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Amendment NO.1 to Lease with Open Vision One, LLC DocuSign Envelope ID:F246E058-6EC5-4105-A762-EF2FA5EDA9C6 DocuSign Envelope ID:OBDAAO49-E37B-4964-826D-DDE52EC85E82 Ca` r I�otttenFcut�rgorcr MIAMI BEACH. ��� <. _ `ontia ' :" nti " a Pn • s. q Sn M a as G3 t :;: v •,. Amendment No. 1 to Lease with Open Vision One, LLC *eaatract ft .. , _ ®` Facilities and Fleet Management D,e.a of a to 41ttltn40.1 • jam,, 4 ,ut =.: a Elizabeth Miro,Interim Director / M EricT.Carpenter A� e•L3AbE14tl I14btl411.. �� z "®'4..�e �. Grt a P,~,:..bl1e kyy;;� a� Thiq _ Type 1-Contract,amendment,change order or task order resulting from a procurement-issued competitive solicitation. Type 2-Other contract,amendment,change order or task order not resulting from a procurement-issued competitive solicitation. Type 3-Independent Contractor Agreement(ICA) X Type 6-Tenant Agreement Type 4-Grant agreements with the City as the recipient Type 7-Inter-governmental agency agreement Type 5-Grant agreements with the City as the grantor Other: Attached for your signature,please find Amendment No.1 to the Lease Agreement between the City and Open Vision One,LLC(Tenant).Pursuant to Resolution No.681-2023,said Amendment is reducing the concession fee for use of an outside seating area,adjacent to the premises,from the minimum rent of$75.00 psf to$30.00 psf,bringing the concession fee in line with the fees currently charged by the City's Sidewalk Cafe program.Additionally,clarifying the language on the Lease,that the Tenant will be required to make Operating Expenses payments during the approved rent abatement period(months 2-13)pursuant to resolution No.673-2022. - FE.�...R.U?vr} .; - .e ,.. "-'' l • V..,, _. 9 years 364 Days n/a 9 years 364 Days ' "d ,,,..w.. �#h.�, .t`es ,t. #. gE U: 0. a� Grant Funded: Yes x No State Federal Other: ,y��yam-y� s �. � /�^��- � ..�' 1�tt ,,�4' n�3�>> y�:.y"' yflrGe ���$a w ¢'}�x /�,� y.�g�.�s1���y+ =.,1-jl;.J,t^i ""$'". +4. 11�J_ :1Y 3:Y� xC:,S F, ..' ' r •'j t`y" .3a,.§"< a'w. <. >4�°1 Y%.t.11- I('9- . 1h-71IC lIL [i 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. 3. Budget approval indicates approval for current fiscal year only. Future years are subject to City Commission approval of annual adopted operating budget. City Commission Approved: x Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date: 681-2023 RDA 1 5/17/23 If no,explain why CC approval is not required: Legal Form Approved: x Yes No If no,explain below why form approval is not necessary: Procurement: Grants: Budget: Information Technology: ,—DocuSijned by: Risk Management: Fleet&Facilities: Ozzie Dominguez NWi• \-96e00,10e670417 Human Resources: Other: DocuSign Envelope ID:F246E058-6EC5-4105-A762-EF2FA5EDA9C6 AMENDMENT NO.1 TO LEASE • BETWEEN THE MIAMI BEACH REDEVELOPMENT AGENCY • AND OPEN VISION ONE,LLC This Amendment No. 1 (Amendment)to the Lease, dated January 13, 2023(Lease), by and between the Miami Beach Redevelopment Agency(RDA), a Public Body Corporate and Politic and existing under the laws of the State of Florida, having its principal place of business at 1700 Convention Center Drive, Miami Beach, Florida 33139("Landlord"),and Open Vision One, LLC, a Florida limited liability company, having its principal place of business at 1560 Collins Avenue, Suites 3 and 4, Miami Beach, FL 33139("Tenant"), is entered into this 7 day of it , 2023: RECITALS WHEREAS, on January 13, 2023, pursuant to Resolution Number 673-2022, the RDA("landlord")and Tenant entered into a lease,entitled Anchor Shops at South Beach Retail Lease, for the operation of a fine dining restaurant at 1560 Collins Avenue, Suites 3 and 4("Premises")(the"Lease");and WHEREAS,the initial Lease term is for nine(9)years and 364 days,commencing on January 25, 2023, when possession of the Premises was delivered to Tenant ("Commencement Date")and ending on January 23, 2033;and WHEREAS, on September 14, 2022, the Chairman and Members of the Miami Beach Redevelopment Agency adopted Resolution No.673-2022, modifying the abatement of the base Minimum Rent payments for months two(2)through thirteen(13) from the rent commencement date;and WHEREAS,Tenant has begun the renovation of the Premises and the restaurant is expected to remain closed during the renovation process, until the summer of 2024; and WHEREAS, under the current Lease provisions,in the event, the Tenant desires to use the outdoor area within the footprint of Landlord's property,adjacent to a portion of the Premises,for outdoor seating("Outdoor Concession Area"),the Tenant is required to execute a separate Concession Agreement and the square footage allowable is subject to approval by the Executive Director, as well as all other governmental City approvals; with the additional square footage being subject to the current base Minimum Rent rate, and applicable sales tax for the year implemented.The current base Minimum Rent rate is$75 per square foot(PSF);and WHEREAS, use of the Outdoor Concession Area is an essential component to Tenant's operation of the restaurant; and WHEREAS,given the cost and time for the buildout of a floor-to-ceiling remodel of the space,at the Tenant's sole cost and expense;the Tenant has requested to amend the Lease to reduce the Concession Fee rate for use of the Outdoor Concession Area from $75 PSF to $30 PSF plus applicable sales tax for the first year following Rent Commencement, subject to escalations thereafter equal to 3% per year;and 1 DocuSign Envelope ID:F246E058-6EC5-4105-A762-EF2FA5EDA9C6 WHEREAS, on May 17, 2023, the Chairman and Members of the Miami Beach Redevelopment Agency adopted Resolution No. 681-2023, approving Amendment No.1 to the Lease, granting Tenant the requested modification, as more particularly set forth herein;and WHEREAS,the parties wish to clarify the Rent Abatement language,as contained in paragraph 14 of the Lease Summary, which originally only referenced Minimum Rent, and should have also included the Concession Fee payment, to the extent a Concession Agreement was In effect,and the Percentage Rent payment,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 etrusk- eugh and inserted items underlined)as follows: (a) Paragraph 12 of the Lease Summary is hereby amended to read as follows: 12. Outdoor Concession Area(Section 1.1): Tenant may be permitted to use the sidewalk outside area, adjacent to a portion of the Premises for outdoor seating, subject to the prior written approval of the Executive Director, as well as all other required gOVeffIfTlefftalulato approvals;Tenant shall be required to execute a Concession Agreement for such use;and the additional square footage shall be subject to a Concession Fee equal to ,$30.00 per square foot, effective as of the Rent Commencement Date, and thereafter subject to v escalations in increments of three percent(3%)per year,similar to Minimum Rent, =' plus applicable sales tax. (b) The fourth section of paragraph 14 of the Lease Summary is hereby .s deleted in its entirety and replaced with the following new section:• Rent Abatement: During Months 2-13 from the Rent Commencement Date f"Abatement Period'. Tenant shall not be required to pay the monthly Minimum Rent payment, Concession Fee payment,or Percentage Rent payment that would otherwise be due: however. Tenant shall be required to pay the Operating =_ Expenses payment. 3. RATIFICATION. Except as amended herein, all other terms and conditions of the Lease shall remain unchanged and in full force and effect. In the event there is a conflict • DocuSign Envelope ID:F246E058-6EC5-4105-A762-EF2FA5EDA9C6 between the provisions of this Amendment and the Lease, the provisions of this Amendment shall govern. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. 3 DocuSign Envelope ID:F246E058-6EC5-4105-A762-EF2FA5EDA9C6 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their appropriate officials,as of the date first entered above. FOR LANDLORD: THE MIAMI BEACH REDEVELOPMENT AGENCY ATTEST: DomSigned by: [144 f. anun a o L ,� Al / By: FAB8BAOBFB5E4CF... Rafael E.Granado,Secretary A a T.Hudak, Exec ve Director By: Print Name Date . FOR TENANT: OPEN VISION ONE,LLC ATTEST: ‘ --------/ -3. By: 4c V.)pi( 1. e- ketc &- Print Nam Print Name and Title By: ka l A-`riarato s I Print Nam 3 Oci I`f /202� Date I APPROVED AS TO FORMS LANGUAGE i ::is 'O ELUTION 4 06((Ri General Counsel gm. Date 1 4 DocuSign Envelope ID:F246E058-6EC5-4105-A762-EF2FA5EDA9C6 DocuSign Envelope ID:OBDAA049-E37B-4964-826D-DDE52EC85E82 RESOLUTION NO. 681-2023 A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY (RDA), ACCEPTING THE RECOMMENDATION OF THE CITY'S FINANCE AND ECONOMIC RESILIENCY COMMITTEE AND APPROVING AMENDMENT NO. 1 TO THE LEASE AGREEMENT BETWEEN THE RDA (LANDLORD) AND OPEN VISION ONE, LLC (TENANT), FOR THE USE OF APPROXIMATELY 4,236 SQUARE FEET OF GROUND FLOOR RETAIL SPACE AT THE ANCHOR SHOPS AND GARAGE, AS A FINE DINING RESTAURANT LOCATED AT 1560 COLLINS AVENUE, SUITE NOS. 3-4; SAID AMENDMENT REDUCING THE CONCESSION FEE FOR USE OF AN OUTSIDE SEATING AREA, ADJACENT TO THE PREMISES, FROM THE MINIMUM RENT RATE OF $75.00 PSF TO $30.00 PSF, PLUS ESCALATIONS EQUAL TO 3% PER YEAR, BRINGING THE CONCESSION FEE IN LINE WITH THE FEES CHARGED BY THE CITY FOR SIMILAR USES PURSUANT TO ITS SIDEWALK CONCESSION AGREEMENTS. WHEREAS, the Miami Beach Redevelopment Agency (the 'RDA") is a public body corporate and politic, which owns that certain project commonly known as the "Anchor Shops", containing a garage and ground floor retail spaces located in the area bounded by Washington Avenue and Collins Avenue, in the proximity of 16' Street; and WHEREAS, the RDA (Landlord) and Open Vision One, LLC ("Tenant") are parties to a Lease agreement dated January 13, 2023, pursuant to Resolution No. 673-2022, for use of the retail spaces at the Anchor Shops, located at 1560 Collins Avenue, Suites Nos. 3-4("Premises"), as a fine dining restaurant (''Lease"); and WHEREAS, the Lease term is for nine (9) years and 364 days, commencing on January 25, 2023, when possession of the Premises was delivered to Tenant ("Commencement Date"), and expiring on January 23, 2033; and WHEREAS, the Tenant began renovation of the Premises to convert the former retail space to a new, fine dining venue at the Tenant's sole cost and expense, and the Premises is expected to remain closed during the renovation process until the summer of 2024; and WHEREAS, under the current Lease provisions, in the event the Tenant desires to use the exterior area within the footprint of Landlord's property, adjacent to a portion of the Premises, for outdoor seating ("Outside Concession Area"), the Tenant is required to execute a separate Concession Agreement; the square footage allowable would be subject to approval by the Executive Director, as well as all other governmental City approvals (if necessary): and the additional square footage of the Outside Concession Area would be subject to the Minimum Base Rent rate, and applicable sales tax, at the time implemented,which is currently$75.00 per square foot(PSF); and WHEREAS, on December 14, 2022, the Chairperson and Members of the Miami Beach Redevelopment Agency adopted Resolution No. 680-2022 approving a lease agreement for the adjacent space located 1560 Collins Avenue, Suite Nos. 1-2 with Collins 1560, LLC d/b/a Lime Tree Café ("Lime Tree"), an affiliate of Tenant (the "Lime Tree Lease"); and WHEREAS, the lease term for the Lime Tree Lease and this Lease run concurrently; and DocuSign Envelope ID:F246E058-6EC5-4105-A762-EF2FA5EDA9C6 DocuSign Envelope ID:OBDAA049-E37B-4964-826D-DDE52EC85E82 WHEREAS, having these two restaurants in close proximity could provide the operator with cost saving opportunities and increases the opportunity to be successful at both locations; and WHEREAS, the Lime Tree lease also allows for the use of the exterior area within the footprint of Landlord's property, adjacent to a portion of Lime Tree's premises, and requires Lime Tree to execute a separate Concession Agreement,subject to the initial rental rate of$30.00 PSF, subject to escalations equal to three percent(3%)per year; and WHEREAS, the Outdoor Concession Area is an essential component of Tenant's restaurant operation and, as such, Tenant requested an amendment to the Lease to adjust the Concession Fee for use of the Outside Concession Area from $75.00 PSF to $30.00 PSF, plus applicable sales tax,for the first year following Rent Commencement,with escalations thereafter equal to 3% per year, which would bring the Concession Fee in line with the City's Sidewalk Concession Agreements; and WHEREAS, this item was discussed at the April 21, 2023 Finance and Economic Resiliency Committee (FERC) meeting and the Committee recommended in favor of approving an amendment to the Lease to place the Concession Fee in line with the concession fee contained in the Line Tree Lease and the City's Sidewalk Concession Agreements; and WHEREAS, the Administration recommends accepting the recommendation of the FERC and approving Amendment No. 1 to the Lease, incorporated herein by reference and attached to the City Commission Memorandum accompanying this Resolution as Attachment"A". NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY, that the Chairperson and Members of the Miami Beach Redevelopment Agency hereby accept the recommendation of the City's Finance and Economic Resiliency Committee and approve Amendment No. 1 to the Lease agreement between the RDA (Landlord) and Open Vision One, LLC (Tenant), for the use of approximately 4,236 square feet of ground floor retail space at the Anchor Shops and Garage, as a fine dining restaurant located at 1560 Collins Avenue, Suite Nos.3-4;said amendment reducing the Concession Fee for use of an outside seating area adjacent to the Premises, from the Minimum Rent rate of$75.00 PSF to$30.00 PSF, plus escalations equal to 3% per year, bringing the Concession Fee in line with the fees charged by the City for similar uses pursuant to its Sidewalk Concession Agreements. �/ PASSED and ADOPTED this '1 day of mA/ 2023. ATTEST: j Dan Gelber, Chairperson *1/4----(// C �. u Rafael E�Granado, Secretary T.R.4, :.PDROVEO. S TO .• ,ORM it LANGUAGE °" vo.... _ FOR EA ECU r1,7^t .rn�`�"y a`a�C L,cl F:'.J! ic. :))r� 7 'f Z i ' L,3 7: ''''L r-±2....- DocuSign Envelope ID:F246E058-6EC5-4105-A762-EF2FASEDA9C6 • DocuSign Envelope ID:OBDAA049-E37B-4964-826D-DDE52EC85E82 • RESOLUTION NO 673-2022 • A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY (RDA), AMENDING RESOLUTION NO. 671-2022, RELATING TO A LEASE AGREEMENT BETWEEN THE RDA (LANDLORD) AND OPEN VISION ONE, LLC (TENANT), FOR USE OF • APPROXIMATELY 4,236 SQUARE FEET OF GROUND FLOOR RETAIL SPACE AT THE ANCHOR SHOPS AND GARAGE, AS A FINE DINING RESTAURANT, LOCATED AT 1560 COLLINS AVE, SUITE NOS. 3-4 (PREMISES); SAID AMENDMENT CORRECTING THE ESSENTIAL TERMS OF THE LEASE AGREEMENT,AS MORE PARTICULARLY SET FORTH IN THIS RESOLUTION, WHICH MODIFICATION,IN MATERIAL PART, INCLUDES AN ABATEMENT OF THE MINIMUM BASE RENT PAYMENTS FOR MONTHS TWO (2) THROUGH THIRTEEN (13) FROM THE RENT COMMENCEMENT DATE, WHILE TENANT COMPLETES THE BUILD-OUT OF THE PREMISES, ESTIMATED TO COST APPROXIMATELY$1.5 MILLION. WHEREAS, the Miami Beach Redevelopment Agency (the "RDA") owns that certain project commonly known as the "Anchor Shops", containing a garage and ground floor retail spaces located in the area bounded by Washington Avenue and Collins Avenue, in the proximity of 16th Street; and WHEREAS, pursuant to a Professional Service Agreement with the City of Miami Beach (the "City"), CBRE, Inc. is authorized to provide real estate brokerage services for the City, and served as the listing agent for the ground floor retail space at the Anchor Shops, located at 1560 Collins Avenue, Suite 3-4(Premises); and WHEREAS, as a prospective tenant for the Premises, CBRE identified Open Vision One, LLC, a Florida limited liability company(Tenant); and WHEREAS,Tenant will be retaining Chef Soumen Banerjee,who has most recently been the Director of Culinary Development for Carnival Cruise Lines for over 23 years; and WHEREAS,as part of lease negotiations,the Tenant provided a sample menu,marketing materials, and financial statements, which are set forth as exhibits to the City Commission Memorandum accompanying this Resolution; and WHEREAS, subsequent to negotiations,the Tenant executed a Letter of Intent containing the essential terms and conditions outlined below: Premises: 1560 Collins Avenue, Suite 3-4, Miami Beach, Florida 33139; Size: Approximately 4,236 rentable square feet; Term: Nine(9)years and Three-Hundred Sixty-four(364)days; Renewal Options: None; Lease Commencement Date: The Lease Commencement will be date Landlord delivers possession of the Premises to Tenant; Rent Commencement Date: The Rent Commencement Date shall be the earlier of: (1) 180 days following the Lease Commencement Date or (2) the date any portion of the Premises opens for business; Minimum Base Rental Rate: $75.00 per rentable square foot, plus applicable sales tax; DocuSign Envelope ID:F246E058-6EC5-4105-A762-EF2FA5EDA9C6 DocuSign Envelope ID:OBDAA049-E37B-4964-826D-DDE52EC85E82 $317,700 per year; $26,475 per month; Percentage Rent: Six percent (6%) over the natural breakpoint of $5,295,000 for first Lease Year, and resets again each subsequent Lease Year, based upon the Base Rent for each subsequent Lease Year; Annual Rent Increases: The base rental rate shall be increased by three percent(3%) annually; Operating Expenses: Tenant shall pay its pro rata share of Real Property Taxes, Property Insurance and Common Area Maintenance for the Project. Tenant's pro rata share shall be determined based upon the ratio of Tenant's floor area to the total floor area of all the retail space in the project; current estimate for NNN costs are$14.00 per square foot; Minimum Base Rent Abatement: The Minimum Base Rent payment shall be abated for months two(2)through thirteen(13)from the Rent Commencement Date("Minimum Rent Abatement Period"); however, Tenant shall be obligated to pay Operating Expenses during the Minimum Rent Abatement Period; Prepaid Rent: First month's rent, including Operating Expenses and sales tax, in the amount of$33,459.11; Security Deposit: The amount of$66,918.22 shelf be due upon execution of the Lease documents, in addition to first month's rent; Guarantor: Full personal guaranty shall be required by all owners and spouses; Utilities: Tenant shall be responsible for the cost of its utilities(electricity, trash removal, and water and sewer expense); Construction Allowance: Tenant shall accept the premises in "AS-IS" condition and shall perform any necessary work at its sole cost and expense, including the installation of DERM-approved grease traps;and Use: Tenant shall use the Leased Premises solely for the purpose of operating a fine dining restaurant;and will be permitted to sell liquor for on-premises consumption so long as Tenant obtains all the necessary licenses and approvals from the governing municipalities; provided that the primary use of the Premises cannot be a lounge bar or primarily serve Cuban or Latin cuisine; and WHEREAS, subsequently, the parties also agreed, that in the event the Tenant desired to use the exterior area adjacent to a portion of the Interior Premises, Tenant would be required to execute a Concession Agreement and the additional square footage would be subject to the Minimum Base Rental rate and applicable sales tax for the year implemented; and WHEREAS, on May 27, 2022, the City Administration presented the LOI to the Finance and Economic Resiliency Committee(FERC),and the FERC recommended in favor of approving a new lease with Open Vision One, LLC; and WHEREAS, per the Agreement with CBRE, the City will be obligated to pay a leasing commission equal to six percent(6%)of the gross aggregate base rent over the initial five years of the lease; therefore, based on the initial five-year gross aggregate Minimum Base Rent of $1,686,712.45,a leasing commission of$101,202.75 will be split between CBRE and the Tenant's broker, Keyes Commercial; and DocuSign Envelope ID:F246E058-6EC5-4105-A762-EF2FA5EDA9C6 • DocuSign Envelope ID:OBDAA049-E37B-4964-8260-DDE52EC85E82 WHEREAS, the City will be paying 50% of the commission ($50,601.37) upon lease execution and 50% upon occupancy of the Premises'and Rent Commencement; and WHEREAS,based upon the competitive rental rate and the favorable lease terms,on July 20, 2022, the Chairperson and Members of the Miami Beach Redevelopment Agency adopted Resolution No. 671-2022, approving, in substantial form, a Lease Agreement with Open Vision One, LLC(Tenant);and WHEREAS, the July 20, 2022, City Commission agenda item contained the following errors or omissions: 1) Correction: the term of the lease should be for nine(9)years and three hundred and sixty-four(364)days,instead of nine(9)years and three hundred and sixty- two(362)days; 2) Omission: Tenant's obligation to pay Minimum Base Rent for months two (2) through thirteen (13)from the Rent Commencement Date will be abated, while tenant completes the build-out of the Premises,estimated to cost approximately $1.5 million, and secures all regulatory permits needed to operate the restaurant; and 3) Correction: the draft Lease Agreement and agenda item reflected, that in the event Tenant desired to use the exterior area, adjacent to a portion of the Premises,for outdoor seating (Concession Area), Tenant would be required to execute a Concession Agreement and pay for use of the Concession Area, based upon the same Minimum Base Rent Tenant paid for use of the Premises under the Lease Agreement; Operating Expenses; and applicable sales tax for the year implemented; however, Tenant will not be required to pay Operating Expenses in connection with the use of the Concession Area; and WHEREAS,the City Manager recommends amending Resolution No. 671-2022,to reflect the corrected essential terms of the Lease Agreement with Tenant, as more particularly set forth in this Resolution. NOW, THEREFORE, BE IT DULY'RESOLVED BY THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY, that the Chairperson and Members of the Miami Beach Redevelopment Agency hereby amend Resolution No. 671-2022, relating to a Lease Agreement between the RDA(Landlord)and Open Vision One, LLC(Tenant), for use of approximately 4,236 square feet of ground floor retail space at the Anchor Shops and Garage, as a fine dining restaurant, located at 1560 Collins Ave, Suite Nos. 3-4(Premises); said amendment correcting the essential terms of the Lease Agreement, as more particularly set forth in this Resolution, which modification, in material part, includes an abatement of the Minimum Base Rent payments for months two (2) through thirteen (13) from the Rent Commencement Date, or until such time as Tenant opens for business, whichever occurs first, while Tenant completes the build-out of the Premises, estimated to cost approximately$1.5 Million. • PASSED and ADOPTED this-1 ,,,4ay of Se140474eC 2022. ATTEST: �,�•.. �h= Dan Gelber, Chairperson Rafael E. ranado, Secretary APPROVED AS TO SEP 2 1 2022 FORM&8,17 E ECUTIO LANGUAGE General c nse ( g) Date