Amendment No.1 to Lease Agreement with SOBE Toscana, LLC DocuSign Envelope ID:4E1 CD95B-40C8-4B19-BFDD-A0AA55E18D90
AMENDMENT NO. 1 TO LEASE AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND
SOBE TOSCANA, LLC
This Amendment No. 1 (Amendment) to Lease Agreement, dated May 25, 2018 (Lease),
by and between the CITY OF MIAMI BEACH,a municipality existing under the laws of the
State of Florida, having its principal place of business at 1700 Convention Center Drive,
Miami Beach, Florida 33139 (Landlord), and SOBE TOSCANA, LLC, a Florida limited
liability company, having its principal place of business at 22 Washington Avenue, Miami
Beach, FL 33139 (Tenant), is entered into this 17 day of December 2021.
RECITALS
WHEREAS, pursuant to Resolution No. 2017-29941, the City and Tenant entered
into a Lease on August 9, 2017; and
WHEREAS, said Lease having an initial term of five (5) years, commencing August
1, 2017, and ending July 31, 2022, with one (1) option of four (4) years and nine (9)
months; and
WHEREAS, the Tenant communicated to the City their expansion within the
adjacent Restaurant at 816 Commerce Street space; and
WHEREAS, prior to expiration of the initial term, the Tenant expressed an interest
to exercise the sole renewal term for a period of four(4) years and nine months; and
WHEREAS, on October 13. 2021 the Mayor and City Commission adopted
Resolution No. 2021-31886, approving Amendment No.1 to the Lease, approving the sole
renewal of the Lease and further modifying the Termination for Convenience clause, as
more particularly set forth herein
NOW THEREFORE, in consideration of the mutual promises and conditions
contained herein, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the Landlord and Tenant hereby agree to amend the Lease as
follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated as part of this
Amendment
2. MODIFICATIONS.
The Agreement is hereby amended (deleted items stcask-th and inserted
items underlined) as follows:
scanned
APR 0 6 2022
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(a) The City hereby approves the sole renewal option of the Lease, commencing
August 1, 2022 and ending May 31, 2027, based upon Tenant's agreement to
pay the Renewal Rent.
(b) Section 2.3 of the Lease is hereby modified as follows:
2.3 Termination for Convenience.
This Lease may be terminated,in whole or in part, by the City, for convenience and without
cause, upon the furnishing of sixty (60) days prior written notice to Tenant.
Notwithstanding the foregoing, the City shall not exercise this Termination for
Convenience wi -thefirstthree04years-of-k►eTerm. without prior formal consent from
the City Commission.
In the event of termination by the City pursuant to this subsection, Tenant herein
acknowledges and agrees that it shall not have any claim, demand, or cause of action of
whatsoever kind or nature, against the City, its agents, servants and employees(including,
but not limited to, claims for any start-up costs, interference in business or damages for
interruption of services, or interference in its concession operations). In no event shall the
City be liable to Tenant for any indirect, incidental, special, lost profits or consequential
damages.
(c) This Lease is amended to add a new Section 3.1.3(Renewal Rent)
3.1.3 Renewal Rent.
Base Rent for the renewal term, commencing on August 1, 2022 and expiring on May 31,
2027. based upon the total leasable space of 2,216 square feet, shall be as follows:
Months of Term PSF Monthly Base Rent j Base Rent Priod
August 1, 2022 -July 31,2023 $ 26.50 $ 4,893.67 I $ 58,724.00
August 1, 2023 -July 31, 2024 $ 27.30 $ 5,040 48 $ 60,485.72
August 1, 2024-July 31, 2025 $ 28.11 $ 5,191.69 $ 62,300.29
August 1,2025-July 31, 2026 $ 28.96 $ 5,347.44 $ 64,169.30
August 1, 2026-May 31, 2027 $ 29.83 $ 5,507.86 $ 66,094.38
(1) A new Section 35 (Inspector General Audit Rights) is hereby added to the Lease,
as follows:
35. Inspector General Audit Rights.
35.1 Pursuant to Section 2-256 of the Code of the City of Miami Beach,the City
has established the Office of the Inspector General which may, on a
random basis, perform reviews, audits, inspections and investigations on
all City contracts. throughout the duration of said contracts. This random
audit is separate and distinct from any other audit performed by or on behalf
of the City.
35.2 The Office of the Inspector General is authorized to investigate City affairs
and empowered to review past, present and proposed City programs,
DocuSign Envelope ID:4E1 CD95B-40C8-4B19-BFDO-AOAA55E18D90
accounts. records, contracts and transactions. In addition. the Inspector
General has the power to subpoena witnesses, administer oaths, require
the production of witnesses and monitor City projects and programs.
Monitoring of an existing City project or program may include a report
concerning whether the project is on time, within budget and in
conformance with the contract documents and applicable law. The
Inspector General shall have the power to audit, investigate, monitor,
oversee, inspect and review operations, activities, performance and
procurement process including but not limited to project design, bid
specifications, (bid/proposal) submittals, activities of the Tenant, its
officers, agents and employees, lobbyists, City staff and elected officials to
ensure compliance with the contract documents and to detect fraud and
corruption. Pursuant to Section 2-378 of the City Code, the City is
allocating a percentage of its overall annual contract expenditures to fund
the activities and operations of the Office of Inspector General.
35.3 Upon ten (10)days written notice to the Tenant, the Tenant shall make all
requested records and documents available to the Inspector General for
inspection and copying. The Inspector General is empowered to retain the
services of independent private sector auditors to audit, investigate,
monitor. oversee. inspect and review operations activities, performance
and procurement process including but not limited to project design, bid
specifications, (bid/proposal) submittals, activities of the Tenant its officers,
agents and employees, lobbyists, City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption.
35.4 The Inspector General shall have the right to inspect and copy all
documents and records in the Tenant's possession. custody or control
which in the Inspector General's sole judgment, pertain to performance of
the contract, including, but not limited to original estimate files, change
order estimate files, worksheets, proposals and agreements from and with
successful subcontractors and suppliers, all project-related
correspondence, memoranda, instructions, financial documents,
construction documents, (bid/proposal) and contract documents, back-
change documents, all documents and records which involve cash, trade
or volume discounts, insurance proceeds, rebates, or dividends received,
payroll and personnel records and supporting documentation for the
aforesaid documents and records.
35.5 The Tenant shall make available at its office at ali reasonable times the
records. materials, and other evidence regarding the acquisition (bid
preparation) and performance of this Agreement, for examination, audit,or
reproduction, until three(3)years after final payment under this Agreement
or for any longer period required by statute or by other clauses of this
Agreement. In addition:
(a) If this Agreement is completely or partially terminated, the Tenant shall
make available records relating to the work terminated until three (3)years
after any resulting final termination settlement; and
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(b) The Tenant shall make available records relating to appeals or to litigation
or the settlement of claims arising under or relating to this Agreement until
such appeals, litigation, or claims are finally resolved.
35.6 The provisions in this section shall apply to the Tenant, its officers, agents,
employees, subcontractors and suppliers. The Tenant shall incorporate the
provisions in this section in all subcontracts and all other agreements
executed by the Tenant in connection with the performance of this
Agreement.
35.7 Nothing in this section shall impair any independent right to the City to
conduct audits or investigative activities. The provisions of this section are
neither intended nor shall they be construed to impose any liability on the
City by the Tenant or third parties.
RATIFICATION.
Except as amended herein, all other terms and conditions of the Lease shall
remain unchanged and in full force and effect. In the event there is a conflict
between the provisions of this Amendment and the Lease, the provisions of this
Amendment shall govern.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their appropriate officials, as of the date first entered above.
FOR LANDLORD: CITY OF MIAMI BEACH
ATTEST:
Doou Signed by:
By f '6. iia61"14
"t2...____/.°----14.1c....,
a FSgrf". FAiado, City Clerk Alina T. Hudak, City Manager
12/16/2021 I 2:54 PM EST
Date
FOR TENANT: SOBE TOSCANA, LLC.
ATTEST:
By.
retary Pr dent
g rrl_. h�_..__ rA? reztoc ,4g.t&Fig
Prim Nat Print Name
Lt0I )21 _ _ _
Date
L -A4tA,ks' i 1 I 2-V
mi l r
DocuSign Envelope ID:4E1CD95B-40C8-4B19-BFDO-A0AA55E18D90
RESOLUTION NO. 2021-31886
•
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE CITY
MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE LEASE AGREEMENT
DATED AUGUST 9, 2017 BETWEEN THE CITY (LANDLORD) AND SOBE
TOSCANA, LLC, (TENANT) FOR THE USE OF APPROXIMATELY 2,216
SQUARE FEET OF CITY OWNED UNIMPROVED LAND, LOCATED AT 22
WASHINGTON AVENUE, MIAMI BEACH,FLORIDA,CURRENTLY USED AS AN
OUTDOOR SEATING AREA FOR THE ADJACENT EXISTING RESTAURANT
LOCATED AT 816 COMMERCE STREET; SAID AMENDMENT APPROVING
THE FIRST AND FINAL RENEWAL TERM OF FOUR YEARS AND NINE
MONTHS, AT THE CITY'S SOLE DISCRETION AND FURTHER MODIFYING
THE TERMINATION FOR CONVENIENCE PROVISION.
WHEREAS, the City and Sobe Toscana LLC (Tenant) are parties to a Lease
Agreement, dated August 9, 2017 (Lease), involving the use of approximately 2,216 square feet
of City owned land,located at 22 Washington Avenue, Miami Beach, Florida(Demised Premises);
and
WHEREAS, the Demised Premises is adjacent to an existing restaurant leased by The
Tenant with a private landlord, located at 816 Commerce Street (Restaurant at 816 Commerce
Street)which is used as an outdoor seating area for Sobe Toscana, LLC.; and
WHEREAS, the use of the Demised Premises is ancillary to the Tenant's use of Ithe
Restaurant at 816 Commerce Street; and
WHEREAS, the Restaurant at 816 Commerce Street accommodates approximately 125
people and the Demised Premises accommodates outdoor seating for an additional 85 people;
and
WHEREAS, in 2020,the Tenant amended their lease for the Restaurant at 816'Commerce
Street to incorporate and expand their interior seating to the second floor of the Restaurant at 816
Commerce Street, and to extend their lease through 2040; and
WHEREAS, the Lease between with the Tenant and the City is set to expire on July 31,
2022; and
WHEREAS, the Tenant has expressed its desire to currently exercise the first renewal
option, commencing on August 1, 2022 and ending on May 31, 2027 (Renewal Term); and
WHEREAS, the Renewal Temi would require amending the Lease as it exceeds, the
maximum "Notice to Landlord"of 180 days stipulated in the Lease; and
WHEREAS, the Tenant has expressed concerns regarding the Termination. for
Convenience clause, based upon the extensive improvements that Tenant has made and is
making to the Restaurant at 816 Commerce Street, and has requested for the removal or
modification of this provision; and
WHEREAS, in order to address these concerns, the Administration is amenable to adding
a clause requiring the Mayor and City Commission to approve any termination for convenience
under the Lease; and
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i
WHEREAS, pursuant to the Lease, the Renewal Rent may be based upon a percentage
of gross receipts or may continue to be assessed as a fixed annual rent, based upon the fair
market rent at the time, and subject to annual escalations by three percent(3%); However, at!no
time will the Base Rent during the Renewal Term be less than the rent for the previous Lease
year plus the three percent(3%)escalation; and I
WHEREAS,the City conducted an appraisal for the Demised Premises on September 18,
2021and the appraiser determined the market rent to be at$26.50 per square foot(PSF).
The proposed Base Rent schedule for the Renewal Term is illustrated in the following chart:
Months of Term PSF Monthly Base Rent Base Rent Priod
August 1,2022-July 31,2023 $ 26.50 $ 4,893.67 $ 58,724.00
August 1,2023-July 31,2024 $ 27.30 $ 5,040.48 $ 60,485.72
August 1,2024-July 31,2025 $ 28.11 $ 5,191.69 $ 62,300.29
August 1,2025-July 31,2026 $ 28.96 $ 5,347.44 $ 64,169.30
August 1,1,2026-May 31,2027 $ 29.83 $ 5,507.86 $ 66,094.38
1.
WHEREAS, due to location, limited size and shape, the Demised Premise is best suited
as a complimentary seating area for the Restaurant at 816 Commerce Street; and
WHEREAS, based upon the foregoing, the Administration recommends that the Mayor
and City Commission approve and authorize the City Manager and City Clerk to execute
Amendment No. 1 to the Agreement incorporated herein by reference and attached to the City
Commission Memorandum accompanying this Resolution as Exhibit"A";
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission approve and authorize the City Manager and City Clerk to execute Amendment No.
1 to the Lease dated August 9, 2017 between the City (Landlord) and Sobe Toscana, LLC,
(Tenant)for the use of approximately 2,216 square feet of City owned unimproved land, located
at 22 Washington avenue, Miami Beach, Florida, currently used as an outdoor seating area for
adjacent existing restaurant located at 816 Commerce Street;said Amendment approving the first
and final renewal term of four years and nine months, at the City's sole discretion, and further
modifying the termination for convenience provision.
PASSED and ADOPTED this a day of 0414C 2021.
,62-zAl-----___
Dan Gelber, Mayor
ATTEST
OCT152021
APPROVED AS TO FORM&LANGUAGE
Rafae E. Granada, City Clerk &FOR EXECUTION
.k. :\
1 )—S^ Z1
IRC03P RA.. CltyAttomey Date
CH..2s"„_-
Granado, Rafael
From: Chamberlin, Adrian
Sent: Thursday, December 16, 2021 3:04 PM
To: D'Agostin, Charles
Cc: Granado, Rafael
Subject: Margarita Kruyff
Hi guys,
Margarita is currently on the Sustainability Committee as Micky's holdover appointee. She reached out to the Mayor's
Office requesting appointment to his vacancy created by Jeremy Waks, and the Mayor agreed to appoint her as his
appointee in that vacancy.
Best,
MIAMIBEACH
Adrian Chamberlin
Aide to Mayor Dan Gelber
OFFICE OF THE MAYOR AND COMMISSION
1700 Convention Center Drive,4th floor, Miami Beach, FL 33139
Tel: 305-673-7000 ext. 26292/786-914-5306 (cell)/www.miamibeachfl.gov/AdrianChamberlin@miamibeachfl.gov
We are committed to providing excellent public service and safety to all who live, work and play in our vibrant, tropical, historic
community.
1
DocuSign Envelope ID:4E1CD95B-40C8-4B19-BFDO-A0AA55E18D90
MI AM I BEAC H ` Contract/Document Routing Form
Amendment No 1 to Lease Agreement between the City and Sobs Thscana LLC
Facilities and Fleet Management
/ :,..._..... -..,,+.„(
Adrian Morales Lester Sola
New Contract I Amendment 'Change Order 5ervice/T Order ' Other:
Amendment No.1 to the Lease Agreement between the City and Sobe Toscana LLC, pursuant to
Resolution No. 2021-31886 approved at the October 13, 2021 commission meeting, exercising early the
first renewal option and further modifying the Termination for Convenience clause.
5 Years 1 (4 years and 9 months)option 9 Year and 9 Months
Grant Funded: Yes i I No i I State 1 Federal j Other
1 Yes No _
2 Yes No
3 Yes No
4 Yes No
5 Yes No
1.For contracts longer than five years,contact the Procurement Department. 2.Attach any supporting explanation needed.
^^1
City Commission Approved: Yes No Resolution No.: Commission Item Meeting Date:
V No.:
2021-31886 C7E October 13.2021
If no,explain why:
Legal Form Approved: ,/ Yes No If no,explain below:
Procurement N/A I
Risk Management N/A N/A
Fleet and Facilities N/A Ozzie Dominguez
i;
Grants N/A N/A
1S O B N/A N/A
Budget N/A N/A
,T N/A N/A
1 The purpose of this Form is to ensure that et City requirements have been vettfted pddr to the emus**of a contract by the f ity Manager ot,as delegated,Assistant City Managers.
2.For any nein that Inv°Ives the purchase of goods and csrsare s,this form most be initiated by the Requesting Department(alter CAC s four,approval)and:uhmnted to the Procurement
a5t4t