctntnt:ttion ol'tlux Aenement.«hichever
arcur%earlier.
14. 5gjai(t+tlit; tf;u,; unn or r,rm6i on of IN%Agrecr-hnt w iatatld.iltci-al or unnfayr ooblc
in anm iunsdtcttu,,.wch inutltttrt). of tatcnWc%-•;al+ilit% r-hall ma affiYt any either term or
�'+tt•ic,ttin��!'lhi£.�L;r�•m►•nl. '
1;t.. ttCg4`�sUt'►c+,tt ' Tl Zc� •'c an%*. This Aprivri wnt shall Iw hindlnY upoi
ur6d dials inure•to ft k ewrit of lip parties,md tltcir rolwavve strccow, 4 UALl ast►ignb. '40 runty
vita+ imbig;n Its tight+ of obligation~ hemun,hr without the Ivior urium constim of IN-oll,cr
partir'..
•atic�A:., ' •g.'this at;rtWmc+u may unly be nmended.Itutdirkal Cyr
-Applememcd h)ami apret-ment in v►risint;signed t�) each 1mi1)tit rctt,.
17 t;awr,ing l.tttt;,,Sgt,�jttixstun I„�Ijiris.dici'Wj.W'A1vvr t,1'yltt,�7'ret,l.
tAI 11ux Apsecimnt 4hull b►.• gnrcnud be mid conetrtnd iiv arccimimice tititl► 11
u1teeaat karts of tlty titmo of(fl,rid t willvout ICNI.-1ce ru cannier of hm pntk,phs.
th1 ANY LEGAL 81111'. ACTION Olt PROCfi:4:f INU ARL41W Uu'r oi, t)R
HAgt'1') ttPON fill% At;kl'.WENT tilt 'ill[: %IA*i,*rt.Rs CUA`1'EMPLA1I:1)11F.RE HY OR
7I11:KLBY NlAY i l*-. iKs,'ITt:1'1't) iN Tilt: Ct)ti 11%OF 'I1IL 3'1ATE. UI- FLORIDA IN
LAt'li CAS1. I.uC.-YI1:1) IN >ti11ANII•I>ADE C()I1NIY. 11.0I11DA. AND VACIL PANTY
ItLttL"Vrtr('.'�t3i.1" 4t:It'►II'!:,11)1[Jr- I:XC'Lt!SJ417' it titlSt)It"F'j0N OF 51.;('11('01MIS iN
ANY �t:i'IL �ct.rt. ��C'rtcrti Oft P4tt�t•1:1:DING 1'ACH SkICii PAR1't' IRREVO UAHLY
AND I.1Nt'()ND11 IONALLY WAIVES ANY RIG)I i iT VIAY I IAVI:TO A TRIM HY JURY
IN Rl*sPEiC"1' OF ANY I.f(jAl. A('110%4 AlitMING 0Ii l OF OR ltl:l.A'riN(; TU 'i1lIw
AGEtIil:MENI't aR'171111 MA 111AS C c NTI:MPLATf l)l ILRIJAY.
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Parekh, Anna
From: Parekh,Anna
Sent: Tuesday, May 14,2013 1:27 PM
To: 'sslevine@msn.com'
Cc: Smith,Jose;Aguila, Raul; Morales,Jimmy; Brooks, Kathie;Torres, Gisela;Amir Ben-Zion
Subject: FW: Penn 17/Cooper Avenue Letter of Intent
Attachments: Penn 17 Cooper Ave Executed Letter of Intent.pdf
i
Mr.Levine,
Thank you for the attached Binding Letter of Intent(L01). By copy hereof,I am forwarding your email and the L01 to the
City Attorney's Office for review and advice. In the meantime,as we discussed at great length on the telephone
yesterday and again today,the City must have an opportunity to conduct due diligence prior to consenting to any
change in the tenancy. Since the attached L01 refers to OBK Project,LLC's acquisition of 50%of Penn 17 LLC's leasehold
interest,I will appreciate it if you will send me the following additional information:
1. What is the proposal for the payment of back rent due to the City? As we discussed,the proposed Amendment
No.3 has not been approved by the City Commission.
2. Will your client,Roman Cherstovov,who recently became a manager of PENN 17,LLC,remain as a manager of
PENN 17,LLC.?
3. If so,what is Mr.Cherstovov's background in restaurant management?
! 4. What will Mr.Cherstovov's role be in the tenancy?
5. What Is Eugene Alekseychenko's(manager of OBK Project,LLC,which incorporated on April 21,2013)
experience in the restaurant business?
6. What Is Oleg Elyutin's(manager of OBK Project,LLC)experience in the restaurant business?
7. What is the Business Plan regarding the proposed operation of the leased space?
8. What is the proposed re-opening date?
MIAMI BEACH
Anna Parekh,Director
Offlos of Real Estate,Housing&Community Development
1700 Convention center Drive,Miami Beach,FL 33138
Tel: (305)873-7280/Fax:(306)073-7772
Web site: www.mlamlbeachfl.00v
We are oommftd to providing exoe/lent publlo service and safety to al/who live,work and play In our vibrant,troploal hlstodo communfty.
From: Scott Levine fmallto:sslevine@msn.com1
Sent:Tuesday, May 14, 2013 11:49 AM
To: Parekh,Anna
Subject: Penn 17/Cooper Avenue Letter of Intent
Anna, '
Sorry for the delay, I was out of my office this morning. I would a like few minutes with you this afternoon,if
possible.Additionally,one of the principals of OBK Project,LLC, owns and operates 12 restaurants already.
i
Please call me on my cell(954)709-2583 after you receive this email.
Thank you, j
1
F—:xNo�- n
LAW OFFICES OF SCOTT LEVINE, P.A.
Attorney at Law
1555 NORTH PARK DRIVE TELEPHONE (954)616.1132
SUITE 102 FACSIMILE (866)703-5508
WESTON,FLORIDA 33326
May 21,2013
Anna Parekh,Director
Office of Real Estate,Housing&Community Development
The City of Miami Beach
1700 Convention Center Drive
Miami Beach,Florida 33139
Re: Penn 17,LLC,Lease Agreement
Dear Ms.Parekh:
i
I apologize for the delay in getting this to you. However, I wanted to be sure that any further
discussions between the City of Miami Beach and Penn 17,LLC,would be fruitful.As I previously
informed you,I represent Roman Cherstovov,who began working with Amir Ben-Zion in April
2012. At the present time,Eugene Alekseychenko and Oleg Elyutin are negotiating to purchase
Amir Ben-Zion's interest in Penn 17, LLC. Together, Mr. Cherstovov, Mr. Elyutin, and Mr.
Alekseychenko, have more than 20 years of combined experience in restaurant ownership,
management,food purveying and food sales.Moreover,based upon their combined experience and
knowledge in the restaurant industry,Mr.Cherstovov,Mr.Elyutin,and Mr.Alekseychenko believe
they have a business model which will work.
Most important,Mr.Cherstovov,Mr.Elyutin,and Mr.Alekseychenko(the"Parties")want to work
from a"clean slate."Therefore,as part of the negotiations with the City of Miami Beach,all monies
owed to Halloran Construction, and or any subcontractors of Halloran construction and or
materialmen which performed work at the Penn 17,LLC, location will be resolved,and any present
liens and accompanying actions will be dismissed.The Parties want to obtain a final CO,so there
are no further issues of this type.
As to the questions you posed concerning Penn 17,LLC,and its leasehold,the answers are set
forth below.
1. What is the proposal for the payment of back rent due to the City?
With regard to payment of the back rent to the City,even though,the third proposed
lease amendment has not yet been approved by the City Commission, Penn 17,LLC,
wishes to take advantage of this third proposed amendment to the lease.Penn 17,
LLC,stands ready to pay all amounts due per the third proposed lease addendum.
�_XHIRIT F
i
l
May 21,2013
Penn 17,LLC,Lease Agreement
Page 2
i
Penn 17, LLC, will pay the City of Miami Beach for the November 2012 and j
December 2012 due,which totaled$64,791.00,and will repay the security deposit ;
of$47,844.00.Additionally,since January 1,2013,and per the third proposed lease
addendum,the City has abated$28,158.88 of the total monthly rental amount,Penn
.17,LLC, wishes the abatement to stand.At this time,Penn 17,LLC,stands ready `
to pay the"abated"rental amount due for May 2013,as well as the$64,791.00,and
$47,844.00 as set forth above.
2. Will your client,Roman Cherstovov,who recently became a manager of i
PENN 17,LLC,remain as a manager of PENN 17,LLC,?
Yes,Roman Cherstvov will remain as the managing member of Penn 17,LLC.Once,
the transfer of shares has been concluded between Amir Ben-Zion and OBK
Project,LLC,the OBK Project will be joining Mr.Cherstvov as a managing member ;
of Penn 17,LLC.
3. If so,what is Mr.Cherstovov's background in restaurant management?
Aside from his experience working at Penn 17, LLC, Mr. Cherstvov has a
longstanding career in the food and beverage industry. Mr. Cherstvov earned an
engineering degree from Amur State University in 1996. He later became an
entrepreneur,primarily focusing in the food and beverage industry. From 1996 to
2001, Mr. Cherstvov distributed wholesale foods and beers. From 2007 through
2009,Mr. Cherstvov served as director of operations for Amursky Prostor,a food
and beverage discount retailer. In December of 2009, Mr. Cherstvov co-founded
Mega-Trade,a Russian company which handled culinary food production including
baked goods. Additionally, Mega-Trade owns a chain of supermarkets and mini
stores in Russia.Mega-Trade's supermarkets are known for their wide selection of
produce and wines, prepared foods, fresh meats and fish, and decadent desserts.
Among his duties as director of Mega-Trade,Mr.Cherstvov was responsible for the
hiring and firing of department heads, as well as other employees. He was also
responsible for evaluating performance reports,approving,rejecting and or adjusting
inventory and inventory budgets.He repeatedly entered into contracts on behalf of
Mega-Trade, while maintaining favorable relationships with major producers,
suppliers and vendors.He developed marketing and promotion strategies which he
implemented. He reviewed financial projections and developed quarterly
performance goals. Mr. Cherstvov has also partnered with W. Elyutin,in several
restaurant ventures in Russia.
I
f
i
i
I
May 21,2013
Penn 17,LLC,Lease Agreement
Page 3
1
4. What will Mr.Cherstovov s role be in the tenancy?
Mr.Cherstvov,will be a managing member and the contact person with regard '
i
to the Penn 17,LLC,tenancy. ;
5. What is Eugene Alekseychenko's (manager of OBK Project, LLC,which
incorporated on April 21,2013)experience in the restaurant business? j
i
Mr.Aekseychenko,has a degree in accounting from Wayne State University.Mr:
Aekseychenko has been an owner and manager of retail establishments for the past
10 years. Specifically,for the past 4 years,Mr.Alekseychenko has been working i
for SFERA, a food management and distribution company. Among his
responsibilities for SFERA,W.Aekseychenko oversees Pasturella's Bakery and
Boba Smoothies,both located in Aventura,Florida.Recently,Mr.Alekseychenko
joined with Oleg Elyutin in purchasing the Soprano Caf6 and Italian Restaurant,
located at 3393 Sunny Isles Beach Boulevard,Sunny Isles Beach,Florida.Through
his years of experience,Mr.Alekseychenko has developed a working knowledge
of the food service industry,which includes managing employees,conferring and
placing orders with vendors, developing promotional strategies, and
conceptualizing business plans.His degree and experience in accounting,joined
with his knowledge and experience in the food service industry will provide an
• excellent basis for a complete and competent review of the operational expenses
of Penn 17,LLC.
6. What is Oleg Elyutin's (manager of OBK Project, LLC) experience in the
restaurant business?
Oleg Elyutin has been in the restaurant business for more than 12 years. His
company currently owns 13 restaurants and he is experienced in all aspects of
restaurant ownership including the management, management hiring, menu
selection, food purveying services,the hiring of kitchen staff and servers,and all
day-to-day operations of a restaurant.Mr.Elyutin's knowledge concerning this area
is unparalleled. Each of the restaurants he owns is successful, as he personally
oversees the operation of each of these restaurants.Enclosed is a printout from his
website"r-projects.ru",which lists ownership of some ofhis restaurants.Recently,
Mr.Alekseychenko joined with Oleg Elyutin in purchasing the Soprano Caf6 and
Italian Restaurant, located at 3393 Sunny Isles Beach Boulevard, Sunny Isles
Beach,Florida.
i
May 21,2013
Penn 17,LLC,Lease Agreement
Page 4
7. What is the Business Plan regarding the proposed operation of the leased
space?
Cooper Avenue will be relaunched under a new name. It will be a completely
different style of restaurant.The specifics of this plan are best discussed in person.
If the City of Miami Beach is in agreement with the new direction of the proposed
business. A formal business plan will be submitted, and renovations will begin
thereafter.
S. What is the proposed re-opening date?
Penn 17,LLC,would like to reopen tomorrow.However,the proposed reopening
' date will occur in conjunction with the relocation of the air-conditioning system to
the roof of the parking garage,and the installation of the new kitchen ventilation
system. Specifically, it will take 6 to 8 weeks to fabricate the approved kitchen
ventilation system,and another 2 weeks to install the same.As such,once approval
for all work has been given by the City of Miami Beach,the members of Penn 17,
LLC,plan to reopen and relaunch the restaurant by September 1,2013,provided
all work has been completed.The Parties are confident that if all work is done in
a timely fashion,including any modifications to the restaurant,a final CO can be
issued by September 1,2013. As stated above the Parties will settle all debts of
Penn 17, LLC, and do not want City of Miami Beach concerned about the
possibility of any further litigation from any unpaid contractors or subcontractors.
Please call me upon your review of this email,so can schedule a meeting at your office to discuss
these matters in greater detail.I can be reached on my cell phone(954)709-2583.
Very truly yours,
SCOTT S.LEVINE
i
® I
MIAMI B
City of Miami Beach,1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamibeacfiA.gov ,
REAL ESTATE, HOUSING&COMMUNITY DEVELOPMENT
Tel:(305)673.7193—(3051673-7033
I
CERTIFIED MAIL RETURN RECEIPT REQUESTED
May 17,2013
Mr.Amir Ben Zion Copy sent via electronic mail to:
Managing Member am)r fcsny.com
Penn 17, LLC Benami.shal @gmall.com
1661 Pennsylvania Avenue, Suite 6 jrynor@mitrani.com
Miami Beach, FL 33139
RE: Lease Agreement(the "Lease") between the City of Miami Beach, Florida, the
Miami Beach Redevelopment Agency (hereinafter collectively referred to as
"Landlord")and Penn 17, LLC("Tenant"), Involving the lease of approximately
7,655 square feet of ground floor retail space at the Pennsylvania Avenue Garage,
1661 Pennsylvania Avenue,Miami Beach, Florida("Premises")
Dear Mr. Ben-Zion:
The City has continuously proceeded in good faith with Penn 17 LLC(Penn 17 or Tenant)in an
attempt to resolve Tenant's ongoing defaults under the Lease, and execute the proposed
Amendment No. 3 to Lease. Unfortunately,we are now at impasse and,accordingly,the City
hereby provides Tenant with Its written notice of the following defaults under the Lease:
1. Failure to pay rent for the month of May, In the amount$30,130.23 (said amount,
inclusive of State sales tax, representing $25,596 In Minimum Rent, and $4534 in
Common Area Maintenance),which was due on May 1, 20131;
2. Failure, under Section 3.5 of the Lease,to maintain Tenant's business on the Leased
Premises open for business to the public, fully fixtured, stocked, and staffed. The
Leased Premises have been closed for business since December 17,2012 and,by e-
mail to the City dated May 15,2013(see Attachment W hereto),Tenant has indicated
that It has no intention of re-opening within the near future and effectively advised the
City of its abandonment of the Leased Premises;
3. In violation of Section 5.6 of the Lease, a lien was recorded against the Premises by i
A&P Air Conditioning (dated December 12, 2012, and recorded in O.R. Book 28396,
1 The aforestated rental amount represents 60%of the May rent originally set forth In the lease.The City Commission's adoption of
Resolution No.2013-28167 recommended approval-subject to and contingent upon the Cfty Commission's subsequent approval
of a proposed Amendment No.3 to the Lease-of a 60%rent abatement,from January 13,2013,to July 12,2013.Notwithstanding
the above,we take this opportunity to remind you that since the City Commission has not yet finalized Its approval of Amendment No.
3 to the Lease,and has therefore,not finalized its approval of the more favorable revised rent abatement schedule,the City has,to
date,held off on demanding the current total rent due,absent the City Commission's final approval of Amendment No.3(and of the
revised rent abatement schedule),of$342,074.61(the full amount rent due through May 30,2013). Notwithstanding the preceding,
the City reserves any and all rights to reclaim the FULL amount of rent due under the Lease.
EXHIBIT F
Mr.Arnir Ben Zion
May 17, 2013
Page 2 of 2
Page 3630 of the Public Records of Miami-Dade County,Florida;hereinafter referred to
as the"A&P Lien"), in the amount of$73,693. A&P has also filed suit against the City i
(the"A&P Lawsuit"),demanding payment of the aforestated unpaid sum;
4. Despite prior written notice from the City , Tenant has still not provided the City with
evidence that a prior claim by Cors-Air,in the amount of$3001.92(the"Cora Air Claim"),
has been paid;and
5. Despite prior written notice from City,and as required under Section 5.2(n)of the Lease,
Tenant(or Tenant's Escrow Agent) has not provided City with evidence that it has
deposited, and/or otherwise maintained, the minimum required $50,000 Construction
Deposit in the Tenant Construction Fund(as such term is defined in the Work Letter and
Escrow Agreement,which was incorporated into,and made a part of,the Lease).
In addition to the above referenced defaults,the City received an e-mail on May 14,2013,of a
proposed "Binding Letter of Intent" purporting to sell Tenant's (and your personal) interest in
Penn 17 to OBK Project,LLC(the Buyer). Under Section B.1 of the Lease,the Tenant shall not
enter Into,consent to,or permit any Transfer of the Lease without the prior written consent of the
Landlord. The term"Transfer"includes the transfer of a controlling interest. Until May le,the
City was neither aware of a proposed Transfer,nor has it consented to any Transfer Including,
without limitation,the proposed sale to Buyer. If consummated without the City's prior written
consent,the proposed sale to Buyer shall be deemed an unauthorized Transfer,and therefore
result in a further breach/default of the Lease.
Accordingly,with respect to Item No. 1 of this Notice,pursuant to Sections 9.1(1)and(li)of the
Lease, Landlord hereby makes demand for payment of past due May rent, in the amount of
$30,130.23,which rent must be received by Landlord within five(6)days of the date of this
Notice.
With respect to Item Nos. 3 and 4 of the Notice, pursuant to Section 5.6 of the Lease,Tenant
shall discharge the A&P Lien and provide evidence of satisfaction of the Cors-Air Claim,within
fifteen (16) days of this Notice. Additionally, Tenant shall provide Landlord with an Order
dismissing the A&P Lawsuit,with prejudice,within fifteen(15)days of the Notice. Failure to
do so within the time period specified in this paragraph shall also be deemed a default under
Section 9.1 (Iii)of the Lease.
With respect to Item Nos. 2 and 5 of this Notice, pursuant to Section 9.1 (iii) of the Lease,
Tenant shall remedy the breaches set forth in the afforested Item Nos.2 and 5 within thirty(30)
days of the date of this Notice;provided,however,that with regard to the breach set forth in
Item No. 2, if such breach cannot be remedied within thirty (30) days , then Tenant shall '
commence to remedy and thereafter proceed diligently to remedy such breach with thirty(30)
days of the date of this Notice.
TENANT'S FAILURE TO CURE THE DEFAULTS SPECIFIED IN ITEM NOS. 1 —6 OF THIS
NOTICE,WITHIN THE RESPECTIVE TIME PERIODS PROVIDED ABOVE,SHALL ENTITLE
LANDLORD TO AVAIL ITSELF OF ANY AND ALL RIGHTS AND REMEDIES UNDER `
SECTION 9.2 OF THE LEASE INCLUDING, WITHOUT LIMITATION, CANCELLING THE
LEASE;RE-TAKING POSSESSION OF THE PREMISES(INCLUDING ANY PROPERTY OF
TENANT THEREON); THE ACCELERATION OF RENT DUE AND PAYABLE UNDER THE
REMAINDER OF THE LEASE TERM; AND THE INITIATION OF LEGAL PROCEEDINGS
AGAINST TENANT TO ENFORCE THE PROVISIONS OF THIS LEASE, INCLUDING THE
RECOVERY OF COSTS AND REASONABLE ATTORNEY'S FEES.
We are committed to providing excellent public service and safety to all who live,work,and play In our vibrant,tropical,historic community.
Mr.Amir Ben Zion
May 17, 2013
Page 2 of 2
PLEASE GOVERN YOURSELF ACCORDINGLY.
Sincerely,
Anna Parekh ,
Director
AP:GNT
Copies to:
Mr. Steven E. McNeff Mr.Amir Ben-Zion
Registered Agent 585 N.E.58U'Street
Penn 17, LLC Miami, Florida 33137
45 N.E.41 Street
Miami, FL 33137
Jeffrey A.Rynor, Esq. Mr. Roman Cherstvov
Mitranl Rynor Adamsky Toland 17001 Collins Avenue,Apt.4005
301 Arthur Godfrey Rd., Penthouse Sunny Isles, FL 33160
Miami Beach, FL 33140
Scott S. Levine, Esquire
Scott S. Levine, P.A.
1555 North Park Drive,Suite 102
Weston, Florida 33326
Cc: Jimmy L. Morales, City Manager
Kathie Brooks,Assistant City Manager
Jose Smith,City Attorney
Raul Aguila,Chief Deputy City Attorney
Gisela Nanson Torres, Leasing Specialist
F:IRHCDI$alPaoonl$alllassetlPennsylvania Avenue Garage LeaseaTenn 17Y-ate Rent and Default Notice May 16,2013 with May
rent only
We are committed to providing excellent public service and safety to all who hve,work,and pkry to our vibrant,tropical,histoac community,
r
Parekh,Anne
From: Amir Ben-Zion[emir @fcsny.com]
Sent: Wednesday,May 15,2013 10:29 PM
To: Parekh,Anna
Cc: Aguila, Raul;kbonde @miamibeachfl.com;Welthorn, Deede;Amir Ben Zion
Subject: Status report
Anna,
I wanted to update you and the gang on what's going on at Penn17, it's actually good news for
the city.....
Roman Cherstvov, who has been my partner since May 2012, and invested $3.214 into Penn17,
doesn't see the reopening of Penn17 as I do, he wants a more proper restaurant , Deli and Bar
place , more high end, similar to Milos and I am on the casual rock and roll side......as you
can imagine since the closing in December it has been a finger pointing game....
finally 2-3 weeks ago, Roman introduced me to his friend and they offered me an exit, Roman
and his friend Oleg, who has extensive restaurant experience, He owns 12 restaurants I
believe ......Roman's background is in supermarkets and food distribution, both of these guys
are wealthy and good business people...with many wealthy friends.... In my opinion they will
invest more, stick around longer and try harder to make it a success....in all honesty I am
not so motivated right now, my father is in critical condition in NYC , we are a close
family, and my attention needs to focus on him and my mother, this Friday my father will
undergo an open heart operation and at his age, 80, it's a long recovery, I am actually
looking to relocate my parents to Miami soon and my plate is full.....
My point is clear I believe....if the city authorizes this ownership shift, and it needs to
be done fast, rent continues, penn17 opens, the so called new operator is wealthy and ready
to spend, they run nice beautiful restaurants, the crowd that is connected to the NWS will
love them, they love me less, and every issue will get resolved, vendors paid, AC relocated,
SOK back in escrow, rent paid in a day or two and the city is better off....on a business
level it's much better then 2 partners who no longer get along.... ,
I am departing to NYC for several days tomorrow morning...feel free to reach me on my cell
Thanks for listening
amir
a
1
1
t!
1
ATTACHMENT °A"
Sklar, Max
From: Brooks, Kathie
Sent: Friday, May 24, 2013 10:36 AM
To: Sklar, Max
Subject: FW: Penn 17
MIAMIBEACH
Kathie o.Brooks
1700 Convention Center Drive,Miami Beach,Fl-33139
Tel:305-673-7010 / Fax:305-673-7782/ www.miamibeachfl.gov
We are committed to providing excellent public service and safety to all who live,work and play in our vibrant,tropical,historic community.
From: Scott Levine fmailto:ssievine @msn.com]
Sent: Thursday, May 23, 2013 2:09 PM
To: Brooks, Kathie
Subject: Fwd: Penn 17
Dear Ms. Brooks,
I understand that your schedule is very hectic right now. However, I believe this
matter can be resolved with only a few minutes of your time. Specifically,with
regard to the City of Miami Beach's letter of default against Penn 17, LLC, dated
May 17, 2013. The funds for payment of the expenses outlined in the letter of
default have been deposited into my trust account. These funds can be
immediately released and wired to the City upon the approval ("Approval")of
the transfer of the membership interest in Penn 17, LLC, pursuant paragraph 8.1
of the Penn 17 lease agreement. Moreover, and as verified by Anna Parekh, my
client has been acting in good faith and working diligently to discover the costs
involved with reopening the restaurant, including the costs set forth in the City's
letter of default. As such, and further evidence of my client's good faith,my client
proposes the following:
1. The immediate payment of the requested rent for May 2013, in the amount
of$30,130.23, (This is based upon the rent payment schedule set forth in third
proposed amendment to the Penn 17, LLC, lease
agreement).
FXHIRITA.
1
2. The immediate negotiation and release of the A&P Air-Conditioning lien,
and or the posting of$75,000.00 in an escrow account to cover payment of this
lien.
3. The immediate posting of a$50,000.00, construction escrow deposit.
4. The enclosed proof of payment to Cors-Air. It should be noted Cors-Air
forwarded their release to A&P Air-Conditioning.
Compliance with the City is my client's foremost goal, and once the"green light"
has been give for the transfer of the membership interests in Penn 17, LLC,the
above recited funds will be immediately wired or a cashier's check delivered to
the City. However, for my client to blindly forward a payment in the amount of
$155,130.23,without an Approval or an acknowledgement that an Approval is
forthcoming would be negligent, and only result in my daughter not going to
college, because of the malpractice judgment I will have to pay.
I believe the City and my client are seeking the same goals,the issuance of a final
CO issued, and the restaurant reopened as soon as possible. As testament to my
client's resolve, in addition to the payment schedule set forth above,my client
stands ready to absorb the following costs. Approximately, $260,000.00 for
payment to the contractor and any subs,this includes the payment for the moving
of the air conditioner units to the roof of the parking garage, repayment of the
remaining rental balances for the months of November 2012 and December 2012,
which total $64,791.00, and the replenishment of the security deposit,which
amounts to $47,844.00. All totaled,my client is going to incur over$528,000.00
dollars in debt. Expenses which the City might otherwise be forced to absorb.
This amount does not include any renovations,or future rental payments.
In conclusion, I am hopeful that I will receive a telephone call from you this
evening or tomorrow morning. I can be contacted on my cell phone at(954) 709-
2583. Both my client and I are available, and would prefer a face to face meeting
as soon as possible. I await your call.
Very truly yours,
SCOTT S. LEVINE
SCOTT S. LEVINE, ESQ.
SCOTT S. LEVINE, P.A.
1555 North Park Drive, Suite 102
Weston, Florida 33326
Telephone: (954) 616-1132
Facsimile: (866) 703-5508
The information in this e-mail is confidential and may also be
2
attorney-client privileged. The information is intended only for the
use of the individual or entity to whom it is addressed. If you are
not the intended recipient, or the agent or employee responsible for
delivering it to the intended recipient, you are hereby notified that any use,
dissemination, distribution or copying of this communication is strictly
prohibited. If you have received this e-mail in error,please notify my office
immediately by a-mail SSlevinegmsn.com. Thank You.
3
EXHIBIT G - REVISED RENT SCHEDULE PURSUANT TO NEGOTIATIONS WITH NEW TRANSFEREES
05-Jun-13 NOTES:
(1)Repayment of July 2012 and August 2012 rent($95,688.00)per
Second Amendment
(2)Repayment of July 2013 through December 2013 deferred rent
($171,106.23)
Penn 17,LLC Proposed Rent Schedule
Lease Commencement: October 13,2011 Rent Commencement:April 14,2012
Current Proposed
Lease Year:2 Rent Rent Total Monthly Total Monthly
Base Rent Repayment CAM(*) Abatement Deferment Payment Payment
01/13/13 $ 47,843.75 $ - $ 8,474.00 $ (28,158.88) $ - $ 56,317.75 $ 28,158.87
02/13/13 $ 47,843.75 $ - $ 8,474.00 $ (28,158.88) $ - $ 56,317.75 $ 28,158.87
03/13/13 $ 47,843.75 $ - $ 8,474.00 $ (28,158.88) $ - $ 56,317.75 $ 28,158.87
04/13/13 $ 47,843.75 $ - $ 8,474.00 $ (28,158.88) $ - $ 56,317.75 $ 28,158.87
05/13/13 $ 47,843.75 $ - $ 8,474.00 $ (28,158.88) $ - $ 56,317.75 $ 28,158.87
06/13/13 $ 47,843.75 $ - $ 8,474.00 $ (28,158.88) $ - $ 56,317.75 $ 28,158.87
07/13/13 $ 47,843.75 $ - $ 8,474.00 $ - $ (28,158.88) $ 56,317.75 $ 28,158.87
08/13/13 $ 47,843.75 $ - $ 8,474.00 $ - $ (28,158.88) $ 56,317.75 $ 28,158.87
09/13/13 $ 47,843.75 $ - $ 8,474.00 $ - $ (28,158.88) $ 56,317.75 $ 28,158.87
Total: $ 430,593.75 $ - $ 76,266.00 $ (168,953.28) $ (84,476.64) $ 506,859.75 $ 253,429.83
Current Proposed
Lease Year:3 Rent Rent Total Monthly Total Monthly
Base Rent Repayment(1) CAM(*) Abatement Deferment Payment Payment
10/13/13 $ 49,279.06 $ 2,658.00 $ 8,474.00 $ - $ (28,876.53) $ 60,411.06 $ 31,534.53
11/13/13 $ 49,279.06 $ 2,658.00 $ 8,474.00 $ - $ (28,876.53) $ 60,411.06 $ 31,534.53
12/13/13 $ 49,279.06 $ 2,658.00 $ 8,474.00 $ - $ (28,876.53) $ 60,411.06 $ 31,534.53
01/13/14 $ 49,279.06 $ 2,658.00 $ 8,474.00 $ - $ - $ 60,411.06 $ 60,411.06
02/13/14 $ 49,279.06 $ 2,658.00 $ 8,474.00 $ - $ - $ 60,411.06 $ 60,411.06
03/13/14 $ 49,279.06 $ 2,658.00 $ 8,474.00 $ - $ - $ 60,411.06 $ 60,411.06
04/13/14 $ 49,279.06 $ 2,658.00 $ 8,474.00 $ - $ - $ 60,411.06 $ 60,411.06
05/13/14 $ 49,279.06 $ 2,658.00 $ 8,474.00 $ - $ - $ 60,411.06 $ 60,411.06
06/13/14 $ 49,279.06 $ 2,658.00 $ 8,474.00 $ - $ - $ 60,411.06 $ 60,411.06
07/13/14 $ 49,279.06 $ 2,658.00 $ 8,474.00 $ - $ - $ 60,411.06 $ 60,411.06
08/13/14 $ 49,279.06 $ 2,658.00 $ 8,474.00 $ - $ - $ 60,411.06 $ 60,411.06
09/13/14 $ 49,279.06 $ 2,658.00 $ 8,474.00 $ - $ - $ 60,411.06 $ 60,411.06
Total: $ 591,348.72 $ 31,896.00 $ 101,688.00 $ - $ (86,629.59) $ 724,932.72 $ 638,303.13
Current Proposed
Lease Year:4 Rent Rent Total Monthly Total Monthly
Base Rent Repayment(1) CAM(*) Abatement Deferment Payment Payment
10/13/14 $ 50,757.43 $ 2,658.00 $ 8,474.00 $ - $ - $ 61,889.43 $ 61,889.43
11/13/14 $ 50,757.43 $ 2,658.00 $ 8,474.00 $ - $ - $ 61,889.43 $ 61,889.43
12/13/14 $ 50,757.43 $ 2,658.00 $ 8,474.00 $ - $ - $ 61,889.43 $ 61,889.43
01/13/15 $ 50,757.43 $ 2,658.00 $ 8,474.00 $ - $ - $ 61,889.43 $ 61,889.43
02/13/15 $ 50,757.43 $ 2,658.00 $ 8,474.00 $ - $ - $ 61,889.43 $ 61,889.43
03/13/15 $ 50,757.43 $ 2,658.00 $ 8,474.00 $ - $ - $ 61,889.43 $ 61,889.43
04/13/15 $ 50,757.43 $ 2,658.00 $ 8,474.00 $ - $ - $ 61,889.43 $ 61,889.43
05/13/15 $ 50,757.43 $ 2,658.00 $ 8,474.00 $ - $ - $ 61,889.43 $ 61,889.43
06/13/15 $ 50,757.43 $ 2,658.00 $ 8,474.00 $ - $ - $ 61,889.43 $ 61,889.43
07/13/15 $ 50,757.43 $ 2,658.00 $ 8,474.00 $ - $ - $ 61,889.43 $ 61,889.43
08/13/15 $. 50,757.43 $ 2,658.00 $ 8,474.00 $ - $ - $ 61,889.43 $ 61,889.43
09/13/15 $ 50,757.43 $ 2,658.00 $ 8,474.00 $ - $ - $ 61,889.43 $ 61,889.43
Total: $ 609,089.16 $ 31,896.00 $ 101,688.00 $ - $ - $ 742,673.16 $ 742,673.16
Page 1 of 3
EXHIBIT G - REVISED RENT SCHEDULE PURSUANT TO NEGOTIATIONS WITH NEW TRANSFEREES
05-Jun-13 NOTES:
(1)Repayment of July 2012 and August 2012 rent($95,688.00)per
Second Amendment
(2)Repayment of July 2013 through December 2013 deferred rent
($171,106.23)
Penn 17,LLC Proposed Rent Schedule
Lease Commencement, October 13,2011 Rent Commencement:April 14,2012
Current Proposed
Lease Year:5 Rent Rent Total Monthly Total Monthly
Base Rent Repayment(1) CAM(') Abatement Deferment Payment Payment
10/l3/15 $ 52,280.15 $ 2,658.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 63,412.15
11/13/15 $ 52,280.15 $ 2,658.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 63,412.15
12/13/15 $ 52,280.15 $ 2,658.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 63,412.15
01/13/16 $ 52,280.15 $ 2,658.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 63,412.15
02/13/16 $ 52,280.15 $ 2,658.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 63,412.15
03/13/16 $ 52,280.15 $ 2,658.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 63,412.15
04/13/16 $ 52,280.15 $ 2,658.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 63,412.15
05/13/16 $ 52,280.15 $ 2,658.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 63,412.15
06/13/16 $ 52,280.15 $ 2,658.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 63,412.15
07/13/16 $ 52,280.15 $ 2,658.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 63,412.15
08/13/16 $ 52,280.15 $ 2,658.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 63,412.15
09/13/16 $ 52,280.15 $ 2,658.00 $ 8,474.00 $ - $ - $ 63,412.15 $ 63,412.15
Total: $ 627,361.80 $ 31,896.00 $ 101,688.00 $ - $ - $ 760,945.80 $ 760,945.80
Current Proposed
Lease Year:6 Rent Rent Total Monthly Total Monthly
Base Rent Repayment(2) CAM(*) Abatement Deferment Payment Payment
10/13/16 $ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
11/13/16 $ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
12/13/16 $ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
01/13/17 $ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
02/13/17 $ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
03/13/17 $ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
04/13/17 $ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
05/13/17 $ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
06/13/17 $ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
07/13/17 $ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
08/13/17 $ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
09/13/17 $ 53,848.56 $ 7,129.43 $ 8,474.00 $ - $ - $ 62,322.56 $ 69,451.99
Total: $ 646,182.72 $ 85,553.16 $ 101,688.00 $ - $ - $ 747,870.72 $ 833,423.88
Current Proposed
Lease Year:7 Rent Rent Total Monthly Total Monthly
Base Rent Repayment(4) CAM(*) Abatement Deferment Payment Payment
10/13/17 $ 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63,938.02 $ 71,067.45
11/13/17 $ 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63,938.02 $ 71,067.45
12/13/17 $ 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63,938.02 $ 71,067.45
01/13/18 $ 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63,938.02 $ 71,067.45
02/13/18 $ 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63,938.02 $ 71,067.45
03/13/18 $ 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63,938.02 $ 71,067.45
04/13/18 $ 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63,938.02 $ 71,067.45
05/13/18 $ 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63,938.02 $ 71,067.45
06/13/18 $ 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63,938.02 $ 71,067.45
07/13/18 $ 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63,938.02 $ 71,067.45
08/13/18 $ 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63,938.02 $ 71,067.45
09/13/18 $ 55,464.02 $ 7,129.43 $ 8,474.00 $ - $ - $ 63,938.02 $ 71,067.45
Total: $ 665,568.24 $ 85,553.16 $ 101,688.00 $ - $ - $ 767,256.24 $ 852,809.40
Page 2 of 3
EXHIBIT G - REVISED RENT SCHEDULE PURSUANT TO NEGOTIATIONS WITH NEW TRANSFEREES
05-Jun-13 NOTES:
(1)Repayment of July 2012 and August 2012 rent($95,688.00)per
Second Amendment
(2)Repayment of July 2013 through December 2013 deferred rent
($171,106.23)
Penn 17,LLC Proposed Rent Schedule
Lease Commencement: October 13,2011 Rent Commencement:April 14,2012
Lease Year:8 Total Monthly
Base Rent CAM(') Payment
10/13/18 $ 57,127.94 $ 8,474.00 $ 65,601.94
11/13/18 $ 57,127.94 $ 8,474.00 $ 65,601.94
12/13/18 $ 57,127.94 $ 8,474.00 $ 65,601.94
01/13/19 $ 57,127.94 $ 8,474.00 $ 65,601.94
02/13/19 $ 57,127.94 $ 8,474.00 $ 65,601.94
03/13/19 $ 57,127.94 $ 8,474.00 $ 65,601.94
04/13/19 $ 57,127.94 $ 8,474.00 $ 65,601.94
05/13/19 $ 57,127.94 $ 8,474.00 $ 65,601.94
06/13/19 $ 57,127.94 $ 8,474.00 $ 65,601.94
07/13/19 $ 57,127.94 $ 8,474.00 $ 65,601.94
08/13/19 $ 57,1 27.94 $ 8,474.00 $ 65,601.94
09/13/19 $ 57,127.94 $ 8,474.00 $ 65,601.94
Total: $ 685,535.28 $ 101,688.00 $ 787,223.28
Lease Year:9 Total Monthly
Base Rent CAM(') Payment
10/13/19 $ 58,841.78 $ 8,474.00 $ 67,315.78
11/13/19 $ 58,841.78 $ 8,474.00 $ 67,315.78
12/13/19 $ 58,841.78 $ 8,474.00 $ 67,315.78
01/13/20 $ 58,841.78 $ 8,474.00 $ 67,315.78
02/13/20 $ 58,841.78 $ 8,474.00 $ 67,315.78
03/13/20 $ 58,841.78 $ 8,474.00 $ 67,315.78
04/13/20 $ 58,841.78 $ 8,474.00 $ 67,315.78
05/13/20 $ 58,841.78 $ 8,474.00 $ 67,315.78
06/13/20 $ 58,841.78 $ 8,474.00 $ 67,315.78
07/13/20 $ 58,841.78 $ 8,474.00 $ 67,315.78
08/13/20 $ 58,841.78 $ 8,474.00 $ 67,315.78
09/13/20 $ 58,841.78 $ 8,474.00 $ 67,315.78
Total: $ 706,101.36 $ 101,688.00 $ 807,789.36
Lease Year:10 Total Monthly
Base Rent CAM(*) Payment
10/13/20 $ 60,607.03 $ 8,474.00 $ 69,081.03
11/13/20 $ 60,607.03 $ 8,474.00 $ 69,081.03
12/13/20 $ 60,607.03 $ 8,474.00 $ 69,081.03
01/13/21 $ 60,607.03 $ 8,474.00 $ 69,081.03
02/13/21 $ 60,607.03 $ 8,474.00 $ 69,081.03
03/13/21 $ 60,607.03 $ 8,474.00 $ 69,081.03
04/13/21 $ 60,607.03 $ 8,474.00 $ 69,081.03
05/13/21 $ 60,607.03 $ 8,474.00 $ 69,081.03
06/13/21 $ 60,607.03 $ 8,474.00 $ 69,081.03
07/13/21 $ 60,607.03 $ 8,474.00 $ 69,081.03
08/13/21 $ 60,607.03 $ 8,474.00 $ 69,081.03
09/13/21 $ 60,607.03 $ 8,474.00 $ 69,081.03
Total: $ 727,284.36 $ 101,688.00 $ 828,972.36
NOTE: CAM(*)-Pursuant to Section 18 of the Lease Summary, the CAM rate is subject to adjustment
to reflect the actual pro-rata share of Property Taxes and Insurance costs incurred by the Landlord
during the previous calendar year.
Page 3 of 3
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ASSUMPTIONS PENN 17
1st&2nd Month Calculations
AVG
Covers Check Total
Restaurant Ba 200 $12.00 $2,400.00
Dinner 280 $35.00 $9,800.00
Lunch 150 $22.00 $3,300.00
TOTAL 630 $15,500.00 x 30 $465,000.00
days
TOTAL $465,000.00
3rd&4th Month Calculations
AVG
Covers Check Total
Restaurant Ba 240 $12.00 $2,880.00
Dinner 360 $35.00 $12,600.00
Lunch 330 $22.00 $7,260.00
TOTAL 930 $22,740.00 x 30 $682,200.00
$0.00
TOTAL $682,200.00
5th&6th Month Calculations
AVG
Covers Check Total
Restaurant Ba 260 $12.00 $3,120.00
Dinner 380 $35.00 $13,300.00
Lunch 300 $22.00 $6,600.00
TOTAL 940 $23,020.00 x 30 $690,600.00
days
Catering $0.00 $0.00
TOTAL $690,600.00
7th Month to 12th Month Calculations
****Revenue is increased by 5%across the board
2nd Year and 3rd Year Calculations
****Revenue is increased by 5%across the board
4th Year and 5th Year Calculations
****Revenue is increased by 5%across the board
r
ASSUMPTIONS PENN 17
1st&2nd Month Calculations
AVG
Covers Check Total
Restaurant Ba 200 $12.00 $2,400.00
Dinner 280 $35.00 $9,800.00
Lunch 150 $22.00 $3,300.00
TOTAL 630 $15,500.00 x 30 $465,000.00
days
TOTAL $465,000.00
3rd&4th Month Calculations
AVG
Covers Check Total
Restaurant Ba 240 $12.00 $2,880.00
Dinner 360 $35.00 $12,600.00
Lunch 330 $22.00 $7,260.00
TOTAL 930 $22,740.00 x 30 $682,200.00
$0.00
TOTAL $682,200.00
5th&6th Month Calculations
AVG
Covers Check Total
Restaurant Ba _ 260 $12.00 $3,120.00
Dinner 380 $35.00 $13,300.00
Lunch 300 $22.00 $6,600.00
TOTAL 940 $23,020.00 x 30 $690,600.00
days
Catering $0.00 $0.00
TOTAL $690,600.00
7th Month to 12th Month Calculations
****Revenue is increased by 5%across the board
2nd Year and 3rd Year Calculations
****Revenue is increased by 5%across the board
4th Year and 5th Year Calculations
****Revenue is increased by 5%across the board