Resolution 2025-33790 RESOLUTION NO. 2025-33790
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, FOLLOWING A DULY ADVERTISED PUBLIC
HEARING, ACCEPTING THE RECOMMENDATION OF THE FINANCE AND
ECONOMIC RESILIENCY COMMITTEE (FERC), AND APPROVING, IN
SUBSTANTIAL FORM, A NEW LEASE AGREEMENT BETWEEN THE CITY
("LANDLORD") AND SOBE TOSCANA, LLC ("TENANT"), FOR USE OF
APPROXIMATELY 2,216 SQUARE FEET OF OUTDOOR CAFE SPACE
LOCATED AT 22 WASHINGTON AVENUE, FOR A TERM OF NINE (9) YEARS
AND 364 DAYS, COMMENCING ON JUNE 1, 2027, UPON EXPIRATION OF
THE CURRENT LEASE AGREEMENT, AND EXPIRING ON MAY 30, 2037;
AND FURTHER WAIVING, BY 5/7THS VOTE, THE FORMAL COMPETITIVE
BIDDING REQUIREMENT IN SECTION 8239(A) OF THE CITY CODE,
FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY; AND
FURTHER AUTHORIZING THE CITY MANAGER TO FINALIZE AND
EXECUTETHELEASEAGREEMENT.
WHEREAS, the City of Miami Beach owns an approximately 2,216-square-foot outdoor
space at 22 Washington Avenue("Demised Premises"), which has been leased to Sobe Toscana,
LLC ("TenanY') since 2017 for use as an outdoor cafe; and
WHEREAS, the Demised Premises has been operated as an extension of the TenanYs
adjacent restaurant, located at 816 Commerce SUeet ("Restaurant Space"), contributing to the
aclivation of the public realm and economic vitality of the South of Fifth neighborhood; and
WHEREAS, the original Lease Agreement dated August 9, 2017 included an initial five-
year term, which expired on July 31, 2022, with an option to renew for an additional four years
and nine months; and
WHEREAS, on December 17, 2021, the parties executed Amendment No. 1 to the Lease
Agreement, exercising the sole renewal option, with an expiration da[e of May 31, 2027; and
WHEREAS, on December 8, 2021, the Mayor and City Commission adopted Resolution
No. 2021-31926, approving a non-exclusive subterranean Easement Agreement among the City,
Tenant and the landlord for ihe Restaurant Space; said Easement Agreement authorizing the
installation and use of a 500-gallon grease trap system beneath the outdoor cafe area to support
the kitchen infrestructure, coterminous with the useful life of the facility and subject to terms that
protect the City's use of the property; and
WHEREAS, the Tenant's lease for the Restaurant Space has been extended and now
runs through 204'I, and the Tenant has requested a new lease for the outdoor cafe commencing
on June 1, 2027, to avoid interruption of services and to align the terms of both leases, thereby
supporting the TenanTs operational continuity; and
WHEREAS, the proposed new Lease Agreement ("Lease") includes the following
essential terms and conditions:
Lessor: City of Miami Beach
Tenant: Sobe Toscana, LLC
Demised Premises: 2,216 square feet of outdoor caf� space at 22 Washington Avenue.
Use: Ancillary outdoor cafe to Restaurant Space; limited to 93 seats, pending approval by the
fire marshal and/or other City authorities
Proposed Term: Nine (9) years and 364 days, commencing on June 'I, 2027 and expiring on
May 30, 2037.
Rent Commencement Date: June 1, 2027
Rent for First Year: $30.72 psf ($5,672.96 per month plus Sales Tax), payable on the 1�'of
each month
Rent Escalation: 3% annual increase
Current Easement Fee: $1,52329 Annually
Easement Escalation: 3% annual increase
Security Deposit: $12,470.55 (currently held by the City)
Guaranty: $43,118.04 Qast six months of rent)
Termination for Convenience (City): 60 days' notice; not permitted within first 3 years
Utilities: Tenant's responsibility
WHEREAS, the Lease is projected to generate approximately $707,061.66 in rental
revenue to the City over the full term, while also avoiding vacancy and supporting the Citys
economic development goals; and
WHEREAS, the Finance and Economic Resiliency Committee, at its June 4, 2025
meeting, reviewed and unanimously recommended approval of the proposed Lease; and
WHEREAS, the City Manager recommends waiving, by 5/7'"vote, the formal competitive
bidding requirement, as permitted in Section 82-39(a)of the City Code, as being in the City's best
interest, in that, the approval of this Lease ensures continuity with a compliant and reliable tenant
and contributes to ihe long-term vitality of a key public space; and
WHEREAS, the City Manager recommends approving, in substantial form, the Lease
attached to the City Commission Memorandum accompanying this Resolution.
NOW, THEREFORE, BE IT DULY RESOLVED THAT THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, following a duly advertised public
hearing, that the Mayor and City Commission hereby accept the recommendation of the Finance
and Economic Resiliency Committee (FERC), and approve, in substantial form, a new Lease
Agreement between the City ("Landlord") and Sobe Toscana, LLC ("Tenanf'), for use of
approximately 2,216 square feet of outdoor cafe space located at 22 Washington Avenue, for a
i
term of nine (9)years and 364 days, commencing on June 1, 2027, upon expiration of the current
Lease Agreement, and expiring on May 30, 2037; and further waive, by 5/7ths vote, the formal
competitive bidding requirement in Section 82-39(a) of the City Code, finding such waiver to be
in the best interest of the City; and further authorize the City Manager to finalize and execute the
Lease Agreement.
PASSED and ADOPTED this aS day of �u„Q. 2025.
ATTEST:
,u� ; a 2r�� ���_
a . Granado, Secretary Steven Meiner, Chairperson
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APPROVED ASTO
FORM &LANGUAGE
�b,f@R EXECUTION
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Gl�al-�zs
' CIN A�romey�Y Date
Resolutions - R7 I
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Eric Carpenter, City Manager
DATE: June 25, 2025 2:05 p.m. Public Hearing
TITLE: A RESOLUTION OF THE MAYOR AND CIN COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, FOLLOWING A DULY ADVERTISED PUBLIC HEARING,
ACCEPTING THE RECOMMENDATION OF THE FINANCE AND ECONOMIC
RESILIENCY COMMITTEE (FERC), AND APPROVING, IN SUBSTANTIAL FORM,
A NEW LEASE AGREEMENT BETWEEN THE CIN ("LANDLORD") AND SOBE
TOSCANA, LLC ("TENANT"), FOR USE OF APPROXIMATELY 2,216 SQUARE
FEET OF OUTDOOR CAFE SPACE LOCATED AT 22 WASHINGTON AVENUE,
FOR A TERM OF NINE (9) YEARS AND 364 DAYS, COMMENCING ON JUNE 1,
2027, UPON EXPIR4TION OF THE CURRENT LEASE AGREEMENT, AND
EXPIRING ON MAY 30, 2�37; AND FURTHER WANING, BY 5/7TH VOTE, THE
FORMAL COMPETITNE BIDDING RE�UIREMENT IN SECTION 8239(A)OF THE
GTY CODE, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE
CIN; AND FURTHER AUTHORIZING THE CITY MANAGER TO RNALIZE AND
EXECUTE THE LEASE AGREEMENT.
RECOMMENDATION
The Administration recommends adopting the resolution.
BACKGROUNDIHISTORY
The Ciry of Miami Beach owns an outdoor space located at 22 Washington Avenue, which
has been leased to Sobe Toscana, LLC since 2017 for use as an outdoor cafe supporting its
adjacent restaurant al 616 Commerce Streel The leased space, totaling approzimately 2,216
square feet, serves as an extension of ihe restauranPs operations.
The original lease for the outdoor cafe was ezecuted in 2017 for a five (5) year term with an
option to renew For an additional four(4) years and nine (9) months. In December 2021, �he City
and Tenant executed Amendment No. 1,which clarifed operational responsibilities and extended
the lease term through May 31, 2027, effectively ezercising the renewal oplion.
In support of the restauranPs kitchen in(rastrucNre, the City also entered into a
su6terranean Easement Agreement on August 10,2022,permit[ing installation antl continued use
of a 500-gallon grease [rap system beneath a portion of the outdoor cafe space. The Easemen�
remains in effect for the useful life of Ihe (acility and is subjecl to wntlitions protecting Ihe City's
long-term interest in�he property.
The lease for the indoor restaurant space, as extended through the exercise of both
renewal options and subsequenl amendments, is set to expire in 2047, with approximately i6
years remaining on its term.
In view of [his extended indoor lease term, Sobe Toscana has formally requested a new lease
for the outdoor cafe space to commence on June 1, 2027, so that both leases will be aligned. The
proposed new lease, wi[h a term of nine (9) years and 364 days, is intended lo suppoR the
tenant's operational continuity and long-term presence at this high-visibility location in the South
7941
o(Fifth neighborhood.
Below is a summary ot the proposed new Agreemenfs basic terms and condilions:
Lessor. City of Miami Beach
Tenant: Sobe Toscana, LLC
Premises: 2,216 square feet ot outdoor cafe space at 22 Washington Avenue, adjacent to the
fenanPs �estaurant at 816 Commerce Streel.
Use: Ancillary outdoor cafe to restaurant at 816 Commerce Street; limited to 93 seats, pending
approval by the fire marshal and/oi other City authorities
Proposed Term: Nine (9)years and 364 days
Rent Commencement Date: June 1, 2027
Rent: $5,672.96 per month plus Sales Tax, payable on the 1 st of each month
Rent Escalation: 3% annual increase
Easement Fee: $1,523.29 Annually
Easement Escalation: 3% annual increase
Security Deposit: $12,470.55 (currenlly held by ihe City)
Guaranty: $43,118.04 Qast six months of renl)
Termination for Convenience(City): 60 days' notice; not permitted within first 3 years
Utilities: TenanPs responsibility
Hours of Operation: Only when the indoor restaurant is open
The Base Rental Rate and Easement Fees schedule is illusUated in Ihe following chart:
sa�...�..c z.�u
e,:<n.M: soo.nvsr
Nnmllirxaue 1K
NanMly Mnml Nnutl
Lu PniaP Hass9sm Dsss_9snt EusmfJFess Iai�
] O6/at/P�0.5/3/R8 S 5.6R% S b8,0)Sb1 S 1.51J29 S 69.59981
3 06tO1rz8-05131/M 3 591J.15 S �.111.N S 1.568.98 f �1.686_I]
; O6N]29-05/3l/30 S 6.418.A S R21131 3 I.fi16D5 ! )0.8J].W
l 06NI.30.OS131/31 S 6.199.U0 5 ]a,38)96 S 1.fi6C.5J S M053i9
5 06N1O1�45IJid2 S 6.38C.91 f 16.6L9.60 3 l.)U.J) S )BJ3tG'
6 06NV�3�05(JIYl3 S 6.SM.5] 3 ]8.918.19 S �.Ifi5.91 S BO.fitu_a9
] 06NL33-0S�JI/!1 S 6.n3.Bl 3 81185]] S 1.818.8& 5 6M1.lOJ.61
4 WIQII31-OS131A5 S fi.9)]0] S 89.Ytd.�1 5 1,B)�d5 S 85,59.':5
9 06101135�05131% 5 1.186.31 S 86.2%.03 3 1.9P965 S 88165.69
S W1.586.03 5 15A>SR3 S �0].06'-66
1942
ANALYSIS
The proposed long-term Lease ensures unintermpled use of a publicly owned space lhat
has been successfully integrated in[o Ihe stree�scape and business operations of a longs[anding
local restaurant. Sobe Toscana has demonsiratetl consistent performance and compliance wilh
its Lease obligations and has contributed lo the economic vibrency and pedestrian activity of the
South of Fifth neighborhood.
Aligning the outdoor cafe lease term with the approximately 16 years remaining on the
tenanCs indoor lease allows for cohesive operetions and suppods the potential for addilional
investment in the property. Long-term lease alignment also reduces adminis[rative burdens for
the City and ensures predictable occupancy and use of City-owned property.
The proposed Lease is expected to generate approximately $707,061.66 in rental income
over the full nine (9) years and 364 days term, providing consistent and growing revenue for the
City. This long-term commitment secures not only fnancial s[abiliry but also supports broader
goals of neighborhood vitaliry, small business retention, and activation of high-profle public
assets.
Finance and Economic Resiliency Committee
On June 4, 2025, the Finance and Economic Resiliency Committee (the "Committee")
discussed the proposetl Lease Agreement. The Committee recommended in favor of executing
a new Lease with Sobe Toscana, LLC.
FISCAL IMPACT STATEMENT
The Lease is projected to yield approximately $707,061.66 in total renlal inwme to the City
overthe course of the nine (9) years and 364 days term. In addition to rent, the Tenant is
responsible for all utility costs, operations, and maintenance of the outdoor cafe space, ensuring
ihat the City incurs no out-of-pocket expenses related to the premises.
This revenue-positive agreemenl reduces the risk of vacancy, preserves the vitality of the
si�e, and sirengthens lhe City's fiscal posture by generating s[able, long-term income fmm an
active, publicly owned assel The s[ructure of ihe Lease also supports strategic property
management by aligning Lease terms with the adjacent indoor restaurant operation and reducing
administretive
turnover.
Ooes this Ordinance reauire a Business Imoact Estimate�
(FOR ORDINANCES ONLY)
If applicable, the Business Impact Estimate (BIE)was published on:
See BIE at: https�llwww m�amibeachfl qovlcitv-halllcity-clerklmeetinq-noticesl
FINANCIAL INFORMATION
n/a
CONCLUSION
7943
The City Manager recommends that the Mayor and Clry Commission approve, in substantial
form, a new Lease Agreement with Sobe Toscana, LLQ for a term of nine (9)years and 364 days
for the continued operation of the outdoor cafe at 22 Washington Avenue; and further
recommends waiving, by a 5/7ths vole, [he formal competitive bidding requiremenis of Section
82-39(a) of the Ciry Code, fnding such waiver to be in the City's best interest.
ADDlicable Area
South Beach
Is this a "Residents Riqht to Know" item, Is this item related to a G.O. Bond
pursuant to CiN Code Section 2-17? Proiect?
No No
Was this Aqenda Item initiallv reouested bv a lobbvist which as defined in Code Sec. 2-081
includes a orincipal enaaoad in lobbVina? No
If so, specify the name of lobbyist(s) and principal(s):
Deoartment
Facilities and Fleel Management
Sponsorlsl
Co-sponsor(s)
Condensed Title
2:05 p.m. PH, New Lease Agmt wl Sobe Toscana, LLC, 22 Washington Ave. FF 5l7
Previous Action 1For CiN Clerk Use Onlvl
1944
LANDLORD: City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
TENANT: Sobe Toscana, LLC
816 Commerce Street
Miami Beach, Florida 33739
SOBETOCANA, LLCLEASEAGREEMENT
1945
LEASEAGREEMENT
THIS LEASE AGREEMENT (the "Lease") made this day of , with an eftective
date o�June 1, 2027 ("Effective Date") by and between the CITY OF MIAMI BEACH, FLORIDA,
a municipal corporation organized and existing under the laws of Ihe State of Florida (hereinaker
referred to as "City"), and SOBE TOSCANA LLC, a Fbrida limited liabiliry company (hereinafler
referred to as "Tenan[").
1. Demised Premises.
The Ciry, in consideration of the rentals hereinafler reserved to be paid and of the
covenants, conditions and agreements to be kept and peRormed by the Tenant, hereby
leases, lets and demises to the Tenant, and Tenant hereby leases and hires from the City,
those certain premises hereinafter referred to as the "Demised Premises", bcated at 22
Washingron Avenue, Miami Beach, Florida 33139, and more fully descnbed as follows:
Approximately hvo thousand two hundred sixteen (2,216) square feet of land with any
existing improvements. Such Demised Premises are specified in Exhibit A. which is
hereby made a part of this Lease.
Tenanl is leasing�he Demised Premises concurrently with the restauran[space, adjacent
to the Demised Premises, having a physical address of 816 Commerce Street, Miami
Beach, Florida 33139 ("Restaurant at 816 Commerce Street").
2. Term.
2.1 Tenant shall be entitled to have and to hold the Demised Premises for an initial term of
nine(9)years, commencing on June 1. 2027 (Commencement Date), and ending on May
30. 2037 ([he"Term").
22 Termination for Convenience.
This Lease may be terminaled, in whole or in part,by the City,for convenience and without
cause, upon the fumishing of sixty (60) days pdor written notice to TenanC, provided,
however, that the Ciry shall not exercise its right to terminate under this provision at any
time during the first three (3) years of the Lease Term. Notwithstanding the foregoing, the
City shall not exercise this Termination for Convenience wdhout prior formal consent from
the City Commission.
In the event of termination by [he 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 agen[s,servar.ts and employees(induding,
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 indirecL incidental, special, lost profits or consequential
damages.
3. Rent.
3.1 Base Rent.
Base Rent for the Demised Premises during the initial term shall begin to accrue as of the
Commencement Date; based upon the total leasable space of 2,216 square feet as
follows:
7946
The Base Rent for the Demised Premises shall be as follows:
Sqmre Feec 2,216
Base Rent S 30.72
Annml Increase: 3%
PSi Manthly Mnual
'�ar Period Bas Base Rent Base Rent
1 06�O1R7-05/31/28 3 3072 S 5.672.% $ 6R.075.52
2 06101l28-05/3129 $ 31.61 3 5.8d3.15 $ 70.117.79
3 O6/01/29-05/31/30 $ 32.59 $ 6.018.44 $ 72.221.32
4 06/Ol/30-05131f31 $ 33.57 $ 6.199.00 S 74.387.96
5 06/01l31-05/31l32 3 34.58 S 6.384.97 $ 76.619.60
6 06/O1l32-OS/31/33 3 35.61 3 6.576.52 S 78.918.19
7 06/01/33-OS/31/34 $ 36.68 $ 6.)73.81 $ 81,285.73
8 06/01/34 -05/31/35 S 3778 5 6.977.03 $ 63,724.30
9 06/OS/35 �OS131i36 $ 3b.92 3 7.185.3d S 86.236.03
$ 691,586.a3
TOTAL BASE RENT $691,586.43
3.1.1 8ase Rent shall be due and payable on the first day of each month ihroughout the Term
of this Lease, along with applicable sales tax. The Rent shall escalate annually on June
1"of each year by three percent (3°/).
3.2 Late Payment.
If any payment due from Tenant shall be overdue more than fve(5) business days, a lare charge
of five(5°/) percent of the delinquent sum may be charged by Landlord. If any payment due from
Tenant shail remain overdue for more than ffteen (15)calendar days,an additional late charge in
an amount equal ro the lesser of the highest rate permitted by law or one and one-half (1%%)
percent per month (eighteen (1 B%)percent per annum)of the delinquent amount may be charged
by Landlord, such charge to be computed For the enlire periotl for which the amount is overdue
and which shall be in addition to and not in lieu of ihe fve (5%) percent lale charge or any othei
remedy available to Landlord.
1947
3.3 Sales and Use Tax.
It is also understood that Tenant shall also include and forvvard to the Ciry any and all
additional sums for all applicable sales and use tax, now or hereafter prescribed by State,
Federal or local law, and now described by Florida Statute 212.031. II is the City's inten[
that it is to receive all payments due from Tenant as net of such Florida Siate Sales and
Use Tax.
3.4 Location for Payments.
All rents or other payments due hereunder shall be paid to the Ciry of Miami Beach at the
following address:
City of Miami Beach
Finance Depanment
1700 Convention Center Drive
Miami Beach, Florida 33139
4. Maintenance and Examination of Records.
Tenant shall maintain cwrent, accurate, and complete financial records on an accrual
basis of accounting related to its operations pursuant to this Lease, incAuding such records
and accounting related to the Restaurant at 816 Commerce Sireet. Systems and
procedures used to maiMain these records shall indude a system of internal controls and
all accounting records shall be maintained in accordance with generelly accepted
accounting principles and shall be open to inspection and audit by the Ciry Manager or his
designee upon reasonable prior request and during normal business hours. Such records
and accounts shall inGude a breakdown of gross receipts, expenses, and profit and loss
statemenis,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 loss statement
pursuant to generally accepted accounting principles.
5. Inspection and AudiL
Tenant shall maintain its financial records pertaining to its operation pursuant to this Lease
and including the Restaurant at 816 Commerce Street for a period of three(3) years aker
the condusion of Ihe initial term, or(if approved) lhe last renewal term, and such records
shall be open and available to the Ciry Manager or his designee, as deemed necessary
by the City Manager or his designee.Tenant shall maintain all such records at its principal
oHice,currently located a1816 Commerce Street, Miami Beach,Fbrida, 33139 or, if moved
to another loca[ion, all such records shall 6e relocaled, a[TenanPs expense, to a location
within the Ciry of Miami Beach, within ten (10)days' written notice from the City Manager
or his designee that the City desires ro review said recortls.
6. Taxes. Assessments. and Utilities.
6.1 Tenant agrees to and shall pay before delinquency all tazes (including but not limited to
Resort Taxes)and assessments of any kind assessed or levied upon Tenant by reason of
this Lease or by reason of the business or olher activi[ies and operations of Tenant upon
or in connection wdh the Demised Premises and/or the adjoining Restaurant at 816
Commerce Street.
Tenant shall also pay for any fees imposed by law for licenses or permits for any business,
activi[ies,or operetions of Tenant upon the Demised Premises and/or ihe adjoining ground
1948
level restaurant at 816 Commerce Street and shall maintain same current and in good
standing throughout the Term of[his�ease.
62 Utilities.
The City shall not be responsible for providing eledrical or water service, or any and all
other utilities to and/or for, andlor in connection with, the Demised Premises.
Requests for installation of electrical, water and /or any and all other utilities shall be
submitted in writing to the City Manager or his tlesignee. Installation and connection of
any and all utilities, as and if approved by the Cily, will be pertortned at TenanPs sole cost
and expense.
6.3 Procedure If Ad Valorem Taxes Assessed.
During the term of this Lease, Tenant shall be solely responsible for all taxes of whatever
nature lawFully levied upon or assessed against the Demised Premises and
improvements, sales,or opera[ions[hereon,including but not limi[ed to,Ad Vabrem taxes.
7. Security Deposit.
7.1 On or prior to Ihe Commencement Date, TenaM shall pay the City a Security Deposit, in
the sum of Twelve Thousand Four Hundred Seventy and 55/100 Dollars ($12,470.55).
Said Security Deposit is to ensure lhe full and faithful peAormance by the Tenant of each
and every term, covenant and contlition of this Lease. In the event that Tenant defaults
with respecl ro any of the terms, provisions, covenants and conditions of this Lease,
induding but not limited to, the payment of any rent, the Ciry may use, apply or retain the
whole or any part of lhe Security Deposit for the payment of such rents in default or any
other sum which Ihe City may expend or be required to expend by reason of the Tenant's
defaNt, including any damages or deFlciency in the re-letting of the Demised Premises,
whether such damages or deficiency may accrue or aker summary proceedings or other
re-eNry by Ciry.
72 In the event tha[the Tenant shall fully and faithfully compty with all of the terms, provisions,
covenants and conditions of this Lease,the Securiry Deposit or any balance thereof shall
be retumed to the Tenant, without interest, upon the expiration of the Lease and peace(ul
surtender of the Demised Premises.
7.3 City shall not be required to keep the Securiry Deposit in a segregated account and the
Security Deposit may be commingled with other funds of City and in no event shall the
Tenant be enlitled to any interest on the Security Deposit.
7.4 In the event of a bona fide sale of the Demised Premises, as delineated in this Lease, the
City shall have Ihe right to trensfer ihe Securiry Deposit to the purchaser for[he benefit of
the Tenant and the City shall be considered by the TenaN free from all liabiliy for the reW rn
o(such Securiry Deposit, and the Tenant agrees to look to the new owner/landlord solely
for the re[um of the Security Deposit, if such Security Deposit is actually Iransferred, and
it is agreed that this shall apply to every transfer or assignment made of the Sewriry
Deposit to any new ownerllandlord.
It is expressly understood that Ihe issuance of a warrant and the lawful re-entry to the
Demised Premises by ihe City for any defaWt on the part of ihe Tenant, prior to the
expiretion of the term of this Lease, shall not be deemed such termination of this Lease
as to entitle the Tenant to recovery of the Securiry Deposit and the Security Deposit shall
be retained and remain the possession of the City.
1949
7.5 Tenant shall provide an Unconditional Guaranty by the principal of SOBE TOSCANA LLC,
Catherine Arrighi Guitera, for the entire Term of this Lease to the limit of an amount Ihat
equals lhe last six (6) months' of Base Renl in the agreed amount of Forty-Three
Thousand One Hundred Eighteen and 04/100 Dollars ($43,118.04), a copy of which is
attached as Exhibit C hereto.
8. Use and Possession of Demised Premises.
8.1 The Demised Premises shall be used by the Tenant solely as an outdoor cafe to serve ihe
patrons and guests o( TenanPs adjoining Restaurant at 876 Commerce SfreeL The
outdoor cafe shall have days and hours of operation trom Sunday through Thursday
commencing on 11:30 a.m., and ending no later than 11:00 p.m., and Friday through
Saturday, commencing on 11:30 a.m., and ending no laterthan midnight. Notwithstanding
the preceding hours of operation,the outdoor cafe on the Demised Premises shall only be
open when the restaurant at 816 Commerce Street is open for business (and, conversely,
it should be closed when the restaurant is closed).
8.2 Tenant and ownedtenant of the Restaurant at 816 Commerce Street shall at all times
throughout the Term of the Lease be one and the same and cannol exist independently of
each othec Tenant acknowledges and agrees that its use of Ihe Demised Premises shall
be, and remain at all times throughout the Term. an ancillary use to TenanPs restaurant at
816 Commerce Sireet. Additionally, TenaM's operation will not interfere with pedestrian
Iraffc.
The number of seatings on the Demised Premises shall not exceed 93 and shall be
included in the overall seating count of TenanPs Restaurant at 816 Commerce Street.
There shall be no bar counter of any kind as part of the Demised Premises and all food
served shall be prepared withln [he interior kitchen of the TenanPs restaurant and only
when Ihe interior kitchen is operational. Any and all alcoholic beverages served at Ihe
outdoor cafe shall be servicetl by TenanYs restaurant.All tables and chairs will be removed
and stored each nigh[at close of business.Any exception to this requirement shall be at
the sole and absoWte discretion of the City Manager or his designee. Tenant shall /urther
maintain the Demised Premises and abide by the conditions set torth in Exhibit B of the
Lease.
8.3 Tenant hereby warrants and represents that SOBE TOSCANA LLC is the owner of the
Restaurant at 816 Commerce Stree�and shall, throughout the Term of the Lease, remain
as the owner of said restaurent, unless any change in ownership is approved by the City
Manager, in writing, prior ro such change taking place. Change of ownership for purposes
hereof shall include, without limitation, a sale, exchange, assignment, transfer or other
disposilion 6y Tenant of all or a portion of Tenanfs interest in ihe restaurant, whether by
operalion of law or otherwise.
8.4 Tenant agrees not to place any television, speakers, or any other device used to ampli(y
sound, on or around the Demised Premises. Tenant further agrees to not attach any
televisions, speakers, or any other device used to amplify sound, to the exterior of the
Restauran[building at 816 Commerce SireeL Furthermore,Tenant shall in no manner use
the Demised Premises, or TenanPs iestaurant at 816 Commerce S[reet, as an ou�door
entertainment or open-air entertainment establishment, and hereby acknowledges that
such uses are prohibited (whether as main or accessory uses).
8.5 Tenant agrees that any (i) valet parking andlor a taxicab stand; (ii) Take-ouf service; and
(iii) any Sidewalk Cafe permit, if approved by the City in conjunction with the Tenant's
1950
restaurant operation at 816 Commerce Street, shall not utilize Washington Avenue and
will be limited to Commerce Street Furthermore, any and all deliveries to the restaurant
shall be limited to ihe alley located on the south side of 876 Commerce Street.
8.6 TenaN shall be permitled to apply to the City of Miami Beach for one (1) special event
permit for the sole and express purpose of hosting an opening event for the restauranL At
no time thereaker, throughout the remaining term of the Lease, shall the Tenant be
permitted to submit an application for a special event to be held on the Demised Premises.
8.7 It is understood and agreed that the Demised Premises shall be used by the Tenant during
the term of this Lease onty for the uses contemplated herein, and (or no other purpose or
use whatsoever. Tenant will not make or permit any use of Ihe Demised Premises that,
directly or indirectly. is forbidden by public law, ordinance or govemment regulation.or ihat
may be dangerous to life, limb or property. Tenant may not commit waste on the Demised
Premises, use the Demised Premises�or any illegal purpose, or commit a nuisance on the
Demised Premises. In the event that the Tenant uses the Demised Premises for any
purpose not expressly permitted herein, ihen the City may declare this Lease in default
pursuant to Section 78, or without notice to Tenant, restrain such improper use by
injunction or other legal action.
8.8 Notwithstanding anylhing to the conhary contained herein, in [he event of a breach by
Tenant of any conditions in this Section 8, the Ciry Manager, in his sole determination and
judgment, shall have the right to automatically tertninate Ihis Lease,without any liability to
the City; said termination effective upon three (3) days written notice to Tenant By
executing the Lease, Tenant hereby agrees to ihis condition, and further voluntarily and
knowingly waives and releases any and all rights now or hereinafter conterred upon
Tenant pursuant to Florida Statures including, without limitation, the procedures set forth
in Chapter 83, Florida Statutes' for removal in nonresidential tenancies; the Miami-Dade;
and [he Miami Beach Code (respectively); io the extent this and applicable law(s) would
have the effect of limiting or modi(ying the Ciry's rights to terminate this Lease pursuant to
[his Subsection.
8.9 Subterranean Grease Trap Easement Use.
Tenant acknowledges that a subterranean grease ttap system (the "Facili�ies") has been
installed beneath a portion of the Demised Premises (the "Easement Area"), measuring
approximately 204 square feet pursuant to an Easement Agreement executed between
the Ciry, the Tenant, and the Restaurent Owner, incorporated herein by reference and
attached hereto as Exhibit F. The Easement Agreement grants a non-exclusive,
subterranean easement for the operation and maintenance of a 500-gallon grease trap ro
support TenanYs �estaurant at 816 Commerce Street. Tenant agrees to comply with the
terms and conditions of said Easement Agreement and specifcally all obligations of the
"TenanP and "Grantee' under said EasementAgreement including, without limitation, the
obligation to pay the annual use fee, as descnbed in Section 6 of the Easement
Agreemen[.
9. Improvemen[s.
9.1 Any improvements on the Demised Premises shall be subject to the prior wntten approval
of the City Manager,which approval, if given at all, shall be at their sole discretion.As part
of such approval, Ihe Cily Manager may require a Pertormance Bond �or any proposed
Improvements. All permanent (fixed) improvements to the Demised Premises shall
become the property of Ihe City upon termination of the Lease. Notwithstanding the
7951
preceding sentence, the City may require thal TenanL upon tertnination of the Lease,
remove all permanent ((xed) improvements to the Demised Premises (at his/her sole
discretion), without damage to ihe Demised Premises or cost to the City. Furthermore,
upon [he lawful termination of the Lase, all personal property and trade fixtures may be
removed 6y lhe Tenant from the Demised Premises wi[hou[ damage to Ihe Demisetl
Premises. Tenant will permit no liens to attach to the Demised Premises arising from,
connected with or related to the construction of any improvements. Moreover, such
construction shall be pmpedy permitted and done in compliance with all applicable
Municipal, Counry, State and Federal regulatory requirements, and shall be accomplished
through the use of licensed, reputable contractors who are acceptable to the Ciry.Any and
all costs, permits and or licenses required for the installation and maintenance of
improvements shall be the sole responsibility of Tenant.
9.2 Performance Bond. (IN7ENTIONALLY OMITTED)
9.3 City's Right o(Entry.
The Ciry, or ds authorized agent or agents, shall have the right to enter upon the Demised
Premises at all reasonable times �or the purpose of inspecting same, preventing waste,
making such repairs as the City may consider necessary and for Ihe purpose of preventing
fre, theN or vandalism. However, the City agrees that whenever possihle, the City shall
provide reasonable notice, in writing, to Tenant, unless Ihe need to enter the Demised
Premises is an emergency, as deemed by the Ciry at its sole discre[ion, which if no[
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 Ihat
under any provisions of this Lease ihe Tenant may be required to pertorm, and the
peAormance thereof by the Ciry shall not constitute a waiver of the Tenanfs default.
9.4 If the Tenant shall not be personally present to permit entry onto the Demised Premises
at any time,for any reason, and any entry thereon shall be necessary or permissible, the
City, or its agents, may enter the Demised Premises, including, without limitation, forcibly
entering the Demised Premises,without rendering the City or such agents liable therefore.
10. Tenant's Insurance Requirements.
10.1 The Tenant shall maintain the below required insurance in effect prior to the Effective Date
of the Lease and for the duration of the Lease Term.The maintenance of proper insurance
coverage is a material element of the Lease and failure to maintain or renew coverage
may be treated as a material breach of the Lease, which could result in withholding of
payments or termination of Ihe Lease.
(A) Worker's Compensation Insurance for all employees ot lhe vendor as required by
Florida Statute 440, and Employer Liability Insurance for bodily injury or disease.
Should the Tenant be exempt from this Statute, [he Tenant and each employee
shall hold the Ciry harmless from any injury incurred during performance of the
Lease. The exempt Tenant shall also submit (1) a written statement detailing the
number of employees and tha[ they are not required to carry Workers'
Compensation insurance and do not anticipate hinng any additional employees
during the 7erm of this Lease or(ii)a copy of a Certifcate of Exemption.
1952
(B) Commercial General Liability Insurance on an occurrence basis, to indude�
Premises Operations; Independent ConUactors; ContracWal Liability; Personal &
Advertising Injury; Products-Completetl Operations; Broatl Form Property Damage
induding Completed Opere[ions; and Underground, Explosion and Collapse
Property Damage, with limits no less ihan $1,000,000 per occurrence and
$2,000,000 aggregate, for bodily injury and property damage. Ciry of Miami Beach
must be included as an additional insured by endorsement with respect ro this
coverage.
' (C) 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
behalt of Tenant and including without limitation all of Tenanfs personal property
in the Demised Premises (including, without limitatlon, inventory, trade fixWres,
floor coverings, furniture, and other property removable 6y Tenant under the
provisions of this Lease).
(D) Liquor Liability Insurance on an occurrence basis, including property damage,
bodily injury and personal 8 advertising injury with limits no less than $1,000.000
per occurrence.
(E) Business interruption insurance,sufficient to insure Tenant for no less than one (1)
full year of loss of business,with the Landlord named thereon as loss payee to the
extent permiried by applicable law.
10.2 Adtlitional Insured. The City of Miami Beach must 6e induded by endorsemeM as an
additional insured with respect to all liability policies (except Professional Liability and
Workers' Compensation) arising out of work or operations performed on behalf of the
contrector including materials, parts,or equipment furnished in connection with such work
or operations and automobiles owned, leased. hired or borrowed in the torm of an
endorsement to the contrectors insurance
10.3 Notice of Cancellatioa Each insurence policy required above shall provide that coverage
shall not be cancelled, except with notice to the Ciry of Miami Beach C/O EXIGIS
insurance Compliance Services.
10.4 Waiver of Subrogation. Vendor agrees to obtain any endorsement that may be necessary
to affect the waiver of subrogation on the coverages required. However, this provision
applies regardless of whether the City has received a waiver of subrogation endorsement
from ihe insurer.
10.5 Acceptability of Insurers. Insurance must be placed with insurers with a wrren[AM. Best
reting o(A�. VI I or higher. If not reted, excepfions may be made for members of the Florida
Insurance Funds (i.e. FWCIGA. FAJUA). Carriers may also be considered it ihey are
licensed and authorized to tlo insurance business in lhe S[ate of Florida.
1953
10.6 Verifcation of Coverage. Tenant shall fumish the City with original certifcates and
amendatory endorsements, or copies of ihe applicable insurance language, effecting
coverage required by this contract All certifcates and endorsements are to be received
and approved by the City before work commences. However,failure to ob�ain the required
documents prior to the work beginning shall not waive the Contractor's obligation to
provide them. The Ciry reserves the right to require complete, certified copies of all
required insurence policies, including endorsemen[s, required by these specifcations, at
any time.
CERTIFICATE HOLDER MUST READ:
MIAMIBEACH REDEVELOPMENTAGENCYand
CITY OF MIAMI BEACH
Go EXIGIS lnsurance Compliance Services
P.O. Boz 4668- ECM #35050
New York, NY 101fi3-4668
Kindly submit all certificates of insurance, endorsements, exemption letters to our
seining agent, EXIGIS, at Certificate-miamibeach@riskworks.com
107 Special Risks or Circumstances. The Ciry of Miami Beach reserves the nght ro modify
these requirements, including limtts. based on the nature ot the risk, prior experience,
insurer, coverage, or other special circumstances.
10.8 Compliance with the foregoing requiremenls shall not relieve the Tenant of his liability and
obligation under this section or untler any other section of this Lease.
71. AssignmentandSubletting.
11.1 Tenant shall not have Ihe right to assign or sublet the Demised Premises, in whole or in
part, without the prior wntten consent of Cily which shall not be unreasonably withheld.
Such written consent is not a matter of right and Ciry 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 ohligations under this Lease.A sale or transfer of a majority interest
of Ihe stock of TenanPs corporete entity shall be deemed an assignment, and for purposes
of this Lease, the Ciry shall have the right to approve the new majority ownec Said
approval shall be provided in wri[ing. Tenant is prohibited 6om assigning or subletting[his
Lease to any person or entity which is not of the same or higher financial responsibility as
Tenan[, as shall be determined by City, in its sole judgment and discretion. Further,Tenant
shall be prohibited from any changes in ownership, whether in the Demised Premises or
the restaurent located at 816 Commerce Street, as se[forth in Subsections 82 and 8.3.
112 Any consent by the Ciry to any act of assignment shall apply only to the specific transaction
thereby authorized. Such consent shall not be construed as a waiver of Ihe duty of the
Tenant or the legal representatives or assigns of the Tenant, to obtain from the City
consent to any other or subsequent assignment, or as modifying or limiting the rights of
the Ciry under the toregoing covenants of the Tenant not to assign without such consent.
1954
11.3 Any violation of the provisions of ihis Lease, whether by act or omissions, by assignee,
sub-tenant, or under-tenant or occupant, shall be deemed a violation of such provision by
the Tenant, it being the intention and meaning of the parties hereto, that the Tenant shall
assume and be liable to the Ciry for any and all acis and omissions of any and all
assignees, sub-tenants. or under-tenants or occupants. If the Lease be assigned, the City
may and is hereby empoweretl to collect rent from the assignee; if Ihe Demised Premises
or any part thereof be underlet or occupied by any person, other Ihat the Tenant, ihe City,
in the event of the TenanPs defaWt, may, and is hereby empowered to, collect rent from
ihe under-tenant or occupants; in either of such events, the City may apply the net amount
received by it for rent herein reserved, and no such collection shall be deemed a waiver
of the covenant herein against assignment or the acceptance of Ihe assignee, under-
tenant or occupant as tenant, or a release of the Tenant from the further pertormance of
the covenants herein contained on the part of the Tenant.
�2. Maintenance and Repair.
12.1 Tenant shall maintain the Demised Premises and any fxtures and appurtenances theieon,
and, at its sole cost and expense, shall make all repairs ihereto as and when needed to
preserve them in good working order and condition. This shall include, but not be limited
to, Tenant being responsible for maintenance and repair of any and all improvements,
such as fences, walkways, pavers, ground-coverings, landscaping, and gates.
122 All damage or injury of any kind lo the Demised Premises shall be the obligation of Tenant,
and shall be repaired, restored or replaced promptly by Tenant at its sole cost and expense
ro the satisfaction of the City.
12.3 All of the aforesaid repairs, restoretions and replacements shall be in quality and dass
equal to the original work or installations and shall be done in good and workmanlike
manner.
12.4 If TenaN fails to make such repairs or restorations or replacements, the same may be
made by the Ciry, at the ezpense of the Tenant, and all sums spent and expenses incurred
by the City shall be collectable and shall be paid by the Tenant within ten (10) days after
rendition of a bill or statement thereot.
12.5 It shall be TenanPs obligation to insure that any renovations, repairs andbr improvements
made by Tenant to lhe Demised Premises comply with all applicable building codes and
life safety wdes of govemmental authorities having jurisdicfion.
12.6 THE DEMISED PREMISES ARE BEING LEASED IN THEIR PRESENT "AS IS"
CONOITION. Tenant may construct or cause to be constructed, such exterior
improvements to the Demised Premises, as reasonably necessary for it to carry on its
permitted use(s��, provided, however, that any plans for such improvements shall be frst
submitted to the City Manager for his prior received writlen approval, which approval, if
granled a[all, shall be at the City Manager's sole and absolu[e discretion.Additionally, any
and all approved improvements shall be made at TenanPs sole cost and expense. All
permanent (fixed) improvements lo Ihe Demised Premises shall remain the property of
the City upon termina[ion and/or expiration of this Lease. Upon termination and/or
expiration of this Lease, all personal property and non-permanent irade fixtures may be
removed by the Tenant from the Demised Premises, pwvided 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
1955
ihrough the use of licensed reputable contractors who are acceptable to ihe Ciry Manager.
Any and all permits and or licenses required (or the construction andlor installation of
improvements shall be the sole cost and responsibility of Tenant.
13. Governmental Regulations.
The Tenant covenants and agrees to fulfll 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 govemments, 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 ot fre, all at
Tenanfs own cost and ezpense. Tenant shall pay all costs, expenses, claims, Fines,
penalties, and damages that may be imposed because of TenanPs failure to compty with
[his Section, and shall indemnify and hold harmless the City from all liability arising from
each non-compliance.
14. Intentionally Omitted.
�5. Condemnation.
15.1 If at any time during the term of this Lease all or any part or portion of ihe Demised
Premises are taken, appropriated, or condemned by reason ot Eminent Domain
proceedings (except if the Eminent Domain proceedings are initiated by the City of Miami
Beach), then Ihis Lease shall be terminated as of the date of such taking, and shall
ihereafler 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 any[hing con[ained therein,
except that any rent prepaid beyond ihe date of such taking shall 6e prorated to such date,
and the Tenant shall pay any and all renis, additional rents, utility charges, or other cosis
including excess taxes for which it is liable under the terms of this Lease, up to the date
of such taking.
752 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, the Tenant shall have the right to claim and recover from the condemning
authority, but not from the Ciry, such compensation as may be separatety awarded or
recoverable by Tenant in Tenanfs own right on account of any and all damage to Tenanfs
business by reasons of the condemnation and for or on account of any cost or loss which
Tenant might incur in removing TenanPs furniture and fzWres.
�6. Default.
16.1 Default by Tenant.
At the City's option, any of the following shall constiNte an Event of Default under this
�ease:
16.1.1 Renl, or any installment ihereof is not paid promptly when and where due within
(ikeen (15) days of due date and if Tenan[shall not cure such failure within fve(5)
days after receipt of written notice from the Cily specifying such defaulk
16.12 Any o�her paymen� provided (or under ihis Lease is not paid promplly when and
where due;
16.1.3 Demised Premises shall be tleserted, abantloned, or vacated;
7956
16.1.4 Tenant shall fail to comply with any material term, provisioq condition or covenant
contained herein o�her than the payment of rent and shall not cure such failure
within thirty (30) days after Ihe receipl ot written notice from City specifying any
such default; or such longer period of time acceptable to the City, at its sole
diSCretion;
16.1.5 Receipt of notice of violalion fmm any govemmental aulhority having jurisdiction
tlealing with a wde, regulation,ortlinance or the like,which remains uncured within
the time specifed in such notice of violation or such period of time acceptable to
the City Manager, at his sole discretion;
16.1.6 Any petition is filed by or against Tenant under a seaion oi chapter of the
BankruplcyAct, as amended,which remains pending for more ihan sixTy(60)days,
or any other prxeedings now or hereafter authorized by the laws of ihe United
Stafes or of any state �or the purpose of discharging or extending the time for
payment of debts;
16.1.7 Tenant shall become insolvent;
16.1.8 Tenant shall make an assignment tor beneft of credibrs;
16.1.9 A receiver is appointed for Tenant by any court and shall not be dissolved within
thirty (30) days thereafter; or
16.1.10The leasehold interest is levied on under ezecution.
16.1.11Tenanfs violation of ihe provision of Subseclion 8.8 herein, which shall result in an
automatic termination of the Lease, as furiher provided in said subsection.
17. Rights on Default.
17.1 Rights on Default.
17.1.1 In the event of any default by Tenant as provided herein, the Ciry shall have Ihe
opfion to do any of ihe following in addition to and not in limitation of any other
remedy permitled by law or by this Lease;
17.1.2 Terminale this Lease, in which event Tenant shall immedialely surrender the
Demised Premises to the Ciry, 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 tor
possession or arrearages in rent or damages for breach ot contract, enter upon
Demised Premises and expel or�emove Tenant and his effects in accordance with
law, wi[hout being liable for prosecution or any claim tor damages therefore, and
Tenant agrees to indemnify and hold harmless lhe City for all loss and damage
which the City may suffer by reasons o�such termination,whether through inability
to re-let the Demised Premises, or through decrease in rent, or otherwise.
17.1.3 Declare the entire amount of the ren[which would become tlue and payable tluring
the remainder of the term of this Lease to be due and payable immediately, in
which event Tenant agrees to pay ihe same at once, together with all rents
iherefore due, at the address of the City, as provided in the Notices section of ihis
Lease: provided, however, that such paymeN shall not constitute a penalty,
forteiture, or liquidated damage, but shall merely constitute payment in advance of
�he rents for the remainder o( said [erm and such paymenl shall be considered,
construed and taken to be a debt provable in bankruptcy or receivership.
1957
17.1.4 Enter the Demised Premises as Ihe agent of Tenant, by force if necessary, without
being liable to prosecution or any claim for damages Iherefore, remove Tenanfs
property there from, and re-le�the Demised Premises,or portions thereof,for such
terms and upon such condi[ions which the Ciry deems, in its sole discretion,
desirable, and to receive the rents there(ore, antl Tenant shall pay the City any
defciency that may arise by reason o�such re-letting, on demand at any time and
from time to time at the office of the City; and for the purpose o(re-letting, 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 cosis and expenses
therefore from rents resulting from re-letting; and (iii)Tenant shall pay ihe City any
deficiency as aforesaid.
17.1.5 Take possession of any personal property owned by Tenant on said Demised
Premises antl sell the same at public or pnvate sale, and apply same to the
payment of rent due, holding the Tenant liable for the deficiency, if any.
17.1.6 It is expressly agreed and understood by and behveen the parties hereto that any
installments of rent accruing under the provisions of this Lease which shall not be
paid when due shall bear interest at the maximum legal rate o�interest per annum
then p�evailing in Florida from the date when Ihe same was payahle by the terms
hereof, until the same shall be paid by Tenant.Any failure on the Ciry's behalf to
enforce Ihis Section shall not constitute a waiver of this provision with respect to
future accruals of past due rent No interest will be charged for payments made
within ihe grace period, such grace period lo be defined as within fve (5) days of
the due date. In addition, there will be a late charqe of fve percent (5%) for any
payments submitted aNer the grace period.
17.1.7 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 ezpense but the
Ciry shall not be obligated to do so.Tenant, upon the City's paying such expense,
shall be obligated to forthwith reimburse [he 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 Ihe City from Tenant as rent, and shall
be due from Tenant to City on ihe frst day of Ihe month following the payment of
the ezpense by the City.
17.1.8 The rights of the Ciry under this Lease shall be cumulative but not reshictive to
ihose given by law and failure on the part of the City to ezercise promptty any rights
given hereunder shall not operate to waive or to forfeit any of the said rights.
172 Default by City.
Failure of the City to perform any of the covenants, conditions and agreements of the
Lease which are to be pertormed by the Ciry and the continuance of such failure for a
period of thirty(30)days aRer notice thereof in writing trom Tenant to ihe Ciry(which notice
shall specify Ihe respects in which Tenant coMends that Ihe City failed to pertorm any such
covenant, conditions and agreements) shall constitute a default by the City, unless such
default is one which cannot be cured within Ihirty (30) days because of circumstances
beyond the City's control, and ihe City within such thirty (30) day period shall have
commenced and thereaker shall continue diligently to prosecute all actions necessary to
wre such defaults.
1958
However, in the event the Ciry 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 the Tenant, ihen such failure to
pertorm (regardless o( circumstances beyond its conirol) as indicated above, shall
consti[ute a de(ault by the City.
17.3 Tenant's Rights on Detault:
If an event of the City's default shall occur, Tenant, to the fullest extent permitted by law,
shall have the right and option to terminate this Lease and all of its obligations hereunder
by giving written notice of such election to the City, and shall further have the right to
pursue any actions at law or suits in equity to obtain damages resulting trom the City's
default. NoRvithstanding anyching in Ihis Section 17.3 or the Lease, in the event of a default
by the City, Tenant hereby agrees and acknowledges that in no event shall Ihe Ciry be
liable for any incidental, indirect, special or consequential tlamages, including without
limitation loss of revenue and lost profts, of Tenant which may be alleged as a result of
the Citys default.
18. Indemnity Against Costs and Charges.
18.1 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 the
Tenanfs 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 TenanPs properly situated thereon to the same extent and
on the same conditions as delinquent rent would constitute a lien on said premises and
property.
18.2 If Tenant shall at any time be in defaup hereunder, and if the Ciry shall deem it
necessary to engage an ariorney ro enforce Ihe City's rights and TenanCs obligations
hereunder, Tenant will reimburse Ihe 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 6e liable for expenses incurred at
both the trial and appellate levels.
19. Indemnification Against Claims.
19.1 Tenant shall indemnify and save the City harmless from and against any and all claims or
causes of action (whether groundless or othervvise) by or on behalf of any person,firm, or
corporation,for personal injury or property damage occurring upon the Demised Premises
or upon any parking lot or other faciliry or appurtenance used in connection with the
Demised Premises, occasioned in whole or in part by any of lhe following:
19.1.1 An act or omission on the part of the Tenant, or any employee, agent, invitee, or
guest, assignee or sub-tenant of�he Tenant;
19.12 Any misuse, neglect, or unlawful use of the Demised Premises or the building in
which the Demised Premises is bcated or any of its facilities by the Tenanl, or any
employee, agent, invitee, or guest, assignee or sub-tenant or lhe Tenant, but not
lo include trespassers upon the Demised Premises;
19.1.3 Any breach, violation, or non-pertormance of any undertaking of Ihe Tenant under
this Lease;
1959
19.1.4 Anylhing growing out of the use or occupancy of the Demised Premises by the
Tenant or anyone holding or claiming to hold through or under Ihe Lease.
192 Tenant agrees to pay all damages to the Demised Premises or other facilities used in
connection Iherewith, caused by Ihe Tenant or any employee, guest, or invitee of the
Tenant.
20. Signs and Advertising.
Without the prio�written consent of the City, at the City's sole discretion, Tenant shall nol
permi[ 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 ihe City and comply with all applicable building codes,
and any other Municipal, Coun�y, State and Federal laws
27. Damage to the Demised Premises and/or Restaurant at 876 Commerce Street.
21.1 If Ihe Demised Premises andlor restaurant at 816 Commerce Sireet shall be damaged by
the elemenis or other casualty nol due to TenanCs negligence, or by fire, but are not
thereby rendered untenantahle, as detertnined by Ihe Ciry, in whole or in part(hereinafter
referred to as"such occurtence").Tenant shall as soon as possible after such ocwrrence,
utilize its insurence proceeds to cause such damage lo be repaired and the rent for the
Demised Premises shall not be abafed. If by reason of such occurrence, the Demised
Premises andlor restaurant at 816 Commerce Street shall be rendered untenantable, as
determined by the City, only in part, Tenant shall as soon as possible utilize its insurance
proceeds to cause Ihe damage to be repaired, and Ihe rent for the Demised Premises
shall be abated proportionately as to the portion of the Demised Premises rendered
untenantable; provided however, if either the Demised Premises andlor restaurant at 816
Commerce Stieet are by reason of such occurrence, rendered more than 50°/ but less
than 100% untenantable, as determined by the Cily, Tenant shall promptly obtain a good
faith estimate, from a licensed conlractor acceptable to the City, of the time required to
render the Demised Premises and/or restaurant at 816 Commerce Sheet tenantable. If
such time exceeds sinty (60) days, the City andlor Tenant shall have the option of
canceling this Lease, which option shall be exercised by the reques�ing party in writing
wflhin ten (10) days of the end of the sixty (60) day period, and the Lease shall be
terminated within thirty(30) days fmm the date thereof.
21.2 If the Demised Premises and/or restaurant at 816 Commerce Street shall be rendered
wholty untenantable by reason of such occurrence, Tenant shall utilize its insurence
proceeds to cause such damage to be repaired and the rent for the Demised Premises
shall be aba�ed in whole; provided, however, Iha� the Tenant shall have the right, to be
exercisetl by notice in writing delivered to ihe City within sixty (60) days from antl after
said occurrence, to elect not to reconshuc� Ihe destroyed Demised Premises andlor
reslauraM, and in such event, this Lease and ihe tenancy hereby created shall cease as
of the date of said occurrence, Ihe rent to be adjusted as of such date. I(the Demised
Premises shall be rendered wholly untenanlable, the Ciry and/or Tenant shall have [he
right, to be exercised by notice in writing, delivered�o the other party within thirty(30)days
from and after said occurrence, ro elect to terminate this Lease, the rent to be adjusted
accordingly.
1960
22. Ouiet 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.
23. Waiver.
23.1 It is mutually covenanted and agreed by and between the parties hereto ihat the failure of
Ihe City to insist upon the strict performance of any ot the conditions, covenants, terms or
provisions of this Lease, or to exercise any option herein conferred, will not be considered
or consvued as a waiver or relinquishmeN for the future of any such conditions,
covenants, terms, provisions or options but Ihe same shall continue and remain in full
force and effect.
23.2 A waiver of any term expressed herein shall not be implied by any neglect of the Ciry to
declare a foheiture on account of the violation of such term if such violation by continued
or repeated subsequently and any express waiver shall not aRect any term other than ihe
one specified in such waiver and that one only for the time and in the manner specifically
stated.
23.3 The receipt of any sum paid by Tenant to the Ciry 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 paymenl for use and occupation, and not as rent,
unless such breach be expressly waived in writing by the City.
24. Notices.
The addresses for all notices required under Ihis Lease shall be as follows, or at such
other address as either party shall be in wdling, notify the other:
CITY: City Manager
Ciry of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Withcopiesto: CityAttorney
City of Miami Beach
1700 Convention Center Drive, 4'^floor
Miami Beach, Florida 33139
TENANT SOBETOSCANALLC
816 Commerce Street
Miami Beach, Florida 33139
Attn: Catherine Arrighi Guitera
All notices shall 6e hand delivered and a receip� requested, or 6y cehifed mail with retum
receipt requestetl, and shall be effective upon receipt.
25. Entire and Binding Agreement.
This Lease con[ains all of the agreements beRveen 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 interesL The terms, covenants and conditions contained herein shall
1961
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.
26. Provisions Severable.
If any term or provision of this Lease or the application thereof to any person or
circumstance shall,to any eztent, 6e invalid or unenforceable,the remainder ofthis 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 permRted
by law.
27. Captions.
The raptions conlained herein are for the convenience and reference only and shall not
be deemed a part of Ihis Lease or conshued as in any manner limiting or amplifying the
terms antl provisions of Ihis Lease to which they relate.
28. Number and Gender.
Whenever used hereiq the singular number shall include the plural and the plural shall
include the singular, and the use o(one gender shall inGude all genders.
29. Governing Law.
This Lease shall be governed by and construed in accordance with the law of the State of
Florida.
30. Limitation of Liability.
The City desires to enter into this Lease only if in so doing the City can place a limit on lhe
City's liability for any cause of action for money damages due to an alleged breach by ihe
Ciry of this Lease, so that its liability for any such breach never ezceeds the sum of Ten
Thousand ($10,000.00) Dollars and no/100. Tenant hereby expresses its willingness to
enter into this Lease with the TenanYs recovery from the City for any damage action for
breach of contract to be limi�ed to a maximum amount of Ten Thousand ($10,000.00)
Dollars.Accordingly,and nohvithstanding any other term or condi[ion of this Lease,Tenan[
hereby agrees that the City shall not be liable to 7enant for damage in an amount in excess
of Ten Thousand ($10,000.00) Dollars for any aclion 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 City's liability as set forth in Florida
Statutes, Section 768.28.
31. 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, fxtures, fumishings, appliances
or other personal property, if any, located at or on �he Demised Premises and used by
Tenant in Ihe maintenance,management or operation of the Demised Premises, exduding
any hade fxWres or personal property, if any,which can be removed wilhout material injury
ro the Demised Premises, free oi all liens, claims and encumbrances and rights of o[hers
or broom- clean, [ogether with all structural changes, altera[ions, additions, and
improvements which may have been made upon the Demised Premises, in good order,
1962
condition and repair, reasonable wear and tear excepted, subject, however, to ihe
subsequent provisions of lhis Article.Any property which pursuant to the provisions of this
Section is removable by Tenan[ on or at the Demised Premises upon the termination o!
this Lease and is not so removed may, at the option of the City, be deemed abandoned by
the Tenant, and either may be retained by the City as its properry or may be removed and
disposed of at the sole wst of the Tenant in such manner as the Ciry may see ft If the
Demised Premises and personal property, if any, be not surrendered at the end of the term
as provided in this Seclion, the Tenant shall make good the City all damages which the
City shall suffer by reason Ihereof, and shall indemnify and hold harmless the City against
all claims made by any succeeding tenant or purohaser, so far as such delay is occasioned
by Ihe failure ot the Tenant to suvender Ihe Demised Premises as and when herein
required.
32. Time is of the Essence.
Time is of the essence in every particular and particularly where ihe obligation to pay
money is involved.
33. Venue.
This Lease shall be enforceable in Miami-Dade Counry, Florida, and iF legal action is
necessary by either party with respect to the enforcement of any and all the terms or
conditions herein, exdusive venue for the enforcement of same shall lie in Miami-Dade
County, Florida.
CITYAND TENANT HEREBY KNOWINGLYAND 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
MATTERARISING OUT OF OR RELATED TO THIS LEASE.
34. PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSNRENE FOOD
SERVICE ARTICLES OR PLASTIC STRAWS. Pursuant to Section 82-7 of the City Code,
as may be amended from tlme to time, effective August 2, 2014, the City has prohibited
the use of expanded polystyrene food service articles 6y City Contractors, in connection
wRh any Ciry 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
polyslyrene food service articles will be allowed in the right-of-way, and no polystyrene
food service articles can be provided ro sidewalk cafe patrons.
Expanded polystyrene is a petroleum byproduct commonly known as Styrofoam.
Expanded polystyrene is more particularly deFlned as blown polystyrene and expanded
and extruded foams thal are lhermoplastic pe[rochemical ma�erials utilizing a s[yrene
monomer and processed by any number of techniques including, bu� 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 artides means plates, bowls, cups, containers, lids,
vays, coolers, ice chesis, and all similar articles that consist of expanded polystyrene.
Tenant agrees not to sell, use, provide food in, o�offer the use of expanded polystyrene
food service artides 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
containetl in this Sec[ion 35. A violation of Ihis seclion shall be deemed a default under
Ihe [erms of Ihis Lease. This subsedion shall not apply to expanded potysryrene food
1963
service articles used for prepackaged food that have been flled and sealed prior to receipt
by the Tenant or its vendors.
Additionally,Tenant agrees to compty(and ensure compliance by its vendors)with Section
46-92 (c) of the City Code, which states that it is unlawful for any person [o carry any
expanded polystyrene product onto any beach or into any park within ihe Ciry or for any
business to provide plastic straws with �he service or delivery of any beverage to palrons
on Ihe beach. �
35. Inspector General Audit Rights
35.1 Pursuant to Section 2-256 of the Code of the Ciry of Miami Beach, Ihe City has
established the Office of the Inspector General which may, on a random basis, pe�iorm
reviews, audits, inspections and investigations on all City wntracts, ihroughout the
duration of said contracts. This random audit is separate and distinct from any other audit
peAormed by or on behalf of the Ciry.
35.2 The Office of the Inspector General is authonzed to investigate Ciry affairs and
empowered to review past, present and proposed City programs accounts, records,
conUacts and transactions. In additioq [he Inspector General has ihe 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 conceming whether the project is on time, within budget and in
conformance with the contrect documents and applicable law. The Inspector General
shall have the power to audit. investigate, monRor, oversee, inspect and review
operations. activities pertormance and procurement process including but not limited
to project design, bid specitications, (bidlproposal) submittals, activities ot the Tenant.
its o8icers, agents and employees, lobbyists, City staff and elected offcials to ensure
compliance with the coniract documents and to detect fraud and wrruption. Pursuant
to Section 2-378 of the Ciry Code,the City is allocating a percentage of its overall annual
contred expendiWres to fund the activities and ope�ations of the Office of Inspector
General.
35.3 Upon ten(10)days,written notice ro the Tenant. the Tenan� shali make all requested
records and documents available to the Inspector General for inspection and copying.
The Inspecror 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 m project
design, bid specifcations, (bidlproposal) submittals, activities of the Tenant its officers,
agents and employees, lobbyis[s, City s�aR and elected offcials to ensure compliance
with ihe wntract documents and to delect fraud and corruption.
35.4 The Inspector General shall have ihe right to inspect and copy all documents and
remrds in the TenanPs possession, custody or con[rol which in the Inspector General's
sole judgment. pertain to pertormance of ihe con�ract. including. but no[ limited to
original estimate (les, change order eslimate files, workshee�s. proposals and
agreements from and with successful subcontractors and suppliers, all proiect-related
correspondence, memoranda, insiructions, financial documen[s, construction
documents, (bidlproposal) and contract documents, back- change documents, all
documents and records which imolve cash, trade or volume discounts, insurance
proceeds, rebates,or dividends received, payroll and personnel records and supporting
documentation for the aforesaid documen[s and records.
1964
35.5 The Tenant shall make available at its office at all reasonable times the records.
materials. and o�her evidence re9arding the acquisition (bid preparation) and
performance of this Agreement for examination, audit. or reproduction, until three (3)
years after fnal payment under this Agreement or for any longer period required by
stamte or by other clauses of this Agreement In addition:
(a) If [his Agreement is completely or partially terminated, the Tenant shall make
available records relaling to the work terminated until [hree (3)years after any
resulting final termination settlement; and
(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 Flnally resolved.
35.6 The provisions in this section shall apply m the Tenant, its offcers. agents, employees,
subcontractors and suppliers. The Tenant shall incorporate the provisions in this section
in all subcontracts and all other agreements ezecuted by the Tenant in connection with
the performance of this Agreement.
35J Nothing in ihis 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 Ihey
be construed to impose any liability on the City by the Tenant or third parties.
36. Tenant's Compliance With Anti-Human Trafficking Laws.
Tenant agrees to wmply with Section 787.06, Florida Statufes, as may be amended from
time to time, and has executed ihe Certifcation of Compliance with Anti-Human Traffcking
Laws, as required by Section 787.06(13), Florida Statutes, incorporated herein by
re(erence and attached hereto as Exhibil D.
37. Prohibition on Contracting wkh a Business engaging in a Boycott.
Tenant warrants and represents that it is not currently engaged in, and will not engage
iq a boycott, as defined in Section 2-375 of the City Code. In accordance with Section
2375.�(2)(a) of the Ciry Code, Tenant hereby certifes that Tenant is not currently
engaged in, and agrees for the duretion of the Agreement to not engage in, a boycott of
Israel.
38. Prohibition Against Contracting with Foreign Countries of Concern When an
Individual's Personal Identiying Information May Be Accessed.
Tenant hereby agrees[o comply with Section 287.138, Florida Statutes, as may be amended trom
time to time, which states [hat as of January 1, 2024, a govemmental entity may not accept a bid
on, a proposal for, or a reply to, or enter iMo, a con[ract with an en[iry which would grant the entiry
access to an individual's personal identifying information (PII), unless the en[ity provides the
govemmental entity with an affdavit signed 6y an officer or representative of the entity under
penalty of perjury attesting [hat the entity does no� meet any of the criteria in Paragraphs 2(a)-(c)
of Section 287.138, Florida StaWtes: (a)the entity is owned by a govemment of a foreign country
ot concern; (b) the govemment of a foreign couniry of concem has a wntrolling interest in the
entity; or (c) the entity is organized under the laws of or has its principal place of business in a
foreign counhy of concem (each a "Prohibited Entity"). Aforeign country of concem is defned in
1965
Section 287.138 (1)(c), Fbrida Statutes, as may be amended from time to time, as the People's
Republic of China, the Russian Federation,ihe Islamic Republic of Iran, the Democratic People's
Republic of Korea, the Republic of Cuba,the Venezuelan regime of Nicolas Maduro, or the Syrian
Arab Republic, including any agency of or any other entity of significant control of such foreign
wuntry of concem.Additionally, beginning July i, 2025, a govemmental entiry may not extend or
renew a contract with a Prohibited Entity. Tenant warrants and represents Ihat it does not fall
within the definition of a Prohibited Entity, and as such, has caused an authorized representative
of Tenant to execute the 'Prohibition Against Contracting with Entities of Foreign Countries of
Concem AffidaviC, incorporated herein by reference and attached hereto as Exhi6it E.
39. Prohibition on Contracting with an Individual or Entity which has Pertormed
Services for Compensation to a Candidate for City Elected Office.
Tenant warrants and represents that, within two(2)years prior to the Effec[ive Date, Tenant has
not received compensation for services pertormed for a candidate for City elected oKce, as
contemplated by[he prohibitions and exceptions of Section 2-379 of the City Code.
For the avoidance of doubt, the restrictions on wntracting with the City pursuant to Section 2-
379 of the City Code shall not aoolv to the following:
(a) Any individual or entity lhat provides goods to a candidate for offce.
(b) Any individual or entiry Ihat provides services to a candidate for office if those same
services are regularly peAortned by the individual or entity in the ordinary course of
6usiness for clieNs or cus[omers o�her than candidate5 for offce.This includes, without
limita�ion, banks, telephone or interne[ service providers, printing companies, even[
venues, restaurants, caterers, [ransportation pmviders, and office supply vendors.
(c) Any individual or entity which pertorms licensed professional services (including fo�
example, legal or accounting services.
40. Florida Public Records law.
40.1 Tenant shall comply with Florida Public Records law under Chapte� 119, Florida
Statutes, as may be amentled from time to time.
402 The term "public records" shall have the meaning set forth in Section 119.011(12), �
which means all documents, papers, letters, maps, books, [apes, pholographs,
films, sound recordings, dafa processing software, or other material, regardless of
the physical form, characteristics, or means of iransmission, made or received
pursuant to law or ordinance or in connection with�he transaclion of official business
of ihe City.
40.3 Pursuant to Section 119.0701 0(the Fbrida Statutes, if Tenant meets the defnition
of"Contractor"as defined in Section 119.0701(1)(a),7enant shall�.
40.3.1 Keep and maintain public records required by the City to perform the service;
40.32 Upon request trom the City's custodian of public records, provide the Ctty with
a copy of the requested records or allow the records to be inspected or copied
1966
within a reasonable time at a cost that does not exceed the cost provided in
Chapter 719, Florida StaNtes or as otherwise provided 6y law;
40.3.3 Ensure that public records that are exempt or confidential and exempt from
public records disdosure requirements are not disclosed, except as authorized
by law,forthe duration of the contract term and following completion of the Lease
if Tenant does not transfer the records to the City;
40.3.4 Upon completion of the Lease, Vansfer, at no cost to ihe City, all public records
in possession of Tenant or keep and maintain public records required by the City
to perform the service. If Tenant transfers all public records to the City upon
completion of the Lease, Tenant shall desiroy any duplicate public records ihat
are ezempt or confdential and exempt from public records disclosure
requirements. If Tenant keeps antl maintains public records upon completion of
the Lease, Tenant shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the City, upon
request from Ihe City's custodian of public records, in a format that is compatible
with the information technology systems of Ihe City.
40.4 Request for Records; Noncompliance.
40.4.1 A request to inspect or copy public records relating to the City's contract for
services mus[ be made directly to the Ciry. If the Ciry does not possess[he
requested records, the Ciry shall immediafely notlfy Tenant of the request, and
Tenant must provide the records to the City or allow the records to be inspected
or copied within a reasonable time.
40.42 Tenanfs failure b comply with the City's request for records shall constitute a
breach of this Lease, and the Ciry, at its sole discretion, may: (1) unilaterally
terminate ihe Lease; (2) avail itsel( of ihe remedies set forth under lhe Lease;
and/or(3)avail itseltof any available remedies at law or in equiry.
40.4.3 A Tenant who fails to provide the public records to ihe Ciry within a reasonable
time may be subject to penalties under s. 119.10.
40.5 Civil Action.
40.5.1 If a civil action is filed against a Tenant to wmpel production of public remrds
relating to the City's contract for services, the court shall assess and award
against Tenant [he reasonable costs of enforcement, including reasonable
attorney fees, if:
40.5.1.1 The wurt de[ermines lhat Tenant unlawfully refused to comply with the
public records request within a reasonable time; and
40.5.12 At least 8 business days betore fling the action, the plaintiff provided
written notice o(the public records request, including a statement that
Tenant has not complied with ihe request, to the City and to Tenant.
40.52 A notice complies with subparagraph 4QS.L2 if it is sent to the City's cus[odian
of public records and to 7enant at 7enant's address listed on its contract with Ihe
1967
City or to Tenanfs registered agent. Such notices must be sent by common carrier
delivery service or by registered, Global Express Guaranteed, or certified mail,
wilh postage or shipping paid by Ihe sender and with evidence of delivery, which
may be in an electronic(ormat.
40.5.3 ATenantwhocomplieswithapublicrecordsrequestwithin8businessdaysafter
the no[ice is sent is not liable for[he reasonable costs of enforcement.
ao.s IF THE TENANT HAS QUESTIONS REGARDING
THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE TENANT'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV
PHONE: 305-673-7411
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
1968
IN WITNESS WHEREOF, Ihe parties hereto have caused ihese presents to be signed by
the respective duly authorized offcers and the respective corporete seals to be affixed this_
day of 20_
ATTEST: CITY:
CITY OF MIAMI BEACH, FLORIDA
By: BY
Rafael E. Granada, Ciry qerk Eric T. Carpenter, RE., City Manager
ATTEST: TENANT:
SOBE TOSCANA, LLC
By: gy
Name: Name:
Title:
1969
EXHIBIT A
Description of Demised Premises
A portion of Lots 1 and 2, Block 51, Ocean Beach Addition No. 3, according to the plat thereof,
recorded in Plat Book 2, at page 81, of the Public Records of Dade Counry, Florida, being more
particularly described as follows: Bounded on the North by the South RIVII line of Commerce SL;
Bounded on the West by ihe East line of Lot 2; Bounded on the South by Ihe North RIVII line of
Biscayne Court; Bounded on the East by a line that is a perpendicular dis[ance of 100 feet
westedy and parallel m the East RIVII line of Washington Avenue.
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1970
EXHIBIT B
Additional Requiremenls
The Demised Premises shall be maintained in a clean, neat and orderly appearance at all times
by the Tenant. The area of ihe sidewalk, curb and gutter immediately adjacent to the Demised
Premises shall be cleared of all debris durinq hours of operation, and again at the cbse of each
business day, or as may otherwise be determined by the City Manager. The Tenant shall be
responsible for cleaning the Floor surface on which the outdoor seating is located at the close of
each business day. In addition, the following conditions shall apply:
a. Tables, chairs, umbrellas and any other outdoor cafe fumiture shall be maintained in a
clean, attractive, and orderty appearance, and shall be maintained and kept in good repair
at all times;
b. All outdoor furniture shall be of hiqh quality, design, materials, and workmanship so as to
ensure the safety and convenience of the public,
c. Tenant must obtain approvals from the Planning Department and the Ciry Administration
in the design and layout of the outdoor cate pavers, tables. chairs and umbrellas. Only ihe
outdoor cafe fumilure specifcally shown on the approved site plan shall be allowed in the
Demised Premises:
d. All tables, chairs, umbrellas, and any other outdoor furniture shall be readily removable,
and shall not be physically attached,chained, or in any other manner affixed to any public
slructure, street fumiture, signage, and/or other public fixture, or to a curb andlor public
right-of-way;
e. The stacking or piling up of chairs shall be prohi6ited on the Demised Premises;
f. At close of business, all tables, chairs and any other outdoor furniture shall be removed
from the Demised Premises and stored in a non-visible location from the public righhoL
way. Any exception to this requirement shall be at Ihe sole and absolufe discretion of the
Ciry Manager and/or his/her designee.
g. No storage of dishes, silverware, bussing stations or other similar restaurant equipment
shall be allowed in the Demised Premises, or in any other portion ot the public right-o4
way, or outside the structural confines of the building in which the restaurant is located,
dunng non-business hours;
h. There shall be no live entertainment or speakers placed in the Demised Premises;
i. Only one menu board shall be permitled to be displayed on the Demised Piemises, the
location of which shall be set back nex[to the main enirence door of ihe enclosed area ot
the restaurent;
j. No food preparation, food srorege, refrigeration apparaws or equipment, or fre appareWs
or equipment, shall be allowed on the Demised Premises;
k. No food displays shall be permitted on Demised Premises. No advertising signs or
business identification signs shall be permitted, except Ihat the restaurent name andlor its
logo may be permitled on umbrellas but such logos and/or lettering may not exceed six
inches in height;
I. Plants shall be properly main[ained. Distressed plants shall be promptly replaced. Plant
fertilizers which con[ain material that can stain the sidewalks shall not be allowed;
1971
m. The City Manager or hislher designee may wuse the immediate removal, relocation
and/or storage of all or part of any furniWre located on the Demised Premises in
emergency situa�ions or for public safety consideretions. Upon written and/or verbal
notification by the Ciry Manager o! a hurricane or other major weather event, or the
issuance of a hwricane waming by Miami-Dade County,whichever occurs first,the Tenant
shall, within no more than four hours of same, remove and place indoors all tables, chairs
and any other ou[door fumiture located on the Demised Premises. The notifcation by the
City Manager of a hurricane or othe�major wea�her event, or the issuance of a hurricane
waming, shall constitute a public emergency sfluation as referenced in this division. The
Ciry Manager may remove, relocate, andlor store any outdoor fumiture found on the
Demised Premises that has otherwise not been removed by the Tenant pursuant to Ihis
subsection. Any and all costs incurred by the Ciry for removal, relocation andlor storage
ot Tenant's furniture shall be the responsibility of the Tenant.
(THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK)
19�2
EXHIBIT C
Unconditional Guarenty
THIS UNCONDITIONAL GUARANN (the "Guaranty") is made as of this _ day
of , 20_, by Catherine Arrighi Guitera, individually (the "Guaranmr"), in favor of qTY
OF MIAMIBEACH, FLORIDA, a municipal corporation organized and existing under Ihe laws of
the State of Fbrida (the "City"), and is executed pursuant lo tha[certain Lease Agreement, dated
, 20_ ([he "Lease"), between the City antl SOBE TOSCANA LLC (ihe
"Tenanf'), imolving unimproved city-owned land as defined in the Lease as the Demised
Premises, having a physical address of 22 Washington Avenue, Miami Beach, Florida 33139(the
"Demised Premises").All capitalized terms not othervvise def ned herein shall have the meanings
ascribed to Ihem in Ihe Lease.
FOR VALUE RECEIVED, Ihe receipt whereof is hereby acknowledged, in consideration
of, and as an inducement to the City's entering into the Lease with Tenant, the undersigned
Guaranror, in consideration of ihe benefits to flow to the Tenant and to the undersigned as
stockholder, offcei, and/or director of said Tenant do hereby inevocably and unconditionally
guarantee to the City for fhe entire Term of the Lease (the "Guaranty Term") the full and faithful
performance of all of the obligations, duties and liabili[ies of the Tenan[ under [hat certain Lease
for the Demised Premises, to the limit of an amount that equals ihe last six months of Base Rent
(as defined in ihe Lease), in the agreed amount of Forty-Three Thousand One Hundred Eighteen
and 04I100 Dollars ($43,118.04).
This Guaranry is a guarantee of paymen� and not of collectability is not in any way
conditional or contingent and constitutes a valid obligation of Guarantor, and shall not be
terminated, affected or impaired by reason of the assertion by the Ciry against Tenant of any of
the rights and remedies reserved to ihe Ciry pursuant to the provisions of the Lease. The validity
of this Guaranly shall not be terminated, affected or impaired by reason of any action which the
City may take or fail to take against Tenant or by reason of any waiver of or failure to enforce any
of the rights or remedies reserved to[he City in the Lease or for any other cause or circumstance
whatsoever, inGuding but not limited to any subletting of ihe Demised Premises, assignment of
the Lease or waiver o�any breach by lhe Tenan[.
This liability o(Guarantor hereunder shall be primary and independent o(the obligations
of Tenant, and the City may proceed against Guarantor without commencing any action against
Tenant. The City shall not be required to make any demand upon or pursue and exhaust any of
its rights or remedies against Tenant, before, simultaneously with, or after enforcing its rights or
remedies against Guarantor under this Guaranry; antl Guarantor agrees that the City may enforce
any or all of its remedies hereunder at such time or times or in such manner as it shall deem
appropriate.
This Guaranry shall remain and continue in full force and effect tlunng the Guaranty Term,
notwithstanding any modifcation, amendment,renewal or eztension of the Lease or any provision
thereo�and nohvithstanding any assignment of interest therein.
The Guaranlor consen[s lo all of Ihe terms and provisions of�he Lease, as the same may
be from time lo time hereafter amended, and expressly waive (i) any and all notices of proof of
non-payment, non-performance or non-observance by Tenant of any covenant or provision of the
Lease, (ii) any and all demands, notices, rights or remedies of any kind which may be required m
be given or which may inure ro the benefit of Guarantor under applicable law, and (iii)any and all
notices of defaNt or events of default hereunder or under the Lease.
1973
The City and Guarantor agree that in any action or proceeding brought by either the City
or Guarantor against the other on any matters whatsoever arising out of, under, or by virtue of
this Guaranry("Legal Prxeeding"),the Ciry and Guarantor shall and do hereby waive trial by jury.
In addition, the venue, in connection with any such Legal Proceeding, shall be in Miami-Dade
County, Florida. Should it become necessary[o enforce lhe terms and conditions of this Guaranty,
Ihe prevailing party shall be entitled to collect court costs and atlorney's fees in connection with
said prosecution, including any appeals resulting from said Legal Proceeding.
Following the expiration of the Guaranty Term, upon wrillen request by Tenant, the original
of this Guarenty shall be marketl as "cancelled" and returned to Guarantors. This Guaranty shall
inure to the beneft of the City, its heirs, executors, successors and assigns and shall bind the
heirs, executors, successors and assigns of Guarantors.
EXECUTED as of ihe day and year first above writteq to be effective as of the date of the
lease.
GUARANTOR:
Name:
STATE OF FLORIDA
MIAMI-DADE COUNTY
The foregoing instrument was acknowledged before me this day of , 20_by
_personally known to me or who has
produced a valid driver's license as identiTcation.
Notary Public, State o( Florida
Print Name:
My Commission Expires:
1974
EXHIBIT D
Anti-Human Trafficking AHidavit
In accordance with Seclion 787.06 (13), Florida Statutes. Ihe undersigned, on behalf of Tenant
hereby attests under penalry of pe�jury that Tenant does not use coercion for labor or services
as tlefned in Section 787.06, Florida Statutes, entitled "Human Trafficking".
I understand that I am swearing or affirming under oath to the truthfulness of the claims made in
this affidavit and ihat the punishment tor knowingly making a false statement inGudes fnes
and/or imprisonmeM.
The undersigned is authorized to execute this affdavit on behalf of Tenant.
TENANT:
, a corporation.
Name/Title: (Address)
State of
County of
The foregoing instrument was acknowledged before me by means of � physical presence or❑
online notarization,this_day of , z02_bY
, as , of
, a corporatioq known to me to be
the person described herein, or who produced as
identifcation, and who didldid not take an oath.
NOTARY PUBLIC:
(Signature)
(Print Name)
My commission expires:
1975
EXHIBIT E
Prohibition Against Contracting with Foreign Countries of Concern Affidavit
In accordance with Section 287.738, Florida Statutes, incorporated herein by reference, the
undersigned, on behalf of Tenant, hereby attests under penalry of perjury that Tenant does not
meet any of the following criteria in Paragraphs 2(a}(c)of Section 287.138, Florida Statutes: (a)
Tenant is owned by a govemment of a foreign country of concem; (b) the govemment of a
foreign country of concem has a controlling interest in Tenant; or(c)Tenant is organized under
�he laws ot or has its principal place of business in a foreign country of concern.
I understand that I am swearing or affrtning under oath, under penalties of perjury, to the
trWhfulness of the claims made in this affidavit and Ihat Ihe punishment for knowingly making a
false statement includes fnes and/or imprisonment.
The undersignetl is authorized m execute this affidavit on behalf of Tenant.
TENANT:
, a corporation.
NamelTiUe: (Address)
State of
County of
The foregoing instrument was acknowledged before me by means of � physical presence or ❑
online notarization, lhis_day of , 202_by
as o(
, a corporation, known to me to be
the person described herein, or who produced as
identiFiwtion, and who ditlldid not take an oath.
NOTARY PUBLIC:
(Signature)
(Print Name)
My commission expires
1976
EXHIBIT F
EasementAgreement
1977