689-2024 RESOLUTION NO. 689-2024
•
A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE BOARD
OF THE MIAMI BEACH REDEVELOPMENT AGENCY ("RDA"),
APPROVING THE SETTLEMENT AGREEMENT BETWEEN THE RDA AND
. CUBICHE 105, LLC AND AUTHORIZING THE EXECUTIVE DIRECTOR TO
EXECUTE THE SETTLEMENT AGREEMENT AND TO TAKE THE
NECESSARY AND APPROPRIATE STEPS FOR THE IMPLEMENTATION
THEREOF; AND FURTHER, APPROVING AND AUTHORIZING THE
EXECUTIVE DIRECTOR AND SECRETARY TO EXECUTE, CONSISTENT
WITH THE TERMS OF SUCH SETTLEMENT AGREEMENT, AMENDMENT
NO. 2 TO THE LEASE DATED DECEMBER 28, 2015 BETWEEN THE RDA
AND CUBICHE 105, LLC.
WHEREAS, pursuant to Resolution No. 614-2015, the Miami Beach Redevelopment
Agency("RDA")("Landlord")and Cubiche 105, LLC("Tenant")executed a Lease dated December
28, 2015 ("Lease") for the operation of a restaurant (the "Restaurant") at Suite Nos. 1-3 of the,
Anchor Retail Shops, located at 1555 Washington Ave ("Premises"); and
WHEREAS, the Initial Lease Term is for nine (9) years and 364 days, commencing on
January 15, 2016(although there is a scriveners error in Section 14 of the Lease summary,which
reflects that the Lease commences on January 15, 2015), and expiring on January 13, 2026 with
two (2)five (5)-year renewal options; and
WHEREAS, upon execution of the Lease, the Tenant began a$3 million renovation of the
Premises, that exceeded the expected completion date and significantly delayed opening of the
Restaurant; and
WHEREAS, Tenant had just opened the Restaurant and was operating for two (2)weeks,
when in March 2020, the COVID-19 pandemic forced the Tenant to shut down Restaurant
operations and remain closed until March 1, 2021; and
WHEREAS, Tenant qualified for additional rent abatement for FY 2021, for the period of
October through December 2020, pursuant to Resolution No. 2021-317202; and
WHEREAS, as a result of the Tenant having suffered significant losses in revenue and
not being able to meet full rental obligations, the RDA adopted Resolution No. 661-2021,
approving Amendment No.1 to the Lease; and
WHEREAS, on or about June of 2022, Tenant began failing to make rent payments and
as a result, Notices to Cure Default were sent by the RDA; and
WHEREAS, on October 25, 2023, the RDA filed a commercial eviction action in the Circuit
Court of the Eleventh Judicial Circuit in and for Miami-Dade County, styled Miami Beach
Redevelopment Agency v. Cubiche 105, LLC, Case No. 2023-025452-CA-01; and
WHEREAS, at the January 31, 2024 meeting of the RDA, a closed Attorney-Client
Session was held to discuss a settlement agreement regarding the pending litigation with the
Tenant; and
•
•
WHEREAS, the Chairperson and Members of the Board of the RDA directed the RDA's
General Counsel to negotiate a settlement agreement and lease amendment in accordance with
the direction provided at the Attorney-Client Session; and
WHEREAS, the RDA staff recommends in favor of approving the Settlement Agreement,
which is attached hereto as Exhibit "A" and executing Amendment No. 2 to the Lease, which is
attached hereto as Exhibit "B" which contains terms consistent with the direction of the
Chairperson and Members of Board of the RDA.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRPERSON AND
MEMBERS OF THE BOARD OF THE MIAMI BEACH REDEVELOPMENT AGENCY ("RDA"),
that the Chairperson and Members of the Board of the RDA approve the Settlement Agreement
between the RDA and Cubiche 105, LLC in the form attached as Exhibit "A" to this Resolution
and authorize the Executive Director to execute the Settlement Agreement and to take the
necessary and appropriate steps for the implementation thereof; and further, approve and
authorize the Executive Director and Secretary to execute, consistent with the terms of such
Settlement Agreement, Amendment No. 2 to the Lease dated December 28, 2015 between the
RDA and Cubiche 105, LLC.
PASSED and ADOPTED this 3 day of April, 2024.
41 ,,,......—ifieit:0440.4.
Steven Meiner, Chairperson
ATT T:
'6 ..?i/
APR A 8 2024
0:4My
AveRafae E. Granado, Secretary - \
'=.IktORP UMW
APPROVED AS TO FORM&
LANGUAGE&FOR EXECUTION
rer General Counsel 4 Date
2
Redevelopment Agency - RDA 1.
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, Executive Director
DATE: April 3, 2024
SUBJECT:A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE
BOARD OF THE MIAMI BEACH REDEVELOPMENT AGENCY ("RDA"),
APPROVING THE SETTLEMENT AGREEMENT BETWEEN THE RDA AND
CUBICHE 105, LLC AND AUTHORIZING THE EXECUTIVE DIRECTOR TO
EXECUTE THE SETTLEMENT AGREEMENT AND TO TAKE THE
NECESSARY AND APPROPRIATE STEPS FOR THE IMPLEMENTATION
THEREOF; AND FURTHER, APPROVING AND AUTHORIZING THE
EXECUTIVE DIRECTOR AND SECRETARY TO EXECUTE, CONSISTENT
WITH THE TERMS OF SUCH SETTLEMENT AGREEMENT, AMENDMENT
NO. 2 TO THE LEASE DATED DECEMBER 28, 2015 BETWEEN THE RDA
AND CUBICHE 105, LLC.
•
BACKGROUND/HISTORY
On December 28, 2015, pursuant to Resolution No. 614-2015, the Miami Beach
Redevelopment Agency ("RDA") ("Landlord") and Cubiche 105, LLC ("Tenant") executed a
Lease ("Lease") for the operation of a restaurant (the "Restaurant") at Suite Nos. 1-3 of the
• Anchor Retail Shops, located at 1555 Washington Ave ("Premises"). The Initial Lease Term
is for nine (9) years and 364 days, commencing on January 15, 2016 (although there is a
• Scrivener's error in Section 14 of the Lease summary, which reflects that the Lease
commences on January 15, 2015), and expiring on January 13, 2026,with two (2)five (5)-year
renewal options.
Upon execution of the Lease, the Tenant began a $3 million renovation of the Premises, that
exceeded the expected completion date and significantly delayed opening of the Restaurant.
Although the Premises remained closed and under construction for over two years, the Tenant
met the monthly rental obligations during that period. Consequently, the construction delays
did not allow Cubiche 105 to open until February 28, 2020. They were open and operating for
two (2) weeks, when the COVI D-19 pandemic forced the Tenant to shut down Restaurant
operations and remain closed until March 1, 2021.
The Tenant was awarded full rental abatement from April 2020 through September 2020,
pursuant to Resolution No. 2020-31332. The Tenant was further approved for Minimum Base
Rent abatement for the period of October 2020 through December 2020, pursuant to
Resolution No. 2021-31702, where Tenant was only paying monthly operating expenses.As a
result of the Tenant having suffered significant loss in revenue and not able to meet full rental
obligations, on October 13, 2021, the Chairperson and Members of the Miami Beach
Page 1380 of 1445
Redevelopment Agency, adopted Resolution No. 661-2021, approving Amendment No. 1 to
the Lease, which granted the Tenant with additional rent abatement requested and other
modifications to the financial terms of the Lease.
ANALYSIS
On or about June of 2022, Tenant began failing to make rent payments and as a result, Notices
to Cure Default were sent by the RDA. On October 25, 2023, the RDA filed a commercial
eviction action in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County,
styled Miami Beach Redevelopment Agency v. Cubiche 105, LLC, Case No. 2023-025452-
CA-01.
At the January 31, 2024, meeting of the RDA, a closed Attorney-Client Session was held to
discuss a settlement agreement regarding the pending litigation with the Tenant. Pursuant to the
direction received in that Session, the Parties reached a full and final compromise and
settlement of all matters, causes of action, claims and contentions between them and
memorialized the settlement in writing (the "Settlement Agreement").
The Settlement Agreement, which is attached hereto as Exhibit "A" to the Memorandum
accompanying this Resolution, is contingent upon approval of the Chairperson and Members of
the RDA. Having determined that settlement of the litigation is in the best interests of the RDA,
the Chairperson and Members of the RDA desire to approve the Settlement Agreement and
further, execute Amendment No. 2 to the Lease, which is attached hereto as Exhibit "B" which
contains terms consistent with the direction of the Chairperson and Members of Board of the
RDA. As more particularly set forth, Amendment No. 2 to the Lease provides the following
modifications to the lease terms and rent structure:
Lease Term:
Renewal Options: Following the Lease Expiration Date of the Initial Lease Term, and subject to
the following terms and conditions, Tenant may exercise the following two (2) Renewal Options:
• "First Renewal Option": The First Renewal Option, shall have a term of five (5) Lease
Years, commencing on January 1, 2026 and expiring on December 31, 2030, and shall be
at the mutual option of the Tenant and Landlord, to be exercised not later than September
15, 2025, provided, if Tenant has not had any default between the Amendment No. 2
Commencement Date and December 31, 2025,the City will consent to Tenant's exercise
of the First Renewal Option. The Minimum Rent payments due during the First Renewal
Option term is hereby replaced with the modified rental payment structure set forth in •
Section 2.3.1(c)of Amendment No. 2.
• "Second Renewal Option": The Second Renewal Option, shall have a term of five (5)
years, commencing on January 1, 2031 and expiring on December 31, 2035. Provided
Tenant has not had any payment default or any other default that was not cured within the
applicable cure period during the First Renewal Option period, Tenant, at Tenant's sole
option, may exercise the Second Renewal Option no later than September 15, 2030. The
Minimum Rent payments due during the Second Renewal Option term are hereby
replaced with the modified rental payment structure set forth in Section 2.3 of Amendment.
No. 2.
Page 1381 of 1445
Effective June 1, 2022, the following shall be inserted as a new Section 2.3.1 of the Lease:
(a) From June 1, 2022, through January 31, 2024, Tenant shall pay Percentage Rent
equal to ten percent(10%)of Gross Sales for each month.
(b) From February 1, 2024 through December 31, 2025, Tenant shall pay rent equal to the
GREATER of (i) Minimum Rent of $25.00_PSF or (ii) Percentage Rent equal to 10% of
Gross Sales for each month; provided, however, that Percentage Rent shall increase to
11% of Gross Sales once the total cumulative Gross Sales for a particular Lease Year
exceeds $1,782,500.00; and, further, that the Percentage Rent shall increase to 12.5% on
Gross Sales once the total cumulative Gross Sales amount for a particular Lease Year
exceeds $2,000,000.00. Minimum Rent shall escalate by 3% on January 1st of each
Lease Year.
(c) For the First Renewal Option term (January 1, 2026 — December 31, 2030), Tenant
shall pay rent equal to the GREATER of (i) Minimum Rent of $45.00 PSF or (ii)
Percentage Rent equal to 11% of Gross Sales for each month; provided, however, that
Percentage Rent shall increase to 12.5% of Gross Sales for each month once the total
cumulative Gross Sales for a particular Lease Year exceeds $3,116,818.18. Minimum
Rent during the First Renewal Option term shall escalate annually on January 1st
commencing on January 1, 2027, by 3%.
(d) For the Second Renewal Option term (January 1, 2031 — December 31, 2035),
Minimum Rent shall be adjusted based upon the Fair Market Rents in effect but not lower
than the Minimum Rent payment for the last Lease Year of the First Renewal Option term.
Rent for the Second Renewal Option term shall be equal to the GREATER of (i)the new
Minimum Rent or (ii) Percentage Rent equal to 11% of Gross Sales for each month;
provided, however, that Percentage Rent increases to 12.5% of Gross Sales for each
month once the total cumulative Gross Sales for a particular Lease Year exceeds the
amount determined by adding $500,000.00 to the natural breakpoint (as defined below).
Minimum Rent during the Second Renewal Option term shall escalate annually on January
1st commencing on January 1, 2032, by 3%. The "natural breakpoint" shall be determined
for purposes of this subparagraph by dividing the annualized Minimum Rent during the first
Lease Year of the Second Renewal Option term into 11%.
(e) Minimum Rent payments pursuant to this Section shall be paid in advance on the 1st of
each month and Monthly Percentage Rent payments pursuant to this Section 2.3.1 shall
be due in respect of each such month by the 15th day of the following month and shall
include a monthly report of Gross Sales receipts, along with any a State of Florida Sales
Tax Return and any additional back-up documents which the City may request.
(f)The Term "Gross Sales" as used herein shall include all receipts, whether collected or
accrued from the Premises including, without limitation, receipts from the sale of food,
beverage, alcoholic beverages, merchandise, rental of space, or from any other source
whatsoever.
(g)All Minimum Rent and Percentage Rent payments shall include applicable sales and
use tax.
(h) In addition to the modified rental structure set forth in this Subsection, Tenant shall be
required to pay all additional rent payments required under the Lease including, without
Page 1382 of 1445
limitation, Operating Expenses plus applicable sales and use tax.
SUPPORTING SURVEY DATA
NA
FINANCIAL INFORMATION
TBD
CONCLUSION
Based upon the foregoing, the RDA Executive Staff recommends the Chairperson 'and
Members of the RDA Board approve the Settlement Agreement, which is attached hereto as
Exhibit "A" to the Memorandum accompanying this Resolution between the RDA and
Cubiche 105, LLC, and to take the necessary and appropriate steps for the implementation
thereof; and further, approve and authorize the Executive Director and Secretary to execute,
consistent with the terms of such Settlement Agreement, Amendment No. 2 to the Lease.
Applicable Area
South Beach
Is this a"Residents Right Does this item utilize G.O.
to Know" item, pursuant to Bond Funds?
City Code Section 2-14?
No . .. No. ..
Legislative Tracking
Facilities and Fleet Management
ATTACHMENTS:
Description
❑ Memorandum
❑ Resolution
o Exhibit A- Settlement Agreement
D Exhibit B -Amendment No.2
Page 1383 of 1445
Redevelopment Agency- RDA 1.
MIAMI BEACH .
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members oft City Commission
FROM: Alina T. Hudak, Executive Direct
Rafael Paz, City Attorney
DATE: April 3, 2024
SUBJECT: A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE
BOARD OF THE MIAMI BEACH REDEVELOPMENT AGENCY("RDA"),
APPROVING THE SETTLEMENT AGREEMENT BETWEEN THE RDA
AND CUBICHE 105, LLC AND AUTHORIZING THE EXECUTIVE
DIRECTOR TO EXECUTE THE SETTLEMENT AGREEMENT AND TO
TAKE THE NECESSARY AND APPROPRIATE STEPS FOR THE
IMPLEMENTATION THEREOF; AND FURTHER, APPROVING AND
AUTHORIZING THE EXECUTIVE DIRECTOR..AND. SECRETARY.TO ..
EXECUTE, CONSISTENT WITH THE TERMS OF SUCH
SETTLEMENT AGREEMENT, AMENDMENT NO. 2 TO THE LEASE
DATED DECEMBER 28, 2015 BETWEEN THE RDA AND CpBICHE
105, LLC.
BACKGROUND/HISTORY
On December 28, 2015, pursuant to Resolution No. 614-2015, the Miami Beach
Redevelopment Agency("RDA")("Landlord")and Cubiche 105, LLC("Tenant")executed
a Lease ("Lease")for the operation of a restaurant(the "Restaurant")at Suite Nos. 1-3 of
the Anchor Retail Shops, located at 1555 Washington Ave ("Premises").The Initial Lease
Term is for nine (9) years and 364 days, commencing on January 15, 2016 (although
there is a Scrivener's error in Section 14 of the Lease summary, which reflects that the
Lease commences on January 15, 2015), and expiring on January 13, 2026, with two (2)
five (5)-year renewal options.
Upon execution of the Lease, the Tenant began-a $3 million renovation of the Premises,
that exceeded the expected completion date and significantly delayed opening of the
Restaurant. Although the Premises remained closed and under construction for over two
years, the Tenant met the monthly rental obligations during that period. Consequently,
the construction delays did not allow Cubiche 105 to open until February 28, 2020. They
were open and operating for two (2) weeks, when the COVID-19 pandemic forced the
Tenant to shut down Restaurant operations and remain closed until March 1, 2021.
Page 1384 of 1445
•
The Tenant was awarded full rental abatement from April 2020 through September 2020,
pursuant to Resolution No. 2020-31332. The Tenant was further approved for Minimum
Base Rent abatement for the period of October 2020 through December 2020, pursuant
to Resolution No. 2021-31702, where Tenant was only paying monthly operating
expenses. As a result of the Tenant having suffered significant loss in revenue and not
able to meet full rental obligations, on October 13, 2021, the Chairperson and Members
of the Miami Beach Redevelopment Agency, adopted Resolution No. 661-2021,
approving Amendment No. 1 to the Lease, which granted the Tenant with additional rent
abatement requested and other modifications to the financial terms of the Lease.
ANALYSIS
On or about June of 2022, Tenant began failing to make rent payments and as a result,
Notices to Cure Default were sent by the RDA. On October 25, 2023, the RDA filed a
commercial eviction action in the Circuit Court of the Eleventh Judicial Circuit in and for
Miami-Dade County, styled Miami Beach Redevelopment Agency v. Cubiche 105, LLC,
Case No. 2023-025452-CA-01.
At the January 31, 2024 meeting of the RDA, a closed Attorney-Client Session was held
to discuss a settlement agreement regarding the pending litigation with the Tenant. The
Parties reached a full and final compromise and settlement of all matters, causes of
action, claims and contentions between them and memorialized the settlement in writing
(the "Settlement Agreement").
The Settlement Agreement, which is attached hereto as Exhibit "A" to the Memorandum
accompanying this Resolution, is contingent upon approval of the Chairperson and
Members of the RDA. having determined that settlement of the litigation is in the best
interests of the RDA, the Chairperson and Members of the RDA desire to approve the
Settlement Agreement and further, execute Amendment No. 2 to the Lease, which is
attached hereto as Exhibit "B" which contains terms consistent with the direction of the
Chairperson and Members of Board of the RDA. As more particularly set forth,
Amendment No. 2 to the Lease provides modifications to the terms with:
(a) From June 1, 2022 through January 31, 2024, Tenant shall pay Percentage Rent
equal to ten percent(10%)of Gross Sales for each month.
(b) From February 1, 2024 through December 31, 2025, Tenant shall pay rent equal
to the GREATER of(i) Minimum Rent of$25.00 PSF or(ii) Percentage Rent equal
to 10% of Gross Sales for each month; provided, however, that Percentage Rent
shall increase to 11% of Gross Sales once the total cumulative Gross Sales for a
particular Lease Year exceeds $1,782,500.00; and, further, that the Percentage
Rent shall increase to 12.5% on Gross Sales once the total cumulative Gross
Sales amount for a particular Lease Year exceeds $2,000,000.00. Minimum Rent
shall escalate by 3% on January 1st of each Lease Year.
Page 1385 of 1445
(c) For the First Renewal Option term(January 1, 2026—December 31, 2030),Tenant
shall pay rent equal to the GREATER of (i) Minimum Rent of $45.00 PSF or (ii)
Percentage Rent equal to 11%of Gross Sales for each month; provided, however,
that Percentage Rent shall increase to 12.5% of Gross Sales for each month once
the total cumulative Gross Sales for a particular Lease Year exceeds
$3,116,818.18. Minimum Rent during the First Renewal Option term shall escalate
annually on January 1st commencing on January 1, 2027 by 3%. •
(d) For the Second Renewal Option term (January 1, 2031 — December 31, 2035),
Minimum Rent shall be adjusted based upon the Fair Market Rents in effect but
not lower than the Minimum Rent payment for the last Lease Year of the First
Renewal Option term. Rent for the Second Renewal Option term shall be equal to
the GREATER of(i) the new Minimum Rent or(ii) Percentage Rent equal to 11%
of Gross Sales for each month; provided, however, that Percentage Rent
increases to 12.5%of Gross Sales for each month once the total cumulative Gross
Sales for a particular Lease Year exceeds the amount determined by adding
$500,000.00 to the natural breakpoint (as defined below). Minimum Rent during
the Second Renewal Option term shall escalate annually on January 1st
commencing on January 1, 2032 by 3%. The "natural breakpoint" shall be
determined for purposes of this subparagraph by dividing the annualized Minimum
Rent during the first Lease Year of the Second Renewal Option term into 11%.
(e) Minimum Rent payments pursuant to this Section 2.3.1 shall be paid in advance
on the 1st of each month and Monthly Percentage Rent payments pursuant to this
Section 2.3.1 shall be due in respect of each such month by the 15th day of the
following month and shall include a monthly report of Gross Sales receipts, along
with any a State of Florida Sales Tax Return and any additional back-up
documents which the City may request.
(f) The Term"Gross Sales"as used herein shall include all receipts,whether collected
or accrued from the Premises including, without limitation, receipts from the sale
of food,'beverage, alcoholic beverages, merchandise, rental of space, or from any
other source whatsoever.
(g) All Minimum Rent and Percentage Rent payments shall include applicable sales
and use tax.
(h) In addition to the modified rental structure set forth in this Subsection 2.3.1,Tenant
shall be required to pay all additional rent payments required under the Lease
including, without limitation, Operating Expenses plus applicable sales and use
tax.
SUPPORTING SURVEY DATA
NA
Page 1386 of 1445
FINANCIAL INFORMATION
TBD
CONCLUSION
Based upon the foregoing, the RDA Executive Staff recommends the Chairperson and
Members of the RDA Board approve the Settlement Agreement, which is attached hereto
as Exhibit "A" to the Memorandum accompanying this Resolution between the RDA and
Cubiche 105, LLC, and to take the necessary and appropriate steps for the
implementation thereof; and further, approve and authorize the Executive Director and
Secretary to execute, consistent with the terms of such Settlement Agreement,
Amendment No. 2 to the Lease.
Applicable Area
South Beach
Is this a "Residents Right to Know" item, pursuant to City Code Section 2-14?
No
Does this item utilize G.O. Bond Funds?
No
Legislative Tracking
Facilities and Fleet Management
ATTACHMENTS:
Description
Resolution
Exhibit A- Settlement Agreement
Exhibit B - Amendment No. 2
•
Page 1387 of 1445
RESOLUTION NO.
A-RESOLUTION OF THE-CHAIRPERSON AND-MEMBERS OF THE BOARD
OF THE MIAMI BEACH REDEVELOPMENT AGENCY ("RDA"),
APPROVING THE SETTLEMENT AGREEMENT BETWEEN THE RDA AND
CUBICHE 105, LLC AND AUTHORIZING THE EXECUTIVE DIRECTOR TO
EXECUTE THE SETTLEMENT AGREEMENT AND TO TAKE THE
NECESSARY AND APPROPRIATE STEPS FOR THE IMPLEMENTATION
THEREOF; AND FURTHER, APPROVING AND AUTHORIZING THE
EXECUTIVE DIRECTOR AND SECRETARY TO EXECUTE, CONSISTENT
WITH THE TERMS OF SUCH SETTLEMENT AGREEMENT, AMENDMENT
NO. 2 TO THE LEASE DATED DECEMBER 28, 2015 BETWEEN THE RDA
AND CUBICHE 105, LLC.
WHEREAS, pursuant to Resolution No. 614-2015, the Miami Beach Redevelopment
Agency("RDA")("Landlord")and Cubiche 105,LLC("Tenant")executed a Lease dated December
28, 2015 ("Lease") for the operation of a restaurant (the `Restaurant") at Suite Nos. 1-3 of the
Anchor Retail Shops, located at 1555 Washington Ave("Premises"); and
WHEREAS, the Initial Lease Term is for nine (9) years and 364 days, commencing on
January 15, 2016(although there is a scriveners error in Section 14 of the Lease summary,which
reflects that the Lease commences on January 15, 2015), and expiring on January 13, 2026 with
two (2)five (5)-year renewal options; and
WHEREAS, upon execution of the Lease, the Tenant began a$3 million renovation of the
Premises, that exceeded the expected completion date and significantly delayed opening of the
Restaurant; and
WHEREAS,Tenant had just opened the Restaurant and was operating for two(2)weeks,
when in March 2020, the COVID-19 pandemic forced the Tenant to shut down Restaurant
operations and remain closed until March 1, 2021; and
WHEREAS, Tenant qualified for additional rent abatement for FY 2021, for the period of
October through December 2020, pursuant to Resolution No. 2021-317202; and
WHEREAS, as a result of the Tenant having suffered significant losses in revenue and
not being able to meet full rental obligations, the RDA adopted Resolution No. 661-2021,
approving Amendment No.1 to the Lease; and
WHEREAS, on or about June of 2022, Tenant began failing to make rent payments and
as a result, Notices to Cure Default were sent by the RDA; and
WHEREAS,on October 25,2023, the RDA filed a commercial eviction action in the Circuit
Court of the Eleventh Judicial Circuit in and for Miami-Dade County, styled Miami Beach
Redevelopment Agency v. Cubiche 105, LLC, Case No. 2023-025452-CA-01; and
WHEREAS, at the January 31, 2024 meeting of the RDA, a closed Attorney-Client
Session was held to discuss a settlement agreement regarding the pending litigation with the
Tenant; and
Page 1388 of 1445
WHEREAS, the Chairperson and Members of the Board of the RDA directed the RDA's
General Counsel to negotiate a settlement agreement and lease amendment in accordance with
the direction provided at the Attorney-Client Session; and-
WHEREAS, the RDA staff recommends in favor of approving the Settlement Agreement,
which is attached hereto as Exhibit"A"and executing Amendment No. 2 to the Lease, which is
attached hereto as Exhibit "B" which contains terms consistent with the direction of the
Chairperson and Members of Board of the RDA.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRPERSON AND
MEMBERS OF THE BOARD OF THE MIAMI BEACH REDEVELOPMENT AGENCY("RDA"),
that the Chairperson and Members of the Board of the RDA approve the Settlement Agreement
between the RDA and Cubiche 105, LLC in the form attached as Exhibit "A" to this Resolution
and authorize the Executive Director to execute the Settlement Agreement and to take the
necessary and appropriate steps for the implementation thereof; and further, approve and
authorize the Executive Director and Secretary to execute, consistent with the terms of such
Settlement Agreement, Amendment No. 2 to the Lease dated December 28, 2015 between the
RDA and Cubiche 105, LLC.
PASSED and ADOPTED this day of April, 2024.
Steven Meiner, Chairperson
ATTEST:
Rafael E. Granada, Secretary
APPROVED AS TO FORM&
LANGUAGE&FOR EXECUTION
r,. General Counsel �� Date
2
Page 1389 of 1445
Exhibit"A"
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release("Agreement")dated as of April 2024("Effective
Date") is entered into by Miami Beach Redevelopment Agency (the "RDA") and Cubiche105,
LLC("Cubiche")(each a"Party"and all,together, the"Parties").
WHEREAS, the Parties entered into a Lease Agreement dated December 28, 2015 for
approximately 7,130 square feet of retail space located at 1555 Washington Avenue, Suites 1-3,
Miami Beach, Florida 33139(the"Lease").
WHEREAS, the City has filed a complaint in the Circuit Court for the Eleventh Judicial
Circuit in and for Miami Dade County, Florida in the case styled Miami Beach Redevelopment
Agency v. Cubiche 105,LLC,Case No.2023-025452-CA-01 seeking a commercial tenant eviction
and for damages(the"Litigation").
WHEREAS, to avoid the costs and uncertainties of continued litigation, the Parties wish to
enter into an Amendment No. 2 to Lease ("Amendment No. 2"), in the form attached to this
Agreement as Exhibit 1, to be signed contemporaneously with this Agreement and settle the
Litigation and all other claims and disputes between themselves, on the terms and conditions
hereinafter set forth.
NOW,THEREFORE,in consideration of the mutual covenants set forth herein and for other
good and valuable consideration, the adequacy, sufficiencyreceipt of which is hereby
eq ,
y .. and.. .. y
acknowledged,the Parties agree and represent as follows.
1. Recitals.The recitals are adopted and incorporated in this Agreement by reference.
2. Representation. This Agreement is entered into voluntarily by the Parties who stipulate
and agree that they are under no duress or undue influence. The Parties represent that in
the execution of this Agreement,they had the opportunity to consult legal counsel of their
own selection with respect to the execution of this Agreement.
3. Lease Amendment.The parties agree to simultaneously and contemporaneously herewith
execute Amendment No. 2. Cubiche agrees to make all payments due'upon execution of
Amendment No. 2, as provided therein, simultaneously with the execution of this
Agreement and this Agreement shall not become effective unless and until such payments
are made.
4. Mutual Releases.
a. The RDA hereby waives and irrevocably remises, releases, acquits and forever
discharges Cubiche and its affiliates, subsidiaries,agents, and attorneys from any
and all claims, causes of action,demands,rights, damages,costs, losses,expenses,
compensation and obligations which exist or which may hereafter accrue. whether
known or unknown, whether foreseen or unforeseen, whether matured or not
mature,whether discovered or undiscovered,and the consequences thereof,having
resulted, resulting or to result from (i) all matters or disputes which have been or
Page 1390 of 1445
could-have been alleged-by the RDA in the Litigation and(ii)any and all claims for
attorney's fees (including paralegal fees) and costs in any way related to the
Litigation.
Cubiche hereby waives and irrevocably remises, releases, acquits and forever
discharges the RDA, and its affiliates, subsidiaries, agents, and attorneys, including
without limitation the City of Miami Beach, from any and all claims,causes of action,
demands,rights,damages,costs,losses,expenses,compensation and obligations which
• exist or which may hereafter accrue,whether known or unknown,whether foreseen or
unforeseen, whether matured or not mature, whether discovered or undiscovered,and
the consequences thereof, having resulted, resulting or to result from (i) any liability
arising out of the Lease , including all matters or disputes which have been or could
have been alleged by Cubiche in the Litigation and(ii)any and all claims for attorney's
fees(including paralegal fees)and costs in any way related to the Litigation;
5. Dismissal with Prejudice. Within five(5)business days from the latest to occur of(a)the
date of execution of this Agreement, (b)the date of execution of the Lease Amendment or
(c)the date Cubiche pays the RDA all amounts to be paid at the time Amendment No.2 is
executed,the Parties will file a joint stipulation of dismissal with prejudice of the Litigation
with each party to bear their own attorneys' fees and costs and with the court in such
proceedings to reserve jurisdiction to enforce the terms of this Agreement.
6. Choice of Law and Venue. The Parties agree that this Agreement will be construed and
enforced in accordance with the laws of the State of Florida. Venue for any proceeding
arising out of this Agreement shall lie exclusively in the Eleventh Judicial Circuit in and
for Miami Dade County, Florida.
7. Prevailing Party Fees and Costs. In any action to enforce, interpret, or seek damages for
violation of this Agreement,the prevailing party shall recover its reasonable attorneys'fees
and costs in connection with such efforts.
8. Waiver. No failure to enforce terms or conditions of this Agreement by any of the Parties
shall constitute a waiver of any right to'assert any of the terms and conditions of this
Agreement.
9. Severability of Provisions. If any provision of this Agreement shall be held invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions of
this Agreement shall not be impaired thereby.
10. Construction. Each Party hereto has participated in the negotiation and drafting of this
Agreement, and there shall not be any presumption that the provisions of this Agreement
shall be construed strictly against one or the other Party hereto.
•
11.No Oral Modification. No term of this Agreement may be modified, amended,
supplemented,or waived in any way except in a writing that is signed by the Parties.
2
Page 1391 of 1445
12.Entire Agreement. This Agreement, together with the Schedules, Exhibits, and releases
referenced in it,constitute the final and complete statement of the agreement of the Parties
on the subject matter hereof. There are no agreements, understandings, or representations
relied on by the parties hereto with respect to the subject matter hereof other than those
included in this Agreement.
13.Intentionally deleted.
14. Binding Nature. This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their respective heirs, personal representatives, successors and assigns,
and any corporation, partnership or other entity into or with which any Party hereto may
merge, consolidate or reorganize.
15.Cooperation. Each Party hereto shall cooperate and take such actions, and execute such
other documents as may reasonably be requested by another Party in order to carry out the
provisions of this Agreement.
16.Authority to Execute.All signatories hereto represent and warrant that they have authority
to execute this Agreement and thereby bind the party that they purport to represent, and
further represent and warrant that this Agreement constitutes a.valid,.legal and binding..
agreement of each Party,and is enforceable against each such party in accordance with its
terms.
17. Counterparts. This Agreement may be executed in multiple counterparts, and may be
executed by facsimile, e-mail or pdf formats,and as so executed shall constitute one and
the same agreement. The execution and delivery of this Agreement by either facsimile or
electronic mail in PDF format shall be binding on the Party who so executes and on whose
behalf the document is transmitted.
18. Captions.The captions and headings contained in this Agreement arc for convenience and
reference only, and shall not be deemed to be construed as limiting or modifying in any
manner the provisions of this Agreement.
19.Electronic Signature. The Parties hereby consent and agree that they may execute this
Agreement and the documents contemplated to be executed in connection herewith by
electronic signature, unless otherwise provided by law.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year indicated below each of their respective signatures.
[SIGNATURE PAGES FOLLOWI
3
Page 1392 of 1445
[SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND RELEASE]
MIAMI BEACH REDEVLEOPMENT AGENCY
Alina T. Hudak, City Manager
Executive Director of the MBRA
Dated:
APPROVED AS TO
FORM& LANGUAGE
ATTEST: & FOR EXECUTION
• 3
Z-�
Redevelopment Agency Date
Generoi C t,o ei �L
Rafael E. Granado, Secretary
CUBICHE 105, LLC
By:
Name:
Title:
Dated:
4
Page 1393 of 1445
it .
•
Exhibit"B"
AMENDMENT NO. 2 TO LEASE
BETWEEN
THE MIAMI BEACH REDEVELOPMENT AGENCY
AND
C4BICHE 105, LLC
This Amendment No. 2 (Amendment) to the Lease, dated December 28, 2015
(Agreement), as amended by Amendment No. 1,dated December 30, 2021 (collectively,
the "Lease"), by and between the Miami Beach Redevelopment Agency(RDA), a Public
Body Corporate and Politic and existing under the laws of the State of Florida, having its
principal place of business at 1700 Conivention Center Drive,Miami Beach,Florida 33139
(Landlord), and Cubiche 105, LLC, a Florida limited liability company, having its principal
place of business at 1555 Washington Avenue, Miami Beach, Fl 33139 (Tenant), each
referred to herein as a"party" and collectively the 'parties", is entered into this day
of ,2024(the'Amendment No. 2 Effective Date").
RECITALS
WHEREAS, on December 28, 2015, pursuant to Resolution Number 614-2015,the
RDA(Landlord)and Tenant entered into a Lease for the operation of a restaurant at 1555
Washington Avenue(Premises); and
WHEREAS, the Initial Lease Term is for nine(9)years and 364 days,commencing
on January 15, 2016 (although there] is a scriveners error in Section 14 of the Lease
summary,which reflects that the Lease commences on January 15, 2015), and expiring
on January 13, 2026 with two(2)five(5)year renewal options;and
WHEREAS,without prejudice to either party,and Tenant being responsible for any
late fees which Tenant would otherwise incur as a result of this modification, the parties
wish to(1)correctimodify the term of the Lease to commence on January 2,2016,instead
of January 15, 2016,and expire on December 31,2025,instead of January 13,2026;and
(2) modify the definition of"Lease Year" to commence on January 18t of each year and
expire on the 31'of December of each year; and
WHEREAS, pursuant to Resolution No. 2021-31702, the Tenant qualified for a
Minimum Rent abatement for the period of October 2020 through December 2020; and
WHEREAS,on October 13,2021,the Chairman and Members of the Miami Beach
Redevelopment Agency adopted Resolution No. 661-2021, approving Amendment No.1
to the Lease, granting Tenant the following rent relief:
(1) the complete abatement of Minimum Rent from January 1, 2021 to February
28, 2021 in the amount of$74,898.76. ("Abatement Period");
(2) the abatement of Minimum Rent for the period from March 1, 2021 to March
31, 2022, in the amount of $495,830.45, and the replacement of Minimum Rent with
Percentage Rent equal to 10%of Gross Sales for the same period of time ("Partial Rent
Abatement Period");
(3) during the Abatement Period and Partial Rent Abatement Period, Tenant
continued to be obligated to pay the,,Operating Expenses, as more particularly described
in Section 2.4 of the Lease; and ,
Page 1394 of 1445
•
(4) at the end of the Partial Rent Abatement Period, the rental terms under the
Lease would return to the their then current rent obligations for year six (6)at$69.56 per
square foot in order to provide Tenant time to ramp up its-operations; and
WHEREAS, the City has filed a complaint in the Circuit Court for the Eleventh
Judicial Circuit in and for Miami-Dade(County, Florida, in the case styled Miami Beach
Redevelopment Agency v. Cubiche j 105, LLC, Case No. 2023-025452-CA-01(the
"Litigation"), seeking a commercial tenant eviction and for damages due Landlord under
the Lease, in the amount of$ ,as of the inception of the Litigation; and
WHEREAS, on ,,the Chairman and Members of the Miami Beach
Redevelopment Agency adopted Resolution No. , approving a Settlement
Agreement of the pending Litigation,and correspondingly approving Amendment No. 2 to
the Lease to incorporate the modification of the financial terms of the Lease agreed upon
by the parties in the Settlement Agreement; said Amendment, in material part, modifying
the Minimum Rent payments due under the Lease during the remainder of the Initial Lease
Term and the two(2)Renewal Options(collectively,the"Partial Rent Abatement Period"),
as more particularly set forth herein.
NOW THEREFORE, in consideration of the mutual promises and conditions
contained herein, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the Landlord and Tenant hereby agree to amend the Lease as
follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated herein as part of this
Amendment. Unless otherwise defined herein, defined terms (as indicated by an
initial capital letter)shall have the meaning ascribed to them in the Lease.
2. MODIFICATIONS.
The Agreement is hereby amended (deleted items struck-through and inserted
items underlined) as follows:
A. Effective as of June 1,2022, Section 14(Term of Lease(Section 1.1)of the Lease
Summary is hereby deleted in its entirety and replaced with the following:
14. Term of Lease(Section 1.1):
The Initial Lease Term shall'commence on January 2, 2016 ("Commencement
Date"), and shall end nine (9)years and three hundred and sixty four(364) days
following the Commencement Date, through December 31, 2025 ("Lease
Expiration Date"). The Minimum Rent payments due from Jun 1, 2022 through
January 31, 2024 are hereby replaced with the modified rental payment structure
set forth in Section 2.3.1(a) and the Minimum Rent payments due from February
1,2024 through December 31.2025 are hereby replaced with the modified rental
payment structure set forth iii Section 2.3.1(b)
"Rent Commencement Date":August 15, 2016.
"Renewal Options": Following the Lease Expiration Date of the Initial Lease Term,
and subject to the following terms and conditions, Tenant may exercise the
following two(2)Renewal Options:
2 •
Page 1395 of 1445
"First Renewal Option": The First Renewal Option, shall have a term of five (5).
Lease Years, commencing on January 1, 2026 and expiring on December 31,
2030,and shall be at the mutual loption of the Tenant and Landlord,to be exercised
not later than September 15. 2025, provided, if Tenant has not had any default
between the Amendment No. 2 Commencement Date and December 31, 2025,
the City will consent to Tenant's exercise of the First Renewal Option. The
Minimum Rent payments due'during the First Renewal Option term is hereby
replaced with the modified rental payment structure set forth in Section 2.3.1(c).
"Second Renewal Option": The Second Renewal Option, shall have a term of five
years, commencing on January 1, 2031 and expiring on December 31, 2035.
Provided Tenant has not had any payment default or any other default that was
not cured within the applicable cure period during the First Renewal Option period,
Tenant,at Tenant's sole option!may exercise the Second Renewal Option no later
than September 15, 2030. The Minimum Rent payments due during the Second
Renewal Option term are hereby replaced with the modified rental payment
structure set forth in Section 2.3.1(d).
B. Minimum Rent payments made by Tenant for April and May 2022 are hereby
accepted by the parties as correct amounts and no portion of those payments shall be
credited toward future payments due and owing under the Lease.
C. Effective June 1, 2022, the following shall be inserted as a new Section 2.3.1 of
the Lease.
2.3.1 Minimum Rent and Percentage Rent From and After June 1,2022.
(a) From June 1. 2022 through January 31, 2024, Tenant shall pay
Percentage Rent equal to ten percent (10%) of Gross Sales for each
month.
(b) From February 1, 2024 through December 31, 2025, Tenant shall
pay rent equal to the GREATER of(i) Minimum Rent of$25.00 PSF or(ii).
Percentage Rent equal to 10% of Gross Sales for each month; provided,
however,that Percentage Rent shall increase to 11%of Gross Sales once
the total cumulative Gross Sales for a particular Lease Year exceeds
• • $1,782,500.00; and, further, that the Percentage Rent shall increase•to •
12.5%on Gross Sales once the total cumulative Gross Sales amount for a
particular Lease Year exceeds $2,000,000.00. Minimum Rent shall
• escalate by 3%on January 1st of each Lease Year.
(c) For the First Renewal Option term (January 1, 2026 - December
31_, 2030), Tenant shall pay rent equal to the GREATER of(i) Minimum
Rent of$45.00 PSF or(ii) Percentage Rent equal to 11% of Gross Sales
for each month;provided, however,that Percentage Rent shall increase to
12.5% of Gross Sales for each month once the total cumulative Gross
Sales for a particular'Lease Year exceeds $3,116,818.18. Minimum Rent
during the First Renewal Option term shall escalate annually on January
1st commencing on January 1, 2027 by 3%.
3
•
Page 1396 of 1445
(d) For the Second Renewal Option term(January 1,2031 —December
31, 2035), Minimum Rent shall be adiusted based upon the Fair Market
Rents in effect but not lower than the Minimum Rent payment for the last
Lease Year of the First Renewal Option term. Rent for the Second
Renewal Option term shall be equal to the GREATER of (i) the new
Minimum Rent or (ii) Percentage Rent equal to 11% of Gross Sales for
each month; provided, however,that Percentage Rent increases to 12.5%
of Gross Sales for each month once the total cumulative Gross Sales for a
particular Lease Year exceeds the amount determined by adding
$500,000.00 to the natural breakpoint(as defined below). Minimum Rent
during the Second ReneWal Option term shall escalate annually on January
1i commencing on January 1, 2032 by 3%. The"natural breakpoint"shall
be determined for purposes of this subparagraph by dividing the annualized
Minimum Rent during the first Lease Year of the Second Renewal Option
term into 11%.
(e) Minimum Rent payments pursuant to this Section 2.3.1 shall be
paid in advance on the'1 51 of each month and Monthly Percentage Rent
payments pursuant to this Section 2.3.1 shall be due in respect of each
such month by the 15th day of the following month and shall include a
monthly report of Gross Sales receipts, along with any a State of Florida
Sales Tax Return and any additional back-up documents which the City
may request.
(f) The Term "Gross Sales" as used herein shall include all receipts,
whether collected or ;accrued from-the Premises including, without
limitation, receipts from the sale of food beverage, alcoholic beverages,
merchandise, rental of space,or from any other source whatsoever.
(q) All Minimum Rent and Percentage Rent payments shall include
applicable sales and use tax.
(h) In addition to the modified rental structure set forth in this
Subsection 2.3.1, Tenant shall be required to pay all additional rent
payments required under the Lease including,without limitation,Operating
Expenses plus applicable sales and use tax.
3. RATIFICATION.
Except as amended herein, all other terms and conditions of the Lease shall
remain unchanged and in full force and effect. In the event there is a conflict
between the provisions of this Amendment and the Lease, the provisions of this •
Amendment shall govern.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
4
Page 1397 of 1445
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their appropriate officials, as of the date first entered above.
FOR LANDLORD: THE MIAMI BEACH
REDEVELOPMENT AGENCY
ATTEST:
By:
Rafael E. Granado, Secretary; Alina T. Hudak, Executive Director
Date
FOR TENANT: CUBICHE 105, LLC
ATTEST:
By:
Witness Manager
Print Name Print Name
Date
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
Redevelopment Agoncy Date
General Cal lnsel
5
Page 1398 of 1445
Exhibit"A"
, SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release("Agreement")dated as of April 2024("Effective
Date") is entered into by Miami Beach Redevelopment Agency (the "RDA") and Cubiche105,
LLC("Cubiche")(each a"Party"and all,together,the"Parties").
WHEREAS, the Parties entered into a Lease Agreement dated December 28, 2015 for
approximately 7,130 square feet of retail space located at 1555 Washington Avenue, Suites 1-3,
Miami Beach,Florida 33139(the"Lease").
WHEREAS, the City has filed a complaint in the Circuit Court for the Eleventh Judicial
Circuit in and for Miami Dade County, Florida in the case styled Miami Beach Redevelopment
Agency v. Cubiche 105, LLC,Case No.2023-025452-CA-01 seeking a commercial tenant eviction
and for damages(the"Litigation").
WHEREAS, to avoid the costs and uncertainties of continued litigation, the Parties wish to
enter into an Amendment No. 2 to Lease ("Amendment No. 2"), in the form attached to this
Agreement as Exhibit 1, to be signed contemporaneously with this Agreement and settle the
Litigation and all other claims and disputes between themselves, on the terms and conditions
hereinafter set forth.
NOW,THEREFORE, in consideration of the mutual covenants set forth herein and for other
good and valuable consideration, the adequacy, sufficiency and receipt of which is hereby
acknowledged,the Parties agree and represent as follows.
1. Recitals.The recitals are adopted and incorporated in this Agreement by reference.
2. Representation. This Agreement is entered into voluntarily by the Parties who stipulate
and agree that they are under no duress or undue influence. The Parties represent that in
the execution of this Agreement,they had the opportunity to consult legal counsel of their
own selection with respect to the execution of this Agreement.
3. Lease Amendment.The parties agree to simultaneously and contemporaneously herewith
execute Amendment No. 2. Cubiche agrees to make all payments due upon execution of
Amendment No. 2, as provided therein, simultaneously with the execution of this
Agreement and this Agreement shall not become effective unless and until such payments
are made.
4. Mutual Releases.
a. The RDA hereby waives and irrevocably remises, releases, acquits and forever
discharges Cubiche and its affiliates, subsidiaries, agents, and attorneys from any
and all claims,causes of action,demands, rights, damages,costs, losses,expenses,
compensation and obligations which exist or which may hereafter accrue, whether
known or unknown, whether foreseen or unforeseen, whether matured or not
mature,whether discovered or undiscovered,and the consequences thereof,having
resulted, resulting or to result from (i)all matters or disputes which have been or
Page 1399 of 1445
could have been alleged by the RDA in the Litigation and(ii)any and all claims for
attorney's fees (including paralegal fees) and costs in any way related to the
Litigation.
Cubiche hereby waives and irrevocably remises, releases, acquits and forever
discharges the RDA, and its affiliates, subsidiaries, agents, and attorneys, including
without limitation the City of Miami Beach,from any and all claims, causes of action,
demands,rights,damages,costs,losses,expenses,compensation and obligations which
exist or which may hereafter accrue,whether known or unknown, whether foreseen or
unforeseen, whether matured or not mature, whether discovered or undiscovered, and
the consequences thereof, having resulted, resulting or to result from (i) any liability
arising out of the Lease , including all matters or disputes which have been or could
have been alleged by Cubiche in the Litigation and(ii)any and all claims for attorney's
fees(including paralegal fees)and costs in any way related to the Litigation;
5. Dismissal with Prejudice. Within five(5) business days from the latest to occur of(a)the
date of execution of this Agreement, (b)the date of execution of the Lease Amendment or
(c)the date Cubiche pays the RDA all amounts to be paid at the time Amendment No.2 is
executed,the Parties will file a joint stipulation of dismissal with prejudice of the Litigation
with each party to bear their own attorneys' fees and costs and with the court in such
proceedings to reserve jurisdiction to enforce the terms of this Agreement.
6. Choice of Law and Venue. The Parties agree that this Agreement will be construed and
enforced in accordance with the laws of the State of Florida. Venue for any proceeding
arising out of this Agreement shall lie exclusively in the Eleventh Judicial Circuit in and
for Miami Dade County, Florida.
7. Prevailing Party Fees and Costs. In any action to enforce, interpret, or seek damages for
violation of this Agreement,the prevailing party shall recover its reasonable attorneys'fees
and costs in connection with such efforts.
8, Waiver. No failure to enforce terms or conditions of this Agreement by any of the Parties
shall constitute a waiver of any right to assert any of the terms and conditions of this
Agreement.
9. Severability of Provisions. If any provision of this Agreement shall be held invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions of
this Agreement shall not be impaired thereby.
10. Construction. Each Party hereto has participated in the negotiation and drafting of this
Agreement, and there shall not be any presumption that the provisions of this Agreement
shall be construed strictly against one or the other Party hereto.
11.No Oral Modification. No term of this Agreement may be modified, amended,
supplemented,or waived in any way except in a writing that is signed by the Parties.
2
Page 1400 of 1445
12.Entire Agreefnent. This Agreement, together with the Schedules, Exhibits, and releases
referenced in it,constitute the final and complete statement of the agreement of the Parties
on the subject matter hereof.There are no agreements, understandings, or representations
relied on by the parties hereto with respect to the subject matter hereof other than those
included in this Agreement.
13.Intentionally deleted.
14.Binding Nature. This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their respective heirs, personal representatives, successors and assigns,
and any corporation, partnership or other entity into or with which any Party hereto may
merge, consolidate or reorganize.
15. Cooperation. Each Party hereto shall cooperate and take such actions, and execute such
other documents as may reasonably be requested by another Party in order to carry out the
provisions of this Agreement.
16.Authority to Execute.All signatories hereto represent and warrant that they have authority
to execute this Agreement and thereby bind the party that they purport to represent, and
further represent and warrant that this Agreement constitutes a valid, legal and binding
agreement of each Party,and is enforceable against each such party in accordance with its
terms.
17. Counterparts. This Agreement may be executed in multiple counterparts, and may be
executed by facsimile, e-mail or pdf formats, and as so executed shall constitute one and
the same agreement. The execution and delivery of this Agreement by either facsimile or
electronic mail in PDF format shall be binding on the Party who so executes and on whose
behalf the document is transmitted.
18. Captions. The captions and headings contained in this Agreement are for convenience and
reference only, and shall riot be deemed to be construed as limiting or modifying in any
manner the provisions of this Agreement.
19.Electronic Signature. The Parties hereby consent and agree that they may execute this
Agreement and the documents contemplated to be executed in connection herewith by
electronic signature, unless otherwise provided by law.
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the day and
year indicated below each of their respective signatures.
[SIGNATURE PAGES FOLLOW]
3
Page 1401 of 1445
[SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND RELEASE]
MIAMI BEACH REDEVLEOPMENT
AGENCY
By:
Name:
Title:
Dated:
CUBICHE 105, LLC
•
By:
Name:
Title:
Dated:
4
Page 1402 of 1445
i
Exhibit`B"
AMENDMENT NO. 2 TO LEASE
BETWEEN
THE MIAMI BEACH REDEVELOPMENT AGENCY •
AND
CUBICHE 105, LLC
This Amendment No, 2 (Amendment) to the Lease, dated December 28, 2015
(Agreement), as amended by Amendment No. 1, dated December 30, 2021 (collectively,
the "Lease"), by and between the Miami Beach Redevelopment Agency (RDA), a Public
Body Corporate and Politic and existing under the laws of the State of Florida, having its
principal place of business at 1700 Convention Center Drive, Miami Beach, Florida 33139
(Landlord), and Cubiche 105, LLC, a Florida limited liability company, having its principal
place of business at 1555 Washington Avenue, Miami Beach, Fl 33139 (Tenant), each
referred to herein as a"party" and collectively the"parties", is entered into this day
of , 2024 (the"Amendment No.2 Effective Date").
RECITALS
WHEREAS, on December 28, 2015, pursuant to Resolution Number 614-2015,the
RDA(Landlord)and Tenant entered into a Lease for the operation of a restaurant at 1555
Washington Avenue (Premises); and
WHEREAS, the Initial Lease Term is for nine(9)years and 364 days, commencing
on January 15, 2016 (although there is a scriveners error in Section 14 of the Lease
• summary, which reflects that the Lease commences on January 15, 2015), and expiring
on January 13, 2026 with two (2)five(5)year renewal options; and
WHEREAS,without prejudice to either party,and Tenant being responsible for any
late fees which Tenant would otherwise incur as a result of this modification, the parties
wish to(1)correct/modify the term of the Lease to commence on January 2,2016, instead
of January 15, 2016,and expire on December 31,2025, instead of January 13,2026; and
(2) modify the definition of"Lease Year" to commence on January 1st of each year and
expire on the 31st of December of each year; and
WHEREAS, pursuant to Resolution No. 2021-31702, the Tenant qualified for a
Minimum Rent abatement for the period of October 2020 through December 2020;.and
WHEREAS,on October 13,2021,the Chairman and Members of the Miami Beach
Redevelopment Agency adopted Resolution No. 661-2021, approving Amendment No.1
to the Lease, granting Tenant the following rent relief:
(1) the complete abatement of Minimum Rent from January 1, 2021 to February
28, 2021 in the amount of$74,898.76. ("Abatement Period");
(2) the abatement of Minimum Rent for the period from March 1, 2021 to March
31, 2022, in the amount of $495,830.45, and the replacement of Minimum Rent with
Percentage Rent equal to 10% of Gross Sales for the same period of time ("Partial Rent
Abatement Period");
(3) during the Abatement Period and Partial Rent Abatement Period, Tenant
continued to be obligated to pay the Operating Expenses, as more particularly described
in Section 2.4 of the Lease; and
Page 1403 of 1445
(4) at the end of the Partial Rent Abatement Period, the rental terms under the
Lease would return to the their then current rent obligations for year six (6) at$69.56 per
square foot in order to provide Tenant time to ramp up its operations; and
WHEREAS, the City has filed a complaint in the Circuit Court for the Eleventh
Judicial Circuit in and for Miami-Dade County, Florida, in the case styled Miami Beach
Redevelopment Agency v. Cubiche 105, LLC, Case No. 2023-025452-CA-01(the
"Litigation"), seeking a commercial tenant eviction and for damages due Landlord under
the Lease, in the amount of$ ,as of the inception of the Litigation; and
WHEREAS, on , the Chairman and Members of the Miami Beach
Redevelopment Agency adopted Resolution No. , approving a Settlement
Agreement of the pending Litigation, and correspondingly approving Amendment No. 2 to
the Lease to incorporate the modification of the financial terms of the Lease agreed upon
by the parties in the Settlement Agreement; said Amendment, in material part, modifying
the Minimum Rent payments due under the Lease during the remainder of the Initial Lease
Term and the two(2)Renewal Options(collectively,the"Partial Rent Abatement Period"),
as more particularly set forth herein.
NOW THEREFORE, in consideration of the mutual promises and conditions
contained herein, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the Landlord and Tenant hereby agree to amend the Lease as
follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated herein as part of this
Amendment. Unless otherwise defined herein, defined terms (as indicated by an
initial capital letter) shall have the meaning ascribed to them in the Lease.
2. MODIFICATIONS.
The Agreement is hereby amended (deleted items struck through and inserted
items underlined) as follows:
A. Effective as of June 1,2022, Section 14(Term of Lease(Section 1.1)of the Lease
Summary is hereby deleted in its entirety and replaced with the following:
14. Term of Lease(Section 1.1):
The Initial Lease Term shall commence on January 2, 2016 ("Commencement
Date"), and shall end nine (9) years and three hundred and sixty four(364) days
following the Commencement Date, through December 31. 2025 ("Lease
Expiration Date"). The Minimum Rent payments due from Jun 1, 2022 through
January 31, 2024 are hereby replaced with the modified rental payment structure
set forth in Section 2.3.1(a) and the Minimum Rent payments due from February
1, 2024 through December 31, 2025 are hereby replaced with the modified rental
payment structure set forth in Section 2.3.1(b)
"Rent Commencement Date": August 15, 2016.
• "Renewal Options": Following the Lease Expiration Date of the Initial Lease Term,
and subject to the following terms and conditions, Tenant may exercise the
following two(2) Renewal Options:
2
Page 1404 of 1445
"First Renewal Option": The First Renewal Option, shall have a term of five (5)
Lease Years, commencing on January 1, 2026 and expiring on December 31,
2030,and shall be at the mutual option of the Tenant and Landlord,to be exercised
not later than September 15, 2025, provided, if Tenant has not had any default
between the Amendment No. 2 Commencement Date and December 31, 2025,
the City will consent to Tenant's exercise of the First Renewal Option. The
Minimum Rent payments due during the First Renewal Option term is hereby
replaced with the modified rental payment structure set forth in Section 2.3.1(c).
"Second Renewal Option": The Second Renewal Option, shall have a term of five
years, commencing on January 1, 2031 and expiring on December 31, 2035.
Provided Tenant has not had any payment default or any other default that was
not cured within the applicable cure period during the First Renewal Option period,
Tenant,at Tenant's sole option, may exercise the Second Renewal Option no later
than September 15, 2030. The Minimum Rent payments due during the Second
Renewal Option term are hereby replaced with the modified rental payment
structure set forth in Section 2.3.1(d).
B. Minimum Rent payments made by Tenant for April and May 2022 are hereby
accepted by the parties as correct amounts and no portion of those payments shall be
credited toward future payments due and owing under the Lease.
C. Effective June 1, 2022, the following shall be inserted as a new Section 2.3.1 of
the Lease.
2.3.1 Minimum Rent and Percentage Rent From and After June 1, 2022.
(a) From June 1, 2022 through January 31, 2024, Tenant shall pay
Percentage Rent equal to ten percent (10%) of Gross Sales for each
month.
(b) From February 1, 2024 through December 31, 2025, Tenant shall
pay rent equal to the GREATER of(i) Minimum Rent of$25.00 PSF or(ii)
Percentage Rent equal to 10% of Gross Sales for each month; provided,
however,that Percentage Rent shall increase to 11%of Gross Sales once
the total cumulative Gross Sales for a particular Lease Year exceeds
$1,782,500.00; and, further, that the Percentage Rent shall increase to
12.5%on Gross Sales once the total cumulative Gross Sales amount for a
particular Lease Year exceeds $2,000,000.00. Minimum Rent shall
escalate by 3%on January 1st of each Lease Year.
(c) For the First Renewal Option term (January 1, 2026 — December
31, 2030), Tenant shall pay rent equal to the GREATER of (i) Minimum
Rent of$45.00 PSF or(ii) Percentage Rent equal to 11% of Gross Sales
for each month;provided, however,that Percentage Rent shall increase to
12.5% of Gross Sales for each month once the total cumulative Gross
Sales for a particular Lease Year exceeds $3,116,818.18. Minimum Rent
during the First Renewal Option term shall escalate annually on January
1st commencing on January 1, 2027 by 3%.
3
Page 1405 of 1445
(d) For the Second Renewal Option term(January 1,2031 —December
31, 2035), Minimum Rent shall be adjusted based upon the Fair Market
Rents in effect but not lower than the Minimum Rent payment for the last
Lease Year of the Fist Renewal Option term. Rent for the Secorid
Renewal Option term shall be equal to the GREATER of (i) the new
Minimum Rent or (ii) Percentage Rent equal to 11% of Gross Sales for
each month; provided, however, that Percentage Rent increases to 12.5%
of Gross Sales for each month once the total cumulative Gross Sales for a
particular Lease Year exceeds the amount determined by adding
$500,000.00 to the natural breakpoint(as defined below). Minimum Rent
during the Second Renewal Option term shall escalate annually on January
1st commencing on January 1, 2032 by 3%. The"natural breakpoint"shall
be determined for purposes of this subparagraph by dividing the annualized
Minimum Rent during the first Lease Year of the Second Renewal Option
term into 11%.
(e) Minimum Rent payments pursuant to this Section 2.3.1 shall be
paid in advance on the 1st of each month and Monthly.Percentage Rent
payments pursuant to this Section 2.3.1 shall be due in respect of each
such month by the 15th day of the following month and shall include a
monthly report of Gross Sales receipts, along with any a State of Florida
Sales Tax Return and any additional back-up documents which the City
may request.
(f) The Term "Gross Sales" as used herein shall include all receipts,
whether collected or accrued from the Premises including, without
limitation, receipts from the sale of food, beverage, alcoholic beverages,
merchandise, rental of space, or from any other source whatsoever.
(a) All Minimum Rent and Percentage Rent payments shall include
applicable sales and use tax.
Ih) In addition to the modified rental structure set forth in this
Subsection 2.3.1, Tenant shall be required to pay all additional rent
payments required under the Lease including,without limitation, Operating
Expenses plus applicable sales and use tax.
•
3. RATIFICATION.
Except as amended herein, all other terms and conditions of the Lease shall
remain unchanged and in full force and effect. In the event there is a conflict
between the provisions of this Amendment and the Lease, the provisions of this
Amendment shall govern.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
4
Page 1406 of 1445
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their appropriate officials, as of the date first entered above.
FOR LANDLORD: THE MIAMI BEACH
REDEVELOPMENT AGENCY
ATTEST:
By:
Rafael E. Granado, Secretary Mina T. Hudak, Executive Director
Date
FOR TENANT: CUBICHE 105, LLC
ATTEST:
By:
Witness Manager
Print Name Print Name
Date
5
Page 1407 of 1445
Exhibit"A"
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release("Agreement")dated as of April_,2024("Effective
Date") is entered into by Miami Beach Redevelopment Agency (the "RDA") and Cubiche105,
LLC("Cubiche")(each a"Party"and all,together, the"Parties").
WHEREAS, the Parties entered into a Lease Agreement dated December 28, 2015 for
approximately 7,130 square feet of retail space located at 1555 Washington Avenue, Suites 1-3,
Miami Beach, Florida 33139(the"Lease").
WHEREAS, the City has filed a complaint in the Circuit Court for the Eleventh Judicial
Circuit in and for Miami Dade County, Florida in the case styled Miami Beach Redevelopment
Agency v_ Cubiche 105,LLC,Case No.2023-025452-CA-01 seeking a commercial tenant eviction
and for damages(the"Litigation").
WHEREAS, to avoid the costs and uncertainties of continued litigation, the Parties wish to
enter into an Amendment No. 2 to Lease ("Amendment No. 2"), in the form attached to this
Agreement as Exhibit 1, to be signed contemporaneously with this Agreement and settle the
Litigation and all other claims and disputes between themselves, on the terms and conditions
hereinafter set forth.
NOW,THEREFORE,in consideration of the mutual covenants set forth herein and for other
good and valuable consideration, the adequacy, sufficiency and receipt of which is hereby
acknowledged, the Parties agree and represent as follows.
1. Recitals.The recitals are adopted and incorporated in this Agreement by reference.
2. Representation. This Agreement is entered into voluntarily by the Parties who stipulate
and agree that they are under no duress or undue influence. The Parties represent that in
the execution of this Agreement,they had the opportunity to consult legal counsel of their
own selection with respect to the execution of this Agreement.
•
3. Lease Amendment.The parties agree to simultaneously and contemporaneously herewith
execute Amendment No. 2. Cubiche agrees to make all payments due upon execution of
Amendment No. 2, as provided therein, simultaneously with the execution of this
Agreement and this Agreement shall not become effective unless and until such payments
are made.
4. Mutual Releases.
a. The RDA hereby waives and irrevocably remises, releases, acquits and forever
discharges Cubiche and its affiliates, subsidiaries, agents, and attorneys from any
and all claims, causes of action, demands,rights,damages,costs, losses,expenses,
compensation and obligations which exist or which may hereafter accrue, whether
known or unknown, whether foreseen or unforeseen, whether matured or not
mature,whether discovered or undiscovered,and the consequences thereof,having
resulted, resulting or to result from (i) all matters or disputes which have been or
Page 1410 of 1445
could have been alleged by the RDA in the Litigation and(ii)any and all claims for
attorney's fees (including paralegal fees).and costs in any way related- to the
Litigation.
Cubiche hereby waives and irrevocably remises, releases, acquits and forever
discharges the RDA, and its affiliates, subsidiaries, agents, and attorneys, including
without limitation the City of Miami Beach, from any and all claims,causes of action,
demands,rights,damages,costs,losses,expenses,compensation and obligations which
exist or which may hereafter accrue,whether known or unknown, whether foreseen or
unforeseen, whether matured or not mature, whether discovered or undiscovered, and
the consequences thereof, having resulted, resulting or to result from (i) any liability
arising out of the Lease , including all matters or disputes which have been or could
have been alleged by Cubiche in the Litigation and(ii)any and all claims for attorney's
fees(including paralegal fees)and costs in any way related to the Litigation;
5. Dismissal with Prejudice. Within five(5)business days from the latest to occur of(a)the
date of execution of this-Agreement, (b)the date of execution of the Lease Amendment or
(c)the date Cubiche pays the RDA all amounts to be paid at the time Amendment No.2 is
executed,the Parties will file a joint stipulation of dismissal with prejudice of the Litigation
with each party to bear their own attorneys' fees and costs and with the court in such
proceedings to reserve jurisdiction to enforce the terms of this Agreement.
6. Choke of Law and Venue. The Parties agree that this Agreement will be construed and
enforced in accordance with the laws of the State of Florida. Venue for any proceeding
arising out of this Agreement shall lie exclusively in the Eleventh Judicial Circuit in and
for Miami Dade County, Florida.
7. Prevailing Party Fees and Costs. In any action to enforce, interpret, or seek damages for
violation of this Agreement,the prevailing party shall recover its reasonable attorneys'fees
and costs in connection with such efforts.
8. Waiver. No failure to enforce terms or conditions of this Agreement by any of the Parties
shall constitute a waiver of any right to assert any of the terms and conditions of this
Agreement.
9. Severability of Provisions. If any provision of this Agreement shall be held invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions of
this Agreement shall not be impaired thereby.
10. Construction. Each Party hereto has participated in the negotiation and drafting of this
Agreement, and there shall not be any presumption that the provisions of this Agreement
shall be construed strictly against one or the other Party hereto.
11.No Oral Modification. No term of this Agreement may be modified, amended,
supplemented, or waived in any way except in a writing that is signed by the Parties.
2
Page 1411 of 1445
12.Entire Agreement. This Agreement, together with the Schedules, Exhibits, and releases
referenced in it, constitute the final and complete statement of the agreement of the Parties
on the subject matter hereof. There are no agreements, understandings, or representations
relied on by the parties hereto with respect to the subject matter hereof other than those
included in this Agreement.
13.Intentionally deleted.
14.Binding Nature. This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their respective heirs, personal representatives, successors and assigns,
and any corporation, partnership or other entity into or with which any Party hereto may
merge, consolidate or reorganize.
15. Cooperation. Each Party hereto shall cooperate and take such actions, and execute such
other documents as may reasonably be requested by another Party in order to carry out the
provisions of this Agreement.
16.Authority to Execute. All signatories hereto represent and warrant that they have authority
to execute this Agreement and thereby bind the party that they purport to represent, and
further represent and warrant that this Agreement constitutes a valid, legal and binding
agreement of each Party,and is enforceable against each such party in accordance with its
terms.
17. Counterparts. This Agreement may be executed in multiple counterparts, and may be
executed by facsimile, e-mail or pdf formats, and as so executed shall constitute one and
the same agreement. The execution and delivery of this Agreement by either facsimile or
electronic mail in PDF format shall be binding on the Party who so executes and on whose
behalf the document is transmitted.
18. Captions.The captions and headings contained in this Agreement are for convenience and
reference only, and shall not be deemed to be construed as limiting or modifying in any
manner the provisions of this Agreement.
19.Electronic Signature. The Parties hereby consent and agree that they may execute this
Agreement and the documents contemplated to be executed in connection herewith by
electronic signature, unless otherwise provided by law.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year indicated below each of their respective signatures.
[SIGNATURE PAGES FOLLOW]
3
Page 1412 of 1445
[SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND RELEASE]
MIAMI BEACH REDEVLEOPMENT AGENCY
Alina T. Hudak, City Manager
Executive Director of the MBRA •
Dated:
APPROVED AS TO
FORM& LANGUAGE
ATTEST: & FOR EXECUTION
3 --zc�z4
Redevelopment Agency Date
General Counsel Nti.
Rafael E. Granado, Secretary
CUBICHE 105, LLC
By:
Name:
Title: •
Dated:
4
Page 1413 of 1445
Exhibit"B"
AMENDMENT NO. 2 TO LEASE
BETWEEN
THE MIAMI BEACH REDEVELOPMENT AGENCY
• AND
CUBICHE 105, LLC
This Amendment No. 2 (Amendment) to the Lease, dated December 28, 2015
(Agreement), as amended by Amendment No. 1, dated December 30, 2021 (collectively,
the "Lease"), by and between the Miami Beach Redevelopment Agency (RDA), a Public
Body Corporate and Politic and existing under the laws of the State of Florida, having its
principal place of business at 1700 Convention Center Drive, Miami Beach, Florida 33139
(Landlord), and Cubiche 105, LLC, a Florida limited liability company, having its principal
place of business at 1555 Washington Avenue, Miami Beach, Fl 33139 (Tenant), each
referred to herein as a "party' and collectively the"parties", is entered into this day
of , 2024(the"Amendment No. 2 Effective Date").
RECITALS
WHEREAS, on December 28, 2015, pursuant to Resolution Number 614-2015, the
RDA(Landlord)and Tenant entered into a Lease for the operation of a restaurant at 1555
Washington Avenue(Premises); and
WHEREAS, the Initial Lease Term is for nine (9)years and 364 days, commencing
on January 15, 2016 (although there is a scriveners error in Section 14 of the Lease
summary, which reflects that the Lease commences on January 15, 2015), and expiring
on January 13, 2026 with two(2)five (5)year renewal options; and
WHEREAS,without prejudice to either party,and Tenant being responsible for any
late fees which Tenant would otherwise incur as a result of this modification, the parties
wish to(1)correct/modify the term of the Lease to commence on January 2,2016, instead
of January 15, 2016, and expire on December 31,2025, instead of January 13, 2026; and
(2) modify the definition of"Lease Year" to commence on January 1s of each year and
expire on the 31st of December of each year; and
WHEREAS, pursuant to Resolution No. 2021-31702, the Tenant qualified for a
• Minimum Rent abatement for the period of October 2020 through December 2020; and
WHEREAS,on October 13, 2021,the Chairman and Members of the Miami Beach
Redevelopment Agency adopted Resolution No. 661-2021, approving Amendment No.1
to the Lease, granting Tenant the following rent relief:
(1) the complete abatement of Minimum Rent from January 1, 2021 to February
28, 2021 in the amount of$74,898.76. ("Abatement Period");
(2) the abatement of Minimum Rent for the period from March 1, 2021 to March
31, 2022, in the amount of $495,830.45, and the replacement of Minimum Rent with
Percentage Rent equal to 10%of Gross Sales for the same period of time ("Partial Rent
Abatement Period");
(3) during the Abatement Period and Partial Rent Abatement Period, Tenant
continued to be obligated to pay the Operating Expenses, as more particularly described
in Section 2.4 of the Lease; and
t
Page 1414 of 1445
(4) at the end of the Partial Rent Abatement Period, the rental terms under the
Lease would return to the their then current rent obligations for year six (6) at $69.56 per
square foot in order to provide Tenant time to ramp up its operations; and
WHEREAS, the City has filed a complaint in the Circuit Court for the Eleventh
Judicial Circuit in and for Miami-Dade County, Florida, in the case styled Miami Beach
Redevelopment Agency v. Cubiche 105, LLC, Case No. 2023-025452-CA-01(the
"Litigation"), seeking a commercial tenant eviction and for damages due Landlord under
the Lease, in the amount of$ , as of the inception of the Litigation; and
WHEREAS, on , the Chairman and Members of the Miami Beach
Redevelopment Agency adopted Resolution No. , approving a Settlement
Agreement of the pending Litigation, and correspondingly approving Amendment No. 2 to
the Lease to incorporate the modification of the financial terms of the Lease agreed upon
by the parties in the Settlement Agreement; said Amendment, in material part, modifying
the Minimum Rent payments due under the Lease during the remainder of the Initial Lease
Term and the two(2) Renewal Options(collectively,the"Partial Rent Abatement Period"),
as more particularly set forth herein.
NOW THEREFORE, in consideration of the mutual promises and conditions
contained herein, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the Landlord and Tenant hereby agree to amend the Lease as
follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated herein as part of this
Amendment. Unless otherwise defined herein, defined terms (as indicated by an
initial capital letter)shall have the meaning ascribed to them in the Lease.
2. MODIFICATIONS.
The Agreement is hereby amended (deleted items struck through and inserted
items underlined) as follows:
A. Effective as of June 1, 2022, Section 14(Term of Lease(Section 1.1)of the Lease
Summary is hereby deleted in its entirety and replaced with the following:
14. Term of Lease(Section 1.1):
The Initial Lease Term shall commence on January 2, 2016 ("Commencement
Date"). and shall end nine (9)years and three hundred and sixty four(364) days
following the Commencement Date, through December 31, 2025 ("Lease
Expiration Date"). The Minimum Rent payments due from Jun 1, 2022 through
January 31, 2024 are hereby replaced with the modified rental payment structure
set forth in Section 2.3.1(a) and the Minimum Rent payments due from February
1, 2024 through December 31, 2025 are hereby replaced with the modified rental
payment structure set forth in Section 2.3.1(b)
"Rent Commencement Date": August 15, 2016.
"Renewal Options": Following the Lease Expiration Date of the Initial Lease Term,
and subject to the following terms and conditions, Tenant may exercise the
following two(2) Renewal Options:
2
Page 1415 of 1445
"First Renewal Option": The First Renewal Option, shall have a term of five (5)
Lease Years, commencing on January 1, 2026 and expiring on December 31
2030;-and-shall be atthe mutual option of the Tenant and_Landlord,to be exercised
not later than September 15, 2025, provided, if Tenant has not had any default
between the Amendment No. 2 Commencement Date and December 31, 2025,
the City will consent to Tenant's exercise of the First Renewal Option. The
Minimum Rent payments due during the First Renewal Option term is hereby
replaced with the modified rental payment structure set forth in Section 2.3.1(c).
"Second Renewal Option": The Second Renewal Option, shall have a term of five
years, commencing on January 1, 2031 and expiring on December 31, 2035.
Provided Tenant has not had any payment default or any other default that was
not cured within the applicable cure period during the First Renewal Option period,
Tenant,at Tenant's sole option, may exercise the Second Renewal Option no later
than September 15, 2030. The Minimum Rent payments due during the Second
Renewal Option term are hereby replaced with the modified rental payment
structure set forth in Section 2.3.1(d).
B. Minimum Rent payments made by Tenant for April and May 2022 are hereby
accepted by the parties as correct amounts and no portion of those payments shall be
credited toward future payments due and owing under the Lease.
C. Effective June 1, 2022, the following shall be inserted as a new Section 2.3.1 of
the Lease.
2.3.1 Minimum Rent and Percentage Rent From and After June 1, 2022. •
(a) From June 1, 2022 through January 31, 2024, Tenant shall pay
Percentage Rent equal to ten percent (10%) of Gross Sales for each
month.
(b) From February 1, 2024 through December 31, 2025, Tenant shall
pay rent equal to the GREATER of(i) Minimum Rent of$25.00 PSF or(ii)
Percentage Rent equal to 10% of Gross Sales for each month; provided,
however,that Percentage Rent shall increase to 11%of Gross Sales once
the total cumulative Gross Sales for a particular Lease Year exceeds
$1,782,500.00; and, further, that the Percentage Rent shall increase to
12.5%on Gross Sales once the total cumulative Gross Sales amount for a
particular Lease Year exceeds $2,000,000.00. Minimum Rent shall
escalate by 3% on January 1st of each Lease Year.
(c) For the First Renewal Option term (January 1, 2026 — December
31, 2030), Tenant shall pay rent equal to the GREATER of (i) Minimum
Rent of$45.00 PSF or(ii) Percentage Rent equal to 11% of Gross Sales
for each month;provided, however,that Percentage Rent shall increase to
12.5% of Gross Sales for each month once the total cumulative Gross
Sales for a particular Lease Year exceeds $3,116,818.18. Minimum Rent
during the First Renewal Option term shall escalate annually on January
1st commencing on January 1, 2027 by 3%.
3
Page 1416 of 1445
(d) For the Second Renewal Option term(January 1,2031 —December
31, 2035), Minimum Rent shall be adjusted based upon the Fair Market
Rents in effect but not lower than the Minimum Rent payment for the last
- Lease Year of-the First Renewal Option term. Rent for the Second
Renewal Option term shall be equal to the GREATER of (i) the new
Minimum Rent or (ii) Percentage Rent equal to 11% of Gross Sales for
each month; provided, however,that Percentage Rent increases to 12.5%
of Gross Sales for each month once the total cumulative Gross Sales for a
particular Lease Year exceeds the amount determined by adding
$500,000.00 to the natural breakpoint (as defined below). Minimum Rent
during the Second Renewal Option term shall escalate annually on January
1st commencing on January 1, 2032 by 3%. The"natural breakpoint"shall
be determined for purposes of this subparagraph by dividing the annualized
Minimum Rent during the first Lease Year of the Second Renewal Option
term into 11%.
(e) Minimum Rent payments pursuant to this Section 2.3.1 shall be
paid in advance on the 1st of each month and Monthly Percentage Rent
payments pursuant to this Section 2.3.1 shall be due in respect of each
such month by the 15th day of the following month and shall include a
monthly report of Gross Sales receipts, along with any a State of Florida
Sales Tax Return and any additional back-up documents which the City
may request.
(f) The Term "Gross Sales" as used herein shall include all receipts,
whether collected or accrued from the Premises including, without
limitation, receipts from the sale of food, beverage, alcoholic beverages,
merchandise, rental of space,or from any other source whatsoever.
(q) All Minimum Rent and Percentage Rent payments shall include
applicable sales and use tax.
(h) In addition to the modified rental structure set forth in this
Subsection 2.3.1, Tenant shall be required to pay all additional rent
payments required under the Lease including,without limitation, Operating
• Expenses plus applicable sales and use tax.
3. RATIFICATION.
Except as amended herein, all other terms and conditions of the Lease shall
remain unchanged and in full force and effect. In the event there is a conflict
between the provisions of this Amendment and the Lease, the provisions of this
Amendment shall govern.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
4
Page 1417 of 1445
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their appropriate officials, as of the date first entered above.
FOR LANDLORD: - THE MIAMI BEACH
REDEVELOPMENT AGENCY
ATTEST:
By:
Rafael E. Granado, Secretary Alina T. Hudak, Executive Director
Date
FOR TENANT: CUBICHE 105, LLC
ATTEST:
•
By:
Witness Manager
Print Name Print Name
Date
APPROVED AS TO
FORM& LANGUAGE
& FOR EXECUTION
Redevelopment Agency Date
Genera:Counsel V L
5
Page 1418 of 1445
Exhibit"A"
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release("Agreement")dated as of April ,2024("Effective
Date")-is entered into-by Miami Beach-Redevelopment Agency (the "RDA") and CubicheI05,
LLC ("Cubiche") (each a"Party"and all, together, the"Parties").
WHEREAS, the Parties entered into a Lease Agreement dated December 28, 2015 for
approximately 7,130 square feet of retail space located at 1555 Washington Avenue, Suites 1-3,
Miami Beach, Florida 33139 (the"Lease").
WHEREAS, the City has filed a complaint in the Circuit Court for the Eleventh Judicial
Circuit in and for Miami Dade County, Florida in the case styled Miami Beach Redevelopment
Agency v. Cubiche 105,LLC,Case No.2023-025452-CA-0l seeking a commercial tenant eviction
and for damages (the "Litigation").
WHEREAS, to avoid the costs and uncertainties of continued litigation, the Parties wish to
enter into an Amendment No. 2 to Lease ("Amendment No. 2"), in the form attached to this
Agreement as Exhibit 1, to be signed contemporaneously with this Agreement and settle the
Litigation and all other claims and disputes between themselves, on the terms and conditions
hereinafter set forth.
NOW,THEREFORE, in consideration of the mutual covenants set forth herein and for other
good and valuable consideration, the adequacy, sufficiency and receipt of which is hereby
acknowledged, the Parties agree and represent as follows.
1. Recitals. The recitals are adopted and incorporated in this Agreement by reference.
2. Representation. This Agreement is entered into voluntarily by the Parties who stipulate
and agree that they are under no duress or undue influence. The Parties represent that in
the execution of this Agreement, they had the opportunity to consult legal counsel of their
own selection with respect to the execution of this Agreement.
3. Lease Amendment. The parties agree to simultaneously and contemporaneously herewith
execute Amendment No. 2. Cubiche agrees to make all payments due upon execution of
Amendment No. 2, as provided therein, simultaneously with the execution of this
Agreement and this Agreement shall not become effective unless and until such payments
are made.
4. Mutual Releases.
a. The RDA hereby waives and irrevocably remises, releases, acquits and forever
discharges Cubiche and its affiliates, subsidiaries, agents, and attorneys from any
and all claims, causes of action, demands, rights, damages, costs, losses, expenses,
compensation and obligations which exist or which may hereafter accrue, whether
known or unknown, whether foreseen or unforeseen, whether matured or not
mature,whether discovered or undiscovered,and the consequences thereof, having
resulted, resulting or to result from (i) all matters or disputes which have been or
Page 1419 of 1445
could have been alleged by the RDA in the Litigation and(ii)any and all claims for
attorney's fees (including paralegal fees) and costs in any way related to the
Litigation.
Cubiche hereby waives and irrevocably remises, releases, acquits and forever
discharges the RDA, and its affiliates, subsidiaries, agents, and attorneys, including
without limitation the City of Miami Beach, from any and all claims, causes of action,
demands,rights,damages,costs,losses,expenses,compensation and obligations which
exist or which may hereafter accrue, whether known or unknown, whether foreseen or
unforeseen, whether matured or not mature, whether discovered or undiscovered, and
the consequences thereof, having resulted, resulting or to result from (i) any liability
arising out of the Lease , including all matters or disputes which have been or could
have been alleged by Cubiche in the Litigation and(ii)any and all claims for attorney's
fees (including paralegal fees) and costs in any way related to the Litigation;
5. Dismissal with Prejudice. Within five (5) business days from the latest to occur of(a) the
date of execution of this Agreement, (b) the date of execution of the Lease Amendment or
(c)the date Cubiche pays the RDA all amounts to be paid at the time Amendment No. 2 is
executed,the Parties will file a joint stipulation of dismissal with prejudice of the Litigation
with each party to bear their own attorneys' fees and costs and with the court in such
proceedings to reserve jurisdiction to enforce the terms of this Agreement.
6. Choice of Law and Venue. The Parties agree that this Agreement will be construed and
enforced in accordance with the laws of the State of Florida. Venue for any proceeding
arising out of this Agreement shall lie exclusively in the Eleventh Judicial Circuit in and
for Miami Dade County, Florida.
7. Prevailing Party Fees and Costs. In any action to enforce, interpret, or seek damages for
violation of this Agreement,the prevailing party shall recover its reasonable attorneys'fees
and costs in connection with such efforts.
8. Waiver. No failure to enforce terms or conditions of this Agreement by any of the Parties
shall constitute a waiver of any right to assert any of the terms and conditions of this
Agreement.
9. Severability of Provisions. If any provision of this Agreement shall be held invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions of
this Agreement shall not be impaired thereby.
10. Construction. Each Party hereto has participated in the negotiation and drafting of this
Agreement, and there shall not be any presumption that the provisions of this Agreement
shall be construed strictly against one or the other Party hereto.
11. No Oral Modification. No term of this Agreement may be modified, amended,
supplemented, or waived in any way except in a writing that is signed by the Parties.
2
Page 1420 of 1445
12.Entire Agreement This Agreement, together with the Schedules, Exhibits, and releases
referenced in it, constitute the final-and cornplete statement of the agreement of the Parties
on the subject matter hereof. There are no agreements, understandings, or representations
relied on by the parties hereto with respect to the subject matter hereof other than those
included in this Agreement.
13.Intentionally deletet
14.Binding Nature. This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their respective heirs, personal representatives, successors and assigns,
and any corporation, partnership or other entity into or with which any Party hereto may
merge, consolidate or reorganize.
15. Cooperation. Each Party hereto shall cooperate and take such actions, and execute such
other documents as may reasonably be requested by another Party in order to carry out the
provisions of this Agreement.
16.Authority to Execute. All signatories hereto represent and warrant that they have authority
to execute this Agreement and thereby bind the party that they purport to represent, and
further represent and warrant that this Agreement constitutes a valid, legal and binding
agreement of each Party, and is enforceable against each such party in accordance with its
terms.
17. Counterparts. This Agreement may be executed in multiple counterparts, and may be
executed by facsimile, e-mail or pdf formats, and as so executed shall constitute one and
the same agreement. The execution and delivery of this Agreement by either facsimile or
electronic mail in PDF format shall be binding on the Party who so executes and on whose
behalf the document is transmitted.
18. Captions. The captions and headings contained in this Agreement are for convenience and
reference only, and shall not be deemed to be construed as limiting or modifying in any
manner the provisions of this Agreement.
19.Electronic Signature. The Parties hereby consent and agree that they may execute this
Agreement and the documents contemplated to be executed in connection herewith by
electronic signature, unless otherwise provided by law.
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the day and
year indicated below each of their respective signatures.
[SIGNATURE PAGES FOLLOW]
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Page 1421 of 1445
[SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND RELEASE]
MIAMI BEACH REDEVLEOPMENT
AGENCY
By:
Name:
Title:
Dated:
CUBICHE 105, LLC
By:
Name:
Title:
Dated:
4
Page 1422 of 1445
Exhibit"B"
AMENDMENT NO. 2 TO LEASE
BETWEEN
THE MIAMI BEACH REDEVELOPMENT AGENCY
AND
CUBICHE 105, LLC
This Amendment No. 2 (Amendment) to the Lease, dated December 28, 2015
(Agreement), as amended by Amendment No. 1, dated December 30, 2021 (collectively,
the "Lease"), by and between the Miami Beach Redevelopment Agency (RDA), a Public
Body Corporate and Politic and existing under the laws of the State of Florida, having its
principal place of business at 1700 Convention Center Drive, Miami Beach, Florida 33139
(Landlord), and Cubiche 105, LLC, a Florida limited liability company, having its principal
place of business at 1555 Washington Avenue, Miami Beach, Fl 33139 (Tenant), each
referred to herein as a "party" and collectively the "parties", is entered into this day
of , 2024 (the "Amendment No. 2 Effective Date").
RECITALS
WHEREAS, on December 28, 2015, pursuant to Resolution Number 614-2015, the
RDA(Landlord)and Tenant entered into a Lease for the operation of a restaurant at 1555
Washington Avenue (Premises); and
WHEREAS, the Initial Lease Term is for nine (9) years and 364 days, commencing
on January 15, 2016 (although there is a scriveners error in Section 14 of the Lease
summary, which reflects that the Lease commences on January 15, 2015), and expiring
on January 13, 2026 with two (2)five (5)year renewal options; and
WHEREAS,without prejudice to either party,and Tenant being responsible for any
late fees which Tenant would otherwise incur as a result of this modification, the parties
wish to (1) correct/modify the term of the Lease to commence on January 2, 2016, instead
of January 15, 2016, and expire on December 31, 2025, instead of January 13, 2026; and
(2) modify the definition of"Lease Year" to commence on January 1st of each year and
expire on the 31st of December of each year; and
WHEREAS, pursuant to Resolution No. 2021-31702, the Tenant qualified for a
Minimum Rent abatement for the period of October 2020 through December 2020; and
WHEREAS, on October 13, 2021,the Chairman and Members of the Miami Beach
Redevelopment Agency adopted Resolution No. 661-2021, approving Amendment No.1
to the Lease, granting Tenant the following rent relief:
(1) the complete abatement of Minimum Rent from January 1, 2021 to February
28, 2021 in the amount of$74,898.76. ("Abatement Period");
(2) the abatement of Minimum Rent for the period from March 1, 2021 to March
31, 2022, in the amount of $495,830.45, and the replacement of Minimum Rent with
Percentage Rent equal to 10% of Gross Sales for the same period of time ("Partial Rent
Abatement Period");
(3) during the Abatement Period and Partial Rent Abatement Period, Tenant
continued to be obligated to pay the Operating Expenses, as more particularly described
in Section 2.4 of the Lease; and
Page 1423 of 1445
(4) at the end of the Partial Rent Abatement Period, the rental terms under the
Lease would return to the their then current rent obligations for year six (6) at$69.56 per
square foot in order to provide Tenant time to ramp up its operations; and
WHEREAS-; the-City has filed a complaint in the-Circuit Court for the Eleventh
Judicial Circuit in and for Miami-Dade County, Florida, in the case styled Miami Beach
Redevelopment Agency v. Cubiche 105, LLC, Case No. 2023-025452-CA-01(the
"Litigation"), seeking a commercial tenant eviction and for damages due Landlord under
the Lease, in the amount of$ , as of the inception of the Litigation; and
WHEREAS, on , the Chairman and Members of the Miami Beach
Redevelopment Agency adopted Resolution No. , approving a Settlement
Agreement of the pending Litigation, and correspondingly approving Amendment No. 2 to
the Lease to incorporate the modification of the financial terms of the Lease agreed upon
by the parties in the Settlement Agreement; said Amendment, in material part, modifying
the Minimum Rent payments due under the Lease during the remainder of the Initial Lease
Term and the two (2) Renewal Options (collectively, the"Partial Rent Abatement Period"),
as more particularly set forth herein.
NOW THEREFORE, in consideration of the mutual promises and conditions
contained herein, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the Landlord and Tenant hereby agree to amend the Lease as
follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated herein as part of this
Amendment. Unless otherwise defined herein, defined terms (as indicated by an
initial capital letter)shall have the meaning ascribed to them in the Lease.
2. MODIFICATIONS.
The Agreement is hereby amended (deleted items and inserted
items underlined) as follows:
A. Effective as of June 1, 2022, Section 14 (Term of Lease (Section 1.1)of the Lease
Summary is hereby deleted in its entirety and replaced with the following:
14. Term of Lease (Section 1.1):
The Initial Lease Term shall commence on January 2, 2016 ("Commencement
Date"), and shall end nine (9) years and three hundred and sixty four (364) days
following the Commencement Date, through December 31, 2025 ("Lease
Expiration Date"). The Minimum Rent payments due from Jun 1, 2022 through
January 31, 2024 are hereby replaced with the modified rental payment structure
set forth in Section 2.3.1(a) and the Minimum Rent payments due from February
1, 2024 through December 31, 2025 are hereby replaced with the modified rental
payment structure set forth in Section 2.3.1(b)
"Rent Commencement Date": August 15, 2016.
"Renewal Options": Following the Lease Expiration Date of the Initial Lease Term,
and subiect to the following terms and conditions, Tenant may exercise the
following two (2) Renewal Options:
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Page 1424 of 1445
"First Renewal Option": The First Renewal Option, shall have a term of five (5)
Lease Years, commencing on January 1, 2026 and expiring on December 31,
2030,and shall be at the mutual option of the Tenant and Landlord,to be exercised
not later than-September 15, 2025;-provided; if Tenant has not had any default
between the Amendment No. 2 Commencement Date and December 31, 2025,
the City will consent to Tenant's exercise of the First Renewal Option. The
Minimum Rent payments due during the First Renewal Option term is hereby
replaced with the modified rental payment structure set forth in Section 2.3.1(c).
"Second Renewal Option": The Second Renewal Option, shall have a term of five
years, commencing on January 1, 2031 and expiring on December 31, 2035.
Provided Tenant has not had any payment default or any other default that was
not cured within the applicable cure period during the First Renewal Option period,
Tenant, at Tenant's sole option, may exercise the Second Renewal Option no later
than September 15, 2030. The Minimum Rent payments due during the Second
Renewal Option term are hereby replaced with the modified rental payment
structure set forth in Section 2.3.1(d).
B. Minimum Rent payments made by Tenant for April and May 2022 are hereby
accepted by the parties as correct amounts and no portion of those payments shall be
credited toward future payments due and owing under the Lease.
C. Effective June 1, 2022, the following shall be inserted as a new Section 2.3.1 of
the Lease.
2.3.1 Minimum Rent and Percentage Rent From and After June 1, 2022.
(a) From June 1, 2022 through January 31, 2024, Tenant shall pay
Percentage Rent equal to ten percent (10%) of Gross Sales for each
month.
(b) From February 1, 2024 through December 31, 2025, Tenant shall
pay rent equal to the GREATER of(i) Minimum Rent of$25.00 PSF or(ii)
Percentage Rent equal to 10% of Gross Sales for each month; provided,
however, that Percentage Rent shall increase to 11% of Gross Sales once
the total cumulative Gross Sales for a particular Lease Year exceeds
$1,782,500.00; and, further, that the Percentage Rent shall increase to
12.5% on Gross Sales once the total cumulative Gross Sales amount for a
particular Lease Year exceeds $2,000,000.00. Minimum Rent shall
escalate by 3% on January 1st of each Lease Year.
(c) For the First Renewal Option term (January 1, 2026 — December
31, 2030), Tenant shall pay rent equal to the GREATER of (i) Minimum
Rent of$45.00 PSF or (ii) Percentage Rent equal to 11% of Gross Sales
for each month; provided, however,that Percentage Rent shall increase to
12.5% of Gross Sales for each month once the total cumulative Gross
Sales for a particular Lease Year exceeds $3,116,818.18. Minimum Rent
during the First Renewal Option term shall escalate annually on January
1st commencing on January 1, 2027 by 3%.
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Page 1425 of 1445
(d) For the Second Renewal Option term(January 1,2031 —December
31, 2035), Minimum Rent shall be adjusted based upon the Fair Market
•
Rents in effect but not lower than the Minimum Rent payment for the last
Lease Year of the First Renewal Option term. Rent for the Second
Renewal- Option-term shall be equal to- the GREATER- of (i) the new
Minimum Rent or (ii) Percentage Rent equal to 11% of Gross Sales for
each month; provided, however, that Percentage Rent increases to 12.5%
of Gross Sales for each month once the total cumulative Gross Sales for a
particular Lease Year exceeds the amount determined by adding
$500,000.00 to the natural breakpoint (as defined below). Minimum Rent
during the Second Renewal Option term shall escalate annually on January
1st commencing on January 1, 2032 by 3%. The"natural breakpoint" shall
be determined for purposes of this subparagraph by dividing the annualized
Minimum Rent during the first Lease Year of the Second Renewal Option
term into 11%.
(e) Minimum Rent payments pursuant to this Section 2.3.1 shall be
paid in advance on the 1st of each month and Monthly Percentage Rent
payments pursuant to this Section 2.3.1 shall be due in respect of each
such month by the 15th day of the following month and shall include a
monthly report of Gross Sales receipts, along with any a State of Florida
Sales Tax Return and any additional back-up documents which the City
may request.
(f) The Term "Gross Sales" as used herein shall include all receipts,
whether collected or accrued from the Premises including, without
limitation, receipts from the sale of food, beverage, alcoholic beverages,
merchandise, rental of space, or from any other source whatsoever.
(q) All Minimum Rent and Percentage Rent payments shall include
applicable sales and use tax.
(h) In addition to the modified rental structure set forth in this
Subsection 2.3.1, Tenant shall be required to pay all additional rent
payments required under the Lease including, without limitation, Operating
Expenses plus applicable sales and use tax.
3. RATIFICATION.
Except as amended herein, all other terms and conditions of the Lease shall
remain unchanged and in full force and effect. In the event there is a conflict
between the provisions of this Amendment and the Lease, the provisions of this
Amendment shall govern.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
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Page 1426 of 1445
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their appropriate officials, as of the date first entered above.
FOR LANDLORD: THE MIAMI BEACH
REDEVELOPMENT AGENCY
ATTEST:
By:
Rafael E. Granado, Secretary Alina T. Hudak, Executive Director
Date
FOR TENANT: CUBICHE 105, LLC
ATTEST:
By:
Witness Manager
Print Name Print Name
Date
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Page 1427 of 1445