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HomeMy WebLinkAboutCRA-R-24-0066 Exhibit AEXHIBIT "A" SUBLEASE AGREEMENT This Sublease Agreement is dated as of September , 2024, between Southeast Overtown/Park West Community Redevelopment Agency ("Sublessor"), and (hereinafter referred to as "Sublessee"). Sublessor has a notice and mailing address of 819 NW 2nd Avenue, 3rd Floor, Miami, Florida 33136. Sublessee has a notice and mailing address of 1. Grant: Upon the terms and conditions set forth in this Sublease, Sublessor leases to Sublessee and Sublessee leases from Sublessor, the "Subleased Premises", located in Miami -Dade County, Florida with a street address of Miami, Florida 33136. The Subleased Premises consists of approximately of rentable square feet. Sublessor, Master Landlord, their agents, or authorized parties shall have the right (but shall not be obligated) to enter the Subleased Premises in any emergency at any time, and, at other reasonable times upon 24 hours prior written or verbal notice to Sublessee (except in an emergency), to inspect and/or examine the same and to make such repairs, replacements, and improvements as Sublessor or Master Landlord may deem necessary and reasonably desirable to any portion of the Subleased Premised or which Sublessor or Master Landlord may elect to perform in the Subleased Premises. 2. Master Lease: Sublessee acknowledges that the Subleased Premises is subject to that certain Lease (the "Master Lease") dated , 2024, by and between BLOCK 55 ORG OWNER, LLC, a Florida limited liability company ("Master Landlord"), as landlord, and Sublessor. This Sublease is expressly subject and subordinate to the Master Lease in all respects. Sublessee hereby acknowledges receipt of a true and correct copy of the Master Lease, and Sublease agrees to be bound by all of the terms and conditions thereof. Sublessee agrees and covenants to perform and comply with all of the covenants, terms, conditions and restrictions contained in the Master Lease by the Sublessee thereunder, unless expressly excluded hereby and/or unless expressly modified herein, in such a manner that no breach or default will be suffered of any of the provisions of the Master Lease. All capitalized terms not defined herein shall have the meanings ascribed to them in the Master Lease. 3. Term: The term of this Sublease shall commence on , 2024 and shall expire on , 202 . 4. Rent: Sublessee shall pay Sublessor rent at the monthly rate of Dollars ($ ), plus applicable taxes. A late fee of five percent (5%) of the rent due in any given month shall be charged and due if payment is not made within five (5) days after same becomes due and payable. Interest at the maximum rate allowed by law shall accrue and be payable on all sums due hereunder from and after the due date thereof until paid. 5. As -Is: Sublessor makes no representations or warranties, express or implied, regarding the suitability of the Subleased Premises for Sublessee's intended use. Sublessee acknowledges that it has conducted its own independent investigation of the Subleased Premises and accepts the Subleased Premises "AS -IS" without reliance upon any representation or statement by Sublessor, Master Landlord, or their agents, with respect to the condition of the Premises or its fitness for Sublessee's business or any particular purpose. 6. Use of Subleased Premises: Sublessee shall use the Subleased Premises solely for , and for no other purpose without first obtaining the written consent of Sublessor and Master Landlord, which consent may be granted or withheld in Sublessor's and/or Master Landlord's sole discretion. Sublessee will 1 EXHIBIT "A" not use or permit the use of the Subleased Premises or any part thereof for any unlawful purpose, or in violation of any ordinances, laws, rules or regulations of any governmental body. Sublessee shall not do or permit any act which would constitute a public or private nuisance or waste or which would be a nuisance or annoyance or cause damage to Sublessor or which would invalidate any policies of insurance or increase the premiums thereof, now or hereafter written on the Subleased Premises. 7. Improvements: Sublessee acknowledges that neither Sublessor nor Master Landlord shall be responsible for the construction of any improvements on the Subleased Premises. Sublessee shall be solely responsible for all utility charges serving the Subleased Premises. 8. Continuous Operation: Sublessee hereby acknowledges and agrees that Sublessee shall have an obligation to open and/or continuously operate from the Subleased Premises with the minimum hours as may be required by Master Landlord. 9. Licenses: To the extent required, Sublessee shall be responsible for obtaining a certificate of use, occupational licenses, and any other licenses or certificates required by the appropriate governmental bodies to operate in the Subleased Premises. 10. Insurance and Indemnification: Sublessee shall, at Sublessee's expense, obtain and keep in full force and effect during the term of the Sublease all insurance required by Master Landlord or Sublessor, including, but not limited to a general liability insurance policy with respect to the Subleased Premises and the business operated by Sublessee, which policy shall be issued by an insurer with a Best's Rating of at least A-VII and in which the limits of liability shall be not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate. Neither Sublessee nor anyone claiming by, through, under or on behalf of Sublessee, shall have any claim, right of action, or right of subrogation against Sublessor and/or Master Landlord for or based upon any loss or damage caused by any casualty, including but not limited to fire or explosion, relating to the Subleased Premises or property therein. Notwithstanding the preceding, such waiver of subrogation shall not be self -operative, but rather shall only be effective upon the application by Sublessee and the issuance of an appropriate endorsement to Sublessee's insurance policy(s). Sublessee shall indemnify, defend and hold Sublessor and Master Landlord harmless from and against any and all claims costs, losses, expenses or liabilities (including attorneys' fees and disbursements incurred by Sublessor and/or Master Landlord in conducting an investigation and preparing for and conducting a defense) arising out of or related to (a) Sublessee's use or occupancy of the Subleased Premises or the conduct of its business or from any activity, work, neglect, fault, omission or thing done, permitted or suffered by Sublessee or by Sublessee's employees, contractors, agents, invitees, or licensees wherever and whenever occurring, including, without limitation, in or about the Subleased Premises, (b) any injury, loss, claims or damage occurring in or about the Subleased Premises, or (c) any breach or default of this Sublease by Sublessee. If any action or proceeding is brought against Sublessor, Master Landlord (or any person or entity which Sublessor is required to defend or indemnify, by agreement or otherwise) by reason of any such claim, Sublessee, upon notice from Sublessor, shall defend the same at Sublessee's expense by counsel reasonably satisfactory to Sublessor. The obligations of Sublessee under this Article shall survive the expiration or sooner termination of this Sublease. 11. Alterations: The provisions of the Master Lease shall govern. 12. Mechanic's, Materialmen's and Laborer's Liens: This Sublease expressly provides, pursuant to Section 713.10 Florida Statutes, that the interest of the Master Landlord and/or Sublessor in the Subleased Premises shall not be subject to liens for improvements made by Sublessee. Sublessor shall have the right 2 EXHIBIT "A" to record this Sublease, or a short thereof, or a notice pursuant to Florida Statutes, Section 713.10(2), in the Public Records of the county in which the Subleased Premises are located to assure that the interest of Master Landlord and Sublessor shall not be subject to any such lien. Sublessee shall not permit any mechanics' or materialmen's liens to stand against the Subleased Premises or the Property for any labor or material furnished Sublessee in connection with work of any character performed on the Subleased Premises by or at the direction of Sublessee. Sublessee's contractors, subcontractors, suppliers and materialmen (hereinafter collectively referred to as "Contractors"), will perform the work and/or furnish the required materials at the sole cost of Sublessee and that no lien for labor, services or materials will be filed or claimed by the Contractors against Landlord's interest in the Subleased Premises or the property of which the Subleased Premises are a part. 13. Assignment and Subletting: Subleases covenants not to assign, transfer, mortgage, nor pledge this leasehold, or to sublet the Subleased Premises or any part thereof without the prior written consent of Sublessor and/or Master Landlord which consent may be given or withheld in Sublessor's and Master Landlord's sole and absolute discretion. Any transfer or change in beneficial ownership of Sublessee by operation of law or otherwise shall be deemed an assignment of this Sublease. 14. Rules and Regulations: Sublessee must comply with the Rules and Regulations applicable to the Building under the Master Lease. Sublessee also covenants to be bound by such further rules and regulations as may be made by Sublessor from time to time during this Sublease. 15. Attorney's Fees: With respect to any default, failure to perform or any other dispute between Sublessee and Sublessor arising out of this Sublease, the prevailing party shall be entitled to recover all costs incurred, including reasonable attorney's fees, which shall include, but not be limited to, such fees incurred prior to institution of litigation or in litigation, including trial and appellate review, and in arbitration, bankruptcy or other administrative or judicial proceeding. 16. Default of Sublessee: It shall be a default under this Sublease ("Event of Default") if: (a) Sublessee fails to pay any installment of Rent or other sum due under this Sublease within three (3) days of when due; or (b) Sublessee fails to observe or perform any other covenant or agreement of Sublessee contained in this Sublease (including, without limitation, the covenants and agreements incorporated from the Master Lease by reference) and such failure continues for more than ten (10) days after receipt of written notice given by or on behalf of Sublessor. 17. Sublessor's Remedies for Sublessee's Default: Upon the occurrence of an Event of Default, Sublessor may terminate this Sublease and/or Sublessee's right to possession of the Subleased Premises at any time and re-enter the Subleased Premises. In addition, Sublessor may pursue any and all other remedies available at law or in equity or as otherwise set forth in the Master Lease. No course of dealing between Sublessor and Sublessee, or any delay on the part of Sublessor in exercising any rights Sublessor may have under this Sublease, operates as a waiver of any of the rights of Sublessee hereunder nor does any waiver or prior default operate as a waiver of any subsequent default. In exercising its rights and remedies under this Sublease, Sublessor is entitled to recover from Sublessee all costs incurred, including, without limitation, reasonable attorneys' fees. 18. Subordination: This Sublease and the rights of the parties under this Sublease are subject and subordinate to the Master Lease. If the Master Lease is terminated for any reason, this Sublease shall automatically terminate as of the date of termination of the Master Lease and Sublessor shall have no liability to Sublessee as a result of such termination. Sublessee additionally covenants that this Sublease is 3 EXHIBIT "A" and at all times shall be subject and subordinate to the lien of any mortgage or mortgages now existing, or which Sublessor, Master Landlord or any subsequent owner of the Building shall make, covering the Subleased Premises or the Building of which the Subleased Premises are a part, and to any and all advances made or to be made under or upon said mortgage or mortgages, and to the interest thereon. 19. Surrender at End of Term: At the expiration or earlier termination of this Sublease, Sublessee will surrender the Subleased Premises to Sublessor broom cleaned reasonable wear and tear excepted. 20. Modification: It is mutually covenanted and agreed between the parties that this Sublease constitutes the entire contract between the parties and no oral agreements or statements made by said parties or either of them, or their agents, before or after the execution of this Sublease, shall be binding upon the parties hereto. Nothing herein contained shall be deemed or construed to be a waiver on the part of Sublessor of any right or remedy in law or otherwise, which Sublessor may have become entitled to by reason of the breach of any of Sublessee's agreements herein contained. 21. Notice: Any notices required or permitted to be given under this Sublease shall be given in writing and shall be delivered (a) in person, (b) by certified mail, return receipt requested, or (c) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows: If to Sublessor: Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, Florida 33136 Attn: If to Sublessee: [ ] Attention: [ ] [ ] With a required copy to: or to such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective only upon receipt (or refusal by the intended recipient to accept delivery). Any notice which is received on a Saturday, Sunday or a legal holiday, or after 5:00 p.m. prevailing local time at the place of receipt, shall be deemed received on the next business day. 22. Time is of the Essence: Time is expressly made of the essence with respect to each and every provision of this Sublease. 23. Rights: The rights of Sublessor under the foregoing shall be cumulative, and failure on the part of Sublessor to exercise promptly any rights given thereunder shall not operate to forfeit any of the said rights. 24. Terms: Every term of this agreement shall be deemed and construed to be of the essence thereof, and any breach shall be deemed and construed to be of the very substance of this agreement, and Sublessee hereby consents to the issuance of an injunction by any court of competent jurisdiction restraining any threatened breach or any continuing breach of any covenants imposed upon Sublessee herein and hereby. Said rights of injunction shall be cumulative to the other remedies mentioned herein and given by law. 25. Execution: It is mutually agreed that this Sublease cannot be changed, altered, modified, or extended, except in writing signed by Sublessor's and Sublessee's duly authorized agents. 4 EXHIBIT "A" 26. Waiver: It is mutually covenanted and agreed between the parties hereto that the failure of Sublessor to insist upon the strict performance of any of the conditions, covenants, terms, or provisions of this Sublease, or to exercise any option herein conferred, shall not be considered or construed as waiving or relinquishing for the future any such conditions, covenants, terms, provisions, or options, but the same shall continue and remain in full force and effect. The receipt of any sum paid by Sublessee to Sublessor after breach of any condition, covenant, term, or provision herein contained shall not be deemed as waiver of such breach, but shall be taken, considered, and construed as payment for use and occupation and not as rent, unless such breach shall be expressly waived in writing by Sublessor. 27. Sublessee Risk: Sublessee agrees that all personal property brought into the Subleased Premises by Sublessee, its employees, guests, invitees and licensees shall be at the sole risk of Sublessee. Sublessor shall not be liable for theft thereof, or of any money deposited therein or for any damages thereto, such theft or damage being the sole responsibility of Sublessee. 28. Broker Commission. Sublessee has not had any conversations or negotiations with any broker concerning the leasing of the Subleased Premises. Sublessee shall indemnify Sublessor against and from any claims for any brokerage commissions and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys' fees and expenses, for any breach by it of the foregoing representation. 29. Radon: Pursuant to Paragraph 404.056(8), Florida Statutes, Sublessor is required to disclose the following: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed Federal and State guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 30. WAIVER OF JURY TRIAL: THE PARTIES HERETO HEREBY SEVERALLY, VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER OR IN CONNECTION WITH THIS SUBLEASE, REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR TORTIOUS OR OTHER CLAIM. THE PARTIES HERETO ACKNOWLEDGE THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO THE PARTIES HERETO IN ENTERING INTO THIS SUBLEASE THAT THE PARTIES HERETO WOULD NOT HAVE ENTERED INTO THIS SUBLEASE WITHOUT THIS JURY TRIAL WAIVER, AND THAT EACH OF THEM HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY REGARDING THIS SUBLEASE AND UNDERSTANDS THE LEGAL EFFECT OF THIS JURY TRIAL WAIVER. [SIGNATURES ON FOLLOWING PAGES] 5 EXHIBIT "A" IN WITNESS WHEREOF, the parties hereto have executed this agreement in duplicate the day and year first written above. SUBLESSOR: Southeast Overtown/Park West Community Redevelopment Agency By: Name: Title: SUBLESSEE: By: Name: Title: 6 EXHIBIT "A" EXHIBIT "A" FLOOR PLAN 7