Amendment 2 to Lease Agreement with Penn 17 LLC AMENDMENT NO. 2 TO THE RETAIL LEASE AGREEMENT BETWEEN THE
CITY OF MIAMI BEACH, THE MIAMI BEACH REDEVELOPMENT AGENCY
AND PENN 17, LLC. DATED SEPTEMBER 16, 2011, INVOLVING THE LEASE
OF APPROXIMATELY 7,655 SQUARE FEET OF GROUND FLOOR RETAIL
SPACE AT THE PENNSYLVANIA AVENUE GARAGE, 1661 PENNSYLVANIA
AVENUE, MIAMI BEACH, FLORIDA
? Th' endment No. 2 (this "Amendment "), is made and executed as of this � day of
/ 2013 (the "Effective Date "), by and between the CITY OF MIAMI BEACH,
FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida
(the "City "), the MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate and
politic (the "RDA"), hereinafter referred to collectively as (the "Landlord "), and PENN 17, LLC., a
Florida corporation, whose principal place of business is located 1661 Pennsylvania Avenue,
Suite 6, Miami Beach, Florida 33139 (the "Tenant "):
RECITALS:
WHEREAS, on April 13, 2011, the Mayor and City Commission adopted Resolution No.
2011 - 27647, approving a Lease Agreement (the "Lease "), between the City, the RDA and Penn
17 LLC. (Lessee), having a term of nine (9) years and 364 days, for use of approximately 7,807
square feet of ground level retail space at the Pennsylvania Avenue Garage, 1661 Pennsylvania
Avenue, Miami Beach, Florida, for a restaurant (primary use), with ancillary uses for a bakery, a
bar /caf6, and a book and gift shop (the "Premises"); and
WHEREAS, on February 8, 2012, the Mayor and City Commission adopted Resolution
No. 2012 - 27894 approving a First Amendment to the Lease correcting the gross rentable retail
space from 7,807 square feet to 7,655 square feet as well as providing for a corresponding
reduction in annual rent from $585,525 to $574,125 and the cost of Common Area Maintenance
(CAM) from $100,370 per year to $98,850 per year; and
WHEREAS, in consideration of certain unforeseen delays and expenses encountered In
the permitting of the Tenant's improvements, the City Administration recommends that Tenant
be granted an abatement of one month's rent, together with a deferral of an additional two
months' rent, to be paid by Tenant in lump sum or in thirty six (36) equal monthly installments,
together with the Tenant's regular payments of rent, taxes and Common Area Maintenance
(CAM), commencing on the first day of the third year of the Lease Term and ending on the last
day of the fifth year of the Lease Term; and
WHEREAS, the Tenant's Lease currently provides for use of an area located beneath
the garage ramp, comprising approximately 2,230 square feet of unfinished space, (the
"Additional Area "); and
WHEREAS, as part of the Tenant's build out of the Additional Area, the Tenant has
asked to incorporate an existing storage room, comprising approximately 284 square feet
located adjacent to the Additional Area, which is currently used to store the facility's flood barrier
panels; and
WHEREAS, in exchange for granting Tenant the use of the storage room (as part of the
Additional Area), the Tenant has agreed to construct, at its sole cost and expense, a new
replacement enclosure for the storage of the aforestated flood panels, subject and pursuant to
the satisfaction and approval of the Landlord; and
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Amendment No. 2
Penn 17,LLC Lease Retail Lease
WHEREAS, increasing the size of the Additional Area will also result in a corresponding
increase in Tenant's Common Area Maintenance Costs (CAM) from $98,850 per year to
$101,690 annually.
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, Landlord and Tenant hereby agree as follows:
1. The above Recitals are true and correct and incorporated herein by reference.
2. Section 8 of the Lease Summary, entitled"Gross Rentable Area of Premises/
Retail Space" is amended as follows:
Approximately 7,655 rentable square feet(in Suite G, as also shown in Exhibit"B"), plus
2,239 2,514 square feet for Additional Area(Exhibit"13-11").
3. The schedule In Section 18 of the Lease Summary, entitled "Cost Pass-
Throughs"is amended as follows:
Common Area Maintenance (CAM) Monthly/Annual
Lease Year Cost per Square Foot Payment
1 $10.00 ,
$8,474/mo-$101,690/yr
2-10 See Note(*) See Note(*)
Note (*) Beginning on the.second anniversary of the Lease Commencement Date, and
at the beginning of each succeeding year thereafter during the Term of the Lease, the
CAM rate shall be adjusted to reflect the actual pro-rata share of Property Taxes and
Insurance costs incurred by the Landlord during the previous calendar year.
4. Section 2.8 of the Lease, entitled "Landlord's Lien"shall become Section 2.10
5. A new Section 2.8, entitled"Rent Abatement"shall be added and
incorporated into the Lease and shall state as follows:
2.8 Rent Credit- Commencing retroactively on June 1, 2012, Tenant shall be entitled to
a one (1) month's abatement of Minimum Rent (of the June 2012 rent), in the amount of
,$47,844 plus applicable state sales tax.
6. A new Section 2.9, entitled "Rent Deferral"shall be added and
incorporated into the Lease and shall state as follows:
2.9 Rent Deferral- Commencing on July 1, 2012, Tenant shall be entitled to a deferral of
two (2) months' Minimum Rent (of the July and August 2012 rent), in the amount of $95,688
plus applicable state sales tax. Said deferred rent shall be paid by Tenant, in a lump sum or in
thirty six (36) equal monthly installments of $2,658 each, together with (and in addition to
Tenant's -ongoing- regular payment of rent, taxes and Common Area Maintenance (CAM),
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Amendment No. 2
Penn 17,LLC Lease Retail Lease '
commencing (if paid in installments), on the first day of the third year of the Lease Term and,
ending on the last day of.the fifth near of the Lease Term.
7. The last sentence in Section 3.11 of the Lease, entitled"Additional Area(Storage
Space)", shall be amended as follows:
In consideration of this, the Tenant shall be permitted to use 2,23A 2,514 square feet,
and shall allow the balance to be used by the Landlord, at no charge to the Landlord.
8. Section 3.13, entitled "Tenant's Parking", shall become Section 3.14
9. A new Section 3.13, entitled"Flood Panel Storage"shall,be added and
incorporated into the Lease and shall state as follows:
3.13 Flood Panel Storage -Tenant at its sole cost and expense, shall cause the
construction and installation of a replacement storage enclosure for the flood panels to be
located in the area identified in Exhibit B-1 of the Lease. The plans for the storage enclosure
shall be subject to the Landlord's, City Manager's(or his/her designee)review and approval.
10. Exhibit B-1 entitled "Site Plan and Location of Additional Area (Storage Space)"
shall be replaced with a revised Exhibit B-1, as attached hereto.
11. Except as amended herein, all other terms and conditions of the Agreement shall
remain unchanged and in full force and effect.
WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto
as of the day and year first above written.
ATTEST: CITY OF MIAYH BEACH,FLORIDA
w
P t Name: (X (/" M or
day of 013.
Print Name:
rint Name: L�1i� �� 4 ity Clerk
day of 2013.
Print Name: L/ / Y
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Amendment No. 2
Penn 17,LLC Lease Retail Lease
ATTEST: ARANH BEACH REDEVELOPMENT AGENCY
Print Name: %G �!�� erson
day of ' 2013.
4P * ame:
04
Pant Name: /' Secret
• day of -x a rs X013.
4Pt Name:
PENN 17, LLC.
ATTEST: By: OBK Pr j LC, Manager of Penn 17, LLC
Witness• By: E nb Alekseychenko
a ager of OBK Project, LLC
9 zla44&11-�
Witness: By: Oleg Elyutin
Manager of OBK Project, LLC
day of , 2013.
APPROVED AS TO
FORM &LANGUAGE
&FOR EXECUTION
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QdyoftkI0WPennsyIvaQAGb Garage Leases\Gigi's\Penn 17 LLC Amendment No.2 for new owners
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