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Amendment No.1 to lease Agreement with SOBE TOSCANA, LLC DocuSign Envelope ID:4E1 CD95B-40C8-4B19-BFDO-AOAA55E18D90 AMENDMENT NO. 1 TO LEASE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND SOBE TOSCANA, LLC This Amendment No. 1 (Amendment) to Lease Agreement, dated May 25, 2018 (Lease), by and between the CITY OF MIAMI BEACH,a municipality existing under the laws of the State of Florida, having its principal place of business at 1700 Convention Center Drive, Miami Beach, Florida 33139 (Landlord), and SOBE TOSCANA, LLC, a Florida limited liability company, having its principal place of business at 22 Washington Avenue, Miami Beach, FL 33139 (Tenant), is entered into this 17 day of December 2021. RECITALS WHEREAS, pursuant to Resolution No. 2017-29941, the City and Tenant entered into a Lease on August 9, 2017; and WHEREAS, said Lease having an initial term of five (5) years, commencing August 1, 2017, and ending July 31, 2022, with one (1) option of four (4) years and nine (9) months; and WHEREAS, the Tenant communicated to the City their expansion within the adjacent Restaurant at 816 Commerce Street space; and WHEREAS, prior to expiration of the initial term, the Tenant expressed an interest to exercise the sole renewal term for a period of four(4) years and nine months; and WHEREAS, on October 13, 2021 the Mayor and City Commission adopted Resolution No 2021-31886, approving Amendment No.1 to the Lease, approving the sole renewal of the Lease and further modifying the Termination for Convenience clause, as more particularly set forth herein NOW THEREFORE, in consideration of the mutual promises and conditions contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Landlord and Tenant hereby agree to amend the Lease as follows: 1. ABOVE RECITALS. The above recitals are true and correct and are incorporated as part of this Amendment 2. MODIFICATIONS. The Agreement is hereby amended (deleted items st +sk- h and inserted items underlined) as follows: scanned APR 0 6 2022 DocuSign Envelope ID:4E1CD95B-40C8-4B19-BFDO-AOAA55E18D90 (a) The City hereby approves the sole renewal option of the Lease, commencing August 1, 2022 and ending May 31, 2027, based upon Tenant's agreement to pay the Renewal Rent. (b) Section 2.3 of the Lease is hereby modified as follows: 2.3 Termination for Convenience. This Lease may be terminated,in whole or in part,by the City,for convenience and without cause, upon the furnishing of sixty (60) days prior written notice to Tenant. Notwithstanding the foregoing, the City shall not exercise this Termination for Convenience within the#irk three{3 yearo4f41eTecm. without prior formal consent from the City Commission. In the event of termination by the City pursuant to this subsection, 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. (c) This Lease is amended to add a new Section 3.1.3(Renewal Rent) 3.1.3 Renewal Rent. Base Rent for the renewal term, commencing on August 1, 2022 and expiring on May 31, 2027, based upon the total leasable space of 2.216 square feet, shall be as follows: Months of Term PSF Monthly Base Rent Base Rent Priod August 1,2022 -July 31,2023 $ 26.50 $ 4,893.67 $ 58,724.00 August 1,2023 -July 31, 2024 $ 27.30 $ 5,040.48 $ 60,485.72 August 1,2024-July 31,2025 $ 28.11 $ 5,191.69 $ 62,300.29 August 1,2025-July 31,2026 _$_ 28.96 $ 5,347.44 $ 64,169.30 August 1,2026-May 31,2027 $ 29.83 $ 5,507.86 $ 66,094.38 (1) A new Section 35 (Inspector General Audit Rights) is hereby added to the Lease, as follows: 35. Inspector General Audit Rights. 35.1 Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established the Office of the Inspector General which may, on a random basis, perform reviews, audits, inspections and investigations on all City contracts, throughout the duration of said contracts. This random audit is separate and distinct from any other audit performed by or on behalf of the City. 35.2 The Office of the Inspector General is authorized to investigate City affairs and empowered to review past, present and proposed City programs, DocuSign Envelope ID:4E1CD95B-40C8-4B19-BFDO-AOAA55E18D90 accounts. records, contracts and transactions. In addition. the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects and programs. Monitoring of an existing City project or program may include a report concerning whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Tenant. its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. 35.3 Upon ten (101 days written notice to the Tenant, the Tenant shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General is empowered to retain the services of independent private sector auditors to audit, investigate, monitor. oversee. inspect and review operations activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposall submittals, activities of the Tenant its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. 35.4 The Inspector General shall have the right to inspect and copy all documents and records in the Tenant's possession. custody or control which in the Inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project-related correspondence, memoranda, instructions, financial documents, construction documents, (bid/proposal) and contract documents, back- change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records. 35.5 The Tenant shall make available at its office at all reasonable times the records. materials, and other evidence regarding the acquisition (bid preparation) and performance of this Agreement, for examination, audit,or reproduction, until three(3)years after final payment under this Agreement or for any longer period reguired by statute or by other clauses of this Agreement. In addition: (a) If this Agreement is completely or partially terminated, the Tenant shall make available records relating to the work terminated until three (3)years after any resulting final termination settlement; and DocuSign Envelope ID:4E1CD958-40C8-4B19-BFDO-A0AA55E18D90 (b) The Tenant shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this Agreement until such appeals, litigation, or claims are finally resolved. 35.6 The provisions in this section shall apply to the Tenant, its officers agents, employees, subcontractors and suppliers.The Tenant shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Tenant in connection with the performance of this Agreement. 35.7 Nothing in this section shall impair any independent right to the City to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the City by the Tenant or third parties. RATIFICATION. Except as amended herein, all other terms and conditions of the Lease shall remain unchanged and in full force and effect. In the event there is a conflict between the provisions of this Amendment and the Lease, the provisions of this Amendment shall govern. DocuSign Envelope ID:4E1CD95B-40C8-4B19-BFDO-AOAA55E18D90 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their appropriate officials, as of the date first entered above. FOR LANDLORD: CITY OF MIAMI BEACH ::TE ; aty ST: Clerk Alina T. Hudak, City Manager 12/16/2021 I 2:54 PM EST Date FOR TENANT: SOBE TOSCANA, LLC. ATTEST: By. -- retary Pr dent GATy6Aiiv Agg.i&+H t rint Na e Print Name 021, _ Datll ►012_-- 0,4 - �� fir, DocuSign Envelope ID.4E1 CD95B-40C8-4B19-BFDO-AOAA55E18D90 RESOLUTION NO. 2021-31886 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE LEASE AGREEMENT DATED AUGUST 9, 2017 BETWEEN THE CITY (LANDLORD) AND SOBE TOSCANA, LLC, (TENANT) FOR THE USE OF APPROXIMATELY 2,216 SQUARE FEET OF CITY OWNED UNIMPROVED LAND, LOCATED AT 22 WASHINGTON AVENUE,MIAMI BEACH,FLORIDA,CURRENTLY USED AS AN OUTDOOR SEATING AREA FOR THE ADJACENT EXISTING RESTAURANT LOCATED AT 816 COMMERCE STREET; SAID AMENDMENT APPROVING THE FIRST AND FINAL RENEWAL TERM OF FOUR YEARS AND NINE MONTHS, AT THE CITY'S SOLE DISCRETION AND FURTHER MODIFYING THE TERMINATION FOR CONVENIENCE PROVISION. WHEREAS, the City and Sobe Toscana LLC (Tenant) are parties to a Lease Agreement, dated August 9, 2017 (Lease), involving the use of approximately 2,216 square feet of City owned land,located at 22 Washington Avenue, Miami Beach, Florida(Demised Premises); and WHEREAS, the Demised Premises is adjacent to an existing restaurant leased by',the Tenant with a private landlord, located at 816 Commerce Street (Restaurant at 816 Commerce Street)which is used as an outdoor seating area for Sobe Toscana, LLC.; and WHEREAS, the use of the Demised Premises is ancillary to the Tenant's use of!the Restaurant at 816 Commerce Street; and WHEREAS, the Restaurant at 816 Commerce Street accommodates approximately 125 people and the Demised Premises accommodates outdoor seating for an additional 85 people; and WHEREAS, in 2020,the Tenant amended their lease for the Restaurant at 816 Commerce Street to incorporate and expand their interior seating to the second floor of the Restaurant at 816 Commerce Street, and to extend their lease through 2040; and WHEREAS, the Lease between with the Tenant and the City is set to expire on July 31, 2022; and WHEREAS, the Tenant has expressed its desire to currently exercise the first renewal option, commencing on August 1, 2022 and ending on May 31, 2027(Renewal Term); and WHEREAS, the Renewal Term would require amending the Lease as it exceeds, the maximum "Notice to Landlord" of 180 days stipulated in the Lease; and WHEREAS, the Tenant has expressed concerns regarding the Termination. for Convenience clause, based upon the extensive improvements that Tenant has made and is making to the Restaurant at 816 Commerce Street, and has requested for the removal or modification of this provision; and WHEREAS, in order to address these concerns, the Administration is amenable to adding a clause requiring the Mayor and City Commission to approve any termination for convenience under the Lease; and DocuSign Envelope ID 4E1 CD95B-40C8-4B19-BFDO-AOAA55E18D90 WHEREAS, pursuant to the Lease, the Renewal Rent may be based upon a percentage of gross receipts or may continue to be assessed as a fixed annual rent, based upon the fair market rent at the time, and subject to annual escalations by three percent(3%); However, atlno time will the Base Rent during the Renewal Temi be less than the rent for the previous Lease year plus the three percent(3%)escalation; and I WHEREAS,the City conducted an appraisal for the Demised Premises on September 18, 2021and the appraiser determined the market rent to be at$26.50 per square foot(PSF). , The proposed Base Rent schedule for the Renewal Term is illustrated in the following chart: I Months of Term PSF Monthly Base Rent Base Rent Priod August 1,2022-July 31,2023 $ 26.50 $ 4,893.67 $ 58,724.00 i August 1,2023-July 31,2024 $ 27.30. $ 5,040.48 $ 60,485.72 August 1,2024-July 31,2025 $ 28.11 $ 5,191.69 $ 62,300.29 1 August 1,2025-July 31,2026 $ 2&96 $ 5,347.44 $ 64,169.30 August 1,2026-May 31,2027 $ 29.83 $ 5,507.86 $ 66,094.38 WHEREAS, due to location, limited size and shape, the Demised Premise is best suited as a complimentary seating area for the Restaurant at 816 Commerce Street; and 1 WHEREAS, based upon the foregoing, the Administration recommends that the Mayor and City Commission approve and authorize the City Manager and City Clerk to execute Amendment No. 1 to the Agreement incorporated herein by reference and attached to the City Commission Memorandum accompanying this Resolution as Exhibit"A"; NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission approve and authorize the City Manager and City Clerk to execute Amendment No. 1 to the Lease dated August 9, 2017 between the City (Landlord) and Sobe Toscana, LjLC, (Tenant)for the use of approximately 2,216 square feet of City owned unimproved land, located at 22 Washington avenue, Miami Beach, Florida, currently used as an outdoor seating area for adjacent existing restaurant located at 816 Commerce Street; said Amendment approving the first and final renewal term of four years and nine months, at the City's sole discretion, and further modifying the termination for convenience provision. I PASSED and ADOPTED this /.3 day of &TAY 2021. 12.11 — Dan Gelber, Mayor ATTET. 2:/ii OCT 1 5 2021 APPROVED AS TO FORM&LANGUAGE RafaelE. Granado, City Clerk &.FOR EXECUTION 3 % fpaa e /l.1—� Zi AI RATED; ,,. ;^y' CI Attamey ur Date Granado, Rafael From: Chamberlin, Adrian Sent: Thursday, December 16, 2021 3:04 PM To: D'Agostin, Charles Cc: Granado, Rafael Subject: Margarita Kruyff Hi guys, Margarita is currently on the Sustainability Committee as Micky's holdover appointee. She reached out to the Mayor's Office requesting appointment to his vacancy created by Jeremy Waks, and the Mayor agreed to appoint her as his appointee in that vacancy. Best, MIAMIBEACH Adrian Chamberlin Aide to Mayor Dan Gelber OFFICE OF THE MAYOR AND COMMISSION 1700 Convention Center Drive,4th floor, Miami Beach, FL 33139 Tel: 305-673-7000 ext. 26292/786-914-5306 (cell)/www.miamibeachfl.gov/AdrianChamberlin@miamibeachfl.gov We are committed to providing excellent public service and safety to all who live, work and play in our vibrant, tropical, historic community. 1 DocuSign Envelope ID:4E1CD958-40C8-4B19-BFDO-AOAA55E18D90 M I ^ M I BEACH E ^ Cu ","r Contract/Document Routing Form Amendment No 1 to Lease Agreement between the City and Sobe Toscana LLC Facilities and Fleet Management Adrian Morales Lester SolaM....., --.- T-r-2r2V(// JJ ' New Contract I Amendment Change Order 5ervice/Trder ' iOthe Amendment No.1 to the Lease Agreement between the City and Sobe Toscana LLC, pursuant to Resolution No. 2021-31886 approved at the October 13, 2021 commission meeting, exercising early the first renewal option and further modifying the Termination for Convenience clause. 5 Years I 1 (4 years and 9 months)option 9 Year and 9 Months j Grant Funded: Yes i No I State i rederal Other 1 Yes ) No 2 Yes No 3 Yes No 4 Yes No 5 Yes No 1.For contracts longer than five years,contact the Procurement Department. 2.Attach any supporting explanation needed. City Commission Approved: Yes No Resolution No.: Commission Item Meeting Date: V No.: 2021-31886 C7E October 13,2021 If no,explain why: Legal Form Approved: ,/ Yes No If no,explain below: Procurement N/A n fs Risk Management N/A N/A Fleet and Facilities N/A Ozzie Dormnguez Grants N/A N/A iiiiiiYYYYYY GOB N/A N/A Budget N/A N/A IT N/A N/A I.The purpose of this form is to ensure that an City requirements have been vefiftett prior M the executers of a contract by ttie City eager or,as delegated.Assistant City Managers. 2.For any item that,evolves the purchase of goods and seances,this form must be,nitiated by the Requestrng Department(mete CAO's form approval)and tuhrn,tted to the Procurement rc;::,8u u.,t..