Loading...
HomeMy WebLinkAboutCRA-R-24-0057 Exhibit AEXHIBIT "A" SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT ("Sublease") is made as of the day of , 2024 (the "Effective Date"), by and between Brightline Trains Florida LLC, a Delaware limited liability company, an address of which is 350 NW 1st Avenue, Suite 200, Miami, Florida 33128 ("Sublandlord"), and Southeast Overtown/Park West Community Redevelopment Agency ("Subtenant"), an address of which is 819 NW 2nd Avenue, 3rd Floor, Miami, Florida 33136. RECITALS A. Sublandlord is the tenant under that certain lease dated September 1, 2021, as amended by that certain First Amendment to Lease dated , 2024 (the "Master Lease"), with DTS DT Retail LLC, a Delaware limited liability company ("Landlord") (a copy of which Master Lease (including amendments thereto) is attached hereto as Exhibit A and by this reference incorporated into and made a part hereof) for the lease of 2,419 rentable square feet (the "Premises") on the mezzanine level in the Retail Element of Miami Central located in Miami, Florida (the `Building"), as more particularly described in the Master Lease. B. Subtenant desires to sublease a portion of the Premises from Sublandlord, and Sublandlord has agreed to sublease the Premises to Subtenant upon the terms, covenants and conditions herein set forth. AGREEMENT In consideration of the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows. 1. Sublease. Sublandlord hereby subleases to Subtenant and Subtenant hereby subleases from Sublandlord approximately 603 rentable square feet of the Premises (the "Subleased Premises"), as depicted on Exhibit B attached hereto and by this reference incorporated into and made a part hereof. 2. Term. The term ("Term") of this Sublease shall commence on ("Commencement Date"), and shall expire on that date which is ten (10) years from the date hereof ("Expiration Date"), unless sooner terminated as provided herein or in the Master Lease; provided, however, that Subtenant shall have no right to possession of the Subleased Premises until Subtenant has provided Sublandlord with a certificate of insurance evidencing the insurance coverages that Subtenant is obligated to maintain pursuant to this Sublease. In addition, Sublandlord hereby grants Subtenant the option to renew the Term for four (4) additional terms of one (1) year each (each a "Renewal Term"), commencing on the date immediately following the expiration of the Term or the Renewal Term, as applicable, and at the same Rent amount as during the initial Term of the Sublease. 3. Rent. Subtenant agrees to pay rent ("Rent") as set forth below in advance, commencing on the Commencement Date, and continuing on the first day of each month of the Term, together with any and all rental, sales or use taxes levied by any governmental body for the use or occupancy of the Subleased Premises: Sublease Months Monthly Rent December 1, 2022 — November 30, 2032 $1,400.00 Rent shall be paid without demand, set off or deduction to Sublandlord at 350 NW 1st Avenue, Suite 200, Miami, Florida 33128, or such other address as Sublandlord directs in writing. 4. Security Deposit. None. 5. Use; Shared Access Space. Subtenant covenants and agrees to use the Subleased Premises only for general office and professional business purposes, and for no other purpose. Subtenant shall use the Subleased Premises in accordance with the terms and conditions of the Master Lease and this Sublease. 5.1 Shared Access Space. Subtenant acknowledges and agrees that Sublandlord, its successors and assigns, may access and use, on a non-exclusive basis, the existing kitchen/break room area of the Subleased Premises. 6. Condition of Subleased Premises. Subtenant acknowledges and agrees that Sublandlord has not undertaken to perform any modifications, alterations or improvements to the Subleased Premises, and Subtenant further waives any defects in the Subleased Premises and acknowledges and accepts the Subleased Premises in its "AS IS" condition, and as suitable for the purpose for which it is leased. 7. Master Lease. As applied to this Sublease, the words "Landlord" and "Tenant" as used in the Master Lease shall be deemed to refer to Sublandlord and Subtenant hereunder, respectively. Subtenant and this Sublease shall be subject in all respects to the terms of, and the rights of the Landlord under, the Master Lease. Except as otherwise expressly provided herein, the covenants, agreements, terms, provisions and conditions of the Master Lease insofar as they relate to the Subleased Premises and insofar as they are not inconsistent with the terms of this Sublease are made a part of and incorporated into this Sublease as if recited herein in full, and the rights and obligations of the Landlord and the Tenant under the Master Lease shall be deemed the rights and obligations of Sublandlord and Subtenant respectively hereunder and shall be binding upon and inure to the benefit of Sublandlord and Subtenant respectively. As between the parties hereto only, in the event of a conflict between the terms of the Master Lease and the terms of this Sublease, the terms of this Sublease shall control. 8. Landlord's Performance under Master Lease. Subtenant recognizes that Sublandlord is not in a position to render any of the services or to perform any of the obligations required of Landlord by the terms of this Sublease. Therefore, notwithstanding anything to the contrary contained in this Sublease, Subtenant agrees that performance by Sublandlord of its obligations hereunder are conditional upon due performance by Landlord of its corresponding obligations under the Master Lease and Sublandlord shall not be liable to Subtenant for any default of the Landlord under the Master Lease. Sublandlord covenants and warrants that it will faithfully and 2 fully abide by all of its obligations under the Master Lease, including but not limited to (a) payment to Landlord of all rents and other monies owed as and when due, and (b) cooperating with Subtenant in taking reasonable action, at no cost to Sublandlord, to enforce Landlord's obligations under the Master Lease. Subtenant shall not have any claim against Sublandlord by reason of Landlord's failure or refusal to comply with any of the provisions of the Master Lease unless such failure or refusal is a result of Sublandlord's act or failure to act. This Sublease shall remain in full force and effect notwithstanding Landlord's failure or refusal to comply with any such provisions of the Master Lease and Subtenant shall pay the Rent and all other charges provided for herein without any abatement, deduction or setoff whatsoever; provided, however, that if Sublandlord receives any abatement under the Master Lease, Subtenant shall be entitled to a pro rata share of any such abatement. Subtenant covenants and warrants that it fully understands and agrees to be subject to and bound by all of the covenants, agreements, terms, provisions and conditions of the Master Lease, except as modified herein. Furthermore, Subtenant further covenants not to take any action or do or perform any act or fail to perform any act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Master Lease on the part of the Tenant thereunder. 9. Indemnity. Subtenant shall defend, protect, indemnify and hold harmless Sublandlord from and against any and all claims, demands, losses, liabilities, damages, judgments, orders, decrees, actions, proceedings, fines, penalties, costs and expenses, including, without limitation, court costs and reasonable attorneys' fees, including consequential damages, and any diminution in value or loss or interference with the transfer, use or enjoyment of the Subleased Premises, howsoever caused, which directly or indirectly relate to or result wholly or in part from, or alleged to relate to or arise wholly or in part from: (a) any violation or breach of this Sublease or the Master Lease or applicable laws, rules or regulations by Subtenant Parties (as defined below) or (b) damage, loss or injury to persons, property or business directly or indirectly arising out of any Subtenant Parties' use of the Subleased Premises, or out of any other act or omission of any Subtenant Parties. For purposes of this provision, "Subtenant Parties" shall mean Subtenant, any and all of its respective agents, employees, invitees and contractors. The provisions of this Section shall survive the expiration or earlier termination of the Master Lease and/or this Sublease. 10. Insurance. During the Term of this Sublease and at any time while Subtenant is occupying the Subleased Premises, Subtenant shall obtain and maintain in full force and effect, at its own expense, all insurance required under the Master Lease, including, without limitation, the insurance required under Section 6.1 of the Master Lease. Any such liability insurance policies shall name Sublandlord and Landlord as additional insured parties. Before occupying the Subleased Premises, Subtenant shall furnish Sublandlord with certificates of insurance issued by the appropriate insurance carrier(s) demonstrating compliance with the terms of this paragraph and providing that such insurance shall not be canceled except after thirty (30) days written notice to Sublandlord. 11. Default; Remedies. A default by Subtenant shall be deemed to have occurred hereunder if and whenever: (i) any Rent is not paid within five (5) days after becoming due whether or not any notice or demand for payment has been made by Sublandlord; (ii) any other additional rent is in arrears and not paid within ten (10 days after written demand by Sublandlord; (iii) Subtenant has failed to maintain the insurance required by this Sublease; (iv) Subtenant has breached any of 3 its obligations in this Sublease or the Master Lease (other than payment of Rent and maintenance of insurance) and Subtenant fails to remedy such breach within thirty (30) days (or such shorter period as may be provided in the Master Lease), or if such breach cannot reasonably be remedied within thirty (30) days (or such shorter period), then if Subtenant fails promptly to commence to remedy and thereafter proceed diligently to remedy such breach within sixty (60) days, in each case after notice in writing from Sublandlord; or (v) Subtenant becomes bankrupt or insolvent. In the event of any breach or default under this Sublease or the Master Lease by Subtenant, Sublandlord shall, in addition to those rights and remedies available to Landlord under the Master Lease, be entitled to seek any and all remedies available at law or in equity. 12. Variations from Master Lease. The following covenants, agreements, terms, provisions and conditions of the Master Lease are hereby modified or not incorporated herein: 12.1 Notwithstanding anything to the contrary set forth in the Master Lease, the Term of this Sublease and Rent payable under this Sublease shall be as set forth in Sections 2 and 3 above. 12.2 Notwithstanding anything contained in the Master Lease to the contrary, as between Sublandlord and Subtenant only, all insurance proceeds or condemnation awards received by Sublandlord under the Master Lease shall be deemed to be the property of Sublandlord. 12.3 All amounts payable hereunder by Subtenant shall be payable directly to Sublandlord. 12.4 In addition to the requirements, terms and conditions of the Master Lease, Subtenant shall not make or allow to be made any alterations in or to the Subleased Premises without first obtaining the written consent of Sublandlord, which consent may be granted or withheld in Sublandlord's sole discretion if such alterations affect the Building structure or any Building system, otherwise such consent shall not be unreasonably withheld (subject in any event to Landlord's consent thereto). 12.5 Notwithstanding anything contained in the Master Lease to the contrary, Subtenant shall not (i) have any right to renew or extend the Term of this Sublease, except as set forth in Section 2 above, or (ii) be entitled to any tenant improvement allowance with respect to the Subleased Premises. 13. Brokers. Neither Sublandlord nor Subtenant were represented by a broker in connection with this Sublease. Subtenant agrees to indemnify Sublandlord against any loss, liability, or expense (including reasonable attorney's fees and costs) arising out of claims for fees or commissions from anyone claiming to have represented Subtenant in connection with the sublease of the Subleased Premises. Sublandlord agrees to indemnify Subtenant against any loss, liability, or expense (including reasonable attorney's fees and costs) arising out of claims for fees or commissions from anyone claiming to have represented Sublandlord in connection with the sublease of the Subleased Premises. 4 14. Notices. Any and all notices required or permitted hereunder shall be given in writing and personally delivered, or sent by overnight courier, addressed as set forth in the introductory paragraph of this Sublease. 15. Cancellation of Master Lease. In the event of the cancellation or termination of the Master Lease for any reason whatsoever, or of the involuntary surrender of the Master Lease by operation of law prior to the Expiration Date of this Sublease, then this Sublease shall terminate concurrently therewith and neither party shall have any further rights or obligations hereunder, except for those obligations that survive the termination of this Sublease. 16. Certificates. Each party hereto shall at any time and from time to time as requested by the other party upon not less than ten (10) days prior written notice, execute, acknowledge and deliver to the other party, a statement in writing certifying that this Sublease is unmodified and in full force and effect (or if there have been modifications that the same is in full force and effect as modified and stating the modifications, if any), certifying the dates to which Rent and any other charges have been paid, and stating whether or not, to the knowledge of the person signing the certificate, the other party is in default beyond any applicable grace period provided herein in performance of any of its obligations under this Sublease, and if so, specifying each such default of which the signer may have knowledge, it being intended that any such statement delivered pursuant hereto may be relied upon by others with whom the party requesting such certificate may be dealing. 17. Assignment or Subletting. Subject further to all of the rights of the Landlord under the Master Lease and the restrictions contained in the Master Lease, Subtenant shall not be entitled to assign this Sublease or to sublet all or any portion of the Subleased Premises without the prior written consent of Sublandlord, which consent may be withheld in Sublandlord's sole and absolute discretion. 18. Entire Agreement; Waiver. This Sublease contains the entire agreement between the parties hereto relating to the sublease of the Subleased Premises and shall be binding upon and inure to the benefit of their respective heirs, representatives, successors and permitted assigns. Any agreement hereinafter made shall be ineffective to change, modify, waive, release, discharge, terminate or effect an abandonment hereof, in whole or in part, unless such agreement is in writing and signed by the parties hereto. Subtenant hereby acknowledges and agrees that this Sublease satisfies and supersedes the terms and conditions of that certain letter dated June 15, 2015, from Michael Reininger of Sublandlord to Keon Hardemon of Subtenant. 19. Captions and Definitions. Captions to the Sections in this Sublease are included for convenience only and are not intended and shall not be deemed to modify or explain any of the terms of this Sublease. 20. Further Assurances. The parties hereto agree that each of them, upon the request of the other party, shall execute and deliver, in recordable form if necessary, such further documents, instruments or agreements and shall take such further action that may be necessary or appropriate to effectuate the purposes of this Sublease. 5 21. Governing Law. This Sublease shall be governed by and in all respects construed in accordance with the internal laws of the State of Florida. 22. Consent of Landlord. The validity of this Sublease shall be subject to Landlord's prior written consent hereto pursuant to the terms of the Master Lease. 23. Attorneys' Fees. If either party hereto shall bring any action or legal proceeding for damages for an alleged breach of any provision of this Sublease, or to enforce, interpret or establish any term or condition hereof or the rights or remedies of either party hereunder, the prevailing party shall be entitled to recover, as part of such action or proceeding, reasonable attorneys' fees and court costs, including attorneys' fees and costs for appeal, as may be fixed by the court or jury. 24. Florida Sales Tax. Notwithstanding anything in this Sublease to the contrary, Subtenant shall pay any rent, sales, service, transfer or value added tax, or any other applicable tax on the Rent or services herein or otherwise respecting this Sublease. 6 The parties hereto have caused this Sublease to be executed as of the day and year first above written. Pursuant to the Master Lease, the Landlord hereby consents to the Sublease as set forth above. DTS DT Retail LLC By: Print Name: Its: Brightline Trains Florida LLC By: Print Name: As Its: Southeast Overtown/Park West Community Redevelopment Agency By: Print Name: As Its: 7 EXHIBIT A THE MASTER LEASE (SEE ATTACHED) door to the kitchen EXHIBIT B THE SUBLEASED PREMISES EXISTING ELECTRICAL PANELS 1102 I 4 L IL] 603.85 s OPEN OFFICE r7 New demasing wall