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Home My WebLink AboutReso 2014-2198RESOLUTION NO. 2014 -._206 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING THE FIRST AMENDMENT TO SUBLEASE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH, AMERICAN FEDERATED TITLE CORPORATION, AS TRUSTEE UNDER FLORIDA LAND TRUST #3258, AND BEACH BAR (a—,, NEWPORT PIER, LLC, A FLORIDA LIMITED LIABILITY COMPANY, IN SUBSTANTIALLY THE SAME FORM ATTACHED HERETO AS EXHIBIT "A "; PROVIDING THE CITY MANAGER AND THE CITY ATTORNEY WITH THE AUTHORITY TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on October 17, 2013, City Commission approved a Sublease Agreement between the City of Sunny Isles Beach ("Landlord ") and American Federated Title Corporation, as trustee under Florida Land Trust 43258 ("Sublessor ") and Beach Bar (a Newport Pier, LLC (`Subtenant ") for the restaurant facilities located at the Newport Pier; and WHEREAS, the Sublessor and the Subtenant have negotiated additional business terms which do not impact the rights of the Landlord; and WHEREAS, the City Commission wishes to approve the First Amendment to the Sublease Agreement. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approving the First Amendment to Sublease Agreement. The First Amendment to Sublease Agreement between the City of Sunny Isles Beach, American Federated Title Corporation, as trustee under Florida Land Trust 43258, and Beach Bar (a Newport Pier. LLC, or assignee, a Florida limited liability company, is hereby approved in substantially the same form attached hereto as Exhibit `A ". Section 2. Authorization of City Manager and City Attorney. The City Manager and City Attorney are hereby authorized to do all things necessary to effectuate the terms of this Resolution. Section 3. Effective Date. This Resolution shall become effective upon adoption. PASSED AND ADOPTED this 20" day of Fe ar 2014. Norman S. Edelcup, May ATTE Jane A. Hines, City Clerk, MMC APPROVED AS TO FORM AND LEGAL S-I1FFICIENCY: City Attorney Vote: S—b Mayor Edelcup Vice Mayor Aelion Commissioner Gatto Commissioner Levin Commissioner Scholl Moved by: L- ow►�hn� ��- Seconded by: _Z VA,,,,,,XAII� ✓(Yes) (No) (Yes) (No) —(Yes) (No) (Yes) (No) (Yes) (No) Page 2 of 2 FIRST AMENDMENT TO SUBLEASE AGREEMENT THIS FIRST AMENDMENT TO SUBLEASE AGREEMENT, dated October 25, 2013 (the "Sublease "), which was made and entered into by and among CITY OF SUNNY ISLES BEACH, FLORIDA, a municipal corporation of the State of Florida ( "Landlord "), AMERICAN FEDERATED TITLE CORP., as trustee under Florida Land Trust 43258 ( "Sublessor "), and BEACH BAR @ NEWPORT PIER, LLC, a Florida limited liability company ( "Subtenant "), shall read as follows: 1. Section 2 of the Sublease shall be amended to require that the Sublease Premises be operated by Subtenant as a restaurant similar in operation and quality to the "Dive Bar" restaurant owned by an affiliate of Subtenant, in Jupiter, Florida, and with a similar menu to such restaurant to be known as Beach Bar @ Newport Pier. The menu attached as Exhibit "A" to the Sublease is hereby replaced by the menu attached hereto as Exhibit "A ". 2. The last sentence of Section 4.1 of the Sublease is deleted in its entirety and replaced by the following: Notwithstanding the foregoing, the parties hereto agree and acknowledge that the Base Rent will be abated until three (3) months from the date the appropriate governmental agency issues a temporary certificate of occupancy or certificate of occupancy on the Sublease Premises, but in no event shall such date be later than April 1, 2014 (the "Rent Commencement Date "). 3. The first sentence of Section 4.2 of the Sublease is hereby deleted in its entirety and replaced by the following: Simultaneously with and in addition to the payment of Base Rent, Subtenant shall pay to Sublessor for each year of the Sublease Tenn, as percentage rent (the "Percentage Rent "), an amount equal to the product of (i) the applicable percentage as set forth on Exhibit "B" hereto and (ii) the applicable Gross Sales, as hereinafter defined, resulting from business conducted by Subtenant (or any of its concessionaires, if applicable) in, on or from the Prime Lease Premises for the applicable year, as set forth in Exhibit B. 4. Section 4.5 of the Sublease shall be amended to provide that Subtenant may grant a third party a contractual lien and security interest on all property and insurance proceeds identified in Section 4.5, subordinate only to Landlord's first lien and security interest on such property. Sublessor shall be permitted to file a UCC financing statement, provided however, such financing statement shall be subordinate to Landlord's UCC financing statement. 5. The first sentence of Section 6 of the Sublease is hereby deleted in its entirety and replaced by the following: Page l of 6 Subtenant shall be entitled to use during the Sublease Term of this Sublease, five (5) dedicated public parking spaces which Landlord shall identify in writing, subject to all of the terms and conditions upon which such spaces arc made available. 6. Section I I of the Sublease shall be amended to provide that Subtenant shall be entitled to a tenant improvement allowance (the "Allowance ") in an amount of up to $375,000.00 provided by the Sublessor, so long as Subtenant is not in default under this Sublease beyond any applicable cure period. The Allowance shall be paid to Subtenant as reimbursement for 50% the out of pocket costs paid by Subtenant for the "hard costs" of construction of the Subtenant's improvements to the Sublease Premises. Said $375,000 shall be repaid to Sublessor when sales exceed $5,000,000.00 annually. Said $375,000.00 allowance shall be listed as a liability on Subtenant's balance sheet. 7. Section 16 of the Sublease shall be amended by adding the following sentence to the end of the paragraph: Notwithstanding anything herein to the contrary, Landlord agrees to waive Sublessor's obligations to provide insurance under Section 11 of the Prime Lease to the extent Subtenant obtains the same insurance (as required under Section 16 of the Sublease), as reasonably determined by the Landlord. Section 19 of the Sublease is hereby deleted in its entirety and replaced by the following: Subtenant shall not mortgage, encumber, transfer, or assign this Sublease in whole or in part, or further sublet or permit occupancy of the Sublease Premises, or any part thereof or interest therein or enter into any other arrangement which does or may require the consent of the Landlord, including any of the foregoing effected by operation of law (each a "Transfer "), without the prior written consent of Sublessor and Landlord, which consent of Sublessor shall not be unreasonably withheld. Sublessor and Landlord's consent to a Transfer from a potential third party (the "Transferee ") may, in their sole discretion, be conditioned on the following: (i) the net assets of the Transferee immediately prior to the transfer shall not be less than the greater of the net assets of Subtenant immediately prior to the transfer or the net assets of Subtenant at the time of the signing of this Sublease and in Sublessor's and Landlord's reasonable judgment, the transferee is financially capable of performing the obligations under this Sublease; (ii) such Transfer shall not adversely affect the quality and type of restaurant operation which Tenant has conducted theretofore; (iii) such transferee shall possess the reputation and qualifications for the operation of the restaurant substantially equivalent to those of Subtenant and shall have demonstrated recognized experience in successfully operating such a restaurant of similar Page 2 of 6 quality to that operated by Subtenant; (iv) such transferee shall continue to operate the business conducted in the Sublease Premises under the same trade name, in the same manner as Subtenant and pursuant to all of the provisions of this Sublease; (v) such transferee shall assume in writing, in a form acceptable to Sublessor and Landlord, all of subtenant's obligations hereunder and subtenant shall provide Sublessor and Landlord with a copy of such assumption/transfer document; and (vi) Subtenant shall pay to Sublessor, Sublessor's attorneys' fees in connection with the Transfer. Sublessor's withholding of such consent shall be deemed reasonable if Landlord does not consent for any reason. The sale or other transfer of any partnership interest in or any capital stock of, or the issuance of any additional partnership interest in or any capital stock of, Subtenant or any partner in Subtenant or any entity directly or indirectly owning or controlling Subtenant or any partner in Subtenant shall be deemed a Transfer which requires Sublessor's prior written consent, except with respect to capital stock which is publicly traded. No Transfer shall relieve Subtenant from any of its obligations under this Sublease. Notwithstanding anything to the contrary contained herein, Sublessor shall have the option, exercisable by notice to Subtenant, to recapture all of the Sublease Premises, or at the option of Sublessor, the portion of the Premises subject to the proposed Transfer in the event that less than all of the Premises is subject to the proposed Transfer. Such recapture notice shall cancel arid terminate this Sublease with respect to the space being recaptured as of effective date of the proposed Transfer. If this Sublease shall be canceled with respect to less than all of the Sublease Premises, then the Base Rent and the Additional Rent shall be prorated on the basis of the number of net rentable square feet retained by Subtenant in proportion to the number of net rentable square feet contained in the Sublease Premises and this Sublease as so modified shall continue in full force and effect. If consent is once given by Sublessor to a Transfer, Sublessor shall not be barred or in any way limited from subsequently refusing to consent to any further or subsequent Transfer. 9. Consent of Landlord for Termination. Section 21.2 of the Sublease shall be amended to provide that termination of the Sublease shall not require the consent of the Landlord if Subtenant is in default of the Sublease or if Sublessor has the right to terminate the Sublease pursuant to paragraph 10 below provided that rent is continuously paid by the Sublessor to the Landlord and thirty (30) days' notice shall be provided to the Landlord before any termination is effective. 10. Termination Option by Sublessor. Sublessor shall have the right to terminate this Sublease and the right to assume the business "Beach Bar @ Newport Pier" and all goodwill associated therewith by written notice to Subtenant, at any time after the third anniversary of the Commencement Date for a termination fee equal to the amount paid to Sublessor as Percentage Rent for the thirty -six (36) month period immediately Page 3 of 6 preceding the Sublessor's exercise of its option to terminate ( "Termination RC) plus return of the $375,000,00 Capital Investment. The effective date of the termination ( "Termination Date ") shall be no less than thirty (30) days from Sublessor's notice. Provided that Subtenant timely delivers possession of the Sublease Premises to Sublessor as of the Termination Date in good' and broom swept condition, reasonable wear and tear excepted, and Subtenant is not in default of the Sublease as of the Termination Date, then Sublessor shall pay to Subtenant the Termination fee within thirty (30) days from the Termination Date, providing all debts and obligations, including rent, shall have been paid. If Sublessor exercises the termination option herein, termination shall not be effective unless the City receive thirty (30) day's notice of the termination. Sublessor shall continue to pay rent set forth hereinafter termination. 11. Definitions. Initially capitalized terms not expressly defined in this Amendment have the meanings provided in the Sublease, except that the definition of Prime Lease shall include any amendment thereto. 12. Miscellaneous. This Amendment shall be governed by and construed in accordance with the laws of the State of Florida and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, representatives and permitted assigns. Time is of the essence of all of the terms hereof. In the event of any inconsistency or conflict between the terms of the Sublease and of this Amendment and the terms hereof, the terms hereof shall control. Other than as expressly amended hereby, the Sublease shall remain in full force and effect. The headings and titles in this Amendment are solely for convenience of reference and shall not affect its interpretation. This Amendment may not be changed, modified, discharged, or terminated orally in any manner other than by an agreement in writing by Landlord, Sublessor and Sublessee. IN WITNESS WHEREOF, the parties herein have hereto set their hands and seals, the day and year first above written. (SIGNATURES APPEAR ON FOLLOWING PAGE) Page 4 of 6 ATTEST: Jane A. Hines, City Jerk, MMC APPROVED AS TO FORM AND LMAL SUFFICIENCY Wi ess to sign above Print Name:( '4z P Witness to sign above Print Name: -L.(4 2 )�?q Witness to sign above Print Name: Page 5 of 6 LANDLORD: CITY OF SUNNY ISLES BEACH, FLORIDA4 , y. an S. Edelcup, Mayor SUBLESSOR: AMERICEDERATED as trustcv'underF, orida Lar By: Comfeld, President SUBTENANT: 4 T5 8 BEACH BAR @ NEWPORT PIER, LLC, a Florida limited liability company By: Pal B. Flanigan, kiceKesident SUSHI Miso Soup.....3 Miso Crab ..... 4 GreenSalad .............................. 3 Seaweed Salad ........................... 6 Avocado Salad ........................... 10 Spicy Tuna Salad ......................... 13 Tuna, vegetables & spicy sauce Edamame . ............................... 6 Spicy Conch & Octopus .................. 10 Sliced cucumber, masago. scallwn & klmchee sauce Sunomono .............................. 12 Coi crab, shrimp, octopus, cucumber, masago & ponzu sauce Sushi Appetizer .......................... 12 Spcs. chsrf,,h.ks, Tuna Tataki ............................. 15 Hurricane Roll ........................... 15 Lobster stuffed spring rolls served with dipping sauce Tuna or Salmon Sashimi Appetizer...... , . 17 Sipes Buffalo Tuna Tartar ....................... 15 Spiry tuna, tempura Flakes, masago and scallions Dive Bar Sashiml . ........................ 17 Mew style sashimi SUSHI & SASHIMI Tuna, Salmon, Hamachi, Eel, Shrimp, Conch, Octopus, Ika, Smoked Salmon,Wahoo,Cobla, Masago, Escolar, Snapper, Mackerel..... 2.50 Sweet Shrimp, Scallop, Ikura (Salmon Roe) 4.50 Uni, Toro ... ...........................(MP) LUNCH (! BOXES 11:OOam- 4:OOpm Servedwithrinhwi uporulad Vegetarian Bento Box .................... 12 Spe"of vegetarian sushi & two deli y vegetables Maki Bento Box .......................... 13 Tuna (oil, avocado roil, 4pcs. Cal roll, & two dally specials Sushi Bento Box ......................... 14 Tuna roll, Sots of sushi. & two daily specials Sashimi Bento Box ....................... 15 goes. of sashimi. 4pm. Cal roll & two daily specials Chirashi Zushi Bento Box ................. 15 Ws . of sashimi, sushi rice & two daily specials Sushi & Sashiml Bento Box ............... 15 3po or sushi, 60cs. sashimi, 4pcs. Cal roll & two daffy specials (Brown rice with sushi.50) All Seafood is Subject To Season, Weather, and Fishing Conditions DN411" EXHIBIT & &A" I Hand / Roll Hand / Roll Tuna Roll ................... 4/7 Salmon Skin Roll ......... -.,5/7 Salmon Roll ................4 /7 Shrimp Roll ................. 5 /7 California Roll .............. 416 Eel Avocado Roll ............ 5/8 Spicy Crab Roll ..............4/8 Hamachi Scallions Roll ...... S/8 )B Roll ......................4 /8 Smoked Salmon Roll........ 5/8 Spicy Tuna Roll ............. 5/8 Ikura (Salmon Caviar) Roll ... 5/8 Vegetable Roll .............. 416 Anywlmo be modern wim ae,cmt it Co.' VO with Aying 1,h,99 (2 W) ar wirh b,,,m rite 11 W, ROLLS "SUSHI MIKE" CREATIVE CrunchyTuna .................................. ............................... 15 Tuna, avocado, uaaipnr tempura style, wasabi & wid pepper sauce JBDeluxe ...................................... ............................... 17 Salmon, scallions. cream cheese. tempura & Spicy crabmeat on top TigerRoll ...................................... ............................... 21 Shrimp tempura . cream cheese & masago with crab meat s +ocado and eel on top Rainbow...................................... ............................... 12 Avocado fish egg cream cheese inside &tuna sa'npn. white fish on top Spider......................................... ............................... 17 Deep (ned soh shill crab, lettuce. avocado asparagus. fish egg &eel sauce Mexican (1 10 Sesame Seed) ..................... ............................... 12 Shrimptempun.leltuce, scallions, avocado& spicy sauce Volcano....................................... ............................... 15 Crab, cucumber. avocado & conch dynamite nn top RedDragon ................................... ............................... 23 Shrimp tempura. spicy tuna. ..ocado & topped v: th seared tuna DancingShrimp ............................... ............................... 13 Avocado, masago. cream cheese inside & shrmp on top Crary (1 /0 Fish Egg) ............................ ............................... 13 Shrimp tempura. eel ,cream cheese avocado, scallions. asparagus & eel sauce Dragon........................................ ............................... 15 Eel ualilons. shrmp tempura, masago, cream Cheese, & ..ocado on lop LoverStory .................................... ............................... 19 Shrimp tempura avocado, lettuce, scallop dynamite on top BahamaRoll ................................... ............................... 23 Tuna, salmon, tamago.avocado & topped with spley ronch sand Mike's Lobster Roll ............................. ............................... 25 Shrimp tempura and fish eggs with avocado and Maine lobster on tap ROLLS RICELESS 8& 8Roll ...................................... ............................... 13 Crab meat. masago, avocado, wrap with hand peeled cucumber NCRoll ........................................ ............................... 14 5aimon. crab meat scallions, wrap with hand peeled cucumber URoll ......................................... ............................... 17 Tuna, salmon. white fish, crap, tomago. asparagus, shrimp & light tempura & Dr: a sauce DiveRoll ...................................... ............................... 20 Tuna, salmon, white fish, crab, masago, & vegetable wish seaweed JupiterRoll .................................... ............................... 20 Tuna, salmon, hamachi, cab, asparagus. scallions & wrapped in cucumbet Entrees servedrirh ml sosouporsa )od. All sushi &sashimichefkchok, (ft— cewithsushi.50) MakiCom ..................................... ............................... 24 Ca!ttomia roll, tuna roll, salmon roll & avocado roil SushiDeluxe .................................. ............................... 27 California roll with i Opcs. assorted sushi Sashimi Deluxe ................................ ............................... 29 16pcs assorted sashimi chefs choice Sushi & Sashimi Combo ........................ ............................... 29 Shrimp tempura. 9pcs. sashiml, Spes. sushi Chl rashi....................................... ............................... 27 Sushi nce topped wl assorted sashiml& vegetables UnagiDon ..................................... ............................... 29 ii eel o•mr rice w/eel sauce & cream, seeds CHEFS CREATIVE BOATS ANsushlasashrMeh,fs,dwju (&yawn rirewithsushi30) The Sashimi Lovers (Serves Two) ................ ............................... 55 35pes. aesortedsashiml The Love Boat (Serves Two) ..................... ............................... 60 Shrimp temp rs roll,spicy tuna roll, 10pcs. sushi & 16po sashimi The Blue OH Boat (Serves Three) ............... ............................... 100 Spider roll, a!rbow roll, Mexican roll, 18" sushi & 200cs. sashimi The Titanic (Serves Four) ...................... ............................... 130 Shrimp tempura tog, dragon roll, dancing shrimp roll. lips, tuna roll, 24pcs sushi & 2apcs. sashimi OYSTERS Half Dozen / Dozen Louisiana. . .... — .................... 8/15 Gulf Coast Malpeque ............................ 9/17 Malpeque Bay Prince Edward Island Blue Points .............. . ...... ...... 8115 Long Islam, New York CLAMS 28 Half Dozen y Dozen Middlenecks ............................7 113 Florida Oyster Rockefeller (half dozen) ........... . ..... ............................... Top Necks ............................... 8/15 Northern New Jersey gruyere cheese All oynan and chms ovoflable rawor steamed. CrispyCalaman ................................ ............................... ar tender caleman rings lightly tempura battered then flash tried & served with a tha, sweet spur sauce Lobster Bisque ............................ 8 Bahamian Conch Chowder ................ 7 Stone Crab Chowder .................... . . 8 Oyster Stew .............................. 8 FishDip .............................. ............................... . ........ Caesar .... ............................... 9 Crisp romaine hearts, anchm-y bits. parmesan ShrimpC ocktail................................ ............................... cheese croulon. & traddlonai dressing 5,,1 jumboshrimp sery - -ed with cocin.d sauce and lemon fadd shrimp, ahkken wash of she day) Edamarne Hummus ............................ ............................... Iceberg Wedge ................. . ......... 8 Iceberg lettuce heart wisp apple wood bacon. celery and carrot dicks chopped tomato & blue cheese rmmbles Grilled Kimchee Beef Tenderloin Tips ............................... . ........... Spinach Salad ............................ 8 Baby spinach, candied walnuts, shallots, bacon apples and blue cheese crumbles tossed in a SANDWICHES balsamic H .igrene AI/sandie hessemdwith ourAmii hies&cabbage $law House Salad .............................. 6 Mixed held greens, tomato, cucumber 8 sweet on'— with your choice of dressing Caprese .. ............................... 10 Shced buffalo moazarella. local sine r ;pe tomato 12 & basil Infused olive oil Dressings: Blue cheese, house vinaigrene, passion fruit ,ina!grene 8 green goddess Hand partied tun.. c bar grilled 8 served on Kaiser Roll with Wasabi mayo & Maui -wee, salia Key Lime Mango Pie ....................... 7 Down Island Berry Cobbler .................. 6 Bimini Bread Pudding w/Rum Caramel Sauce. 6 Triple Layer Chocolate Cake ................ 8 Chocolate Chip Cookie Pie a la mode........ 8 All Seatoou is Subject To Season, Weather, and Fishing Conditions LADTILIDE 26- 55 510384- LONGITUDE :a •free bids, ". nannies fie Iuei69 ri tmca r a. hi; clarider4 . da is baud fa earfF ekf .or hoc $* fe crb be.eof6 4e cvrdsae ced Ie id 1," • • Sri N4 (4aafeda • 28 STARTERS Jumbo Sea Scallops ........ . ...................... . ........................... 20 Flash fired W con panko encrumd scallops w th a white wine butter sauce 22 Oyster Rockefeller (half dozen) ........... . ..... ............................... 12 Broiled fresh plurnp oysters, stuffed wah roasted gad,c. per nod creamed spinach & topped with gruyere cheese 26 CrispyCalaman ................................ ............................... 12 tender caleman rings lightly tempura battered then flash tried & served with a tha, sweet spur sauce 28 Bahamian Conch Fritters ........... ............................... .. ........ 10 Pan hied style peter served with mango p�rs<aDD'< habanera chutney Ceviche....................................... ............................... 15 GINS marinated shrimp, 1101ps. mussels B cl—bc fish, plantain rh'•ps 6 flesh avocado FishDip .............................. ............................... . ........ 12 Local smoked fish served with roily carrels, ja!apenoi &assorted flat breads 38 ShrimpC ocktail................................ ............................... 21 5,,1 jumboshrimp sery - -ed with cocin.d sauce and lemon 20 Edamarne Hummus ............................ ............................... 10 Edamarre and chick pea humr^.us made in house and served wnh pit. bread wedge, . celery and carrot dicks Grilled Kimchee Beef Tenderloin Tips ............................... . ........... 16 Krmcheemannated beef tenderloin lips served with a sesame por ni glaze SANDWICHES AI/sandie hessemdwith ourAmii hies&cabbage $law Fresh Black & Bleu Mahi Sandwich ................. • ........ , .................. 16 Blackened Mahi topped with blue cheese crumbles and served on a Kaiser roll with lettuce tomato . onion and a mango tape, sauce Shrimp or Oyster Po Boy .............................. . ............ . .......... 12 Lightly fghred Nash tried plump shrimp or oysters . shredded lettuce on fresh rof. wnecd with C.jun rCnW Ylade Yellow Fin Tuna Burger ... . ................. ............................... ... 16 Hand partied tun.. c bar grilled 8 served on Kaiser Roll with Wasabi mayo & Maui -wee, salia American Bacon Cheeseburger ................. ............................... 12 10 oz. Black Angus Burger served on a toasted Kaiser roll, lettuce. tomato sweet onion &haY sba ickk Grilled Chicken Sandwich ...................... ............................... 12 Lightly seasoned grilled chicken breast topped w,Ih pepper lack cheese, bacon ii—do gm—to Acccmpanied with black bean mayonna'se & served on stone ground muft,gra.n bread Yacht Club Grilled Cheese Sandwich ....... . ......... . .. ....................... 10 Aged American cheddar, tomato onion marmalade, smoked bacon & golden grilled farmer's bread Maine Lobster Roll ...... ............................... . ...................... 18 Mane lobster salad chunks served on griddled roll. a'New England Classic" MahiMahi Tacos ............................... ............................... 16 Soh sortrlb topped wRh pan Seared. Ca)un or Fried Mahi, shredded lettuce. cheddar cheese pico de garo & caantro chNe mrA Served with pigeon pea rice All <nV<n s<rvedwirh your chprre o /scaNvpedpotco. pigeon peo rice. American hies cabbage skw or vegewble of the day Peppercorn Seared Jumbo Sea Scallops ......... ............................... 28 Cracked black Peppercorn ... Itops topped with a red onion marmalade and a citrvs bourne Blanc 'Calabash Style' Fried Seafood Platter .......... ............................... 22 Doan south white com battered fish of the day, bay scallops & firecracker shrimp served with lemon dig moll Maryland Crab Cakes .......................... ............................... 26 Pan seared Maryland style crab cake served with black bean remoulade & red pepper loth Seafood C ioppind .............................. ............................... 28 Lightly stexed mussels. clams, shrimp, lobster. scallops 6 fish of the day in a white wine. pancena. & saffrontomato broth over angel hair pasta served with asiago cheese glissini Double Stuffed Chicken Breast ..................... . .......................... 24 Two tender chicken breasts stuffed with roasted red pepper buffalo mozzarella & spmac in Pan Fried and finished with sunw.d tomato &toasted chicken demi glaze Prime Center Cut Filet Mignon ............. . .... ............................... 38 Prime center cut filet mignon topped with Cabernet demi glace Florida Citrus and Seafood Cobb Salad ........................ . ................ 20 Orange and grapefruit sections, shrimp, )u h. lump crab. romaine, bacon, blue cheese. avocado. tomato, rid odlcn & diced eggs Hretth Advisory - Ih <.r a a di4anociaredwifM1 comum,ng raw oyden. ffpu lave cM1rxrr rl:neiu ell!re hvev, dom.rh,,bl —d or havrimrnunr d—nf— you on or a orran..ra n/v.r�....fU..a �.. ^.. W ^ ^•' ^' ^" EXHIBIT B PERCENTAGE RENT Annual Gross Sales of Subtenant Applicable Percentage $00.00 (a "Floor ") - $2,000,000.00 (a "Ceiling ")* 5% 2. $2,000,001.00 - $3,999,999.00 7.5% 3. $4,000,000.00 - $5,000,000.00 10% 4. $5,000,001.00 - $6,000,000.00 11% 5. $6,000,001.00 - $7,000,000.00 12% 6. $7,000,001.00 - $8,000,000.00 13% 7. $8,000,001.00 - $9,000,000.00 14% 8. $9,000,001.00 - no limit 16% Note: For purposes of illustration only, if the annual Gross Sales of the Subtenant are: $2,000,000.00, then the Percentage Rent would be $100,000.00; $4,000,000.00, then the Percentage Rent would be $400,000.00; $5,000,000.00, then the Percentage Rent would be $500,000.00; $10,000,000.00, then the Percentage Rent would be $1,600,000.00 *The Floor and Ceiling for each item 1 through 8 of Annual Gross Sales of Subtenants identified above will be subject to increases (but not decreases) in the CPI, as defined in the Prime Lease, at such times as the CPI increases apply to the Base Monthly Rent as set forth in Section 4.1 of the Prime Lease (e.g., every five years). Notwithstanding the foregoing, adjustments in the Floor and Ceiling based on the increases in the CPI will never increase more than fifteen percent (5 years x 3% = 15 %) from the prior Annual Gross Sales of Subtenants. Page 6 of 6 • • S U S H I Mist Soup ..... 3 Miso Crab ..... 4 i ♦ � Green Salad .............................. 3 Seaweed Salad ........................... 6 Avocado Salad ...........................10 Spicy Tuna Salad ......................... 13 Tuna, vegetables & spiry sauce APPETIZERS Edamame . ............................... 6 Spicy Conch & Octopus ..................10 Sliced cucumber, masago, scallion & kimchee sauce Sunomono .............................. 12 Conch, crab, shrimp, octopus, cucumber, masago & ponzu sauce Sushi Appetizer .......................... 12 Spa. chef's choice TunaTataki .............................15 Hurricane Roll ........................... 15 Lobster stuffed spring rolls served with dipping sauce Tuna or Salmon Sashimi Appetizer........ 17 9pa. Buffalo Tuna Tartar ....................... 15 Spicy tuna, tempura Flakes, masago and scallions Dive Bar Sashimi .........................17 New style sashimi SUSHI & SASHIMI Tuna, Salmon, Hamachi, Eel, Shrimp, Conch, octopus, Ike, Smoked Salmon, Wahoo, Cobia, Masago, Escolar, Snapper, Mackerel..... 2.50 Sweet Shrimp, Scallop, Ikura (Salmon Roe) Uni, Toro ... ...........................(MP) LUNCH BENTO BOXES 1t:00am- 4:OOPm Served with miso soup or salad Vegetarian Bento Box .................... 12 Spa. of vegetarian sushi & two dally vegetables Maki Bento Box .......................... 13 Tuna roll, avocado roll, 4pa. Cal roll, & two dally specials Sushi Bento Box .........................14 Tuna roll, Spa. of sushi, & two daily specials Sashimi Bento Box ....................... 15 Spa. of sashimi, 4pa. Cal roll & two dally specials Chirashi Zushi Bento Box ................. 15 Spa. of sashimi, sushi rice & two dally specials Sushi & Sashimi Bento Box ............... 15 Spa. of sushi, Spa. sashimi, 4pa. Cal roll & two dally specials (grown rice with sushi .50) All Seafood is SubjectTo Season, Weather, and Fishing Conditions LATITUDE 26� 5S'5! 0351 Hand / Roll Hand /Noll Tuna Roll........, ...... 417 Salmon Skin Roll ............ 5 /7 Shrimp Roil ................. S/7 Salmon Roll ............... 4/7 Eel Avocado Roll ............5/8 California Roll ... .........4/6 Spicy Crab ............4/8 Hamachi Scallions Roll .... • • 518 JB Roll ............... .........418 Smoked Salmon Roll ........ 5/8 Spicy Tuna Noll .....•••••••518 Ikura (Salmon Caviar) Roll ...5/8 Vegetable Roll ... ... ....... 4 /6 VOwit itlhV9 fish eggR .00orwllh on- ho'(1.00) CREATIVE ROLLS ... ............................... 15 Crunchy Tuna ........................... ... Tuna, avocado, sc'elllon, tempura style, wasabi & wild pepper sauce 17 JBDeluxe ............... ............................ ... . ... .. . .. ........... Salmon, scallions, Crean cheese, tempura & spicy crabmeat on top 21 Tiger Roll........ . ................... ................. Shrimp tempura. cream cheese & masago with crab meat avocado and eel on top 12 Rainbow ... ............................... .... ............................... Avocado, fish egg. MITI cheese inside& tuna. salmon, whhe fish ontap 17 Deep fried soft shell crab, lettuce, avocado, asparagus, fish egg &eel sauce 12 Mexican (I /0 Sesame Seed) .............. ....... ............................... Shrimp LemPUr♦ lemce , scallions, avocado& spicy sauce 15 Volcano....................................... ............................... 23 Crab, cucumbetavocsdo & conch dynamite on tap RedDragon .... ..0 ........... ................ ............................... 13 Shrimp tempura, sple /tuna, avocado & tapped with seared tuna Dancing Shrimp ... ............................... 13 ............................ Avocado, masago, cream cheese inside & shrimp on top Crary (l /O Fish E99) ........... ............................... ................. Shrimp tempura. eel,cream cheese, avocado, scallions, asparagus & eel sauce 15 Dragon....................................... ............................... 79 Eel, scallions, Shrimp rempure, masago, cream cheese, & avocado on top Lover Story. 3 ........... ............................... rynt.avc do, let. dynamite on top Shrimp tempura, avocado, lettuce, scallop BahamaRoll ................................... ............................... 25 Tuna, salmon, umago, avocado &topped with spicy conch salad ... Mike's Lobster Roll ................... ......... ............................ Shrimp temPura and fi sh eggs with avocado and Maine lobster on top R10ELESS ROLLS B &B Roll ..................................... ............................... 73 Crab meat mmaga avecado, wrap with hand peeled cucumber 14 KC Roll ..........................•........ ............................... ... .. Salmon, crab meat scallions, wrap with hand peeled cucumber .. ............................... 17 Tuna, salmon,whlte , crab, ornago asparagus, • sh• • •. fish, crab, tomago, shrimp & light tempua &Dive sauce Dive Roll ............................ .. ... . ........ ........................... 20 Tuna, salmon, white 6 sh, crab, masago. & vegetable with seaweed Jupiter Roll.... ............................. 20 Tuna, salmon, hama:hi .crab, asparagus, scallions & wrapped in Cucumber DINNERS moo Entreessemdwith miso souporsafad. Allsushi &sashlmlchel's choice (Brownrlce with sushi SO) 24 Maki Corn ....................... ..... .... ....... ............. ....... California roll, tunaroll, salmon roll & avocado roll 27 Sushi Deluxe .......................... ............................... California roll with +opa. assorted sushi 29 Sashimi Deluxe . ............................... ............................... 16pa. assorted sashimi chef's choice 29 Sushi & Sashimi Combo ........................ ............................... Shrimp tempura. 4oa. sashimi, Spa. sushi ........... 27 Ch( rashi ...................................... .................... Sushi rice topped -w' also ted sashimi & vegetables 29 Unagi Don ...:.................... ........... ver i.. ............................... BBQ eel aice,,deel sauce & sesame seeds CHEFS;:;REATIVE BONTIS Alisushl &sashimchef'schoke (Brown rice with sushi-50) The Sashimi Lovers (Serves TWO) ................ ............................... 55 35pm assorted sssmmi 60 The Love BOW (Serves Two) ••••••••• .•• .•••.••.••.•••""" �� Shrimp tempuraroil, SPICY tuna roll, t0pcs.sushl & 16pa. sashimi 700 The Blue OH Boat (Serves Three) .......................... Spider roll, ninbrN roll, Mexican roll .1 Spa. sushi & 20pa. sashimi 130 TheTitanic (Serves Four) ............... • • • ........... Shrimp tempuramli, dragon roll, dancing shrimp roll, spiry tuna roll, 24pa. sushi & 28pa. Seshiml AgeiTd—alfem Date () ---1 • Kestkurant OYSTERS Lobster Bisque ............................ 8 Half Dozen / Dozen Louisiana ............................. 8/15 Gulf Coast Stone Crab Chowder ...................... Malpeque ............................ 9/17 Malpeque Bay, Prince Edward Island Blue Points ........................... 8/15 Long Islanq, New York 10 CLAMS Half Dozen / Dozen Middlenecks ............................7/13 Florida Top Necks . ..............................8/15 Northern New Jersey All oysters and clams avallable row or s teamed. HouseSalad ..............................6 Mixed field greens, tomato, cucumber &sweet onion with your choice of dressing Caprese.... .............................10 Sliced buffalo mozzarella, local vine ripe tomato & basil infused olive call Dressings: Blue cheese, house vinaigrette, passion fruit vinalgrette & green goddess Key Lime Mango Pie ....................... 7 Down Island Berry Cobbler .................. 6 Bimini Bread Pudding w/Rum Caramel Sauce. 6 Triple Layer Chocolate Cake ................ 8 Chocolate Chip Cookie Pie a la mode........ 8 • 'dram birF6, man s4 M0 JI weiei` cab 8rovil'y en 61; SFauliam Ife io bow Fo e446. 13+- man 644 only J'o Aink beneaR he surooe and 6e is brae' - Jaaaaas Yve4 c4u4twu JumboSea Scallops ................... ............................... . ........ Lobster Bisque ............................ 8 Bahamian Conch Chowder ................ 7 Bmlled fresh phmp oysters, stuffed with roasted garlic, pernod, creamed spinach & topped with Stone Crab Chowder ...................... 8 Oyster Stew .............................. 8 Tender alamaa rings, lightly tempura battered then flash fried & served with aThai sweet sour sauce a � Bahamian Conch Fritters ....................... ............................... 10 Caesar.... ............................... 9 Ceviche....................................... ............................... Crisp romaine hearts, anchovy filets, parmesan Citrus marinates shrimp, scallops, mussels & domestic fish, plantain chips & fresh avocado cheese croutons & traditional dressing 12 Local smoked fah served with celery, carrots, jalapenos & assorted flat breads (Add shrimp, chicken or fish ofthe day) ShrimpCocktail ................................ ............................... 21 Iceberg Wedge ...... apple . ....... n. Iceberg lettuce heart wisp apple wood ood bacon. e • chopped tomato & blue cheese crumbles Edamame and .:.h ick pea hummus made in house and served with pita bread wedges, Spinach Salad ............................ 8 GrilledKimchee Beef Tenderloin rips ............ ............................... Baby spinach, candled walnuts, shallots, bacon, Kimcheemarimted beef tenderloin tips served with a sesameponzu glaze apples and blue cheese crumbles tossed in a balsamic vinaigrette HouseSalad ..............................6 Mixed field greens, tomato, cucumber &sweet onion with your choice of dressing Caprese.... .............................10 Sliced buffalo mozzarella, local vine ripe tomato & basil infused olive call Dressings: Blue cheese, house vinaigrette, passion fruit vinalgrette & green goddess Key Lime Mango Pie ....................... 7 Down Island Berry Cobbler .................. 6 Bimini Bread Pudding w/Rum Caramel Sauce. 6 Triple Layer Chocolate Cake ................ 8 Chocolate Chip Cookie Pie a la mode........ 8 • 'dram birF6, man s4 M0 JI weiei` cab 8rovil'y en 61; SFauliam Ife io bow Fo e446. 13+- man 644 only J'o Aink beneaR he surooe and 6e is brae' - Jaaaaas Yve4 c4u4twu JumboSea Scallops ................... ............................... . ........ 20 Flash fried bacon panko encrusted scallops with a white wine butter sauce Oyster Rockefeller (half dozen) ................. ............................... 12 Bmlled fresh phmp oysters, stuffed with roasted garlic, pernod, creamed spinach & topped with gruyerechease CrispyCalama ri ................................ ............................... 12 Tender alamaa rings, lightly tempura battered then flash fried & served with aThai sweet sour sauce Bahamian Conch Fritters ....................... ............................... 10 Pan fried style litter served with mango pineapple habanea chutney Ceviche....................................... ............................... 15 Citrus marinates shrimp, scallops, mussels & domestic fish, plantain chips & fresh avocado FishDip ....................................... ............................... 12 Local smoked fah served with celery, carrots, jalapenos & assorted flat breads ShrimpCocktail ................................ ............................... 21 Six Jumbo shrino served with cocktail sauce and lemon EdamameHummus ......... .. ......... . ....... ............................... 10 Edamame and .:.h ick pea hummus made in house and served with pita bread wedges, celery and amt sticks GrilledKimchee Beef Tenderloin rips ............ ............................... 16 Kimcheemarimted beef tenderloin tips served with a sesameponzu glaze a All sandwiches served with ourilmedcan (rtes &cabbage slaw Fresh Black Y Bleu Mahi Sandwich .............. ............................... 16 Slackened Maki topped with blue cheese crumbles and served on a Kaiser roll with lettuce, tomato, onion and a mango tartar sauce Shrimp or Oyster Po Boy ....................... ............................... 12 Lightly floumd,Aash fried plump shrimp or oysters, shredded lettuce on fresh roll served with Cafsn remoulade Yellow Fin Tuna Burger ......................... ............................... 16 Hand pattied %n a, char grilled & served on Kaiser Roll with Wasahl mayo & Maui wowee salsa American Bacon Cheeseburger ................. ............................... 12 10 oz. Black Angus Burger served on a toasted Kaiser roll, lettuce, tomato sweet onion & haff sour pld,ie Grilled Chicken Sandwich ...................... ............................... 12 Ughtly seasontd gri lled chicken breast topped with pepper Jack cheese, bacon, avocado & tomato. Accompanied with black bean mayonnaise & served on stone ground mulK -galn bread Yacht Club Grilled Cheese Sandwich ................... .... ........... 10 Aged American cheddar, tomato onion marmalade, smoked bacon & golden griddled farmer's bread MaineLobster Rail ............................. ............................... 18 Maine lobster;alad chunks served on griddled roll, a'New England Classic' Mahi Mahf iacos ............................... ............................... 16 Soft tortilla tptped with Pan Seared, Cajun or Fried Mahi, shredded lettuce, cheddar cheese. Pico de gallo & cilantro chive mayo. Served with pigeon pea rice All entrees sered with your cholceofscallopedpohno, pigeon pea rice, American bier, cobbageslow•v wgetableafthe day Peppercom Seared Jumbo Sea Scallops ......... ............................... 28 Cackedblack oeppercom scallops topped with a red onion marmalade and a citrus beure hlanc Calabash Style" Fried Seafood Platter .......... ............................... 22 Down south smite com battered fish of the day, bay scallops & firecracker shrimp served with lemon dill aim Maryland Crab Cakes .......................... ............................... 26 Pan - seared Maryland style cab cake served with black bean remoulade & red pepper relish Seafood Cioppintl .............................. ............................... 28 Lightly sawat mussels, clams, shrimp, lobster, scallops & fish of the day in a white wine, pancena, & saffron tomato broth over angel hair pasta served with asiago cheese grlssini Double Stuffed Chicken Breast ................. ............................... 24 Two tender ctfcken breasts stuffed with roasted red pepper, buffalo mozmrella & spinach. Pan Fried and finished with sundried tomato & masted chicken demi glaze. Prime Center Cut Filet Mignon .................. ............................... 38 Prime center, ut filet mignon, topped with Cabernet demi glace Florida Cities and Seafood Cobb Salad .......... ............................... 20 Canga and gapefruu sections, shrimp, jumbo lump cab, romaine, bacon, blue cheese, avocado, tomato, red o9on & diced eggs. Health Advfsw:: - Thereis a dskassodated with mnsumingrowoysters Ityau have chronic ill— -!the livel nomad arbIwo or have immunedisorders vova,e ota areare•dse nrsvn�,,. m ^•.. n.,m...,., ^�%�^ ^ ^" Like 499 people like this Be the fiat of your mends 3233 North Ocean Boulevard Fort Lauderdale, FL 33306 Hours of Operation Sunday- Thursday 11- -gem Fridley - Saturday. 11am - 3em For more Informsdon. 9545659264 Weekly... Happy Hour Every Day from 1P. -7 p.m. 2 -4-1 on all well dunks. wine and domestic beer Sundays: Beer Bust 4 - 7 p.m Karsoke with Freddy. the Kantoke Guy, 9 p m. - close Mondays: Karacke with Freddy, the Kamoke Guy, 9 p.m - close Tuesday: Open Mlc Nde - Bon, - t Wednesday: L ve Music Thursdays: Live Music Fridays: Live Music Saturday&: Live Music Follow Us Enter email atldress Subscribe f the dive bar .... opal. Nile http: / /thedivebarfl. Home. MENU MENU Now Serving from 12pm — 8Nm APPETIZERS Chicken Tenders 5.95 Served plain or tossed in one of our succlulent sauces - BBQ, Teriyaki or Buffalo -- - - - - -- Dive Bar Wings - - -- - --- - - - - -- Served with celery and bleu cheese with your choice of sauce - BBQ, 4.95 Teriyaki, Buffalo or Cajun Jalepeno Poppers 4.95 Served with our sweet hot sauce Mozzarella Sticks 4.95 Served with marinara Sauce - - - - -- Calamari ------------------ 4.95 Served with sweet cherry peppers, marinara and lemon wedge I ------------ - - - - -- - -- - - - -- ------ - - - - -- Homemade Nachos 4.95 Served with cheese, sweet cherry peppers, salsa and sour cream -- - -- -- - - - - -- ----------------- - - - - -- Basket of Fries 3.95 - ----------------------------------- - - - - -- - - - - -- Tortilla Chips & Salsa 4.95 ------------------------ - - - - -- -- ----------- -- ---- ----- -- - - -- French Onion Soup 3.95 SALADS Chicken Cobb 6.95 Romaine lettuce tossed in a ranch dressing and topped with chopped tomatoes, onions, avacado, bacon, egg and Monterey jack cheese ---- - - - - -- ------- - - - - -- --------------- - -- Caesar Salad 5.95 EXHIBIT "A" 2/11/2014 Romaine lettuce, Caesar dressing, grated parmesan cheese and croutons --------------------- - - - - -- -- House Salad 3.95 Romaine lettuce, tomatoes, onions and your choice of honey mustard, Caesar, ranch or bleu cheese dressing BURGERS AND MORE SANDWICHES All sandwiches come with your choice of french fries, baked beans or cole slaw. Dive burgers and grilled chicken sandwiches are served with lettuce, tomato, onions and pickle. - - - - -- ----- - - - - -- --------------------- Dive Burger 5.95 Dive Cheeseburger 6.95 Your choice of American, cheddar or Swiss cheese Grilled Chicken Breast Sandwich 6.95 Philly Cheesesteak or Chicken Philly 6.95 Topped with onions, mushrooms and white American cheese QUESADILLAS Cheese 5.95 flour tortilla filled with a savoury mixture of Cheese Grilled Chicken Breast 6.95 flour tortilla filled with a savoury mixture of Cheese, Grilled Chicken and Grilled Onions Steak with Grilled Onions 6.95 flour tortilla filled with a savoury mixture of Cheese, Steak and Grilled Onions WRAPS Wraps All wraps are served with your choice of french fries, baked beans or cole saw - - - - -- ---------------------------- ----------------------------- Grilled Chicken Breast 6.95 Flour tortilla wrap with lettuce and diced tomatoes ------------ - - - - -- ------ - - - - -- Buffalo Chicken Tenders 6.95 Flour tortilla with chicken tenders tossed in buffalo sauce with lettuce, diced tomatoes and bleu cheese dressing http: / /thedivebarfl.com/menu -2/ 2/11/2014 m 2012 The Ow Bar Fort Lauderdale Steak or Chicken Philly Wrap 6.95 Served with onions, mushrooms and white American cheese Consuming raw or undercooked meats, poultry, seafood, shellfish or eggs may increase your risk of food borne illness. Sde developed by PRosa Promotions http: / /thedivebarfl.com/menu -2/ 2/11/2014 EXHIBIT B PERCENTAGE RENT Annual Gross Sales of Subtenant Applicable Percentage 1. $00.00 (a "Floor ") - $2,000,000.00 (a "Ceiling ")* 5% 2. $2,000,001.00 - $3,999,999.00 7.5% 3. $4,000,000.00 - $5,000,000.00 10% 4. $5,000,001.00 - $6,000,000.00 11% 5. $6,000,001.00 - $7,000,000.00 12% 6. $7,000,001.00 - $8,000,000.00 13% 7. $8,000,001.00 - $9,000,000.00 14% 8. $9,000,001.00 - no limit 16% Note: For purposes of illustration only, if the annual Gross Sales of the Subtenant are: $2,000,000.00, then the Percentage Rent would be $100,000.00; $4,000,000.00, then the Percentage Rent would be $400,000.00; $5,000,000.00, then the Percentage Rent would be $500,000.00; $10,000,000.00, then the Percentage Rent would be $1,600,000.00 *The Floor and Ceiling for each item 1 through 8 of Annual Gross Sales of Subtenants identified above will be subject to increases (but not decreases) in the CPI, as defined in the Prime Lease, at such times as the CPI increases apply to the Base Monthly Rent as set forth in Section 4.1 of the Prime Lease (e.g., every five years). Notwithstanding the foregoing, adjustments in the Floor and Ceiling based on the increases in the CPI will never increase more than fifteen percent (5 years x 3% = 15 %) from the prior Annual Gross Sales of Subtenants. Page 6 of 6 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (this "Sublease ") is dated as of October a6t, 2013 by and among CITY OF SUNNY ISLES BEACH, FLORIDA, a municipal corporation of the State of Florida ( "Landlord "), AMERICAN FEDERATED TITLE CORP., as trustee under Florida Land Trust #3258 ( "Sublessor "), and BEACH BAR @ NEWPORT PIER, LLC, a Florida limited liability company ( "Subtenant "). Preliminary Statements WHEREAS, Sublessor is the tenant under that certain Lease Agreement, dated July 26, 2013, by and between Landlord and Sublessor, as tenant, (the "Prime Lease ") regarding the lease of those certain premises located at 16501 Collins, Sunny Isles, Florida 33160 (the "Prime Lease Premises ") consisting of an entire building (the "Building ") in the project known as Newport Pier at Sunny Isle Beach (the "Project "); WHEREAS, Sublessor desires to sublease to Subtenant and Subtenant desires to sublease from Sublessor the Sublease Premises (as hereafter defined), on the terms and conditions set forth below; and WHEREAS, Subtenant desires that Landlord grant additional rights in order for Subtenant to operate Beach Bar @ Newport Pier restaurant at the Prime Lease Premises, and Landlord desires to grant such rights, on the terms and conditions set forth below. NOW, THEREFORE, for and in consideration of the foregoing and for other good and valuable consideration and of the mutual agreements hereinafter set forth, Sublessor and Subtenant hereby covenant and agree as follows: 1. Definitions. Capitalized terms used but not defined in this Sublease shall have the same definitions given to them in the Prime Lease, unless the context clearly indicates a contrary intent. 2. Sublease Premises; Uses. Sublessor does hereby demise and sublease to Subtenant the entire Prime Lease Premises which consists of a restaurant facility, bait shop, second floor of _restaurant facility and additional_ outdoor dining area as further depicted in Exhibit "C" in the Prime Lease (the "Sublease Premises "). Subtenant agrees to operate Beach Bar @ Newport Pier restaurant with a menu similar to the menu attached hereto as Exhibit "A ", and commence operations as a restaurant to the public no later than January 1, 2014. .-D 0,,;( ,9c.y;' Lfl2rr rp 3. Term. The term of this Sublease (the "Initial Term ") shall commence on the Commencement Date (as hereinafter defined) and shall expire on July 26, 2023, unless earlier terminated in accordance with the terms of this Sublease or applicable law. As used herein, the "Commencement Date" means the date on which this Sublease is executed by the last of the parties hereto. Subtenant shall have the right to renew or extend the Term for four (4) additional terms of five (5) years (a "Renewal Term" and collectively with the "Initial Term ", the "Sublease Term "), provided, however, Sublessor renews the term under the Prime Lease and Subtenant is not in default at the time of the renewal of the applicable term. If Subtenant is not in default, Subtenant shall have the right to extend the Sublease Term by giving Sublessor written notice of its election to extend the term of this Sublease not less than one hundred fifty (150) days prior to the expiration of the Initial Term or the then running Renewal Term. All of the terms and conditions of this Sublease shall remain in full force and effect during each Renewal Term, if exercised. 4. Rent. 4.1 Base Rent. Subtenant shall pay directly to Landlord, in lawful United States currency, base monthly rent of Fifteen Thousand and No /100 Dollars ($15,000.00) (the "Base Rent") plus all applicable sales tax. The Base Rent shall be subject to increases in the CPI, as defined in the Prime Lease, as set forth in Section 4(b) of the Prime Lease. All Base Rent shall be payable in equal monthly installments, in advance, beginning on the Rent Commencement Date, as hereinafter defined, and continuing on the first day of each and every calendar month thereafter during the Sublease Term. Base Rent payments for any fractional month shall be paid on a per diem basis (calculated on the basis of the number of days in such month). Notwithstanding the foregoing, the parties hereto agree and acknowledge that the Base Rent will be abated until three (3) months from the date the appropriate governmental agency issues a temporary certificate of occupancy or certificate of occupancy on the Sublease Premises (the "Rent Commencement Date "). 4.2 Percentage Rent. Simultaneously with and in addition to the payment of Base Rent, Subtenant shall pay to Sublessor for each year of the Sublease Term, as percentage rent (the "Percentage Rent "), an amount equal to the amount by which (i) the product of (x) ten percent (10 %) and (y) all Gross Sales, as hereinafter defined, resulting from business conducted by Subtenant (or any of its concessionaires, if applicable) in, on or from the Prime Lease Premises for the respective month, exceeds (ii) the Base Rent, plus applicable sales tax. The Percentage Rent shall be paid in monthly installments computed in accordance herewith commencing after the three (3) month rent abatement period, and shall be payable within five (5) days following the end of each month during the Sublease Term. The term "Gross Sales" as used herein shall be construed to include the entire amount of the actual sales price, whether for cash or otherwise, of all sales of merchandise or services and all other receipts whatsoever of all business conducted in or from the Prime Lease Premises by Subtenant. A "sale" shall be deemed to have been consummated for the purposes of this Sublease, and the entire amount of the sales price shall be included in Gross Sales, at such time that (i) the transaction is initially reflected in the books or records of Subtenant or a concessionaire (if a concessionaire makes the sale), or (ii) Subtenant or such concessionaire receives all or any portion of the sales price, or (iii) the applicable goods or services are delivered to the customer, whichever first occurs, irrespective of whether payment is made in installments, the sale is for cash or for credit, or otherwise, or all or any portion of the sales price has actually been paid at the time of inclusion in Gross Sales or at any other time. No deduction shall be allowed for direct or indirect discounts, rebates, or other reductions on sales to others, unless generally offered to the public on a uniform basis. In addition, no deduction shall be allowed for uncollected or uncollectible credit accounts, or for trade -ins or other credits on sales to employees or others. The term "Gross Sales" shall not include, however, any sums collected and paid out by Subtenant for any sales or excise tax imposed by and accounted for by Subtenant to any duly 2 constituted governmental authority, nor shall it include the exchange of merchandise between the stores of Subtenant, if any, where such exchange of goods or merchandise is made solely for the convenient operation of the business of Subtenant and not for the purpose of consummating a sale which has theretofore been made in or from the Sublease Premises and /or for the purpose of depriving Sublessor of the benefit of a sale which otherwise would be made in or from the Prime Lease Premises, nor shall the term include the amount of returns to shippers or manufacturers, nor proceeds from the sale of trade fixtures. There shall be deductible from Gross Sales the amount of any cash or credit refund made upon any sale in or from the Prime Lease Premises, previously included in "Gross Sales" hereunder, not to exceed the sum so previously included, where the merchandise sold is thereafter returned by the purchaser and accepted by Subtenant. The term "merchandise" as used in this Lease shall include, but not be limited to, food and beverages. 4.3 Additional Rent Provisions. Unless otherwise expressly provided, all monetary obligations of Subtenant to Sublessor or Landlord under this Sublease, of any type or nature, other than Base Rent or Percentage Rent, shall be denominated as additional rent. Except as otherwise expressly provided, all additional rent payments are due five (5) days after delivery of an invoice. Sublessor and Landlord shall have the same rights and remedies for defaults in the payment of additional rent as provided in this Sublease for defaults in the payment of Base Rent. The term "Rent" or "rent" when used in this Sublease shall include Base Rent, Percentage Rent and all forms of additional rent. All Base Rent shall be paid to Landlord without demand, setoff, or deduction whatsoever, except as specifically provided in this Sublease, at Landlord's notice address indicated in Section 24 of this Sublease, or at such other place as Landlord shall designate in writing to Subtenant. All Percentage Rent shall be paid to Sublessor without demand, setoff, or deduction whatsoever, except as specifically provided in this Sublease, at Sublessor's notice address indicated in Section 24 of this Sublease, or at such other place as Sublessor shall designate in writing to Subtenant. If any payment of rent due from Subtenant shall be overdue by five (5) days or more, Landlord or Sublessor shall be entitled to charge Subtenant the late charges and interest provided for in Section 4(d) and Section 4(e) of the Prime Lease. Subtenant's obligations to pay rent are covenants independent of Sublessor's obligations under this Sublease. Subtenant shall also pay monthly to Landlord and Sublessor, as the case may be, any sales, use, or other tax (excluding state and federal income tax) now or hereafter imposed by the United States of America, the State of Florida in which the Sublease Premises are located, or any political subdivision of them, on any form of rent due under this Sublease, or in substitution for any rent, notwithstanding the fact that the law imposing the tax may endeavor to impose it on Sublessor or Landlord. 4.4 Other Charges and Taxes. Subtenant shall also reimburse Sublessor for all charges payable by Sublessor under the Prime Lease which relate to the Sublease Premises or to Subtenant's use of the facilities of the Project, or which are payable by reason of any act or omission of Subtenant, including, but not limited to, (i) any increases in Sublessor's or Landlord's insurance premiums, and (ii) any fee imposed by Landlord for the review of plans and specifications or inspections done pursuant to the Prime Lease with respect to the Sublease Premises. Subtenant shall pay, on or before their respective due dates to the appropriate collecting authorities, all federal, state, county and city taxes, fees, and assessments, which are now due or may subsequently be levied upon the Sublease Premises or upon any Subtenant's property used in 3 connection with this Sublease, including but not limited to any applicable ad valorem, sales, and excise taxes. 4.5 Sublessor's Lien. To secure the payment of all rent due and to become due hereunder and the faithful performance of this Sublease by Subtenant, Subtenant hereby gives to Landlord an express first and prior contractual lien and security interest on all property now or hereafter acquired (including fixtures, equipment, chattels, and merchandise) which may be placed in the Sublease Premises and also upon all proceeds of any insurance which may accrue to Subtenant or Landlord by reason of destruction of or damage to any such property. Such property shall not be removed from the Sublease Premises without the prior written consent of Landlord until all arrearages in rental and other sums of money then due to Landlord hereunder shall first have been paid. All exemption laws are hereby waived in favor of said lien and security interest. This lien and security interest is given in addition to Landlord's statutory lien and shall be cumulative thereto. Landlord shall, in addition to all of its rights hereunder, also have all of the rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State of Florida (the "UCC ") and Subtenant hereby authorizes Sublessor to file one or more financing statements thereunder. To the extent permitted by law, this Sublease shall constitute a security agreement under Article 9 of the UCC. 5. Right To Examine Books: Audit. Notwithstanding the acceptance by Sublessor or Landlord of payments of Percentage Rent, as hereinafter defined, Sublessor and Landlord shall have the right to Percentage Rents, respectively, and the right to examine, make extracts from and copy, at the Sublease Premises or (at the option of Sublessor) at the corporate headquarters office of Subtenant in the United States, Subtenant's and all concessionaires' books, source documents, accounts, records and sales tax reports filed with applicable government agencies in order to verify the amount of Gross Sales in and from the Sublease Premises. Subtenant shall make all such documents and records available at the Sublease Premises (or at Subtenant's corporate headquarters, if elected by Sublessor) upon five (5) days' prior written notice from Sublessor or Landlord, as the case may be. 5.1 At its option, Sublessor or Landlord may at any time, upon ten (10) days' prior written notice to Subtenant, arrange for an auditor selected by Sublessor or Landlord to conduct a complete audit (including a physical inventory) of the entire records and operations of Subtenant, including those in connection with any concessionaire concerning business transacted upon or includable in Gross Sales from the Sublease Premises during the period covered by any statement issued by Subtenant. Subtenant shall make available to Sublessor or Landlord's auditor at the Sublease Premises (or at Subtenant's corporate headquarters, if elected by Sublessor or Landlord) within ten (10) days following Sublessor or Landlord's notice requiring such audit, all of the books, source documents, accounts and records referred to in Sections 5 and 33 of this Sublease and any other materials which such auditor deems necessary or desirable for the purpose of making such audit. Subtenant shall promptly pay to Sublessor or Landlord the amount of any deficiency in percentage rent payments respectively, disclosed by any such audit. if such audit shall disclose that Subtenant's statement of Gross Sales is at variance to the extent of three percent (3 %) or more, Sublessor or Landlord, as the case may be, may bill to Subtenant the amount of any deficiency and 4 the cost of such audit, which shall be paid by Subtenant within ten (10) days after Subtenant's receipt of the applicable invoice; in the event Subtenant fails to pay such discrepancy and costs, Sublessor or Landlord may terminate this Sublease as set forth below and /or shall have such other rights and remedies as may be provided herein or at law arising by virtue of Subtenant's failure to pay Percentage Rent. In addition to the foregoing, and in addition to all other remedies available to Sublessor and Landlord, in the event Sublessor or Sublessor's auditor, or Landlord or Landlord's auditors, shall schedule a date for an audit of Subtenant's records in accordance with this Section, and Subtenant shall fail to be available or shall otherwise fail to comply with the requirements for such audit, Subtenant shall pay all costs and expenses associated with the scheduled audit. 5.2 In addition to all other remedies available to Sublessor, in the event that any such audit shall disclose that Subtenant's records and other documents as referred to in this Section 5 and such other materials provided by Subtenant to Sublessor or Landlord's auditor are inadequate, in the opinion of Sublessor or Sublessor 's auditor, or Landlord or Landlord's auditor, to accurately disclose Subtenant's Gross Sales, then Sublessor or Landlord, as the case may be, shall be entitled to collect as additional rent from Subtenant an amount equal to percentage rent due for such understatement together with interest at eighteen percent (18 %) per annum and the cost of such audit and attorney fees. Sublessor or Landlord's exercise of the foregoing remedy shall in no way limit or otherwise affect Sublessor or Landlord's ability to exercise other remedies available to it, nor shall Subtenant's obligations pursuant to the terms, covenants and conditions of this Sublease (including, without limitation, Subtenant's obligation with respect to reporting Gross Sales and payment of Percentage Rent ) be in any manner reduced or diminished by the exercise of such remedy. In the event that Subtenant shall, following the exercise of such remedy, provide to Sublessor all records and documentation as required to be provided pursuant to the terms of this Sublease so as to permit Sublessor's auditor to accurately establish Subtenant's Gross Sales for the period in question, then Subtenant shall be permitted a credit with respect to any amount of additional rent collected by Sublessor from Subtenant pursuant to this paragraph, with such credit to be applied first against the installment of percentage rent due from Subtenant for the period in question, with any remaining credit to be applied against the next installment of Percentage Rent payable by Subtenant. Neither the provisions of this Section 5.2 nor any other provisions in this Sublease shall restrict Sublessor's rights to discovery in any litigation or arbitration proceeding. 6. Parking. Subtenant shall be entitled to use during the Term of this Sublease, five (5) dedicated parking spaces in the public parking area at Gateway Park (151 Sunny Isles Blvd.) or the public parking area adjacent to the Walgreens store located on 1751h Street and Collins Avenue or any other location approved by the City, subject to all of the terms and conditions upon which such spaces are made available. The customers of the Subtenant may use public parking spaces in the same manner as the general public. 7. Compliance With Prime Lease. 7.1 Prime Lease. Subtenant acknowledges that Sublessor is the Tenant under the Prime Lease, a copy of which is attached to this Sublease as Exhibit "B ", and Subtenant agrees to observe, perform, and be bound by the duties and obligations of the Tenant under the Prime Lease. The 5 Prime Lease is hereby incorporated in and made part of this Sublease with the same force and effect as though set forth at length in this Sublease, except that (a) the terms "Landlord ", "Tenant", "Lease" and "Premises" as used in the Prime Lease are replaced by, respectively, the terms "Sublessor ", "Subtenant ", "Sublease" and "Sublease Premises ", (b) the amounts of Base Rent set forth in the Prime Lease are not incorporated in and do not apply to this Sublease, and (c) such Prime Lease terms as by their nature do not relate to the Sublease Premises or are inapplicable or inappropriate to the subleasing of the Sublease Premises under this Sublease or are inconsistent with any of the provisions of this Sublease are also not incorporated in and do not apply to this Sublease. Notwithstanding anything contained in this Sublease, this Sublease shall in all events be subject and subordinate to all of the terms and conditions of the Prime Lease. Whenever, under a provision of the Prime Lease incorporated in this Sublease, Sublessor as Tenant is required to take some action by a date certain or within a certain time period, Subtenant shall take such action not less than five days prior to the deadline which would be applicable to Sublessor's performance of such action. 7.2 Approvals and Consents. Whenever a provision of the Prime Lease incorporated in this Sublease requires or refers to Landlord's consent or approval, such provision as incorporated in this Sublease shall be deemed to require or refer to both Landlord's and Sublessor's consent or approval. In such a case, Subtenant shall submit its request for consent or approval to Sublessor. Sublessor shall forward the request to Landlord for its consent or approval unless Sublessor has then decided to deny its consent or approval to Subtenant's request. Sublessor's consent may be withheld in Sublessor's sole and absolute discretion as to any consent or approval refused by Landlord. Where Landlord's consent may not be not unreasonably withheld under certain provisions of the Prime Lease, Sublessor's consent under corresponding provisions of the Sublease will not be unreasonably withheld, except in the event that Landlord denies its consent thereto. 7.3 Protection of Prime Lease. Subtenant shall not do or cause to be done or suffer or permit to be done any act or thing which would or might constitute a default under the Prime Lease or cause the Prime Lease or the rights of Sublessor as tenant under the Prime Lease to be terminated, which would or might cause Sublessor to become liable for any damages, costs, claims, or penalties, which would or might increase the basic monthly rent or other obligations of Sublessor as tenant under the Prime Lease, or which would or might adversely affect or reduce any of Sublessor's rights or benefits under the Prime Lease. Subtenant represents to Sublessor that Subtenant has read and is familiar with the terms of the Prime Lease. 7A Limitation on Sublessor's Obligation. Notwithstanding anything contained in this Sublease (including any provisions of the Prime Lease which are incorporated by reference into this Sublease), Subtenant acknowledges and agrees that Sublessor shall have no obligation, liability, or responsibility whatsoever to Subtenant to (i) provide or perform any work, supply or cause to be supplied, any service, utility, repair, alteration, maintenance, or restoration in or relating to the Sublease Premises or the Project, (ii) comply with any laws or requirements of public authorities which relate to the Sublease Premises or the Project, (iii) repair or restore the Sublease Premises or the Project in the event of condemnation or damage or destruction by fire or other casualty, or (iv) as to any warranty or representation of Landlord under the Prime Lease. 3 Subtenant shall undertake all repair obligations of Sublessor under the Prime Lease as to the Sublease Premises. 7.5 Condemnation; Dama�ee by Fire or Other Casualty. In the event of any taking by eminent domain or damage by fire or other casualty to the Project, thereby rendering the Sublease Premises or the Project wholly or partially untenantable, Subtenant shall acquiesce in and be bound by any action taken by, or agreement entered into between Sublessor and Landlord with respect thereto; and if, by application of the provisions of the Prime Lease or separate agreement between Landlord and Sublessor, the Prime Lease is terminated, this Sublease shall likewise terminate. If, however, the Prime Lease remains in effect, this Sublease shall also remain in effect except that the Base Rent and Additional Rent shall be abated proportionately; provided, however, that such abatement shall in no event exceed the abatement granted to Sublessor under the Prime Lease for the Sublease Premises and, provided further, that no compensation or claim or reduction will be allowed or paid by Sublessor by reason of inconvenience, annoyance or injury to Subtenant's business arising from the necessity of effecting repairs to the Sublease Premises or any portion of the Project, regardless of whether such repairs are required by operation of any provision of the Prime Lease. 7.6 Termination of Prime Lease. In the event of and upon the termination, surrender or cancellation of the Prime Lease pursuant to any of the provisions thereof, whether or not the Commencement Date of this Sublease shall have occurred, this Sublease shall automatically terminate as if such date of termination was the scheduled expiration date, and Subtenant shall have no claim against Sublessor of any kind whatsoever arising out of or in connection with such termination. 8. Landlord's Consent to this Sublease. Upon execution of this Sublease by Landlord, Landlord shall consent to (i) the subleasing of the Sublease Premises to Subtenant, and (ii) Subtenant selling food and beverage in the Building and outside the Building within a five (5) feet radius of the Building subject to all applicable codes, ordinances, and state and federal law. 9. Use of Sublease Premises. Subtenant will use and occupy the Sublease Premises for the Permitted Use set forth in the Prime Lease and for no other use or purpose. In connection with the Permitted Use, the Subtenant shall be allowed to (i) play music outside the Building provided the volume does not exceed 75 bD(A) one hundred (100) yards from the Pier, as hereinafter defined, (ii) maintain antennas and satellite dishes on the roof of the Building as approved by the Landlord, and (iii) place awnings, and build outside signage (subject to Section 31 hereof) and neon trim outside the Building subject to applicable law and building code. Subtenant agrees that it shall be responsible for painting the Building on an as needed basis subject to the consent of the Landlord. Notwithstanding the foregoing, Subtenant shall not play music outside beyond the time of 11:00 pm. The Landlord reserves the right to reduce the decibel level for the outside music. 10. Grant of License for Sale of Food and Beverage; Management of Pier. During the Sublease Term, Landlord grants Subtenant the non - exclusive license to sell food and beverage in the Building and outside the Building within a five (5) feet radius of the Building. In accordance 7 with a Management Agreement between Sublessor and Landlord, Sublessor shall manage the Pier owned by the Landlord adjacent to the Building (the "Pier "). Upon termination of Management Agreement, the Landlord shall select a management company. In the event Sublessor is not selected as the management company for the Pier, the Sublessor may consent to the selection of the management company provided that consent shall not be unreasonably withheld. Subtenant shall maintain in current status all necessary licenses and permits to operate a restaurant in the Building. 11. Construction of Improvements. Within Sixty (60) days from the date of the execution of this Sublease, Subtenant shall, at its own cost and expense, submit to Sublessor and Landlord for their written approval its plans for the commencement and completion of the construction, and the acquisition and installation of, the Subtenant's improvements to the Sublease Premises. Such improvements shall be completed no later than January 1, 2014 and the Beach Bar @ Newport Pier restaurant shall be opened for business no later than January 1, 2014. The opening of the Beach Bar @ Newport Pier restaurant may be extended due to and in accordance with Unavoidable Delay, as hereinafter defined in Section 30 of this Sublease. 12. Obligations of Landlord. In connection with this Sublease, Landlord agrees that it shall: 12.1 Pay for costs in the amount not to exceed Forty Thousand Dollars ($40,000.00) for modifying windows and doors in the Building in accordance with reasonable specifications of the Subtenant. The City reserves the right to pay the Forty Thousand Dollars ($40,000.00) as a rent credit; 12.2 Maintain the insurance required under the Prime Lease; 12.3 Remain responsible for the cleaning, repair and maintenance of the Pier exclusive of restaurant Building, as well as the structural components of the Pier and restaurant Building; 12.4 Provide separate water and electric meters for the Building; 12.5 Comply with all requirements of the Americans with Disabilities Act of 1990, as amended, the Florida Americans with Disabilities Accessibility Implementation Act and all other related state and local laws; 12.6 Be responsible for maintaining existing Turtle Lights. The City shall not be responsible for installing any new Turtle Lights; 12.7 Provide directional signage to the Project on Collins Avenue in Sunny Isles Beach, Florida. 13. Compliance With Laws. Subtenant shall promptly comply with all laws, orders, and regulations of all county, municipal, state, federal, and other applicable governmental authorities, including environmental laws, and all recorded covenants and restrictions affecting the Project, now in force, or that may hereafter be in force, pertaining to Subtenant or its use of the Sublease Premises. If, as a result of Subtenant's use of the Sublease Premises or the making of any alterations by Subtenant, any additions, alterations, or improvements shall be required to be made by Sublessor to any part of the Sublease Premises to comply with any requirements of the Americans with Disabilities Act of 1990, as amended, the Florida Americans with Disabilities Accessibility Implementation Act and /or any other related state or local laws, Subtenant shall, at Sublessor's option, promptly make all such required additions, alterations, or improvements at Subtenant's sole cost and expense or shall reimburse Sublessor on demand for the costs incurred by Sublessor in doing so. 14. Hazardous Substances. Subtenant shall not cause or permit any Hazardous Substance (as defined below) to be used, stored, generated or disposed of on or in the Building, the Project or the Sublease Premises, by Subtenant, Subtenant's agents, employees, contractors or invitees without first obtaining Sublessor's written consent, except, with the prior written consent of Landlord, for small quantities of Hazardous Substances customarily used in connection with general office uses. If any Hazardous Substances are used, stored, generated or disposed of on or in the Building, the Project or the Sublease Premises, or if the Building, the Project or the Sublease Premises, become contaminated in any manner by Subtenant or its employees, agents, guests or invitees or otherwise become affected by any release or discharge of a Hazardous Substance caused in whole or in part by Subtenant or its employees, agents, guests or invitees, Subtenant shall immediately notify Sublessor and Landlord of the release or discharge of a Hazardous Substance and Subtenant shall indemnify, defend and hold harmless Sublessor and its shareholders, directors, officers and employees from and against any and all claims, damages, fines, judgments, penalties, costs liabilities, or losses (including without limitation, a decrease in value of the Project, the Building or the Sublease Premises, damages caused by loss or restriction of rentable or usable space, or any damages caused by adverse impact on marketing of the space, and any and all sums paid for settlement of claims, attorneys' fees, consultant, and expert fees) arising during or after the Term, and arising as a result of such use, generation, storage, disposal, contamination, release or discharge. This indemnification includes without limitation, any and all costs incurred because of any investigation of the site or any cleanup, removal, or restoration mandated by federal, state or local agency or political subdivision. Without limitation of the foregoing, if Subtenant causes or permits the presence of any Hazardous Substance on the Sublease Premises, the Building or the Project and the same results in any contamination, release or discharge, Subtenant shall promptly, at its sole expense, take any and all necessary actions to return the Sublease Premises, the Building or the Project to the conditions existing prior to the presence of any such Hazardous Substance on the Sublease Premises, the Building or the Project and in compliance with all applicable laws. Subtenant shall first obtain Sublessor's and Landlord's approval for any such remedial action and the approval of the contractors doing the work. Sublessor shall have the right to do the work, at Subtenant's sole cost and expense, if Sublessor determines an emergency exists or if necessary to protect the health and safety of other tenants of the Building or the Project. As used herein, "Hazardous Substance" means any and all material or substances that are defined as "hazardous waste ", "hazardous materials ", or a "hazardous substance" pursuant to federal, state or local governmental law and any substance that is toxic, ignitable, reactive, or corrosive. "Hazardous Substance" includes, but is not restricted to, asbestos, polychlorobiphenyls, and petroleum products. 6 15. Liability and Indemnification. 15.1 Sublessor's Liability. Sublessor shall not be liable to Subtenant, Subtenant's agents, or Subtenant's customers, clients, invitees, licensees, contractors, or employees for any damage, injury, loss, compensation, claim or expense, including claims based on, arising out of, or resulting from any cause whatsoever pertaining to the Sublease Premises (including the intentional misconduct or criminal acts of third parties), except to the extent such damage, injury, loss, compensation, claim or expense is caused by Sublessor's gross negligence or willful misconduct, and Subtenant waives all claims against Sublessor for any loss or damage against which Subtenant is insured, or for which Subtenant is required to maintain insurance under this Sublease, nor shall Sublessor be liable in any event for any interruption of or loss to Subtenant's business, and Subtenant waives all claims against Sublessor based on loss of business or profits or other consequential damages or for punitive or special damages of any kind. 15.2 Subtenant's Indemnity. Subtenant shall defend, indemnify, and hold Sublessor, Sublessor's agents, employees, officers, directors, partners, managers, and Sublessor's interest in the Prime Lease and the Sublease Premises harmless from and against all costs, damages, claims, liabilities and expenses (including, but not limited to, court costs and reasonable attorneys' fees) suffered by or claimed against Sublessor, directly or indirectly, based on, arising out of or resulting from (i) the control, maintenance, management, occupancy, possession, repair, or use of the Sublease Premises, or the business conducted by Subtenant therein, (ii) the condition, repair, and /or maintenance of the Sublease Premises, (iii) any injury to person or property or loss of life sustained in, on or about the Sublease Premises, (iv) any act or omission by Subtenant or Subtenant's agents, employees, licensees, invitees, or contractors, or (v) any breach or default by Subtenant in the performance or observance of its covenants or obligations under this Sublease or the Prime Lease, but excluding any costs, damages, claims, liabilities, and expenses to the extent that the same are proximately caused by the gross negligence or willful misconduct of Sublessor. For the purpose of Section 15.2, Subtenant shall indemnify Landlord in the same manner that it indemnifies the Sublessor in Section 15.2. 15.3 Independent Covenants. In the event that at any time during the Sublease Term Subtenant shall have a claim against Sublessor or Landlord, Subtenant shall not have the right to deduct the amount allegedly owed to Subtenant from any rent or other sums payable to Sublessor under this Sublease, it being understood that Subtenant's sole remedy for recovering upon such claim shall be to institute an independent action against Sublessor or Landlord. Notwithstanding anything to the contrary contained in this Sublease, if any provision of this Sublease expressly or impliedly obligates Sublessor not to unreasonably withhold its consent or approval, an action for declaratory judgment or specific performance shall be Subtenant's sole right and remedy in any dispute as to whether Sublessor has breached such obligation. 15.4 Non - Recourse. Subtenant shall look solely to Sublessof s estate and interest in the Sublease Premises for the satisfaction of any right or remedy of Subtenant under this Sublease, or for the collection of any judgment (or other judicial process) requiring the payment of money by Sublessor, and no other property or assets of Sublessor or its principals shall be subject to levy, 10 execution, or other enforcement procedure for the satisfaction of Subtenant's rights or remedies under this Sublease, the relationship of Sublessor and Subtenant under this Sublease, Subtenant's use and occupancy of the Sublease Premises, or any other liability of Sublessor to Subtenant of whatever kind or nature. In no event shall any principal, agent, employee, director, officer, or partner of Sublessor, or any other person, be held to have any personal liability for satisfaction of any claims or judgments that Subtenant may have against Sublessor or Landlord. 16. Insurance. Subtenant shall maintain throughout the Term or any Renewal Term all insurance required to be maintained by the Tenant under the Prime Lease, which insurance shall name Sublessor and Landlord as an additional insured and /or loss payees, as applicable. Subtenant shall also maintain throughout the Term, to the extent not required by the Prime Lease, the following additional insurance: (a) "all- risk" fire and casualty insurance covering all of the Equipment and of Subtenant's personal property, including removable trade fixtures, located in the Sublease Premises for the full replacement cost thereof; (b) commercial general liability insurance covering injury, death and property damage occurring in the Building with a combined single limit of not less than $3,000,000 per occurrence and $5,000,000 in the aggregate; (c) business income and extra expense insurance covering the risks to be insured by the all risk property insurance described above, on an actual loss sustained basis; (d) worker's compensation insurance on all employees of Subtenant, as required by the laws of the State of Florida and employer's liability insurance subject to limits of not less than $500,000 per employee, $500,000 per accident, and $1,000,000 policy limit; (e) liquor liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) annual aggregate. Each policy of insurance required to be maintained by Subtenant hereunder shall be placed through insurers reasonably approved by Sublessor and Landlord, shall name Sublessor and Landlord as additional insureds and /or loss payees thereunder, as applicable, shall contain waiver of subrogation and severability of interests endorsements, shall in all events be in an amount sufficient to prevent Subtenant from being a co- insurer of any loss covered under the applicable policy or policies and shall require not less than thirty (30) days' prior written notice of any cancellation or modification. On or prior to the Commencement Date, Subtenant shall deliver to Sublessor and Landlord binding certificates or other binding evidence of all such insurance (on an ACCORD 27 form or other form acceptable to Sublessor), together with true copies of each such policy and evidence of payment thereof; and thereafter, at least fifteen (15) days prior to the expiration of any policy, Subtenant shall deliver to Sublessor and Landlord such original certificates as shall evidence a renewal or new policy to take the place of the policy that is expiring together with true copies of each such policy and evidence of payment therefor. 17. Alterations. Subtenant shall not make any alterations, additions, or improvements on or to the Sublease Premises without first obtaining the written consent of Sublessor and Landlord, and all alterations, additions, and improvements shall be performed at the sole expense of Subtenant. All alterations, additions and improvements shall be performed in accordance with such restrictions and regulations as Landlord and /or Sublessor may impose in connection therewith, including the applicable terms of the Prime Lease. Without limiting the generality of the foregoing, Subtenant shall pay to Sublessor (or if Sublessor requests, directly to Landlord) all fees required by the Prime Lease or otherwise imposed by Landlord in connection with any alterations, additions or improvements requested to be performed by Subtenant and until such amounts are paid in full, Sublessor shall have no obligation to consider or act upon Subtenant's request to make such alterations, additions or improvements. 18. Liens. Sublessor hereby notifies all mechanics, materialmen and other lienors that pursuant to Florida Statutes §713.10, any liens under Florida Statutes Chapter 713 shall extend to, and only to, the right, title and interest of the person who contracts for the improvement in question and that neither the interest of Sublessor, Landlord nor any superior interest in the Sublease Premises, Building or Project shall be subject to liens for any improvements, services or materials made by, contracted for or otherwise authorized by Subtenant or by any employee, contractor or agent of subtenant, and that Subtenant has no power, authority or permission to create any such lien. Subtenant agrees that prior to contracting for or otherwise authorizing any improvements, services or materials to be made in or delivered to the Sublease Premises, Subtenant shall notify the applicable contractor of the foregoing provisions. Subtenant further agrees that upon request of Sublessor, Subtenant shall execute a notice which sets forth the foregoing provisions, which notice may be recorded by Sublessor or Landlord in the public records of the county where the Project is located. Notwithstanding these provisions, Subtenant, at its expense, shall cause any lien filed against the Sublease Premises, the Building or the Project for work or materials claimed to have been furnished to Subtenant to be discharged of record or properly transferred to a bond under §713.24, Florida Statutes, within ten days after notice to Subtenant. Further, Subtenant agrees to indemnify, defend, and save Sublessor harmless from and against any damage or loss, including reasonable attorneys' fees, incurred by Sublessor as a result of any liens or other claims arising out of or related to work performed in the Sublease Premises by or on behalf of Subtenant. 19. Assignment and Subletting. Subtenant shall not mortgage, encumber, transfer, or assign this Sublease in whole or in part, or further sublet or permit occupancy of the Sublease Premises, or any part thereof or interest therein or enter into any other arrangement which does or may require the consent of the Landlord, including any of the foregoing effected by operation of law (each a "Transfer'), without the prior written consent of Sublessor and Landlord, which consent of Sublessor shall not be unreasonably withheld. Sublessor's withholding of such consent shall be deemed reasonable if Landlord does not consent for any reason. The sale or other transfer of any partnership interest in or any capital stock of, or the issuance of any additional partnership interest in or any capital stock of, Subtenant or any partner in Subtenant or any entity directly or indirectly owning or controlling Subtenant or any partner in Subtenant shall be deemed a Transfer which requires Sublessor's prior written consent, except with respect to capital stock which is publicly traded. No Transfer shall relieve Subtenant from any of its obligations under this Sublease. Notwithstanding anything to the contrary contained herein, Sublessor shall have the option, exercisable by notice to Subtenant, to recapture all of the Sublease Premises, or at the option of Sublessor, the portion of the Premises subject to the proposed Transfer in the event that less than all of the Premises is subject to the proposed Transfer. Such recapture notice shall cancel and terminate this Sublease with respect to the space being recaptured as of effective date of the proposed Transfer. If this Sublease shall be canceled with respect to less than all of the Sublease Premises, then the Base Rent and the Additional Rent shall be prorated on the basis of the number of net rentable square feet retained by Subtenant in proportion to the number of net rentable 12 square feet contained in the Sublease Premises and this Sublease as so modified shall continue in full force and effect. If consent is once given by Sublessor to a Transfer, Sublessor shall not be barred or in any way limited from subsequently refusing to consent to any further or subsequent Transfer. 20. Access to Premises. Subtenant shall allow Sublessor and Landlord, their agents, contractors, or employees access to the Sublease Premises throughout the Term at all reasonable times with reasonable prior notice for the purpose of inspecting or of making any repairs, additions, improvements, or alterations to the Sublease Premises or adjacent portions of the Project or any property owned by or under the control of either party, or to exhibit the Sublease Premises to prospective purchasers of the Project, or (during the last 12 months of the Term) to prospective tenants, assignees, and /or subtenants. 21. Default of Subtenant. 21.1 Events of Default: If (a) any rents or other payment reserved, including, without limitation, Base Rent, Percentage Rent, or any part thereof, become due and remain unpaid for more than three (3) days after the same is due and payable, (b) Subtenant fails to maintain the insurance required under this Sublease, (c) there is a Transfer of this Sublease or Subtenant's rights hereunder without the prior consent of Sublessor and Landlord, (d) Subtenant shall vacate or abandon the Sublease Premises, (e) Subtenant becomes bankrupt or insolvent or makes a general assignment for the benefit of creditors or takes the benefit of any insolvency act, or if any debtor proceedings shall be taken by or against Subtenant; (f) a receiver or trustee in bankruptcy is appointed for Subtenant's property and the appointment is not vacated and set aside within thirty (30) days from the date of the appointment; or (g) Subtenant violates or defaults in any other provision(s) of this Sublease, and fails to cure or remedy the same within fifteen (15) days after Sublessor or Landlord shall have given Subtenant written notice specifying such violation or default, then in any of such events, Landlord or Sublessor, as the case may be, may exercise all rights and remedies available under the Prime Lease and at law and equity. 21.2 Acceleration. If Landlord and Sublessor elect to terminate this Sublease pursuant to this Section 21, they shall have the option, to be exercised in their sole discretion, to declare the entire balance of all forms of rent due under this Sublease for the remainder of the Term to be forthwith due and payable and may collect the then present value of the rents (calculated using a discount rate equal to 400 basis points over the yield then obtainable from the United States Treasury Bill or Note with a maturity date closest to the date of expiration of the Term). If Sublessor exercises its remedy to retake possession of the Sublease Premises and collects from Subtenant all forms of rent owed for the remainder of the Term, Sublessor shall account to Subtenant, at the date of the expiration of the Term, for amounts actually collected by Sublessor as a result of a reletting, net of Subtenant's obligations as specified above. Termination of this Sublease requires the consent of the Landlord and Sublessor. 13 21.3 Sublessor's Right to Cure. If Subtenant fails to perform any of its obligations under this Sublease in accordance with the terms hereof, then, after five (5) days' written notice to Subtenant and after the lapse of the applicable cure period, if any, provided for under this Sublease for defaults (except in case of emergency, in which event no prior notice shall be required), Sublessor may but shall not be obligated to cure such failure for the account of and at the expense of Subtenant, and the amount of any costs, payments or expenses incurred by Sublessor in connection with such cure (including reasonable attorneys' fees) shall be payable by Subtenant to Sublessor as additional rent on demand, with interest thereon at the Default Rate (as defined below). Sublessor shall be provided with a thirty (30) day period to cure any defaults under the Prime Lease and the Sublease. 21.4 Late Charees. If any payment due to Landlord or Sublessor under this Sublease shall not be paid within five (5) days of the date when due, Subtenant shall pay, in addition to the payment then due, an administrative charge equal to five percent (5 %) of the past due payment. All payments due Sublessor under this Sublease shall bear interest at a rate (the "Default Rate ") equal to the lesser of: (i) the default rate provided in the Prime Lease, which is one and one -half percent (1 1/2 %) per month (18% per annum), or (ii) the maximum rate allowed by law, accruing from the date the obligation arose through the date payment is actually received by Sublessor. 21.5 No Accord and Satisfaction. No payment by Subtenant or receipt by Landlord or Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account of the earliest stipulated Base Rent, Additional Rent, or other sums due under this Sublease; nor shall any endorsement or statement on any check or letter be deemed an accord and satisfaction, and Sublessor and Landlord's right to recover the balance due or to pursue any other remedy available to Sublessor or Landlord shall not be limited thereby. 21.6 Waivers. No failure by Sublessor to insist upon the strict performance of any term, covenant, agreement, provision, condition, or limitation of this Sublease or to exercise any right or remedy consequent upon a breach thereof, and no acceptance by Sublessor of full or partial rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term, covenant, agreement, provision, condition or limitation. No term, covenant, agreement, provision, condition, or limitation of this Sublease to be kept, observed, or performed by Subtenant, and no breach thereof, shall be waived, altered, or modified except by a written instrument executed by Sublessor. No waiver of any breach shall affect or alter this Sublease, but each and every term, covenant, agreement, provision, condition, and limitation of this Sublease shall continue in full force and effect as to any other then existing or subsequent breach thereof. 21.7 Remedies Cumulative. The remedies provided in this Sublease or presently or hereafter existing at law or in equity shall be cumulative and concurrent, and may be exercised as often as occasion therefor shall occur. No single or partial exercise by Sublessor of any remedy shall preclude any other or further exercise of that remedy or of any other remedy. 14 22. End of Term. 22.1 Surrender. Subtenant shall, at the termination or expiration of this Sublease, surrender the keys to the Sublease Premises to Sublessor. Subtenant shall surrender the Sublease Premises at the expiration or sooner termination of the Sublease Term vacant, free of all occupancies and tenancies, free of all Subtenant's personal property and equipment, broom clean, and in the same condition as when Subtenant took possession, reasonable wear and tear excepted. Tenant's alterations and improvements shall remain to the extent required by the Prime Lease. Upon the expiration of this Sublease, or if Sublessor or the Landlord re- enters or re -takes possession of the Sublease Premises prior to normal expiration of this Sublease, Sublessor or the Landlord shall have the right, but not the obligation, to remove from the Sublease Premises all personal property located therein belonging to Subtenant, and either party may place the property in storage at the expense and risk of Subtenant. 22.2 Holding Over. Any holding over at the expiration or sooner termination of this Sublease with the consent of Sublessor shall at Sublessor's option be on a month -to -month basis at double the monthly Base Rent prior to the expiration or sooner termination hereof, which tenancy may thereafter be terminated as provided by the laws of the state in which the Sublease Premises are located. During any holdover without Sublessor's consent, Subtenant shall pay as fair rental value damages double the rate of rental on a monthly basis as was in effect immediately prior to the termination of this Sublease, plus any other damages, consequential or otherwise, suffered by Landlord and Sublessor and arising from or out of, or in connection with, such holdover, and shall be bound by all the terms and conditions of this Sublease. Subtenant shall defend, indemnify, and hold harmless Sublessor from any damages, losses, costs and expenses (including reasonable attorneys' fees) resulting from such holdover. 23. Successors and Assigns. The covenants and agreements of this Sublease shall be binding V- on and inure to the benefit of the successors, assigns, and transferees of Sublessor and the permitted successors, assigns, and transferees of Subtenant. 24. Notices. All notices, demands, requests, consents, approvals or other communications (collectively, "Notices ") required or permitted to be given hereunder or which are given with respect to this Sublease shall be effective only if in writing and delivered by personal service, or delivered to an overnight courier service with guaranteed next day delivery or mailed by registered or certified mail, return receipt requested, postage prepaid, addressed as hereinafter provided. Any Notice to any of the parties hereto shall be provided to: If to Landlord: City Manager and City Attorney City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 If to Sublessor: American Federated Title Corp. as Trustee ATTN: Dr. Robert M. Cornfeld, President 15 American Federated Title Corporation 3850 Hollywood Boulevard, Suite 400 Hollywood, Florida 33021 If to Subtenant: Beach Bar @ Newport Pier ATTN: Paul Flanigan 1015 SE 161h Street Fort Lauderdale, FL 33301 Any party may change its address for Notices by Notice to the other party. The aforesaid attorneys for the parties hereto are hereby respectively authorized to give any Notice permitted under this Sublease. Any Notice given as provided herein shall be deemed received as follows: if delivered by personal service, on the date so delivered; if delivered to an overnight courier service, on the business day immediately following delivery to such service; and if mailed, on the third business day after mailing. Rejection or other refusal to accept or the inability to deliver any Notice because of a changed address of which no Notice was given shall be deemed to be receipt of the Notice sent. Any Notices required under Section 83.20, Florida Statutes, shall be deemed to have been fully given, made, sent, and received if sent in compliance with this section. 25. Radon Gas. Subtenant is hereby advised that radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. The foregoing disclosure is provided to comply with state law and is for informational purposes only and does not create any representation, warranty, liability or obligation of Sublessor. 26. Estoppel Certificates. From time to time, Subtenant, within five (5) days' after written request therefor from Sublessor, shall execute and deliver to Sublessor an estoppel certificate in a form generally consistent with the requirements of institutional lenders or as otherwise required by Sublessor or Landlord and certified to Sublessor, Landlord, and any lender, purchaser, or prospective purchaser of the interest of Sublessor. In addition, if requested, Subtenant shall provide any financial information concerning Subtenant and Subtenant's business operations that may be reasonably requested by Sublessor, Landlord or any lender, purchaser, or prospective purchaser of the interest of Sublessor. Any such statement, delivered pursuant to this Sublease may be relied upon by Sublessor, Landlord, and any owner, prospective purchaser, lender, or prospective lender. 27. Subordination. This Sublease and all of Subtenant's rights hereunder are subject and subordinate to the Prime Lease and all ground or underlying leases, and mortgages which may now or hereafter affect the Project or the real property on which the same is situate or any interest therein, to all renewals, modifications, consolidations, replacements and extensions thereof, and to 16 all rights, interests, and title of any lender, mortgagee, fee title holder, or ground lessor secured thereby. The foregoing provisions shall be self- operative and no further instrument of subordination shall be required to give effect to the same. Within five days' after written request therefor from Sublessor, Subtenant shall execute and deliver to Sublessor or to such other party as Sublessor may direct, a subordination agreement confirming such subordination and containing such other provisions as are generally consistent with the requirements of institutional lenders or as otherwise required by Sublessor or Landlord. 28. Brokers. Landlord, Sublessor and Subtenant each represents that it has not dealt with any brokers in connection with this Sublease. Each party agrees with the other to indemnify and hold the other harmless from and against any and all loss, liability, damage, cost, and expense (including court costs and reasonable attorneys' fees) which the other may incur or sustain in connection with any claim or action arising out of any fact or occurrence that would constitute a breach by such indemnifying party of any representation, warranty or agreement contained in this Section 28. 29, Subtenant's Representations. Subtenant represents and warrants as follows: (i) Subtenant is duly organized, validly existing, and in good standing under the laws of the State in which it was formed and is duly qualified to transact business in the State in which the Sublease Premises are located; (ii) Subtenant has full power to execute, deliver, and perform its obligations under this Sublease; (iii) The execution and delivery of this Sublease, and the performance by Subtenant of its obligations under this Sublease, have been duly authorized by all necessary action of Subtenant, and do not contravene or conflict with any provisions of Subtenant's Articles of Incorporation or Bylaws, or any other agreement binding on Subtenant; (iv) the individual executing this Sublease on behalf of Subtenant has full authority to do so; (v) Subtenant's financial statements and the information describing Subtenants' business and background previously furnished to Sublessor were at the time given true and correct in all material respects and there have been no adverse material changes to the information subsequent to the date given. On or prior to the Commencement Date, Subtenant shall deliver to Sublessor and Landlord evidence that Subtenant is duly qualified to transact business in the State in which the Sublease Premises are located. 30. Impossibilft of Performance. For purposes of this Sublease, the term "Unavoidable Delay" shall mean any delays due to strikes, lockouts, civil commotion, warlike operations, invasion, rebellion, hostilities, military or usurped power, sabotage, government regulations or controls, inability to obtain any material, utility, or service because of governmental restrictions, hurricanes, floods, or other natural disasters, acts of God, or any other cause beyond the direct control of the party delayed (not including the insolvency or financial condition of that party or the increased cost of obtaining labor and materials). Notwithstanding anything in this Sublease to the contrary, if Subtenant or Sublessor shall be delayed in the performance of any act required under this Sublease by reason of any Unavoidable Delay, then provided notice of the Unavoidable Delay is given to the other party within ten (10) days after its occurrence, performance of the act shall be excused for the period of the delay and the period for the performance of the act shall be extended for a reasonable period, in no event to exceed a period equivalent to the period of the delay; provided that, if the Prime Lease does not excuse Sublessor from the performance of any 17 obligation of Sublessor under the Prime Lease for an Unavoidable Delay described above, then Subtenant shall correspondingly not be excused under this section or this Sublease with respect to the same Unavoidable Delay for which Sublessor is not excused under the Prime Lease. 31. SigLiage. Subtenant shall not erect any sign on or about the Project or visible from the exterior of the Sublease Premises without both Subtenant's and Landlord's prior written approval, subject to the further requirements of the Prime Lease. 32. Attorneys Fees. In any suit, action, or other proceeding, including arbitration or bankruptcy, arising out of or in any manner relating to this Sublease, the Sublease Premises, or the Project (including (a) the enforcement or interpretation of either party's rights or obligations under this Sublease whether in contract, tort, or both, or (b) the declaration of any rights or obligations under this Sublease) the prevailing party, as determined by the court or arbitrator, shall be entitled to recover from the losing party reasonable attorneys' fees and disbursements (including disbursements that would not otherwise be taxable as costs in the proceeding). In addition, if Sublessor becomes a party to any suit or proceeding affecting the Sublease Premises or involving this Sublease or Subtenant's interest under this Sublease or the Prime Lease, other than a suit between Sublessor and Subtenant, or if Sublessor engages counsel to collect any of the amounts owed under this Sublease, or to enforce performance of any of the agreements, conditions, covenants, provisions, or stipulations of this Sublease, without commencing litigation, then the costs, expenses, and reasonable attorneys' fees and disbursements incurred by Sublessor shall be paid to Sublessor by Subtenant. All references in this Sublease to attorneys' fees shall be deemed to include all legal assistants', paralegals', and law clerks' fees and shall include all fees incurred through all post - judgment and appellate levels and in connection with collection, arbitration, and bankruptcy proceedings. 33. Books and Records. 33.1 Tenant's Records. Subtenant shall prepare and keep full, complete and proper books and source documents, in accordance with generally accepted accounting principles, of Gross Sales , whether for cash, credit or otherwise, of each separate department at any time operated in the Sublease Premises and of the operations of each subtenant, concessionaire, licensee and /or assignee, if any, and shall require and cause all such parties to prepare and keep books, source documents, records and accounts sufficient to substantiate those kept by Subtenant. The books and source documents to be kept by Subtenant shall include, without limitation, true copies of all Federal, State and local tax returns and reports, records of inventories and receipts of merchandise, daily receipts from all sales and other pertinent original sales records and records of any other transactions conducted in or from the Sublease Premises by Subtenant and any other persons conducting business in or from the Sublease Premises. Pertinent original sales records shall include, without limitation: (i) cash register tapes, including tapes from temporary registers, (ii) serially pre - numbered sales slips, (iii) the original records of all mail and telephone orders at and to the Sublease Premises, (iv) settlement report sheets of transactions with subtenants, concessionaires, licensees and assignees, (v) original records indicating that merchandise returned by customers was purchased at the Sublease Premises by such customers, (vi) memorandum 18 receipts or other records of merchandise taken out on approval, (vii) detailed original records of any exclusions or deductions from Gross Sales (viii) sales tax records, and (ix) such other sales records, if any, which would normally be examined by an independent accountant pursuant to accepted auditing standards in performing an audit of Subtenant's sales. Subtenant shall record at the time of each sale or other transaction, in the presence of the customer, all receipts from such sale or other transaction, whether for cash, credit or otherwise, in a cash register or cash registers having a cumulative total which shall be sealed in a manner approved by Sublessor and which shall possess such other features as shall be required by Sublessor. All of the foregoing books, source documents and records shall be retained for a period of at least four (4) years after the expiration of each lease year. 33.2 Reports By Subtenant. Subtenant shall furnish to Sublessor within thirty (30) days after the expiration of each lease year a complete statement, certified by an independent certified public accountant, showing in all reasonable detail the amount of such Gross Sales made by Subtenant from the Sublease Premises during the preceding lease year. Subtenant shall in all events furnish to Sublessor within five (5) days after the end of each month of the term of this Sublease a written statement of Gross Sales covering the preceding month, the statement to be in such form and style and contain such details and breakdown as the Subtenant may reasonably require. Subtenant shall require and cause all its concessionaires, if any, to furnish statements at the times and in the form and content specified in this Section, relating to their operations within the Sublease Premises. All reports of Gross Sales submitted or caused to be submitted by Subtenant to Sublessor shall be conclusive and binding upon Subtenant unless such reports are corrected within two (2) years after the date of issuance. The term "concessionaire" as used in this Sublease shall mean and include any and all concessionaires, licensees, franchisees, department operators, subtenants, permittees or others directly or indirectly operating or conducting a business in or from the Sublease Premises. 34. Miscellaneous. 34.1 Sever. In the event any one or more of the provisions contained in this Sublease shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Sublease, but this Sublease shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Furthermore, in the event that the application of any provision of this Sublease to any person or circumstance shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part, or in any respect or to any extent, then, and in any event, such invalidity, illegality or unenforceability shall not be deemed to affect the application of such provision to the extent that such application is legal, valid and enforceable nor the application of such provision to any person or entity or circumstance against whom or which such application is legal, valid and enforceable. 34.2 Entire Agreement. This Sublease contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous it negotiations, representations, understandings and agreements, whether written or oral, all of which are merged into this Sublease. 34.3 Survival. All of the provisions of this Sublease which could require enforcement or application after the expiration or any earlier termination of tltis Sublease (including, without limitation, all indemnities contained in this Sublease) shall survive the expiration or any earlier termination of this Sublease. 34.4 Time of the Essence. Time is of the essence for each of the parties to perform its obligations under this Sublease. 34.5 Interpretation. The captions used in this Sublease are for convenience of reference only and shall not be construed to extend, limit or modify the scope or meaning of the respective paragraphs to which they relate, This Sublease shall not be construed more strictly against one party than against the other merely by virtue of the fact that this Sublease may have been physically prepared by one of the parties, or such party's counsel, it being agreed that all parties and their respective counsel have mutually participated in the negotiation and preparation of this Sublease. 34.6 No Recording. Neither this Sublease nor any notice or memorandum hereof shall be recorded or otherwise filed, and any attempt by or on behalf of Subtenant to do so shall constitute a default under this Sublease and shall entitle Sublessor to exercise any and all remedies provided for herein, at law and /or in equity. 34.7 CounteMarts. This Sublease may be executed in one or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Sublease to produce or account for more than one such counterpart, executed by all of the parties hereto. 34.8 Modifications; Waivers: Remedies Cumulative. No amendment, modification, waiver or discharge of this Sublease, or any provision hereof (including, without limitation, this sentence) shall be valid or effective unless in writing and signed by the party against whom enforcement of such amendment, modification, waiver or discharge is sought and then only to the extent set forth in such writing. No delay or omission of any party in exercising any right, power or remedy accruing under or pursuant to this Sublease, at law, in equity, or otherwise, shall exhaust or impair any right, power or remedy of any party or shall be construed to waive any such right, power or remedy. Every right, power and remedy of the parties under this Sublease may be exercised from time to time and as often as may be deemed expedient by any party in its sole discretion. No right, power or remedy conferred upon or reserved to the parties is exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given under this Sublease or under any other instrument executed in connection herewith, or now or hereafter existing at law, in equity, or otherwise. No obligation of any party under this Sublease shall be deemed waived by any course or pattern of conduct by any party. pill 34.9 Relation Nothing herein shall be deemed to create any partnership, joint venture, or principal -agent relationship between the parties, and neither party shall act toward third parties or the public in any manner which would indicate any such relationship other than landlord- tenant. 34.10 Governing Law. This Sublease shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Florida, excluding its choice of law principles. Venue for any dispute shall be in Miami -Dade County, Florida. 34.11 Mediation. Sublessor and Subtenant agree that if a dispute develops between them arising from or in connection with this Sublease or the Prime Lease, they will submit to non- binding mediation to address any controversy or claim arising out of, or relating to this Sublease or the Prime Lease and the Landlord shall serve as the mediator. Prior to the beginning of the mediation process, Sublessor and Subtenant may agree that if there is one or more disputed items that remain unresolved at the end of the mediation, the parties will proceed with binding mediation where the mediator will render a final and binding decision on those unresolved items. If agreed to, the Settlement Agreement shall be binding upon the parties and shall be enforceable in any court of competent jurisdiction. Both parties shall share the cost of the dispute resolution process equally. 34.12 Facsimile Execution. Facsimile copies (i.e., telecopies) of counterparts of this Sublease, executed by all of the parties hereto, shall be considered for all purposes, including delivery, as originals. 35. Jury Trial Waiver. TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER, REMEDY OR DEFENSE ARISING OUT OF OR RELATED TO THIS SUBLEASE, WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE, OR WITH RESPECT TO ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING TO THIS SUBLEASE, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY. EACH OF THE PARTIES HERETO FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY SUCH LITIGATION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER LITIGATION IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. FURTHER, EACH OF THE PARTIES HERETO HEREBY CERTIFIES THAT NO OTHER PARTY NOR ANY REPRESENTATIVES, AGENTS OR ATTORNEYS OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT THE PROVISIONS OF THIS PARAGRAPH ARE A MATERIAL INDUCEMENT TO THE ACCEPTANCE OF THIS SUBLEASE BY THE OTHER PARTIES HERETO. 21 IN WITNESS WHEREOF, the parties have signed this Sublease under seal as of the day and date first above written. above Ow we- Witness to sign above Print name: L U Z (� 47- Witness to sign above Print name' AoeI l01(�-710eeCS,q. ,; j LANDLORD: CITY OF SUNNY ISLES BEAM, FLORIDA BY: , Norman S, Edelcup, Mayor SUBLESSOR: as FEDERA o2Nt►,2_ k By: V Witness to sign above Robert M. Comfeld, resident Print name: J �+s^n �� i- SA ?,Ne-& SUBTENANT: BEACH BAIL @ NEWPORT PIER, LLC, a Florida Witness 4/sign above limited liability company Print name: &nAe', AACA40 hVI By: Witness to sign above Print name: President By: PaiA. Flanigan, Vice President 22 EXHIBIT "A" MENU OF .. owd PAUL Attached A -1 Quarterdeck KesTaur—a—nis j iio0d Menu Starters rage FIND US ABOUT SPECIALS CONTACT Food Menu Crab Cake Fritters ............. ..........................io.99 Buffalo Shrimp ................... ..........................1o.99 With Blue Cheese Dressing Chicken Wings or Boneless Wings ........... 8.99 (10) Mild, Medium, Hot, Honey Garlic, Teriyaki or BBQ Served with Celery, Carrots and Blue Cheese Smoked Fish Dip ................ ...........................7.99 With Tortilla Chips, Carrots and Celery. Conch Fritters ...................... ...........................6.99 Breaded Chicken Tenders ...........................6.99 Fried Mozzarella Sticks ..... ...........................5.99 Artichoke Spinach Crab Dip. ......................9.99 With Tortilla Chips Fried Calamari .................... ..........................11.99 (Feeds 3 -4) With Pepperoncini Peppers May Be Ordered Tossed in Hot, Medium or Mild Wing Sauce Endamame Hummus ......... ...........................8.99 Soups Soup of the Day, Clam Chowder, Conch Chowder, Lobster Bisque, Chili or French Onion .............................. 4.25 Stone Crab Chowder .. ............................... 5.25 Chili.... .. ............................... ...........................5.25 Lobster & Shrimp Pot Pie .........................9.99 Sandwiches All sandwiches served with macaroni and cheese, french fries, tater tots or cote slaw. Dolphin Reuben ......... ..........................11.99 Tuna Philly Sandwich .........................11.99 (Yellowfin Tuna) With Peppers, Onions, and White Wasabi Sauce Philly Sandwich .......... ...........................9.99 (Steak or Chicken) With Mushrooms and Onions Buffalo Chicken Sandwich ..................8.99 (Hot, Medium or Mild) Tuna Melt ..........................8.99 (Served Open- Faced) With Tomato and Swiss Cheese Grilled Cheese Sandwich .....................8.99 With Tomato and Bacon on Country Loaf Turkey Club .................. ...........................8.99 Chicken Caesar Wrap . ...........................8.99 Ciabatta Sandwich ..... ..........................1o.99 With Fresh Fish, Chicken or Portabella Mushroom and Buffalo Mozzarella, Cappicola Ham and Fresh Basil Hot Pastrami Sandwich ......................10.99 Italian Beef Dip .......... ..........................11.99 Tender, Juicy, Thinly Sliced Roast Beef with Au Jus Crab Cake Club, .................................... lo.99 Handmade Burgers All burgers are served with macaroni and cheese, french fries, tater tots or Cole slaw. Patty Melt(With Swiss Cheese) .................9.99 Free Tooninas: Sauteed onions, sauteed mushrooms, pickle spear, cole slaw, ' KestAu -�an t SUSHI Miso Soup ..... 3 Miso Crab .....4 Green Salad .............................. 3 Seaweed Salad ........................... 6 Avocado Salad ........................... 10 Spicy Tuna Salad ......................... 13 Tuna, vegetables & spicy sauce Edamame. ............................... 6 Spicy Conch & Octopus ........... . ...... 10 Sliced cucumber, masago, scallion & klmchee sauce Sunomono .............................. 12 Conch, crab, shrimp, octopus, cucumber, masago & ponzu sauce Sushi Appetizer .......................... 12 5pm chef's choice Tuna Tataki .............................15 Hurricane Roll ..... . ..................... 15 Lobster stuffed spring rolls served with dipping sauce Tuna or Salmon Sashimi Appetizer........ 17 9pcs. Buffalo Tuna Tartar .......................15 Spicy tuna, tempura Oakes, masago and scallions Dive Bar Sashimi ......................... 17 New style sashimi Tuna, Salmon, Hamachi, Eel, Shrimp, Conch, Octopus, Ika, Smoked Salmon, Wahoo, Cobia, Masago, Escolar, Snapper, Mackerel..... 2.50 Sweet Shrimp, Scallop, Ikura (Salmon Roe) 4,50 Uni,Toro ... ...........................(MP) 11:00am- 4:00pm Served with mists soup or salad Vegetarian Bento Box .................... 12 Spcs. of vegetarian sushi & two dally vegetables KCRoll ........................................ ............................... Maki Bento Box ................... . .. . . . . 13 Tuna roll, avocado roll, 4pcs. Cal roll, & two daily specials Sushi Bento Box ......................... 14 Tuna roll, Spcs of sushi, & two daily specials Sashimi Bento Box ....................... 15 9pcs, of sashiml, 4pcs. Cal roll & two dally specials Chirashi Zushi Bento Box ....... . ......... 15 9pcs. of sashimi, sushi rice & two daily specials Sushi & Sashimi Bento Box ............... 15 Spcs. of sushi, 6pcs. sashimi, 4pcs. Cal roll & two dally specials 24 (Brown rice with sushi .50) All Seafood is Subject To Season, 27 Weather, and Fishing Conditions 4SSIC R0 Hand / Roll Hand / Roll Tuna Roll ...................417 Salmon Skin Roll..... , ...... 5/7 Salmon Roll ................ 4/7 Shrimp Roll................. 5/7 California Roll . ... . ...... . .. 4/6 Eel Avocado Roll ........ , ... 5/8 Spicy Crab Roll ......... . .... 4/8 Hamachi Scallions Roll ...... 5/8 JB Roll ......................4/8 Smoked Salmon Roll ........ 5/8 Spiry Tuna Roll ............. 5/8 Ikura (Salmon Caviar) Roll ... 5/8 Vegetable Roll ..............4 /6 Anyro licanbemadetIOMthsesome(I.001, LID with flying fish egg (200) or with brown rice 0.00) ROLLS "SUSHI MIKE" CREATIVE CrunchyTuna.................................. ............................... 15 Tuna, avocado, scallion, tempura style, wasabl & wild pepper sauce JBDeluxe ...................................... ............................... 17 Salmon, scallions, cream cheese, tempura & spicy cnbmeat on top TigerRoll . ............................... .... . . ............................... 21 Shrimp tempura, cream cheese & masago with crab meat, avocado and eel on top Rainbow...................................... ............................... 12 Avocado, fish egg, cream cheese inside & tuna, salmon, whitefish on top Spider......................................... ............................... 17 Deep fried soft shell crab, lettuce, avocado, asparagus, fish egg & eel sauce Mexican (1 /0 Sesame Seed) ..................... ............................... 12 Shrimp tempura, lettuce, scallions, avocado & spicy sauce Volcano....................................... ............................... 15 Crab, cucumber, avocado & conch dynamite on top RedDragon ................................... ............................... 23 Shrimp tempura, spicy tuna, avocado 9 topped with seared tuna DancingShrimp ............................... ............................... 13 Avocado, masago, cream cheese inside & shrimp on top Crazy(1 /0 Fish E9g) ............................ ............................... 13 Shrimp tempura,eei,creamcheese, avocado, scallions, asparagus &eel sauce Dragon...................................,,... ............................... 15 Eel, scallions, shrimp tempura, masago, cream cheese, & avocado on top LoverStory ....... ........................... ............................... 19 Shrimp tempura, avocado, lettuce, scallop dynamite on top BahamaRoll ............................,...... ............................... 23 Tuna, salmon, tamago, avocado & topped with spicy conch salad Mike's Lobster Roll ... . .. ............................... . ....... . .............. 25 Shrimp tempura andfish eggs with avocado and Maine lobster on top B& BRoll ...................................... ............................... 13 Crab meat masago, avocado, wrap with hand peeled cucumber KCRoll ........................................ ............................... 14 Salmon, crab meat, scallions, wrap with hand peeledcucumber CJRoll ......................................... ............................... 17 Tuna, salmon, white fish, crab, tomago, asparagus, shrimp & light tempura & Dive sauce DiveRoll ..................................... ............................... 20 Tuna, salmon, white fish, crab, masago, & vegetable with seaweed JupiterRoll .................................... ............................... 20 Tuna, salmon, hamachl, crab, asparagus, scallions & wrapped In cucumber Entreesservedwithmiso soup orsolod ..Allsushl &sashimfchef's choice (Brown rice withsushi.50) MakiCoro ..................................... ............................... 24 California roll, tuna roll, salmon roll & avocado roll SushiDeluxe .................................. ............................... 27 Callfomia roll with 10pcs. assorted sushi SashimiDeluxe ................................ ............................... 29 16pcs. assorted sashimi chef's choice Sushi & Sashimi Combo ........................ ............................... 29 Shrimp tempura, 9pcs. sashiml, Spcs. sushi Chirashi.........................W ................... ....... 27 Sushi rice topped w/ assorted sashimi & vegetables UnagiDon ..................................... ............................... 29 BBQ eel over rice w /eel sauce & sesame seeds CREATIVE BOATS Allsushl &sashfmiche /s choke (Brown dce with sushi.so) The Sashimi Lovers (Serves Two) ................ ............................... 55 35pcs. assorted sashiml The Love Boat (Serves Two) ..................... ............................... 60 Shrimp tempura roll, spicy tuna roll, l OpCS. sushi & 14a, sashimi The Blue OH Boat (Serves Three).......... . .... ............................... 100 Spider roil, rainbow roll, Mexican roll, 18pcs. sushi & 20pcs, sashimi The Titanic (Serves Four) ................. .. . .. ............................... 130 Shrimp tempura roll, dragon roll, dancing shrimp roll, spiry tuna roll, 24pa. sushi & 28pcs. sashiml HeoithAdvisory - The consumption ofrawor undercooked meats, poultry, seafood, shelifish or eggs may increase yourrisko /foodbome Illness, espedolly Hyou have certain med /colconditions. OYSTERS Half Dozen / Dozen Louisiana ............................. 8/15 Gulf Coast Malpeque .......................... . . 9/17 Malpeclue Bay, Prince Edward Island Blue Points ........................... 8/15 Long Island, New York CLAMS Half Dozen / Dozen Middlenecks ............................7/13 Florida Top Necks . ..............................8115 Northern New Jersey All oysters and dams available raw or steamed. Lobster Bisque ............................ 8 Bahamian Conch Chowder ................ 7 Stone Crab Chowder ................... . .. 8 OysterStew .............................. 8 Caesar.... ............................... 9 Crisp romaine hearts, anchovy filets, parmesan cheese croutons & traditional dressing (Addshrimp, clildren or Ash of the day) Iceberg Wedge ........... . .......... . .... 8 Iceberg lettuce heart crisp apple wood bacon, chopped tomato & blue cheese crumbles Spinach Salad ............................ 8 Baby spinach, candied walnuts, shallots, bacon, apples and blue cheese crumbles tossed in a balsamic vinaigrette HouseSalad .............................. 6 Mixed field greens, tomato, cucumber & sweet onion with your choice of dressing Caprese .. ............................... 10 Sliced buffalo mozzarella, local vine ripe tomato & basil Infused alive oil Dressings: Blue cheese, house vinaigrette passion fruit vinalgrette & green goddess DESSERTS Key Lime Mango Pie ....................... 7 Down Island Berry Cobbler .................. 6 Bimini Bread Pudding w/Rum Caramel Sauce. 6 Triple Layer Chocolate Cake .... . ........... 8 Chocolate Chip Cookie Pie a la mode........ 8 'kraM biri k Man mrrie4 > W weieg q grwii ar W4 49vlder4. +fe i4 bond I`a e44 . fjui• Mon W04 only fa Oink beneaf FWe wloae and W i4 6ree,' ° saagpe4 Yv94 Ga04tteav ;STARTERS JumboSea Scallops ............................ ............................... 20 Flash fried bacon panko encrusted scallops with a white wine butter sauce 28 Oyster Rockefeller (half dozen) ....... • • • • • ....... • • • • • • 12 Broiled fresh plump oysters, stuffed with roasted garlic, pemod, creamed spinach & topped with 22 gruyere cheese CrispyCalamari .............................................. ............. I... 12 Tender calamari rings, lightly tempura battered then flash tried & served with a Thai sweet sour sauce 26 Bahamian Conch Fritters ...................... . . ..... I........................ 10 Pan fried style fritter served with mango pineapple habonera chutney 28 Ceviche........ ................... ............................... 15 Citrus marinated shrimp, scallops, mussels & domestic fish, plantain chips & fresh avocado FishDip ....................................... ............................... 12 Local smoked fish served with celery, carrots, jalapenos & assorted flat breads ShrimpCocktail ................................ ............................... 21 Six Jumbo shrimp served with cocktail sauce and lemon 3B Edamame Hummus ............................ ............................... 10 Edamameand chick pea hummus made in house and served with pits bread wedges, 20 celery and carrot sticks Grilled Kimchee Beef Tenderloin Tips ... . ... . .... . ............. • • . • • • . . • • • • • • • • • 16 Kimchee marinated beef tenderloin tips served with a sesame ponzu glaze SANDWICHES All sandwiches served with ourAmerican fries & cabbage slow Fresh Black & Bleu Mahi Sandwich ...... . ...................... . ............... 16 Blackened Mahi topped with blue cheese crumbles and served on a Kaiser roll with lettuce, tomato, onion and a mango tartar sauce Shrimp or Oyster Po Boy ................... . .......... . .......... . ............ 12 Lightly floured flash fried plump shrimp or oysters, shredded lettuce on fresh roll served with Cajun remoulade YellowFin Tuna Burger .... . . ........... .. ...... ............................... 16 Hand pattled tuna, char grilled & served on Kaiser Bollwith Wasabi Mayo & Maul wowee salsa American Bacon Cheeseburger ................. ............................... 12 10 oz. Black Angus Burger served on a toasted Kaiser roll, lettuce, tomato sweet onion & half sour pickle Grilled Chicken Sandwich ...................... ............................... 12 Lightly seasoned grilled chicken breast topped with pepper jack cheese, bacon, avocado & tomato. Accompanied with black bean mayonnaise & served on stone ground multi -grain bread Yacht Club Grilled Cheese Sandwich ....... . .............. . .................... 10 Aged American cheddar, tomato onion marmalade, smoked bacon & golden griddled farmer's bread MaineLobster Roil .....................,,...... ............................... 18 Maine lobster salad chunks served on griddled roil, a'New England Classic' MahiMahi Tacos ............................... ............................... 16 Soft tortilla topped with Pan Seared, Cajun or Fried Mahl, shredded lettuce, cheddar cheese pica de Salto & cilantro chive mayo. Served with pigeon pea rice All entrees served with your choke ofscalloped potato, pigeon pea rim American fries, cabbage slow or vegetable of the day Peppercorn Seared Jumbo Sea Scallops ...... . . ....... . ........ . ............... 28 Cracked black peppercorn scallops topped with a red onion marmalade and a citrus beurre blanc "Calabash Style" Fried Seafood Platter ......... . .......... . .... . .......... . .... 22 Down south white corn battered fish of the day, bayscallops & firecracker shrimp served with lemon dill aioli MarylandCrab Cakes .......................... ............................... 26 Pan - seared Maryland style crab cake served with black bean remoulade & red pepper relish SeafoodCioppino .............................. ............................... 28 Lightlystewed mussels, clams, shrimp, lobster, scallops & fish of the day in a white wine, pancetta, & saffron tomato broth overangel hair pasta served with asiago cheese grissini Double Stuffed Chicken Breast .......... . . . . ... . . . . .......... . ...... . ......... 24 Two tender chicken breasts stuffed with roasted red pepper, buffalo mozzarella & spinach. Pan fried and finished with sundried tomato & roasted chicken demi glaze. Prime Center Cut Filet Mignon ............................. . ....... . ... . ....... 3B Prime center cut filet mignon, topped with Cabernet deml glace Florida Citrus and Seafood Cobb Salad .......... ............................... 20 orange and grapefruit sections, shrimp, jumbo lump crab, romaine, bacon, blue cheese, avocado, tomato, red onion & diced eggs. Health Advisory- There is o risk associated with consuming raw oysters.,! you have chronic Illness of the liver, stomach orblood or have Immune disorders, you are of a greater risk ofserious illness from raw oysters and shauldeatoysters fullycooked. Ifunsureo /your risk consulto physician. EXHIBIT `B" PRIME LEASE Attached 11-111 FIRST ENDMENT TO THE ]LIEAS1 AGR EEN-9- T B ET�YIEIEN THE cCg� ®]F SUi� NY IS LFS I1� AMR ICAN FEDEERATEM TIIT1LlE (C ®1181F ®H�ATg ®�1 AS�'llBUSTIEIE IEIIB ryrY oo SuN'Nc FLORIDA LAND TRUST # 3259 THIS FIRST ANENDMNT ("Amendment") is made as of this 17 of act iw 2013 and shall be effective as of the Effective bate (as defined herein) by and among THE CITY OF SUNNY ISLES BEACH, FLORIDA (hereinafter "Lessor ") and AMERICAN FEDERATED TITLE CORPORATION, AS TRUSTEE UNDER FLORIDA LAND TRUST # 3258, (hereinafter "Lessee "), hereinafter collectively referred to as Parties. Wl1TNESSETH VVHE REAS, the Lessor and the Lessee entered into a Lease Agreement dated July 26, 2013 (the "Prime Lease ") for the lease of restaurant facilities and a bait shop located at the Historic Newport Fishing Pier ( "Pier') with the address of 16501 Collins Avenue, Sunny Isles Beach, Florida 33160 (the "Leased Premises "); and X10 REAS, the Lessor has paid more than $5 Million Dollars to rebuild the Pier which included a voluntary contribution of $2 Million dollars provided by the Lessee toward rebuilding the Pier; and VvMREAS, Section 250) of the Prime Lease allows the Lessor and Lessee to amend the Prime Lease by written amendment; and VWMRIEAS, the Lessor and the Lessee desire to execute a written amendment to the Prime Lease. NOSY, THEREFORE, in consideration of the terms and conditions contained herein and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. I ncog° eradnon of l8eeiittall §. The above - referenced recitals are true and correct and are incorporated herein. 2. C ®>m u,duL pIro vnsi ons All other terms of a particular provision in the Prime Lease not otherwise expressly modified herein shall remain in ful11 force and affect. If there is any conflict between the terms of the First Amendment and the Prime Lease, the terms set forth in the First Amendment shall prevail and be given superior effect and priority. 3 Fundamental Lease Prcovblo ns. The term Premises shall include outdoor areas adjacent to the building that may be used by Lessee for table dining purposes that do not extend beyond the entrance gate to the fishing area of the Pier. The term Rent shall reflect an increase to Fifteen Thousand ($15,000.00) per month subject to increases pursuant to the Consumer Price Index set forth in the Prime Lease. Notwithstanding any provision in the Prime Lease, the Lessee may serve food and drinks to customers beyond the entrance gate to the Pier provided that sit - down or table services are not provided in such areas. 4• Use Of Pr°e &e§. Section 2(a) of the Prime Lease is amended to delete the following provision: "No outdoor dining shall take place on the Premises or the Pier unless approved by the City." 5. Rennt Ed Re—Et C®Menneememt Date. Section 4(a) of the Prime Lease is amended to reflect an increase in the Base Monthly Rent from Ten Thousand Dollars ($10,000.00) to Fifteen Thousand ($15,000.00), The Rent Commencement Date reflected in Section 4(c) of the Prime Lease shall be consistent with the. date set forth in the Sublease provided that the Sublease Agreement is approved by the City. If the Sublease Agreement is not approved, the controlling date shall be the date in the Prirne Lease regarding the Rent Commencement Date. Section 4(b) of the Prime Lease is amended to reflect that "CPI Increases" up to the five (5) year Rent Adjustment Period shall not increase the Base Monthly Rent more than the twelve and one half percent (12 V2%) from W Base Monthly Rent of the prior Rent Adjustment Period. 6. Constmedom of h mprovennments. Sections 5(a) and 7(a) of the Prime Lease are amended to reflect that the date for completion of the Improvements on the Leased Premises and the opening of the restaurant facilities shall be the dates set f©-d in the Sublease Agreement provided that the Sublease Agreement is approved by the City. If the Sublease Agreement is not approved, the controlling dates shall be the dates in the Prime Lease, Notwithstanding any other provision in the Prime Lease, the Lessor is required to provide vwitter consent for the construction of any improvements and such consent shall not be unreasonably withheld, 7. Reservation of S see. Section 15(a) of the Prime Lease is amended to reflect that the Lessor shall be provided with a working area within the second floor of the restaurant building instead of the area within the bait shop to monitor activities on the Pier. 8. Cure Peniodl. Sections 17(a) and 17(b) of the Prime Lease are amended to provide the Lessee with a thirty day (30) right to cure any event that may constitute a default under the Prime Lease. The thirty -day cure period shall commence upon written notice provided by Lessor pursuant to Section 24 of the Prime Lease. 9. Removal of . Section 21(a) of the Prune Lease is amended to state that Improvements on the Leased Premises shall not vest in Lessor unless Lessee fails to cure any default under the Prime Lease and the Prune Lease is terminated. 10. Co nsegue ntllaR DanuaLes. To the fullest extent permitted by law, neither party shall be liable to the other for any special, indirect, consequential!, ptuitive or exemplary damages resulting from the performance or non - performance of the Prime Lease and its Amendment Agreement notwithstanding the fault, tort (including negligence), strict liability or other basis of legal liability of the party so released or whose liability is so limited and shall extend to the officers, directors, employees, licengors, agents, subcontractors;, v emdors and related entities of such party. (Sngumatures on lFOHOW mng Page) 2 IN WITNESS WH ER EDIF9 the parties hereto have caused this First Amendment to the Lease Agreement to be executed on the date that the last party signs it. ATTEST: C� Jane A. Tunes, IV Mt, Ny Clerk G F�®�%Il8M AND Jl V V Jl a Attorney WITNESS- Signature //LAW �. 4' Print Name: (CI Ty OF Sl[ NNy Is LES BEACH, IFL®RIDA, a MUnnICIPER tCOTPOIrAtiOM Of the State Of 1FROB'da ma No an S. Ed&up, May r AmERI[cCAN FEDERATED TITLE cCtIDII81FcC►I18ATI ON, AS TRUSTEE EE UNDER LEASE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH (LESSOR OR CITY) AND AMERICAN FEDERATED TITLE CORPORATION AS TRUSTEE UNDER FLORIDA LAND TRUST # 3258 (LESSEE) FOR THE RESTAURANT FACILITIES AND BAIT SHOP AT THE HISTORIC PIER LOCATED AT PIER PARK 16501 COLLINS AVENUE SUNNY ISLES BEACH, FLORIDA THIS LEASE AGREE1VlW ( the ` rose-) is made and emW into this 2�`day of 2013, by and between the Cn Y of SUNNY ISLES BEACK a mmc*d WVAFV.0VU of the State of Florida (hereinaRer refen+ed to as "CITY", or "LESSOR') and AMERICAN FEDERATED TITLE CORP. AS TRUSTEE UNDER FLORIDA LAND TRUST # 3258, (herainatler re&wa to as "LFSSEEn. WITNFSWM: WHEREAS, pursuant to Letter Apvernent dated Novel 25, 2008, the LESSOR and DR. ROBERT CORNFEI.D, President of LESSEE, entmW into a public/private partnership agreemM to rebuild the historic Newport Fishing Pier (the "Merl; and WHEREAS, the partnership agwinent requires President of LESSEE to contribute a maxhu m of $2 Million Dollars to rebuild the Pier and the LESSOR to contribute more than $2 Whon Dollars towards rebuilding the Pier, and WHEREAS, the parties wish to amend the terms of the Letter Agreement, to provide the LESSEE with the exclusive right to manage and operate the bier, and to lease die restaurant facilities and bait shop to the LESSEE; and WHEREAS, LESSOR owes certain real property loca W m Miami Dade County, Florida as more particularly desalted in Exhibit "V, a copy is attached to this Lease and incorporated herein by reference (the "Parcel') upon which LESSOR constructed a fishing Pies as more particularly described in Exhibit "B ", a copy of which is also atbeched to this Lease and incorporated herein by reference, ad WHEREAS, LESSOR desires to lease to LESSEE, and LESSEE desires to lease from LESSOR a portion of the Pier as more particularly described on Exhibit "C", a copy of which is attached to this Lease and incorporated by reference and made a part hereof (the "Premises') for the puupose stated in this Lease, subject to the terms and conditions oflhis Lease, NOW'' I in consideration of the premises ad mutual covenants hereinaft contained to be observed and performed, the parties hereto do hereby covenant and agree as follows: SECMON1 . FUNDMENTAL LEASE PROVISIONS The provisions in the Section shall be referred to in this Lease ea the "Fundamental Lease Provisions." Unless otherwise defined herein, capitalized terms used w this Lease shall have the meanings listed in the Fundamental Lease Provisions. Effective Date: The term Effective Date shall mean the date of mutual execution and delivery of tins Lease. Rent Commencement Date: The date upon which LESSEE is required to make its initial rent payment to the LESSOR Lessor: City of Su®y Isles Beach AW Fbanee Director 18070 Collins Avenue Sunny Isles Heady FL 33160 Lessee: Amaiean Federated Trifle Corp, as Trustee Ann: Robert hL Cornfield 3850 Hollywood Boulevad, Suite 400 Hollywood, FL 33021 Lessee's Fed Tax M No: MOW The restawaot facility, bait shop, and second floor of 1p Sol no! faeiUty located at 16501 Collins Avenue, Sunny Isles Beach, FL 33160, as gesaally described in Exhibit "C". Upon delivery of additioml "outdoor dining' areas to LESSEE, the teen Premises shall include the outdoor dWq areas located on the Nod6 and Northwest/Southwest areas of the restatuaat and bait shop building Notwithstanding the foregoing due ten► POW=" not include outdoor dining arms except if the LESSOR a able to obtain permission fto pew deg agency to use such am for dining purposes and the Rent is adjustal for use of such auras for dining purposes, Initial Term: 20 (twenty) years, commencing on the Effective Date. Renewal Teens: 3 (three) terms of 20 (twenty) yenta, and another l (one) term of 10 (tom) years as provided in Section 4.77W Initial Tenn and my Renewal Tam, if exercised, are collectively refened to herein as the "Tam ", Ran: To Thousand Dollars ($10,000.00) per montly subject to adjustment as provided in Sedon 5. Rent may inceesse upon the negotiating of the use of outdoor dining mess. Permitted Use: Resi aumK bait shop and permitted ancillary uses. SECTION 2. USE OF PREbIISEH AND CO111D1TION8 OF PADncwQ_ (a) LESSEE shall use the Leased Pram M solely for the Permitted Uses. The Pemitted Uses see retail We of food items, alcoholic bevagM isd fishing sWgm to the patrons of the Pier in compliance with federal, state, cad local laves, LESSEE may not use the Poises for any other purpose without obtaining the prior written ronrent of LESSOR, which consent shall not be unressonably widdteld. Lessee shall NO only frozen bait at the bait shop. Live bait shall not be sold at the bait shop. No outdoor dining slush We place on the Pm Wm m or the Pier unless approved by the City. 3 (b) LESSOR has constructed the foUnWon, building &H and roof of the restaurant facility and bait shop and delivered the reslmuant facility and bait shop to LESSEE for finish out, such finish out to be solely at LESSEE's cost. SIOH 3. TERM OF LEASE ACRE (a) T.. C1m• The term ( 'initial Term') of the Lease shall be for a period of Twenty (20) years beginning on the Effective Date and shall terminate on die same, date as the Effective Date in the Twentieth (20') year unless sooner terminated or exteded as provided in this Lease. (b) Renewal Terms. The LESSEE shall have the option to renew this Lease for three (3) additional Twenty (20) year periods and in additional To (10) year term, provided that LESSEE is not in default at the time of renewal of the germs. If LESSEE is not in default, LESSEE shall have the option to extend by giving LESSOR written notice of its election to extend the teen of this Lease not less dean ninety (90) days prior to expiration of the Initial Tema or the then running Renewal Term. If the LESSEE fails after notice, to timely exercise a renewal in the period or in the manner provided in this Lease, such renewal shall be deemed to have lapsed and terminated, and shall be of no further force or effect without any action or notice MOW on the part of the LESSEE. All of the terms and conditions of this Lease, other than the amount of Rent, as discussed below, shall remain in f di force and effect during each Renewal Tema. (a) Base Monthly Rent, For the right to lease the Premises, the LESSEE shall pay to the LESSOR a guaranteed monthly payment of Ten Thousand Dollars ($10,000.00). (the "Base Monthly Rent"). Base Monthly Rent shall be subject to annual increases in the Consumer Price Index rar) on the first day of the month of every fifth (^ year anniversary of the Lease Term and such revised amount shall be referred to herein as the Base Monthly Rent. Rent is due no later than the Fifteenth (15th) day of each month. Rent shall be made payable to the City of Sunny Isles Beach C/O the City's Finance Department located at 18010 Collins Avenue, Sunny Isles Beach, FL 33160. Rent shall commence upon the Rent Commencement Date as discussed below. If outdoor dining is permitted on the Premises or the Pier, the parties shall negotiate an additional rent for the use of the outdoor dining areas. (b) CPI Increases. Commencing with the Base Monthly Rent due for the fast month of the fifth ^ year anniversary of the Initial Team, and continuing every 51e anniversary thereof for the Term of the Lease (a "Rent Adjustment Period'), the Base Monthly Rent shall increase and shall be determined as follows: the Base Monthly Rent payable for the first month of the Initial Term shall be multiplied by a fraction, the numerator of which shall be the CPI, as defined below, for the month of the Initial Rent Adjustment Period (and continuing thereafter for every Rent Adjustment Period, as the case may be), and the denominator of which shall be the CPI for the Month of the Rent Commencement Date (and the CPI for the first month of the prior Rent Adjustment Period, as the case may be. The sum so calculated shall constitute the new monthly Base Monthly Rent until the following Rent Adjustment Period, but in no event shall such new monddy Base Monthly Rent be less than the Base Monthly Rent for the prior Rent Adjustment Period or represent an increase of more than fifieeat percent (15 91.) from the Base 0 Monthly Rent of the prior Rent Adjustment Period. The following hypothetical is m be used solely for illustrative purposed; $10,000 (Base Monthly X 230.280 (CPI in JamiaM 2013152 Year Index) = $10.900 Rent on Effective Date) 21 1.080 (CPI in January 2008/Base Index) new Base Monthly Rent "CPP', as used herein, shall mesa the Consumer Price Index for All who Customers, U.S. City Average (1982 -84 =100) published by the United States Department of Labor, Bureau of Labor Statistics, or such 0WAvalent index as may hereafter be published. If the Consumer Price Index is discontinued or revised during the Lease year immediately Ping an adjustment date, such other government index or computation with which it is replaced shalt be used to obtain substantially the same results as would be obtained if the Consumer Price Index had not been so discontinued or revised. For purposes of computing the percentage increase in the CPI for any applicable period, the CPI for the month nearest the commencement and expiration dates of the applicable Term shall be used. (c) Rent cement Date. The Rent Commencxrnmt Date shall be one hundred eighty ( 180) days from the date the restaurant facility is opened for business or April 1, 2014, whichever occurs first. Commencing on the Effective Date, LESSEE is obligated to use its best Possible eft`orts to diligently pursue and obtain on the earliest possible date all necessary building permits and licenses at LESSEE's sole cost and expense to construct LESSEE's Improvements. LESSEE's performance of this Lease shall not be excused under any circumstances if the failure or inability to obtain such licenses or permits is due to the neglect or omission of LESSEE. LESSOR shall provide LESSEE with all reasonable cooperation in obtaining such building permits and licenses. (d) Late QM- If any installment of the Base Monthly Rent, any Imposition or any other payment provided for under this Lease which is payable by LESSEE is not received by LESSOR within fifteen (15) days after notice, LESSEE shall immediately pay LESSOR the amount of Five Hundred ($500) Dollars as a late charge (the "Late Charge'l. LESSOR and LESSEE agree that the Late Charge represents a fair and reasonable estimate of the costs that LESSOR will incur by reason of any such Into payment by LESSEE. Acceptance of the Late Charge by LESSOR shall not constitute a waiver of LESSEE's default with respect to the overdue amount, not prevent LESSOR from exercising any other rights and remedies available to LESSOR under this Lease. (e) interest on Overdue Amounts. The Base Monthly Rent and all other amounts due LESSOR under this Lease which are not paid when due shall bear interest at a per annum rate equal to the "Prime Rate" (or substantial equivalent) announced from time to time (as adjusted monthly) phis 10 ' /., from the date due until paid; provided, however, that if such rate shall exceed the lawfw rate of interest which LESSOR is entitled to charge under applicable law, then the per annum rate of interest on any such overdue amounts shall be the maximum rate permitted by applicable law. (f) Net Lease. Other than the Lessor's obligations set forth in this Lease, this Lease is what is commonly called a "net lease", it being understood that LESSOR shall receive the Base L� Monthly Rent five and clear of any and all taxes, other Impositions, liens, charges, or expenses of any nature whatsoever incurred in comxtion with the ownership and operation of the Prises, other than the Lessor's obligations set forth herein. (g) Licenses. Fees. Taxes. LESSEE shall pay, on or before their respective due lobes, to appropriate collecting authorities, all federal, Stater County, and City taxes, licenses, permits, assessments, submerged land lease fees, and fees, which ace now or may subsequently be levied upon or apportioned to the Premises or the leasehold estate granted by this Lease, or upon LESSEE, or upon any of LESSEE's property used in connection with this Lease, or upon any rentals or other sums payable under this Lease, including, but not limited to any applicable ad valorem, sales or excise taxes, sad shall maintain in current status all federal, State, County and City licenses and permits, now or subsequently required for the operation of the business conducted by LESSEE including, but not limited to, occupational licenses. (h) Payment of Utilities. From and after the Effective Date, LESSEE shall pay when due all water, wastewater, electric, telephone, solid waste, recyo tg, and all other utility and costs of any and all types whatsoever which are now or hereafter charged or assessed with respect to operations at the Premises. LESSEE shall pay all fees or charges relative to the foregoing promptly prior to delinquency. LESSOR represents and warrants that the utilities which will be provided to the Premises are or will be separately metered and will not include any such utilities consumed on any other portion of the Pier. SECTION S. CONSTRUCTION OF BeROVEMENTS BY LESSEE. (a) Schedule for Development of Premises. Sixty (60) days from the Effective Date, LESSEE shall, at its own cost and expense, submit to LESSOR its plans for the commencement and completion of the construction, and the acquisition and installation of the LESSEE's Improvements as discussed below (hereinafter referred to "Improvements"). The Improvements shall be completed no later than December 1, 2013. The restaurant facility shall be opened for business no later than December 1, 2013 and the opening of restaurant facility may be extended due to Force Majeure as set forth in Section 25 (f). (b) Descrio cm of Improvements. LESSEE's Improvements shall consist of the interior electrical and plumbing work for the restaurant facility and bait shop, including the build out of the interior of the restaurant facility and bait shop. The plans for the restaurant facility and bait shop shall include: a layout of the Premises, a lighting plan, a depiction of all fixtures to be added to the Premises, interior finish and material samples, typical display technique, and interior and exterior signage plan. LESSEE shall be responsible for all costs and expenses for the Planning, design, engineering, installation, and construction of the Improvements. The completion of the Improvements shall be evidenced by a certificate of occupancy issued by the City. (c) Ownership of Improvements. Unless otherwise set forth in the Lease, upon completion, all Improvements including, but not limited to, all installed and permanently attached restaurant equipment such as stoves, sinks, coolers, refrigerators, freezers, dishwashers, and any additions and altecstions of a permanent nature made to the Premises by LESSEE, or at LESSEE's direction (but excluding unattached, movable trade fixtures, fiunishings and equipment owned by LESSEE), shall become and remain LESSOR's property free and clear of any liens and encumbrances whatsoever upon the expiration or earlier termination of this Lease. 6 (d) Encumbrances. LESSEE represents, warrants and covenants to LESSOR that the Prmmises shall be at all times kept free and clear of all liens, claims and encumbrances created by or through LESSEE (other than those created or consented to by LESSOR). If any claim of lien or notice of lien shall be filed against the Premises created by or tbrougb LESSEE, LESSEE shall, within forty five (45) calendar days after notice of any such filing, cause the same to be discharged of record by payment, deposit, transfer bond, or order of a court of competent ,jurisdiction. LESSOR shall not be deemed to be LESSEES agent so as to confer upon any contractor or subcontractor providing labor or services to the Premises (whether in connection with LESSEE's Improvements or otherwise) a construction lien, mechanic's lien or both against LESSOR'S estate under the provisions of Chapters 255 and 713, Florida Statutes, as amended from time to time. The foregoing shall be contained in a notice or memorandum disclaiming such liability on to part of the LESSOR which shall be recorded in the Public Records of Miami Dade County in accordance with Chapters 255 and 713, Florida Statutes. (e) Required Governmental AUM vats. LESSEE, at its sole cost and expense, shall obtain all required governmental approvals from all governmental agencies having ,jurisdiction over the Premises for any Improvements constructed or to be constructed by LESSEE, including but not limited to departments. divisions or offices of the State, County, City, and the federal government. (f) Contractor hdesnity. LESSEE shall ware any contractor performing any work in connection with its Improvements to indemnify and hold LESSOR (including its elected officials, officers, employees and agents) harmless from any and all loss, damage, cost, or expense, including, but not limited to, attorney fees and court coats through all trial and appellate levels with respect to personal injury, property damage or both caused by such contractor, its subcontractors, agents and employees in connection with performing such work. (g) Alterations. Except for the construction of LESSEE's Improvements discussed herein, LESSEE shall not cut, drill into, disfigure, deface or injure any part of the Premises or perform or undertake any alteration, addition, improvement or emistruction to or in the Premises, other than minor or cosmetic alterations which are interior and nonstructural in nature, without LESSOR's prior written consent, which consent shall be unreasonably withheld nor delayed except, however, that LESSOR may withhold or delay consent at LESSOR's sole discretion, for any alteration or Improvement which (i) will alter or affect any portion of the plumbing, heating, ventilating, air conditioning, mechanical, electrical and other building systems, installations and facilities of the Premises or structure, fagade, wall, roof, or foundation of the Premises, the Pier or both, (ii) will detract from the use or character of the Premises or be visible from the exterior of the Premises; (iii) win require amendment of any certificate of occupancy for the Premises; (iv) will require the consent of any insurer under any of LESSOR's or LESSEE's policies of insurance covering the Premises; or (v) void or otherwise adversely impair any applicable roofing guaranty m effect. SECTION 6. CONSTRUCTION OF LESSOR'S IMPROV -1—W— l'S. The LESSOR shall construct the "shell" or strnrctture of the restaurant facilities and bait shop, which shall consist of exterior and interior walls and utility connections to bring electric and water into the Premises, The LESSOR shall not at any time undertake or be responsible for any construction, repair alteration, improvement or maintenance to electrical or plumbing work, 7 iumeri I finish work, ddcor, furniture, fixtures, and kitc restaurant shell and bait shop. hen equipment within the interior of the SEON 7. OPERATIONAL ROUM AND PARKGIIELT E (a) Arnrroval of Restaurant VondorslDate of Openetions. The c0113e11t of the LESSOR is required before LESSEE selects a vendor to sell food and beverages in the restaurant facilihr. Consent by the LESSOR shall not be unreasonably wiffikid if the verdoc(s) are deemed to be in the best interest of the Premises. LESSEE is required to have the restaurant facilities operational and open to the public no later than one hundred eighty (180) days from the date of issuance of certificate of occupancy for the Pier. (b) 0_,_pem9ngSchedurle. LESSEE shall generally provide its services not less than six (6) days a week except for my holidays as determined by LESSEE, with daily hours of operation no less than as follows: 10:00 a.m. (EST) to 10 :00 pm. (EST) and as otherwise permitted by Applicable Laws. During the Term, such days and lows of operation may be modified, altered, varied, supplemented, increased or decreased only with the prior written consent of LESSOR, which consent shall not be unreasonably withheld or delayed since it is the intent of the parties that the days and hours of operation meet the needs and desires of the residents of the City and the economic practicality of LESSEE as mutually determined by the Parties. (c) Quality of Services. LESSEE shall conduct its operations in a first class, neat, sanitary and professional manner and in accordance with and subject to the terms and conditions of the Lease and all Applicable Laws. LESSEE shall ensure at all times that its standards of operation are commensurate with the service, food and quality of other similar restaurants in the State of Florida. LESSEE shall control the conduct, demeanor, performance and appearance of its officers, members, employees, agents, volunteers, independent contractors, representatives, guests, and invitees consistent with the operation of a first class restaurant establishment and odrawise in accordance with Applicable Laws. LESSEE shall post and enforce strict behavior and usage policies on and about the Premises, which policies, at a minimum, shall prohibit fightiiag, reckless actions, abusive language, and misbehavior. (d) per. LESSEE shall have the non- exclusive right in common with the general public to utilize the LESSOR's municipal parking lot consisting of twenty nine (29) p Aft spaces located at Pier Park and the three hundred (300) plus parking spaces at the soon to be constructed Gateway parking Garage located on Sunny Was Boulevard. Employees of the LESSEE shall not use the 29 public parking spaces at Pier Park. (e) QLhLv . Food or other delivery trucks shall not use Pier Park to deliver goods and products except if such deliveries cause disruptions to the Premises or cause loud noise. S_MON B. OBLIGATIONS OF LESSEE. (a) Garbage. LESSEE shall remove from the Premises or otherwise dispose of all garbage, debris and other waste materials (whether solid or liquids arising out of the use and occupancy of the Premises or out of any operations conducted within or upon the Premises in accordance the highest standards or sanitary practice and at all times in accordance with Applicable Laws. When removing such waste, LESSEE shall comply with all Applicable Laws relating to sanitation and waste disposal. Any items shall be kept in suitable garbage and waste receptacles, as approved in writing by LESSOR Garbage pick -up shell be between 8:00 a.m. — 9:00 a.m. (b) Odor. LESSEE shall not create nor permit to be caused or created upon the Premises any obnoxious odors or smoke or noxious gases or vapors which would constitute a nuisance, provided, however, that fumes resulting fiom the normal operations of vehicles or normal business operations shall be excepted from this provision, unless same constitutes a legal nuisance or as otherwise prohibited by Applicable Law. (c) ,erg rte, LESSOR shall cooperate with LESSEE to provide directional signage to the Pier and its restaurant facility from Collins Avenue, provided that such signage is consistent with LESSOR's sign ordinances, requirements of the State and approved by all applicable governmental authorities having jurisdiction. Any exterior signage other than the foregoing shall require the approval of LESSOR and any and all applicable governmental authorities. Notwithstanding anything in this Lease to the contrary, billboard signs are expressly prohibited. SECTION 9. COMPLIANCE WITH GOVILRNMCNTAL REOi)IR =NTS. LESSEE shall comply with all applicable federal, State, County, and City statutes, la'xs, ordinances, resolutions and governmental rules, regulations and orders as may be in effect now or at any time during the Term (collectively "Applicable Laws'), all as may be amended, which are applicable to LESSEE, the Premises, or the operations conducted at the Premises. A violation of any such Applicable Laws, not cured within any applicable notice and cure period shall constitute a material breach of this Lease, and in such event LESSOR shall after 30 days notice be entitled to exercise any and all rights and remedies provided i8 this Lease and available at law and in equity. SECTION 10. MAMTENANCE AND REPAIR. (a) LESSEE shall throughout the Term assume the entire responsibility and shall relieve LESSOR from all responsibility for all repair, maintenance, replacements and capital improvements whatsoever with respect to the Premises, except for structural and roof repairs which are the responsibility of LESSOR as set forth in Section 11() below. LESSEE shall perform all maintenance, repairs, replacements and capital impnvements in a good and workmanlike manner in accordance with all Applicable Laws. All materials utilized in any repairs or replacements shall be of a quality and grade comparable a superior to that in existence in the Premises as of the Effective Date. Except as otherwise set forth in this Lease, LESSEE shall be required to keep the Premises in good, tenantable, useable condition throughout the Term (subject to casualty, condemnation and the other provisions of this Lease with regard to development and the redevelopment of the Premises), and without limiting the generality of the foregoing, LESSEE shall: (1) Keep and maintain the Premises at all times in a clean and orderly condition and appearance. (2) Provide and maintain all lights and similar devices, fire protection and safety equipment and all other equipment of every kind and nature E M1W by Applicable Laws in good working order and condition. Notwithstanding the foregoing, to the extent the Premises is served by any Wood alarm or fire suppression system diet serves other promises on the Pier and LESSOR maintains the same, LESSOR shall be permitted to equitably allocate to LESSEE it's pro-rata share of the costs to maintain and operate such shared systems based on LESSOR's good faith, reasonable determination of such costs which shall be payable by LESSEE as Additional Rent. (3) Be responsible for the maintenance and repair of all utilities servicing the Premises including but not limited to, service lines for the supply of water, gas service Imes, electrical power and telephone conduits and lines, sanitary sewers and storm sewers which are now or which may be subsequendy located upon any portion of the Premises which are controlled by LESSEE. (4) Provide adequate security for the Premises and all portions of them for the purpose of protecting person and property. (S) Be responsible for the cleaning and refuse disposal for refuse generated by the operation of the LESSEE on the Premises as necessary to keep the appearance of the Pier in good order and condition. Such cleaning and refuse disposal shall be performed on a daily basis. (b) During the Term, subject to the provisions of Section 13 below, the maintenance, repair or replacement of the existing roof (including repairing leaks not caused by LESSEE, its agents, contractors and employees) as well as any structural repairs or replacements to the Premises, Pier or any or all of the foregoing, shall be undertaken by LESSOR, unless such repairs or replacement are required due to the wrongful acts, negligence or omissions of LESSEE, its employees, agents, contractors, invitees or guests. LESSEE shall not cause or permit any penetrations into the roof membrane or otherwise perform any alteration on or about the roof that may void or limit LESSOR's roofing warranty. To the extent any roofing penetration is necessary, LESSEE shall if required by LESSOR, hire LESSOR's designated roofing contractor to perform or supervise such roof penetration work so as to prevent any voiding or impairment of LESSOR's roofing warranty. SECTION I1. INSURANCE REOUMMENTS FOR LESSOR AND LESSEE. (a) LESSOR's Casual t�r Insurance. LESSOR shell, during the Term, insure and keep insured to the extern of not less then 100°Yo of the insurable replacement value, all buildings, structures, fixtures and attached equipment (other than LESSEE's equipment which shall be the responsibility of LESSEE to insure) on the Premises against such harards and risks as may now or in the fugue be included under the Standard Form of Fire and Extended Coverage insurance policy of the State. The insurance coverages to be provided by LESSOR shall include full coverage for windstorm and flood. LESSOR may meet the foregoing requirement through a program of self - insurance or by adding the Premises to its master policy. 10 (b) LESSEE's Insurance. During the Term, LESSEE shall pay for and maintain in effect the following types of insurance policies, placed only with carriers carrying an A.M. Best or equivalent rating of A VII or better. Comzehm�sive General Liability Insurance to protect against bodily injury, death and properly damage in an amount of not less than One Millim Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) mud aggregate. Coverage must be Worded on a form no more r+eshictive than the latest edition of the Comprehensive General Liability Policy, without watrictivo endorsements, as filed by the Florida Insurance Services Office and must include: Premises and Operations, Independent Contractors and Broad Foam Contractual Coverage covering all liability arising out to the terms of dds Lease. Business Automobile Liability Insurance in an amount not less than One Million Dollars ($1,000,000.00) combined single limit. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: Owned, Non -owned and Hired vehicles. Workers' Compensation and Emplover's LiaM Insurance to apply for all employees in compliance with the "Workers" Compensation Lave" of the State of Florida and all applicable federal laws with no less rhea One Hundred Thousand 0100,000.00) in employer liability. Rental Loss Buaioess Interruption) Insurance in an amount equal to twelve (12) months of not less than eighty percent (80A) of the then applicable Base Monthly Rent, taxes, insurance and utility charges. Renter's or Contents Insurance in an amount not less than 100% of the insurable replacement value of all furnishings, fixtures and equipment owned by LESSEE and located at the Premises including but not limited to the Improvements. Liquor Liability Policy in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) annual aggregate. Builder's Risk Insurance with respect to all Improvements and alterations undertaken by LESSEE during the Tenn. LESSEE acknowledges and agrees that all insurance policies provided by LESSEE shall be deemed primary coverage. Additionally, LESSEE acknowledges and agrees that the monetary coverages specified above are the minimum acceptable coverages applicable solely to the Pmnises without regard to any other business operations or locations insured by LESSEE. In particular, the specified "aggregate" coverages shall apply solely to the Premises. (e) Certificates. LESSEE shall furnish to LESSOR, certificates of insurance or endorsements evidencing the insurance coverages specified by this Section prior to the Comrnencement Date. The required certified of insurance shall name the types of policies provided, refer specifically to this Lease, and state that such insurance is as required by this Lease. All policies of such insurance and renewals of them (except for Workers' Compensation coverage) required to be provided by LESSEE shall name LESSOR (including its elected 11 officials, officers, employees and agents), as additional named insureds as their interests may appear, and shall provide that the loss, if any, Shall be adjusted with and payable to LESSEE and LESSOR (as their interests may appear), except as otherwise provided in Section 12 of this Lease. (d) Cancellation Coverage is not to cease and is to remain in force (subject to cancellation notice) throughout the Tern. All policies must be endorsed to provide LESSOR with at least thirty (30) calendar days' notice of cancelhadon, restriction or both. If any of the insurance coverages will expire prior to the tormmation of this Lease, copies of renewal policies shall be famished at least sixty (60) calendar days' prior to the date of their expiration. (e) Deficiencies. When such policies or certificates have been delivered by LESSEE to LESSOR as aforesaid and anytime thereaf%r, LESSOR may notify LESSEE in writing that in the reasonable opinion of LESSOR the insurance represented does not conform with the requhements of this Section either because the amount or because the insurance company or for any other reason does not comply, and LESSEE shall have thirty (30) calendar days to cure such defect to the extent required pursuant to the Lease. (t) Review of Coverage. The aforesaid minimum limits of insurance shall be reviewed from time to time by LESSOR Out not more fr+egoentiy than every five (5) Lease Years) and may be adjusted if LESSOR reasonably determines that such adjustments are necessary to protect LESSOR's interest, provided such coverages shall not exceed the amount of coverage required at the time of snob review by similar quality projects in Miami -Dade County, Florida. (g) Service of Process. The insurance shall be written by companies authorized to do business in the State of Florida and having agents upon whom service of process may be made in the State of Florida (h) Continued Obligations. Compliance with the foregoing requirements shall not relieve LESSEE of its liability and obligations under any other provision of this Lease SECTION 12. DAMAGE TO OR DESTRUCTION OF PRE MES. (a) Removal of Debris/Renair to Ensure Safety. If the Improvements located on the Premises or any part of them shall be damaged by fire, the elements, or other casualty, LESSEE shall promptly remove, or cause to be promptly removed all debris resulting from such damage from the Premises. LESSEE shall promptly take such actions and cause such repairs to be made to the premises as will ensure the safety of persons entering upon the Premises. To the extent, if any, that the removal of debris under such circumstance is covered by LESSEE's insurance, the proceeds shall be paid to LESSEE for such purpose. (b) Minor Damage. If Improvements located on the Premises or any part of them shall be damaged by fire, the elements, or other casualty but not rendered reasonably untenentable or unusable, Rest shall continue unabated. The Premises shall be repaired and restored promptly to the condition they were in prior to such casualty by LESSOR and by LESSEE (the scope of each such party's obligation to repair being described in Section 11 haeof , and to the extent that such damage is covered by LESSOR's and LESSEE's insurance, the proceeds shall be made available for that purpose. 12 (c) Damara to or Destruction of the Premises. ier. If the Premises, Pier, both of therm or any part of them shall be destroyed or so damaged by firc, the elements, or other casualty as to render either or both untenamtable or unusable, notluag in this Lease shall be deemed or construed to require or obligate LESSOR to repair, rebuild, replace or restore either or both or any portion of the Premises or Pier provided that all insurance par00e06 shall fast be applied to the repair or replacement of the same Pier or Premises. Rent shall resume 60 days after the Pier and the Premises have been restored to their previous condition, then the Lease shall be terminated effective as of the date of such casualty. Provided the casualty resulting in the damage or destruction was not caused by the negligence or wrongful act or omission of LESSEE, all h manoe proceeds payable to LESSEE under its policies shall be retained by LESSEE without any obligation to pay any portion thereof to LESSOR. Upon ternunation, LESSEE shall surrender the Premises to LESSOR immediately and the parties will have no further obligations to each other hereunder, except as otherwise provided to the coctrary in Section 15 of this Lease. SECTION 13. (a) Total or Partial Taldna. If the whole of the Premises, or such portion of them as will make the Premises unusable for the Required Use, shall be taken by any public authority under the power of eminent domain or sold to public authority under threat or in lieu of such taking, the Term shall cease as off the day possession or title stall be taken by such public authority, whichever is earlier ("Taking Date"), whereupon the Rent and all other charges shall be paid up to the Taking Date with a proportionate refund by LESSOR of any Rent and all other charges paid for a period subsequent to the Taking Date. If less than the whole of the Premises is taken, but the Premises may be restored to a configuration in LESSEE's reasonable business judgment that will enable the continued use of the Premises for the Required Use, then the Term shall cease only as to the part so taken as of the Taking Date, and LESSEE shall pay Rent and other charges up to the Taking Date, with appropriate oredit by LESSOR (toward the next installment of Rent due from LESSEE) of any Rent or charges paid for a period subsequent to the Taking Date. Base Rent, shall be reduced as of the Taking Date in proportion to the amount of the Premises taken. If the Lease is not terminated then LESSOR shall be responsible to reconfigure the Premises into one contiguous space from the condemnation proceeds which shall be accomplished with reasonable diligence after the Taking Date. (b) Award., All compensation awarded or paid upon a total or partial taking of the Premises excluding the value of the leasehold estate created by this Lease shall belong to and be the properly of LESSOR without any participation by LESSEE. However, nothing contained in this Lease shall be construed to preclude LESSEE, at its cost, from independently prosecuting any claim directly against the condemning authority in such condemnation proceeding for damage to, or cost of removal of, unattached movable trade fixtures, furniture, and other personal property belonging to LESSEE. 13 SECTION 14. INDE14IlVPPy. LESSEE shall Wem * and hold harmless LESSOR (mchuiing its elected officials, officers, employees and but not limited to all fees and any � all claims, costs, losses and damages (including charges of architects, attorneys, and other professionals, and all court or other dispute resolution costs), liabilities, expenditures, or causes of action of any kind (including negligent, reckless, or willful or intentional acts or omissions of LESSEE, any Subtenaat, any subcontractor, any supplier, any person or organization directly or indirectly employed by any of them to perform or famish any work or anyone for whose acts any of there may be liable), arising from, relative to, or caused in connection with this Leese except, and only to the exccet, tbat such claim is caused by LESSOR's negligence or misconduct (subject to applicable sovereign immunity). This indemnity includes, but is not limited to, claims attributable to bodily injury, sickness, disease or death, or to injury or destruction of tangible property, including the Improvements, and including the loss of use resulting from them. Payment of any amount due pursuant to this Section shall, after Mcdpt of Notice by LESSEE from LESSOR that such amount is due, be paid by LESSEE if LESSOR becomes legally obligated to pay same, or LESSEE agrees that it is responsible for such claim, or in the alternative, LESSOR, at LESSOR's option, may make payment of as amount so due and LESSEE shall promptly reimburse LESSOR for same. Where the basis for a claim for damages brought against LESSOR by a third party is that LESSOR has breached a contract or other duty to the third party, and the action or inaction which constitutes the breach was a result of the negligent or wron& act or omission of LESSEE, then LESSEE agrees, at LESSEE's expense, after written notice from LESSOR to defend any action against LESSOR that falls within the scope of this Section, or LESSOR, at LESSOR's option, may elect not to tender such defense and may elect instead to secure its own attorney to defend any such action. V the claimant prevails in a lawsuit on the basis that the breach was a result of the negligent or wrongful act or omission of LESSEE, then the reasonable costs and expenses of LESSOR incurred in defending such action shall be payable by LESSEE. If either LESSOR or LESSEE is required to incur attorney foes and costs to enforce this Section, the prevailing party in any litigation shall recover all of its attorney fees and costs at both trial and appellate levels. LESSEE agrees to also indemnify, defend, save and hold harmless LESSOR (including its elected officials, officers, employees and agents), from all damages, liabilities, losses, claims, fines and fees and from any and all suits and actions of every type and description that may be brought against LESSOR, its officers, agents and employees on account of any claims, fees, royalties, or costs for any infringement of any and all copyrights or patent rights claimed by any person, firm, or corporation. The provisions of this Section shall survive the expiration or earlier termination of this Lease. SECTION 15. RIGHTS OF ENTRY RESERVED AND RESERVATION OF SPACE. (a) Access. LESSOR, by its officers, employees, agents, representatives and contractors shall have the right at all reasonable times and upon reasonable advance notice to enter upon the Premises for the purpose of inspecting the same, for observing the perfomumoe by LESSEE of its obligations under this Lease and for the doing of any act or thing for which LESSOR may be obligated or have the right to do under this Lease or otherwise, subject to the provisions of this Lease, provided that in connection with such access, such party shall use reasonable efforts to minimize disruption to the opembons being conducted upon the Premises. 14 (b) Maintenance. Without fitnifing the generality of the foregoing, LESSOR, by its officers, employees, agents, representatives, contractors and fiundons of utilities and other Services, shall have the right upon reasonable advance notice (except in case of emerp3cy, in which case no notice is accessary), at its own cost and expense, for its own benefit or for the benefit of others than LESSEE, to maintain existing utility systems and to enter upon the Premises at all reasonable to make such repairs, replacements or alterations as may, in the reasonable opinion of LESSOR, be deemed necessary or advisable and from time to time to maintain such systems or parts of them and in connection with such maintenance. (c) No Eviction. the exercise of any or all of the foregoing rights by LESSOR or others to the extent permitted by this Lease or the law shall not be or be construed to be an Motion of LESSEE nor be made the grounds for any abet went of Rent nor any claim or demand for damages, consequential or other" o, unless LESSOR breaches its covenMms with respect to such access as provided in this Lease. (d) Police Powers. Nothing contained in this Lease shall be deemed to in any way limit LESSOR in the exercise of their police and regulatory powers or their powers of eminent domain. (e) Reservation of Space _Without charge to the LESSOR, the LESSEE shall provide the LESSOR with a working area within the bait shop to monitor activities on the Pier or for any public purpose. SECTION 16. ASSIGNMENT AND SUBLETTING. (a) Assignment. LESSEE shall not sell, convey, transfer or assign (all of the foregoing being deemed as an "Assignment') all or any portion of its interest in this Lease, without the prior written consent of LESSOR (which shall not be unreasonably withheld or delayed, provided that the factors set forth below are fulfilled to LESSOR's reasonable satisfaction), provided that no such Assignment shall be deemed valid or binding upon LESSOR and LESSEE shall not be released from its obligations under this Lou. For purposes of this Section, an "Assignment" will include: (i) any transfer of the Lease by merger, consolidation, liquidation or by operation of law, or (ii) if LESSEE is or becomes a corporation, any change or transfer (other than to Affiliates of shareholders or partners of the individuals first named as LESSEE in the Lease) in ownership or power to vote a majority of the outstanding voting stock thereof from those controlling the power to vote such stock on the date of the Lease, or (iii.) if LESSEE is or becomes a limited or a general partnership, joint venture, or a limited liability company, any transfer of an interest in the partnership, joint venture or limited liability company (other than to an existing partner or member or any Affiliates of existing partners or members) resulting in a majority of the voting or equity interests of LESSEE being ttansferred. The factors upon which LESSOR may base its decision upon whether to grant consent under this Section will include, but not limited to: (A) whether LESSEE is or has been in default of this Lease, (B) whether the proposed assignee meets standards of creditworthiness and financial resources and responsibility as originally expected of the LESSEE, (L) whether the proposed assignee has the ability to perform the obligations of LESSEE hereunder, and (D) whether the proposed assignee has prior related business experience for operating or owning property for the Required Use comparable to that of LESSEE. is (b) Sn kft. LESSEE shall not sublet portions or the whole of the Premises, or grant licenses or concessions in any of them (all of the foregoing being deemed a "Sublease') without the prior written consent of LESSOR m each instance, which consent may be not be unreasonably withheld by LESSOR, it being expressly mtdersbood that the management and operation of the Premises by LESSEE is material to LESSOR's lease of the Premises to LESSEE. The following UM and conditions shall apply in each instance where LESSOR has consented to a Sublease: (1) Each Sublease shall contain a self- operative provision that it is subject and subordinate to this Lease and any amendments, modifications and extensions of this Lease, including, but not limited to, all use restrictions. (2) No Sublease shall relieve LESSEE from liability for any of its obligations under No Lease, and in the event of any such Sublease, LESSEE shall continue to remain primarily liable for and continue to make payments required to be made pursuant to this Lem and for the performance and observance of the other agreements on its part u contained in this Lease. (3) The form of such Sublease shall be subject to the review and approval of LESSOR and shall, at a rabimum, contain 80 of the Mate-OW provisions of this Lease with respect to the obligations of LESSEE. (c) Reimbt of Costs. LESSEE agrees to reimburse LESSOR for LESSOR's attorney fees and costs insured in connection with the processing and documentation of any request made pursuant to this Section 17. LESSEE shall deliver to LESSOR, within five (S) days after execution by LESSEE, an original counterpart of any executed Sublease or instrument of Assignment, together with LESSEE's and the subtenant's (or assignee's) affidavit that such Sublease or Assignment instrument is the true and complete statement of the subletting or Assignment and reflects all sums and other consideration passing between the parties. LESSEE shall pay, indemnify and hold LESSOR harmless from and against, any and all cost or expense (including reasonable attorney fees and disbursements) and liability in connection with any compensation, commissions or charges claimed by any broker or agent with respect to any Assignment or Sublease. SEMON 17. DEFAULT, REMEDIES. (a) Default. If any one or more of the following events shall occur, some shall be an event of default under this Lease: (1) LESSEE shall voluntarily abandon the Pnendm or discontinue its operations on the Premises for a period of thirty (30) consecutive calendar days, other titan as a result of casualty, condemnation, major renovation, or one or more acts of Force Majeure; or (2) Any lien, claim or other encumbrance which is filed against LESSOR's fee simple title to the Premises (other than that created by or through LESSOR) is not removed, or transferred to bond pursuant to Florida law, 16 within thirty (30) calendar days after LESSEE or LESSORS, or both have received notice of such lien, claim or encumbrance; or (3) LESSEE shall fail to pay any item constitudng Rent when due to LESSOR ad LESSEE shall continue in its failure to make any such payments for a period of ten (10) calendar days after Notice is given to make such payments; povided however LESSOR shall not be required to provide Notice of non-payment of Rent on more than one (1) occasion in any twelve (12) month period; or (4) LESSEE shall fail to make any other payment required under this Lease when due to LESSOR and shall continue in its failure to make any such other payments required under this Lease for a period of fifteen (15) calendar days after Notice is given to make such payments; or (5) LESSEE shall fail to keep, perform and observe each and every non- monetary promise, covenant and tern set forth in this Lean on its part to be kept, including without limitation all rules and regulations in effect from time to time in accordance with the terms of this lease, performed or observed within thirty (30) calendar days after Notice of default (except when f MlIment of its obligation required activity over a greater period of time and LESSEE shall have commenced to perform whatever may be required for fulfillment within thirty (30) calendar days after Notice and continues such performance without material intenvption), provided, however, the foregoing shall not apply if LESSEE s failure to perform is due directly to the willful wrongful acts or omissions of LESSOR; or (6) LESSEE makes an assignment for the benefit of creditors; or (7) LESSEE files a voluntary petition under Title l l of the United States Code (the "Bankmptcy Code') or if such petition is filed against LESSEE and an order for relief is entered and not dismissed within sixty (60) days or if LESSEE files any petition or answer seeking, consenting to or acquiescing in any reorganization, arrangement, composition, m4ustinen% liquidation, dissolution or similar relief under the H=bW* Code or any other present or future applicable federal, state or other statute or law; or (g) if, within sixty (60) days after the appointment of any trustee, receiver, custodian, assignee, w4tiestrator or liquidator of LESSEE, or of all of any of the Pzemises or any interest of LESSEE in the Premises, such appointment is not vacated or stayed on appeal or otherwise, or if, within thirty (30) days after the expiration of any such stay, such appointment if not vacated. (9) Habitual DefiidL Notwithstanding the foregoing, in the event that LESSEE has committed a monetary breach or default three (3) or more times in a twelve (12) month period, and regardless of whether LESSEE has cured each individual monetary breach or default, LESSEE may be determined by LESSOR to be an "habitual violator„. At the time that such 17 determination is trade, LESSOR shell issue to LESSEE a written notice advising of such determination and citing the circumMM therefor. Such notice shall also advise LESSEE that then shall be no further notice or gnue periods to correct any subsequent monetary breaches or dchWts for the balance of such twelve (12) month period and that any subsequent breaches or defaults for the balance of such (12) month period, shall constitute a condition of noneurable default and grounds for immediate termination of the Lease which termination shall be effective upon delivery of the Notice to LESSEE, subject to the prevafling law in Miami - Dade County. (b) Remedies. Upon the occurrenoe of any event setforth in Section 1g(a), above, or at any time thereafter during the continuance of such event, LESSOR mcy exercise any of the following rights and remedies; (1) LESSOR may, pursuant to written notice to LESSEE, and appropriate legal procadmg terminate this Lease and, pursuant to appropriate legal proceedings, re-enter, retake and resume possession of the Promises for LESSOR's own account and, for LESSEE's breach of and default under this Lease, recover immediately from LESSEE any and all rents and other sis and damages due or in existence at the time of such termination, including without limitation, (i) all Base Mosthly Rent and Additional Rent; (H) all other sums, charges, payments, costs and expenses agreed, and required or both to be. paid by LESSEE to LESSOR under this Lease; (iii) all costs and expenses of LESSOR in connection with the recovery of possession of the Premises, including reasonable attorney fees and court costs; (iv) all free rent credits and rental abatements, if any, granted to LESSEE as concessions in connection with this Lease; and (v) all costs and expenses of LESSOR in connection with any reletting or attempted rele ft of the premises or any part or parts of them including without limitation, brokerage fees, attomey fee and the cost of any alterations or repairs which may be reasonably required to so relet the Premises, or any Pon of parts ofthem; or (2) LESSOR shall have, receive, and enjoy as LESSOR's sole and absolute property, any and all sums collected by LESSOR as rent or otherwise upon releft premises Slier LESSOR shall resume possession of the Premises as provided by this Lease, including, without limitation, any amounts by which the sum or sums so collected shall exceed the continuing liability of LESSEE under this Lease. N LESSOR shall have accelerated Rent payments and collected same from LESSEE, and subsequently shall have relet the Premises, then LESSOR, after deducting all costs related to reletting, including those described or anticipated in this Section IS shad pay to LESSEE the net amount remaining at the and of the Term, which shall have actually been collected as net rent from third parties, to the extent LESSOR shall have previously received the applicable Rant form LESSEE. 18 (c) N ®= If LESSOR shall institute p =ee fts a8a 0 LESSEE and a oompromaise or settlement of it shell be made, the same shall not constitute a waiver of the fitune breach of the same or of any other covenant, condition or agteee meat set forth in this Lease, nor of any LESSOR's rights under this Lease, unless expressly at forth in such settlement. Neither the payment by LESSEE of a lesser amount than the installments of Base Monthly Rent, Additional Rent or of any sums due under this Lease nor any endorsement or statement on any check or letter accompanying a check for payment or Rent other sums payable under this Lease be deemed an accord and satisfaction, and LESSOR may accept such check or payment without prejudice to LESSOR's right to recover the balance of such Rent or other sums or to pursue any other remedy available to LESSOR No re -entry by LESSOR, sad no acceptance by LESSOR of keys from LESSEE shall be considered an acceptance of a sunender of the Lease. (d) LESSOR Afv Cure LESSEE's Defaults if LESSEE defaults in the making of any payment or in the doing of any act required in this Lease to be made or done by LESSEE, then LESSOR may, but shall not be required to, make such payment or do such act. If LESSOR elects to make such payment or do such aM all costs and expense incurred by LESSOR, plus interest on them at the NOW rate allowable under the laws of the State of Florida fibm the date paid by LESSOR to the date of payment of them by LESSEE, shall be immediately paid by LESSEE to LESSOR, provided, however, that nothing contained in this Lease shall be construed as permitting LESSOR to charge or receive interest in excess of the maximum legal rate then allowed by law. The taking of such action by LESSORs shall not be considered as a cure of rich default by LESSEE or bar LESSOR from pursuing any remedy to which it is otherwise entitled on account of such default. SECTION IL REMEDIES TO BE NON- EXCLUSIVE. (a) Cumulative Remedies. All rights and remedies of the parties under this Lease or at law or in equity are cumulative, and the exercise of any right or remedy shall not be Wm to exclude or waive the right to the exercise of any other, subject to the express limitations set forth in this Lease, if any. (b) Survival. Upon Wrininatiion or expiration of this Lease, LESSEE shall remain Noble for all obligations and liabilities that have accrued prior to the date of termination or expiration. SECTION 19. SURREN_D_EB. LESSEE covenants and agrees to yield and deliver peaceably and promptly to LESSOR, possession of the Premises, on the Expiration Date or earlier termination of the LE. S_EE= surrender the Pnmises in the condition regquiiW pursuant to this Lease, reasonable wear, tear, casualty and condemnation excepted. All maintenance and repairs shall be completed prior to surrender. SECTION ?A. ACCEPTANCE OF SURRENDER OF LEASE. No agreement of surrender or to accept a surrender of this Lease shall be valid unless and until the same shall have been reduced to writing and signed by the duly authorized representatives of LESSOR and of LESSEE in a document of egoad dignity and formality as this Lease. Except as expressly provided in this Lease, neither the doing of nor any omission to do 19 any act or thing by any of the ofcers, agents or employees of LESSOR shall be deemed an a4 V. PT. ogee of a surrender of letdag under this Lease. SELR ln- REMOVAL OPPROPERTY. (a) Removal. LESSEE shall have the right at any time during the Term to remove its unattached, movable We fixtures and other personal property from the Premises excluding any property owned by LESSOR as set forth in this Dense provided the same is immediately replaced with no less than comparable personalty of an equal or higher value. LESSEE shall immediately repair any damage to the structure or any portion of the Premises caused by its removal of any personal property or unattached, movable trade fixtures. If LESSEE shall fail to remove its inventories, unattached, movable trade . fixtures, and personal property by the termination or expiration of this Lease, then LESSEE shall be considered to be holding over and subject to charges under Section 26(m), of this Lease, and after fourteen (14) calendar days following such termination or expiration, at LESSOR'S option: (i) title to same shall vest in LESSOR, at no cost to LESSOR; or (iii) LESSOR may remove such property to a public warehouse for deposit; or (iii) LESSOR may retain the same in its ours possession and sell the same at public auction, the proceeds of which shall be applied first to the expenses of removal, storage and sale, second, to any sums owed by LESSEE to LESSOR, with any balance remaining to be paid to LESSEE; or LESSOR may dispose of such property in any manner permitted by law. If the expenses of suelfremoval, storage and sale shall exceed the proceeds of We, LESSEE shall pay such excess to LESSOR upon demand. (b) Transfer of lnb =L Upon the termination of this Lease the ownership of all Improvements shall vest in LESSOR (except for those specific items described herein for which the ownership will remain in LESSEE) and LESSEE agrees to execute such documentation required by LESSOR to effectuate the foregoing. (c) Survival. The provisions of this Section shall survive the expiration or termination of this Lease. SECTION 22. ENVIRONMENTAL COMPLIANCE. LESSEE shall at all times during the Term keep the Premises he of Hazardous Materials (as defined below), and neither LESSEE nor any of its employees, agents, invitees, licensees, contractors or subtenants (if permitted) shall use, generate, manufacture, refine, treat, process, produce, store, deposit, handle, transport, release, or dispose of Hazardous Materials in, on or about the Premises or the Parcel, or the groundwater of them in violation of any federal, state or municipal law, decision, statute, rule, ordinance or regulation ounently in existence or fitly enacted or rendered. LESSEE shall give LESSOR prompt written notice of any claim received by LESSEE form any person, entity or governmental agency that a release or disposal of Hazardous Materials has occurred on the Premises, or the parcel. As used in the Lease, the term "Hazardous Materials" shall mean and be defined as any and all toxics or hazardous substances, chemicals, materials or pollutants, or any kind or nature, including the disposed c f grease or grease products as a result of LESSEE's restaurant operation which are regulated, governed, restricted or prohibited by any federal, state or local law, decision, statute, nude, or ordinance currently m existence or hereafter enacted or reentered. LESSEE shall not discharge auto any sanitary sewer system serving the Premises any toxic or hazardous sewage or waste which is produced or generated by LESSEE or in connection with the operation of 20 LESSEE's business, including the disposal of grease generated as part of LESSEE's restaurant operation, shall be handled and disposed of as required by and in compliance with Applicable Laws or shall be pretreated to the level of domestic wastewater prior to discharge into any sanitary sewer system serving the Premises. =MON Z3. NON DISCRiMATION. (a) American with Disabilities Act. LESSEE shall comply with Title I of the Americans with Disabilities Act regarding nondiscrimination on the basis of disability in employmerrt and further shall not discriminate against any employee or applicant for employment because of race, age, religion, color, gender, sexual ostentation, national origin, marital status, political affiliation, familial status or physical or mental disability. In addition, LESSEE shall take affirmative steps to ensure nondiscrimination in employment against disabled Persons . Such actions shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay, other forms of compensation, terms and conditions of employment, training (including appreuiceship), and accessibility. (b) EquelOppordmity. LESSEE shall take appropriate action to ensure that applicants are employed and employees are treated without regard to race, age, religion, color, gender, sexual orientation, national origin, marital status, political alliation, familial status or physical or mental disability during employment. Such actions shall include, but not be limited to, due followings: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layolX termination, rates of pay, other forms of compensation, terms and conditions of employment, training (including apprenticeship), and accessibility. (c) Non Discrimination, LESSEE shall not engage in or commit any discriminatory practice in violation of Applicable Laws, statutes, ordinances, rules regulations. SECTION 24. WRITTEN NOTICES. LESSOR and LESSEE agree that all notices under this Leese Agreement must be in writing and shall be deemed to be served when delivered to either party at: (1) American Federated Title Corp. as Trustee ATTN: Dr. Robert M. Cor afeld, President American Federated Title Corporation 3850 Hollywood Boulevard, Suite 400 Hollywood, Florida 33021 (2) CITY OF SUNNY ISLES BEACH Arm: City Manager and City Attorney 18070 Collins Avenue, 4" Floor Sunny Isles Beach, Florida 33160 21 SECUION 25. MISCELLANEOUS (a) Hafts The section and paragraph headings in this Lease are inserted only as a matter of convenience and for reference, and in no way define, Wait or describe the scope or intent of any provision of this Lease. (b) Jurisdiction. This Lease shall be interpreted and construed in accordance with and governed by the laws of the State of Florida Disputes shall be resolved in the l la Judicial Circuit Court of Miami -Dade County or in the federal courts in the Southern District of Florida, whichever jurisdiction is appropriate. (c) Severance. In the event this Lease or a portion of this Lease is found by a court of comWmt jurisdiction to be invalid, the remaining provisions shall continue to be effective to the fullest extent permitted by law. (d) Relationship of Partieslindenendent Contractor. It is the intent of the parties that the relationship of LESSOR and LESSEE under this Lease is the relationship of LESSOR and LESSEE. Nothing contained in this Lease shall create or be deemed or construed to create a painership, joint venture, joint enterprise or any other agency or other similar such relationship between the parties to this Lease. (e) Third Party Beneficiaries. Neither LESSEE nor LESSOR intend to directly or indirectly substantially benefit a third party by this Lease. Therefore, the parties agree that there are no third party beneficiaries to this Lease and that no third party shall be entitled to assert a claim against either of them besed upon this Lease. (fl Force Majeure. Notwithstanding anything contained in this Lease to the contrary, neither LESSOR nor LESSEE shall be considered to be m default of this Lease if delays in or failure of performance shall be due to Force Majeure, the effect of which, by the exercise of reasonable diligence, the non - performing party could not avoid and in such event, the time for performance shall be extended by the period of such Force Majeure event(s). (g) Negotiated Lease. I Both parties have substantially contributed to the negotiations which resulted in the preparation of this Lease, which shall not solely as a matter of judicial construction, be construed more severely against one of the parties than any other. The parties to this Lease acknowledge that they have thoroughly read this Lease, including all Exhibits and attachments to it, and have sought and received (or load the means, ability and ample opportunity to do so) whatever competent advice and counsel, legal or otherwise, which was necessary for them to form a full and complete understanding of all rights and obligations contained in this Lease. (h) Incorporation by Reference. The truth and accuracy of each 'Reciter' ' clause set forth above is acknowledged by the parties. (i) EaDOel Statement. The parties agree that from time to time, upon not less than fifteen (15) days prior request by a party to this Lease, the other party may deliver a statement in writing certifying: (a) tbat this Lease is unmodified and in full force and effect (or, if there have been modifications); (b) the dates to which the Rent and other charges have been paid; (c) that neither party is in default under any provisions of this Lease, or, if in default, the nature of such 22 d cult, described in detail; and (c) such other information pertaining to this Lease as either party may reasonably request. () Amendments. No modification, amendment, or akeration in the terns or conditions contained in this Lease shall be effective unless contained m a written documents preparW with the same or similar formality as this Lease and executed by LESSOR and LESSEE. (k) Prior Agreements. This document incorporates and includes all prior negotiations, conrespondence, conversations, agreements, and understandings applicable to the matters contained in this Lease and the parties agree that there are no commitments, agreements or, understandings concerning the subject matter of this Lem that are not contained in this document. Accordingly, the panes agree that no deviation from the terms of the Lease shall be predicated upon any prior representation or agreements, whether oral or written. It is AAer agreed theft no modification, amendment or alteration in the terms or conditions contained in this Lease shall be effective unless contained in a written document in accordance with subparagraph (n, above. 0) References. All personal pronouns used in this Lease shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Whenever reference is made to a Section of this Lease, such reference is to the Section as a whole, including all of the subsections and subparagraphs of such Section, unless the reference is made to a particular subsection or subparagraph of such Section. (m) Holdover. It is agreed and understood that any holding over of LESSEE after the termination of this Lease shall not renew and extend same, but shall operate and be construed as a license from month to month. At the option of LESSOR, upon written notice to LESSEE, LESSEE shall be required to pay to LESSOR during any holdover period, monthly license fees which shall be equal to one and one half (I%) the amount of the monthly installment of rental that was due and payable for the month immediately preceding the termination date of this Lease. In addition, LESSEE shall be required to pay to LESSOR any other charges required to be paid under this Lease during any such holding over against LESSOR's will after the termination of this Lease, whether such loss or damage may be oontemplated at the execution of this Lase or not It is expressly agreed that acceptance of the foregoing payments by LESSOR in the event that LESSEE fails or refuses to surrender possession shall not operate or give LESSEE any right to remain in possession nor shall it constitute a waiver by LESSOR of its right to immediate possession of the Premises. (Sienatures on following owJc 23 ATTEST: CITY OF SUNNY ISLES BEACH, FLORIDA, a Municipal Corporation of the State of Florida By: JANE HINES, CMC, CITY CLERK NO S. EDELCUP, MAYOR AMERICAN FEDERATED TITLE CORP., AS TRUSTEE UNDER LAND TRUST # 3256 24 k M. Property Search - Report urw m0b00: 10501 COWNSAVE TRS OF 11 FUND CITYOF SUNNY We BCN LESSEE 1807000WNSAVE BUNNYISIESBEACM FL HOTELS i MOTELS - GENERAL MUNWAL U0b 10 E Ft10I0B0 0 o LoWOyBan SUB LANDLEASESFROM STATE OF FLA AKA NEWPORT PIER LYS ELY OF FOL DESC PARCELBO WW 8149.23x1 E OF LOT U PS &&NTH NELY 433.13FT E3?DAFTMIL S433.32FT VIDSIAIFT WLTO POB LOT SIZE 18NT SO FT FAU 312214 010 ON OR 200264M OM t Page 1 of 1 MIAM[•DADE OOUIrPY OFFICE OF TM PROPFJtTY APPRAM PROPERTY SEARCH SUMMARY REPORT A N AWNP6mo;I�phy301f Dld®s: 76e0ESeeafdle �y Appedoer�od Mimf.Dmk Camty manonmlbeaiuo8wd WdariogUx lot mil god GlSdwlom0eet the Wtstpmpary iefammoemd GIS P Y- Nswmrm�n,aPrnedtrimpi' and ,am NOW fardmamdduPWt=dOrdummr memo "tduubmCKitnu%arib owAlftjbhit r�oimirptdWra8yrpduK dot imbmWm my US « i O&Comam"dy m Now itfixmi•DmdoCmt W's s -AWofm Wd 7hePmpety AppAigrmtd MkWa* (',may � m Eid6iiry edher 6or�oy etrve, amimiam, Q mfeaoein m 16e ic0rmri ®porided rt�diess oftheeoseotmdt ar fm�ny dedsim mtlq u�tm aim a maonmtdimsby0rmerie tdi>moe vPm �ypreridedhaeut. 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A - R-A ddl .slate do"' Illhad-o+di .nPrtdaldle..ni�tdlnadd .a1a61da ..d�wotlPtitll. �dlaG tlbadLllot�ll�4tllhtaudw li�l .�tltlillltRlAw d tIN�tiltt ALAN C j1dowl 11,1116 WA, iiih, lie h9ehiW .i jag- e�ktMlldobs Ight dh ik allif aialltr'liultlltll ae111I-an1.1 u tltligt .. ►Ptd6�t .Iltd .ax° , i 1 ►f ttltul 1 a...lae�iltll I�tlddptlafll ;Nltil111 :.adlitul &tea •IW6�I�tMWaPillnuW11111auaG°wia auliB.d® E11�1T "B" i� 4� J1, r11 f4—i ■ '70 6wg w I 41 0114.1!1 rion WFO 16� all i P III P m Imi I n I PGA Jw. mwjw C S Its 7 W I., a I a :��i Kill" rill A 19 of 1.11 111!111 i 6 *FLOR ` C/T y OF SUN TO FROM DATE: City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947 -0606 City Hall (305) 949 -3113 Fax (305) 947 -2150 Building Department (305) 947 -5107 Fax MEMORANDUM Honorable Mayor and City Commission Christopher J. Russo, City Manager February 20, 2014 City Commission Norman S. Edelcup, Mayor Isaac Aelion, Vice Mayor Jeanette Gatto, Commissioner Jennifer Levin, Commissioner George "Bud" Scholl, Commissioner Christopher J. Russo, City Manager Hans Ottinot, City Attorney Jane A. Hines, MMC, City Clerk RE: Approving the First Amendment to Sublease Agreement with American Federated Title Corp., as trustee under Florida Land Trust #3258 and Beach Bar @ Newport Pier, LLC RECOMMENDATION This Resolution is presented for your consideration. REASONS By Resolution No. 2013 -2139, adopted on October 17, 2013, the City Commission approved a Sublease Agreement between the City, American Federated Title Corporation, as trustee under Florida Land Trust #3258 ( "Sublessor ") and Beach Bar @ Newport Pier, LLC ( "Subtenant "). The Sublessor and the Subtenant have negotiated new business terms between themselves. These new business terms do not impact the City's obligation or rights. However, it is important to note that the rent commencement date is April 1, 2014.