HomeMy WebLinkAbout26258AGREEMENT INFORMATION
AGREEMENT NUMBER
26258
NAME/TYPE OF AGREEMENT
SG LITTLE HAVANA LLC
DESCRIPTION
ASSIGNMENT & ASSUMPTION OF THE LANDLORD'S
INTEREST IN LEASE/ACCESS TO THE BORROWER FOR
ADDITIONAL FUNDING FOR THE DEVELOPMENT OF THE
PROJECT/FILE ID: 19291/R-26-0237/R-25-0519/MATTER ID: 26-
1796 #9
EFFECTIVE DATE
August 12, 2026
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
8/12/2026
DATE RECEIVED FROM ISSUING
DEPT.
8/14/2026
NOTE
ASSIGNMENT AND ASSUMPTION OF THE LANDLORD'S INTEREST IN LEASE
THIS ASSIGNMENT AND ASSUMPTION OF THE LANDLORD'S INTEREST IN LEASE
(this "Assignment"), dated August /_, 2026 (the "Effective Date"), is entered into by and among the City
of Miami, a municipal corporation of the State of Florida, hereinafter referred to a ("Assignor"), and SG
Little Havana LLC, a Florida limited liability company ("Assignee").
RECITALS
A. Pursuant to that certain Lease dated December 11, 2022 and the related guaranty (the "Lease")
as described in Exhibit A, by and between Auyantepuy Investments, LLC, a Florida limited liability
company ("Original Landlord") and Sanpocho Restaurant Inc, a Florida Corporation ("Tenant"), Original
Landlord leased to Tenant the real property located at 901 & 925 SW 8th Street, Miami, FL 33130, Folio
Nos. 01-4138-003-2280 and 01-4138-003-2270, (the "Premises").
B. Pursuant to that certain Assignment and Assumption of Landlord's Interest in Lease dated
August 25, 2025 (the "Prior Assignment") as described in Exhibit B, Original Landlord assigned to the City
of Miami, and the City of Miami assumed, all right, title, and interest of Original Landlord as landlord
under the Lease.
C. Assignor now desires to assign to Assignee, and Assignee desires to assume from Assignor all
of Assignor's right, title, interest, duties, liabilities and obligations under the Lease, including all rights
acquired by Assignor pursuant to the Prior Assignment.
D. Capitalized terms used but not otherwise defined in this Assignment shall have the meanings
ascribed to such terms in the Lease.
In consideration of the mutual covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1. Assignment and Assumption. The foregoing Recitals are hereby incorporated into this
Assignment as if fully set forth herein. Assignor hereby certifies that as of the Effective Date: (a) Assignor
is not in default of any provision of the Lease; (b) Assignor is the landlord under the Lease, holds all rights
of a landlord thereunder acquired pursuant to the Prior Assignment and has the authority and power of a
Landlord under applicable laws, subject to the terms and conditions of the Lease; (c) Assignor is holding a
security deposit in the amount of $31,413.00, pursuant to the Lease (the "Security Deposit"); (d) the Lease
attached hereto as Exhibit A is the fully and complete copy of the Lease as it exists on the Effective Date;
and (e) Assignor has no knowledge of any claim against Assignor by Tenant or any other person or entity
arising out of facts or circumstances related to the Lease and which existed or occurred on or before the
Effective Date. As of the Effective Date, (i) Assignor assigns and transfers to Assignee all of Assignor's
right, title and interest in and to the Lease, (ii) Assignee accepts the foregoing assignment and assumes and
agrees to perform and be bound by the obligations of the landlord under the Lease, and (iii) Assignor agrees
to deliver the Security Deposit to Assignee within thirty (30) days after the Effective Date.
2. No Waiver or Modification of Lease. This Assignment is not intended to and shall
not operate to modify any term or provision of the Lease applicable to the tenant thereunder or
waive any rights of the landlord thereunder in its dealings with such tenant.
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3. Release of Assignor. Notwithstanding any provision in the Lease to the contrary, effective
as of the Effective Date, Assignee hereby releases Assignor from any and all obligations and liabilities
under the Lease that arise or accrue on or after the Effective Date.
4. Possession. Subject to the rights of the Tenant under the Lease, Assignor shall deliver
possession of the Premises to Assignee as of the Effective Date. Assignee acknowledges and agrees that it
shall take the Premises in its "as -is" condition without representation or warranty from Assignor of any
kind as to its condition or suitability, explicit or implied, and Assignee represents and warrants that it has
satisfied itself as to the condition of the Premises
5. Indemnification by Assignee. ASSIGNEE AGREES TO INDEMNIFY, DEFEND,
PROTECT, AND HOLD ASSIGNOR AND ITS OFFICERS, EMPLOYEES, ADVISORS,
CONSULTANTS, AND AGENTS, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES,
LOSSES, JUDGMENTS, LIABILITIES, EXPENSES AND OTHER COSTS, INCLUDING
REASONABLE LITIGATION COSTS AND REASONABLE ATTORNEY FEES, ARISING OUT OF,
RESULTING FROM OR IN CONNECTION WITH, EITHER DIRECTLY OR INDIRECTLY, ANY
DEFAULT OF ASSIGNEE AS LANDLORD UNDER THE LEASE OCCURRING FROM AND AFTER
THE EFFECTIVE DATE. ANY AVAILABLE INSURANCE REQUIREMENTS APPLICABLE TO THE
PREMISES, OR ASSIGNEE'S OBLIGATIONS HEREUNDER SHALL BE SUBJECT TO, AND
GOVERNED BY, THAT CERTAIN NINETY-NINE (99) YEAR GROUND LEASE BY AND
BETWEEN ASSIGNOR, AS LANDLORD, AND ASSIGNEE TO BE EXECUTED
CONTEMPORANEOUSLY WITH THIS ASSIGNMENT (THE "GROUND LEASE").
6. Notices. Any notices given by any party to another party hereto shall be by certified or
registered mail, return receipt requested, postage prepaid, or via nationally recognized overnight courier, to
such other party at the address given below or such other address as such other party may from time to time
designate in writing to the other parties in accordance with these provisions. The addresses set forth below
shall supersede any addresses for notice set forth in the Lease. If no address is given below, then the address
for that party shall be the address set forth in the Lease, or in the absence thereof, shall be the address of
the Premises.
Landlord/
Assignor: James Reyes
City Manager
City of Miami
444 SW 2nd Avenue, 10th Floor
Miami, Florida 33130
jareyes@miamigov.com
with a copy to:
George K. Wysong III
City Attorney
City of Miami
444 SW 2nd Avenue, 9th Floor
Miami, Florida 33130
gwysong@miamigov.com
with a copy to:
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Department of Housing and Community Development
City of Miami
444 SW 2nd Avenue, 9th Floor
Miami, Florida 33130
Attn: Director, Victor Turner
Assignee: Richard Swerdlow
SG Little Havana LLC,
2901 Florida Avenue, Suite 806
Miami, FL 33133
rich@swerdlow.com
7. Broker Fees. Assignor and Assignee each represent and warrant that it was not
represented by any broker in connection with this Assignment.
8. Non -Discrimination. During the Term of the Lease, Assignee agrees not to discriminate
against any employee or applicant for employment because of race, color, religion, ancestry, national origin,
sex, pregnancy, age, disability, marital status, familial status, sexual orientation, gender identity or gender
expression, status as victim of domestic violence, dating violence or stalking, or veteran status, and on
housing related contracts based on source of income, and will take affiiniative action to ensure that
employees and applicants are afforded equal employment opportunities without discrimination. Such
actions shall be taken with reference to, but not limited to, recruitment, employment, termination, rates of
pay or other forms of compensation, and selection for training or retraining, including apprenticeship and
on the job training.
By entering into this Assignment, the Assignee attests that, to the best of its knowledge, it is not in violation
of the Americans with Disabilities Act of 1990 (and related Acts) (the "Act"). If the Assignee is found by
the responsible enforcement agency to be in violation of the Act, such violation shall render this Assignment
void. This Assignment shall be void if the Assignee submits a false affidavit pursuant or, the Assignee
violates the Act during the term of the Lease, even if the Assignee was not in violation at the time it
submitted its affidavit.
9. Compliance with Laws. Assignee covenants and agrees to fulfill and comply with all
statutes, ordinances, rules, orders, regulations, and requirements of any and all governmental bodies,
including, but not limited to, Federal, State, Miami -Dade County, and City governments, and any and all
of their departments and bureaus applicable to the Premises, and shall also comply with and fulfill all rules,
orders, and regulations for the prevention of fire, all at Assignee's own expense and responsibility.
Assignee shall pay to Assignor all costs, expenses, claims, fines, penalties, and damages that Assignor
incurs because of the failure of Assignee to comply with this section and shall indemnify and hold harmless
Assignor from all liability arising from any noncompliance to the extent required by the Lease.
10. Verification of Employment Eligibility (E-Verify). By entering this Assignment and at
all times during the Term of the Lease, Assignee becomes obligated to comply with the provisions of
Section 448.095, Florida Statute, titled "Verification of Employment Eligibility." This includes, but is not
limited to, utilization of the U.S. Department of Homeland Security's E-Verify System to verify the
employment eligibility of all newly hired employees by the Assignee effective, January 1, 2021, and
requiring all subcontractors working at Assignee's request on the premises subject to the Lease, to provide
an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an
unauthorized aliens. Failure to comply may lead to termination of the Lease, or if a subcontractor
knowingly violates the statute, the subcontract must be terminated immediately. Any challenge to
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termination under this provision must be filed in the appropriate court having jurisdiction no later than
twenty (20) calendar days after the date of termination. If the Lease is terminated for a violation of the
statute by the Assignee, the Assignee may be liable for any additional costs incurred by the Landlord
resulting from the termination of the Lease. Public and private employers must enroll in the E-Verify
System (http://www.uscis.gov/e-verify) and retain the I-9 Forms for inspection.
11. Antitrust Laws; Anti -Human Trafficking Laws. By entering into this Assignment, the
Assignee agrees to (a) comply with all antitrust laws of the United States and Section 787.06, Florida
Statutes, and (b) to comply with all anti -human trafficking laws of the United States and the State of Florida.
The Assignee shall execute and submit to the Landlord an Affidavit, of even date herewith, in compliance
with Section 787.06(13), Florida Statutes, attached an incorporated herein as Exhibit C.
12. Severability. If any term or provision of this Assignment is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other
term or provision of this Assignment or invalidate or render unenforceable such term or provision in any
other jurisdiction.
13. Lease in Full Force and Effect; Entire Agreement. Except as amended herein, all terms
and conditions of the Lease shall remain and continue in full force and effect and unmodified. This
Assignment shall be deemed a part of the Lease. This Assignment constitutes the entire agreement and
understanding between the parties with respect to the subject matter hereof.
14. Successors and Assigns. This Assignment is binding upon and shall inure to the benefit
of the parties hereto and their respective heirs, successors, and assigns.
15. Governing Law and Venue. This Agreement shall be governed by and construed under
the laws of the state of Florida, without regard to its conflicts of law principles. In the event of any dispute,
the courts located within Miami -Dade County, Florida.
16. Attorneys' Fees. In the event of any legal action, each party shall be responsible for their
own attorneys' fees, costs, and expenses.
17. Authority. Each party to this Agreement represents and warrants that the person signing
this Assignment on behalf of such party is a duly authorized representative of such party.
18. Electronic Signatures and Transmission; Counterparts. This Assignment may be
executed in one or more counterparts, including electronic counterparts, each of which shall be deemed to
be an original and all of which, when taken together, shall be deemed to constitute one Assignment binding
on all parties to the document. Each party agrees that the electronic signatures, whether digital or encrypted,
of the parties included in this Assignment are intended to authenticate this writing and to have the same
force and effect as manual signatures. Delivery of this Assignment, or any other document contemplated
hereby, bearing an original or electronic signature by facsimile transmission, by electronic mail in "portable
document format" (.pdf) form, or by any other electronic means intended to preserve the original graphic
and pictorial appearance of a document, will have the same force and effect as physical delivery of a paper
document bearing an original or electronic signature.
[Remainder of Page Intentionally Blank; Signature Page(s) Follow]
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IN WITNESS WHEREOF, the undersigned have executed this Assignment to be effective as of
the Effective Date.
A 1"1'hST:
By: • —
d Han
Date:
LANDLORD OR CITY:
CITY OF MIAMI, a municipal corporation
By:
rk James Reyes, L
APPROVED AS TO FORM AND
CORRECTNESS:
/i. W -e
George 1C. WysonIII
City Attorney
Page 1 of 7
ASSIGNEE:
SG LITTLE HAVANA LLC, a Florida limited liability
company
' -9
By:
Name:
Title: `C :C (4C. 5C" LMC-\2 c\ `(
See t-cW\f. \Am
[Signature Page to Assignment and Assumption of Lease and Landlord Consent]
Exhibit A
Lease
[Exhibit A, Page 1]
LEASE AGREEMENT
THIS LEASE AGREEMENT (hereinafter "Lease" or "Lease Agreement"), is made this J h 1
day of IJpuerrder, 2022 by and between AUYANTEPUY INVESTMENTS, LLC a Florida limited
liability company, (hereinafter called "Landlord") and SANPOCHO RESTAURANT INC, a Florida
Corporation (hereinafter called "Tenant") as joined by the Tenant's guarantor Amparo Valencia and
David MontieL
This lease substitutes the lease signed on October 1st, 2013 for certain premises located within
the building (the `Building") known as 901 & 925 SW 8th Street, Miami, FL 33130, consisting of
approximately 9,424 square feet of rentable space, which Landlord and Tenant hereby mutually agree to
terminate effective on the Commencement Date of this lease, as herein defined.
WITNF.SSETH:
1. Premises. T andlord hereby leases and demises unto Tenant, and Tenant hereby takes and
leases from Landlord, certain premises (hereinafter "The Premises") located within the building (the
"Building") known as 901 & 925 SW 86 Street, Miami, FL 33130, consisting of approximately 9,424
square feet of rentable space.
2. Term.
(a) This Lease shall be for the term of four (4) years. Commencing on December 1' , 2022 (the
"Lease Commencement Date" or "Commencement Date") and ending on November 30th, 2026. The
Tease Commencement Date will be acknowledged in accordance with Exhibit "A" attached hereto. The
Lease tens shall end on the last day of the last month of the fourth (4th) T rase year following the T Page
Commencement Date. Base Rent and any extra charges hereunder shall commence upon the Lease
Commencement Date. The Tenant shall have no right to extend the Tenn of this Lease.
(b) When the Commencement Date of this Lease has been determined, Tenant agrees, not later
than ten (10) days following the request of Landlord, to execute and deliver to Landlord, without charge,
a written declaration, in form satisfactory to Landlord: (i) ratifying this Lease; (ii) confirming the
commencement and expiration dates of this Lease; Oh) certifying that Tenant is in occupancy of the
Demised Premises and the date Tenant commenced operating Tenant's business therein; and (iv) that all
conditions under this Lease to be performed by Landlord have been satisfied, except such as shall be
stated in Exhibit "A" attached hereto.
3. Improvement of the Demised Premises. Intentionally Left Blank
4. Use. The Premises shall be used for the operation of Colombian food restaurant, bakery
serving typical Colombian for breakfast; lunch and dinner, service beer and wine, a mini market, a
lounge for entertainment purposes, and courier services. Tenant covenants and agrees that all times
during the term hereof the Demised Premises shall be used only for the said purpose.
5. Definition of "Term" and "Lease Year". Except where the context clearly requires
otherwise, the word "term", whenever used in this Lease with reference to the term hereof:, shall be
construed to include the original term. The words "Lease year", as used in this Lease, shall be construed
to mean each twelve (12) month period commencing on (i) the commencement of the rent if the rent
begins on the first day of a month, or (u) the fast day of the month following commencement of the rent
if the rent does not begin on the first day of a month; provided, however, that the period of the term, if
any, beginning after the end of the last full twelve (12) month Tease year of this Lease shall be deemed
to be a Lease year even though it comprises less than twelve months.
6. Rent and Security Deposit. Landlord reserves, and Tenant covenants to pay to Landlord
at cfo Esmir Palaoios, 3105 NW 107 Av Suite 438, Doral, FL 33172 or to any other location requested
by Landlord in writing, without right of offset and without prior demand therefore being made as rent
for the Demised Premises, and for the rights herein granted Tenant, a minimum rental (hereinafter
referred to as "minimum rent") of:
Two Hundred Eighty -Two Thousand Seven Hundred Twenty Dollars and Zero Cents ($282,720.00) per
annum in Year 1 calculated on the basis of $30.00 per square foot for the rentable space of 9,424 square
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feet as Base Rent, in equal monthly installments of TwentyThree Thousand Five Hundred Sixty Dollars
Zero Cents'($23,560.00) plus Common Area Expenses in the amount of $7,853.33 per month along with
the currently applicable sales tax for Miami -Dade County, Florida at 6.5% in the sum of $2,041.87 for a
total of Thirty -Three Thousand Four Hundred Fifty -Five Dollars and Twenty Cents ($33,45520),
payable on the first day of each month beginning on the Commencement Date. The rent and security
deposit schedule are further stated in Exhibit "B" attached hereto.
The Base Rent beginning on the fast day of year two (2) of the Lease shall be of $32 per square
foot for the rentable space, plus Common Area Expenses, and applicable sales tax for Miami Dade
County.
The Base Rent beginning on the first day of year three (3) of the Lease shall increase in
accordance with the Consumer Price Index ("CPP'), which shall mean that consumer price index
established by the Bureau of Labor Statistics of the United States Department of Labor or a minimum of
five percent (5%) annually whichever is higher from Year 2 under the Lease, plus Common Area
Expenses, and applicable sales tax for Miami Dade County.
The Base Rent beginning on the first day of year four (4) of the Lease shall increase in accordance
with the Consumer Price Index ("CM"), which shall mean that consumer price index established by the
Bureau of Labor Statistics of the United States Department of Labor or a minimum of five percent (5%)
annually whichever is higher from Year 3 under the Lease, plus Common Area Expenses, and applicable
sales tax for Miami Dade County.
'7. Late Payments. If any payment of Rent is not paid within five (5) days after such amount
is due, then in addition to the payment then due, Tenant shall immediately pay to Landlord a late charge
of Three Hundred Dollars ($300.00), with the Landlord expressly reserving all other rights and remedies
provided herein or by law in respect thereto. In the event that any check, bank draft, order for payment
or negotiable instrument given to Landlord for any payment under this lease shall be dishonored for any
reason whatsoever not attributable to Landlord, Landlord shall be entitled to make an administrative
charge to Tenant of One Hundred Dollars ($100.00). Tenant further agrees to pay any and all attoiney's
fees and court costs reasonably incurred by the Landlord in connection with the collection of any
delinquent rents, additional ieuts and/or for any breach under this lease by the Tenant as described
herein.
8. Utilities. Tenant shall be responsible to pay directly to the utility companies the cost of
gas, electricity, telephone, lighting systems, water, waste collection and treatment used in the Premises.
Tenant shall pay all "tap and impact" fees and charges for connection of utilities to the Leased Premises
and any and all security deposit charged by utility providers. Landlord shall not be liable for any
interruption of utilities unless solely due to the gross negligence or willful misconduct of landlord.
9. Real Estate Taxes.
(a) Landlord shall pay directly to the taxing authorities the amount of taxes and assessments
levied and assessed upon the Building, including the land and improvements comprising the Common
Areas (hereinafter `Faxes").
(b) Tenant shall not be responsible for any fine, penalty, interest or cost due to Landlord's
late payment or non-payment of Taxes, as long as Tenant timely paid Landlord its share of taxes. All
taxes assessed prior to but payable in whole or in installments after the Commencement Date, and all
taxes accessed during the term but payable in whole or in installments after this Lease terminates, shall
be adjusted and prorated, so that Tenant shall pay its pro rata share for the Lease term. Tenant's share of
real estate taxes shall be adjusted annually to reflect the actual real estate taxes incurred during the
preceding tax year. In the event the monthly installments are not sufficient to meet the actual expenses
for that tax year, Tenant shall pay a pro rata share of the additional amount within ten (10) days of
receipt of an invoice showing proof of the amount paid and calculation of the Tenant's portion thereof.
Any overpayments shall be adjusted annually and credited to the next amount due.
(c) Real Estate taxes shall be deemed as additional rent under the Lease and shall be payable
in equal monthly installments in advance without prior demand being made and without offset of any
kind. The amount due for Real Estate Taxes under the Lease shall be included within the amounts due
for Common Area Expenses as further defined and described in Section 10 of this Lease.
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(d) If for any reason whatsoever Landlord shall protest any such tax or assessment relating to
the Demised Premises, Tenant agrees to pay Landlord, as part of its pro rata charge for real estate taxes
as described above an amount equal to Landlord's costs relating to such protest only to the extent that
such tax or assessment is actually reduced.
(e) Tenant agrees to, and shall, pay to Landlord, before any fee, penalty, interest or cost is
added thereto for the non-payment thereof, any tax that may be levied, assessed or imposed, by way of
license or otherwise, upon the rent reserved herein and/or this Lease and/or the Demised Premises by
any governmental authority acting under any present or future law, statute, ordinance or the like.
10. Common Area Expenses.
(a) Landlord shall pay the costs ("Operating Costs") of major maintaining, operating, major
repairing, and insuring the Building and "Common Areas" (hereafter defined). The term "Operating
Costs" means all costs and expenses of every kind and nature paid or incurred by Landlord in operating,
managing, equipping, major repairing, and insuring all parking facilities, and all other common areas of
the Building. Operating Costs shall also include the Tenant's proportionate share of real estate taxes as
further provided for in Section 9 of this Lease. Such costs and expenses shall likewise include, but shall
not be limited to, water and sewer charges, storm water charges, premiums for liability, property
damage, fire (with "all risk" endorsement if applicable); all repairs to the Building including roof repairs
and all other equipment used in the operation of the Common Areas. Notwithstanding the actual amount
of Operating Costs these Operating Costs may have annual increases. ,—
(b) Tenant covenants and agrees to pay to Landlord as additional rent for each calendar year
during the term of this Lease, the minimum Operating Costs calculated at the time of signing this T ease
in the amount of $10.00 per square foot for the rentable space. The additional rent provided for in this
Paragraph shall be payable in equal monthly installments in advance without prior demand being made
and without offset of any kind. The Landlord will provide the Tenant with a written estimate of
operation expenses, insurance, property taxes and maintenance of the B julding. In case there is variation
in the Operations Cost Base due any increase in the operation expenses, insurance, maintenance and
property taxes. In any case, the Operating Cost shall not be less tlian $10.00 per square foot during the
term of this Lease. t
11. Furniture and Fixtures. Tenant agrees, at its own, cost and expense, to furnish the
Demised Premises with its furniture and trade fixtures. All fumiture and trade fixtures installed in the
Demised Premises by Tenant shall remain Tenant's property. Tenant agrees to repair (or to reimburse
Landlord for the cost of repairing) any damage to the Demised Premises occasioned by the installation
or removal of said trade fixtures.
12. Use of Common Areas. Tenant, its customers, employees and invitees shall have the right
to use and enjoy, in common with Landlord and other Tenants and their customers, employees, and
invitees, the approaches, entrances, exits and roadways and all other areas of the Building and property
intended for use by Landlord, tenants and their customers, employees and invitees (hereinafter
collectively called the "Common Areas") which Landlord agrees to provide for the reasonable operation
of the Building. Tenant covenants that, at all times during the term, it will maintain the Common Areas
in a good condition of repair. Anything in this paragraph to the contrary notwithstanding, Landlord
expressly reserves the right, from time to time, to construct buildings and/or enlarge existing buildings
on or over the Common Areas so long as the required number of minimum parking spaces shall be
available. Landlord shall have the right to use four (4) assigned parking spaces.
13. Landlord's Repairs and Right of Entry. Landlord covenants that it will, with reasonable
dispatch after being notified in writing by Tenant of the need thereof, make such repairs to the Common
Areas, outside utility lines, exterior of the Demised Premises (including the roof, gutters, downspouts
and outside walls) as may be nececaary to keep the same in a good condition of repair. Anything in the
foregoing to the contrary notwithstanding, Landlord shall have no liability whatsoeverfor damage or
injury to person or property occasioned by its failure to make any such repair (e.g., injury or damage to
property resulting from leaks caused by a defect in the roof, outside walls, gutters and/or downspouts)
unless, within a reasonable time after being notified in writing by Tenant of same, Landlord shall have
failed to make such repair and such failure shall not have been due to any cause beyond Landlord's
control, including, without limitation, strikes and/or inability to obtain materials and/or equipment at
reasonable prices, in which case rent shall abate until Landlord completes the repair or restores the
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interrupted service. Landlord, its agents (including Agent), employees and contractors, shall have the
right, from time to time, with reasonable notice, to enter and use insofar as may be necessary the
Demised Premises for the purpose of making any of the aforesaid repairs. Tenant shall not be entitled to
any reduction in rent or to any claim for damages by reason of any inconvenience, annoyance, and/or
injury to business arising out of any repairs made by Landlord pursuant to this paragraph.
Notwithstanding the foregoing, Landlord shall not be required to make any repairs where same were
made necessary by any act, omission or negligence of Tenant, or any subtenant, or their respective
employees, agents, invitees, or contractor, or by fire or other casualty or condemnation, except as
provided in Section 28.
14. Tenant's Repairs. Tenant covenants that it will, at all times during the term and at its own
cost and expense, keep in good repair and operating order the interior of the Demised Premises
including, without limitation, windows, doors, glass and all moldings, partitions, doors interior and
exterior, fixtures, furnishing, lighting, store signs of Tenant, equipment and all other components or
parts of the Demised Premises (which Landlord has not expressly agreed to maintain or repair) and
Building systems, to include electrical installations, ceilings, inside walls, carpeting and floor surface,
exterior entrances, exterior walls, sidewalks, lawn maintenance, plumbing, sprinklers, heating, air
conditioning, and ventilation systems and equipment, as may be necessary to keep the same in a good
condition of repair in a good and safe condition of repair and in good working order (malting such
renewals and replacements as may be necessary). Tenant also shall make and pay for all necessary
structural repairs to the exterior walls, foundations, load bearing items, plumbing pipes, and conduits
located inside and outside the Demised Premises and/or in the common areas, and necessary repairs to
sidewalks, malls, parking areas and curbs.
15. Final Inspection of the Premises. Final inspection by Landlord will be done prior to
Tenant's move out and no utilities will be disconnected until final inspection has been done and
documented. Tenant is to strange such inspection with the Property Manager prior to Tenant's move out
16. Tenant's Care of Sidewalks, etc. Tenant covenants and agrees that it will, at all times
during the term hereof, keep the Demised Premises and all Common Areas, including sidewalks,
adjoining the Demised Premises clean and free from obstruction, rubbish, and dirt. Tenant shall place all
trash, rubbish and garbage in a proper closed receptacle and shall pay all costs incident to the removal
thereof.
17. Tenant's Failure to Repair and Remove Debris. etc. Tenant agrees that if it fails to
perform any obligation placed upon it by either paragraph 14 or paragraph 16 of this Lease, Landlord, in
addition to other remedies provided by law and/or this Lease, may correct (or have corrected) the default
at the cost and expense of Tenant.
18. Miscellaneous -Covenants of Tenant. Tenant covenants that it will comply with all
Federal, State and/or municipal laws, ordinances and regulations relating to its business conducted in the
Demised Premises; it will be responsible for changing the locks, of the Demised Premises upon delivery
of possession; it will promptly pay for all electricity, gas, water and other utilities consumed on, and all
sewage disposal charges assessed against, the Demised Premises; it will not use the name of the
Building for any purpose other than as the address of its business to be conducted in the Demised
Premises; it will not use, or permit to be used, the Demised Premises for any illegal or immoral purpose;
it will conduct its business in such manner as will be in keeping with the character and reputation of the
Building; it will make every effort to work harmoniously with other tenants in the Building; it will
comply with all reasonable rules and regulations promulgated from time to time by Landlord for the
operation of the Building; it will not, without the prior written consent of Landlord (which shall not be
unreasonably withheld), cause or allow any advertising sign to be erected, installed, painted, displayed
or maintained on the etterior of the building of which the Demised Premises constitute a part; it will
keep all signs installed (with the consent of Landlord) on the exterior of the building of which the
Demised Premises constitute a part, freshly painted, in good repair and operating condition at. all times;
it will not without the prior written consent of Landlord: (i) make any alteration to any structural portion
of the Demised Premises, (ii) use or permit to be used any advertising medium or device such as a
phonograph, radio or public address system, and (iii) hold a fire, bankruptcy, going -out -of -business or
auction sale; and it will permit Landlord or its representatives (i) to enter the Demised Premises during
the last three (3) months of the term for the purpose of exhibiting the Demised Premises to prospective
Tenants, and (ii) to place a "For Rent" sign in a front show window during such period of time.
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19. Insects and Rodents. Tenant covenants that it will, at its own expense, take such steps as
shall be necessary to keep the Demised Premises free of termites, roaches, rodents, insects and other
pests and that it will save Landlord harmless from any damage caused thereby.
20. Fire Hazard. Tenant covenants that, without the prior written consent of Landlord, it will
not do anything which will increase the rate of fire insurance on the building of which the Demised
Premises constitute a part, and that if such consent is given, Tenant will pay Landlord the amount of the
increase in the cost of such insurance, as and when the premiums become due.
21. Care of Roof. Tenant agrees that it will not (directly or by sufferance) place any debris on
the roof of any building of which the Demised Premises constitute a part or cut, drive nails into or
otherwise mutilate the roof or penetrate roof in anyway without prior consent of Landlord, and that it
will keep the root gutters and downspouts free of all debris caused by its employees, contractors, agents
or invitees.
22. Condition on Termination. Tenant covenants that it will, upon the expiration or earlier
termination of this Lease, (a) deliver up to Landlord, peaceably and quietly, the Demised Premises in the
same good condition they are now in or shall hereafter be placed, ordinary wear and tear and damage by
casualty within the coverage of Landlord's standard "all risk" policy excepted, and (b) remove its trade
fixtures and/or signage from the Demised Premises and to repair promptly any damage caused by such
removaL
23. Improvements to Become Landlord's. Tenant agrees that all additions and other
improvements installed in the Demised Premises by it, including, without limitation, all electric wiring,
electric fixtures and floor coverings (including carpeting but excepting rugs) shall immediately become
the property of Landlord, and shall not be removed by Tenant at the expiration or earlier termination of
this Lease.
24. Indemnification and Release.
(a) Tenant's Indemnification. Tenant shall indemnify, defend and hold harmless Landlord and its
officers, directors, employees, attorneys and agents from and against any and all claims, demands,
causes of action, judgments, costs, expenses, and all losses and damages (including consequential and
punitive damages) arising from Tenant's use, maintenance or occupancy of the Premises or from the
conduct of its business or from any activity, work, or other acts or things done, permitted or suffered by
Tenant in or about the Premises, or arising from any breach or default in the performance of any
obligation on Tenant's part to be performed under the terms of this T.wase, or arising from any gross
negligence or willful or criminal misconduct of Tenant, or any officer, agent, employee, independent
contractor, guest, or invitee thereof, and from all costs, reasonable attorney fees and disbursements, and
liabilities incurred in the defense of any such claim or any action or proceeding which may be brought
against, out of or in any way related to this Lease. The provisions of this section shall survive the
expiration or earlier termination of this Lease.
(b) Neither Landlord nor its agents shall be liable for any damage to property entrusted to
employees of time Building, nor for loss of or damage to any property by theft or otherwise, nor for gas,
electricity, water or rain which may leak from any part of the Building or from any other place or
resulting from dampness or any other cause whatsoever, unless caused by or due to the negligence of
Landlord, its agents, servants, or employees.
25. Tenant's Insurance. At all times during the term of this Lease, Tenant will maintain at its
own cost with insurers with an A.M. Best rating of A /VII or better, a commercial general liability
insurance, fire and lightning extended coverage, vandalism and malicious, and all risk perils, worker's
compensation and plate glass insurance with combined single liability limits of not less than One
Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000) annual aggregate,
covering Tenant's activities and operations in the Premises, and property insurance covering Tenant's
personal property for its full replacement cost. Tenant's commercial general liability insurance shall
name Landlord as additional insured. Tenant covenants that certificates of all of the insurance policies
required under this Lease, and any renewals or replacements thereof; shall be delivered to Landlord
promptly upon demand. Tenant agrees that Landlord shall be provided with prior written notice of
cancellation of such policies.
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26. Landlord's Insurance. At all times during the term of this Lease, Landlord shall maintain
commercial general liability insurance in an amount at least equal to that required of Tenant under this
Lease covering Landlord's activities and operations in the Building, Common Areas or Premises. Any
premium increase due to Mobile Food Establishment operation on site shall be paid by Tenant.
27. Waiver of' Subrogation. Anything in this Lease to the contrary notwithstanding, Landlord
and Tenant hereby waive and release any rights of recovery, claims, actions or causes of action their
property and business interruption insurers may have against the other party or the other party's agents,
officers or employees for any loss or damage insured under the first party's property and business
interruption insurance coverage, regardless of cause .or origin, including the negligence of the other party
or the other party's agents, officers and employees. Each party is responsible for providing proper notice
of the terms of this mutual waiver to its respective property and business interruption insurers and
having its policies endorsed, if necessary, to prevent the invalidation of the insurance coverage or the
waiver itself.
28. Damage by Fire or Other Casualty. In the event the Demised Premises, or any part
thereof, shall be damaged by fire or other casualty during the term, Landlord agrees that it will restore
the Demised Premises, with reasonable dispatch, to substantially the same condition as at the time of
original construction of the Demised Premises using like kind materials, and if the Demised Premises
are rendered wholly or partially uninhabitable as a result of such damage, the mining rental payable
(including any additional rent) hereunder shall be equitably abated (according to the loss of use) during
the period intervening between the date of such damage and the date the Demised Realises are restored.
Anything in the foregoing to the contrary notwithstanding, if such damage occurs during the last year of
the term, and if such damage exceeds fifty percent (50%) of the then insurable value of the Demised
Premises, either Landlord or Tenant may terminate this Lease as of the date of such damage, by giving
to the other written notice of its intention so to do within thirty (30) days after the date such damage
occurs; provided, however, that if this Lease gives Tenant an option to extend the term and Tenant
extends the term of this Lease for one (1) year by exercising such option within thirty (30) days after the
time such fire or other casualty occurs, neither Landlord nor Tenant shall have the right to cancel this
tease. If this Lease is so terminated, the rental payable hereunder shall be abated as of the date of such
damage, and Tenant shall remove all of its property from the Demised Premises within thirty (30) days
after the notice of termination is given.
29. Mechanic's Liens. Tenant shall not permit any mechanic's, materialman's or any similar
lien for improvement to the Demised Premises to stand against any portion of the Demised Premises for
any labor performed or material furnished in connection with any work performed or caused to be
performed by Tenant. The Tenant is under the affirmative duty under this lease to notify any contractor
or any other party performing such lienable services to the Demised Premises of this provision in this
lease and failing to do so shall render any contract for such services voidable by said contractor at the
option of the contractor. If any such lien is filed against the Demised Premises, Tenant shall discharge
such lien by paying the amount secured thereby or providing a bond within twenty (20) days after it was
filed and if Tenant fails to do so Landlord may discharge the lien without inquiring into the validity
thereof and Tenant shall promptly reimburse Landlord for any amount so expended. If Tenant fails to
comply with this Section to include any reimbursements to Landlord upon demand, such non-
compliance shall be a default under this Lease entitling the Landlord for all remedies available to it
under the Lease.
30. Condemnation. In the event that the whole of the Demised Premises are taken by the
exercise of the power of eminent domain (or sold to the holder of such power, pursuant to a threatened
taking) this Lease shall terminate as of the date of such taking. In the event any portion of the Demised
Premises, or at least twenty percent (20%) in the aggregate, of the customer parking areas of the
Building, are taken by the exercise of the power of eminent domain (or sold to the holder of such power,
pursuant to a threatened taking), this Lease may, at the option of Landlord or Tenant, be terminated by
written notice given to the other within sixty (60) days after such taking or sale occurs. If this Lease is
not so terminated, Landlord covenants that it will, at its own expense, promptly after- the lapse of said
sixty (60) clays, repair such damage and do such work as maybe required to repair and rebuild Tenant's
building and/or the Common Areas, with the view to restoring the Demised Premises and/or the
Common Areas as nearly as may be to the condition they were in immediately prior to such taking;
provided, however, that whether ornotthis Lease is so terminated, the minimum rental payable
hereunder shall be equitably abated (according to the loss of use) from the date of such taking. Tenant
shall have no right in or to the proceeds of any award made in any such condemnation, but shall have the
6
right to its own award for relocation costs or leasehold improvements made by it (and not by Landlord).
31. Representations by Landlord. Landlord has represented that the permitted use of the
Demised Premises is in compliance with Federal, State and municipal laws and ordinances applicable to
the Demised Premises or the property of which the Demised Premises constitute a part (including,
without limitation, laws or ordinances relating to zoning or fire walls), and Tenant shall have the right to
terminate this Lease in the event the Demised Premises cannot be used by Tenant, in whole or in part,
for the purpose for which Tenant intends to use the same.
32. Assignment and Subletting. Tenant covenants that it will not assign this Lease, or sublet
or permit any other person to occupy part or all of the Demised Premises, except for an affiliate of
Tenant without submitting a request for subletting in writing to the and Landlord's prior r written consent
being granted for a sublease thereafter. If at any time during the term, Landlord has knowledge that a
person, firm or corporation other than Tenant is in possession of the Demised Premises without the
written consent of Landlord, Landlord may, at its option, at any time thereafter, by written notice to
Tenant, accept and treat such person, firm or corporation in possession as the assignee or sublessee of
Tenant, in which event both Tenant and such assignee or sublessee shall be obligated to observe and
perform all the covenants, conditions and provisions herein contained binding upon Tenant; provided,
however, that nothing herein shall affect Landlord's other remedies for Tenant's default by wrongful
assignment or subletting.
33. Subordination. This Lease is and shall be subject and subordinate to all ground leases, if
any, and to all first mortgages or first deeds of trust which may now affect the Demised Premises, the
land on which the Demised Premises are situated the Common Areas or the Building, and to all
renewals, modifications and extensions thereof and shall be, at Landlord's election, subject and
subordinate to all ground leases and any or all first mortgages or Era deeds of trust which may hereafter
affect the Demised Premises, the land on which the Demised Premises are situated, the Common Areas
or the Building, and to all renewals, modifications and extensions thereof. The foregoing provisions
shall be self -operative as to existing ground leases, first mortgages and first deeds of trust, and shall,
upon the election of Landlord, be self -operative as to future ground leases, first mortgages and first
deeds of trust, and no further instrument of subordination shall be required for the purpose; provided,
however, that in confirmation of such subordination, Tenant shall, upon request of the Landlord, execute
and deliver, in recordable form, any instrument of subordination reasonably requested by Landlord
Tenant farther agrees to execute an agreement subordinating this Lease to junior mortgages and deeds of
trust, upon the request of Landlord and upon the written consent of the beneficiaries of all mortgages or
deeds of trust senior thereto. Anything in the foregoing to the contrary notwithstanding, in the event of a
foreclosure under any such mortgage or deed of trust, or the termination of any such ground lease, the
holder of the note secured by such mortgage or deed of trust, the purchaser at such foreclosure sale or
the Landlord under such ground lease shall recognize this Lease and this Lease shall continue in full
force and effect and Tenant shall attom to Landlord. Any such mortgage or deed of trust may at any
time, at the request of the holder of the note secured thereby, be subordinated to this Lease.
34. Default and Remedies. In the event Tenant shall default in the payment of any installment
relent herein reserved and such default shall not be remedied, within three (3) days after written notice
thereof shall have been given by Landlord to Tenant, or in the event the business being conducted on the
Demised Premises shall at any time be substantially terminated and Tenant fails to pay rent during such
time, or in the event Tenant shall default in the payment of any installment of rent herein reserved, or in
the event Tenant shall default in the performance of any of the tern, covenants, conditions or
provisions herein contained binding upon Tenant and such default shall not be remedied, within thirty
(30) days after written notice thereof shall have been given by Landlord to Tenant, or in the event
Tenant shall be adjudicated a bankrupt or shall become insolvent or shall make a general assignment for
the benefit of its creditors, or in the event a receiver shall be appointed for Tenant or a substantial part of
its property and such receiver is not removed within ten (10) business days after appointment, Landlord
shall to have the right (in addition to all other rights and remedies provided by law) to reenter and take
possession of the Demised Premises, peaceably or by force, to terminate this Lease and to remove any
property therein, without liability for damage to, and without obligation to store, such property. In the
event of such termination, Landlord may in its reasonable discretion relet the Demised Premises, or any
part thereof, from time to time, in the name of Landlord or Tenant, without further notice, for such term
or terms, on such conditions, and for such uses and purposes, as Landlord, in its reasonable discretion,
may determine, and may collect and receive all rents derived therefrom and apply the same, after
deduction of all appropriate expenses (including, without limitation, leasing commissions, the cost of
readying the Demised Premises for reletting; attorneys' fees and other costs of collection) to -the payment
of the rent payable hereunder, Tenant remaining liable for any failure to so relet the Demised Premises
or any part thereof, or for any failure to collect any rent connected therewith.
Landlord shall have the right without terminating or canceling this Lease to declare all amounts
and rents due under this Lease for the remainder of the existing term (or any applicable extension or
renewal thereof) to be immediately due and payable.
The Landlord, in addition to other rights and remedies it may have, shall have the right to
remove all or any part of the Tenant's property from said premises and any property removed may be
stored in any public warehouse or elsewhere at the cost of, and for the account of Tenant and the
Landlord shall not be responsible for the care or safekeeping thereof; and the Tenant hereby waives any
and all loss, destruction and/or damage or injury which may be occasioned by any of the aforesaid acts.
If after proper notice to Tenant, such property is not claimed by Tenant within thirty (30) days from said
notice. Landlord has the right to sell the property.
In addition, Landlord shall have all rights and remedies available to it under Florida Statutes
Chapter 83 —LANDLORD AND TENANT NONRESIDENTIAL TENANCIES.
35. Estoppel Certificate. Within ten (10) business days after written request of Landlord,
Tenant shall certify by a duly executed and .acknowledged written instrument to any mortgagee or
purchaser, or proposed mortgagee or proposed purchaser, or any other person, firm or corporation
specified by Landlord, as to the validity and force and effect of this Lease, as to the existence of any
default on the part of any party thereunder, as to the existence of any onsets, counterclaims, or defenses
thereto on the part of Tenant, and as to any other matters as may be reasonably requested by Landlord,
all without charge and as frequently as Landlord deems necessary. Tenant's failure or refusal to deliver
such statement within such time shall be conclusive upon Tenant (i) that this Lease is in full force and
effect, without modification except as may be represented by Landlord, (ii) that there are no uncured
defaults in Landlord's performance or obligations hereunder, and (ill) that not more than one month's
installment of minimum rent has been paid in advance of the due date.
36. No Waivers. Any failure of either party hereto to insist upon strict observance of any
covenant, provision or condition of this Lease in any one or more instances shall not constitute or be
deemed a waiver, at that time or thereafter, of such or any other covenant, provision or condition of this
Lease.
37. Notices. Any notice herein provided for to be given to Landlord shall be deemed to be
given if and when posted in United States registered or certified mail, postage prepaid, or when
deposited with a recognized overnight delivery service, addressed to Auyantepuy Investments LLC at
3105 NW 107 Av Suite #438, Doral, FL 33172, and any notice herein provided for to be given to Tenant
shall be deemed to be given if and when posted in United States registered or certified mail, or when
deposited with a recognized overnight delivery service, addressed to Tenant at the Demised Premises or
posted on the Demised Premises.
38. Quiet Enjoyment Subject to the terms, covenants and conditions set forth in this Lease,
and further subject to any ground lease, mortgage or deed of trust to which this Lease is or shall be
subordinate, Landlord covenants that Tenant shall have and enjoy quiet and peaceable possession of the
Demised Premises during the term hereof
39. Short Form Lease. This Lease may not be recorded.
40. Signs. Tenant shall have the privilege, subject to the prior written approval of Landlord
and in accordance with criteria established by Landlord only from time to time, of placing on the
Demised Premises such signs as it deems necessary and proper in the conduct of its business, provided
the Tenant pays all costs associated with the erection, maintenance and operation of any and all such
signs. Tenant agrees to hold Landlord harmless from any and all losses, damages, claims, suits or actions
for any damage or injury to the person or property caused by the erection, maintenance and operation of
such signs or parts thereof.
41. Pronouns. Every pronoun used in this Lease shall be construed to be of such number and
gender as the context shall require.
8
42. Marginal Headings. The headings appearing on the margin of this Lease are intended
only for convenience of reference, and are not to be considered in construing this instrument.
43. Successors and Assirts. This Lease and all the terms, covenants, conditions and
provisions herein contained, shall be binding upon and cl,all inure to the benefit of the parties hereto and
their respective personal representatives, heirs, successors and (if and when assigned in accordance with
the provisions hereof) assigns. If Landlord transfers its interest in this Lease, it shall not be relieved of
its obligations hereunder unless the successor landlord accepts said obligations in writing.
44. Occupancy. If Tenant is unable to obtain possession of the Demised Premises at the
beginning of the term hereof due to any act or condition such as construction delays or the failure of the
prior Tenant to vacate the Demised Premises, Landlord shall not be liable to Tenant or any other person,
firm or corporation for any loss or damage resulting therefrom, and this Lease shall not be affected
thereby in any way, but the rent payable hereunder shall be proportionately abated until the Demised
Premises are available for occupancy by Tenant.
45. Holding Over. Intentionally Left Blank
46. Hazardous Materials.
(a) As used herein, the term "Hazardous Material" shall mean any substance or material which
has been determined by any state, federal or local governmental authority to be capable of posing a risk
of injury to health, safety or property, including all of those materials and substances designated as
hazardous or toxic by the city in which the Premises are located, the U.S. Environmental Protection
Agency, the Consumer Product Safety Commission, the Food and Drug Administration, or any other
governmental agency now or hereafter authorized to regulate materials and substances in the
environment.
(b) Landlord represents and warrants, to the best of its knowledge, there are no Hazardous
Materials existing on the Premises as of the Lease Commencement Date, and Landlord shall indemnify,
defend hold harmless Tenant against any claims, suits, causes of action, costs, fees, including attorneys
fees and costs, arising out of or iri connection with any clean-up - work, inquiry or enforcement
proceeding in connection therewith.
(c) Tenant agrees not to introduce any Hazardous Material in, on or adjacent to the Premises
without (i) providing Landlord with thirty (30) days prior written notice of the exact amount, nature, and
manner of such Hazardous Material, and (ii) complying with all applicable federal, state and local laws,
rules, regulations, policies and authorities relating to the storage, use or disposal, and clean-up of
Hazardous Materials, including, but not limited to, the obtaining of proper permits.
(d) Tenant shall immediately notify Landlord of any inquiry, .test, investigation, or enforcement
proceeding by or against Landlord or the Premises concerning a Hazardous Material. Tenant
acknowledges that Landlord, as the owner of the Premises, shall have the right, at its election, in its own
name or as Landlord's agent, to negotiate, defend, approve, and appeal any action taken or order issued
with regard to a Hazardous Material by an applicable governmental authority.
(e) If Tenant's storage, use or disposal of any Hazardous Material in, on or adjacent to the
Premises results in any contamination of the Premises, the soil or surface or groundwater requiring
remediation under federal, state or local statutes, ordinances, regulations or policies, Tenant agrees to
clean-up the contamination. Tenant further agrees to indemnify, defend and hold Landlord harmless
from and against any claims, suits, causes of action, costs, fees, including attomeys' fees and costs,
arising out of or in connection with any clean-up work, inquiry or enforcement proceeding in connection
therewith, and any Hazardous Materials currently or hereafter used, stored or disposed of by Tenant or
its agents, employees, contractors or invitees on or about the Premises.
(f) Tenant shall surrender the Premises to Landlord upon the expiration or earlier termination of
this Lease free of Hazardous Materials and in a condition which complies with all governmental statutes,
ordinances, regulations and policies, recommendations of consultants hired by Landlord, and such other
reasonable requirements as may be imposed by Landlord
(g) Both parties' obligations under this article 46 shall survive termination of this Lease.
9
47. Entire Agreement. This Lease and the Exbthits, Riders and/or Addenda if any attached
and signed by the parties, set forth the entire agreement between the parties. Any prior conversations or
writings are merged herein and extinguished. No subsequent amendment to this Lease shall be binding
upon Landlord or Tenant unless reduced to writing and signed. If any provision contained in a Rider or
Addenda is inconsistent with a provision of this Lease, the provision contained in said Rider or Addenda
shall supersede the Lease provision.
48. Compliance with American with Disabilities Act of 1990. Tenant aha1l comply with all
laws, rules, and regulations in connection with the Americans with Disabilities Act of 1990, as amended
(the "ADA"). If the ADA requires that action be taken with respect to the leased premises (not including
the Common Areas), including without limitation removing barriers and altering the leased premises in
accordance with the ADA Accessibility Guidelines, such action shall be taken by Tenant.
49. Option to Renew. Intentionally Left Blank
50. Compliance with Governmental Laws and Regulations. Nothing contained in this Lease,
or in any consent or approval granted by the Landlord under this Lease, shall imply or warrant that the
Premises are suitable for the purposes .of the Tenant or for any purpose or that any use thereof is
authorized and or permitted under the applicable federal, estate, county or municipal regulations and
ordinances for the purpose permitted by this Lease or any purpose subsequently permitted. Tenant
acknowledges that Tenant is leasing the Premises "as is" without any warranty or representation and that
Landlord has not made, and is not hereby making, any warranties or representations pertaining to the
physical condition of the Premises, any part thereof or any improvements thereon. By entry hereunder
Tenant accepts the Premises as being in good, sanitary order, condition, and repair_ Landlord has not
made, and does not make, any warranty or representation that the Premises are zoned or otherwise
permitted for the uses or purposes intended by Tenant. Tenant is solely responsible for obtaining all
business and use permits which may be required for its business and the use of the Premises for its
purposes. Tenant, at its sole cost and expense, shall comply with and shall cause the Premises to comply
with all federal, state, county, municipal and other governmental statues, laws, rules, orders, regulations
and ordinances affecting the Premises or any part thereof, or the use thereof; including, but not limited
to, those which require the making of any structural, unforeseen or extraordinary changes, whether or
not any such statutes, laws, rules, orders, regulations and/or ordinances which may be hereafter enacted
involve a change of policy on the part of the governmental body enacting the same.
51. Mobile Food Establishment. Tenant may operate during the Term of this Lease, at its
own cost. expense, risk and responsibility; and subject to compliance all applicable laws, rules and
regulations, a Mobile Food Establishment (hereinafter "MFE") to prepare and provide food services for
the Premises provided that (i) the authorization to operate a MFE shall be limited to one (1) MFE, which
shall at all times be owned and operated by Tenant, (ii) the location within the parking areas of the
property where the MFE may park ("Food Vendor Area') and the hours during -which the MFE may be
operating at the property shall strictly comply with applicable regulations, (iii) Tenant shall comply with
all laws, orders, regulations, rules, and ordinance of any governmental department or agency relating to
the Tenant's use. Tenant shall provide Landlord as soon as it is available a current copy of the
"Commissary Letter of Agreement" from Florida Department of Agriculture and Consumer Services,
(iv) Tenant shall deliver certificate of general liability insurance with broad form extension and
contractually liability endorsement relating to the MFE and the Food Vendor Area, and shall name
Landlord as an additional insured, (v) Tenant shall be responsible, at Tenant's sole cost, for ensuring
that the Food Truck Area rem& ns free of and debris and trash while, and immediately following, the
MFE is in the Food Vendor Area, (vi) the MFE shall not interfere with the use of the property by any
other tenants of the property, and (vii) Tenant shall indemnify, defend and hold harmless Landlord and
its officers, directors, employees, attomey's and agents from and against any and all claims, demands,
causes of action, judgments, cost, expense, and all losses and damage in connection with such MFE's
activities at the property. In the event of MFE causes any damage to the property, Landlord shall have
the right to immediately remove such MFE from the property. Tenant understands and agrees that any
limitations or prohibitions, to operate a MFE on the leased property, whether temporary or permanent,
whether total or partial, which may exist at the time of execution of this lease or may become effective
at a later date, shall not affect in any way the conditions of the lease, including but not limited the term
of the lease or the rent, which shall remain in full effect. Tenant hereby waives any rights it may have in
law or equity to seek rent abatement, the shorteningof the lease term or any other changes in the
provisions of the lease, in the event any of such limitations or prohibitions, to operate an MFE on the
leased property exist or become effective. Tenant shall be fully responsible for the acts of any MFE
10
and/or in connection with any of the rights granted to MFE under this section. Throughout the term of
the lease, Tenant may not engage third party mobile food service vendors ("Food Vendors") to provide
food services at the premise unless and until authorized by Landlord, at Landlord's sole discretion.
Tenant shall promptly notify Landlord of any complaints, in any form and or any reason received from
any person or government entity concerning or arising from MFE, including but not limited to its the
presence and operation.
52. Severability. If any part of this Agreement is declared invalid for any reason, such shall not
affect the validity of the rest of the Agreement. The other parts of this Agreement shall remain in effect
as if this Agreement had been executed without the invalid part. The parties declare that they intend and
desire that the remaining partsofthis Agreement continue to be effective without any part or parts that
have been declared invalid.
53. Time is of the Essence: Days or Months Reference. Time is of the essence of this Lease.
Unless specifically provided otherwise, all references to teens of days or Months shall be construed as
references to calendar days and/or calendar months, respectively.
54. Attorneys' Fees. if Landlord and Tenant litigate any provision of this Lease in a court of
competent jurisdiction, the unsuccessful litigant will pay to the successful litigant all costs and expenses,
including reasonably atteimey's' fees and court costs, incurred by the successful litigant at trial and on
any appeal which shall be fixed by such court. If, without fault, either Landlord or Tenant is made a
party to any litigation instituted by or against the other, the other will indemnify the faultless one against
all loss, liability, and expense, including reasonably attorneys' fees and court costs, incurred by it in
connection with such litigation which shall be fixed by the court.
55. Waiver of Jury Trial. It is mutually agreed by and between Landlord and Tenant that the
respective parties hereto shall and they hereby do waive trial by jury in any action, proceeding or
counterclaim brought by either of the parties hereto against the other concerning any matters whatsoever
arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant,
Tenant's use or occupancy of the Premises; and/or any claim of injury or damage.
56. Choice of Law. This lease shall be governed, construed, and enforced in
accordance with the laws of the State of Florida, without regard to its conflict of laws rules.
57. Venue. The parties hereto irrevocably and unconditionally consent to the
jurisdiction of any court of competent jurisdiction in the Courts of Miami -Dade County, Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Lease.
LANDLORD:
AUYANTEPU 1 .,
a Florida 1'
WITNESS (Please sign name)
(Ple
(Please pri1 Se
nt name)
By:
Name:
Title:
Date:
11
Chu
TENANT:
SANPOCHO RESTAURANT, INC
a Florida corporation
By: . �,,.,� �-� . By:
Name: . Name:
Title: O» 2 . Title:
Date: /I ..30 ( 22. Date:
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12
EXHIBIT "A"
RENT COMMENCEMENT
AND
ACCEPTANCE OF OCCUPANCY
TENANT: SANPOCHO RESTAURANT, INC
LANDLORD: AUYANTEPUY INVESTMENTS, LLC
PREMISES: 901 & 925 SW STA Street, Miami, FL 33130
DATE OF ORIGINAL LEASE: 11 f i J W 2
This Rent Commencement and Acceptance of Occup is executed by Tenant and Landlord
pursuant to the provisions of the Lease referenced above. All terms capitalized but not defined herein
shall have the respective meanings ascribed to them in the Lease.
1. Tenant acknowledges that it has inspected the Premises and finds same to be suitable for
delivery to Tenant
2. Tenant and Landlord hereby agree that the actual Lease Commencement Date shall be
December 15", 2022 and that the initial lease Term shall expire on November 30th, 2026.
3. Tenant and Landlord hereby agree that the Rent Cotritnencement date shall be December
1st, 2022 and the Rent shall commence as gf such date.
Executed this ,/ day of Nove er, 2022
LANDLORD:
TENANT:
AUYANTEPUY INVESTMENTS, LLC
a Florida limited liability company
By:
Name:
Title:
SANPOCHO RESTAURANT, INC
a Florida corneiiation
By:
Nam
Tit]
SANPOCHO RESTAURANT, INC
a Florida corporation
By:
Name:
Title:
13
41110
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EXHIBIT "B"
RENT SALES TAX AND
SECURITY DEPOSIT
1. Initial Base Rental and Sales Tax amounts for Years 1 through 4 as described in Section 6
of the Lease are as follows:
Year 1 $282,720 — (Annual Rent) and $23,560.00 (Monthly rent);
Year 2 $301,568 — (Annual Rent) and $25,130.67 (Monthly rent);
Year 3- 4 Base Rent shall increase in accordance with the Consumer Price index ("CPT"),
which shall mean that consumer price index established by the Bureau of Labor Statistics of the United
States Department of Labor or a minimum of five percent (5%) annually whichever is higher as stated in
Section 6 of the Lease.
2. Tenant shalt also be responsible for payment of Florida Sales Taxes in effect at that time.
3. In addition, Tenant shall also be responsible for payment of all Operating Costs (CAM),
real estate taxes and sales tax under the Lease as described herein during the term of this Lease and as
described in the Lease.
4. Landlord is holding $16,050.00 from the prior Lease. Tenant shall immediately upon
signing this Lease increase the security deposit under the lease by paying the Landlord the sum of
$15,363.33. The total deposit under the Lease upon the execution of this Agreement shall be the sum of
S31,413.33 subject to the terms and conditions of this Lease.
0•46
day of No tuber, 2022.
AGREED AND ACCEPTED this
LANDLORD: AUY NTS, LLC
a Florida lint
By: i>
Title:
TENANT: SANPOCHO RESTAURANT, INC
a Florida corpojaf'jon
By:
Name:
Title:
By:
Name:
Title:
14
EDIT "C"
GUARANTY AGREEMENT
This LEASE GUARANTY ("Guaranty") is attached to and made a part of that certain
AGREEMENT dated on November2022 (said lease and any modifications, renewals, or
expansions thereof are sometimes hereinafter collectively referred to as the "Lease"),
between AUYANTEPTJY INVESTMENTS, LLC, a Florida limited liability company
(Landlord") and SANPOCHO RESTAURANT, INC, a Florida corporation ("Tenant"),
covering the premises commonly known as 901 & 925 SW 8th Street; Miami, Florida 33130
('Premises"). Unless specifically defined herein, the capitalized terms used in this Guaranty
shall have the same definitions as set forth in the Lease. The provisions of this Guaranty shall
supersede any inconsistent or conflicting provisions of the Lease.
1. Guaranty. As an essential inducement to the granting of the Lease from Landlord
to Tenant, Amparo Valencia and David Montiel (Guarantors") hereby guarantees
unconditionally to Landlord the timely payment and performance of all rent, charges, and
obligations of Tenant under the Lease and all other documents evidencing or securing the
obligations under such Lease (collectively, the "Guarantied Obligations"). This Guaranty shall
be a continuing guaranty and the liability of Guarantor hereunder shall in no way be
affected, modified or diminished by reason of the assignment, renewal, modification,
expansion or extension of the Lease or by reason of any modification or waiver of or change
in any terms, covenants or provisions of the Lease. Guarantor acknowledges covenants and
agrees that this Guaranty shall survive the termination of the Lease and shall continue in fall
force and effect with respect to any of Tenant's obligations under the Tease which are not
performed upon and which survive the termination of the Lease.
2. Rights of Landlord. Guarantor authorizes Landlord at any time in its discretion to
alter any of the terms of the Guarantied Obligations, to take and hold any security for the
Guarantied obligations, and to accept additional or substituted security, to subordinate,
compromise or release any security, to release Tenant of its liability for all or any part of the
Guarantied Obligations, to participate in any settlement offered by Tenant or any guarantor,
whether in liquidation, reorganization, receivership, bankruptcy or otherwise, to release,
substitute or add any one or more guarantors or endorsers, and to assign this Guaranty in whole
or in part. Landlord may take any of the foregoing actions upon any terms and conditions as
Landlord may elect, without giving notice to Guarantor or obtaining the consent. of Guarantor
and without affecting the liability of Guarantor to Landlord.
3. Independent Obligations. Guarantor's obligations under this Guaranty are
independent of those of Tenant or of any other guarantor. Landlord may bring a separate action
against Guarantor without first proceeding against Tenant or any other person or any security
held by Landlord and without pursuing any other remedy. Landlord's rights under this Guaranty
shall not be exhausted by any action of Landlord until all of the Guarantied obligations have been
fully performed.
4. Waiver of Defenses. Guarantor waives:
4.1 any right to require Landlord to proceed against the Tenant or any other person or
any security now or hereafter held by the Landlord or to pursue any other remedy whatsoever.
4.2 any defense based upon any legal disability of Tenant or any guarantor, or any
discharge or limitation of the liability of Tenant or any guarantor to Landlord, or any restraint or
stay applicable to actions against Tenant or any other guarantor, whether such disability,
discharge, limitation, restraint or stay is consensual, or by order of a court or other governmental
authority, or arising by operation of law or any liquidation, reorganization, receivership,
bankruptcy, insolvency or debtor -relief proceeding, or from any other cause;
4.3 presentment, demand, protest or notice of any kind:
4.4 any defense based upon the modification, renewal, extension or other alteration of
the Guarantied Obligations, or of the documents executed in connection therewith;
15
4.5 any defense based upon the negligence of Landlord, including, without limitation,
the failure to record an interest under a lease, sublease, or deed of trust, the failure to perfect any
security interest, or the failure to file a claim in any bankruptcy of the Tenant;
4.6 any defense based upon a statute of limitations to the fullest extent permitted by
law and any defense based upon Landlord's delay in forcing this Guaranty;
4.7 all rights of subrogation, reimbursement, indemnity, all rights to enforce any
remedy that Landlord may have against Tenant, and all rights to participate in any security held
by Landlord for the Guarantied obligations, until the Guarantied Obligations have been
performed in fall, and any defense based upon the impairment of any subrogation,
reimbursement or indemnity rights that Guarantor might have;
4.8 any defense based upon or arising lout of any defense which Tenant may have to
the performance of any part of the Guarantied obligations, other than the defense of prior
material breach by Landlord of any of its dependent covenants thereto;
4.9 any defense based upon the death, incapacity, lack of authority or termination of
existence or revocation hereof by any person or entity or persons or entities, or the substitution of
any party hereto; and
4.10 any defense based upon or related to Guarantor's lack of knowledge as to Tenants
Financial condition.
5. Tenant's Financial Condition. Guarantor is relying upon its own knowledge and is
fully informed with respect to Tenant's financial condition. Guarantor assumes full responsibility
for keeping fully informed of the financial condition of Tenant and all other circumstances
affecting Tenant's ability to perform its obligations to Landlord, and agrees that Landlord will
have no duty to report to Guarantor any information which Landlord receives about Tenant's
financial condition or any circumstances bearing on Tenant's ability to perform.
6. Impairment of Subrogation Right. Upon a default of Tenant, Landlord may elect to
foreclose nonjudicially (to the extent not prohibited by law) or judicially against any real or
personal property security it holds for the Guarantied obligations or any part thereof, or exercise
any other remedy against Tenant or any security. No such action by Landlord will release or limit
the liability of Guarantor, even if the effect of that action is to deprive Guarantor of the right or
ability to collect reimbursement from or assert subrogation, indemnity or contribution rights
against Tenant or any other guarantor for any sums paid to Landlord, or to obtain reimbursement
by means of any security held by Landlord for the guaranteed obligations.
7. Default.
7.1 Each of the following shall constitute a default of Guarantor under this Guaranty:
(a) the failure of Guarantor to perform any of its obligations under this Guaranty; (b) the
commencement of any bankruptcy, insolvency, arrangement, reorganization, or other debtor -
relief proceeding under any federal or state law by Tenant or Guarantor, whether now existing or
hereafter enacted; or (c) the occurrence of a default by Tenant under the Lease or the failure of
any representation or warranty contained herein or in the Lease to be accurate and complete.
7.2 Upon an occurrence of a default under this Guaranty as specified above. Landlord
may, at its option, without notice or demand upon Guarantor or Tenant, declare the Guarantied
obligations (or such portion thereof as may be designated by Landlord) immediately due and
payable by Guarantor to Landlord.
8. Costs and Expenses. Guarantor agrees to pay Landlord's reasonable out-of-pocket
costs and expenses, including but not limited to legal fees and disbursements, incurred in any
effort to collect or enforce any of the Guarantied obligations or this, Guaranty, whether or not
any lawsuit is filed, and in the representation of Landlord in any insolvency, bankruptcy,
reorganization or similar proceeding relating to Tenant or Guarantor. Until paid to Landlord,
such sums will bear interest from the date such costs and expenses are incurred at the rate set
forth in the Lease for past due obligations.
16
9. Reinstatement. The liability of Guarantor hereunder shall be reinstated and revived,
and the rights of Landlord shall continue, with respect to any amount at any time paid on account
of the Guarantied Obligations which Landlord shall thereafter be required to restore or return in
connection with the bankruptcy, insolvency or reorganization of Tenant or otherwise, all as
though such amount had not been paid.
10. Subordination. Any indebtedness of Tenant to Guarantor now or hereafter existing
shall be, and such indebtedness hereby is, deferred, postponed and subordinated to payment and
performance of the Guarantied Obligations. Any payment made to Guarantor by Tenant or any
third party with respect to the indebtedness subordinated hereunder while any Guarantied
obligations remain outstanding shall be held in trust by Guarantor for the benefit of Landlord and
shall be turned over to Landlord immediately upon receipt thereof. Any lien, charge or claim
which Guarantor now has or hereafter may have on or to any real or personal property of tenant,
including without limitation, any real property subject of the Lease, the personal property located
thereon, any rights therein and related thereto, and the revenue and/or . income realized there
from, and security for any loans, advances or other indebtedness of Tenant to Guarantor shall be,
and any such lien, claim or charge hereby is, subordinated to the payment and performance of the
Guarantied obligations.
11. Representations and Warranties. Guarantor, and each of them individually, makes
the following representations and warranties, which shall be deemed to be continuing
representations and warranties until payment and performance in full of the Guarantied
Obligations:
11.1 Guarantor has all the requisite power and authority to execute, deliver and be
legally bound by this Guaranty on the terms and conditions herein stated;
11.2 Guarantor has all the requisite power and authority to transact any other business
with Landlord as necessary to fulfill the terms of this Guaranty;
11.3 This Guaranty constitutes the legal, valid and binding obligations of Guarantor
enforceable against Guarantor in accordance with its terms;
11.4 Neither the execution and delivery of this Guaranty nor the consummation of the
transaction contemplated hereby will, with or without notice and/or lapse of time, constitute a
breach of any of the terms and provisions of any note, contract, document, agreement or
undertaking, whether written or oral, to which Guarantor is a party or to which Guarantor=s
property issubject, accelerate or constitute any event entitling the holder of any indebtedness of
Guarantor to accelerate the maturity of any such indebtedness, conflict with or result in a breach
of any writ, order, injunction or decree against Guarantor of any court or governmental agency or
instrumentality, or conflict with or be prohibited by any federal, state, local or other
governmental law, statute, rule or regulation;
11.5 No consent of any other person not heretofore obtained and no consent, approval
or authorization of person or entity is required in connection with the valid execution, delivery or
performance be Guarantor of this Guaranty; and
11.6 Neither this Guaranty nor any other statement furnished by Guarantor to Landlord
in connection with the transactions contemplated hereby contains any untrue statement of
material fact or omits to state a material fact necessary in order to make the statements contained
herein or therein true and not misleading.
12. Joint and Several Liability. The obligations and promises set forth herein shall be
the joint and several undertakings of each of the persons executing this Guaranty as a Guarantor.
Landlord may proceed hereunder against any one or more of said persons without waiving its
rights to proceed against any of the others.
13. Inducement Guarantor acknowledges that the undertaking given hereunder is
given in consideration of Landlord entering into the Lease and that Landlord would not
consummate the Lease but for the execution and delivery of this Guaranty.
17
v
14. Miscellaneous. No provision of this Guaranty or Landlords rights hereunder can be
waived or modified nor can Guarantor be released from its obligations hereunder except by a
writing executed by Landlord. No such waiver shall be applicable except in the specific instance
for which given. No delay or failure by Landlord to exercise any right or remedy against Tenant
or Guarantor will beconstrued as a waiver of that right or remedy. All remedies of Landlord
against Tenant and Guarantor are cumulative. The invalidity or unenforceability of any one or
more provisions of this Guaranty will not affect the validity or enforceability of any other
provision. This Guaranty shall be governed by and construed under the internal laws of the State
in which the Premises is located The provisions of this Guaranty will bind and benefit the heirs,
executors, administrators, legal representatives, successors and assigns of Guarantor and
Landlord. The term ATenant@ will mean both the named Tenant and other person or entity at
any time assuming or otherwise. becoming primarily liable for all or any part of the Guarantied
obligations. The term "Landlord" will mean both the Landlord named herein and any future
owner or holder of the Lease, or any interest therein. This Guaranty constitutes the entire
agreement between Guarantor and Landlord with respect to its subject matter, and supersedes all
prior or contemporaneous agreements, representations and understandings. All headings in this
Guaranty are for convenience only and shall be disregarded in construing the substantive
provisions of this Guaranty.
WITNESSES:
Signature
Print Name:
Signatur
Print Name:
$'r Igo dela:e.ce�
18
GUARANTOR(S):
By: , 0,0 ()Ate.,
1
EXHIBIT "D"
RULES AND REGULATIONS
Pursuant to Section 18 of the Lease, the following Rules and Regulations are
incorporated into the Lease:
1. Parkin: Tenant shall be entitled to that minimum amount of parking spaces
prescribed by government regulations then currently in effect. Tenant appoints Landlord as
its attorney -in -fact to remove all vehicles which are improperly parked. Disabled vehicles
shall not be permitted to remain on the Landlord's premises for a period longer that forty-
eight (48) hours. The Tenant and any employees shall not park in the parking areas
immediately adjacent to the building. These spaces are to be left available to customers.
2. Trash And Waste Disposal. Tenant shall provide for suitable containers for the
collection of trash and other waste and tenant shall secure the removal of such trash and
waste at regular and periodic intervals as required by Landlord in Section 16 of the Lease or
in a separate written notice provided to Tenant so as to prevent the accumulation of trash in
such a manner as to become a nuisance or health ha7Rrd. In the event Tenant permits trash or
waste to accumulate in an unsightly fashion. Landlord shall be authorized to remove same at
Tenant's expense. Tenant shall not place any trash, debris or any other waste in the common
areas of the shopping center. All trash shall be disposed of in the large receptacles located in
the shopping center.
3. Siens. Tenant must pay for, and erect in the area designated by Landlord, a sign
with its logo and a general description of its business in accordance with the special signage
guidelines and requirements promulgated by Landlord, as may be amended from time to
time. No signs shall be placed upon the premises, except as shall be preapproved in writing
by Landlord. Under no circumstances are banners, balloons, sandwich signs or any other
type of advertising material allowed unless Landlord consents to same, in writing, to the use
of such advertising material.
4. Clean -Up. Tenant shall be responsible for policing the area immediately adjacent
to its demised premises so as to prevent the accumulation of waste and the prevention of
hazards in and about the adjacent premises.
5. Unauthorized Activities. Tenant shall confine all of its activities to the interior
portion of the premises and shall not conduct activities nor store materials in the areas
adjacent to the demised premises. Under no circumstances shall any personal property be
placed anywhere other than the interior portion of the Leased Premises, including, without
limitation, chairs, tables, benches, and racks.
6. Plumbine. The washbowls, water closets and urinals shall not be used for any
purpose other than those for which they were structured. Any stoppages within the demised
premises shall be corrected by Tenant at its expense.
7. Nuisance. Tenant will conduct his business and prevent his employees, invitees,
and visitors from creating any nuisance, annoyance, disturbance or excessive noise within the
building.
S. Reporting Accident. Tenant shall report to Landlord any accident involving
personal injury or property damage occurring within the demised premises or occurring
within the public areas which is reported to Tenant. Such report to Landlord shall be made
without undue delay.
9. Sewer/Drain. Under no circumstances shall tenant dump any kind of chemical,
food or substance down the sewer drain. In the event Landlord is cited as a result of the
contamination of the sewer drain. Tenant shall be responsible and liable for all fees, cost, and
fines incurred in correcting such violation and the cost of cleaning up same.
10. Safety Procedures. Tenant shall comply with all safety, fire protection and
evacuation procedures and regulations established by Landlord or any governmental agency.
11. Protection from Theft. Tenant shall assume any and all responsibility for
protecting the Premises from theft, robbery and pilferage, which includes keeping doors
locked and other means of entry to the Premises closed.
12. Waiver by Landlord Landlord may waive any one or more of these Rules and
Regulations for the benefit of the tenant, but no such waiver by Landlord shall (i) be effective
unless in writing, or (ii) be construed as a waiver of such Rules and Regulations in favor of
any other tenant, or (iii) prevent Landlord from thereafter enforcing any such Rules and
Regulations against any tenant of the Shopping Center.
13. Amendments. The Landlord reserves the right to make such other and further
reasonable Rules and regulations as it determine, in its sole judgment and discretion, may
from time' to time be needful for the safety, care, and cleanliness of the premises, and for the
preservation of good order therein, and any such other or further rules and regulations shall
be binding upon the parties hereto with the same force and effect as if they had been inserted
herein at the time of execution hereof.
20
Exhibit B
Assignment and Assumption Agreement
[Exhibit B, Page 1]
ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment"), made and entered
into this 29th day of August, 2025 (the "Effective Date"), is entered into by and among Auyantepuy
Investments LLC, a Florida Limited Liability Company ("Landlord or "Assignor"), and the City of
Miami, a municipal corporation of the State of Florida, by and through its City Commission, hereinafter
referred to as "Assignee or City".
RECITALS
A. Landlord, as Assignor, and Sanpocho Restaurant, Inc. as Tenant, are parties to that certain
lease (the "Lease"), whereby Landlord leases to Tenant that certain property consisting approximately 9,424
square feet located at 901 & 925 SW 8th Street, Miami, FL 33130, Folio Nos. 01-4138-003-2280 and 01-
4138-003-2270, (the "Premises"), as more particularly described in the Lease.
B. Assignor desires to assign to Assignee, and Assignee desires to assume from Assignor, all
of Assignor's right, title, interest, duties, liabilities and obligations under the Lease.
C. Capitalized terms used but not otherwise defined in this Assignment shall have the
meanings ascribed to such terms in the Lease.
In consideration of the mutual covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1. Assignment and Assumption. The foregoing Recitals are hereby incorporated into this
Assignment as if fully set forth herein. Assignor hereby certifies that as of the Effective Date, Tenant is
not in default of any provision of the Lease. As of the Effective Date, (i) Assignor assigns and transfers to
Assignee all of Assignor's right, title and interest in and to the Lease, and (ii) Assignee accepts the foregoing
assignment and assumes and agrees to perform and be bound by, as a direct obligation to Landlord, all of
the terms, covenants and conditions of the Lease to be done, kept and/or performed by the Landlord
thereunder.
2. Possession. Assignor shall deliver possession of the Premises to Assignee as of the
Effective Date subject to the Tenant's rights under the Lease. Assignee acknowledges and agrees that it
shall take the Premises in its "as -is" condition without representation or warranty from Assignor of any
kind as to its condition or suitability, explicit or implied, and Assignee represents and warrants that it has
satisfied itself as to the condition of the Premises.
3. Notices. Any notices given by any party to another party hereto shall be by certified or
registered mail, return receipt requested, postage prepaid, to such other party at the address given below or
such other address as such other party may from time to time designate in writing to the other parties in
accordance with these provisions. The addresses set forth below shall supersede any addresses for notice
set forth in the Lease. If no address is given below, then the address for that party shall be the address set
forth in the Lease, or in the absence thereof, shall be the address of the Premises.
City/Assignee:
Artur Noriega V
City Manager
City of Miami
444 SW 2nd Avenue, 10th Floor
Miami, Florida 33130
anoriega@miamigov.com
Landlord/Assignor:
with a copy to:
George K. Wysong III
City Attorney
City of Miami
444 SW 2nd Avenue, 9th Floor
Miami, Florida 33130
gwysong@miamigov.com
Department of Real Estate and Asset Management
City of Miami
14 NE 1st Avenue, 2nd Floor
Miami, FL 33132
Attn: Director
and
Auyantepuy Investments, LLC c/o
Simons, Barry L, Esq.
7300 North Kendall Drive
Suite 680
Miami, Florida 33156
4. Broker Fees. Assignor and Assignee each represent and warrant that it was not
represented by any broker in connection with this Assignment. EACH OF THE SAME AGREE THAT
IT SHALL INDEMNIFY, DEFEND AND HOLD THE OTHER PARTIES HARMLESS FROM
AND AGAINST ANY FEES OR COMMISSIONS TO ANY REAL ESTATE BROKER OR AGENT
NOT NAMED IN THIS AGREEMENT IN CONNECTION WITH THE ASSIGNMENT OF THE
LEASE CLAIMED THROUGH SUCH PARTY.
5. Severability. If any term or provision of this Assignment is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other
term or provision of this Assignment or invalidate or render unenforceable such term or provision in any
other jurisdiction.
6. Entire Agreement. This Assignment constitutes the entire agreement and understanding
between the parties with respect to the subject matter hereof.
7. Successors and Assigns. This Assignment is binding upon and shall inure to the benefit
of the parties hereto and their respective heirs, successors, and assigns.
8. Governing Law and Venue. This Agreement shall be governed by and construed under
the laws of the state of Florida, without regard to its conflicts of law principles. In the event of any dispute,
venue shall be the courts located within Miami -Dade County, Florida.
9. Attorneys' Fees. In the event of any legal action, each party shall be responsible for their
own attorneys' fees, costs, and expenses.
10. Authority. Each party to this Agreement represents and warrants that the person signing
this Assignment on behalf of such party is a duly authorized representative of such party.
11. Electronic Signatures and Transmission; Counterparts. This Assignment may be
executed in one or more counterparts, including electronic counterparts, each of which shall be deemed to
be an original and all of which, when taken together, shall be deemed to constitute one Assignment binding
on all parties to the document. Each party agrees that the electronic signatures, whether digital or encrypted,
of the parties included in this Assignment are intended to authenticate this writing and to have the same
force and effect as manual signatures. Delivery of this Assignment, or any other document contemplated
hereby, bearing an original or electronic signature by facsimile transmission, by electronic mail in "portable
document format" (.pdf) form, or by any other electronic means intended to preserve the original graphic
and pictorial appearance of a document, will have the same force and effect as physical delivery of a paper
document bearing an original or electronic signature.
[Remainder of Page Intentionally Blank; Signature Pages Follow]
IN WITNESS WHEREOF, the undersigned have executed this Assignment to be effective as of
the Effective Date.
By:
ASSIGNOR/LANDLORD:
Auyantepuy Inves LLC, a Florida Limited Liability
Company
Barry L. Simons, Autepresentative
[Remainder of Page Intentionally Blank; Signature Page Follows]
CITY/ASSIGNEE:
APPROVED AS TO FORM
AND CORREC7:2741 ones by:
By: Gur�c, . i�yso (((
1/4---88776E9FE88248B...
George K. Vv ��22,, ni
City Attorne ,1]/ Matter ID 25-1325
�— ned by:
ATTEST:
By:
DocuSlyned by:
Todd B. Ha11,11JjD7560DCF1459...
City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS DocuSl0nedby:
Frekta Gaw,v?
27395C6318214E7...
David Ruiz, Interim Director
Risk Management Department
THE CITY OF MIAMI,
a municipal corporation
of the State of Florida
DocuS fined by:
c
v Nokia.
850CF6C372DD42A...
Arthur vonega v.
City Manager
By:
EXHIBIT "D"
ANTI -HUMAN TRAFFICKING
AFFIDAVIT
1. The undersigned affirms, certifies, attests, and stipulates as follows:
a. The entity is a non -governmental entity authorized to transact business in the State of
Florida.
b. The nongovernmental entity is either executing, renewing, or extending a contract
(including, but not limited to, any amendments, as applicable) with the City of Miami
("City") or one of its agencies, authorities, boards, trusts, or other City entity which
constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes
(2025).
c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes
(2025), titled "Human Trafficking."
d. The nongovernmental entity does not use "coercion" for labor or services as defined in
Section 787.06, Florida Statutes (2025).
2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the
following:
a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the
facts, statements and representations provided in Section 1 are true and correct.
b. I am an officer or a representative of the nongovernmental entity authorized to execute
this Anti -Human Trafficking Affidavit.
FURTHER AFFIANT SAYETH NAUGHT.
Nongovernmental Entity:
Name: )4‘ S
Signature of Officer:
Office Address:
2C10\ C-\cx\nck i SLG, caiorck
Email Address: rn. d1b;,1: ) . 1D0 Main Phone Number: c\S-{-L{p�-� \p�
-CAnn