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Lease Agreement with Taste Bakery MB City Hall LLC d/b/a Taste Bakery Cafe
LEASE AGREEMENT THIS LEASE AGREEMENT (the "Lease"), made this day of NCvet(.,,- , 2017, by and between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation, organized and existing under the laws of the State of Florida (hereinafter referred to as the "City" or "Landlord"), and TASTE BAKERY MB CITY HALL LLC d/b/a TASTE BAKERY CAFE, a Florida limited liability company (hereinafter referred to as "Tenant"). 1. Demised Premises. The City owns in fee simple that certain land and the property thereon (the "Building"), located at 1701 Meridian Avenue, Miami Beach, Florida 33139, which Building includes approximately 20,777 square feet of rentable area of office space (the "Office Space"), and approximately 5,690 square feet of rentable area of ground floor retail space (the "Retail Space"). The City, in consideration of the rentals hereinafter reserved to be paid, and of the covenants, conditions and agreements to be kept and performed by the Tenant, hereby leases, lets and demises to Tenant, and Tenant hereby leases and hires from the City, approximately 734 square feet of those certain premises (the "Demised Premises"), which are part of Unit 4 (the "Unit") of the Retail Space, which Unit has approximately 1,269 square feet, as depicted in Exhibit "1A", and more fully described as follows: The easterly 734 square feet of Unit 4, of 1701 Meridian Property Condominium, a Condominium according to the Declaration thereof, as recorded in Official Records Book 25724, at Page 1183, of the Public Records of Miami -Dade County, Florida. a/k/a 773 17th Street, Miami Beach, Florida 33139. The City and Tenant are parties to a concession agreement of even date (the "Concession Agreement"), relating to a concession area depicted in Exhibit "1", having approximately 507 square feet of outdoor space adjacent to and east of the Demised Premises (the "Concession Area"). 1.2. The Concession Area and Demised Premises are more specifically delineated in Exhibit "1", attached hereto and incorporated herein. 2. Term. 2.1. Tenant shall be entitled to have and to hold the Demised Premises for an initial term of three (3) years, commencing on the 1St day of November, 2017 (the "Commencement Date"), and ending on the 31St day of October, 2020. For purposes of this Lease, and including, without limitation, Subsection 2.2 herein, a "contract year" shall be defined as that certain period commencing on the 1st day of November, and ending on the 31St day of October. 1 2.2. Provided Tenant is in good standing and free from default(s) under Section 18 hereof, and upon written notice from Tenant, which notice shall be submitted to the City Manager no earlier than one hundred eighty (180) days, but in any case no later than one hundred twenty (120) days prior to the expiration of the initial term (or prior to the expiration of the first renewal term, as the case may be), this Lease may be extended, at the City Manager's sole discretion, for two (2), one (1) year renewal terms. Any extension, if approved, shall be memorialized in writing and signed by the parties hereto (with the City hereby designating the City Manager as the individual authorized to execute such extensions on its behalf). In the event that the City Manager determines, in his sole discretion, not to extend this Lease (upon expiration of the initial term, or the first renewal term, as the case may be), the City Manager shall notify Tenant of same in writing, which notice shall be provided to Tenant within thirty (30) business days of the City Manager's receipt of Tenant's written notice. 2.3. Termination for Convenience: Notwithstanding anything in this subsection, or any other term or condition in this Lease, the City reserves the right, through its City Manager, to terminate this Lease, without cause and without liability to the City, upon providing Tenant with one hundred ninety (90) days prior written notice. In the event of termination by the City pursuant to this Subsection 2.3, Tenant herein acknowledges and agrees that it shall not have any claim, demand, or cause of action of whatsoever kind or nature, against the City, its agents, servants and employees (including, but not limited to, claims for any start-up costs, interference in business or damages for interruption of services, or interference in its concession operations). In no event shall the City be liable to Tenant for any indirect, incidental, special, lost profits or consequential damages. 2.4. Tenant may take possession of the Demised Premises and Concession Area prior to the Commencement Date upon execution of the Lease by all parties hereto and by providing written Notice to Landlord of Tenant's intent to occupy the Demised Premises. Any additional time provided to Tenant shall be added to the initial contract year. Notwithstanding the foregoing, any and all amounts of Rent, Additional Rent, reimbursements proffered by the Landlord, shall be prorated and shall commence upon the earlier of: 1) the Commencement Date or 2) the day which tenant opens for business. 3. Rent. 3.1. Base Rent: Tenant's payment of Rent, as defined in this Section 3, shall commence on November 1st, 2017 (the "Rent Commencement Date") and, thereafter, on each first day of subsequent months. 2 3.1.1. The Base Rent for the Demised Premises shall be for One Dollar ($1.00) per contract year and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto. 3.2 Additional Rent: In addition to the Base Rent, as set forth in Section 3.1, Tenant shall also pay, as Additional Rent, its Proportionate Share (as defined in Subsection 3.2.1) of Common Area Maintenance (CAM), Property Taxes, and Insurance (each of which shall be individually referenced herein as an "Operating Expense" and collectively as "Operating Expenses"), as provided herein: 3.2.1 Tenant's Proportionate Share: Tenant shall remit, together with the monthly payment of Base Rent, as Additional Rent, a monthly payment equal to 1112th of Tenant's Proportionate Share of the estimated Operating Expenses for the Demised Premises for each contract year ("Tenant's Operating Expense Payment"), as determined by Landlord, in its sole discretion and judgment, based upon the prior contract year's Operating Expenses for the Demised Premises. Tenant agrees and understands that Operating Expenses may increase or decrease, and as such, Tenant's Proportionate Share of Operating Expenses may increase or decrease accordingly. Subsequent to the expiration of a given contract year, Landlord shall provide Tenant with a reconciliation with respect to the actual total Operating Expenses and Tenant's actual Proportionate Share of the Operating Expenses for the subject contract year. As such, If Tenant's Operating Expense Payment for a particular Operating Expense is less than Tenant's actual Proportionate Share (the "Shortage"), Tenant shall remit the Shortage amount upon receipt of a request for payment from the Landlord. If Tenant's Operating Expense Payment for a particular Operating Expense is more than Tenant's actual Proportionate Share (the "Overage"), Landlord, at its option, may reimburse Tenant the Overage amount or apply a credit for the Overage amount toward any payments due from Tenant under the Lease, during the next ensuing contract year. Additionally, Landlord, in its sole discretion, may adjust Tenant's Operating Expense Payment to reflect the prior contract year's Operating Expenses, retroactive to the beginning of the effective contract year. Tenant's Proportionate Share of CAM and Insurance means a fraction, the numerator of which is the square footage of the Demised Premise, and the denominator of which is the total Rentable Area of the Building. Tenant's Proportionate Share of Property Taxes means a fraction, the numerator of which is the square footage of the Demised Premises, and the denominator of which is the square footage of the Unit. Alternatively, Landlord may also implement and choose a more appropriate method to calculate Tenant's Proportionate Share for different Operating Expenses such as, but not limited to, Proportionate 3 Share of replacement value for insurance, Proportionate Share of Rentable Area for Cam, Condominiumization for property taxes, individual or sub -metering for utilities, individual assessments if Tenant is solely responsible, or any other method which the Landlord, in its sole discretion and judgment, may reasonably deem more appropriate in assessing Tenant's share of Operating Expenses. 3.2.2 Common Area Maintenance ("CAM"): During the first contract year, Tenant's Proportionate Share of the Common Area Maintenance (CAM) for the Demised Premises has been estimated to be Two Thousand Nine Hundred Thirty -Six and 04/100 Dollars ($2,936.04), payable in monthly installments of Two Hundred Forty -Four and 67/100 Dollars ($244.67)("the CAM Payment"). "Common Area Maintenance ("CAM")" shall mean the following costs and expenses incurred in operating, repairing, and maintaining the Common Facilities (as hereinafter defined) and shall include, without limitation, water service to the Building, sewer service to the Building, trash removal from the Building, costs incurred for gardening and landscaping, repairing and maintaining elevator(s), painting, janitorial services (except for areas within the Demised Premises), lighting, cleaning, striping, policing, removing garbage and other refuse and trash, removing ice and snow, repairing and maintaining sprinkler systems, water pipes, air-conditioning systems, temperature control systems, and security systems, fire alarm repair and maintenance and other equipment in the common areas and the exterior and structural portions of the Building, paving and repairing, patching and maintaining the parking areas and walkways, and cleaning adjacent areas, management fees and the City's employment expenses to employees furnishing and rendering any services to the common areas, together with an additional administration charge equal to fifteen percent (15%) of all other expenses included in the annual common area expenses, provided by the City for the common or joint use and/or benefit of the occupants of the Building, their employees, agents, servants, customers and other invitees. "Common Facilities" shall mean all Building areas, spaces, equipment, as well as certain services, available for use by or for the benefit of Tenant and/or its employees, agents, servants, volunteers, customers, guests and/or invitees. 3.2.3 Property Taxes: For the first contract year, Tenant's Proportionate Share of the property taxes for the Demised Premises has been estimated based upon the 2016 Property Tax Payment, in the total sum of Four Thousand Eight Hundred Ninety Dollars and 36/100 ($4,890.36) (the "Property Tax Payment"), payable in monthly installments of Four Hundred Seven and 4 53/100 Dollars ($407.53). A copy of the tax bill(s) or other evidence of such taxes issued by the taxing authorities, together with the City's computation of the Property Tax Payment, will be made available to Tenant once received from the taxing authorities, if requested by Tenant. If a Property Tax Year ends after the expiration or termination of the term of this Lease, the Property Tax Payment therefore shall be prorated to correspond to that portion of such Property Tax Year occurring within the term of this Lease. For the purposes of this Section and other provisions of this Lease Agreement: The term "Property Taxes" shall mean (i) real estate taxes, assessments, and special assessments of any kind which may be imposed upon the Demised Premises, and (ii) any expenses incurred by the City in obtaining a reduction of any such taxes or assessments. The term "Property Tax Year" shall mean the period of twelve (12) calendar months, beginning on January 1st of each year. 3.2.4 Insurance: For the first contract year, Tenant's Proportionate Share of the estimated insurance costs, as determined by the City, in its sole discretion and judgment, to be sufficient to self -insure the Demised Premises ("City's Insurance") has been estimated to be Six Hundred Sixty Dollars and 60/100 ($660.60) (the "Insurance Payment"), payable in monthly installments of Fifty Five and 05/100 Dollars ($55.05). The City's Insurance cost may be adjusted periodically, in the City's sole discretion, during each anniversary of the Commencement Date. This insurance coverage is in addition to the insurance required pursuant to Section 10, which shall be obtained at Tenant's sole expense and responsibility. 3.3. Additional Services: In consideration for the reduced rent for the Demised Premises and Concession Area, Tenant shall provide a forty percent (40%) discount on the purchase price of all food and beverages from any Taste Bakery Cafe location, within the City of Miami Beach (a "Separate Taste Bakery Location"), to City employees with an active and verified City of Miami Beach issued employee identification ("Employee ID"); whether the purchase was made onsite or ordered for delivery ("City Employee Discount"). Notwithstanding the foregoing, the Employee Discount shall not be applied to any delivery charges. The City may choose to impose additional requirements, such as a card reader, in order to ensure the integrity of the City Employee Discount. The term "City Employee Purchases" is understood to mean the sales price of 5 any purchases to which a City Employee Discount is applied, inclusive of the City Employee Discount amount. It does not include the price of any other discounts Tenant may offer to City employees or customers in general. The City will reimburse Tenant a maximum of Two Hundred Thousand and 00/100 Dollars ($200,000.00) per contract year towards the City Employee Discount at the following rates: Annual City Employee Purchases Reimbursement Maximum From To $ 0.00 $ 422,400.00 $ 422,400.01 $ 629,333.33 Greater Than $ 629,333.33 $ 168,960.00 $ 31,040.00 $ 0.00 Reimbursement Rate 40% of City Employee Purchases 15% of City Employee. Purchases 0% of City Employee Purchases Thereafter, Tenant will continue to provide the City Employee Discount regardless of any reimbursement amount. City reserves the right to notify Tenant, in advance of any purchases, of City's objection to provide the City Employee Discount to any particular City employee, thereafter authorizing Tenant to deny the City Employee Discount to said employee. City will not reimburse Tenant for: 1) any amounts discounted above 40% of the purchase price, 2) unauthorized employees as Tenant has been Notified by the City, or 3) persons without an active Employee ID. Along with any reimbursement request, Tenant shall provide a Daily Sales Summary Report in a digital spreadsheet format (such as Excel) which includes, Employee ID numbers, and categories for City Employee Discounted Sales, from each store location as well as the Gross Receipts from the Demised Premises. Tenant shall also provide Special Summary Reports for any period(s) upon request by the City. Any Summary Reports provided from any Taste Bakery location shall not be intermingled with any other location. Tenant may request a reimbursement, by providing an invoice along with any documents and files which may reasonably be requested by the City Manager or his designee, no more than once a month. The City shall have thirty (30) days to pay the reimbursement. 3.3.1. Tenant hereby agrees to perform the following services and obligations: a) free coffee, any size and drip, during normal business hours, at all Taste Bakery Cafe locations, with the purchase of any item; b) free WiFi signal at all Taste Bakery Cafe locations; c) free delivery to City employees located within the City Hall complex (1700 Convention Center Drive, 1701 Meridian Avenue and 1755 Meridian Avenue); 6 d) delivery service from South Pointe Drive to 41st Street at the agreed service charge of $3.00 (no City Employee Discount shall apply); e) delivery service from 42nd Street to 87th Terrace at the agreed service charge of $5.00 (no City Employee Discount shall apply); f) a marketing flyer shall be sent, at least on a monthly basis, to City employees promoting the employee cafe, including such things as weekly combo specials, pricing specials, etc.; and g) a Satisfaction Survey shall be provided on a quarterly basis to City employees. The survey will be online and will only be accessible by individuals who are provided the link to the survey. The survey is only eligible to be completed once per browser, preventing multiple entries. The survey will consist of simple, useful questions which will allow Tenant to assess customer satisfaction and possible input for future menu items. The City Manager or his designee will have access to the survey through the website, including response outcome summaries and other useful information. An example of the Satisfaction Survey is attached hereto as Exhibit 3.3 (Satisfaction Survey). 3.4. Percentage of Gross Receipts Derived From The Demised Premises and Concession Area ("PG"): During the Term of this Lease, within thirty (30) days of the end of the contract year, Tenant shall also pay to the City an amount equal to five percent (5%) of Tenant's annual Gross Receipts, excluding City Employee Purchases which are processed at the Demised Premises during the contract year ("PG"). By way of example, if the total amount of Gross Receipts for a contract year is $1,000,000, and the total amount of City Employee Purchases processed at the Demised Premises totals $600,000, Concessionaire would pay PG, in the amount of $20,000.00 for the contract year; to wit: $1,000,000.00 - $ 600,000.00 $ 400,000.00 x 5% = $20,000.00 (PG) For clarification purposes, City Employee Purchases processed at a Separate Taste Bakery Location will not be considered as part of Gross Receipts for City Employee Purchases when calculating PG under this Lease. The payment of five percent (5%) will continue throughout the contract year until the City has reached the $200,000 City contribution, at which time, Tenant will no longer be responsible for said payment until the start of the following contract year. The term "Gross Receipts" is understood to mean all income collected or accrued, derived by Tenant under the privileges granted by this Lease, excluding amounts of any Federal, State, or City sales tax, or other tax, 7 governmental imposition, assessment, charge or expense of any kind, collected by Tenant from customers and required by law to be remitted to the taxing or other governmental authority. 3.4.1. Maintenance and Examination of Records. Tenant shall maintain current, accurate, and complete financial records on an accrual basis of accounting related to its operations pursuant to this Lease. Systems and procedures used to maintain these records shall include a system of internal controls and all accounting records shall be maintained in accordance with generally accepted accounting principles and shall be open to inspection and audit, but not photocopying, by the City Manager or his designee upon reasonable prior request and during normal business hours. Such records and accounts shall include a breakdown of Gross Receipts, expenses, and profit and loss statements, and such records shall be maintained as would be required by an independent CPA in order to audit a statement of annual Gross Receipts and profit and Toss statement pursuant to generally accepted accounting principles. 3.4.2. Inspection and Audit for Demised Premise. Tenant shall maintain its financial records pertaining to its operations for a period of three (3) years after the conclusion of any contract year and such records shall be open and available to the City Manager or his designee, as deemed necessary by them. Tenant shall maintain all such records at its principal office, currently located at 773 17th Street, Miami Beach, Florida 33139, or, if moved to another location, all such records shall be relocated, at Tenant's expense, to a location in Miami Beach, within ten (10) days' written notice from the City. The City Manager or his designee shall be entitled to audit Tenant's records pertaining to its operations as often as the City deems reasonably necessary throughout the Term of this Lease, and three (3) times within the three (3) year period following termination of this Lease, (regardless of whether such termination results from the natural expiration of the Term or for any other reason). The City shall be responsible for paying all costs associated with such audits, unless the audit(s) reveals a deficiency of five (5%) percent or more in Tenant's statement of Gross Receipts for any year or years audited, in which case Tenant shall pay to the City, within thirty (30) days of the audit being deemed final (as specified below), the cost of the audit and a sum equal to the amount of the deficiency revealed by the audit, plus interest. The audit shall not be deemed final until Tenant has received the audit and has had a reasonable opportunity to review the audit and discuss the audit with the City. These audits are in addition to periodic audits by the City of Resort Tax collections and payments, which are performed separately. Nothing contained within this Section shall preclude the City's audit rights for Resort Tax collection purposes. 3.4.2.1. Tenant shall submit at the end of each contract year, an annual statement of Gross Receipts, in a form consistent with generally accepted accounting principles. Additionally, such statement shall be accompanied by a report from an independent CPA firm which shall perform certain agreed upon procedures, as described in the attached Exhibit "3". 3.4.2.2. It is Tenant's intent to stay informed of comments and suggestions by the City regarding Tenant's performance under this Lease. Within thirty (30) days after the end of each contract year, Tenant and the City Manager or his designee may meet to review Tenant's performance under this Lease for the previous contract year. At the meeting, Tenant and City may discuss quality, operational, maintenance and any other issues regarding Tenant's performance under this Lease. 3.5. Taxes. Concurrent with the payment of the Base Rent and Additional Rent as provided herein, Tenant shall also pay any and all sums for all applicable tax(es), including without limitation, sales and use taxes and Property Taxes, imposed, levied or assessed against the Demised Premises, or any other charge or payment required by any governmental authority having jurisdiction thereover, even though the taxing statute or ordinance may purport to impose such tax against the City. 3.6. Enforcement. Tenant agrees to pay the Base Rent, Additional Rent, and any other amounts as may be due and payable by Tenant under this Lease, at the time and in the manner provided herein, and should said rents and/or other additional amounts due herein provided, at any time remain due and unpaid for a period of fifteen (15) days after the same shall become due, the City may exercise any or all options available to it hereunder, which options may be exercised concurrently or separately, or the City may pursue any other remedies enforced by law. 4. Location for Payments. All rents or other payments due hereunder shall be paid to the City at the following address: City of Miami Beach Revenue Manager 1700 Convention Center Drive, 3rd Floor Miami Beach, Florida 33139 or at such other address as the City may, from time to time, designate in writing. 5. Parking. 9 5. Parking. Tenant may request, at Tenant's cost, from the City's Parking Department, the use of no more than three (3) parking spaces, if available, within the Municipal Parking Garage. Rates for said spaces are subject to change, and are currently One Hundred and 00/100 Dollars ($100.00) per month, plus applicable sales and use tax per space. 6. Security Deposit. Upon execution of this Lease Tenant shall furnish the City with a Security Deposit, in the amount of Five Thousand and 00/100 Dollars ($5,000.00). Said Security Deposit shall serve to secure Tenant's performance in accordance with the provisions of this Lease. In the event Tenant fails to perform in accordance with said provisions, the City may retain said Security Deposit, as well as pursue any and all other legal remedies provided herein, or as may be provided by applicable law. The parties agree and acknowledge that the foregoing condition is intended to be a condition subsequent to the City's approval of this Lease. Accordingly, in the event that Tenant does not satisfy the aforestated, then the City Manager or his designee may immediately, without further demand or notice, terminate this Lease without being prejudiced as to any remedies which may be available to the City for breach of contract. 7. Use and Possession of Demised Premises. 7.1 The Demised Premises shall be used by Tenant solely for the purpose(s) of operating a cafe, with the primary objective being to provide the City of Miami Beach employees with healthy food choices at a price which is discounted by forty percent (40%) off the approved price schedule. Tenant shall cook, prepare, or cause to be prepared, for sale within the Demised Premises, such cooked, prepared, and/or prepackaged foods, and such non-alcoholic beverages as those set forth in Exhibit "7.1" ("Menu/Price Schedule"), attached hereto and incorporated herein. Any subsequent changes to the menu must be approved in writing by the City Manager or his/her designee. 7.2 Tenant agrees that prices charged for sales of food and beverage service will be consistent with the price schedule as reflected in the Menu /Price Schedule. All subsequent price changes must be approved in writing by the City Manager or his/her designee. Prices shall be reasonably consistent with those charged for similar items and services in the general vicinity. The City Manager shall have the final right of approval for all such prices and changes, but said right shall not be arbitrarily or unreasonably withheld. The Tenant agrees to refrain from the sale of any item identified as prohibited by the City and to sell only those items approved by the City. 7.3. The Demised Premises shall be open for operation a minimum of five (5) days a week, with minimum hours of operation being as follows: Hours of Operation: Monday - Friday: 7:00 AM to 5:00 PM Nothing herein contained shall be construed to authorize hours contrary to the 10 laws governing such operations. Any change in the minimum days and/or hours of operation shall require the prior written consent of the City Manager. 7.4. It is understood and agreed that the Demised Premises shall be used by the Tenant during the Term of this Lease only for the purpose(s)/use(s) set forth in Section 7 hereof, and for no other purpose(s) and/or use(s) whatsoever. Tenant will not make or permit any use of the Demised Premises that, directly or indirectly, is forbidden by law, ordinance or government regulation, or that may be dangerous to life, limb or property. Tenant may not commit (nor permit) waste on the Demised Premises; nor permit the use of the Demised Premises for any illegal purposes; nor commit a nuisance on the Demised Premises. In the event that the Tenant uses the Demised Premises (or otherwise allows the Demised Premises to be used) for any purpose(s) not expressly permitted herein, or permits and/or allows any prohibited use(s) as provided herein, then the City may declare this Lease in default pursuant to Section 18 or, without notice to Tenant, restrain such improper use by injunction or other legal action. 8. Improvements. 8.1. Tenant accepts the Demised Premises in their present "AS IS" condition and may construct or cause to be constructed, such interior and exterior improvements and maintenance to the Demised Premises, as reasonably necessary for it to carry on its permitted use(s), as set forth in Section 7; provided, however, that any plans for such improvements shall be first submitted to the City Manager for his prior written consent, which consent, if granted at all, shall be at the City Manager's sole and absolute discretion. Additionally, any and all approved improvements shall be made at Tenant's sole expense and responsibility. All permanent (fixed) improvements to the Demised Premises shall remain the property of the City upon termination and/or expiration of this Lease. Upon termination and/or expiration of this Lease, all personal property and non -permanent trade fixtures may be removed by the Tenant from the Demised Premises, provided that they can be (and are) removed without damage to the Demised Premises. Tenant will permit no liens to attach to the Demised Premises arising from, connected with, or related to the design and construction of any improvements. Moreover, such construction shall be accomplished through the use of licensed, reputable contractors who are acceptable to the City. Any and all permits and or licenses required for the installation of improvements shall be the sole cost and responsibility of Tenant. 8.2. Notwithstanding Subsection 8.1, upon termination and/or expiration of this Lease, and at City's sole option and discretion, any or all alterations or additions made by Tenant to or in the Demised Premises shall, upon written demand by the City Manager, be promptly removed by Tenant, at its expense and responsibility, and Tenant further hereby agrees, in such event, to restore the Demised Premises to their original condition prior to the Commencement Date of this Lease. 11 8.3. The above requirements for submission of plans and the use of specific contractors shall not apply to improvements (which term, for purposes of this Subsection 8.3 only, shall also include improvements as necessary for Tenant's maintenance and repair of the Demised Premises) which do not exceed Five Hundred ($500.00) Dollars, provided that the work is not structural, and provided that it is permitted by applicable law. 8.4. Landlord Improvements. Landlord agrees to make certain improvements (the "Landlord Improvements") to the Demised Premises (valued by the parties at approximately Five Thousand and 00/100 Dollars ($5,000.00), as contained in Exhibit "8.4" (Landlord Improvements), attached hereto and incorporated herein. The Landlord Improvements shall be made in accordance with the following timeline: A. Landlord shall obtain a building permit no later than thirty (30) days from the Commencement Date of this Lease; B. Landlord shall commence making the Landlord Improvements no later than ten (10) days from the date the building permit is issued (the "Building Permit Date"); and C. Landlord Improvements shall be completed, and Landlord shall obtain a Certificate of Occupancy (or Temporary Certificate of Occupancy, as the case may be) from the City's Building Department for said Landlord Improvements, no later than thirty (30) days from the Building Permit Date. Failure to comply with the timeline and complete the Landlord Improvements within the time period specified shall not constitute an event of default hereunder. The times for performance related to the permitting and construction of the Landlord Improvements, as set forth in this Subsection 8.4, may be extended for good cause. 9. City's Right of Entry. 9.1. The City Manager, and/or his authorized representatives, shall have the right to enter upon the Demised Premises at all reasonable times for the purpose of inspecting same; preventing waste; making such repairs as the City may consider necessary; and for the purpose of preventing fire, theft or vandalism. The City agrees that, whenever reasonably possible, it shall use reasonable efforts to provide notice (whether written or verbal), unless the need to enter the Demised Premises is an emergency, as deemed by the City Manager, in his sole discretion, which if not immediately addressed could cause property damage, loss of life or limb, or other injury to persons. Nothing herein shall imply any duty on the part of the City to do any work that under any provisions of this Lease the Tenant may be required to perform, and the performance 12 thereof by the City shall not constitute a waiver of the Tenant's default. 9.2. If the Tenant shall not be personally present to open and permit entry into the Demised Premises at any time, for any reason, and any entry thereon shall be necessary or permissible, the City Manager, and/or his authorized representatives, may enter the Demised Premises by master key, or may forcibly enter the Demised Premises without rendering the City or such agents liable therefore. 9.3. Tenant shall furnish the City with duplicate keys to all locks including exterior and interior doors prior to (but no later than by) the Commencement Date of this Lease. Tenant shall not change the locks to the Demised Premises without the prior written consent of the City Manager, and in the event such consent is given, Tenant shall furnish the City with duplicate keys to said locks in advance of their installation. 10. Tenant's Insurance Requirements. 10.1. Before beginning any work and throughout the term of the Lease (including renewal periods), Tenant shall, at its sole cost and expense, comply with all insurance requirements of the City. It is agreed by the parties that Tenant shall not occupy the Demised Premises until proof of the following insurance coverage has been reviewed and approved by the City's Risk Manager. All insurance policies required below shall be issued by companies authorized to do business under the laws of the State of Florida. Provider shall indicate that insurance coverage has been obtained which meets the requirements as outlined below by submitting original certificates of insurance to the City's Risk Manager and Asset Manager respectively: 10.1.1. Worker's Compensation for all employees of the provider as required by Florida Statute 440 and Employer's Liability coverage in accordance with the Florida Statutory requirements. 10.1.2. Commercial General Liability on a comprehensive basis in an amount not less than $1,000,000 combined single limit per occurrence, for bodily injury and property damage. City of Miami Beach must be shown as an additional insured with respect to this coverage. 10.1.3. Business interruption insurance sufficient to insure Tenant for no less than one (1) full year of loss of business, with the City named thereon as loss payee to the extent permitted by applicable law. 10.1.4. Intentionally Omitted 13 10.1.5. All -Risk property and casualty insurance, written at a minimum of eighty (80%) percent of replacement cost value and with replacement cost endorsement, covering all leasehold improvements installed in the Demised Premises by or on behalf of Tenant and including without limitation all of Tenant's personal property in the Demised Premises (including, without limitation, inventory, trade fixtures, floor coverings, furniture, and other property removable by Tenant under the provisions of this Lease). 10.6. The insurance coverage required shall include those classifications, as listed in standard Liability insurance manuals, which most nearly reflect the operations of the provider. 10.7. Any insurance coverage required above must include a waiver of subrogation in favor of the City. 10.8. The company must be rated no less than "A" as to management, and no less than "Class VII" as to financial strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the City Risk Management Division. CERTIFICATE HOLDER MUST READ: 0/0 Insurance Tracking Services, Inc. (ITS) P.O. Box 20270 Long Beach, CA 90801 Updated 001 must be submitted to ITS via email with the following: 1. Email address: miamibeach.contracts(cr�instrackinq.com 2. Copy Andrew Bejel at AndrewBejel©miamibeachfl.gov and Febe Perez at febepereznmiamibeachfl.gov on the submittal to ITS 10.9. Compliance with the foregoing requirements shall not relieve the vendor of his liability and obligation under this section or under any other section of this Lease. 10.10. City reserves the right to impose additional reasonable insurance requirements as the City may deem necessary or in accordance with common practice. 10.11. The policies of insurance referred to above shall not be subject to cancellation or changing coverage except upon at least thirty (30) days written notice to City and then subject to the prior written approval of the City's Risk Manager. Should Tenant fail to obtain, maintain or renew the policies of insurance referred to above, in the required amounts, the City may, at its sole discretion, obtain such insurance, and any sums expended by City in obtaining said insurance, shall be repaid by TENANT to City, plus ten percent (10%) of the amount of premiums 14 paid to compensate City for its administrative costs. If Tenant does not repay City's expenditures within fifteen (15) days of demand, the total sum owed shall accrue interest at the rate of twelve percent (12%) until paid, and such failure shall be deemed an event of default hereunder. 10.12. Waiver of Subrogation. Tenant hereby grants to City of Miami Beach a waiver of any right to subrogation which any insurer of the Tenant may acquire against the City by virtue of the payment of any Toss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 11. Intentionally Omitted. 12. Assignment and Subletting. Tenant shall not have the right to assign or sublet the Demised Premises, in whole or in part, without the prior written consent of the City Manager, which consent, if granted at all shall be at the City Manager's sole and absolute discretion. Such written consent is not a matter of right and the City is not obligated to give such consent. If granted as provided herein, the making of any assignment or sublease will not release Tenant from any of its obligations under this Lease. 13. Operation, Maintenance and Repair. 13.1. Tenant shall be solely responsible for the operation, maintenance and repair of the Demised Premises. Tenant shall, at its sole expense and responsibility, maintain the Demised Premises, and all fixtures and appurtenances therein, and shall make all repairs thereto, as and when needed, to preserve them in good working order and condition. Tenant shall be responsible for all interior walls; the interior and exterior of all windows and doors, as well as immediate replacement of any and all plate glass or other glass in the Demised Premises which may become broken, using glass of the same or better quality; interior electrical and interior plumbing. 13.1.1. The City shall be responsible for the maintenance of the roof, the exterior of the Building, the structural electrical and plumbing (other than plumbing surrounding any sink(s), grease trap(s) and/or toilet(s), including such sink(s), grease trap(s) and toilet(s) fixture(s), within the Demised Premises), the common areas and the chilled water supply system. The City shall maintain and/or repair those items that it is responsible for, so as to keep same in proper working condition. 13.1.2. If the City provides a separate air-conditioning unit for the Demised Premises, Tenant agrees and understands that Tenant shall be solely responsible for the maintenance, repair and replacement of the heating/ventilation/air-conditioning (HVAC) 15 equipment servicing the Demised Premises, at Tenant's sole expense. 13A.3. Tenant further agrees and understands that, if the City provides a separate HVAC unit for the Demised Premises, the City, at its sole discretion, may require that Tenant obtain, at any time during the Term of this Lease, and continuously maintain in good standing, at Tenant's expense, throughout the Term of this Lease, a maintenance and repair contract, approved by the City, with a service company previously approved in writing by the City, providing for the preventative maintenance and repair of all HVAC equipment servicing the Demised Premises. In the event that the City notifies Tenant that it will require Tenant to contract for said maintenance and repair services, Tenant shall provide to the City, in writing, within ten (10) business days, the name(s) and telephone number(s) of service company(ies) for the City's review and approval. Tenant shall provide a copy of a current, enforceable and fully executed maintenance and repair contract, no later than ten (10) business days after receipt of the City's approval of the service company, as proof of Tenant's compliance with this provision. 13.2. All damage or injury of any kind to the Demised Premises, and including without limitation its fixtures, glass, appurtenances, and equipment (if any), or to the building fixtures, glass, appurtenances, and equipment, if any, except damage caused by the gross negligence and/or willful misconduct of the City, shall be the sole obligation of Tenant, and shall be repaired, restored or replaced promptly by Tenant, at its sole expense and to the satisfaction of the City. 13.3. All of the aforesaid repairs, restorations and replacements shall be in quality and class equal to or better than the original work or installations and shall be done in good and workmanlike manner. 13.4. If Tenant fails to make such repairs or restorations or replacements, the same may be made by the City, at the expense of Tenant, and all sums spent and expenses incurred by the City shall be collectable by the City and shall be paid by Tenant within three (3) days after submittal of a bill or statement therefore. 13.5. It shall be Tenant's sole obligation and responsibility to insure that any renovations, repairs and/or improvements made by Tenant to the Demised Premises comply with all applicable building codes and life safety codes of governmental authorities having jurisdiction. 13.6. Tenant Responsibilities for Utilities (not included within Operating Expenses). Tenant is solely responsible for, and shall promptly pay when due all charges for electricity, gas, cable, telephone, internet, janitorial garage service and any other utility service provided to the Demised Premises, including, without limitation, all hook-up fees and impact fees, NOT included as an Operating 16 Expense (pursuant to Subsection 3.2). In addition to other rights and remedies hereinafter reserved to the City, upon the failure of Tenant to pay for such utility services (as contemplated in this Subsection 13.6) when due, the City may elect, at its sole discretion, to pay same, whereby Tenant agrees to promptly reimburse the City upon demand. In no event, however, shall the City be liable, whether to Tenant or to third parties, for an interruption or failure in the supply of any utilities or services to the Demised Premises. 13.7. TENANT HEREBY ACKNOWLEDGES AND AGREES THAT THE DEMISED PREMISES ARE BEING LEASED IN THEIR PRESENT "AS IS" CONDITION. 14. Governmental Regulations. Tenant covenants and agrees to fulfill and comply with all statutes, ordinances,. rules, orders, regulations, and requirements of any and all governmental bodies, including but not limited to Federal, State, Miami -Dade County, and City governments, and any and all of their departments and bureaus applicable to the Demised Premises, and shall also comply with and fulfill all rules, orders, and regulations for the prevention of fire, all at Tenant's own expense and responsibility. Tenant shall pay all cost, expenses, claims, fines, penalties, and damages that may be imposed because of the failure of Tenant to comply with this Section, and shall indemnify and hold harmless the City from all liability arising from each non-compliance. 15. Liens. Tenant will not permit any mechanics, laborers, or materialman's liens to stand against the Demised Premises or improvements for any labor or materials to Tenant or claimed to have been furnished to Tenant's agents, contractors, or sub -tenants, in connection with work of any character performed or claimed to have performed on said Premises, or improvements by or at the direction or sufferance of the Tenant; provided however, Tenant shall have the right to contest the validity or amount of any such lien or claimed lien. In the event of such contest, Tenant shall give the City reasonable security as may be demanded by the City to insure payment thereof and prevent sale, foreclosure, or forfeiture of the Premises or improvements by reasons of such non-payment. Such security need not exceed one and one half (1'/2) times the amount of such lien or such claim of lien. Such security shall be posted by Tenant within ten (10) days of written notice from the City, or Tenant may "bond off" the lien according to statutory procedures. Tenant will immediately pay any judgment rendered with all proper costs and charges and shall have such lien released or judgment satisfied at Tenant's own expense. 16. Intentionally Omitted. 17 17. Condemnation. 17.1. If at any time during the Term of this Lease (including any renewal term hereunder) all or any part or portion of the Demised Premises is taken, appropriated, or condemned by reason of Eminent Domain proceedings, then this Lease shall be terminated as of the date of such taking, and shall thereafter be completely null and void, and neither of the parties hereto shall thereafter have any rights against the other by reason of this Lease or anything contained therein, except that any rent prepaid beyond the date of such taking shall be prorated to such date, and Tenant shall pay any and all rents, additional rents, utility charges, and/or other costs for which it is liable under the terms of this Lease, up to the date of such taking. 17.2. Except as hereunder provided, Tenant shall not be entitled to participate in the proceeds of any award made to the City in any such Eminent Domain proceeding, excepting, however, Tenant shall have the right to claim and recover from the condemning authority, but not from the City, such compensation as may be separately awarded or recoverable by Tenant in Tenant's own right on account of any and all damage to Tenant's business by reasons of the condemnation and for or on account of any cost or loss which Tenant might incur in removing Tenant's furniture and fixtures. 18. Default. 18.1. Default by Tenant: At the City's option, any of the following shall constitute an Event of Default under this Lease: 18.1.1. The Base Rent, Additional Rent, or any other amounts as may be due and payable by Tenant under this Lease, or any installment thereof, is not paid promptly when and where due, and Tenant shall not have cured such failure within five (5) days after receipt of written notice from the City specifying such default; 18.1.2. The Demised Premises shall be deserted, abandoned, or vacated; 18.1.3. Tenant shall fail to comply with any material term, provision, condition or covenant contained herein other than the payment of rent and shall not cure such failure within thirty (30) days after the receipt of written notice from the City specifying any such default; or such longer period of time acceptable to the City, at its sole discretion; 18.1.4. Receipt of notice of violation from any governmental authority having jurisdiction dealing with a law, code, 18 regulation, ordinance or the like, which remains uncured for a period of thirty (30) days from its issuance, or such longer period of time as may be acceptable and approved in writing by the City Manager, at his sole discretion; 18.1.5. Any petition is filed by or against Tenant under any section or chapter of the Bankruptcy Act, as amended, which remains pending for more than sixty (60) days, or any other proceedings now or hereafter authorized by the laws of the United States or of any state for the purpose of discharging or extending the time for payment of debts; 18.1.6. Tenant shall become insolvent; 18.1.7. Tenant shall make an assignment for benefit of creditors; 18.1.8. A receiver is appointed for Tenant by any court and shall not be dissolved within thirty (30) days thereafter; or 18.1.9. The leasehold interest is levied on under execution; or 18.1.10. A default under the .Concession (as such agreement is referenced in Subsection 1.1 of this Lease). 19. Rights on Default. 19.1. Rights on Default: 19.1.1. In the event of any default by Tenant as provided herein, City shall have the option to do any of the following, in addition to and not in limitation of, any other remedy permitted by law or by this Lease; 19.1.2. Terminate this Lease, in which event Tenant shall immediately surrender the Demised Premises to the City, but if Tenant shall fail to do so the City may, without further notice, and without prejudice to any other remedy the City may have for possession or arrearages in rent or damages for breach of contract, enter upon the Demised Premises and expel or remove Tenant and its effects in accordance with law, without being liable for prosecution or any claim for damages therefore, and Tenant agrees to indemnify and hold harmless the City for all loss and damage which the City may suffer by reasons of such Lease termination, whether through inability to re -let the Demised Premises, or otherwise. 19.1.3. Declare the entire amount of the Base Rent and Additional Rent which would become due and payable during the remainder of the term of this Lease to be due and payable immediately, in which 19 event Tenant agrees to pay the same at once, together with all rents therefore due, at the address of the City, as provided in the Notices section of this Lease; provided, however, that such payment shall not constitute a penalty, forfeiture, or liquidated damage, but shall merely constitute payment in advance of the rents for the remainder of said term and such payment shall be considered, construed and taken to be a debt provable in bankruptcy or receivership. 19.1.4. Enter the Demised Premises as the agent of Tenant, by force if necessary, without being liable to prosecution or any claim for damages therefore; remove Tenant's property therefrom; and re - let the Demised Premises, or portions thereof, for such terms and upon such conditions which the City deems, in its sole discretion, desirable, and to receive the rents therefore, and Tenant shall pay the City any deficiency that may arise by reason of such re -letting, on demand at any time and from time to time at the office of the City; and for the purpose of re -letting, the City may (i) make any repairs, changes, alterations or additions in or to said Demised Premises that may be necessary or convenient; (ii) pay all costs and expenses therefore from rents resulting from re -letting; and (iii) Tenant shall pay the City any deficiency as aforesaid. 19.1.5. Take possession of any personal property owned by Tenant on said Demised Premises and sell the same at public or private sale, and apply same to the payment of rent due, holding Tenant liable for the deficiency, if any. 19.1.6. It is expressly agreed and understood by and between the parties hereto that any installments of rent accruing under the provisions of this Lease which shall not be paid when due shall be subject to a late charge of Fifty and 00/100 Dollars ($50.00), plus interest at the rate of eighteen (18%) percent per annum, or the maximum amount allowable under Florida law, whichever is lesser, from the due date of payment until such time as payment is actually received by the City. Any failure on the City's behalf to enforce this Section shall not constitute a waiver of this provision with respect to future accruals of past due rent. 19.1.7. If Tenant shall default in making any payment of monies to any person or for any purpose as may be required hereunder, the City may pay such expense but the City shall not be obligated to do so. Tenant, upon the City's paying such expense, shall be obligated to forthwith reimburse the City for the amount thereof. All sums of money payable by Tenant to the City hereunder shall be deemed as rent for use of the Demised Premises and collectable by the City from Tenant as rent, and shall be due from Tenant to the City on the first day of the month following the payment of the expense by the City. 19A.8. The rights of the City under this Lease shall be cumulative but not restrictive to those given by law and failure on the part of the City to exercise promptly any rights given hereunder shall not operate to waive or to forfeit any of the said rights. 19.2. Default by City: The failure of the City to perform any of the covenants, conditions and agreements of this Lease which are to be performed by the City and the continuance of such failure for a period of thirty (30) days after notice thereof in writing from Tenant to the City (which notice shall specify the respects in which Tenant contends that the City failed to perform any such covenant, conditions and agreements) shall constitute a default by the City, unless such default is one which cannot be cured within thirty (30) days because of circumstances beyond the City's control, and the City within such thirty (30) day period shall have commenced and thereafter shall continue diligently to prosecute all actions necessary to cure such defaults. However, in the event the City fails to perform within the initial thirty (30) day period provided above, and such failure to perform prevents Tenant from operating its business in a customary manner and causes an undue hardship for Tenant, then such failure to perform (regardless of circumstances beyond its control) as indicated above, shall constitute a default by the City. 19.3. Tenant's Rights on Default. If an event of Landlord's default shall occur, Tenant, to the fullest extent permitted by law, shall have the right to pursue any and all remedies available by law or in equity, including the right to sue for and collect damages, including reasonable fees and costs to terminate this Lease; provided however, that. Tenant expressly acknowledges and agrees that any recovery by tenant shall be limited to the amount set forth in Section 33 of this Lease. Notwithstanding anything in this Section 19.3 or the Lease, in the event of a default by Landlord, Tenant hereby agrees and acknowledges that in no event shall Landlord be liable for any incidental, indirect, special or consequential damages, including without limitation loss of revenue and lost profits, of Tenant which may be alleged as a result of Landlord's default. 20. Laws. 20.1.1. Compliance. Tenant shall comply with all applicable City, County, State, and Federal ordinances, statutes, rules and regulations (including but not limited to all applicable environmental City, County, State, and Federal ordinances, statutes, rules and regulations, as same may be amended from time to time. 21 20.1.2. No Discrimination. Tenant hereby agrees hereby agrees to comply with City of Miami Beach Human Rights Ordinance, as codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination in employment, housing, public accommodations, or public services, on the basis of actual or perceived race, color, national origin, religion, sex, intersexuality, sexual orientation, gender identity, familial and marital status, age, ancestry, height, weight, domestic partner status, labor organization membership, familial situation, political affiliation, or disability. 21. Indemnity Against Costs and Charges. 21.1. Tenant shall be liable to the City for all costs and charges, expenses, reasonable attorney's fees, and damages which may be incurred or sustained by the City, by reason of Tenant's breach of any of the provisions of this Lease. Any sums due the City under the provisions of this item shall constitute a lien against the interest of the Tenant and the Demised Premises and all of Tenant's property situated thereon to the same extent and on the same conditions as delinquent rent would constitute a lien on said premises and property. 21.2. If Tenant shall at any time be in default hereunder, and if the City shall deem it necessary to engage an attorney to enforce the City's rights and Tenant's obligations hereunder, Tenant will reimburse the City for the reasonable expenses incurred thereby, including, but not limited to, court costs and reasonable attorney's fees, whether suit be brought or not and if suit be brought, then Tenant shall be liable for expenses incurred at both the trial and appellate levels. 22. Indemnification Against Claims. 22.1. Tenant shall indemnify and save the City harmless from and against any and all claims or causes of action (whether groundless or otherwise) by or on behalf of any person, firm, or corporation, for personal injury or property damage occurring upon the Demised Premises or upon any other land or other facility or appurtenance used in connection with the Demised Premises, occasioned in whole or in part by any of the following: 22.1.1. An act or omission on the part of Tenant, or any employee, agent, contractor, invitee, guest, assignee, sub -tenant or subcontractor of Tenant; 22.1.2. Any misuse, neglect, or unlawful use of the Demised Premises by Tenant, or any employee, agent, contractor, invitee, guest, 22 assignee, sub -tenant or subcontractor of Tenant; 22.1.3. Any breach, violation, or non-performance of any undertaking of Tenant under this Lease; 22.1.4. Anything growing out of the use or occupancy of the Demised Premises by Tenant or anyone holding or claiming to hold through or under this Lease. 22.1.5. Tenant agrees to pay all damages to the Demised Premises and/or other facilities used in connection therewith, caused by Tenant or any employee, agent, contractor, guest, or invitee of Tenant. 23. Signs and Advertising. Without the prior written consent of the City Manager, which consent, if given at all, shall be at the City Manager's sole and absolute discretion, Tenant shall not permit the painting and display of any signs, plaques, lettering or advertising material of any kind on or near the Demised Premises. All additional signage shall comply with signage standards established by the City and comply with all applicable building codes, and any other municipal, County, State and Federal laws. 24. Effect of Conveyance. The term "City" and/or "Landlord" as used in the Lease means only the owner for the time being of the land and Building containing the Demised Premises, so that in the event of any sale of said land and Building, or in the event of a lease of said Building, the City shall be and hereby is entirely freed and relieved of all covenants and obligations of the City hereunder, and it shall be deemed and construed without further agreement between the parties, or between the parties and the purchaser at such sale, or the lease of this Building, that the purchaser or Tenant has assumed and agreed to carry out all covenants and obligations of the City hereunder. 25. Damage to the Demised Premises. 25.1. If the Demised Premises shall be damaged by the elements or other casualty not due to Tenant's negligence, or by fire, but are not thereby rendered untenantable, as determined by the City Manager, in his sole discretion, in whole or in part, and such damage is covered by the City's insurance, if any, (hereinafter referred to as "such occurrence"), the City, shall, as soon as possible after such occurrence, utilize the insurance proceeds to cause such damage to be repaired and the Rent (Base Rent and Additional Rent) shall not be abated. If by reason of such occurrence, the Demised Premises shall be rendered untenantable, as determined by the City Manager, in his sole discretion, only in part, the City shall as soon as possible utilize the insurance proceeds to cause the damage to be repaired, and the Rent meanwhile shall be abated proportionately as to the portion of the Demised Premises rendered untenantable; provided however, that the City shall promptly obtain a good faith estimate of the time required to render the Demised Premises tenantable and if 23 such time exceeds sixty (60) days, either party shall have the option of canceling this Lease. 25.2. If the Demised Premises shall be rendered wholly untenantable by reason of such occurrence, the City shall have the option, but not the obligation, in its sole discretion, to utilize the insurance proceeds to cause such damage to be repaired and the Rent meanwhile shall be abated. However, the City shall have the right, to be exercised by notice in writing delivered to Tenant within sixty (60) days from and after said occurrence, to elect not to reconstruct the destroyed Demised Premises, and in such event, this Lease and the tenancy hereby created shall cease as of the date of said occurrence, the Rent to be adjusted as of such date. If the Demised Premises shall be rendered wholly untenantable, Tenant shall have the right, to be exercised by notice in writing, delivered to the City within thirty (30) days from and after said occurrence, to elect to terminate this Lease, the Rent to be adjusted accordingly. Notwithstanding any clause contained in this Section 25, if the damage is not covered by the City's insurance, then the City shall have no obligation to repair the damage, but the City shall advise Tenant in writing within thirty (30) days of the occurrence giving rise to the damage and of its decision not to repair, and the Tenant may, at any time thereafter, elect to terminate this Lease, and the Rent shall be adjusted accordingly. 26. Quiet Enjoyment. Tenant shall enjoy quiet enjoyment of the Demised Premises and shall not be evicted or disturbed in possession of the Demised Premises so long as Tenant complies with the terms of this Lease. 27. Waiver. 27.1. It is mutually covenanted and agreed by and between the parties hereto that the failure of the City to insist upon the strict performance of any of the conditions, covenants, terms or provisions of this Lease, or to exercise any option herein conferred, will not be considered or construed as a waiver or relinquishment for the future of any such conditions, covenants, terms, provisions or options but the same shall continue and remain in full force and effect. 27.2. A waiver of any term expressed herein shall not be implied by any neglect of the City to declare a forfeiture on account of the violation of such term if such violation by continued or repeated subsequently and any express waiver shall not affect any term other than the one specified in such waiver and that one only for the time and in the manner specifically stated. 27.3. The receipt of any sum paid by Tenant to the City after breach of any condition, covenant, term or provision herein contained shall not be deemed a waiver of such breach, but shall be taken, considered and construed as payment for use and occupation, and not as Rent, unless such breach be expressly waived in writing by the City. 24 28. Notices. The addresses for all notices required under this Lease shall be as follows, or at such other address as either party shall be in writing, notify the other: LANDLORD: With copy to: TENANT: City Manager City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Office of Real Estate City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Rohit Thakore TASTE BAKERY CAFE 773 17th Street Miami Beach, Florida 33139 All notices shall be hand delivered and a receipt requested, or by certified mail with Return receipt requested, and shall be effective upon receipt. 29. Entire and Binding Lease. This Lease contains all of the agreements between the parties hereto, and it may not be modified in any manner other than by agreement in writing signed by all the parties hereto or their successors in interest. The terms, covenants and conditions contained herein shall inure to the benefit of and be binding upon the City and Tenant and their respective successors and assigns, except as may be otherwise expressly provided in this Lease. 30. Provisions Severable. If any term or provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. 31. Captions. The captions contained herein are for the convenience and reference only and shall not be deemed a part of this Lease or construed as in any manner limiting or amplifying the terms and provisions of this Lease to which they relate. 32. Number and Gender. Whenever used herein, the singular number shall include the plural and the plural shall include the singular, and the use of one gender shall include all genders. 25 33. Limitation of Liability. The City desires to enter into this Lease only if in so doing the City can place a limit on the City's liability for any cause of action for money damages due to an alleged breach by the City of this Lease, so that its liability for any such breach never exceeds the sum of Ten Thousand ($10,000.00) Dollars. Tenant hereby expresses its willingness to enter into this Lease with Tenant's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of $10,000.00. Accordingly, and notwithstanding any other term or condition of this Lease, Tenant hereby agrees that the City shall not be liable to Tenant for damage in an amount in excess of $10,000.00 for any action or claim for breach of contract arising out of the performance or non- performance of any obligations imposed upon the City by this Lease. Nothing contained in this Section or elsewhere in this Lease is in any way intended to be a waiver of the limitation placed upon the City's liability as set forth in Florida Statutes, Section 768.28. 34. Surrender of the Demised Premises. Tenant shall, on or before the last day of the Term herein demised, or the sooner termination thereof, peaceably and quietly leave, surrender and yield upon to the City the Demised Premises, together with any and all equipment, fixtures, furnishings, appliances or other personal property, if any, located at or on the Demised Premises and used by Tenant in the maintenance, management or operation of the Demised Premises, excluding any trade fixtures or personal property, if any, which can be removed without material injury to the Demised Premises, free of all liens, claims and encumbrances and rights of others or broom -clean, together with all structural changes, alterations, additions, and improvements which may have been made upon the Demised Premises, in good order, condition and repair, reasonable wear and tear excepted, subject, however, to the subsequent provisions of this Section. Any property which pursuant to the provisions of this Section is removable by Tenant on or at the Demised Premises upon the termination of this Lease and is not so removed may, at the option of the City, be deemed abandoned by Tenant, and either may be retained by the City as its property or may be removed and disposed of at the sole cost of the Tenant in such manner as the City may see fit. If the Demised Premises and personal property, if any, be not surrendered at the end of the Term as provided in this Section, Tenant shall make good the City all damages which the City shall suffer by reason thereof, and shall indemnify and hold harmless the City against all claims made by any succeeding tenant or purchaser, so far as such delay is occasioned by the failure of Tenant to surrender the Demised Premises as and when herein required. 35. Time is of the Essence. Time is of the essence in every particular and particularly where the obligation to pay money is involved. 36. Venue: This Lease shall be deemed to have been made and shall be construed and interpreted in accordance with the laws of the State of Florida. This Lease shall be enforceable in Miami -Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any and all the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami -Dade County, Florida. 26 CITY AND TENANT HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT THE CITY AND TENANT MAY HEREIN AFTER INSTITUTE AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS LEASE. 37. LIVING WAGE REQUIREMENT. Pursuant to Sections 2-407 thru 2-410 of the Miami Beach City Code ("Living Wage Ordinance"), as same may be amended from time to time, Tenant shall be required to pay all employees who provide services pursuant to this Lease, the hourly living wage rates listed below: • $11.62/hour with health benefits; or $13.31/hour without benefits. The living wage rate and health care benefits rate may, by Resolution of the City Commission, be indexed annually for inflation using the Consumer Price Index for all Urban Consumers (CPI -U) Miami/Ft. Lauderdale, issued by the U.S. Department of Labor's Bureau of Labor Statistics, in which case Tenant shall be required to pay its employees such adjusted Living Wage rate under this Lease. Notwithstanding the preceding, no annual index shall exceed three percent (3%). The City may also, by resolution, elect not to index the living wage rate in any particular year, if it determines it would not be fiscally sound to implement same (in a particular year). Tenant's Failure to comply with this provision shall be deemed a material breach under this Lease, entitling the City to terminate this Lease immediately, without further liability to the City, and/or may further subject Tenant to additional penalties and fines, as provided in the City's Living Wage Ordinance, as amended. 38. Radon is a naturally occurring radioactive gas that, when it is accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of Radon that exceed Federal and State guidelines have been found in buildings in Florida. Additional information regarding Radon and Radon testing may be obtained from your County Public Health Unit. 39. No Dangerous Materials. Tenant agrees not to use or permit in the Demised Premises the storage and/or use of gasoline, fuel oils, diesel, illuminating oils, oil lamps, combustible powered electricity producing generators, turpentine, benzene, naphtha, propane, natural gas, or other similar substances, combustible materials, or explosives of any kind, or any substance or thing prohibited in the standard policies of fire insurance companies in the State of Florida. Any such substances or materials found within the Demised Premises shall be immediately removed. Tenant shall indemnify and hold the City harmless from any loss, damage, cost, or expense of the City, including, without limitation, reasonable attorney's fees, incurred as a result of, arising from, or connected with the placement by Tenant of any "hazardous substance" or "petroleum products" on, in or upon the Demised Premises 27 as those terms are defined by applicable Federal and State Statute, or any environmental rules and environmental regulations promulgated thereunder. The provisions of this Section 39 shall survive the termination or earlier expiration of this Lease. 40. PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSTYRENE FOOD SERVICE ARTICLES OR PLASTIC STRAWS. Pursuant to Section 82-7 of the City Code, as may be amended from time to time, effective August 2, 2014, the City has prohibited the use of expanded polystyrene food service articles by City Contractors, in connection with any City contract, lease, concession agreement or Special event permit. Additionally, pursuant to Section 82- 385 of the City Code, as may be amended from time to time, no polystyrene food service articles will be allowed in the right-of-way, and no polystyrene food service articles can be provided to sidewalk cafe patrons. "Expanded polystyrene" is a petroleum byproduct commonly known as Styrofoam. Expanded polystyrene is more particularly defined as blown polystyrene and expanded and extruded foams that are thermoplastic petrochemical materials utilizing a styrene monomer and processed by any number of techniques including, but not limited to, fusion of polymer spheres (expandable bead foam), injection molding, foam molding, and extrusion -blown molding (extruded foam polystyrene). "Expanded polystyrene food service articles" means plates, bowls, cups, containers, lids, trays, coolers, ice chests, and all similar articles that consist of expanded polystyrene. Tenant agrees not to sell, use, provide food in, or offer the use of expanded polystyrene food service articles at the Demised Premises or in connection with this Lease. Tenant shall ensure that all vendors operating in the Demised Premises abide by the restrictions contained in this Section 40. A violation of this section shall be deemed a default under the terms of this Lease. This section shall not apply to expanded polystyrene food service articles used for prepackaged food that have been filled and sealed prior to receipt by the Tenant or its vendors. Additionally, Tenant agrees to comply (and ensure compliance by its vendors) with Section 46-92 (c) of the City Code, which states that it is unlawful for any person to carry any expanded polystyrene product onto any beach or into any park within the City or for any business to provide plastic straws with the service or delivery of any beverage to patrons on the beach. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 28 IN WITNESS WHEREOF, the parties hereto have caused their names to be signed and their seals to be affixed, all as of the day and year first above written, indicating their agreement. ATTEST: Vq Rafael E. Granado, City Cler carC t/% (Print Name) Dated: // f /// 7 ATTEST: )414,4_, kI : fiel11. wSj`T`,S (Print Name) 9oHi-r (I- g E , (Print Name) Dated: kA— 24 P— CITY: EA MIAMI B'E .. %'.'°FAL` ORIDA • Datd°: TENANT: BY: TASTE BAKERY MB CITY HALL LLC d/b/a TASTE BAKERY CAFE Aditya Thakore Authorized Member APPROVED AS TO FO FOR EXECUTION1°C,PDate City A F:\RHCD\$ALL\ECON\$ALL\ASSET\777-17th Street\Taste Bakery Cafe\Draft\Tasete Bakery Lease Agreement (Final 08-25- 17),docx 29 EXHIBIT 1 Demised Premises and Concession Area Layout rn ' ,L . Ab I • 2 1 , i. . Demsed Premises 1.,,, 11, ' ' , -, .' • 4' on cesisiori Area, • - ° to, ; , ••;." 30 v4P,k WAV C73r.ttmovoct 0141043 OW, .06.06124 4,44$.4 111.44P1F1„„,.,,,,, EXHIBIT 1A UNIT 4 ~ `\-\`'�Nw,.`?ti.`:•\�..a,-, \:\ 'fi; r W\• -,N, ..S UNIT 3 UNIT 1I COMMON ELEMENTS AREA UNIT 1= 1,326.78 S/F+••:..*7:.77,..-3 AREA UNIT 2= 1,802.89 S/F AREA UNIT 3= 1,290.59 SIF R'°s : '- AREA UNIT 4= 1,268.87 S/F'---''-- w.. SURVEYOR'S NOTE DETAILS OF INIERIORS WALLS WERE OASEO IN ORIGINAL ONAWNOS AND OEST INFORMATION OBTAIN FROM FIELD SURVEY Prepared by: 440.0.0di(la.otb,W,k , �%%wke�Gda aalsnanG q c;f py9tolor Ful lora. aJUon LfRlua /i�ceJ� / afd gX5439 apse(3(IS 075-r.o First Floor Plan 1701 MERIDIAN BUILDING CONDOMINIUM Page 4of9 Exhibit "E3" 0 100 200 'SCALE FEET Oa/e, 4%d7/2007 31 Exhibit 3 (Page 1 of 2) AGREED-UPON PROCEDURES (A) System Utilized by Tenant: The tenant shall utilize a Point of Sales (POS) system that has the capability of tracking transactions by revenue centers. This system shall be capable of providing separate detail for each revenue center, as well as a combined report for the unit in its entirety. For this lease agreement, it is understood that the POS system can or will: 1. Generate various revenue centers, such as Restaurant, Bar, Catering, Merchandising, etc. as applicable; 2. Each revenue center can report sales by time period (e.g., breakfast, lunch and dinner) and type of sales (e.g., food, beer wine, liquor, other beverage, coffee/tea), tax calculations, discounts, voids, guest counts, transaction counts, tips and payments (cash, Visa, MC, Amex, etc.); • Revenue Center shall also report sales by store location as well as reporting City Employee Purchases 3. All daily transactions entered in the POS system will be archived in the system, providing the capability to audit transactions. • City Employee Purchase Transactions shall also record the City Employee ID number. Furthermore, the tenant's accounting team will treat each revenue center with any different rent requirements as its own unit by preparing separate journals to capture gross sales, discounts and payments for each (where applicable). (B) Agreed-upon procedures will includethefollowina: On an annual basis, the tenant shall prepare and deliver to the City, within the time specified in the agreement, a report prepared by a Certified Public Accountant applying these agreed-upon procedures that reflects their findings of their review of the tenant's operations. Such review, and report thereof, shall include the following: 1. ANALYSIS OF OPERATION: Inquire of management and obtain and review documentation on the nature of the tenant's business and the factors that affect sales. Inquire about and document any major changes made during the period. a. Review procedures for recording sales within the Demised Premises. b. Obtain the operating policies and procedures from the tenant. c. Interview key tenant representatives to determine procedures used. d. Observe the utilization and effectiveness of the procedures through periodic site visits to the designated location. 2. ANNUAL STATEMENT OF GROSS RECEIPTS: Obtain the Annual Statement of Gross Receipts schedule for the year ended, prepared in conformity with the agreement. Recalculate lease fees for the period based on sales per the schedule and the terms of the agreement. 3. TIMELINESS OF LEASE PAYMENTS: Verify that the payments were remitted timely in adherence to the due dates designated by the City pursuant to the lease agreement. 32 Exhibit 3 (Page 2 of 2) AGREED-UPON PROCEDURES 4. TEST OF SALES BY REVENUE CENTER, TIME PERIOD AND TYPE OF SALES: Perform an analytical test of sales by obtaining a schedule summarizing sales by revenue center, time period, and type of sales. Obtain or prepare a reconciliation of total sales recorded in the general ledger for the period to the Annual Statement of Gross Receipts schedule provided to the City of Miami Beach. Perform the following procedures: e. Test the analysis by selecting each revenue center and related sub -categories, and compare the amounts shown with those recorded in the sales schedule. Document the items selected for testing. Agree the sales schedule balances to the general ledger. f. Review the analysis, and identify any unusual trends or variations within the period or the prior period. g. Obtain sound business reasons for large variations that are unusual in amount or nature Included in the analysis. 6. TEST OF SALES COMPLETENESS: Perform a test of sales completeness by applying the following procedures: a. Using sales documentation or daily POS reports, select 1 (one) day per month throughout the year, including weekdays and weekends. Document the items selected for testing. Trace a sample of guest checks (sales documentation - including cash sales and credit card sales) to the daily POS recaps. Note the proper handling of any credit memos, etc. b. Agree the summary information on the daily POS recap to proper recording in the general ledger, as appropriate. c. Agree a sample of deposits per the daily POS recap to the bank statements. d. Foot and cross foot a selected number of monthly reports of gross receipts submitted to the City and other linked documents to verify their accuracy. e. Compare total sales for selected months to sales tax returns filed with the applicable taxing jurisdictions. 7. VERIFICATION OF TENANT AREA OPERATIONS: Verify the status of operations within the designated area. a. Conduct site visits to determine the level of operations. b. Review provided documents to determine the period of activity. c. Discuss and document any variances with the tenant for explanation. (C) City Riaht to Review Notwithstanding the foregoing, the City shall retain the right to engage in all or similar reviews delineated above. Tenant agrees that the City, or their designee, shall be provided all necessary documentation to perform the tests, verifications and reviews described above. 33 Exhibit 3.3 Satisfaction Survey (Page 1 of 2) Taste Bakery Cafe Satisfaction Survey *Indicates a response is required. This is an example of a Satisfaction Survey which will be distributed to Miami Beach City Hall Employees. *1. Please rate the quality of the service you received from Taste i - POOR to 5 - EXCEPTIONAL O 1 O 2 O 3 O 4 O 5 *2. Please rate the quality of your meal 1 - POOR to 5 - EXCEPTIONAL O 1 O 2 O 3 04 O 5 *3. Was our restaurant clean? 1 - POOR to 5 - EXCEPTIONAL O 1 O 2 O 3 04 O s *4. Please rate your overall dining experience. 1 - POOR to 5 - EXCEPTIONAL 0 1 O 2 O 3 O4 O 5 Exhibit 3.3 Satisfaction Survey (Page 2 of 2) *5. Please rate the time it took to complete your order 1 - POOR to 5 - EXCEPTIONAL O 1 O 2 O 3 04 O 5 *6. Do you plan to return to our restaurant? 0 Yes O No *7. Would It be beneficial to you for us to extend our hours and stay open later? 0 Yes O No *S. Would it be beneficial to you for u9 to extend our hours and stay open later? 0 Yes O No 9. Any other suggestions or comments? Next 0% completed Powered by AllCounted, Inc. Free Online Surveys for All Exhibit 7.1 Menu/Price Schedule (Page 1 of 2) in TASTE HOUR ALL 1 TASTE SUPERFOOD BOWLS TASTE FAMOUS BRA STEP 1, CHOOSE YOUR BASE Ion pep II Only for the Fittest Etkg Ales, chicken bread, Iresh spinach, roasted red peppers, red anions, worm relk drinled wilrranch dressimg ern The Prolate . FAg whiles, chicken breast, applewood smoked bacon, thicken up deMop, fresh spinoch,red onions, C.' cheddar cheese so The Cali Eggwhilos, cheddar cheese, horsavocado, Iresh spinach, Ionaloes, holm breast, anil hooey dijon souse 999 Tho Super Breakfast Eggs, black bean and corn salsa, chlckea apple sausage. applewood smoked bacon, lopped wiih cheddar 6'pepperjack cheese Am The Medilerranean Breakfast Fgg whlles,sundried toms toes, pesto, spinach. block olives, lopped mil' crumbled Iola cheese om The Lox n' Bo6el, Cream cheese, smoked Salmon, lomoloes,capers, onions, and a lemon wedge on theside 1i97 Salmon Avocado 48 Sandwich , Smoked salmon, hats evocado,2 Iresh eb s, cucumbers, Ce Iresh spinach drlyded wills spiced olive ell n!r0 ChlmlSteak6'NsSirloin des k,2lreslseggs,cllnlickurrisauce, roasted poppers, old cheddar cheese 11:94 The Superpower Breakfast Eggwhites, mushcooms,swisselse ese, opplawood bacon, Loss avocado. fresh spinach, sod salsa oaw Bruschotta,Avoeado Open faced sandwich;llorse-modebruscholla, liars avocado, and fresh mouarells, lopped with balsamic glare, chits seeds and rod pepperllakos rim BUD YOUR BASE BREAKFAST STEP 1: CHO65E YOUR BASE ion pep, 11 s.or150 STEP 2; AHA YOUR EGGS 2Fresh Cracked SunnysideP.ggs•Proll Scrambled kggs Scrambled Egg Kites .l STEP 3: ADD SPREAD ,s=,.s Cream Cheese so holes• Peanut Butter oo'Strawberry Jelly Hamaus .eo Vote ..so'Chimicharrl=sn STEP 4: AAI? MEAT onro,t ApplewoodSmoked Bacon 'Chicken Apple Sasso ChickenBreasi Turkey Breast Bleckfooslllam SidoloSteak .ssn Prooeloiie )0•Smoked Salmon OM STEP 5: ADD CHEESE ,t.,:; Cheddar • Swiss • Americom • Popporjack • Mandrel la Asiago • Fresh Moaarella n Pelts n STEP 6: ADD TOPPINGS .1.,,6 Tomatoes 'Spinach 'Romaine Red Onion Bell Peppers Block Olives Mushrooms Cucumbers Carrots Capers NassAvocado •xrFife Roasted Red Poppets 'so Baby Kale .o Scoop of Quito's-SundriedTomaioes o Brnschetla whin fresh Basil .s STEP 7: SAUCE 11' UP lao,,:s PoblouoAvocado Ranch Salsa.' orhluslard BoIsamlcglare Honey Dijon Acal Bowl , Brad Ilran Acoi berries, blueberries, and apple juice lopped will" ba strawberries, raw honey, and served wllb gronolo on the side ao I'llayaBowl BardlIan Dragoulrnll,pineapple, papaya. maubo,aria almond milk topped with row Lonny, 61004 011(1 strawberries served wills granola on the side mn POWER QA : L a YOGURT Power Oatmeal Sleet •culoatmeal, loasledalmoads,gojiberries, raisins, lnoielnpowder, blueberries and stewed almond milk aria Power to uri Vault,greekyogrulwithtresisslrawlerries,mauves, fresh blueberries, hemp seeds, 6" busts of raw honey with granola cu Ike side am THE tanz tanCOFFEE liOU$E THE COFFEE GDR Our Coffee USI serves the best imported coffee for s rlcli fol Ilsvored rofilc. Served 1101 or iced. Nea,d4t112o) 1.0101100 Ealies-t)aainal-1,66 1 • Ceremel.1-rad l 9101 0)41 appucciao 999 5)15 ale Americana Sim 547r (IA Tea Sten St% 9 laStol Uwl,kStal Espresso SIN 5970 Espresso Macelialo St^,o Sem COLD BREW GOA brewed Iresh and cold steeped 1n•housefor 36 hours In triple distilled walor,our Torte Cold Now Coffee is s ncolh and IuIldleevored, providing a rrrikcshoess you Isavetotaste tobelieve! ff)Or�rev, GVOS-stn TASTE P`ROL/ AS MK Mand Clalted Concoel onsponi the Facie Cope Mocha Chip, Double espresso shot will raw cacao 6' chocolate chips, vanilla peek yogurt and almond milk topped with whipped cream Coco Mocha. Double espressoliL shredded coconuts CP toasted almonds, cocend milk, vanilla grcek yogurLoad chocolale sauce lopped with whipped cream Caramel Peanut, Do1114 espresso shot with caramel sauce, roasted peanuts,almond milk and vanilla reek yogurt lopped wills whipped creonr Wellness Mattes From Ancient Ars recipes, Wellness lotres are not only delicious, they have numerous health henef ts, Regular • 4,99 `large 599 Match, Greta Tea Coconut !Atte, Maiclo ran leo, raw honey, seamed utynl milk _ 1 lslB+etOIYClernOmSpicedChal,Spiced glugerchaff,cinnamon, raw ilk to Ideasdaed unset Freshlgroondlrrnmerle, dash ofblock pepper, (OW boneti eons ialino�}}IInrilk OWUOceoilkctr Row cacao,chrnomoc,dosisnfcayenne pepper. raw homy 36 min Holm Welcome to the Taste Lunch Co" Dinner Menu. Follow the steps fora custom, hond•cro(Led artisan meal made just for you! STAIT rE CHOOSE YOUR ME SALAD . Romaine ' Bab�gg Kele d Spinach Leaves ' MtxedGreens BedolQutuoe .u4 W611Kr1D 9nl000rnaiwwl OrganicBrownRleo WholeWbeatWrep. 9•GrainWheal Bread ' While Comppaaggnie Olive Oil Bundled PocacclaFrench Baguette MaltlgrainClabalta' Bagel' Croissant TEP 8:CHOOSE YOUR TASTE ARTISAN HANDCRAFTED SALADS Served with toast &dressing on the side The Thai Chopped Peanuts, crunchy needles, Tice noodles,ruin slaw. topped with seso me seeds and served with that peanut dressing a99 Tito Ultima() Tomatoes, bassavocadggollberries, lopped with beta cheese && hemp seeds, served wills hooey gingerJimmie 9.99 TieCaosarAsiagocheese and 6arho parmesan crouton, served with lumen ceases dreaded am The Greek Cucumbers, black olives, suadded tomatoes, red oakum, hell peppers, with gopberries awl feta cheese, with gook lel* dresiog 9.99 The San Cabo Cheddar cheese, has avocado, red patens, boiled egg, black bean & cone seise, chta seeds, with avocado ranch armless 999 Ile LOU Aroma .Applewood smoked bacon, taigas, medical dates, toasted almonds, and atalecheese wtlhspiced olive oil dre:sing one The Strawberry Almond• Fresh strawberries, loaded almonds, fresh morsarelle, hemp seeds, wills balsamic vinaigrelte&ening 900 TiePavrer House "Carrots. lomat ocs,cucumbers, hell peppers,cble seeds,mushrooms, Lass avocado, boiled egg,fresh mouorellowith sundried lomatohail Tina lgreilestressing o99 Consuming raw or undercooked meats, poultry, seafood, shellfish, eggs or unpasteurked milk may increase your risk of foadbborne Illness. Exhibit 7.1 Menu/Price Schedule (Page 2 of 2) ARTISAN HANDCRAFTED ENTREES Served with a pickle spear on the side Tie Italian',Fresh tomatoes, basil leaves, roasted red peppers, apt each, fresh mozzarella and pasto 999 Tie Avocado Club Romaine, tomatoes, opplewoodsmoked bacon, bass avocado, swiss cheese, end avocado ranch dressing 999 The Ring .'Musbroonu,bell peppers,red onions, and jaiepenos, Ilght mayonnaise lopped with melted emerlcaar7'swisscheese ae9 Tho Sidllan r House -made bruschelte, Iresh ball, fresh mouarello, topped with balsemicglare 999 The Parm-3 Cheese & Basil marinarasauce topped with fresh basil, fresh spinach, end melted estago cheese 999 T19OParmhouse,. Baby kale, carrots, tomatoes, cucumbers, bass avocado, Lummus, cilia seeds & sundries! tomato hasilvinetgrette cue The Texas Toma toes, red onions and fresh spinach topped with melted pepporjockcheese and smolheredwllhChipolle BBQ Sauce a99 The Buffalo ions ion radONION, topped with bleu cheeseslaw mid smothered with 1renk'sRed Hot Buffalo Sauce 999 The Hansa Applawoodsmokedbacon, pickles, mustard, mayoonaie, red oalans,jelepeno,topped with melted swiss cheese. too STEP 3; CHOOSE YOUR PROTEIN Our protein selection offers top quality products to combine with ourTaste&comploteyourmoster iece Oven Roasted Black Forest Ham ' Alt -White Chicken Breast Oven Roasted Tolley Breast ' Atlantic Salmon Soled q Geji Berry &'Toasted Almond Chicken Soled Eos Slrlolo Sleek 44 Cbipodo Black Bean & Com Veggie Berges Seasoned Baked Alla nllcSolmoa Filet sT' Mallen Prosciutto +) STEP 4 CHOOSE YOUR SDE ,„ Scoop of food GarlicBagolCrisps' Avocado Ranch Coledsw Baro Chips' Home Potato Salad' Home Baked Cookie its Our prensum,tIP early soups a yareserve�wi asideofour house -made bagel chtps,Cupof Soup B350 Bowl of Soup $4.0 Upgrade any Taste House option to a combo for a complete areal! Ad9 Side + 20os Soda / Fresh Iced Tea /Snapple / Dasant ss Any Side +10osSmoo 37 Cop of Sou +%es a/Prosh iced Tea Soup assent +4 Any Side + Fresh Ju ice 'e s a lOorur+ cuorern 0 Madneas"Maugo, be bona, pl neapplo, & peach juice Blue last "Bluelscuries, haamid, strawberries, &peachjuice Peanut Blast "Banaoas,peanuts, strawberries, almond milk & a touch of raw !Toy Date a Almond Banaaos, modJool dates, toasted almonds, & almond milk 1Dro6onfrrait Deluxe s Pita ye, banana, pineapple, chia seeds & cornea weber Sunshitie Refresher Papaya, strewberrles,banana, pineapple juice & a touch of raw hooey SolarEnorgg ,,Avocado, poneepple,greek yogurt,baby kale, coconut milk & a touch of raw hooey Malibn Preece • Pineapple, bane ore, cocoon i mills, splash of lime, shreddedcocesuts Strawberry Coil Strawborry,goJI berries, spitacL, raw honey, & almond milk Mus410 Beach. Sirewkerry,oraages,kenane,coconut water Tho AnHAgtng-Pineapple, heoeua, turmeric, cinnamon, ginger,ekia seeds, a touch of raw honey, and coconut milk Adda Protein Shot to oily smoothie. $1.50 Our delicious juices are made to order horn the freshest hand. picked ingredtonts,Served by 20os V99 Meas: {Goon Machin .Kale,celery, green apples, lemon, cucumbers Detoxon Ito Rox,Cucurakers,green apples, beets Hetl*l Anger'' Green apples, lemon, rootlet, topped with bail PaatostlePour . Celerq,green apples, heels, sada shot of spirulloa Orange Blush Oranges, strowbediet green apples SoBo Sten ,Crepebulls,cerrole,ginger Kalelidoas Baby kale, spinach, carrots,grepolroits Pratt Poch 0Pineapple,dram' apple, oranges, arid strawberries Cleo Cltns 0Kale, oelerg,oranga,and pineapples Power Ups . Ginger +oo ' Spirullna azo 'Turmeric ,ee '6(4 'uo THE TASTE =i a },. SHOTS Served with an orange wedge chaser CiagorShot • Noe icgingerwtikatouch ollemon &' raw honey s Tho Super Shot .-tarmerlc,glager,lemon, and a Bosh of cayenne pepper Chia Shot Chia aeedswnILtreskapp.°Juice 3 The SpinitnaShot "splrulIna with orange, Iemonoudtaw honey > Exhibit 8.4 (Page 1 of 1) LANDLORD IMPROVEMENTS 1. Close the existing demising wall to fully separate the west portion of Unit 4 from the Demised Premises, as shown in Exhibit 1, including separating the restrooms, by performing any necessary demolition, construction, electrical, plumbing, repairs and paint. 2. Relocate the intake for the HVAC servicing the Demised Premises into the Demised Premises. 3. Relocate the HVAC controller for the HVAC servicing the Demised Premises into the Demised Premises. 4. Install one single point of use water heater for the bathroom in the westerly portion of Unit 4 (a/k/a 775 17th Street). 38