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Application and Supporting Documents
City of Miami Planning Departn nt & Office of Zoning http://www.mianigov.comPlanning httpl/www.nianignv.com'7nning E-mail; eplanpz@miarnigov.com Planning: (305) 416-1400 Zoning (305) 416-1495 Exception Application This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly will review the Information at the public hearing to render a recommendation or a final decision. SUBMITT'ER INFORMATION First Name: Email: Kirrberly Last Name: kimrasnake@gniaw.com Rasnake-Bringuez PRIMARY APPLICANT INFORMATION First Name: Last Name: Corporation: Groot Design District Hospitality LLC Address: 90 NE 39 Street City: Miami State: Florida Tip: 33137 Email: kimrasnake@gmlaw.com Phone: (305) 789-2766 PRIMARY OWNER INFORMATION First Name: Last Name: Corporation: Oak Plaza Associates Del LLC Address: 3841 NE 2 Avenue City: Miami State: Florida Zip: 33137 Email: kumasnakera;gmlaw.com Phone: (305) 789-2766 `PROJECT INFORMATION Project Name: Project Address: City: Master Folio Number. Groot Design District Hospitality LLC/Swan Miami 90 NE 39 ST Miani 0131240290130 State: Florida Unit Number. 33137 SIGNATURE That wider the penahy of perjury, I declare that all the infomation contained in this pemit applications accurate to the best of my knowledge. • 'That NO work or installation will con.temce prior to the issuance of a building pemit and that all work will be performed to meet the sta regulating construction and zoning in this jurisdiction • I will, in all respects, perform work in accordance with the scope of the pemit, the City of Miami's codes and all other applicable laws, ordinances. • That all infonmtion given will be accurate and that all work will be done in compliance with all applicable laws regulating construction and zo • That separate pemits nay be required ed unless specifically covered with the submittal of this application. • That there nay be additional pemits required from other entities. • Fees shall be paid prior to the review and issuance of the pemit, as necessary. • Pemit fees are non-refundable This submittal needs to be scheduled for a public hearing in accordance with timelines Set forth in the City of Miami Ccde. The applica de decision-rna king body will renew the informaton at the public hearing to render a recommendation or a final decision. APPLICANT* OWNER / OWNER REPRESENTATIVE First Name: Signat Date: rs 1 /28/21 Last Name: Terminello First Name: Signatwe: Date: is Last Name: Terminello 1/28/21 PUB1iC INDEX FOR DRAWINGS PZ-21-10118 — Groot Design District Hospitality LLC d/b/a Swan Miami —90 NE 3 1. V-1— Survey 2. A3-00 — Floor Plan Level 1 3. A3-01— Floor Plan Level 2 NOTICE This submittal needs to be scheduled fora pubic hearing In accordance whh timelines set forth in the City of Miami Code. The applica de decision -malting body NOR renew the information at the public hearing to render a recommended on or a final decla on. 44, QN' Rtb! Ew CO PZ-21-10118 11/07/23 EXISTING SITE INFORMATION FLOOD ZONE: FEDERAL FLOOD ZONE "X" PER FIRM MAP #12086C0812 ,NOVD 192, EXISTING LAND USE: COMMERCIAL nNO) BUILDING HEIGHT: STORIES G) FOLIO NUMBER: 01,1,02,0130 EXISTING OCCUPANCY Fl EXISTING BUILDING CONSTRUCTION CONSTRUCTION TYPE !FLORID, BUILDING CODE TABLE 50, FLORIDA BUILDING CODE SECTION 504.2 AUTOMATIC FIRE SPRINKLER SYSTEM INCREASE WHERE., BUILDING 15 EQUIPPED THROUGHOUT WITH AN APPROVED AUTOMAIC FIRE NUMBER OF STORIES. 15 INCREASED EN ONE. COMPONENT ELEVGTION LEVEL 01 ,GROUND FLOOR) LEVEL 02 ROOF LEVEL EXISTING BUILDING CONSTRUCTION CONT. STRUCTURAL ELEMENTS ITABLE FLORIDA BUILDING CODE 601) FIRE RESISTANCE RATING PEOUIREI:IENTS FOR BUI DING ELEMENTS EAT ACCESS CORRIDOR PRO DED EZIMMIEMMIIIM EZZIEZZEMIEM=M= EIII=MEZIMMIEM=M= STAIRRAY DOORS FIRE BLOCKING ,HORIZONTAL, (ale AFF B a.AFF INTERIOR V/ALL AND CEILING FINISH REOUIREMENTS, ER TABLE e .CORRIDORS FNC1 OSFD SPACES EXIT ENCLOSURES SPRINKLERED ROOMS AND GEN RA 1. EUSINESS PARWETERs DEPICTED BY 2. sIGNDACE UNDER SEPARATE PERMIT. AREAS RESTAURANT 4.513 SF KITCHEN 2,232 SF 6,7=15 SF EXTERIOR PATIO , TOTAL 3,153 SF 9,898 SF ALL SEA1NG IS WITHIN PROPERTY LINE ALL SHADE ELEMENTS ARE UNDER SEPARATE PERMIT REVIE, TOTAL TABLE COUNT Level 1 SEAT COUNT INTERIOR GROUND FLOORM TYPE IoiAe[L LEVEL A,.,ouuT ENTRY LOUNGE 18 PRIVATE DINING , DININGB, 34 �-1.0,0E , BAR, 10 Ta CA,oa-05 , DINING 2 44 Ts CA mooa5 , 5 TOTAL INTERIOR SEATS. pg EXTERIORD FLOOR CA.,,,-0D, PATio R, 5 TOTAL EXTERIOR BEATS BT -, _„ea LEVEL 1 ADA SEAT COUNT ,�� �_1�� � e REQUIRED 1 11 1 PROVIDED -, CA-200A02 2 5 Val OCCUPANCY LOAD 1.77 0. TOTAL LEVEL SEATS 205 TOTAL OVERALL SE,S 305 FLOOR PLAN - LEVEL 1 NE 1 st AVENUE 0 0 A A A A 0 0 A 0 1728 >- Lu cc 07 1- H C LU CC Z V1 FLOOR PLAN - LEVEL 1 DG U A3.00 A 0 A 0 A 0 E:IMAIMIlkiktiAg .vlo GRUTnn.N -457 IDD A3.00A GENERAL ,. USINESS PARAMETERS DEPICTED BY COLOR CODED AREAS, IGE ER SEPARATE PERMIT. „PP FFT.s-EucT.33.3 2 PLANTER DETAIL TOTAL TABLE COUNT TYPE LEVEL id 3,100-603 39-117-002 -316 7-17 -320 -321 5,201-001 33-213-001 NE 39th STREET AREAS LOUNGE 3,497 SF PRIVATE DINING 500 SF EXTERIOR TERRACE TOTAL 619 SF LEVEL 2 SEAT COUNT INTERIOR SECOND FLOOR 7 LOUNGE PRIVATE DINING VIP TENT BAR 3 TOTAL INTERIOR SEATS: 92 0 EXTERIOR SECOND FLOOR DOOR TERRACE T10 TOTAL EXTERIOR SEATS 18 TOTAL LEVEL 2 SEATS. 100 LEVEL 2 ADA SEAT COUNT REQUIRED 5 PROVIDED 5 OCCUPANCY LOAD TOTAL LEVEL SEATS, 205 TOTAL LEVEL 2 SEATS: 100 TOTAL OVERALL SEATS 305 1 FLOOR PLAN - LEVEL 2 SSE: TTs - , _O NE 1 st AVENUE A A A. A A A A 0 1728 FLOOR PLAN - LEVEL 2 AVID GRUTM.AN MMGILIV/St Irv/Komodo A3.01 — /Or r rr7 :Ar A °11 FLOOR PLAN LEGEND AND NOTES `T"T''ZD:sETF"-""THEF" F"'HED ELE'A."' 'H.RE LC „PROVED 5E-FOP IKITERIOP EFAff L7E.frIfF71-7F=I'L.?1,7,,ALL5 '87,Urr'V.P°gTj'"'"'"'ET'L 'TU""L"' „ TO U5E DEH5111,E,11,1 ALL NET PE 5 ?:17, ',IFE771=LTS'571::::Efr% „ ALL EXTEPI„„,LKING S„,„5 SL,E15 OP „GI, 5 ALL PLULIBI„G F,UPESS„, SO„FORNITO THE =02=EZIIVF'1,E=r4OUKI NE 39 th STREET REF. SHEET 3.11 LEGEND ED 0 FLOOR PLAN — LEVEL 1 SCALE: 3/16. = A A A A 1728 >— uJ CO CC 09, CO 8 = CC 2 L+, < C/) CC FLOOR PLAN - LEVEL 1 DAVID G.-WAN lAIGILIViSt Irv/Komodo A3.00 PA WOOD DAP Vietioiltif PMallo� �i 2 PLANTER DETAIL GENEPAL NOTES 1 BUSINESS PARAMETERS DEPICTED BY COLOR CODED AREAS_ 2. SIGNACE UNDER SEPARATE PERMIT. NE 39th STREET AREAS SEAT COUNT OCCUPANCY LOAD LOUNGE 2,097 SF LOUNGE 81 PRIVATE DINING TERRACE TOTAL 800 SF 019 SF 0,020 SF PRIVATE DINING TERRACE TOTAL 20 89 VIPTENT PRIVATE DINING PROPERTY LINE MELO MEN • l 1 lf� T❑❑ ADA SEAT COUNT REQUIRED I s I PROVIDED 1-0 ❑O❑ ❑O❑ ❑O❑/ ®MEW ❑> 0 0 CSC ❑O0 0 ❑ I IhI I —I ilk Eli Eli PROPERTYLINE O FLOOR PLAN - LEVEL 2 NE 1 st AVENUE A A 0 A A A 0 0 1728 FLOOR PLAN - LEVEL 2 Date: 2021.05.04 16:18:07-04'00' S A3.01 4 PUB1iC G 0 Q- Q. INDEX FOR DOCUMENTS PZ-21-10118 — Groot Design District Hospitality LLC d/b/a Swan Miami — 90 NE 3 1. PAP-1 — Permit application 2. PZD-1 — Letter of Intent 3. PZD-2 — Business Plan 4. PZD-3 — State Seating License 5. PZD-4 — Warranty Deed 6. PZD-5 - GiS 7. PZD-6 — Warrant Final Decision 8. PZD-7 — Occupant Load Certificates 9. PZD-8 — State Seating License 10. PZD-9 — State Alcohol License 11. PZD-10 — Certificate of Use 12. PZD-11— Lease 13. PZD-12 — Landlord Letter 14. PZD-13 — Copy of Alcohol License 15. PZD-14—Menu 16. PZD-15—Traffic Evaluation 17. PZD-16 — Receipt of Zoning Staff Review Payment 18. PZD-17 — Copy of Development Agreement 19. PHO-1 — Outside restaurant 20. PHO-2 — Outside restaurant 21. PHO-3 — Inside restaurant 22. PHO-4 — Inside restaurant 23. PHO-5 — Inside restaurant 24. PHO-6 — Inside restaurant NOTICE This submittal needs to be scheduled fora pubic hearing In accordance whh timelines set forth in the City of Miami Code. The applicable decision -malting body will review the Information at the public hearing to render a recommended on or a final decid on. 44, QN' Rtb! Ew CO PZ-21-10118 11/07/23 Creeosp000Mdrder April 15, 2021 Via City of Miami ePlan Mr. Joseph Ruiz, Zoning Administrator City of Miami, Zoning Department 444 SW 2"d Avenue, 2nd Floor Miami, FL 33130 Re: GROOT DESIGN DISTRICT HOSPITALITY LLC 90 NE 39th Street Miami, FL 33137 Letter of Intent for Alcohol Service Establishment Exception. Dear Mr. Ruiz, Louis Chair — Hos Leisur Brickell World 600 Miami, Phone: Fax: 30 Email:LJT©gmla This submittal needs to be scheduled fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision-rna king body mil review the Information at the public hearing to render a recommendation or a final decia on. PZ-21-10118 11/07/23 The undersigned represents GROOT DESIGN DISTRICT HOSPITALITY LLC, ("Applicant") for the venue located at the above referenced address. Please consider this correspondence the Applicant's letter of intent in compliance with Miami 21 Ordinance Article 6 and Sec. 4-7(c) of the City of Miami Code of Ordinance, regarding its Exception application seeking approval for an Alcohol Service Establishment with existing Outdoor Seating within the Central Design District. The venue currently consumes of both an indoor and outdoor space which was previously approved under Warrant 2018-0078 and has a current City of Miami Certificate of Use/Business Tax Receipt, Division of Hotels & Restaurants Permanent Food Service License SEA2336061 and 4COP Quota Alcoholic Beverage License BEV2300366. The venue currently consumes an indoor space of 10,746 Sq.Ft. and an outdoor patio and terrace space of 3,772 Sq.Ft. for a total space of 14,518 Sq.Ft. There are a total of 53 tables and 188 seats within the venue and 28 tables and 105 seats within the outdoor patio and terrace. The entire venue comprises of dining room, private dining room, 3 bars, seating within the venue, lounge area, outdoor patio and terrace seating, coffee station, elevator, kitchen, storage area, office and restrooms. The venue is currently a place for patrons to enjoy brunch, lunch and dinner with their delicious assorted items included on the menu enclosed and would like to continue to due so while having the venue operate as an Alcohol Service Establishment with food sales. Thank you for your kind consideration in this matter. Of course, should you have any questions in this regard, please don't hesitate to contact me. Very Truly Yours, Greenspoon Marder LLP 7tmrS rTerminello, Esq. For the Firm LJT/krb Boca Raton I Denver I Ft. Lauderdale I Iselin (NJ) I Las Vegas I Los Angeles I Miami I Miami Beach I Naples I Nashville I Nevada City New York I Orlando I Phoenix I Port St. Lucie 1 Portland I San Diego I Scottsdale (Tallahassee I Tampa I West Palm Beach In compliance with Miami 21 Ordinance Article 6 and Sec. 4-7(c) of the City of Ordinance — Exception required for an Alcohol Service Establishment. 90 NE 39th Street Miami, FL 33137 GROOT DESIGN DISTRICT HOSPITALITY LLC Tills submittal needs to be scheduled fora puboc hearing In accordance wen timelines set forth in the City of Miami Code. The appeal tie decision -malting body will reslew the information at the pubec hearing to render a recommendation or a final decla on. PZ-21-10118 11/07/23 1. An operational/business plan that addresses hours of operation, number of employees, menu items, business goals, and other operational characteristics pertinent to the application. Hours of Operation: Opening days Sunday -Saturday from 11am to 5am Employees: Approximately 185 Goals of business: The venue is a place for patrons to enjoy not only for a night out but for brunch/lunch and dinner with their delicious assorted items included on the menu enclosed. 2. A parking plan which fully describes where and how the parking is to be provided and utilized, e.g., valet, self -park, shared parking, after -hour metered spaces, and the manner in which the parking is to be managed. The city commission or the PZAB, as applicable, may grant approval for 100 percent of the required parking to be located offsite within a distance of 600 feet from the subject alcohol service establishment if the proposed parking is to be "self -park" and a distance of 1,000 feet from the subject alcohol service establishment if the proposed parking is to be by "valet." Valet service is currently provided for patrons by the Landlord as indicated with the Lease Agreement. In addition to there are public parking lots located within the general area of the venue. 3. For alcohol service establishments proposing capacities over 300 persons, an indoor/outdoor crowd control plan that addresses how large groups of people waiting to gain entry into the alcohol service establishment and already on the premises will be controlled. The venue will utilize a method of crowd control beginning at the outside of the front door of the establishment. This will entail having a unified and single patron line/que if necessary prior to entrance into the facility in order to ensure that the permitted Occupancy level is not exceeded. The venue will also have a staff of front door managers at the front entrance that will ensure the safety of patron ingress and egress from the venue at all times, and will ensure that all patrons safely exit the venue upon closing. 0 PUBLIC 4 0 Q- Q. 4. A security plan for the alcohol service establishment and any parking facil The venue currently utilizes Halo Protective services for security an at the venue Thursday - Saturday from 8pm to close. NOTICE This submittal needs to be scheduled fora pubic hearing In aaordancc whh timelines set forth in the City of Miami Code. The applicable decision -malting bodywill resiew the information at the public hearing to render a recommendation or a final decla on. PZ-21-10118 40� 11/07/23 1,1Z��st Rtin EW CO 5. For alcohol service establishments proposing capacities over 300 persons, a traffic study and traffic circulation analysis and plan that details the impact of projected traffic on the immediate neighborhood and how this impact is to be mitigated Traffic circulation analysis provided. 6. A sanitation plan which addresses on -site facilities as well as off -premises issues resulting from the operation of the alcohol service establishment. The venue currently utilizes Waste Management services for garbage disposal. 7. Proximity of the proposed alcohol service establishment to districts —residential. Please see attached copy of City of Miami GIS map provide. 8. If the proposed alcohol service establishment is within 200 feet of any residential use, a noise attenuation plan that addresses how noise will be controlled shall be required, especially in the case of indoor/outdoor uses. The owner will adhere to any and all methods commonly used to prevent the emission of sound, vibrations and noise at the venue. The owners will adhere to the city noise ordinance under Chapter 36 — Sec. 36-4 and 36-6. There are no residential uses located within 200 feet of the venue. Thank you for your kind consideration in this matter. Of course, should you have any questions in this regard, please don't hesitate to contact me. Very Truly Yours, Greenspoon Marder LLP Louis J. Terminello, Esq. For the Firm LJT/krb This submittal needs b be scheduled for a pubic hearing In acoordanre with hmellnes set forth in the City of Miami Code. The applica de decision -making body NOR reWew the information at the public hearing to render a recommendation or a final decision. Licensee Details Licensee Information Name: GROOT DESIGN DISTRICT HOSPITALITY LLC (Primary SWAN MIAMI (DBA Name) Main Address: 90 NE 39TH STREET MIAMI Florida 33137 County: DADE License Mailing: 90 NE 39TH STREET SPACE LA101 MIAMI FL 33137 County: LicenseLocation: County: DADE 90 NE 39TH STREET SPACE LA101 MIAMI FL 33137 DADE License Information License Type: Permanent Food Service Rank: Seating License Number: SEA2336061 Status: Current,Active Licensure Date: 10/31/2018 Expires: 10/01/2021 Special Qualifications 250-349 SEATS Risk Level 2 Alternate Names Qualification Effective 10/21/2020 View Related License Information View License Complaint View Recent Inspections 2601 Blair Stone Road, Tallahassee FL 32399 :: Email: Customer Contact Center :: Customer Contact Center: 850.487.1395 The State of Florida is an AA/EEO employer. Copyright 2007-2010 State of Florida. Privacy Statement 4 PUB1. ic Under Florida law, email addresses are public records. If you do not want your email address released in response to request, do not send electronic mail to this entity. Instead, contact the office by phone or by traditional mail. If questions, please contact 850.487.1395. *Pursuant to Section 455.275(1), Florida Statutes, effective October 1, licensed under Chapter 455, F.S. must provide the Department with an email address if they have one. The emails used for official communication with the licensee. However email addresses are public record. If you do not wish to s address, please provide the Department with an email address which can be made available to the pub G O Q- a. NOTICE This subnmal needs to be scheduled fora pubic hearing In accordance whh timelines set forth in the City of Miami Code. The applicable decision -malting bodywlll review the information at the public hearing to render a recommended on or a final decia on. PZ-21-10118 11/07/23 sN Rtvi Ew cOV ) SS: LAVERNE GALLERIES, INC., a Honda corporation By: Lom's L.aVCrae President (SEAL) acknowledged before me this day of 6 2000, by Louis LaVerne, , a Florida corporation, on behalf of the corporation. lie is (personally.known to 'on), 4/3/2019 Miami -Dade Official Records - Print Document This instrument prepared by:. Urlda Ebin, Esq. Cobb de Perin P.A. 1399 S.W. First Avenue, Suite 301 Miami. FL 33130 Uff, 19247PCI 638 REC. Grantee Tax T.D. No ,property Appraiser's Parcel I.D. No. 01-3124-029-0130 WARRANTY DEED CI OR403339 DOCSIPDEE 3,975.00 HARVEY RUVIHr CLERK This subrnMai needs to he scheduled fora public hearing In accord ante wphti melinea set forth In the City of Miami Code. The epphca ble decision-rna Xing body vnll rev,ewthelnfonnation at the public hearing to render recorninandat on or a Ina t decla on. PZ-21-10118 11/07/23 This Warranty Deed is made this /3 day of 1iC , 2000, wcen LAVERNE GALLERIES, INC., a Florida corporation (the "Grantor"), whose post office address is and MONTE CARLO ASSOCIATES. LTD. a Florida limited partnership (the "Grantee"), whose post office address is 1632 Pennsylvania Avenue, Miami Beach, FL 33139. i sc Ywr /9% pc<nan 04.;.Hc Dv i'Q g ,F '/ 33/97 WITNESSETH, that the Grantor, for and in consideration of the sum of TEN (S10.00) DOLLARS AND OTHER GOOD .AND VALUABLE CONSIDERATION. to it in. hand paid by the Grantee. the receipt whereof is hereby acknowledged, has granted, bargained, and sold to the Grantee, and Grantee's successors and assigns forever, the following described land, situate, and being in the County of Miami -Dade, State of Florida. to -wit: Lots 1, 2 and 3. Block 2. of BILTMORE COURT, according to the Plat thereof recorded in Plat Book 7, at Page 37, of the Public Records of Miami -Dade County. Florida. SUBJECT TO: 1. Taxes and assessments for thc year 2000 and subsequent years. 2. 'Conditions, restrictions, encumbrances, limitations, casements, reservations and other matters of record. none of which is reimposed hereby. .3: Applicable zoning and land use laws and ordinances. And subject to the foregoing, the Grantor hereby fully wan -ants the title to said land. and win defend thc same 'against the lawful claims of any persons whomsoever. IN WITNESS WHEREOF. the Grantor has hereunto executed and delivered this instrument. Signed. scaled and delivered in the sence of: -vt Prin e: nr STATE OF FLORIDA COUNTY OF MIAMI-BADE The foregoing instrument was the President of LaVernc Galleries, Inc. me) (pa/thieve} My Commission Expires: I. I LE\DACTAIDacn MorrteCarla\WD. WI'D (SEAL) rint Nam OTARY e UBLIC, State of Horida at ge Commission Number OFFiCIA1. Not ARY SEAL. jLiI.IAN I1 111F1-.r.t 1. NOTARY Ymtl Sf/,Tt:. nl ;-r_,)i.1!),', • MY CO} IM15S1ON L\I'. 'tAY 71,2rC0. https://www2.miami-dadeclerk.com/OfficialRecords/PrintDocument.aspx?QS=YaoUfOzxry2Mzg5LdKGyO%2fQY8Gn 1 Hn Ngf9MdVP9B1 R9FGbTFfh8j ... 1 /2 4/3/2019 Miami -Dade Official Records - Print Document OFF. 9247PC.l-039 'N'i tit l'r_:•'r_'/'r_.IY_••Y_'OHO 1':_..•'r:/'r ti' l'!_.r 1ii L'• +{_'1'rti'1'r1•+•VS'1'rr_.+1'.s'1'r�+1'rti'�1: �'IN�',�r: �'• kr_S/'r_d •N I!tir, • •,ti •��+',• �1� ,•,ti:r .,art t1, . 4.1 rl:r :t ,.."I•r; , 0 r;;; I.;r; . r;;a , A;i,•r r,•�;:I. r.r,. • IIrl l:r, r;.•/ .;:I•a.:,• l:rr 11e. NOTICE This su bridal needs to be scheduled fora public hearing In accordance win to met mes setrth lone elty of Miami Cde. The appLica hie decision -ma Xing body will revew Me information at the pubde bearing to render'a commendation or a final deeia on. PZ-21 1epartment of #Mate I certify from therecords of this office that LAVERNE GALLERIES, INC., is a corporation organized under the laws of the State of Florida, filed on February 9, 1972. The document number of this corporation is 395401. I further certify that.Saidcorporation has paid all fees due this, office through December 31, 2000,- that its most recent annual report/uniform business report was filed on May 10, 2000, and its status is active. I further certify that the status of said corporation was active on January 1, 1992 through the present date. I further certify that said corporation has not filed Articles of Dissolution. Given, under my hand and the Great Seal of the State of Florida at Tallahassee, the Capitol, this the Fourteenth day of August, 2000 offirlrii ECO j11 ao oGROS D0""` ;,.,Rriti j rrinr purris fa ... : RECORDVER,CX0 cc -ref -aril c,f,sotzltr .!� � � CR2E022 (1-99) HARVEY RUVIN CLERK CIRCUIT COURT VI— tI- �� 1 ��`•1r� r�w.,2 . r�1 r_,r :r . ra / ak r♦ • 11• rs.11 rv`.r� 1i i . . 1{/r�`I ,te--`11»s.`/7r� �)ra 1 :� I,1/34, e I 4Ii � t' ,I4 i 'i I1 \ `f; , ..[4 /�» ,„ j rr�J ).�. ! -....it l!Lti7li �r :r'. t1:•.N �• il�1�r�11�1�1+rl�tti ill i�rl h�rl�i�rt'h�r 11�r1111 r(I l�r •i�r �1ir 11�r �}�r f7�r 1',r fhr It�r Iftl�l�r �1�r Il�r%I,v Itti rl/tti rll Cti ri�l�r(I ,�rl1 �r(�}t' -10118 https://www2.miami-dadeclerk.com/OfficialRecords/PrintDocument.aspx?QS=YaoUfOzxry2Mzg5LdKGyO%2fQY8Gn 1 Hn Ngf9MdVP9B1 R9FGbTFfh8j ... 2/2 o PuBt. le Oa. ,'nnaps.Tliarnigovvar,,-.aa,k.rnolg?.r.de,hral City of %1i2rni - Themes ril 6 • ...ay...a.. •-• aa-a-•-•,-.*--•-• • al-4 /Z/ ,,-///// 1.• ....... •11••••-•••••4 //,' /1/1//, • / ' ' t'';/Z ',://://17 .... -4- 4 • A, a a Ao • • • • 4 . 4 . . . .. . . ' - ... 0 2- r N OT I C E This subrnttaL needs to be scheduled fora public hearing In accedence with tirne[ines set forth in the City of Miami Code. The applicable decision -making body wILI review the irrforrnation at the public hearing to render recommendation or a InaL decion. PZ-21-10118 11/07/23 'JEW COO Search Salad Pnnl Legend Resits Baxtairos s " 4 Zarinahlorna21 Efireorvrevem_Plooncileservaton FuluaLWILIsa Fanraer •••• WoridSit.ets 1%06.1120SE Bog_Aera 010•4111 DECISION riot Rospitality LLC From Francisc .J arcia, iiPlahririgtbeOrtlher TAKOTICE THAT AFIC�DEI ector File ON HAS BEEN REACHED ON THE FOLLOWING MATTER: District- Outdoor Dining Area 39TH ST Wynwood-Edgewater NET ❑ Approval ❑ Approval with conditions ❑ Denial Prepared by: Chris Torres / Planner II / Ctorres@miamigov.com This submittal needs to be scheduled for a public hearing in accordance wM1h timelines set forth in the city of Miami Code. The appllce de decision -ma Xing body mil review the Information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 FINDINGS AND CONDITIONS The subject proposal has been reviewed for the following; A Warrant pursuant to Article 6, Section 6.3.2, of the Miami 21 Code, as adopted, the Zoning Ordinance of the City of Miami, Florida, to allow an Outdoor Dining Area for a new restaurant located at 90 NW 39TH ST, Miami, FL. This Section states explicitly that a Warrant shall be required for outdoor dining areas and the display and sale of items from vending carts. Pursuant to Article 7, Section 7.1.3.4 of the above -cited Zoning Ordinance, the Planning Department has made referrals to the following Departments and Boards. • Office of Zoning • Wynwood-Edgewater NET Office, Neighborhood Enhancement Team • Office of Code Enforcement Their comments and recommendations have been duly considered and are reflected in this final decision. In reviewing this application, pursuant to Article 7, Section 7.1.2.4 (d), the following findings have been made: FINDINGS • It is found that the subject site is located within the T6-12-0/ Miami Design District Special Area Plan Transect Zone. • It is found that pursuant to Article 6, Section 6.3.2 an Outdoor Dining Area is allowed by a Warrant. • It is found that the restaurant consists of approximately 10,746 square feet and will operate with a seat count of 288. File N • It is found that the Outdoor Dining Area for the restaurant consists of approx square feet and will operate with 105 seats and 28 tables outside of the establish • It is found that the proposed Outdoor Dining Area is contained within the bound property and has been designed effectively not to disrupt the safe flow of pedestrian public right-of-way. This submittal needs to be scheduled for a public hearing in accordance wM1h timelines set forth in the city of Miami Code. The dppllce de decision -ma Xing body mil review the Information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 • It is found that this Warrant is for the addition of an Outdoor Dining Area for an existing Restaurant and does not require additional parking. • It is found that the applicant has submitted the necessary information attached to this file and is considered an official record on file with the Planning Department. The information attached demonstrates compliance with the guidelines and criteria required for this type of permit, as specified in Article 6, Section 6.3.2, of the Miami 21 Code. • A pre -application meeting was held on October 19, 2018, with the applicant in which comments generated from a preliminary review were discussed. The comments were addressed at the time of the Warrant submittal. • It is found that notices were sent to all abutting property owners and registered associations by certified mail on or about October 23, 2018; the Planning Department received no objections for the request. • Pursuant to the criteria set forth in Article 6, Section 6.3.2, of the Miami 21 Code, the City of Miami Zoning Ordinance, the application has been reviewed and found sufficient. Based on the above findings and the considered advice of the officers and agencies consulted on this matter and pursuant to Article 7, Section 7.1.1.2 of the Miami 21 Code, the subject application is hereby approved with conditions subject to the plans and supplementary materials submitted by the applicant on file with the of Planning Department and the following conditions. CONDITIONS 1. The development shall be substantially in accordance with the plans entitled "Swan Restaurant & Bar Bevy" as prepared by Kobi Karp. consisting of two page dated, stamped and signed October 22, 2018. 2. The restaurant may not exceed seat a count of 288 inside of the establishment, and 105 seats with 28 tables outside of the establishment. 3. The sales or serving of Alcohol is not a part of this application and must be approved through the appropriate process pursuant the Miami 21 Code and the City Code. 4. Any noise generated on site shall conform to Chapter 36 of the City Code noise regulation. 5. It shall be unlawful to play or operate music boxes, jukeboxes, radios, musical instruments or any other musical devices on or about the premises between the hours of 11 p.m. and 7 a.m. the following day, unless said music devices are played or operated in a closed building and the sound is not audible from the outside of the building so as to disturb the quiet, comfort or repose of persons in any dwelling, hotel or other type of residence. 6. Any concerns or complaints related to noise nuisance will be addressed and resolved immediately. File 7. Signage is not a part of this Warrant application and shall be reviewed and permit application. 8. Failure to comply with the conditions herein shall result in the revocation of this W NOTICE This submittal needs to be scheduled for a public hearing in accordance wM1h timelines set forth in the city of Miami Code. The appllce de decision -making body mil review the Information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 The final decision of the Director may be appealed to the Planning, Zoning, and Appeals Board by any aggrieved party, within fifteen (15) days of the date of issuance by filing a written appeal and appropriate fee with the Office of Hearing Boards, located at 444 SW 2nd Ave., 3rd Floor, Miami' FL 33130. Telephone number (305) 416-2030 Signature ' ..,e--e-' e r/ rancisco J. G�1-cia, Director Planning Department Date 12 7 4")78.- The occupant load of this business establishment has been set by the Fire Marshal of the City of Miami by the authority of Section 1:20.1.5.10.3 of the Florida Fire Prevention Code. SWAN RE NT& BAR BEVY Business Name Address OCCUPANT LO40 The occupant load of this business establishment has been set by the Fire Marshal of the City of Miami by the authority of Section 1:20.1.5.10.3 of the Florida Fire Prevention Code. > > 3 INSIDE LEVEL 2 Occupancy Load —SW-AN-RESTAURANT & BAR BEVY 90 NE 39 ST. Business Name Address NOVBMBBRt3at64 �Yl 9er 2018-�.b'Qri 1ie� � Fire Marshall -03 1 Z as N `a:£3Ed � a n m DBPR - GROOT DESIGN DISTRICT HOSPITALITY LLC; Doing Business As: SWAN. Licensee Details Licensee Information Name: Main Address: County: License Mailing: County: LicenseLocation: County: License Information License Type: Rank: License Number: Status: Licensure Date: Expires: Special Qualifications 250-349 SEATS Risk Level 2 Alternate Names This submittal needs to be schebu Let bra public hearing In accordance wilt Inmellnes set forth in the City of Miami Cede. The appllcade decision -making burly nnll renew the Intormagon at the pubec hearing to render a recommended on or a final tecia on. GROOT DESIGN DISTRICT HOSPITALITY LLC (Primary SWAN MIAMI (DBA Name) 90 NE 39TH STREET MIAMI Florida 33137 DADE 90 NE 39TH STREET SPACE LA101 MIAMI FL 33137 DADE 90 NE 39TH STREET SPACE LA101 MIAMI FL 33137 DADE Permanent Food Service Seating SEA2336061 Current,Active 10/31/2018 10/01/2021 Qualification Effective 10/21/2020 View Related License Information View License Complaint View Recent Inspections PZ-21-10118 11/07/23 2601 Blair Stone Road. Tallahassee FL 32399 :: Email: Customer Contact Center :: Customer Contact Center: 850.487.1395 The State of Florida is an AA/EEO employer. Copyright 2007-2010 State of Florida. Privacy Statement https://www.myfloridalicense.com/LicenseDetail.asp?SID=&id=22FC77BF3E5 8D9DF863... 2/ 1 /2021 DBPR - GROOT DESIGN DISTRICT HOSPITALITY LLC; Doing Business As: SWAN.. Licensee Details Licensee Information Name: Main Address: County: License Mailing: LicenseLocation: County: License Information License Type: Rank: License Number: Status: Licensure Date: Expires: Special Qualifications Invoice Sent Dual Beverage and Tobacco License Special Food Service - COP only Over the Counter Alternate Names This submittal needs to be schebu Let bra public hearing In accordance wilt Inmellnes set forth in the City of Miami Cede. The appllcade decision -making burly nnll renew the Intormagon at the pubec hearing to render a recommended on or a final tecia on. GROOT DESIGN DISTRICT HOSPITALITY LLC (Primary SWAN MIAMI (DBA Name) 1680 MERIDIAN AVENUE STE 303 MIAMI BEACH Florida 33139 DADE 90 NE 39TH STREET SPACE NO. LA 101 MIAMI FL 33137 DADE Retail Beverage 4COP BEV2335399 Current,Active 11/07/2018 03/31/2021 Qualification Effective 11/27/2018 11/07/2018 11/07/2018 11/07/2018 View Related License Information View License Complaint PZ-21-10118 11/07/23 2601 Blair Stone Road. Tallahassee FL 32399 :: Email: Customer Contact Center :: Customer Contact Center: 850.487.1395 https://www.myfloridalicense.com/LicenseDetail.asp?SID=&id=DOCE476EA 1146482CC 1... 2/1/2021 1. Do not operate the business until a Certificate of Use, a Business Tax Receipt and, it applicable, a Certificate of Occupancy are issued. 2, This inspection tee is not refundable. 3. Building must be open to all inspectors. 4. Pursuant to the Miami Charter Sec.-2-207(b)" All applications for Certificate of Use shall expire 90 working days from the dale of application if approval is not received for issuance of a certificate, unless the space is under construction with a valid permit and approvals cannot be made until work is completed". When all the required Inspections have been approved, the applicant must bring this Certificate of Use form to the Office of Zoning. 5. A reinspaction fee will be assessed it the inspector is unable to gain access, - TL�O LK°cr�S 1 2. 2-lict �C ►7-012gy o -TCco z EFpi e5 /22 City of Miami Lg33L� CERTIFICATE OF USE Recoo*,: cl ©1—C©3 t ic'/ltJI� 6. A sign permit is required for ail signs. 7. Inspectors will note any major items inspected, but not listed, on the record of Inspections, and also rejections. 8. To avoid unnecessary delay in processing applications and refnspeclions, please call when work is completed. Also make sure inspectors gain access to your particular place of business. 9. Inspection fee receipt and record of inspection must always be available to the Inspectors. 10. To schedule all Inspections with the City of Miami, please contact 311 or NET at (305) 468-5900. .- 11. To schedule all inspections with D.E.R.M., please contact (305) 372.6899, and or visit 701 NW 1s1 Court, PERK" 12. To schedule all inspections with the Health/Holel and Restaurant Department, please contact 1 (850) 487-1395. 1. Business Name: GrootDeslgnDistrictHospitalttyt,LC d Cin M IO(ri 3. Address of Business, Including suite or space number and zip code: 90 NE 39 ST Miami FL 33137 4. Mailing Address: (If Different) N/A 5, Business Telephone No: (305)704-0994 9. Transect Zone: T6 Fire Zone: 1179 Occ. Classification: 6. Emergency Telephone No: 7. Business Owner or Agent: Groot Design District Hospitality LL IDate: I Insp Initials: N/A N1A Type of Const: Dist, Code: i Night Insp. Shell ]I(73 ]IDC )I l ] IUYes XNo I UYes UNo Proposed/Approved Use: Comm - Food Srvc Eslbl.P `� ` Restrictions: Usage Codes: C•01,1 'fin �Z C.O. Number. Occ. Load ODD., Certificate No. -000-1'ef-) 2. Date 1012512018 8. E-mail address: Final Reviewer: N of Stories. Bldg. Protection Corridor C.U. Exempt 11`/3 4 I ❑ Yes §(No Sq. Ft./ Units,Seat or Floors: ie,Aeryes 16000.00 Sq Ft t sue, \S Date Receipt o. I have read the application and I do freely and voluntarily slate lhal the statements and information contained here is True and correct. V Z Signature of Owner/Agent 5rJ s< -ct-' CU-App-2562973 11/112018 Date p BTJIS 416 Rev. 5/14 Distribution: WhlteOwnerAgent; Canary'Owner/Agent (alter a certificate number is issued): Pink -Occupational Licenses; White Card-Qflice of Zoning A Certificate of Use that Is Inactive for over 180 days may result In an abandonment of the use In the future E�F_ iu. Zo --co fS toj rv`r o- Sec s SEVENTH AMENDMENT TO RETAIL LEASE THIS SEVENTH AMENDMENT TO RETAIL LEASE (this "Amendment") is entered into effective as of September 30, 2020 (the "Effective Date") by and among Oak Plaza Associates (Del.) LLC, a Delaware limited liability company (collectively, "Landlord"), Groot Design District Hospitality, LLC, a Florida limited liability company ("Tenant") and Groot Hospitality Holdings, LLC, a Delaware limited liability company ("Guarantor"). WITNESSETH: WHEREAS, Landlord and Tenant are parties to that certain Retail Lease dated March 10, 2017 ("Original Lease"), as amended by the letter agreement dated as of April 25, 2018 (the "First Amendment"), the Amendment to Retail Lease dated October 1, 2018 ("Second Amendment"), the Third Amendment to Retail Lease dated as of May 31, 2019 ("Third Amendment"), Fourth Amendment to Retail Lease dated as of October 18, 2019 ("Fourth Amendment"), Fifth Amendment to Retail Lease dated as of March 1, 2020 ("Fifth Amendment") and Sixth Amendment to Retail Lease dated as of April 1, 2020 ("Sixth Amendment"), each by and between Tenant and Landlord (thc Original Lease, as amended by thc First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment and Sixth Amendment, collectively, the "Base Lease"), whereby Tenant has leased from Landlord Spacc No. LA101 of the Lavcme Building ("Premises") located in the Miami Design District, as more particularly described in thc Base J raSr, and WHEREAS, Guarantor executed that certain Guaranty of Lease dated October 18, 2019 in favor of Landlord ("Guaranty") guaranteeing Tenant's obligations under the Lease; and NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, thc receipt and sufficiency of which are hereby acknowledged, thc parties, intending to be legally bound hereby, agree that thc Base Lease is modified as follows: 1. Defined Terms. All capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to them in the Base Lease The Base Lease as modified by this Amendment is hereinafter referred to as the "Lease". 2. Scheduled Rent July -September 2020. Landlord agrees to waive all unpaid Scheduled Rent accruing under the Lease through the Effective Date. 3. Jlntentionally Deletedl. 4. Estoppel. As of the Effective Date, Tenant and Guarantor each has no claims against Landlord, and no defenses or setoffs to its obligations under the Lease, and Tenant and Guarantor each hereby releases any and all cause of action, defense, set-off, claim or demand whatsoever, in law or in equity, against Landlord as of the Effective Date. To Landlord's knowledge, no default by Tenant currently exists under the Lease, and no condition exists which, with thc passing of time or the giving of notice or both, would constitute a default under the Lease by Tenant, subject to the following sentence. Landlord has temporarily waived Tenant's obligation to serve ood between 3:00 and 6:00 PM until thirty (30) days following Landlord's writtcn notice to Tenant that such waiver is terminated. 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Florida. 6. Ratification. Except as otherwise expressly amended by this Amendment, the terms and provisions of the Base Lease and Guaranty shall each remain in full force and effect and shall not be affected or modified hereby, and (i) the Base Lease, as amended hereby, arc ratified and affirmed in all respects and (ii) the Guaranty is ratified and affirmed in all respects . In the event of any conflict between the provisions of thc Base Lease and the provisions of this Amendment, this Amendment shall govern and prevail with regard to the subject matter in question. This submittal needs to be scheduled fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body mil renewthe information at the public hearing to render a recommendation or a final deciaon. PZ-21-10118 11 /07/23 7. Successors and Assiens. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 8. Lender Consent. To the extent that this Amendment requires the consent of Landlord's lender, Landlord has obtained such consent. 9. Counterpart& This Amendment may be executed in onc or morc counterparts, each of which shall be deemed to be an original instrument, but all such counterparts taken together shall constitute but onc Amendment. Signature pages to this Amendment may be executed and delivered by facsimile or electronic mail with the same force and effect as if original signature pages had been delivered to cach of the parties hereto. The recitals to this Amendment are incorporated herein and, by this reference, made a substantive part hereof. IN WITNESS WHEREOF, the parties cxccuted this Amendment effective as of the Effective Date. WITNESSES: TENANT: Groot Design District Hospitality, LLC, a Florida limited liability company Maxwell Pallor By: Swan Hospitality, LLC, its Manager Name: By: Groot Hospitality Holdings, LLC, its sole member D "aO"rc By: 4 / ti David Grutman, its President and CEO Name: Danielle Ward WITNESSES: GUARANTOR: GROOT HOSPITALITY HOLDINGS, LLC, a Delaware 1it#ted liability company By: Print Name; Maxwell Pallot V 4J Print Name• vane* ward WITNESSES: cwft £1Q '4 A IOAt,VO 8913791-19 David Grutman, its President and CEO LANDLORD: Oak Plaza Associates (Del.) LLC, a Delaware limited liability company By: Miami Design District Associates Manager, LLC, a Delaware limited liability company, its Manager By: Name: Title: This submittal needs to be schebu let for public hearing In accordance wilt Inmellnes set forth in the City of Miami Cade. The appllcade decision -making body nnll renew the Intormagon at the pubec hearing to render a recommendation or a final dada on. PZ-21-10118 11/07/23 NOTICE This submittal needs to be scheduled for a public hearing in accordance with tl meline, set forth in the city of Miami Cede. The applica die decision -making body mil renew the information at the public hearing to render a recommendation or a finaldecia on. SIXTH AMENDMENT TO RETAIL LEASE THIS SIXTH AMENDMENT TO RETAIL LEASE (this "Amendment") is entered into effective as of April 1, 2020 (the "Effective Date") by and among Oak Plaza Associates (Del.) LLC, a Delaware limited liability company (collectively, "Landlord"), Groot Design District Hospitality, LLC, a Florida limited liability company ("Tenant") and Groot Hospitality Holdings, LLC, a Delaware limited liability company ("Guarantor"). WITNESSETH• WHEREAS, Landlord and Tenant are parties to that certain Retail Lease dated March 10, 2017 ("Original Lease"), as amended by the letter agreement dated as of April 25, 2018 (the "First Amendment"), the Amendment to Retail Lease dated October 1, 2018 ("Second Amendment"), the Third Amendment to Retail Lease dated as of May 31, 2019 ("Third Amendment"), Fourth Amendment to Retail Lease dated as of October 18, 2019 ("Fourth Amendment") and Fifth Amendment to Retail Lease dated as of March 1, 2020 ("Fifth Amendment"), each by and between Tenant and Landlord (the Original Lease, as amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment and Fifth Amendment, collectively, the "Base Lease"), whereby Tenant has leased from Landlord Space No. LA101 of the Laverne Building ("Premises") located in the Miami Design District, as more particularly described in the Base Lease; and WHEREAS, Guarantor executed that certain Guaranty of Lease dated October 18, 2019 in favor of Landlord ("Guaranty") guaranteeing Tenant's obligations under the Lease; and NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree that the Base Lease is modified as follows: 1. Defined Terms. All capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to them in the Base Lease. The Base Lease as modified by this Amendment is hereinafter referred to as the "Lease". 2. Scheduled Rent April -June 2020. On execution of this Amendment by the parties hereto, Tenant shall pay to Landlord the sum of $353,374.15, in full payment of Minimum Rent (including without limitation, "Additional Minimum Rent" (as hereafter defined)), OC Charges, Taxes, Trash and FPL charges (collectively "Scheduled Rent"), which such amount includes applicable sales tax thereon accruing under the Lease through the period ending June 30, 2020. So long as Tenant makes such payment, then all other Scheduled Rent, and applicable sales tax due thereon, under the Lease through June 30, 2020, which may be in excess of such amount, if any, shall be waived by Landlord. 3. Scheduled Rent July -December 2020. For the period commencing July 1 2020 and ending December 31, 2020, Scheduled Rent shall be reduced by 50%, so that the monthly payment of Scheduled Rent for such period shall be $53,767.12 in the aggregate, plus sales tax, all of which shall be payable as and when set forth in the Lease. 4. Scheduled Rent Calendar Year 2021. During calendar year 2021, Tenant shall pay Landlord monthly Scheduled Rent equal to the sum of (i) Minimum Rent of $58,333.33 ("Base Minimum Rent") and (ii) the $37,637 monthly increment to Minimum Rent payable pursuant to the PZ-21-10118 11/07/23 This submittal needs to be scheduled for a public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision-rna king body mil renew the information at the public hearing to render a recommendation or a final decia on. Fifth LMA (which increment is herein sometimes called "Additional Minimum Rent"), tax on the foregoing. Percentage Rent shall be paid in calendar year 2021 and each calend thereafter as set forth in Section 7 below. Tenant shall not be obligated to pay OC Charges or T coming due under the Lease during calendar year 2021 or any calendar year thereafter. Tenant shall not be obligated to pay any Trash charges coming due under the Lease in calendar year 2021 only. "Minimum Rent" as used herein shall mean the sum of Base Minimum Rent and Additional Minimum Rent. 5. Scheduled Rent Calendar Year 2022 through Expiration Date. During calendar year 2022 and each calendar year thereafter, Tenant shall pay Landlord Scheduled Rent equal to the sum of (i) Base Minimum Rent (increased as set forth below in Section 6 hereinbelow), (ii) Additional Minimum Rent, (iii) Trash charges, (v) Increased Insurance Charges and (vi) increased Tax Charges (each defined below), plus applicable sales tax on all of the foregoing. 6. Base Minimum Rent Annual Increases. On January 1, 2022, and on the first day of each calendar year thereafter (including the Renewal Term, if applicable), Base Minimum Rent shall increase by three percent (3.0%) per annum above the Base Minimum Rent due during the immediately preceding calendar year. Additional Minimum Rent shall not increase under any circumstances. 7. Percentage Rent. "Percentage Rent", as that term is used in the Lease, shall mean eight percent (8%) of annual Gross Sales in excess of a breakpoint of $10,000,000 for each calendar year commencing January 1, 2021. Percentage Rent shall be due and payable as set forth in Sections 3.2 and 3.3 of the Base Lease, provided, however, that Sections 1.10, 3.2 and 3.3 are amended to replace all references to "Lease Year" therein with "calendar year". 8. Taxes and Insurance. Effective as of July 1, 2020, Article 5 of the Original Lease is amended and restated in its entirety to read as follows: "ARTICLE 5 INCREASED TAXES AND INSURANCE 5.1 Increased Insurance Charge. Commencing January 1, 2022, Tenant shall pay Landlord an amount equal to Tenant's Proportionate Share of increased Insurance Costs (defined below) (Tenant's share thereof being hereinafter referred to as the "Increased Insurance Charge") with respect to the Premises, plus applicable sales tax thereon. The Increased Insurance Charge shall be payable as set forth in Section 5.3 below. The Increased Insurance Charge shall be adjusted on January 1, 2023 and on the first day of each calendar year thereafter during the Term as set forth in Section 5.3 below. For purposes of the Lease, "Insurance Costs" means all out-of-pocket insurance premiums for property, liability, rent loss, and all other property or casualty insurance maintained by Landlord with respect to the Building. "Increased Insurance Costs" for any calendar year means the amount by which Insurance Costs for that calendar year exceeds Insurance Costs for calendar year 2020. Landlord will supply Tenant with such supporting documentation reasonably requested by Tenant to confirm the amount of the Insurance Costs, Increased Insurance Costs or the Increased Insurance Charge. 5.2 Increased Tax Charge. Commencing January 1, 2022, Tenant shall pay Landlord an amount equal to Tenant's Proportionate Share of Increased Taxes (Tenant's share thereof being hereinafter referred to as the "Increased Tax Charge") with respect to the Premises, plus applicable 2 8913791-19 PZ-21-101 18 11 /07/23 This submittal needs to be schebu led bra public hearing In accordance wilt timelines set forth in the City of Miami Cede. The appllcade decision -making burly nnll renew the Informagon at the pubec hearing to render a recommended on or a final decia on. sales tax thereon. The Increased Tax Charge shall be payable as set forth in Section 5.3 bel Increased Tax Charge shall be adjusted on January 1, 2023 and on the first day of each calend thereafter during the Term as set forth in Section 5.3 below. "Increased Taxes" means the amou by which Taxes for such calendar year exceeds the Taxes for calendar year 2020. Landlord will supply Tenant with such supporting documentation reasonably requested by Tenant to confirm the amount of the Taxes, Increased Taxes or the Increased Tax Charge. 5.3 Manner of Payment; Annual Increases. The Increased Tax Charge and the Increased Insurance Charge shall be paid in the following manner: (A) As soon as practicable prior to calendar year 2022 and each new calendar year thereafter during the Term, Landlord shall reasonably and in good faith estimate in advance the Increased Tax Charge and Increased Insurance Charge for such calendar year commencing 2022, and shall give not less than thirty (30) days prior written notice thereof to Tenant, together with such supporting documentation as reasonably requested by Tenant. In such event, Tenant shall pay such estimated amounts, on a monthly basis over the remaining portion of the calendar year, together with applicable sales tax thereon, on or before the first day of each calendar month, together with Tenant's payment of Minimum Rent. Not more frequently than two times during any calendar year, Landlord may reasonably and in good faith adjust the estimated amounts from time to time coming due during the Term upon not less than thirty (30) days prior written notice to Tenant, together with supporting documentation reasonably requested by Tenant. Notwithstanding the foregoing, failure of Landlord to timely notify Tenant of the new monthly estimates of Increased Insurance Charge and Increased Tax Charge shall not be deemed a waiver by Landlord to increase the monthly estimates of Increased Tax Charge and Increased Insurance Charge as set forth herein; any adjustments to the amounts due hereunder for such calendar year shall be amortized over the balance of monthly payments remaining during such calendar year. so long as Tenant has not less than thirty (30) days prior written notification by Landlord to Tenant of the new monthly estimates of Increased Insurance Charge and Increased Tax Charge, together with reasonably supporting documentation, as aforesaid. (B) As soon as practicable after the end of each calendar year commencing 2022, Landlord shall provide a statement (the "Statement") to Tenant showing (i) the amount of Taxes for such calendar year, and (ii) the amount of Insurance Costs for such calendar year paid by Landlord. Within forty-five (45) days following Landlord's delivery of such Statement to Tenant, Landlord shall advise Tenant, with reasonably requested supporting documentation, of the Increased Tax Charge and the Increased insurance Charge payable for the prior calendar year as computed based upon the actual cost thereof paid by the Landlord. If there shall have been an underpayment by the Tenant based on Landlord's estimates, the Tenant shall pay the difference within thirty (30) days of receipt of written request therefor from Landlord; if there shall have been an overpayment by Tenant, Tenant shall be given a credit towards the next due monthly installments of Increased Tax Charge and/or Increased Insurance Charge, as applicable. If the Term shall have expired, and Tenant has overpaid for the final full or partial final calendar year of the Term, Landlord shall within thirty (30) days thereof provide the Statement to Tenant and contemporaneously refund any overpayment to Tenant computed based upon the actual cost thereof paid by the Landlord simultaneously with the delivery of the Statement. If the Term shall have expired, and Tenant underpaid for the final or full partial calendar year of the Term, Tenant shall, unless Tenant objects to the Statement pursuant to the provisions below, pay the difference to Landlord with forty-five (45) days of receipt of the Statement (and the foregoing covenant shall survive the termination or expiration of this Lease). Tenant shall have forty-five (45) days from the date Landlord renders its Statement, together with all such reasonably supporting documentation requested by or required by Tenant to confirm the amounts claimed due, to object to such Statement in writing. If Tenant fails to object in writing 3 8913791-19 PZ-21-101 18 11 /07/23 This submittal needs to be scnedu Led for a public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body w ll renew the information at the public hearing to render a recommendation or a final decia on. within said forty-five (45) days, then it shall be conclusively presumed that Tenant acknowledges it is liable for the amount of the Increased Tax Charge and the Increased Ins Charge as calculated by Landlord based on the actual amounts thereof paid by Landlord. payments of Minimum Rent, Increased Tax Charge and Increased Insurance Charge, including without limitation all applicable sales taxes thereon, are deemed to be Rent under this Lease. C. Increased Taxes and Insurance. Each reference to "Taxes" in Sections 4.1, 4.2, 15, 21.7 and 22.5 of the Original Lease are replaced with "Increased Tax Charge and Increased Insurance Charge" or "Increased Tax Charge, Increased Insurance Charge", as applicable. 5.4 Tax Refunds, Supplemental Billings and Fiscal Tax Years. Tax refunds, less all costs incurred by Landlord in connection with appealing the Taxes, shall be deducted from Taxes in the year they are received by Landlord. If Taxes for any period during the Term or any extension thereof shall be increased after payment thereof by Landlord for any reason, including without limitation error, reassessment, or supplemental billing by applicable governmental or municipal authorities, Tenant shall pay Landlord within twenty (20) days after Tenant's receipt of written notice from Landlord Tenant's Proportionate Share of the Increased Taxes. If any Taxes shall be paid based on assessments or bills by a governmental or municipal authority using a fiscal year other than a calendar year, Landlord may elect from time to time to bill Tenant and make adjustments for the Increased Tax Charges: (i) based on such fiscal year, or (ii) based on tax payments becoming due during the subject calendar year without regard to such fiscal year. 5.5 Finality of Statements and Landlord Billings. Unless Tenant takes exception to any Statement or any billing, invoicing or other sum claimed by the Landlord under or pursuant to this Lease ("Invoice") by written notice to Landlord within forty five (45) days after Landlord provides such Statement or Invoice to Tenant, such Statement or Invoice shall be considered final and binding on Tenant. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality of such Statement or Invoice, and accordingly agrees that time is of the essence of this Section. If Tenant takes exception to any matter contained in any Statement or Invoice as provided herein, Landlord may refer the matter to an independent certified public accountant, whose certification as to the proper amount shall be final and binding as between Landlord and Tenant. Tenant shall promptly pay the cost of such certification unless such certification determines that Tenant was overbilled. Pending resolution of any such exceptions, Tenant shall continue paying the monthly estimated Increased Tax Charge and monthly estimated Increased Insurance Charge in the amounts determined by Landlord, subject to adjustment between the parties after any such exceptions are resolved. 5.6 General Matters. So long as Tenant's obligations hereunder are not materially adversely affected thereby, Landlord reserves the right to reasonably change, from time to time, the manner or timing of the foregoing payments by at least thirty (30) day advance written notice to Tenant. Although this Lease contemplates the computation of the Increased Tax Charge and Increased Insurance Charge on a cash basis, Landlord may make reasonable and appropriate accrual adjustments and Landlord reserves the right to change to a full accrual system of accounting. In lieu of providing one Statement covering the Increased Tax Charge and Increased Insurance Charge, Landlord may provide separate statements at the same or different times. No delay by Landlord in providing the Statement (or separate statements) shall be deemed a default by Landlord or a waiver of Landlord's right to require payment of Tenant's obligations for actual or estimated Increased Tax Charge and actual or estimated Increased Insurance Charges." 4 8913791-19 PZ-21-101 18 11 /07/23 This submittal needs to be scheduled for a public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body mil renew the Information at the public hearing to render a recommendation or a final decia on. 9. Valet Charges. From and after the date hereof, Tenant shall not be respo payment of any fees, costs or expenses incurred in connection with the valet station in front Premises. 10. Estoppel. As of the Effective Date, Tenant and Guarantor each has no claims against Landlord, and no defenses or setoffs to its obligations under the Lease, and Tenant and Guarantor each hereby releases any and all cause of action, defense, set-off, claim or demand whatsoever, in law or in equity, against Landlord as of the Effective Date. To Landlord's knowledge, no default by Tenant currently exists under the Lease, and no condition exists which, with the passing of time or the giving of notice or both, would constitute a default under the Lease by Tenant, subject to the following sentence. Landlord has temporarily waived Tenant's obligation to serve food between 3:00 and 6:00 PM until thirty (30) days following Landlord's written notice to Tenant that such waiver is terminated. 11. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Florida. 12. Ratification. Except as otherwise expressly amended by this Amendment, the terms and provisions of the Base Lease and Guaranty shall each remain in full force and effect and shall not be affected or modified hereby, and (i) the Base Lease, as amended hereby, are ratified and affirmed in all respects and (ii) the Guaranty is ratified and affirmed in all respects . In the event of any conflict between the provisions of the Base Lease and the provisions of this Amendment, this Amendment shall govern and prevail with regard to the subject matter in question. 13. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 14. Lender Consent. To the extent that this Amendment requires the consent of Landlord's lender, Landlord has obtained such consent. 15. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all such counterparts taken together shall constitute but one Amendment. Signature pages to this Amendment may be executed and delivered by facsimile or electronic mail with the same force and effect as if original signature pages had been delivered to each of the parties hereto. The recitals to this Amendment are incorporated herein and, by this reference, made a substantive part hereof. [SIGNATURES CONTINUED ON NEXT PAGE] 5 8913791-19 IN WITNESS WHEREOF, the parties executed this Amendment effective as of the Effect WITNESSES: TENANT: A*4- Name: Maxwell Pallot Name: Danielle Ward WITNESSES: Print Name: Maxwell Pallot Print Name: Danielle Ward WITNESSES: GaLuel Okla° Name: A ll2l'A fHoAsO Name• ( i uI Fl; ckrr� This submittal needs to be schebu Let bra public hearing In accordance wilt Inmellnes set forth in the City of Miami Cede. The appllcade decision -making burly nnll renew the Intormagon at the pubec hearing to render a recommended on or a final tecia on. PZ-21-10118 11/07/23 Groot Design District Hospitality, LLC, a Florida limited liability company By: Swan Hospitality, LLC, its Manager By: Groot Hospitality Holdings, LLC, its sole member By: David Grutman, its President and CEO GUARANTOR: GROOT HOSPITALITY HOLDINGS, LLC, a Delaware li ted liability company Y• David Grutman, its President and CEO LANDLORD: Oak Plaza Associates (Del.) LLC, a Delaware limited liability company By: Miami Design District Associates Manager, LLC, a Delaware limited liability company, its Manag By: Name: Title: NOTICE This submittal needs to be scnedu Led for a public hearing in accordance with omermes set forth in the City of Miami Code. The applicade decision -making body mil renew the infonnabon at the public hearing to render a recommendation or a final decia on. FIFTH AMENDMENT TO RETAIL LEASE THIS FIFTH AMENDMENT TO RETAIL LEASE (this "Amendment") is en into effective as of February 27, 2020 (the "Effective Date") by and among Oak Plaza Associa (Del.) LLC, a Delaware limited liability company (collectively, "Landlord"), Groot Design District Hospitality, LLC, a Florida limited liability company ("Tenant") and Groot lospitality Holdings, LLC, a Delaware limited liability company ("Guarantor"). WIITNESSETH: WHEREAS, Landlord and Tenant are parties to that certain Retail Lease dated March 10, 2017 ("Original Lease"), as amended by thc letter agreement dated as of April 25, 2018 (the "First Amendment"), the Amendment to Retail Lease dated October 1, 2018 ("Second Amendment"), the Third Amendment to Retail Lease dated as of May 31, 2019 ("Third Amendment") and Fourth Amendment to Retail Lease dated as of October 18, 2019 ("Fourth Amendment"). each by and between Tenant and Landlord (the Original Lease, as amended by the First Amendment, Second Amendment, Third Amendment and Fourth Amendment, collectively, the "Base Lease"), whereby Tenant has leased from Landlord Space No. LA 101 of the Laverne Building ("Premises") located in the Miami Design District, as more particularly described in the Base 1.ease; and WHEREAS, Guarantor executed that certain Guaranty of Lease dated October 18, 2019 in favor of Landlord ("Guaranty") guaranteeing Tenant's obligations under the Lease. NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration. the receipt and sufficiency of which are herd') acknowledged, the parties, intending to be legally bound hereby, agree that the Base Lease is modified as follows: 1. Defined Terms. All capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to them in the Base Lease. The Base Lease as modified by this Amendment is hereinafter referred to as the "Lease". 2. Additional Minimum Rent. Section 1.9 of the Original Lease is hereby amended so that the applicable monthly Minimum Rent amount due each month commencing March I. 2020 through the last day of the tenth (10el) Lease Year shall increase by $37,637.00. 3. Termination. In consideration of Tenant agreeing to Section 2 above, Landlord agrees to cause its affiliate to simultaneously execute and deliver to Tenant that certain Termination of Note and Loan Agreement between its affiliate and t enant dated as of even date herewith in the form attached hereto as Exhibit A. All references to the Loan, the Note and the Loan Agreement in the Lease arc hereby deleted in their entirety. 4. F.stoppeL As of the Effective Date, Tenant has no claims against Landlord, and no defenses or setoffs to its obligations under the Lease, and Tenant hereby releases any and all cause of action, defense, set -oft, claim or demand whatsoever, in law or in equity, against Landlord as of the Effective Date. To Landlord's knowledge. no default by Tenant currently exists under the Lease, and no condition exists which, with the passing of time or the giving of notice or both, would constitute a default under the Lease by Tenant. Landlord has temporarily waived Tenant's obligation to serve food between 3:00 and 6:00 PM until thirty (30) days following Tenant's receipt of Landlord's written notice to Tenant that such waiver is terminated. 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Florida. 5. Ratification. F.xcept as otherwise expressly amended by this Amendment, the terms and provisions of the Base Lease and Guaranty shall each remain in full force and effect and shall not be affected or modified hereby, and (i) thc Base Lease, as tuncnded hereby, is ratified and affirmed in all respects and (ii) the Guaranty is ratified and affirmed in all respects. In the event of 9600462.2 PZ-21-10118 11/07/23 PUBL,C 4 any contlict between the provisions of the Base Lease and the provisions of this Amendm Amendment shall govern and prevail with regard to the subject matter in question. at 4,- 9 NOTICE This submittal needs to be scheduled for a public hearing in accordance with timelines set forth in the City of Miami Cede. The applica de decision-rna king bedywill renew the infomnauon at the public hearing to render a recommendation or a final decision. 6 Successors and Assigns. this Amendrnent shall be binding upon and shall inure the benefit of the parties hereto and their respective successors and assigns. 7. Lender Consent. To the extent that the amendment to the Base Lease as provided for herein requires the consent of Landlord's lender, Landlord represents that it has obtained such consent. 8. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall he deemed to be an original instrument, but all such counterparts taken together shall constitute but one Amendment. Signature pages to this Amendment may he executed and delivered by facsimile or electronic mail with the same force and effect as if original signature pages had been delivered to each of the parties hereto. The recitals to this Amendment are incorporated herein and, by this reference, made a substantive part hereof. IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the Effective Date. WITNESSES: Name: MWQ u ?..flay 77,Lizi4A,/ Name: 4e.,nie1Ie WITNESSES: Print Name: rvl..K,0i( 4.,1f o1- Print Name:p,,,.pJfa t,Jw{j_ WITNESSES: Name: 9600462.2 V IiCiA AlomSO TENANT: ' Groot Design District Hospitality, LLC, a Florida limited liability company By: Swan Hospitality LLC, its Manager By: Groot II • italic 1 •. • ings, LLC, its sole rnem avid Grut an, its President and CFO CUARANT! R: GROOT /•SPITA Y HOLDINGS, LI C. a Delaw„te limits 'lity company By: avid Grutman. its President and CEO Address: 1680 Meridian Ave 4303, Miami Beach, FL 33139 LANDED Oak Pla limited 1 By: Mia I.1.C, Mana B}• Na I ill ates ( mpa n Dist el.) LLC, a Delaware ct Associates Manager, ny, its 1�- 1104401.4 - QeF PZ-21-10118 11/07/23 AO' IEWCO Q This submittal needs to be scnedu Led for a public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body mil renew the Information at the public hearing to render a recommendation or a final dec.W on. FOURTH AMENDMENT TO RETAIL LEASE THIS FOURTH AMENDMENT TO RETAIL LEASE (this "Amendment") is into effective as of October 18, 2019 (the "Effective Date") by and between Oak Plaza Assoc (Del.) LLC, a Delaware limited liability company (collectively, "Landlord"), and Groot Design District Hospitality, LLC, a Florida limited liability company ("Tenant"). WITNESSETH: PZ-21-10118 11/07/23 WHEREAS, Landlord and Tenant are parties to that certain Retail Lease dated March 10, 2017 ("Original Lease"), as amended by the letter agreement dated as of April 25, 2018 (the "First Amendment"), the Amendment to Retail Lease dated October 1, 2018 ("Second Amendment") and the Third Amendment to Retail Lease dated as of May 31, 2019 ("Third Amendment"), each by and between Tenant and Landlord (the Original Lease, as amended by the First Amendment and Second Amendment, collectively, the "Base Lease"), whereby Tenant has leased from Landlord Space No. LA101 of the Laverne Building ("Premises") located in the Miami Design District, as more particularly described in the Base Lease; and WHEREAS, Tenant and Landlord are also parties to that certain Lease dated effective as of December 3, 2018 ("107 Lease") with respect to Space No. LA107 in the Laverne Building; and WHEREAS, Tenant and Landlord desire to amend the Base Lease as set forth herein. NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows: 1. Defined Terms. All capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to them in the Base Lease. The Base Lease as modified by this Amendment is hereinafter referred to as the "Lease". 2. Amendments. A. Gross Sales. Effective as of October 20, 2018, the following is hereby added to Section 3.7 of the Base Lease following the last sentence therein: "Notwithstanding anything herein to the contrary, Gross Sales shall also not include the following additional items: (i) gratuities, service charges and tips collected from the customers which are distributed directly to Tenant's employees and restaurant staff and not retained by Tenant, (ii) all sums and credits received from an insurance or indemnity company in settlement of claims for loss or damage to merchandise or trade fixtures or equipment or otherwise at the Premises; (iii) insurance proceeds from damage by fire or other casualty, whether or not used to restore Tenant's property within the Premises (but excluding business interruption insurance), (iv) cash or credit refunds to customers on transactions previously included in Gross Sales or any cash or credit refunds upon any sale made in or from the Premises previously included in Gross Sales, where the food, merchandise, or any goods are returned by the purchaser; (v) receivables reported as bad debt on sales made at the Premises for federal and state income tax purposes written off during the normal course of business, provided such bad debts do not exceed in the aggregate of two percent (2%) of Gross Sales during any Lease Year or Partial Lease Year, and further provided that if such bad debts are subsequently collected, they shall be included in Gross Sales for the Lease Year during which they are collected, (vi) any fees or charges paid by Tenant to any food delivery company or service unaffiliated with Tenant which are reimbursed by the customer in full at no mark-up can be deducted from Gross Sales; and (vii) the amount of any courtesy discounts or "comps" given to Tenant's employees or customers of Tenant, to the extent same were originally included in Gross Sales, not to exceed seven percent (7%) of Tenant's annual Gross Sales. Lastly, there shall be deducted from Gross Sales any commissions or fees payable by Tenant to promoters, event managers or other event planners or personnel with 8913791-19 This submittal needs to be scnedu Led for a public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body mil renew the Information at the public hearing to render a recommendation or a final dec.W on. respect to events held at the Premises, so long as the gross sales from such event or pro of any such commissions or fees, are included in Tenant's Gross Sales." B. The following is hereby added to Article 19 of the Base Lease following last sentence therein: "Landlord shall from time to time, within 20 days after receipt of written request from Tenant, which request may only be submitted once per Lease Year, execute and deliver to Tenant a statement: (i) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that the Lease as so modified, is in full force and effect (or if the Lease is claimed not to be in force and effect, specifying the ground therefor) and the dates to which the Minimum Rent, Percentage Rent and other charges hereunder have been paid, and the amount of any Security Deposit, (ii) acknowledging that there are not, to Landlord's knowledge, as of the date thereof, any uncured defaults on the part of Tenant, or specifying such defaults if any are claimed, and (iii) certifying such other matters as Tenant may reasonably request." PZ-21-10118 11/07/23 C. The following is added at the end of Section 20.6(b)(ii) of the Base Lease: "Notwithstanding anything herein to the contrary, if at any time David Grutman ("Grutman"), directly or indirectly, is no longer responsible for the day-to-day management and operation of the business conducted at the Premises for Permitted Use (other than as a result of his death or disability) (a "Grutman Exit Event"), then Landlord shall have a right to approve any replacement person or entity to be responsible for the day-to-day management of the business conducted at the Premises for the Permitted Use (such approval shall not be unreasonably withheld or delayed)." D. Concurrently with Tenant's execution of this Amendment, Tenant shall ensure that Landlord receives a Guaranty of Lease from GROOT HOSPITALITY HOLDINGS, LLC ("Guarantor") in the form attached hereto as Schedule 1 and made a part hereof (the "Guaranty"). The second sentence of Article 40 of the Original Lease is deleted in its entirety. 3. Security Deposit. Tenant agrees that a portion of the Security Deposit under the Base Lease in the amount of $73,286.78 shall be applied by Landlord (i) to rent payable by Tenant through October 31, 2019 under the 107 Lease in the amount of $63,683.78 and (ii) to rent payable by Tenant through October 31, 2019 under the Lease in the amount of $9,603.00. No other rent or payments are due and payable from Tenant to Landlord under the 107 Lease or the Lease through October 31, 2019. In addition, Tenant acknowledges Landlord has refunded, and Tenant has received, the balance of the Security Deposit under the Lease. 4. Estoppel. As of the Effective Date, Tenant has no claims against Landlord, and no defenses or setoffs to its obligations under the Lease, and Tenant hereby releases any and all cause of action, defense, set-off, claim or demand whatsoever, in law or in equity, against Landlord as of the Effective Date. Tenant acknowledges (i) its receipt of the Elevator Credit, Trash Room Credit, Impact Glass Credit and all other allowances, credits or payments Tenant is entitled to receive from Landlord under the Lease and that (ii) Landlord is not liable for the payment of any other impact fees, water connection fees or any other fees or costs associated with Tenant's operations at the Premises ("Use Fees") and that Tenant is solely responsible for the payment of any Use Fees due or owing following the date hereof solely in connection with its operations at the Premises. To Landlord's knowledge, no default by Tenant currently exists under the Lease, and no condition exists which, with the passing of time or the giving of notice or both, would constitute a default under the Lease by Tenant, subject to the following sentence. Landlord has temporarily waived Tenant's obligation to serve food between 3:00 and 6:00 PM until thirty (30) days following Landlord's written notice to Tenant that such waiver is terminated. 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Florida. 2 8913791-19 This submittal needs to be schebu Let bra public hearing In accordance wilt Inmellnes set forth in the City of Miami Cede. The appllcade decision -making burly nnll renew the Intormagon at the pubec hearing to render a recommended on or a final tecia on. 6. Ratification. Except as otherwise expressly amended by this Amendmen and provisions of the Base Lease shall remain in full force and effect and shall not be a modified hereby, and the Base Lease, as amended hereby, is ratified and affirmed in all resp the event of any conflict between the provisions of the Base Lease and the provisions o Amendment, this Amendment shall govern and prevail with regard to the subject matter in question. 7. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. PZ-21-10118 11/07/23 8. Lender Consent. To the extent that the amendment to the Base Lease as provided for herein requires the consent of Landlord's lender, Landlord has obtained such consent 9. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all such counterparts taken together shall constitute but one Amendment. Signature pages to this Amendment may be executed and delivered by facsimile or electronic mail with the same force and effect as if original signature pages had been delivered to each of the parties hereto. The recitals to this Amendment are incorporated herein and, by this reference, made a substantive part hereof. 3 8913791-19 IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the WITNESSES: Name: titaKt.,P,(( \9a,jIo4 Y)2,),„ Name: � ; P, ije- WADE-! WITNESSES: Name '1 t Ic(CLd C er alillb 0110,1063 Name: A fi'e l A 1 toms D TENANT: Groot Design District Hospitality, LLC, a Florida limited liability company By: Swan Hospitality, LLC, ' Manager By: Groot Hospitaolding member By: LANDLORD: This submittal needs to be schebu Let bra public hearing In accordance wilt Inmellnes set forth in the City of Miami Cede. The appllcade decision -making burly nnll renew the Iniormagon at the pubec hearing to render a recommended on or a final tecia on. PZ-21-10118 11/07/23 its sole Grutman, its Presid - nt and CEO Oak Plaza Associates (Del.) LLC, a Delaware limited liability company By: Miami D LLC, a Delaw Manager 4 n District Associates Manager, mited liabilit�y�e!ompany, its 8913791-19 SCHEDULE 1 GUARANTY OF LEASE See Attached 5 This submittal needs to be schebu led bra public hearing In accordance wilt timelines set forth in the City of Miami Cede. The appllcade decision -making burly nnll renew the Informagon at the pubec hearing to render a recommended on or a final decia on. PZ-21-10118 11/07/23 8913791-19 This submittal needs to be schebu Let bra public hearing In accordance wilt Inmellnes set forth in the City of Miami Cede. The appllcade decision -making burly nnll renew the Intormagon at the pubec hearing to render a recommended on or a final tecia on. PZ-21-10118 11/07/23 GUARANTY OF LEASE THIS GUARANTY OF LEASE (the "Guaranty") is made as of this 18th day of October ,2019, by GROOT HOSPITALITY HOLDINGS, LLC, a Delaware limited liability company ("Guarantor") in favor of OAK PLAZA ASSOCIATES (DEL.), LLC ("Landlord"). RECITALS: A. Groot Design District Hospitality, LLC, a Florida limited liability company ("Tenant") is desirous of entering into that certain Fourth Amendment to Retail Lease of even date herewith ("Fourth LMA") with Landlord, which amends that certain Retail Lease dated March 10, 2017 ("Original Lease"), as amended by the letter agreement dated as of April 25, 2018 (the "First Amendment"), the Amendment to Retail Lease dated October 1, 2018 ("Second Amendment") and the Third Amendment to Retail Lease dated as of May 31, 2019 ("Third Amendment"), each by and between Tenant and Landlord (the Original Lease, as amended by the First Amendment and Second Amendment, collectively, the "Base Lease"), relating to certain premises known as Space LA 101 of the Laverne Building in Miami, Florida (which Lease is herein referred to as the "Lease"); and B. Tenant executed that certain Promissory Note in the amount of $4,000,000 ("Loan") dated March 10, 2017, as amended, in favor of Miami Design District Associates, LLC; and C. Guarantor has requested that Landlord enter into the Fourth LMA; and D. Landlord has declined to enter into the Fourth LMA unless Guarantor executes and delivers this Guaranty. NOW THEREFORE, to induce Landlord to enter into this Fourth LMA, Guarantor hereby agrees as follows: 1. Unconditional Guaranty. Guarantor unconditionally guarantees to Landlord and the successors and assigns of Landlord the full and punctual payment, performance and observance by Tenant of all of the terms, covenants and conditions in the Lease to be kept, performed or observed by Tenant. Without limiting the foregoing, Guarantor guarantees the performance or payment of any liability of Tenant which shall accrue under the Lease for any period preceding as well as any period following the term of the Lease. If, at any time, Tenant shall default in the performance or observance of any of the terms, covenants or conditions in the Lease to be kept, performed or observed by Tenant, including, without limitation, the payment of any rent or other charge, Guarantor will keep, perform and observe the same, as the case may be, in place and stead of Tenant. 2. Waiver of Notice; No Release of Liability. Any act of Landlord or the successors or assigns of Landlord consisting of the giving of any consent to any manner or thing relating to the Lease, or the granting of any indulgences or extensions of time to Tenant, may be done without any notice to Guarantor and without releasing the obligations of Guarantor hereunder. The obligations of Guarantor hereunder shall not be released by Landlord's receipt, application or release of security given for the performance and observance of covenants and conditions in the Lease to be performed or observed by Tenant, or by any modifications of the Lease. The liability of Guarantor hereunder shall in no way be affected by (a) the release or discharge of Tenant in any creditors, receivership, bankruptcy, or other proceedings; (b) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant's liability under the Lease resulting from the operation of any present or future provision of the Federal Bankruptcy Code or other statute or from the 6 8913791-19 This submittal needs to be schebu Let bra public hearing In accordance wilt Inmellnes set forth in the City of Miami Cede. The appllcade decision -making burly nnll renew the Intormagon at the pubec hearing to render a recommended on or a final tecia on. decision in any court; (c) the rejection or disaffirmance of the Lease in any such pr (d) the assignment or transfer of the Lease by Tenant; (e) any disability or other d Tenant; (f) the cessation from any cause whatsoever of the liability of Tenant; or (g) the e by Landlord of any rights or remedies reserved to Landlord under the Lease, provide permitted by law or by reason of any termination of the Lease. PZ-21-10118 11/07/23 3. Joinder; Statute of Limitations. Guarantor agrees that it may be joined in any action against Tenant in connection with the obligations of Tenant under the Lease as covered by this Guaranty and recovery may be had against Guarantor in any such action or Landlord may enforce the obligations of Guarantor hereunder without first taking any action whatsoever against Tenant or its successors and assigns, or pursue any other remedy or apply any security it may hold, and Guarantor hereby waives all rights to assert or plead at any time any statute of limitations as relating to the Lease, the obligations of Guarantor hereunder and any and all surety or other defenses in the nature thereof. 4. Limitation of Claims; Subordination. Until all of the covenants and conditions in the Lease on Tenant's part to be performed and observed are fully performed and observed, Guarantor: (a) shall have no right of subrogation against Tenant by reason of any payments or acts of performance by Guarantor, in compliance with the obligations of Guarantor hereunder; (b) waives any right to enforce any remedy which Guarantor now or hereafter shall have against Tenant by reason of any one or more payments or acts of performance in compliance with the obligations of Guarantor hereunder; and (c) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the obligations of Tenant to Landlord under the Lease. 5. De Facto Tenant. In the event this Guaranty shall be held ineffective or unenforceable by any court of competent jurisdiction or in the event of any limitation of liability of Guarantor herein other than expressly provided herein, then Guarantor shall be deemed to be a tenant under the Lease with the same force and effect as if Guarantor were expressly named as a joint and several tenant therein with respect to the obligations of Tenant thereunder hereby guaranteed. 6. Amendment or Assignment of Lease. The provisions of the Lease may be changed, modified, amended or waived by agreement between Landlord and Tenant at any time, or by course of conduct, without the consent of and without notice to Guarantor. This Guaranty shall guarantee the performance of the Lease as so changed, modified, amended or waived. Any assignment of the Lease (as permitted by the Lease) shall not affect this Guaranty and if Landlord disposes of its interest in the Lease, "Landlord", as used in this Guaranty, shall mean Landlord's successors and assigns. 7. Defenses of Tenant. Guarantor waives any defense by reason of any legal or other disability of Tenant and any other party to the Lease, and further waives any other defense based on the termination of Tenant's liability for any cause, as well as any presentments, or notices of acceptance of this Guaranty, and further waives all notices of the existence, creation, or incurring of new or additional obligations. 8. No Waiver by Landlord. No delay on the part of Landlord in exercising any right hereunder or under the Lease shall operate as a waiver of such right or of any other right of Landlord under the Lease or hereunder, nor shall any delay, omission or waiver on any one or more occasions be deemed a bar to or a waiver of the same or any other right on any other future occasion. 9. Joint and Several Liability. If there is more than one undersigned Guarantor, the term "Guarantor", as used herein, shall include all of such undersigned and each and every provision of this Guaranty shall be binding on each and every one of the undersigned and they shall be jointly and severally liable hereunder and Landlord shall have the right to join one or all of them in any proceeding or to proceed against them in any order. 7 8913791-19 This submittal needs to be scheduled fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body will review the information at the public hearing to render a recommendation or a final decision. 10. Whole Agreement. This instrument constitutes the entire agreement betwee and Guarantor with respect to the subject matter hereof, superseding all prior oral o agreements or understandings with respect thereto and may not be changed, modified, disc or terminated orally or in any manner other than by an agreement in wrrtmg signed by Guara and Landlord. PZ-21-10118 11/07/23 11. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of Florida. Any litigation arising between the parties shall be maintained solely in the state court of competent jurisdiction in Miami -Dade County, Florida, and each Guarantor hereby irrevocably submits to the jurisdiction of said courts for all purpose in connection herewith. 12. Guarantor's Successors. Guarantor's obligations under this Guaranty shall be binding on the successors, heirs and assigns of Guarantor. Guarantor shall not be released by an assignment or delegation by it of its obligations hereunder. 13. Attorneys' Fees. If Landlord is required to enforce Guarantor's obligations hereunder by legal proceedings, Guarantor shall pay to Landlord all costs incurred, including without limitation, reasonable attorneys' fees at trial and all appellate levels. 14. Captions. The paragraph headings appearing herein are for purposes of identification and reference only and shall not be used in interpreting this Guaranty. 15. Interpretation; Severability. It is agreed that if any provision of this Guaranty or the application of any provision to any person or any circumstance shall be determined to be invalid or unenforceable, such determination shall not affect any other provisions of this Guaranty or the application of such provision to any other person or circumstance, all of which other provisions shall remain in full force and effect. It is the intention of the parties hereto that if any provision of this Guaranty is capable of two constructions one of which would render the provision valid, the provision shall have the meaning which renders it valid. 16. Maximum Liability. Notwithstanding anything herein to the contrary, after no less than 90 days written notice of Tenant's intention to surrender the Premises and Tenant's surrender and vacation of the Premises in lien -free, broom -clean conditions, with no open permits or uncured violations and in compliance with applicable Law and the Lease ("Surrender Date"), and delivery to Landlord of keys to the Premises, then Guarantor's obligations under this Guaranty shall not exceed an amount equal to the sum of (i) $400,000.00, plus (ii) all Rent (as defined in the Lease) due and owing by Tenant under the Lease through the Surrender Date, plus (iii) all costs and expenses incurred by Landlord in connection with the collection of any such sum or otherwise incurred in connection with the enforcement of this Guaranty, including reasonable attorneys' fees. Nothing herein shall limit or impair the obligations of Tenant under the Lease. 17. Termination. Guarantor's obligations under this Guaranty shall terminate upon Landlord's confirmation that the "Termination Conditions" have been satisfied. The "Termination Conditions" means (a) the Loan shall have been repaid in full, and (b) no uncured default or violation exists under the Lease. Landlord shall confirm that the Termination Conditions have been satisfied promptly following Guarantor's written request, if the Termination Conditions have in fact been satisfied. This Guaranty shall not be deemed to have been terminated until Landlord shall have confirmed in writing that the Termination Conditions have been satisfied. 18. Extensions and Renewals. This Guaranty shall apply to the Lease, any extension or renewal thereof and to any holdover term following the term granted in the Lease or any extension or renewal thereof. 8 8913791-19 This submittal needs to be. schebu Led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly will review the Information at the public hearing to render a recommendation or a final decision. 19. ACKNOWLEDGEMENT; ENFORCEABILITY. GUARANTOR REPRESENTS AND WARRANTS TO LANDLORD THAT GUARA HAS READ THIS GUARANTY AND UNDERSTANDS THE CONTENT HEREOF THAT THIS GUARANTY IS ENFORCEABLE AGAINST GUARANTOR ACCORDANCE WITH ITS TERMS. 9 8913791-19 IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of this day and y written. WITNESSES: ,. liK L fto, / i' tintName_M,NA- /6// all/A- Print Name: adkie leIAI.Cc- 89t3791-19 GUARANTOR: GROOT HOSPITALITY HOLDINGS, LLC, a Delawar�,,Iifiited ility company a vid Grutman, its President and CEO This submittal needs to be scheduled for a public hearing In accordance wit timelines set forth in the City of Miami Cede. The appllcade decision -making bodywlll review the Information at the public hearing to render a recommendation or a final decision. Address: 167() f r, d' '\ Ave Sic. 363 M -t 6.e� \ j F1 3317-A 10 THIRD AMENDMENT TO RETAIL LEASE THIS THIRD AMENDMENT TO RETAIL LEASE (this "Amendment") is e effective as of IN V ti) , 2019 (the "Effective Date") by and between Oak Plaza Associat LLC, a Delaware limited liability company (collectively, "Landlord"), and Groot Design Dis Hospitality, LLC, a Florida limited liability company ("Tenant"). This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly will review the Information at the public hearing to render a recommendation or a final tlecia on. WITNESSETH: PZ-21-101 18 11 /07/23 WHEREAS, Landlord and Tenant are parties to that certain Retail Lease dated March 10, 2017 ("Original Lease"), as amended by the letter agreement dated as of April 25, 2018 (the "First Amendment") and the Amendment to Retail Lease dated October 1, 2018 ("Second Amendment"), each by and between Tenant and Landlord (the Original Lease, as amended by the First Amendment and Second Amendment, collectively, the "Base Lease"), whereby Tenant has leased from Landlord Space No. LA 101 of the Laverne Building ("Premises") located in the Miami Design District, as more particularly described in the Base Lease; and WHEREAS, Tenant and Landlord desire to amend the Base Lease in the manner set forth below. NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows: 1. Defined Terms. All capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to them in the Base Lease. The Base Lease as modified by this Amendment is hereinafter referred to as the "Lease". 2. Transfer. Subsections (ii) and (iii) of Section 20.6(b) of the Original Lease are hereby deleted in their entirety and replaced with the following: "(ii) any sale or other transfer of voting shares or membership interests in Tenant resulting in Groot Hospitality LLC, a Delaware limited liability company ("Groot"), any other entity in which David Grutman (directly or indirectly) holds a managerial role or position ("Groot Affiliate"), and/or David Grutman (or the trust for the primary benefit of David Grutman and/or his immediate family members), directly or indirectly, jointly or separately, owning less than a cumulative aggregate of 50% of the voting shares or membership interests of Tenant, or any event or transaction whereby David Grutman ceases to have a managerial role or position in Groot other than as a result of David Grutman's death or disability, (iii) sale or other transfer of more than a cumulative aggregate of 50% of the voting shares or membership interests of Tenant, other than any sale or transfer (x) to immediate family members by reason of gift or death or (y) which does not result in David Grutman (or the trust for the primary benefit of David Grutman and/or his immediate family members), Groot Affiliate and/or Groot, directly or indirectly, jointly or separately, owning less than 50% of the voting shares or membership interests of Tenant." 3. Acknowledgement of Landlord. Tenant has advised Landlord that David Scott Grutman, as Trustee of the David Scott Grutman Revocable Trust dated May 16, 2017 (the "Grutman Trust") currently owns a seventy percent (70%) membership interest in Tenant. Accordingly, Landlord acknowledges that the transfer by the Grutman Trust of its entire membership interest in Tenant to Groot Music Design District LLC, a Delaware limited liability company, in which the Grutman Trust will own a 71.43% voting membership interest and Swan Agmt LLC, an entity unaffiliated with David Grutman, will own, in the aggregate, a 28.57% non -voting membership interest, is not a "Transfer" and does not violate Section 20.6 of the Original Lease. 4. Lender Consent. To the extent that the amendment to the Base Lease as provided for herein requires the consent of Landlord's lender, Landlord has obtained such consent. 8913791-7 G 0 PUBooc of vk 5. Governing Law. This Amendment shall be governed by and construed in with the laws of the State of Florida. NOTICE This submittal needs to be scheduled for a public hearing in accordance with timelines Set forth in the City of Miami Code. The applica de decision-rna king body will renew the infomnaUon at the public hearing to render a recommendation or a final decis on. PZ-21-10118 1 414- 6. Ratification. Except as otherwise expressly amended by this Amendment, the terms a provisions of the Base Lease shall remain in full force and effect and shall not be affected or modified hereby, and the Base Lease, as amended hereby, is ratified and affirmed in all respects. In the event of any conflict between the provisions of the Base Lease and the provisions of this Amendment, this Amendment shall govern and prevail with regard to the subject matter in question. 7. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 8. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all such counterparts taken together shall constitute but one Amendment. Signature pages to this Amendment may be executed and delivered by facsimile or electronic mail with the same force and effect as if original signature pages had been delivered to each of the parties hereto. The recitals to this Amendment are incorporated herein and, by this reference, made a substantive part hereof. IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the Effective Date. WITNESSES: ititmu, xPREPaP2st Name: Maxwell Pallot Name: Danielle Ward WITNESSES: ak.01.4 61044,..A 0 Name:H1'41 f)!ods 2 9099538-4 TENANT: Groot Design District Hospitality, LLC, a Florida limited liability company By: Swa Hospit ity LLC, its Manager By: j�l/1. ..�. David Grutman, its Manager Oak Plaza LLC, a Delaware limited lia By: Mia j Des : r ' ` � ociates Manager, LLC, a De ;,. • . `im�� , its Manager By: Name: Title: VVC. 1/07/23 �Qr IEW C0" 0 This submittal needs to be scheduled for a public hearing in accordance with timelines set forth in the city of Miami Code. The applicade decision-rna king body wiLL renew the inforn abon at the public hearing to render a recommendation or a final decision. AMENDMENT TO RETAIL LEASE TIIIS AMENDMENT TO RETAIL LEASE (this "Amendment") is entered into effec October 1, 2018 (the "Effective Date") by and between Oak Plaza Associates (Del.) LLC, a Dela limited liability company (collectively, "Landlord"), and Groot Design District Hospitality, LLC, a Florida limited liability company ("Tenant"). PZ-21-10118 11/07/23 WITNESSETH: WHEREAS, Landlord and Tenant are parties to that certain Retail Lease dated March 10, 2017 ("Original Lease"), as amended by the letter agreement dated as of April 25, 2018 and made by and between Tenant and Landlord (the "First Amendment") (the Original Lease, as amended by the First Amendment, collectively, the "Base Lease"), whereby Tenant has leased from Landlord Space No. LA 101 of the Laverne Building located in the Miami Design District, as more particularly described in the Base Lease; and WHEREAS, Landlord and Tenant desire to amend the Base Lease pursuant to the terms set forth herein. NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows: 1. Defined Terms. All capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to them in the Base Lease. The Base Lease as modified by this Amendment is hereinafter referred to as the "Lease". 2. Commencement Date. Landlord and Tenant agree that the Commencement Date under the Lease shall be the earlier of (i) the date Tenant opens the Premises for business to the general public for the Permitted Use, or (ii) November 1, 2018. 3. Ratification. Except as otherwise expressly amended by this Amendment, the terms and provisions of the Base Lease shall remain in full force and effect and shall not be affected or modified hereby, and the Base Lease, as amended hereby, is ratified and affirmed in all respects. In the event of any conflict between the provisions of the Base Lease and the provisions of this Amendment, this Amendment shall govern and prevail with regard to the subject matter in question. Landlord acknowledges and confirms that as of the date hereof Tenant has not defaulted, and there exists no default by Tenant, under the Lease. Tenant acknowledges and confirms that as of the date hereof Landlord has not defaulted, and there exists no default by Landlord, under the Lease. 4. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 5. Miscellaneous. This Amendment shall be govemed by and construed in accordance with the laws of the State of Florida. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all such counterparts taken together shall constitute but one Amendment. Signature pages to this Amendment may be executed and delivered by facsimile or electronic mail with the same force and effect as if original signature pages had been delivered to each of the parties hereto. The recitals to this Amendment are incorporated herein and, by this reference, made a substantive part hereof. 8655251-1 This submittal needs to be schebu Led for a public hearing In accordance with timelines set forth in the City of Miami Cede. The applicade decision -making burly will review the Information at the public hearing to render a recommendation or a final decision. [SIGNATURES APPEAR ON FOLLOWING PAGE] IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the Effective Date. WITNESSES: 6 Name: ('inn sl„p ,.v WITNESSES: QJjjacr 1UJ Name: /l I I C I (-] /'I OAI S 0 8655251-1 TENANT: Groot Design District Hospitality, LLC, a Florida limited 'ability company By: Swaitality LLC 1 s Manager By: Drutman, i s Mana LANDLORD: Oak Plaza Associates (Del.) LLC, a Delaware limited Iiabil' mpan By: Miami LLC, a De Manager By:_ Name: Title: Associates Manager, ability company, its fly April" 2018 Groot Design District Hospitality, LLC c/o David Grutman 1000 Lincoln Road, Suite 200 Miami Beach, FL 33139 This submittal needs to be scheduled for a public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision-rna king bodywill renew the information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 Re: Retail Lease dated March 10, 2017 ("Lease") between Groot Design District Hospitality, LLC ("Tenant") and Oak Plaza Associates (Del.), LLC ("Landlord") with respect to Suite LA101 in the Laverne Building, as more particularly described in the Lease ("Premises"). Capitalized terms not defined herein shall have the meanings set forth in the Lease. Dear Tenant, For good and valuable consideration, receipt and sufficiency of which is hereby acknowledged by the parties hereto, Tenant and Landlord agree to the following: 1. Tenant's Trade Name is Swan and Bar Bevy. Tenant shall provide Landlord with its preliminary menus for its operations at the Premises on or before August 1, 2018. 2. The Commencement Date under the Lease is the earlier of (i) the date Tenant opens for business in the Premises or (ii) October 1, 2018. 3. As part of Tenant's Initial Work, Tenant expects to install an elevator within the Premises ("Elevator Work"). So long as reasonable detail of the Elevator Work are described in Tenant's Budget and Drawings submitted to Landlord for its review, then following Tenant's substantial completion of the Elevator Work, Tenant may send written notice to Landlord ("Credit Request") attaching (i) copies of paid invoices and other customary evidence as to the total cost of the Elevator Work and (ii) lien waivers covering the total sums paid for the Elevator Work. Within thirty (30) days following Landlord's receipt of Tenant's Credit Request for the Elevator Work accompanied by the foregoing required documents, Landlord shall pay Tenant an amount equal to the total cost of Tenant's Elevator Work, not to exceed $120,000 ("Elevator Credit"). 4. Tenant's Drawings shall provide, and as part of Tenant's Initial Work, Tenant shall construct an air-conditioned trash room in accordance with all applicable laws, codes and/or ordinances ("Trash Room"). So long as Tenant has the right to possess the Premises, Tenant shall have the exclusive right to use the Trash Room. Landlord shall construct the demising walls of the Trash Room in the approximate location set forth on Exhibit A attached hereto and made a part hereof. Tenant's Budget shall include all costs of constructing the Trash Room, including the cost of installing a vertical discharge stack, charcoal filter system, scrubbers or any odor -prevention materials reasonably required by Landlord. All of Tenant's garbage, refuse, trash and other waste (collectively, "Trash") shall be kept in the Trash Room, shall be placed in the kind of container and prepared for collection in the manner and at the times and places reasonably specified by Landlord. Tenant shall arrange for Trash removal on a daily basis directly from the Trash Room (or at such other times as reasonably required by Landlord) at Tenant's sole cost and expense, provided Landlord reserves the right to arrange for disposal of Tenant's Trash from the Trash Room and to assess a separate charge for the cost of disposing same in the event Tenant fails to perform its Trash disposal obligations set 8365532-9 095 April , 2018 Page 2 forth in the Lease beyond any notice and cure periods or is in breach of the Rule shall maintain and keep the Trash Room in a neat, clean and orderly fashion at all ti part of Tenant's maintenance obligations under the Lease. Tenant acknowledges and agree that for the purposes of the Lease, the Trash Room shall be deemed to be a part of the Premises, so that the obligations and liabilities of Tenant under the Lease shall apply equally to the Trash Room. including without limitation Tenant's Permitted Use, Tenant's obligations to procure and secure and maintain insurance respecting such Trash Room, Tenant's indemnities, Tenant's maintenance and repair obligations, and the Rules (except for the purpose of calculating any Minimum Rent, Tenant's Proportionate Share or additional charges hereunder). Tenant's rights with respect to the Trash Room may not be assigned or in any other manner or fashion transferred, partially or wholly, except only in respect of an assignment or sublet of the entire Lease of all the Premises for the entire balance of the Term to an assignee or sublessee first consented to in writing by Landlord in accordance with the terms of this Lease. Except as provided herein, Tenant accepts, or shall accept if applicable, the area where the Trash Room shall be located in its AS -IS, WHERE -IS condition; and, except for any gross negligence or willful misconduct of Landlord and/or any of its employees, contractors, agents or representatives, Tenant hereby releases Landlord and agrees to indemnify and hold Landlord harmless from and against any claim, loss, damage or complaint arising during the Term and respecting the use, operation, and condition of the Trash Room. Following Tenant's substantial completion of Tenant's Trash Room, Tenant may send a Credit Request to Landlord attaching (i) copies of paid invoices and other customary evidence as to the total cost of the Trash Room and (ii) lien waivers covering the total sums paid for the Trash Room. Within thirty (30) days following Landlord's receipt of Tenant's Credit Request for the Trash Room accompanied by the foregoing required documents, Landlord shall pay Tenant an amount equal to the total cost of Tenant's Trash Room, not to exceed $5,000 ("Trash Room Credit"). 5. In the event Tenant's Drawings provide for the use of rooftop space in the Building in accordance with any and all applicable laws, codes and/or ordinances (a "Rooftop Use"), then Landlord will be liable for the payment of all impact fees incurred due to the additional roof square footage resulting from such Rooftop Use. 6. In the event Tenant's Budget and Drawings provide for the installation of impact glass windows and/or doors ("Impact Glass Work"), then following Tenant's substantial completion of the Impact Glass Work, Tenant shall send Landlord a Credit Request attaching (i) copies of paid invoices and other customary evidence as to the total cost of the Impact Glass Work and (ii) lien waivers covering the total sums paid for the Impact Glass Work. Within thirty (30) days following Landlord's receipt of Tenant's Credit Request for the Impact Glass Work accompanied by the foregoing required documents, Landlord shall pay Tenant an amount equal to the total cost of the Impact Glass Work, not to exceed $45,000 ("Impact Glass Credit"). This submittal needs to be schebu led bra public hearing In accordance wiHr timelines set forth in the City of Miami Code. The appllcade decision -making burly will review the Information at the public hearing to render a recommendation or a final decision. 7. Intentionally Omitted. 8. Section 1.4 of the Lease is hereby amended to substitute the reference to "...approximately 8,705 square feet of Floor Area...." with "...approximately 10,180 square feet of Floor Area...." 9. Section 1.9 of the Lease is hereby amended and restated as follows: 8365532-9 Aprif"J, 2018 Page 3 "1.9 Minimum Rent: Period Commencement Date through last day of first Lease Year First day of second Lease Year through last day of second Lease Year First day of third Lease Year through last day of third Lease Year First day of fourth Lease Year through last day of fourth Lease Year First day of fifth Lease Year through last day of fifth Lease Year First day of sixth Lease Year through last day of sixth Lease Year First day of seventh Lease Year through last day of seventh Lease Year First day of eighth Lease Year through last day of eighth Lease Year First day of ninth Lease Year through last day of ninth Lease Year First day of tenth Lease Year through last day of tenth Lease Year" Rate Per Square Foot $45.00 $52.50 $60.00 $61.80 $63.65 $65.56 $67.53 $69.56 $71.64 $73.79 Monthly Amount $38,175.00 $45,537.50 $50,900.00 $52,427.00 $53,996.42 $55,616.73 $57,287.95 $59,010.07 $60,774.60 $62,598.52 Annual Amount $458,100.00 $534,450.00 $610,800.00 $629,124.00 $647,957.00 $667,400.80 $687,455.40 $708,120.80 $729,295.20 $751,182.20 This submittal needs to be schebu led bra public hearing In accordance wiHr timelines set forth in the City of Miami Code. The appllcade decision -making body will review the Information at the public hearing to render a recommendation or a final decision. 10. The Minimum Rent due during the Renewal Term as set forth in Section 42.1 of the Lease is hereby amended and restated as follows: 8365532-9 April° 2018 Page 4 " Minimum Rent: Rate Per Monthly Annual Period Square Foot Amount Amount This submittal needs to be scheduled fora public hearing in accordance with timelines set forth in the City of Miami Ccde. The applicade decision-rna king body renew the informaton at the public hearing to render a recommendation or a final decision. Commencement date of Renewal $76.00 $64,473.33 $773,680.00 Term through last day of first Lease Year of Renewal Term First day of second Lease Year of $78.28 $66,407.53 $796,890.40 Renewal Term through last day of second Lease Year of Renewal Term First day of third Lease Year of Renewal Term through last day of third Lease Year of Renewal Term First day of fourth Lease Year of Renewal Term through last day of fourth Lease Year of Renewal Tenn First day of fifth Lease Year of Renewal Term through last day of fifth Lease Year of Renewal Tenn $80.63 $68,401.12 $820,813.40 $83.05 $70,454.08 $845,449.00 $85.54 $72,566.43 $870,797.20" PZ-21-10118 11/07/23 1 1. The reference to "$1,000,000" in the third sentence of Section V of Exhibit B of the Lease is hereby deleted and replaced with "$1,500,000". Notwithstanding anything to the contrary in Section V of Exhibit B of the Lease, Tenant will not be obligated to satisfy the Final Disbursement Conditions in order for Landlord to release a portion of the Security Deposit equal to $450,000 to Tenant in order to complete Tenant's Initial Work, provided Tenant remains obligated to satisfy the Final Disbursement Conditions in order for Landlord to release the final $50,000 portion of the Security Deposit to Tenant. 12. Except as otherwise expressly set forth herein, all of the terns and conditions set forth in the Lease shall remain in full force and effect. Landlord acknowledges and confirms that as of the date hereof Tenant has not defaulted, and there exists no default by Tenant, under the Lease, as amended hereby. Tenant acknowledges and confirms that as of the date hereof Landlord has not defaulted, and there exists no default by Landlord, under the Lease, as amended hereby. Please sign and return to me the enclosed copy of this letter to confirm your agreement with the foregoing. Capitalized terms used but not otherwise defined herein shall have the same meanings given such terms in the Lease. Very truly yours, OAK PLAZ - • 1 TES (DEL.) LLC, a Delaware It ited`'.bili company By: Miam Desi Dist ict Associates Manager, LLC ite• ompany, its ACKNOWLEDGED AND AGREED thise95 day of f4lQ i I , 2018 8365532-9 en s'etenstein, Vice President Apri1)5, 2018 Page 5 Groot Design District Hospitality, LLC By: Swan HOspitaljty LLC. its Manager By: ed"-- David Grutman, its Manager 8365532-9 This submittal needs to be schebu led for a public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade decIslon-making burly will review the Information at the public hearing to render a recommendation or a final decision. April°,J, 2018 Page 6 EXHIBIT A APPROXIMATE LOCATION OF TRASH ROOM 7 T- ,r 1 ibar m• This submittal needs to be schebu led for a public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade decision -making burly will review the Information at the public hearing to render a recommendation or a final decision. 111111111 8365532-9 RETAIL LEASE THIS RETAIL LEASE (the "Lease") is made as of the 10 day of ll4 RA C H, 2017 "Effective Date"), between OAK PLAZA ASSOCIATES (DEL) LLC, a Delaware limited Iiabili company ("Landlord"), having a place of business at 3841 NE 2nd Avenue, Suite 400, Miami, Florida 33137, and GROOT DESIGN DISTRICT HOSPITALITY, LLC, a Florida limited liability company ("Tenant"), whose principal place of business is located at c/o David Grutman, 1000 Lincoln Road, Suite 200, Miami Beach, Florida 33139. This submittal needs to be. schebu Led for a public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade decIslon-making burly will review the Information at the public hearing to render a recommendation or a final decision. ARTICLE 1 BASIC PROVISIONS 1.1. Tenant's Trade Name: See Section 1.8 below. 1.2. Building: Laverne Building, in the approximate location as shown on Exhibit A-1. 1.3. Center: The buildings (including the Building) and improvements now or hereafter constructed and commonly known as Design District Center, graphically depicted on Exhibit A-1, and more particularly described in Article 28. 1.4. Premises: Space No. LA101 of the Building, to consist of approximately 8,705 square feet of Floor Area (as defined in Article 28), the approximate location of which is shown cross -hatched on Exhibit A-2 hereto. 1.5. Delivery Date: The date possession of the Premises is delivered to Tenant in the condition required under Article 6 below. The Delivery Date is estimated to occur by May 1, 2017. Notwithstanding the foregoing, if the Delivery Date does not occur on or before July 1, 2017, as such date may be extended by Unavoidable Delays or Tenant Delays ("Required Delivery Date"), then Tenant, at Tenant's sole option and as its sole remedy, may notify Landlord that it elects (no later than sixty (60) days following the Required Delivery Date) to terminate this Lease ("Early Termination Notice") upon the conclusion of thirty (30) days after the giving of such Early Termination Notice ("Early Expiration Date"), subject to the following. In the event that Landlord does deliver the Premises to Tenant on or before the Early Expiration Date, Tenant's Early Termination Notice shall be deemed rescinded and Tenant's option to terminate this Lease due to Landlord's failure to deliver the Premises on or before the Required Delivery Date shall be deemed expired and neither shall be of any further force or effect. In case of such a termination as set forth above, then, any such termination shall be deemed and treated as an automatic amendment of this Lease to cause such Early Expiration Date to be the date of natural expiration of the Term, as though intended as such from inception, and neither party shall thereafter have any further liability to the other. 1.6. Commencement Date: The earlier of (i) March 1, 2018 (provided that such date shall be postponed, if applicable, for the number of days the possession of the Premises is not delivered by Landlord to Tenant by May 1, 2017), or (ii) Tenant opening the Premises for business for Permitted Use. 1.7. Expiration Date: The last day of the month prior to the tenth (10th) anniversary of the Commencement Date, subject to Article 42. 1 7601144-5 1.8. Permitted Use: The Premises may be used for the operation of a restaurant for t at retail of prepared, ready to eat items, including the sale of beer and wine and liquor f premises consumption, subject to compliance with all applicable Law, including the procure and maintenance of all required liquor licenses, permits and approvals, and for no other purpo whatsoever. Tenant shall provide Landlord with its Trade Name and a preliminary menu for its operations at the Premises within sixty (60) days following the Effective Date. 1.9. Minimum Rent: Period Rate Per Monthly Annual Square Foot Amount Amount Commencement Date through $45.00 $32,643.75 $391,725.00 last day of first Lease Year First day of second Lease Year $52.50 $38,084.38 $457,012.50 through last day of second Lease Year First day of third Lease Year $60.00 through last day of third Lease Year $43,525.00 $522,300.00 First day of fourth Lease Year $61.80 $44,830.75 $537,969.00 through last day of fourth Lease Year First day of fifth Lease Year $63.65 through last day of fifth Lease Year First day of sixth Lease Year through last day of sixth Lease Year $46,175.67 $554,108.07 $65.56 $47,561.00 $570,732.01 First day of seventh Lease Year $67.53 $48,987.90 $587,854.74 through last day of seventh Lease Year First day of eighth Lease Year through last day of eighth Lease Year First day of ninth Lease Year through last day of ninth Lease Year First day of tenth Lease Year through last day of tenth Lease Year $69.56 $50,457.59 $605,491.07 $71.64 $51,971.9 $623,656.67 $73.79 $53,530.60 $642,367.19 This submittal needs to be. schebu Led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade declslon-making burly will review the Information at the public hearing to render a recommendation or a final decision. 1.10. Percentage Rent: Period Amount Each Lease Year Commencement Date through last N/A day of first Lease Year First day of second Lease Year through N/A last day of second Lease Year First day of third Lease Year through N/A last day of third Lease Year This submittal needs to be. schebu Led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly will review the Information at the public hearing to render a recommendation or a final decision. First day of fourth Lease Year through Seven percent (7%) of Gross Sales last day of fourth Lease Year exceeding a Breakpoint of $10,000,000.00 First day of fifth Lease Year through Seven percent (7%) of Gross Sales last day of fifth Lease Year exceeding a Breakpoint of $10,000,000.00 First day of sixth Lease Year through Seven percent (7%) of Gross Sales last day of sixth Lease Year exceeding a Breakpoint of $10,000,000.00 First day of seventh Lease Year Seven percent (7%) of Gross Sales through last day of seventh Lease Year exceeding a Breakpoint of $10,000,000.00 First day of eighth Lease Year through Seven percent (7%) of Gross Sales last day of eighth Lease Year exceeding a Breakpoint of $10,000,000.00 First day of ninth Lease Year through Seven percent (7%) of Gross Sales last day of ninth Lease Year exceeding a Breakpoint of $10,000,000.00 First day of tenth Lease Year through Seven percent (7%) of Gross Sales last day of tenth Lease Year exceeding a Breakpoint of $10,000,000.00 Prorations of Breakpoints for Partial Lease Years, and prorations for Lease Years containing two different Breakpoints for different periods, shall be as described in Article 3. 1.11. Initial Monthly OC Charge: An amount equal to $15.75 for each square foot of Floor Area, divided by 12; subject to increase as provided in Section 5.1 below. 1.12. Initial Estimated Monthly Taxes: See Article 5. 1.13. Initial Monthly Promotion Fund Charge: Intentionally Omitted. 1.14. Initial Monthly Media Fund Charge: Intentionally Omitted. 1.15. Grand Opening Fee: Intentionally Omitted. 1.16. Restricted Area: Any area located within six (6) miles (on a straight line basis) from any outside boundary of the Center (See Article 3). 1.17. Required Hours: Initially, Monday through Sunday from 11:00 AM to 10:00 PM (See Article 8). 1.18. Security Deposit: $500,000.00. 1.19. Guarantor: None. 1.20. Rent Payment Address: Tenant shall forward all Rent, insurance certificates an Sales reports to Landlord at the following address, or such other address or addresses as to Landlord shall provide advance written notice: c/o Design District Management, Inc., 3841 NE 2nd Avenue, Suite 400, Miami, FL 3313 Landlord shall forward all correspondences relating to Rent (defined below) to Tenant at: Address: c/o David Grutman, 1000 Lincoln Road, Suite 200, Miami Beach, Florida 33139 Telephone: Email: dave@miami-mg.com 1.21. Rent Shall Be Payable To: Landlord; or such other entity as Landlord shall designate from time to time in writing to Tenant. 1.22. Tenant's Proportionate Share: See Article 28. The foregoing provisions shall be interpreted and applied in accordance with the other provisions of this Lease set forth below. The terms in this Article, and the terms defined in Article 28, shall have the meanings specified therefor, herein or therein, when used as capitalized terms in other provisions of this Lease. ARTICLE 2 PREMISES, TERM AND COMMENCEMENT DATE Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises for a term ("Term'') commencing on the Commencement Date and ending on the Expiration Date set forth in Article 1, unless sooner terminated as provided herein, subject to the provisions herein contained. If Landlord delays delivering possession of the Premises or substantial completion of any Landlord's Work under Exhibit B, this Lease shall not be void or voidable and Landlord shall have no liability for loss or damage resulting therefrom, except as set forth in Section 1.5 above. In such case, the Commencement Date shall be postponed for a period equal to the delay, except to the extent that such delay arises from the acts or omissions of Tenant or Tenant's employees, invitees, agents or contractors ("Tenant Delays"). If the Commencement Date is advanced or postponed, the Rent and other obligations of Tenant, and the Term and initial Lease Year hereunder, shall all commence on the Commencement Date as advanced or postponed. However, the Expiration Date set forth in Article 1 shall not be changed. Landlord and Tenant shall confirm in writing any adjustment to the Commencement Date hereunder upon written request by either party. In the event of any dispute concerning such adjustment, Tenant shall pay Rent commencing on the Commencement Date set forth in Article 1, subject to adjustment between the parties after such dispute is resolved. Notwithstanding the foregoing to the contrary, Landlord may delay delivery of the Premises and performance of any Landlord's Work until this Lease has been mutually signed and delivered, and such delays shall not postpone the Commencement Date set forth in Article 1 or the commencement of Rent hereunder, except as the parties may expressly agree otherwise in writing. ARTICLE 3 MINIMUM RENT AND PERCENTAGE RENT 3.1 Minimum Rent. Tenant shall pay Landlord the monthly Minimum Rent set forth in Article 1, plus sales tax thereon, in advance on or before the first day of each calendar month during the Term. 3.2 Percentage Rent. Tenant shall pay Landlord as Percentage Rent each Lease Year an amount equal to the applicable percentage of the amount by which Gross Sales exceed the This submittal needs to be scnedu Led fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body will review the information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 applicable Breakpoint for such Lease Year set forth in Article 1. Percentage Rent for eac Year shall be paid on a monthly basis commencing with the first month in each Lease which Tenant's Gross Sales for such Lease Year exceed the applicable Breakpoint. Such pay shall be made on or before the fifteenth (15th) day of each calendar month with respect to Gr Sales made during each preceding month. The term "Lease Year" shall have the meaning specified therefor in Article 28. 3.3 Breakpoint Prorations. If Minimum Rent is abated or reduced for any reason during any Lease Year, the Breakpoint for such period shall be reduced proportionately. If two Breakpoint amounts are in effect during different portions of a given Lease Year under Article 1, the Breakpoint for such Lease Year shall be the weighted average of both Breakpoint amounts, determined as follows: (a) each Breakpoint amount shall be multiplied by the number of days during which it is in effect, and then divided by 365, and (b) the amounts so computed shall be added to obtain the weighted average Breakpoint for such Lease Year. Notwithstanding anything herein which may be to the contrary, in the event of a Partial Lease Year prior to the first full Lease Year, then Tenant's initial Percentage Rent obligation shall be calculated for the period from the Commencement Date through and including the expiration of the first (1st) full Lease Year of the Term. The Breakpoint for this period shall be determined by multiplying the Breakpoint for the twelve (12) calendar month period constituting the first (1st) full Lease Year by a fraction, the numerator of which shall be the number of days from the Commencement Date through and including the expiration of the first (1st) full Lease Year of the Term, and the denominator of which shall be 365. Further, with respect to any Partial Lease Year after the last full Lease Year of the Term, Tenant's Percentage Rent obligation shall be calculated as follows: the Breakpoint for the twelve (12) month period immediately prior to the expiration of the Term shall be subtracted from Gross Sales for the twelve (12) month period immediately prior to the expiration of the Term. If the difference thereof is greater than zero, then such difference shall be multiplied by the Percentage Rent rate and such result shall be multiplied by a fraction, the numerator of which is the number of days in the final Partial Lease Year and the denominator of which is 365. The Breakpoint for the twelve (12) month period immediately prior to the expiration of the Term shall be the same as the Breakpoint for the last full Lease Year of the Term. Percentage Rent for such final Partial Lease Year shall be due and payable to Landlord within sixty (60) days following the expiration of the Term together with the statement of Gross Sales required by Section 3.5 below. The foregoing shall not affect the provisions of this Lease relating to the computation of Percentage Rent for any full Lease Year of the Lease Term. 3.4 Gross Sales Records. Tenant shall use commercially reasonable efforts to ensure that the business of Tenant and of any subtenant, licensee or concessionaire in, at or from the Premises is operated such that the following books and records (collectively, "Tenant's Records") are prepared, preserved and maintained in accordance with generally accepted accounting principles: (1) daily dated sealed, continuous, cash register tapes, (ii) serially numbered sales slips, (iii) settlement report sheets of transactions with subtenants, concessionaires and licensees, (iv) bank statements, (v) general ledger or summary record of all receipts and disbursements from operations in, at or from the Premises, (vi) state and local sales and use tax returns, and (vii) such other records that would normally be kept pursuant to generally accepted accounting principles, or as the Landlord may reasonably require in order to determine Gross Sales hereunder. A separate bank account shall be maintained for all revenue from the Premises and no funds from any other source shall be deposited in such account. Tenant shall retain Tenant's Records at the Premises or at the home or regional office of Tenant for at least three (3) years from the end of the Lease Year to which they are applicable or, if any audit is required or a controversy should arise between the parties regarding Percentage Rent, until such audit or controversy is This submittal needs to be. schebu Led bra public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decIslon-making burly will review the Information at the public hearing to render a recommendation or a final decision. terminated, even though such retention period may be after the expiration of the Term or termination of this Lease. 3.5 Gross Sales Statements. Tenant shall provide Landlord with a monthly statemen Gross Sales within fifteen (15) days after the end of each calendar month, signed by an officer o manager of Tenant, which shall show Gross Sales and an itemization of any exclusions or deductions therefrom for such month, as well as year-to-date amounts for the current Lease Year. If any Percentage Rent is due for such month, the payment shall accompany such statement. In addition to such regular monthly statements, Tenant shall provide an annual statement within sixty (60) days after the end of each Lease Year, which shall show the total amount of Gross Sales for such Lease Year, and shall be certified to be true, complete and correct in all material respects by Tenant's Chief Financial Officer or an independent certified public accountant reasonably satisfactory to Landlord. If such annual statement shows that Tenant underpaid Percentage Rent for such Lease Year, Tenant shall include the additional amount with such statement, and if such statement shows that Tenant overpaid Percentage Rent, Landlord shall provide a credit or refund. Tenant shall require that any subtenant, licensee or concessionaire furnish similar statements. Nothing in this Section shall be construed to permit any sublease, license, or concession. All monthly and annual statements of Gross Sales may be delivered by Tenant to Landlord in the manner specified for notices under this Lease or, alternatively, in pdf format by e-mail to grosssales(a)dacra.com or to such other address which may be specified in writing by Landlord to Tenant from time to time. If Tenant shall fail to prepare and deliver any statement of Gross Sales required hereunder, Landlord shall have the right, in addition to any other rights and remedies under this Lease for such failure, to estimate Tenant's Gross Sales for any non -reported period and bill Tenant's Percentage Rent accordingly. Landlord reserves the right, at Landlord's option, to adjust Percentage Rent billings in good faith based on and when actual Gross Sales statements are received. 3.6 Audits. Landlord may from time to time (but not more frequently than once each calendar year), upon at least ten (10) days' notice to Tenant, cause a complete audit or examination to be made of Tenant's Records and such books and records of any subtenant, licensee or concessionaire for all or any part of the three Lease Years immediately preceding such notice. During such audit, Landlord or its authorized representatives shall have full and free access to Tenant's Records pertaining to the Premises during regular business hours and the right to require that Tenant, its agents and employees furnish such reasonable information or explanation with respect to such items as may be necessary for a proper examination and audit thereof, provided that neither Landlord nor any of its authorized representatives shall interfere with the normal conduct of any of the Tenant's business operations in the Premises. If such audit or examination discloses that any of Tenant's statements of Gross Sales understates Gross Sales made during any Lease Year by one percent (1%) or more, or if Tenant shall have failed to furnish Landlord any monthly Gross Sales statements during any Lease Year within five (5) days following Landlord's written notice to Tenant, or shall have failed to prepare and maintain Tenant's Records as required herein, Tenant shall pay Landlord the cost of such audit or examination, including travel and related expenses, and any deficiency in Percentage Rent, with interest at the Default Rate. If such audit or examination shall disclose an understatement of Gross Sales by more than ten percent (10%) for an applicable Lease Year, and Tenant fails to pay the Percentage Rent in connection with such understatement within ten (10) days of Tenant's receipt of Landlord's notice thereof, Landlord shall also have the right to cancel this Lease by written notice given to Tenant within six (6) months after such audit, in which case this Lease shall terminate on the ninetieth (90th) day after the delivery of such notice. Landlord's acceptance of Percentage Rent shall be without prejudice to the Landlord's examination, audit and other rights hereunder. This submittal needs to be scnedu Led for a public hearing in accordance with timelines set forth in the city of Miami Code. The applicade decision -making body NOR renew the information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 3.7 Gross Sales Defined. "Gross Sales" shall mean the entire amount of the actual sal whether for cash, credit or otherwise, of all sales of goods and services and all other inco receipts whatsoever of all business conducted at, on or from the Premises, including, wit limitation: (i) mail, catalogue, telephone, facsimile, internet, electronic, video and compu orders, and orders by means of other technology -based systems whether now existing or hereafter developed, and other orders, received, placed or filled at the Premises, (ii) deposits not refunded to purchasers, (iii) orders taken at the Premises although filled elsewhere, (iv) gross receipts from vending and game machines (not to be construed to authorize vending or game machines unless specifically set forth in Article 1), (v) sale price of gift and merchandise certificates, (vi) payments from other parties for shelf or advertising space at or respecting the Premises, (vii) the full value of all consideration other than money received, (viii) all other gross income or receipts from any business or operation at, on or from the Premises, and (ix) Gross Sales by any sublessee, concessionaire or licensee. However, Gross Sales shall not include (but Tenant shall keep separate records therefor as part of Tenant's Records): (a) returns to shippers or manufacturers, (b) proceeds from the sale of used trade fixtures, (c) any cash or credit refunds upon any sale made in or from the Premises where the merchandise is returned by the purchaser, (d) any sales or excise tax imposed by any duly constituted governmental authority (provided that no income or franchise tax, capital stock tax, tax based upon gross receipts, assets or net worth, or similar tax shall be deducted from Gross Sales), (e) service or sales carrying charges, interest or other charges, paid by customers for extension of credit on sales, (f) income from vending machines maintained primarily for the convenience of employees and not located in any selling area, (g) all postage, parcel post, freight, express or delivery charges collected from customers and actually paid by Tenant for such purposes, (h) sales at a discount to Tenant's employees, not to exceed one percent (1%) of Gross Sales during any Lease Year or Partial Lease Year, (i) amounts retained by non-affiliated credit card companies as the fee (as a percentage of sales) charged to Tenant by such credit card companies for such service, and (j) the exchange of merchandise between the stores and warehouses of Tenant, if any, where such exchange of merchandise is made solely for the convenient operation of the business of Tenant and not for the purpose of consummating a sale that has theretofore been made in or from the Premises or for the purpose of depriving Landlord of the benefit of a sale that otherwise would be made in or from the Premises. No deduction shall be allowed for any uncollected or uncollectible amounts or reserves therefor, nor for cost of products or services sold, or other costs, charges or expenses of purchasing, financing, selling, transportation, overhead or taxes except as expressly provided herein. Trade-ins shall not reduce the sale price of the item sold for purposes hereof. Layaway, credit and installment sales shall be included in the month in which the goods or services are delivered or provided, or in which any portion of the payment is received, whichever first occurs, regardless of when or whether full payment is received. 3.8 Gross Sales Confidential. All information pertaining to Gross Sales pursuant to this Article 3 shall be held in strict confidence by Landlord, its agents, advisors, representatives, contractors and employees (collectively, "Representatives"); provided, however, Landlord may utilize the information pertaining to Gross Sales for the following purposes: (a) Landlord financing; (b) furnishing such information to any governmental organization having proper jurisdiction; (c) furnishing such information to any court, person, agency or organization as a result of litigation; (d) furnishing such information to any prospective bona fide purchaser of the Building or Center so long as such prospective purchaser executes a written confidentiality agreement; and (e) any purpose so long as such information is included, without attribution to Tenant, in a compilation of Gross Sales of all or any particular category of tenant within the Center, and Landlord shall advise its Representatives of the confidential nature of such information. This submittal needs to be scheduled fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body NOR renew the information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 3.9 Percentage Rent and Radius Restriction. In recognition of the fact that this provides for a Percentage Rent based on Gross Sales made by Tenant at, on or from the Pre Tenant agrees that from and after the date of this Lease and during and throughout the Ter Tenant or any other person or entity lawfully operating under the Tenant's Trade Name as s forth in Article 1 shall acquire, own, open, operate, manage, consult with or have any interest in, directly or indirectly, within the Restricted Area, any additional restaurant or other business operating under the Trade Name with Tenant's authorization and/or consent, not so owned or operated as of the date of this Lease, conducting any business which operates under a trade name that is the same or similar to the trade name under which the Premises are operated, then the Gross Sales from any such other store or other business shall be included in the computation of Percentage Rent hereunder, as though said sales had actually been made at, on or from the Premises, and accordingly, the provisions of Article 3 hereof shall apply to all such sales. Tenant represents to Landlord that there are no such restaurants or other businesses located within the Restricted Area or contemplated to be located within the Restricted Area during the Term. Tenant and Guarantor acknowledge(s) and understand(s), that the intent of the radius restriction set forth herein is to foster and maintain the prestige, high quality and unique characteristics of the Center, which have been created by Landlord's and the Affiliated Owners' intentional grouping together of tenants whose stores have historically been operated in a manner compatible with the high standards of operation required of the tenants of the Center, and whose stores have been operated in selective locations and not in close proximity to one another nor within the same market area. Tenant and any Guarantor acknowledge(s) and affirm(s) that it is (they are) aware of the Center's prestige, high quality and unique characteristics, that it has (they have) chosen to operate a business in the Center because of the Center's prestige, high quality and unique characteristics and agree(s) that a violation of the radius restriction contained herein will have a detrimental effect upon the prestige and high quality of the Center and diminish the characteristics of Center which make it unique. Tenant and any Guarantor acknowledge(s) that Landlord has agreed to lease the Premises to Tenant because Landlord believes that Tenant is compatible with the other tenants of the Center and that said compatibility is based largely upon the fact that Tenant does not currently operate in violation of the radius restriction and upon the fact that Tenant represents and covenants herein that it will conform to the radius restriction throughout the Term. Nothing contained herein shall entitle or be construed to entitle Tenant or any other person or entity to approve or object or have any rights whatsoever in connection with the leasing by Landlord or any of the Affiliated Owners of the Center or any portion thereof, or the enforcement of any radius restriction in any other lease for space in the Center. In the event that the provisions of this Section 3.9 should ever be deemed to exceed the scope of business, time or geographic limitations permitted by Law, then such provisions shall be and are hereby reformed to the maximum scope, time, geographic or other limitations permitted by Law. Tenant and any Guarantor hereby expressly agree(s) that this Section 3.9 is a material and substantial part of this Lease and that (a) the geographic limitations are reasonable; (b) the time limitations are reasonable; and (c) after reviewing the presumptions identified in Fla. Stat. §542.335(1), the covenants are not made for the purpose of eliminating competition per se and are reasonably related to a legitimate business interest of Landlord, as provided in all of Fla. Stat. §542.335(1)(b). Notwithstanding anything to the contrary contained herein or otherwise, neither Landlord nor any of the Affiliated Owners shall be required to enforce a radius restriction of any nature against any other tenant, and the acts or omissions of Landlord or any of the Affiliated Owners with respect to other tenants in the Center shall not affect the provisions of this Lease. Landlord makes no representation or warranty that any other tenant of the Center will be in compliance with any radius restriction. The provisions set forth herein are for the benefit of Landlord alone and no third party shall be entitled to bring any action to enforce said provisions. Tenant acknowledges that Landlord has expressly reserved the right, unilaterally and at any time This submittal needs to be. schebu Led bra public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade declslon-making body will review the Information at the public hearing to render a recommendation or a final decision. 8 and from time to time, to modify the provisions of this Section 3.9 in any way which redu area of the Restricted Area or otherwise is more favorable for Tenant than that set forth a ARTICLE 4 PAYMENT OF RENT, RENT TAXES AND PROBATIONS 4. 1. Rent and Rent Taxes. Minimum Rent, Percentage Rent, Taxes, OC Charge and any other amounts which Tenant is or becomes obligated to pay Landlord under this Lease are sometimes herein referred to collectively as "Rent", and all remedies applicable to the non- payment of Rent shall be applicable thereto. Rent shall be paid without any prior demand or notice therefor, and shall in all events be paid without any deduction, recoupment, set-off or counterclaim, and without relief from any valuation or appraisement laws. Tenant shall pay, together with each such payment of Rent, all sales tax, rent tax, service tax, transfer tax, value added tax, or any other applicable tax on the Rent, utilities or services herein or otherwise respecting this Lease or any other document entered in connection herewith. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. 4.2. Prorations. If the Term commences on a day other than the first day of a calendar month or ends on a day other than the last day of a calendar month, the Minimum Rent, monthly payments of estimated Taxes, OC Charge and any other amounts payable on a monthly basis shall be prorated on a per diem basis for such partial calendar months on the basis of a thirty -day month. If the Minimum Rent is scheduled to increase under Article 1 other than on the first day of a calendar month, the amount for such month shall be prorated on a per diem basis to reflect the number of days of such month at the then current and increased rates, respectively. If the Term commences other than on January 1, or ends other than on December 31, Tenant's obligations to pay amounts towards actual Taxes, and OC Charges for such first or final calendar years shall be prorated on a per diem basis to reflect the portion of such years included in the Term. Prorations of Breakpoints for Partial Lease Years, and prorations for Lease Years containing two different Breakpoints for different periods, shall be as described in Article 3. ARTICLE 5 TAXES AND OC CHARGE 5.1. OC Charge. In consideration of Landlord's operation, management, maintenance and repair of the Building and the Center as provided herein, Tenant shall pay Landlord the monthly OC Charge set forth in Article 1, subject to increases as provided in this Section (such charge as in effect from time to time is called the "OC Charge"). Tenant shall pay the OC Charge on a monthly basis, on or before the first day of each calendar month, together with Tenant's payment of Minimum Rent. The OC Charge shall increase on January 1, 2018 and on each January 1 thereafter during the Term by an annual amount equal to four percent (4%) of the OC Charge payable by Tenant to Landlord for the immediately preceding calendar year (computed on an annualized basis for any partial calendar year). The OC Charge is predetermined and not subject to adjustment except as expressly provided herein. Landlord shall not be obligated to account to Tenant for the use or application of the OC Charge. 5.2. Taxes. Tenant shall pay Landlord an amount equal to Tenant's Proportionate Share of Taxes in the manner described below. This submittal needs to be. schebu Led bra public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decIslon-making burly will review the Information at the public hearing to render a recommendation or a final decision. 5.3. Manner of Payment. Taxes shall be paid in the following manner: (i) Landlord may reasonably estimate in advance the amounts Tenant shall ow Taxes for any full or partial calendar year of the Term. In such event, Tenant shall such estimated amounts, on a monthly basis, on or before the first day of each calendar month, together with Tenant's payment of Minimum Rent. Tenant shall pay initially and until further notice by Landlord the estimated amounts set forth in Article 1. Landlord may reasonably and in good faith adjust the estimated amounts, including the initial estimated amounts set forth in Article 1, from time to time prior to the Commencement Date and during the Term. (ii) Within 120 days after the end of each calendar year, or as soon thereafter as practicable, Landlord shall provide a statement (the "Statement") to Tenant showing: (a) the amount of actual Taxes for such calendar year, (b) any amount paid by Tenant towards Taxes for such calendar year on an estimated basis, and (c) any revised estimate of Tenant's obligations for Taxes for the current calendar year. (iii) If the Statement shows that Tenant's estimated payments were less than Tenant's actual obligations for Taxes for such year, Tenant shall pay the difference. If the Statement shows an increase in Tenant's estimated payments for the current calendar year, Tenant shall pay the difference between the new and former estimates for the period from January 1 of the current calendar year through the month in which the Statement is sent. Tenant shall make such payments within ten (10) days after Landlord sends the Statement. (iv) If the Statement shows that Tenant's estimated payments exceeded Tenant's actual obligations for Taxes, Tenant shall receive a credit for the difference against payments of Rent next due. If the Term shall have expired and no further Rent shall be due, Landlord shall refund such difference to Tenant when Landlord sends the Statement to Tenant. 5.4. Tax Refunds, Supplemental Billings and Fiscal Tax Years. Tax refunds, less all costs incurred by Landlord in connection with appealing the Taxes, shall be deducted from Taxes in the year they are received by Landlord. If Taxes for any period during the Term or any extension thereof shall be increased after payment thereof by Landlord for any reason, including without limitation error, reassessment, or supplemental billing by applicable governmental or municipal authorities, Tenant shall pay Landlord within twenty (20) days after Tenant's receipt of written notice from Landlord Tenant's Proportionate Share of such increased Taxes. If any Taxes shall be paid based on assessments or bills by a governmental or municipal authority using a fiscal year other than a calendar year, Landlord may elect from time to time to bill Tenant and make adjustments: (i) based on such fiscal year, or (ii) based on tax payments becoming due during the subject calendar year without regard to such fiscal year. 5.5. Finality of Statements. Unless Tenant takes exception to any Statement by written notice to Landlord within thirty (30) days after Landlord provides such Statement to Tenant, such Statement shall be considered final and binding on Tenant. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality of such Statement, and accordingly agrees that time is of the essence of this Section. If Tenant takes exception to any matter contained in any Statement as provided herein, Landlord may refer the matter to an independent certified public accountant, whose certification as to the proper amount shall be final and binding as between Landlord and Tenant. Tenant shall promptly pay the cost of such certification unless such certification determines that Tenant was overbilled. Pending resolution of any such This submittal needs to be scnedu Led fora public hearing in accordance with timelines set forth in the City of Mani Code. The applicade decision -making body will renew the infomsation at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 10 exceptions, Tenant shall continue paying Tenant's Proportionate Share of Taxes in the a determined by Landlord, subject to adjustment between the parties after any such exce are resolved. 5.6. General Matters. So long as Tenant's obligations hereunder are not materially adversely affected thereby, Landlord reserves the right to reasonably change, from time to time, the manner or timing of the foregoing payments by at least thirty (30) day advance written notice to Tenant. Although this Lease contemplates the computation of Taxes on a cash basis, Landlord may make reasonable and appropriate accrual adjustments and Landlord reserves the right to change to a full accrual system of accounting. In lieu of providing one Statement covering Taxes, Landlord may provide separate statements at the same or different times. No delay by Landlord in providing the Statement (or separate statements) shall be deemed a default by Landlord or a waiver of Landlord's right to require payment of Tenant's obligations for actual or estimated Taxes ARTICLE 6 CONDITION OF PREMISES; OPENING FOR BUSINESS Tenant agrees to accept the Premises, Building, Center and any Systems and Equipment serving the Premises "as is," without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements except as may be expressly provided in Exhibit B hereto or elsewhere in this Lease ("Landlord's Work"). Tenant shall on or before the Commencement Date: (i) complete all of work required or desired by Tenant to adapt the Premises to Tenant's use, including all remodeling, signage, store front replacement and installation of trade fixtures in accordance with the other provisions of this Lease including without limitation, Article 7, Exhibits B and C and the Rules ("Tenant's Initial Work"), and (ii) open the Premises for business to the public, adequately stocked and staffed and in compliance with all provisions of this Lease, including, without limitation, Article 8. Landlord may require that Tenant accept possession of the Premises and proceed with Tenant's Initial Work and/or the preparation and submission of plans therefor prior to the date Landlord delivers possession of the Premises to Tenant upon thirty (30) days' advance notice. During any period that Tenant shall be permitted or required to enter the Premises prior to the date possession of the Premises is delivered to Tenant in the condition required hereunder (to plan or perform Tenant's Initial Work), Tenant shall comply with all terms and provisions of this Lease, except those provisions requiring the payment of Rent (other than such charges as Landlord may impose under Article 7 or Exhibit B). The parties agree that damages to Landlord resulting from Tenant's failure to open the Premises for business on or before the Commencement Date are extremely difficult and impractical to determine and for which Landlord's remedies at law will not be adequate. Accordingly, in addition to Tenant's obligation to pay Rent to Landlord as of the Commencement Date, as a fair and reasonable estimate and liquidation of Landlord's damages and not a penalty, if Tenant fails to complete Tenant's Initial Work and open the Premises for business in the manner required herein by the Commencement Date (as such date may be extended by up to thirty (30) days due to Unavoidable Delays (defined below)), Tenant shall pay Landlord as additional Rent an amount equal to 100% of the Minimum Rent then in effect prorated on a per diem basis until Tenant completes Tenant's Initial Work and so opens for business. Acceptance by Landlord of such liquidated damages shall constitute adequate consideration to Landlord for such violation but shall not be deemed permission for Tenant to continue such violation, and shall not preclude Landlord from seeking any other remedy (other than damages) for such violation including, without limitation, specific performance or termination of this Lease or Tenant's right to possession as described in Article 22. This submittal needs to be scnedu Led fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body will renew the information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 11 Subject to the provisions of all applicable Laws, so long as Tenant has the right to p the Premises, Landlord shall permit Tenant to place tables and chairs in the cross-hatche shown on the attached Exhibit E, said Exhibit being made a part hereof by this reference cross -hatched area shall hereinafter be referred to as Tenant's "Supplemental Seating Area Tenant acknowledges it shall have complete responsibility for seeking and obtaining any governmentally required approvals, permits or consents needed for its contemplated use of the Supplemental Seating Area. The initial number of such tables and chairs in the Supplemental Seating Area shall be mutually agreed upon by Tenant and Landlord, and shall be subject to applicable Laws, and the design and quality of such tables and chairs shall be subject to Landlord's reasonable approval, and shall be consistent with the operation of a "first-class", "high -quality", cafe. Additionally, if during the Term of the Lease, Landlord determines, in its reasonable business judgment, that such tables and chairs look worn, and are no longer in a state of good condition and repair, Tenant shall as soon as commercially practicable replace such tables and chairs with new tables and chairs (the design and quality of which shall be subject to Landlord's reasonable approval, and shall be consistent with the operation of a ""first-class", "high -quality", cafe). Tenant shall only use the Supplemental Seating Area for customer seating and table service. Tenant shall not place any trash receptacles within Tenant's Supplemental Seating Area (all trash receptacles for use by Tenant's customers shall be located within the Premises). Tenant shall remove all such tables and chairs from the Supplemental Seating Area at the close of business each day, and shall store such tables and chairs within the Premises. Tenant shall maintain and keep the Supplemental Seating Area, including any personal property located therein, in a neat, clean and orderly fashion at all times. Tenant shall enter into a written maintenance contract approved by Landlord with a competent, licensed vendor to pressure clean the Supplemental Seating Area during times reasonably required by Landlord. The terms of such maintenance contract shall comply with the Design Criteria and such maintenance of the Supplemental Seating Area shall represent part of Tenant's maintenance obligations described under Section 11.1 below. In the event any plants or trees are permitted in the Supplemental Seating Area, Tenant shall enter into maintenance contracts with competent, licensed landscapers and pest control specialists to maintain same. In the event Tenant fails to maintain the Supplemental Seating Area and the tables and chairs located thereon in the aforementioned manner, Landlord shall give written notice of such failure to Tenant, and if Tenant fails to cure such failure within ten (10) days, such failure shall be an event of default under the Lease. Tenant acknowledges and agrees that for the purposes of the Lease, the Supplemental Seating Area shall be deemed to be a part of the Premises, so that the obligations and liabilities of Tenant under the Lease shall apply equally to the Supplemental Seating Area, including without limitation Tenant's Permitted Use, Tenant's obligations to procure and secure and maintain insurance respecting such Supplemental Seating Area, Tenant's indemnities, Tenant's repair obligations, and the Rules (except for the purpose of calculating any Minimum Rent, Tenant's Proportionate Share or additional charges hereunder). At any time during the Term hereof, Landlord may notify Tenant to decrease the number of such tables and chairs, or terminate Tenant's right to use such Supplemental Seating Area upon thirty (30) days' notice to Tenant in the event the placement of such tables and chairs in the Supplemental Seating Area is no longer permitted under any applicable Laws. Tenant's rights with respect to the Supplemental Seating Area may not be assigned or in any other manner or fashion transferred, partially or wholly, except only in respect of an assignment or sublet of the entire Lease of all the Premises for the entire balance of the Term to an assignee or sublessee first consented to in writing by Landlord in accordance with the terms of this Lease. Tenant shall make no permanent installations or improvements to the Supplemental Seating Area. Except as provided herein, Tenant accepts the Supplemental Seating Area in its AS -IS, WHERE -IS condition; and Tenant This submittal needs to be. schebu Led for a public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade declslon-making burly will review the Information at the public hearing to render a recommendation or a final decision. 12 hereby releases Landlord and agrees to indemnify and hold Landlord harmless from and any claim, loss, damage or complaint (x) respecting the use, operation, and condition Supplemental Seating Area and (y) respecting any interference of or with Tenant's contempl use of the Supplemental Seating Area, provided that any acts or omissions of Landlord or any its employees, agents or contractors are expressly excluded from such release and the indemnity. ARTICLE 7 TRADE FIXTURES, ALTERATIONS AND LIENS 7.1. Approval. Tenant shall not attach any fixtures, equipment or other items to the Premises or make any additions, changes, alterations or improvements to the Premises or the Systems and Equipment serving the Premises, including without limitation Tenant's Initial Work described in Article 6 and Exhibit B hereto (all such work referred to collectively herein as the "Work"), without the prior written consent of Landlord. Landlord shall not unreasonably withhold or delay its consent, except that Landlord reserves the right to withhold consent in Landlord's sole discretion for Tenant's Initial Work, and any Work affecting the structure, safety or security of the Building, the Center or Premises, the Systems and Equipment, or the exterior or appearance of the Premises from any Common Areas. 7.2. Conditions. Landlord reserves the right to impose reasonable requirements as a condition of such consent or otherwise in connection with the Work, including without limitation, requirements that Tenant: (I) submit for Landlord's prior written approval detailed plans and specifications prepared by licensed and competent architects and engineers, (ii) submit for Landlord's prior written approval the names, addresses and background information concerning all contractors, subcontractors and suppliers, (iii) obtain and post building permits, MOT permits, other applicable permits, bonds, and additional insurance as required hereunder, (iv) submit contractor, subcontractor and supplier lien waivers, (v) use union labor, and (vi) comply with such other reasonable requirements as Landlord may impose concerning the manner and times in which such Work shall be done and other aspects of the Work, provided that such requirements shall not materially increase the cost of such Work to Tenant. If Landlord consents or supervises, or recommends any suppliers, contractors, architects, or engineers, the same shall not be deemed a warranty as to the adequacy of the design, workmanship or quality of materials, or compliance of the Work with any Laws. 7.3. Performance of Work. All Work shall be performed: (i) in a thoroughly first class, professional and workmanlike manner, (ii) only with materials that are new, high quality, and free of material defects, (iii) in accordance with plans and specifications approved by Landlord in advance in writing, (iv) not to adversely affect the Systems and Equipment or the structure of the Building or the Center, (v) diligently to completion and so as to cause the least possible interference with other tenants, the operation of the Building and the Center, and the public streets, sidewalks, and other public property adjacent to the Building and the Center, and (vi) in compliance with all applicable Laws and other provisions of this Lease, including without limitation, Exhibit B and the Rules attached hereto as Rider One. If Tenant fails to perform the Work as required herein or the materials supplied fail to comply herewith or with the specifications approved by Landlord, and Tenant fails to cure such failure within five (5) days after receipt of written notice from Landlord (except that notice shall not be required in emergencies), Landlord shall have the right to stop the Work until such failure is cured (which shall not be in limitation of Landlord's other remedies and shall not serve to abate the Rent or Tenant's other obligations under this Lease). 7.4. Liens. This submittal needs to be. schebu Led for a public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade declslon-making burly will review the Information at the public hearing to render a recommendation or a final decision. 13 (1) Tenant shall keep the Premises and all parts thereof at all times free of mec liens and any other lien for labor, services, supplies, equipment or material purchas procured, directly or indirectly, by or for Tenant. Tenant further agrees that Tenant will pro pay and satisfy all liens of contractors, subcontractors, mechanics, laborers, materialmen a other items of like character, and will indemnify Landlord against all expenses, costs and charges, including bond premiums for release of liens and attorneys' fees and costs reasonably incurred in and about the defense of any suit in discharging the Premises, from any liens, judgments, or encumbrances caused or suffered by Tenant. In the event any such lien shall be made or filed, Tenant shall bond against or discharge the same within fifteen (15) days after the same has been made or filed. It is understood and agreed between the parties hereto that the expenses, costs and charges above referred to shall be considered as Rent due and shall be included in any lien or other claim for Rent. (2) The Tenant herein shall not have any authority to create any liens for labor or material on the Landlord's interest in the Premises and all persons contracting with the Tenant for the construction or removal of any facilities or other improvements on or about the Premises, and all materialmen, contractors, mechanics and laborers are hereby charged with notice that they must look only to the Tenant and to the Tenant's interests in the Premises to secure the payment of any bill for work done or material furnished at the request or instruction of Tenant. In accordance with Florida Statutes §713.10, Landlord shall have the right to post on the Premises and to file and/or record in the Public Records or court registry, as applicable, notices of non -responsibility and such other notices as Landlord may reasonably deem proper for the protection of Landlord's interest in the Premises. (3) Prior to commencement of any Work or the delivery of any materials or supplies to the Premises by Tenant's contractor or any subcontractor or any other person on behalf of Tenant (a "Potential Lienor"), Tenant shall deliver to Landlord a Waiver of Lien from each such Potential Lienor, in recordable form and otherwise in form reasonably satisfactory to Landlord. Such Waiver of Lien shall provide, among other things that such Potential Lienor waives any and all lien rights it may have against Landlord's interest in the Premises, the Building, or any portion thereof. Neither failure by Tenant to comply with this provision, nor failure by Landlord to enforce this provision, shall constitute Landlord's agreement that any Potential Lienor may have or acquire any lien or lien rights against Landlord's interest in the Premises or the Building or any portion thereof, or Landlord's agreement that any claim of lien filed by such Potential Lienor may attach to Landlord's interest in the Building or the Premises or any portion thereof, or a waiver by Landlord of any of its rights under this Lease, applicable Law, or otherwise. (4) On or before (but not earlier than 90 days before) the commencement of any Work, Tenant shall execute and record in the public records of Miami -Dade County, Florida, a Notice of Commencement substantially in the form of Exhibit D to this Lease and meeting all applicable requirements of Section 713.13, Florida Statutes. Tenant shall post a certified copy of such Notice of Commencement visibly on the Premises in accordance with the requirements of Section 713.13, Florida Statutes. 7.5. Landlord's Fees and Costs. Tenant shall reimburse to Landlord any reasonable out -of- pocket costs incurred by Landlord in review of Tenant's plans and specifications or monitoring any Work, including the cost of any outside engineer, architect or consultant, and such fees as Landlord may reasonably impose for utilities, trash removal, temporary barricades and other matters in connection with the Work, or such fees therefor (if any) set forth in Exhibit B hereto. This submittal needs to be. schebu Led bra public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade decIslon-making body will review the Information at the public hearing to render a recommendation or a final decision. 14 ARTICLE 8 USE AND OPERATING REQUIREMENTS 8.1. Use; Compliance With Laws. Tenant shall use the Premises for the purpo specified in Article 1 (and Tenant shall use the Premises for all the purposes specified therein), and for no other purpose whatsoever, subject to and in compliance with all other provisions of this Lease, including without limitation the Rules attached as Rider One hereto. Tenant shall comply with all Laws relating to the Premises and Tenant's use thereof, including without limitation, Laws requiring the Premises to be closed on Sundays or any other days or hours, health, safety and building codes, and any permit or license requirements. Landlord makes no representation that the Premises are suitable for Tenant's purposes. 8. 2. Required Hours. Tenant agrees to continuously operate and conduct its business in one hundred percent (100%) of the Premises during the Required Hours. "Required Hours" herein shall mean those hours established from time to time by Landlord for retail tenants in the Building or the Center in general, in Landlord's sole discretion, which required hours shall initially be those set forth in Article 1; provided, Landlord shall not require that Tenant open for business before 11:00 a.m. or remain open after 9:00 p.m., except: (i) for holiday, seasonal or other special sales or promotions, or (ii) when at least one Major or a majority of the retail tenants at the Building or the Center are open or are required to be open. If Tenant desires to operate the Premises during additional hours beyond those required by Landlord hereunder, Tenant shall first obtain Landlord's written approval (which may be withheld in Landlord's sole discretion), and Tenant shall pay all additional costs and expenses and Landlord's reasonable charges in connection therewith, including, without limitation, any additional utilities, security services, cleaning and trash removal. Without limiting the generality of the foregoing, Landlord reserves the right to close the Building and/or the Center on national holidays or certain hours of national holidays, including without limitation, New Year's Day, Easter, Thanksgiving and Christmas. 8. 3. Required Operations. Tenant shall conduct its business at all times in a first-class, professional and businesslike manner consistent with reputable business standards and practices, and such that a high reputation of the Center is developed and enhanced. Tenant shall operate the Premises continuously, actively and diligently in a good faith manner designed to maximize Gross Sales. Tenant shall keep the Premises adequately staffed with well -trained personnel for efficient first class service. Tenant agrees that storage and office space in the Premises shall be limited to that necessary for, and used in conjunction with, the business provided in Article 1 to be conducted in the Premises. Sales and services permitted under Article 1 shall be provided only on a retail basis to the general public. Tenant shall use the public streets, sidewalks and other public property adjacent to the Building only for vehicular and pedestrian ingress and egress, as applicable, and shall not obstruct any such areas. 8.4. Trade Name. Tenant shall conduct Tenant's business only under the trade name set forth in Article 1, or such other trade name approved by Landlord in writing as determined by Landlord in its sole discretion. 8.5. Violation of Requirements. The parties agree that Tenant's obligations under this Article go to the essence of the parties' agreement hereunder, and that any failure to perform such obligations will result in damages to Landlord that are extremely difficult and impractical to determine and for which Landlord's remedies at law will not be adequate. Accordingly, in addition to Tenant's obligation to pay Rent to Landlord as of the Commencement Date, as a fair and reasonable estimate and liquidation of Landlord's damages and not a penalty, if Tenant fails to perform any obligations under Section 8.1 or Section 8.4 above during any portion of any day This submittal needs to be scheduled fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body NOR renew the infomsation at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 15 of the Term, Tenant shall pay Landlord as additional Rent an amount equal to 35% Minimum Rent then in effect prorated on a per diem basis while such failure conti Acceptance by Landlord of such fine or liquidated damages shall not be deemed permissio Tenant to continue such violation, and shall not preclude Landlord from seeking any oth remedy (other than damages) for such violation including, without limitation, specific performance, recovery of rent, or termination of this Lease or Tenant's right to possession as described in Article 22. Furthermore, if Landlord sends Tenant three (3) notices during any twelve (12) month period during the Term stating that Tenant failed to perform any obligations under Section 8.2 or Section 8.3 during any portion of any day of the Term, then same shall be deemed a Default (defined below), without any further notice. 8.6. Quality Assurances: A. Tenant agrees at all times to maintain sufficient ventilation and to maintain high standards of operation in its business activities within the Premises, including in terms of cleanliness, so as to avoid unpleasant odors within or emitting from the Premises which violate any applicable Law or unreasonably interfere with the operation of any other business in the Building or other buildings in the surrounding neighborhood (collectively, "Unpleasant Emissions"). Tenant acknowledges that any such Unpleasant Emissions would constitute a nuisance to customers and others who encounter same, and would constitute a nuisance to neighboring tenants or occupants and their employees and invitees; and accordingly would, among other things, constitute a violation of this Lease. Tenant acknowledges that it shall be and remain Tenant's sole and exclusive responsibility to determine at all times what measures or actions are needed from time to time so as to assure there are no such Unpleasant Emissions. Furthermore, in the event any Unpleasant Emissions result from Tenant's operations in the Premises as determined by Tenant or Landlord, Tenant further acknowledges that it shall be and remain Tenant's sole and exclusive responsibility to remediate such Unpleasant Emissions and to avoid any future Unpleasant Emissions. Tenant acknowledges that any violation of the foregoing quality assurances would constitute a nuisance; and accordingly would, among other things, constitute a violation of this Lease; and same would among other things give rise to the protections of Landlord set out in Article 24 below concerning Tenant's indemnities to Landlord. In addition to all other rights and remedies of Landlord in case of any such violations hereof, Tenant acknowledges that there will be no adequate remedy at law alone, and Landlord shall be entitled in equity to seek affirmative injunctive or other equitable relief. B. Tenant shall promptly clean up and store any trash, garbage, refuse (including expressly perishables and food product) and any other loose debris or similar items (collectively, "Trash") inside the Premises during its hours of operation and otherwise in a manner as Landlord shall reasonably require from time to time. All Trash stored inside the Premises shall first be sealed tightly inside sturdy garbage bags and then stored in trash receptacles with wheels as Landlord may designate from time to time. Each day during non -operating hours (and in no event during any portion of the Required Hours or during hours other retail stores in the Building are open and operating), and otherwise in accordance with the reasonable directions issued from time to time by Landlord, Tenant shall transport all Trash to a trash room designated by Landlord for disposal. All Common Areas used in connection with Tenant's Trash disposal shall be kept clean at all times. C. Tenant shall also store all used cooking oil within a cooking oil container specified and approved by Landlord ("Oil Container") inside the Premises at all times, which Oil Container shall be connected to an exterior port. Tenant shall obtain and install a system designated and This submittal needs to be scheduled fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body will review the information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 16 approved by Landlord to pump used cooking oil from the kitchen directly into to an Oil Con Tenant shall enter a written maintenance contract with a competent, licensed contracto provide a copy of same to Landlord, with respect to the removal and proper disposal of the cooking oil from the Oil Container. The grease within Tenant's grease trap (if applicable) will disposed of by Tenant during regular intervals in accordance with the maintenance contracts previously approved or designated by Landlord in accordance with Section 11.2 above. ARTICLE 9 PROMOTION OF CENTER AND TENANT'S BUSINESS Landlord may, from time to time in Landlord's sole discretion, at no additional cost to Tenant, require that Tenant participate in a merchants' association for the Center sponsored or designated by Landlord and/or the Affiliated Owners. In such case Tenant shall participate as an active member in such association and Tenant shall participate in any joint advertising or promotional events sponsored by such association (at no cost to Tenant), and shall comply with all other requirements of such association, provided that such requirements shall not in any way be more restrictive than the provisions of this Lease. ARTICLE 10 UTILITIES 10. 1. Utilities Provided By Tenant. Tenant shall: (i) make application in Tenant's own name for all utilities for the Premises not provided by Landlord, (ii) comply with all utility company regulations for such utilities, including requirements for the installation of meters, and (iii) obtain such utilities directly from, and pay for the same when due directly to, the applicable utility company. The term "utilities" for purposes hereof shall include but not be limited to electricity, gas, water, sewer, fire protection, telephone and other communication and alarm services, HVAC, and all taxes or other charges thereon. Tenant shall install and connect all equipment and lines required to supply such utilities to the extent not already available at or serving the Premises, provided that Landlord shall cause water, sewer and gas utilities to be brought to the rear of the Premises (or to another location designated by Tenant so long as Tenant notifies Landlord of its desired location within ten (10) days following Landlord's request therefor). Tenant shall maintain, repair and replace all such items, operate the same, and keep the same in good working order and condition, as further provided in Article 11. Tenant shall not install any equipment or fixtures, or use the same, so as to exceed the safe and lawful capacity of any utility equipment or lines serving the same. The installation, alteration, replacement or connection of any utility equipment and lines shall be subject to the requirements for alterations of the Premises set forth in Article 7. Tenant shall ensure that all HVAC equipment is installed and operated at all times in a manner to prevent roof leaks, damage, or noise due to vibrations or improper installation, maintenance or operation. Tenant shall at all times keep the Premises sufficiently heated or air-conditioned such that heated or chilled air is not drawn to or from the Premises. Tenant shall pay all charges for all utilities for which the Premises is separately metered, except as provided in Section 10.2 below. 10.2. Utilities Provided By Landlord. Landlord shall cause water to be supplied to the Premises at Landlord's expense except as otherwise set forth in this Lease, including but not limited to Exhibit B. Landlord also reserves the right from time to time to provide any or all other utilities to the Premises. In such case, Tenant shall pay such charges as Landlord may establish based on consumption, and : (i) such charges shall not be in excess of the rate that Tenant would be charged directly by the utility company serving the general area in which the Center is located, (ii) if the Premises are separately metered for such utilities, Tenant shall pay for amounts of such This submittal needs to be. schebu Led bra public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade decIslon-making body will review the Information at the public hearing to render a recommendation or a final decision. 17 utilities based on such meters, and (iii) if the Premises are not separately metered fo utilities, Tenant shall pay for amounts of such utilities based on the reasonable estima Landlord's engineer or consultant, or at Landlord's election, Tenant shall pay Landlord's cos installing separate meters, and shall thereafter pay based on such meters. Except to the exte prohibited by applicable Law, Landlord may also impose a reasonable administrative charge to cover meter -reading and other overhead expenses. All such charges shall be payable as additional Rent ten (10) days after receipt of a bill from Landlord. Landlord may discontinue providing any utilities then being provided by Landlord upon thirty (30) days' advance written notice to Tenant (in which case Tenant shall obtain such utilities directly from the applicable utility company). If Landlord supplies ventilated air or chilled or heated air or water for air- conditioning or heating of the Premises, Landlord may nevertheless require that Tenant at Tenant's expense maintain, repair and replace any portion of the systems and equipment therefor exclusively serving the Premises, including without limitation any air handling equipment, ductwork and lines. 10.3. Interruptions. Landlord does not warrant that any utilities provided by Landlord will be free from shortages, failures, variations, or interruptions caused by repairs, maintenance, replacements, improvements, alterations, changes of service, strikes, lockouts, labor controversies, accidents, inability to obtain services, fuel, water or supplies, governmental requirements or requests, or other causes beyond Landlord's reasonable control. None of the same shall be deemed an eviction or disturbance of Tenant's use and possession of the Premises or any part thereof, or render Landlord liable to Tenant for abatement of Rent, or relieve Tenant from performance of Tenant's obligations under this Lease. Landlord in no event shall be liable for damages by reason of such shortage, failure, variation, or interruption, including without limitation, loss of profits, business interruption or other incidental or consequential damages. Notwithstanding the foregoing, if, as a result of the negligence or willful misconduct of Landlord or its agents, employees or contractors, there is an interruption or discontinuance in the furnishing of any utilities to the Premises for a period in excess of two (2) days following Tenant's notice to Landlord, and Tenant is closed at the Premises due to such interruption or discontinuance, then the Minimum Rent and Percentage Rent under this Lease shall abate, until such time as such utility is restored. ARTICLE 11 MAINTENANCE AND REPAIR OF PREMISES 11.1. Tenant Maintenance and Repairs. Tenant shall keep the Premises in good working order, repair and condition (which condition shall also be clean, sanitary, sightly and free of pests and rodents, and which repairs shall include necessary replacements and capital expenditures and compliance with all Laws now or hereafter adopted), except to the extent provided to the contrary in Article 14 respecting casualty damage. Tenant's obligations hereunder shall include but not be limited to Tenant's trade fixtures and equipment, security gates, ceilings, walls, storefront, entrances, signs, interior decorations, floor -coverings, wall -coverings, entry and interior doors, exterior and interior glass (including without limitation, plate glass), plumbing fixtures, light fixtures and bulbs, keys and locks, fire extinguishers and fire protection systems, and equipment and lines for water, sewer (including free flow up to the common sewer line), HVAC, electrical, gas, sprinkler and mechanical facilities, and other systems and equipment which serve the Premises exclusively whether located within or outside the Premises, and all alterations and improvements to the Premises whether installed by Landlord or Tenant. Tenant shall also, at Landlord's option, perform or reimburse Landlord for any repairs, maintenance and replacements to areas of the Building or the Center outside the Premises caused as a result of This submittal needs to be scnedu Led fora public hearing in accordance with omermes set forth in the City of Miami Code. The applicade decision -making body NOR renew the infomsabon at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 18 moving any furniture, fixtures, or other property to or from the Premises by Tenant or its or contractors, or otherwise caused by Tenant or any other occupant of the Premises, or their employees, agents, invitees or contractors. Any repairs or other work by Tenant hereu shall be deemed "Work" under Article 7, and shall be subject to all of the requiremen thereunder, including Landlord's prior written approval. Tenant shall provide Landlord with evidence that any Work required hereunder has been performed from time to time within ten (10) days after receipt by Tenant of Landlord's written request therefor. 11.2. HVAC Maintenance. If the Premises are served exclusively by any HVAC units or other systems or equipment, Tenant shall enter annual, written maintenance contracts with competent, licensed contractors reasonably approved by Landlord. Such contracts shall include, and Tenant shall require that such contractors provide: (i) inspection, cleaning and testing at least monthly for HVAC units and semi-annually for other systems and equipment (or more frequently if required by applicable Law or if reasonably required by Landlord), (ii) any servicing, maintenance, repairs and replacements of filters, belts or other items determined to be necessary or appropriate as a result of such inspections and tests, or by the manufacturers' warranty, service manual or technical bulletins, or otherwise required to ensure proper and efficient operation, including emergency work, (iii) all other work as shall be reasonably required by Tenant, Landlord or Landlord's insurance carriers, (iv) a detailed record of all services performed, and (v) an annual service report at the end of each calendar year (Tenant shall provide Landlord with a copy of such annual reports promptly upon Tenant's receipt thereof). Not later than the Commencement Date and annually thereafter, Tenant shall provide Landlord with a copy of all maintenance contracts required hereunder, and written evidence reasonably satisfactory to Landlord that the required fees therefor have been paid. Such maintenance contracts represent part of Tenant's obligations under this Article, and shall not be deemed to limit Tenant's general obligations to keep any HVAC equipment and other systems and equipment hereunder in good working order, repair and condition as further described in Section 11.1 above. 11.3. Shared Equipment. If the Premises are served by one or more HVAC units or other such systems or equipment that also serve one or more other tenants, Tenant shall, at Landlord's election, made by Landlord from time to time in writing, either: (a) make arrangements directly with such other tenant or tenants to reasonably share responsibility and expenses for inspection, maintenance, repairs, operation and replacements of such items, or (b) reimburse Landlord for Tenant's reasonable share of all costs incurred by Landlord in making such arrangements or performing such work (such share to be based on the ratio of the square footage of the Premises to the square footage of the areas leased to such other tenant or tenants). 11.4. Landlord Maintenance and Repairs. Landlord shall keep the roof above, foundation, exterior walls other than storefront, utility lines to the point of connection for Tenant, and structural portions of the Premises in good working order and repair, provided that Tenant shall give Landlord reasonable prior notice of the necessity for such repairs, and further provided that any damage thereto shall not have been caused by any act or omission of, or violation of this Lease by, Tenant or any other occupant of the Premises, or any of their employees, agents, invitees or contractors, in which event Landlord may perform or require that Tenant perform such repairs as provided above (without limiting Landlord's other remedies therefor). Should Landlord fail to make any repairs or replacements in and to the Premises which Landlord is obligated to perform under this Section 11.4 after reasonable prior notice from Tenant, and such failure causes either (i) imminent threat of injury to person or material damage to property at the Premises, or (ii) a material interference with Tenant's ability to conduct its This submittal needs to be. schebu Led bra public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade decision -making burly will review the Information at the public hearing to render a recommendation or a final decision. 19 business at the Premises (either of such conditions (i) or (ii) an "Emergency Condition"), t after Tenant has given Landlord notice that is reasonable under the circumstances Emergency Condition, Landlord still fails to complete the repairs, Tenant may make such re in and to the Premises, but only to the extent reasonably necessary to alleviate the Emergen Condition, in a reasonable manner and at the prevailing cost of same, and Landlord shall reimburse Tenant the reasonable out -of pocket cost therefor within thirty (30) days after Tenant completes such work and Landlord has received final lien waivers and a copy of paid invoices setting forth in reasonable detail the work performed and materials used. If Landlord fails to make such reimbursement or give notice to Tenant of a bona fide dispute regarding Tenant's right to receive such reimbursement within said thirty (30) day period, and, if within ten (10) days after Tenant's notice to Landlord of such failure, Landlord does not either make the reimbursement that is due, or give notice to Tenant of a bona fide dispute regarding Tenant's right to reimbursement, then Tenant shall have the right to deduct the unreimbursed portion from the Minimum Rent thereafter accruing under this Lease until Tenant shall have received such due and unreimbursed portion. ARTICLE 12 COMMON AREAS 12. 1. Use of Common Areas. Tenant may use the Common Areas to which, and for the purposes for which, other tenants at the Center or Building, as applicable, are given access during the Term, subject to the following conditions: (1) The Common Areas shall be used by Tenant and Tenant's employees and invitees on a non-exclusive basis in common with employees and invitees of Landlord, the Affiliated Owners and other tenants and parties to whom the right to use the Common Areas has been or is hereafter granted. (2) Tenant shall not directly or indirectly conduct business in the Common Areas or make any use of the Common Areas which interferes in any way with the use of the Common Areas by other parties. (3) Tenant's use of the Common Areas shall be subject to the other provisions of this Lease, including without limitation, the Rules attached as Rider One hereto. (4) Tenant's right to use the Common Areas shall terminate upon the expiration or earlier termination of this Lease or Tenant's right to possession of the Premises. 12.2. Common Area Maintenance and Control. Landlord and the Affiliated Owners, as applicable, shall (and Landlord shall ensure that the Affiliated Owners do) administer, operate, clean, maintain and repair the Common Areas. Landlord and the Affiliated Owners reserve the right at all times to determine the nature and extent of all Common Areas, and shall have exclusive control and management thereof (except to the extent that Majors or other parties own or control portions thereof). Landlord and the Affiliated Owners, as applicable, shall have the right to close a portion of the Common Areas to discourage non -customer parking or all or portion of the Common Areas to prevent a dedication thereof to public use or otherwise prevent the acquisition of public rights in such areas, and shall have the right to take such other actions as are further described in Article 21. Landlord and the Affiliated Owners reserve the right to use, permit or deny the use of the Common Areas for any purpose which in their sole opinion may be in the best interests of the Center, including without limitation promotions, events, exhibits, displays, shows, valet parking stations, and other activities. This submittal needs to be scheduled for a public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body will renew the infomsation at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 20 12.3. Interruption of Services or Use. Landlord does not warrant that any service any use of, the Common Areas will be free from shortages, failures, variations, or interru caused by repairs, maintenance, replacements, improvements, alterations, changes of se strikes, lockouts, labor controversies, accidents, inability to obtain services, fuel, steam, water other utilities or supplies, governmental requirements or requests, or other causes beyond Landlord's reasonable control. None of the same shall be deemed an eviction or disturbance of Tenant's use and possession of the Premises or any part thereof, or render Landlord liable to Tenant for abatement of Rent, or relieve Tenant from performance of Tenant's obligations under this Lease. Landlord in no event shall be liable for damages by reason of such shortages, failures, variations or interruptions, including without limitation loss of profits, business interruption or other incidental or consequential damages. 12.4. Definition of Common Areas. The term "Common Areas" herein means all areas of the Center which are now or hereafter made available by Landlord from time to time for the general use or benefit of Landlord, the Affiliated Owners, any Majors, other tenants in the Center, other parties to whom the right to use the Common Areas has been or is hereafter granted, and their employees and invitees, as such areas currently exist and as they may be changed from time to time. The Common Areas may, at the election of Landlord, or the Affiliated Owners, as applicable, include areas in adjoining properties which are or become available to Landlord, the Affiliated Owners, tenants, employees and invitees of the Center and which are maintained with the Common Areas under any reciprocal easement agreement, operating agreement or other such agreement now or hereafter in effect. Without limiting the generality of the foregoing, the Common Areas may include, as designated by Landlord or any Affiliated Owner from time to time, any parking areas and structures (whether in tiers or at, above or below grade), enclosures and roofs covering Center buildings, entrances, sidewalks, streets or roadways, alleys, passageways, concourses, courts, arcades, service corridors, loading platforms and truck docks, delivery areas, escalators and elevators, ramps, stairs, landscaped and vacant areas, public bathrooms, information and telephone booths, directory signs and equipment, common lighting facilities, drainage areas, lounges and shelters, package pick-up stations, drinking fountains, public comfort and first aid stations, public meeting rooms, event spaces, auditoriums, bus stops, taxi stands, valet stands, on -site management and security offices, and all furniture, decorations, fixtures, improvements, Systems and Equipment, and other facilities, located in or serving any of the foregoing, except to the extent reserved for use by one or more designated tenants. 12.5. Employee Parking. Landlord will provide four (4) unassigned, unreserved parking spaces in an offsite parking facility for use the purpose of parking passenger vehicles only by Tenant's employees. Landlord will provide Tenant with four (4) access cards to such facility. Tenant shall pay to Landlord or a third party designated by Landlord, its customary and reasonable charge in effect from time to time for each such space plus sales tax and any other taxes or surcharges thereon. The current charge for each such space is $75 per month, plus sales tax and any other taxes or surcharges thereon; any increases to such charge shall be reasonable. Replacement cards will be provided only upon payment of the amount charged by Landlord or a third party designated by Landlord, from time to time. Landlord shall have the right to relocate Tenant's parking location from time to time upon reasonable written notice to Tenant, within any of the parking areas depicted on Exhibit F hereto. ARTICLE 13 INSURANCE, SUBROGATION, AND WAIVER OF CLAIMS This submittal needs to be scheduled fora public hearing In accordance with timelines set forth in the City of Miami Code. The applicade decision -making body will review the lnfonnabon at the public hearing to render a recommendation or a final decia on. PZ-21-10118 11/07/23 21 13.1 Required Insurance. Tenant shall maintain during the Term: (i) commercial g liability insurance, including broad form property damage and broad form contractual li endorsement covering Tenant's indemnity obligations under this Lease, providing, on occurrence basis, a minimum combined single limit of $5,000,000 for personal injury, bodi injury or death, or property damage or destruction (including loss of use thereof) per occurrence, (ii) workers' compensation insurance as required by statute, and employer's liability insurance in the amount of at least $500,000 per occurrence, (iii) plate glass insurance covering all plate glass in the Premises and the storefront therefor, (iv) "all-risk" property damage insurance covering Tenant's inventory, personal property, business records, furniture, floor coverings, fixtures and equipment, and all Work installed by Tenant for damage or other loss caused by fire or other casualty or cause including, but not limited to, vandalism and malicious mischief, theft, explosion, windstorm, business interruption, and water damage of any type, including sprinkler leakage, bursting and stoppage of pipes, (v) liquor liability insurance in an amount of at least $5,000,000 written on a combined single limit per occurrence basis, naming both Landlord and Tenant as insureds, and (vi) business interruption insurance covering at least one year of Rent. In addition to the foregoing coverage, Tenant shall maintain an umbrella liability insurance policy in an amount not less than $1,000,000 per occurrence for personal injury, bodily injury or death, or property damage or destruction (including loss of use thereof). All insurance required hereunder shall be provided by responsible insurers rated at least A- and VII in the then current edition of Best's Insurance Guide and shall be licensed in the State of Florida. Tenant's property damage insurance shall include full replacement cost coverage and the amount shall satisfy any coinsurance requirements under the applicable policy. Tenant's insurance shall be primary, and any insurance maintained by Landlord or any other additional insureds hereunder shall be excess and noncontributory. Landlord shall have the right to reasonably increase the amount or expand the scope of insurance to be maintained by Tenant hereunder from time to time. Notwithstanding anything to the contrary contained in this Lease, Tenant's obligation to carry the insurance required in this Section 13.1 may be satisfied by a blanket policy or policies of insurance (covering additional items, or locations, or insureds) maintained by Tenant, provided that the amount of such blanket policy or policies is reasonable in relation to the number of locations covered, the coverage afforded Landlord will not be reduced or diminished by reason thereof, the Premises under this Lease are specifically referenced in the Tenant's policy or policies, and all other requirements of Article 13 are met. 13.2 Certificates, Subrogation and Other Matters. Tenant shall provide Landlord with certificates evidencing the coverage required hereunder (and, with respect to liability coverage showing Landlord, Landlord's managing agent and others designated by Landlord as additional named insureds, and with respect to leasehold improvements showing Landlord as loss payee). Tenant shall provide such certificates prior to the Commencement Date or Tenant's possession of the Premises or construction of improvements therein (whichever first occurs). Tenant shall provide renewal certificates to Landlord at least thirty (30) days prior to expiration of such policies. Such certificates shall state that the coverage may not be changed or cancelled without at least thirty (30) days' prior written notice to Landlord. The parties mutually hereby waive all rights and claims against each other for all losses covered by their respective insurance policies, and waive all rights of subrogation of their respective insurers. Subject to the provisions of this Article 13, the parties agree that their respective insurance policies are now, or shall be, endorsed so that such waivers of subrogation shall not affect the parties' respective rights to recover thereunder. 13.3 Waiver of Claims. Except for claims arising from Landlord's intentional or negligent acts or omissions that are not covered by Tenant's insurance hereunder, Tenant waives all claims This submittal needs to be. schebu Led bra public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade declslon-making burly will review the Information at the public hearing to render a recommendation or a final decision. 22 against Landlord for injury or death to persons, damage to property or to any other inte Tenant sustained by Tenant or any party claiming through Tenant resulting from: (i occurrence in or upon the Premises, (ii) leaking of roofs, bursting, stoppage or leaking of w gas, sewer or steam pipes or equipment, including sprinklers, (iii) wind, rain, snow, ice, floodin freezing, fire, explosion, earthquake, excessive heat or cold, fire or other casualty, (iv) the Center, Building, Premises, Systems or Equipment being defective, out of repair, or failing, and (v) vandalism, malicious mischief, theft or other acts or omissions of any other parties including without limitation, other tenants, contractors and invitees at the Building or the Center. To the extent that Tenant is required to or does carry insurance hereunder, Tenant agrees that Tenant's property Toss risks shall be borne by such insurance, and Tenant agrees to look solely to and seek recovery only from its insurance carriers in the event of such losses; for purposes hereof, any deductible amount shall be treated as though it were recoverable under such policies. ARTICLE 14 CASUALTY DAMAGE 14.1 Restoration by Landlord. If the Building or the Premises, or any portion thereof, shall be damaged by fire or other casualty, Landlord shall use available insurance proceeds to repair the Building or the Premises or such portion thereof, except that Landlord shall not be required to repair or replace any of Tenant's furniture, furnishings, fixtures or equipment, or any alterations or improvements in excess of any Landlord's Work under Exhibit B hereto, and Landlord's obligations shall be subject to any governmental requirements or requirements of any Lender and such Lender's right to control, apply or withhold such insurance proceeds. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof. 14.2 Restoration by Tenant. If Landlord repairs the Building or the Premises as provided herein, Tenant shall repair and replace Tenant's Work, all items required to be insured by Tenant hereunder, and all other items required to restore the Premises to the condition required under Article 11 of this Lease. Tenant shall commence such work within ten (10) days following substantial completion by Landlord of any repairs required by Landlord hereunder and shall proceed diligently therewith to completion. Tenant's work hereunder shall constitute "Work" under Article 7 and shall be subject to all of the provisions thereof. Notwithstanding anything herein to the contrary, Tenant may close the Premises for business to the extent reasonably required in connection with such Work. 14.3 Abatement of Rent. In the event of a casualty which affects the Premises, Landlord shall allow Tenant a proportionate abatement of Rent (other than Percentage Rent) from the date of the casualty through the date that Landlord substantially completes Landlord's repair obligations hereunder (or the date that Landlord would have substantially completed such repairs, but for delays caused by Tenant, its agents, employees, invitees, Transferees and contractors), provided such abatement: (i) shall apply only to the extent the Premises are untenantable for the purposes permitted under this Lease and not used by Tenant as a result thereof, based proportionately on the square footage of the Premises so affected and not used, and (ii) shall not apply if Tenant or any other occupant of the Premises, or any of their employees, agents, invitees or contractors caused the damage. In the event that any casualty renders a material portion of the Premises untenantable for the purposes permitted under this Lease and not used by Tenant as a result thereof, and Landlord fails to restore or repair the Building or the Premises, or any portion thereof, as required hereunder within nine (9) months after the occurrence of such casualty, This submittal needs to be scnedu Led fora public hearing in accordance with omermes set forth in the City of Miami Code. The applicade decision -making body will renew the inform alon at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 23 Tenant shall have a right to terminate this Lease upon written notice to Landlord by giving notice (a "Termination Notice) to Landlord not later than thirty (30) days after expiration o nine (9) month period, which Termination Notice shall be effective thirty (30) days following date of the giving of such Termination Notice. If Landlord completes such restoration or repa within thirty (30) days following its receipt of such Termination Notice, then such Termination Notice shall automatically be rescinded, void and of no effect. 14.4 Termination of Lease. Notwithstanding the foregoing to the contrary, Landlord may elect to terminate this Lease, if the Center is materially damaged by Tenant or any other occupant of the Premises, or any of their agents, employees, invitees or contractors, or if the Center is damaged by fire or other casualty or cause such that: (a) more than 25% of the Premises is affected by the damage, (b) the damage occurs less than one year prior to the end of the Term, (c) any Lender requires that the insurance proceeds or any portion thereof be applied to the Mortgage debt (or terminates the ground lease, as the case may be), or the damage is not fully covered by Landlord's insurance policies, or (d) in Landlord's reasonable opinion, the cost of the repairs, alterations, restoration or improvement work would exceed 25% of the replacement value of the Center or of the Building (whether or not the Premises are affected). In any such case, Landlord may terminate this Lease by notice to Tenant within 120 days after the date of damage (such termination notice to include a termination date providing at least ninety (90) days for Tenant to vacate the Premises). Tenant agrees that other than as provided in Section 13.3 above, Landlord's obligation to restore, and the abatement of Rent provided herein, shall be Tenant's sole recourse in the event of such damage, and waives any other rights Tenant may have under any applicable Law to terminate this Lease by reason of damage to the Premises, the Building or the Center. ARTICLE 15 CONDEMNATION If at least 25% of the Floor Area of the Premises shall be taken by power of eminent domain or condemned by a competent authority or by conveyance in lieu thereof for public or quasi -public use ("Condemnation"), including any temporary taking for a period of one year or longer, this Lease shall terminate on the date possession for such use is so taken. If: (i) less than 25% of the Floor Area of the Premises is taken, but the taking includes a material portion of the Center or of the Building, or (ii) the taking is temporary and will be in effect for less than one year but more than thirty (30) days, then in either such event, then Landlord may elect to terminate this Lease upon at least thirty (30) days' prior written notice to Tenant. The parties further agree that: (a) if this Lease is terminated, all Rent shall be apportioned as of the date of such termination or the date of such taking, whichever shall first occur, (b) if the taking is temporary, Rent (other than Percentage Rent) shall be abated for the period of the taking (but the Term shall not be extended thereby), and (c) if this Lease is not terminated but any part of the Premises is taken, the Minimum Rent, Breakpoint, Taxes, OC Charge, and Promotion Fund Charge shall be proportionately abated based on the square footage of the Premises so taken. Landlord shall be entitled to receive the entire award or payment in connection with such Condemnation and Tenant hereby assigns to Landlord any interest therein for the value of Tenant's unexpired leasehold estate or any other claim and waives any right to participate therein, except that Tenant shall have the right to file any separate claim available to Tenant for moving expenses and any taking of Tenant's personal property, merchandise, trade fixtures, and equipment, and for loss of goodwill, provided such award is separately payable to Tenant and does not diminish the award available to Landlord or any Lender. This submittal needs to be scheduled fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body will review the information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 24 ARTICLE 16 RETURN OF POSSESSION At the expiration or earlier termination of this Lease or Tenant's right of possess Tenant shall surrender possession of the Premises in broom -clean condition and good repair, free of debris, and otherwise in the condition required under Article 11, and shall ensure that all signs, identification marks, vaults, safes, shelving, showcases, mirrors, furniture, movable equipment, movable trade fixtures and personal property have been removed therefrom (subject to Article 36) and that any damage caused thereby has been repaired. All leasehold improvements and other fixtures, such as light fixtures and HVAC equipment, plumbing fixtures, hot water heaters, fire suppression and sprinkler systems, wall coverings, carpeting and drapes, in or serving the Premises, whether installed by Tenant or Landlord, shall be Landlord's property and shall remain, all without compensation, allowance or credit to Tenant. However, if prior to such termination or within thirty (30) days thereafter Landlord so directs by notice, Tenant shall promptly remove such of the foregoing items as are designated in such notice and repair any damage to the Premises caused by such removal. If Tenant shall fail to perform any repairs or restoration, or shall fail to remove any items from the Premises as required hereunder, Landlord may do so, and Tenant shall pay Landlord the cost thereof upon demand. All property removed from the Premises by Landlord hereunder may be handled, discarded or stored by Landlord at Tenant's expense, and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. All such property shall at Landlord's option be conclusively deemed to have been conveyed by Tenant to Landlord as if by bill of sale without payment by Landlord. If Landlord arranges for storage of any such property, Landlord shall have a lien against such property for costs incurred in removing and storing the same. ARTICLE 17 HOLDING OVER Tenant shall pay Landlord 150% of the amount of Rent then applicable prorated on a per diem basis for each day Tenant shall retain possession of the Premises or any part thereof after expiration or earlier termination of this Lease, together with all damages sustained by Landlord on account thereof. The foregoing provisions shall not serve as permission for Tenant to hold- over, nor serve to extend the Term (although Tenant shall remain a tenant at sufferance, bound to comply with all provisions of this Lease until Tenant vacates the Premises). Landlord shall have the right, at any time after expiration or earlier termination of this Lease or Tenant's right to possession, to reenter and possess the Premises and remove all property and persons therefrom, and Landlord shall have such other remedies for holdover as may be available to Landlord under other provisions of this Lease or applicable Laws. ARTICLE 18 SUBORDINATION, ATTORNMENT AND MORTGAGEE PROTECTION This Lease is subject and subordinate to all Mortgages now or hereafter placed upon the Building, and all other encumbrances and matters of public record applicable to the Building, including without limitation, any reciprocal easement or operating agreements, covenants, conditions and restrictions, provided any such agreement does not (i) prevent Tenant from operating the Premises for the Permitted Use under Article 1 and/or (ii) materially adversely affect Tenant's rights or obligations hereunder (and Tenant shall not act or permit the Premises to be operated in violation thereof). If any foreclosure proceedings are initiated by any Lender 25 This submittal needs to be scheduled fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body will renew the information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 7601144-5 or a deed in lieu is granted (or if any ground lease is terminated), Tenant agrees to atto pay Rent to Lender or any purchaser at such sale. Such attornment shall be effective an operative without the execution of any further instruments, provided Tenant acknowledges agrees to execute and deliver any instruments necessary or appropriate to evidence or effectua such attornment. Furthermore, Landlord authorizes and directs Tenant to honor any written demand or notice from any Lender or such other owner instructing Tenant to pay Rent or other sums to any Lender or such other owner rather than Landlord (a "Payment Demand"), regardless of any other or contrary notice or instruction which Tenant may receive from Landlord before or after Tenant's receipt of such Payment Demand. Tenant may rely upon any notice, instruction, payment demand, certificate, consent or other document from any Lender or such other owner believed by Tenant to be genuine and signed by any Lender or such other owner and shall have no duty to Landlord to investigate the same or the circumstances under which the same was given. Any payment made by Tenant to any Lender or such other owner in response to a Payment Demand shall be deemed proper payment by Tenant of such sum pursuant to the Lease. If any Lender shall become the owner of the Premises or the Premises shall be sold by reason of foreclosure or other proceedings brought to enforce any Mortgage or if the Premises shall be transferred by deed in lieu of foreclosure, Tenant shall observe and perform: (i) each of the terms, covenants and conditions of this Lease that such Lender designates be observed and performed, and (ii) such other terms, covenants and conditions to which the parties may agree. It is further agreed that such Lender shall not be: (i) liable for any act or omission of Landlord or any prior landlord, (ii) obligated to cure any defaults of Landlord or any prior landlord which occurred prior to the time that such Lender or such other purchaser succeeded to the interest of Landlord or any prior landlord under this Lease, (iii) obligated to perform any construction obligations of the Landlord or any prior landlord under this Lease, or (iv) obligated for the payment of any work allowances provided for under this Lease, or (v) subject to any offsets, defenses or counterclaims which Tenant may be entitled to assert against the Landlord or any prior landlord (prior to such Lender becoming Landlord under such attornment), (vi) liable or responsible for or with respect to the retention, application and/or return to Tenant of any security deposit paid to Landlord or any prior landlord, whether or not still held by Landlord or any prior landlord, unless and until Lender or such other purchaser has actually received for its own account as landlord the full amount of such security deposit, or (vii) bound by any prepaid(more than one month in advance)Rent not actually received by Lender, (viii) bound by any future modification of this Lease not consented to by such Lender; or (ix) bound by any agreement of any landlord under the Lease (including, without limitation, Landlord) with respect to completion of any improvements affecting the Premises, the Building or the Center or any part thereof or for the payment or reimbursement to Tenant of any contribution to the cost of the completion of any such improvements. Tenant agrees to give any Lender by certified mail, return receipt requested, a copy of any notice of default served by Tenant upon Landlord, provided that prior to such notice Tenant has been notified in writing (by way of service on Tenant of a copy of an assignment of leases, or otherwise) of the name and address of such Lender. Tenant further agrees that if Landlord shall have failed to cure such default within the time permitted Landlord for cure under this Lease, any such Lender whose address has been so provided to Tenant shall have an additional period of thirty (30) days in which to cure (or such additional time as may be required due to causes beyond such Lender's control, including time to obtain possession of the Building by judicial action). The provisions of this Article shall be self -operative; however, Tenant shall execute such reasonable documentation in recordable form (herein, an "SNDA") as Landlord or any Lender may reasonably request from time to time in order to confirm the matters set forth in this Article. This submittal needs to be. schebu Led for a public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade decIslon-making body will review the Information at the public hearing to render a recommendation or a final decision. 26 Tenant acknowledges that included within the concept of self -operative subordinati expressed in this Article 18, is the recognition by Tenant that (i) any provision in this Lease not prevail over any conflicting provisions in the Mortgage, which conflicting provisions in Mortgage shall instead govern and control, provided a copy of the Mortgage shall have bee delivered to Tenant, and (ii) any conflicting provisions in this Lease shall not prevail over any conflicting provisions in the SNDA (if so required by Landlord or any Lender as set forth above), which conflicting provisions in the SNDA shall instead govern and control, provided that none of such provisions materially and adversely affect Tenant's rights and obligations hereunder. To the extent not expressly prohibited by Law, Tenant waives the provisions of any Law now or hereafter adopted which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease or Tenant's obligations hereunder if such foreclosure proceedings are initiated, prosecuted or completed. If, in connection with obtaining, continuing or renewing financing or refinancing for the Building and/or the Center, the Lender shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not, except to a de minimis extent in all instances, increase the obligations of Tenant hereunder (except, potentially, to the extent that Tenant may be required to give notices of any defaults by Landlord to such lender with the granting of such additional time for such curing as may be required for such lender to obtain possession of the said Building and/or Center) or affect, except to a de minimis extent in all instances, the leasehold interest hereby created or the rights of Tenant thereunder, or reduce, except to a de minimis extent in all instances, the obligations of Landlord under this Lease. If any act or omission by Landlord shall give Tenant the right, immediately or after the lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, Tenant shall not exercise any such right until: (a) it shall have given written notice of such act or omission to each Lender of which it has written notice, and (b) a reasonable period for remedying such act or omission shall have elapsed following such notice (which reasonable period shall be equal to, and not exceed, the period to which Landlord would be entitled under this Lease to effect such remedy, plus an additional thirty (30) day period), provided such Lender shall, with reasonable diligence, give Tenant notice of its intention to remedy such act or omission, promptly, and in no even later than ten (10) days, after Tenant's notice to such Lender, and shall commence and diligently prosecute such remedy to completion. ARTICLE 19 ESTOPPEL CERTIFICATE Tenant shall from time to time, within fifteen (15) days after receipt of written request from Landlord, execute, acknowledge and deliver a statement: (i) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease as so modified, is in full force and effect (or if this Lease is claimed not to be in force and effect, specifying the ground therefor) and the dates to which the Minimum Rent, Percentage Rent and other charges hereunder have been paid, and the amount of any Security Deposit, (ii) acknowledging that there are not; to Tenant's knowledge, as of the date thereof, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed, and (iii) certifying such other matters as Landlord may reasonably request, or as may be reasonably requested by Landlord's current or prospective Lenders, insurance carriers, auditors, and prospective purchasers. Any such statement may be relied upon by any such parties. If Tenant shall fail to execute and return such statement within the time required herein, This submittal needs to be. schebu Led bra public hearing In accordance wiHi timelines set forth in the City of Miami Cede. The appllcade decIslon-making body will review the Information at the public hearing to render a recommendation or a final decision. 27 Tenant shall be deemed to have agreed with the matters set forth therein, and Landlord in good faith shall be authorized as Tenant's attorney -in -fact to execute such statement on of Tenant (which shall not be in limitation of Landlord's other remedies therefor). Wit limiting the generality of the foregoing, and notwithstanding any other provision of this Lea Landlord may, at its option, require that Tenant deliver to Landlord such a statement as a condition to delivery of the Premises to Tenant or within fifteen (15) days following Landlord's written request therefor following delivery of the Premises to Tenant, as elected by Landlord. ARTICLE 20 ASSIGNMENT AND SUBLETTING 20.1 Transfers. Tenant acknowledges that Landlord has entered this Lease in order to obtain the unique attraction of Tenant's trade name, the unique services and/or merchandising mix and product lines associated with Tenant's business and the unique combination of Tenant's apparent operating expertise and financial integrity. Tenant shall not, without the prior written consent of Landlord, which consent may be withheld in Landlord's sole and arbitrary discretion: (i) assign, mortgage, pledge, hypothecate, encumber, permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, by operation of law or otherwise, (ii) sublet the Premises or any part thereof, or extend, renew or modify any sublease, or (iii) permit the use of the Premises by any parties other than Tenant and its employees, whether as licensee, concessionaire, franchisee or otherwise (each of the foregoing is hereinafter referred to as a "Transfer" and collectively as "Transfers" and any party to whom any Transfer is made or sought to be made is hereinafter referred to as a "Transferee"). Any Transfer made without complying with this Article shall, at Landlord's option, be null, void and of no effect (which shall not be in limitation of Landlord's other remedies). Whether or not Landlord grants consent, Tenant shall pay $1,500.00 towards Landlord's review and processing expenses, as well as any reasonable legal fees which Landlord may incur in connection therewith. 20.2 Procedure. If Tenant shall desire Landlord's consent to any Transfer, Tenant shall notify Landlord, which notice shall include: (a) a reference to the Building, Premises and this Lease, (b) the name and address of the proposed Transferee and a detailed description of the business operation proposed to be conducted in the Premises, (c) the proposed effective date (which shall not be less than 45 nor more than 180 days after Tenant's notice), (d) the terms of the proposed Transfer, a copy of all documentation pertaining thereto, and a detailed description of any alterations to the Premises required in connection with the Transfer, (e) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (f) names, addresses, periods of ownership and operation, and reasonable description of all other businesses owned and operated by the Transferee then or within the three (3) previous years, and (g) business and character references and any other information to enable Landlord to determine the retail business experience, financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business, and such other information as Landlord may reasonably require. 20.3 Consent. If Landlord consents to a Transfer: (a) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified, including without limitation, the purposes for which the Premises shall be used under Article 1, (b) Tenant shall be released from for all obligations under this Lease arising after the Transfer so long as (i) the Loan (defined below) has been repaid in full as determined by Landlord and (ii) the assignee expressly assumes in writing all of Tenant's obligations, (c) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, and (d) Tenant shall deliver to Landlord promptly after This submittal needs to be. schebu Led bra public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade declslon-making burly will review the Information at the public hearing to render a recommendation or a final decision. 28 execution, an executed copy of all documentation pertaining to the Transfer in form reas acceptable to Landlord. Any sublease hereunder shall be subordinate and subject provisions of this Lease, and if this Lease shall be terminated during the term of any sub Landlord shall have the right to: (i) treat such sublease as cancelled and repossess the Premis by any lawful means, or (ii) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall Default hereunder, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney -in -fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease). 20.4 Intentionally Omitted. 20.5 Increase in Minimum Rent. If Landlord consents to a Transfer before the Loan has been repaid in full as determined by Landlord, the monthly Minimum Rent shall be increased on the effective date of the Transfer to the greater of: (i) an amount equal to the average total monthly Minimum Rent and Percentage Rent payable by Tenant during the thirty-six (36) months prior thereto (or such shorter period as may have occurred since the Commencement Date), or (ii) an amount equal to the Minimum Rent then in effect multiplied by 125%. If the Minimum Rent is increased hereunder, there shall be a proportionate adjustment to the Breakpoint. In the event Tenant requests Landlord's consent with respect to Tenant subletting the entire Premises to an unrelated third party, then if Landlord consents to such sublease, the monthly Minimum Rent shall be increased to an amount equal to the Minimum Rent then in effect multiplied by 125%. 20.6 Certain Transfers. For purposes of this Lease, the term "Transfer" shall also include the following, whether accomplished directly or indirectly: (a) if Tenant is a partnership (including, without limitation, a limited liability partnership), the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership or member interests, in the aggregate on a cumulative basis, or the dissolution of the partnership, and (b) if Tenant is a closely held corporation or limited liability company (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), the: (i) dissolution, merger, consolidation or other reorganization of Tenant, (ii) any sale or other transfer resulting in David Grutman, directly or indirectly, owning less than a cumulative aggregate of 70% of the voting shares or membership interests of Tenant , (iii) sale or other transfer of more than a cumulative aggregate of 50% of the voting shares or membership interests of Tenant (other than to immediate family members by reason of gift or death) or (iv) sale, mortgage, hypothecation or pledge of more than a cumulative aggregate of 50% of Tenant's net assets. ARTICLE 21 RIGHTS RESERVED BY LANDLORD Except to the extent expressly limited herein, Landlord and the Affiliated Owners, as applicable, reserve full rights to control the Building and Center (which rights may be exercised without subjecting Landlord or any Affiliated Owner to claims for constructive eviction, abatement of Rent, damages or other claims of any kind), including more particularly, but without limitation, the following rights: 21.1 Access to Premises. Landlord and its authorized representatives may upon at least twenty-four (24) hours advance notice to Tenant's restaurant manager or comparable person, which notice may be given by oral or written notice to Tenant's restaurant manager or This submittal needs to be scheduled fora public hearing in accordance with timelines set forth come City of Miami Code. The applicade decision -making body will review the information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 29 comparable person, except in emergencies in which case no notice shall be required: (i) i the Premises, (ii) exhibit the Premises to current and prospective tenants, purchasers, le insurers, governmental authorities, and brokers, (iii) place in and upon the Premises or such o places as may be determined by Landlord "For Rent" signs or notices if Tenant shall abandon vacate the Premises, or at any time during the last 120 days of the Term, (iv) enter or permit entry to the Premises in emergencies or for any other reasonable purpose, or for the purpose of exercising any other rights or remedies expressly granted or reserved to Landlord under this Lease or applicable Law, or to make any repairs, maintenance, improvements or alterations, or other work in or about the Building or the Center, and (v) in connection therewith, erect scaffolding and temporary barricades and take into, upon or through the Premises, materials required to perform the same, and if reasonably required, move Tenant's leasehold improvements, fixtures, property and equipment. However, in connection with entering the Premises to exercise any of the foregoing rights, Landlord shall take reasonable steps to minimize any interference with Tenant's business, and following completion of the work, return Tenant's leasehold improvements, fixtures, property and equipment to the original locations and condition. 21.2 Reserved Areas. Landlord reserves all rights to use (or grant other parties the right to use) and Tenant shall have no right, title or interest in: (i) the roof of the Building, (ii) exterior non - storefront portions of the Premises (including, without limitation, demising walls and outer walls of the area of the Building in which the Premises are located), (iii) air rights above the Premises and rights to the land and improvements below the floor level of the Premises, and (iv) areas within the Premises necessary for utilities, services, safety and operation of the Center that will not materially interfere with Tenant's use of the Premises, including the Systems and Equipment, fire stairways, and space between the suspended ceiling of the Premises and the slab of the floor or roof of the Building thereabove. If the Premises do not contain a suspended ceiling, the Premises shall extend vertically to the height where, in Landlord's reasonable opinion, a suspended ceiling would otherwise exist, and Landlord reserves the right to install a suspended ceiling and use the area thereabove. 21.3 Remeasurement. (1) Landlord reserves the right to remeasure the Floor Area of all leasable space in the Premises at any time. If any such remeasurement determines that the actual Floor Area of the Premises exceeds the Floor Area of the Premises set forth in Article 1, the Minimum Rent, Breakpoint, Tenant's Proportionate Share, OC Charge, Taxes shall be adjusted retroactively and prospectively on a prorata basis to reflect the Floor Area determined by such remeasurement. (2) Landlord further reserves the right to remeasure the Floor Area of all leasable space in the Building and/or the Center at any time. If any remeasurement results in the Tenant's Proportionate Share (determined in accordance with Article 28) for any purpose being different than as set forth in Article 1, then Tenant's Proportionate Share shall be adjusted retroactively and prospectively to reflect Tenant's Proportionate Share determined as a result of such remeasurement, and Tenant's Proportionate Share shall be computed in accordance therewith. (3) Upon either party's request, any revised Floor Area and/or Tenant's Proportionate Share resulting from any such remeasurement shall be confirmed in an amendment to this Lease signed by both parties. 21.4 Access to Building and Center. Landlord or any Affiliated Owner may prevent or restrict access to the Center or designated portions thereof by such security procedures as Landlord or This submittal needs to be scheduled fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body will renew the inform alon at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 30 any Affiliated Owner may from time to time reasonably impose on days and hours wh Center is, or portions thereof are, closed for business to the public. Landlord or any A Owner reserves the right to control, prevent access by and remove, any person whose pres in the reasonable judgment of Landlord or any Affiliated Owner shall be prejudicial to the safe character, reputation and interests of the Center or Building, or who in the reasonable judgment of Landlord, or any of the Affiliated Owners, is intoxicated or under the influence of liquor or drugs. 21.5 Emergency Closings. Landlord or any Affiliated Owner shall have the right (but not the obligation) to limit or prevent access to all or any portion of the Building or the Center, shut down elevator and escalator service, activate emergency controls or procedures, or otherwise take such action or preventive measures deemed necessary by Landlord or any Affiliated Owner for the safety of tenants or other occupants of the Building or the Center or the protection of the Building or the Center or other property located thereon or therein, in case of fire or other casualty, riot or other civil disorder, strike or labor unrest, public excitement or other dangerous condition, or threat thereof. 21.6 Other Tenants. Landlord and the Affiliated Owners reserve the right to lease any portion of the Building or the Center to such other tenants as Landlord or the applicable Affiliated Owner, in its sole discretion, deems appropriate, whether or not engaged in the same or similar business for which Tenant is permitted to use the Premises under this Lease. Tenant acknowledges that Landlord has made no representations as to the presence of any specific tenant or number or types of tenants at the Center or the Building as of or after the Commencement Date, hours or days that such other tenants shall or may be open for business, or gross sales which may be achieved by Tenant or any other tenants in the Building or at the Center. A vacation or abandonment of its premises or cessation of business in the Building or the Center by any other tenant or occupant shall not release or excuse Tenant from Tenant's obligations under any provision of this Lease. 21.7 Changes to the Building and Center. Landlord and the Affiliated Owners, as applicable, reserve the right to: (i) change the name of the Building or the Center and the address, designation or identification of the Premises or the Building, (ii) install, maintain, alter and remove signs on or about the exterior and interior of the Building or other buildings in the Center, (iii) add land, easements or other interests to or eliminate the same from the Center, and grant easements and other interests and rights in the Center to other parties, (iv) add, alter, expand, reduce, eliminate, relocate or change the shape, size, location, character, design, appearance, use, number or height of any permanent or temporary buildings, structures, improvements, surface parking, subterranean and multiple level parking decks, kiosks, planters, pools, waterfalls, parking areas, driveways, landscaped areas and other Common Areas, change the striping of parking areas and direction and flow of traffic, and convert Common Areas to leasable areas and leasable areas to Common Areas, (v) enclose any area, or remove any such enclosure, or add one or more additional levels or stories to the Building or any other building in the Center, or any portion of either, whether or not the Premises are contained therein, and add structural support columns that may be required within the Premises or Common Areas, (vi) relocate any HVAC equipment serving the Premises installed on the roof or other area outside the Premises if Landlord or any Affiliated Owner constructs an additional story or level or otherwise alters the Building or any other improvements in the Center, and (vii) in connection with the foregoing matters, or with any other inspections, repairs, maintenance, improvements or alterations in or about the Building or the Center, or as a result of any casualty, incident, strike, condemnation, act of God, Law or governmental requirement or request, or any other cause, erect scaffolding, This submittal needs to be scheduled fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body will review the information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 31 barricades, and other structures reasonably required in, or otherwise close, Common Ar portions thereof, including but not limited to public entry ways and areas, restrooms, stair escalators, elevators and corridors. However, in connection with exercising such rights, Land or such Affiliated Owner, as applicable, shall: (a) take reasonable steps to minimize or avoid an material interference with visibility of Tenant's storefront signage, access to the Premises and operation of Tenant's business, (b) avoid materially changing the configuration or reducing the square footage of the Premises, unless required by Laws or other causes beyond Landlord's or such Affiliated Owner's reasonable control (and in the event of any permanent material reduction, the Minimum Rent, Breakpoint, OC Charge and Taxes shall be proportionately reduced), (c) at Landlord's sole expense, move Tenant's entrance doorway if access thereto is materially impaired, and (d) if Landlord enters the Premises in connection with any of the foregoing matters, comply with Section 21.1 above. ARTICLE 22 LANDLORD'S REMEDIES 22.1 Default. The occurrence of any one or more of the following events shall constitute a "Default" by Tenant and shall give rise to Landlord's remedies set forth in Section 22.2, below: (i) failure to make when due any payment of Rent or any payment due under the Note (as defined below) within ten (10) days after the date that such payment is due, (ii) failure to observe or perform any term or condition (a) of this Lease other than the payment of Rent or (b) under the Note other than the Quarterly Payments (as defined in the Note), unless such failure is cured within any period of time following notice expressly provided in this Lease or the Note, as applicable, or otherwise within a reasonable time, but in no event more than thirty (30) days following notice (or such additional time, but no more than sixty (60) days, as may be required due to Unavoidable Delays), or (iii) (a) making by Tenant or any guarantor of this Lease ("Guarantor") of any general assignment for the benefit of creditors, (b) filing by or against Tenant or any Guarantor of a petition to have Tenant or such Guarantor adjudged a bankrupt or a petition for reorganization or arrangement under any Law relating to bankruptcy or insolvency (unless, in the case of a petition filed against Tenant or such Guarantor, the same is dismissed within sixty (60) days), (c) appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located in the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days, (d) attachment, execution or other judicial seizure of substantially all of Tenant's assets located on the Premises or of Tenant's interest in this Lease, (e) Tenant's or any Guarantor's convening of a meeting of its creditors or any class thereof for the purpose of effecting a moratorium upon or composition of its debt, (f) Tenant's or any Guarantor's insolvency or admission of an inability to pay its debts as they mature, or (iv) a violation by Tenant or any affiliate of Tenant under any other lease or agreement with Landlord or any Affiliated Owner relating to the Center which is not cured within the time permitted for cure thereunder. Failure by Tenant to comply with the same term or condition of this Lease on three occasions during any twelve month period shall cause any failure to comply with such term or condition during the succeeding twelve month period, at Landlord's option, to constitute an incurable Default. The notice and cure periods provided herein are in lieu of, and not in addition to, any notice and cure periods provided by Law; provided, Landlord may at any time and from time to time elect to comply with such notice and cure periods as may be provided by Law in lieu of the notice and cure periods provided herein. 22.2 Remedies. If a Default occurs, Landlord shall have the rights and remedies hereinafter set forth to the extent permitted by Law, which shall be distinct, separate and cumulative with This submittal needs to be. schebu Led bra public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade decIslon-making body will review the Information at the public hearing to render a recommendation or a final decision. 32 and in addition to any other right or remedy allowed under any Law or other provisions Lease: (1) Landlord may terminate this Lease and Tenant's right of possession, and reent and repossess the Premises by detainer suit, summary proceedings or other lawful means (but unless Landlord shall have expressly terminated this Lease in writing, any such action shall be deemed a termination of Tenant's right to possession only). In such event, Landlord may recover from Tenant (a) any unpaid Rent as of the termination date, (b) the amount by which: (i) any unpaid Rent which would have accrued after the termination date during the balance of the Term exceeds (ii) the reasonable rental value of the Premises under a lease substantially similar to this Lease for the balance of the Term, taking into account among other things, the condition of the Premises, market conditions and the period of time the Premises may reasonably remain vacant before Landlord is able to re -lease the same to a suitable replacement tenant, and Costs of Reletting (as defined in Section 22.9 below) that Landlord may incur in order to enter such replacement lease, and (c) any other amounts necessary to compensate Landlord for all actual damages proximately caused by Tenant's failure to perform its obligations under this Lease. For purposes of computing the amount of Rent herein that would have accrued after the termination date, Tenant's obligation for Percentage Rent shall be projected based on Tenant's average annual Gross Sales for the 36 months (or lesser period, if 36 months of the Term have not expired) preceding Tenant's Default, and Tenant's obligations for Taxes and OC Charges shall be projected, based upon the average rate of increase, if any, in such items from the Commencement Date through the termination date. The amounts computed in accordance with the foregoing subclauses (a) and (b) shall both be discounted in accordance with accepted financial practice at the rate of four percent (4%) per annum to the then present value. (2) Landlord may, without terminating this Lease, terminate Tenant's right of possession, and reenter and repossess the Premises by detainer suit, summary proceedings or other lawful means (and unless Landlord shall have expressly terminated this Lease in writing, any such action shall be deemed a termination of Tenant's right of possession only). In such event, Landlord may (a) recover from Tenant any unpaid Rent as of the date possession is terminated, (b) accelerate and declare that all Rent reserved for the remainder of the Term shall be immediately due and payable, in accordance with Section 22.5 below, (c) recover from Tenant any unpaid Rent which accrues during the Term from the date possession is terminated, less any consideration received from replacement tenants as further described and applied pursuant to Section 22.9 below, and (d) recover from Tenant any other amounts necessary to compensate Landlord for all actual and direct damages proximately caused by Tenant's failure to perform its obligations under this Lease, including without limitation, all Costs of Reletting (as defined in Section 22.9). Tenant shall pay any such amounts to Landlord as the same accrue or after the same have accrued from time to time upon demand. At any time after terminating Tenant's right to possession as provided herein, Landlord may terminate this Lease as provided in clause (1) above by written notice to Tenant, and Landlord may pursue such other remedies as may be available to Landlord under this Lease or applicable Law. 22.3 Mitigation of Damages. If Landlord terminates this Lease or Tenant's right to possession, Landlord shall use reasonable efforts to relet the Premises or to mitigate Landlord's damages, provided, however, that (a) Landlord shall be required only to use reasonable efforts to mitigate, which shall not exceed such efforts as Landlord generally uses to lease other space in the Building and other buildings it owns in the Center, (b) Landlord will not be deemed to have failed to mitigate if Landlord leases any other portions of the Building or such other buildings before reletting all or any portion of the Premises, and (c) any failure to mitigate as described herein This submittal needs to be scheduled fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body will renew the inform alon at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 33 with respect to any period of time shall only reduce the Rent and other amounts to Landlord is entitled hereunder by the reasonable rental value of the Premises during such p taking into account the factors described in Section 22.2 above to which Landlord otherwise be entitled to as a result of a Default by Tenant. In no event shall Tenant be liable Landlord for any consequential or indirect damages suffered by Landlord as a result of any Default by, or any other act of, Tenant. In recognition that the value of the Building and the Center depend on the rental rates and terms of leases therein, Landlord's rejection of a prospective replacement tenant based on an offer of rentals below Landlord's published rates for new leases of comparable space at the Building or the Center at the time in question, or at Landlord's option, below the rates provided in this Lease, or containing terms less favorable than those contained herein, or which would require Landlord to pay any allowance for tenant improvements, or for a use or under a tradename which is not compatible with, or conflicts with, the use by any other tenant at the Center or which does not meet Landlord's standards for operation of the Center or the Building, shall not give rise to a claim by Tenant that Landlord failed to mitigate Landlord's damages. 22.4 Reletting. If this Lease or Tenant's right to possession is terminated, or Tenant vacates and abandons the Premises, Landlord may: (i) enter and secure the Premises, change the locks, install barricades, remove any improvements, fixtures or other property of Tenant therein, perform any decorating, remodeling, repairs, alterations, improvements or additions and take such other actions as Landlord shall determine in Landlord's sole discretion to prevent damage or deterioration to the Premises or prepare the same for reletting, and (ii) relet all or any portion of the Premises (separately or as part of a larger space), for any rent, use or period of time (which may extend beyond the Term hereof), and upon any other terms as Landlord shall determine in Landlord's sole discretion, directly or as Tenant's agent (if permitted or required by applicable Law). The consideration received from such reletting shall be applied pursuant to the terms of Section 22.9 hereof, and if such consideration, as so applied, is not sufficient to cover all Rent and damages to which Landlord may be entitled hereunder, Tenant shall pay any deficiency to Landlord as the same accrues or after the same has accrued from time to time upon demand, subject to the other provisions hereof. 22.5 Specific Performance; Collection of Rent and Acceleration. Landlord shall at all times have the right without prior demand or notice except as required herein or as required by applicable Law to: (i) seek any declaratory, injunctive or other equitable relief, and specifically enforce this Lease or restrain or enjoin a violation of any provision hereof, and Tenant hereby waives any right to require that Landlord post a bond in connection therewith, and (ii) sue for and collect any unpaid Rent which has accrued. Notwithstanding anything to the contrary contained in this Lease, to the extent not expressly prohibited by applicable Law, in the event of any Default by Tenant, Landlord may terminate this Lease or Tenant's right to possession and accelerate and declare that all Rent reserved for the remainder of the Term shall be immediately due and payable (in which event, Tenant's obligations for Percentage Rent, Taxes and OC Charges herein that would have accrued thereafter shall be projected in the manner described in Section 22.2(1), above); provided the Rent so accelerated shall be discounted in accordance with accepted financial practice at the rate of four percent (4%) per annum to the then present value, and Landlord shall, after receiving payment of the same from Tenant, be obligated to turn over to Tenant any actual net reletting proceeds (net of all Costs of Reletting) thereafter received during the remainder of the Term, up to the amount so received from Tenant pursuant to this provision. This submittal needs to be. schebu Led bra public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decIslon-making burly will review the Information at the public hearing to render a recommendation or a final decision. 22.6 Late Charges and Interest. If any portion of Rent is not received within ten (10) day the date such payment is due, Tenant shall pay, as additional Rent, a service charge equal greater of five percent (5%) of the amount not received when due or Two Hundred Do ($200.00), for bookkeeping, administrative and overhead expenses. If Landlord rightfully issu a Notice of Default to Tenant, Tenant shall pay Landlord an additional service charge in the amount of One Hundred Dollars ($100.00). In addition, any Rent not paid within fifteen (15) days after the date it first becomes due shall accrue interest from the due date at the Default Rate until payment is received by Landlord. Such service charges and interest payments shall not be deemed consent by Landlord to late payments, nor a waiver of Landlord's right to insist upon timely payments at any time, nor a waiver of any remedies to which Landlord is entitled as a result of the late payment of Rent. 22.7 Landlord's Cure of Tenant Defaults. If Tenant fails to perform any obligation under this Lease for five (5) days after notice thereof by Landlord (except that no notice shall be required in emergencies), Landlord shall have the right (but not the duty), to perform such obligation on behalf and for the account of Tenant. In such event, Tenant shall reimburse Landlord upon demand, as additional Rent, for all expenses incurred by Landlord in performing such obligation together with an amount equal to fifteen percent (15%) thereof for Landlord's overhead, and interest thereon at the Default Rate from the date such expenses were incurred. Landlord's performance of Tenant's obligations hereunder shall not be deemed a waiver or release of Tenant therefrom. 22.8 Bad Rent Checks. If during the Term, as it may be extended, Landlord receives any check from Tenant which is returned by Tenant's bank for insufficient or uncollected funds or otherwise, then (without limiting Landlord's other remedies), (a) Tenant shall pay to Landlord on demand a charge in the amount of $50.00, and (b) Landlord may require also that all checks thereafter be bank certified or cashier's checks. All bank service charges resulting from any bad checks shall be borne by Tenant. 22.9 Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, acceptance of keys from Tenant, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or accept a surrender of the Premises, nor shall the same operate to release the Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord or its agent to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord's right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not theretofore reduced to judgment. Landlord may pursue one or more remedies against Tenant in compliance with the provisions of this Lease and applicable Laws and need not make an election of remedies until findings of fact are made by a court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied, at Landlord's option: first, to the Costs of Reletting, second, to the payment of all costs of enforcing this Lease against Tenant or any Guarantor, third, to the payment of all interest and service charges accruing hereunder, fourth, to the payment of Rent theretofore accrued, and the residue, if any, shall be held by Landlord and applied to the payment of other obligations of Tenant to Landlord as the same become due (with any remaining residue to be retained by Landlord). "Costs of Reletting" shall mean all costs incurred by Landlord in its efforts to relet the Premises (or any portion thereof) and shall include, without limitation, all reasonable costs and expenses incurred by Landlord for any repairs, This submittal needs to be scheduled fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body will renew the information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 35 maintenance, changes, alterations and improvements to the Premises (whether to p damage or to prepare the Premises for reletting), brokerage commissions, advertising reasonable attorneys' fees, any economic incentives given to enter leases with replace tenants, and costs of collecting rent from replacement tenants. Landlord shall be under obligation to observe or perform any provision of this Lease on its part to be observed or performed which accrues after the date of any Default by Tenant. The times set forth herein for the curing of violations by Tenant are of the essence of this Lease. Tenant hereby irrevocably waives any right otherwise available under any Law to redeem or reinstate this Lease or Tenant's right to possession after this Lease or Tenant's right to possession is terminated based on a Default by Tenant. ARTICLE 23 LANDLORD'S RIGHT TO CURE If Landlord shall fail to perform any obligation under this Lease required to be performed by Landlord, Landlord shall not be deemed to be in default hereunder nor subject to claims for damages of any kind, unless such failure shall have continued for a period of thirty (30) days after written notice thereof by Tenant or such additional time as may be required due to Unavoidable Delays. If Landlord shall fail to cure within the time permitted for cure herein, Landlord shall be subject to such claims for damages and remedies as may be available to Tenant (subject to the other provisions of this Lease); provided, Tenant shall have no right of self-help to perform repairs (except as otherwise expressly provided in Section 11.4) or any other obligation of Landlord, and (except as otherwise specifically provided herein) shall have no right to withhold, set off, or abate Rent, and shall have no right to terminate this Lease. Notwithstanding anything in this Lease to the contrary, in no event shall Landlord be liable to Tenant for consequential or speculative damages (including lost profits). ARTICLE 24 INDEMNIFICATION Except to the extent arising from the intentional or negligent acts or omissions of Landlord, any Affiliated Owner, or their respective agents, contractors or employees, Tenant shall defend, indemnify and hold harmless Landlord and the Affiliated Owners, their respective agents and employees, and Landlord's Lender from and against any and all claims, demands, liabilities, damages, judgments, orders, decrees, actions, proceedings, fines, penalties, costs and expenses, including without limitation, court costs and reasonable attorneys' fees (collectively, "Claims") arising from or relating to any violation of Law, loss of life, diminution in value of the Building or the Center, damage or injury to persons, property or business occurring in, about or from the Premises, or directly or indirectly caused by or in connection with any violation of this Lease or use of the Premises, Building or Center by, or any other act or omission of, Tenant, any other occupant of the Premises, or any of their respective agents, employees, invitees or contractors. Without limiting the generality of the foregoing, Tenant specifically acknowledges that the indemnity undertaken herein shall apply to Claims in connection with or arising out of any "Work" as described in Article 7, the use or consumption of any utilities in the Premises under Article 10, any repairs or other work by or for Tenant under Article 11 and the transportation, use, storage, maintenance, generation, manufacturing, handling, disposal, release or discharge of any "Hazardous Material" as described in Article 26 (whether or not such matters shall have been theretofore approved by Landlord), except to the extent that any of the same arises from the intentional or negligent acts or omissions of Landlord, any Affiliated Owner, or their respective agents, contractors or employees. This submittal needs to be. schebu Led bra public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decIslon-making burly will review the Information at the public hearing to render a recommendation or a final decision. 36 ARTICLE 25 SAFETY AND SECURITY DEVICES, SERVICES AND PROGRAMS Neither Landlord nor any Affiliated Owner shall have any obligation to provide any safe or security devices, services or programs for Tenant, the Building or the Center, nor shall Landlord or any Affiliated Owner have any liability for failure to provide the same or for inadequacy of any measures provided. However, Landlord or any Affiliated Owners may institute or continue such safety or security devices, services and programs as they in their sole discretion deem necessary. The parties acknowledge that safety and security devices, services and programs provided by Landlord or any Affiliated Owners, if any, while intended to deter crime and enhance safety, may not in given instances prevent theft or other injurious acts or ensure safety of parties or property. The risk that any safety or security device, service or program may not be effective, or may malfunction, or be circumvented, is assumed by Tenant with respect to Tenant's property and interests, and Tenant shall obtain insurance coverage to the extent Tenant desires protection against such acts and other losses, beyond that described in Article 13. Tenant agrees to cooperate in any safety or security program developed by Landlord or any Affiliated Owners or required by Law. ARTICLE 26 HAZARDOUS MATERIALS Tenant shall not, in violation of any applicable Law, transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any "Hazardous Material" (as defined below) upon or about the Premises, Building or the Center, or permit Tenant's employees, agents, contractors, invitees and other occupants of the Premises to engage in such activities upon or about the Premises, Building or the Center. However, the foregoing provisions shall not prohibit the transportation to and from, and use, storage, maintenance and handling within, the Premises of substances customarily used in the business or activity expressly permitted to be undertaken in the Premises under Article 1, provided: (a) such substances shall be used and maintained only in such quantities as are reasonably necessary for such permitted use of the Premises and the ordinary course of Tenant's business therein, strictly in accordance with applicable Law, highest prevailing standards, and the manufacturers' instructions therefor, (b) such substances shall not be disposed of, released or discharged in the Building or Center in violation of applicable Law, and shall be transported to and from the Premises in compliance with all applicable Laws, and as Landlord shall reasonably require, (c) if any applicable Law or Landlord's trash removal contractor requires that any such substances be disposed of separately from ordinary trash, Tenant shall make arrangements at Tenant's expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site (subject to scheduling and approval by Landlord), (d) any remaining such substances shall be completely, properly and lawfully removed from the Center upon expiration or earlier termination of this Lease, and (e) for purposes of removal and disposal of any such substances, Tenant shall be named as the owner and generator, obtain a waste generator identification number, and execute all permit applications, manifests, waste characterization documents and any other required forms. Tenant shall promptly notify Landlord of: (i) any enforcement, cleanup or other regulatory action taken or threatened by any governmental or regulatory authority with respect to the presence of any Hazardous Material on the Premises or the migration thereof from or to other property, (ii) any demands or claims made or threatened by any party relating to any loss or injury resulting from any Hazardous Material on the Premises, (iii) any release, discharge or non -routine, improper or unlawful disposal or transportation of any Hazardous Material on or This submittal needs to be scheduled fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making bodywill renew the information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 37 from the Premises or in violation of this Article, and (iv) any matters where Tenant is requi Law to give a notice to any governmental or regulatory authority respecting any Haza Material on the Premises. Landlord shall have the right (but not the obligation) to join participate, as a party, in any legal proceedings or actions affecting the Premises initiated connection with any environmental, health or safety Law. At such times as Landlord may reasonably request, Tenant shall provide Landlord with a written list, certified to be true and complete in all material respects, identifying any Hazardous Material then used, stored, or maintained upon the Premises, the use and approximate quantity of each such material, a copy of any material safety data sheet ("MSDS") issued by the manufacturer therefor, and such other information as Landlord may reasonably require or as may be required by Law. The term "Hazardous Material" for purposes hereof shall mean any chemical, substance, material or waste or component thereof which is now or hereafter listed, defined or regulated as a hazardous or toxic chemical, substance, material or waste or component thereof by any federal, state or local governing or regulatory body having jurisdiction, or which would trigger any employee or community "right -to -know" requirements adopted by any such body, or for which any such body has adopted any requirements for the preparation or distribution of an MSDS. If any Hazardous Material is released, discharged or disposed of by Tenant or any other occupant of the Premises, or their employees, agents or contractors, on or about the Premises, Building and/or Center in violation of the foregoing provisions, Tenant shall immediately, properly and in compliance with applicable Laws clean up and remove the Hazardous Material from the Premises, Building and/or Center and any other affected property and clean or replace any affected personal property (whether or not owned by Landlord), at Tenant's expense (without limiting the other remedies of Landlord or any Affiliated Owner therefor). Such clean up and removal work shall be subject to Landlord's prior written approval (except in emergencies), and shall include, without limitation, any testing, investigation, and the preparation and implementation of any remedial action plan required by any court or governmental body having jurisdiction or reasonably required by Landlord. If Landlord, any Affiliated Owner or any Lender or governmental body arranges for any tests or studies showing that this Article has been violated, Tenant shall pay for the costs of such tests. If any Hazardous Material is released, discharged or disposed of on or about the Building and/or Center and such release, discharge or disposal is not caused by Tenant or other occupants of the Premises, or their employees, agents or contractors, such release, discharge or disposal shall be deemed casualty damage under Article 14 to the extent that the Premises are affected thereby; in such case, Landlord and Tenant shall have the obligations and rights respecting such casualty damage provided under such Article. ARTICLE 27 CAPTIONS AND SEVERABILITY The captions of the Articles and Sections of this Lease are for convenience of reference only and shall not be considered or referred to in resolving questions of interpretation. If any term or provision of this Lease or portion thereof shall be found invalid, void, illegal, or unenforceable generally or with respect to any particular party, by a court of competent jurisdiction, it shall not affect, impair or invalidate any other terms or provisions or the remaining portion thereof, or its enforceability with respect to any other party. ARTICLE 28 This submittal needs to be scnedu Led for a public hearing in accordance with omermes set forth in the City of Miami Code. The applicade decision -making body NOR renew the infomsabon at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 DEFINITIONS 28.1 "Affiliated Owner(s)" shall mean all entities other than Landlord who own properti the Center that either (i) at least 90% owned (directly or indirectly) by the same Person who o and controls Landlord, or (ii) managed or controlled by an entity described in the immediately preceding clause (i). 28.2 "Building" means the building and improvements identified in Article 1 of this Lease, including the entire tax parcel or parcels on which such building and improvements do or shall exist and all appurtenances thereto. 28.3 "Center" shall mean the Building and any other buildings or structures owned or ground leased by Landlord or any Affiliated Owner from time to time and operated in conjunction therewith (as determined by Landlord in its sole discretion), whether or not shown on Exhibit A- 1 hereto, together with the Common Areas, and all parcels or tracts of land owned or ground leased by Landlord or any Affiliated Owner from time to time on which all or any portion of the foregoing items are located and any fixtures, Systems and Equipment, furniture and other personal property owned or leased by Landlord or any Affiliated Owner located thereon or therein and used in connection therewith. "Center" shall also include, at Landlord's election from time to time, Majors and other buildings, structures and parcels or tracts of land owned by other parties which adjoin the other areas of the Center or the Common Areas. Exhibit A-1 is provided for informational purposes only, and shall not be deemed to be a warranty, representation, or agreement by Landlord that the Center, Building, buildings, or any stores will be as indicated on Exhibit A-1. Landlord and the Affiliated Owners reserve the right to commence operation of the Center in phases, and therefore nothing herein shall be deemed to be a warranty, representation or agreement by Landlord that all parcels on Exhibit A-1 are or shall be part of the Center at any particular time. 28.4 "Common Areas" shall have the meaning specified therefor in Article 12. 28.5 "CPI" shall mean the Consumer Price Index for All Urban Consumers, All Items (Base year 1982-1984 = 100) published by the United States Department of Labor, Bureau of Labor Statistics, All City Average. If the Bureau of Labor Statistics substantially revises the manner in which the CPI is determined, an adjustment shall be made in the revised index which would produce results equivalent, as nearly as possible, to those which would be obtained hereunder if the CPI were not so revised. If the CPI becomes unavailable to the public because publication is discontinued, or otherwise, Landlord shall substitute therefor a comparable index based upon changes in the cost of living or purchasing power of the consumer dollar published by a governmental agency, major bank, other financial institution, university or recognized financial publisher. 28.6 "Default" shall have the meaning specified therefor in Article 22. 28.7 "Default Rate" shall mean eighteen percent (18%) per annum, or the highest rate permitted by applicable Law, whichever shall be less. 28.8 "Floor Area" shall mean, with respect to the Premises and with respect to any other leasable area of the Building or Center, the number of square feet contained within the Premises or such other leasable area of the Building or Center, as the case may be, without deduction for the width of or space occupied by air conditioning units or shafts and/or by columns, sprinkler risers, roof drains, structural braces, expansion joints and/or shear walls and/or floor openings This submittal needs to be scheduled fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body will renew the information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 39 for stairwells, elevators, escalators or other facilities installed by or for any occupant (inc any previous occupant) of that area, or any other voids installed by or for any such occup previous occupant. Any mezzanine constructed by Tenant (whether prior to or after Commencement Date) or available for Tenant's exclusive use and occupancy shall be included or shall increase, as applicable, the Floor Area of the Premises (and notwithstanding anything to the contrary set forth herein, Landlord shall have the continuing right to remeasure the Floor Area of all leasable space in the Premises at any time to increase the Floor Area of the Premises by the Floor Area of such mezzanine and to increase the Rent due hereunder retroactively and prospectively, as applicable, on a prorata basis as determined by such remeasurement). Floor Area is measured (i) from the exterior surface of building walls (and extensions thereof, in the case of openings), (ii) from the exterior surface of perimeter demising partitions, (iii) from the center line of interior demising partitions or vertical neutral strips, and (iv) from any lease line. Further, the Floor Area of each of the Building and Center shall not include Common Areas, truck docks and ramps, outdoor sales areas, garden shop areas, mall offices, mezzanines that are not open to the public and enclosures used exclusively for mechanical equipment or non-structural mezzanines. 28.9 "Grand Opening Fee" shall have the meaning specified therefor in Article 9. 28.10 "Gross Sales" shall have the meaning specified therefor in Article 3. 28.11 "HVAC" shall mean heating, ventilating and air-conditioning. 28.12 "Landlord" and "Tenant" shall be applicable to one or more parties as the case may be, and the singular shall include the plural, and the neuter shall include the masculine and feminine; and if there be more than one, the obligations thereof shall be joint and several. For purposes of any provisions indemnifying or limiting the liability of Landlord, the term "Landlord" shall include Landlord's present and future partners, beneficiaries, trustees, officers, directors, employees, shareholders, principals, Lenders, agents, affiliates, successors and assigns. 28.13 "Landlord's Work" shall have the meaning specified therefor in Article 6. 28.14 "Law" or "Laws" shall mean all federal, state, county and local governmental and municipal laws, statutes, ordinances, rules, regulations, codes, decrees, orders and other such requirements, applicable equitable remedies and decisions by courts in cases where such decisions are binding precedents in the state of Florida, and decisions of federal courts applying the Laws of such state, at the time in question. 28.15 "Lease Year" shall mean each consecutive twelve month period commencing on the Commencement Date, and each anniversary thereof, provided the Commencement Date occurs on the first (19 day of a month. If the Commencement Date occurs on a day other than the first (19 day of the month, then the first (1st) Lease Year shall begin on the first (15i) day of the month immediately following the Commencement Date, but shall include that portion of the calendar month in which the Commencement Date occurs from the Commencement Date until the last day of the calendar month in which the Commencement Date occurs. A "Partial Lease Year" shall mean any period of less than twelve (12) full calendar months. Landlord reserves the right to change the "Lease Year" to each calendar year or portion thereof during the Term. 28.16 "Lender" shall mean the holder of any Mortgage at the time in question, and where such Mortgage is a ground lease, such term shall refer to the ground lessor. This submittal needs to be scheduled fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body NOR renew the information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 40 28.17 "Major" shall mean any store of any type in excess of 15,000 square feet of Floor A the Center, whether in buildings or on parcels owned by Landlord or other parties. 28.18 "Mortgage" shall mean all mortgages, deeds of trust, ground leases and other such encumbrances now or hereafter placed upon the Building, the Center or any part thereof, or any interest therein, and all renewals, modifications, consolidations, replacements or extensions thereof, and all indebtedness now or hereafter secured thereby and all interest thereon. 28.19 "OC Charge" shall have the meaning specified therefor in Article 5. 28.20 "Person" shall include individuals, partnerships, firms, associations, corporations, limited liability companies and other forms of business entities. 28.21 "Promotion Fund" shall have the meaning specified therefor in Article 9. 28.22 "Rent" shall have the meaning specified therefor in Article 4. 28.23 "Required Hours" shall have the meaning specified therefor in Article 8. 28.24 "Systems and Equipment" shall mean any plant, machinery, transformers, ducts, cables, wires, and other equipment, facilities, and systems designed to supply light, heat, ventilation, air conditioning and humidity or any other services or utilities, or comprising or serving as any component or portion of any electrical, gas, steam, plumbing, water, sewer, sprinkler, communications, alarm, security, or fire/life/safety systems or equipment, or any other mechanical, electrical, electronic, computer or other systems or equipment for the Building or the Center, except to the extent that any of the same serves any tenant exclusively or is subject to shared tenant use as described in Article 11. 28.25 "Taxes" shall mean all federal, state, county or local governmental, special district, improvement district, municipal or other political subdivision taxes, fees, levies, assessments, charges or other impositions of every kind and nature, whether foreseen or unforeseen, general, special, ordinary or extraordinary (unless required to be paid by Tenant under Article 4), respecting the Building and the Building's allocated share of offsite parking facilities owned by Landlord ("Parking Facilities"). Taxes shall include, without limitation, real estate and other ad valorem taxes, general and special assessments, interest on any special assessments paid in installments, transit taxes, water and sewer rents, taxes based upon the receipt of rent including, without limitation, gross receipts taxes applicable to the receipt of rent, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, Systems and Equipment, appurtenances, furniture and other personal property used in connection with the Building and Parking Facilities which Landlord shall pay during any calendar year during the Term (without regard to any different fiscal year used by such government or municipal authority except as provided in Article 5). Notwithstanding the foregoing, Taxes shall not include excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes to the extent applicable to Landlord's general or net income (as opposed to rents, receipts or income attributable to operations at the Building or Parking Facilities). If the method of taxation of real estate prevailing to the time of execution hereof shall be, or has been altered, so as to cause the whole or any part of the taxes now, hereafter or theretofore levied, assessed or imposed on real estate to be levied, assessed or imposed on Landlord, wholly or partially, as a capital levy or otherwise, or on or measured by the This submittal needs to be. schebu Led bra public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly will review the Information at the public hearing to render a recommendation or a final decision. 41 rents received therefrom, then such new or altered taxes attributable to the Building or P Facilities, as applicable, shall be included within the term "Taxes", except that the same sha include any enhancement of said tax attributable to other income of Landlord. Tenant shall increased Taxes whether Taxes are increased as a result of increases in the assessment valuation of the property on which such Taxes are assessed(whether based on a sale, change in ownership or refinancing of the Building, Parking Facilities or otherwise), increases in tax rates, reduction or elimination of any rollbacks or other deductions available under current law, scheduled reductions of any tax abatement, elimination, invalidity or withdrawal of any tax abatement, or for any other cause whatsoever. In addition, Landlord may include in Taxes any actual, out-of-pocket expenses incurred by Landlord in attempting to protest, reduce or minimize Taxes (including without limitation, fees for attorneys, consultants, appraisers and other experts) in the calendar year such expenses are paid. 28.26 "Tenant's Proportionate Share" shall be a fraction equal to the Floor Area of the Premises set forth in Article 1 (as the same may be remeasured pursuant to Article 21) divided by the total Floor Area of the leasable space in the Building, excluding the Floor Area of any on- site management office or security office in the Building, and also excluding: (a) any portions of the Building not occupied and open for business during all or any portion of the subject year, (b) any portions of the Building leased to or used by other parties as Majors, theatres, restaurants, kiosks, storage areas, in each case, where such parties are not required to pay a full pro rata share of Taxes pursuant to a lease or other agreement with Landlord (provided, however, that any amount paid by such parties to Landlord for the purpose of Taxes shall be deducted from such Taxes prior to computing the amount payable by Tenant on account thereof), and/or (c) areas of the Building for which separate Tax bills are received and which are the sole responsibility of third parties pursuant to a lease or other agreement with Landlord. Landlord and Tenant agree that Tenant's Proportionate Share set forth in Article I shall be conclusive unless and until Landlord performs any remeasurement as referred to in Article 21. 28.27 "Tenant's Contractors" shall have the meaning specified therefor in Exhibit B. 28.28 "Tenant's Initial Work shall have the meaning specified therefor in Article 6. 28.29 "Tenant's Records" shall have the meaning specified therefor in Article 3. 28.30 "Term" shall have the meaning specified therefor in Article 2. 28.31 "Transfer" and "Transferee" shall each have the meaning specified therefor in Article 20. 28.32 "Unavoidable Delays" shall mean delays due to storms, acts of God, strikes, lockouts, labor troubles, inability to procure labor or materials or reasonable substitutes therefor, failure of power, governmental requirements, restrictions or Laws, fire or other casualty damage, war or civil disorder, acts of terrorism, or other causes beyond the reasonable control of the party delayed; provided, Unavoidable Delays hereunder shall not include delays resulting from changes in economic or market conditions, the inability to obtain financing or financial or internal problems of the parties or problems that can be satisfied by the payment of money. This submittal needs to be. schebu Led bra public hearing In accordance wiHi timelines set forth in the City of Miami Cede. The appllcade declslon-making body will review the Information at the public hearing to render a recommendation or a final decision. 42 28.33 "Work" shall have the meaning specified therefor in Article 7. ARTICLE 29 RULES Tenant shall comply with all of the rules which are set forth in Rider One attached to this Lease, as the same may be amended or supplemented hereunder (the "Rules"). Landlord shall have the right by notice to Tenant or by posting at the Center to reasonably amend such Rules and supplement the same with other reasonable Rules relating to the Center or the promotion of safety, care, cleanliness or good order therein. Nothing herein shall be construed to give Tenant or any other party any claim against Landlord arising out of the violation of such Rules by any other tenant, occupant or visitor of the Center, or out of the enforcement, modification or waiver of the Rules by Landlord in any particular instance. ARTICLE 30 NO WAIVER No provision of this Lease will be deemed waived by either party unless expressly waived in writing signed by the waiving party. No waiver shall be implied by delay or any other act or omission of either party. No waiver by either party of any provision of this Lease shall be deemed a waiver of such provision with respect to any subsequent matter relating to such provision, and Landlord's consent respecting any action by Tenant shall not constitute a waiver of the requirement for obtaining Landlord's consent respecting any subsequent action. Acceptance of Rent by Landlord shall not constitute a waiver of any breach by Tenant of any term or provision of this Lease. No acceptance of a lesser amount than the Rent herein stipulated shall be deemed a waiver of Landlord's right to receive the full amount due, nor shall any endorsement or statement on any check or payment or any letter accompanying such check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the full amount due. The acceptance of Rent or of the performance of any other term or provision from any party other than Tenant, including any Transferee, shall not constitute a waiver of Landlord's right to approve any Transfer. ARTICLE 31 ATTORNEYS' FEES, COUNTERCLAIMS, VENUE AND JURY TRIAL If Landlord or any Affiliated Owner or any of their respective members, manager, officers, directors, trustees, beneficiaries, partners, agents, affiliates or employees shall be made a party to any litigation commenced by or against Tenant and are not found to be at fault, Tenant shall pay all costs, expenses and reasonable attorneys' fees incurred by Landlord or any such party in connection with such litigation. Tenant shall also pay all costs, expenses and reasonable attorneys' fees (at trial and all appellate levels) that may be incurred by Landlord in successfully enforcing this Lease. IN THE INTEREST OF OBTAINING A SPEEDIER AND LESS COSTLY HEARING OF ANY DISPUTE, EACH OF LANDLORD AND TENANT HEREBY EXPRESSLY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER AND ANY RIGHTS TO A TRIAL BY JURY UNDER ANY STATUTE, RULE OF LAW OR PUBLIC POLICY IN CONNECTION WITH ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS LEASE, THE PREMISES, THE BUILDING OR THE CENTER. Although such jury waiver is intended to be self -operative and irrevocable, Landlord and Tenant each further agree, if requested, to confirm such waivers in writing at the time of commencement of any such action, proceeding or counterclaim. If Landlord commences any detainer suit, summary proceedings or This submittal needs to be. schebu Led bra public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly will review the Information at the public hearing to render a recommendation or a final decision. 43 other action seeking possession of the Premises, Tenant agrees not to interpose by consoli of actions, removal to chancery or otherwise, any counterclaim, claim for set-off, recoupm deduction of Rent, or other claim seeking affirmative relief of any kind (except a mandato compulsory counterclaim which Tenant would forfeit if not so interposed). Any action proceeding brought by either party against the other for any matter arising out of or in any way relating to this Lease, the Premises, the Building or the Center, shall be heard only in a court of competent jurisdiction in Miami -Dade, County, Florida. ARTICLE 32 PERSONAL PROPERTY TAXES Tenant shall pay before delinquent all taxes, assessments, license fees, charges or other governmental impositions assessed against or levied or imposed upon Tenant's business operations, Tenant's leasehold interest, or based on Tenant's use or occupancy of the Premises, or Tenant's fixtures, furnishings, equipment, leasehold improvements, inventory, merchandise, and personal property located in the Premises (whether or not title shall have vested in Landlord pursuant to any provision hereof). Whenever possible, Tenant shall cause all such items to be assessed and billed separately from the property of Landlord and other parties. If any such items shall be assessed and billed with the property of Landlord or another party, Landlord shall reasonably allocate the same or an appropriate share thereof between Tenant and such other party (and Tenant shall promptly pay the amount so allocated to Tenant). ARTICLE 33 CONVEYANCE BY LANDLORD AND LIABILITY In case Landlord or any successor owner of the Building shall convey or otherwise dispose of any portion thereof in which the Premises are located to another party (and nothing herein shall be construed to restrict or prevent such conveyance or disposition), such other party shall thereupon be and become landlord hereunder and shall be deemed to have fully assumed and be liable for all obligations of this Lease to be performed by Landlord, including the return of any Security Deposit. Tenant shall attorn to such other party, and Landlord or such successor owner shall, from and after the date of conveyance, be free of all liabilities and obligations hereunder. THE LIABILITY OF LANDLORD TO TENANT FOR ANY DEFAULT BY LANDLORD UNDER THIS LEASE OR ARISING IN CONNECTION HEREWITH OR WITH LANDLORD'S OPERATION, MANAGEMENT, LEASING, REPAIR, RENOVATION, ALTERATION, OR ANY OTHER MATTER RELATING TO THE CENTER, THE BUILDING OR THE PREMISES, SHALL BE LIMITED TO THE INTEREST OF LANDLORD IN THE BUILDING (AND RENTAL PROCEEDS THEREFROM ACCRUING FROM AND AFTER THE DATE OF ANY FINAL NONAPPEALABLE JUDGMENT HOLDING LANDLORD IN DEFAULT UNDER THIS LEASE). TENANT AGREES TO LOOK SOLELY TO LANDLORD'S INTEREST IN THE BUILDING (AND RENTAL PROCEEDS LIMITED AS AFORESAID) FOR THE RECOVERY OF ANY JUDGMENT AGAINST LANDLORD, AND LANDLORD SHALL NOT BE PERSONALLY LIABLE FOR ANY SUCH JUDGMENT OR DEFICIENCY AFTER EXECUTION THEREON. UNDER NO CIRCUMSTANCES SHALL ANY PRESENT OR FUTURE MANAGER OR MEMBER (IF LANDLORD IS A LIMITED LIABILITY COMPANY), GENERAL OR LIMITED PARTNER OF LANDLORD (IF LANDLORD IS A PARTNERSHIP), OR TRUSTEE OR BENEFICIARY (IF LANDLORD OR ANY PARTNER OF LANDLORD IS A TRUST) HAVE ANY LIABILITY FOR THE PERFORMANCE OF LANDLORD'S OBLIGATIONS UNDER THIS LEASE. This submittal needs to be. schebu Led bra public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decIslon-making burly will review the Information at the public hearing to render a recommendation or a final decision. ARTICLE 34 NOTICES Except as expressly provided to the contrary in this Lease, every notice, demand or of communication given by either party to the other with respect hereto or to the Premises, Building or Center, shall be in writing and shall not be effective for any purpose unless the same shall be served personally or by national air courier service, or United States registered or certified mail, return receipt requested, postage prepaid, addressed, if to Tenant, at the address first set forth in the Lease, and if to Landlord, at the address at which the last payment of Rent was required to be made, or such other address or addresses as Tenant or Landlord may from time to time designate by notice given as above provided. Every notice or other communication hereunder shall be deemed to have been given as of the second business day following the date of such mailing or dispatch by national air courier service (or as of any earlier date evidenced by a receipt from such national air carrier service or the United States Postal Service) or immediately if personally delivered. Notices not sent in accordance with the foregoing shall be of no force or effect until received by the foregoing parties at such addresses required herein. Notwithstanding the foregoing, Landlord shall furnish all correspondence regarding Rent to Tenant in accordance with Section 1.20 above. ARTICLE 35 REAL ESTATE BROKERS Each party to this Lease represents and warrants to the other that such party has not deal with any broker in connection with this Lease. Each party hereto agrees to indemnify, defend and hold the other harmless from and against all costs, claims, liabilities, expenses or damages of any kind whatsoever (including but not limited to attorneys' fees and costs at all tribunal levels) arising from any such brokerage claim made by anyone. ARTICLE 36 SECURITY DEPOSIT AND LANDLORD'S LIEN Tenant shall deposit with Landlord the amount set forth in Article 1 as a Security Deposit upon Tenant's execution and submission of this Lease, subject to the provisions of Section V of Exhibit B attached hereto. The Security Deposit shall serve as security for the prompt, full and faithful performance by Tenant of the terms and provisions of this Lease. If Tenant commits a Default, or owes any amount to Landlord upon the expiration of this Lease, Landlord may use or apply the whole or any part of the Security Deposit for the payment of Tenant's obligations hereunder. The rights and remedies of Landlord shall not be limited by the Security Deposit, and the use or application of the Security Deposit shall not prevent Landlord from exercising any other right or remedy available to Landlord and shall not be construed as liquidated damages. If all or any portion of the Security Deposit is released to Tenant pursuant to the provisions of Exhibit B attached hereto, Tenant shall not be obligated to restore the full amount of, or any portion of, the Security Deposit. In the event of bankruptcy or other insolvency proceeding against Tenant or Tenant's guarantor, the Security Deposit shall be deemed automatically applied to the payment of overdue Rent from the earliest time such Rent became overdue prior to the filing of such proceeding. Landlord shall not be required to keep the Security Deposit separate from Landlord's general funds or pay interest on the Security Deposit. Any remaining portion of the Security Deposit shall be returned to Tenant within sixty (60) days after Tenant has vacated the Premises in accordance with Article 16. As further security for Tenant's performance under this Lease, Tenant hereby grants Landlord a lien and security interest in all existing and after -acquired property of Tenant placed This submittal needs to be scheduled for a public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body NOR renew the infomsabon at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 45 in or relating to Tenant's business at the Premises, including but not limited to, ac receivable, insurance proceeds, good will, contracts, intangibles, fixtures, equipment, inve furnishings and personal property, and all proceeds thereof, and all rents and other consider from any Transfer. Notwithstanding the foregoing, Tenant may freely use, replace and dispo of such property (provided Tenant immediately replaces the same with similar property of comparable or better quality), and receive such rents and consideration, in the ordinary course of Tenant's business, until such time as Tenant shall commit a Default; upon such Default, Tenant's right to remove or use such property shall terminate, and all other parties shall be entitled to rely on written notification thereof given by Landlord without requiring any proof of such Default or any other matter. Landlord is authorized to file any such financing statements, and Tenant agrees to execute such additional security agreements, collateral assignment of rents and subleases, and other documents necessary to perfect a security interest, as Landlord may now or hereafter reasonably request, in recordable form. Landlord may at its election at any time file such a financing statement and execute such document as Tenant's agent and attorney - in -fact or file a copy of this Lease as such financing statement and collateral assignment. Landlord shall be entitled hereunder to all of the rights and remedies afforded a secured party under the Uniform Commercial Code or other applicable Law in addition to any landlord's lien and rights provided by applicable Law. Notwithstanding the foregoing, Landlord acknowledges that Tenant reserves the right hereafter to grant in good faith to its bona fide lenders or personalty lessor ("Lien Recipient"), liens in Tenant's Personalty but excluding any permanently affixed leasehold improvements (such as the HVAC mechanical system and "built-in" leasehold improvements which are not movable) and excluding the leasehold estate itself (collectively, "Liened Property"). Accordingly, when requested to do so by any such Lien Recipient, Landlord agrees to and shall promptly execute and deliver to such party a reasonable form of lien subordination agreement in form and substance reasonably acceptable to both such party and Landlord with respect to such Liened Property owned by Tenant which shall include a repair provision for any Liened Property which may be removed by the Lien Recipient on terms reasonably acceptable to Landlord and the Lien Recipient. Such Lien Recipient may not operate in the Premises or sell anything from the Premises or the Center. Following the date the Loan has been repaid in full as determined by Landlord, Tenant may send written notice to Landlord to release its lien and security interest in all Liened Property, and upon receipt of such notice, Landlord agrees to release its lien and security interest in all Liened Property. ARTICLE 37 MISCELLANEOUS 37.1 Each of the terms and provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators, guardians, custodians, successors and permitted assigns, subject to the provisions of Article 20 respecting Transfers. 37.2 Neither this Lease nor any memorandum of lease or short form lease shall be recorded by Tenant without Landlord's prior consent. 37.3 This Lease shall be construed in accordance with the Laws of the state and county in which the Center is located. 37.4 All obligations (including indemnity obligations) or rights of either party arising during or attributable to the period prior to expiration or earlier termination of this Lease shall survive such expiration or earlier termination, except as provided to the contrary in Article 33. This submittal needs to be. schebu Led for a public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade declslon-making body will review the Information at the public hearing to render a recommendation or a final decision. 7601144-5 46 37.5 If the Commencement Date is delayed in accordance with Article 2 for more tha year, Landlord may declare this Lease terminated by notice to Tenant, and if the Commence Date is so delayed for more than three (3) years this Lease shall thereupon be deemed terminat without further action by either party. 37.6 Landlord agrees that if Tenant timely pays the Rent and performs the terms and provisions hereunder, Tenant shall hold and enjoy the Premises during the Term, free of lawful claims by any party acting by or through Landlord, subject to all other terms and provisions of this Lease. 37.7 The parties agree that they intend hereby to create only the relationship of landlord and tenant. No provision hereof, or act of either party hereunder, shall be construed as creating the relationship of principal and agent, or as creating a partnership, joint venture or other enterprise, or render either party liable for any of the debts or obligations of the other party, except under any indemnity provisions of this Lease. 37.8 Tenant acknowledges that any site or lease plan of the Building or the Center attached as an Exhibit hereto shall not be deemed a representation, warranty or agreement by Landlord respecting the Center or any other matter shown thereon other than the approximate location of the Premises, and that Majors, Affiliated Owners and other parties unrelated to Landlord may own or control portions of the Center shown on such Exhibit. 37.9 This Lease, and any Riders and Exhibits hereto, have been mutually negotiated by Landlord and Tenant, and any ambiguities shall not be interpreted in favor of either party. Any printed provisions that have been deleted shall not be used to interpret the remaining provisions. 37.10 Radon Gas. Radon is a naturally occurring radioactive gas which, when accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. ARTICLE 38 OFFER The submission and negotiation of this Lease shall not be deemed an offer to enter the same by Landlord, but the solicitation of such an offer by Tenant. ARTICLE 39 AMERICANS WITH DISABILITIES ACT The parties acknowledge that the Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the "ADA") establish requirements for business operations, accessibility and barrier removal, and that such requirements may or may not apply to the Premises, the Building and Center depending on, among other things: (1) whether Tenant's business is deemed a "public accommodation" or "commercial facility", (2) whether such requirements are "readily achievable", and (3) whether a given alteration affects a "primary function area" or triggers "path of travel" requirements. The parties hereby agree that: (a) Tenant shall be responsible for ADA Title III compliance in the Premises, including any leasehold improvements or other work to be performed in the Premises This submittal needs to be. schebu Led bra public hearing In accordance wkh timelines set forth in the City of Miami Code. The appllcade decision -making body will review the Information at the public hearing to render a recommendation or a final decision. 7601144-5 47 under or in connection with this Lease, and (b) Landlord may perform, or require that T perform, and Tenant shall be responsible for the cost of, ADA Title III "path of tr requirements triggered by alterations in the Premises. Tenant shall be solely responsible requirements under Title I of the ADA relating to Tenant's employees. ARTICLE 40 FINANCIAL INFORMATION At Landlord's written request and within ninety (90) days following the end of each Lease Year during the Term, Tenant shall deliver to Landlord a copy, certified by an officer or manager of Tenant as being a true and correct copy in all material respects, of Tenant's most recent audited financial statement, or, if unaudited, certified by Tenant's chief financial officer as being true, complete and correct in all material respects. In the event Landlord reasonably determines following its review of Tenant's financial statements that Tenant's net worth is insufficient as determined by Landlord in its reasonable discretion and in good faith, then Tenant shall be obligated to either (i) cause a guarantor affiliated with Tenant with sufficient net worth as determined by Landlord in its sole discretion to guaranty Tenant's obligations under this Lease throughout the Term or (ii) provide a security deposit (or increase the amount of any existing security deposit hereunder, as applicable)in an amount reasonably required by Landlord based on its review of Tenant's financial statements. ARTICLE 41 ENTIRE AGREEMENT This Lease, together with the Riders and Exhibits A through F (WHICH COLLECTIVELY ARE HEREBY INCORPORATED WHERE REFERRED TO HEREIN AND MADE A PART HEREOF AS THOUGH FULLY SET FORTH HEREIN), contains all the terms and provisions between Landlord and Tenant relating to the matters set forth herein and no prior or contemporaneous agreement or understanding pertaining to the same shall be of any force or effect. Without limiting the generality of the foregoing, Tenant hereby acknowledges and agrees that Landlord's leasing and field personnel are only authorized to show the Premises and negotiate terms and conditions for leases subject to Landlord's final approval, and are not authorized to make any agreements, representations, understandings or obligations binding upon Landlord, respecting the present or future condition of the Premises, the Building or Center, suitability of the same for Tenant's business, or any other matter, and no such agreements, representations, understandings or obligations not expressly contained herein shall be of any force or effect. TENANT HAS RELIED ON TENANT'S INVESTIGATIONS AND DUE DILIGENCE IN ENTERING THIS LEASE AND NOT ON ANY REPRESENTATIONS OR WARRANTIES MADE BY LANDLORD CONCERNING THE CONDITION OR SUITABILITY OF THE PREMISES, BUILDING OR CENTER FOR ANY PARTICULAR PURPOSE, OTHER THAN AS EXPRESSLY SET FORTH IN THIS LEASE. Neither this Lease, nor any Riders or Exhibits referred to above, may be modified, except in writing signed by both parties. ARTICLE 42 ADDITIONAL PROVISIONS 42.1. Renewal Option. Provided that no Default then exists under this Lease and at all times Tenant continues in its tenancy, use and occupancy of the Premises in accordance with the provisions of this Lease, then Tenant shall have the right (the "Renewal Option") to extend the Term for an additional period (the "Renewal Term") of five (5) years commencing on the date of expiration of the initial Term, by giving irrevocable and unconditional written notice to Landlord of its election to do so (a "Renewal Notice") not later than twelve (12) months prior to expiration of This submittal needs to be scnedu Led fora public hearing In accordance with timelines set forth in the City of Miami Code. The applicade decision -making body will review the information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 7601144-5 48 the initial Term. The Renewal Term shall be subject to all the terms, covenants and conditi the Lease, except as modified by this provision and except Tenant shall have no further ri extend the Term. If Tenant does not so exercise said Renewal Option in the time and ma herein provided, time being strictly of the essence, any and all of Tenant's option rights for th Renewal Term shall irrevocably be deemed waived. Tenant's exercise of the Renewal Option shall not operate to cure any default by Tenant of any of the terms or provisions in the Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. If the Lease or Tenant's right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise the Renewal Option, or before the commencement of the Renewal Term, then immediately upon such termination, the Renewal Option shall simultaneously terminate and become null and void. If the Term of the Lease shall terminate for any reason prior to the expiration of the initial Term, then the Renewal Option shall become null and void, whether or not it has been previously exercised. Minimum Rent and Percentage Rent due and owing during the Renewal Term shall all be as provided below, together with all sales tax thereon: Minimum Rent: Period Commencement date of Renewal Term through last day of first Lease Year of Renewal Term First day of second Lease Year of Renewal Term through last day of second Lease Year of Renewal Term Rate Per Monthly Annual Square Foot Amount Amount $76.00 $78.28 First day of third Lease Year of $80.63 Renewal Term through last day of third Lease Year of Renewal Term First day of fourth Lease Year of Renewal Term through last $83.05 day of fourth Lease Year of Renewal Term First day of fifth Lease Year of Renewal Term through last day of fifth Lease Year of Renewal Term $85.54 Percentage Rent: Period Commencement date of Renewal Term through last day of first Lease Year of Renewal Term $55,134.35 $661,612.21 $56,788.45 $681,461.35 $58,492.16 $701,905.91 $60,246.94 $722,963.31 $62,054.39 $744,652.69 Amount Each Lease Year Seven percent (7%) of Gross Sales exceeding a Breakpoint of $10,000,000.00 This submittal needs to be. schebu Led for a public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade declslon-making body will review the Information at the public hearing to render a recommendation or a final decision. 7601144-5 49 First day of second Lease Year of Renewal Term through last day of second Lease Year of Renewal Term First day of third Lease Year of Renewal Term through last day of third Lease Year of Renewal Term First day of fourth Lease Year of Renewal Term through last day of fourth Lease Year of Renewal Term First day of fifth Lease Year of Renewal Term through last day of fifth Lease Year of Renewal Term Seven percent (7%) of Gross Sales exceeding a Breakpoint of $10,000,000.00 Seven percent (7%) of Gross Sales exceeding a Breakpoint of $ $10,000,000.00 Seven percent (7%) of Gross Sales exceeding a Breakpoint of $ $10,000,000.00 Seven percent (7%) of Gross Sales exceeding a Breakpoint of $ $10,000,000.00 Prorations of Breakpoints for Partial Lease Years, and prorations for Lease Years containing two different Breakpoints for different periods, shall be as described in Article 3. 42.2 Rules. Notwithstanding anything to the contrary in Rule 19 in Rider One attached hereto, in the event Landlord elects to adopt additional requirements pertaining to parking, Landlord agrees to not act in a discriminatory fashion against Tenant in the enforcement of such additional requirements pertaining to parking in relation to ninety percent (90%) of other similarly situated non -Major retail tenants in the Center with the same additional requirements pertaining to parking. Furthermore, as applied to Tenant, with respect to the first two (2) violations of the requirements of Rule 19 in any twelve (12) month period, no charge shall be payable by Tenant if such violation is cured within four (4) hours after oral or written notice of such violation is given to Tenant's store manager or other similarly authorized employee at the Premises. The release of liability in connection with removal of vehicles provided in Rule 19 shall not apply to the gross negligence or intentional misconduct of Landlord in removing vehicles. This submittal needs to be. schebu Led bra public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade declslon-making body will review the Information at the public hearing to render a recommendation or a final decision. 7601144-5 50 PUBL,c G 0 Ate 4 IN TESTIMONY WHEREOF, the parties have caused this Lease to be signed under seal by respective representatives designated below, or if either party is a corporation, it has ca these presents to be signed by its president or other officer designated below, attested b itssecretary, and its corporate seal to be affixed. WITNESS; ATTESTATION (Two witnesses for each signatory required): Witness Our Hands And Seals Lh h p1 DO LU ,L LANDLORD: Print Name: ill a41 11. 1A)(-10-1 Afc. 0tN► M Print Namef LYVA 1 - o I.( TENANT: OAK PLAZA ASSOCIATES (DEL.) LLC, a Delaware limited liability company By: MIAMI DE MANA Iiabili GROOT DESIGN a Florida lim BY: N DI ICT ASSOCIATES aware limited Manager enstein, Vice President STRICT HOSPITALITY, LLC, liability company d Grutman, i . anager of vk NOTICE This submittal needs to be scheduled for a public hearing in accordance with timelines Set forth in the City of Miami Code. The applica de decision-rna king bodywill renew the infomnaUon at the public hearing to render a recommendation or a final decis on. PZ-21-10118 11/07/23 REVIEW CO 0 7601144-5 51 RIDER ONE Rules (1) Common Areas. Tenant shall not use the Common Areas, including areas adjace to the Premises, for any purpose other than ingress and egress and any other use intended thereby, and any such use thereof shall be subject to the other provisions of this Lease, including these Rules. Without limiting the generality of the foregoing, Tenant shall not use the Common Areas to canvass, solicit business or information from, or distribute any article or material to, other tenants, occupants or invitees of the Center. Tenant shall not allow anything to remain in any passageway, sidewalk, court, corridor, stairway, entrance, exit, elevator, shipping area, or other area outside the Premises. Janitorial closets, utility closets, telephone closets, broom closets, electrical closets, storage closets, and other such closets rooms and areas shall be used only for the purposes and in the manner designated by Landlord, and may not be used by Tenant, or its contractors, agents, employees, or other parties without Landlord's prior written consent. (2) Deliveries. Tenant shall load and unload all merchandise, inventory, supplies, fixtures, equipment and furniture and cause the collection of trash only through the rear service door(s) of the Premises unless a rear service door is not provided in which event Tenant shall accept deliveries through the front entrance only during hours that the Building is not open for business to the general public. All of such loading and unloading shall be in the manner designated by Landlord, in compliance with all Laws, and always at Tenant's sole risk. Landlord may inspect items brought into the Building or Premises with respect to weight or dangerous nature or compliance with this Lease or applicable Laws. Unless the Premises is a single -tenant Building, Tenant's use of any freight elevators, loading and service areas at the Building shall be subject to scheduling by Landlord. Tenant shall not take or permit to be taken in or out of other entrances or elevators of the Building or Center, any item normally taken, or which Landlord otherwise requires to be taken, in or out through service doors or on freight elevators. Tenant shall move all inventory, supplies, furniture, equipment and other items as soon as received directly to the Premises. Any hand -carts used at the Building or Center shall have rubber wheels and side guards and no other material handling equipment may be brought upon the Building or Center except as Landlord shall approve in writing in advance. Tenant shall not permit trailers or trucks servicing the Premises to remain parked within the vicinity of the Center beyond those periods necessary to service Tenant's operations. Such trailers or trucks shall not remain parked in the Center beyond the closing hour of the Center. (3) Trash. All garbage, refuse, trash and other waste shall be kept in the kind of container, placed in the areas, and prepared for collection in the manner and at the times and places specified by Landlord, subject to Article 26 respecting Hazardous Materials. If Landlord designates a service to pick up such items, Tenant shall use the same at Tenant's cost. Landlord reserves the right to require that Tenant participate in any recycling program designated by Landlord. (4) Fire Protection. If Landlord installs or has heretofore installed a supervised fire sprinkler and/or alarm system for the protection of the Building, Tenant shall pay Tenant's Proportionate Share of the cost thereof (or such other share as Landlord may fairly and reasonably determine) to Landlord on or before the first day for each calendar month in advance. (5) Pest Control. Tenant shall use, at Tenant's cost, such pest and rodent extermination contractor as Landlord may direct and at such intervals as Landlord may reasonably require. In the alternative, from time to time, Landlord may arrange for pest control, in which case, Tenant shall pay such share as Landlord may fairly and reasonably determine to Landlord on or before the first day of each calendar month in advance. Tenant shall provide Landlord with evidence of Tenant's compliance with this provision within ten (10) days after Landlord's written request. (6) Signs and Display Windows. Tenant shall not place any sign or other thing of any kind outside the Premises (including without limitation, exterior walls and roof), or on the interior or exterior surfaces of glass panes or doors, except such single sign as Landlord shall expressly Rider One-1 This submittal needs to be scnedu Led fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body NOR renew the information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 7601144-5 approve in writing for or in connection with Tenant's storefront. Within the Premises, T shall not: (1) install any sign that advertises any product outside of the scope of Te Permitted Use, (ii) install any sign within 24 inches of any window, or (iii) install any sign th visible from outside the Premises or that is illuminated, without Landlord's prior writ approval. If Landlord approves or requires illuminated signs, Tenant shall keep the sam illuminated each day of the Term during the hours designated by Landlord from time to time. All Tenant's signs shall be professionally designed, prepared and installed and in good taste so as not to detract from the general appearance of the Premises or the Building or the Center and shall comply with the sign criteria attached hereto as Exhibit C or otherwise developed by Landlord from time to time. After the initial installation of Tenant's storefront sign as approved in writing by Landlord in accordance with these provisions, Landlord reserves the right to require from time to time that Tenant change or replace such sign in order to comply with any new sign criteria developed by Landlord, at Landlord's expense. The term "sign" in this Rule shall mean any sign, placard, picture, name, direction, lettering, insignia or trademark, advertising material, advertising display, awning or other such item, except that Tenant's storefront sign shall be an actual sign. Blinds, shades, drapes or other such items shall not be placed in or about the windows in the Premises except to the extent, if any, that the character, shape, design, color, material and make thereof is first approved by Landlord in writing. (7) Display of Merchandise. Tenant shall not place or maintain any permanent or temporary fixture or item or display any merchandise: (i) beyond the storefront, or (ii) anywhere inside the Premises within three (3) feet of any entrance to the Premises (except that for any recessed entry of the Premises, Tenant shall not so place or maintain fixtures within three (3) feet of such entrance). All displays of merchandise shall be tasteful and professional. (8) Plumbing Equipment. The toilet rooms, urinals, wash bowls, drains and sewers and other plumbing fixtures, equipment and lines shall not be misused or used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein, and Tenant shall properly install, maintain, clean, repair and replace adequate grease traps. (9) Roof; Awnings and Projections. Tenant shall not install any aerial, antennae, satellite dish or any other device on the roof, exterior walls or Common Areas of the Building or the Center. Tenant may install and have access to rooftop HVAC equipment only to the extent approved or required by Landlord from time to time in connection with Tenant's obligations under Articles 10 and 11 of this Lease. No awning or other projection shall be attached by or for Tenant to the exterior walls of the Premises or the building of which it is a part. (10) Overloading Floors. Tenant shall not overload any floor or part thereof in the Premises, Building or Center including any public corridors or elevators therein, and Landlord may direct and control the location of safes, vaults and all other heavy articles and require supplementary supports of such material and dimensions as Landlord may deem necessary to properly distribute the weight at Tenant's expense (including expenses for structural review and engineering). (11) Locks and Keys. Upon termination of the Lease or Tenant's right to possession, Tenant shall: (i) return to Landlord all keys, parking stickers or key cards, and in the event of loss of any such items shall pay Landlord therefor, and (ii) advise Landlord as to the combination of any vaults or locks that Landlord permits to remain in the Premises. (12) Unattended Premises. Before leaving the Premises unattended, Tenant shall close and securely lock all doors or other means of entry to the Premises and shut off all lights (except signs required to be illuminated hereunder), water faucets and other utilities in the Premises (except heat to the extent necessary to prevent the freezing or bursting of pipes). This provision shall not imply that Tenant may leave the Premises unattended in violation of the operating requirements set forth elsewhere in this Lease. (13) Energy Conservation. Subject to Rule (6) concerning illumination, Tenant shall not waste electricity, water, heat or air conditioning, or other utilities or services, and agrees to Rider One-2 This submittal needs to be. schebu Led bra public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decIslon-making burly will review the Information at the public hearing to render a recommendation or a final decision. 7601144-5 reasonably cooperate with Landlord and comply with any Laws to assure the most effecti energy efficient operation of the Building and the Center. (14) Food, Beverages, Game and Vending Machines. Except to the extent expre permitted under Article 1 of this Lease, Tenant shall not: (i) use the Premises for the manufactur preparation, display, sale, barter, trade, gift or service of food or beverages, including without limitation, intoxicating liquors, or (ii) install, operate or use any video, electronic or pinball game or machine, or any coin or token operated vending machine or device to provide products, merchandise, food, beverages, candy, cigarettes or other commodities or services including, but not limited to, pay telephones, pay lockers, pay toilets, scales, and amusement devices; provided, however, that Tenant may install vending machines for the sale of non-alcoholic beverages, food, and candy in an area not visible from the sale area or exterior of the Premises for the exclusive use of Tenant's employees. (15) Going -Out -Of -Business Sales and Auctions. Tenant shall not use, or permit any other party to use, the Premises for any distress, fire, bankruptcy, close-out, "lost our lease" or going -out -of -business sale or auction. Tenant shall not display any signs advertising the foregoing anywhere in or about the Premises. This prohibition shall also apply to Tenant's creditors. (16) Labor Relations. Tenant shall conduct its labor relations and relations with employees so as to avoid strikes, picketing, and boycotts of, on or about the Premises, Building, or Center. If any employees strike, or if picket lines or boycotts or other visible activities objectionable to Landlord are established, conducted or carried out against Tenant, its employees, agents, contractors, or subcontractors in or about the Premises, Building, or Center, Tenant shall immediately close the Premises and remove or cause to be removed all such employees, agents, contractors, and subcontractors until the dispute has been settled. (17) Landlord's Tradename and Trademarks. No symbol, design, or any part thereof, name, mark or insignia adopted by Landlord or any Affiliated Owner for the Building or Center or any part thereof or picture or likeness of the Building or Center shall be used by Tenant without the prior written consent of Landlord, except as provided in Article 9 of this Lease. (18) Prohibited Activities. Tenant shall not: (i) use strobe or flashing lights in or on the Premises or in any signs therefor, (ii) use, sell or distribute any leaflets, handbills, bumper stickers, other stickers or decals, balloons or other such articles in the Premises (or other areas of the Building or the Center), (iii) operate any loudspeaker, television set, phonograph, radio, CD player or other musical or sound producing instrument or device so as to be heard outside the Premises, (iv) operate any electrical or other device which interferes with or impairs radio, television, microwave, or other broadcasting or reception from or in the Building or the Center or elsewhere, (v) bring or permit any bicycle or other vehicle, or dog or other animal (other than service dogs or other service animals accompanying disabled persons), fish or bird in the Building or the Center, (vi) make or permit objectionable noise, vibration or odor to emanate from the Premises or any equipment serving the same, (vii) do or permit anything in or about the Premises that is unlawful, immoral, obscene, pornographic, or which tends to create or maintain a nuisance or do any act tending to injure the reputation of the Building or the Center, (viii) use or permit upon the Premises anything that violates the certificates of occupancy issued for the Premises, the Building or the Center, or causes a cancellation of Landlord's insurance policies or increases Landlord's insurance premiums (and Tenant shall comply with all requirements of Landlord's insurance carriers, the American Insurance Association, and any board of fire underwriters), (ix) use the Premises for any purpose, or permit upon the Premises anything, that may be dangerous to persons or property (including but not limited to flammable oils, fluids, paints, chemicals, firearms or any explosive articles or materials), nor (x) do or permit anything to be done upon the Premises in any way tending to disturb any other tenant at the Building, the Center or the occupants of neighboring property. (19) Parking. Tenant and Tenant's employees shall park their cars only in those portions of the parking area (if any) which may be designated by Landlord for Tenant and shall use such areas only for parking cars (or at Landlord's option, Landlord may require that any or all Rider One-3 This submittal needs to be scnedu Led for a public hearing in accordance with omermes set forth in the City of Miami Code. The applicade decision -making body NOR renew the information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 7601144-5 such employees park off -site). If Landlord designates areas for parking by Tenant a employees, Tenant shall furnish Landlord with a list containing the description and auto license numbers (and State of issuance) of the cars of Tenant and its employees within fiv days of any request by Landlord, and shall thereafter advise Landlord of any changes, additio or deletions to such list. Landlord reserves the right to: (i) adopt additional requirements pertaining to parking, including without limitation, imposition of reasonable charges, a parking system with charges favoring carpooling for tenants and their employees, and any other parking system by validation, metering or otherwise, (ii) assign a specific parking area or spaces to Tenant; (iii) assign specific spaces, and reserve spaces for small cars, handicapped individuals, and other tenants, customers of tenants or other parties (and Tenant and its employees and visitors shall not park in any such assigned or reserved spaces) and (iv) restrict or prohibit full size vans and other large vehicles. In case of any violation of these provisions or any applicable Laws, Landlord may: (a) refuse to permit the violator to park, and remove the vehicle owned or driven by the violator from the Building or the Center without liability whatsoever, at such violator's risk and expense and/or (b) charge Tenant such reasonable rates as Landlord may from time to time establish for such violations, which shall be at least $50.00 per day for each vehicle that is parked in violation of these Rules. These provisions shall be in addition to any other remedies available to Landlord under this Lease or otherwise. (20) Responsibility for Compliance. Tenant shall be responsible for ensuring compliance with these Rules, as they may be amended, by Tenant's employees and as applicable, by Tenant's agents, invitees, contractors, subcontractors and suppliers. Rider One-4 This submittal needs to be. schebu Led bra public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade declslon-making burly will review the Information at the public hearing to render a recommendation or a final decision. 7601144-5 • 07: Exhibit A -I Graphic Depiction of the Center 11 Exhibit A-1 CENTER LEASE EXHIBIT FIRST LEVEL SHOWN ONLY � eF4L.a:F Ya[Fa p MfDFOWN:NaaCA C onEaiORarauM IHC rgrliui This submittal needs to be schebu led for a public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade decINlon-making burly will review the Information at the public hearing to render a recommendation or a final decision. 7601144-5 Exhibit A-2 The Premises Exhibit B-1 This submittal needs to be schedu Led for a public hearing In accordancewrtm9Irn2s9etfodh in the City of Miami Cede. The appLica decIslon-rria king burly NOR review the Information at the public hearing to render a recommendation or a 1nel decision. 7601144-5 Exhibit B Construction Exhibit This Exhibit B is subject to and shall be supplemented by the Design and Construction Criteria f the Center, as the same may be revised or supplemented from time to time, and such other reasonable criteria as Landlord may furnish Tenant for the Center or the Building (all of the foregoing being collectively referred to as the "Design Criteria"), as well as by the Lease Outline Drawing provided by Landlord to Tenant ("LOD"). All terms herein that are defined in the body of the Lease to which this Exhibit is attached shall have the meanings provided for them in the body of the Lease. The term "Tenant's Work" shall mean any work performed by Tenant, whether Tenant's Initial Work or work subsequent thereto. The parties acknowledge that Landlord is in the process of designing the Building, and that the plans for Building have not yet been submitted to the permitting authorities for permitting. Accordingly certain aspects of the Premises may be subject to minor variation from those indicated in the LOD as a result of the design and permitting process. SECTION I - LANDLORD'S WORK DONE AT LANDLORD'S EXPENSE Tenant shall take the Premises in a "AS -IS" condition. Tenant's Initial Work shall be performed by Tenant at Tenant's expense, provided, and notwithstanding anything in the Lease to the contrary, Landlord shall be liable for the payment of all impact fees incurred by Tenant in performing Tenant's Initial Work. Except as may be otherwise specifically set forth in this Lease, Landlord does not warrant any information Landlord may have furnished or will furnish Tenant regarding the Premises. It shall be Tenant's responsibility to verify existing field conditions of the Premises. Tenant's failure to verify the existing conditions of the Premises shall not relieve Tenant of any expenses or responsibilities resulting from such failure, nor shall Landlord have any liability or obligations to Tenant arising from such failure. SECTION II -TENANT'S WORK DONE AT TENANT'S EXPENSE Tenant's Work shall conform to all applicable governing codes and this Exhibit, and the Design Criteria. The Design Criteria contains specific criteria for the design and performance of the Work, including the mechanical and electrical work. Tenant's Work shall include, but not be limited to, the following: Tenant shall design, construct and equip the Premises in accordance with the requirements of the Design Criteria and complete plans and specifications approved in writing by Landlord prior to commencement of such Tenant's Work. Tenant shall comply with the Design Criteria in the submission of preliminary and final construction plans to Landlord. All of the following work shall be performed by Tenant (unless otherwise expressly provided), at Tenant's expense. A. STRUCTURE: 1. FLOOR: Tenant shall be responsible for floor coverings inside the Premises, including the Design Control Zone up to the Lease Line, so that the final interior elevations match the final finished floor elevation. 2. OVERHEAD STRUCTURE: Structural modifications required by Tenant (including any approved floor and/or roof penetrations) shall be subject to Landlord's approval, and shall be performed by Tenant at Tenant's expense. Landlord may elect, but is not obligated to, have major structural modifications performed by Landlord's contractor at Tenant's expense. If provided by Landlord, the cost to Tenant shall be Landlord's cost, including labor and materials, plus ten percent (10%) for administration. 3. ROOF: No roof penetrations by Tenant shall be allowed. This submittal needs to be. schebu Led bra public hearing In accordance wiHi timelines set forth in the City of Miami Cede. The appllcade decIslon-making body will review the Information at the public hearing to render a recommendation or a final decision. 4. CLEANOUTS: Main line sanitary cleanouts and piping are installed as a nec function of the sanitary sewer system. These cleanouts do not occur in all t spaces and those spaces in which they occur shall be clearly identified. cleanouts shall be a complete installation by Landlord, and it shall be Tena responsibility to install finish floor covering material to these main line sanita cleanouts in a workmanlike manner (Tenant will be responsible for additional cleanouts needed for Tenant's engineered system). 5. FACADES: 1. The Tenant is responsible for designing, and shall provide and install its facade/storefront glazing/finish system, the (Facade Works), within the Facade Reservation Area, and the Facade Works shall be built to the Lease Line. 2. Exterior Openings (Glazed and Unglazed). All exterior openings shall be fully protected at a minimum with impact resistant coverings, impact doors and/or impact resistant window units that are listed as wind borne debris protection devices in the product approval system of the State of Florida or Miami -Dade County and meet the requirements of Miami -Dade County Notice of Acceptance (NOA) 201, 202, and 203, (Large Missile — 9 Ib.) for "Cyclic Pressure and Large Missile Impact". All systems must have either a Miami -Dade NOA or FBC Approval marked "For Use in the HVHZ". B. WALLS AND PARTITIONS: 1. Demising partition walls supplied by Landlord, whether open metal stud or block wall, shall be insulated and finished from floor to deck by Tenant, in the case of open metal stud walls, with a minimum of R-10 fiberglass batt insulation for sound attenuation or as required by code, whichever is greater, and in the case of block walls, with a minimum of R-10 paper foil insulation or as required by code for thermal insulation, whichever is greater. 2. Walls may or may not coincide with column centerlines; columns being thicker than the walls will extend into Tenant's areas. All treatments, finishes, or furring desired by Tenant shall be by Tenant. No deduction in any calculation of area is allowed for columns. 3. Interior partitions shall be constructed of noncombustible materials in accordance with all applicable sections of the code. If codes permit noncombustible wood, all materials shall bear the Underwriter's Laboratories stamp indicating material is treated and labeled. 4. The storefront area will be left open (and/or may contain a temporary infill structure) between the exterior facade piers. Tenant shall be responsible for constructing a storefront in accordance with the Design Criteria, subject to Landlord's final approval. Tenant will furnish and install all other doors necessary for the access to, exiting from, and operation of the Premises. 5. No exposed studs and/or concrete masonry units are permitted (except exposed concrete masonry units permitted in stock areas not visible to the public). 6. All painting and decorating of interior walls and ceilings. 7. Expansion joints are installed as a necessary function of the structure. These joints do not occur in all tenant spaces and those spaces in which they occur shall be clearly identified. It shall be Tenant's responsibility to design for expansion in the construction of the Premises in the event an expansion joint is located in the Premises. C. CEILINGS: This submittal needs to be schebu led bra public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade decIslon-making body will review the Information at the public hearing to render a recommendation or a final decision. 1. Tenant shall perform all interior finishes beyond the exposed structural sy including coves, soffits, drops and ceilings. Ceilings to be construct Underwriter's Laboratories approved noncombustible materials. Landlord shall require hard ceilings in all sales areas to meet minimum require fire rating. Use of drop -in tile ceiling system in back of house areas including stock room with exposed grids is permitted. 2. Certain pipes, conduits, ducts, and utilities are passing through tenant spaces and are supported by the overhead structure. These items service other tenants and building areas. 3. Combustible materials of any nature will not be permitted above finished ceilings. 4. In addition to the certain pipes, conduits, ducts, etc. covered under item No. 2 above, if there is an upper level above the Premises, lower level tenants agree and recognize that the upper level tenants will have certain plumbing lines, conduits or other related items located in the ceiling space of the lower level tenant's leased space. Lower level tenants further agree and recognize that upper level tenants have the right to install the above mentioned lines, conduits or other related items from within the lower level tenant's space. The lower level tenant shall cooperate with the upper level tenant for the installation of these items. In the event the tenants cannot agree to a reasonable solution, Landlord shall arbitrate and Landlord's judgment shall be binding and final. D. UTILITIES, FRESH AIR, EXHAUST AIR: 1. Tenant shall provide all connections to the following utilities, including payment of all fees, equipment, connections and extensions to make a complete, approved and operating system: a. Domestic water system. b. Fire protection system(s). c. Sanitary sewer system. d Gas system. e. HVAC condensed supply lines. f. Landlord's Backbone Communication System. g. Grease trap(s) and lines (if required). If Tenant's operation requires a grease trap by code, Tenant shall provide such grease trap. Such grease trap shall be located in an exterior area as directed by Landlord. Grease waste line between grease trap and building will be provided by Tenant at Tenant's expense. 2. Any expansion or alteration of fresh air ventilation shall be subject to Landlord's approval. 3. Any expansion or alteration of exhaust systems shall be subject to Landlord's approval. 4. Penetrating exterior walls for mechanical equipment will not be permitted. 5. Tenant shall install exhaust hoods over cooking or food service equipment in accordance with any and all applicable laws, codes and/or ordinances, and shall be of the up -blast type, with a minimum outlet air velocity of 2,000 FPM. Tenant shall install a vertical discharge stack, charcoal filter system, scrubbers and other odor- prevention materials required by Landlord. All fans exhausting grease vapors shall have a factory installed grease collection system specifically designed This submittal needs to be scheduled fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision -making body will review the information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 to eliminate grease discharge onto the roof, as well as a "grease guard" or grease protection device mounted on the roof. All exhaust ducts sh located a minimum of 20' from fresh air intakes. All exhaust system duct and exhaust fans used for exhausting cooking odor and grease contaminate shall be cleaned on a regular schedule by an established contractor engaged i that type of service. This cleaning will occur at intervals often enough to ensure against grease accumulation in exhaust system, thus eliminating the possibility of fires in this system. A copy of this agreement shall be delivered to Landlord. Tenant shall cause this agreement to remain in effect the full term of this Lease. 6. Utility lines may pass through the Premises to service other tenants and building areas, provided the foregoing shall not in any way affect Tenant's business or Tenant's operation and use of the Premises. E. HEATING, VENTILATING AND AIR-CONDITIONING: 1. Tenant shall design, provide and install the heating, ventilating and air- conditioning system within the Premises in accordance with all governmental codes and requirements. 2. All of Tenant's HVAC unit locations are subject to Landlord's final approval. Tenant shall plumb condensate line into designated main condensate line 3. Air Distribution System: a. The Landlord will provide the Condensed Water System Line to the Premises. The Tenant shall connect to that line and provide the complete HVAC system in the Premises. F. PLUMBING: All plumbing and fixtures. This obligation shall include installation of within the Premises of a water meter specified by Landlord, along with a remote reading device for such meter, unless such water meter and/or remote reading device is installed and/or provided by Landlord. The location of the remote reader shall be mutually approved by Landlord and Tenant pursuant to the process described in Section III. In the event Tenant's Permitted Use allows the Premises to be used as a restaurant, beauty salon or other retail purpose which may cause Tenant's water consumption to materially exceed the average water consumption by retail tenants in the Building or Center, as applicable, as determined by Landlord in its reasonable discretion, Landlord reserves the right to assess a separate water utility charge to cover such excess water usage. G. TOILET FACILITIES: In the event that the occupancy requires a toilet room, handicapped facilities shall be provided per requirements of state and local building codes and all other authorities having jurisdiction. I. ELECTRICAL PANEL: Electrical panel to serve the Premises shall be provided by Tenant. Tenant shall pull wire through the Landlord -supplied conduit from the meter room to the panel within the Premises. J. ELECTRIC EQUIPMENT: All necessary equipment, including but not limited to light fixtures, meters, wiring, disconnects, distribution panels, transformers, lamps, equipment, etc., including installation, connections and support. Lighting fixtures with exposed fluorescent tubes are not permitted in sales areas or areas accessible to the public, except as specifically permitted pursuant to the Design Criteria. K. ELECTRIC CONDUIT: All conduits for electric service in the Premises shall be by Tenant. L. LOW VOLTAGE CONDUIT: All conduits and wires for telephone service in the Premises shall be by Tenant. Tenant shall make all necessary arrangements with service providers. This submittal needs to be scnedu Led fora public hearing in accordance with omermes set forth in the City of Miami Code. The applicade decision -making body NOR renew the infomsabon at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 M. SPECIAL EQUIPMENT: Addressable Alarm systems or other protective devices; address system; fire extinguishers; conveyors; escalators; dumbwaiters; time delivery door buzzers; dry chemical fire protection systems; pilot light for he ventilating and air-conditioning equipment; etc. Satellite dishes or antennae shall be permitted. N. SIGNS: Subject to Exhibit C, hereto, signs shall be in accordance with Landlord's storefront design criteria and sign restrictions, outlined in the Design Criteria, and subject to review and approval by the appropriate jurisdictional agency for compliance with code. 0. FIXTURES: All store fixtures, cases, paneling, cornices, etc. P. FIREPROOFING: Tenant shall install fireproofing that is sufficient to meet all applicable codes and laws. Q. Tenant and/or its contractor and/or subcontractors shall obtain and pay for all permits (including, without limitation, building permits, and if applicable, MOT permits) and comply with all building codes, ordinances, ADA requirements, OSHA regulations, regulations and requirements of Fire Insurance Rating Bureau, etc. Landlord's approval of Tenant's plans and specifications does not release Tenant from this obligation. R. Tenant shall indemnify and hold harmless Landlord and all other additional insureds from and against any claims, actions or damages resulting from acts or neglect of Tenant, its agents, employees, contractor or subcontractors in the performance of Tenant's Work. S. Tenant and/or its contractors and/or subcontractors are limited to performing their work including any office or storage for construction purposes within the Premises only. Tenant and/or its contractors and/or subcontractors shall each be responsible for daily removal from the Center of all trash, rubbish and surplus materials resulting from construction, fixturing and merchandising of the Premises. Tenant shall not cause, suffer or permit trash to accumulate within or around the Premises. Should Tenant breach this obligation, Landlord shall be entitled to remove Tenant's and Tenant's contractors' trash, and to recover from Tenant a charge not to exceed Seventy -Five and 00/100 Dollars ($75.00) per man-hour or portion of man-hour. T. Tenant and its contractors and/or subcontractors are responsible for temporary utilities for their work, including payment of utility charges. Landlord may make provision for temporary electric within the Center at Landlord's discretion, and provided that sufficient capacity is available, Tenant and/or its contractors may avail themselves of this temporary service under the following conditions: 1. That service is available only during working hours designated by Landlord. 2. That termination of this service is at Landlord's sole election. 3. Service charge for temporary power is $0.05 per square foot per month, plus $1,000.00 as a one-time security deposit. If at the conclusion of construction, Tenant makes all required payments to Landlord, the security deposit amount of $1,000.00 shall be returned to Tenant. If Tenant's contractor shall have paid such deposit, then Tenant authorizes Landlord to return such deposit directly to Tenant's contractor. 4. Landlord is not responsible for interruption of said services. 5. One hook-up per premises. 6. If Landlord does not elect to provide such temporary service, Tenant must make its own arrangement for same. This submittal needs to be scheduled fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicade decision-rna king body will renew the inforn abon at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 U. Upon approval by Landlord of Tenant's final plans and specifications, Tenant shal construction to promptly commence and will use every effort to cause the Premi be completed (including the use of double shift labor if necessary) in order to ope business in accordance with the terms of this Lease. V. Before permission will be given by the Landlord for Tenant to start construction in the Premises, Tenant and/or its contractor must present to Landlord's Tenant Coordinator, one (1) complete set of plans and specifications (11" x 17" and PDF/CAD digital file), as approved by the Landlord and applicable governing authorities, including without limitations, copies of approved building permits, all in accordance with the procedure set forth in Section III below. Upon completion of construction, Tenant and/or its agent or contractor will obtain final inspection of the Premises by building authorities to obtain the necessary certificate of occupancy, and shall provide final As -Built plans or marked working drawings to the Landlord depicting the final construction condition of the Premises, (11" x $7" and PDF/CAD digital file), for Landlord's records. W. LEED: The Building may be designed to meet a certain LEED certification level, in which event Tenant may be required to meet certain minimum LEED objectives and install systems in order to protect and ensure the continued certification level of the Building. Objective and systems required to be installed by Tenant shall be included in the Design Criteria. X. Complete Fire protection system, including all branch lines, heads, etc., as required to modify the shell Fire protection system installed by Landlord in order to conform to Tenant's interior design layout system subject to Landlord's insurance rating bureau's and State Rating Bureau's approvals and subject to State and local building codes and all other authorities having jurisdiction. A completed "Sprinkler Contractor's Material and Test Certificate" must be submitted to Landlord as outlined in the Design Criteria. All sprinkler work shall be done without interrupting service to the remainder of the Center during occupied hours. Draindown and recharge of sprinkler system will be performed by Landlord. Tenant shall give Landlord three (3) days' notice of any requested draindown. Tenant shall reimburse Landlord for each draindown the amount of $750 per draindown. SECTION III. PROCEDURES AND SCHEDULES FOR THE COMPLETION OF PLANS AND SPECIFICATIONS 1. All prints, drawing information, and other materials to be furnished by Tenant as required hereinafter, shall be delivered to Landlord in care of Design District Management, Inc., 3841 NE 2nd Avenue, Suite 400, Miami, Florida, Attention Tenant Coordinator, or such different address as Landlord may designate to Tenant from time to time. Tenant's preliminary drawings and specifications are herein referred to as the ('Preliminary Drawings" and Tenant's final drawings and specifications are herein referred to as the"Working Drawings". The Preliminary Drawings and Working Drawings are sometimes referred to herein as the "Drawings." 2. Tenant shall, at its sole expense, utilize the services of an architect and engineer to prepare all Drawings. Said architect and engineer shall be registered in the state in which the Center is located. All Drawings shall be submitted to Landlord for approval in the form of one (1) full size set of Drawings, a CAD digital file and a pdf file which includes color samples of materials. Actual samples are only to be provided upon Landlord's request. Tenant shall also submit to Landlord such further information on Tenant's planned electrical and mechanical usage at the Premises as requested by Landlord (herein referred to as "Mechanical/Electrical Design Submittal Forms"). Tenant shall accurately indicate on the Plans any existing equipment or conditions that Tenant proposes to reuse. 3. Unless this Lease is a renewal or extension of a previous lease with Tenant for the same Premises, Landlord has furnished Tenant with the LOD that shows the approximate dimensions and square footage of the Premises. Also, unless Tenant is not required to perform, and is not electing to perform, any Work at the Premises, Landlord shall furnish Tenant the Design Criteria for the Center. If, pursuant to the foregoing, Tenant is supposed to receive the LOD This submittal needs to be schebu led bra public hearing In accordance wto timelines set forth in the City of Miami Cede. The appllcade decIslon-making body will review the Information at the public hearing to render a recommendation or a final decision. and/or the Design Criteria, and has not received the same by the date this Lease is fully exe Tenant shall promptly notify Landlord and Landlord shall furnish said item(s) to Tenant a as reasonably possible. Landlord does not warrant the information shown on the LOD, or o other drawings it furnishes to Tenant with respect to the Premises. 4. Tenant shall submit to Landlord the Preliminary Drawings promptly, and in no event later than eight (8) weeks after receipt of: (i) the LOD, and (ii) the Design Criteria. The Preliminary Drawings shall show a general rendering of the storefront, interior layout, signage, and any other work Tenant intends to perform. With the Preliminary Drawings Tenant shall submit a color rendering of Tenant's proposed storefront and signage, and a sample board of the materials to be used in the storefront and interior of the Premises. Landlord shall use reasonable efforts to send notification to Tenant that it approves or disapproves the Preliminary Drawings within fourteen (14) days after receipt thereof, and if Landlord fails to so notify Tenant within twenty (20) days after receipt thereof, Landlord shall have deemed to approve the Preliminary Drawings. If Landlord disapproves, Landlord shall specify the reasons for the disapproval. If Landlord disapproves, Tenant shall within fifteen (15) days after receipt of Landlord's disapproval, send Landlord revised Preliminary Drawings addressing Landlord's comments. This procedure shall be repeated until Landlord has approved the Preliminary Drawings. Landlord may give approval "as noted" in which event the changes noted by Landlord shall be deemed incorporated into the Preliminary Drawings; provided, if Tenant notifies Landlord within five (5) days thereafter that it does not accept said changes, then the Preliminary Drawings shall be deemed disapproved on account of the changes Landlord had requested. 5. Within twenty-eight (28) days after Landlord approves the Preliminary Drawings, but in no event later than two (2) weeks prior to the date of Tenant's submittal of the Working Drawings to any applicable permitting authority, Tenant shall submit the Working Drawings to Landlord. The Working Drawings shall include detailed final drawings for architectural, electrical, mechanical, sprinkler and plumbing and all other work to be performed by Tenant and shall be prepared consistent with the approved Preliminary Drawings. Landlord shall use reasonable efforts to send notification to Tenant that it approves or disapproves of the Working Drawings within fourteen (14) days after receipt thereof, and if Landlord fails to so notify Tenant within twenty (20) days after receipt thereof, Landlord shall have deemed to approve the Working Drawings. If Landlord disapproves, Landlord shall specify the reasons for the disapproval. If Landlord disapproves, Tenant shall within twenty-one (21) days after receipt of Landlord's disapproval, send Landlord revised Working Drawings addressing Landlord's comments. This procedure shall be repeated until Landlord has approved the Working Drawings. Landlord may give approval "as noted" in which event the changes noted by Landlord shall be deemed incorporated into the Working Drawings; provided, if Tenant notifies Landlord within five (5) days thereafter that it does not accept said changes, the Working Drawings shall be deemed disapproved on account of the absence of the changes Landlord had requested. 6. The approval by Landlord or Landlord's agent of any Drawings or of Tenant's Work shall not constitute an implication, representation or certification by Landlord or Landlord's agent that either said Drawings or Tenant's Work is accurate, sufficient, efficient or in compliance with insurance and indemnity requirements, or any Laws, including but not limited to any applicable codes and the Americans with Disabilities Act, the responsibility for which belongs solely to Tenant. 7. In those instances where multiple standards and requirements apply with respect to Tenant's Work, the strictest of such standards and/or requirements shall control unless prohibited by applicable Law. 8. Upon completion of Tenant's Work and before Tenant opens for business at the Premises, Tenant shall submit to Landlord written proof from Landlord's insurance underwriter that the fully installed sprinkler system was approved by such underwriter, and Tenant shall submit to Landlord and Landlord's insurance underwriter copies of all material and test certificates. This submittal needs to be scnedu Led fora public hearing in accordance with omermes set forth in the city of Miami Code. The applicade decision -making body NOR renew the information at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 SECTION IV. CONSTRUCTION 1. Tenant may not commence any Work until this Lease has been fully exec Landlord has approved Tenant's Working Drawings, all required insurance certificates have b furnished to Landlord, all building permits as well as MOT permits (if applicable) have bee obtained, and Tenant has complied with all other requirements herein and elsewhere in this Lease. Without limiting Landlord's rights under any other provision of this Lease, if Tenant is required to obtain a valid MOT permit, but fails to do so, Landlord shall have the right, but not the obligation, to procure such permit, in which event Tenant shall pay to Landlord the cost thereof plus an administrative charge of ten percent (10%) of such cost. 2. A representative of Tenant shall meet with Landlord at the Landlord's office prior to start of construction to discuss construction -related items. Tenant's representative shall contact the Landlord in advance to schedule said meeting at a mutually satisfactory time. 3. Without limitation to any provision of this Lease, prior to commencement of any Work at the Premises Tenant shall furnish Landlord the following: a. The names, addresses, representatives and telephone numbers of the general contractor and all subcontractors ("Tenant's Contractors"). b. Amount of the general contract. c. Certificates of Insurance evidencing the insurance required of Tenant and Tenant's general contractors as provided in this Lease, including this Exhibit B. d. A copy of the building permit(s) and, if applicable, the MOT permit. e. A reasonably detailed construction schedule. f. If required by Landlord, a deposit (the ''Construction Deposits') in the amount of $5,000 to cover damage to Landlord's property during Tenant's construction and payment of any charges due from Tenant. The Construction Deposit shall be returned to Tenant upon Landlord's receipt of written request therefor ("Return Request") and satisfaction of the following conditions ("Return Conditions"): (a) completion of all Tenant's Work in accordance with the approved Working Drawings, (b) payment to Landlord of any sums owed Landlord by Tenant in connection with the Work or under this Lease as of the date of the Return Request, (c) delivery to Landlord of (i) as -built Drawings in both pdf and cad digital format, (ii) a search or other evidence that all permits issued on account of the Work shall have been properly closed out and that there are no open municipal violations arising out of the Work or any act or omission by Tenant or its agents, (iii) a final affidavit and release of lien from Tenant's contractor for the Work, reflecting that all lienors having performed labor, material supplies or improvements on account of Tenant's work have been paid in full; and (iv) if Landlord so requires, evidencing there are no unsatisfied liens arising from the Work. If Tenant's contractor shall have paid the Construction Deposit, then Tenant authorizes Landlord to return such Construction Deposit directly to Tenant's contractor upon satisfaction of the Return Conditions. If Tenant commits a Default, Landlord may use or apply the whole or any part of the Construction Deposit for the payment of Tenant's obligations hereunder. 4. All Tenant's Contractors shall be bondable, licensed contractors, having good labor relations, capable of working in harmony with Landlord's general contractor and other contractors in the Center. Tenant shall coordinate Tenant's Work with other construction work at the Center, if any. Landlord specifically reserves the right to approve Tenant's Contractors, and Landlord shall not unreasonably withhold or delay its approval. If Landlord does not give This submittal needs to be. schebu Led bra public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly will review the Information at the public hearing to render a recommendation or a final decision. Tenant such approval with respect to any contractor(s) Tenant shall contract with a general contractor and/or subcontractors(s), as the case may be, for the completion of Te Work. 5. In addition to the items in paragraph 3 of this Section IV above, Landlord ma require either or both of the following: a. Proof in form satisfactory to Landlord of Tenant's financial ability to cause Tenant's Work to be completed and fully paid for prior to opening for business. b. A completion bond or an irrevocable letter of credit in Landlord's favor in the amount of the cost of Tenant's Work which Landlord may draw upon in order to pay Tenant's Contractors if Tenant fails to pay for any of its Work. 6. Tenant shall cause to be recorded a notice of commencement meeting all requirements of applicable Florida law, substantially in the form of Exhibit D to this Lease, and shall cause a certified copy of such notice of commencement to be posted at the Premises at all times. 7. Tenant's Work shall be subject to the inspection of Landlord's representative from time to time during the period in which the Work is being performed. 8. Tenant's general contractor shall maintain at the Premises during construction a complete set of approved Working Drawings bearing Landlord's approval stamp. 9. Temporary Facilities. a. If not already available in the Premises, Tenant shall provide temporary heat, air- conditioning and ventilation for the Premises during construction if Tenant desires the same. b. Tenant shall make the necessary electrical connections (as provided in Section II, Part 2, Paragraph H above) prior to beginning its Work at the Premises so that it shall have electricity during its construction period. Tenant shall pay for said electricity as billed by the electrical company or by Landlord (as Landlord reasonably determines), as is applicable. c. if Tenant requires water service during construction and Landlord is able to provide it, Landlord shall do so and bill Tenant as Landlord reasonably determines. d. Tenant shall place all trash in trash containers at a pick-up area or areas designated by Landlord. Tenant shall be responsible for breaking down boxes. Tenant shall furnish its own trash containers at its cost unless Landlord elects to furnish the containers. Tenant shall provide trash removal service at Tenant's own cost from the pick-up areas unless Landlord elects to provide the trash removal service. 10. Tenant shall not perform any work at the Premises without a temporary construction barricade in front of the entire Premises, which barricade shall be approved by Landlord and installed and maintained and kept clean by Tenant at Tenant's sole cost. Landlord may require Tenant, at Tenant's cost, to affix a graphic design specified by Landlord. If Landlord does not designate a design, Tenant's design shall be approved in advance by Landlord. No other signs shall be allowed on any barricades except those, if any, provided by Landlord. Landlord shall have the right to remove any nonpermitted signs without liability or prior notice. 11. All damage to any utility or other systems or equipment of Landlord caused by Tenant's Work will be repaired by Landlord at Tenant's expense. 12. The cost of any work permitted or required to be performed by Landlord on behalf of Tenant under this Exhibit shall become due and payable in full within thirty (30) days after Tenant has been invoiced for same by Landlord and said charges shall be deemed Rent under the Lease. This submittal needs to be schebu led bra public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decIslon-making burly will review the Information at the public hearing to render a recommendation or a final decision. 13. Upon completion of Tenant's Initial Work, Tenant shall notify the manag office of the Landlord. Upon said notification, Landlord's designated representative shall i the Premises and, if the Premises are constructed in accordance with the approved Draw said representative shall issue a Letter of Acceptance for the Premises. If Landlord believes Premises have not been constructed in accordance with the approved Drawings, Landlord sha so notify Tenant or Tenant's Contractor. Tenant shall not open prior to Landlord's issuance of a Letter of Acceptance. Tenant shall furnish Landlord as -built drawings for the completed Premises, in both CAD and pdf format as well as a copy of a certificate of occupancy or temporary certificate of occupancy for the Premises before Tenant opens for business, together with evidence that all permits issued in connection with Tenant's Initial Work have been finalized and closed out. 14. All work performed by Tenant during Tenant's Initial Work, or otherwise during the Term, shall be performed so as to cause the least possible interference with other tenants and the operation of the Center, and Landlord shall have the right to impose reasonable requirements with respect to timing and performance of the Work in order to minimize such interference. Work causing noise, odor or vibration outside the Premises shall be performed only during hours the stores at the Center are not open. Tenant shall take all precautionary steps to protect its facilities and the facilities of others affected by the Work and shall police same properly. Construction equipment and materials are to be located in confined areas and truck traffic is to be routed to and from the site as directed by Landlord so as not to burden the construction or operation of the Center. All Work shall be confined to the Premises. Tenant's Contractor shall coordinate with Landlord's on -site representative for the delivery and removal of its equipment and materials. Landlord shall have the right to order Tenant or any Tenant's contractor or subcontractor who willfully violates the above requirements to cease work and to remove its equipment and employees from the building. 15. Contractor Insurance. Tenant shall cause its general contractor and all subcontractors to maintain during the construction period the following insurance: (i) commercial general liability insurance, with limits of not less than $4 million per occurrence (the portion of such coverage over $1 million may be provided under an umbrella or excess liability policy), for personal injury, bodily injury or death, or property damage or destruction, arising out of or relating to the contractor's work at or in connection with the Premises, (ii) workers' compensation insurance with respect to each contractor's workers at the site or involved in the Work, in the amount required by statute, (iii) employer's liability insurance in the amount of at least $500,000 per accident and at least $500,000 for disease, each employee, (iv) comprehensive automobile liability insurance covering all owned, hired or non -owned vehicles, including the loading and unloading thereof, with limits of not less than $2 million per occurrence (the portion of such coverage over $1 million may be provided under an umbrella or excess liability policy), and (v) builder's risk property insurance upon the entire Work to the full replacement cost value thereof. Landlord, Landlord's managing agent, and such other parties as are designated by Landlord, shall be additional insureds under (I), (iv) and (v) above. All insurance required hereunder shall be provided by responsible insurers rated at least A and X in the then current edition of Best's Key Rating Insurance Guide and shall be licensed in the State in which the Center is located. Tenant shall provide, or cause its contractors to provide, such certificates prior to any Work being performed at the Premises. Such certificates shall state that the coverage may not be changed or cancelled without at least thirty (30) days' prior written notice to Landlord. All such insurance shall provide for a waiver of subrogation by the insurance carriers. SECTION V. CONSTRUCTION LOAN Subject to all terms and conditions hereof, Landlord shall ensure that its affiliate Miami Design District Associates, LLC ("MDDA") shall make a loan to Tenant for Tenant's Initial Work at the Premises of up to FOUR MILLION Dollars ($4,000,000.00) (the "Loan") for permanent improvements in the Premises, which shall be funded as set forth in a separate agreement beyween MDDA and Tenant ("Loan Agreement"). Each amount actually disbursed by MDDA to Tenant pursuant to the terms of the Loan Agreement is called a "Disbursement" and collectively called the "Disbursements". Prior to the initial Disbursement, Tenant shall deliver to Landlord (i) a budget ("Budget") reasonably estimating the total cost of Tenant's Initial Work ("Total Cost") for This submittal needs to be scnedu Led for a public hearing In accordance with timelmes set forth in the City of Miami Code. The applicade decision -making body will review the lnfonnabon at the public hearing to render a recommendation or a final decia on. PZ-21-10118 11/07/23 Landlord's review and approval, not to be unreasonably withheld, conditioned or delayed, the Security Deposit (collectively, the "Initial Conditions"). MDDA shall not be obligated to any Disbursement following the Disbursement of the first $1,000,000 portion of the Loan u and until Tenant shall have expended at least $500,000 of Tenant's own funds for the cost Tenant's Initial Work. Without limitation to any other rights or remedies MDDA may have o account thereof, if at the time MDDA is prepared to make any Disbursement of the Loan, Tenant owes Landlord any sums under the Lease, then MDDA may, at its election, make the Disbursement but deduct therefrom the amount of any such sums owed by Tenant to Landlord under the Lease. The Loan shall be evidenced by, and repaid in accordance with the terms and conditions of that certain Promissory Note executed by Tenant, as maker, in favor of MDDA, as holder, dated as of even date herewith ("Note"). If, after expenditure of the Loan by Tenant, Tenant's Initial Work is not complete but Tenant is diligently working to effectuate such completion and in the discretion of Landlord and MDDA it is feasible that the remaining cost of Tenant's Initial Work will not exceed the Security Deposit, then Tenant may request that Landlord release to Tenant all or a portion of the Security Deposit for the purpose of completing Tenant's Initial Work within thirty (30) days after Landlord's receipt of a Draw Request therefor and satisfaction of the General Disbursement Conditions and the Final Disbursement Conditions (each as defined in the Loan Agreement), and if the remaining cost to complete Tenant's Initial Work does exceed the Security Deposit, then Tenant may still receive disbursement of the Security Deposit upon satisfaction of the General Disbursement Conditions and the Final Disbursement Conditions so long as Tenant shall deposit such excess with Landlord, in which event Landlord shall disburse such excess and the Security Deposit to Tenant on the same terms and conditions as MDDA is obligated to disburse the Loan. This submittal needs to be. schebu Led bra public hearing In accordance wiHi timelines set forth in the City of Miami Cede. The appllcade decIslon-making body will review the Information at the public hearing to render a recommendation or a final decision. Exhibit C Sign Exhibit Tenant's storefront sign shall be subject to Landlord's sign criteria and other requiremen relating to the storefront sign (the "Sign Criteria") which may be part of the overall store Design Criteria Landlord has furnished, or will furnish, to Tenant, or it may be separate therefrom. Without limitation, Tenant's storefront sign may contain only Tenant's approved trade name, and, without limitation, may not include any slogans or mottos. All references in the Lease to Exhibit C or to sign criteria shall be deemed to mean the Sign Criteria. Without limitation to anything in the Lease or the Sign Criteria, all aspects of Tenant's storefront sign are subject to Landlord's advance written approval, which shall not be unreasonably withheld of delayed. Exhibit C-1 This submittal needs to be. schebu Led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly will review the Information at the public hearing to render a recommendation or a final decision. 7601144-5 This instrument prepared by: Permit No. STATE OF FLORIDA COUNTY OF MIAMI-DADE Exhibit D SS: NOTICE OF COMMENCEMENT Tax Folio No. The undersigned hereby gives notice that improvement will be made to certain real property, and in accordance with Chapter 713, Florida Statutes, the following information is provided in this Notice of Commencement. 1. Description of property: (legal description sheet address if available): 2. General Description of improvement: 3. Owner Information or Lessee information if the Lessee contracted for the improvement a. Name and Address: b. Interest in Property: Leasehold. c. Name and address of fee simple title holder (if other than Owner): Oak Plaza Associates (Del.) LLC 3841 NE 2nd Avenue, Suite 400 Miami, FL 33137 4. Contractor Information a. Contractor's (name and address) b. Contractor's phone number: 5. Surety (if applicable, a copy of the payment bond is attached) a. Name and Address: Exhibit D-1 This submittal needs to be. schebu Led for a public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade decIslon-making burly will review the Information at the public hearing to render a recommendation or a final decision. 7601144-5 b. Phone number: c. Amount of Bond: $ 6. Lender Information a. Lender (name and address): b. Lender's phone number: 7. a. Persons within the State of Florida designated by Owner upon whom notices or other documents may be served as provided by Section 713.13(1)(a)7., Florida Statutes (name and address): b. Phone numbers of designated persons: 8. a. In addition to himself or herself, Owner designates the following to receive a copy of the Lienor's Notice as provided in Section 713.13(1)(b), Florida Statutes: Jinsert name of fee title holder), LLC, 3841 NE 2nd Avenue, Suite 400, Miami, FL 33137, Attn: Tenant Coordinator. b. Phone number of person or entity designated by Owner: 305-531-8700 9. Expiration date of notice of commencement (the expiration date may not be before completion of construction and final payment to the contractor, but will be 1 year from the date of recording of this Notice of Commencement unless a different date is specified) 10. Notice to Limit Liens. Pursuant to Section 713.10 of the Florida Statutes, the Owner named in this Notice of Commencement hereby published notice of the following: Owner is the Tenant of the Premises to which this Notice applies, and for the purpose of this Section 10 is called the "Tenant". Neither Tenant nor anyone claiming by, through or under Tenant, shall have any right to file or place any mechanic's or construction lien of any kind or nature whatsoever on the fee simple title to the property and notice is hereby given that no contractor, sub -contractor or anyone else that may furnish any material, services or labor to the property covered by this notice of commencement or otherwise ordered by Tenant at any time shall be or become entitled to any lien on the fee simple interest. A Notice to Limit Liens as provided in §713.10, FIa.Stat., was recorded by the fee title holder on in the Public Records Book . Page . of the Public Records of Miami -Dade County, Florida. WARNING TO OWNER: ANY PAYMENTS MADE BY THE OWNER AFTER THE EXPIRATION OF THE NOTICE OF COMMENCEMENT ARE CONSIDERED IMPROPER PAYMENTS UNDER CHAPTER 713, PART I, SECTION 713.13, FLORIDA STATUTES, AND CAN RESULT IN YOUR PAYING TWICE FOR IMPROVEMENTS TO YOUR PROPERTY. A NOTICE OF COMMENCEMENT MUST BE RECORDED AND POSTED ON THE JOB SITE BEFORE THE FIRST INSPECTION. IF YOU INTEND TO OBTAIN FINANCING, CONSULT WITH YOUR LENDER OR AN ATTORNEY BEFORE COMMENCING WORK OR RECORDING YOUR NOTICE OF COMMENCEMENT. Exhibit D-2 This submittal needs to be scnedu Led fora public hearing in accordance with timelines set forth in the city of Miami Code. The applicade decision -making bodywiLL renew the infomsation at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 7601144-5 Under penalty of perjury, I declare that I have read the foregoing and that the facts stat are true to the best of my knowledge and belief. Lessee: By: Its (SEAL) The foregoing instrument was acknowledged before me this _ day of , 20_ by , as of , a , on behalf of that . Personally known _ or produced identification. Type of identification produced Notary Public Print Name: State of Florida at Large Commission No. My Commission expires: (SEAL) Exhibit D-3 This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade declslon-making burly will review the Information at the public hearing to render a recommendation or a final decision. 7601144-5 Exhibit E Approximate Location of Supplemental Seating Area N.E.SVTN STREET Exhibit D-4 N.E.IST AVENUE This submittal needs to be schebu led for a public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade decIslon-making burly will review the Information at the public hearing to render a recommendation or a final decision. 7601144-5 OAK PLAZA ASSOCIATES (DEL.) LLC A,2Ai) %s , 2021 RE: GROOT DESIGN DISTRICT HOSPITALITY, LLC 90 NE 391h Street Miami, FL 33137 Folio # 01-3124-029-0130 To Whom it may concern: 3841 NE 2" M This submittal needs to be scheduled for a public hearing in accordance with timelines set forth in the City of Miami Cale. The applica Lie decision-rna king body will renew the intonnaton at the public hearing to render a recommendation or a final decision. PZ-21-10118 11/07/23 Oak Plaza Associates (Del) LLC, Landlord of the property referenced above, allows GROOT DESIGN DISTRICT HOSPITALITY, LLC (Tenant) to go forth with filing Exception Application with the City of Miami for an Alcohol Service Establishment with outdoor seating. OAK PLAZA ASSOCIATES (DEL.) LLC, a Delaware m ed liability company, by Miami Design ►f istric A . oc1 • tes Manager, LLC, a Delawa Iim' e • liabil ty company, its manager Greten. n. Vice President ,e_ The foregoing instrument was acknowledged before me by I/ physical presence or on- line notarization this /4 day of A p/ i) , 2021, by Steven Gretenstein, Vice President of Miami Design District Associ tes Manager, LLC, the Manager of OAK PLAZA ASSOCIATES (DEL.), LLC who is (1/) personally known to me OR ( ) who produced as identification. (Law) CUsitio NOTARY PUBLIC My Commission Expires: :1:% ALICIA ALONSO MY COMMISSION it GG087791 'fir EXPIRES April 18, 2021 DBPR - GROOT DESIGN DISTRICT HOSPITALITY LLC; Doing Business As: SWAN.. Licensee Details Licensee Information Name: Main Address: County: License Mailing: LicenseLocation: County: License Information License Type: Rank: License Number: Status: Licensure Date: Expires: Special Qualifications Dual Beverage and Tobacco License Quota License Over the Counter Alternate Names This submittal needs to be. schebu Led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly will review the Information at the public hearing to render a recommendation or a final decision. GROOT DESIGN DISTRICT HOSPITALITY LLC (Primary Na SWAN MIAMI (DBA Name) 1680 MERIDIAN AVENUE STE 303 MIAMI BEACH Florida 33139 DADE 90 NE 39TH STREET MIAMI FL 33137 DADE Retail Beverage 4COP BEV2300366 Temporary Certificate,Buyer 04/06/2021 Qualification Effective 04/06/2021 04/06/2021 04/06/2021 View Related License Information View License Complaint 2601 Blair Stone Road. Tallahassee FL 32399 :: Email: Customer Contact Center :: Customer Contact Center: 850.487.1395 The State of Florida is an AA/EEO employer. Coovriaht 2007-2010 State of Florida, privacy Statement Under Florida law, email addresses are public records. If you do not want your email address released in response to a public -records request, do not send electronic mail to this entity. Instead, contact the office by phone or by traditional mail. If you have any questions, please contact 850.487.1395. "Pursuant to Section 455.275(1), Florida Statutes, effective October 1, 2012, licensees https://www.myfloridalicense.com/LicenseDetail.asp?SID=&id=E8B9924105871767BF9... 4/15/2021 SMALL PLATES COLD I-IAMACHI CRUDO' coconut, lime, pickled Fresno, pepitas TUNA SASHIMI' pickled chili, cilantro CRAB AND AVOCADO lime vinaigrette BURRATA eggplant agrodolce, basil pesto, pine nut, grilled sourdough SWAN CAESAR parmesan, rosemary breadcrumb NOT CRISPY ARTICHOKES romesco, lemon This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly will review the Information at the public hearing to render a recommendation or a final decision. 24 21 LITTLE GEM SALAD pear, crispy quinoa, ricotta salata, candied walnut 17 18 17 LOBSTER AND SHRIMP SLIDERS comte, coleslaw 28 ALASKAN KING CRAB TEMPURA aioli, ponzu 26 OCTOPUS white bean puree, meyer lemon salsa verde 28 CURRIED SHRIMP black bean powder, Fresno chili, lime 26 PRIMI PASTA AND PIZZA SHORT RIB FUSILLI rosemary, parmesan 26 LOBSTER CAVATELLI tomato, garlic breadcrumb 29 BUTTERNUT SQUASH RAVIOLI brown butter, hazelnut, sage 24 PISTACHIO PIZZA taleggio, pecorino, red onion 22 SPICY SALAMI PIZZA hot honey 23 MARGHERITA PIZZA mozzarella, tomato, basil 19 'Consuming raw or undercooked meats. poultry. seafood. shellfish or eggs may increase your risk of foodborne illness An 18% service charge will be added to your check. 12042C PLATES FOP TWO L SIDES KING SALMON farro, avocado, grapefruit, watermelon radish SNAPPER ACQUA PAllA rock shrimp, chickpea, zucchini, saffron, fennel GRILLED TIGER PRAWNS citrus salad, salsa verde, lemon CAVIAR PASTA spaghetti, white wine, butter, lemon GRILLED HERITAGE CHICKEN wild rice pilaf, corn, ancho chili, tomatillo WAGYU SKIRT STEAK lOoz, black garlic mojo, cipollini onion, crispy sunchoke FRENCH ONION BURGER gruyere, caramelized onion, arugula, fries This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly will review the Information at the public hearing to render a recommendation or a final decision. 35 85 29 55 26 BRANZINO roasted tomato, asparagus, radish, crispy shallot vinaigrette 69 SHORT RIB au poivre, shishito pepper 95 CORN CORN CORN creamy polenta, brown butter, popcorn BRUSSELS SPROUTS caramel vinaigrette, crispy shallot CRISPY POTATOES pecorino, rosemary GRILLED ASPARAGUS aged parmesan, lemon 'Consuming raw or undercooked meats. poultry. seafood. shellfish or eggs may increase your risk of foodborne illness, An 18% service charge will be added to your check. 15 13 12 13 120420 SMALL PLATES COLD CHILLED KING CRAB CORN SOUP serrano, lime HAMACHI CRUDOS coconut, lime, pickled fresno, pepitas TUNA SASHIMI' pickled chili, cilantro CRAB AND AVOCADO lime vinaigrette BURRATA eggplant agrodolce, basil pesto, pine nut, grilled sourdough HOT CRISPY ARTICHOKES romesco, lemon ALASKAN KING CRAB TEMPURA aioli, ponzu OCTOPUS white bean puree, meyer lemon salsa verde CURRIED SHRIMP black bean powder, fresno chili, lime This submittal needs to be schedu Led for a public hearing In accordance wilt timelines set forth in the City of Miami Code. The appllcade decision -making bodywlll review the Information at the public hearing to render a recommendation or a final decision. 24 21 17 26 28 26 PRIM PASTA & PIZZA SHORT RIB FUSILLI rosemary, parmesan LOBSTER CAVATELLI tomato, garlic breadcrumb PISTACHIO PIZZA taleggio, pecorino, red onion SPICY SALAMI PIZZA hot honey MARGHERITA PIZZA mozzarella, tomato, basil 26 29 22 23 19 LARGE SALADS CHICKEN COBB egg, bacon, avocado, cherry tomato, corn, lemon feta vinaigrette 23 THE MUFFY'S spinach, feta, strawberry, corn, almond, champagne -poppy seed vinaigrette 16 LITTLE GEM pear, crispy quinoa, ricotta salata, candied walnut SWAN CAESAR parmesan, rosemary breadcrumb chicken +8 I shrimp +10 I salmon +12 I steak +14 14 15 'Consuming raw or undercooked meats, poultry, seafood, shellfish or eggs may increase your risk of foodborne illness. An 18% service charge will be added to your check. 120420 SANDWICHES MAIN PLATES BLACKENED FISH TACOS avocado crema, spicy pickled cabbage, cilantro LOBSTER AND SHRIMP SLIDERS comte, coleslaw, fries CHICKEN CLUB bacon, tomato, garlic aioli, housemade potato chips FRENCH ONION BURGER gruyere, caramelized onion, arugula, fries This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly will review the Information at the public hearing to render a recommendation or a final decision. 20 26 THE "WOW" spicy salami, speck, mortadella, provolone, roasted pepper, housemade potato chips 21 KING SALMON farro, avocado, grapefruit, watermelon radish 35 GRILLED TIGER PRAWNS citrus salad, salsa verde, lemon 35 BRANZINO roasted tomato, asparagus, radish, crispy shallot vinaigrette 34 GRILLED HERITAGE CHICKEN wild rice pilaf, corn, ancho chili, tomatillo 29 STEAK FRITES truffle butter, fries 34 SHORT RIB FOR TWO au poivre, shishito pepper 95 SIDES CORN CORN CORN creamy polenta, brown butter, popcorn BRUSSELS SPROUTS caramel vinaigrette, crispy shallot CRISPY POTATOES pecorino, rosemary GRILLED ASPARAGUS aged parmesan, lemon 'Consuming raw or undercooked meats. poultry. seafood. shellfish or eggs may increase your risk of foodborne illness, An 18% service charge will be added to your check. 15 13 12 13 120420 Swan Restaurant and Bar Bev 90 NE 39 Street Miami, Florida 33137 prepared for: Greenspoon Marder traffic evaluation NOTICE This submittal needs to be. schebu Led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly will review the Information at the public hearing to render a recommendation or a final decision. 7k4FTH ENGINEERING, INC. May 2021 0 pus(' v 4, of vk 7k4F7kH ENGINEERING, INC. May 18, 2021 Ms. Kimberly Rasnake-Bringuez Licensing Operations Coordinator Hospitality, Alcohol & Leisure Industry Group Brickell World Plaza, 36th Floor 600 Brickell Avenue Miami, Florida 33131 Re: Swan Restaurant & Bar Bevy (90 NE 39th Street - Miami, Florida) Traffic Engineering Evaluation Dear Ms. Rasnake-Bringuez: NOTICE This submittal needs to be scheduled for a public hearing in accordance with timelines set forth in the City of Miami Ccde. The applica de decision -making belly will renew the infomnaton at the public hearing to render a recommendation or a final decision. k ,,Ew CO- �v PZ-21-10118 11/07/23 Traf Tech Engineering, Inc. is pleased to provide you with the results of the traffic evaluation in connection with the proposed Swan Restaurant & Bar Bevy located on the west side of NE 1st Avenue just north of NE 39th Street in the City of Miami, Florida. Figure 1 illustrates the site location and the surrounding roadway system. A copy of the site plan is contained in Attachment A. For this evaluation, the following tasks were undertaken: o Trip Generation o Trip Distribution o Traffic Impacts Trip Generation The trip generation for the project was based on information contained in the Institute of Transportation Engineer's (ITE) Trip Generation Manual (10th Edition). According to the subject ITE manual, the most appropriate "land use" category for the proposed restaurant is ITE's Land Use 931 - Quality Restaurant. Table 1 summarizes the trips associated with the proposed Swan Restaurant and Bar Bevy. TABLE 1 Trip Generation Summary Swan Restaurant and Bar Bevy on NE 39th Street Land Use Intensity Number of Trips Daily AM Peak PM Peak Restaurant 204 seats 530 4 57 SOURCE: ITE Trip Generation Manual (10th Edition) 0 840o N. University Drive, Suite 309, Tamarac, FL 33322 T: 954-582-0988 F: 954-582-0989 WARICH ENGINEERING, 1 N NE 41st St PROJECT LOCATION MAP NOTICE This submittal needs to be scheduled fora public Meanng in accordance with timelines set forth in the City of Miami Code. The applicable decIsion-ma kIng body wilL renew the Info -I -maw at the public hearing to render a recommendation or a final cloc.W on PZ-21-10118 11/07/23 - - • .4= r ..1 r- 3•9 t h Sill/. F:ailip.,,,, .. :-:, -.• h ' < -.. ...I. InkIF.' ' 4791; 6 al 41 ; , ,...iiiii! .. .446,.:::•'n 3 ACItliff . I'VirCriF 1 1P .. iiiri. 41.. , .....-. . =. -.T. N ElLtrli-07§1 • FIGURE 1 Swan Restaurant and Bar Bevy Miami, Florida pus(' v 4, of vk 7k4F7kH ENGINEERING, INC. 0 Ate NOTICE This submittal needs to be scheduled for a public hearing in accordance with timelines set forth in the City of Miami Ccde. The applica de decision -making belly will renew the infomnaton at the public hearing to render a recommendation or a final decision. As indicated in Table 1, the trips anticipated to be generated by th= restaurant consist of approximately 530 daily trips, approximately fo A',o. peak hour trips and approximately 57 trips during the typical afternoon hour (38 inbound and 19 outbound). It is important to note that in order to assess impacts with a conservative approach, no deductions to account for passer-by trips was applied to this land use. PZ-21-10118 11/07/23 According to ITE's Trip Generation Manual (10th Edition), the trip generation rates for the proposed restaurant are: QUALITY RESTAURANT (ITE Land Use 931) Daily T=2.6 (X) Where T = Daily trips X = number of seats AM Peak Hour T = 0.02 (X) Where T = AM peak hour trips X = number of seats PM Peak Hour T = 0.28 (X) (67% inbound and 33% outbound) Where T = PM peak hour trips X = number of seats Trip Distribution The trip distribution and traffic assignment for the critical PM peak hour trips documented above was based on Miami -Dade County's Cardinal Distribution information for the study area. Table 2 summarizes the County's cardinal distribution data for Traffic Analysis Zone 392, which is applicable to the project site from the latest SERPM data published by Miami -Dade County. Using the trip distribution documented in Table 2, the following trip distribution was determined for the subject restaurant: O 60% to and from the north/south via N Miami Avenue O 10 to and from the north via NE 2nd Avenue O 30% to and from the north/south via Biscayne Boulevard 0 3 7k4F7FcH ENGINEERING, INC. , o PUBL./�, �v nY.tL 4, EGG f o l' '� a NOTICE This submittal needs to be scheduled for a public hearing in accordance with timelines set forth in the City of Miami Ccde. The applica de decision -making belly will renew the infomnaton at the public hearing to render a recommendation or a final decision. TABLE 2 A Project Trip Distribution TAZ #392 G I .. 11/0m- 'A* Rt VIEW Year Movement NNE ENE ESE SSE SSW WSW WNW NNW 2015 16.30% 3.80% 3.70% 14.20% 16.20% 17.60% 12.70% 15.70% 2045 15.10% 4.60% 4.00% 12.60% 20.80% 17.90% 12.30% 12.80% 2022* 16.02% 3.99% 3.77% 13.83% 17.27% 17.67% 12.61% 15.02% SOURCE: Miami Dade County. * Designates interpolated value. Figure 2 shows the project trips during the critical PM peak hour. As depicted in Figure 2, the maximum peak hour traffic impacts (34 peak hour trips) are anticipated on North Miami Avenue. The County -published Cardinal Distribution for TAZ 392 is presented in Attachment B. Traffic Impacts A review of current traffic conditions in the vicinity of the future restaurant indicates that ample roadway capacity is available near the site. Table 3 presents the current traffic conditions of the adjacent street system. TABLE 3 Current Peak Hour Traffic Conditions N Miami Avenue, NE 2nd Avenue and Biscayne Boulevard Location Existing Conditions Roadway Capacity Traffic Volume Level of Service & (Available Trips) N Miami Avenue 3,222 2,413 C (809) NE 2nd Avenue 1,246 810 D (436) Biscayne Boulevard 3,580 2,715 C (865) SOURCE: Florida Department of Transportation 3 4 NOTICE This subminaL needs to be scheduled fora public hearing in accordance with timelines set forth in the City of Miami Code. The applicable decision -making body wilL renew the info -I -maw at the public hearing to render a recommendation or a final cloc.W on PZ-21-10118 11/07/23 11 veh/hr FIGURE 2 Swan Restaurant and Bar Bevy Miami, Florida 14 veh/hr 20 veh/hr WARICH ENGINEERING, I N 6 veh/hr PROJECT TRIPS pus(' v 4, 7k4F7FcH ENGINEERING, INC. 0 Ate In summary, the proposed Swan Restaurant and Bar Bevy is pr generate approximately 530 daily trips, approximately four (4) AM p trips and approximately 57 trips during the typical afternoon peak ho inbound and 19 outbound). The most -impacted roadway segment is North Miami Avenue near the restaurant site with approximately 34 PM peak hour trips. North Miami Avenue has over 800 peak hour trips of reserved capacity and therefore, the nearby transportation network has ample capacity to absorb the traffic impacts generated by the Swan Restaurant and Bar Bevy. NOTICE This submittal needs to be scheduled for a public hearing in accordance with timelines set forth in the City of Miami Ccde. The applica de decision -making belly will renew the infomnaton at the public hearing to render a recommendation or a final decision. It has been a pleasure working with you on this project. Sin erely, TRAF TECH ENGIN auin E. Vargas, P.E Senior Transportation Engineer 4914"v,Ew PZ-21-10118 11/07/23 0 6 This submittal needs to be scheduled fora pubic hearing In accordance whh timelines set forth in the City of Miami Code. The applies Lie decision -malting body NOR resiew the information at the public hearing to render a recommended on or a final decla on. PZ-21-10118 11/07/23 ATTACHMENT A Site Plan - Swan Restaurant 2 4 EXISTING SITE INFORMATION ZONING i6.12,0 X AREA IRIS" F EXISTING BUILDING CONSTRUCTION CONT BBc.cBn.Ncc. nDn .En�iwe�aaxacme mD M . • EXISTING OCCUPANCY DRY WATT EXISTING BUILDING CONSTRUCTION OP SPR MBE Or FA ED oco PAW OT BBC iRED oo OE IT I ERBLx ES El EBS DEPICTED BY COlO CODED MEAS, NONAGE UNDER SEPAO4TE PERMIT NE 39th STREET AREAS ESTAMONT KITCHEN z 232 SF OT SEAT COUNT OCCUPANCY LOAD PATIO 117 GRABEN ENTRY LOUNGE t PRIVATE. WONG O 13 • TOTAL / A. . A y kir D Jr y rr•M`-4Pr, 7,777. 77. .lad • RTY �.i _.r■r. .ra ADA SEAT COUNT REQUIRED r,MOPE Sts saw afist gfe ■�Y..�ir.�Ei�E�i l IFU■A0 �� l dr.1■�IO iYI ti��ibe. aMNl1Ci 1" 7iruititr4' Tr:!i!1!• /�� ir.,., iN I' •ice •il nuii.. CI��l/r�V�'y i item! iti E.r� , aImo ....... .rEai��iit.I `Esaa. ari,�vE r■..■r.r.. y� n s ,�:r ,,,, rw ■l•ssu�lt■=et■1■n� s.. ■ `rwirii.,.ter iiri.,. lipi—voimmirMw.rMar u .■ r.aux r.. -v I IIIIIIIIj �I) 110 • 11,0 am.,..;:. ................ :_... .... :.:.. 11�111�1®1111 • • R 0 1) nfi I+•i.3ri'i-ni I. FLOOR PLAN - LEVEL 1 z A A A A A A A 4 A 1728 d 1— ZSS C • .,,EEy.P'• A3.00 A 0 PLANTER DETAIL GENERAL NOTES 1 eUVNESS PARAMETERS sr CM COOED AREAS 2 SIONAGE UNCiR SEPARATE PERMIT NE 39th STREET PROPER, LINE 0 I I 000 00 H , AREAS SEATCOUNT SI OCCUPANCY L ''''' 'LC 0 'T077' llEIMMIEM MC= LOUNGE 02,002E 0020C 20 T00A0E entranzsmew=11NEEIZM WM, NI TOTAL =MEM= ' MIME:MEM =CM d ia MEM En= ADA S T COUNT t =Elmo mov.ED COO COO COO g 101011 *** ssss .••• .... • .. iin••• MNAPVIIM ..... •••••11 APPRD rE) v.) op ct rtment PLAN - LEVEL 2 A PEVISIOXS iSUEVASSIONS A A A 1728 .1.1> CO CC CO Z A 83 < E <85 A3.01 This submittal needs to be scheduled fora pubic hearing In accordance whh timelines set forth in the City of Miami Code. The applies Lie decision -malting body NOR resiew the information at the public hearing to render a recommended on or a final decla on. PZ-21-10118 11/07/23 ATTACHMENT B Miami -Dade County 2015 and 2045 Cardinal Distribution This submittal needs to be scheduled fora public hearing In accordance wihi timelines set forth in the City of Miami Code. The appllce de decision -malting body will review the Information at the pubec hearing to render a recommendation or a final decid on. PZ-21-10118 11/07/23 MIAMI-DADE TRANSPORTATION PLANNING ORGANIZATION Olt fy/ r. 7j /r/��/j %/ A r:///, ///, 7/7/ SUPPORTING DOCUMENTS DIRECTIONAL TRIP DISTRIBUTION REPORT SEPTEMBER 2019 TAZ of Origin County TAZ 391 391 392 392 393 393 394 394 395 395 396 396 397 397 398 398 399 399 400 400 401 401 402 402 403 403 404 404 405 405 406 406 407 407 408 408 409 409 410 410 411 411 412 412 413 413 414 414 Regional TAZ 415 415 416 416 DIRECTIONAL TRIP DISTRI Miami -Dade 2015 Base Year Direction Trip Distribution Summary Cardinal Directions Trips / Percent 3291 i Trips 3291 Percent 3292 Trips 3292 Percent 3293 Trips 3293 Percent 3294 Trips 3294 Percent 3295 Trips 3295 Percent 3296 Trips 3296 Percent 3297 Trips 3297 Percent 3298 Trips 3298 Percent 3299 Trips 3299 Percent 330tTrips 3300 Percent 3301 Trips 3301 Percent 3302 Trips 3302 Percent 3303 Trips 3303 Percent 3304 Trips 3304 Percent 3305 Trips 3305 Percent 3306 Trips 3306 Percent 3307 Trips 3307 Percent 3308 I Trips 3308 Percent 3309 Trips 3309 Percent 3310 Trips 3310 Percent 3311 Trips 3311 Percent 3312 Trips 3312 Percent 3313 Trips 3313 Percent 3314 Trips 3314 Percent NNE 664 13.7 1,387 16.3 343 12.1 45 20.7 558 13.5 1,405 16.9 925 15.6 75 10.0 ENE 169 3.5 321 3.8 219 7.7 1 0.3 253 6.1 284 3.4 337 5.7 57 7.6 129 36 13.2 3.7 240 17.3 345 L 3315 Trips 3315 Percent 3316 Trips 3316 Percent 80 5.8 115 15.0 5.0 263 119 13.4 6.1 833 157 16.7 3.1 194 87 14.0 6.3 724 205 15.8 4.5 820 302 17.4 6- .4 510 88 20.4 3.5 433 103 22.2 5.3 660 134 18.1 3.7 174 65 16.0 6.0 42 4 19.9 1.8 295 92 18.4 5.8 533 163 14.9 4.5 147 50 17.3 5.9 404 222 15.1 8.3 1,312 509 18.2 7.0 ESE 282 5.8 311 3.7 150 5.3 16 7.6 199 4.8 444 5.3 379 6.4 68 9.1 69 7.1 67 4.8 107 4.6 71 3.6 231 4.6 19 1.4 98 2.1 210 4.5 100 4.0 96 4.9 129 3.5 51 4.7 14 6.5 81 5.1 187 5.2 41 4.9 156 5.8 361 5.0 SSE 261 5.4 1,201 14.2 518 18.3 21 9.9 662 16.0 819 9.9 938 15.8 109 14.5 166 SSW 980 20.2 1,372 16.2 398 14.0 24 11.2 680 16.4 1,580 19.0 892 15.0 148 19.7 153 17.0 15.6 203 240 14.7 17.3 381 335 16.6 14.6 327 349 16.7 17.8 319 1,182 6.4 23.7 144 252 10.4 18.2 132 1,207 2.9 26.3 649 781 13.8 16.6 263 416 10.5 16.6 120 409 6.1 20.9 286 825 7.8 22.6 145 184 13.3 16.9 26 36 12.4 16.7 260 240 16.2 15.0 519 683 14.5 19.0 89 132 10.6 15.6 418 459 15.7 17.2 1,116 1,153 15.4 16.0 WSW 1,085 22.4 1,491 17.6 475 16.7 27 12.3 651 15.7 1,497 18.0 1,027 17.3 125 16.6 186 19.0 242 17.5 439 19.1 333 17.0 892 17.9 299 21.6 946 20.6 753 16.0 435 17.3 342 17.5 570 15.6 147 13.4 31 14.5 244 15.2 611 17.0 178 21.0 350 13.1 852 11.8 This submRtal needs to be schedu Led fora public hearing In accordance whh tl melines set forth In the City of Miami Code. The applicable decIsion-ma king bodywill review the Informaton at the pubbe hearing to render e recommendat on or a final decia on. PZ-21-10118 11/07/23 13.4 1,076 1,328 8,720 12.7 15.7 395 339 2,916 13.9 11.9 25 57 216 11.8 26.3 508 633 4,274 12.3 15.3 1,035 1,244 8,614 12.5 15.0 605 831 6,114 10.2 14.0 84 86 755 11.1 11.4 126 113 978 12.9 11.6 154 I 161 11.1 11.6 296 I 282 2,359 12.9 12.3 225 i 272 2,009 11.5 13.9 681 700 5,203 13.6 14.0 156 1 235 1,386 11.3 17.0 619 653 4,714 13.5 14.2 640 1 558 4,867 13.6 11.9 358 337 14.3 13.5 242 209 1,969 12.4 10.7 515 533 3,732 1,419 2,560 14.1 14.6 178 147 1,100 16.4 13.5 29 31 213 13.8 14.3 183 208 1,638 11.4 113.0 449 441 3,641 12.5 12.3 85 126 856 10.0 14.8 256 406 2,752 9.6 15.2 752 1,173 7,736 10.4 l 16.2 20 TAZ of Origin County TAZ 391 391 Regional TAZ DIRECTIONAL TRIP DISTRI Miami -Dade 2045 Cost Feasible Plan Direction Trip Distribution Summar: Cardinal Directions Trips / Percent 3291 Trips 3291 Percent NNE 1,010 14.1 ENE 275 3.9 ESE 342 4.8 SSE 390 5.5 SSW 1,849 25.9 WSW 1,519 881 21.2 12.3 This submittal needs to be scheduled fora pu bac hearing In accordance whh tl mefines set forth In the City of Miami Code. The applicable decision-makkg body will review the information at the public hearing to renders recommendation or a final deciaon. PZ-21-10118 11/07/23 392 3292 Trips 1,729 528 459 1,442 2,383 2,052 1,406 1,464 11,803 392 393 393 3292 Percent 3293 Trips 3293 Percent 15.1 424 12.3 4.6 205 5.9 4.0 257 7.4 12.6 406 11.7 20.8 651 18.8 17.9 593 17.1 12.3 530 15.3 12.8 395 - 3,538 11.4 394 3294 Trips 51 5 26 35 60 89 48 45 358 394 3294 Percent 395 3295 Trips 395 3295 Percent 396 3296 Trips 396 3296 I Percent 397 3297 Trips 397 3297 Percent 398 3298 Trips 398 3298 Percent 399 3299 Trips 399 3299 Percent 400 3300 Trips 400 3300 Percent 401 3301 Trips 401 3301 Percent 402 3302 Trips 402 3302 Percent 14.3 1.3 7.2 9.7 16.7 24.9 787 214 324 751 1,127 985 13.8 3.8 5.7 13.2 19.8 17.3 1,446 249 394 768 2,325 1,733 15.4 i 2.7 4.2 8.2 24.8 18.5 1,114 302 449 1,022 1,459 1,285 14.9 4.0 6.0 13.6 19.5 17.1 147 27 48 129 141 140 16.8 3.2 5.5 14.8 16.2 16.1 191 42 62 139 206 222 17.0 3.7 5.6 12.4 18.3 19.7 288 149 91 214 399 298 14.9 7.7 4.7 1- 1.0 20.6 15.4 1,420 291 377 1,357 1,999 1,803 14.9 3.1 4.0 14.2 21.0 18.9 411 114 144 371 626 494 14.2 3.9 5.0 12.9 21.7 17.1 13.4 12.5 730 781 5,826 12.8 13.7 1,191 1,282 9,683 12.7 I 13.7 913 954 7,832 12.2 12.7 117 124 874 13.4 14.2 111 153 1,151 9.8 13.6 241 259 2,006 12.4 13.4 1,176 1,107 9,890 12.3 11.6 385 344 2,934 13.3 11.9 403 3303 Trips 1,038 165 239 391 1,557 1,180 894 1,003 6,693 403 3303 Percent 16.0 2.6 3.7 II 6.0 24.1 18.3 404 3304 Trips 265 70 36 I 116 391 362 404 3304 Percent 15.6 4.1 2.1 6.8 23.1 21.4 13.8 15.5 232 224 1,705 13.7 13.2 405 3305 Trips 1,087 224 141 171 1,706 1,348 673 721 6,263 405 3305 Percent 17.9 3.7 2.3 2.8 28.1 22.2 11.1 11.9 406 3306 Trips 954 231 200 751 1,228 1,039 768 651 5,956 406 3306 Percent 16.4 4.0 3.4 12.9 21.1 17.8 13.2 11.2 407 3307 Trips 1,089 199 315 719 1,309 1,028 809 731 6,338 407 3307 Percent 17.6 3.2 5.1 11.6 21.1 16.6 - 13.1 11.8 408 3308 Trips 857 168 207 I 263 1,124 938 I 611 541 4,826 408 3308 Percent 18.2 3.6 4.4 I 5.6 23.9 19.9 i 13.0 11.5 409 3309 Trips 1,255 227 254 531 1,839 1,143 942 1,004 7,419 409 3309 Percent 17.4 3.2 3.5 - 7.4 25.6 15.9 13.1 14.0 _ 410 3310 Trips 212 33 55 171 287 168 115 144 1,186 410 3310 Percent 17.9 2.8 4.6 14.4 24.2 14.2 9.7 12.1 - 411 3311 Trips 52 12 10 32 58 44 39 38 286 411 3311 Percent 18.2 4.3 3.6 11.2 20.3 15.5-1-13.7 13.2 _ 412 3312 Trips 344 82 58 186 334 256 230 222 1,755 412 3312 Percent 20.1 4.8 3.4 1- 0.8 19.5 15.0 1- 3.4 13.0 413 3313 Trips 784 213 214 744 902 756 479 476 4,631 413 3313 I Percent 17.2 4.7 4.7 16.3 19.7 16.6 -110.5 10.4 414 3314 Trips 220 89 45 161 220 219 123 138 1,233 414 3314 Percent 18.1 7.3 3.7 13.3 18.1 18.0 415 3315 Trips 589 219 177 596 716 451 415 3315 I Percent 16.8 6.3 5.1 17.0 20.5 12.9 10.1 11.4 380 369 3,594 10.9 10.6 416 3316 Trips 1,266 343 286 1,166 1,162 722 749 835 6,813 416 3316 Percent 19.4 5.3 4.4 17.9 17.8 11.1 11.5 12.8 This submittal needs to be scheduled fora pubic hearing In accordance whh timelines set forth in the City of Miami Code. The applies Lie decision -malting body NOR resiew the information at the public hearing to render a recommended on or a final decla on. PZ-21-10118 11/07/23 ATTACHMENT C Traffic Counts near Restaurant Site (Source: Florida Department of Transportation) COUNTY: STATION: DESCRIPTION: START DATE: START TIME: 87 5060 SR 5/US-1, 200' S NE 53 ST 06/11/2019 0000 TIME 1ST DIRECTION: N 2ND 3RD 4TH DIRECTION: S TOTAL 1ST 2ND 3RD 4TH COMBINED TOTAL TOTAL 0000 0100 0200 0300 0400 0500 0600 0700 0800 0900 1000 1100 1200 1300 1400 1500 1600 1700 1800 1900 2000 2100 2200 2300 189 101 67 23 32 35 55 124 181 192 178 212 292 195 249 273 364 409 325 248 232 182 181 228 170 84 54 34 28 39 78 134 161 190 212 237 245 221 264 276 339 396 366 267 214 179 214 203 125 69 62 41 26 43 80 166 206 177 186 229 233 256 262 305 370 424 336 269 189 173 182 211 113 63 44 30 33 32 91 147 184 178 171 268 247 238 257 320 394 428 258 222 171 174 167 144 597 317 227 128 119 149 304 571 732 737 747 946 1017 910 1032 1174 1467 1657 1285 1006 806 708 744 786 92 60 37 36 33 69 152 381 394 389 320 218 186 204 205 202 259 237 272 229 211 217 177 162 102 73 49 55 45 34 23 31 37 40 107 113 252 390 429 391 397 456 366 348 290 235 197 210 210 201 194 216 227 211 237 253 244 219 240 260 267 301 255 222 169 187 175 170 186 170 104 111 65 35 34 42 77 148 375 399 375 330 199 189 193 206 171 248 249 257 248 205 198 160 165 76 332 199 150 132 187 437 1169 1600 1622 1433 1044 814 790 820 814 940 971 994 1088 911 765 722 698 453 929 516 377 260 306 586 1473 2171 2354 2170 1791 1760 1807 1730 1846 2114 2438 2651 2373 1917 1571 1430 1442 1239 24-HOUR TOTALS: 18166 19085 37251 A.M. P.M. DAILY DIRECTION: N HOUR VOLUME 830 772 1700 1657 1700 1657 GENERATED BY SPS 5.0.53P PEAK VOLUME INFORMATION DIRECTION: S HOUR VOLUME 745 1646 1745 1097 745 1646 COMBINED DIRECTIONS HOUR VOLUME 815 2360 1700 2651 1700 2651 This submldal needs b he scheduled fora public bearing in accordance Yd. Omellnes set forth In the City W Miami Cole The applicable decision -making body rAg renew.e Information et the public bearing to render a rsemmendation or a final decd.. PZ-21-10118 11/07/23 COUNTY: STATION: DESCRIPTION: START DATE: START TIME: 87 5060 SR 5/US-1, 200' S NE 53 ST 06/12/2019 0000 TIME 1ST DIRECTION: N 2ND 3RD 4TH DIRECTION: S TOTAL 1ST 2ND 3RD 4TH COMBINED TOTAL TOTAL 0000 0100 0200 0300 0400 0500 0600 0700 0800 0900 1000 1100 1200 1300 1400 1500 1600 1700 1800 1900 2000 2100 2200 2300 131 90 38 30 22 36 65 125 166 218 208 219 223 231 238 276 341 396 338 272 204 205 171 206 127 66 48 29 15 30 94 140 180 237 168 228 226 241 254 270 363 448 355 261 213 192 195 245 95 49 18 20 22 37 74 161 209 218 212 236 189 248 265 330 357 416 313 235 187 187 180 214 82 43 26 17 20 46 88 167 195 208 219 248 221 253 294 365 371 416 291 217 196 177 189 160 435 248 130 96 79 149 321 593 750 881 807 931 859 973 1051 1241 1432 1676 1297 985 800 761 735 825 102 65 31 24 39 63 167 423 448 370 285 279 248 264 246 265 251 249 282 239 176 206 180 136 78 64 37 50 30 33 27 30 34 45 95 97 235 369 394 499 387 428 318 328 287 271 311 241 266 263 247 254 284 244 264 269 262 247 262 272 251 266 231 231 212 212 179 186 165 175 124 139 68 35 25 28 52 139 348 428 377 279 313 291 254 270 264 276 250 272 237 195 198 210 145 115 312 187 119 109 170 394 1119 1744 1640 1295 1156 1122 1031 1035 1038 1074 1010 1055 1036 896 798 781 665 514 747 435 249 205 249 543 1440 2337 2390 2176 1963 2053 1890 2008 2089 2315 2442 2731 2333 1881 1598 1542 1400 1339 24-HOUR TOTALS: 18055 20300 38355 A.M. P.M. DAILY DIRECTION: N HOUR VOLUME 845 868 1700 1676 1700 1676 GENERATED BY SPS 5.0.53P PEAK VOLUME INFORMATION DIRECTION: S HOUR VOLUME 715 1769 1715 1088 715 1769 COMBINED DIRECTIONS HOUR VOLUME 730 2436 1700 2731 1700 2731 This submldal needs b he scheduled fora public bearing in accordance Yd. Omellnes set forth In the City W Miami Cole The applicable decision -making body rAg renew.e Information et the public bearing to render a rsemmendation or a final decd.. PZ-21-10118 11/07/23 COUNTY: STATION: DESCRIPTION: START DATE: START TIME: 87 5060 SR 5/US-1, 200' S NE 53 ST 06/13/2019 0000 TIME 1ST DIRECTION: N 2ND 3RD 4TH DIRECTION: S TOTAL 1ST 2ND 3RD 4TH COMBINED TOTAL TOTAL 0000 0100 0200 0300 0400 0500 0600 0700 0800 0900 1000 1100 1200 1300 1400 1500 1600 1700 1800 1900 2000 2100 2200 2300 145 83 46 27 22 25 63 123 154 198 210 179 242 244 265 290 356 369 308 267 212 230 175 189 128 65 32 24 21 19 73 138 179 177 199 211 231 224 250 302 389 390 326 250 219 193 181 244 109 69 34 30 25 52 80 143 167 219 210 213 244 234 216 304 391 421 302 248 226 204 174 189 90 63 29 23 27 41 95 183 206 180 217 229 243 209 258 329 395 378 257 233 194 171 162 197 472 280 141 104 95 137 311 587 706 774 836 832 960 911 989 1225 1531 1558 1193 998 851 798 692 819 123 62 30 25 44 70 161 361 413 395 293 275 296 245 227 266 254 242 283 221 205 195 166 133 101 72 44 47 25 39 27 35 27 38 81 131 228 371 427 481 408 432 357 370 272 221 217 256 243 239 295 279 260 257 241 259 249 251 237 245 309 282 223 231 209 225 195 132 181 154 82 100 70 38 31 23 58 132 339 434 365 326 264 262 263 232 292 226 241 285 280 211 209 173 152 80 366 191 125 110 167 414 1099 1703 1618 1448 1050 1010 1041 1051 1036 992 995 1009 1154 886 848 695 653 395 838 471 266 214 262 551 1410 2290 2324 2222 1886 1842 2001 1962 2025 2217 2526 2567 2347 1884 1699 1493 1345 1214 24-HOUR TOTALS: 17800 20056 37856 A.M. P.M. DAILY DIRECTION: N HOUR VOLUME 845 800 1645 1575 1645 1575 GENERATED BY SPS 5.0.53P PEAK VOLUME INFORMATION DIRECTION: S HOUR VOLUME 715 1755 1745 1159 715 1755 COMBINED DIRECTIONS HOUR VOLUME 730 2395 1700 2567 1700 2567 This submldal needs b he scheduled fora public bearing in accordance Yd. Omellnes set forth In the City W Miami Cole The applicable decision -making body rAg renew.e Information et the public bearing to render a rsemmendation or a final decd.. PZ-21-10118 11/07/23 FLORIDA DEPARTMENT OF TRANSPORTATION TRANSPORTATION STATISTICS OFFICE 2019 HISTORICAL AADT REPORT COUNTY: 87 - MIAMI-DADE SITE: 5060 - SR 5/US-1, 200' S NE 53 ST YEAR AADT 2019 38500 C 2018 38000 C 2017 38500 C 2016 37500 C 2015 35500 C 2014 35500 C 2013 37500 C 2012 38000 C 2011 30500 C 2010 37500 C 2009 40500 C 2008 41000 C 2007 42000 C 2006 40500 C 2005 39000 C 2004 40500 C DIRECTION 1 DIRECTION 2 *K FACTOR D FACTOR T FACTOR zzzzzzzzzzzzzzzz 18500 S 20000 9.00 54.60 4.70 17500 S 20500 9.00 54.30 4.90 17500 S 21000 9.00 55.00 4.50 18500 S 19000 9.00 54.50 5.10 16500 S 19000 9.00 54.70 4.20 16500 S 19000 9.00 54.50 5.10 17500 S 20000 9.00 52.40 5.20 18000 S 20000 9.00 55.70 5.80 15000 S 15500 9.00 55.10 4.50 18500 S 19000 8.98 54.08 4.40 20500 S 20000 8.99 53.24 3.40 19500 S 21500 9.09 55.75 3.70 20000 S 22000 8.01 54.34 3.10 18500 S 22000 7.97 54.22 4.90 18000 S 21000 8.80 53.80 1.80 21000 S 19500 9.00 53.30 6.20 AADT FLAGS: C = COMPUTED; E = MANUAL ESTIMATE; F = FIRST YEAR ESTIMATE S = SECOND YEAR ESTIMATE; T = THIRD YEAR ESTIMATE; R = FOURTH YEAR ESTIMATE V = FIFTH YEAR ESTIMATE; 6 = SIXTH YEAR ESTIMATE; X = UNKNOWN *K FACTOR: STARTING WITH YEAR 2011 IS STANDARDK, PRIOR YEARS ARE K30 VALUES This submldal needs b he scheduled fora public bearing in accordance Yd. Umellnes set forth In the City W Miami Cole The applicable decision -making body rAg renese.e Information et the public bearing to render a rsemmendation or a final decd.. PZ-21-10118 11/07/23 COUNTY: STATION: DESCRIPTION: START DATE: START TIME: 87 0143 SR 5/US-1, 200' S NE 36 ST 05/07/2019 0000 TIME 1ST DIRECTION: N 2ND 3RD 4TH DIRECTION: S TOTAL 1ST 2ND 3RD 4TH COMBINED TOTAL TOTAL 0000 0100 0200 0300 0400 0500 0600 0700 0800 0900 1000 1100 1200 1300 1400 1500 1600 1700 1800 1900 2000 2100 2200 2300 140 82 63 35 46 65 177 252 269 262 272 315 277 267 325 326 347 337 325 347 307 238 274 288 137 83 50 39 54 87 166 286 289 275 278 287 275 319 282 299 355 358 378 280 281 236 298 209 116 76 55 34 57 109 214 308 274 268 271 301 282 336 248 328 380 388 338 328 284 248 297 191 102 83 43 46 57 104 223 315 279 288 294 330 324 289 372 367 379 378 306 332 252 239 267 185 495 324 211 154 214 365 780 1161 1111 1093 1115 1233 1158 1211 1227 1320 1461 1461 1347 1287 1124 961 1136 873 112 96 44 36 34 67 169 351 390 386 336 337 302 286 287 292 290 304 321 292 255 228 182 151 86 106 63 52 54 36 30 38 46 53 105 159 209 275 368 439 379 398 376 335 320 316 313 314 322 327 321 305 311 292 273 292 291 296 338 301 298 306 286 245 242 266 231 190 224 188 150 130 74 60 37 40 63 122 309 401 402 361 326 289 317 305 310 256 254 306 300 246 239 207 173 109 378 271 171 144 196 453 962 1559 1569 1458 1298 1253 1268 1217 1200 1113 1131 1249 1225 1069 1002 856 767 540 873 595 382 298 410 818 1742 2720 2680 2551 2413 2486 2426 2428 2427 2433 2592 2710 2572 2356 2126 1817 1903 1413 24-HOUR TOTALS: 22822 22349 45171 A.M. P.M. DAILY DIRECTION: N HOUR VOLUME 730 1181 1730 1469 1730 1469 TRUCK PERCENTAGE 2.76 PEAK VOLUME INFORMATION DIRECTION: S HOUR VOLUME 730 1609 1200 1268 730 1609 2.78 COMBINED HOUR 730 1715 730 DIRECTIONS VOLUME 2790 2715 2790 2.77 DIR 1 2 3 N 382 19629 2182 S 351 19316 2061 CLASSIFICATION SUMMARY DATABASE 4 5 6 7 8 9 10 11 12 13 14 15 TOTTRK TOTVOL 224 258 72 6 54 15 0 0 0 0 0 0 629 22822 210 297 53 1 34 26 0 0 0 0 0 0 621 22349 GENERATED BY SPS 5.0.47P This submldal needs b he scheduled fora public bearing in accordance Yd. Omellnes set forth In the City W Miami Cole The applicable decision -making body rAg renew.e Information et the public bearing to render a rsemmendation or a final decd.. PZ-21-10118 11/07/23 COUNTY: STATION: DESCRIPTION: START DATE: START TIME: 87 0143 SR 5/US-1, 200' S NE 36 ST 05/08/2019 0000 TIME 1ST DIRECTION: N 2ND 3RD 4TH DIRECTION: S TOTAL 1ST 2ND 3RD 4TH COMBINED TOTAL TOTAL 0000 0100 0200 0300 0400 0500 0600 0700 0800 0900 1000 1100 1200 1300 1400 1500 1600 1700 1800 1900 2000 2100 2200 2300 137 67 64 38 32 71 150 287 283 296 321 291 290 307 305 342 345 380 332 316 298 303 251 240 127 78 39 34 53 70 154 274 283 285 269 325 296 316 330 320 320 364 349 288 285 289 191 210 102 53 32 35 33 106 194 286 279 270 311 332 276 308 289 361 345 350 349 348 298 265 235 164 79 54 32 17 61 108 223 290 257 280 265 260 317 321 310 338 352 383 326 333 287 238 238 197 445 252 167 124 179 355 721 1137 1102 1131 1166 1208 1179 1252 1234 1361 1362 1477 1356 1285 1168 1095 915 811 103 60 40 26 29 58 178 344 381 397 344 292 342 292 296 306 318 337 321 285 274 267 242 176 103 80 53 43 36 23 27 24 22 51 78 110 236 256 405 389 400 380 392 336 300 342 339 308 334 299 293 279 296 313 316 295 270 330 361 351 381 364 309 306 287 279 254 268 248 222 144 175 58 54 26 29 55 129 312 371 401 364 294 318 296 319 304 287 307 283 330 278 283 233 199 136 344 210 125 106 157 375 982 1509 1562 1489 1280 1257 1271 1183 1209 1204 1225 1332 1396 1178 1123 1022 911 631 789 462 292 230 336 730 1703 2646 2664 2620 2446 2465 2450 2435 2443 2565 2587 2809 2752 2463 2291 2117 1826 1442 24-HOUR TOTALS: 22482 23081 45563 A.M. P.M. DAILY DIRECTION: N HOUR VOLUME 730 1142 1700 1477 1700 1477 TRUCK PERCENTAGE 3.07 PEAK VOLUME INFORMATION DIRECTION: S HOUR VOLUME 815 1578 1800 1396 815 1578 2.60 COMBINED HOUR 815 1700 1700 DIRECTIONS VOLUME 2693 2809 2809 2.83 DIR 1 2 3 N 425 19197 2170 S 362 20099 2020 CLASSIFICATION SUMMARY DATABASE 4 5 6 7 8 9 10 11 12 13 14 15 TOTTRK TOTVOL 220 279 109 9 56 15 1 0 0 1 0 0 690 22482 233 273 41 1 27 22 3 0 0 0 0 0 600 23081 GENERATED BY SPS 5.0.47P This submldal needs b he scheduled fora public bearing in accordance Yd. Omellnes set forth In the City W Miami Cole The applicable decision -making body rAg renew.e Information et the public bearing to render a rsemmendation or a final decd.. PZ-21-10118 11/07/23 COUNTY: STATION: DESCRIPTION: START DATE: START TIME: 87 0143 SR 5/US-1, 200' S NE 36 ST 05/09/2019 0000 TIME 1ST DIRECTION: N 2ND 3RD 4TH DIRECTION: S TOTAL 1ST 2ND 3RD 4TH COMBINED TOTAL TOTAL 0000 0100 0200 0300 0400 0500 0600 0700 0800 0900 1000 1100 1200 1300 1400 1500 1600 1700 1800 1900 2000 2100 2200 2300 136 109 57 23 31 71 141 263 240 252 271 314 193 361 265 344 336 322 356 313 299 267 242 203 97 65 51 31 43 66 169 298 257 245 236 258 291 323 311 299 359 359 351 347 325 260 219 185 114 71 30 30 43 110 200 294 218 254 307 286 282 315 275 311 356 359 358 307 270 280 239 152 97 50 46 47 51 112 216 273 250 279 273 291 321 339 334 328 371 398 352 327 296 282 273 188 444 295 184 131 168 359 726 1128 965 1030 1087 1149 1087 1338 1185 1282 1422 1438 1417 1294 1190 1089 973 728 136 76 54 27 30 63 155 360 367 398 343 315 305 306 303 318 356 350 386 327 300 280 251 185 108 90 79 74 36 61 29 33 44 67 90 123 225 269 356 410 373 399 385 402 306 337 323 327 341 325 303 316 318 315 290 312 284 327 378 339 370 351 341 341 324 290 268 277 229 246 202 181 65 57 37 29 49 151 319 403 404 356 304 368 297 307 317 309 320 364 366 316 287 243 216 120 399 286 188 118 190 427 968 1529 1543 1541 1290 1333 1268 1232 1253 1229 1287 1431 1473 1325 1201 1068 942 688 843 581 372 249 358 786 1694 2657 2508 2571 2377 2482 2355 2570 2438 2511 2709 2869 2890 2619 2391 2157 1915 1416 24-HOUR TOTALS: 22109 24209 46318 A.M. P.M. DAILY DIRECTION: N HOUR VOLUME 700 1128 1715 1472 1715 1472 TRUCK PERCENTAGE 2.73 PEAK VOLUME INFORMATION DIRECTION: S HOUR VOLUME 845 1589 1800 1473 845 1589 2.75 COMBINED HOUR 700 1715 1715 DIRECTIONS VOLUME 2657 2939 2939 2.74 DIR 1 2 3 N 384 19047 2074 S 432 20944 2167 CLASSIFICATION SUMMARY DATABASE 4 5 6 7 8 9 10 11 12 13 14 15 TOTTRK TOTVOL 201 276 76 2 36 11 0 0 0 2 0 0 604 22109 250 296 48 1 40 27 3 0 0 1 0 0 666 24209 GENERATED BY SPS 5.0.47P This submldal needs b he scheduled fora public bearing in accordance Yd. Omellnes set forth In the City W Miami Cole The applicable decision -making body rAg renew.e Information et the public bearing to render a rsemmendation or a final decd.. PZ-21-10118 11/07/23 FLORIDA DEPARTMENT OF TRANSPORTATION TRANSPORTATION STATISTICS OFFICE 2019 HISTORICAL AADT REPORT COUNTY: 87 - MIAMI-DADE SITE: 0143 - SR 5/US-1, 200' S NE 36 ST YEAR AADT 2019 45000 C 2018 40500 C 2017 38500 C 2016 36000 C 2015 31500 C 2014 29500 C 2013 36500 C 2012 29500 C 2011 28500 C 2010 29000 C 2009 31000 C 2008 31500 C 2007 33000 C 2006 29500 C 2005 43500 C 2004 38000 C DIRECTION 1 DIRECTION 2 *K FACTOR D FACTOR T FACTOR zzzzzzzzzzzzzzzz 22000 S 23000 9.00 54.60 2.80 21500 S 19000 9.00 54.30 2.00 18000 S 20500 9.00 55.00 2.10 18000 S 18000 9.00 54.50 9.30 17500 S 14000 9.00 54.70 2.50 15500 S 14000 9.00 54.50 2.50 19000 S 17500 9.00 52.40 4.60 15000 S 14500 9.00 55.70 10.60 15500 S 13000 9.00 55.10 8.60 14000 S 15000 8.98 54.08 8.60 16000 S 15000 8.99 53.24 2.10 16500 S 15000 9.09 55.75 2.60 17500 S 15500 8.01 54.34 2.70 16000 S 13500 7.97 54.22 2.60 21000 S 22500 8.80 53.80 4.40 21500 S 16500 9.00 53.30 4.40 AADT FLAGS: C = COMPUTED; E = MANUAL ESTIMATE; F = FIRST YEAR ESTIMATE S = SECOND YEAR ESTIMATE; T = THIRD YEAR ESTIMATE; R = FOURTH YEAR ESTIMATE V = FIFTH YEAR ESTIMATE; 6 = SIXTH YEAR ESTIMATE; X = UNKNOWN *K FACTOR: STARTING WITH YEAR 2011 IS STANDARDK, PRIOR YEARS ARE K30 VALUES This submldal needs b he scheduled fora public bearing in accordance Yd. Umellnes set forth In the City W Miami Cole The applicable decision -making body rAg renese.e Information et the public bearing to render a rsemmendation or a final decd.. PZ-21-10118 11/07/23 COUNTY: STATION: DESCRIPTION: START DATE: START TIME: 87 8269 NORTH MIAMI AVENUE, 200' SOUTH OF NW 79TH STREET 03/05/2019 0000 TIME 1ST DIRECTION: N 2ND 3RD 4TH DIRECTION: S TOTAL 1ST 2ND 3RD 4TH COMBINED TOTAL TOTAL 0000 0100 0200 0300 0400 0500 0600 0700 0800 0900 1000 1100 1200 1300 1400 1500 1600 1700 1800 1900 2000 2100 2200 2300 39 28 20 10 10 29 25 75 144 114 122 139 146 178 165 317 349 439 374 219 153 87 60 57 53 13 22 10 6 22 47 108 105 116 111 138 136 152 194 286 516 441 395 162 104 87 60 54 22 17 16 15 17 24 46 157 113 93 125 149 138 195 203 297 453 469 311 131 105 93 52 69 16 17 12 15 23 37 60 131 139 109 102 156 168 147 216 397 433 442 293 144 82 63 49 40 130 75 70 50 56 112 178 471 501 432 460 582 588 672 778 1297 1751 1791 1373 656 444 330 221 220 30 21 17 17 19 30 83 347 397 332 184 150 126 136 109 130 158 145 100 113 115 71 48 43 38 15 17 15 13 10 7 16 12 13 33 51 116 203 314 451 394 344 308 248 142 148 122 135 128 120 124 123 135 152 169 142 155 130 144 139 139 138 87 137 76 66 62 64 61 59 30 46 21 25 15 14 21 62 230 419 335 187 121 103 102 96 144 138 142 135 122 92 83 59 46 37 104 78 55 54 65 176 632 1531 1470 1075 595 510 476 479 540 579 585 563 499 429 340 256 214 156 234 153 125 104 121 288 810 2002 1971 1507 1055 1092 1064 1151 1318 1876 2336 2354 1872 1085 784 586 435 376 24-HOUR TOTALS: 13238 11461 24699 A.M. P.M. DAILY DIRECTION: N HOUR VOLUME 715 540 1615 1841 1615 1841 GENERATED BY SPS 5.0.45P PEAK VOLUME INFORMATION DIRECTION: S HOUR VOLUME 730 1661 1515 607 730 1661 COMBINED DIRECTIONS HOUR VOLUME 730 2198 1615 2413 1615 2413 This submldal needs b he scheduled fora public bearing in accordance Yd. Omellnes set forth In the City W Miami Cole The applicable decision -making body rAg renew.e Information et the public bearing to render a rsemmendation or a final decd.. PZ-21-10118 11/07/23 FLORIDA DEPARTMENT OF TRANSPORTATION TRANSPORTATION STATISTICS OFFICE 2019 HISTORICAL AADT REPORT COUNTY: 87 - MIAMI-DADE SITE: 8269 - NORTH MIAMI AVENUE, 200' SOUTH OF NW 79TH STREET AADT DIRECTION 1 DIRECTION 2 *K FACTOR D FACTOR T FACTOR YEAR 2019 2018 2017 2016 2015 2014 2013 2012 22000 C 24000 S 24000 F 23000 C 12600 T 12200 S 12000 F 12200 C zzzzzzzz 12000 S 10000 9.00 54.60 11.00 12500 S 11500 9.00 54.30 12.10 12500 S 11500 9.00 55.00 12.60 12000 S 11000 9.00 54.50 13.50 6600 S 6000 9.00 54.70 13.70 6400 S 5800 9.00 54.50 17.40 6300 S 5700 9.00 52.40 16.20 6400 S 5800 9.00 55.70 16.00 AADT FLAGS: C = COMPUTED; E = MANUAL ESTIMATE; F = FIRST YEAR ESTIMATE S = SECOND YEAR ESTIMATE; T = THIRD YEAR ESTIMATE; R = FOURTH YEAR ESTIMATE V = FIFTH YEAR ESTIMATE; 6 = SIXTH YEAR ESTIMATE; X = UNKNOWN *K FACTOR: STARTING WITH YEAR 2011 IS STANDARDK, PRIOR YEARS ARE K30 VALUES This submldal needs b he scheduled fora public bearing in accordance Yd. Umellnes set forth In the City W Miami Cole The applicable decision -making body rAg renese.e Information et the public bearing to render a rsemmendation or a final decd.. PZ-21-10118 11/07/23 FLORIDA DEPARTMENT OF TRANSPORTATION TRANSPORTATION STATISTICS OFFICE 2019 HISTORICAL AADT REPORT COUNTY: 87 - MIAMI-DADE SITE: 7066 - NE/SE 2ND AVE 100 FT SOUTH OF NE 51ST ST YEAR 2019 9000 F 2018 9000 C 2017 12000 F 2016 11600 C 2015 9300 F 2014 9000 C 2013 9400 E 2012 9000 S 2011 9200 F 2010 9400 C 2009 11000 C AADT DIRECTION 1 DIRECTION 2 *K FACTOR D FACTOR T FACTOR zzzzzzzzzzz 4600 S 4400 9.00 54.60 7.40 4600 S 4400 9.00 54.30 7.40 5800 S 6200 9.00 55.00 3.30 5600 S 6000 9.00 54.50 3.30 3400 S 5900 9.00 54.70 16.40 3300 S 5700 9.00 54.50 16.40 4700 S 4700 9.00 52.40 5.20 4500 S 4500 9.00 55.70 5.80 4600 S 4600 9.00 55.10 4.50 4700 S 4700 8.98 54.08 4.40 5500 S 5500 8.99 53.24 3.40 AADT FLAGS: C = COMPUTED; E = MANUAL ESTIMATE; F = FIRST YEAR ESTIMATE S = SECOND YEAR ESTIMATE; T = THIRD YEAR ESTIMATE; R = FOURTH YEAR ESTIMATE V = FIFTH YEAR ESTIMATE; 6 = SIXTH YEAR ESTIMATE; X = UNKNOWN *K FACTOR: STARTING WITH YEAR 2011 IS STANDARDK, PRIOR YEARS ARE K30 VALUES This submldal needs b he scheduled fora public bearing in accordance Yd. Umellnes set forth In the City W Miami Cole The applicable decision -making body rAg renese.e Information et the public bearing to render a rsemmendation or a final decd.. PZ-21-10118 11/07/23 DOCUMENT COY R PAGE For those documents not providing the req fired space on the first page, this cover page must be attached. It must describe the document in sufficient detail to prohibit its transference to another document. An additional recording fee for this page must be remitted. III li ill ARVE i flAFI3: D This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. (Space above this line reserved for recording office use) Document Title: E on AQ v 1. ii8e7Fcari (Mortgage, Deed, Construction Lien, Etc,) Executing Party: Legal Description: (If Applicable) Retnr As more fully described in above described document. Geument To / Prepared By: F.S. 69526 Requirements f©r recording instru[Li :enes affecting real property._ e evaot excerpts of statute) (1) No instrument by which the title to real property or any interest therein is conveyed, assigned, encumbered, or otherwise disposed of shall be recorded by the clerk of the circuit court unless: (e) 3 ich by 34nch space at the top Fight -hand corner on the first page and a 1-inch by 3-inch space at the top right-hand corner on each subsequent page are reserved for use by the clerk of the court,.. AMENDED AND RESTATED DEVELOPMENT AGREEMENT BETWEEN CITY OF MIAMI, FLORIDA AND FLAGLER HOLDING GROUP, INC'., MONTE CARLO, ASSOCIATES (DEL.) LLC, HALF -CIRCLE PROPERTY (DEL.) LLC, NORWEGIAN WOOD ACQUISITIONS, LLC, OAK PLAZA ASSOCIATES (DEL.) LLC, BEN NEWTON LLC, SWEET VIRGINIA ACQUISITIONS, LLC, LOVELY RITA ACQUISITIONS, LLC, DACRA DESIGN MOORE (DEL.) LLC, FCAA, LLC, DACRA DESIGN 4141 LLC, PENNY LANE ACQUISITIONS, LLC, UPTOWN GIRL DEVELOPMENT LLC, SUN KING, LLC, MDDA MORNING DEW, LLC, AND TINY DANCER ACQUISITIONS, LLC REGARDING APPROVAL OF THE MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN AND RELATED DEVELOPMENT. This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. THIS AGREEMENT is entered this day of Se,2014 by and between, Flagler Holding Group, Inc., a Florida profit corporation, Monte Carlo Associates (Del.) LLC, Half -Circle Property (Del.) LLC, Norwegian Wood Acquisitions, LLC, Oak Plaza Associates (Del.) LLC, Ben Newton LLC, Sweet Virginia Acquisitions, LLC, Dacra Design Moore (Del.) LLC, FCAA, LLC , Dacra Design 4141 LLC, Penny Lane Acquisitions, LLC, Uptown Girl Development, LLC, Sun King, LLC, MDDA Morning Dew, LLC, and Tiny Dancer Acquisitions, LLC, Delaware limited liability companies (each, individually, "Developer Party," and collectively, the "Developer Parties"), and the CITY OF MIAMI, FLORIDA, a municipal corporation and a political subdivision of the State of Florida ("City") (Developer Parties and the City together referred to as the "Parties"). WITNESSETH: WHEREAS, the Miami Design District (the "District") spans portions of twelve (12) city blocks containing all the properties generally bounded on the east by Biscayne Boulevard; south by NE 36`h Street; west by North Miami Avenue; and north by NE 40th Street or properties generally located within the area boundaries of the Miami Design District area ("SD-8") as designated under Ordinance 11000; and serviced by three (3) Miami -Dade Transit routes; and WHEREAS, the District has recently become an internationally recognized center for furniture design and a burgeoning home for the arts, high fashion, restaurants, and a center for creative employment; and WHEREAS, the emerging status of the District is consistent with the City's vision to develop a world class destination for the arts, fashion, and design, and, as such, the City wishes to encourage redevelopment within the District; and WHEREAS, a subset of the Developer Parties wish to redevelop some of the subject properties as a mixed -use, pedestrian oriented, urban retail street anchored by high -end fashion brands heretofore unavailable within the City (the "Retail Street Project"); and (29202028;4) 1 WHEREAS, the City and Developer Parties wish for development properties to proceed in a manner which is consistent with the Miami C Neighborhood Plan ("Comprehensive Plan") and the land development regulations; a This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. WHEREAS, the Developer Parties previously sought, and the City grante amendment to the Future Land Use Map designations within the Comprehensive Plan for selected properties within the Retail Street Project from Duplex Residential and Medium Density Multifamily Residential to Medium Density Restricted Commercial in order to facilitate redevelopment within the District; and WHEREAS, the City, under a process outlined in the Miami 21 Zoning Code ("Miami 21") which allows parcels of more than nine (9) abutting acres to be master planned to allow greater integration of public improvements and infrastructure, and greater flexibility so as to result in higher or specialized quality building and streetscape design, previously approved the Miami Design District Retail Street Special Area Plan ("SAP") via the adoption of Ordinance 13334 on July 26th, 2012, and subsequently amended the SAP via the adoption of Ordinance 13414 on October 24 2013; and WHEREAS, Sec. 3.9.1. of Miami 21 requires development within the SAP to occur pursuant to a Development Agreement between the property owner(s) and the City; and WHEREAS, on February 19, 2013, certain of the Developer Parties recorded a Development Agreement for the SAP in Official Records Book 28495, Page 558, Public Records of Miami -Dade County, Florida (the "Recorded Agreement"); and WHEREAS, the Developer Parties now hold fee simple title to approximately 21 acres of property within the District; and WHEREAS, the Developer Parties and the City have approved certain modifications to the previously approved SAP requiring certain companion modifications to the Recorded Agreement; and the lots which now comprise the Miami Design District Retail Street Special Area Plan properties are those identified on page A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book, as amended (hereinafter, the "SAP Property", "SAP Properties", or "SAP Area"), (sketch and legal descriptions of which are attached as Exhibit "A"); and WHEREAS, this Amended and Restated Development Agreement ("Agreement") satisfies the requirement set forth in Sec. 3.9 of Miami 21; and WHEREAS, the City and Developer Parties wish for development within the District to proceed substantially in accordance with the Miami Design District Retail Street SAP Regulating Plan and Design Concept Book, as modified on October 24, 2013, by the adoption of Ordinance No. 13414, attached as Exhibit "B" ("Regulating Plan and Design Concept Book "); and WHEREAS, the lack of certainty in the approval of development can result in a waste of economic and land resources, discourage sound capital improvement planning and financing, escalate the cost of housing and development, and discourage commitment to comprehensive planning; and (29202028;4 } 2 WHEREAS, assurance to Developer Parties that they may proceed in ac existing laws and policies, subject to the conditions of a development agreement, st public planning process, encourages sound capital improvement planning and finan in assuring there are adequate capital facilities for the development, encourage participation in comprehensive planning, and reduces the economic costs of development; an This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. WHEREAS, the City Commission pursuant to Ordinance No. 13415, adopted October 24, 2013 has authorized the City Manager to execute this Agreement upon substantially similar terms and conditions as set forth herein below, and the Developer Parties have been duly authorized to execute this Agreement upon the terms and conditions set forth below. NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties mutually agree and bind themselves as set forth herein, and effective on the "Effective Date" (defined below), the Recorded Agreement is hereby amended and restated in its entirety to read as follows; Section 1. Consideration. The Parties hereby agree that the consideration and obligations recited and provided for under this Agreement constitute substantial benefits to both parties and thus adequate consideration for this Agreement. Section 2. Rules of Legal Construction. For all purposes of the Agreement, unless otherwise expressly provided: (a) A defined term has the meaning assigned to it; (b) Words in the singular include the plural, and words in plural include the singular; (c) A pronoun in one gender includes and applies to other genders as well; (d) The terms "hereunder", "herein", "hereof', "hereto" and such similar terms shall refer to the instant Agreement in its entirety and not to individual sections or articles; (e) The Parties hereto agree that this Agreement shall not be more strictly construed against either the City or the Developer Parties, as all parties are drafters of this Agreement; and (f) The recitals are true and correct and are incorporated into and made a part of this Agreement. The attached exhibits shall be deemed adopted and incorporated into the Agreement; provided however, that this Agreement shall be deemed to control in the event of a conflict between the attachments and this Agreement. Section 3. Definitions. Capitalized terms which are not specifically defined herein shall have the meaning given in Miami 21. "Agreement" means this Amended and Restated Development Agreement between the City and the Developer Parties. (29202028;4} 3 "City" means the City of Miami, a municipal corporation and a p subdivision of the State of Florida, and all departments, agencies instrumentalities subject to the jurisdiction thereof. This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly WILL review the Information at the public hearing to render a recommendation or a final decision. "Comprehensive Plan" means the comprehensive plan known as the Miami Comprehensive Neighborhood Plan, adopted by the City pursuant to Chapter 163, Florida Statutes (2013), meeting the requirements of Section 163,3177, Florida Statutes (2013), Section 163.3178, Florida Statutes (2013) and Section 163.3221(2), Florida Statutes (2013), which is in effect as of the Effective Date. "County" means Miami -Dade County, a political subdivision of the State of Florida. "Developer Party" means an individual property owner who is a signatory to this Agreement. "Developer Parties" means the property owners who are signatories to this Agreement. "Development" means the carrying out of any building activity, the making of any material change in the use or appearance of any structure or land, or the dividing of land into three or more parcels and such other activities described in Section 163.3221(4), Florida Statutes (2013). "Effective Date" is the date of recordation of this Amended and Restated Development Agreement. "Existing Zoning" is (a) Miami 21 Code, April 2012, specifically including the Miami Design District Retail Street SAP Regulating Plan and Design Concept Book, and related modifications to the Transect designations of lots within the SAP Area, and (b) the provisions of the Charter and City of Miami Code of Ordinances ("Code") which regulate development, specifically including Chapters 10, 13, 22, 22.5, 23, 36, 54, 55 and 62 of the Code, as amended, through the Effective Date, which together comprise the effective land development regulations governing development of the SAP Area as of the effective date of the Recorded Agreement. "Land" means the earth, water, and air, above, below, or on the surface and includes any improvements or structures customarily regarded as land. "Laws" means all ordinances, resolutions, regulations, comprehensive plans, land development regulations, and rules adopted by a local government affecting the development of land. "Public Facilities" means major capital improvements, including, but not limited to, transportation, sanitary sewer, solid waste, drainage, potable water, educational, parks and recreational, streets, parking and health systems and facilities. { 29202028;4 } 4 "Property Interest" means any ownership interest in any SAP Property. "Recorded Agreement" means the original Development Agreement record O.R. Book 28495, Pages 558-688 (CFN 2013R0132749) in the Public Records Miami -Dade County, Florida on February 19, 2013. This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. "Retail Developer Party" consists of the parties identified in Exhibit "C", who are signatories to the Agreement and will be undertaking the development of the Retail Street Project. "Retail Street Project" means that proposed development within the Design District SAP slated to occur on properties within the SAP area and denoted as properties 2, 3, 4, 5, 6, 7, 13, 14, 15, 16, 17, 18, 19, 20, 24, 25, 26, 27, 35, 36, 37, 38, 42, 43, 44, and 45 on sheet A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept -Book. Section 4. Purpose. The purpose of this Agreement is for the City to authorize Developer Parties to redevelop the SAP Properties pursuant to the Miami Design District Retail Street SAP. This Agreement will establish, as of the Effective Date of this Agreement, the land development regulations which will govern the development of the SAP Properties, thereby providing the Parties with additional certainty during the development process. This Agreement satisfies the requirements of Section 3.9.1.f., Miami 21. Section 5. Intent. Developer Parties and the City intend for this Agreement to be construed and implemented so as to effectuate the purpose of the Miami Design District Retail Street SAP, this Development Agreement, the Comprehensive Plan, Existing Zoning, and the Florida Local Government Development Agreement Act, s. 163.3220 - 163.3243, Florida Statutes (2013). Section 6. Applicability. This Agreement only applies to the SAP Properties identified in Exhibit "A." Section 7. Term of Agreement, Effective Date and Binding Effect. This Agreement shall have a term of thirty (30) years from the Effective Date and shall be recorded in the public records of Miami -Dade County and filed with the City Clerk. The term of this Agreement may be extended by mutual consent of the Parties subject to a public hearing, pursuant to s. 163.3225, Florida Statutes (2013). This Agreement shall become effective on the Effective Date and shall constitute a covenant running with the land that shall be binding upon, and inure to, the benefit of the parties, their successors, assigns, heirs, legal representatives, and personal representatives. Section 8. Permitted Development Uses and Building Intensities. (a) Miami Design District Retail Street SAP Designation. The City has designated certain properties as the Miami Design District Retail Street SAP on the official zoning Atlas of the City, pursuant to the applicable procedures in Miami 21. The Regulating Plan and Design Concept Book are attached as Exhibit "B". In approving the Miami Design District Retail Street SAP, the City has determined that the uses, intensities and densities of development permitted thereunder are consistent with the Comprehensive Plan and the Existing Zoning. {29202028;4} 5 (b) Density, Intensity, Uses and Building Heights. (c) (1) As of the Effective Date and pursuant to the Miami Design Di Street SAP, the density and intensity proposed for the SAP consistent with the densities and intensities permitted by the Exis Zoning. This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. (2) The non-residential development permitted on the SAP Properties includes, but is not limited to, the following uses: office, hotel, retail, entertainment, educational, and any other uses permitted by the Existing Zoning. (3) Nothing herein shall prohibit the Developer Parties from requesting a change of zoning, pursuant to Article 7 of Miami 21, to increase the density or intensity of development permitted by the underlying Transect designation of that certain property forming part of the Miami Design District Retail Street SAP by amending the SAP and this Agreement. (4) In the event the City should amend its Comprehensive Plan to permit the transfer of densities within a specified area so as to permit densities in excess of the density limits set forth in a particular Future Land Use Map category, nothing herein shall prohibit the Developer Parties from requesting such density transfers within the Miami Design District Retail Street SAP. Environmental. The City finds that the proposed development will confer a significant net improvement upon the publicly accessible tree canopy in the area. The City and Developer Parties agree that Developer Parties will comply with the intent and requirements of Chapter 17 of the City Code, subject to the modification set forth herein, by performing tree replacement within the SAP Area where possible. (1) Off -site replacement trees. Notwithstanding the requirements of Sec. 17- 6.(e) of the City Code, where replacement within the SAP Area is not physically possible, any Developer Party may enter into an agreement with the City to perform tree replacement on public property in the following order of priority: (i) within the District; (ii) within a one (1) mile radius of the District; or (iii) within any City park. Particular emphasis shall be paid to replacement along gateway corridors within and surrounding the District, specifically N. Miami Avenue, N.E. 2nd Avenue, NE 36th Street, NE 1st Avenue, and Biscayne Boulevard. Further emphasis shall also be placed on the possible placement of trees within the boundaries of the following neighboring communities: (i) Buena Vista Heights; (ii) Buena Vista East; and (iii) Brentwood. The City further agrees to facilitate the permitting and planting of replacement trees on all publicly owned property within the aforementioned areas and within City parks. The Developer Parties further agree to work with the residents and { 29202028;4 } 6 representatives of the aforementioned communities to ide for and coordinate the placement of said trees. Each De undertaking tree replacement off -site for any parcel of land SAP Area shall agree to water, trim, root, prune, brace, or under other necessary maintenance as may be required by the Public o Department for a period of not greater than thirty (30) days installation. Each Developer Party undertaking any off -site replacement further agrees to warrant each such off -site replacement tree for a period of one (1) year after the date of installation. This submittal needs to be schebu led bra public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. after tree (2) SAP Area tree installation, maintenance and guarantee. For all trees placed within the SAP Area, each Developer Party placing such trees shall install any needed irrigation and corresponding water meters to support the growth of trees located within the right-of-way. Each Developer Party undertaking tree replacement for any parcel of land shall agree to water, trim, root, prune, brace, or undertake any other necessary maintenance as may be required for trees located within the SAP Area. Each Developer Party undertaking any such tree placement within the SAP Area further agrees to warrant each SAP Area tree for a period of one (1) year after installation. (3) Tree replacement chart. The tree replacement chart below shall be used to determine whether a Developer Party has satisfied the tree replacement requirements for any particular parcel of land as set forth in Sec. 17-6.(a) of the City Code. The chart below shall replace and supersede Chart 17.6.1.1. in the City Code. Tree Replacement Chart Total diameter of tree(s) to be removed (sum of inches at DBH) Total inches of replacement DBH required (12' minimum tree height) 211- 3" 2" 4"- 6" 4" 7"- 12" 811 1311- 18" 12" 1911- 24" 16" 2511- 30" 20" 3111- 36" 24" 37"- 42" 28" 43"- 48" 32" 4911- 60" 40" To determine whether the replacement requirements have been satisfied, calculate the total sum in inches of the diameter of the trees removed. The size of the replacement trees diameter at breast height (DBH) must equal { 29202028;4 } the total inches of replacement DBH set forth in the Diameter measurement shall be rounded up to the nearest inc of the diameter of trees to be removed exceeds a total of 60 additional inches shall be added cumulatively from the top of down to the bottom of the chart, to calculate the number of DB replacement trees. This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. (4) Tree species. The chart set forth below shall replace and supersede Chart 17.6.2.1. in the City Code. All other requirements set forth in Sec. 17- 6.(b) of the City Code shall apply within the SAP Area. Required total DBH for replacement trees Required minimum number of species 2211- 40" 2 41"- 100" 4 101" or greater 6 (5) Tree installation. A Developer Party shall install trees opportunistically within the public right-of-way, subject, at all times, to approval by the Department of Public Works. Section 9. Connectivity and Activity within Public Right -of -Way. (a) Connectivity. A critical element to the success of the Retail Street Project is the below -grade connectivity within the public right-of-way along N.E. 41st Street. The proposed below -grade connection will facilitate ease of access, minimize pedestrian and vehicular conflicts, and reduce the Retail Street Project's traffic impacts by enhancing internalized traffic circulation, reducing off -site impacts and expanding parking capacity within the District. The Retail Developer Party recognizes that such connectivity and commercial usage may require approval of other governmental agencies such as Miami -Dade County. The City finds and determines that establishing such connectivity below N.E. 41st Street serves a public purpose, and further agrees to support the Retail Developer Party's efforts to obtain any authorization to establish such proposed below -grade connection where the approval of another governmental agency may be necessary. The City further finds that the authorization of such a connection below the public right-of-way shall in no way diminish access for firefighting apparatus or rescue and salvage operations; diminish traffic, transportation and circulation; or adversely impact the advancement of the safety, health, and general welfare within the City. {29202028;4) 8 Given the public benefits conferred upon the City by the below-gra beneath N.E. 41st Street and across the public right-of-way, the prov 54-186 shall not apply to the Miami Design District Retail Street SAP. This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. (b) Construction of encroachments within the Public Right -of -Way. The finds that the encroachments proposed by the Retail Developer Party do not unduly restrict the use of the public right-of-way and are an essential element in the construction of the vehicular underpass below the same rights -of -way. The adoption of this Agreement shall serve to satisfy the requirements set forth in Sec. 55-14(b) of the City Code. Notwithstanding the requirements of Sec. 55-14(c) of the City Code, the City agrees to waive any and all claims to payment of a user fee in connection with the construction of the aforementioned encroachments within the public rights -of -way and the use of the same for both vehicular travel and public parking. Further, this Agreement shall satisfy the requirements of Sec. 55-14(d) of the City Code. In consideration for authorizing the construction of the aforementioned encroachments, the Retail Developer Party further covenants to: (1) Maintain the below -grade vehicular underpasses and public parking in accordance with the Florida Building Code and the City Charter and Code. (2) Provide an insurance policy, in an amount determined by the city's risk manager, naming the City as an additional insured for public liability and property damage. The insurance shall remain in effect for as long as the encroachment(s) exist within the right-of-way. Should the Retail Developer Party fail to continuously provide the insurance coverage, the City shall have the right to secure similar insurance policy in its name and place a special assessment lien against the owner's abutting private property for the total cost of the premium. (3) The Retail Developer Party shall hold harmless and indemnify the City, its officials and employees from any claims for damage or loss to property and injury to persons of any nature whatsoever arising out of the use, construction, maintenance or removal of the vehicular underpass and from and against any claims which may arise out of the granting of permission for the encroachment or any activity performed under the terms of this Agreement. Section 10. Public Facilities. As of the Effective Date, the Developer Parties have conducted an extensive analysis of the Public Facilities available to serve the SAP Area and the Retail Street Project. In the event that the Existing Zoning and/or the Comprehensive Plan require a Developer Party or the Retail Developer Party to provide Public Facilities to address any deficiencies in required levels of service occasioned by future development within the SAP Area or as a result of the development of the Retail Street Project, such Developer Party or the Retail Developer Party, as appropriate, shall provide such Public Facilities consistent with the timing {29202028;4) 9 requirements of s. 163.3180(2)(a), (b) and (c), Florida Statutes (2013), or as othei by Chapter 13 of the City Code, if applicable. The Developer Parties shall be boun impact fees and assessments in existence as of the Effective Date of this Agreement. Section 11. Project Approval. This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. (a) Future Development Review. Future development within the Miami Design District Retail Street SAP shall proceed pursuant to the processes and in accordance with the design requirements set forth in the Regulating Plan and Design Concept Book, attached as Exhibit "B". The criteria to be used in a determination regarding whether future development shall be approved is the proposed development's consistency with the Comprehensive Plan, this Agreement and the Miami Design District Retail Street SAP. With regard to SAP Parcels 57-61 as identified on Page A1.5 of the Concept Book, the Developer Party agrees to meet with representatives of the Buena Vista Heights Neighborhood Association not less than fifteen (15) days in advance of submitting any redevelopment plans for said parcels to the City for processing. (b) Prohibition on Downzoning. (1) The Comprehensive Plan, the Existing Zoning, and this Agreement ar4 shall govern the development of the SAP Properties designated a part thereof for the duration of the Agreement. The City's laws and policies adopted after the Effective Date may be applied to the SAP only if the determinations required by s. 163.3233(2), Florida Statutes (2013) have been made following a public hearing or as otherwise provided herein. (2) Pursuant to s. 163.3233(3), Florida Statutes (2013), this prohibition on downzoning supplements, rather than supplants, any rights that may vest to Developer Parties under Florida or Federal law. As a result, Developer Parties may challenge any subsequently adopted changes to land development regulations based on (a) common law principles including, but not limited to, equitable estoppel and vested rights, or (b) statutory rights which may accrue by virtue of Chapter 70, Florida Statutes (2013). Section 12. Alcoholic Beverage Sales. -Upon approval of this Agreement, pursuant to Chapter 4 of the City Code, two (2) Retail Specialty Centers are hereby designated for properties within the SAP Area. The Miami Design District Retail Street SAP Retail Specialty Center North ("Retail Specialty Center North") shall consist of all SAP Properties located north of the mid -line of the right-of-way of NE 40t11 Street and the Miami Design District Retail Street SAP Retail Specialty Center South ("Retail Specialty Center South") shall include properties located south of the mid -line of the right-of-way of NE 40`11 Street. The maximum number of establishments selling alcoholic beverages permitted within each Retail Specialty Center shall not exceed five (5) establishments, inclusive of any such establishments in existence as of the date of this Agreement, but exclusive of any bona fide, licensed restaurants where the sale of alcoholic beverages is entirely incidental to and in (29202028;4) 10 conjunction with the principal use of the sale of food (e.g. bona fide, licensed rest 2-COP, 2-COP SRX, 4-COP, 4-COP SRX or an equivalent license). The number establishments may be increased by amendment to this Agreement. This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. Each establishment selling alcoholic beverages permitted within the Retail Specialty North and the Retail Specialty Center South, exclusive of bona fide, licensed restaurants where the sale of alcoholic beverages is incidental to the principal use of the sale of food, shall be permitted pursuant to the requirements of the Miami Design District Street Regulating Plan, attached hereto as part of Exhibit "B", and any applicable provision of Chapter 4 of the City Code not in conflict with the provisions of this Agreement. Each of the alcoholic beverage establishments within both the Retail Street SAP Retail Specialty Center North and Retail Specialty Center South permitted pursuant to this Section shall be reserved for the benefit of the Retail Developer Party, unless otherwise modified by a separate written agreement between the Developer Parties. Section 13. Valet Parking. The Developer Parties intend to establish a uniform valet system to service the SAP Properties and the District generally. Notwithstanding the limitations set forth in Sec. 35-305, a maximum of two (2) valet permits may be issued for the operation of a valet parking ramp on the same side of the block where the permit applicant is the operator of the uniform valet system. Section 14. Temporary/Special Events. To the extent governed by the laws and regulations of the City of Miami, the City Commission hereby finds and agrees that the following special events constitute ancillary uses of the Retail Street Project: event banners, farmers' markets, grand openings, holiday sales, outdoor sales, ground breakings, and neighborhood sales events. For events which the Retail Developer Party anticipates to exceed (75%) seventy five percent of the maximum permitted occupancy, inclusive of Open and Civic Space or (2,100) two thousand one hundred guests, whichever is less, the Retail Developer Party, or its designee, shall submit an application for review to the City Neighborhood Enhancement Team (NET) office servicing the District no less than five (5) working days prior to the date of any such event. The City agrees to complete its review within three (3) working days of the submittal of the required application to ensure coordination of needed City services and avoid possible adverse impacts due to multiple events occurring within the immediate and surrounding area. The City Commission further finds that the above -listed activities, which shall not exceed the maximum permitted occupancy of the Retail Street Project, will not: (i) substantially interrupt the safe and orderly movement of other traffic contiguous to the special event; (ii) substantially diminish routine police service levels to the entire community; (iii) unduly interfere with the proper fire and police protection or ambulance service to areas contiguous to the special event as a result of the concentration of persons and vehicles; {29202028;4} 11 (iv) interfere with the movement of firefighting apparatus en route to call; and (v) present an unreasonable danger to the health and safety of the public. Notwithstanding the requirements of Secs. 62-521, and 62-522, the above -stated activities shall not require the issuance of a City permit. Section 15. Public Benefits. This submittal needs to be schebu led bra public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. (a) Job Creation & Employment Opportunities. Generally, the Developer Parties shall consult with local and/or state economic development entities regarding job training and job placement services for area city residents seeking employment opportunities with potential employers which will locate or establish a business within the SAP Area. (1) Construction Employment. The Developer Parties shall use best efforts to work with the City in the following areas: a. Job Sourcing. The Developer Parties shall require their general contractor(s) to use best efforts to work with the City's Miami Works Initiative or similar program to source job opportunities for both skilled and unskilled laborers seeking employment opportunities within the construction industry. b. Community Business Enterprise (CBE) Participation. The Developer Parties shall require their general contractor(s) to use best efforts to award a minimum of twenty percent (20%) of the direct construction contract costs to subcontractors whose firms are certified by Miami -Dade County as CBEs. c. Local Workforce Participation. The Developer Parties shall require their general contractor(s) to use best efforts to employ a minimum of twenty percent (20%) of on -site labor from persons residing within the municipal boundaries of the City of Miami. (2) Restaurant and Retail Employment. The Developer Parties anticipate that a significant number of employment opportunities in the culinary and retail sectors will be generated within the SAP Area. Developer Parties shall use best efforts to work with Miami Dade College, through its culinary and retail institutes, or with similar institutions or organizations, in consultation with the City, to place qualified graduates of such programs in employment opportunities within the SAP Area. 129202028,4 } 12 (3) This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. Hospitality Employment. The Developer Parties anticipate t of job opportunities in the hospitality sector will be generate SAP Area. The Developer Parties shall use best efforts to wor Miami Dade College, through its hospitality institute, or with similar institutions and organizations, in consultation with the City, to place qualified graduates of the hospitality institute in employment opportunities within the SAP Area. In addition, the Developer Parties shall use best efforts to assist the City in identifying employment opportunities within the hospitality sector outside the SAP Area and place qualified graduates of the hospitality institute in positions. (b) Park/Open Space Enhancements. As consideration for certain reductions to standards set forth in the City's land development regulations, the Developer Parties hereby agree to undertake the following improvements: (1) Woodson Mini -Park Enhancement: The City owns and operates an existing mini -park, located at approximately 699 NE 36`h Street (Folio No. 01-3219-000-0010), consisting of a parcel of land approximately 6,811 sq. ft. in size and any improvements thereon. In consultation with City Planning staff and subject to their approval, and that of any other City department, the Developer Parties hereby agree to design and construct the proposed improvements (e.g. enhanced landscaping, lighting, fencing, and similar improvements), etc., to the park at their sole cost and expense within three (3) years of the effective date of the Recorded Agreement. (2) Park/Open Space Acquisition: The Developer Parties shall use best efforts to acquire a parcel of land of not less than 3,500 sq. ft. in size for park/open space within the SAP Area, the District, or within the immediate vicinity of the District to offset a deficiency of (20,114 sq. ft.) twenty thousand square feet of required Open Space. Said parcel of land shall be dedicated to the City as a public park/open space and improved by the Developer Parties, which improvements shall be consistent with the design treatment approved by the City for Woodson Mini -Park and incorporate similar elements (e.g. enhanced landscaping, lighting, fencing, and similar improvements), etc. The Developer Parties shall complete such acquisition and improvements within three (3) years of the effective date of the Recorded Agreement. If such acquisition is not timely completed within period set forth above, the Developer Parties shall be required to make a contribution to the City's Public Parks and Open Space Trust Fund in an amount equal to the required cash contribution contemplated under Sec. 3.14.4.b.3. of Miami 21 for not less than (20,114 sq. ft.) twenty thousand one hundred fourteen square feet of Open Space or $217,432.34 within three (3) years of the { 29202028;4 } 13 (3) aforementioned completion date. The amount of said con be apportioned between each Developer Party in accordance set forth in subparagraph (4) below. This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly WILL review the Information at the public hearing to render a recommendation or a final decision. Open Space Contribution: The Developer Parties shall strive to provi minimum of ten percent (10%) of Open Space, but in no event less than six and a half percent (6.5%) of Open Space consistent with the requirements set forth in the Regulating Plan and Concept Book. Should the Open Space within the SAP Area at the completion of the Retail Street Project or within five (5) years of the Effective Date of this Agreement, whichever is earlier, equal less than the aforementioned 10% goal, the Developer Parties shall make a cash contribution to the City's Public Parks and Open Space Trust Fund at the rate of $10.81 per sq. ft., as contemplated under Sec. 114.0.3. of Miami 21, for the square footage comprising the difference between the 10% Open Space goal and the minimum requirement of 6.5%. The amount of said contribution shall not exceed $241,000 for the maximum anticipated deficit of 22,293 sq. ft. of Open Space and shall be apportioned among the Developer Parties in accordance with the method set forth in subparagraph (4). (4) Apportionment of the Cost of Woodson Mini -Park Enhancement, Park/Open Space Acquisition, & Open Space Contribution: The improvements and park acquisition referred to in subparagraphs (1), (2), and (3) above are called the "Park Contribution" (collectively, the "Contributions"). The cost of the Contributions shall be borne by each Developer Party commensurate with the size of their respective land holdings or total Lot Area, as defined in the Existing Zoning, in accordance with the following formula: [Developer Party Lot Area (sq. ft.) / SAP Total Lot Area (sq. ft.)] * 100 = Developer Party Percentage Contribution (%). Unless and to the extent that the Developer Parties otherwise agree by instrument signed by the Developer Parties and recorded in the Public Records of Miami -Dade County, Florida: (a) the Park Enhancement/Acquisition shall be initiated by the Retail Developer; (b) each Developer Party shall pay to the Retail Developer its share of such cost of the Park Enhancement/Acquisition as costs are incurred; (c) Retail Developer shall from time to time have the right to issue (and record at Retail Developer's option), certificates indicating the status of any sums due to it for the Park Contribution. Any such sums not paid to the Retail Developer within ten (10) days after such payment is due shall bear interest at the rate of 18% per annum (but not more than the highest rate permitted by law) and shall constitute a lien on the property within the SAP that is owned by such Developer Party from whom such payment is due. (29202028;4) 14 (c) Street Right -of -Way Improvements. In order to foster a unifo Developer Parties or Retail Developer Party, where appropriate, a right-of-way improvements to the northern half of NE 38th Street, all Street, and the southern half of NE 42"d Street between NE 1 St and 2"d Av This submittal needs to be schebu led bra public hearing in accordance wail timelines set forth in the City of Miami Cede. The appli®de decision -making body NC r review the Information at the public hearing to render a recommended on or a final becla on. well as right-of-way improvements to NE 1s1 and 2"d Avenues between NE and 42"d Streets, shall include the entire length of the block, even when SAP Properties only make-up a portion of the block. The Retail Developer Party shall, at a minimum, improve the right-of-way immediately fronting SAP Properties along NE 40th and 41st Streets. Developer Parties and Retail Developer Party agree to construct and maintain, at their sole cost and expense, any non-standard improvements to the rights -of -way as described above. The Developer Parties further agree to support the City's best efforts to effectuate the construction of improvements within portions of the right-of-way fronting non -SAP Properties and which will serve to create a uniform or complementary design aesthetic within the SAP Area, whether through the adoption of design guidelines requiring right-of-way enhancements which complement the non- standard improvements proposed by the Developer Parties, solicitation of an appropriation from another governmental body to construct such improvements, or other appropriate action. In the event the City's best efforts fail to procure either funding for or construction of the desired right-of-way improvements within three (3) years of the effective date of the Recorded Agreement, the Retail Developer Party further agrees to design and construct the improvements within the portions of right-of-way fronting on non -SAP Properties along NE 40th and 41st Streets. (d) NE 42"d Street Landscaping Enhancements. As evidenced by the letter of support dated November of 2011 from the Buena Vista East Historic Neighborhood Association ("Association"), attached hereto as part of Exhibit "D". the Retail Developer party shall work collaboratively with the Association on the final design treatment for the north wall of the building slated for development on north block within the SAP Area, the preliminary design treatment for which is illustrated on pages A3.4 and A3.5 of the Design Concept Book, attached hereto as part of Exhibit "B". The Retail Developer Party shall present the final design treatment to the Planning Director for review and approval, following consultation with the Association, which review shall be evaluated for consistency with the standards set forth in Art. 4, Table 12. (e) Community Engagement. Consistent with the expressed will of the City Commission, the Retail Developer Party shall not less than on a quarterly basis meet with the designated representatives of each of the following associations: (i) Buena Vista Heights Homeowners Association; (ii) Buena Vista East Historic Neighborhood Association; and (iii) Brentwood Neighborhood Association. (f) Community Crime Watch Program. The Developer agrees to provide the Buena Vista Heights Neighborhood Association, Inc. (the "BVH Association") a one-time grant, in amount requested by the BVH Association and memorialized in {29202028;4) 15 a separate agreement with the Developer, to underwrite the initial and a portion of the recurring operating costs of a neighborhood program. Section 16. Local Development Permits. This submittal needs to be schebu led bra public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly WILL review the Information at the public hearing to render a recommendation or a final decision. (a) The development of the SAP Property in accordance with the Existing Zoning is contemplated by Developer Parties. Redevelopment of the SAP Property may require additional permits or approvals from the City, County, State, or Federal government and any division thereof. Subject to required legal process and approvals, the City shall make a good faith effort to take all reasonable steps to cooperate with and facilitate all such approvals. Such approvals include, without limitation, the following approvals and permits and any successor or analogous approvals and permits: (1) Subdivision plat and/or waiver of plat approvals; (2) Covenant or Unity of Title acceptance or the release of existing unities or covenants; (3) (4) (5) (6) (7) Building permits; Certificates of use and/or occupancy; Stormwater Permits; Development of Regional Impact approval, modification or exemption; and Any other official action of the City, County, or any other government agency having the effect of permitting development of the SAP Property. (b) In the event that the City substantially modifies its land development regulations regarding site plan approval procedures, authority to approve any site plan for a project on the SAP Properties shall be vested solely in the City Manager, with the recommendation of the Planning Director. Any such site plan shall be approved if it meets the requirements and criteria of the Existing Zoning, the Comprehensive Plan and the terms of this Agreement. Section 17. Necessity of Complying with Local Regulations Relative to Development Permits. The Developer Parties and the City agree that the failure of this Agreement to address a particular permit, condition, fee, term, license, or restriction in effect on the Effective Date shall not relieve the Developer Parties of the necessity of complying with the regulation governing said permitting requirements, conditions, fees, terms, licenses, or restrictions. (29202028;4) 16 Section 18. Reservation of Development Rights. (a) For the term of this Agreement, the City hereby agrees that it shal development of the SAP Property in accordance with the Existing Zo Comprehensive Plan and the Agreement. This submittal needs to be schebu led bra public hearing in accordance wkh timelines set forth in the City of Miami Cede. The applica decision -making body NC review the Information at the public hearing to render a recommended on or a final becla on. (b) Nothing herein shall prohibit an increase in the density or intensity of development permitted in the SAP Area in a manner consistent with (a) the Existing Zoning and/or the Comprehensive Plan, (b) any zoning change subsequently requested or initiated by a Developer Party in accordance with applicable provisions of law or (c) any zoning change subsequently enacted by the City. (c) The expiration or termination of this Agreement shall not be considered a waiver of, or limitation upon, the rights, including, but not limited to, any claims of vested rights or equitable estoppel, obtained or held by any Developer Party or its successors or assigns to continue development of the SAP Property in conformity with Existing Zoning and all active prior and subsequent development permits or development orders granted by the City. Section 19. Annual Review. (a) The City shall review the development that is subject to this Agreement once every twelve (12) months, commencing twelve (12) months after the Effective Date, through the expiration or termination of this Agreement, or approved development right listed on pg. A1-9 of the Design Concept Book, whichever occurs first. The City shall begin the review process by giving notice to Developer Parties, a minimum of thirty (30) days prior to the anniversary date of the Agreement, of its intention to undertake the annual review of this Agreement. Copies of such annual review shall be provided to the Developer Parties. (b) Any information required of a Developer Party during an annual review shall be limited to that information necessary to determine the extent to which the Developer Party is proceeding in good faith to comply with the terms of this Agreement. (c) As part of the annual review, the Retail Developer Party and City Planning Director shall review the condition of the cross -block pedestrian connections between NE 38th and 39th Streets in order to determine whether the security needs of the said portion of the Retail Street Project warrant the continued limitations to on public access to the southern plaza from NE 38`h Street via the cross -block pedestrian passages. In the event of a dispute between the Retail Developer Party and the City Planning Director regarding the reduction/elimination of restrictions to public access, the City Manager, or his or her designee, shall meet with both parties to discuss the issue and render a final, non -appealable determination regarding the same. {29202028;4} 17 (d) If the City finds, on the basis of competent substantial evidence, th Party has not proceeded in good faith to comply with the terms of th the City may take action to terminate or amend this Agreement with said Developer Party. The City shall provide said Developer Party with notice of its intent to terminate or amend the Agreement. Said notice shall state the reasons for the termination or amendment. Upon receipt of such notice, the Developer Party shall have thirty (30) days to cure the default, or such longer period of time as may reasonably be required to cure the default if the default by its nature cannot be cured within thirty (30) days; provided, however, that the Developer Party commences certain acts within thirty (30) days and diligently pursues the cure thereafter. Should the Developer Party fail to cure within the aforementioned period, the City may terminate or amend this Agreement as to that Developer Party in accordance with the requirements of Section 36. Section 20. Notices. This submittal needs to be schebu led bra public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly WILL review the Information at the public hearing to render a recommendation or a final decision. (a) All notices, demands and requests which may or are required to be given hereunder shall, except as otherwise expressly provided, be in writing and delivered by personal service or sent by United States Registered or Certified Mail, return receipt requested, postage prepaid, or by overnight express delivery, such as Federal Express, to the parties at the addresses listed below. Any notice given pursuant to this Agreement shall be deemed given when received. Any actions required to be taken hereunder which fall on Saturday, Sunday, or United States legal holidays shall be deemed to be performed timely when taken on the succeeding day thereafter which shall not be a Saturday, Sunday or legal holiday. To the City: With a copy to: To Developer Parties: City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 City Attorney City of Miami Miami Riverside Center 444 S.W. 2nd Ave., 9th Floor Miami, FL 33130 Planning & Zoning Director City of Miami Miami Riverside Center 444 S.W. 2nd Avenue, 3rd Floor Miami, FL 33130 Ben Newton LLC (29202028;4 } 18 With copies to: Dacra Design 4141 LLC Dacra Design Moore (Del.), LLC FCAA, LLC Half -Circle Property (Del.) LLC Lovely Rita Acquisitions, LLC MDDA Morning Dew, LLC Monte Carlo Associates (Del.) LLC Norwegian Wood Acquisitions, LLC Oak Plaza Associates (Del.) LLC Penny Lane Acquisitions, LLC Sun King, LLC Sweet Virginia Acquisitions LLC Tiny Dancer Acquisitions LLC Uptown Girl Development LLC Attn: Craig Robins 3841 NE 2"d Avenue, Ste. 400 Miami, FL 33137 Flagler Holding Group, Inc. Attn: John Petersen 4218 NE 2"d Avenue, 2" Floor Miami, FL 33137 Akerman LLP Attn: Neisen O. Kasdin, Esq. 1 SE 3rd Avenue, 25th Floor Miami, FL 33131 This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly WILL review the Information at the public hearing to render a recommendation or a final decision. (b) Any Party to this Agreement may change its notification address(es) by providing written notification to the remaining parties pursuant to the terms and conditions of this section. (c) Upon the occurrence of any event of default by any Developer Party, as described in Section 28, or a determination by the City that a Developer Party has not proceeded in good faith to comply with the terms of this Agreement, as described in Section 19, the City shall provide written, courtesy notice of said default to each non -defaulting Developer Party. Said notice shall identify the name of the defaulting party, the address of the subject property(ies), and specify the default. Section 21. Exclusive Venue, Choice of Law, Specific Performance. It is mutually understood and agreed by the parties hereto, that this Agreement shall be governed by the laws of the State of Florida, and any applicable federal law, both as to interpretation and performance, and that any action at law, suit in equity or judicial proceedings for the enforcement of this Agreement or any provision hereof shall be instituted only in the courts of the State of Florida or {29202028;4) 19 federal courts and venue for any such actions shall lie exclusively in a court jurisdiction in the County. In addition to any other legal rights, the City and Dev shall each have the right to specific performance of this Agreement in court. Each bear its own attorney's fees. Each party waives any defense, whether asserted by m pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly WILL review the Information at the public hearing to render a recommendation or a final decision. Section 22. Voluntary Compliance. Developer Parties and the City agree that in the event all or any part of this Agreement is struck down by judicial proceeding or preempted by legislative action, Developer Parties and the City shall continue to honor the terms and conditions of this Agreement to the extent allowed by law. Section 23. No Oral Change or Termination. This Agreement and the exhibits and appendices appended hereto and incorporated herein by reference, if any, constitute the entire Agreement between the parties with respect to the subject matter hereof. This Agreement supersedes any prior agreements or understandings between the parties with respect to the subject matter hereof', and no change, modification or discharge hereof in whole or in part shall be effective unless such change, modification or discharge is in writing and signed by the party against whom enforcement of the change, modification or discharge is sought. This Agreement cannot be changed or terminated orally. Section 24. Compliance with Applicable Law. Subject to the terms and conditions of this Agreement, throughout the Term of this Agreement, Developer Parties and City shall comply with all applicable federal, state or local laws, rules, regulations, codes, ordinances, resolutions, administrative orders, permits, policies and procedures and orders that govern or relate to the respective Parties' obligations and performance under this Agreement, all as they may be amended from time to time. Section 25. Representations; Representatives. Each party represents to the others that this Agreement has been duly authorized, delivered and executed by such party and constitutes the legal, valid and binding obligation of such party, enforceable in accordance with its terms. Section 26. No Exclusive Remedies. No remedy or election given by any provision in this Agreement shall be deemed exclusive unless expressly so indicated. Wherever possible, the remedies granted hereunder upon a default of the other party shall be cumulative and in addition to all other remedies at law or equity arising from such event of default, except where otherwise expressly provided. Section 27. Failure to Exercise Rights not a Waiver: Waiver Provisions. The failure by any party to promptly exercise any right arising hereunder shall not constitute a waiver of such right unless otherwise expressly provided herein. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. Section 28. Events of Default. { 29202028;4 } 20 (a) An event of default by any one Developer Party shall not constitu default by all Developer Parties and shall not adversely affect the ri parties in good standing under this Agreement. This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. (b) A Developer Party shall be in default under this Agreement if Developer fails to perform or breaches any term(s), covenant(s), or condition(s) of this Agreement, which breach is not cured within thirty (30) days after receipt of written notice from the City specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within thirty (30) days, then Developer Party shall not be in default if it commences to cure such breach within thirty (30) days and diligently prosecutes such cure to completion. (c) The City shall be in default under this Agreement if the City fails to perform or breaches any term(s), covenant(s), or condition(s) of this Agreement and such failure is not cured within thirty (30) days following receipt of written notice from any Developer Party specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within thirty (30) days, the City shall not be in default if it commences to cure such breach within thirty (30) days and diligently prosecutes such cure to completion. (d) It shall not be a default under this Agreement if any party is declared bankrupt by a court of competent jurisdiction. All rights and obligations in this Agreement shall survive such bankruptcy of either party. The parties hereby forfeit any right to terminate this Agreement upon the bankruptcy of the other party. (e) The default of a successor or assignee of all or any portion of any Developer Party's rights hereunder shall not be deemed a default by such Developer Party. Section 29. Remedies Upon Default. (a) Neither party may terminate this Agreement upon the default of the other party, but shall have all of the remedies enumerated herein. (b) Upon the occurrence of a default by a party to this Agreement which is not cured within the applicable grace period, Developer Parties and the City agree that any party may seek specific performance of this Agreement, and that seeking specific performance shall not waive any right of such party to also seek monetary damages, injunctive relief, or any other relief other than termination of this Agreement. Section 30. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, hereafter be determined to be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect. Section 31. Assignment & Transfer. This Agreement shall be binding upon each Developer Party and its heirs, successors and assigns, including the successor to any Property Interest. Each {29202028;4) 21 Developer Party, in its sole discretion, may assign, in whole or in part, this Agree its rights and obligations hereunder, or may extend the benefits of this Agreement, of a Property Interest without the prior written consent or any other approval of the of any assignment shall be provided to the City in accordance with the requirements o 20. Any such assignee shall in writing in a legal form acceptable to the City Attorney assume applicable rights and obligations under this Agreement, and upon such assumption, the assigning party shall be released from all obligations assumed by such assignee. This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly WILL review the Information at the public hearing to render a recommendation or a final decision. Section 32. Obligations Surviving Termination Hereof Notwithstanding and prevailing over any contrary term or provision contained herein, in the event of any lawful termination of this Agreement, the following obligations shall survive such termination and continue in full force and effect until the expiration of a one year term following the earlier of the effective date of such termination or the expiration of the Term: (i) the exclusive venue and choice of law provisions contained herein; (ii) rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement, and (iii) any other term or provision herein which expressly indicates either that it survives the termination or expiration hereof or is or may be applicable or effective beyond the expiration or permitted early termination hereof. Section 33. Lack of Agency Relationship. Nothing contained herein shall be construed as establishing an agency, partnership or joint venture relationship between the City and Developer Parties and neither Developer Parties nor its employees, agents, contractors, subsidiaries, divisions, affiliates or guests shall be deemed agents, instrumentalities, employees, or contractors of the City for any purpose hereunder, and the City, its contractors, agents, and employees shall not be deemed contractors, agents, or employees of Developer Parties or their subsidiaries, divisions or affiliates. Section 34. Cooperation; Expedited Permitting and Time is of the Essence. (a) The Parties agree to cooperate with each other to the full extent practicable pursuant to the terms and conditions of this Agreement. The Parties agree that time is of the essence in all aspects of their respective and mutual responsibilities pursuant to this Agreement. The City shall use its best efforts to expedite the permitting and approval process in an effort to assist Developer Parties in achieving its development and construction milestones. The City will accommodate requests from Developer Parties' general contractor and subcontractors for review of phased or multiple permitting packages, such as those for excavation, site work and foundations, building shell, core, and interiors. In addition, the City will designate an individual within the City Manager's office who will have a primary (though not exclusive) duty to serve as the City's point of contact and liaison with Developer Parties in order to facilitate expediting the processing and issuance of all permit and license applications and approvals across all of the various departments and offices of the City which have the authority or right to review and approve all applications for such permits and licenses. (b) Notwithstanding the foregoing, the City shall not be obligated to issue development permits to the extent a Developer does not comply with the (29202028;4 } 22 applicable requirements of the Existing Zoning, the Comprehens Agreement and applicable building codes or regulations. Section 35. Enforcement. This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Code. The appllcade decision -making body NOR review the Information at the public hearing to render a recommendation or a final decision. (a) In the event that a Developer Party, its successors and/or assigns fail to act in accordance with the terms of the Existing Zoning, the City shall seek enforcement of said violation upon the property(ies) within the SAP owned by such Developer Party as applicable. (b) Enforcement of this Agreement shall be by action against any parties or person violating, or attempting to violate, any covenants set forth in this Agreement. Each party to any such action shall bear their own attorney's fees. (c) This enforcement provision shall be in addition to any other remedies available at law, in equity or both. Section 36. Amendment or Termination by Mutual Consent. This Agreement may not be amended or terminated during its term except by mutual agreement of a Developer Party and the City. Prior to any amendment or termination of this Agreement during its term, the City shall hold two public hearings before the City Commission to consider and deliberate regarding such amendment or termination. Section 37. Third Party Defense. City and Developer Parties shall, at their own cost and expense, vigorously defend any claims, suits or demands brought against them by third parties challenging the Agreement or the Project, or objecting to any aspect thereof, including, without limitation, (i) a consistency challenge pursuant to Section 163.3215, Florida Statutes (2013), (ii) a petition for writ of certiorari, (iii) an action for declaratory judgment, or (iv) any claims for loss, damage, liability, or expense (including reasonable attorneys' fees). City and Developer Parties shall promptly give the other written notice of any such action, including those that are pending or threatened, and all responses, filings, and pleadings with respect thereto. Section 38. No Conflict of Interest. Developer Parties agree to comply with Section 2-612 of the City Code as of the Effective Date, with respect to conflicts of interest. Section 39. No Third -Party Beneficiary. No persons or entities other than Developer Parties and the City, their heirs, permitted successors and assigns, shall have any rights whatsoever under this Agreement. Section 40. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. Section 41. (a) Estoppel. Upon request from time to time by any Developer Party or its successors and/or assigns, or any holder of a mortgage on any SAP Property owned by a Developer Party, the City shall deliver to such requesting party a letter (in recordable form, if requested, and in a form reasonably acceptable to the City Attorney) stating whether the obligations of such Developer Party or its successor and/or assign under this Agreement are (29202028;4) 23 current and in good standing or have been satisfied. In the event such Develop successor and/or assign is not current in its obligations or such obligations are not letter shall state the particular manner in which such person's obligations under this are not current and in good standing or have not yet been satisfied. No other person oth Developer Party (including its successor or assign), or a mortgagee of any SAP Property ow by such a Developer Party, may request or rely upon such an estoppel. This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. (b) Within thirty (30) days of receipt of written request from a Developer Party or its successor or assign or the holder of a mortgage on any SAP Property owned by a Developer Party or its successor or assign, the City Manager, on behalf of the City, shall execute an estoppel certificate or similar document, in form and substance reasonably acceptable to the City Attorney, affirming the Developer Party's compliance with the conditions set forth in the Agreement. Should the City fail to execute the requested estoppel certificate within the aforementioned time period, the City's non -response shall be presumed to indicate the Developer Party's compliance with the terms of the Agreement. No other person other than a Developer Party (including its successor or assign), or a mortgagee of any SAP Property owned by such a Developer Party, may request or rely upon such an estoppel. NOW, THEREFORE, the City and Developer Parties have caused this Agreement to be duly executed. [Signature blocks for City and Developer Parties] { 29202028;4 J 24 This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly WILL review the Information at the public hearing to render a recommendation or a final decision. IN WITNESS hereof the parties have caused this Agreement to be duly entere signed as of the date written above. Ben Newton LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCI T. S MANAGER, LLC, a Delaw.,e li nixed liability company, its Mana Witnesses: By. Print Name: Title: +8, Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged befor? me this L day of lit, ` '.' t , 2014, by j € ( lit , ` t r, , as f tit t , r 61,; T. of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, in its capacity as Manager of Ben Newton LLC. He is personally known to me or• produeed -as--identification. My commission expires: "tY PUB ALICIA ALONSO-WELCH =t„y * MYCOMMISSION#EE859276 EXPIRES: April 18, 2017 �fArFov oe Bonded Thru Budget Notary Services NOTARY PUBLIC, State of Florida at -Large Print Name: { 29202028;4 ) 25 This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly WILL review the Information at the public hearing to render a recommendation or a final decision. IN WITNESS hereof the parties have caused this Agreement to be duly ente signed as of the date written above. Dacra Design 4141 LLC a Delaware limited liability company, by DACRA 4141 MANAGING MEMBER, INC., a F ri a c ration, its Managing Member Witnesses: By: c Print N Title: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2014, by , f 1 k i ; I.. ,. f „ , as rw `r jlx., of DACRA 4141 MANAGING MEMBER, INC., a Florida corporation, on behalf of that corporation in its capacity as Managing Member of Dacra Design 4141 LLC, a Delaware limited liability company, on behalf of that company. He is personally known to me or- h prnduoed-- =as- -identification - My commission expires: p1PRa4.49eio ALICIAALONSO•WELCH * a �271.44 My COMMISSION # EE 859276 EXPIRES: April 18, 2017 44.0E pz Bonded TMu Budget Wary Services NOTARY PUBLIC, State of Florida at -Large Print Name: {29202028;4) 26 This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. IN WITNESS hereof the parties have caused this Agreement to be duly entere signed as of the date written above. Dacra Design Moore (Del.), LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIAT ANAGER, LLC, a Delaware li i li. `i company, its Manager Witnesses: By: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2014, by II L 1 `) , as I, 1 i} i of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, in its capacity as Manager of Dacra Design Moore (Del.), LLC, who is personally known to me or who produced as identification My commission expires: o pRY,p�si, ALICIA ALONSO-WELCH ` ys * MY COMMISSION # ES 859276 n+° EXPIRES: April 18,2017 d>qTFof Fo Bonded ThN Budd NoterY Sevice °e NOTARY PUBLIC, State of Florida at -Large Print Name: {29202028;4} 27 2014, by IN WITNESS hereof the parties have caused this Agreement to be duly ent signed as of the date written above. FCAA, LLC a Delaware limited liability company, b FCAA Parent, LLC, a Delaware limited liability company, its sole member, by MIAMI DESIGN DISTRICT ASSOCIATA GER, LLC, a Delaware li it 1 bili y company, its Manager This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly WILL review the Information at the public hearing to render a recommendation or a final decision. Witnesses: By: Print Name: Title: Print Name: ' t STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing tinstrument was acknowledged before me this day of I 1 �. �.v t , as 4, ' :a�u of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, in its capacity as Manager of FCAA Parent, LLC, a Delaware limited liability company, the sole member of FCAA, LLC, a Delaware limited liability company, on behalf of that limited liability company. He is personally known to me produced— -asIderitification. My commission expires: 2�1PaY Pp�c ALICIA ALONSO-WacH * MY COMMISSION 1f EE 859278 EXPIRES: April 18, 2017 14,,,.0) Bonded TbruBudget Notary Services Print Name: NOTARY PUBLIC, State of Florida at -Large {29202028;4) 28 IN WITNESS hereof the parties have caused this Agreement to be duly ente signed as of the date written above. Half -Circle Property (Del.) LLC a Delaware limited liability company, by HALF -CIRCLE PARENT, LLC, a Delaware limited liability company, its sole member, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware `tted li X . i ity company, its Manager This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly WILL review the Information at the public hearing to render a recommendation or a final recision. Witnesses: By: Print Name: Title: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of f l 2014, by f k,„ , as V : (C cv 1(,1 of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, the Manager of HALF - CIRCLE PARENT, LLC, a Delaware limited liability company, on behalf of that company in its capacity as sole member of Half -Circle Property (Del.) LLC, a Delaware limited liability company, on behalf of that company. He is personally known to me o produeed- as'dentif cation, My commission expires: ALICIA ALONSOWELCH ""`I`�NOP!@E 859276 tXPI ES: April 18, 2017 Bonded TMr Budget Noisy services NOTARY PUBLIC, State of Florida at -Large Print Name: { 29202028;4 } 29 IN WITNESS hereof the parties have caused this Agreement to be duly ente signed as of the date written above. Lovely Rita Acquisitions, LLC a Delaware limited liability company, by MDDA SWEET BIRD MANAGER, LLC, a Delaware lit da ility company, its Manager This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. Witnesses: By: Print Name: Title: I . Print Name: E I t= STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2014, by r , , as ��� ,;� � � � � : � of MDDA SWEET BIRD MANAGER LLC, a Delaware limited liability company, in its capacity as Manager of Lovely Rita Acquisitions, LLC. He is personally known to me<erprodueed as identification, My commission expires: TFOF FI.o4) ALICIA ALONSO,WELCH MY COMMISSION # EE 859276 EXPIRES: Apr818, 2017 Bonded Thin Budget Notary Services NOTARY PUBLIC, State of Florida at -Large Print Name: {29202028;4) 30 IN WITNESS hereof the parties have caused this Agreement to be duly ente signed as of the date written above. MDDA MORNING DEW, LLC a Delaware limited liability company, by MDDA PHASE III HOLDINGS, LLC, a Delaware limited liability company, its sole member, b IAMI DESIGN DISTRICT ASSOCI �'TE : ►; "A' AGER, LLC, a Delawarilit -e pany, its Managei This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. Witnesses: By: Print Name: Title: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this L� day of 2014, by'c;i i tv r t. , as ` (,.. t. G,€ of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, in its capacity as Manager of MDDA PHASE III HOLDINGS, LLC, a Delaware limited liability company, on behalf of that company in its capacity as sole member of MDDA Morning Dew, LLC, a Delaware limited liability company, on behalf of that company. He is personally known to me or 'prod°uced---as-identification_ My commission expires: 1attr au c ALICIA ALONSOWELCH * MY COMMISSION # EE 859276 EXPIRES: April 18, 2017 FOF Fl.00 Bonded Nu Budge{ Notary Services NOTARY PUBLIC, State of Florida at -Large Print Name: f i; {29202028;4} 31 IN WITNESS hereof the parties have caused this Agreement to be duly ente signed as of the date written above. Witnesses: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly WILL review the Information at the public hearing to render a recommendation or a final decision. Monte Carlo Associates (Del.) LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIIIIIII M •� GER, LLC, a Delawar,`• - liabi Pity company, its Manage Title: The foregoing instrument was acknowledged before me this day of 1 2014, by 3 t �' 4. : ; / , as ; , t r r i Hof MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, in its capacity as Manager of Monte Carlo Associates (Del.) LLC. He is personally known to me or -produced as -identification My commission expires: �Q°';va;o44c ALICIA ALONSO-WELCH * MY COMMISSION # EE 859276 EXPIRES: April 18, 2017 rArt of,,po Banded ThU Budget Notary Services NOTARY PUBLIC, State of Florida at -Large Print Name: (29202028;4) 32 IN WITNESS hereof the parties have caused this Agreement to be duly ente signed as of the date written above. Witnesses: Print Name: +.l STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly WILL review the Information at the public hearing to render a recommendation or a final decision. Norwegian Wood Acquisitions, LL a Delaware limited liability company, by MDDA S .T (' II MANAGER, LLC, a Delawar:` limi d lia ility company, its Managei By: Print Name: Title: The foregoing instrument was acknowledged before me this day of /I L 2014, by ; =r N(A, e, as I''; LE, Iff t):EA` of MDDA SWEET BIRD MANAGER LLC, a Delaware limited liability company, in its capacity as Manager of Norwegian Wood Acquisitions, LLC. He is personally known to me or-produ d as--identif cation. My commission expires: ALIdAALONSO•WELCH MY COMMISSION f EE 859276 aio; EXPIRES: April 18, 2017 Nr4,• OF FoP`e,Q Bonded That Budget Notary SeMces NOTARY PUBLIC, State of Florida at -Large Print Name: / i {29202028;4} 33 IN WITNESS hereof the parties have caused this Agreement to be duly ente signed as of the date written above. Witnesses: Oak Plaza Associates (Del.) LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware"imlte� 'aa ility company, its Manag This submittal needs to be schedu led for a public hearing in accordance with timelines set forth in the city of Miami Code. The appllca hie decision -making bodywll renew the information at the public hearing to render a recommendation or a final decia on. By: Print Name: Title: Print Name: STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) Theforegoing instrumept was acknowledged before me this ` 1 day of 1 2014, by � (f�; , .�� �'�Er Fro , as `rt:xL tof MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, it its capacity as Manager of Oak Plaza Associates (Del.) LLC. He is personally known to me oproduoed— a Ienfiifieation: My commission expires: aog;a %I.T.ko ALICIA ALONSO-WELCH MY COMMISSION # EE 859276 EXPIRES: April 18, 2017 4reor roc Bonded 7hni Budget Notary Sorkes NOTARY PUBLIC, State of Florida at -Large Print Name: PZ-21-10118 11 /07/23 (29202028;4 } 34 This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. IN WITNESS hereof the parties have caused this Agreement to be duly ente signed as of the date written above. Witnesses: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) Penny Lane Acquisitions, LLC a Delaware limited liability company, by MDDA PHASE III HOLDINGS, LLC, a Delaware limited liability company, it's sole Member by MIAMI DESIGN DISTRICT ASSOCIAT AN A GER, LLC, a Delaware 1 .d , bilty company, its Manager By: Print Name: Title: The foregoing instrument was acknowledged before me this day of 2014, by t t,.A,L.,�� , as 11‘ bus„s of MDDA PHASE III HOLDINGS, LLC, a Delaware limited liability company, its sole member by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, in its capacity as Manager of Penny Lane Acquisitions, LLC. He is personally known to me or -produced— --as-identification. My commission expires: 1pµYaPUBv A�IAALpNSOME.LCH a�• o MY COMMISSION # EE 859276 EXPIRES: April 18, 2017 oP Bonded Tixu Budget Notary Services NOTARY PUBLIC, State of Florida at -Large i, Print Name: k, { IN { 29202028;4 } 35 IN WITNESS hereof the parties have caused this Agreement to be duly ent signed as of the date written above. Sweet Virginia Acquisitions LL a Delaware limited liability company, b MDDA PHASE III HOLDINGS, LLC, a Delaware limited liability company, its sole member by MIAMI DESIGN DISTRICT ASSOCIATES MANS,_ ER, LLC, a Delaware 1'ilit, company, its Manager This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. Witnesses: By: Print Name: Title: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acicnowledtged before me this � R day of it 2014, by '; ttA iK ti11., (t ._` chi , as 1 rY h hiul of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, in its capacity as Manager of MDDA PHASE III HOLDINGS, LLC, a Delaware limited liability company, in its capacity as sole member of Sweet Virginia Acquisitions LLC, a Delaware limited liability company, on behalf of that company. He is personally known to me,orprodueed- a identification.. My commission expires: tr.,,4,toc L \pv Bo ided T w Budget Notary SeMcO$ ALICIA fLLONS WELCH MY COMMISSION # EE 859276 EXPIRES: April 18, 2017 NOTARY PUBLIC, State of Florida at -Large Print Name: ti h (29202028;4 } 36 This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. IN WITNESS hereof the parties have caused this Agreement to be duly entei signed as of the date written above. Tiny Dancer Acquisitions LLC a Delaware limited liability company, by MDDA STARDUST,. MANAGER, LLC, a Delaware limited ):{ability company, its Manager Witnesses: By: Print Name: Title: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this Lj day of 2014, by 'V IL, lal.I ! lci l I t r , as V d L rf'l t: of MDDA STARDUST MANAGER LLC, a Delaware limited liability company, in its capacity as manager of Tiny Dancer Acquisitions LLC. He is personally known to me al -produced aswidentification. My commission expires: o,�pPY P�g� ALICIA ALONSO-WELCH * MY COMMISSION # EE 859276 EXPIRES: April 18,2017 rATFOF F�OP\O Bonded Thu Budget Notary Services NOTARY PUBLIC, State of Florida at -Large Print Name: { 29202028;4 ) 37 IN WITNESS hereof the parties have caused this Agreement to be duly entered int as of the date written above. Witnesses: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE Sun King, LLC a Delaware limited liability company, MDDA PHASE III HOLDINGS, LLC, a Delaware limited liability company, its sole member, by MIAMI DESIGN DISTRICT ASSOCIATES MANAG L E, a elaware limited Liability co pant , its Mana:e This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. By: Print Name: Title: The, foregoing instrument was acknowledged before me this Li day of 2014, by €v:t! , as 11 011, LAI 1 of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, in its capacity as Manager of MDDA PHASE III HOLDINGS, LLC, a Delaware limited liability company, in its capacity as sole member of Sun King, LLC, a Delaware limited liability company, on behalf of that company. He is personally known to me of -pro identification My commission expires: °IY � a L�.WE CH aaab�' o MY COMMISSION # EE 859278 EXPIRES: April 18, 2017 dfATFOF Ft.0 Bonded Thu Budget Notary Seiv1Ces a• , NOTARY PUBLIC, State of Florida at -Large Print Name: { 29202028;4 ) 38 IN WITNESS hereof the parties have caused this Agreement to be duly entered int as of the date written above. Uptown Girl Development LLC a Delaware limited liability company, This submittal needs to be schebu led for a public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade deolslon-making body NOR review the Information at the public hearing to render a recommendation or a final decision. MDDA STA Delaware li Manager Witnesses: By: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) ANAGER, LLC, a y company, its The foregoing instrument was acknowledged before me this day of 2014, by ,t,. t. .>>i%i€t,l ii , as 4 !€afitt1 of MDDA STARDUST MANAGER, LLC, a Delaware limited liability company, in its capacity as Manager of Uptown Girl Development LLC. He is personally known to me r--protdured as -identification. My commission expires: 00:.4* o au®o ALICIA ALON30-WELCH �MY COMMISSION # EE 859276 =c * EXPIRES: April 18, 2017 r9t CK FL o� timded rfuu Budget Notary SeMces F NOTARY PUBLIC, State of Florida at -Large Print Name: {29202028;4 } 39 IN WITNESS hereof the parties have caused this Agreement to be duly entered into a as of the date written above, Wesses: Print Name: —1-\1-\\(171 Salk - Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE Flagler Holding Group, Inc, a Florida for -profit corporation By. Print Name: Title: The foregoing instrument was ackn ledged before me this day of AO 2014 by vivio) t as c6-‘ ersonally known'to me or who produced My commission expires: 29202024 ) This su brnittat needs to be schedu Led for a public hearing In accordancewrtm,Irn2s,etfndh in the City of Miami Cede. The appLica decsion-rria king burly NOLL review the Information at the public hearing to render a recommendation or a 1nel decision. of Flagler Holding Group, Inc,, who as identification. NO C, State of Florida at -Large Print Na 40 IN WITNESS hereof the parties have caused this Agreement to be duly ente signed as of the date written above. Witnesses: STATE OF FLORIDA COUNTY OF MIAMI-DADE This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. CITY OF MIAMI, a municipal corpor located within the State of Florida By: Daniel J. Alfonso I City Manager Approved as to legal form and correctness: By: Victoria" Mendez, Esq. City Attorney The foregoing instrument was acknowledged before me this day of 2014, by , in his capacity as City Manager, on behalf of the municipal corporation, who is personally known to me or who produced as identification. My commission expires: i, 1W-11° r q 1 oilk a ,yra,a,,. , (,'� n}� SANQMA MAMA p i a,i :.4, MY COMMISSION N FF ok171 �-;,.."...� �• f EXPIRES: April 20, 2017 �ftt�"'a }Bonded Thru neta!y PuYlb Undenrrkrs I, 4. NOTARY PUBLIC, State -of Florida at -Large Print Name: { 29202028;4 } 41 This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly WILL review the Information at the public hearing to render a recommendation or a final decision. Exhibit "A" Legal Descriptions of the Property {29202028;4) 42 Map #1: La Verne SUBJECT PROPERTY STREET ADDRESS(ES): 90 NE 39th St (Folio No. 01-3124-029-0130) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #2: Elecktra SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: Map #3: Rothman This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making body WILL review the Information at the public hearing to render a recommendation or a final decision. Lots 1, 2 and 3, Block 2, of BILTMORE COURT, ac to the Plat thereof, as recorded in Plat Book 7, at Page 37, o the Public Records of Miami -Dade County, Florida. 3801 NE 1 S` Avenue (Folio No. 01-3124-033-0120 & 01- 3124-033-0100) 100 NE 39th Street (Folio No. 01-3124-030-0210) 105 NE 38th Street (Folio No. 01-3124-033-0110) Lots 21 and 22, LESS the West 13 feet of Lot 22, Block 1, of COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami -Dade County, Florida. Parcel 12B: Lot "B", of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 37, of the Public Records of Miami -Dade County, Florida. Parcel 12C: All of Lots 15, 16, 17, 18, 19, 20 and 23, Block 1, of COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami -Dade County, Florida. Parcel 12D: Lots 12 and 13, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. Parcel 12E: The West 13 feet of Lot 22, Block 1, of COMMERCIAL BUENA VISTA, according to the Plat thereof as recorded in Plat Book 14, Page(s) 56, of the Public Records of Miami - Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 108 NE 39th Street (Folio No. 01-3124-030-0200) {29202028;4 } 43 SUBJECT PROPERTY LEGAL DESCRIPTION: Lot 11, Block 2, of MAGNOLIA COURT, Plat thereof, as recorded in Plat Book 6, at Public Records of Miami -Dade County, Florida Together with an easement over the East 0.12 feet Block 2, of MAGNOLIA COURT, according to the thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida, created by Quit Claim Deed Creating Perpetual Easement, filed September 3, 1985, in Official Records Book 12624, at Page 676. This submittal needs to be schebu led bra public hearing In accordance wiM timelines set forth in the City of Miami Cede. The appllcade decision -making burly will review Me Information at the public hearing to render a recommendation or a final decision. Map #4: Palm Lot SUBJECT PROPERTY STREET ADDRESS(ES): 140 NE 39th St (Folio No. 01-3124-030-0170) SUBJECT PROPERTY LEGAL DESCRIPTION: The West 50 feet of Lot 1, and Lots 7 to 14, both inclusive, and Lots 24 to 31, both inclusive, Block 1, COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami - Dade County, Florida. Also known as: The West 75 feet of Lot 1, less the East 25 feet thereof, and Lots 7 to 14, both inclusive, and Lots 24 to 31, both inclusive, Block 1, COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami -Dade County, Florida. And Parcel 1 OB: Lots 8 and 9, Block 2, of MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. {29202028;4) 44 Map #5: Booth SUBJECT PROPERTY STREET ADDRESS(ES): 3821 NE 15' Court (Folio No. 01-3124-033-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel IA: This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly WILL review the Information at the public hearing to render a recommendation or a final decision. The East 100 feet of Lot 1, all of Lots 2 through 5, Block I, COMMERCIAL BUENAVISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami -Dade County, Florida, Less: That portion thereof beginning at the Northeast corner of Lot 1, Block 1, thence go West 5 feet, thence South 9.30 feet, thence East 0,82 feet, thence South 61.44 feet, thence East 3.8 feet to the East line, thence North 70.9 feet, to the Point of Beginning. { 29202028;4 } 45 Map #6: Booth SUBJECT PROPERTY STREET ADDRESS(ES): 3821 NE Is' Court (Folio No. 01-3124-033-013 SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 1B: This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. Lots 33 through 36, inclusive, Block 1, COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami - Dade County, Florida. And That portion of land thereof beginning 146.40 feet West of the Southeast corner of Lot 8, NEWTON SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 3, at Page 126, of the Public records of Miami -Dade County, Florida, thence run North 137.00 feet; thence West 46.50 feet; thence South 137.00 feet; thence East 46,50 feet to the Point of Beginning. Less and Except: A portion of NEWTON SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 3, at Page 126, of the Public Records of Miami -Dade County, Florida, and being more particularly described as follows: Begin at the Southeast corner of Lot 36, Block 1, COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of said Public Records of Miami -Dade County, Florida; thence South 89°46'20" East along the Easterly projection of the South line of said Block 1, said line also being the North right-of-way line of N.E. 38`h Street as shown on said plat of COMMERCIAL BUENA VISTA for 46.50 feet to a point being 146.40 feet West of the East line of said NEWTON SUBDIVISION and as measured along a line parallel with the centerline of said N.E. 38th Street as shown on said plat of COMMERCIAL BUENA VISTA; thence South 00°00'35" West for 25.00 feet to said centerline of N.E. 38th Street; thence North 89°46'20" West along said centerline of N.E. 38th Street for 46.50 feet to a point on the West line of said NEWTON SUBDIVISION; thence North 00°00'18" East along said West line of NEWTON SUBDIVISION for 25.00 feet to the Point of Beginning. {29202028;4) 46 Map #7: Buena Vista SUBJECT PROPERTY STREET ADDRESS(ES): 180 NE 391" Street (Folio No. 01-3124-030-010 SUBJECT PROPERTY LEGAL DESCRIPTION: This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. Lots 1 to 6, inclusive, and the East 25 feet of Lot 7, in of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami- Dade County, Florida. Beginning at the Southwest corner of Lot 3, in Block 2, of MAGNOLIA COURT; thence run North along the West ends of Lots 3, 2 and 1 of said Block 2, to the Northwest corner of Lot 1, of said Block 2; thence run West 9 feet to the Northeast comer of Lot 4, Block 2, of MAGNOLIA COURT; thence run South along the East side of Lot 4, Block 2, to the Southeast comer of Lot 4 of said Block 2; thence run East 9 feet to the Point of Beginning, being all that certain unnumbered Lot, 9 feet wide by 93.45 feet deep, lying directly West of Lots 1, 2 and 3, of Block 2, MAGNOLIA COURT, and directly East of Lot 4, of said Block 2, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. Lots 1, 2, 3 and 4, of NEWTON'S SUBDIVISION, according to the plat thereof, as recorded in Plat Book 3, at Page 126, of the Public Records of Miami -Dade County, Florida, less the East 20 feet thereof. Begin at the Northwest corner of Lot 1, of NEWTON'S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 3, at Page 126, of the Public Records of Miami - Dade County, Florida; thence West 92.9 feet; thence South 70.9 feet; thence East 46.5 feet; thence South 112.00 feet; thence East 46.4 feet; thence run North 182.9 feet to the point of beginning. Begin at the Northeast corner of Lot 1, Block 1, COMMERCIAL BUENA VISTA SUBDIVISION, a subdivision recorded in Plat Book 14, at Page 56, of the Public Records of Miami -Dade County, Florida, and run West 5.00 feet; thence run South 9.3 feet; thence run East 0.82 feet; thence run South 61.44 feet; thence run East 3.8 feet to the East line of Lot 2 of said subdivision; thence North 70.9 feet to the point of beginning. 29202028:4) 47 Map #8: Buick SUBJECT PROPERTY STREET ADDRESS(ES): 3841 NE 2"D Avenue (Folio No. 01-3219-011-0 SUBJECT PROPERTY LEGAL DESCRIPTION: This submittal needs to be schebu led for a public hearing In accordance wiHr timelines set forth in the City of Miami Cede. The appllcade decision -making body NOR review the Information at the public hearing to render a recommendation or a final decision. The North 68.32 feet of Lot 2, and all of Lot 3, of AMENDED PLAT OF MAGNOLIA PARK, according to Plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida, together with that certain twelve -foot strip of land lying adjacent to and immediately East of the above -described property, said twelve -foot strip having for its Easterly boundary the Florida East Coast Railroad right-of-way. Map #9: Tuttle South SUBJECT PROPERTY STREET ADDRESS(ES): 3725 Biscayne Boulevard (Folio No. 01-3219-045-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: Tract A of VIA TUTTLE SUBDIVISION, according to the plat thereof, as recorded in Plat Book 163, at Page 59, of the Public Records of Miami -Dade County, Florida. a/k/a - Tuttle South — 3725 Biscayne Blvd. formerly described as: Lot 32, less that part in Biscayne Boulevard, and Lots 33 through 36, less the West 6 feet thereof, MAGNOLIA PARK, 2ND AMENDED PLAT THEREOF, according to the Plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida; AND Lots 33, 35 and 37, of BUENA VISTA BISCAYNE BADGER CLUB SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 1, at Page 115, of the Public Records of Miami -Dade County, Florida; AN D The North 34.88 feet of Lot 31 of BUENA VISTA BISCAYNE BADGER CLUB SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 1, at Page 115, of the Public Records of Miami -Dade County, Florida; AN D The East one foot of the West 6 feet of Lot 36, MAGNOLIA PARK, 2ND AMENDED PLAT THEREOF, according to the Plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida. {29202028;4) 48 Map #10: Tuttle North SUBJECT PROPERTY STREET ADDRESS(ES): 299 NE 38th Street (Folio No. 01-3219-01 1-033 SUBJECT PROPERTY LEGAL DESCRIPTION: Map #11: Norwegian Wood* This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making body NOR review the Information at the public hearing to render a recommendation or a final decision. Lots 37, 38 and 39, SECOND AMENDED P MAGNOLIA PARK, Tess right of way of Biscayne Bouleva ., according to the plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 92 NE 40Th Street (Folio No. 01-3124-027-0270) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #12: Casa/Lady Jane* LOTS 1, 2 AND 3, IN BLOCK 3, OF AMENDED PLAT OF COMMERCIAL BILTMORE, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 6, AT PAGE 132, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. SUBJECT PROPERTY STREET ADDRESS(ES): 99 NE 391" Street (Folio No. 01-3124-029-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 1 and 2 , Block 1 of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, Page 37, of the Public Records of Miami -Dade County, Florida. {29202028,4} 49 Map #13: Cumberland/JBL SUBJECT PROPERTY STREET ADDRESS(ES): 100 NE 40" Street (Folio No. 01-3124-028-016 108 NE 40T" Street (Folio No. 01-3124-030-0200) 101 NE 39th Street (Folio No. 01-3124-030-0890) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 1: This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly WILL review the Information at the public hearing to render a recommendation or a final decision. Lots 21, 22 and 23, of SECOND SECTION COMMERCIAL BILTMORE, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. Parcel 2: Lot "A", of BILTMORE COURT, according to the P 1st thereof, as recorded in Plat Book 7, at Page 37 of the Public Records of Miami -Dade County, Florida. Parcel 3: Unnumbered Lot 13 x 100 feet East of Moore Parkway and West of J.W. Wallace Tract, COMMERCIAL BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. Parcel 4: Lot 12, less the East 3 feet thereof, and Lot 13, in Block 1, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida, less that part of said Lot 13 described as follows: Beginning at the Southwesterly corner of Lot 13, Block 1, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida; thence run Eastwardly along the Southerly line of said Lot 13, a distance of Twelve (12) feet to a point of curve; thence run Westwardly and Northwestwardly along the arc of a tangential curve to the right, having a radius of Twenty -Five (25) feet and a central angle of 28°41'07" for a distance of 12.52 feet to a point on the Westerly line of said Lot 13; thence run Southwardly along the Westerly line of said Lot 13 a distance of 3.07 feet to the Point of Beginning. Lot 11, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. Together with easement over East 0.12 feet of Lot 12, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 015, of Public Record of { 29202028;4 } 50 Miami -Dade County, Florida, created by Q granting Perpetual Easement, filed Septem Official Records Book 12624, at Page 676. Map #14: Hale Daniel SUBJECT PROPERTY STREET ADDRESS(ES): 119 NE 39'h Street (Folio No. 01-3124-030-0080) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #15: Oak Plaza Collins This submittal needs to be schebu led bra public hearing In accordance wkh timelines set forth in the City of Miami Code. The appllcade decision -making body NOR review the Information at the public hearing to render a recommendation or a final decision. Lot 11 and the East 3 feet of Lot 12, in Block 1 of MAGNOLIA COURT, according to the Plat thereof as recorded in Plat Book 6, Page(s) 105, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 139 NE 39th Street (Folio No. 01-3124-030-0060) SUBJECT PROPERTY LEGAL DESCRIPTION: LOTS 7 THROUGH 9, INCLUSIVE, BLOCK 1, MAGNOLIA COURT, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 6, AT PAGE 105, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, LESS AND EXCEPT THAT PORTION OF SAID LOT 7 LYING EASTERLY OF THE SOUTHERLY PROLONGATION OF THE WESTERLY LINE OF THE EAST 5.00 FEET OF LOT 12, SECOND SEC I ION, COMMERCIAL BILTMORE, AS RECORDED IN PLAT BOOK 12, AT PAGE 44, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, SAID PORTION OF LOT 7 BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE SOUTHEAST CORNER OF SAID LOT 7; THENCE SOUTH 89°58'58" WEST ALONG SOUTH BOUNDARY OF SAID LOT 7, FOR A DISTANCE OF 43.98 FEET; THENCE NORTH 00°01'50" WEST ALONG THE SOUTHERLY PROLONGATION OF THE WESTERLY LINE OF THE EAST 5.00 FEET OF SAID LOT 12, FOR A DISTANCE OF 93.23 FEET TO THE NORTH BOUNDARY OF SAID LOT 7; THENCE NORTH 89°59'41" EAST ALONG THE NORTH BOUNDARY OF SAID LOT 7, FOR A DISTANCE OF 43.98 FEET TO THE NORTHEAST CORNER OF SAID LOT 7; THENCE SOUTH 00°01'50" EAST ALONG THE EAST BOUNDARY OF SAID LOT 7, FOR A DISTANCE OF 93.22 FEET TO THE POINT OF BEGINNING. (29202028;4 } 51 This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making bodywILL review the Information at the public hearing to render a recommendation or a final decision. Map #16: Oak Plaza Loggia SUBJECT PROPERTY STREET ADDRESS(ES): 163 NE 39th Street (Folio No, 01-3124-030-0050) SUBJECT PROPERTY LEGAL DESCRIPTION: LOT 6 AND THAT PORTION OF LOT 7, BLOCK 1, MAGNOLIA COURT, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 6, AT PAGE 105, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, LYING EASTERLY OF THE SOUTHERLY PROLONGATION OF THE WESTERLY LINE OF THE EAST 5.00 FEET OF LOT 12, SECOND SECTION, COMMERCIAL BILTMORE, AS RECORDED IN PLAT BOOK 12, AT PAGE 44, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, SAID PORTION OF LOT 7 BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE SOUTHEAST CORNER OF SAID LOT 7; THENCE SOUTH 89°58'58" WEST ALONG SOUTH BOUNDARY OF SAID LOT 7, FOR A DISTANCE OF 43.98 FEET; THENCE NORTH 00°01'50" WEST ALONG THE SOUTHERLY PROLONGATION OF THE WESTERLY LINE OF THE EAST 5.00 FEET OF SAID LOT 12, FOR A DISTANCE OF 93.23 FEET TO THE NORTH BOUNDARY OF SAID LOT 7; THENCE NORTH 89°59'41" EAST ALONG THE NORTH BOUNDARY OF SAID LOT 7, FOR A DISTANCE OF 43.98 FEET TO THE NORTHEAST CORNER OF SAID LOT 7; THENCE SOUTH 00°01'50" EAST ALONG THE EAST BOUNDARY OF SAID LOT 7, FOR A DISTANCE OF 93.22 FEET TO THE POINT OF BEGINNING. Map #17: Oak Plaza KVA SUBJECT PROPERTY STREET ADDRESS(ES): 150 NE 40th Street (Folio No. 01-3124-028-0080) SUBJECT PROPERTY LEGAL DESCRIPTION: The West 20 feet of Lot 12, and all of Lot 13, of COMMERCIAL BILTMORE, SECOND SECTION, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. Also known as: 129202028;41 52 The West 20 feet of Lot 12, and all of Lot SECTION, COMMERCIAL BILTMORE 19 the plat thereof, as recorded in Plat Book 12, at Public Records of Miami -Dade County, Florida. Map #18: Oak Plaza Twery SUBJECT PROPERTY STREET ADDRESS(ES): 160 NE 40th Street (Folio No. 01-3124-028-0060) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #19: Thomas Maier This submittal needs to be schebu led bra public hearing In accordance wilt timelines set forth in the City of Miami Cede. The appllcade decision -making body WILL review the Information at the public hearing to render a recommendation or a final decision. Lots 10, 11 and the East 5 feet of Lot 12, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded In Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida SUBJECT PROPERTY STREET ADDRESS(ES): 170 NE 40`r' Street (Folio No. 01-3124-028-0040) SUBJECT PROPERTY LEGAL DESCRIPTION; Lots 7 and 8, of COMMERCIAL BILTMORE SECOND SECTION, according to the Plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. (29202028;4) 53 Map #20: Melia SUBJECT PROPERTY STREET ADDRESS(ES): 3930 NE 2ND Avenue (Folio No. 01-3124-028-0 SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 3: This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. Lots 1 through 6 inclusive, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida, and Lots 1 through 4, inclusive, Block 1, and unnumbered Lot East of Lot 4, Block 1, of MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. LESS Those portions of Lots 1, 2 and 3, Block 1, MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: The East 10 feet of Lots 1, 2 and 3, and the external area of a circular curve, contained within said Lot 3, concave to the Northwest having a radius of 25 feet and tangents which are 25 feet North of and parallel with the centerline of N.E. 39th Street and 35 feet West of and parallel with the centerline of N.E. 2"d Avenue; AND LESS Those portions of Lots 1, 2 and 3, SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: The East 2 feet of Lots 1, 2 and 3, and the external area of a circular curve, contained within said Lot 3, concave to the Southwest having a radius of 25 feet and tangents which are 33 feet South of and parallel with the centerline of N.E. 40th Street and 35 feet West of and parallel with the centerline of N.E. 2"d Avenue. (29202028;4) 54 Map #21: Newton SUBJECT PROPERTY STREET ADDRESS(ES): 201 NE 39`h Street (Folio No. 01-3129-012-001 SUBJECT PROPERTY LEGAL DESCRIPTION: This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making body NOR review the Information at the public hearing to render a recommendation or a final decision. Lots 1 and 2 and the 10.00 foot easterly adjacent alley, PL SHOWING RESUBDIVISION OF LOTS 4, 5, 6 & 7 OF SECOND AMENDED PLAT OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book 4, at Page 150, of the Public Records of Miami -Dade County, Florida. Map #22, #28, #29, #30, #31, #32, #33, & 34: Asi-Casa* SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: Map #22 SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: 60 NE 415T Street (Folio No. 56 NE 41" Street (Folio No. 42 NE 41 S` Street (Folio No. 34 NE 41" Street (Folio No. 90 NE 41" Street (Folio No. 84 NE 41 S` Street (Folio No, 80 NE 41" Street (Folio No. 81 NE 40`h Street (Folio No, Parcel 1: 01-3124-024-1390) 01-3124-024-1400) 01-3124-024-1410) 01-3124-024-1420) 01-3124-024-1360) 01-3124-024-1370) 01-3124-024-1380) 01-3124-027-0130) Lots 4, 5, 6, 7 and 8, Block 9, of BILTMORE, according to Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Parcel 2: Lots I, 2, and 3, Block 9, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. 81 NE 40`h Street (Folio No. 01-3124-027-0130) Parcel 3: Lots 5, 6, and 7, Block 2, of COMMERCIAL BILTMORE AMENDED, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, on the Public Records of Miami -Dade County, Florida {29202028:4) 55 Map #23: Suttin* SUBJECT PROPERTY STREET ADDRESS(ES): 95 NE 40T" Street (Folio No, 01-3124-027-0120) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #24: Rosen This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making body NOR review the Information at the public hearing to render a recommendation or a final decision. Lots 1, 2, 3 and 4 of Block 2, of Commercial Amended, according to the Plat thereof, as recorded in Book 6, at page 132, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 151 NE 40th Street (Folio No, 01-3124-027-0060) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 13 and 14, Block 1 of AMENDED PLAT OF COMMERCIAL BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. Map #25: Mosaic/Chatham SUBJECT PROPERTY STREET ADDRESS(ES): 155 NE 40th Street (Folio No. 01-3124-027-0040) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 3A: Lots 8, 9, 10, 11 and 12, Block 1, of AMENDED PLAT OF COMMERCIAL BILTMORE, according to the plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. {29202028;4) 56 Map #26, #27, #35, #41, & #42: Moore — Garden Lounge / Moore Buildin SUBJECT PROPERTY STREET ADDRESS(ES): 175 NE 40T" Street (GL) (Folio No. 01-3124-02 4040 NE 2"d Avenue (Folio No. 01-3124-027-002 SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 9A: This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making body NOR review the Information at the public hearing to render a recommendation or a final decision. Lots 3, 5, 6 and 7, of AMENDED PLAT OF A PORTION OF BLOCK 10 OF BILTMORE SUBDIVISION AND A PORTION OF BLOCK 1 OF THE AMENDED PLAT OF COMMERCIAL BILTMORE SUBDIVISION, according to the Plat thereof,as recorded in Plat Book 45, at Page 55, of the Public Records of Miami -Dade County, Florida. Parcel 9B: Lots 1, and 2, in Block 10, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Parcel 9C: Lots 2, 3 and 4, in Block 1, of AMENDED PLAT OF COMMERCIAL BILTMORE 1921, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. Map #42_ Uptown Girl SUBJECT PROPERTY STREET ADDRESS(ES): 77 NE 41s` Street (lot) (Folio No, 01-3124-024-1340) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 9E: Map #35, #42_ Lot 22 and the East 'A of Lot 21, in Block 8, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. FCAA Moore 140 / Moore 77 / Moore 115 SUBJECT PROPERTY STREET ADDRESS(ES): 140 NE 41S` Street (lot) (Folio No, 01-3124-024-1500) 115 NE 41S` Street (lot) (Folio No. 01-3124-024-1150) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 9B: Lot 8, in Block 10, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Parcel 9D: ;29202028;4) 57 Lots 3 and 4, in Block 7, of BILTMORE, acco thereof, as recorded in Plat Book 6, at Page 6 , Records of Miami -Dade County, Florida. This submittal needs to be schebu led bra public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making body WILL review the Information at the public hearing to render a recommendation or a final decision. (29202028;4) 58 Map #36: Mosaic (Lot) SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: Map #37: Rosen Lot SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: Map #38: Palmer Building SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly WILL review the Information at the public hearing to render a recommendation or a final decision. 144 NE 41' Street (Folio No. 01-3124-024-149 Parcel 3B: Lot 7, in Block 10, of BILTMORE SUBDIVISION, according to the plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. 150 NE 41S' Street (lot) Lot 6, in Block 10, of BILTMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. 158 NE 41S' Street (Folio No. 01-3124-024-1470) Lot 5 and the West 20 feet of Lot 4, Block 10, BILTMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records, Miami -Dade County, Florida, Excepting therefrom the following part of the West 20 feet of Lot 4: Begin at the Southwest corner of said Lot 4, Block 10, of the aforesaid BILTMORE SUBDIVISION; thence East along the South line of said Lot 4 for a distance of 20 feet; thence North parallel with the West line of said Lot 4 for a distance of 20 feet to a point; thence Southwesterly along a tangent circular curve having a radius of 20 feet through a central angle of 90 degrees for an arc distance of 31.42 feet to the Point of Beginning. (29202028;4 ) 59 Map #39 & #40: Asi-Melaleuca SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: Map #43: Scarlet Begonia SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: Map #44: FCAA SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making body NOR review the Information at the public hearing to render a recommendation or a final decision. 53 NE 41 ST Street (Folio No, 01-3124-024-1320) 61 NE 415t Street (Folio No. 01-3124-024-1330) Lots 19, 20 and West'/2 of Lot 21, Block 8, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. 135 NE 41s' Street (Folio No. 01-3124-024-1160) Lot 5, Block 7, of BILTMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. 150 NE 42"d Street (Folio No. 01-3124-024-1550) The West 325 feet of that certain tract of land in the city of Miami bounded on the North by N.E. 42"d Street, on the South by N.E. 41s' Street, on the East by N.E. Second Avenue and on the West by the East lines of Lots 5 and 6, Block 7, BILTMORE, a subdivision shown by plat of record in Miami - Dade County, in Plat Book 6, at Page 67, Also known as: A portion of the West 325 feet of that certain Lot of Land, 432 feet East and West and 204.6 feet North and South, Tying directly East of and adjoining Lots 5 and 6, Block 7, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida, of said Plat shown as Z.T. MERRITT HOME, said Lot lying in the Southeast corner of the NE '/. of the SE '/4 of section 24-53-41. { 29202028;4 ) 60 Map #45: 4100/Lee* SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: Map #46: 4141 SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly WILL review the Information at the public hearing to render a recommendation or a final decision. 4100 NE 2"° Avenue (Folio No, 01-3124-024-156 4200 NE 2"d Avenue (lot) (Folio No, 01-3124-024-09 Parcel 4A: The East 107 feet of that certain tract of land 432 feet East and West by 204.6 feet North and South, lying directly East of and adjoining Lots 5 and 6, in Block 7, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Together with nonexclusive easement of ingress, egress, parking and construction and maintenance of a pedestrian bridge as set forth in that Reciprocal Bridge Easement and Parking Agreement, dated July 20, 1988, and recorded August 1, 1988, in Official Records Book 13769, at Page 2966, of the Public Records of Miami -Dade County, Florida. Parcel 4B: Lot 1, less the East 5 feet thereof, Block 6, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. 4141 NE 2ND Avenue (Folio No. 01-3219-009-0010) Tract A and Tract 1, REVISED PLAT OF TRACT "A" AND BLOCKS 1, 2, 3, 8, 9, 10, 11 AND 12 OF BRENTWOOD, according to the plat thereof, as recorded in Plat Book 44, Page 6, of the Public Records of Miami -Dade County, Florida, formerly known as Tract "A'I and Lots 1, 2, 3, 4 and 5, Block 1, of BRENTWOOD, according to the plat thereof as recorded in Plat Book 40, Page 66, of the Public Records of Miami - Dade County, Florida. {29202028;4} 61 Map #47: 4200* SUBJECT PROPERTY STREET ADDRESS(ES): 4200 NE 2"d Avenue (lot) (Folio No. 01-3124-0 SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 4B: Map #48: Flagler This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making body NOR review the Information at the public hearing to render a recommendation or a final decision. Lot 1, less the East 5 feet thereof, Block 6, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 4218 NE 2ND Avenue (Folio No. 01-3124-024-0940) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #49: 4240 Lot 2, 3 and 24, Block 6, BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 4240 NE 2ND Avenue (Folio No. 01-3124-024-0950) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #50: City Garage* Lot 4, less the East 5 feet thereof, in Block 6, BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 3800 NE 1' Avenue (Folio No. 01-3124-033-0240) SUBJECT PROPERTY LEGAL DESCRIPTION: COMM BUENA VISTA PB 14-56 LOTS 2 THRU 14 BLK 2 LOT SIZE 31521 SQ FT OR 21215-1039 0403 3. Map #51: Sebastien* SUBJECT PROPERTY STREET ADDRESS(ES): 35 NE 38T" Street (Folio No. 01-3124-033-0370) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 15, 16, 17, and 18 Block 2, COMMERCIAL Buena Vista, according to the Plat thereof, as recorded in Plat Book 14 at page 56, of the Public Records of Miami -Dade County, Florida. 129202028;4 } 62 Map #52: Spear SUBJECT PROPERTY STREET ADDRESS(ES): 3815 NE Miami Court (Folio No. 01-3124-033- SUBJECT PROPERTY LEGAL DESCRIPTION: That portion of Lots 19, 20 and 21 of COMMERCIAL Buena Vista, according to the Plat thereof, as recorded in Plat Book 14 at Page 56, of the Public Records of Miami -Dade County, Florida, lying West of the West line of Lot 6, of Block 2 of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 37, of the Public Records of Miami -Dade County, Florida. NOTICE This submittal needs to be schebu led bra public hearing in accordance wkh timelines set forth in the City of Miami Cede. The applica decision -making body NC review the Information at the public hearing to render a recommended on or a final becla on. Map #53: Always Flowers SUBJECT PROPERTY STREET ADDRESS(ES): 50 NE 39`h Street (Folio No. 01-3124-029-0150) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #54, 55 & 56: Lydia SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: All of Lot 7 and Lot 8, less the following described property: Beginning at the Northeast corner of Lot 8, in Block 2, o f BILTMORE COURT, according to the Plat thereof, as recorded in Plat book 7, at Page 37, of the Public Records of Miami -Dade County, Florida; thence run West along the North line of said Lot 8, a distance of 50.02 feet to the Northwest corner of said Lot 8; thence run South along the West line of Said Lot 8, a distance of 89.30 feet to the Southwest corner of said Lot 8; thence run East along the South line of said Lot 8, a distance of 30.92 feet to a point; then run North along a line parallel with and 30.92 feet East of the West line of said Lot 8, for a distance of 70.27 feet to a point of curve; thence run Northerly and Easterly along the arc of a curve having a radius of 19.15 feet and a central angle of 90 01'53 for an arc distance of 30.10 feet to the Northeast corner of said Lot 8, which is the point of beginning, all in Block 2, of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 27, of the Public Records of Miami -Dade County, Florida. 30 NE 39`h Street (Folio No. 01-3124-029-0160) 3840 NE Miami Court (Folio No. 01-3124-026-0220) 3825 N. Miami Avenue (Folio No. 01-3124-029-0170) Lot 9, less the East 15 feet, and Lots 10 through 13, inclusive, Block 2, of BILTMORE COURT, according to the Plat thereof, recorded in Plat Book 7, Page 37, of the Public Records of Miami -Dade County, Florida, less that portion of Lot 11, Block 2, taken by Eminent Domain pursuant to Final Judgment under Clerk's File No. 69R-17950, described as follows: All that part of Lot 11, Block 2, of "BILTMORE COURT" which lies within the external area formed by a 25 foot radius (29202028;4) 63 Map #57, 58 & 59: Marcy SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: Map #60 & 61: Madonna arc, concave to the Southeast, tangent to the Lot 11 and tangent to a line that is 10 feet Ea to the West line of said Lot 11. AN D This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making body NOR review the Information at the public hearing to render a recommendation or a final decision. Lot 4, less the West 15 feet and Lot 5, Block 3, "CENTRAL ADDITION BUENA VISTA", according to the Plat thereof, as recorded in Plat Book 3, Page 191 of the Public Records of Miami -Dade County, Florida. 3852 N. Miami Avenue (Folio No. 01-3124-021-0940) 20 NW 39`h Street (Folio No. 01-3124-021-0950) 28 NW 39`h Street (Folio No. 01-3124-021-0960) Lot 1-4, Block 6, PRINCESS PARK, according to the plat thereof as recorded in Plat Book 6, Page 87, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 3900 N. Miami Avenue (Folio No. 01-3124-021-0580) 21 NW 39th Street (Folio No. 01-3124-021-0570) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 22, 23 and 24, in Block 3, of PRINCESS PARK, according to the Plat thereof, as recorded in Plat Book 6, at Page 87, of the Public Records of Miami -Dade County, Florida. Map #62: Uptown Girl SUBJECT PROPERTY STREET ADDRESS(ES): 4100 NE I SI Avenue (Folio No. 01-3124-024-1350) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 23 and 24, LESS the North 46 feet thereof, in Block 8 of BILTMORE, a subdivision, according to the Plat thereof, as recorded in Plat Book 6, Page(s) 67, of the Public Records of Miami -Dade County, Florida. Map #63: Tiny Dancer SUBJECT PROPERTY STREET ADDRESS(ES): 4039 NE 1ST Avenue (Folio No. 01-3124-024-1540) SUBJECT PROPERTY LEGAL DESCRIPTION: Lot 12, in Block 10, of BILTMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Dade County, Florida, now know as Miami -Dade County, Florida. (29202028;4) 64 Note: All Map # references relate to Pg. A 1.4 and A 1.5 of the Miami Design District Retail Street S Area Plan Design Concept Book. This submittal needs to be schedu led for a public hearing in accordance with timelines set forth in the city of Miami Code. The appllca hie decision -making bodywll renew the information at the public hearing to render a recommendation or a final decia on. PZ-21-10118 11/07/23 (29202028;4) 65 This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. Exhibit "B" Miami Design District Retail Street SAP Regulating Plan and Design Concept Bo Please refer to Legistar File No. 11-01196ap 1 for a copy of the Miami Design District Retail Street SAP Regulating Plan & Concept Book. The Development Agreement will be considered by the City Commission as a companion item to the above -referenced file. (29202028;4 } 66 This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making burly NOR review the Information at the public hearing to render a recommendation or a final decision. Exhibit "C" Retail Developer Party Retail Developer Party Entities: Dacra Design Moore (Del.), LLC FCAA, LLC Oak Plaza Associates (Del.) LLC {29202028;4) 67 This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Cede. The appllcade decision -making body WILL review the Information at the public hearing to render a recommendation or a final decision. Exhibit "D" Letter of support from Buena Vista East Historic Neighborhood Association dated November of 2011 {29202028;4) 68 November 22"d, 2WJ. Rich Rairnann President Buena Vim East Historic Neighborhood Association RE; Understanding between Dacra and the BVEHNA Dear Rich, We appreciate the time you and other members of your boards have taken to meet with us about the development plans for the Design District. Based upon those meeting% we have made some -design changes to the plan with your guidance, and those are outlined below, With the incorporation of these changes, the Associations have agreed to support our development plan as It goes through the SAP and other entitlement hearing processes, Modifications to our plans shall included the hollowing; t, 'Dacra agrees that there will not be a garage entrance, nor any dumpster storage anywhere along the NE 421 a 5t. facade of our development, 2. The BVEHNA is not opposed to a department store entrance on the NE 42' St. facade, and Dacra will use its bast efforts to work with the future tenant to have an entrance from the department store out to NE 424' 5t, 3. Dacra will increase the setback of the NE 42"d St. facade from 5 ft. to 10 ft. et the 1' floor, and will set back the 2" floor further 5 ft. 4, This setback area will include a landscape wall, We will remove water features from this wall and Instead include staggered planters as one element of the design. 5, At the request of 4VEHNA9 Dacra will eliminate the park it was proposing and Instead will work with BVEHNA to design the south side of the NE 4-2""ISt, right-of-way (sidewalks and swale.) to incltui. a nmoreantensive-lands.oaping olen,and.potential meandering sidewalklayout, 6, DACRA will exceed any required tree mitigation es part of our development plan, with possible relocation of trees to the BVEHNA. 1, DACRA will advocate and essist BVEHNA with beautification efforts on N, Miami Avenue up to 5411' St. 8. DACRA is supportive ofthe efforts of BVEHNA to have one way streets and partial closures througltauttha'resid'entiel neighborhood, Sincerely, Craig Robin Acknowledged, h Raimarsn, President BVEHNA This submittal needs to be schebu led for a public hearing In accordance wkh timelines set forth in the City of Miami Code. The appllcade decision -making body NOR review the Information at the public hearing to render a recommendation or a final decision. INDEX FOR DOCUMENTS PZ-21-10118 — Groot Design District Hospitality LLC d/b/a Swan Miami — 90 NE 3 1. PAP-1— Permit application 2. PZD-1— Letter of Intent 3. PZD-2 — Business Plan 4. PZD-3 — State Seating License 5. PZD-4 — Warranty Deed 6. PZD-5 - GiS 7. PZD-6 — Warrant Final Decision 8. PZD-7 — Occupant Load Certificates 9. PZD-8 — State Seating License 10. PZD-9 — State Alcohol License 11. PZD-10 — Certificate of Use 12. PZD-11 - Lease 13. PHO-1— Outside restaurant 14. PHO-2 — Outside restaurant 15. PHO-3 — Inside restaurant 16. PHO-4 — Inside restaurant 17. PHO-5 — Inside restaurant 18. PHO-6 — Inside restaurant This submittal needs to be scheduled fora puboc hearing In accordance whh timelines set forth in the City of Miami Code. The applies Lie decision -malting body will revIew the information at the pubec hearing to render a recommendation or a final decld on. PZ-21-10118 11/07/23 GRAPHIC SCALE 11 IN FEET ) CURB tt ABBREVIATIONS: N89'5822"E Far Z, Qi ov reE re�,o �N89'58'22"E (C) EA ACE OF CONC 'NALL WEST sae, ALMA J NSPS LAND TdrunLE SUFIVEIY ASPHALT PAVEMENT s0 m) nPIPS. dl'l�el'illJldll a, acre i 0 125.12' C Fa�ona,ES ww0osre tto �t aMsns or TWO STORY BUILDING 90 NE 39th STREET N89'48'27"W(C) LEGEND: POso PeCx re« As PALM TREE VALVE 08 PPE PPORPOO 5 a 000 AA LOT 2 BLOCK 2 BILTMORE COURT P.B. 7, PG. 37 yobs) LAVERNE BUILDING 90 NE 39th STREET MIAMI, FL PsoTr"t°) d=90'00'25"(C) R=25.00'(C) L=39.27(C) CMS ® PLANTER0 a°En �ore,n,reo „rerA cus o cv are 7� — — LOT I xMosaa 1 I PR[OErva�a��q -e�°to,no t�NE o E4, 150.1070) TRACT A LETTER CARRIER PROPERTY ASPHALT DwSEnA> P.D. 78, PG. 10 NOT A PART o ,T.re Ercre nse Ea nE 3s, uc TITLE EXCEPTIONS: EKE MEE so, J 180.13' 50 sEd N89'48'27"Wv 30. 00' SDI 30.00 " 35.00' LOGIVVION SEKEAFGER SCALE: 1"= 200' I FCAI OFSCRIPTION. (As PER TniE CouuLanrEM) TRACT , (Lover, Bulidi„) Zse 33 714 Pua:c 11.e0 s or roan ooee crounry. ATZA.T 1" me-eor, os ,eco-aea �o vior eoor SURVEYOR'S NOTES: SI IRYEYOR'S (FRTIFIfATIMJ. o,ea, DO) anv uC SOB :"OS- 0 �mas�i pa :718. s. ,r.s,re ,z ore ,z w soeLe.a IDe,ex v nms. ILVs Digitally signed by AlbertoRabonet z 82 00 ! m U m 10 17.3 03-87098 1 of 2 DC-5637 TRACT 3 (3) on .:o�n Rannn. ora �x,ee on u., enaaL ,w ,ere,en�en era n ,lam c nani ,��L ;na s"gin nw.ne THE PLANNING & ZONING RESOURCE COMPANY PZR 1300 South , L iSa =law.CCrON REPORT ZONING AND SITE REQUIREMENTS SUMMARY PZR REPORT. FOR: CITY VIEW GARAGE 3800 NORTHEAST 1.. AVENUE MIAMI, FLORIDA AND PENNY LANE 50 NORTHEAST 39. STREET MIAMI, FLORIDA AND LAVERNE 90 NORTHEAST 39 0 STTREET MIAMI, FLORIDA Prepared For: TBD ALMA J NSPS LAND Wier-PLRWier-PLR SURIVME THE PLANNING & ZONING RESOURCE COMPANY4040-200.8 247-1 ZONING AND SITE REQUIREMENTS SUMMARY P Location and Sin Olt y Miang Rod. Gamps Laverne xnmxm •ne�nny tans ma f=t1111=InarStLer .—Fee Fah.. Laind Um rind Zoning x w5aoamxonnw o.eNneeen enan aepewi�®enn rcreo Zoning Re,naxn. mn.m.uw' ni •.lorwnMinimum w amI rmx=ae.en. x=ru Sp.es LAVERNE BUILDING 90 NE 39th STREET MIAMI, FL IV. Proper,paciliutpan Pint Sne Maury a. Me Plan Approval or Planne, LIM...went? Olneri is taoexyp mwrc a auam Mtlw4M Maximum ailamg Hay orstone. L uroemane re wn aw,da,waxy and P una r 14.1rt me Me Ana Re.nwemmerom..m.tweft coda e.ammwnemwmN..aL.S.L co of ha Ole AS yea M netuni a.s. eRpoawn. me public enemy. the n.40mInlmawmay. M wewa. me raµeema I w rw.vmwnron m um nonce. amid" 5nammre In snow wnn ending mat Waive. oil *:. of Otis emea me e' m approval. nepxmrentar reconewcron May eepemnm mine !al> e lweLo w w. mm the *ad .nan wee owner of um (e)rn ..f.acemen. r reconstruction mreasonably necessary o Lbw. are fel rn=trtra ronnIng Use�riZo uera eunn ma. me Fla Building Co.. 82 0J� F ro U N fK w' 03-87098 2 of 2 DC-5637 TRACT 3 (3) This submittal needs to be schebu led fora public hearing tn accordance wilt idmetines set forth In the City of Mlarni Code. The applicable decision -making body will renewthe Information at the public hearing to render a recommendation or a final deci9on. ThIs submittal needs to be schebu led fora public hearing tn accordance wXh tlmetines set forth In the City of Mlaml Code. The applica tie deelsion-making body will renew the lnformaion at the public hearing to render a recommendation or a final deci9on. PZ-21-10118 11/07/23 ThIs au brnittat needs to be scheduled tore public hearing tn accordance vethtirne[ines set forth In the City of Mlerni Code The applIcabLe daemon -making body wILI rummy the i riforrriatori at the public hearing to render recommendation or a finaL decIdon ThIs aubmittal needs to be scheduled fora public hearing tn accordance whh timelines set forth In the City of Mleml Cade. The epplIcabLe daemon -making body will renew the intormation at the public hearing to render recommendation or a final decidon. PZ-21-10118 11/07/23 This aubmftal needs to be scheduled fora public hearing rcortlance with timelines set forth In the City of Miami Code. The appllrabLe decmon-makingbody will renewtheinformatlon at the public hearing to render recommendation or a final decidon. PZ-21-10118 11/07/23 Ths bmtat needs to be schedu Led tore public hearing accordance 'oath rneines set forth In the City of Man Code The applIcabLe daemon -making body wILI rummy the i riforrria-Uori at the public hearing to render recommendation or a finaL decAon EXHIBIT "A" LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF MIAMI-DADE, STATE OF FLORIDA, AND IS DESCRIBED AS FOLLOWS: TRACT 1: The North 68.32 feet of Lot 2, and all of Lot 3, of SECOND AMENDED PLAT OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida, together with that certain twelve -foot strip of land lying adjacent to and immediately East of the above -described property, said twelve -foot strip having for its Easterly boundary the Florida East Coast Railroad right-of-way. TRACT 2: Tracts A, B, C, D, E, F and G of PALM WAY SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 170, at Page 32, of the Public Records of Miami -Dade County, Florida. TRACT 3: Lots 1, 2 and 3, Block 2, of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 37, of the Public Records of Miami -Dade County, Florida. TRACT 4: Parcel 1: Lots 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14, in Block 2, of COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami -Dade County, Florida. Parcel 2: Lots 15, 16, 17 and 18, Block 2, of COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami - Dade County, Florida. LESS A portion of Lot 18, of Block 2, COMMERCIAL BUENA VISTA, according to the Plat thereof as recorded in Plat Book 14 at Page 56, in the Public Records of Miami -Dade County, Florida, being more particularly described as follows: The External Area of a 25.00 foot radius circular curve tangent to the South and West Lines of said Block 2, COMMERCIAL BUENA VISTA, according to said Plat recorded in Plat Book 14 at Page 56, in the Public Records of Miami -Dade County, Florida. All of the foregoing containing approximately an area of 133 square feet. TRACT 5: Lots 1 and 2 and the 10.00 foot Easterly adjacent alley, PLAT SHOWING RESUBDIVISION OF LOTS 4-5-6 & 7 OF SECOND AMENDED PLAT OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book 4, at Page 150, of the Public Records of Miami -Dade County, Florida. TRACT 6: Lots 1 through 6 inclusive, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida, and Lots 1 through 4, inclusive, Block 1, and unnumbered Lot East of Lot 4, Block 1, of MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. LESS Those portions of Lots 1, 2 and 3, Block 1, MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: The East 10 feet of Lots 1, 2 and 3, and the external area of a circular curve, contained within said Lot 3, concave to the Northwest having a radius of 25 feet and tangents which are 25 feet North of and parallel with the centerline of N.E. 39'11 Street and 35 feet West of and parallel with the centerline of N.E. 2" Avenue; AND LESS Those portions of Lots 1, 2 and 3, SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: The East 2 feet of Lots 1, 2 and 3, and the external area of a circular curve, contained within said Lot 3, concave to the Southwest having a radius of 25 feet and tangents which are 33 feet South of and parallel with the centerline of N.E. 40th Street and 35 feet West of and parallel with the centerline of N.E. 2" Avenue. TRACT 7: Lots 7 and 8, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the Plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami - Dade County, Florida. TRACT 8: Parcel 1: Lots 10, 11 and the East 5 feet of Lot 12, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. Parcel 2: The West 20 feet of Lot 12, and all of Lot 13, of COMMERCIAL BILTMORE, SECOND SECTION, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. Also known as: The West 20 feet of Lot 12, and all of Lot 13, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. Parcel 3: Lot 6 and that portion of Lot 7, Block 1, MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida, lying Easterly of the Southerly prolongation of the Westerly line of the East 5.00 feet of Lot 12, SECOND SECTION, COMMERCIAL BILTMORE 1924, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida, said portion of Lot 7 being more particularly described as follows: Begin at the Southeast corner of said Lot 7; thence South 89=58'58" West along South boundary of said Lot 7, for a distance of 43.98 feet; thence North 00°01'50" West along the Southerly prolongation of the Westerly line of the East 5.00 feet of said Lot 12, for a distance of 93.23 feet to the North boundary of said Lot 7; thence North 89'59'41" East along the North boundary of said Lot 7, for a distance of 43.98 feet to the Northeast comer of said Lot 7; thence South 00°01'50" East along the East boundary of said Lot 7, for a distance of 93.22 feet to the point of beginning. Parcel 4: Lots 7 through 9, inclusive, Block 1, MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida, Less and except that portion of said Lot 7 lying Easterly of the Southerly prolongation of the Westerly line of the East 5.00 feet of Lot 12, SECOND SECTION, COMMERCIAL BILTMORE 1924, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida, said portion of Lot 7 being more particularly described as follows: Begin at the Southeast comer of said Lot 7; thence South 89`58'58" West along South boundary of said Lot 7, for a distance of 43.98 feet; thence North 00"01'50" West along the Southerly prolongation of the Westerly line of the East 5.00 feet of said Lot 12, for a distance of 93.23 feet to the North boundary of said Lot 7; thence North 89'59'41" East along the North boundary of said Lot 7, for a distance of 43.98 feet to the Northeast comer of said Lot 7; thence South 00°01'50" East along the East boundary of said Lot 7, for a distance of 93.22 feet to the point of beginning. TRACT 9: Subtract A: Lot 11 and the East 3 feet of Lot 12, in Block 1, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami - Dade County, Florida. Together with the rights benefits and uses of that certain Easement Agreement, filed January 2, 2013, in Official Records Book 28425, at Page 1049. Subtract B: Parcel 1: Lots 21, 22 and 23, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. Parcel 2: Lot "A", of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 37 of the Public Records of Miami -Dade County, Florida. Parcel 3: Unnumbered Lot 13 x 100 feet East of Moore Parkway and West of J.W. Wallace Tract, COMMERCIAL BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. Parcel 4: Lot 12, less the East 3 feet thereof, and Lot 13, in Block 1, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida, less that part of said Lot 13 described as follows: Beginning at the Southwesterly corner of Lot 13, Block 1, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida; thence run Eastwardly along the Southerly line of said Lot 13, a distance of Twelve (12) feet to a point of curve; thence run Westwardly and Northwestwardly along the arc of a tangential curve to the right, having a radius of Twenty -Five (25) feet and a central angle of 28°41'07" for a distance of 12.52 feet to a point on the Westerly line of said Lot 13; thence run Southwardly along the Westerly line of said Lot 13 a distance of 3.07 feet to the Point of Beginning. Together with the rights benefits and uses of that certain Easement Agreement, filed January 2, 2013, in Official Records Book 28425, at Page 1049. TRACT 10: Parcel 1: Lots 3, 5, 6 and 7, of AMENDED PLAT OF A PORTION OF BLOCK 10 OF BILTMORE SUBDIVISION AND A PORTION OF BLOCK 1 OF THE AMENDED PLAT OF COMMERCIAL BILTMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 45, at Page 55, of the Public Records of Miami -Dade County, Florida. Parcel 2: Lots 1 and 2, in Block 10, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Parcel 3: Lots 2, 3 and 4, in Block 1, of AMENDED PLAT OF COMMERCIAL BILTMORE 1921, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. TRACT 11: Parcel 1: Lots 8, 9, 10, 11 and 12, Block 1, of AMENDED PLAT OF COMMERCIAL BILTMORE 1921, according to the plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. Parcel 2: Lots 13 and 14, Block 1 of AMENDED PLAT OF COMMERCIAL BILTMORE 1921, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. TRACT 12: Parcel 1: That portion of Lots 19, 20 and 21 of Block 2, COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami -Dade County, Florida, lying West of the West line of Lot 6, of Block 2, of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 37, of the Public Records of Miami -Dade County, Florida. Parcel 2: All of Lot 7 and Lot 8, less the following described property: Beginning at the Northeast comer of Lot 8, in Block 2, of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 37, of the Public Records of Dade County, Florida now known as Miami -Dade County, Florida; thence run West along the North line of said Lot 8, a distance of 50.02 feet to the Northwest corner of said Lot 8; thence run South along the West line of said Lot 8, a distance of 89.30 feet to the Southwest comer of said Lot 8; thence run East along the South line of said Lot 8, a distance of 30.92 feet to a point; thence run North along a line parallel with and 30.92 feet East of the West line of said Lot 8, for a distance of 70.27 feet to a point of curve; thence run Northerly and Easterly along the arc of a curve having a radius of 19.15 feet and a central angle of 90'02'53" for an arc distance of 30.10 feet to the Northeast corner of said Lot 8, which is the point of beginning, all in Block 2, of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 37, of the Public Records of Dade County, Florida, now known as Miami -Dade County, Florida. TRACT 13: Parcel 1: Lots 4, 5, 6, 7 and 8, Block 9, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Parcel 2: Lots 1, 2 and 3, Block 9, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. TRACT 14: Parcel 1: Lot 6, in Block 10, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Parcel 2: Lot 7, in Block 10, of BILTMORE, according to the plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Parcel 3: Lot 5 and the West 20 feet of Lot 4, Block 10, BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records, Miami -Dade County, Florida, Excepting therefrom the following part of the West 20 feet of Lot 4: Begin at the Southwest corner of said Lot 4, Block 10, of the aforesaid BILTMORE; thence East along the South line of said Lot 4 for a distance of 20 feet; thence North parallel with the West line of said Lot 4 for a distance of 20 feet to a point; thence Southwesterly along a tangent circular curve having a radius of 20 feet through a central angle of 90 degrees for an arc distance of 31.42 feet to the Point of Beginning. Parcel 4: Lot 8, in Block 10, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. TRACT 15: Parcel 1: The West 325 feet of that certain tract of land in the city of Miami bounded on the North by N.E. 42" Street, on the South by N.E. 41' Street, on the East by N.E. Second Avenue and on the West by the East lines of Lots 5 and 6, Block 7, BILTMORE, a subdivision shown by plat of record in Miami -Dade County, in Plat Book 6, at Page 67. Also known as: A portion of the West 325 feet of that certain Lot of Land, 432 feet East and West and 204.6 feet North and South, lying directly East of and adjoining Lots 5 and 6, Block 7, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida, of said Plat shown as Z.T. MERRITT HOME, said Lot lying in the Southeast comer of the NE 1 /4 of the SE 1114 of section 24- 53-41 Parcel 2: Lot 5, Block 7, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Parcel 3: Lots 3 and 4, in Block 7, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. TRACT 16: Parcel 1: Lot 1 less the East 10 feet thereof and less the exterior area bounded by a curve concave to the Northwest having a radius of 15.00 feet, a central angle of 90°19'45" and an arc length of 23.648 feet, tangent to the South line of said Lot 1 and tangent to the West line of the East 10 feet of said Lot 1, all of Lots 2, 3, 4, and 21, Lot 22 less the East 12.5 feet of the North 94 feet, the South 50 feet of Lot 23, the South 50 feet of Lot 24 less the East 10 feet thereof, in Block 6, of "AMENDED PLAT OF BUENA VISTA HEIGHTS ADDITION", according to the plat thereof, as recorded in Plat Book 3, at Page 22, of the Public Records of Miami -Dade County, Florida. Parcel 2: The North 44 feet of Lots 23 and 24, less the East 10 feet of Lot 24, in Block 6, of AMENDED PLAT OF BUENA VISTA HEIGHTS ADDITION, according to the plat thereof, as recorded in Plat Book 3, at Page 22, of the Public Records of Miami -Dade County, Florida. TRACT 17: The East 107 feet of that certain tract of land 432 feet. East and West by 204.6 feet North and South, lying directly East of and adjoining Lots 5 and 6, in Block 7, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. TRACT 18: Lot 1, less the East 5 feet thereof, Block 6, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. ACKNOWLEDGEMENT BY APPLICANT 1. The Department of Resilience and Public Works, Transportation, Coordinated Review Committee and other City and County agencies review zoning public hearing requests and provide input, which may affect the scheduling and outcome of my hearing. These reviews may require additional hearings before other City and County boards, which may result in the modification of plans, studies and/or the proffering of agreements to be recorded. The submission and acceptance of a request for public hearing means that the application is ready to be scheduled for public hearing. I am also aware that I must comply promptly with any City or County conditions and notify the Hearing Boards (Hearing Boards) in writing if my public hearing application will be withdrawn. 2. Filing fees may not be the total cost of a hearing. Some requests require notices to be mailed to property owners up to a mile from the subject property and I am responsible for paying the additional radius mailing costs. In addition to mailing costs, I am responsible for additional fees related to application changes, plan revisions, deferrals, re -advertising, etc. that may be incurred. I understand that fees must be paid promptly. The only fees that will be refunded after the submission and acceptance of an application for public hearing has occurred will be the surcharge fees related to appeals, as expressly listed in Chapter 62 of the City Code (Code). 3. Requests for public hearing will be scheduled by the Hearing Boards in accordance with the scheduling timeline set forth in the Code and the Zoning Ordinance of the City of Miami (Miami 21), as applicable. I must submit any requests to reschedule, continue or defer my hearing date to the attention of the decision -making body for its consideration and vote at the public hearing on which my application is scheduled to be heard. I understand that any requests by the applicant to reschedule, continue or defer the hearing date that are granted shall incur a $1,000.00 fee, as per the Code. 4. Applicable Florida Building Code requirements, or other applicable requirements, may affect my ability to obtain a building permit even if my zoning application is approved; and a building permit will probably be required. I am responsible for obtaining any required permits and inspections for all structures and additions proposed, or built, without permits. In addition, a Certificate of Use (C.U.) must be obtained for the use of the property after it has been approved at a zoning public hearing. Failure to obtain the required permits and/or C.U., Certificates of Completion (C.C.), or Certificate of Occupancy (C.O.) will result in an enforcement action against any occupant and owner. Submittal of the zoning public hearing request may not forestall enforcement action against the property. 5. If my request is denied, deferred, or otherwise not approved, I understand that I will not be reimbursed for any fees paid. 6. Any requests by the applicant to reschedule, continue or defer the hearing date that are granted shall incur a $1,000.00 fee, as per the Code. 7. Any covenant to be voluntarily proffered must be submitted in word format to the Planning Department and to the Office of the City Attorney through ePlan for review and comments from the Planning Department, Office of the City Attorney, and any other City departments as deemed necessary. The covenant will be reviewed in ePlan and the applicant will be notified of any necessary changes, corrections or comments through ePlan. Once the covenant receives a recommendation of approval from the Planning department and as to legal form, Hearing Boards staff will extract the approved covenant directly from ePlan to include as part of the agenda. The applicant is responsible to submit to the Hearing Boards the signed covenant with a current Opinion of Title no later than two (2) weeks prior to the initial public hearing. I understand that any requests by the applicant to reschedule, continue or defer the hearing date that are granted shall incur a $1,000.00 fee, per instance, as per the Code. Acknowledgment by Applicant Updated 08.13.2020 Page 1 of 4 8. Any and all documents submitted must be accompanied by a cover letter indicating the subject matter, application number and hearing date. David Grutman, Manager o'TIZCf! Applicant(s) Name Printed Applicent(s) Signature and Date STATE OF FLORIDA COUNTY OF MIAMI-DADE The fore instrument was acknowledged before me by means of ❑ physical presence or 0 online notarization, this ...ti , 20 by (name of person acknowledging), who is person'liycown to me or who has produced as Identification. '` t (Notary Seat] Notary Public Name typed, printed or s My Commission Expires: STATE OF FLORIDA COUNTY OF MIAMI-DADE The fortakkinstrument was acknowledged before me by means of 0 physical presence or 0 online notarization, this �- + 20 by (name of officer or agent, title of officer or ag`h . f (name of corporation acknowledging), a State of Florida corporation, on beliinf<the corporation. He/she is personally known to me or has produced �` tdenti8cation. (Notary Seal] Acknowledgment by Applicant Updated 08.13.2020 Page 2 or 4 1%0.7 Public Name typed, printed or 8ta d My Commission Expires: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of a'physical presence or 0 online notarization, this /?� , 2023 by David Grutman. Manager (name of member, manager, officer or agent, title of member, manager, officer or agent), of Groot Design District Hospitality LLC (name of company acknowledglrtq.j, a State of Florida limited liability company, on behalf of the company, who Is personally known to me oy produced as Identification. 1,1 [Notary Seal] Notary Public State of Florida 1 fi Cerios Robledo i ' IIII My Commlasion 1111 334668 0 Expires 11/2112026 1 Natar blic (� [`� Name typed, printed or stamped My Commission Expires: STATE OF FLORIDA COUNTY OF MIAMI-DADE The -f-t;;;34.0resinstrument was acknowledged before me by means of El physical presence or O online notarization, this 20^ by (name of acknowledging partner or agent), er (or agent) on behalf of (name of partnership), a partnership. He/she is perso nown to me or has produced as identification.-.. [Notary Seal] Name typed, printed or My Commission Expires: Acknowledgment by Applicant Updated 08.13.2020 Page 3 014 STATE OF FLORIDA COUNTY OF MIAMI-DADE The forego strument was acknowledged before me by means of 0 physical presence or ❑ online notarization, this _ , 20 by (name of attorney in fact) as attorney in fact, who is per - .Ily known to me or who has produced as identification on behalf of (name + • incipal). [Notary Seal] Public Name typed, printed or --- ped My Commission Expires: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoin ' trument was acknowledged before me by means of ❑ physical presence or 0 online notarization, this , 20 position), who is personally known to - +r who has produced as identification. [Notary Seal] Acknowledgment by Applicant Updated 08.13.2020 Page 4 of 4 (name and title of by otary Public Name typed, print :• stamped My Commission Expires: ACKNOWLEDGEMENT BY APPLICANT 1. The Department of Resilience and Public Works, Transportation, Coordinated Review Committee and other City and County agencies review zoning public hearing requests and provide input, which may affect the scheduling and outcome of my hearing. These reviews may require additional hearings before other City and County boards, which may result in the modification of plans, studies and/or the proffering of agreements to be recorded. The submission and acceptance of a request for public hearing means that the application is ready to be scheduled for public hearing. I am also aware that I must comply promptly with any City or County conditions and notify the Hearing Boards (Hearing Boards) in writing if my public hearing application will be withdrawn. 2. Filing fees may not be the total cost of a hearing. Some requests require notices to be mailed to property owners up to a mile from the subject property and I am responsible for paying the additional radius mailing costs. In addition to mailing costs, I am responsible for additional fees related to application changes, plan revisions, deferrals, re -advertising, etc. that may be incurred. I understand that fees must be paid promptly. The only fees that will be refunded after the submission and acceptance of an application for public hearing has occurred will be the surcharge fees related to appeals, as expressly listed in Chapter 62 of the City Code (Code). 3. Requests for public hearing will be scheduled by the Hearing Boards in accordance with the scheduling timeline set forth in the Code and the Zoning Ordinance of the City of Miami (Miami 21), as applicable. I must submit any requests to reschedule, continue or defer my hearing date to the attention of the decision -making body for its consideration and vote at the public hearing on which my application is scheduled to be heard. I understand that any requests by the applicant to reschedule, continue or defer the hearing date that are granted shall incur a $1,000.00 fee, as per the Code. 4. Applicable Florida Building Code requirements, or other applicable requirements, may affect my ability to obtain a building permit even if my zoning application is approved; and a building permit will probably be required. I am responsible for obtaining any required permits and inspections for all structures and additions proposed, or built, without permits. In addition, a Certificate of Use (C.U.) must be obtained for the use of the property after it has been approved at a zoning public hearing. Failure to obtain the required permits and/or C.U., Certificates of Completion (C.C.), or Certificate of Occupancy (C.O.) will result in an enforcement action against any occupant and owner. Submittal of the zoning public hearing request may not forestall enforcement action against the property. 5. If my request is denied, deferred, or otherwise not approved, I understand that I will not be reimbursed for any fees paid. 6. Any requests by the applicant to reschedule, continue or defer the hearing date that are granted shall incur a $1,000.00 fee, as per the Code. 7. Any covenant to be voluntarily proffered must be submitted in word format to the Planning Department and to the Office of the City Attorney through ePlan for review and comments from the Planning Department, Office of the City Attorney, and any other City departments as deemed necessary. The covenant will be reviewed in ePlan and the applicant will be notified of any necessary changes, corrections or comments through ePlan. Once the covenant receives a recommendation of approval from the Planning department and as to legal form, Hearing Boards staff will extract the approved covenant directly from ePlan to include as part of the agenda. The applicant is responsible to submit to the Hearing Boards the signed covenant with a current Opinion of Title no later than two (2) weeks prior to the initial public hearing. I understand that any requests by the applicant to reschedule, continue or defer the hearing date that are granted shall incur a $1,000.00 fee, per instance, as per the Code. Acknowledgment by Appl cant Updated 08.13.2020 Page 1 of 4 8. Any and all documents submitted must be accompanied by a cover letter indicating the subject matter, application number and hearing date. Louis J. Terminello, Esq. Applicant(s) Name Printed AppIican�(s) Signature and Date STATE OF FLORIDA COUNTY OF MIAMI-DADE The fore... ! instrument was acknowledged before me by means of E physical presence or ❑ online notarization, this , 20 by (name of person acknowledging), who is person, known to me or who has produced as identification. [Notary Seal] Notary Public Name typed, printed or s My Commission Expires: STATE OF FLORIDA COUNTY OF MIAMI-DADE The fore - • instrument was acknowledged before me by means of 0 physical presence or I i online notarization, this 20 by (name of officer or agent, title of officer or age of a State of Florida corporation, on beh- .f the corporation. He/she is personally known to me or has produced xt --..s identification. [Notary Seal] Acknowledgment by Applicant Updated 08.13.2020 Page 2 of 4 (name of corporation acknowledging), ry Public Name typed, printed or sta My Commission Expires: STATE OF FLORIDA COUNTY OF MIAMI-DADE The fore + instrument was acknowledged before me by means of 0 physical presence or D online notarization, this __, 20_ by (name of member, manager, . : r or agent, title of member, manager, officer or agent), of (name of company acknowledging), a State of Florida limited liability company, on behalf of the .., .any, who is personally known to me or has produced as identi .- ion. [Notary Seal] Not. •ublic Name typed, printed or ped My Commission Expires: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foreg. • instrument was acknowledged before me by means of ri physical presence or ❑ online notarization, this . , 20 by (name of acknowledging partner or agent), +:=ser (or agent) on behalf of (name of partnership), a partnership. He/she is personnown to me or has produced as identification. [Notary Seal] Acknowledgment by Applicant Updated 08.13.2020 Page 3 of 4 Public Name typed, printed or My Commission Expires: STATE OF FLORIDA COUNTY OF MIAMI-WE The foregoing instrume; t was acknowledged before me by means of f(3-i ysical presence or 0 online notarization, this by Louis J. Terminello, Esq fact) as attorney in fact, who is ersonall to me or who has produced as identification on behalf of (name of principal). �,.•��j�.pY fi�e4, Kimberly Rasnake-Bdnguez [Notary Seal] rz r' •o Comm.:HH226949 Notary Public a•.:' Expires:March 19, 2026 `* Notary Public - Slate of Florida nu (name of attorney in Name typed, printed or stamped My Commission Expires: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregointrument was acknowledged before me by means of 0 physical presence or ❑ online notarization, this , 20 by (name and title of position), who is personally known to identification. [Notary Seal] Acknowledgment by Applicant Updated 08.13.2020 Page 4 of 4 r who has produced Name typed, print'. stamped My Commission Expires: as AFFIDAVIT OF AUTHORITY TO ACT Before me this day, the undersigned personally appeared David Grutman, Manager of Groot Design District Hospitality LLC who being by me first deposes and says: 1. That he/she is the owner or the Legal representative of the owner, submitting the public hearing application as required by the Code of the City of Miami, Florida, affecting the real property located in the City of Miami, as listed on the foregoing pages. 2. That all owners who he/she represents, if any, have given his/her full and complete permission for him/her to act in his/her behalf for the change or modification of a classification or regulation of zoning as set out in the foregoing petition, Cl including or 0 not including responses to day-to-day City staff inquires. 3. That the foregoing and following pages are part of this affidavit and contain the current names, mailing addresses, telephone numbers and legal descriptions of the real property of which he/she is the owner or legal representative. 4. That the facts, as represented in the application and documents submitted in conjunction with this affidavit, are true and correct. 5. That a refund, if any, by the City is to be issued to the following person at the address indicated; Greenspoon Marder LLP on behalf of Louis J. Terminello, Esq. 600 Bridcell Avenue #3600 Miami, FL 33131 Further Affiant sayeth not. David Grutman, Manager Applicant(s) Name Printed Applicant(s) Signature STATE OF FLORIDA -- COUNTY OF MIAMI-DADE l The foregoing was acknowledged before me this 2 ' — day of 1 20 3 , by David Grutman, Marlow who is a(n) individual/partner/agent/corporation of Groot Design District Hospitality LLC a(n) individual/partnership/corporation. He/She is personally known to me or 0 wh • has produced _ as identification and who 0 did 0 did take an oath. (Stamp) Notary Public State of Florida �� � Carlos Ftobledo 1 l� My Commission HH 33456$ I �iiiW Expires 11/21;2026 ignature Rev. 10.16 AFFIDAVIT OF AUTHORITY TO ACT Before me this day, the undersigned personally appeared Louis J. Terminello, Esq. on behalf of Greenspoon Marder LLP who being by me first deposes and says: 1. That he/she is the owner or the legal representative of the owner, submitting the public hearing application as required by the Code of the City of Miami, Florida, affecting the real property located in the City of Miami, as listed on the foregoing pages. 2. That all owners who he/she represents, if any, have given his/her full and complete permission for him/her to act in his/her behalf for the change or modification of a classification or regulation of zoning as set out in the foregoing petition, J> including or 0 not including responses to day-to-day City staff inquires. 3. That the foregoing and following pages are part of this affidavit and contain the current names, mailing addresses, telephone numbers and legal descriptions of the real property of which he/she is the owner or legal representative. 4. That the facts, as represented in the application and documents submitted in conjunction with this affidavit, are true and correct. 5. That a refund, if any, by the City is to be issued to the following person at the address indicated: Greenspoon Marder LLP on behalf of Louis J. Terminello, Esq. 600 Bnckell Avenue #3600 Msam FL 33131 Further Affiant sayeth not. Louis J. Terminello Esq. Applicant(s) Name Printed ,401, plicant(s) Signature STATE OF FLORIDA -- COUNTY OF MIAMI-DADE• I f The_foregoing was acknowledged before me this day of fk nifr- 20 "'j _, by Louis J Term:nello, Esq. who is a(n) individual/partner/agent/corporation of enspoon Marder LLP a(n) individual/partnership/corporation. He/She is rsonally nown to me or 0 has produced _ as identification and who _+id 0 did take an oath. (Stamp) .Z.r. P , Kimberly Rasnake-Bringuez `�. Comm.:HF1226948 y•.� :o Expires: March 19, 2026 0;,``� Notary Public - State of Florida Signature DISCLOSURE OF OWNERSHIP List the owner(s) of the subject property and percentage of ownership. Note: The Miami City Code requires all parties making any presentation, formal request or petition to the City Commission or any City board with respect to any real property to make full disclosure, in writing, of all parties having a financial interest, either direct or indirect, in the subject matter of said presentation, formal request or petition. Such disclosure shall include, but not be limited to, disclosure of all natural persons having an ownership interest, direct or indirect, in the subject real property. Accordingly, disclosure of shareholders of corporations, beneficiaries of trusts, and/or any other interested parties. together with their address(es) and proportionate interest are required. Please supply additional lists, if necessary. Owner's Name(s) Groot Design District Hospitality LLC Percentage of Ownership Please see Exhibit "A" Subject Property Address(es) 90 NE 39 Street Miami, FL 33137 List all street address(es) and legal description(s) of any property located within 500 feet of the subject property owned by any and all parties listed in question #1 above. Please supply additional lists, if necessary. Street Address(es): N/A Legal Description(s): Please see Exhibit 'A" Legal Description David Grutman, Manager Owner(s) or Attorney Name Owner(s) or Attorney Signature STATE OF FLORIDA — COUNTY OF MIAMI-DADE The foregoing was acknowledged before me this day of Li 20 0,5 , by David Grulman, Manager who is a(n) individual/partner/agenticorpoation of Groot Design District Hospitality LLC a(n) individual/partnership/corporation. He/She is personally known to me or D who has produced as identification and who 0 did 0 did not take an oath. Signature Notary Public State of Florida 11 A Carlos Rotilsda calitim My Commission Not 334s a es Expir11/21/2 20 (St p) Rev 10-I8 DISCLOSURE OF OWNERSHIP List the owner(s) of the subject property and percentage of ownership. Note: The Miami City Code requires all parties making any presentation, formal request or petition to the City Commission or any City board with respect to any real property to make full disclosure, in writing, of all parties having a financial interest, either direct or indirect, in the subject matter of said presentation, formal request or petition. Such disclosure shall Include, but not be limited to, disclosure of ail natural persons having an ownership interest, direct or indirect, in the subject real property. Accordingly, disclosure of shareholders of corporations, beneficiaries of trusts, and/or any other interested parties, together with their address(es) and proportionate interest are required. Please supply additional lists, if necessary. Owner's Name(s) OAK PLAZA ASSOCIATES DEL LLC Percentage of Ownership Subject Property Address(es) 90 NE 39 Street Miami, FL 33137 List all street address(es) and legal description(s) of any property located within 500 feet of the subject property owned by any and all parties listed in question #1 above. Please supply additional lists, if necessary. Street Address(es): N/A Legal Description(s): Please see Exhibit "A" Legal Description ke < P,ru 1\l 7 . Owner(s) or Attorney Name Owner(s or Attorney Signature STATE OF FLORIDA -- COUNTY OF MIAMI-DADE 2hhef regoing was Rgknowleddggeed before me thI 0 \ day of C`C , by i� 1(?` C. who is a(n) individual) artn r/a n of t 'C7G il( individual/partnership/corporation. He/She is personally known to me or 0 who has produced as identification and who 0 did V did not take an oath. ISE GRAVIER '+R MY COMMISSION # GG 949973 EXPIRES: January 22, 2024 oBonded Iiuu Notary Public Undenvrllars (Stamp) State of Florida Department of State I certify from the records of this office that GROOT DESIGN DISTRICT HOSPITALITY, LLC is a limited liability company organized under the laws of the State of Florida, filed on February 1, 2017. The document number of this limited liability company is L17000024908. I further certify that said limited liability company has paid all fees due this office through December 31, 2023, that its most recent annual report was filed on March 24, 2023, and that its status is active. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Second day of November, 2023 Secretary trate Tracking Number: 9215926410CU To authenticate this certificate,visit the following site,enter this number, and then follow the instructions displayed. lrttps: //services.sunbiz.org/Filings/C ertificateOfStatus/C ertificateAuthentication DISCLOSURE AFFIDAVIT OF NO MONIES DUE TO THE CITY ff�((jj opM T of ti t • u 03-05-2021 In accordance with Section 2-208 of the Code of the City of Miami, Florida, as amended, ("City Code") titled, "New permits prohibited, non- homestead properties", permits shall not be issued for a non -homestead property with any outstanding code enforcement violations, building violations, or any relevant city lien or invoice due and owing to the City. Permits required to cure life safety issues, permits which are required to bring outstanding violations into compliance, or permits for any properties owned by a governmental entity are exempted from this prohibition. Each owner for each address listed as a party to the application needs to sign and submit this disclosure/affidavit. If an omission is the result of City of Miami oversight, then the City will notify the applicant and provide time for the applicant to resolve the issue within ninety (90) days. The project can be terminated by the City of Miami after the 90'h day. Note: If you are a lessee on City of Miami -owned property, you must contact the Department of Real Estate and Asset Management to have this form completed by an authorized person. Name (title and name of entity as well, if applicable): OAK PLAZA ASSOCIATES DEL LLC Address/ City / State / Zip: 90 NE 39 STREET MIAMI, FL 33137 Phone No: 305-789-2766 Email: KIM.RASNAKE@GMLAW.COM IALEX SCHAPIRO, VP (please check one of the following): [ ] homestead properties. , hereby certify that all the addresses listed on this application are [X ] non -homestead properties, and that there are no open code enforcement violations, building violations, City liens, or invoices due and owing to the City on any of the addresses listed on this application. I certify that any City of Miami covenants on the properties are in full compliance and no associated monies due to the City. I certify there are no past due rent payments or associated interest due to the City for any of the addresses listed on this application. [ ] non -homestead properties that have open code enforcement violations, building violations, City liens, and/or invoices due and owing to the City. Please explain (required): I understand this application shall be terminated after ninety (90) days should any of the addresses listed on this application be found to not be in compliance with Section 2-208 of the City Code or with any covenant conditions attached the land. Signature of the Property Owner 8/21 /2023 Date } State of Florida } County of Miami -Dade S orn to and ubscribed befo a by mea s o �j�physical p esence OR online notarization this (?\ day of L) 20 (, by 1� 5rinC KD Personally known C..e6roduced Identification ( ) Type ofi Identification produced DEtNISE GRAVIER :• _. MY COMMISSION # 60 949913 :•: EXPIRES: January 22, 2024 BondedThruNotary PublleUndenwllars Page 1 of 1 rdr miami I public hearing notification services certified lists of property owners within a specific radius + radius maps + mailing labels + mailouts + notice of public hearing site posting rdrmiami.com diana@rdrmiami.com 305.498.1614 November 2, 2023 City of Miami Hearing Boards Miami Riverside Center 444 SW 2nd Avenue, 3rd Floor Miami, FL 33130 Re: Property owner information required for public hearing mail noticing (500' radius): 90 NE 39 Street, Miami, FL 33137 (Folio: 01-3124-029-0130) Total number of property owners, excluding individual condos, including associations: 55 I certify that the attached ownership list and map are a complete and accurate representation of the real estate property and property owners within a 500-foot radius of the subject property listed above. This information reflects the most current records on file in the Miami -Dade County Tax Assessor's Office. I also understand that a new list will be requested by the City of Miami Hearing Boards if it is determined the property owner information list initially submitted is older than six (6) months. Sincerely, Diana B. Rio RDR Miami I Rio Development Resources 305.498.1614 diana@rdrmiami.com OWNER'S NAME(S) 3801 NMA LLC 3819 NMA SUB LLC C/O BH3 ASSET MANAGEMENT LLC 40TH STREET MIAMI ASSOCIATES LLC 41 ST ST ART SPACE LLC 70 NE 39 DESIGN DISTRICT LLC THOR 70 NE 39TH QOF PROPCO LLC THOR 70 NE 39TH BORRC BAYVIEW CONCEPT LLC CHOLLA 3800 LLC C/O GREG SCHOTT L3 CAPITAL LLC CITY OF MIAMI-DEPT OF P&D ASSET MANAGEMENT DIVISION DANIEL BUDZINSKI INC DESIGN DISTRICT ASSOCIATES LTD DESIGN DISTRICT DEV PARTNERS LLC ENRIQUE MORA JR GATOR ACQUISITIONS INC GATOR AQUISITIONS INC IVETTE ARANGO INTERIOR DESIGNS LLC JUNGLE PLAZA LLC KARANZA APARTMENTS LARACO LLC LOVELY RITA ACQUISITIONS LLC MODA SWEET BIRD MANAGER LLC MAC DESIGN DISTRICT LLC MERMAID AVE LLC MIAMI DD 101 BLUE LLC C/O CENTURY REALTY INC MIAMI DD 70 BLUE LLC MIAMI DD 70 BLUE LLC MIAMI DD 80 BLUE LLC C/O CENTURY 21 MREG NE36 OWNER LLC C/O ASSET MANAGEMENT NORWEGIAN WOOD ACQUISITIONS LLC C/O MDDA SWEET BIRD MANAGER LLC OAK PLAZA ASSOCIATES (DEL) LLC OAK PLAZA ASSOCIATES (DEL) LLC OAK PLAZA ASSOCIATES (DEL) LLC OAK PLAZA ASSOCIATES (DEL) LLC OAK PLAZA ASSOCIATES (DEL) LLC OAK PLAZA ASSOCIATES (DEL) LLC OAK PLAZA ASSOCIATES (DEL) LLC OAK PLAZA ASSOCIATES DEL LLC C/O MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC OAK PLAZA ASSOCIATES DEL LLC C/O MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC OAK PLAZA ASSOCIATES DEL LLC C/O MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC OAK PLAZA ASSOCIATES DEL LLC C/O MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC OAK PLAZA ASSOCIATES DEL LLC MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC OAK PLAZA ASSOCIATES(DEL) LLC OXFER COLLECTION CORP PALM BEACH HOLDINGS 3940 LLC PALM BEACH HOLDINGS 3940 LLC C/O TRICAP PARADISE PLAZA ASSOCIATES LLC PB3940 SHORT TERM LLC C/O TRICAP PB3940 SHORT TERM LLC C/O TRISTAR CAPITAL PHOTO ENGINEERS OF MIAMI INC RFD NORTH 39 LLC CIO RAYCLIFF CAPITAL LLC RFD NORTH 40 LLC C/O RAYCLIFF CAPITAL LLC RFD SOUTH 40 LLC C/O RAYCLIFF CAPITAL LLC SUN KING LLC THOR 118 NE 39TH LLC C/O RYAN LLC/PAOLA CASTILLO TINY DANCER ACQUISITIONS LLC VESE LLC VOUS CHURCH INC MAILING STREET ADDRESS CI._�► f STATE ZIP CODE COUNTRY 819 NE 2ND AVE # 500 FT LAUDERDALE FL 33304-1934 USA 21500 BISCAYNE BLVD STE 302 AVENTURA FL 33180 USA 999 WATERSIDE DR 2300 NORFOLK VA 23510 USA 4 HARBOR POINT KEY BISCAYNE FL 33149 USA 571 W 183 ST NEW YORK NY 10033 USA 4445 SABAL PALM RD MIAMI FL 33137 USA 410 N MICHIGAN AVE 850 CHICAGO IL 60611 USA 444 SW 2 AVE STE #325 MIAMI FL 33130 USA PO BOX 771163 OCALA FL 34477 USA 3841 NE 2 AVE SUITE 400 MIAMI FL 33137 USA 6547 MIDNIGHT PASS RD #3 SARASOTA FL 34242 USA 921 VALLEY FORGE ROAD EAST NEPTUNE BEACH FL 32266 USA 7850 NW 146 ST 4 FL MIAMI LAKES FL 33016 USA 7850 NW 146 ST 4 FL MIAMI LAKES FL 33016 USA 300 PALERMO AVE CORAL GABLES FL 33134 USA 3841 NE 2 AVE 400 MIAMI FL 33137 USA 140 N CANNERY ROW CIR DELRAY BEACH FL 33444-3736 USA 4445 SABAL PALM RD MIAMI FL 33137 USA 3841 NE 2 AVE STE 400 MIAMI FL 33137 USA 1261 20 ST MIAMI BEACH FL 33139 USA 3240 HELMS AVE LOS ANGELES CA 90034 USA 22 CORTLANDT ST 5TH FLOOR NEW YORK NY 10007 USA 22 CORTLANDT ST 5FL NEW YORK NY 10007 USA 22 CORTLANDT ST 5FL NEW YORK NY 10007 USA 22 CORTLANDT ST 5 FLOOR NEW YORK NY 10007 USA 411 W PUTNAM AVE #450 GREENWICH CT 06830 USA 3841 NE 2 AVE STE 400 MIAMI FL 33137 USA 3841 NE 2 AVE STE 400 MIAMI FL 33137 USA 3841 NE 2 AVE STE 400 MIAMI FL 33137 USA 3841 NE 2 AVE STE 400 MIAMI FL 33137 USA 3841 NE 2 AVE STE 400 MIAMI FL 33137 USA 3841 NE 2 AVE STE 400 MIAMI FL 33137 USA 3841 NE 2 AVE STE 400 MIAMI FL 33137 USA 3841 NE 2 AVE STE 400 MIAMI FL 33137 USA 3841 NE 2 AVE SUITE 400 MIAMI FL 33137 USA 3841 NE 2 AVE STE 400 MIAMI FL 33137 USA 3841 NE 2 AVE STE 400 MIAMI FL 33137 USA 3841 NE 2 AVE 400 MIAMI FL 33137 USA 3841 NE 2 AVE SUITE 400 MIAMI FL 33137 USA 3841 NE 2 AVE STE 400 MIAMI FL 33137 USA 13900 SW 73 AVE PALMETTO BAY FL 33158 USA 1251 AVENUE OF THE AMERICAS NEW YORK NY 10020 USA 590 MADISON AVE 21 FLOOR NEW YORK NY 10022 USA 3841 NE 2 AVE STE 400 MIAMI FL 33137 USA 590 MADISON AVE 21 FLOOR NEW YORK NY 10022 USA 590 MADISON AVE 21 FLOOR NEW YORK NY 10022 USA 280 BAL BAY DR BAL HARBOUR FL 33154-1313 USA 645 MADISON AVE STE 401 NEW YORK NY 10065 USA 645 MADISON AVE 401 NEW YORK NY 10065 USA 645 MADISON AVE 401 NEW YORK NY 10065 USA 3841 NE 2 AVE STE 400 MIAMI FL 33137 USA 2111 WILSON BLVD STE 300 ARLINGTON VA 22201 USA 3841 NE 2 AVE STE #400 MIAMI FL 33137 USA 300 PALERMO AVE CORAL GABLES FL 33134-6608 USA 1951 NW 7 AVE STE 160-355 MIAMI FL 33136 USA FOLIO NUMBER FOLIO NUMBER ' 0131240260180 ' 0131240260180 ' 0131240260200 ' 0131240260200 ' 0131240270100 ' 0131240270100 ' 0131240241430 ' 0131240241430 ' 0131240340010 ' 0131240340010 ' 0131240380010 ' 0131240380010 ' 0131240260230 ' 0131240260230 ' 0131240330420 ' 0131240330420 ' 0131240280050 ' 0131240280050 ' 0131240440010 ' 0131240440010 ' 0131240480010 ' 0131240480010 ' 0131240270340 ' 0131240270340 ' 0131240270070 ' 0131240270070 ' 0131240270062 ' 0131240270062 ' 0131240270150 ' 0131240270150 ' 0131240460030 ' 0131240460030 ' 0131240330430 ' 0131240330430 ' 0131240380020 ' 0131240380020 ' 0131240490020 ' 0131240490020 ' 0131240300040 ' 0131240300040 ' 0131240220120 ' 0131240220120 ' 0131240270110 ' 0131240270110 ' 0131240270320 ' 0131240270320 ' 0131240270330 ' 0131240270330 ' 0131240270300 ' 0131240270300 ' 0131240470010 ' 0131240470010 ' 0131240290010 ' 0131240290010 ' 0131240280070 ' 0131240280070 ' 0131240280060 ' 0131240280060 ' 0131240300050 ' 0131240300050 ' 0131240300060 ' 0131240300060 ' 0131240460010 ' 0131240460010 ' 0131240460070 ' 0131240460070 ' 0131240460060 ' 0131240460060 ' 0131240290130 ' 0131240290130 ' 0131240290150 ' 0131240290150 ' 0131240330240 ' 0131240330240 ' 0131240300090 ' 0131240300090 ' 0131240480060 ' 0131240480060 ' 0131240280080 ' 0131240280080 ' 0131240270170 ' 0131240270170 ' 0131240280090 ' 0131240280090 ' 0131240300070 ' 0131240300070 ' 0131240490010 ' 0131240490010 ' 0131240280140 ' 0131240280140 ' 0131240280100 ' 0131240280100 ' 0131240220230 ' 0131240220230 0131240290080 0131240290080 ' 0131240270180 ' 0131240270180 ' 0131240270430 ' 0131240270430 0131240290170 0131240290170 ' 0131240300190 ' 0131240300190 ' 0131240241540 ' 0131240241540 ' 0131240270160 ' 0131240270160 ' 0131240270140 ' 0131240270140 LEGAL DESCRIPTION 24 53 41 CENTRAL ADD BUENA VISTA PB 3-191 LOTS 1 & 2 LESS W PORTION LYG IN R/W BLK 3 CENTRAL ADD BUENA VISTA PB 3-191 LOT 3 LESS W15FT FOR R/W BLK 3 LOT SIZE 48.000 X 87 24 53 41 COMM BILTMORE PB 6-132 LOTS 21 & 22 BLK 1 LOT SIZE IRREGULAR OR 20106-4121 0C BILTMORE SUB PB 6-67 LOT 9 BLK 9 LOT SIZE 50.000 X 105 OR 18768-0899 0999 1 24 53 41 0.707 AC M/L LETTER CARRIER PROPERTY SUB PB 78-10 TRACT A LOT SIZE IRREGULP BLAIR TR PB 116-23 PORT OF TR A DESC BEG SE COR OF TR A TH W112.59FT N29.50FT N 60 DE 24 53 41 PB 3-191 CENTRAL ADD BUENA VISTA LOTS 6 THRU 8 LESS S1OFT & EXT AREA OF CUF COMM BUENA VISTA PB 14-56 2FT STRIP MARKED RESERVED LOT SIZE SITE VALUE COMM BILTMORE 2ND SEC PB 12-44 LOT 9 LOT SIZE 25.000 X 100 OR 17324-2559 0896 5 SOUTH DESIGN DISTRICT PB 163-058 T-21306 TR A LOT SIZE 25828 SQ FT FAU 01-3124-000-003( BRIDGE SUBDIVISION PB 171-100 T-23542 TR A LOT SIZE 15788 SQ FT M/L FAU 01 3124 024 1510 24 53 41 COMM BILTMORE PB 6-132 LOT 9 BLK 3 LOT SIZE 25.000 X 100 OR 16095-1078 1093 1 COMM BILTMORE PB 6-132 LOTS 16 THRU 20 BLK 1 LOT SIZE 125.000 X 100 COMM BILTMORE PB 6-132 LOT 15 BLK 1 LOT SIZE 25.000 X 100 F/A/U 01-3124-027-0070 COMM BILTMORE PB 6-132 LOT 10 BLK 2 LOT SIZE 25.000 X 100 OR 13663-473 0488 1 COC 22171 PALM WAY SUBDIVISION PB 170-032 T-23201 TR B & C LOT SIZE 38338 SQ FT M/L FAU 01 3124 0; 24 53 41 COMM BUENA VISTA PB 14-56 LOTS 1-2-3 & 5 LESS S PORTION LYG IN R/W & ALL LOT z BLAIR TR PB 116-23 PORT OF TR A DESC BEG SW COR OF TR A TH N117.44FT SELY 138FT S46. MUSEUM SUBDIVISION PB 172-098 T-23541 TR B LOT SIZE 17413 SQ FT M/L FAU 01 3124 027 012 MAGNOLIA COURT PB 6-105 LOT 5 BLK 1 LOT SIZE 50.000 X 94 OR 20374-0627 0402 1 COC 25637 24 53 41 YOUNGS ADD BUENA VISTA PB 3-20 LOT 18 & LOT 19 LESS THE S24FT M/L FOR E & W I COMM BILTMORE PB 6-132 LOTS 23 & 24 BLK 1 LOT SIZE 50.000 X 100 OR 15755-1786 1192 4 COI 24 53 41 COMM BILTMORE PB 6-132 LOT 7 BLK 3 OR 19676-4956 0501 2 (2) 24 53 41 COMM BILTMORE PB 6-132 LOT 8 BLK 3 LOT SIZE 25.000 X 100 OR 19676-4956 0501 2 (2 COMM BILTMORE PB 6-132 LOTS 4-5-6 BLK 3 LOT SIZE 75.000 X 100 OR 11575-579 1082 1 DISTRICT PB 171-070 T-23588 TR A LOT SIZE 56229 SQ FT M/L FAU 01 3124 000 0010 & 01 3124 0; BILTMORE COURT PB 7-37 LOTS 1 & 2 BLK 1 & LOTS 1 THRU 3 BLK 3 OF COMM BILTMORE PB 6- 24 53 41 COMM BILTMORE 2ND SEC PB 12-44 LOT 12 LESS W20FT LOT SIZE 5.000 X 100 OR 203( COMM BILTMORE 2ND SEC PB 12-44 LOTS 10 & 11 LOT SIZE 50.000 X 100 OR 20360-3840 0402 2 MAGNOLIA COURT PB 6-105 LOT 6 & PORT OF LOT 7 DESC AS BEG SE COR OF LOT 7 TH S 89 D MAGNOLIA COURT PB 6-105 LOTS 7 THRU 9 & LESS A PORT OF LOT 7 DESC AS BEG SE COR Of PALM WAY SUBDIVISION PB 170-032 T-23201 TR A LOT SIZE 14096 SQ FT M/L FAU 01 3124 030 0; PALM WAY SUBDIVISION PB 170-032 T-23201 TR G LOT SIZE 6689 SQ FT M/L FAU 01 3124 033 01 PALM WAY SUBDIVISION PB 170-032 T-23201 TRS F E & D LOT SIZE 94763 SQ FT M/L FAU 01 312 24 53 41 BILTMORE COURT PB 7-37 LOTS 1-2 & 3 BLK 2 LOT SIZE 150 X 91 OR 19247-1038 0800 1 24 53 41 BILTMORE COURT PB 7-37 LOTS 7 & 8 LESS W30FT OF LOT 8 BLK 2 & LOTS 19-20 & 21 I COMM BUENA VISTA PB 14-56 LOTS 2 THRU 18 BLK 2 LESS EXT AREA OF CURVE IN SW COR FC MAGNOLIA COURT PB 6-105 LOTS 11-12-13 LESS TH PT LYG IN R/W & LOT A BLK 1 OF BILTMOR BRIDGE SUBDIVISION PB 171-100 T-23542 TR F LOT SIZE 6625 SQ FT M/L FAU 01 3124 027 0060 COMM BILTMORE 2ND SEC PB 12-44 W2OFT OF LOT 12 & LOT 13 LOT SIZE 45.000 X 100 OR 232E 24 53 41 COMM BILTMORE PB 6-132 LOTS 12 & 13 BLK 2 LOT SIZE SITE VALUE OR 16104-0187 1C COMM BILTMORE 2ND SEC PB 12-44 LOT 14 LOT SIZE 25.000 X 100 OR 14940-520 0391 1 24 53 41 MAGNOLIA COURT PB 6-105 LOT 10 BLK 1 LOT SIZE 50.000 X 94 OR 19360-1692 1100 2 MUSEUM SUBDIVISION PB 172-098 T-23541 TR A LOT SIZE 44073 SQ FT M/L FAU 01 3124 024 136 24 53 41 COMM BILTMORE 2ND SEC PB 12-44 LOTS 19 & 20 LOT SIZE 50.000 X 100 OR 12792-542 COMM BILTMORE 2ND SEC PB 12-44 LOTS 15 THRU 18 LOT SIZE 100.000 X 100 OR 19360-1692 1 24 53 41 YOUNGS ADD BUENA VISTA PB 3-20 LOT 32 LESS S PORTION LYG IN R/W & ALL LOT 3: BILTMORE COURT PB 7-37 LOTS 3 THRU 9 & LOT 10 LESS N2IN & LOT 11 LESS N2IN OF E2FT & I COMM BILTMORE PB 6-132 LOTS 14 THRU 18 BLK 2 LOT SIZE 125.00 X 100.00 OR 15917-1742 0a COMM BILTMORE PB 6-132 W102FT OF LOTS 21 TO 24 INC LESS W10FT FOR R/W BLK 3 LOT SI2 BILTMORE COURT PB 7-37 LOTS 9 THRU 13 BLK 2 & LOT 4 BLK 3 PB 3-191 LESS E & W 15FT & LE MAGNOLIA COURT PB 6-105 LOT 10 BLK 2 LOT SIZE 50.000 X 94 OR 19173-2632 0600 1 BILTMORE SUB PB 6-67 LOT 12 BLK 10 LOT SIZE 50.000 X 105 OR 20608-2257 0802 1 COMIN BILTMORE PB 6-132 LOT 11 BLK 2 LOT SIZE 25.000 X 100 OR 20086-0912 1201 1 COC 226 COMM BILTMORE PB 6-132 LOTS 8 & 9 BLK 2 LOT SIZE 50.000 X 100 OR 15891-0459 0493 4 EG E24.66FT N 30 DEG W26.19FT N46.03FT SELY 104.42FT S106.92FT TO POB & N1/2 OF ALLE 03FT S 30 DEG E26.19FT S 60 DEG W24.66FT W129.50FT TO POB & N1/2 OF ALLEY LYG S & A 'EG W 43.98FT N 00 DEG W 93.23FT N 89 DEG E 43.98FT S 00 DEG E 93.22FT TO POB BLK 1 PI = LOT 7 S 89 DEG W 43.98FT N 00 DEG W 93.23FT N 89 DEG E 43.98FT S 00 DEG E 93.22FT TC E CT OF PB 7-37 & LOTS 21 THRU 23 & UMMUM ED LOT 13 X 100FT LYG W & ADJ OF PB 6-132 ESS EXTERNAL AREA IN NW COR LOT 11 FOR R/W & LOT 5 INCL BLK 3 PB 3-191 LOT SIZE 261 D86 SQ FT M/L OR 16666-3245 0195 2 Dear Constituent: Welcome to the City of Miami! This package is intended to provide you with all open Code Enforcement violations and liens attached to the subject property, or properties, as of the current date and time the following report was created. Closed violations and future violations are not included. A violation may become a lien when the property owner does not timely remedy the violation. This report may include two types of liens: Certified liens and non -certified liens. Certified liens have a set amount to be paid. Conversely, most non -certified liens continue to accrue interest or a per diem fine; therefore, those liens must be satisfied with the City as quickly as possible. All outstanding violations and liens must be satisfactorily resolved before the City can issue a Certificate of Use (CU); however, the City inspects all properties prior to the issuance of a CU and those inspections may yield additional items, which must be addressed by the owner at the property prior to issuance of a CU. This search does not include encumbrances, other liens, restrictions or the like, recorded in the Public Records of Miami -Dade County, Florida. Please contact Miami -Dade County for the aforementioned items. Code Violation/Lien Inquiry Letter Page 1 of 5 City of Miami Louis J. Terminello, Esq. on behalf of Greenspoon Marder LLP 600 Brickell Ave Suite 3600 Suite 3600 Miami FL 33131 11/02/2023 Property Search Notice Per your request (copy attached), the undersigned has searched the records of the Director of Finance in and for the City of Miami, Florida, for any liens and other fees outstanding against the following described property as of: 11/02/2023. The result is valid up to 30 days from the processing date. In addition, due to daily penalty and interest calculations, the amount shown is subject to change as reflected below. Folio Number: 01-3124-029-0130 Property Address: 90 NE 39 ST Legal Description: 24 53 41 BILTMORE COURT PB 7-37 LOTS 1-2 & 3 BLK 2 LOT SIZE 150 X 91 OR 19247-1038 0800 1 Amount Payable On: 11/01/2023 to 12/02/2023 585.00 This notice does not include liens imposed by federal, state, county or City agencies or boards or any other liens recorded in the public records of Miami -Dade County. Erica T. Paschal Finance Director To ensure proper credit of your payment, include a copy of all pages of the property search findings along with your payment and mail to: City of Miami, Treasury Management/Payment Processing, 444 SW 2nd Avenue, 6th Floor, Room 636-1, Miami, FL 33130. If you have any questions, please call (305) 416-1570. Please retain this page for your records. Page 2 of 5 City of Miami Louis J. Terminello, Esq. on behalf of Greenspoon Marder LLP 600 Brickell Ave Suite 3600 Suite 3600 Miami FL 33131 11/02/2023 Folio Number: 01-3124-029-0130 Property Address: 90 NE 39 ST Legal Description: 24 53 41 BILTMORE COURT PB 7-37 LOTS 1-2 & 3 BLK 2 LOT SIZE 150 X 91 OR 19247-1038 0800 1 Property Search Findings - Pending Liens Lien No. (Case Number) Description Address If you have any questions, please call (305) 416-1570. Please retain this page for your records. Page 3 of 5 City of Miami Louis J. Terminello, Esq. on behalf of Greenspoon Marder LLP 600 Brickell Ave Suite 3600 Suite 3600 Miami FL 33131 11/02/2023 Folio Number: 01-3124-029-0130 Property Address: 90 NE 39 ST Legal Description: 24 53 41 BILTMORE COURT PB 7-37 LOTS 1-2 & 3 BLK 2 LOT SIZE 150 X 91 OR 19247-1038 0800 1 Invoice Customer No. 934236 214425 914384 199657 Property Search Findings - Open Invoices Lien No. Description Amount Due Burglar Alarm Non -Permitted Fine 292.50 Burglar Alarm Non -Permitted Fine 292.50 Sub -Total 585.00 If you have any questions, please call (305) 416-1570. Please retain this page for your records. Page 4 of 5 Violations Detail Report Violation: - Folio Number: 01-3124-029-0130 Property Address: 90 NE 39 ST Contact: (305) 416-2087 System CODECHECK Case Number 00060930 Case Status New Violation Desc Violation Status Code Section Inspector DGamarra Violation Date Date Issued Ticket Number Date Compliance Due Page 5 of 5 .a V li i t• * Iicrrr rrr�Es rrrr T 0 it Department of Finance Online Payments Receipt Your Reference Number: 2023310001-199 11 /06/2023 12:45:17 PM Web_user TRANSACTIONS If you have a Transaction ID, please click here 2023310001-199-1 1028223 COM Lien Search Lien Search Lien Search Lien Search Lien Search Lien Search $6,557.00 $2, 500.00 FEE NAME: EXCEPTION - REQUIRING CITY COMMISSION $3,000.00 FEE NAME. PUBLIC HEARING - ADVERTISING S400.00 FEE NAME: PUBLIC HEARING - ONE PROPERTY POSTING $9.00 FEE NAME' PUBLIC HEARING - MEETING MAIL NOTICE - APPLIC ANTIAPPEALLANT $495.00 FEE NAME: PUBLIC HEARING - MEETING MAIL NOTICE - NEIGHBORS $153.00 FEE NAME: PUBLIC HEARING - MEETING MAIL NOTICE - REGISTERED HOAS AND PERSONS TOTAL AMOUNT: $6,557.00 PAYMENT American Express Credit Sale $6,557.00 BUILDING DEPARTMENT Transaction Statement Financial Transaction ID: 996841 Transaction Date: Jul 17 2023 2:35PM Permit Number: PZ2110118 FEE SUMMARY Groot Design District Hospitality 90 NE 29 ST (305)789-2766 Fee Category Fee Code Fee Description Quantity Unit Type Amount PLANNING MS-416 EXCEPTION - REQUIRING CITY COMMISSION REVIEW (EXCEPT CS AND T3) PER EACH REQUEST PER FOLIO 1.0000 UNITS $1,750.00 PLANNING MS-338 PLANNNG RE -REVIEW FEE 1.0000 REVIEWS $495.00 Total: $2,245.00 Rev. Jul/02/2012 Generated on Jul/17/2023 2:35 PM Department of Finance Online Payments Receipt Your Reference Number: 2023205031-351 07/25/2023 12:09:14 PM Web_user TRANSACTIONS If you have a Transaction ID, please click here 2023205031-351-1 TRANS ID: 996841 BUSINESS NAME: COM Lien Search Lien Search 2,245.0 SI,750. FEE NAME: EXCEPTION - REQUIRING CITY COMMISSION REVIEW (EXCEPT CS AND T3J PER EACH REQUEST PER FOLIO S495. FEE NAME. PLANNNG RE -REVIEW FEE TOTAL AMOUNT: $2,245.0 PAYMENT American Express Credit Sale CARD Nuv3ER: ***********1005 LAST Ne l ii: Prieto 11 11 CE2023205031 351 i i $2,245.0