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HomeMy WebLinkAboutAttachment B SUBTHIS DOCUMENT IS A SUBSTITUTION. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT ("Sublease"), made this day of , 2017 ("Effective Date"), by and between the CITY OF MIAMI, a municipal corporation of the State of Florida having its offices at 3500 Pan American Drive, Miami, Florida 33133 ("Sublessor" or "City") and NKMIA, LLC, a Delaware limited liability company, having its offices at 1175 NW South River Drive, Miami, Florida 33136, ("Sublessee"). The Sublessor and Sublessee, (together the "Parties") hereby recite: RECITALS WHEREAS, Fashion designer Naeem Khan is relocating his New York -based corporate headquarters to the City, specifically to County -owned property located at 1175 NW South River Drive, and his company, NKMIA, LLC ("NKMIA") has executed a ninety (90) year lease agreement with Miami -Dade County ("County") for said County -owned property; WHEREAS, NKMIA received approval for the construction of two buildings that will house the corporate headquarters, a manufacturing facility and a fashion school and received approval for the construction of a public riverwalk and new seawall ("Project"); WHEREAS, NKMIA has requested the City sublease the premises owned by the State of Florida Department of Transportation ("Department") located under the N.W. 12th Avenue Bridge, also known as Parcel No. 4454, as more particularly described in Exhibit "A" ("Property") for parking purposes only; WHEREAS, the Department approved the City to sublease the Property under that certain Lease Agreement dated the day of , 2017 ("Lease"); WHEREAS, it is the mutual desire of the Parties that the Property be subleased for the purposes set forth in this Sublease, subject to and upon the express terms and conditions contained herein. NOW THEREFORE, in consideration of the mutual promises of the Parties contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sublessor and the Sublessee agree as follows: The foregoing Recitals are hereby incorporated into this Sublease by this reference as if set out in full in the body of this Sublease. 1. Property and Term. The Sublessor does hereby sublease unto the Sublessee the Property, for a term of ten (10) years beginning and ending . This Sublease may be File No. 2276 Page 1 of 14 renewed for an additional ten (10) years term; however, in no event shall this Sublease extend beyond the expiration of the total term of the Lease. Sublessee shall provide Sublessor (150) days advance written notice of its intent to exercise the renewal option. 2. Use, The subleased Property shall be used solely for vehicle parking purposes. If the Property is used for any other purpose, the Sublessor shall have the option to immediately terminate this Sublease. The Sublessee shall not use or permit any use of the Property in any manner that would obstruct or interfere with the operation or maintenance of any transportation facilities owned by the Department. Sublessee shall use the Property in aecordance with applicable federal, state, local laws, rules and permits, as the same may be constituted including without limitation, those of the City and the Department. 2.1 Users. The Parties hereby agree to allow the following number of parking spaces to be reserved for the Sublessor, Sublessee, and the Department's bridge tender, collectively the ("Users"): • Sublessee: 31 spaces • Sublessor: 10 spaces • Bridge Tender: 1 space 2.2 Signage. In addition to any other signage that is required by statue, regulation, ordinance or applicable law, the Sublessee, at its own cost, may conspicuously display signage on or about the Property advising that the subject Property is a parking lot for the Sublessee and Sublessor, and all unauthorized vehicles will be towed at the expense of the vehicle's owner. Such signage may also advise that the owner, Sublessor and Sublessee, of the Property is not liable for any loss or damage to any vehicle, or the contents of any vehicle parked on or about the Property. All signage shall be submitted to Sublessor and the Department for approval, which approval shall not be unreasonably withheld. 3. Rent. In exchange for the Improvements provided, no rent payments shall be required of the Sublessee during the initial ten (10) year term. Thereafter, Sublessee shall pay the going market rate, per a City -approved State of Florida certified appraisal, for those spaces used by the Sublessee, with Sublessee's total monthly payment made in two (2) equal parts of fifty percent (50%) each to the City and the Department. The Parties agree that the Sublease shall be modified accordingly. 4. Improvements. The Sublessee agrees to construct a new parking facility, as described in the attached Exhibit "B" ("Improvements"), at the Sublessee's sole cost and expense. Sublessee shall construct the Improvements on the Property within twelve (12) months of the Effective Date. Sublessee shall submit to the Department and Sublessor for approval (not to be unreasonably withheld, delayed, or conditioned) its plans (defined below) for the commencement and completion of the construction of the Improvements. The plans shall include construction and development plans for the Property ("Plans"). All Plans furnished under this Sublease are expressly subject to the Sublessor's and Department's written approval. The City Manager is hereby authorized to act on behalf of the City for purposes of such approval, and which approval he or she may not unreasonably withhold, condition or delay. Page 2 of 14 In the event that the Department or Sublessor disapproves the Plans, Sublessee shall modify the Plans in accordance with the reasons set forth in the disapproval notice, if applicable. The modified Plans shall be resubmitted to the Department and/or Sublessor for final review and approval within thirty (30) business days of receipt of the notice. No approval by the City Manager of any Plans furnished under this Sublease pursuant to this section of this Sublease shall relieve Sublessee of any obligation it may have at law to file such Plans with any department of the City, if applicable, or any other governmental authority having jurisdiction over the issues; or to obtain any building or other permit or approval required by applicable laws. Sublessee acknowledges that any approval given by the City Manager pursuant to this Section shall not constitute an opinion or agreement by the City that the Plans are structurally sufficient or in compliance with applicable laws. Subject to the provisions of this Sublease, Sublessee, at Sublessee's sole cost and expense, at all times during the Sublease term, shall make all repairs to all Improvements, including, without limitation, any repair or replacement to the Improvements. The Sublessee shall be responsible for maintenance and repairs to the Improvements to the Property throughout the term of this Sublease. Sublessee shall utilize the services of a licensed CEI firm that is pre -qualified with the State of Florida to perform the work, including all construction and engineering inspection work related to the Improvements at Sublessee's sole cost and expense. Said CEI shall certify the completion of the work, in accordance with final approved Plans, at the end of construction, in accordance with the provisions of the current Department Construction Project Administration Manual (CPAM). Should any changes to the Plans be required during construction of the Improvements, the Sublessee shall be required to notify the City and the Department of the changes and receive approval from the City and the Department prior to the changes being constructed. During construction, Sublessee shall be responsible for the maintenance of the Property all times, at Sublessee's sole cost and expense. Title to all Improvements, shall vest in the Department, free and clear of all liens and encumbrances. 5. Property to Remain Free of Liens. During the term of this Sublease, the Sublessee shall make, or cause to be made, prompt payment of all money due and legally owed to all persons doing any work, including subcontractors, or providing supplies and equipment in connection with the construction, reconstruction or operation of the Property. The Sublessee shall have no power or right to, and shall not in any way, encumber the Department's fee simple interest in the Property. If any liens or encumbrances shall at any time be filed against the Property, the Sublessee shall, upon acquiring knowledge of such lien or encumbrance, promptly take and diligently pursue a cause of action to have the same discharged or to contest in good faith the amount or validity thereof and, if successful in such contest, to have the same discharged. If Sublessee fails to discharge the lien, the Sublessor, in addition to any other right or remedy that it may have, may take such action as may be reasonably necessary to protect the City and Department's interests, and the Sublessee shall be responsible for any and all reasonable costs incurred by the Sublessor in connection with such action, including all reasonable legal fees, costs and expenses. Page 3 of 14 6. Insurance. In connection herewith, Sublessee shall obtain and maintain, or cause to be obtained and maintained, in full force and effect throughout the period of this Sublease, the insurance coverage set forth in Exhibit "C". Additionally, as may be required by state, county, or city laws from time to time for work conducted on or use of municipal properties, Sublessee shall obtain and maintain, or cause to be obtained and maintained, throughout or during the Sublease term, as applicable, such types and amounts of payment, performance, maintenance, or restoration bond(s) as shall be required to be reviewed and approved by the City's Risk Management Department. 6.1 Sublessee Contractors. Sublessee shall require any contractor of Sublessee's performing work on the Property to carry and maintain, at no expense to the Sublessor, those same specific insurance requirements as may be established by the City's Risk Administrator, and more specifically set forth in Exhibit "D". The Sublessor reserves the right to reasonably amend the insurance requirements herein as may be applicable in connection with the scope contemplated under this Sublease. Sublessor further reserves the right to request copies of all applicable policies in connection with this Sublease. 7. Indemnification. Sublessee shall indemnify, defend and hold harmless the Department and the City and its officials, employees and agents (collectively the "Indemnitees") from and against any and all third party loss, costs, penalties, fines, damages, claims, liabilities or expenses (including without limitation, reasonable attorneys' fees and costs through litigation and all appeals) (collectively, "Liabilities") by reason of any injury to, or death of, any person or damage to, or destruction or loss of, any property arising out of or resulting from or which is caused, in whole or in part, by the negligence of Sublessee or Sublessee representatives in the construction, maintenance, repair, and/or removal of the Improvements. Sublessee expressly agrees to indemnify, defend and hold harmless the Indemnitees, or any of them, from and against all Liabilities which may be asserted by an employee or former employee of Sublessee, or any of its contractors, or subcontractors, as provided above, for which the Sublessee's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar law. Sublessee further acknowledges that, as lawful consideration for being granted a Sublease to use the Property, Sublessee, on behalf of itself, its agents, invitees and employees, does hereby release from any legal liability the Department and the City, and its officers, employees and agents, from and against any and all claims for injury, death or property damage resulting from Sublessee's use of the Property. 8. Access to the Property. The Department and the City may enter the Property at any time without prior notice to Sublessee for any purpose, including, without limitation, performance of this Sublease agreement, observing and inspecting the Property maintaining, repairing and improving the transportation facilities and for any and all other lawful purpose the Department and the City determine necessary for the conduct of its business. 9. Termination. This Sublease may be terminated by the City immediately, without prior written notice, upon default by Sublessee hereunder, and may be terminated by either party without cause upon thirty (30) days written notice to the other party. Page 4of14 10. Miscellaneous. Sublessee shall not, at any time during the Sublease term, enter into (i) any sublease, license, or concession with respect to the entire Property or (ii) sublease, assign or transfer this Sublease to any third party or parties, without first procuring the prior written consent of the City, which consent shall not be unreasonably withheld. Sublessee shall, in all material respects, at Sublessee's sole cost and expense, comply with all applicable federal, state, and local laws, and all applicable permitting and regulatory requirements, rules, regulations, codes, ordinances, and written policies now in force, or which may hereafter be in force, pertaining to Sublessee or its use of the Property, and shall faithfully observe in the use of the Property or in the performance of any alterations (including, without limitation, the construction of any Improvements) all applicable laws now in force or which may hereafter be in force. Any notice by the Parties required to be given must he served by certified mail return receipt requested, or by hand delivery, addressed to Sublessor or Sublessee at: If to Sublessor at: City Manager City of Miami 444 SW 2nd Avenue, loth Floor Miami, Florida 33130 With copies to: City Attorney City of Miami 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 City of Miami Director, Depart. of Real Estate & Asset Management City of Miami 444 SW 2nd Avenue, 3rd Floor Miami, Florida 33130 If to Sublessee at: Naeem Khan NKIVIIA, LLC 1175 NW South River Drive Miami, Florida 33136 With a copy to: Shariq Khan NKMIA, LLC 1175 NW South River Drive Miami, Florida 33136 Daniel Zumpano, Esq. Zumpano Castro, LLC 500 S. Dixie Hwy. Ste. 302 Coral Gables, Fl. 33146 All notices given hereunder shall be effective and deemed to have been given upon receipt by the party to which notice is being given, said receipt being deemed to have occurred upon hand delivery, or upon such date as the postal authorities shall show the notice to have been delivered, refused, or deemed undeliverable, as evidenced by the return receipt or proof of deliver. Notwithstanding any other provision hereof, Sublessor shall also have the right to give notice to Sublessee in any other manner provided by law, but notice by publication shall not be valid where written notice is required by Sublessor. If there shall be more than one Sublessee, any notice required or permitted by the terms of this Sublease may be given by or to any one thereof, and shall have the same force and effect as if given to all thereof. Page 5 of 14 11. Job Creation Requirement and Compliance. Thirty-five percent (35%) of the jobs created by Sublessee shall be set aside for City residents; with an independent third party, properly licensed pursuant to Chapter 473, Florida Statutes, and possessing a minimum of two (2) years experience in contracts compliance, auditing, personnel administration or payroll enforcement, verifying and confirming monthly compliance with said job creation requirement, at the cost of Sublessee; with payment of a penalty to the City equal to the monthly fair market value of the parking spaces allotted to Sublessee per each month of noncompliance. 12. Entire Agreement. This instrument constitutes the sole and only agreement of the Parties, and correctly sets forth the rights, duties, and obligations of the Parties. There are no collateral or oral agreements or understandings between the Parties relating to this Sublease. Any promises, negotiations, or representations not expressly set forth in this Sublease are of no force or effect. This Sublease shall not be modified in any manner except through an instrument, in writing, executed by each Party. 13. Venue. This Sublease shall be governed by Florida law and all disputes arising out of the same shall be subject to the exclusive jurisdiction and venue of the state or federal courts located in Miami -Dade County, State of Florida, and the Parties consent to the exclusive personal jurisdiction and venue of these courts. Each party shall bear its own attorney's fees. 14. Non -Discrimination. In connection with the performance of any obligation under this Sublease, Sublessee agrees not to refuse to hire, discharge, promote or demote, or to discriminate in matters of compensation, against any person otherwise qualified on the basis of race, color, religion, national origin, gender, age, military status, sexual orientation, marital status or physical or mental disability; and further agrees to insert the foregoing provision in all subcontracts related to the performance of this Sublease. 15. Waiver. No waiver or breach of any provision of this Sublease 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. 16. Third -Party Beneficiaries. Nothing in this Sublease, express or implied, is intended to (a) confer upon any person, other than the expressed Parties herein, any rights or remedies under or by reason of this Sublease as a third -party beneficiary, or otherwise; or (b) authorize anyone not a party to this Sublease to maintain an action pursuant to or based upon this Sublease. 17. Time of Essence. Time shall be deemed of the essence on the part of the Parties in performing all of the terms and conditions of this Sublease. Page 6 of 14 THE REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK IN WITNESS WHEREOF, Sublessor and Sublessee have executed this Sublease, or have caused the same to be executed, as of the date and year first above written, SUBLESSOR: CITY OF MIAMI, a municipal corporation ATTEST: of the State of Florida By: By: Todd B. Hannon Daniel J. Alfonso City Clerk City Manager APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM & REQUIREMENTS: CORRECTNESS: By: By: Ann -Marie Sharpe, Director Victoria Mendez Risk Management Department City Attorney Page 7 of 14 SUBLESSEE: NKMIA, LLC Name of Authorized Agent Title ATTESTED BY: CORPORATE SEAL By: Narne Title Company Naine By: Name Title Company Name Page 8 of 14 Exhibit A Property Sketch and Legal Description (TO BE INCORPORATED PRIOR TO EXECUTION) Page 9 of 14 EXHIBIT B niF/FAinmppiNiv EFJ 3E SUPPORT ttViAtS t'Mf WALK. PLR/4 M EASE) OFF QFPRESSURENO1TS T.SlaN ON SgTE AND WILt_ NEFD TO SS •,,,ERFRE5 vio4 SUSYSY AfialIfTECTONICA 2PLOCAP.4,43444Asert XII 31 R.t.272.1114ft VFLORti ftt'S vrew, NAEEN1 KHAN STUDIO €173 NW SX11-1 =it o, 2TH AVE BRIDGE PARKING SK0.01 Each Occurrence $2,000,000 Policy Aggregate $2,000,000 City of Miami and FDOT listed as an additional insured Excess Follow Form over all applicable liability policies included herein V. Property Commercial Property Insurance covering the buildings, fixtures, equipment, inventory or contents, improvements, and betterments owned by NKMIA, LLC. The property policy shall, at a minimum, cover the perils insured under the ISO Special Causes of Loss Special Form (CP 10 30), or a substitute form providing equivalent coverages, including debris removal, windstorm, hail and flood, demolition and increased cost of construction that are caused by Legal requirements regulating the construction or repair of damaged Facilities, including an ordinance and law endorsement, in an amount of not less than the replacement cost of the property insured. In addition, the property policy should include coverage for business interruption including extra expense coverage written on an actual loss sustained basis, if available, along with sprinkler leakage and plate glass if applicable. The amount of insurance shall equal the full estimated replacement cost of the Facilities owned by NKMIA, LLC. The City shall be included as an additional insured and loss payee under the commercial property insurance. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. The City reserves the right to request a certified copy of the insurance policy including all endorsements. In addition, the City must be provided with all applicable additional insured endorsements as noted in the insurance exhibit, which must be attached to each of the corresponding certificates of insurance. Page 12 of 14 Exhibit D INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE -CONSTRUCTION REQUIREMENTS NKMIA, LLC I. Commercial General Liability B. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Products/Completed Operations $1,000,000 Personal and Advertising Injury $1,000,000 C. Endorsements Required City of Miami & FDOT listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement IV. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident B. Endorsements Required City of Miami & FDOT listed as an Additional Insured V. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability $1,000,000 A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit IV. Umbrella Policy Page 13 of 14 A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $2,000,000 Aggregate $2,000,000 City of Miami & FDOT listed as an additional insured Excess Follow Form over all applicable liability policies contained herein V. Owners & Contractor's Protective Each Occurrence $1,000,000 General Aggregate $1,000,000 City of Miami & FDOT listed as named insured VI. Payment and Performance Bond $ Full Value City of Miami & FDOT listed as an Obligee VII. Builder's Risk Causes of Loss: All Risk of Direct Physical Damage or Loss Valuation: Replacement Cost Deductibles: 5% Wind, Hail, and Flood, $25,000 AOP Coverage Extensions included City of Miami listed as an additional insured and loss payee The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no Tess than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Page 14 of 14 THIS SUBLEASE AGREEMENT ("Sublease"), nude this day of 2017 ("Effective Date)„ by and between the CITY OF MIAMI, a municipal corporation f the State of Florida having its offices at 3500 Pan American Drive, Miami, Florida 33133 'Sublessor" or "City") and. NKMIA, LLC, a Delaware limited liability company, having its o '.ces at 1175 NW South River Drive, Miami, Florida 33136, ("Sublessee), The Sublessor •and ublessee, (together. the "Parties") hereby recite: aa WHEREAS, Fashion designer Naecin Khan is relocating New York -based emporate headquarters to the City, specifically to County -owned property 1 eated•at I 175 NW South River Drive, and his company, NKMIA, LLC ("NKMIA") has e. uted a ninety (90) year lease agreement with the Miami -Dade County ("County") for said ounty-owned property; co WHEREAS, NKMIA received approval for tl construction of two buildings that will house the corporate headquarters, a manufacturing cility and a fashion school and received approval for the construction of a public riverwalk d new seawall ("Project"); WHEREAS, NKMIA has requested d City sublease the premises owned by the State of Florida Department of Transportation ("Dep rtment") located under tbel\L W. 12th Avenue Bridge, also known as Parcel No, 4454, as more articularly described in Exhibit "A" ("Property") for parking purposes only; t‘i WHEREAS, the Departm t approved the Cityto sublease the Property under that certain.. WHEREAS, it is e mutual desire of the Parties that the Property be subleased for the purposeset forth in this ublease, subject to and upon the express terins and conditions contained ts. herein. NOW T r REFORE, in consideration of the mutual promises of the Parties contained herein and oth good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgf 4, the Sublessor and the Sublessee agree as fbIlows; SUBLEASE AG E SUBSTITUTED WIENT Leaae Agreement dated the RECITALS day of , 2017 ("Lease"); The forett ng Recitals are hereby ineorporated into this Sublease by this reference as if set out in :full in e body ofthis Sublease: 1„ P or and Term, The Sublessor does hereby sublease unto the Sublessee: the Property, for a erm of ten (10) years beginning August 1, 2017 and ending July 31, 2027 This SUBSTITUTED Sublease may be renewed for an additional ten (10) years term; however in no event shall is Sublease extend beyond the expiration of the total term of the Lease. Sublessee shall pr•vi.de Sublessor (150). clays advance written notice of its intent to exercise the -renewal option. 2. Use, The subleased Property shall be- used solely for vehicle parking purposes. if tr e Property is used for any other purpose, the Sublessor shall have the option to immediately ..rminate this Sublease, The Sublessee shall not use or permit any use of the Property in any m ner that would obstruct or interfere with the operation or maintenance of any transportation f ilities owned by the 'Department. Sublessee -shall use the Propertyin accordance with applicab ; federal, state, local laws, rules and permits, .as the same may be constituted including without itati011, those of the City and the Departrn,ent. 2.1 Users. The Parties hereby agree to allow the fell.owinguumber of r .rking spaces to be reserved for the Subl.esso:r, Sublessee, and the (Department's bridge tender, lectively the ("Users" ): Sublessee: 3 ] spaces Sublessor: 10 spaces • Bridge Tender:.1 space 2.2 Sig t.ai c. in addition to any other signage that is r. wired by statue, regulation, ordinance or applicable law,. the Sublessee, at its own cost-, may cispicuously display signage on or about the -Property-advising that the subject Property is apart mg lot for the Sublessee, the Sublessor and all unauthorized vehicles will be towed at the expo: e of the vehicle's owner. Stich. signage may also - advise .that the oww r, Stiblesso.r and Sublesse of the Property is not liable_ for any less- or damage to any velncl.e, earthe:contents of any vehicl parked an or about the Property. All signage shall be submiitted to Sublessor and the Departmfor approval, which approval shall not be unreasonably withheld. 3. Rent. in exchange for the impr n ements provided no rent payments ents shall be required of the Sublessee during the initial ten (", r) year terra. Thereafter, Sublessee shall pay the going market rate, per. a City -approved Sta of Florida. certified appraisal, for :those spaces used by the Sublessee, with Sublessee's rtal monthly payment made in two (2) equal parts of fifty peicent (50%) each to the city and e Department. The Parties agree that the Sublease .Shall be modified accordingly. 4. Improverents. e Sublessee agrees to construct •a new parking facility, as described in the attached Exhibit-": (" ltnpravements"),: at the Sublessee's sole cost and expense, Sublessee shall construct the liar rovenients on the Property within. twelve (12) rriarutlls of the- Effective late. Sublessee shal. submit to the Department and Sublessor for Approval (not to be Unteasoraihiy withheld, d ayed, or conditioned) its plans (defined below) for the con me cernerit and. completio • of the construction of the Improvements, The plans shall ine.1ude construction and develop.'' ent plans for the Property ('`Plans"). All Pans furnished under this Sublease are expressly subject to the l~Sublessor.'s and .Departmentt's ten approvl. The City -Manager is hereby authorized to act on behalf of the City for purposes such approval., and which. approvathe.or she may not unreasonably withhold:, condition or delay. Attachment: 2276 Attachment B (2276 : Authorize Sublease Agreement - NW 12 Ave Bridg SUBSTITUTED In the event that the Department or Sublessor disapproves the Pl.ans, Sublessee shall mo ify the Plans in accordance with the reasons set forth in the disapproval notice, -if applicable.. Th modified Plans.shall beresubmitted to theDepartment and/or Sublessor for final review and ap oval .within thirty (3.0) business days .of receipt of the notice. No approval by the City Manager of any Plans 'furnished ander this Subleas pursuant to this - section of this Sublease shall relieve Sublessee of any obligation it may hav at law to file such Plans with any department of the City, if applicable, or any other goyernm tal authority having jurisdiction over the issues; or to obtain any building or other permit .0 .. approval required by .applicable laws. Sublessee acknowledges that any approval given by tl City -Manager pursuant to this Section shall not constitute an opinion or agreement by t City that the Plans are. structurallysufficient or in compliancewith applicable Subject to the provisions of this Sublease, Subless-ee, at Su -bless • sole cost and expense, at all timesduring the Sublease term., shall make all repairs to all mproveinents„ ineluding, without limitation, any repair or replacement to the ImproVements. •ie. Sublessee shall be responsible for -maintenance and repairs to the Improvements to the Prop y throughout the term of this Sublease. Sublessee shal.1 utilize the services of a licensed GE. rn that is pre -qualified with the State of Eiorida to perform the work, including all and engineerMg inspection work related to the Improvements at Sublessee's sole cost and ex -n-se. -Said CH shall certify the completion of the Work, in accordance. with final approved Pia , at the end of construction, in accordance with the provisions of the current Department ConsI otion Project. Administration Manual (CPAM). Shouldany changes to the Plans be re' .ired during construction of the Improvements, the. S ablessee shall be required to notify EtipCity and the Department of the changes and receive. approval from the City and the Dep talent prior to the changes being constructed. During construction, Sublessee shall he res onsible for the maintenance of the Property all .times, at Sublessee's sole cost and expense. Title to all Improvements, s I vest in the Department, free and cleat Of all liens and encUmbranees. S. Proi ert to Remain F e ofLieiis. During the tem adds Sublease, the Sublessee shall 'make, or cause to be made, prynpt payment of all money due and legally awed to persons doing any work, including sub ntractors, or providing supplies and equipment in connection with the construction, Neon mction or operation of the Property. The Sublessee shall have no power or right to, and shall ot in any way, encumber the Department's fee simple interest in the Property. If any liens or cumbrances shall at any time be filed against the Property, the Sublessee shall, upon acquiri knowledge of such lien or encumbrance, promptly take and diligently pursue a cause of a ion to have the same discharged or to contest in good faith the amount or validity thereof a d if successful in such contest, to have the same discharged, If Sublessee fails to discharle the lien, the Sublessor, in addition to any other right or remedy that it may have, may take .1uch action as may be reasonably necessary to protect the City and Department's interests, he Sublessee shall be responsible for any and all reasonable costs incurred by the Sublessor connection with such action, including all reasonable legal fees, costs and expenses. 2276 Authorize Subiease Agreement - NW 12 Ave Bridge) Attachment: 2276 Attachment B SUBSTITUTED 6.:insur•an•ce. In connection herewith, Sublessee shall obtain and maintain, or cause to b obtained and maintained, in hill force and effect throughout the period -of this Sublease, t . -, •insurance coverage set forth in Exhibit "C". .Additionally, as may be required by state, count ', or city laws from time to time for work conducted on or -use of municipal properties,. Suble ee shall obtain acid maintain, or cause to be obtained- and ziaintained, throughout or during the ublease term, as �rlaplicrable~, such types and amounts- of payment, .performance, maintenance, o restoration bonds) as shall be required to be reviewed and approved by the City's Risk Manag;- rent Department. .1 Sublessee Contractors. Sublessee shall require any contractor of Su essee's performing work. on the Property to carry and mai.n:ta:i.n.,. at no expense to the Sublessor,-ti.: se nine specific insurance , requirements as May be established by the City's .Risk A,dministra . , and more specifically set forth in Exhibit "D", The Sublessor reserves the right to reasonably amend the insure; ° ce requirements herein as may be applicable in connection with the scrape contemplated und this Sublease. Sublessor further reserves the right to request copies of all applicable policie in connection with. this Sublease. 7. Indemnification. Sublessee shall indemnify, defend nd hold harmless the Department and the City and its officials, employees and agents (coilectivY:y the "Indernnitees") from and against any and all third party loss, costs, penalties, fines, damages, claims, liabilities or expenses (including without limitation, reasonable attorneys fees 9 nd costs through litigation and all appeals) (collectively, "Liabilities") by reason of any i r ury to, or death of; any person or damage to, or destructi:on or loss of, any property arising or ' of or resulting from or which is caused, in whole or in part, by the negligence of —Sublessee or Sublessee representatives in the construction, maintenance, repair; and/or removal :i' the Improvements. Sublessee expressly agrees to indemnify, defend and hold harnrles the Indernnitees, or any .of them, from and against all Liabilities which may be asserted by n employee or former employee of Sublessee, or any of its contractors, or subcontractors, as rovided above, for which the Sublessee's liability to such employee or former employee ould otherwise be limiteed to payments under state Workers' Compensation or similar law. ublessee further acknowledges that, as lawful consideration for being granted a Sublease to e the Property, Sublessee, on behalf of itself, its agents, invitees and employees, does hereby r lease from any legal liability the Department and the City, and its officers, employees and . gents, from and against any and all claims for injury, death or prop damage resulting froi ' 'ublessee's use of the Property. 8. Access to the o tray. The Department and. the City may enter the Property at any time without prior no ` e to Sublessee for any purpose, including, without limitation, performance of this Subleasegreernent, observing and inspecting the Property maintaining, repairing and improving th transportation facilities and for any and all other lawful purpose the Department and the City de mine necessary for the conduct of its business. 9. Terr nation. This Sublease may be terminated by the City immediately, without prior written natrc > upon default by Sublessee hereunder, and may be terminated by either party without cause upo r thirty (30) days written notice to the other party. SUBSTITUTED 10. Miscellaneous. Sublessee shall not, at any time during the Sublease term, enter into (i) y sublease, license, or concession with respect to the entire Property or (ii) sublease, ass.i or transfer this Sublease to any third party or parties, without first procuring the prior written nsent of the City, which consent shall .not be unreasonably withheld. Su.blessee .shaft, in all material respects, at Sublessee'ssole cost and expense, coi ply with all applicable federal, state, and local laws, and all applicable. pemiltting and regulate requirements, rules, regulations, codes, ordinanees, and written policies now in force, or whiel iay hereafter be in force, pertaining to Sublessee or its use of the Property, and Shall faithfull observe- in the use of the Property .or in the performance of any alterations (including, wd out limitation, the construction of any Improvements) all applicable laws now in force or w h may hereafter be in force. Any notice by the Parties requited to be given must be .served b certified mail return receipt requested, or by hand delivery, addressed to Sublessor or Subless at; If to Sublessor at: City Manager City of Miami 444 SW 2nd Avenue, loth Floor Miami, Florida 33130 With copies to: City Attorney City of Miami 444 SW 2rid Avenue, 9th Floor Miami, Florida 33130 City of Miami Director, Depart. of Real Management City of Miami 444 SW 2nd Avenue, 31 Floor Miami, Florida 3313 If to Subles e at: Naeem el an NKM • LLC 117. NW South River Drive arni, Florida 33136 With a copy to: Shariq Khan NKMIA, LLC 1175 NW South River Drive Miami, Florida 33136 Daniel Zumpano, Esq. state & Asset Zumpano Castro, LLC 500 S. Dixie Hwy, Ste. 302 Coral Gables, FL 33146 All notices give ereunder shall be effective and deemed to have been given upon receipt by the party to whie notice is being given, said receipt being deemed to have occurred upon hand delivery, or pan such date as the postal authorities shall show the notice to have been delivered, refused, 0. deemed undeliverable, as evidenced by the return receipt or proof of deliver. No -twilit! anding any other provision hereof, Sublessor shall also have the right to give notice to Subic ..ee in any other manner provided by law, but notice by publication shall not be Valid where writ .1 notice is required by Sublessor. If there shall be mote than one Sublessee, any notice e uired or permitted by the terms of this Sublease may be given by or to any one thereof, and have the same force and effect as if given to all thereof Attachment: 2276 Attachment B (2276 Authorize Sublease Agreement - NW 12 Ave Bridge) SUBSTITUTED 11. .Entire A2reement. This instrument constitutes the. .sole and only agreement of e Parties, and comedy sets forth the rights, duties, and obligations of the Parties. There are no - °Enteral or oral agreements or understandings between the Parties. relating to. this Sublease, t ny promises, negotiations, or representations not expressly set forth in this. Sublease- are of n' force or effect. This Sublease shall. not be mo-dified in any mariner except through, an ins ment„ in writing, executed by each Party. 12. Venue. ThiS Sublease shall be governed by Florida law and all disput .arising Out of the same shall be subject to the exclusive jurisdiction and venue of the state -o federal courts 1.oented. in Miami -Dade Comity, State. of Florida, andthe Parties consent tothee r usive personal jurisdiction and venue of these courts. Each party shall bear its own attorney's f es, 13. .Non-DiScrimination. In connection with the performat e of any obligation Under this. Sublease, Sublessee agrees natio refuse to hire, diseharge, pr. note or demote, or to discriminate in.matters of compensation, -against any person otherwise pall -fled on the basis of race, color, religion, national. align), gender., age, military status, sexu orieritation,rnarital status or physical. or mental disability; and further agrees. to insert the fare mg .provision in aU subcontracts related to the perfonnanee- of this Sublease. 1.4. Waiver. No waiver or broach of any provisi any subsequent breach of the same or any other unless made in writing f this Sublease shall constitute a waiver of ovision hereof, and no waiver shall be effective 15. Third-.Partv Beneficiaries. Nothing. this• Sublease, express .or implied, is intended to (a) confer upon any person, other. than the c pressed. Parties herein, any .rights or remedies under or by reason of this Sublease as a third -pa beneficiary, or otherwise; or (b) authorize anyone not a party to this Sublease to maintain an n pursuant to or based Upon thi Sublease, 16. Time of Essence. Time shall e deemed. of the essence on the part ofthe Parties in performing all of the te.ing and conditions &this Stiblease THE REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK 2 Ave Bridge) Attachment: 2276 Attachment B (2276 : Authorize Sublease Agreement - N SUBSTITUTED IN WITNESS 'WHEREOF, Sublessor .and Sublessee have executed this Sublease, or .1 ve caused the same to be exmuted, as of the date and year ,first above written. ATTEST: By: Todd B. Hannon City Clerk SUBLESSOR: CITY OF MIAMI, a munici 1 corporation of the State of Florida By: Daniel J. Alfon City Manager • APPROVED AS TO INSURAN E APPROVED AS TO LEGAL FORM & REQUIREMENTS: CORRECTNESS: By: Ann -Marie Sharpe, Dir or Victoria Mondez Risk Management De artment City Attorney Attachment: 2276 Attachment B (2276 : Authorize Sublease Agreement - NW 12 Ave Bridge) SUBSTITUTED SUBLESSEE NKM.JA, LLC Name of Authorized A r Title CORPORA ;r'-, SEAL ATTESTED BY: By; Name Title Company Name By: Name Title Company Name. Attachment: 2276 Attachment B (2276 : Authorize Sublease Agreement - NW 12 Ave Bridge) SUBSTITUTED Exhibit A Property Sketch and .Legal Description (TO BE INCORPORATED PRIOR TO EXECUTION) Attachment: 2276 Attachment B (2276 : Authorize Sublease Agreement - NW 12 Ave Bridge) 9.1tERM1-1011M sitiWx owwws SPZGE 'KOCK 5,,k.VED OF teracUAREMENT:i MO MU trea-lro e6^..2*FiekEZ WV? P. SO EV".' AnatfiTECTOWCA akt-NaL AAA; 1%),V LNA, 71t. tat sz.j...g. • KHAN STUD/0 w PtkM UPC tUd`. 1 2T/-I AVE ROGE PARKING $0.01 02iniUSEMS Attachment: 2276 Attachment B (2276 : Authorize Sublease Agreement - NW 12 Ave Bridge) SUBSTITUTED Exhibit C INSURANCE REQUIREMENTS-NKMIA, LLC OPERATING PHASE I. Commercial General Liability A, Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,0 0,000 General Aggregate Limit $ ;'it0O,000 Personal and Adv. Injury "1,00O,OOO Products/Completed Operations $1.,000,00D B. Endorsements Required City of Miami and FDOT listed asadditional i ured Primary Insurance. Clause Contingent & Contractual Liability Premises and Operations Liability Explosion, Collapse and Undergroun Hazard Il. Business Automobile Liability A. Limits of Liability Bodily Injury and Property.ram.age Liability Corrtbined Single Limit Owned/ScheduledAu .s Including Hired, Bar., wed or Nan -Owned Autos Any One Acclden Endorsements 'e dired City of MI t» i and FDOT listed as an additional insured Worker's rarnpensaton Limit f I.. ability Sta ; tory-State of Florida ver of Subrogation mployer"s Liability $1,0OO,0OO A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident $1,O0O,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit IV. Umbrella Liability (Excess Follow Form) 2276 : Authorize Sublease Agreement Attachment: 2276 Attachment B SUBSTITUTED Each Occurrence Policy Aggregate $ .,000,000 $ 2,000,000 City of Miami and FOOT listed as an additional insured Excess Follow Form over all applicable liability policies included herein Property Commercial Property insurance covering the buildings, fixtures contents, improvements, and .betterments owned by NKMIA, 1 at a minimum,. cover the perils insured under the ISO Special 10 30), or a substitute form providing equivalent cover windstorm, hail and flood, demolition and increased cost Legal requirements regulating the construction or repa ordinance and law endorsement, in art amount of no property insured. In addition, theproperty poli interruption including extra expense coverage available, along with sprinkler leakage and plat The amount of insurance shall equal the owned by N KM IA, LLC. equipment, inventory or The property policy shall, uses of Loss Special Form (CP ges, including debris removal, f construction that are caused by of damaged Facilities, includingan s than the replacement cost of the should include coverage for business tten on an actual loss sustained basis, if glass if applicable. II estimated replacement cost of the Facilities The City shall be included as ari ads"tional insured and loss payee under the commercial property insurance.. The above policies shall provide the. City a larni with written notice of cancellation or material change from the insurer in accordance t.: policy provisions.: Companies authorized to do business '"n the State of. Florida, with the following qualifications, shall issue all insurance policies required abov The company must berated no ess than "A"'" as to management, and no less than "Class V" as to Financial Strength, by the Cat t edition of Best's Insurance Guide, published by ANL Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification b isk Management prior to insurance approval.. The City reserves the fight to request a certified copy of the insurance policy including all endorsements. In a dition, the City must be provided with all applicable additional insured endorsements as ,' oted in the insurance exhibit, which must be attached to each of the corresponding certificates of Trance. Attachment: 2276 Attachment B (2276 : Authorize Sublease Agreement - NW 12 Ave Bridge SUBSTITUTED Exhibit D INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE -CONSTRUCTION REQUIREMENTS NKMIA, LLC Commercial General Liability B. Limits of Liability Bodily Injury anal Property Damage Liability Each Occurrence $1,00a,000 General Aggregate Limit $2,0,000 Products/Cornpleted Operations $ ;,000,000 Personal and Advertising Injury 1,000,000 C. Endorsements Required City of Miami &. FDOT listed as an additional in red Contingent and Contractual Liability Premises and Operations Liability Explosion, Collapse and Underground Ha ,-:r Primary Insurance Clause indorsement I , Business Automobile Liability A, Limits of Liability Bodily Injury and Property Da age. Liability Corn.bined Single Limit Any Auto Including Hired, BorrowNon-twined Autos Any One Accident Endorsements Rey ired City of Miami EDOT listed as an Additional Insured V. Worker's Corn :nsati.on Limits of Li iIity Statutory tate of Florida Waiver .i f subrogation Ernp *yer's-Liability $ 1,0.00,000 Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy lirnit V. Umbrella Policy Attachment: 2276 Attachment B (2276 : Authorize Sublease Agreement - NW 12 Ave Briclg SUBSTITUTED A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $2,000,000 Aggregate $2,coo;oo0 City of Miami & FDOT listed as an additional insured Excess Follow Form over all applicable liability policies contained ha ein V. Owners & Contractor's Protective Each Occurrence General Aggregate City of Miami & FDOT listed as named insured VI. Payment and Performance Bond City of Miami & FDOT listed as an Obligee VII. Builder's Risk $1400,000 ,D00,00D $ Full Value Causes of Loss: All Risk of Direct Physic Damage or Loss Valuatiori: Replacement Cost Deductibles: 5% Wind, Flail, and Flood, $25,000 AOP Coverage Extensions included City of Miami listed as an add ti nal insured and loss payee The above policies shall provide the City erf' ' ianii with written notice of cancellation or material change from the insurer notless than (3 w days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authored to do bu.sine in the State of Florida, with the following qualiflcations, shall issue all insurance policies required abar. e: The company must be rated n' less than "A4" as to management, and no less than 'Class V" as to Financial Strength, by the la st edition of Best's Insurance Guide, published by A.M, Best Company, Oldwick, New Jersey, or it, equivalent. Ali policies and /or certificates of insurance are subject to review and verification Risk Management prior to insurance approval. Attachment: 2276 Attachment B (2276 : Authorize Sublease Agreement - NW 12 Ave Bridg SUBSTITUTED CITY OF MIAMI, FLORIDA NOTICE OF PUBLIC HEARING A public hearing will be held by the City Commission of the City of Miami, Florida o Thursday, July 13th, 2017, at 9:00 A.M. at Miami City Hall, located at 3500 Pan American Dri . -, Miami, Florida 33133, for the purpose of granting the following: A RESOLUTION OF THE MIAMI CITY COMMISSION, AUTHOR ING THE CITY MANAGER TO EXECUTE A SUBLEASE AGREEMENT ("SUBLEAS r"), BETWEEN THE CITY OF MIAMI ("CITY") AND NKMIA, LLC, A DELAWARE LIMITED LIABILITY COMPANY ("NKMIA") FOR PREMISES LOCATED UNDERNEA NORTHWEST 12TH AVENUE BRIDGE ("PROPERTY"), WITH TERMS AND CONDITIONS MORE PARTICULARLY DESCRIBED IN SAID SUBLEASE, W . ICH TERMS MAY BE AMENDED BY THE CITY MANAGER AND APPROVED BY HE CITY ATTORNEY, AS MAY BE NECESSARY IN ORDER TO MEET THE BEST EREST OF THE CITY. Said proposed resolution may be inspected by th.e public at tr°e Office of the City Clerk, 3500 Pan American Drive, Miami, Florida 33133, Monday through Fr'day, excluding holidays, between the hours of 8 a.m. and 5 p.m., or htto:I/miamifl.igm2.com five •ays before the date of the Commission Meeting. The Miami City Commission requests all interested pes be present or represented at the meeting and may be heard with respect to any proposition efore the City Commission in which the City Commission may take action. Should any person desire to appeal any decision of the City Commission with respect to any matter to be con-'dered at this meeting, that person shall ensure that a verbatim record of the proceedings is made eluding all testimony and evidence upon which any appeal may be based (F.S. 286.0105). In accordance with the Americans wi Disabilities Act of 1990, persons needing special accommodations to participate in this prceeding may contact the Office of the City Clerk at (305) 250-5361 (Voice) no later than five (5) . siness days prior to the proceeding. TTY users may call via 711 (Florida Relay Service) no later t n five (5) business days prior to the proceeding. (City Seal) #28774 Todd B. Hannon City Clerk Attachments 2276 Notice to the Public (2276 _ Authorize Sublease Agreement - NW 12 Ave Bridge)