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HomeMy WebLinkAboutSEOPW CRA 2024-10-24 Agenda PacketCity of Miami 819 NW 2nd Ave 3rd Floor Miami, FL 33136 http://miamicra.com Meeting Agenda Thursday, October 24, 2024 10:00 AM City Hall 3500 Pan American Drive Miami, FL 33133 SEOPW Community Redevelopment Agency Christine King, Chair, District Five Miguel Angel Gabela, Board Member, District One Damian Pardo, Board Member, District Two Joe Carollo, Board Member, District Three Manolo Reyes, Board Member, District Four SEOPW CRA OFFICE ADDRESS: 819 NW 2ND AVENUE, 3RD FLOOR MIAMI, FL 33136 Phone: (305) 679-6800 I Fax (305) 679-6835 www.miamicra.com Southeast Overtown/Park West CRA Meeting Agenda October 24, 2024 CALL TO ORDER CRA PUBLIC COMMENTS MINUTES APPROVAL 1. Saturday, September 07, 2024 2. Thursday, September 26, 2024 CRA RESOLUTION 1. CRA RESOLUTION 16742 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), AUTHORIZING A HOUSING SUBSIDY AGREEMENT ("AGREEMENT"), RETROACTIVE TO OCTOBER 1, 2024, IN SUBSTANTIALLY THE FORM ATTACHED AS EXHIBIT "A," BETWEEN THE SEOPW CRA AND BLOCK 55 RESIDENTIAL, L.P., A FLORIDA LIMITED PARTNERSHIP ("OWNER"); AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS IN FIVE (5) ANNUAL INSTALLMENTS OF ONE MILLION SIX HUNDRED THOUSAND DOLLARS AND ZERO CENTS ($1,600,000.00) ("FUNDS"), IN AN AGGREGATE AMOUNT NOT TO EXCEED EIGHT MILLION DOLLARS AND ZERO CENTS ($8,000,000.00) ("PURPOSE"), SUBJECT TO THE AVAILABILITY OF FUNDING FROM ACCOUNT NO. 10050.920101.883000.0000.00000; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY, INCLUDING ANY AND ALL AMENDMENTS THERETO, ALL IN FORMS ACCEPTABLE TO COUNSEL; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. File # 16742 - Exhibit A City ofMianzi Page 2 Printed on 10/17/2024 Southeast Overtown/Park West CRA Meeting Agenda October 24, 2024 2. CRA RESOLUTION 16741 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS, PURSUANT TO SECTIONS 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA, AND WAIVING SAID PROCEDURES; AUTHORIZING THE EXECUTIVE DIRECTOR TO DISPERSE GRANT FUNDS, IN AN AMOUNT NOT TO EXCEED TWO MILLION DOLLARS AND ZERO CENTS ($2,000,000.00) ("FUNDS") AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION, SUBJECT TO THE AVAILABILITY OF FUNDING TO HARLEM SQUARE LLC, A FLORIDA LIMITED LIABILITY COMPANY, TO UNDERWRITE COSTS ASSOCIATED WITH THE DEVELOPMENT OF "HARLEM SQUARE," A FULL SERVICE SUPPER CLUB, LOCATED AT 173 N.W. 11TH STREET, MIAMI, FLORIDA 33136 ("PURPOSE"); FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. File # 16741 - Exhibit A File # 16741 - Notice to the Public File # 16741 - Backup City ofMianzi Page 3 Printed on 10/17/2024 Southeast Overtown/Park West CRA Meeting Agenda October 24, 2024 3. CRA RESOLUTION 16826 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS, PURSUANT TO SECTION(S) 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA; WAIVING SAID PROCEDURES FOR COMPETITIVE SEALED BIDDING; AUTHORIZING THE EXECUTIVE DIRECTOR TO DISPERSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION, SUBJECT TO THE AVAILABILITY OF FUNDING, FROM THE CORRESPONDING ACCOUNT NO. OTHER GRANT AIDS / NON — TIF REVENUE FUND - 10051.920101.883000.0000.00000, IN AN AGGREGATE AMOUNT NOT TO EXCEED ONE HUNDRED EIGHTY THOUSAND DOLLARS AND ZERO CENTS ($180,000.00) ("FUNDS") TO ASSIST THE ORGANIZATION SET FORTH IN EXHIBIT "B," ATTACHED AND INCORPORATED HEREIN, IN PROVIDING YOUTH TRAINING PROGRAMS, AS DESCRIBED IN THEIR RESPECTIVE PROPOSAL, AS SET FORTH IN EXHIBIT "C," WITHIN THE REDEVELOPMENT AREA IN FISCAL YEAR 2024-2025 ("PURPOSE"); FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. File # 16826 Exhibit A File # 16826 - Exhibit B File # 16826 - Exhibit C File # 16826 - Notice to the Public City ofMianzi Page 4 Printed on 10/17/2024 Southeast Overtown/Park West CRA Meeting Agenda October 24, 2024 4. CRA RESOLUTION 16827 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS, PURSUANT TO SECTION(S) 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA; WAIVING SAID PROCEDURES FOR COMPETITIVE SEALED BIDDING; AUTHORIZING THE EXECUTIVE DIRECTOR TO DISPERSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION, SUBJECT TO THE AVAILABILITY OF FUNDING, FROM THE CORRESPONDING ACCOUNT NO. OTHER GRANT AIDS / NON — TIF REVENUE FUND - 10051.920101.883000.0000.00000, IN AN AGGREGATE AMOUNT NOT TO EXCEED ONE HUNDRED SIXTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS ($167,500.00) ("FUNDS") TO ASSIST THE ORGANIZATIONS SET FORTH IN EXHIBIT "B," ATTACHED AND INCORPORATED HEREIN, IN PROVIDING ARTS & CULTURE PROGRAMS FOR THE PRESERVATION OF HISTORICAL CULTURAL HERITAGE, AS DESCRIBED IN THEIR RESPECTIVE PROPOSALS AS SET FORTH IN EXHIBIT "C," WITHIN THE REDEVELOPMENT AREA IN FISCAL YEAR 2024-2025 ("PURPOSE"); FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. File # 16827 File # 16827 File # 16827 File # 16827 - Notice to the Public - Exhibit A - Exhibit B - Exhibit C City ofMianzi Page 5 Printed on 10/17/2024 Southeast Overtown/Park West CRA Meeting Agenda October 24, 2024 5. CRA RESOLUTION 16740 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE A NEW LEASE AGREEMENT ("LEASE"), IN SUBSTANTIALLY THE FORM ATTACHED AS EXHIBIT "A," WITH BLOCK 55 ORG OWNER, LLC, A FLORIDA LIMITED LIABILITY COMPANY ("BLOCK 55") FOR 1,000 SQUARE FEET OF RETAIL AND/OR COMMERCIAL SPACE ("PURPOSE") AT 249 N.W. 6TH STREET, SUITE 108, MIAMI, FLORIDA, 33136 ("PROPERTY"), FOR A TEN (10) YEAR INITIAL TERM, AT A TOTAL BASE RENT OF TWENTY THOUSAND DOLLARS AND ZERO CENTS ($20,000.00) ANNUALLY, WITH A FIVE PERCENT (5%) ANNUAL INCREASE AFTER THE FIRST LEASE PERIOD, ALLOCATING FUNDS FROM ACCOUNT NO. 10050.920101.544000.0000.00000; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY, INCLUDING ANY AND ALL AMENDMENTS THERETO, ALL IN FORMS ACCEPTABLE TO COUNSEL; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. File # 16740 - Exhibit A 6. CRA RESOLUTION 16828 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), AUTHORIZING THE EXECUTIVE DIRECTOR WITH THE PROSPECTIVE AUTHORITY TO NEGOTIATE AND EXECUTE A SUBLEASE AGREEMENT ("SUBLEASE") ON OR AFTER DECEMBER 7, 2024, IN SUBSTANTIALLY THE FORM ATTACHED AS EXHIBIT "A," FOR 1,000 SQUARE FEET OF COMMERCIAL SPACE FOR RETAIL USE ("PURPOSE") AT 249 N.W. 6TH STREET, SUITE 108, MIAMI, FLORIDA, 33136, FOR WHICH TERMS MAY BE AMENDED BY THE EXECUTIVE DIRECTOR, ALL IN FORMS ACCEPTABLE TO COUNSEL, SUBJECT TO THE EXPIRATION OF THE 30-DAY NOTICE OF DISPOSITION OF PROPERTY AND REQUEST FOR PROPOSAL, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "B", PURSUANT TO FLORIDA STATUTES SECTION 163.380 3(A); PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. File # 16828 - Exhibit A File # 16828 -Exhibit B City ofMianzi Page 6 Printed on 10/17/2024 Southeast Overtown/Park West CRA Meeting Agenda October 24, 2024 7. CRA RESOLUTION 16829 A RESOLUTION OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY PROVIDING FOR THE ISSUANCE OF TAX INCREMENT REVENUE BONDS OF THE AGENCY TO FINANCE OR REFINANCE THE ACQUISITION AND CONSTRUCTION OF COMMUNITY REDEVELOPMENT PROJECTS IN THE REDEVELOPMENT AREA OF SUCH AGENCY; PROVIDING FOR THE PAYMENT AND SECURITY THEREOF; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING FOR AND AUTHORIZING THE ISSUANCE OF ITS TAX INCREMENT REVENUE BONDS, SERIES 2024 IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $150,000,000, TO BE ISSUED IN ONE OR MORE SERIES, FOR THE PURPOSE OF FINANCING CERTAIN GRANTS TO BE USED FOR THE CONSTRUCTION OR REHABILITATION OF AFFORDABLE HOUSING, FINANCING THE CONSTRUCTION OF OTHER CAPITAL IMPROVEMENTS IN THE REDEVELOPMENT AREA, AND REFINANCING CERTAIN OUTSTANDING OBLIGATIONS; DELEGATING THE AWARD OF THE SALE OF THE SERIES 2024 BONDS TO THE EXECUTIVE DIRECTOR; PROVIDING FOR SECURITY FOR THE HOLDERS OF SUCH SERIES 2024 BONDS; APPROVING THE FORM OF A PRELIMINARY OFFICIAL STATEMENT AND DELEGATING TO THE EXECUTIVE DIRECTOR THE AUTHORITY TO DEEM FINAL FOR CERTAIN PURPOSES AND APPROVE THE USE OF AND DISTRIBUTION OF THE PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT WITH RESPECT TO THE SERIES 2024 BONDS; APPOINTING A REGISTRAR, PAYING AGENT AND FISCAL AGENT; APPOINTING AN ESCROW AGENT; APPOINTING A VERIFICATION AGENT; PROVIDING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE THEREOF; PROVIDING CERTAIN OTHER DETAILS WITH RESPECT THERETO; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. City ofMianzi Page 7 Printed on 10/17/2024 Southeast Overtown/Park West CRA Meeting Agenda October 24, 2024 8. CRA RESOLUTION 16830 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE THE SETTLEMENT AGREEMENT ("AGREEMENT"), ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A", BETWEEN THE SEOPW CRA AND H.A. CONTRACTING CORPORATION (H.A.C.C.) ("PURPOSE") IN THE AMOUNT OF TWO MILLION ONE HUNDRED FORTY-SEVEN THOUSAND TWO HUNDRED NINETY-SIX DOLLARS AND FIFTY-FOUR CENTS ($2,147,296.54), ALLOCATING FUNDS FROM OTHER GRANTS AND AIDS ACCOUNT NO. 10050.920101.883000.0000.00000; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY, INCLUDING ANY AND ALL AMENDMENTS THERETO, ALL IN FORMS ACCEPTABLE TO COUNSEL; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. File # 16830 - Exhibit A ADJOURNMENT City ofMianzi Page 8 Printed on 10/17/2024 4.1 SEOPW Board of Commissioners Meeting October 24, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King and Members of the CRA Board From: James McQueen Executive Director Date: October 17, 2024 File: 16742 Subject: Block 55 Residential, L.P., Housing Subsidy Agreement. Enclosures: File # 16742 - Exhibit A BACKGROUND: A Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA Board"), with attachment(s), authorizing the Housing Subsidy Agreement ("Agreement"), in substantially the form attached as Exhibit "A," with Block 55 Residential, L.P. a Florida Limited Partnership ("Owner"). The Agreement will provide for, among other things, rental assistance to applicants for the affordable housing project at the residential community known as "The Residences of Sawyer's Walk," and shall continue up to five (5) years from the SEOPW CRA's first payment date, with an option to renew, allocating funds in annual installments of One Million Six Hundred Thousand Dollars and Zero Cents ($1,600,000.00), in an aggregate amount not to exceed Eight Million Dollars and Zero Cents ($8,000,000.00) ("Purpose"). It is recommended that the SEOPW CRA Board approve and adopt the attached Resolution, authorizing the Agreement with Block 55 Residential, L.P. for the Purpose stated herein. JUSTIFICATION: Pursuant to Section 163.370(2), Florida Statutes, (the "Act") the SEOPW CRA is authorized to dispose of real property and to enter any contracts necessary to effectuate this part within the Redevelopment Area. Section 2, Goal 2 of the 2018 Updated Southeast Overtown/Park West Community Redevelopment Agency Plan (the "Plan") provides that the SEOPW CRA may leverage public -private partnerships to create viable opportunities within the redevelopment area. Section 2, Goal 3 of the Plan lists the "creat[ion] of infill housing, diversity in housing types, and retaining affordable housing," as a stated redevelopment goal. Section 2, Goal 6 of the Plan lists "improv[ing] the quality of life for residents within the redevelopment area" as a stated redevelopment goal. Packet Pg. 9 4.1 Section 2, Principle 4 of the Plan provides that "[t]he neighborhood ... retain access to affordable housing ..." as a stated redevelopment principle. Section 2, Principle 6, of the Plan provides that to "address and improve the neighborhood economy and expand the economic opportunities of present and future residents and businesses. . ." as a stated redevelopment principle. FUNDING: $1,600,000.00, annually for a five (5) year term. Total: $8,000,000.00 from account 10050.920101.883000.0000.00000 — SEOPW - Other Grant and Aids. FACT SHEET: Company name: Block 55 Residential, L.P. Project: The Residences at Sawyer's Walk Scope/Summary: Authorization for the Housing Subsidy Agreement with Block 55 Residential, L.P. Page 2 of 6 Packet Pg. 10 4.1 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: October 24, 2024 CRA Section: Brief description of CRA Agenda Item: Authorizing an amendment to the Housing Subsidy Agreement between the SEOPW CRA and Block 55 Residential LP. Project Number (if applicable): YES, there are sufficient funds in Line Item: Account Code: Amount: NO (Complete the following source of funds information): Amount budgeted in the line item: $ Balance in the line item: $ Amount needed in the line item: $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL Project No./Index/Minot Object From $ To $ From $ To $ Comments: Funds were already allocated previously. Approved by: Executive Director 10/3/2024 J Approval: Executive Director 10/17/2024 �/ i . , r. /Lrti , I.- 1 _. .� r,_ / L r-I/ Miguel A Valenti Finance Officer10/3/2024 Miguel A Valcntir�, Finance Officer 10/17/2024 f1 Page 3 of 6 Packet Pg. 11 4.1 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 16742 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), AUTHORIZING A HOUSING SUBSIDY AGREEMENT ("AGREEMENT"), RETROACTIVE TO OCTOBER 1, 2024, IN SUBSTANTIALLY THE FORM ATTACHED AS EXHIBIT "A," BETWEEN THE SEOPW CRA AND BLOCK 55 RESIDENTIAL, L.P., A FLORIDA LIMITED PARTNERSHIP ("OWNER"); AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS IN FIVE (5) ANNUAL INSTALLMENTS OF ONE MILLION SIX HUNDRED THOUSAND DOLLARS AND ZERO CENTS ($1,600,000.00) ("FUNDS"), IN AN AGGREGATE AMOUNT NOT TO EXCEED EIGHT MILLION DOLLARS AND ZERO CENTS ($8,000,000.00) ("PURPOSE"), SUBJECT TO THE AVAILABILITY OF FUNDING FROM ACCOUNT NO. 10050.920101.883000.0000.00000; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY, INCLUDING ANY AND ALL AMENDMENTS THERETO, ALL IN FORMS ACCEPTABLE TO COUNSEL; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2018 Updated Southeast Overtown/Park West Community Redevelopment Plan ("Plan"); and WHEREAS, Section 163.370(2), Florida Statutes, (the "Act") authorizes the SEOPW CRA to dispose of real property and to enter any contracts necessary to effectuate this part within the Redevelopment Area; and WHEREAS, Section 2, Goal 2 of the Plan provides justification to leverage public -private partnerships to create viable opportunities within the Redevelopment Area; and WHEREAS, Section 2, Goal 3 of the Plan lists the "creat[ion of] infill housing, diversity in housing types, and retaining affordable housing" as a stated redevelopment goal; and WHEREAS, Section 2, Goal 6 of the Plan provides justification for "improv[ing] the quality of life for residents" within the Redevelopment Area; and WHEREAS, Section 2, Principle 4 of the Plan provides justification for "retain[ing] access to affordable housing..." within the Redevelopment Area; and Page 4 of 6 Packet Pg. 12 4.1 WHEREAS, Section 2, Principle 6 of the Plan further provides justification for "address[ing] and improv[ing] the neighborhood economy and expand[ing] economic opportunities of present and future residents and businesses..." as a stated redevelopment principle; and WHEREAS, the SEOPW CRA and Block 55 Residential, L.P., a Florida Limited Partnership ("Owner") seek to execute a Housing Subsidy Agreement ("Agreement"), retroactive to October 1, 2024, in substantially the form attached as Exhibit "A"; and WHEREAS, the Agreement will provide for, among other things, rental assistance to applicants for the affordable housing project at the residential community known as "The Residences of Sawyer's Walk," and shall continue up to five (5) years from the SEOPW CRA's first payment date, with an option to renew, allocating funds in five (5) annual installments of One Million Six Hundred Thousand Dollars and Zero Cents ($1,600,000.00) ("Funds"), in an aggregate amount not to exceed Eight Million Dollars and Zero Cents ($8,000,000.00) ("Purpose"); and WHEREAS, the Board of Commissioners wishes to authorize the Agreement, retroactive to October 1, 2024, subject to the availability of funding, for the Purpose stated herein; and WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the SEOPW CRA's redevelopment goals and objectives; and WHEREAS, based on the recommendation and findings of the Executive Director, it is in the SEOPW CRA's best interest for the Board of Commissioners to authorize the Executive Director to negotiate and execute any and all documents necessary, for which terms may be amended by the Executive Director, all -in forms acceptable to Counsel, with the Owner for the Purpose stated herein; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby authorizes the Agreement, retroactive to October 1, 2024, in substantially the form attached as Exhibit "A," as well as any and all documents necessary, for which terms may be amended by the Executive Director, all -in forms acceptable to Counsel, for the Purpose stated herein. Section 3. The Executive Director is further authorized to execute any additional terms to the Agreement, including any and all necessary documents and all -in forms acceptable to the General Counsel, for said purpose as set forth substantially in Exhibit "A", and to disburse Funds, upon presentation of invoices and satisfactory documentation from the Other Grant and Aids Account 10050.920101.883000.0000.00000. Section 4. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Page 5 of 6 Packet Pg. 13 4.1 ounsel 10/3/2024 Page 6 of 6 Packet Pg. 14 EXHIBIT "A" 4.1.a HOUSING SUBSIDY AGREEMENT THIS HOUSING SUBSIDY AGREEMENT (this "Agreement") is dated as of , 2024 (the "Effective Date") by and between SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida States (the "CRA"), and BLOCK 55 RESIDENTIAL, LP, a Florida limited partnership ("Owner"). RECITALS WHEREAS, Owner is the owner of that certain real property located in the City of Miami, Miami -Dade County, Florida more particularly described on Exhibit A attached hereto and made a part hereof (the "Property") and is developing thereon a residential community known as "The Residences at Sawyer's Walk" (the "Project"); and WHEREAS, the CRA has an interest in supporting the residents of Overtown and assisting them in obtaining affordable housing within the Overtown community of the City of Miami and in furtherance of such interest, the CRA desires to refer prospective tenants to Owner for the lease of residential units in the Project and to provide rental assistance to Owner as further described in this Agreement; WHEREAS, the CRA and Owner entered into that certain Housing Subsidy Agreement dated as of January 25, 2024 (the "Original Agreement"); WHEREAS, the initial process utilized by the CRA to qualify prospective tenants pursuant to the Original Agreement was not approved by regulators, and as a result, applications by approximately one hundred twenty (120) prospective tenants of the Project, including fifty-eight (58) prospective tenants who were associated with the Overtown community or the CRA, were required to be rescinded (the "Prior Applicants"); WHEREAS, Owner agrees to offer the Prior Applicants the opportunity to submit new applications for leases at the Project and be part of Project that has units set -aside under the Section 8 Project Based component of the Housing Choice Voucher Program, which applications shall be subject to review, qualification and approval by Miami -Dade County's Public Housing and Community Development Department ("PHCD") utilizing the materials submitted by such Prior Applicants in connection with their prior applications, and Owner believes that there is reasonable basis to believe that Prior Applicants applications will be approved by PHCD; and WHEREAS, the CRA and Owner desire to amend, restate and supersede the Original Agreement in its entirety by this Agreement to reflect the foregoing agreement by Owner and to provide for, among other things, the rental assistance by the CRA for prospective tenants that will be qualified and selected for tenancy at the Project in accordance with Section 12.16 of the loan agreement dated as of August 12, 2021 between the City of Miami, Florida (the "City"), as lender, and the Owner, as borrower, for the Project (the "City Loan Agreement"). NOW, THEREFORE, in consideration of Ten Dollars ($10.00), the mutual covenants contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereby agree as follows: Attachment: File # 16742 - Exhibit A (16742 : Block 55 Residential, L.P., Housing Subsidy Agreement.) Packet Pg. 15 EXHIBIT "A" 4.1.a 1. Recitals. The recitals set forth above are true and correct and are incorporated herein by this reference. 2. Prior Applicants. Owner agrees to offer the Prior Applicants the opportunity to submit new applications for leases at the Project as part of the Section 8 Project Based component of the Housing Choice Voucher Program, which applications shall be subject to review and approval by Miami -Dade County's Public Housing and Community Development Department ("PHCD") of the same materials submitted by such Prior Applicants in connection with their prior applications. 3. Qualified Tenants. The parties acknowledge and agree that a portion of the tenants of the Project shall be selected in accordance with Section 12.16 of the City Loan Agreement, and all applicable legal and regulatory requirements. The number of such tenants that will receive rental assistance with the subsidy funds provided by the CRA under this Agreement will be based on the amount of such subsidy funds then -available, which will be determined for an applicant based on the number received by such applicant through the random selection process (the "Lottery"). Pursuant to the Lottery, each applicant will receive a number that will be used to determine the order of review and processing of such applicant's application. Applicants receiving lower numbers and which are approved as part of the qualifying process, will receive rental assistance from the CRA subsidy funds before applicants with higher numbers. For example purposes only, Applicant Smith with Lottery number 1 who is qualified by the City and approved for a lease at the Project will receive rental assistance from the CRA subsidy funds before Applicant Doe who is approved for a lease and has Lottery number 25, and if the CRA subsidy funds are exhausted by the time Applicant Lock with lottery number 162 is approved for a lease, then Applicant Lock will not receive rental assistance from the CRA subsidy funds. The number of tenant households that will be assisted shall not exceed seventy (70) unless the CRA subsidy funds are exhausted prior to reaching that number. The rents for the CRA subsidy shall be set in accordance with PHCD Project Based Voucher Fair Market Rents ("FMRS") and applicable payment standard, as the same may be amended from time to time. As of the date of this Agreement, the applicable payment standard is 110% of FMRS. The FMRS and applicable payment standard under this CRA subsidy program do not include an allowance for utilities. The tenants receiving rental assistance from the CRA subsidy funds will pay no more than 30% of their household income toward the applicable rent. The difference between the rent based on the PHCD project based voucher FMRS and applicable payment standard and the payment by the tenant, which shall be no more than 30% of household income, will be paid by the CRA subsidy. 4. Rental Assistance. (a) The CRA agrees to subsidize the rents of the City qualified tenants in an aggregate amount equal to Eight Million and No/100 Dollars ($8,000,000.00) over the Term of the Agreement (as defined below) to be allocated in annual installments of One Million Six Hundred Thousand and No/100 Dollars ($1,600,000.00) per year during the Term of this Agreement, which amount shall be payable in monthly installments of One Hundred Thirty -Three Thousand Three Hundred Thirty -Three and 33/100 Dollars ($133,333.33) each on the first day of each calendar month commencing on the date on which the first rent payments are due from the tenants receiving assistance under this Agreement, but no later than September 1, 2024, unless otherwise agreed to in a written amendment to this Agreement by the Owner and CRA. 2 Attachment: File # 16742 - Exhibit A (16742 : Block 55 Residential, L.P., Housing Subsidy Agreement.) Packet Pg. 16 EXHIBIT "A" 4.1.a (b) Each tenant shall be solely responsible for all costs of utilities (including without limitation, the costs of utility hookups, fees and other deposits) serving the unit. If a prospective tenant is recommended for tenancy and is determined to be unable to pay for utility hookups, fees, and other deposits which would then disqualify the proposed tenant for tenancy, the CRA, in its sole discretion, may provide needed financial assistance to that Proposed Qualified Referral for utility hookups, fees, and other deposits, which shall be separate from, and not constitute a part of, the rental assistance from CRA subsidy funds described in Sections 3(a) and 4(a) above. Any such additional financial assistance shall be provided directly to the prospective tenant by the CRA. If, at any time, the CRA elects not to provide any such additional financial assistance to a tenant and such tenant is or becomes unable to pay all or any portion of such costs of utilities, then such tenant shall be disqualified for tenancy in the Project and Owner shall have no obligation to lease or continue to use a unit within the Project to such tenant. (c) Each prospective tenant shall be solely responsible for paying (i) a security deposit equal to one month's rent, which shall be held by Owner as security for such tenant's obligations under its lease, (ii) an advance payment of the last month's rent, which shall be held by Owner and applied towards the last month's rent for such tenant under its lease and (iii) any reasonable application fee that Owner may charge. If a prospective tenant is recommended for tenancy and is determined to be unable to pay such security deposit, advance payment of last month's rent and/or application fee which would then disqualify the prospective for tenancy, the CRA, in its sole discretion, may provide needed financial assistance to that prospective tenant for any such costs, which shall be separate from, and shall not constitute a part of, the rental assistance from CRA subsidy funds described in Sections 3(a) and Section 4(a) above. Any such assistance shall be provided directly to the prospective tenant by the CRA. If, at any time, the CRA elects not to provide any such additional financial assistance to a tenant and such tenant is or becomes unable to pay all or any portion of such security deposit, advance payment of last month's rent and/or application fee, then such tenant shall be disqualified for tenancy in the Project and Owner shall have no obligation to lease or continue to lease a unit within the Project to such tenant. The payment of such amounts by each prospective tenant to Owner is a condition to signing a lease. Owner shall hold and, if applicable, apply, the security deposit received from each tenant in accordance with the applicable lease and with all applicable laws, and if Owner so applies any amount of the security deposit, such tenant shall promptly pay to Owner any amounts so applied to restore the security deposit to the original amount. Following the expiration or earlier termination of a lease with a tenant receiving rental assistance from CRA subsidy funds, any remaining balance of the security deposit not applied by Owner during the term of such lease will be returned to such tenant. In the event any remaining balance of the security deposit is not sufficient to cover any outstanding rent or damages existing at termination of the lease with a tenant receiving rental assistance from CRA subsidy funds, Owner shall notify the CRA of same, and the CRA shall pay such amounts to Owner within ten (10) business days after delivery of such notice by Owner, after which time, any unpaid amount by the CRA shall accrue interest at the lesser of eighteen percent (18%) per annum and the maximum legal rate through the date when paid 5. Owner Obligations. Owner will comply in all material respects with the terms of each lease with a tenant. Owner will comply with all fair housing laws, rules, regulations or orders applicable to the Project and shall not discriminate on the basis of race, creed, color, sex, age or national origin in the lease, use or occupancy of the Project; provided, however, to the extent the 3 Attachment: File # 16742 - Exhibit A (16742 : Block 55 Residential, L.P., Housing Subsidy Agreement.) Packet Pg. 17 EXHIBIT "A" 4.1.a Project meets the requirements for exemption from the prohibition against familial status discrimination contained in Title VIII of the Civil Rights Act of 1968 (known as the Fair Housing Act), as amended, such requirement shall not apply. Owner shall have the right to terminate a lease with a tenant following a breach by such tenant, provided that such termination is in accordance with the applicable lease and all applicable laws. 6. Remedies. In the event of any breach by the CRA of its obligations hereunder, Owner shall be entitled to exercise any and all rights available at law or equity, including maintaining actions for damages, specific enforcement and/or injunctive relief. 7. Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect through the fifth (5th) anniversary of the date on which the first payment is made by the CRA pursuant to Section 4(a) above (the "Term of this Agreement"). Upon the expiration of this Agreement, Owner shall have the option to renew this Agreement, provided that the terms of any such renewal shall be subject to mutual written agreement between Owner and the CRA, each acting reasonably and in good faith. Following the expiration of the Term of this Agreement, the CRA will not be obligated to provide any rental assistance pursuant to this Agreement and the Owner will not be obligated to renew any leases with any tenant receiving rental assistance from CRA subsidy funds. 8. Authority. Each party hereto represents and warrants to the other party that the individual executing this Agreement on behalf of such party has been duly authorized to enter into this Agreement and that this Agreement is enforceable against such party in accordance with its terms. 9. Notices. Notices required or permitted to be given pursuant to the terms of this Agreement will be sent by certified mail, return receipt requested, postage prepaid or by recognized overnight courier, postage prepaid. Notice will be effective upon delivery or refusal of delivery. Notices will be delivered to the following addresses, subject to the right of either party to change the address at which it is to receive notice by written notice to the other party in accordance herewith: To the CRA: Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue Third Floor Miami, Florida 33136 Attention: James McQueen, Executive Director To the Owner: Block 55 Residential, LP 2901 Florida Avenue Suite 806 Coconut Grove, Florida 33133 4 Attachment: File # 16742 - Exhibit A (16742 : Block 55 Residential, L.P., Housing Subsidy Agreement.) Packet Pg. 18 EXHIBIT "A" 4.1.a With copies to: Block 55 Owner, LLC 2901 Florida Avenue Suite 806 Coconut Grove, Florida 33133 Attention: Michael J. Swerdlow, Managing Member and R4 SLFL Acquisition LLC c/o R4 Capital LLC 780 Third Avenue 16th Floor New York, New York 10017 Attention: Mark Schnitzer and Wingate Management Company, LLC 100 Wells Avenue Newton, Massachusetts 02459 Attention: Michael Martin, President and MRK Partners 5230 Pacific Concourse Drive Suite 350 Los Angeles, CA 90045 10. Time of the Essence. Time is of the essence of each and every provision of this Agreement. 11. Assignment; Parties Bound. The CRA shall not assign this Agreement or any interest therein to any other person without Owner's prior written consent, which may be granted or withheld in Owner's sole discretion. Owner may assign this Agreement or any interest therein to a successor owner of the Project without the CRA's prior written consent. This Agreement inures to the benefit of and be binding upon, and is intended solely for the benefit of, the parties hereto and their respective permitted successors and assigns, and no third party will have any rights, claims, privileges or other beneficial interests herein or hereunder. 12. Integration and Amendment. This Agreement and the exhibits hereto set forth the entire understanding of the parties with respect to the subject matter hereof, superseding and/or 5 Attachment: File # 16742 - Exhibit A (16742 : Block 55 Residential, L.P., Housing Subsidy Agreement.) Packet Pg. 19 EXHIBIT "A" 4.1.a incorporating all prior or contemporaneous oral or written agreements, and may be changed, modified, or amended only by an instrument in writing executed by the party against whom the enforcement of any such change, modification or amendment is sought. 13. Governing Law. This Agreement and the rights of the parties hereunder shall be governed by, and interpreted in accordance with, the laws of the State of Florida, without regard to principles of conflicts of law. 14. Litigation. In the event of any litigation between the CRA and Owner concerning the terms of this Agreement, the prevailing party will be entitled to reimbursement of its costs and expenses, including reasonable attorneys' fees, incurred in trial, appellate and post -judgment proceedings. 15. Invalid Provisions and Severability. In the event any term or provision of this Agreement is held illegal, unenforceable or inoperative as a matter of law, the remaining terms and provisions shall not be affected thereby, but shall be valid and remain in force and effect, provided that the inoperative provisions are not essential to the interpretation or performance of this Agreement in accordance with the clear intent of the parties. 16. No Waiver of Default. No waiver by a party of any breach of this Agreement by the other party will be deemed to be a waiver of any other breach by such other party (whether preceding or succeeding and whether or not of the same or similar nature), and no acceptance of payment or performance by a party after any breach by the other party will be deemed to be a waiver of any breach of this Agreement by such other party, whether or not the first party knows of such breach at the time it accepts such payment or performance. No failure or delay by a party to exercise any right it may have by reason of the default of the other party will operate as a waiver of default or modification of this Agreement or prevent the exercise of any right by the first party while the other party continues to be in default. 17. Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN CONNECTION WITH CLAIM, ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HAS READ AND UNDERSTANDS THE EFFECT OF THIS WAIVER OF JURY TRIAL PROVISION. 18. No Joint Venture. The parties expressly agree that no joint venture, partnership or agency relationship is created or intended by this Agreement. 19. Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered electronically, including without limitation, clear images of manually executed signatures transmitted by electronic format such as "pdf', "tif' or "jpg", as well as other electronic signatures such as DocuSign and AdobeSign. [Signatures on following page] 6 Attachment: File # 16742 - Exhibit A (16742 : Block 55 Residential, L.P., Housing Subsidy Agreement.) Packet Pg. 20 EXHIBIT "A" 4.1.a IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the CRA as of the date first above written. CRA: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida States By: Name: Title: APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: Vincent T. Brown, Esq. Staff Counsel Attachment: File # 16742 - Exhibit A (16742 : Block 55 Residential, L.P., Housing Subsidy Agreement.) [Signature page to Housing Subsidy Agreement] Packet Pg. 21 EXHIBIT "A" 4.1.a IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by Owner as of the date first above written. OWNER: BLOCK 55 RESIDENTIAL, LP, a Florida limited partnership By: Pacific Southwest Community Development Corporation, its general partner By: Name: Title: Attachment: File # 16742 - Exhibit A (16742 : Block 55 Residential, L.P., Housing Subsidy Agreement.) [Signature page to Housing Subsidy Agreement] Packet Pg. 22 EXHIBIT "A" 4.1.a EXHIBIT A Legal Description of the Property THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF MIAMI- DADE, STATE OF FLORIDA, AND DESCRIBED AS FOLLOWS: UNIT A-1 AND UNIT A-2 OF SAWYER' S WALK, ACCORDING TO THE DECLARATION OF CONDOMINIUM THEREOF, RECORDED IN OFFICIAL RECORDS BOOK 34273, PAGE 2329 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, TOGETHER WITH AN UNDIVIDED INTEREST IN THE COMMON ELEMENTS AND LIMITED COMMON ELEMENTS APPURTENANT THERETO. 4885-0706-0691, v. 7 Attachment: File # 16742 - Exhibit A (16742 : Block 55 Residential, L.P., Housing Subsidy Agreement.) Packet Pg. 23 4.2 SEOPW Board of Commissioners Meeting October 24, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King Date: October 17, 2024 and Members of the CRA Board File: 16741 From: James McQueen Executive Director Subject: Grant to Harlem Square LLC for development and construction of existing infrastructure "Harlem Squar Enclosures: File # 16741 File # 16741 Public File # 16741 - Exhibit A - Notice to the - Backup BACKGROUND: It is recommended that the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") approve and adopt the attached Resolution authorizing the allocation of grant funds, in an amount not to exceed Two Millions Dollars and Zero Cents ($2,000,000.00) ("Funds") to Harlem Square LLC, a Florida limited liability company ("Grantee"), for assistance to underwrite additional costs associated with the development and construction of the existing project and infrastructure "Harlem Square," a full service supper club, located at 173 N.W. 11th Street, Miami, Florida 33136 ("Property"). The "Harlem Square" project was developed by the Grantee to be an adaptive reuse of the Property, which was the former home of Clyde Killens, a legendary entertainment promoter from the heart of Overtown. The Grantee anticipates that this project will create new job opportunities and improve the qualify of life for residents. It is recommended that an existing infrastructure such as this be improved and further developed. JUSTIFICATION: Pursuant to Section 163.340(9), Florida Statutes (the "Act") community redevelopment means "undertakings, activities, or projects of a ... community redevelopment agency in a community redevelopment area for the elimination and prevention of the development or spread of slums and blight...." Section 2, Goal 4 of the 2018 Southeast Overtown/Park West Community Redevelopment Agency Plan Update (the "Plan") lists the "creati[on of] jobs within the community" as a stated redevelopment goal. Packet Pg. 24 4.2 Section 2, Principle 4, of the Plan provides that "employment opportunities be made available to existing residents..." as a stated redevelopment principle. Section 2, Principle 6, of the Plan provides that to "address and improve the neighborhood economy and expand the economic opportunities of present and future residents ..." as a stated redevelopment principle. FUNDING: $2,000,000.00 from Other Grants and Aids - Account No. 10050.920101.883000.0000.00000. FACT SHEET: Company name: Harlem Square, LLC Address: 173 N.W. l ltl' Street, Miami, Florida, 33136. Funding request: $2,000,000.00. Scope of work or services (Summary): Grantee is requesting funds to underwrite costs associated with the development and construction of the existing project and infrastructure "Harlem Square," a full service supper club. Page 2 of 6 Packet Pg. 25 4.2 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: October 24, 2024 CRA Section: Brief description of CRA Agenda Item: Authorizing additional funds to Harlem Square LLC in the amount of $2,000,000.00 Project Number YES, there Account Code: (if applicable): are sufficient funds in Line Item: 10050.920101.883000.0000.00000 Amount: $ 2, 0 0 0, 0 0 0.0 0 NO (Complete the following source of funds information): Amount budgeted in the line item: $ Balance in the line item: $ Amount needed in the line item: $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL Project No./Index/Minot Object From $ To $ From $ To $ Comments: Approved by: Approval: Executive Director 10/3/2024 J Executive Director 10/17/2024 F. ,..� Miguel A Valcntir1,, F ?riance O c 10/3/2024 Miguel A Valenti , vmfahce Officer 10/17/2024 Page 3 of 6 Packet Pg. 26 4.2 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 16741 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS, PURSUANT TO SECTIONS 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA, AND WAIVING SAID PROCEDURES; AUTHORIZING THE EXECUTIVE DIRECTOR TO DISPERSE GRANT FUNDS, IN AN AMOUNT NOT TO EXCEED TWO MILLION DOLLARS AND ZERO CENTS ($2,000,000.00) ("FUNDS") AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION, SUBJECT TO THE AVAILABILITY OF FUNDING TO HARLEM SQUARE LLC, A FLORIDA LIMITED LIABILITY COMPANY, TO UNDERWRITE COSTS ASSOCIATED WITH THE DEVELOPMENT OF "HARLEM SQUARE," A FULL SERVICE SUPPER CLUB, LOCATED AT 173 N.W. 11TH STREET, MIAMI, FLORIDA 33136 ("PURPOSE"); FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area ("Redevelopment Area") in accordance with the 2018 Updated Southeast Overtown/Park West Redevelopment Plan (the "Plan"); and WHEREAS, Section 2, Goal 4, of the Plan lists the "creat[ion of] jobs within the community" as stated redevelopment goals; and WHEREAS, Section 2, Principle 4, of the Plan provides that "employment opportunities be made available to existing residents..." as a stated redevelopment principle; and WHEREAS, Section 2, Principle 6, of the Plan provides to "address and improve the neighbor- hood economy and expand the economic opportunities of present and future residents and businesses," as stated redevelopment principles; and Page 4 of 6 Packet Pg. 27 4.2 WHEREAS, on March 29, 2018, the Board of Commissioners, pursuant to Resolution No. CRA- R-18-0014, authorized the issuance of grant funds in an amount not to exceed Nine Hundred Seventy - Five Thousand Dollars and Zero Cents ($975,000.00) to Harlem Square LLC, a Florida limited liability company (the "Grantee") to underwrite costs associated with the development and construction of the existing project and infrastructure "Harlem Square"; and WHEREAS, the Grantee now seeks additional funds from the SEOPW CRA to complete development and construction of "Harlem Square" in order to meet the revised scope of updated plans and drawings ("Purpose"); and WHEREAS, the Board of Commissioners wishes to authorize additional grant funds in an amount not to exceed Two Million Dollars and Zero Cents ($2,000,000.00) ("Funds") for the Purpose stated herein; and WHEREAS, the Board of Commissioners finds that adopting this Resolution would further the redevelopment goals and objectives of the SEOPW CRA; and WHEREAS, based on the recommendation and findings of the Executive Director, attached and incorporated herein as Exhibit "A," it is in the SEOPW CRA's best interest for the Board of Commissioners to authorize, by an affirmative four -fifths (4/5ths) vote, a waiver of competitive sealed bidding procedures, pursuant to Sections 18-85 and 18-86 of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA, to allocate said Funds, subject to availability, and authorize the Executive Director to negotiate and execute any and all documents necessary, all in forms acceptable to Counsel, with the Grantee for the Purpose stated herein; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. Pursuant to Sections 18-85 and 18-86 of the City Code, as adopted by the SEOPW CRA, by a four -fifths (4/5'") affirmative vote, after an advertised public hearing, the Executive Director's recommendation and written findings, attached and incorporated herein as Exhibit "A," that competitive negotiation methods and procedures are not practicable or advantageous to the SEOPW CRA, to allocate the Funds to the Grantee for the Purpose stated herein, and waiving the requirements for said procedures is hereby ratified, approved, and confirmed. Section 3. The Executive Director is hereby authorized' to disperse the Funds, at his discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory documentation from Other Grants and Aids - Account No. 10050.920101.883000.0000.00000 to the Grantee for the Purpose stated herein. Section 4. The Executive Director is authorized' to negotiate and execute an agreement, including any and all necessary documents, all in forms acceptable to Counsel, for said Purpose. 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to those prescribed by applicable State law, City Charter and City Code provisions, as adopted by the SEOPW CRA. Page 5 of 6 Packet Pg. 28 4.2 Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ounsel 10/17/2024 ounsel 10/3/2024 Page 6 of 6 Packet Pg. 29 4.2.a SEOPW Board of Commissioners Meeting October 24, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY 4/5ths RECOMMENDATION INTER -OFFICE MEMORANDUM To: Board Chair Christine King and Date: October 16, 2024 File: Members of the SEOPW CRA Board Subject: Recommendations and findings to waive competitive sealed bidding and negotiation methods pursuant to City Code 18-85 and 18-86 for Harlem Square LLC. From: James D. McQueen Enclosures: Executive Director BACKGROUND: The Board of Commissioners ("Board") of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA"), is responsible for carrying out community redevelopment activities and projects within its redevelopment area in accordance with the 2018 Updated SEOPW CRA Redevelopment Plan ("Plan"). Harlem Square LLC, a Florida limited liability company ("Grantee") is requesting assistance to underwrite additional costs associated with the development and construction of the existing project and infrastructure "Harlem Square," a full service supper club, located at 173 N.W. 11`'' Street, Miami, Florida 33136 ("Property"). The SEOPW CRA desires to provide funding in an amount not to exceed Two Million Dollars and Zero Cents ($2,000,000.00). The "Harlem Square" project was developed by the Grantee to be an adaptive reuse of the Property, which was the former home of Clyde Killens, a legendary entertainment promoter from the heart of Overtown. Grantee anticipates that this project will create new job opportunities, and agrees that this project will benefit the redevelopment area by eliminating blight created by the existing infrastructure. It is recommended that an older building such as this be preserved and improved. The Executive Director has reviewed and vetted Grantee's request, in accordance with the objectives of the Plan. RECOMMENDATION: In light of the above -stated, approval of a waiver of the formal requirements of competitive sealed bidding methods as not being practicable or advantageous to the Southeast Overtown/Park West Community Redevelopment Agency as set forth in the City Code of Ordinances, as amended, specifically Sections 18-85 and 18-86 and the affirmation of these written findings and the forwarding the same to the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency by a four -fifths vote is respectfully requested. APPROVED Jam j McQueen, Executive Director Packet Pg. 30 Southeast Overtown/Park West Community Redevelopment Agency NOTICE OF PUBLIC HEARING 4.2.b tj 0 The Board of Commissioners ("Board") of the Southeast Overtown/ Park West Community Redevelopment Agi "4 Y ("SEOPW CRA") will hold a Public Hearing on Thursday, October 24th, 2024, at 10:00 a.m. or anytime thereat(' n the City Commission chambers located at Miami City Hall, 3500 Pan American Drive, Miami, FL 33133. c The Board will consider the allocation of additional grant funds to Harlem Square LLC, a Florida limited lial I y company, to underwrite costs associated with promoting and enhancing the original model for the constructic o 4 "Harlem Square," a full -service supper club/lounge located at 173 N.W. 11th Street, Miami, Florida 33136. o In accordance with the SEOPW CRA 2018 Redevelopment Plan Update ("Plan") and Section 163 Florida Stati the Board will consider the allocation of grant funds in an amount not to exceed Two Million Dollars and Zero C o s ($2,000,000.00). This funding will aid in contributing to the cultural enrichment and overall wellbeing of resid c s within the redevelopment area and is consistent with the Plan. cts All comments and questions with respect to the meeting and public participation should be addressed to Ja Q s D. McQueen, Executive Director, or Vincent T. Brown, Esq., Staff Counsel/Deputy Director, at 819 N.W. 2nd Ave 3rd Floor, Miami, Florida 33136 or (305) 679-6800. 0 This action is being considered pursuant to Sections 18-85 and 18-86 of the Code of the City of Miami, Flc - a as amended ("City Code"). The recommendation and findings to be considered in this matter are set forth it e proposed resolution and will be available as with the scheduled SEOPW CRA Board meeting or anytime there 2, :r in the City Commission chambers. CT The SEOPW CRA Board requests all interested parties be present or represented at the meeting, and may be h f d with respect to any proposition before the SEOPW CRA Board, in which the Board may take action. Should = y person desire to appeal any decision of the Board with respect to any matter considered at this meeting, that pe 2 n shall ensure that a verbatim record of the proceedings is made, including all testimony and evidence upon which y appeal may be based (F.S. 286.0105). . In accordance with the Americans with Disabilities Act of 1990, persons needing special accommodatior o participate in this proceeding may contact the Office of the City Clerk at (305) 250-5361 (Voice), not later Tr, n two (2) business days prior to the proceeding. TTY users may call 711 (Florida Relay Service), not later n two (2) business days prior to the proceeding. s Todd B. Hannon 2 Clerk of the Boar Ad No. 43610 2 lent: File # 16741 We are requesting $2.5 million in additional funding for the Harlem Square project. This investment is essential for the ongoing development needs of the project as a whole. As we have already begun construction of Phase I, these funds will help address various critical aspects, including water extension, which is vital for our operations and future development; living wage compliance for contractor labor to support the local economy; and the expansion of square footage in Phase II to enhance our Lounge's capacity. The mission of the Southeast Overtown/Park West Community Redevelopment Agency (SEOPWCRA) mission is to improve the quality of life for residents by fostering economic development and revitalizing the community. This funding aligns with that mission by creating jobs, promoting local businesses, and enhancing entertainment options for our community. We are committed to delivering a positive impact on the area and appreciate any assistance you can provide to help us achieve our goals. 4.2.c Packet Pg. 32 Phase I No: NAME: Harlem Square ADDRESS: 173 NW Ilth Street, Miami, FI 33136 ESTIMATED LABOR&COMSUMABLES SUBTOTAL TRADE/ITEM: 00100 GENERAL CONDITIONS 00101 Supervision & Management Cost 00102 Field conditions and operations. Temporary Feld Facilities. 00103 General labors, misc. labors and touchups. 00104 Tools & Equipments 00105 Allowance for DUmpsters 431,010.6 00200 SITE WORK 00201 Detailed demolition of CMU walls 15,625.0 00300 WATER AND DRAINAGE (Public Work) 00302 Drainage system 26,232.0 331,240.0 00303 Water system 00304 Allowance Police services 357,472.0 00400 STRUCTURAL CONCRETE WORK 00401 Termite Treatment, test & report 00402 Compadaction and other tests 00403 Conc. Footing over well compacted subgrade 00404 Conc. Columns, Conc. Beams 00405 New Conc. Slab aver well compacted subgrade. 00406 Elock walls, Fill cells 00407 Sidewalk (800sf) 490,762.0 00500 STRUCTURAL STEEL WORK 00501 Metal decking and steel joist 00502 Metal stair and Railings 272,937.0 00600 EXTERIOR WORK 00601 New Windows and Doors + Installation 00602 Exterior Smooth Stucco (not textures and desing) 00603 Allowance Metal framing decor at Facade 596,041.0 00700 ELEVATOR 00701 Allowances Schildler Elevator (To confirm with manufactor) 113,000.0 00800 FRAMING, DRYWALL & INSULATION 00801 Sheet rock fire rated Ceilings (Coffered ceiling not included) 00802 Sheet rock fire rated Walls on new walls 00803 Sheet rock fire rated Walls on fumirgs 00804 Green boards 102,589.8 00900 FINISH CARPENTRY 00901 Allowances fa exterior glass railings (8011) 00902 Allowances for interior glass partitions (2-251f) 00903 Allowances Interior 90 min fire rated glass partition 00904 allowances Interior Door, Frames and Hardwares. 00905 Mlowances Interior Carpentry Misc: 00906 (3) Bar, Service Areas, Bathrooms & Office. 01000 FL00R FINISHING 01001 Tiles Installation in Bathrooms Tile & Setting Bathrooms 01002 Tiles Installation on the Second Floor Tile & Setting 2nd Roor 01003 POLISH CONC. Metal Grit 16-50-70-120. Ground Floor 01004 POLISH CONC. Metal Grit 16-50-70-120. Main Stair. 01005 Resin Pads 100-200-400 Sealer 800-1500. Third Moor 01006 Allowances fa Pavers (1,384sf) Tile & Setting Terrace 01100 BATH FIXTURES& ESPECIAL DEVICES 01101 ADA Toilet, ADA Sink, Mirror 01102 Sink faucet, Shower faucet, 42` Side Crab bar 01103 Sanitary Napkin Dispenser, Soap dispenser, Toilet paper folder 01104 Braile Restroom Sign on Wall With 60" High 01200 F00D EQUIPMENTS FOR BAR & SERVICES AREAS 01201 Allowances for food equipments 01300 ROOF & TERRACES WORK 01301 01302 01303 01304 01305 01306 01307 01308 01309 01310 01311 01312 01313 01314 01315 01316 Water proofing at terraces. Two layers waterproofing paint. Roofing system in NON-TRAFFICABLE AREAS Paint with asphalt rod primer entire rod. Install GAF insulation per code. Install 1 ply of bent strata perforated. Install 1 ply of GAF Ruberdd 9 20 torch smooth modified bitumen membrane. Flood coat enbre fe1 membrane and hot mop a cap sheet with an application rate of 30 Ib. per square ft. Place on flat roof a fiberglass cop sheet with (1) plies hot Asphalt tar white finish with 3.3" of insulation R19. Vertical Parapet Wall Flashing. Install fire rated perlite cant strip all at 90 degree angles before flashing. Hot mop one (1) ply of reinforced white granular modified bitumen to all roof Metal Installation. Install new lead stack flashing at all plumbing vents, set in mastic and flash per manufacturers recommendations. City or County roofing permit included in price. Ten-year warranty against any leaks. 01400 MECHANICAL 01401 Provide and install new HVAC system with interior and exterior units. 01402 New duct works Are dampters. Dud detectors. 01403 Allowances New Humidor system. 221,840.0 68,133.2 15,378.9 70,200.0 95,330.5 4.2.c 389,400.7 01500 ELECTRICAL 01501 New panel, meters, aMDP and riser. 01502 Connection to FPL (Wire is not included) 01503 Elevator connection (Smoke and conencion at Pit) 01504 600 AMP new ground system, Low voltages for A/C units. 01505 New GFs, 120 V & 220 V outlets, Boxes, Moor taxes, Exhauts fans. 01506 Provide&Install a Fire Alarm Sytem in compliance w/ NFPA 72-2013 01607 Shop Dwgs included. System&Device to be addressable & It listed. 01508 Control panel, booster power, smoke detector, heat detectors, 01509 relay for elevator, monitor, horns, sprinkler bells & realys. 01510 Allowances for Light Fixtures 01511 Allowances for data & alarm. 01512 Sound Ssstem 231,921.6 01600 PLUMBING 01601 New Plumbing and Gas connections 01602 New water&sanitary connections 01603 New Hi -Low water founting, toilets, and mist bath materials 01604 New fire spnnkters sytems. 01605 Shop drawings, material and installation is induded. 01606 Install Grease trap 320,356.4 01700 PAINT ( INTERIOR, EXTERIOR WALL) 01701 Interior Painting Walls & Ceiling 01702 Exterior Painting 46,545.0 Sub Total 3,838,543.7 Overhead & Profit 10% Cost 388,744.1 Allowance Builders Risk Insurance 5,400.0 Allowance General Liadlity 3,564.0 Total 4,236,251.8 Grand TOTAL 4,365,359 Attachment: File # 16741 Packet Pg. 33 Budget Phase II NAME: Harlem Square Phase II ADDRESS: 1109 NW 3th AV, Miami, FI 33136 ESTIMATED LABOR&COMSUMABLES SUBTOTAL TRADE/ITEM: 00100 GENERAL CONDITIONS 00101 Supervision & Management Cost 00102 Feld conditions and operations. Temporary Feld Facilities. 00103 General labors, misc. labors and touchups. 00104 Tools & Equipments 00105 Allowance for Dumpsters $ 331,010.60 00200 SITE WORK 00201 Detailed demolition of CMU walls $ 15,625.00 00300 WATER AND DRAINAGE (Publlc Work) 00400 STRUCTURAL CONCRETE WORK 00401 Termite Treatment, test & report 00402 Compactaction and other tests 00403 Conc. Footing aver well compacted subgrade 00404 Conc. Columns, Conc. Beams 00405 New Conc. Slab over well compacted subgrade. 00406 Block walls, FII cells 00407 Sidewalk (700sf) $ 490,762.00 00500 STRUCTURAL STEEL WORK 00501 Metal decking and steel joist 00502 Metal stair and Railings $ 272,937.00 00600 EXTERIOR WORK 00601 New Windows and Doors + Installation 00602 Exterior Smooth Stucco (not textures and desing) 00603 Allowance Metal framing door at Facade $ 346,040.99 00700 ELEVATOR 00701 Allowances Schildler Elevator (To confirm with manufactor) $ 113,000.00 00800 FRAMING, DRYWALL ■ INSULATION 00801 Sheet rock fire rated Ceilings 00802 Sheet rock fire rated Walls on new walls 00803 Sheet rode fire rated Walls on furrings 00804 Green boards s 32,589.84 00900 FINISH CARPENTRY 00901 Allowances for extenor glass railings (701f) 00904 Allowances Interior Door, Frames and Hardwares. 00905 Allowances Interior Carpentry Misc: $ 58,200.00 01000 FLOOR FINISHING 01003 POLISH CONC. Metal Grit 16-50-70-120. Ground Floor 01004 POLISH CONC. Metal Grit 16-50-70-120. Main Stair. 01005 Resin Pads 100-200-400 Sealer 800-1500. Third Floor Tile & Setting Terrace $ 68,133.23 01100 BATH FIXTURES & ESPECIAL DEVICES 01101 ADA Toilet, ADA Sink, Mirror 01102 Sink faucet, Shower faucet, 42" Side Grab bar 01103 Sanitary Napkin Dispenser, Soap dispenser, Toilet paper holder 01104 Braile Restroom Sign en Wall With 60" High $ 15,378.93 01200 FOOD EQUIPMENTS FOR BAR & SERVICES AREAS 01201 Allowances for food equipments 01300 ROOF & TERRACES WORK 01301 01302 01303 01304 01305 01306 01307 01308 01309 01310 01311 01312 01313 01314 01315 01316 Water proofing at terraces. Two layers waterproofing paint. Roofing system in NON-TRAFFICABLE AREAS Paint with asphalt roof primer entire roof. Install GAF insulation per code. Install 1 ply of bent strata perforated. Install 1 ply of GAF Ruberdd P 20 torch smooth modified bitumen membrane. Flood coat entire felt membrane and hot mop a cap sheet with an application rate of 30 Ib. per square ft. Place on flat roof a fiberglass cep sheet with (1) plies hot Asphalt tar white finish with 3.3" of insulation R19. Vertical Parapet Wall Hashing. Install fire rated perlite cant strip all at 90 degree angles before flashing. Hot mop one (1) ply of reinforced white granular modified bitumen to all roof Metal Installation. Install new lead stack flashing at all plumbing vents, set in mastic and flash per manufacturer's recommendations. City or County roofing permit included in price. Ten-year warranty against any leaks. $ 50,300.47 01400 MECHANICAL 01401 Provide and install new HVAC system with interior and exterior units. 01402 New duct works. Fire da meters. Duct detectors. 01403 Allowances New Humidor system. $ 189,4130.70 01500 ELECTRICAL 01501 New panel, meters, aMDP and riser. 01502 _ Connection to FPL (Wire is not included) 01503 Elevator connection (Smoke and conenction at Pit) 01504 600 AMP new ground system, Low voltages for A/C units. 01505 New GFIs, 120 V & 220 V Outlets, Boxes, Floor boxes, Exhauts fans. 01506 Provide&Install a Fire Alarm Sytem in compliance w/ NFPA 72-2013 01507 Shop Dwgs included. System&Device to be addressable & UL listed. 01508 Control panel, booster power, smoke detector, heat detectors, 01509 relay for elevator, monitor, horns, sprinkler bells & realys. 01510 Allowances for Light fixtures 4.2.c 01511 Allowances for data & alarm, 01512 Sound Ssytem $ 149,421.61 01600 PLUMBING 01601 New Plumbing and Gas connections 01602 New water&sanitary connections 01603 New Hi -Low water founting, toilets, and misc bath materials 01604 New fire sprinklers sytems. 01605 Shop drawings, material and installation is included. 01606 Install Grease trap $ 80,500.3! 01700 PAINT ( INTERIOR, EXTERIOR WALL) 01701 Interior Painting Walls & Ceiling 01702 Exterior Painting $ 46,545.01 Sub Total $ 2,259,845.7: Overhead & Prat 10% Cost $ 225,984.5' Allowance Builder's Risk Insurance § 5,400.01 Allowance General Liability $ 3,564.01 $ 2,494,794.2! Total Grand TOTAL $ 2,494,794.25 Packet Pg. 34 WINIMIFF 6111111111 E 11111111111111 °• 4.2.c IOCCurairosCr rr FDR MAT] DM Ot.COR ina !Walls) *SM.. alniCi4.11,114.1.4 did 01.ffaTRATI 3:6.1i it. IF 1.1 al KJ ...BO AlthOlasamle.il aid 10 .4 IN tal 1.1111 TOM.. SECOND FLWR ula6 un.1.1114:11.51.5.5 arr. fike O. ME aka...41 •n MAU THERD FLOoR miff. . 141CFA TDTL ccittiPAmtr 14 PEOPLE • • J . klub..IC FLXT'JRE al ART FLgn Wilda SIECONb Fit.evR let tomfuji St.ELS. PLAN LEGEND &Es Led-laliat =133 rfl lEi• MIAS ra, PLY . 11111.1A El— VOL, 6ruaku • m11-' rr .1k; balk "On 1..Cgak "•P f Attachment: File # 16741 - Backup (16741 : Grant to Harlem Square LLC for development Packet Pg. 35 r NW 2ND AVENUE klEgE41l1NF AFIFk kr.X.S SP L111111111111111111 • 11 • 111111111111111111111111 1 SECOND FLCIOR PI.AN 11111111 111111111111111111111111111111111 L voix 3h i911LOR PLAN LLn: EN El — %%pm. '.r.G fin lailA • - .1k11:210:1:in111 ho ea I Mk ffilpd1120e Mare mbfalor 4.2.c 5 a) E 0) a) s_ cs- 7- co 2 0. •Tr a) ;.; a) Packet Pg. 36 NW 2ND AVENUE k �e 6P-3S" ROOF DECK WITH PAVERS/GREEN ROOF 1,905 SF Jaw. no I .X1Ro CR. 1 MC SOME, permup 2Y.Lr ODOICRFIS L1nr11nlll oca I 3. • P'3:.PEA11' NCH IN SLOPE lnucirlr P$RERTY NO P IN NiL PLAN LEGEND CESCREFTIDN CEV DLT YI LAE EUXX WR11 PILJ'1iit1 INASE WILL 1411 PER Wk.!. IPMdlrttId o- 'J.: L ^1?! SYR6CL PR,,FSR1•i LPE88SHEICI 4.2.c COMMIT: LAIALnal F991CNB 94 NI N133 a_ 0 0 O C E V Packet Pg. 37 qriP F4-f NW 2ND AVENUE 5," 6G SM.! SlifiLiSTE NUCCOICISTS"DOZ. 9511i1 Alll ESVR LCMEO3/F PLAN { ■ `� :I AL',:AC:LN' I-ICFLF. I CJ I :N SL:;Ft PLAN LEGEND 4MEM. LIESI PR]M DEMOLRTOH LNE =ME BMOC MALL RLwEING DIASE WALL INTERIOR WELL r PAJRIIIIIN I1— YWPLL TYPE SYLWL -4— F#CFERRY UNE I EllisElCiL I L., //..4 NOT IJ& FE (Es; E STING DOOR PEW GOOK E'� E {ETNre VilfiX IN i,. 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MM MOM 121 NM ]YIIWrMIlla smiere GII SlauffrueureDine.U.com hat"M bl oMmd"fbalvnd ula Dan uNi'a kcaMardDIU . mauspumtlfsiebuuM RER-DERM WATER -SEWER GENERAL NOTES TM:EfDER5/AT.t MalKam, !m glMii IMLLI UDDIDMAggtl ai DIVIDDMID RfI! MOD DMA DOOM APPROVED worn sa my my VAVOMLERILL WRIMMMOr LIMMIMMIAL MC, C.M. 1.4411 Ibpa. azMR rp .����_m...r .r am G.4.1 WrM"wwwra w IM.Y•�v.m�w nt �W.vii�uHM adimen 9 04,4 w, .t vliwa r..arM _r marl _✓. Rol pmv4 .1.Msu.og: WO Eft AND SEN!R DEPALDIMEM1' DW REDD.M.T1 es 261.-22.177 MUD.. ffulEp PE IEFEJr9ifcluma NWE MEE MUM GAIN ry IR wuc M AIA DAN 'W IMF M. RI OJT dm RM. MMP.MMMM SEIM mwm f mwmybm ,!rum MINT MUMS IMEMMAD.M.M64.. ,-m or cub 411.4. R1. OM. TM ICIIM O Ax5 [a pyl OVUM MD I ppw4 r R11N APPROVED BY Ma-nI O-'- uour� Duna., Ertmvirr '4 aM.I»Mr�nrr ■EESNr MOM Oe% u� 0IM fN[Ilx k{mr14.1 Mao. min" 'Iltt .MMM-0SM CTl vl P.M POE MD PMT& AUPWED AGR. I.D. NO. 23977(a) Ea. W-I 1 4.2.c Packet Pg. 39 N FROM E —W— MIXPs --- MOW LK Eh Of Wee 0- 2•1110 OW Rh 0` pm NI 10111,000 2.42 R000x s,vfAny LILL AA.. ,1319 WY Ex - � I NW uttiTER • aorta is 022. �w•28f 0.4 ..rt Of OF WO 10 hi 1,1 let FM m�• sefiM1 n o 10 E extettnx MOM 28M Mt 011 E 01.10110 R .s.R nR w #4 Ra.rWw.� m.For/ IC lu! j! ks tlrta SBTn 1. E. 9m. w.� 18BI 0111.1111. totY RN R u.n as APPROVED BY wnnl°.,e Ee°mrmePl.P• wy.00 Mtn Wwl.r Oleim (toy meal.I ka Xigir624r 'Arena Orld.r- .aroma wm.....R.hel 1103001 uth1Rae, PM f OI YA.m *R16 N A.11OV.Y51 e m P01.129011P49W 1R OM WHOP WM ht mWM 16. °BR W M1FPri0 1 .FJ 2I04 yqf lerf r Off MOP n VW.fa rlfR EK1 DIJ. 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NO.23977(a) 80/8 00 OOP amiRhe tine hi 10 4.2.c Packet Pg. 40 I Gi4D PPINPN ONO UP —4— mum u. on of Royal DIM MP DOE RCN ors akop 11 MOW r- MIN PPP P.; asps Rol WAIN WOW PPP. MOM TWA /I Pt MI WPM DiAl• IMAM to asps wanclopoor oft •- ROM IMP Mil soma MY ma. MIN .•311 NMI ssrame CM Ell propowstoortnetlay frewit EWnet Orls.et.e OiNIPSYV.wY w�u. Meal DM mrNmt ..d. ..�.N+..,des N z APPROVED 6Y q-.urt Poimhlni em1..nnMtAna.MA Molar Ma.% OW u...MOTIF KN. f §M DAMINi ASM MOTES MOM HARNMSI WPM 9M.a YE ADIPM Oft i.. [inWPott Mort pKMM. N. EWAN Pe MO WY i . MAOAl AYSIG SUMS Al um NlwmMf R IN MOM ♦YM pf NIS am Woad. IMMEDIO MAIN LieNMi• rs.asl MAD evarxn AVM oxr WOK NE.. MTx .TInR t S## [Nam RWp utema ahair.IsNM Rom/ nNig s CO fir. _j Irt auMP nt . �v it w zDa row ty RID It Marti •PEE NAME, m memo no w.oc mns2•E off. rEA, c MSsAMIN Mil i+mem�x RA u4sa 1503 o RC Arta fros worm PM., APO WtSw PAVES twm. RN.[ mtja re¢ WPM KR1:u Wm. 'MOO Mt FG'M4 NENF SfANx N% THLS PROJECT MAY NOT [SE PLACED WTO SERVICE UNTIL FINAL CLEARANCE 18 OBTAINED FROM MIAMI DADE couNr9 DEPARTMENT OF HEALTH APPROVED WATERSURLY ONLY O STA1T OF DErA®TYMfi OF ENNUI OW/PENT, ROTECOON FLORIDA DEFT OF NErto.111 IN UNPIN DADS COMM Permit No: 354:44-52 DSG Rot m MO A hu him if on. rA sr corni orer PON on .1NMI] iIM NiEv eRMYaM AP]irwrn .w..,rw MOOw'E. EAP.. M.w.6 NLRB PR.m.. nm otroMPEOYS ."mom.11191,1, .�c" "'°`s Ztar Mr DA.. If otI WPM it WO MAW WIMP hart DE FAN AMA NM. AEum MDr IAOW 11LL [i9ENEM bm MOOD KW PROW RP AP DMUS Of MO WPM E WED RN MOB OWN mA RIERDE WATER wxo etReR DEPARTMEIrr 17Arb}1#2We 50 N14a3971. AGR. I.D. NO. 23977{a) Oche ROM +S IOP rnsimprt W-3 4.2.c Packet Pg. 41 CS PR12J12C21AA: Nc1TBSPIACE:D=0 MS= UIDT!IL FINAL Q.EA12A2JCE Li ,rADe-MD FROM EDAM DADE COJL= DFPAKTLLfcT OF HEALTH ,o s s rs 1 r'''' —I: i o ®1. Y— • l 41 1!T a APPROVED .70 eLRtie cW 4 BVCNRAEMI Off ENTu. P NITECT. 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PROPCPVED 154 LF OF 1 P WATFRM g (NW I AVE ) 6 14 5 14 II r $ 14 �71 12 ypl � 12 116 M11y 10 I e I L� m�r•c L� R a leWEBINI . RPM Rel %e. i. ...-, eri a • 4 _ a 2 PROPOSED 23 IF OF S PVC SAN SEW PROFILE ( NW 2 AVE 11.1.1.48 rn011a.4m ]15 S1l.mmdm al PROFILE OF 2OLF OF r DIP SAN REPLACZIENT FOR EXISTING Brit SAN (NW 11 ST ) tee.om r-ar..m. r.t JIGMA Per5'AMfa 19R2I[R #F 04M5 oWo'm' a menms Nam �c 'waw uweai�l"Ew: u"'�""®c n.ra�s ` .1610.0 PT le PEW .1.1. PM is Nimalme le sot NOr row WI. NM IS MS SS sr PF le a15111 l If W.e SPA4TC.E V1fiS11O.LLCEn➢A3CE IS []eTnI ED MIANI MBE COUNTY QFP.IRTME\9 SM' NEU.Tf1 APPROVED DEP. MAMI STATE OF.LOR/66 EYTPL MOTEMON FlY F11.110.6 DEFT. OE HHEN IN Pem1N NO: 354544- -0SCA ai+..rix rms Es par strums. OD coon. SISSICSINSSI SIMMS ISUM-GAL! WATER AMD 8011113 GFPARTIENT mP �Prr s 200µf 1x .61.1c16,60 •PrzAerlaa Fa mar ;mums NM. SSxh 4R8NRME unamcmo Tezattlf Pan eamWWI .a.1 MEP WEB ems era WPM 0.4.14WO MN onusEllemeiNsteu mine Wf PIN ma onor se pew NNW er NOB N. WOR.s. PM BMW O. MEN IM& IN ma maw wax waxh�ll®Q. EA MIMI YYE94A! AGR.I.D. NO.2S977(a) 141 f W-5 4.2.c Packet Pg. 43 4.3 SEOPW Board of Commissioners Meeting October 24, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King Date: October 17, 2024 and Members of the CRA Board File: 16826 From: James McQueen Executive Director Subject: 4/5th Vote: Youth Programming Initiatives in FY 2024-2025. Enclosures: File # 16826 Exhibit A File # 16826 - Exhibit B File # 16826 - Exhibit C File # 16826 - Notice to the Public BACKGROUND: A Resolution of the Board of Commissioners ("Board") of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA"), with attachments, by a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, ratifying, approving, and confirming the executive director's recommendation and finding, attached and incorporated herein as Exhibit "A," that competitive negotiation methods and procedures are not practicable or advantageous, pursuant to Section 18-85 of the code of the City of Miami, Florida, to assist the organizations set forth in Exhibit `B," attached and incorporated herein, in providing various youth programming initiatives, as described in their respective proposals as set forth in Exhibit "C," attached and incorporated herein, within the redevelopment area in fiscal year 2024-2025 ("Purpose"), and waiving the requirements for competitive sealed bidding as not being practicable or advantageous to the SEOPW CRA; further authorizing funding in an amount not to exceed One Hundred Eighty Thousand Dollars and Zero Cents ($180,000.00) ("Funds"). It is recommended that the Board of the SEOPW CRA approve and adopt the attached Resolution, authorizing the allocation of the Funds to the organizations for the Purpose stated therein. JUSTIFICATION: Pursuant to Section 163.340(9), Florida Statutes (the "Act") community redevelopment means "undertakings, activities, or projects of a ... community redevelopment agency in a community redevelopment area for the elimination and prevention of the development or spread of slums and blight...." Section 2, Goal 4 of the Plan lists the "creati[on of] jobs within the community...that will provide life sustaining jobs to residents" as a stated redevelopment goal; and Packet Pg. 44 4.3 Section 2, Goal 6 of the Plan, lists "improving the quality of life for residents", as a stated redevelopment goal; and Section 2, Principle 4 of the Plan, states, "there must be variety in employment opportunities" as a stated redevelopment principle; and Section 2, Principle 6, of the Plan provides that to "address and improve the neighborhood economy and expand the economic opportunities of present and future residents ..." as a stated redevelopment principle. FUNDING: $180,000.00 from Other Grant Aids — Non TIF Revenue Fund - 10051.920101.883000.0000.00000 FACT SHEET: Company names/address: Overtown Optimist Club, Inc., a Florida Not For Profit Corporation 350 N.W. 12th Street, Miami, Florida 33136 Funding request: Overtown Optimist Club, Inc. $180,000.00 Total Allocation Youth Programming Grants 2024-25: $180,000.00 Scope of work or services (Summary): Provide youth programming initiatives, such as health and wellness enrichment, financial literacy, work readiness and job skills to youth residents within the redevelopment area. Page 2 of 6 Packet Pg. 45 4.3 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: October 24, 2024 CRA Section: Brief description of CRA Agenda Item: Authorizing funding in an amount not to exceed $180,000.00 for various youth programming initiatives. Project Number YES, there Account Code: (if applicable): are sufficient funds in Line Item: 10051.920101.8830000.0000.00000 Amount: $1 8 0 , 0 0 0.0 0 NO (Complete the following source of funds information): Amount budgeted in the line item: $ Balance in the line item: $ Amount needed in the line item: $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL Project No./Index/Minot Object From $ To $ From $ To $ Comments: Funding derives from a non of revenue fund. Approved by: Approval: Executive Director 10/17/2024 MigGel A ValentinFinance Officer I-' ^ 10/17/2024 Page 3 of 6 Packet Pg. 46 4.3 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 16826 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS, PURSUANT TO SECTION(S) 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA; WAIVING SAID PROCEDURES FOR COMPETITIVE SEALED BIDDING; AUTHORIZING THE EXECUTIVE DIRECTOR TO DISPERSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION, SUBJECT TO THE AVAILABILITY OF FUNDING, FROM THE CORRESPONDING ACCOUNT NO. OTHER GRANT AIDS / NON — TIF REVENUE FUND - 10051.920101.883000.0000.00000, IN AN AGGREGATE AMOUNT NOT TO EXCEED ONE HUNDRED EIGHTY THOUSAND DOLLARS AND ZERO CENTS ($180,000.00) ("FUNDS") TO ASSIST THE ORGANIZATION SET FORTH IN EXHIBIT "B," ATTACHED AND INCORPORATED HEREIN, IN PROVIDING YOUTH TRAINING PROGRAMS, AS DESCRIBED IN THEIR RESPECTIVE PROPOSAL, AS SET FORTH IN EXHIBIT "C," WITHIN THE REDEVELOPMENT AREA IN FISCAL YEAR 2024-2025 ("PURPOSE"); FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its redevelopment area in accordance with the 2018 Updated Southeast Overtown/Park West Redevelopment Plan "Plan"); and WHEREAS, pursuant to Section 163.340(9) Florida Statutes, "community redevelopment means projects of a ... community redevelopment agency in a community redevelopment area for the elimination and prevention of the development or spread of slum and blight"; and WHEREAS, Section 2, Goal 4 of the Plan lists the "creati[on of] jobs within the community..." as a stated redevelopment goal; and Page 4 of 6 Packet Pg. 47 4.3 WHEREAS, Section 2, Goal 6 of the Plan, lists "improving the quality of life for residents", as a stated redevelopment goal; and WHEREAS, Section 2, Principle 4 of the Plan, states, "there must be variety in employment opportunities" as a stated redevelopment principle; and WHEREAS, Section 2, Principle 6 of the Plan lists "address[ing] and improv[ing] the neighborhood economy, and expand[ing] the economic opportunities ... this entails both the support and enhancement of existing businesses and local entrepreneurs," as a stated redevelopment principle; and WHEREAS, the organization, Overtown Optimist Club, Inc., a Florida Not For Profit Corporation, defined in Exhibit "B," attached and incorporated herein, provides youth programming, which among other things include, health and wellness enrichment, financial literacy, work readiness and job skills training to youth residents within the redevelopment area ("Purpose"); and WHEREAS, the organization, defined in Exhibit `B," attached and incorporated herein, has completed applications and have requested funds to assist in continuing to provide youth training programs, as described in their respective proposals as set forth in Exhibit "C," attached and incorporated herein; and WHEREAS, the organizations' mission, individually, continue to align with the Plan and further the Purpose stated herein; and WHEREAS, the Board of Commissioners, on July 27, 2023, adopted Resolution No. CRA-R-23- 0038, authorizing the Executive Director to disperse funds in Fiscal Year 2023-2024 for youth training programs facilitated by the organization, defined in Exhibit "B"; and WHEREAS, the Board of Commissioners wishes to further authorize funding in an aggregate amount not to exceed One Hundred Eighty Thousand Dollars and Zero Cents ($180,000.00) ("Funds") to the organization, and in the respective amount, as set forth in Exhibit `B" for the Purpose stated herein; and WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the SEOPW CRA redevelopment goals and objectives; and WHEREAS, based on the recommendation and findings of the Executive Director, attached and incorporated herein as Exhibit "A," it is in the SEOPW CRA's best interest for the Board of Commissioners to authorize, by an affirmative four -fifths (4/5ths) vote, a waiver of competitive sealed bidding procedures, pursuant to Sections 18-85 and 18-86 of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA, to allocate said Funds, subject to availability, and to authorize the Executive Director to negotiate and execute any and all agreements necessary, all in forms acceptable to Counsel, for said Purpose; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Page 5 of 6 Packet Pg. 48 4.3 Section 2. Pursuant to Sections 18-85 and 18-86 of the City Code, as adopted by the SEOPW CRA, by a four -fifths (4/5t11) affirmative vote, after an advertised public hearing, the Executive Director's recommendation and written findings, attached and incorporated herein as Exhibit "A," that competitive negotiation methods and procedures are not practicable or advantageous to the SEOPW CRA, and waiving the requirements for said procedures are hereby ratified, approved, and confirmed. Section 3. The Executive Director is hereby authorized' to disperse the Funds, at his discretion, subject to the availability of funding from Other Grant Aids / Non-TIF Revenue Fund - 10051.920101.883000.0000.00000 to the organization, Overtown Optimist Club, Inc., and further the Purpose stated herein. Section 4. The Executive Director is authorized' to negotiate and execute an agreement, including any and all necessary agreements, all in forms acceptable to Counsel, for said Purpose. Section 5. Sections of this Resolution may be renumbered or re -lettered and corrections of typographical errors which do not affect the intent may be authorized by the Executive Director, or the Executive Director's designee, without need for public hearing, by filing a corrected copy of same with the City of Miami City Clerk. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ounsel 10/17/2024 ' The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to those prescribed by applicable State law, City Charter and City Code provisions, as adopted by the SEOPW CRA. Page 6 of 6 Packet Pg. 49 EXHIBIT "A" 4.3.a SEOPW Board of Commissioners Meeting October 24, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY 4/5ths RECOMMENDATION INTER -OFFICE MEMORANDUM To: Board Chair Christine King and Date: October 17, 2024 File: Members of the SEOPW CRA Board From: James D. McQueen Executive Director Subject: Recommendations and findings to waive competitive sealed bidding and negotiation methods pursuant to City Code 18-85(a) for Youth Programming in FY 2024-2025. Enclosures: Exhibit "A" Exhibit "B" Exhibit "C" BACKGROUND: The Board of Commissioners ("Board") of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is responsible for carrying out community redevelopment activities and projects within its redevelopment area in accordance with the 2018 Updated SEOPW CRA Redevelopment Plan ("Plan"). Overtown Optimist Club, Inc., a Florida Not For Profit Corporation, requests assistance in an amount not to exceed One Hundred Eighty Thousand Dollars and Zero Cents ($180,000.00) ("Funds"). Overtown Optimist Club, Inc. engages in youth training programs, which among other things include, health and wellness enrichment, financial literacy, work readiness and job skills training to youth residents within the redevelopment area, who are preparing for college and, eventually, the workforce ("Purpose"). It is recommended that such programming be continued in Fiscal Year 2024-2025 in order to improve the quality of life for youth residents of Overtown. The Executive Director has reviewed and vetted Overtown Optimist Club, Inc.'s request, in accordance with the objectives of the Plan. RECOMMENDATION: In light of the above -stated, approval of a waiver of the formal requirements of competitive sealed bidding methods as not being practicable or advantageous to the Southeast Overtown/Park West Community Redevelopment Agency as set forth in the City Code of Ordinances, as amended, specifically Sections 18-85(a) and the affirmation of these written findings and the forwarding the same to the Board of Commissioners of the SEOPW CRA by a four -fifths vote is respectfully requested. APPROVED Jam McQueen, Executive Director Attachment: File # 16826 Exhibit A (16826 : 4/5th Vote: Youth Programming Initiatives in FY 2024-2025.) Packet Pg. 50 EXHIBIT "B" 4.3.b Organizations Overtown Optimist Club, Inc. $180,000.00 Total Allocation Youth Programming Grants 2024-25: $180,000.00 Packet Pg. 51 EXHIBIT "C" 4.3.c September 4, 2024 Mr. James McQueen, Executive Director Southeast Overtown Park West/Community Revitalization Association (SEOPW/CRA) 825 NW 2nd Avenue Miami, FL 33136 Dear Director McQueen, It is with great anticipation that we submit this proposal on behalf of the Overtown Optimist Club, Inc., also known as The Optimist Club. The Overtown Optimist Club respectfully requests support for the 2024-2025 (operating year) from our local Community Redevelopment Agency (CRA) to support our year-round programming which has made a meaningful difference in the Overtown community for 30 years. A continued investment from the SEOPW/CRA will aid us in sustaining jobs within Overtown and serving as a resource for our children and families. The seminal objective of the Club has been to create and sustain a safe haven for students and families during the critical out -of -school hours. The Overtown Optimist Club has a mission of increasing student and family access to affordable, inclusive, high quality youth development programming with an eye towards wellness. To achieve its mission, the Optimist Club activates a year-round out -of -school program model which serves as a safe haven for the Overtown community. The Optimist Club is grateful to have received support from the SEOPW/CRA for the last two years, this funding as propelled aided us in attracting new donors and to further stabilize employment of our 3-full-time and our 4-part-time staff, all of whom reside within the SEOPW/CRA catchment area. OVERTOWN OPTIMIST CLUB, INC. 350 NW 12th Street Miami, FL 33136 P.O. Box 12895 Miami, FL 33101 www.overtownoptimist.org 305.680.0430 info@theoptimistclub.org Packet Pg. 52 EXHIBIT "C" 4.3.c A quick look at the data for the 2023-2024 operating year highlights our impact. MEALS SERVED 16.480 Afterschool Spring Summer Average Cost Per Student S113.33 0000 0000 000 SERVICE DAYS 306 .•••• ■ 0 2023-2024 PARTICIPANTS 160 Afterschool Spring Summer 240 Athletics 0 GENDER BOYS I GIRLS 50.2% 1 49.8% We believe that the mission of the Overtown Optimist Club is consistent with the broad vision of the SEOPW/CRA and hope that you will find fiscal alignment to support this longstanding Overtown program. If you have any additional concerns or questions, please don't hesitate to let me know. If you need any additional information, please don't hesitate to contact me via email at ihaynie@theoptimistclub.org or office phone at 305.517.6608 or cell 202.560.9829. Sincerely and respectfully, Ieshia Haynie Executive Director OVERTOWN OPTIMIST CLUB, INC. 350 NW 12th Street Miami, FL 33136 P.O. Box 12895 Miami, FL 33101 www.overtownoptimist.org 305.680.0430 info@theoptimistclub.org Packet Pg. 53 EXHIBIT "C" 4.3.c Overtown Optimist Club, Inc. Physical Address: 350 NW 12th St. Miami, FL 33136 Mailing Address: P.O. Box 12895 Miami, FL 33101 Executive Director: Ieshia Haynie Email: ihaynie@theoptimistclub.org Submitted to SEOPW CRA September 5, 2024 PAST, PRESENT & FUTURE Overtown Optimist Club has a mission of increasing student and family access to affordable, inclusive, high quality youth development programming with an eye towards health. The Overtown Optimist Club Health and Wellness initiative has a two -pronged objective. The seminal objective of the Club has been to create and sustain a safe haven for students and families during the critical out -of -school hours. To achieve its mission, the Club activates a year-round out -of -school program model which serves as a safe haven for the Overtown community. In its 30-year history, the Overtown Optimist Club has successfully pivoted its hallmark, sports enthusiast programming, to include academic advisement, ensuring students are on track for on -time grade promotion and high school graduation. A key element within our programming is providing exposure opportunities which will provide students with skills to assist them in successfully navigating their post- secondary life experiences. Students join the Overtown Optimist Club, as early as four years of age, and continue through high school graduation and beyond. For decades, research has shown that the hours immediately after school when parents are unable to supervise their young ones and are the times when kids and youth are more prone to risky behaviors or to become victims of crime. Last year a report released by Fight Crime: Invest in Kids analyzed law enforcement agency and FBI crime data and was able to verify that the time between 2 pm — 6 pm during the school week are the peak time for juvenile crime. (Manheimer, 2019) COMPANY GOALS The Overtown Optimist Club embraces and encourages inclusion in all things — access, quality and opportunity. Our philosophy believes that children of all abilities have a right to equal access to and meaningful participation in education, employment, character education, and social emotional development. The Club provides services to students attending schools in Overtown including, Downtown Miami Charter School, Frederick Douglass Elementary, Phillis Wheatley Elementary, Paul Dunbar K-8, Jose de Diego Middle School Ninety percent of our students receive free and reduced lunch, and are grappling with the complexities of living in a community with concentrated areas of poverty. Packet Pg. 54 EXHIBIT "C" 4.3.c GOALS The Overtown Optimist Club has a two -pronged goal. The seminal goal of the Club has been to create and sustain a safe haven for students during the critical out -of -school hours. The Overtown Optimist Club has an inclusion goal which is to provide year-round academic and exposure enrichment for students living within Overtown and its surrounding areas. Our goal is to help kids of all ages develop healthy behaviors that lead to lifelong habits and wellness. We have found that young kids and teens benefit through enhanced self-image, which can transform how they see themselves and their trajectory in life. Data has shown that on average, 83% of our youth under age 8 are dealing with obesity issues. It's crucial that we design and sustain ecosystems which provide kids with the tools for a healthy future. Year -Round Deliverables: 1. an afterschool initiative; (includes homework assistance, academic and enrichment exposure) 2. a week-long spring break intensive; 3. an 8-week summer camp, 4. STEM Saturdays (monthly, during the school year) 5 Summer Youth Employment programming (through partnerships) 6. Athletic Programming (basketball, baseball, cheer, football, soccer) 7. Health & Nutrition programming (meal services during afterschool, spring break and summer) 7a. Community Health & Wellness Events (4x per year) 8. Annual College Tour 9. Transportation 10. Social Justice Campaign 11, Character Education (12-month series) 12. Health & Wellness Events (KidsFest) WORK LOCATION The Overtown Optimist Club has a primary location of Theodore Gibson Park, located at 401 NW 12th Street. A small percentage (2%) of our athletic practice programming occurs at Charles Williams Park, located at 1717 NW 5' Avenue Miami, FL 33136. GRANT MILESTONES: YEAR ROUND DELIVERABLES Afterschool Campaign Begins first day of School (August) Ends last day of school (June) Transportation Club Transporter picks up students from our participating schools. Transportation is also used in the summer and spring break for some fieldtrips. Spring Break (week-long) Week-long intensive which includes 2 field trips, academic studies, mindfulness, STEM, breakfast, lunch and snack, and enrichment activities Packet Pg. 55 EXHIBIT "C" 4.3.c Summer (8 weeks) 8-week long series which provides 2 field trips per week, academic engagement, which includes reviewing sight words and mastering grade level math facts, breakfast, lunch, snack and hydration, mindfulness, STEM, Zumba, music, South Florida Symphony and Faena Art STEM Saturdays During School Only (lx per month) Summer Youth Employment (20) High School students employed June — August as Camp Counselor and support Athletic Programming Basketball, Baseball, Cheer, Football and Soccer programming, the Optimist Club provides practice uniforms and game jerseys, transportation to/from games, hydration, insurance, end of season banquet Health & Nutrition Program Afterschool dinner and snack, Spring and Summer breakfast, lunch and snack daily Annual College tour (Spring) 25 participate in a week-long college tour, with at least one exposure trip for students. Social Justice Campaign (Summer) This campaign takes High School students on a mini -trip to DC to visit the Holocaust Museum and the African American Heritage Museum Smart N' Up University A 12-month character education series, delivered on a Monday of each month FUNDING CAMPAIGN The Overtown Optimist Club utilizes a braided funding stream to aid us in delivering our year-round goals and objectives, which include private donors, fundraisers, and serving as a subcontractor for the Department of Education and the Department of Agriculture. For the first time in its existence, the Overtown Optimist Club will apply for the Community Development Block Grant (CDBG) grant in 2023. Additionally, the Club intends to seek funding once again from the honorable Mayor Frances Suarez, City of Miami, and for the first time we'd like to seek funding from the honorable Miami -Dade County Mayor Daniella Levine Cava. YEAR-ROUND CALENDAR (see addendum A) Packet Pg. 56 Using Movement, Play Sports and Nutrition to Educate and Heal EXHIBIT "C" 4.3.c 2024-2025 Overtown Optimist Club Year-round Program Budget Organization Name: Overtown Optimist Club, Inc. Date: September 2024 Grant Program: Health & Wellness Planning Using Academics, Athletics and Art to Educate & Heal Program Expenses: The following expenses support and sustain the Overtown Optimist Club afterschool, spring break and summer programming. Expenses - Line Item Grant Funding TOTAL EXPENSES Briefly explain line items. Health & Wellness Instruction $24,400.00 $24,400.00 Optimist Community Health & Wellness activities (quarterly events)hygiene kits, haircuts, swimming lessons, water safety instructors Academic Enrichment & Instruction $46,000.00 $46,000.00 which includes prevention, intervention and remeditation, 1-week of spring break, college tour curation,. 8-wk summer enrichment and exposure, Technology & Innovation $19,000.00 $19,000.00 Upgrade laptops and desktops which break down the digital divides which exist for students in our area.Increase classroom technology for service delivery Enrichment & Exposure Activities $28,000.00 $28,000.00 Fieldtrips and annual exposure opportunities like college tour, spring break, exposure instructors, athletics apparel) Transportation $21,600.00 $21,600.00 Transportation supports our daily, weekend and spring break usage of vans, the maintenance, gasoline, and commission bus services for fieldtrips Curriculum & Training $11,000.00 $11,000.00 Annual training and professional development; suicide prevention, Adverse Childhood Experiences, behavioral, mental health, abuse, drug and backgd Food & Nutrition (Daily Dinner/Lunch Svc) $30,000.00 $30,000.00 Daily and seasonal breakfast/lunch/dinner, snack and hydration as well as community events $0.00 $0.00 $0.00 TOTAL EXPENSES $180,000.00 $180,000.00 Health Wellnesss Initiative 1 Packet Pg. 57 2021-2022 Southeast Overtown/Park West Community Redevelopment Agency NOTICE OF PUBLIC HEARING The Board of Commissioners ("Board") of the Southeast Overtown/ Park West Community Redevelopment Agency ("SEOPW CRA") will hold a Public Hearing on Thursday, October 24'h, 2024, at 10:00 a.m. or anytime thereafter in the City Commission chambers located at Miami City Hall, 3500 Pan American Drive, Miami, FL 33133. The Board will consider the allocation of funding to the following organizations (collectively, the "Organizations"): Girl Power Rocks, Inc. and Overtown Optimist Club, Inc. In accordance with the SEOPW CRA 2018 Redevelopment Plan Update ("Plan") and Florida Statutes 163, the Board will consider the allocation of funding an amount not to exceed Two Hundred Eighty -Three Thousand Five Hundred Dollars and Zero Cents ($283,500.00). This funding will aid in providing Youth Programming within the redevelopment area and is consistent with the Plan. All comments and questions with respect to the meeting and public participation should be addressed to James D. McQueen, Executive Director, or Vincent T. Brown, Esq., Staff Counsel, at 819 N.W. 2nd Avenue, 3rd Floor, Miami, Florida 33136 or (305) 679-6800. This action is being considered pursuant to Section 18-85(a) of the Code of the City of Miami, Florida as amended ("City Code"). The recommendation and findings to be considered in this matter are set forth in the proposed resolution and will be available as with the scheduled SEOPW CRA Board meeting or anytime thereafter in the City Commission chambers. Should any person desire to appeal any decision of the Board with respect to any matter considered at this meeting, that person shall ensure that a verbatim record of the proceedings is made, including all testimony and evidence upon which any appeal may be based (F.S. 286.0105). In accordance with the Americans with Disabilities Act of 1990, persons needing special accommodations to participate in this proceeding may contact the Office of the City Clerk at (305) 250-5361 (Voice), not later than two (2) business days prior to the proceeding. TTY users may call 711 (Florida Relay Service), not later than two (2) business days prior to the proceeding. Ad No. 43601 Todd B. Hannon Clerk of the Board 4.4 SEOPW Board of Commissioners Meeting October 24, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King Date: October 17, 2024 and Members of the CRA Board File: 16827 From: James McQueen Executive Director Subject: 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025. Enclosures: File # 16827 - Notice to the Public File # 16827 - Exhibit A File # 16827 - Exhibit B File # 16827 - Exhibit C BACKGROUND: A Resolution of the Board of Commissioners ("Board") of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA"), with attachments, by a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, ratifying, approving, and confirming the executive director's recommendation and finding, attached and incorporated herein as Exhibit "A," that competitive negotiation methods and procedures are not practicable or advantageous, pursuant to Section 18-85 and 18-86 of the code of the City of Miami, Florida, to assist the organizations set forth in Exhibit `B," attached and incorporated herein, in providing various arts and culture initiatives, which will create jobs and connect communities, as described in their respective proposals as set forth in Exhibit "C," attached and incorporated herein, within the redevelopment area in fiscal year 2024-2025 ("Purpose"), and waiving the requirements for competitive sealed bidding as not being practicable or advantageous to the SEOPW CRA; further authorizing funding in an amount not to exceed One Hundred Sixty -Seven Thousand Five Hundred Dollars and Zero Cents ($167,500.00) ("Funds"). It is recommended that the Board of the SEOPW CRA approve and adopt the attached Resolution, authorizing the allocation of the Funds to the organizations for the Purpose stated therein. JUSTIFICATION: Pursuant to Section 163.340(9), Florida Statutes (the "Act") community redevelopment means "undertakings, activities, or projects of a ... community redevelopment agency in a community redevelopment area for the elimination and prevention of the development or spread of slums and blight...." Packet Pg. 59 4.4 Section 2, Goal 4 of the Plan lists the "creati[on of] jobs within the community...that will provide life sustaining jobs to residents" as a stated redevelopment goal; and Section 2, Goal 6 of the Plan, lists "improving the quality of life for residents", as a stated redevelopment goal; and Section 2, Principle 4 of the Plan, states, "there must be variety in employment opportunities" as a stated redevelopment principle; and Section 2, Principle 6, of the Plan provides that to "address and improve the neighborhood economy and expand the economic opportunities of present and future residents ..." as a stated redevelopment principle. FUNDING: $167,500.00 from Other Grant Aids — Non TIF Revenue Fund - 10051.920101.883000.0000.00000 FACT SHEET: Company names/mailing addresses: Black Archives History and Research Foundation of South Florida, Inc., a Florida Not For Profit Corporation 819 N.W. 2' Avenue, Miami, Florida 33136 Gateway Airport Concessions, Inc., a Florida Profit Corporation 71 N.E. 173`d Street, Miami, Florida 33162 Miami -Dade North Arts & Humanities Foundation, Inc., a Florida Not For Profit Corporation 701 Brickell Avenue, Suite 3300, Miami, Florida 33131 Norwood Consulting, Inc., a Florida Profit Corporation 14844 Breckness Place, Miami Lakes, Florida 33016 Urgent, Inc., a Florida Not For Profit Corporation 1000 N.W. 1st Avenue, Suite 100, Miami, Florida 33136 Funding request: Black Archives History and Research Foundation of South Florida, Inc. $45,000.00 Gateway Airport Concessions, Inc. $25,000.00 Miami -Dade North Arts & Humanities Foundation, Inc. $45,000.00 Norwood Consulting, Inc. $45,000.00 Urgent, Inc. $7,500.00 Page 2 of 7 Packet Pg. 60 4.4 Total Allocation Arts & Culture Grants 2024-25: $167,500.00 Scope of work or services (Summary): Provide arts & culture initiatives within the redevelopment area. Page 3 of 7 Packet Pg. 61 4.4 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: October 24, 2024 CRA Section: Brief description of CRA Agenda Item: Authorizing funding in an amount not to exceed $167,500.00 for various arts and cultural initiatives. Project Number YES, there Account Code: (if applicable): are sufficient funds in Line Item: 10051.920101.8830000.0000.00000 Amount: $1 6 7 , 5 0 0.0 0 NO (Complete the following source of funds information): Amount budgeted in the line item: $ Balance in the line item: $ Amount needed in the line item: $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL Project No./Index/Minot Object From $ To $ From $ To $ Comments: Non of revenue source used for this purpose. Approved by: Approval: Executive Director 10/17/2024 MigGel A Valtntirt, Finance Officer I-' ^ 10/17/2024 Page 4 of 7 Packet Pg. 62 4.4 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 16827 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS, PURSUANT TO SECTION(S) 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA; WAIVING SAID PROCEDURES FOR COMPETITIVE SEALED BIDDING; AUTHORIZING THE EXECUTIVE DIRECTOR TO DISPERSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION, SUBJECT TO THE AVAILABILITY OF FUNDING, FROM THE CORRESPONDING ACCOUNT NO. OTHER GRANT AIDS / NON — TIF REVENUE FUND - 10051.920101.883000.0000.00000, IN AN AGGREGATE AMOUNT NOT TO EXCEED ONE HUNDRED SIXTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS ($167,500.00) ("FUNDS") TO ASSIST THE ORGANIZATIONS SET FORTH IN EXHIBIT "B," ATTACHED AND INCORPORATED HEREIN, IN PROVIDING ARTS & CULTURE PROGRAMS FOR THE PRESERVATION OF HISTORICAL CULTURAL HERITAGE, AS DESCRIBED IN THEIR RESPECTIVE PROPOSALS AS SET FORTH IN EXHIBIT "C," WITHIN THE REDEVELOPMENT AREA IN FISCAL YEAR 2024-2025 ("PURPOSE"); FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its redevelopment area in accordance with the 2018 Updated Southeast Overtown/Park West Redevelopment Plan "Plan"); and WHEREAS, pursuant to Section 163.340(9) Florida Statutes, "community redevelopment means projects of a ... community redevelopment agency in a community redevelopment area for the elimination and prevention of the development or spread of slum and blight"; and Page 5 of 7 Packet Pg. 63 4.4 WHEREAS, Section 2, Goal 4 of the Plan lists the "creati[on of] jobs within the community..." as a stated redevelopment goal; and WHEREAS, Section 2, Goal 6 of the Plan, lists "improving the quality of life for residents", as a stated redevelopment goal; and WHEREAS, Section 2, Principle 4 of the Plan, states, "there must be variety in employment opportunities" as a stated redevelopment principle; and WHEREAS, Section 2, Principle 6 of the Plan lists "address[ing] and improv[ing] the neighborhood economy, and expand[ing] the economic opportunities ... this entails both the support and enhancement of existing businesses and local entrepreneurs," as a stated redevelopment principle; and WHEREAS, the organizations (Black Archives History and Research Foundation of South Florida, Inc., a Florida Not For Profit Corporation; Gateway Airport Concessions, Inc., a Florida Profit Corporation; Miami -Dade North Arts & Humanities Foundation, Inc., a Florida Not For Profit Corporation; Norwood Consulting, Inc., a Florida Profit Corporation; and Urgent, Inc., a Florida Not For Profit Corporation) (collectively, the "Organizations"), more particularly defined in Exhibit `B" attached and incorporated herein, provide arts & culture programming, which preserve the rich history of the redevelopment area and connect the community ("Purpose"); and WHEREAS, the Organizations listed in Exhibit "B," attached and incorporated herein, have completed applications and requested funding to assist in continuing to provide arts & culture programming, as described in their respective proposals as set forth in Exhibit "C," attached and incorporated herein; and WHEREAS, the Organizations' missions, individually, continue to align with the Plan and further the Purpose stated herein; and WHEREAS, the Board of Commissioners, on January 25, 2024, adopted Resolution No. CRA- R-24-0002, authorizing the Executive Director to disperse funds for expenditures in support of the "culture and arts programs" facilitated by the Organizations listed herein; and WHEREAS, the Board of Commissioners wishes to further authorize funding in an aggregate amount not to exceed One Hundred Sixty -Seven Thousand Five Hundred Dollars and Zero Cents ($167,500.00) ("Funds") to the Organizations listed and in the respective amounts, as set forth in Exhibit "B" for the Purpose stated herein; and WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the SEOPW CRA redevelopment goals and objectives; and WHEREAS, based on the recommendation and findings of the Executive Director, attached and incorporated herein as Exhibit "A," it is in the SEOPW CRA's best interest for the Board of Commissioners to authorize, by an affirmative four -fifths (4/5ths) vote, a waiver of competitive sealed bidding procedures, pursuant to Section 18-85 of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA, to allocate said Funds, subject to availability, and to authorize the Executive Director to negotiate and execute any and all agreements necessary, all in forms acceptable to Counsel, for said Purpose; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Page 6 of 7 Packet Pg. 64 4.4 Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. Pursuant to Section 18-85 of the City Code, as adopted by the SEOPW CRA, by a four -fifths (4/5th) affirmative vote, after an advertised public hearing, the Executive Director's recommendation and written findings, attached and incorporated herein as Exhibit "A," that competitive negotiation methods and procedures are not practicable or advantageous to the SEOPW CRA, and waiving the requirements for said procedures are hereby ratified, approved, and confirmed. Section 3. The Executive Director is hereby authorized' to disperse the Funds, at his discretion, subject to the availability of funding from Other Grant Aids / Non-TIF Revenue Fund - 10051.920101.883000.0000.00000 to the Organizations and further the Purpose stated herein. Section 4. The Executive Director is authorized' to negotiate and execute an agreement, including any and all necessary agreements, all in forms acceptable to Counsel, for said Purpose. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ounsel 10/17/2024 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to those prescribed by applicable State law, City Charter and City Code provisions, as adopted by the SEOPW CRA. Page 7 of 7 Packet Pg. 65 4.4.a Southeast Overtown/Park West Community Redevelopment Agency NOTICE OF PUBLIC HEARING The Board of Commissioners ("Board") of the Southeast Overtown/ Park West Community Redevelopment Agency ("SEOPW CRA") will hold a Public Hearing on Thursday, October 24th, 2024, at 10:00 a.m. or anytime thereafter in the City Commission chambers located at Miami City Hall, 3500 Pan American Drive, Miami, FL 33133. The Board will consider the allocation of funding to the following organizations (the "Organizations"): the Black Archives History and Research Foundation of South Florida, Inc.; Gateway Airport Concessions, Inc. (Art Beat Miami); Girl Power Rocks, Inc.; the Miami -Dade North Arts & Humanities Foundation, Inc. (Miami MoCAAD); Norwood Consulting, Inc. (Hampton Art Lovers); and Urgent, Inc. In accordance with the SEOPW CRA 2018 Redevelopment Plan Update ("Plan") and Florida Statutes 163, the Board will consider the allocation of funding an amount not to exceed One Hundred Eighty -Seven Thousand Five Hundred Dollars and Zero Cents ($187,500.00). This allocation will provide funding for Arts and Culture events within the redevelopment area. All comments and questions with respect to the meeting and public participation should be addressed to James D. McQueen, Executive Director, or Vincent T. Brown, Esq., Staff Counsel, at 819 N.W. 2nd Avenue, 3rd Floor, Miami, Florida 33136 or (305) 679-6800. This action is being considered pursuant to Section 18-85(a) of the Code of the City of Miami, Florida as amended ("City Code"). The recommendation and findings to be considered in this matter are set forth in the proposed resolution and will be available as with the scheduled SEOPW CRA Board meeting or anytime thereafter in the City Commission chambers. Should any person desire to appeal any decision of the Board with respect to any matter considered at this meeting, that person shall ensure that a verbatim record of the proceedings is made, including all testimony and evidence upon which any appeal may be based (F.S. 286.0105). In accordance with the Americans with Disabilities Act of 1990, persons needing special accommodations to participate in this proceeding may contact the Office of the City Clerk at (305) 250-5361 (Voice), not later than two (2) business days prior to the proceeding. TTY users may call 711 (Florida Relay Service), not later than two (2) business days prior to the proceeding. Attachment: File # 16827 - Notice to the Public (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) Ad No. 43602 Todd B. Hannon Clerk of the E Packet Pg. 66 EXHIBIT "A" 4.4.b SEOPW Board of Commissioners Meeting October 24, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY 4/5ths RECOMMENDATION INTER -OFFICE MEMORANDUM To: Board Chair Christine King and Date: October 17, 2024 File: Members of the SEOPW CRA Board From: James D. McQueen Executive Director Subject: Recommendations and findings to waive competitive sealed bidding and negotiation methods pursuant to City Code 18-85(a) for Arts & Culture in FY 2024-2025. Enclosures: Exhibit "A" Exhibit "B" Exhibit "C" BACKGROUND: The Board of Commissioners ("Board") of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is responsible for carrying out community redevelopment activities and projects within its redevelopment area in accordance with the 2018 Updated SEOPW CRA Redevelopment Plan ("Plan"). The Black Archives History and Research Foundation of South Florida, Inc., a Florida Not For Profit Corporation, Gateway Airport Concessions, Inc., a Florida Profit Corporation, Miami -Dade North Arts & Humanities Foundation, Inc., a Florida Not For Profit Corporation, Norwood Consulting, Inc., a Florida Profit Corporation, and Urgent, Inc., a Florida Not For Profit Corporation (collectively, the "Organizations"), more particularly defined in Exhibit "B," attached and incorporated herein, request assistance in an amount not to exceed One Hundred Sixty -Seven Thousand Five Hundred Dollars and Zero Cents ($167,500.00) ("Funds"). Collectively, the Organizations provide arts & culture programming, which among other things preserve the rich history of the redevelopment area, connecting the community with its residents ("Purpose"). This year's arts & culture programming, as described in their respective proposals as set forth in Exhibit "C," includes showcasing an annual art fair, a beautification project of the Lyric Plaza & the historic Dana A. Dorsey House, as well as a kick-off event at the historic Lyric Theatre for 2024 Soul Basel, which will showcase the work of the most advanced contemporary artists of the global African Diaspora. It is recommended that such programming be continued in Fiscal Year 2024-2025 in order to improve the quality of life for youth residents of Overtown. The Executive Director has reviewed and vetted each of the Organizations' requests, in accordance with the objectives of the Plan. RECOMMENDATION: In light of the above -stated, approval of a waiver of the formal requirements of competitive sealed bidding methods as not being practicable or advantageous to the Southeast Overtown/Park West Community Redevelopment Agency as set forth in the City Code of Ordinances, as amended, specifically Sections 18-85(a) and the affirmation of these written findings and the forwarding the same to the Board of Commissioners of the SEOPW CRA by a four -fifths vote is respectfully requested. Attachment: File # 16827 - Exhibit A (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) Packet Pg. 67 EXHIBIT "A" 4.4.b APPROVED Jame McQueen, Executive Director Attachment: File # 16827 - Exhibit A (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) Packet Pg. 68 EXHIBIT "B" 4.4.c Organizations Black Archives History and Research Foundation of South Florida, Inc. $45,000.00 Gateway Airport Concessions, Inc. Miami -Dade North Arts & Humanities Foundation, Inc. Norwood Consulting, Inc. Urgent, Inc. $25,000.00 $45,000.00 $45,000.00 $7,500.00 Total Allocation Arts & Culture Grants 2024-25: $167,500.00 Packet Pg. 69 ;HIBIT "C" 4.4.d Iln-IMIN7TE4M WAY. at the Black Archives Historic Lyric Theater Cultural Arts Complex October 10, 2024 James McQueen, Director Southeast Overtown Park West Community Redevelopment Agency 819 NW 2r'd Avenue, 3rd Floor Miami, FL 33136 Dear Mr. McQueen and Members of the Board, I am writing to you on behalf of The Black Archives History & Research Foundation of South Florida, Inc., to request your support for an upcoming initiative that promises to enrich our community's cultural landscape and honor a pivotal moment in our nation's history. We are excited to announce our plans for the exhibit, "Commemorating the 60th Anniversary of the Civil Rights Act," which aligns with the national Black History theme for 2025. This exhibit is scheduled to launch during Soul Basel 2024 and will continue through Black History Month 2024. It will serve as a powerful platform to showcase the civil rights struggle in the United States, utilizing the talents of local artists to bring this important story to life. To successfully curate, execute, and launch this exhibit, we are seeking funding support in the amount of $49,650 from the Southeast Overtown Park West Community Redevelopment Agency. This funding will be instrumental in covering the costs associated with the exhibit, including: • Curation and Execution: Engaging local artists to create compelling works that reflect the civil rights movement, ensuring the exhibit is both educational and inspiring. • Staffing During Soul Basel: Providing adequate staffing to manage and facilitate the exhibit, ensuring a seamless and enriching experience for all visitors. • Beautification of the Lyric Plaza & Dorsey House: Enhancing the aesthetic appeal of the Lyric Plaza through pressure cleaning and touch-up painting at the Dorsey House, creating an inviting environment for attendees. The Black Archives is committed to preserving and celebrating the rich history and culture of Black South Florida through activation of our properties in Overtown, and this exhibit represents a significant opportunity to engage our community in meaningful dialogue and reflection. We believe that with your support, we can create an impactful experience that honors legacy and inspires future generations. We are grateful for the ongoing partnership and support of the Southeast Overtown Park West Community Redevelopment Agency, and we hope you will consider this request favorably. Together, we can continue to foster a vibrant and culturally rich community. Thank you for your consideration. We look forward to the possibility of collaborating with you on this important initiative. Please feel free to contact me directly at 305-318-9584 or kpritchett@bahlt.org should you have any questions or require further information. Warm regards, Kamila E. Pritchett, Executive Director Foundation of South Florida, Inc. The Black Archives History and Research Foundation of South Florida, Inc. 819 Northwest Second Avenue, Miami, FL 33136 • baf@bahlt.org 786.708.4610 • BAHLT.org Packet Pg. 70 4.4.d EXHIBIT "C" Black Archives Organizational History The Black Archives History & Research Foundation of South Florida, Inc. was established in 1977 with a mission to collect, preserve, and disseminate the history and culture of Black South Florida. Over the past four decades, the organization has become a cornerstone of cultural preservation and education, dedicated to highlighting the rich heritage and contributions of African Americans in the region. Founded by Dr. Dorothy Jenkins Fields, The Black Archives began as a grassroots effort to document the history of Miami's Black community, which was at risk of being lost amidst urban development and societal changes. The organization quickly grew in scope and influence, establishing itself as a vital resource for historians, researchers, and the general public. Throughout its history, The Black Archives has been instrumental in the preservation and restoration of significant historical sites, including the Historic Lyric Theater, the D.A. Dorsey House, and the Dr. S.H. Johnson X-Ray Clinic (re -opening Fall 2024). These sites serve as cultural hubs, hosting a variety of programs, exhibitions, and events that celebrate and educate the public about the African American experience. In addition to acting as stewards of Black history, The Black Archives has also provided employment opportunities and job training for residents of the Overtown and surrounding areas, employing hundreds of locals in the 10 years since the Lyric Theater's 2014 reopening. The organization has consistently engaged the community through educational initiatives, public programs, and partnerships with local artists and cultural institutions. By fostering a deeper understanding of the past, The Black Archives aims to inspire future generations to appreciate and continue the legacy of those who have shaped the cultural landscape of South Florida. As we approach our 47th anniversary, The Black Archives remains committed to its founding principles, continually evolving to meet the needs of the community while preserving the stories and achievements of Black South Floridians. As a beacon of cultural excellence, the organization continues to play a pivotal role in the cultural and historical narrative of the region. Packet Pg. 71 4.4.d EXHIBIT "C" Soul Basel Success Stories & Activation History The Black Archives' Soul Basel activations have consistently demonstrated success in community engagement and employment opportunities, enriching the cultural fabric of Overtown while providing significant economic benefits. Each activation has not only highlighted pivotal moments in Black history and culture but also activated local spaces with vibrant artistic expressions. 2023: Youth Concept Gallery: Black Art Matters at the Dorsey House Museum This activation focused on empowering young artists, showcasing their work in a historic setting. It engaged the community by providing a platform for youth expression and creativity, fostering a sense of ownership and pride among participants and attendees. 2021-22: If These Streets Could Talk This exhibit at the Lyric Theater highlighted the rich history of Overtown, celebrating its influential people, places, and events. It drew significant community interest and participation, offering educational insights into the neighborhood's legacy while employing residents as docents and support staff. 2021: Soul Basel Art Village Featuring local artists on the Lyric Plaza, this activation transformed the area into a vibrant hub of creativity. It provided artists with exposure and sales opportunities, while also employing community members in various roles, enhancing the local economy. 2017-18: Funky Turns 40, The Black Character Revolution This exhibit from the Museum of Uncut Funk in Pittsburgh celebrated the history of Black cartoon characters, attracting diverse audiences and sparking conversations about representation in media. It provided employment opportunities and engaged the community through interactive and educational programming. 2016-17: Vision of Our 44th President: Barack Obama An exhibit from the Charles H. Wright Museum in Detroit, this activation celebrated the legacy of President Obama, drawing visitors from across the region and national press. It offered jobs in exhibit management and security, while instilling pride in the community by honoring a significant figure in Black history. 2015-16: No More Blues: A Photographic Anthology Dedicated to Advocacy and Change for Black Lives This exhibit of photography by Cendino Teme from the Black Lives Matter protests around Miami. The exhibit was shown at the Ward Rooming House in Overtown and provided a space to have meaningful conversations and reflections around a pivotal moment in history, 2014-15: Purvis Young Homecoming: A Man Among the People Highlighting the life and works of Purvis Young, this exhibit showcased an extensive collection of his art, drawing art enthusiasts and scholars alike. It provided employment opportunities and reinforced Overtown's reputation as a center for cultural excellence. Each of these Soul Basel activations has successfully engaged the community, provided employment, and fostered a sense of pride and cultural appreciation. They have drawn visitors to Overtown, showcasing the area's rich cultural offerings and contributing to its economic vitality. Packet Pg. 72 4.4.d If These Streets Could Talk, 2021-22 Soul Basel Art Village 2021 Youth Concept Gallery @ Dorsey House, 2023 i,nrnt 1i c. I 1111111111111111111111111111 BLACK C BLVOL VT ON Vision of Our 44th President: Barack Obama 2016-17 Funky Turns 40: The Black Character Revolution, 2017-18 No More Blues, 2015-16 Purvis Young Homecoming: A Man Among the People, 2014-15 Packet Pg. 73 EXHIBIT "C" 4.4.d Soul Basel Schedule/Goals: Dec 1: Private Donor Soul Basel Tea @ Dorsey House Dec 2: Miami MoCAAD film screening and exhibit launch Dec 6: Exhibit Reception and Sunshine Jazz Organization Performance **Detailed description of exhibit activation included at the end of this package Packet Pg. 74 4.4.d Soul Basel 2024 Budget - Submitted by The Black Archives Lyric Theater Activation Estimated Costs MUCE Art Activation- Exhibit in Lyric Lobby, Activations & Call to Artists 44,650 (full cost breakdown attached) Project Manager - $5,000 Art Wall Rental - $10,000 Curater $5, Labor- $4,000 Graphic Desian - $1,500 Event staff Printing $3,500 Opening reception - $6,150 Artist Stipend (Intl 10 artists) $5,000 Comission Works - $3,000 Opening night gallery ,taff $1,500 - Housekeeping (12/1-12/7) - Docent (12/1-12/7) - Security (12/1-12/7) $2,500 Beautification - Lyric & Dorsey Paint @ Dorsey House & Pressure Cleaning Lyric Plaza $2,500 - Paint ($1,000) - Pressure Cleaning ($1,500) Estimated CRA Request Total $49,650.00 Packet Pg. 75 COMMEMORATING THE 6OTH ANNIVERSARY OF THE CIVIL RIGHTS ACT ACKNOWLEDGING LEGACY Sc FOSTERING PROGRESS MUCE Mx Urban Contemporary Experience GREATER MIAMI CONVENTION & VISITORS BUREAU Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) Commemorating the 60th Anniversary of the Civil Rights Act December 4th 2024- February 28th 2025 EXHIBIT COST: TOTAL COST TO PRESENTER: $44,650 Non-refundable 307. deposit due to begin creative planning for exhibit: • Includes 3 month long exhibition • Curation + installation + art load -in I load -out {Art Walls: 8x8I • Graphic design + collateral printing • Exhibiting artist stipends • Commissioned Artwork • Opening reception & light bites • Production Timeline: Plan & Prep: OCT 15 - DEC 8 • Installation: Nov 25 - Nov 30 I Opening: Wednesday, December 4th 2024 LL '6d 19)13ed Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) ITEMIZED BUDGET: • Project Manager: $5,000 • Art walls Rental: $10,000 (-5k) • Production Manager: (-$2,500) • Curator: $5,000 (-$500) • Installations I Labor: $4,000 (-$3,500) • Graphic Designer: $1,500 • Collateral Printing Brochure, Shirts, Poster: $3,500 • Opening Reception & Light Bites: $6,150 • Artist Stipend: $5,000 (10 artist) • Commission Works: $3,000 • Gallerist + Staff Opening Night: $1,500 Total: $44,650 Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) 4.4.d A September 29, 2024 3 -A' James McQueen Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue Miami, Florida 33136 Dear Mr. McQueen: A I would like to extend our heartfelt gratitude for your invaluable support and partnership with Art Beat Miami for our 10th Anniversary events last year at the Brightline Miami Central Station during Art Basel/Miami Art Week. Thanks to the generosity of the Southeast Overtown/Park West Community Redevelopment Agency (SEOPW CRA) collaboration, Art Beat Miami's initiatives and activities achieved resounding success. The feedback from attendees as well as the media has been overwhelmingly positive, and your involvement played a pivotal role in making this possible. Brightline was very happy with the outcome. We could not have presented this one -of -a -kind showcase of visual arts, music, fashion and food inspired by the people and culture of the Overtown & Miami neighborhood without your participation. We are thrilled to share that Art Beat Miami is now celebrating its 11th Anniversary, and we are honored to welcome back the SEOPW CRA as a partner for the third year running. Your continued participation in Art Beat Miami remains a cornerstone in our efforts to position Overtown as a thriving arts and cultural destination during Art Basel/Miami Art Week and beyond. Your generous contribution of $25,000 is a vital component that enables us to produce a diverse range of events and activities at Brightline Miami Central Station. These activities will not only promote and showcase Overtown but also contribute to the success of Soul Basel. Our overarching goal aligns with Art Beat Miami's mission, which is dedicated to creating awareness and tourism as catalysts for economic development in Overtown through the transformative power of Soul Basel. The service of Brightline Miami into Overtown has expanded the number of patrons into the community. This growth of visitors allows the opportunity for exploration of Overtown and translates into economic impact of dollars spent in the local community. Art Beat Miami provides residents and visitors the landscape to experience a cultural destination. In addition, Art Beat Miami aligns with SEOWP's vision of the Brightline Miami Central Station being an educational hub to discover Overtown, a black and cultural historic neighborhood. The support of Art Beat Miami furthers the goals of SEOWP as outlined in the 2018 Redevelopment Plan. Art Beat Miami 6815 Biscayne Blvd. #103 Miami, FL 33138 info@artbeatmiami.com Packet Pg. 79 4.4.d Your contribution of $25,000 will allow us to produce the events/activities listed below at Brightline Miami Central Station that will help to promote and highlight Overtown & Soul Basel: ■ Art Beat Miami Art Exhibit @ Brightline Miami ■ Art Beat Miami Mural & Sculpture(s) Unveiling @ Brightline Miami ■ Art Beat Miami Opening Reception @ Brightline Miami ■ Art Beat Miami, Brightline & Soul Basel/Overtown Destination Ticket ■ Conversations with the Artists @ Brightline Miami ■ Art Beat Miami Sew Artsy (Art on the Catwalk) @ Brightline Miami ■ Chefs of the Caribbean Celebrity Brunch @ Brightline Miami ■ Art Beat Miami / Soul Basel Information Desk (Ambassadors will disseminate information about Overtown & Soul Basel and will encourage attendees to visit all that Overtown has to offer). ■ Inclusion of Booker T. Washington High School youth in programming We are confident that your continued support and our collective efforts will help to ensure that Overtown is a thriving cultural destination and market Overtown as a tourist destination. Please see the attached ■ ART BEAT MIAMI - Art Basel Edition 11th Annual Sponsorship Package ■ Invoice for the Art Beat Miami 2024 sponsorship ■ Draft budget ■ Post Art Beat Miami 2022 promotional pictures, video & newsletter link: https://mailchi.mp/1 a57fe4c5d49/art-beat-miami-closes-to-rave-reviews ■ Post Art Beat Miami 2023 promotional pictures, video & newsletter link: https://www.youtube.com/watch?v=iKNdazbyV-g - ABM 10th Anniversary Re -cap Video ■ https://mailchi.mp/717838a0f401 /art-beat-miami-event-details-14179333 - ABM Newsletter ■ Art Beat Miami some media coverage links 2024 ■ Visit artbeatmiami.com and @artbeatmiami social media pages Once again, thank you for your unwavering support and dedication to our mutual cause. Your commitment makes a tangible impact on our community, and we look forward to another successful year working together to celebrate art, culture, and economic growth in Overtown. If you have any questions or would like to discuss our plans further, please do not hesitate to contact me directly at info@artbeatmiami.com or at 305-968-9310. We look forward to having you as our Partner and hearing from you so we can begin planning for a successful Art Beat Miami at Brightline Miami. Sincerely, Marie Louissaint Producer Art Beat Miami 6815 Biscayne Blvd. #103 Miami, FL 33138 info@artbeatmiami.com Packet Pg. 80 I :• • • AR 1111 I E A 1111 MI 11TH ANNUAL • .e „'fir Experience the pulse & flavor of Miami Art Basel/Miami Art Week • ttki • X 1 A r B M i m i 11 h Ann I P r - -n ion Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) c_ Z8 '6d 19)13ed Gateway Airport Concessions, Little Haiti Optimist Foundation and Chefs of the Caribbean invites you to participate in the 11th anniversary of Art Beat Miami during Art Basel (Miami Art Week). Every December, Art Basel Miami Beach has become an international mecca for art lovers, attracting visitors from across the globe. In its 18th year, this art fair showcases artwork and galleries from countries all over the world drawing more than 100k visitors each year. Art Basel acts as a catalyst, spawning special exhibitions at museums and galleries across the city. Satellite locations, including Miami Beach, Little Haiti, Midtown, the Design District and Wynwood, transform the city into a dense and dynamic cultural hub for the week. Gateway Airport Concessions, along with Little Haiti Optimist Foundation and team, produces Art Beat Miami Art Basel events annually in various locations. Art Beat Miami 1 1 t h Annual Presentation Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) £8 '6d 19)13ed i VP 1 1111 1iF;A- NfflAffMD Art Beat Miami hosts hybrid events, in -person as well as online during Haitian Heritage Month and Art Basel / Miami Art Week. These experiences will be streamed through multiple outlets accessible to a global platform. Art Beat Miami l l t h Annual Presentation Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) ABOUT THE TEAM The 11 th annual ART BEAT MIAMI during Art Basel / Miami Art Week is produced in partnership with several organizations. The Little Haiti Optimist Foundation/Club is a non-profit organization established by a group of business, community and civic leaders to provide assistance and guidance to the youth of Little Haiti. The organization is affiliated with Optimist International, an association of more than 3,000 Optimist Clubs around the world dedicated to "Bringing out the Best in Kids". The mission of the Little Haiti Optimist Club is to make a difference in the lives of youth by providing education, mentorship, athletics, arts and cultural programming. Our goal is to be the premier organization providing programs to prepare the youth of Little Haiti for academic and life excellence. Chefs of the Caribbean and Welcome to Little Haiti promotes the Diaspora's vibrant culture, delicious cuisine and captivating arts in the Little Haiti community as well as globally. Art Beat Miami art exhibit is produced by Marie Louissaint of Gateway Airport Concessions, curated by Lobey Art & Travel & MUCE, a network of artists and entrepreneurs promoting art and advocating for financial stability of artists. Partners 7LITTLE HAITI OPTIMIST CLUB Mokifq o difference in the lives of youth U.C.E k Florida State Minority Supplier Development Council CHEFS}- Of THE CARIRBCA11 )% FASHION v SHOW, INNOVATIONS 3**k GATEWAY AIRPORT CONCESSIONS, INC. Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) I • MisPY ` hl� RiG TO EVENT OVERVIEW ws* MIA 410 rf Beat Miami Art Basel Exhibits will be at the Joseph Caleb Center, Brightline Miami Central tation, as well as on the fro December 4th -December 8th, 2024. Art Beat Miami will showcase the works of more than 30 emerging and renowned local and international artists and celebrities. Art Beat Miami will launch with an Opening Recept(,y gsttglebrating a one-of-crkind experience of visual art, music, fashion and food inspired by the people and culiurelbirthe Diaspora. To Fruition Modou Gueye The Art Beat Miami Art Basel Edition will launch on Wednesday, December 4th with the opening of the galle'r1e %/ art exhibits and host daily programs with musical performances, LIVE art, conversations with artists and food. Other signature events includes: Chefs of the Caribbean Celebrity Brunch, Community Day /' Youth Art Exhibit, Conversations with the Artists, Sew Artsy (Art on the Catwalk), %.om emorative Poster & Mural unveiling and more. lncen( an Gogh _ I II TART OF BLA I/VIA/��mL comCK artofblatkmiap M i fI t h- A n n u a O 77 CCt rt CO CJ1 Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) EVENT OVERVIEW & MEDIA MEDIA OUTLETS Art Beat Miami was featured in the Miami Herald and pictured in the New York Times & Wall Street Journal as well as in other media outlets: In its 1 1 th year, Art Beat Miami will showcase the best works across a variety of mediums including paintings, sculptures, drawings, new art, installation and photographs. We always feature local & internationally renowned artists and celebrities. In 2023, Art Beat Miami drew more than 35k attendees during the five-day festival. 98 '6d 19)13ed Miami Herald South Florida Times South Florida Nights Magazine SouthFlorida.com Sugarcane Magazine Thegemwithin.com Le Nouvelliste / L'Unionsuite BlackPRwire.com Miami.eventful.com Hamptonarthub.com Artnet.com Eventseeker.com GMCVB Uber.com Google Maps WLRN Radio Hotl05 FM WEDR 99 Jamz FM Yelp.com Paper Magazine Essence & Ebony Magazine CultureOwl Black PR Wire Miami Art Guide Sun Sentinel WPLG -CH. 10 WSVN - CH. 7 Deco Drive & More Art Beat Miami 1 1 t h Annual Presentation Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) EVENT SCHEDULE Wednesday, December 4 to Sunday December 8, 2024 Art Beat Miami Art Fair/Exhibition (11th Annual) Joseph Caleb Center & Brightline Miami Central Station Online at: artbeatmiami.com Wednesday, December 4, 2024 Community Day Joseph Caleb Center l2pm-2pm Free with RSVP Wednesday, December 4, 2024 Youth Art Exhibit 2pm-4pm Free with RSVP Day 1 Day 2 Thursday, December 5, 2024 Painting Our History (Youth Activity) Little Haiti Optimist Club Youth Center @ Soar Park Booker T. Washington High School @ Overtown Model City Branch Library @ Joseph Caleb Center 3pm-6pm Free with RSVP Thursday, December 5, 2024 Opening Reception / Mural Unveling Brightline Miami Central Station 5pm-7pm Free with RSVP Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) a EVENT SCHEDULE ART BASEL EDITION Day 3 D a y 4 Day 5 Art Beat Miami in -person gallery will be accessible from 12/4/2024 through 12/8/2024 and online from 12/4/2024 through 1/31/2025. Schedule subject to change 88 '6d 19)13ed Friday, December 6, 2024 Conversations with the Artists Brightline Miami Central Station 5pm — 6pm Sew Artsy (Art on the Catwalk) Brightline Miami Central Station 6pm — 7pm Free with RSVP Saturday, December 7, 2024 Chefs of the Caribbean Celebrity Brunch Brightline Miami Central Station 12noon-2pm Free with RSVP Sunday, December 8, 2024 Art Exhibit continues Brightline Miami Central Station Free with RSVP Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) Saturday, December 9, 2023 5pm-10pm Music • Food 8 Art Kids Art Corner • Live Pointing Musical Performances by: Kanis, GordyMrault, Riva Precis, Michel Attie, DJ Mario 8 NSL Dance Interactive Art Murol Fashion Show by: Prajje Oscar Little Haiti Cultural Center (Courtyard) FREE ADMISSION WITH RSVP I VIP CABANAS AVAILABLE I ARTBEATMIAMI.COM CARIBBEAN MARKETPLACE BIS NEB. AVENUE ae_=a:1013 DECEMBEERO. wim FREEAOMLSSION WITH RSVP& LIGHTBITES WHILE SUPPLIES LAST I ARTBEATMIAM.COM PAST EVENTS 7.1 *1' r A I �kFAl 1 Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) AR tilt I = II ETA 1111 MI 11TH ANNUAL • \I��IIII Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) ART BEAT MIAMI @ BRIGHTLINE Thursday, December 5, 2024 -Sunday, December 8, 2024 Art on display from various renowned exhibiting artists throughout the Brightline Miami Central Station terminal. Sculptures and murals will be unveiled as part of the exhibition. Other free events at Brightline to include, Art Beat Miami Opening Reception, Conversations with the Artists, Sew Artsy (Art on the Catwalk) and more. One of the signature events at Brightline will be the Chefs of the Caribbean Celebrity Brunch which features light bites from Chefs and Overtown eateries, entertainment and art as the backdrop. Art Beat Miami 1 1 t h Annual Presentation 66 '6d 19)13ed c_ Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) Z6 '6d 19)13ed ART BEAT MIAMI COMMUNITY DAY & YOUTH ART EXHIBIT Wednesday, December 4, 2024 from 12noon - 2pm Community Day @ Joseph a eb en er 2pm - 4pm Youth Art Exhibit featuring Miami Northwestern Senior High & Booker T. Washington High School Art Beat Miami Community Day, hosted at the Joseph Caleb Center, is a cultural celebration that bridges the gap between art and underserved communities. This event transforms the Joseph Caleb Center into a hub of creativity and community engagement, offering attendees a unique blend of artistic experiences. From complimentary food and lively DJ music to captivating entertainment acts and a diverse showcase of art, this event promises to ignite the senses and foster a deep appreciation for art. The art exhibit at the Joseph Caleb Center will be on display from Wednesday, December 4, 2024 through December 8, 2024. Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) PAINTING OUR HISTORY Thursday, December 5, 2024 from 3:00pm - 6pm Booker T. Washington High School @ Overtown Little Haiti Optimist Club @ Soar Park Model City Library Branch @ Joseph Caleb Center Painting Our History, a youth arts workshop during Art Basel/Miami Art Week. Students will learn about art history as well as their history through arts & crafts. They will develop their art skills while creating art -inspired projects. Art Beat Miami 1 1 t h Annual Presentation £6 '6d 19)13ed a. Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) MURALS & SCULPTURES BRIGHTLINE -Intl. Sculpture Artists Miguel Vazquez Edouard Duval -Carrie Turgo Bastien Robert McKnight >Aa.aee,.we ..-areact P6 '6d 19)13ed '77ie nljerl of UPI is no! lore nature bid I ale a reality of the same intensity. Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) CHEFS OF THE CARIBBEAN CELEBRITY BRUNCH ART BEAT MIAMI EDITION Saturday, December 7, 2024 @ Brightline Miami Central Station Noon Chefs Of The Caribbean Celebrity Brunch will be held as a signature event for ART BEAT MIAMI Art Basel, featuring food, drinks, entertainment and art. The Chefs Of The Caribbean Celebrity Brunch is a culinary explosion of Carribean-inspired dishes prepared by multiple Caribbean celebrity chefs. The Chefs Of The Caribbean Celebrity Brunch will feature delicious dishes from each Chef including an island dessert area, specialty beverages, and more, with art as the backdrop. 56 '6d 19)13ed Art Beat Miami 1 1 t h Annual Presentation c_ Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) 96 '6d 19)13ed CHEFS OF THE CARIBBEAN CELEBRITY BRUNCH HAITIAN "ORITAGE MONTH EDITION Chefs Of The Caribbean Celebrity Brunch -Haitian Heritage Month Edition is an annual event that features food, drinks, entertainment and art as a backdrop. The Chefs of the Caribbean HHM Edition showcases the appreciation for Haitian culture, food and more. Our 2023 Celebrity Brunch featured Wyclef Jean, and provided an opportunity to recognize all of the great work he has done in the community. In years past, we have honored Chef Jose Andres for his amazing work in Haiti. Other honorees were Guerdy Abraira, Calvin Hughes, Claude-Alix Bertrand, and Jason Harvey. Art Beat Miami 1 1 t h Annual Presentation c_ Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) ?JSY ART ON THE CATWALK Friday, December 7, 2024 @ Brightline Miami Central Station 6pm-7pm Experience the artistry of Fashion from some of the most imaginative, innovative Caribbean Fashion Designers and Stylists at Sew Artsy (Art on the Catwalk) during Art Beat Miami. Fashion takes Art to new heights in shapes, colors, design, texture and movement on a catwalk truly designed for masterpieces. Come meet & greet the Designers and live mannequins and discover their inspiration for their wearable creations. Art enthusiasts and Fashionistas alike will enjoy this artistic presentation. The catwalk and fashion scenes will be "dressing up" the Art scene making this "must see" event... Sew Artsy. Art Beat Miami 1 1 t h Annual Presentation L6 '6d 19)13ed Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) ART BEAT MIAMI COMMEMORATIVE POSTER Art Beat Miami is thrilled to mark its llth year with a special commemorative poster, exclusively available to our valued guests. This stunning poster encapsulates a decade of art, culture, and community, showcasing the essence of Art Beat Miami's journey. As a token of our appreciation, these posters will be distributed at various Art Beat Miami events and locations during Art Basel/Miami Art Week, serving as a beautiful memento of our shared celebration of art and creativity. We invite you to join us in honoring this milestone and collecting your limited -edition Commemorative Poster. Art Beat M i a m at. 03 ART BEAT MIAMI HAMHAN Houma mom or ART BEAT i llth Annual Presentation i 4100, ART HEAT MIAMI 5fi,ff-w. Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) *We will customize a package to fit your company's Depending on your sponsorship level, you may receive: • Company name or logo on all marketing materials • Name recognition on all media advertisement • Social media posts 66 '6d 19)13ed • Hyperlink on artbeatmiami.com • Banner and signage at event(s) • Ad and/or logo in brochure needs. • Premium Vendor booth • Stage announcements • Commercials • VIP passes event(s) • Custom event promotions • Promotional materials distribution • Social media ads • Customized Packages Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) IN -KIND SPONSORSHIP OPPORTUNITIES 004 '6d 19)132d • Media Partner • Art Installation • Make-up • Streaming Software • Police/Security • Lighting • Event Platform • Valet Parking • Staging • Musical Performance • Staffing/Volunteers/Models • Photography • Sculpture Transportation • Fashion Designer(s) • Videography • Event Set Decor, Furniture & • Model(s) • Auction Items/Gift Bags Lighting • Host • Photo Booth • Paint and Scaffolding/Lift • Hairstylist(s) • Food & Beverage • Art Supplies for Youth • Fashion Styling • Air, Hotel & Transportation • Graphic Design & Printing • Clothing racks • LED Walls / Truss / Art Walls • Artwork • Mirrors • Truck with Lift Gate • Sculptures • Steamers Al Diu AT Nffl 11TH ANNUAL AN NU OK Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) 104 '6d 1 132d BECO" L CPoNCOR YES! We want to sponsor the 2 0 2 4 Art Beat Miami Art Basel Edition ❑ TITLE SPONSOR - $125,000 ❑ YOUTH ART EXHIBIT - $5,000 ❑ ART EXHIBIT @ BRIGHTLINE MIAMI - $50,000 ❑ SEW ARTSY (ART ON THE CATWALK) - $10,000 ❑ ART EXHIBIT @ JOSEPH CALEB CENTER - $25,000 ❑ PAINTING OUR HISTORY (YOUTH) -$5,000 ❑ PREVIEW PARTY / OPENING RECEPTION @ ❑ CONVERSATIONS W/ THE ARTIST- $5,000 BRIGHTLINE MIAMI — $5,000 ❑ COMMEMORATIVE POSTER - $5,000 ❑ ART BEAT MIAMI MURALS & SCULPTURES— $20,000 ❑ DESTINATION TICKET & AMBASSADORS - $10,000 ❑ CHEFS OF THE CARIBBEAN CELEBRITY BRUNCH ART BEAT MIAMI EDITION-$15,000 Organization: Contact Name: Address: City: Please make checks payable to: St: Zip: Gateway Airport Concessions Part of the proceeds benefit Little Haiti Optimist Foundation Phone: 1835 NE Miami Gardens Dr. #1 12, North Miami Beach, FL 33179 Please Contact: Mobile: Marie Louissaint at (305) 968-9310 or email: info@artbeatmiami.com for questions or more information on these opportunities. Email: Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) Z04 '6d 19)132d • AT II �u EAT M 11TH ANNUAL Art Basel / Miami Art Week EeUeeceeeftd4e (g 0.40,11 o' MIAMI Art Basel/Miami Art Week Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) £04 '6d la)ioed ART BEAT MIAMI FOR OVERTOWN CRA @ BRIGHTLINE 2024 - BUDGET (DRAFT) ITEM/DESCRIPTION PERSON(S) RESPONSIBLE BUDGET DUE PAID COMMENTS/NOTES Jot Form subscription $ 200.00 Artist submission spreadsheet $ 150.00 Website Initial Update $ 225.00 Website e-comm & gallery update(s) $ 250.00 Gallery Online Platform $ 500.00 QR Code $ - Installation Commission / Sculptures Commission $ 3,500.00 3 downstairs, 2 upstairs ABM Artist Labels $ 150.00 QR code Floor Sticker Label Graphics & Printing $ 350.00 ABM Window Wrap Graphics with Artwork & Sponsors $ 250.00 ABM Wall Wrap Graphics with Artist Artwork $ 500.00 ABM Wrap Graphics with Artists' Names $ 200.00 ABM Window Wrap Printing & Install with Artwork & Sponsors $ 5,000.00 ABM Wall Wrap Printing & Install with Artist Artwork $ 1,500.00 ABM Wrap Printing & Install with Artists' Names $ 1,000.00 Flyer - Call To Artist $ 50.00 Flyer Design - Overall Event(s) $ 300.00 ABM, CRA, Soul Basel, Overtown Flyer Design - Preview Party/Opening Reception $ 300.00 Flyer Design - Conversation W/Artists $ 150.00 Flyer Design - Brunch $ 300.00 Brochure Design - Overall $ 300.00 Chef Signage Design $ 150.00 Ambassadors/Greeters Polo Shirts $ 500.00 Ambassadors/Greeters Buttons $ 150.00 Flyer Printing - Overall Event(s) $ 500.00 Flyer Printing - Preview Party/Opening Reception $ - Flyer Printing - Conversation W/Artists $ - Flyer Printing - Brunch $ - Brochure Print - Overall $ 500.00 Chef Signage Printing $ 250.00 Wristbands, Drink Tickets, Coupons, VIP lanyards $ 150.00 1 Updated by: Marie 10/10/2024 5:18 PM Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) POI '13d la)ioed ART BEAT MIAMI FOR OVERTOWN CRA @ BRIGHTLINE 2024 - BUDGET (DRAFT) ITEM/DESCRIPTION PERSON(S) RESPONSIBLE BUDGET DUE PAID COMMENTS/NOTES Eventbrite Ad & Ads Manager $ 750.00 Social Media Post Creation - 2024 artists $ 500.00 Social Media Post - 2024 artists $ 500.00 Event Live Post(s) $ 600.00 Press Release Creation $ 500.00 Press Release Distribution $ 1,000.00 E-mail Blast(s) $ 500.00 Mailchimp $ 250.00 Host(s) $ - Flag mic, CRA, Elected Off, Brightline Celebrity Appearance(s) Musical Performance - Preview Party/Opening Reception $ 1,500.00 Musical Performance - COTC Brunch $ 1,500.00 Musical Performance - Conversations w/the Artists $ 750.00 Wearable Art / Sew Artsy Models $ 1,000.00 Photographer(s) - Preview/Opening, Convo, COTC Brunch, Sew Artsy $ 2,400.00 Shot list Videographer / Livestream - Preview/Opening, Convo, COTCB, Sew Artsy $ 3,000.00 Shot list Video Editing $ 1,800.00 Producer $ - Production Team (ABM, Belvit, Ingrid, Jerome, Bart,etc) $ 3,000.00 Curator(s) $ 1,500.00 Ambassadors/Greeters (ABM, Soul Basel info, artists sales, check -in, raffle) $ 3,000.00 Need signage & design podium. Tablets Uhaul truck rental $ 250.00 Penske/Ryder truck rental $ 500.00 Supplies to hang art $ 1,500.00 Stretching & Framing art $ 1,000.00 Place to receive art Person receiving art Shipping to and from $ 500.00 2 Updated by: Marie 10/10/2024 5:18 PM Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) 904 '13d la)ioed ART BEAT MIAMI FOR OVERTOWN CRA @ BRIGHTLINE 2024 - BUDGET (DRAFT) ITEM/DESCRIPTION PERSON(S) RESPONSIBLE BUDGET DUE PAID COMMENTS/NOTES Decor $ 2,500.00 Stantion & Rope Red Carpet & Floor sticker Highboys Highboy Linen Chairs for Highboys Chairs for Staff Pedestals / White Blocks / Columns Tables for food Tables for Champagne Table Linen Screens Artistic Trees/Floral Food & Beverage $ 10,000.00 Servers / Bartender(s) Champagne / Wine Champagne Fluits / Wine Cups Water Juice Horsdourves/Light Bites - Preview Party, Convo w/Art Horsdourves/Light Bites - COTC Brunch Snacks & Water for Staff/Production Team Mini plates Mini silverwares Toothpicks Napkins Food Trays Drink Trays Parking & Parking Plan Insurance (F&B and L) $ 500.00 Security & Security Plan Total Draft Budget $ 58,175.00 3 Updated by: Marie 10/10/2024 5:18 PM Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) 4.4.d James McQueen Executive Director S. E. Overtown / Park West CRA Re: Formal Request Letter Point Comfort Art Fair & Show Hampton Art Lovers @ Historic Ward Rooming House Program Proposal and Proposed Budget 2024 From: Christopher Norwood, J.D. Founder and Curator Norwood Consulting, Inc. D.B.A. Hampton Art Lovers We are formally requesting $125,000 to produce Point Comfort Art Fair & Show and related activities that extend thru Black History Month. We are requesting monies to further the 2018 SE Overtown Park West CRA Redevelopment Plan. Particularly in the areas of Community Heritage and Historic Preservation (Page 55) as outlined in the plan. As well as the goals of Project Area B (Overtown Cultural & Entertainment District). "The Overtown Cultural and Entertainment District is an economic revitalization project, evolving from the Historic Overtown Folk Life Village Master Plan and City of Miami ordinances establishing the Overtown Cultural and Entertainment District. The Overtown Cultural and Entertainment District shall consist of retail corridors with ...spaces for artists, artisans and craftspeople...The intent of the art and theatre based Overtown Cultural and Entertainment district is to allow cultural related venues such as galleries, museums...to benefit the patron traffic from the proximity to one another within the Cultural and Entertainment District". - 2018 SE Overtown Park West CRA Redevelopment Plan (page 43). About Hampton Art Lovers (HAL) Hampton Art Lovers' mission is to accentuate African -American Fine Art's inspirational unifying and enriching aspects in new and old settings. We are llpassionate supporters of Hampton University's longstanding commitment to African -American art, the Hampton University Museum Collection, and the International Review of African Americans (Published HAMPTONARTLOVERS by the University since 1976). Hampton Art Lovers honors the heart and soul of African -American fine artists and makes their work discoverable by anyone who loves art. Hampton Art Lovers believes that understanding culture is increasingly vital in the modern world. We live in a knowledge economy where demonetization is rampant. It is a world in which www.hamptonartlovers.com Packet Pg. 106 4.4.d technology can render previously expensive and/or inaccessible products and services much cheaper or even free. Intense, experiential learning is the currency of the knowledge economy and lovers of art do this naturally. Hampton Art Lovers believes that through culture and education, we can improve our communities and communities worldwide. Historic Ward Rooming House Gallery Since 2018, Hampton Art Lovers has been the proud operator of the Historic Ward Rooming House Gallery, owned by the S.E. Overtown / Park West CRA and the centerpiece of the Historic Overtown Culture Entertainment District Master Plan. Built in the era of Overtown's historic heyday, when it was known as "Colored Town," the Ward Rooming House stands as a tribute to the history of the oldest historic black community in the City of Miami. Its location on NW 9th Street integrated it into the epicenter of Overtown's social life and business district. As one of the few remaining buildings of its time, a seemingly ordinary rooming house becomes significant for the larger role it serves in preserving the history and architecture of Miami's black community. The future of the Ward Rooming House looks promising because it is included in current Overtown preservation efforts for community development and rehabilitation. HAL/CRA Partnership Our partnership began fully in November 2018, with our Elizabeth Catlett show at the Ward and the Ernie Barnes Show at the OPAC (Art Basel 2018). We then extended the partnership through Black History Month. Based on the successes that followed, we mutually decided that a year -long partnership was sustainable. Today, we are thankful for your investment in HAL to provide culture and programming at the Ward Rooming House. Our capacity has grown and we've shown results, we used your dollars wisely. We have been covered numerous times by the Miami Herald, Miami Times, and National Media. We've hosted national personalities like Author and Professor Michael Eric Dyson and the General President of Alpha Phi Alpha and Chairman of the Council of Presidents of the National Pan -Hellenic Council, Dr. Everett Ward. Our exhibitions included the HAL- curated show of the private art collection of Maya Angelou. Our programming engages many facets of our community. We've created strategic partnerships with community -based organizations and corporate partnerships showcasing the Ward Rooming House Gallery as a place where all are welcome. Hampton Art Lovers engages the community through the arts. We are a traditional gallery but we also make the effort to develop shows purely for exhibition. We have a public and a private mission which makes our relationship with the CRA the quintessential public/private partnership. So many people have visited the gallery and by doing so are reintroduced to Overtown, and its resurgent development led by your agency. These partnerships helped to stretch your investments. We've produced six shows plus our Art Basel Fair (Point Comfort). 2 www.hamptonartlovers.com Packet Pg. 107 4.4.d Although our grant last year only required four shows, we wanted to do more and we did so within budget. Selected Events from Last Year: • Point Comfort Art Fair & Show 2023 • "For The People: 700 The Arts" (African -American Art of Miami -Dade Library) • Overtures to Overtown Jazz Festival • Jazz Under a Simple Tree — Live Jazz Series • Reception for New World Symphony performance at the Lyric • "Conch House Hues" featuring Roy Rolston Point Comfort Art Fair (2023) Hampton Art Lovers (HAL) presented its 5th installment of its Miami Art Week/Art Basel/Soul Basel art fair and show in 2022, during Art Basel and Miami Art Week. Point Comfort Art Fair + Show was held at the Historic Ward Rooming House Gallery, in Historic Overtown, Miami. The art show was held inside the gallery and the art fair behind the gallery in a fully enclosed, controlled tent. Point Comfort showcased the works of contemporary and appreciated artists. On display in the gallery and in a temperature -controlled tent attached to Historic Ward Rooming House. The Art Fair also hosted events, including our lndaba Artists Conversations, Music, and Cultural Nightlife Events. Point Comfort was an enormous success and community -driven with free access to residents. We partnered with B.E.T (Black Entertainment Television), Duke & Dame Spirits, Alpha Phi Alpha Sorority, Wilkie D. Ferguson Bar Association, Florida International University / Wolfsonian Public Humanities Lab, and Florida New Majority; just to name a few of our corporate and community partners. We are a proud partner of Soul Basel. Soul Basel was formed to ensure that Black Art and Culture have a place and a home in Miami during Art Basel/Miami Art Week. Soul Basel is centered in Overtown and sponsored and supported by the Southeast Overtown/Park West Community Redevelopment Agency (SEOPW CRA) and the Greater Miami Convention & Visitors Bureau (GMCVB) Art of Black Miami. The name "Point Comfort" is derived from the place in colonial Virginia where the first captives from the West African Kingdom of Ndongo (Angola) arrived in late August 1619. History teaches us that although the people of Ndongo and other African tribes lost their native tongues, many of their traditions continue in the song, dance, arts, rituals, and cuisine of today's African -American community. "Point Comfort Art Fair + Show" celebrates these remnants. We are thankful for what has survived and we showcase the African -American contributions to American fine art it has produced. Our Partners HAL receives Programming Support and In -Kind Funding from: • Wolfsonian-FIU Public Humanities Lab (In -Kind) 3 www.hamptonartlovers.com Packet Pg. 108 4.4.d o Paid Intern • Center for Social Change (In -Kind) o Fiscal Agent • Art of Black - Greater Miami Conventions & Visitors Bureau (In -Kind) o Marketing Support • Overtown Associates, LLC (In -Kind) o Space • Green Family Foundation o Periodic Financial Support Media Highlights 2024 • 'A Canvas for Black artistry': Miami exhibit celebrates Harlem Renaissance literature and art https://www.miamiherald.com/living/travel/article289329655.html • Miami DJ -photographer's portraits give a s deeper look at the DJs we know and love https://www.miamiherald.com/entertainment/visual-arts/art- basel/article282475478. html • Miami Art Week: Celebrating hip hop's golden jubilee at Point Comfort Art Fair and Show in Overtown https://www.cbsnews.com/miami/news/miami-art-week-celebrating-hip-hops- golden-jubilee-at-point-comfort-art-fair-and-show-in-overtown/ Media Highlights 2023 • Miami's Black landmarks tell stories of South Florida history https://www.miamiherald.com/news/local/community/miami- dade/article271650332. html • As Florida gears up to celebrate Juneteenth, let's not forget about May 20 https://www.miamiherald.com/news/local/community/miami- dade/article276490286. html • These South Florida arts groups highlight Black artists throughout February and beyond https://www.miamiherald.com/entertainment/visual- arts/article271880357.html • Things to Do in Miami: Overture to Overtown Jazz Festival https://www.miaminewtimes.com/music/things-to-do-in-miami- overture-to-overtown-jazz-festival-at-the-betsy-hotel-16709286 • Brandon Clarke Explores the Cultural Significance of the "Black Card" at Hampton Art Lovers https://www.miaminewtimes.com/arts/brandon-clarke-explores-the- black-card-at-hampton-art-lovers-17257320 4 www.hamptonartlovers.com Packet Pg. 109 4.4.d • This Art Week, explore the soul and spirit of Black fine art in Overtown https://www.wlrn.org/art-and-culture/2022-11-30/this-art-week-explore-the- soul-and-spirit-of-black-fine-art-in-overtown • For Lovers of Black Art, the Point Comfort Art Fair Is an Itinerary Must During Miami Art Week https://www.ebony.com/for-lovers-of-black-art-the-point- comfort-art-fair-is-an-itinerary-must-during-miami-art-week/ • Black art lovers won't want to miss these shows at Miami Art Week https://www.miamiherald.com/detour/article269122662.html Media Highlights (Previous Years) • How do you celebrate Juneteenth in South Florida? Here's what to know about events https://www.miamiherald.com/news/local/article262552377.html • AFROPUNK comes to Miami for the first time to bring the diaspora together https://www.miamiherald.com/news/local/community/miami- dade/article261352762.html • Art Basel Miami 2021: 6 Must -Attend Events Not To Miss I News https://www.bet.com/article/8kz852/art-basel-miami-beach-2021-6-things-to- • Chris Norwood brings Black art to historic building https://www. miamitimesonline.com/dreamers/chris-norwood-brings-black-art- to-historic-building/article_cf630054-933d-11 ec-add1-17a6b3c8ba25.html • This Black art gallery is throwing Overtown a birthday party. You're invited www. miamiherald.com/entertainment/visual-arts/article263686473.html • Overtown Born Day is celebrated July 30 https://www.miamitimesonline,com/lifestyles/arts culture/overtown-born-day- celebrated-july-30/article_ 533fe9d4-12d0-11 ed-b372-9f15f4422268.html • Miami DJ's exhibit showcases pandemic, protest photos of 2020 https://www. miamiherald.com/news/local/community/miami-dade/downtown- miami/article250604069.html • It's a New Day in old Overtown, Miami's original Black district is making a comeback https://www. miamiherald.com/news/local/community/miami-dade/downtown- miami/article251013314.html • Hampton Art Lovers Supporting African American Artists in Miami https://sflcn.com/hampton-art-lovers-supporting-african-american-artists-in- miami/ • The 14 Best Things to Do in Miami This Week 5 www.hamptonartlovers.com Packet Pg. 110 4.4.d https://www. miaminewtimes.com/arts/best-things-to-do-in-miami-this-week- april-8-14-2021-12085068 • Nine Galleries to Check During Miami Art Week 2020 https://www. miaminewtimes.com/arts/miami-art-week-2020-gallery-quide- 11748504 • Basil Watson "Awakening" Show https://www.miamiartzine.com/Features.php?op=Gallery_15704588328658 • Maya Angelou "Art of the Caged Bird Singing" Show https://www.caribbeannationalweekly.com/news/hampton-art-lovers-presents- the-art-of-acaged-bird-singing/ • Phil Shung "Code Noir" Show http://www.sfltimes.com/soflo-live/art-lovers- feature-code-noir-and-angelous-own • Elizabeth Catlett "Hampton Arts Tradition" Show https://www.miamiherald.com/opinion/op-ed/article226599304.html • Point Comfort Art Fair https://www.miamiherald.com/entertainment/visual- arts/art-basel/article237800049.html • Miami MoCAAD "Reconstructing Identity" Show https://www. miaminewtimes.com/arts/things-to-do-miami-mocaads- reconstructing-identity-atward-rooming-house-through-june-27-11195526 • The Norwood Collection "Ebony Broadsides: Celebration of the Masters" Show https://www.miamitimesonline.com/lifestyles/an-exhibit-in-overtown-explores- black-artistscontributions-to-fine-art-posters/article_8efea4a0-5ba5-11 e9-9b5d- 83874f638ec1.html • Ernie Barnes "From Pads to Palette" Show (Super Bowl Weekend) https://thewestsidegazette.com/ernie-barnes-from-pads-to-palette-art-of-a- former-nfl-player/ • "Art of the Southern Vernacular" Show https://www.evensi.us/art-southern- vernacular-featuring-leroy-campbell-krystal-hart-historicward-rooming- house/377522411 • "Purvis Young Comes Home: Manchild in the Promised Land" https://www.miamiherald.com/entertainment/visual-arts/article244107762 Point Comfort Art Fair and Show Statement & Schedule Point Comfort Art Fair + Show 2024 is a surround -sound experience of ART, CONVERSATIONS, and Community. Our mantra for this year is "Ubuntu : I Am Because We Are". The African Bantu word 'ubuntu' means "humanity but can also be translated 6 www.hamptonartlovers.com Packet Pg. 111 4.4.d as "I am because we are". In the immortal words of John Lewis, "We are one people, one family, the human family, and what affects one of us affects us all". In 2023, hate crimes in the U.S. rose to the highest level since the FBI began collecting that data in the early 1990s. In response to this social problem, we encouraged our invited artists to embrace our theme with images of dignity towards the human condition. We are featuring the art of Solomon Adufah, Adonis Parker, Basil Watson, Judy Bowman, BUCK!, Chris Clark, Brandon Clarke, Tiffani Glenn, Musa Hixson, Phil Shung, Rahsaan "Fly Guy" Alexander and Greg Clark. Historic Collection in the Historic Ward Rooming House: Hampton Art Lovers Presents: "One Night Stand!" featuring the Photography of Greg Clark Sixty years ago, Sam Cooke performed at a club in Miami. In early 1963, he recorded a live album called "One Night Stand" at the Harlem Square Club. The club was located in Overtown, Miami's historically African -American neighborhood. The recording was intense and vibrant, reflecting Cooke's earlier gospel roots, and wasn't what his label wanted for mainstream audiences. Due to its perceived intensity and rawness, RCA decided not to release it. However, in 1985, record executive Gregg Geller rediscovered the recordings and released it under a new title: "Live at the Harlem Square Club, in 1963". It is now considered one of the greatest live albums ever recorded, commemorating Overtown's musical legacy. Sam Cooke chose to record live in Overtown because the area played a significant role in the development of soul music during the early to mid-1960s. Overtown's music scene thrived, and venues like the Rockland, Palace, Harlem Square Club, Cotton Club, Ritz Theater, Mary Elizabeth Hotel, and Sir John attracted both local and out-of-town musicians. Miami soul music was influenced by the sounds of church music, marching bands, and Caribbean melodies, performed by diverse musicians from various backgrounds. Hampton Art Lovers curated this exhibition because Greg Clark's photography captures the local musicians of Overtown, showcasing the allure that attracted music legends like Sam Cooke. Greg's intimate portraits depict musicians with instruments against the backdrop of empty lots and repurposed buildings that were once prominent entertainment venues in Overtown. Our exhibition is also a way to preserve the stories of local musicians from the 1960s and 70s, gathering oral histories to commemorate Overtown's significance as a hub for Black music in America (in partnership with FIU Wolfsonian Public Humanities Lab). As Overtown experiences a resurgence in arts and culture, it reflects returning to its musical roots rather than creating something entirely new. "One Night Stand! featuring the Photography of Greg Clark" serves as a guide to rediscovering Overtown's musical past and navigating its future. This show extends into Black History Month as well. 7 www.hamptonartlovers.com Packet Pg. 112 4.4.d Patio and Gardens (Tent) of the Historic Ward Rooming House Gallery With the concept "Ubuntu: I am Because We Are" in mind, our artists created thoughtful pieces to express the humanity that connects us all. Featuring the art of Solomon Adufah, Adonis Parker, Basil Watson, Judy Bowman, BUCK!, Chris Clark, Brandon Clarke, Tiffani Glenn, Musa Hixson, Phil Shung, Rahsaan "Fly Guy" Alexander. Special installation sponsored by One United Bank of the original artwork of Adoniss Parker from their series of credit cards. OneUnited Bank commissioned Adonis to design its credit cards, beginning in 2016. The tenth in the series was released in February. "The OneLove Card" was inspired by the multifaceted concept of love — including self -love, family love, and community love — the OneLoveTM Card design, crafted by renowned artist Addonis Parker, reflects OneUnited's commitment to fostering love, belonging, and understanding within the Black community and across the nation. Love is where we want to be and 'Ubuntu' is the vehicle that takes us there. Special Installation "The James Baldwin Centennial Celebration", honoring the legacy of James Baldwin, one of the most influential voices in American literature and social commentary. Baldwin's powerful prose and insights have profoundly impacted culture, art, and activism, challenging societal norms and advocating for social justice. Organized by the Baldwin family, Curtiss Jacobs Gallery, and Hampton Art Lovers. This celebration will showcase contemporary artists exploring Baldwin's themes of identity, race, and social justice. The program will feature artist spotlights, panel discussions with leading figures, and special readings by notable actors. Schedule Wednesday — Friends & Family Thursday 5th - Opening Reception - Sponsored by 100 Black Men of Florida sponsored by 100 Black Men of Florida Friday 6th - Jazz Under a Simple Tree Saturday 7th - Social Xchange Reception Sunday 8th - Community Day Indaba Lounge Series - 6th - 8th - 12-6pm Itemized Budget 8 www.hamptonartlovers.com Packet Pg. 113 4.4.d Point Comfort (Art Basel) Proposed Budget 2024 Staff Art Fair Staff throughout the extent of the fair and related activities $10,000.00 Air and Hotel (Staff and Speakers) Travel and Hotel for Production Staff and Arts $10,000.00 Artist Talks (Speakers) Production Costs and Honorariums $5,500.00 Tent Festival Tent Rental 20,000.00 Insurance Liability Insurance and Art 2,000.00 Shipping Cost for Shipping Art to and from 5,000.00 Installation Installation costs for materials and services 5,000.00 Curation Design and Curation for the Festival 15,500.00 Printing Printing for Marketing Materials 4,000.00 Decor Decor for Events during Fair 3,000.00 Opening Reception Costs for Production of Opening Event 5,000.00 Marketing Marketing and Public Relations 10,000.00 Production Overall Production Costs and Services 20,000.00 Framing Framing of Art for Fair 5,000.00 Security Security Service for Fair 3,000.00 Cleaning Daily Cleaning Services and Materials 2,000.00 TOTAL $125,000.00 9 www.hamptonartlovers.com Packet Pg. 114 4.4.d Point Comfort 2021 pt 22 UNCOVER. DISCOVER. THE HISTORIC WARD ROOMING N ^•eov PAYL VIAISBN I BRµ0BNCI4RB E.9BBRHAFtq AMB li ANI GIfN11 LL UNCOVER. DISCOVER. iORIG wiHu ROOMING NOOSE GAl, 10 www.hamptonartlovers.com Packet Pg. 115 4.4.d 11 www.hamptonartlovers.com Packet Pg. 116 4.4.d 12 www.hamptonartlovers.com Packet Pg. 117 4.4.d 4HUSKV, 22 UNCOVER. DISCOVER. DEC 1-4 • THE HISTORIC WARD ROOMING HOUSE GALLERY BASIL WATSON I BRANDON CLARKE I BUCK! I CHRISCLARK DUHIRWE RUSHEMEZA JUDY BOWMAN I MUSA HIXSON I PHILLIP SHUNG TIFFANI GLENN I TOMMY THE ANIMATOR I WILLIAM FLOYD POINT CO WOW to NAPm mane .1Iery: a and Maxex o0Ole.ane, In .ing House c, nmv�o taanollen Inn..me v.amn own, a„a�nc.v... nm Inn Amen xEnnd•nn n, nt o/A on, nonnnn ni?Annus,n*en ni colonial nntany OIPntory elan. in mUtoughmn ow. r mnmxw In Mat No0V, o parv4 xrn�: Amur., tnnt miN'Pml�CmnlutlArt Pair Snore Cekuxm: m..0 Tem.., no are mahlul Ior wnrtNx lumwa anti OO NPMPTO N !LOVERS ©POINICOMPOfRPNR HFMPTONPWLOVEAS.COM 13 www.hamptonartlovers.com Packet Pg. 118 4.4.d 14 www.hamptonartlovers.com Packet Pg. 119 4.4.d 15 www.hamptonartlovers.com Packet Pg. 120 4.4.d 16 www.hamptonartlovers.com Packet Pg. 121 4.4.d 17 www.hamptonartlovers.com Packet Pg. 122 4.4.d 18 www.hamptonartlovers.com Packet Pg. 123 4.4.d 19 www.hamptonartlovers.com Packet Pg. 124 4.4.d 20 www.hamptonartlovers.com Packet Pg. 125 4.4.d 21 www.hamptonartlovers.com Packet Pg. 126 4.4.d Black Card — Brandon Clarke (2023) 22 www.hamptonartlovers.com Packet Pg. 127 4.4.d 23 www.hamptonartlovers.com Packet Pg. 128 4.4.d 24 www.hamptonartlovers.com Packet Pg. 129 4.4.d 25 www.hamptonartlovers.com Packet Pg. 130 4.4.d 26 www.hamptonartlovers.com Packet Pg. 131 4.4.d 27 www.hamptonartlovers.com Packet Pg. 132 4.4.d 28 www.hamptonartlovers.com Packet Pg. 133 4.4.d Photos of various Events and Related Programming Produced by Hampton Art Lovers r".11 11. 1111_1/ 19" .1!1111111v. cur - MP Air — , 29 www.hamptonartlovers.com Packet Pg. 134 4.4.d 30 www.hamptonartlovers.com Packet Pg. 135 4.4.d 31 www.hamptonartlovers.com Packet Pg. 136 4.4.d 32 www.hamptonartlovers.com Packet Pg. 137 4.4.d 33 www.hamptonartlovers.com Packet Pg. 138 4.4.d 34 www.hamptonartlovers.com Packet Pg. 139 4.4.d 35 www.hamptonartlovers.com Packet Pg. 140 4.4.d .... 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Miami MoCAAD's mission is to discover, commission, collect and preserve the work of the most advanced contemporary artists of the global African Diaspora and exhibit this art at the highest level both at home and abroad. Miami MoCAAD was founded in 2013 and granted 501(c)3 status in 2016. In 2019, Miami MoCAAD hosted its first art exhibition at the Historic Ward Rooming House, curated by Donnamarie Baptiste, "Reconstructing Identity: An Exploration of Identity and Diaspora Through Artistic Practice. Funds from Miami -Dade County and individual donations supported this exhibition, which was produced solely by Miami MoCAAD. During 2017-2021, Miami MoCAAD participated in exhibitions at Museum of Contemporary Art (MOCA) North Miami, Lowe Art Museum at University of Miami and Griots' Gallery and Academy at the Center for Haitian Studies in Little Haiti. Since 2022, Miami MoCAAD has presented three interactive mural commissions in Overtown with public programs. The mural project is curated by Miami -based curator Donnamarie Baptiste. "OVERtown: Our Family Tree" by Miami -based artist Anthony "Mojo" Reed II (49' x 14') is located at the Historic Lawson E. Thomas Law Office Building, 1021 NW 2nd Avenue. "International Longshoremen Local 1416" by Overtown native Reginald O'Neal is located at the Longshoremen's Union Hall at 816 NW 2nd Ave. The 2024 mural by Stefan Smith, whose family has lived in Miami for several generations, is entitled "Overtown Pitch: Game Changers." It premiered June 27, 2024 at the site of the Historic Carver Hotel, now Carver Apartments, 801 NW 3rd Ave and is visible from 1-95. FDOT data show that 7,200 vehicles pass through Overtown on NW 2nd Ave daily, ensuring that neighborhood residents and county commuters connect with the resilient spirit of Overtown through contemporary art. The Overtown CRA was a partner in authorizing Miami MoCAAD to install murals on the Historic Lawson E. Thomas law office building (owned by Miami's first Black judge) and the Carver Hotel site. A 2022 Knight New Work grant supported Miami MoCAAD's commission of three new artworks by Marielle Plaisir for "The Day Heard the Sounds of the World," which premiered March 21, 2024 at the Historic Lyric Theater, 819 NW 2nd Avenue with the documentary, "ARt Connecting Communities: Overtown and Coral Gables," The documentary, largely funded by Miami -Dade County and individual donations, reveals the interdependent histories of Overtown and Coral Gables. More than 300 persons attended. In 2023, Miami MoCAAD premiered the virtual exhibition and documentary "This Life: Black Life in the Time of Now," at the Urban, 1000 NW 2"a Avenue. More than 300 persons attended. It was funded by 1 Packet Pg. 146 4.441' Miami MoCAAD Miami Museum of Contemporary Art of the African Diaspora the Knight and Mellon foundations and curated by Dr. Anthony Bogues of Brown University/University of Johannesburg. Featured artists include Rosana Paulino (Brazil), RenoId Laurent (Haiti), Mark Thomas Gibson (Miami native) and Nontsikelelo Mutiti (Zimbabwe). The VR app for "This Life" will be available through the Meta App Lab Store and the AR app will be available from the Google Play and Apple Stores (English, Spanish, French and Brazilian Portuguese). With funding from Jorge M. Perez Foundation CreARTE Program at The Miami Foundation, Miami MoCAAD is working with the Miami -Dade Public Library System to bring screenings of its inaugural VR exhibition, "This Life: Black Life in the Time of Now" and hands-on student art + tech workshops to every county district in Miami -Dade County. The programs that we present in the Overtown community are critical to that mission and position Overtown as a nexus for innovative art and technology projects with local, national and international audiences and creatives. The Dec 2, 2024 Miami MoCAAD Soul Basel Kickoff , 6pm -10pm at the Historic Lyric Theater event will entail: • Screening of documentary in Historic Lyric Theater, "ARt Connecting Communities: Overtown and Coral Gables" • ?ARt Connecting Communities" virtual reality art exhibition experience in the outdoor plaza, available using VR headsets • Mural Art exhibition in the Lyric Theater plaza: Enlarged and illuminated replicas of two of the murals (originals are located within walking distance of the Historic Lyric Theater) with selected QR Codes incorporating oral histories about Overtown • Selected oral history QR codes associated with each mural will be installed, including oral histories about Judge Lawson Thomas, Overtown Longshoremen Union, contributions of Overtown to the development of Miami, and the penalty kick soccer game. Soul Basel guests will be encouraged to explore oral histories of Overtown incorporated in QR Codes that will accompany the mural replicas • Soul Basel Creative Conversation featuring mural artist, Stefan Smith, to discuss production of Miami MoCAAD's newest mural, and Dr. Dorothyjenkins Fields to discuss her involvement in Miami MoCAAD art projects that will conserve community history for generations to come • Pre -and post -reception mix and mingle networking with music and food Extensive traditional and digital marketing will ensure that both locals and visitors during Miami Art Week have broad awareness of Overtown's significance as a cultural and entertainment destination. Miami MoCAAD is leveraging technology to create a platform that brings the contemporary art of Africa and its Diaspora center stage, connects people, and modernizes the museum experience The work that the CRA does supporting the Overtown community is critical, especially in these difficult times of uncertainty. We believe the Miami MoCAAD Soul Basel Kickoff highlight the CRA's support of innovative art and technology offerings in Overtown. 2 Packet Pg. 147 4.4.d Miami MoCAAD Miami Museum of Contemporary Art of the African Diaspora Thank you for considering Miami MoCAAD's request for $45,000. The proposed budget is attached. The budget reduction reduced the target for guests from 300 persons (which has been achieved at prior events) to 150 persons, Please let us know if you would like additional information. Sincerely, Marilyn Holifield and Hans Ottinot Co -Founders Miami -Dade Arts and Humanities Foundation, Inc. dba Miami Museum of Contemporary Art of the African Diaspora 701 Brickell Ave, Suite 3300 Miami, FL 33131 E-mail: marilyn.holifield@hklaw.com 2024 Overtown Mural Project : Overtown Pitch: Game Changers by Stefan Smith Miami MoCAAD commissioned a series of murals in Overtown (northeast of Downtown Miami) celebrating the neighborhood's history as a center of 20th century Black cultural and economic life. These mixed -reality public art projects incorporate in - person art experiences and digital engagement. QR codes link viewers' devices to oral history videos; an augmented reality app introducing the artist; an interactive experience introducing Miami MoCAAD's future museum; and games allowing users to discover Miami history. The project honors Overtown's people, places and aspirations through the lens of contemporary art. https://murals.miamimocaad.org/ -- d Commissioned by Miami MOCAAD, Stefan E. Smith, "Overtown Pitch: Game Changers" Mock Up Soccer, or futbol, transcends mere sport; it embodies a cultural phenomenon that unites people worldwide in a shared passion. To honor this universal love for the game and celebrate Miami's role as host of the upcoming 2026 FIFA World Cup, the Miami Museum of Contemporary Art of the African Diaspora (Miami MoCAAD) proudly announces the unveiling of a groundbreaking mural titled "Overtown Pitch: 3 Packet Pg. 148 I 4.4.d Miami MoCAAD Miami Museum of Contemporary Art of the African Diaspora Game Changers." Located at the site of the historic Carver Hotel building, 801 NW 3rd Avenue in Overtown, the mural launch event is set for June 27th, from 6 PM to 8 PM. Attendees will be treated to the activation of an interactive digital penalty kick soccer game and a Creative Conversation with the mural's artist, Stefan Smith, and Curator Donnamarie Baptiste, followed by an opportunity to mix and mingle. Inspired by the Miami Edison High Girls Soccer Team whose championship victories bring pride and hope, Miami MoCAAD is spearheading a fundraiser benefiting the Little Haiti Football Club / Miami Edison Girls Soccer Team. Most of the Miami Edison team are members of the Little Haiti Football Club, which provides support to more than two hundred girls and boys ages 5 to 19, free of charge. Overtown Pitch: Game Changers Launch of Miami MoCAAD's Newest Interactive Mural & Innovative Penalty Kick Soccer Game June 27, 202416:00 - 8:00 PM Carver Building, 801 NW 3rd Ave. Miami, FL Attend Virtually or In Person • Admission Complimentary Donations to the Little Haiti Football Club / Miami Edison Girls Soccer Team Encouraged V ERTOW NPITCH.EV ENTBRITE.COM SCAN HERE> Commissioned by Miami MoCAAD, Stefan E. Smith, "Overtown Pitch: Game Changers" 2024 Virtual Art Exhibition Trailer The "Overtown Pitch: Game Changers" mural is a vibrant tribute to those who have championed change, equality, and inclusivity in soccer. Through an innovative blend of art and technology, the mural features an augmented reality and digital component, inviting viewers to engage in a penalty kick soccer game in the context of the mural are and learn about the artist via augmented reality. Screenshot of "ARt Connecting Communities: Overtown and Coral Gables (VR Preview)" showing the virtual exhibition of new work by Marielle Plaisir A VR Preview of "ARt Connecting Communities: Overtown and Coral Gables (VR Preview)" can be accessed here: https://www.youtube,com/watch?v=LBFfnYWCwRQ 4 Packet Pg. 149 091. '13d 13}I3Bd /nA i v liir-or-s MoCAAoki. IC:e. =ARtfTecti Miami MoCAAD Soul Basel Kickoff 2024 Budget Rental Fees CRA Funding Budget Justification Cleaning Staff, Servers & Waiters $ 1,500 Staffing for event Sign Language Interpreters $ 600 Two certified ASL interpreters for three hours @ a rate of $100 per hour. Subtotal $ 2,100 Food & Beverage Food & Beverage Catering $ 5,250 150 guests X $35 pp; 300+ guests achieved at prior events Water + Soft Drinks $ 400 Non Alcoholic Beverages for 300 attendees Subtotal $ 5,650 Entertainment Entertainment Hyrbid Virtual Production $ 8,500 Michael Anderson: Documentary and creative conversation program/panel discussion accessable to virtual audience. DJ $ 900 $225 Per Hour ( 4 Hours) Solo Pcrformcr $ 300 $300 Per Hour ( 2 Hours) Photo Booth $ 1,000 $250 Per Hour ( 4 Hours Rental) Subtotal $ 10,700 Decor/Marketing/Branding Decor/Marketing/Br anding Chair Rentals for Stage Conversation $ 800 $200 Per chair (4) includes Delivery Fee Digital Marketing & Assessment $ 1,200 User experience surveys & follow-up assessments Social Media $ 500 Promotion on Social Media & Social Media Engagement Photographer for Event $ 700 Photographer Service to take picture of event. guests and panel conversation. $700 for 3 Hours of Service. Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) 6S4 '6d 1 132d Videographer for Event $ 700 Videographer: Video record short testimonials for social media post during the event and create video for post -event promotional purposes. $700 for 3 Hours of Service. Graphic Design $ 400 Graphic Design for event Retractable Banners, Print Cards $ 700 Popup Banner $250 ( Plus Delivery) + Print Cards 300 for $400 ( Card Stock) Mural Art Exhibition with QR Codes $ 10,500 This will be an art exhibition of MM's interactive murals and oral history QR codes, including the penalty kick soccer game. Mural Decor/ Set Design $ 1,050 Miami MoCaad Fabric Step & Repeat (1) $ 600 Miami MoCAAD Backdrop for taking photos of guests. Outdoor & Marquee Lighting $ 750 lighting for Plaza and Event Branding Carpet Rental $ 150 Carpet is used for entrance and step and repeat Subtotal $ 18,050 Administrative Costs Administrative Costs Event Planning Fee - SocialXChange, Inc. / Alexis Brown $ 8,500 Subtotal $ 8,500 TOTAL $ 45,000 Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) 4.4.d October 10, 2024 South East Overtown Park West Community Redevelopment Agency 819 NW 2nd Ave., 3rd Floor Miami, FL 33136 Re: Soul Basel 2024 Grant Request Dear Mr. McQueen: We are writing to formally request a $6000 grant to support our upcoming event, "Our Voice Matters," which will take place during Overtown's Soul Basel in Miami from December 6-7, 2024. As a creative youth development organization based in Historic Overtown, we are deeply committed to empowering youth through creativity and self-expression. This immersive event will feature our youth -driven Photovoice Project, "Our Community, Ourselves," showcasing the power of photography and creative narrative to highlight youth perspectives on their communities. Grant funds for this event will support an opening gallery reception on Friday, December 6, 2024, and Family Arts Days on Saturday, December 7th. The event is expected to engage not only youth participants and their families but also other visitors to the community, fostering greater awareness, a sense of community, creativity, and self -empowerment. Our organization has produced a youth gallery show during Soul Basel since 2016, and through our programs, we have successfully supported countless young creatives in finding their voice through artistic expression. "Our Voice Matters" is a significant opportunity to extend this mission to a broader audience while celebrating the culture and history of Overtown. We would be happy to provide any additional information you may need. Our contact information is below. Thank you for considering this request. Sincerely, Dr. Saliha Nelson Chief Executive Officer saliha@urgentinc.org URGENT, Inc. [Organization's Legal Name] 1000 NW 1st Ave. Ste. 100 Miami, FL 33136 Enclosures: Organizational Overview, Success Stories, Organizational Goals, Budget, Portfolio 1000 NW 1st Ave. Ste. 100 Miami, FL 33136 1786-581-7821 I office@urgentinc.org Packet Pg. 152 EXHIBIT "C" 4.4.d Organizational Overview URGENT, Inc. has been a pillar in the Overtown community for the past 30 years. Since our founding in 1994, we have been dedicated to empowering young, creative minds to transform their lives and communities. Our programs focus on media arts, positive youth development, and career -connected learning, all designed to foster creativity, leadership, education, and empowerment. Over the years, we have successfully partnered with the South East Overtown Park West Community Redevelopment Agency, reaching over 500 youth since 2015. Our innovative approaches, such as the film arts culture entrepreneurship (FACE) internship program, have allowed us to create a significant impact in the lives of youth, families, and the broader community. Through events like "Our Voice Matters," we continue to prioritize youth empowerment and artistic expression while amplifying the voices of the next generation. We believe that by providing youth with the tools to tell their own stories, we can foster a deeper understanding and appreciation of the diverse communities that make up our city. To learn more about our work, visit www.urgentinc.org. Packet Pg. 153 4.4.d EXHIBIT "C" Organizational Goals Project: Our Voice Matters: Our Community, Ourselves — A Photovoice Project Location: The Historic Lyric Theater, 819 NW 2nd Ave., Miami, FL 33136 Date: December 6-7, 2024 Event Goals: :ENT INC SARY • Empower Youth through Art: Through the Our Community, Ourselves Photovoice Project, we aim to provide a platform for young creatives to share their stories, perspectives, and aspirations. • Foster Creative Expression: The event will encourage youth to use photography as a medium of self-expression, empowering them to tell their unique stories through visual narratives. • Inspire Community Engagement: By showcasing youth perspectives, we seek to spark dialogue within the community and inspire collective action toward positive change. • Celebrate Family and Culture: The event's Family Arts Day will bring the community together in a fun, creative environment, fostering family participation through interactive art activities, music, poetry, and a pop-up comic book shop. Detailed Event Schedule Friday, December 6, 2024 — Opening Paint & Sip Reception 5:00 PM — 8:00 PM Kick off the event with a fun and engaging evening of artistic exploration. Attendees can enjoy a paint -and -sip activity guided by a talented local artist while sipping on delightful beverages. This ticketed event offers an opportunity to unleash creativity and connect with the community. Saturday, December 7, 2024 — Paint & Pizza: Family Arts Day 11:00 AM — 3:00 PM Bring the whole family for a day filled with creativity, music, and fun. Family Arts Day will feature: • Interactive art activities, including painting and drawing • Live music and poetry performances • A youth -led Photovoice gallery tour • A pop-up comic book shop showcasing local artists and authors Event Summary Join us during Overtown's Soul Basel in Miami for "Our Voice Matters,"a multi -day celebration of youth creativity and community. "Our Community, Ourselves,"a powerful Photovoice Project, Packet Pg. 154 4.4.d EXHIBIT "C" invites participants to explore the world through the lens of our youth, highlighting their unique perspectives on the issues that matter most to them. Youth Photovoice is more than just photography —it's a medium for self-expression, advocacy, and community engagement. Through this creative process, young individuals have the opportunity to advocate for change, express their identity, and inspire dialogue within their communities. Their visual storytelling brings attention to the challenges and triumphs they experience, sparking collective action toward positive change. :ENT mit INC SARY We invite you to witness the incredible impact of these young voices and celebrate the vibrant culture and talent of our community's youth. Experience their artistry, explore their perspectives, and join us on this inspiring journey. Packet Pg. 155 4.4.d EXHIBIT "C" Success Stories Success Story: Empowering Youth Voices and Showcasing Talent at Soul Basel Celebrating Creativity through Youth -Driven Comic Book Sales One of the standout successes from our Soul Basel event was the incredible response to our Youth Comic Book Series. Youth participants, many of whom had never seen themselves as creators, worked tirelessly to develop original comic books that reflected their personal stories, imaginations, and community experiences. These comic books were available for sale at the pop-up comic book shop during our Family Arts Day, offering them an authentic opportunity to experience the process of creating, distributing and selling their own work. Parents, community members, and visitors were thrilled to see the originality and skill of these young artists, and the comic book sales exceeded expectations, with numerous copies sold. For the youth involved, the success wasn't just financial; it was the realization that their ideas could resonate with an audience and that they had a place in the world of storytelling and artistic expression. A Moment of Pride: Youth Work Displayed in a Historic Venue For many of the Overtown families attending the event, the chance to see their child's work displayed at the Historic Lyric Theater was an unforgettable moment. The Lyric, with its deep roots in Overtown's cultural heritage, served as the perfect backdrop to highlight the creativity and vision of the youth artists. Parents beamed with pride as they saw their children's photographs and artwork, framed and showcased in such a prestigious venue. Children who may have previously seen art as a mere hobby suddenly found their work hanging in a venue that has hosted countless icons of Black culture and history. One parent shared, "Seeing my daughter's photo hanging in the Lyric Theater, knowing all the important history tied to this space —it makes me so proud. She worked so hard, and it means the world that her creativity is being recognized in such a meaningful way." Engaging Emerging Youth Artists in Soul Basel Another key highlight of the event was our intentional engagement of youth emerging artists and integrating them in the broader Soul Basel programming. Youth who had participated in our Photovoice Project or other art workshops were given the unique opportunity to not only display their work but also collaborate with established artists and participate in discussions on the intersection of art and community. These young artists had a dedicated space to showcase their work alongside other prominent local artists, positioning them as part of Miami's vibrant art scene. The visibility and validation they received helped to boost their confidence, and for many, it was the first step toward Packet Pg. 156 EXHIBIT "C" 4.4.d exploring a future in the arts. As one young participant remarked, "Being a part of Soul Basel, where real artists are, made me feel like I'm one too. It's exciting to think that my work is being seen by people who come to this event every year." The Impact Through these experiences, youth participants not only honed their artistic talents but also gained valuable skills in storytelling, entrepreneurship, and self-expression. The Our Voice Matters event created a platform where their voices could be amplified, their creativity celebrated, and their future possibilities expanded. Parents, community leaders, and visitors alike were moved by the passion, talent, and vision of the next generation of artists, who demonstrated that the future of Miami's art scene is bright. Packet Pg. 157 EXHIBIT "C" 4.4.d Budget Budget Request: $6000 1. Equipment, Materials & Supplies: $2000 o Display Equipment Rentals and Purchases: $700 Includes rental/purchase of easels, temporary walls, stands, and other necessary equipment for displaying art and photographs o Art Supplies & Materials: $300 Includes paints, brushes, canvas, paper, and other necessary supplies for art activities during Family Day o Printing & Framing: $900 Covers the cost of printing youth photos and professionally framing selected pieces for exhibition 2. Catering: $1500 o Reception (Paint & Sip Event): $900 Includes beverages and light snacks for attendees o Family Arts Day: $600 Includes snacks/meals and refreshments for families 3. Professional Services: $2500 o Local Artists & Facilitators (Paint & Sip): $900 Artist fee to guide the paint -and -sip event, paid at a rate of $450/per session o Docent Stipends (Gallery Tour): $600 Includes stipends for youth and staff docents to lead tours of the Photovoice exhibition, paid at a rate of $20/hr per docent o Entertainment (DJ/Sound & Performance Support): $1000 DJ for Reception and Family Day and other entertainment or honorariums for performances and guest speakers 4. Contingency/Admin: $500 Allocated to cover unexpected costs in rentals, event insurance, supplies, or other unforeseen expenses Total Budget Request: $6000 Packet Pg. 158 694 '6d 19)132d Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) c_ Ourselves Attachment: File # 16827 - Exhibit C (16827 : 4/5th Vote: Arts & Culture Initiatives in FY 2024-2025.) c_ 4.5 SEOPW Board of Commissioners Meeting October 24, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King and Members of the CRA Board From: James McQueen Executive Director Date: October 17, 2024 File: 16740 Subject: Lease Agreement at Block 55. Enclosures: File # 16740 - Exhibit A BACKGROUND: A Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA Board"), with attachment(s), authorizing the Executive Director to execute a new Lease Agreement ("Lease"), in substantially the form attached as Exhibit "A," with Block 55 Org Owner LLC, a Florida limited liability company ("Block 55"), where Block 55 currently has access to 1,000 leasable square feet of space of the Building ("Premises"), situated on the ground floor of an eighteen (18) level mixed -use building located at 249 N.W. 6' Street, Miami, Florida 33136 for a term of ten (10) years from commencement, at a total base rent of Twenty Thousand Dollars and Zero Cents ($20,000.00) annually, with a Five Percent (5%) increase after the first lease period ("Purpose"). It is recommended that the SEOPW CRA Board approve and adopt the attached Resolution, authorizing the allocation of Funds to Block 55 for the Purpose stated herein. JUSTIFICATION: Pursuant to Section 163.370, Florida Statutes authorizes the SEOPW CRA to enter into leases for property within the redevelopment area. Section 2, Goal 2 of the 2018 Updated Southeast Overtown/Park West Community Redevelopment Agency Plan (the "Plan") authorizes the SEOPW CRA to leverage public -private partnerships to create viable opportunities within the redevelopment area. Section 2, Goal 6 of the Plan authorizes the SEOPW CRA to improve the quality of life for residents within the redevelopment area. Section 2, Principle 4 of the Plan authorizes the SEOPW CRA to create employment opportunities within the neighborhood, so that they be made available to existing residents within the redevelopment area. Packet Pg. 161 4.5 FUNDING: Funds to be allocated from the Rentals and Leases Account No. 10050.920101.544000.0000.00000 as follows: $20,000.00, annually for ten (10) year term. FACT SHEET: Company name: Block 55 Org Owner, LLC Address: 249 N.W. 6' Street, Miami, Florida 33136 Funding request: $20,000.00, annually for ten (10) year term. Scope/Summary: Authorization for execution of a Lease Agreement with Block 55 Org Owner, LLC until 2034, with a Five Percent (5%) increase after the first lease period. Page 2 of 6 Packet Pg. 162 4.5 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: October 24, 2024 CRA Section: Brief description of CRA Agenda Item: Authorizing a lease agreement with the owner Block 55 Owner LLC in the amount of $20,000.00 annually. Project Number YES, there Account Code: (if applicable): are sufficient funds in Line Item: 10050.920101.544000.0000.00000 Amount: $ 2 0 , 0 0 0.0 0 NO (Complete the following source of funds information): Amount budgeted in the line item: $ Balance in the line item: $ Amount needed in the line item: $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL Project No./Index/Minot Object From $ To $ From $ To $ Comments: Approved by: Executive Director 10/3/2024 J Approval: Executive Director 10/17/2024 4 Miguel A ValentinFinance Officer 10/3/2024 Miguel A Valenti& Finance Officer 10/17/2024 Page 3 of 6 Packet Pg. 163 4.5 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 16740 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE A NEW LEASE AGREEMENT ("LEASE"), IN SUBSTANTIALLY THE FORM ATTACHED AS EXHIBIT "A," WITH BLOCK 55 ORG OWNER, LLC, A FLORIDA LIMITED LIABILITY COMPANY ("BLOCK 55") FOR 1,000 SQUARE FEET OF RETAIL AND/OR COMMERCIAL SPACE ("PURPOSE") AT 249 N.W. 6TH STREET, SUITE 108, MIAMI, FLORIDA, 33136 ("PROPERTY"), FORA TEN (10) YEAR INITIAL TERM, AT A TOTAL BASE RENT OF TWENTY THOUSAND DOLLARS AND ZERO CENTS ($20,000.00) ANNUALLY, WITH A FIVE PERCENT (5%) ANNUAL INCREASE AFTER THE FIRST LEASE PERIOD, ALLOCATING FUNDS FROM ACCOUNT NO. 10050.920101.544000.0000.00000; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY, INCLUDING ANY AND ALL AMENDMENTS THERETO, ALL IN FORMS ACCEPTABLE TO COUNSEL; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2018 Updated Southeast Overtown/Park West Community Redevelopment Plan ("Plan"); and WHEREAS, Section 163.370, Florida Statutes authorizes the SEOPW CRA to enter into leases for property within the Redevelopment Area; and WHEREAS, Section 2, Goal 2, of the Plan provides justification to leverage public -private partnerships to create viable opportunities within the Redevelopment Area; and WHEREAS, Section 2, Goal 6, of the Plan provides justification to improve the quality of life for residents; and WHEREAS, Section 2, Principle 4, of the Plan provides justification to create employment opportunities within the neighborhood, so that they be made available to existing residents; and WHEREAS, Block 55 Org Owner, LLC, a Florida limited liability company ("Block 55") and the SEOPW CRA wish to enter into a Lease Agreement ("Lease"), substantially in the form attached as Exhibit "A" ("Purpose"); and Page 4 of 6 Packet Pg. 164 4.5 WHEREAS, Block 55 currently owns 249 N.W. 6th Street, Miami, Florida 33136 ("Property"), which contains three (3) floors of retail and office space, as well as eleven (11) floors of residential units, and four (4) levels of parking; and WHEREAS, Block 55 has access to approximately 250,000 square feet of floor area, in the aggregate, within the Property and would like to lease approximately 1,000 leasable square feet at Suite 108 ("Premises") to the SEOPW CRA for retail and/or commercial use; and WHEREAS, the Lease shall have an initial term of ten (10) years at a total base rent of Twenty Thousand Dollars and Zero Cents ($20,000.00) annually, with a Five Percent (5%) annual increase after the first lease year; and WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the SEOPW CRA's redevelopment goals and objectives; and WHEREAS, based on the recommendation and findings of the Executive Director, it is in the SEOPW CRA's best interest for the Board of Commissioners to authorize the Executive Director to negotiate and execute any and all documents necessary, for which terms may be amended by the Executive Director, all -in forms acceptable to Counsel with Block 55 for the Purpose stated herein; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby authorizes the execution of a Lease, in substantially the form attached as Exhibit "A," as well as any and all documents necessary, for which terms may be amended by the Executive Director, in a form acceptable to Counsel, for an initial term of ten (10) years from commencement, at a total base rent of Twenty Thousand Dollars and Zero Cents ($20,000.00) annually, with a Five Percent (5%) annual increase after the first lease year, for the Purpose stated herein. Section 3. The Executive Director is authorized to disperse funds, at his discretion, from the Rentals and Leases Account No. 10050.920101.544000.0000.00000 to Block 55 to further the Purpose stated herein. Section 4. The Executive Director is authorized to negotiate and execute the Lease, substantially in the form attached as Exhibit "A," including any and all necessary documents to effectuate said Lease, all in foinis acceptable to Counsel, for said Purpose. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Page 5 of 6 Packet Pg. 165 4.5 ounsel 10/3/2024 Page 6 of 6 Packet Pg. 166 EXHIBIT "A" 4.5.a LEASE AGREEMENT By and Between BLOCK 55 ORG OWNER, LLC ("Landlord") and Southeast Overtown/Park West Community Redevelopment Agency ("Tenant") Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 167 4.5.a ii Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 168 4.5.a EXHI BITS The following Exhibits are attached hereto and by this reference made a part hereof: Exhibit "A" Exhibit "A-1" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "D-1" Exhibit "E" Exhibit "F" Exhibit "G" Site Plan Legal Description of the Land Landlord's Work Term Commencement Certificate Tenant's Plans Approval Process Permitted Signage Intentionally Deleted Exclusive/Prohibited Uses Rules and Regulations i Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 169 4.5.a LEASE AGREEMENT THIS LEASE, dated as of the of October, 2024 ("Effective Date") is made by and between BLOCK 55 ORG OWNER, LLC, a Florida limited liability company ("Landlord") and Southeast Overtown/Park West Community Redevelopment Agency ("Tenant"). For and in the consideration of the mutual covenants and agreements herein stated, the parties hereto covenant and agree as follows: Article 1. Premises. 1.1 Landlord does hereby lease to Tenant and Tenant does hereby lease from Landlord those certain premises containing approximately 1,000 leasable square feet, as shown crosshatched on Exhibit "A" (the "Premises"), subject to and with the benefit of the terms, covenants and conditions of this Lease. The Premises is situated on the ground floor of the eighteen (18) level mixed use building. (the "Building"). The Premises are part of a project to be known as Block 55, which is located at the northwest corner of Northwest 6th Street and Northwest 2nd Street in Miami, Florida, on that certain parcel of land (the "Land") described on Exhibit "A-1" (the Building and other improvements and appurtenances constructed on the Land are collectively referred to herein as the "Project"). The Project and the Premises are shown on the multi -floor site plan on Exhibit "A" (the "Site Plan"). The Premises has an address of 249 N.W. 6th Street, Miami, Florida 33136. 1.2 The Building will include: (a) three (3) floors of retail and office space on the first (1st), sixth (6th) and seventh (7th) floors with approximately 250,000 square feet of floor area in the aggregate (the "Commercial Component"); (b) eleven (11) floors of residential units on the eight (8th) floor and above, together with two (2) dedicated lobbies on the first (1st) floor adjacent to N.W. 2nd Avenue and adjacent to N.W. 7th Street (N.W 7th Street is also known as Sawyer's Walk) (the "Residential Component"); and (c) four (4) levels of parking on the second (2nd), third 3rd), fourth (4th) and fifth (5th) levels (the "Parking Component"). 1.3 Landlord has advised Tenant that Landlord intends to convey the Parking Component of the Project to a Community Development District (which is a special purpose governmental entity authorized by Chapter 190 of the Florida Statutes (a "CDD")) or other governmental authority. For purposes of this Lease, any CDD or other governmental authority to which the Parking Component is conveyed shall be referred to as the "Parking CDD". In the event that Landlord elects to convey the Parking Component to the Parking CDD, Landlord represents and warrants to Tenant that the Taxes (hereafter defined) attributable to the Parking Component will be 100% abated such that no Taxes shall be shall be assessed against the Parking Component while owned by the Parking CDD, and further represents and warrants that, were it not for the conveyance of the Parking Component to the Parking CDD and the resulting abatement of Taxes applicable to the Parking Component, Tenant's Pro Rata Share (hereafter defined) of Taxes allocable to the Parking Component would be approximately $4.00 per square foot of the Premises annually. However, as part of Landlord's conveyance of the Parking Component to the Parking CDD, Landlord will be required to finance the cost of constructing the Parking Component in the form of bonds issued by the Parking CDD ("Bonds") and such payment of the Bonds will take the form of assessments imposed by the Parking CDD upon the Project (the "CDD Assessments"). 1.4 Except as expressly set forth in this Lease, no rights, easements or licenses are acquired by Tenant by implication or otherwise. Article 2. Term. 1 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 170 4.5.a 2.1 Although the obligations of the parties begin upon the Effective Date, the Initial Term, as defined below, of this Lease shall commence on that date (the "Rent Commencement Date") which is the earlier of (a) one hundred fifty (150) days after the earlier of (i) delivery by Landlord to Tenant of the Premises with Landlord's Work, as described on Exhibit "B" attached hereto, being "substantially complete" (as defined in Section 3.1) (the "Delivery Date") and (ii) the receipt by Tenant of all permits and approvals (collectively, "Tenant's Permits") necessary to complete Tenant's Work (as defined in Section 3.1(b)), and (b) the date Tenant actually commences to do business with the public in the Premises. Tenant shall provide Landlord a permit set (final construction drawings) of plans and specifications for Tenant's Work, prepared by a licensed architect or a licensed professional engineer, as the case may be ("Tenant's Plans") within the time period set forth on Exhibit "D" ("Tenant's Plans Approval Process") and shall apply for permits and approvals necessary to complete Tenant's Work within ten (10) days after Tenant's receipt of Landlord's approval of Tenant's Plans. 2.2 The initial Term ("Initial Term") of this Lease shall expire ten (10) full Lease Years following the Rent Commencement Date. For the purposes hereof, a "Lease Year" shall be the period commencing on the Rent Commencement Date and ending on the day immediately preceding the first anniversary of the Rent Commencement Date and thereafter, a Lease Year shall consist of successive periods of twelve (12) calendar months. If the Rent Commencement Date is other than the first day of a calendar month, the first Lease Year shall be the period of time from said Rent Commencement Date to the end of the month in which the Rent Commencement Date occurs plus the following twelve (12) calendar months. 2.3 Within ten (10) days after either party's request, an Initial Term commencement certificate, in the form attached hereto as Exhibit "C", shall be executed by both parties setting forth the Rent Commencement Date, termination date and such other information as set forth therein. Article 3. Construction. 3.1 (a) Landlord agrees that it shall, at its sole cost and expense, commence and pursue Landlord's Work to completion in accordance with Exhibit "B", in a good and workmanlike manner and in compliance with all applicable Laws (as defined in Section 8.1). The term "substantial completion" or "substantially complete" as used herein shall mean the completion of Landlord's Work, with the exception of any minor, immaterial punch -list items that are non-structural or cosmetic in nature and that will not, in more than a de minimis manner, delay or interfere with Tenant's Work or the conduct of the Permitted Use in the Premises. [IS LANDLORD'S WORK COMPLETE?] (b) For purposes of this Lease, "Tenant's Work" shall be the construction of those improvements in the Premises for a retail store and the installation of Tenant's Permitted Signage and Personal Property (as hereinafter defined) all in material compliance with Tenant's Plans. Tenant will commence Tenant's Work within five (5) days from the Delivery Date and receipt of any permits necessary to perform Tenant's Work and diligently prosecute the same to completion. 3.2 (a) Landlord agrees to use commercially reasonable efforts to deliver the Premises to Tenant, subject to events of Force Majeure and/or Tenant Delays (as defined and set forth below) on or about August 1, 2024 (the "Anticipated Delivery Date"). (b) Landlord will be granted a day for day extension of the Anticipated Delivery Date if there have been Tenant Delays or events of Force Majeure. A "Tenant Delay" means any delay in the Delivery Date or the completion of Landlord's Work due to any of the following: (i) Landlord's agreement to any written request by Tenant either that Landlord change the scope of Landlord's Work, or that Landlord delays the commencement or completion of Landlord's Work to accommodate Tenant's Work in the Premises; or (ii) Tenant's failure to furnish information or to respond to any request by Landlord or Landlord's representatives for any approval within any time period prescribed in this Lease (including, but not limited to, delivering Tenants Plans to Landlord within the time period set forth in Section 2.1); or (iii) any delay resulting from Tenants having taken possession of the Premises without Landlord's consent for any reason 2 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 171 4.5.a before substantial completion of the Landlord's Work; or (iv) any change by Tenant to the plans and specifications for Landlord's Work after final approval thereof, except for changes required to meet governmental regulations; or (v) any delay in Landlord's Work caused by the installation of Tenant's fixtures and/or performance of any other part of Tenant's Work; or (vi) any delay resulting from Tenant's failure to provide Landlord with the Tenant's Plans by the date required herein (less delays caused by an act of Force Majeure as set forth hereinbelow); or (vii) any other act or omission by Tenant, its agents, employees, contractor or subcontractors that delays Landlord's Work in more than a de minimis manner. Additionally, as a condition precedent to the commencement of the Anticipated Delivery Date being delayed for a Tenant Delay occurrence or an event of Force Majeure, Landlord must notify Tenant in writing within ten (10) business days after the beginning of the occurrence of the Tenant Delay or event of Force Majeure. Such notices must include specific details regarding the nature of the delay, the number of days the Landlord believes have been delayed, and any actions the Tenant can take to cure or avoid further delay. 3.3 Tenant hereby represents and warrants to Landlord that Tenant has made its own investigation and examination of all the relevant data relating to or affecting the Premises and is relying solely on its own judgment in entering into this Lease; specifically, and without limitation, Tenant represents and warrants to Landlord that Tenant has had an opportunity to measure the actual dimensions of the Premises and agrees to the square footage figures set forth herein for all purposes of this Lease. The parties stipulate the square footage of the Premises as set forth in the Lease is correct and shall be utilized notwithstanding the actual square footage may differ. Article 4. Fixed Rent. 4.1 Beginning on the Rent Commencement Date and continuing throughout the Term, but subject to the terms of this Lease, Tenant agrees to pay to Landlord annual fixed rent ("Fixed Rent") as follows: Rent Period Annual Fixed Rent Monthly Fixed Rent Per Sq. Ft. Year 1 $ 20,000.00 $ 1,666.67 $ 20.00 At the commencement of Year 2 and annually thereafter, the Fixed Rent shall increase by five percent (5%) per annum. 4.2 All Fixed Rent shall be payable in advance, without demand, offset or abatement except as expressly set forth otherwise in this Lease, in equal monthly installments on the first day of each calendar month during the Term. Fixed Rent for any period which is for less than one (1) month shall be prorated based upon the number of days in such month, and the monthly installment of Fixed Rent for any partial calendar month occurring at the beginning of the Term shall be due and payable with the first full month's installment of Fixed Rent. For each payment of Rent which is not received within ten (10) days of the due date Tenant will also pay a late charge of five percent (5%) of the unpaid amount; provided, however, that the imposition of the late charge will not (a) extend the date for payment or relieve Tenant of any obligation to pay any sums required to be paid by Tenant under this Lease, or (b) be construed as a cure for any Event of Default on the part of Tenant. 4.3 Fixed Rent and all other recurring charges payable by Tenant to Landlord hereunder are collectively referred to herein as "Rent" and shall be paid to Landlord at the rent payment address for Landlord set forth in Section 24.2 hereof. 4.4 Tenant shall also pay with each monthly installment of Fixed Rent the Florida State Sales Tax imposed upon or with respect to the Rent payable hereunder pursuant to Florida Statutes, Chapter 212 (even though the taxing statute or ordinance may purport to impose same against Landlord) and as otherwise required by Laws at the rates prescribed by the State of Florida, Department of Revenue (or other applicable governmental authority charged with prescribing such rates). 3 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 172 4.5.a Article 5. The Common Areas. 5.1 The "Common Areas" of the Project shall consist of all interior and exterior portions of the Project which are not designated as tenant spaces and are made available for the non-exclusive use of all occupants of the Project and their respective customers, employees and invitees including, without limitation, as applicable, all parking areas and facilities, driveways, roadways, entrances, exits, walkways, sidewalks, shared loading areas, lighting facilities, traffic control signs and fences, package pickup stations, elevators, escalators, interior common areas of the Project, courts and ramps, landscaped areas, retaining walls, stairways, bus stops, sanitary systems and utility lines. Landlord hereby gives and grants to Tenant during the Term, for the benefit of Tenant and Tenant's subtenants, licensees and concessionaires and their respective employees, agents, customers and invitees, the non-exclusive irrevocable license (which license may only be terminated by Landlord if this Lease is terminated in accordance with Article 17 for an Event of Default) to use all of the Common Areas in common with Landlord and all other tenants and occupants of the Commercial Component subject to all of the other terms of this Lease, including the CC&Rs and the Rules and Regulations. 5.2 Landlord shall keep and maintain the Common Areas in good order, condition and repair. If the Parking CDD owns the Parking Component, then the Parking CDD shall keep and maintain the Common Areas of the Parking Component in good order, condition and repair as required herein. If the Parking CDD owns the Parking Component, the Parking CDD may designate Landlord or other party to operate, maintain and repair the Common Areas of the Parking CDD in the condition required herein. Except for particular parking spaces and areas, if any, designated by Landlord from time to time for reserved parking (such as "ATM" parking, "Take Out" or "Pick Up" parking, or "Customer Only" parking) or for specific tenant parking, all parking in the Commercial Component will be on an unreserved, first come, first served basis. Landlord will have the right (a) to enter into, modify and terminate easements and other agreements pertaining to the use and maintenance of the Common Areas; provided, however, that such modifications/terminations shall not increase any obligations of Tenant under this Lease or reduce any rights of Tenant under this Lease; (b) for the least amount of time as is reasonably practical under the circumstances, to temporarily close all or any portion of the Common Areas to such extent as may, in the opinion of Landlord, be necessary to prevent a dedication thereof or the accrual of any rights to any person or to the public therein; (c) to temporarily close a portion of the Common Areas to perform any required maintenance obligations required hereunder; (d) intentionally deleted; and (e) to do and perform such other acts in and to the Common Areas as, in the exercise of good business judgment, Landlord will determine to be advisable subject to the other terms and conditions of this Lease. If the amount, size or configuration of any portion of the Common Areas will be diminished or changed, (i) this Lease will remain in full force and effect, (ii) Landlord will not be subject to any liability, (iii) Tenant will not be entitled to any compensation or reduction of any Rent, and (iv) such diminution or change will not be deemed to be a constructive or actual eviction. Furthermore, Tenant will have no rights in the roof or exterior of the building or buildings of which the Premises constitute a part. 5.3 Landlord reserves the right at any time to (a) make or permit changes or revisions in the plan for the Project, including additions or supplements to, and reductions, rearrangements, alterations or modifications of, the Commons Areas and the building areas comprising the Project, (b) construct improvements in, and make alterations of, the Project, including the right to construct areas for kiosks, pushcarts and other displays in the Common Areas, (c) erect temporary scaffolds and similar aids to construction on the exterior of the Project (excluding the Premises unless necessary to comply with the maintenance obligations required of Landlord by this Lease); provided, however, that access to the Premises will not be denied or, in more than a de minimis manner, impaired, (d) install, maintain, use, repair and replace within the Premises pipes, ducts, conduits, wires and all other mechanical equipment serving the Premises and other occupants of the Project; provided, however, that the same will be located so as to cause a minimum of interference with Tenant's use of the Premises and shall only be located above the ceiling, below the floor or along column lines, (e) convey portions of the Project to others; provided, however, that no such conveyance will reduce the parking areas below the number of parking spaces required by Law. In addition, Landlord will have the exclusive right to use the roof of the Building, the exterior side or rear walls of the Building, for any reasonable purpose; provided, however, that such use will not encroach 4 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 173 4.5.a on the interior of the Premises, adversely interfere with Tenant's use of the Premises, and Landlord may not place any advertising material/media on the windows of the Premises or storefront of the Premises. While exercising any rights permitted pursuant to this Section 5.3, access to the Premises and Building shall not be denied nor, in more than a de minimis manner, impaired. Tenant acknowledges that the Project has been developed as a mixed use commercial project for the mutual use and enjoyment of its various tenants and occupants, and, from time to time, such other tenants and/or occupants of the Project may engage in such activities, including, without limitation, construction and/or renovation of their respective premises, which activities may, from time to time, generate a reasonable amount of noise and/or vibrations (that do not exceed any limits imposed by Laws) affecting portions of the Building, including, without limitation, the Premises. 5.4 Landlord covenants and agrees that that with respect to the operation of the Parking Component: (i) the Parking Component shall contain at least nine hundred (900) parking spaces; (ii) the Parking Component will be operated on a pay for parking basis, provided that Tenant's customers and other occupant's customers shall be given the first two (2) hours of parking free and thereafter may be charged no more than the average hourly rate for other retail structured parking garages within one (1) mile of the Project; and (iii) Tenant will at all times have not less than two (2) free parking passes for the Commercial Component for use by its employees. Landlord may not provide more than fifty (50) free parking passes in the Commercial Component for use by the employees of the Commercial Component tenants and occupants and may not provide more than two hundred (200) free parking passes in the Commercial Component to residents of the Residential Component. If Landlord conveys the Parking Component to the Parking CDD, then the Parking Component will still be burdened with the obligations and restrictions set forth in this Lease that relate to the Parking Component in an operating agreement, declaration of easements, covenants and restrictions or similar instrument that legally binds and runs with the ownership of the Parking Component such as, for example, a vertical subdivision or declaration of condominium. Tenant may, to the extent permitted by applicable Laws, enforce such obligations and restrictions directly against the Parking CDD (and any succession owner of the Parking CDD). The Parking CDD's ownership of the Parking Component is merely a public financing device, and both Landlord and the Parking CDD will retain the obligation to maintain, repair, replace, insure, manage and operate the Parking Component in accordance with this Lease. Landlord may also install, or permit the installation of, cart corrals and costumer pick-up parking spaces on each level of the Parking Component. Landlord may also install signage in certain areas of the Parking Component that limits parking to two (2) hours or less in the parking spaces labeled "Short Term Parking". Notwithstanding anything to the contrary contained in this Lease, Landlord or the Parking CDD shall not be required to do anything that is a violation of Laws regarding the issuance of municipal tax-free bonds for the financing of the Parking Component and Parking CDD improvements. Article 6. INTENTIONALLY DELETED. Article 7. Use. 7.1 Subject to those restrictions set forth on Exhibit "F" of this Lease and applicable Law, the Premises may be used by Tenant for the retail sale apparel and related accessories during the Term (the "Permitted Use"). Tenant may not change the use of the Premises to any other use without the prior written consent of Landlord, which may be withheld in Landlord's sole discretion. Tenant acknowledges that the restrictions set forth on Exhibit "F" are for the benefit of certain tenant(s) or other occupant(s) of the Commercial Component, and further acknowledges that such tenant(s) and/or occupant(s) may enforce such restrictions directly against Tenant in the event of Tenant's violation thereof. Landlord makes no representation or warranty as to whether the Permitted Use is allowed under applicable Laws. Landlord represents and warrants to Tenant that other than those restrictions set forth on Exhibit "F", there are no restrictions on use that bind the Tenant or the Premises. 7.2 Tenant shall conduct business in the Premises under the trade name " 7.3 Tenant shall be required to open a retail store fully fixtured, stocked and staffed within sixty (60) days after the Rent Commencement Date, subject to Force Majeure events as set forth in Section 25.15 of 5 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 174 4.5.a this Lease, the failure of which will constitute an Event of Default under this Lease if such failure is not cured within thirty (30) days after Tenant's receipt of written notice from Landlord specifying such failure. Tenant shall have such additional time as is reasonably necessary to cure such failure, provided that Tenant diligently and continuously pursues the cure to completion. However, in no event shall such additional time exceed ninety (90) days from the date of notice provided by Landlord. Thereafter, the Premises shall not be required to be open for business, and if there is a cessation of business for a continuous period in excess of ninety (90) days, Landlord shall thereafter have the right, until such time as the Premises have been reopened for business, and as its sole remedy, to terminate this Lease by serving written notice of termination on Tenant, which termination shall become effective on the thirtieth (30th) day following Tenant's receipt of such termination notice. Landlord shall not be required to pay Tenant a termination fee or other compensation. However, if the Premises reopen for business prior to the effective termination of this Lease, then said notice shall be deemed null and void and the Lease shall continue in full force and effect as if such notice had never been given. In the event of a termination hereunder, the parties hereto shall automatically be released from any and all liability of whatever kind for the terminated portion of the unexpired Term other than those liabilities existing prior to, or as of, the termination date or those that expressly survive the expiration or earlier termination of this Lease. Nothing herein shall be deemed to affect the obligation to pay Rent until the effective date of said termination by the Landlord. Periods of temporary closing of the Premises (a) caused by rebuilding, remodeling (for up to sixty (60) days), and/or repair provided such work is diligently and in good faith being pursued to completion; (b) due to casualty, or condemnation; (c) force majeure events as set forth in Section 25.16; (d) consented to by Landlord; (e) occurring during that period of time commencing thirty (30) days after Tenant has a signed letter of intent to assign or sublet the Premises (to the extent Landlord consents to such assignment or subletting or such assignment of subletting is permitted under Article 12 of this Lease) and continuing until such permitted assignee or sublessee opens for business in the Premises (not to exceed one hundred eighty (180) days); (f) from the Effective Date through Tenant's opening for business ({a} - {f} are referred to as "Permitted Closures"); shall be exempted from the provisions of this Section and shall give the Landlord no right to terminate as set forth herein. 7.4 Tenant will be open for business at the Premises for at least eight (8) hours per day for seven (7) days per week. 7.5 On or before the tenth (10th) day after request by Landlord, Tenant shall submit to Landlord a balance sheet, profit and loss statement, cash flow statement, sales tax returns, tax returns for Tenant's most recent fiscal year and any other financial information reasonably requested by Landlord. Article 8. Compliance with Laws. 8.1 Tenant shall, at its sole cost and expense, promptly comply with all Environmental Laws, laws, statutes, ordinances, governmental or agency rules or regulations now in force or which may hereafter be enacted or promulgated (collectively, "Laws") relating to Tenant's particular manner of use of, or method of operation in, the Premises. Landlord shall have the sole responsibility for compliance, with all Laws relating to the structural features of the Building and its ownership of the Project. Landlord shall have the sole responsibility for compliance, with all Laws relating to the structural features of the Premises, except Tenant, at its sole expense, shall have the sole responsibility for compliance with all Laws relating to any structural features of the Premises which are altered by Tenant after the Delivery Date. 8.2 For purposes of this Lease, "Hazardous Substances" shall mean (a) any "hazardous substance" as defined in the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. §9602 et seq., as amended, (b) petroleum, petroleum products, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas, and (c) any other substance or material that is deemed to be hazardous, dangerous, toxic or a pollutant under any federal, state or local law, ordinance, rule or regulation (collectively, "Environmental Laws"). Landlord represents and warrants that as of the Effective Date, Landlord has not received written notice from any governmental authority citing the presence of any Hazardous Substances on, under or at the Premises or Project in violation of any Environmental Laws. 6 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 175 4.5.a 8.3 Landlord shall be responsible for and shall comply with all Environmental Laws with respect to the presence or removal of Hazardous Substances from the Project; provided, however, that if the same was installed by, stored, released, disturbed, introduced or brought on the Premises by Tenant, its agents, employees, representatives, contractors or subcontractors (at any time during the Term, including in connection with Tenant's Work), then Tenant, at its sole cost and expense, shall be solely responsible for such compliance and removal. Tenant, its employees, agents, representatives, contractors, subcontractors shall not sell, use, manufacture, process, handle, dispose, store or release into the environment in or around the Premises or the Project any Hazardous Substance in violation of Environmental Law. 8.4 Landlord shall indemnify, defend and hold Tenant free and harmless from and against any and all cost, claims, suits, causes of action, losses, injury or damage including, without limitation, bodily injury (including death) as well as damage to property resulting from the presence of Hazardous Substances in the Premises and/or the Project to the extent the same were installed by, stored or brought on the Premises or the Project by Landlord or any of Landlord's agents, employees, representatives, contractors or subcontractors. Tenant shall indemnify, defend and hold Landlord free and harmless from and against any and all cost, claims, suits, causes of action, losses, injury or damage including, without limitation, bodily injury (including death) as well as damage to property resulting from the presence of Hazardous Substances in the Premises and/or the Project to the extent the same were installed by, stored or brought on the Premises or the Project by Tenant, its agents, employees, representatives, subcontractors or contractors. The indemnities set forth in this Article 8 shall survive expiration of this Lease. Article 9. Alterations. 9.1 Subject to Article 22, subsequent to the completion of Tenant's Work, Tenant may make non- structural alterations, changes, or improvements in or to the interior of the Premises as Tenant may deem necessary in the operation of the Premises; provided always, that no work done by Tenant shall affect the structural or exterior portions of the Building or any of the mechanical, electrical or plumbing systems servicing any part of the Premises or the Building or adversely affect the value of the Project and Tenant obtains Landlord prior written consent to such work, such consent not to be unreasonably withheld. Tenant shall not make any exterior or structural alterations to the Premises without Landlord's written consent, which consent may be withheld in Landlord's sole discretion with the parties acknowledging that changes to Tenant's signage shall be controlled by Article 10 and not this Article 9. If, as a result of any exterior or structural alterations made by Tenant without Landlord's consent, Landlord is required by Law to make any improvements to the structural or exterior portions of the Building or upgrade or otherwise modify any of the mechanical, electrical or plumbing systems serving any part of the Premises or the Building, Tenant will be solely obligated to pay for all reasonable, actual, and documented costs and expenses associated with such improvements, upgrades and modifications within thirty (30) days after Tenant's receipt of an invoice for the same. Landlord expressly acknowledges and agrees that modifications to Tenant's exterior signage shall be controlled by Article Section 10. Tenant agrees that any repairs, alterations, replacements, other improvements or installations made by Tenant to or upon the Premises shall be done in a good and workmanlike manner and in conformity with all laws, ordinances and regulations of all public authorities having jurisdiction, that materials of good quality shall be employed therein, that the structure of the Premises shall not be endangered or impaired thereby. 9.2 Tenant's signs, trade fixtures, displays, furniture, furnishings, inventory, merchandise and equipment (collectively, "Personal Property") shall remain the property of Tenant and may be removed from the Premises at any time during the Term, provided that any damage caused by such removal shall be repaired by Tenant at Tenant's sole cost and expense. Any alterations made by Tenant to the Premises which are permanently attached to and made a part of the Premises shall become the property of Landlord at the expiration of the Term. Notwithstanding the ownership of any alterations, additions or improvements to the Premises, Tenant shall retain the right to depreciation deductions of all alterations, additions or improvements made at Tenant's expense. 7 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 176 4.5.a 9.3 At the expiration or earlier termination of this Lease, Tenant will (a) surrender the Premises to Landlord broom cleaned reasonable wear and tear excepted, (b) inform Landlord of the combination to any locks and remove all safes, if any, on the Premises, and (c) remove Tenant's Personal Property from the Premises and repair any damage caused by such removal. If Tenant fails to perform any of its obligations under subsection (a) or (c), Landlord will have the right (in its sole discretion), but not the obligation, to perform such obligations on behalf of Tenant, without waiving or releasing Tenant from any obligation under this Lease. If Landlord elects to perform any of the obligations of Tenant under subsection (a) or (c), then within thirty (30) days of Tenant's receipt of an invoice for the same, Tenant will pay to Landlord all reasonable, actual, and documented costs and expenses incurred by Landlord on behalf of Tenant, together with interest thereon at the Interest Rate from the date such sums were paid by Landlord through the date of repayment by Tenant. Landlord's rights and Tenant's obligations under this Section 9.3 will survive the expiration or earlier termination of this Lease. Article 10. Signs. Tenant agrees that, throughout the Term, all of Tenant's signage will (a) be prepared professionally, (b) be maintained in good condition and repair, (c) comply with all applicable Laws. Landlord acknowledges and agrees that Tenant's prototypical signage satisfies the requirement set out in (a) above. Landlord agrees that Tenant shall be entitled to (i) install on the exterior storefront of the Premises, at its sole cost and expense, its trade name and logo sign in the colors, dimensions, location and other specifications set forth on Exhibit "D-1" ("Permitted Signage"), (ii) install Tenant's standard medallion signs inside the Premises in the storefront window (also shown on Exhibit "D-1"), and (iii) install its window band in the storefront window, all of which are approved by Landlord. Tenant shall also have the right to install, at Tenant's sole cost and expense, any professionally manufactured signs in or on the interior of the Premises; provided, however, Tenant shall not use more than fifty percent (50%) of the storefront plate glass area for interior signage. Article 11. Repairs and Maintenance. 11.1 Landlord shall maintain in good condition and repair (including any replacements thereof) the roof, gutters, down spouts, floor slab, exterior walls (excluding all doors to the Premises), foundation, footings and all structural portions (both interior and exterior) of the Building all plumbing and utility lines located within the Premises (but only if such lines serve other tenant(s) in addition to Tenant), and all plumbing and utility lines serving the Premises but located outside of the Premises or within the slab or foundation. Landlord will not be responsible for any damage to improvements to the Premises or any property within the Premises which are Tenant's responsibility to maintain caused by any roof leaks and, notwithstanding anything in this Lease to the contrary, Landlord makes no representations, warranties or covenants hereunder with respect to the moisture content of the Building foundation or floor slab of the Premises beyond the Warranty Period. Subject to the waivers of subrogation set forth in this Lease, Landlord will not be required to make any repairs or undertake any maintenance under this Article 11 where the same were made necessary by the negligence or willful misconduct of Tenant or any of Tenant's agents, employees, representatives, contractors or subcontractors. If a utility line exclusively serving the Premises and located within the Premises is encased in the slab/foundation by Tenant, then Tenant shall be responsible for maintaining the same. Furthermore (but subject to the waiver of subrogation provisions set forth in this Lease), Landlord, at its sole cost and expense, will repair any damage to the Premises caused by the gross negligence of Landlord or any of Tenant's agents, employees, representatives, contractors or subcontractors. 11.2 Except for repairs, maintenance and replacements of common utility lines outside of the Premises that service the Common Area, Landlord shall make all repairs required to be made by Landlord pursuant to this Article at Landlord's sole cost and expense and not as a Common Area Cost. 11.3 Except for Landlord's Work and the representations and warranties expressly made by Landlord in this Lease, Tenant will accept possession of the Premises in an "AS IS" "WHERE IS" condition and without any representation or warranty, express or implied by law, by Landlord or its agents, and Landlord will not perform any alterations in order to make the Premises suitable and ready for occupancy and use by Tenant. Tenant, at its sole cost and expense, will maintain, repair and replace all interior and non-structural parts of 8 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 177 4.5.a the Premises in good condition and repair including, but not limited to, the HVAC system that exclusively serves the Premises, all mechanical, electrical and plumbing systems exclusively servicing the Premises that are not located in the slab or foundation (except that if a utility line exclusively serving the Premises and located within the Premises is encased in the slab/foundation by Tenant, then Tenant shall be responsible for maintaining the same), and all fixtures and equipment located in the Premises, exterior and interior portions of all doors and lock sets, and door checks, interior windows, plate and window glass, floor coverings, wall coverings, decorations, furniture, fixtures, equipment, appliances and other Personal Property. The HVAC system that will exclusively serve the Premises will be a so-called "split system" heating, ventilating and air- conditioning system. The air handler(s) portion of the HVAC system shall be located in the Premises. Landlord shall assign to Tenant all guarantees or warranties for the HVAC system on the Commencement Date. Tenant shall maintain a maintenance contract for the HVAC system throughout the Term which shall include service visits at least two (2) times per calendar year. Furthermore (but subject to the waiver of subrogation provisions set forth in this Lease), Tenant, at its sole cost and expense, will repair any damage to the Premises or Building caused by the gross negligence of Tenant or any of Tenant's agents, employees, representatives, contractors or subcontractors. 11.4 As part of its maintenance obligations under Section 11.3, Tenant will enter into an annual maintenance contract with a Florida licensed and reputable HVAC company and the maintenance contract will be similar to other maintenance contracts maintained by Tenant in the state of Florida. The HVAC company will service and inspect the HVAC system as frequently as deemed necessary by such company and will repair the HVAC system as needed. Within thirty (30) days after Landlord's request, Tenant will furnish to Landlord, a copy of the most recent service report provided to Tenant by the HVAC company. Within thirty (30) days after Landlord's request (which request may not be made prior to the Delivery Date or more than once in any calendar year), Tenant will furnish to Landlord a copy of the HVAC maintenance contract. Tenant shall provide a copy of the HVAC maintenance contract to Landlord within thirty (30) days after the Rent Commencement Date. The fact that Tenant enters into a HVAC maintenance contract will not limit Tenant's obligation to maintain and repair the HVAC system in accordance with this Section 11.2 throughout the Term. Landlord will assign the benefit of any warranty applicable to the HVAC system to Tenant and Landlord shall enforce any non -assignable warranties and guarantees at Tenant's request on behalf of Tenant. 11.5 If a false alarm (fire or burglar) is triggered as a result of Tenant's acts or omissions, as evidenced by a written notice of an imposition of a fine or other monetary penalty from the fire department or alarm monitoring company (which notice reasonably evidences Tenant's responsibility for such false alarm), Tenant will reimburse Landlord for all actual and documented costs and expenses incurred by Landlord in association with such false alarm. Such reimbursement will be payable by Tenant as additional rent within thirty (30) days after Tenant's receipt of an invoice therefore and the notice from the fire department or alarm monitoring company referenced above. Article 12. Assignment and Subletting. 12.1 Tenant shall not assign this Lease or sublet the Premises or any part thereof without first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed. For purpose of this Lease, any direct or indirect transfer by operation of law or otherwise, of Tenant, or any assignee or sublessee of any interest in Tenant, any assignee or sublessee (whether stock, partnership interest or otherwise) shall be deemed an assignment of this Lease for purposes of this Section. It will be reasonable for Landlord to withhold its consent to an assignment or sublease if, among other things, the proposed assignee or subtenant (a) is not credit worthy based on Landlord's reasonable financial criteria generally used by Landlord with respect to other comparable tenants in the Commercial Component; (b) is not of a character or reputation or engaged in a business that is not consistent with the quality of the Commercial Component; (c) does not have the necessary operating experience in Landlord's reasonable business judgment; (d) is a tenant, subtenant or other occupant of any part of the Commercial Component, (e) will, in Landlord's reasonable business judgment, materially increase Common Area Costs or increase security concerns for the Project, (f) will cause a violation of any property or similar title restrictions affecting the Commercial Component, or will cause a violation of another lease for space in the Commercial 9 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 178 4.5.a Component or will give an occupant of the Commercial Component any right to terminate its lease or pay reduced rent, (g) would cause a violation of any provision under this Lease, or (h) intends to use the Premises for a use other than the Permitted Use and such proposed use of the Premises violates Exhibit "F" or any then existing restriction on use of which Tenant has received prior notice in accordance with the terms of this Section 12.1 or if the proposed use of the Premises is a retail use that is not customarily located in first-class retail shopping centers in the Southeastern United States. Within fifteen (15) days after request by Tenant, Landlord shall provide Tenant with a listing of all exclusives and restrictions on use then currently in effect that bind the Commercial Component. 12.2 Consent by Landlord to any assignment or subletting will not relieve Tenant from any Rent obligations under this Lease and such assignment or sublease must be in writing and signed by Tenant and the assignee or subtenant, as the case may be, setting forth the entire consideration being given and received, and consented to in writing by Landlord if consent is required under Article 12. Any consent to an assignment or subletting will only be for the Permitted Use and for no other purpose without obtaining the prior written consent of Landlord in each instance, which consent may be withheld or conditioned in Landlord's sole discretion. The acceptance of any Rent from any person other than Tenant will neither be deemed to be a waiver by Landlord of any of the provisions of this Lease nor be deemed to be consent by Landlord to any assignment or sublease. If Landlord will consent to any assignment or sublease, (a) the assignee will assume all obligations of Tenant under this Lease, (b) the subtenant will acknowledge that (i) the sublease will be subject and subordinate to this Lease, and (ii) in the event of the termination of this Lease, the subtenant will attorn to Landlord, and (c) neither Tenant nor any assignee nor any subtenant will be relieved of any liability under this Lease or under the sublease, as applicable, in the Event of Default by such assignee or subtenant, as the case may be, in the performance of any of the terms, covenants and conditions of this Lease. Article 13. Insurance. 13.1 Tenant shall, at Tenant's expense, obtain and keep in full force and effect during the Term the following types of insurance in the amount specified: (a) Commercial General Liability insurance for bodily injury or death to persons or damage to property occurring within the Premises. Such insurance shall provide combined single. limit per occurrence coverage of not less than One Million Dollars ($1,000,000) for property damage and bodily injury or death of one or more persons. Such policy shall name Landlord and its designated agent (provided Landlord has provided Tenant with the name and address of the designated agent) as an additional insured thereunder and Tenant shall pay the amount of any so-called deductible applicable to any claim under such policy involving Landlord and Tenant. (b) Property Damage insurance for Tenant's trade fixtures, stock and other Personal Property located on the Premises insured under a policy of insurance endorsed with Special (All -Risk) Causes of Loss Form for the full replacement value thereof. (c) Business interruption insurance in an amount equal to the Rent payable hereunder for a period of not less than twelve (12) months; (d) Builder's risk insurance during the course of Tenant's Work and any other alterations. (e) Umbrella or Excess Liability coverage in amounts not less than $5,000,000 in excess of the CGL insurance required in subsection (a) above; and (f) Law. Worker's Compensation Insurance in amounts not less than those required by applicable Tenant's policies will (i) be non-contributing with and apply only as primary and not as excess to any other insurance available to Landlord, and (ii) apply as if each named insured were the only named insured and separately to each insured against whom claim is made or "suit" is brought. Within thirty (30) 10 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 179 4.5.a days after Landlord's request, Tenant agrees that a copy of Tenant's insurance policies will be delivered to Landlord. 13.2 If Tenant fails to procure the aforesaid insurance, Landlord shall have the option, after five (5) business days' notice to Tenant, to obtain such insurance on behalf of Tenant, in which case Tenant shall reimburse Landlord for the reasonable cost and expense thereof. 13.3 Throughout the Term, Landlord shall purchase and keep in force and effect: (a) Commercial General Liability insurance against any liability arising out of the Commercial Component and other portions of the Project owned by Landlord. Such insurance shall provide combined single limit per occurrence coverage of not less than Two Million Dollars ($2,000,000) for property damage and bodily injury or death of one or more persons, with endorsements for contractual liability. Landlord shall pay the amount of any so-called deductible applicable to any claim under such policy involving Landlord and Tenant. (b) Property insurance based on the Commercial Property Form - Causes of Loss Special, published by the Insurance Services Office or other equivalent "All Risk" coverage, including full collapse, floor, and full water damage coverage (including back up of sewers or drains coverage), and including coverage for loss arising from any increased cost of construction, contingent operations of building codes, and related demolition and debris removal costs with extended coverage and vandalism endorsements for the full replacement value thereof of the Building (excluding the leasehold improvements in the residential units in the Residential Component). Notwithstanding the Landlord's covenant herein and the Tenant's contribution to the cost of the Landlord's insurance premiums as part of Common Area Costs, Tenant has no right to receive proceeds from the Landlord's insurance policies. 13.4 The policies of insurance required of Landlord and Tenant pursuant to this Article shall be effected under valid and enforceable policies issued by insurers of recognized responsibility licensed and admitted to do business in the State of Florida and rated by Best's Insurance Reports (or any successor publication of comparable standing) A-VII or better or the then equivalent of such rating. Each party hereto shall cause to be issued to the other, upon request, certificates of insurance. 13.5 Nothing contained in this Article shall prohibit either party hereto from obtaining a policy or policies of blanket insurance which may cover other property of such party, provided that any such blanket policy (a) expressly allocates to the properties to be insured hereunder not less than the amount of insurance required pursuant to this Lease, and (b) shall not diminish the obligations of such party so that the proceeds from the blanket policy will be less than the proceeds that would be available if the required insurance was obtained under policies separately insuring such risks. Article 14. Indemnification and Waiver. 14.1 Tenant hereby agrees to indemnify and hold harmless Landlord and its agents, partners, shareholders, directors, officers and employees from any claim by an unrelated third party in connection with loss of life, personal injury and/or damage to tangible property (including reasonable attorneys' fees and court costs) which may be imposed upon, incurred by, or asserted against Landlord by third parties arising as a result of acts or omissions of Tenant, its agents, representatives, employees acting within the scope of employment, contractors or subcontractors occurring within the Project for which Tenant is held legally liable, subject either to the doctrines of contributory negligence or comparative negligence. 14.2 Notwithstanding anything in this Lease to the contrary, Tenant and Landlord hereby waive and release any and all rights of recovery, whether arising in contract or tort, against the other, including their agents, employees, agents, representatives, contractors and subcontractors, arising during the Term for any and all loss or damage to any property located within or constituting a part of the Project (inclusive of the Premises), which loss or damage arises from the perils that are insured against under each party's 11 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 180 4.5.a property insurance policies or could be insured against under the ISO Causes of Loss -Special Form Coverage (formerly known as "all-risk"), including any deductible thereunder (whether or not the party suffering the loss or damage actually carries such insurance, recovers under such insurance or self -insures the loss or damage), or which right of recovery arises from any loss or damage that could be insured under time element insurance, including without limitation loss of earnings or rents resulting from loss or damage caused by such a peril. This mutual waiver is in addition to any other waiver or release contained in this Lease. If there is a conflict between this Section and any other provision of this Lease, this Section shall control. Landlord and Tenant shall cause each property insurance policy carried by either of them insuring the Premises, the contents thereof, or the Project, to provide that the insurer waives all rights of recovery by way of subrogation or otherwise against the other party hereto in connection with any loss or damage which is covered by such policy or that such policy shall otherwise permit, and shall not be voided by the releases provided for above. Article 15. Utilities and Other Services. 15.1 Tenant shall pay for all gas, electricity, water and sewer charges, telephone service and all other services and utilities supplied solely to the Premises and consumed by Tenant. 15.2 Landlord, at its expense and as part of Landlord's Work, shall use commercially reasonable efforts to cause the Premises to be individually metered for each utility service and provide the service connections at points mutually agreeable to Landlord and Tenant. If a utility does not allow or provide for separate metering, Tenant will pay its share (without any surcharge by Landlord) of the consumption charges based upon the ratio of the leasable square feet of the Premises to the total leasable square feet of all buildings covered by the utility bill. In no event shall the cost of any utility or service exceed the amount Tenant would pay if such utility or service were contracted for separately by Tenant or provided directly to Tenant by the local public utility company serving the area in which the Project is located. 15.3 In the event of any failure or delay in utility supply, Landlord shall diligently pursue to restore such utilities as soon as possible so as to minimize any interruption in Tenant's business at the Premises. In no event will Landlord be liable for any damage to the Premises or property therein, loss of business, or otherwise, unless, if (a) any interruption, modification or cessation of utility service shall occur due to the gross negligence or willful misconduct of Landlord, (b) such disruption or interruption continues for more than three (3) days, and (c) such disruption or interruption causes Tenant to cease operating its business in the Premises, in which event Rent shall be abated until such interruption of the Premises is restored to Tenant. 15.4 Landlord shall provide a "Shared Trash Compactor" in the ground floor location shown on Exhibit "A" for use by Tenant and other tenants. Tenant shall not allow refuse, recycling materials or garbage generated from the Premises to accumulate outside of the Premises except in the Shared Trash Compactor area provided by Landlord. Landlord shall maintain, repair and replace the Shared Trash Compactor in working order and condition. Landlord shall obtain and maintain an annual service contract that covers the Shared Trash Compactor (the "Shared Trash Compactor Maintenance Contract"). If the Shared Trash Compactor Maintenance Contract covers more than one trash compactor, then Landlord shall equitably attribute a pro rata portion of the cost thereof to the Shared Trash Compactor based on the number of trash compactors covered by such maintenance contract. Tenant shall reimburse Landlord on a not more than a quarterly basis within sixty (60) days after receipt of Landlord's invoice for Tenant's pro -rate share of the Shared Trash Compactor Maintenance Contract (which shall not include an administrative fee thereon payable to Landlord), which pro rata share will be calculated based on the number of premises (including the Premises) that from time to time use the Shared Trash Compactor. Such costs of the Shared Trash Compactor Maintenance Contract shall not be included in Common Area Costs (provided that substantially all other retail tenants within the Commercial Component that do not have exclusive use of a trash compactor are obligated to pay such Shared Trash Compactor costs). Article 16. Entry By Landlord. 12 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 181 4.5.a 16.1 Landlord shall have the right, upon reasonable advance written notice to Tenant (except in the event of an Emergency, in which case notice may be orally given to Tenant) and during regular business hours (except in the event of an Emergency) to enter the Premises (a) to repair and inspect the same, and (b) to show the Premises to prospective purchasers, lenders and (during the last one (1) year of the Term) tenants. Article 17. Default by Tenant. 17.1 The occurrence of any one or more of the following events shall constitute an "Event of Default" by Tenant hereunder: (a) The failure of Tenant to make any payment of Fixed Rent or any other Rent payment required to be made by Tenant hereunder where such failure shall continue for a period of five (5) days after Landlord provides written notice to Tenant that such payment is past due; or (b) Tenant fails to observe or perform any of the other covenants, conditions and provisions of this Lease to be observed or performed by Tenant, where such failure continues for a period of fifteen (15) days after Landlord provides Tenant written notice thereof; provided, however, that if the nature of such failure is such that more than fifteen (15) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said fifteen (15) day period and thereafter diligently prosecutes such cure to completion within ninety (90) days of such notice, provided, however, that no such failure shall be deemed a default if such failure is due to an event of Force Majeure; or (c) Tenant (i) makes a general assignment for the benefit of creditors or will file a petition for bankruptcy, reorganization, liquidation, dissolution or similar relief under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or (ii) rejects this Lease in any proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or (d) A petition for bankruptcy, reorganization, liquidation, dissolution or similar proceeding is filed against Tenant under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect and the same is not discharged within forty-five (45) days of filing, or a trustee, receiver or liquidator will be appointed for the property of Tenant, and the same is not vacated or set aside within forty-five (45) days of the appointment; or (e) Tenant fails to open the Premises for business as required under Section 7.5 of this Lease within thirty (30) days after Tenant's receipt of notice of such failure (it being acknowledged and agreed that the thirty (30) day notice referenced in this subpart (f) shall not be in addition to the notice and cure period specified in subpart (b) above); provided, however, that no such failure shall be deemed a default if such failure is due to an event of Force Majeure; or (f) Tenant assigns this Lease or subleases the Premises, except as expressly permitted under Article 12 of this Lease. 17.2 Upon the occurrence of an Event of Default under Sections 17.1(a), 17.1(b), 17.1(e) or 17.1(f) (it being acknowledged that federal bankruptcy law shall control if there is an Event of Default under Sections 17.1(c) or 17.1(d)), Landlord may, at Landlord's election upon granting of a court order pursuant to an action or proceeding at law: (a) re-enter the Premises, and without terminating this Lease, at any time thereafter, re -let the Premises and improvements, or any part(s) of them, for the account, and in the name of Tenant or otherwise, all at prevailing market rates. Any re -letting may be for the remainder of the Term or for any longer or shorter period (provided, however, that if Landlord enters into a new lease beyond the current Term (but not including any Extension Terms, the commencement of which shall not have occurred prior to such dispossession or removal), then Tenant shall only be responsible hereunder through the current Term). Landlord shall be entitled to all rents from the use, operation or occupancy of the Premises or improvements, and Tenant shall be liable for all documented, customary, reasonable, actual, and third- 13 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 182 4.5.a party (i) costs to repair and restore the Premises to a leasable white box condition (excluding any such costs for the ceiling or flooring), (ii) the unamortized brokerage fees incurred by Landlord in connection with this Lease which shall be amortized on a straight line basis over the Initial Term, and (iii) attorney's fees incurred in connection with dispossessing Tenant from possession of the Premises ("Reletting Costs"). If the term of any re -letting is greater than the amount of time remaining on the then current Term (but not including any Extension Terms, the commencement of which shall not have occurred prior to such dispossession or removal), then the Reletting Costs referenced in part (i) above shall be reasonably allocated throughout the entire re -letting term for purposes of determining such proportionate amount applicable to be paid by Tenant (i.e. the Reletting Costs referenced in part (i) above shall be amortized on a straight line basis over the entire re -letting term and Tenant shall only be responsible for the annual amortization amount of such Reletting Costs occurring during the remainder of the then current Term of this Lease). Tenant shall nevertheless pay to Landlord on the due dates specified in this Lease the equivalent of all sums required of Tenant under this Lease reduced by the amount of rents and other charges collected by Landlord on account of the new lease or leases of the Premises for each month of the period that would otherwise have constituted the balance of the then current Term (not including any Extension Terms, the commencement of which shall not have occurred prior to such dispossession or removal). Such deficiency shall be paid by Tenant in monthly installments on the dates specified in this Lease for payment of Fixed Rent, and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Landlord to collect the deficiency for any subsequent month by a similar proceeding. Landlord shall have the right in lieu of collecting such deficiency in Rent each month as provided above, to accelerate damages in an amount equal to the present value (as of the date of such termination) of the difference between (i) Rent which would have become due through the expiration of the Term, or what would have been such expiration but for any termination thereof (but not including any Extension Terms, the commencement of which shall not have occurred prior to such dispossession or removal), and (ii) the fair market rental value of the Premises over the balance of the then current Term (not including any Extension Terms, the commencement of which shall not have occurred prior to such dispossession or removal), determined on the date of such dispossession or removal, which liquidated and agreed final damages shall be payable to Landlord in one lump sum within thirty (30) days following written demand therefor (the foregoing are collectively referred to as the "Acceleration Damages"). For purposes of this Section, "present value" shall be computed by discounting such amount to present worth at a discount rate equal to four (4) percentage points above the discount rate then in effect at the Federal Reserve Bank nearest to the location of the Project. Notwithstanding anything to the contrary contained herein, in no event shall the Acceleration Damages exceed the Rent which would have been payable for the twelve (12) month period following the determination of the Acceleration Damages. Upon payment of such Acceleration Damages, Tenant shall receive a credit at the end of such twelve (12) month period, against any Rent actually paid to Landlord by a replacement tenant during such twelve (12) month period. On each twelve (12) month anniversary, subject to the Landlord making an accounting of the rents received by Landlord from re -letting the Premises, Landlord shall be entitled to the Acceleration Damages coming due for the next twelve (12) month period; or (b) terminate this Lease and re-enter and take possession of the Premises and remove Tenant's effects and hold the Premises, together with all additions, alterations and improvements thereto, as if this Lease had not been made. All of Tenant's rights in the Premises shall terminate upon such termination of this Lease. In the event of such termination, Tenant covenants to pay to Landlord all sums that are due and payable through the date of such termination. In addition, Tenant shall be liable for Reletting Costs. If the term of any re -letting is greater than the amount of time remaining on the then current Term (but not including any Extension Terms, the commencement of which shall not have occurred prior to such termination), then the Reletting Costs shall be reasonably allocated throughout the entire re -letting term for purposes of determining such proportionate amount applicable to be paid by Tenant. 17.3 The rights and remedies of Landlord set forth in this Article shall be cumulative and not exclusive of each other. 17.4 Landlord hereby waives any lien rights it may have against Tenant's Personal Property under statute, common law or otherwise; provided, however, that Landlord will have no obligation for the safekeeping of Tenant's Personal Property and if the same is not removed from the Premises, Landlord 14 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 183 4.5.a may remove such Personal Property at the expense of Tenant. Landlord shall not have any right to accelerate the Fixed Rent and other amounts payable hereunder (except as set forth in this Lease, including, but not limited to Article 17.2). 17.5 Tenant will reimburse and pay to Landlord all reasonable, actual, and documented court costs and attorneys' fees (as the same are determined in by the court in an action or proceeding at law) incurred by Landlord in connection with Landlord's enforcement of its rights and remedies under this Lease in an action or proceeding at law, within thirty (30) days after Tenant's receipt of an invoice therefor along with documentation (in form and substance reasonably satisfactory to Tenant) substantiating such costs and expenses. Landlord will reimburse and pay to Tenant all reasonable, actual and documented court costs and attorneys' fees (as the same are determined in by the court in an action or proceeding at law) incurred by Tenant in connection with Tenant's enforcement of its rights and remedies under this Lease in an action or proceeding at law, within thirty (30) days after Landlord's receipt of an invoice therefor along with documentation (in form and substance reasonably satisfactory to Landlord) substantiating such costs and expenses. 17.6 Except as otherwise set forth to the contrary elsewhere in this Lease, no re-entry or taking possession of the Premises by Landlord pursuant to this Article 17 of this Lease will (i) constitute a forfeiture of any Rents payable by, or a waiver of any obligations of, Tenant under this Lease, or (ii) be construed as an election on Landlord's part to accept a surrender of the Premises unless written notice of such intention is given by Landlord to Tenant. Article 18. Landlord's Right to Cure. 18.1 If Tenant defaults in performance of its repair and maintenance obligations under this Lease and does not cure such default within thirty (30) days after written notice from Landlord (or does not within said period commence and diligently proceed to cure such default) (or such shorter cure period as may be specified otherwise in this Lease), Landlord, without waiver or prejudice to any other right or remedy it may have under this Lease, shall have the right, at any time thereafter, to cure such default for the account of Tenant. However, Landlord must provide written notice of its intent to cure the default at least five (5) business days prior to commencing any such cure unless an Emergency exists. Tenant shall reimburse Landlord for the reasonable, actual, and documented out-of-pocket expenses incurred by Landlord in curing such default, plus an administrative fee of five percent (5%), payable as additional rent within thirty (30) days of Tenant's receipt of a detailed and itemized invoice from Landlord. In the event of an Emergency, Landlord may cure such a default by Tenant before the expiration of the cure period, but after giving such written or oral notice to Tenant as is practical under all of the circumstances. Landlord shall act reasonably in exercising such right and shall limit its actions to those reasonably necessary to address the Emergency. Tenant reserves the right to review and contest any unreasonable or excessive charges resulting from such actions. Article 19. Casualty. 19.1 In the event the Premises and/or the Building are destroyed or damaged by fire, accident, the elements or other casualty (a "Casualty"), to the extent that the cost to repair such damage or destruction is less than fifty percent (50%) of the replacement cost of the improvements in the Project immediately prior to such damage or destruction ("Partial Damage"), Landlord shall, within sixty (60) days after the occurrence of such Partial Damage, deliver to Tenant a good faith estimate of the time needed to repair the Partial Damage ("Damage Notice"). If Landlord estimates that the amount of time required to substantially complete such repair and restoration will exceed twelve (12) months from the date of the damage, then Landlord or Tenant shall have the right to terminate this Lease as of the date of such Casualty upon giving written notice to the other at any time within thirty (30) days after delivery of the Damage Notice. If, however, there is Partial Damage within the last twenty-four (24) months of the Initial Term or any Extension Term to the extent that the cost to repair such damage or destruction is greater than thirty-three percent (33%) of the replacement cost of the Premises or Building, either party shall have the right to terminate this Lease, provided that written notice thereof is given to the other party not later than sixty (60) days after such Partial Damage. If Landlord elects to terminate this Lease in accordance with this Section 19.1, then Tenant may 15 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 184 4.5.a elect to exercise an Extension Term by providing Landlord with an Extension Notice for any unexercised Extension Term which is exercisable pursuant to Article 2 within thirty (30) days following such termination notice from Landlord. If Tenant elects to submit such Extension Notice within such thirty (30) day period, Landlord's termination notice will be null and void and Landlord will be obligated to repair and restore such Partial Damage in accordance with this Section 19.1. Unless this Lease is terminated, Landlord agrees, at its sole expense, to restore the Premises and/or the Building (excluding the leasehold improvements in the residential units in the Residential Component) with reasonable dispatch (from the date insurance proceeds are received by Landlord) to substantially the same condition as existed immediately prior to such damage or destruction (with such modifications as shall be required in order to comply with applicable Law) and this Lease shall remain in full force and effect. Tenant agrees that promptly after completion of such work by Landlord Tenant will proceed with reasonable diligence and at Tenant's sole cost and expense to restore, repair and replace Tenant's Personal Property. If Landlord fails to so complete the repairs within one hundred eighty (180) days after the date Landlord receives insurance proceeds, Tenant shall have the right and option, upon no less than thirty (30) days' prior notice to Landlord to terminate this Lease; provided, however, should Landlord complete such restoration prior to the expiration of such thirty (30) day period, Tenant's termination notice shall be deemed null and void and of no further force and effect, and this Lease shall continue. 19.2 In the event the Premises and/or the Building are damaged or destroyed by a Casualty during the Term to the extent that the cost to repair such damage or destruction is more than fifty percent (50%) of the replacement cost of the improvements in the Building immediately prior to such damage or destruction ("Total Damage"), Landlord shall within sixty (60) days after the occurrence of such Total Damage, deliver to Tenant a good faith estimate of the time needed to repair the Total Damage ("Total Damage Notice"). If Landlord estimates that the amount of time required to substantially complete such repair and restoration will exceed twelve (12) months from the receipt of permits, then Landlord or Tenant shall have the right to terminate this Lease upon giving written notice to the other at any time within thirty (30) days after delivery of the Total Damage Notice, in which event this Lease will terminate effective as of the date of the occurrence of such Total Damage. If this Lease is not terminated, Landlord will repair or restore such Total Damage (excluding the leasehold improvements in •the residential units in the Residential Component) within twelve (12) months from receipt of permits from the date of the damage. Tenant agrees that promptly after completion of such work by Landlord Tenant will proceed with reasonable diligence and at Tenant's sole cost and expense to restore, repair and replace Tenant's Personal Property. If Landlord fails to so complete the repairs within the earlier of: (i) twelve (12) months from receipt of permits, or (ii) within eighteen (18) months after the date of such damage, Tenant shall have the right and option, upon no less than thirty (30) days' prior notice to Landlord to terminate this Lease; provided, however, should Landlord complete such restoration prior to the expiration of such thirty (30) day period, Tenant's termination notice shall be deemed null and void and of no further force and effect, and this Lease shall continue. 19.3 If Landlord is required, or elects, to repair or restore the Premises pursuant to the provisions of this Article 19, the Rent payable under this Lease for the period during which such repair or restoration continues will be abated in proportion to the degree to which the Premises and Tenant's use of the Premises is impaired and such abatement shall continue for the period ("Abatement Period") commencing with such destruction or damage and ending with: (a) the completion by Landlord of such work of repair and/or restoration as Landlord is obligated to do; and (b) the expiration of a reasonable period of time (not to exceed ninety (90) days) necessary to enable Tenant to restore its Personal Property and re -fixture the Premises and reopen for business, but said period of time shall be deemed to have ended if Tenant shall reopen for business in the entirety of the Premises prior to the expiration thereof. Notwithstanding anything to the contrary contained herein, if there is a Partial Damage or Total Damage and Tenant exercises reasonable business judgment to discontinue the operation of business in the Premises there shall be a full abatement Rent from the date Tenant discontinues the operation of business in the Premises until the expiration of the Abatement Period. Except for the abatement of Rent, if any, Tenant will have no claims against Landlord as a result of any Partial Damage or Total Damage. 19.4 Notwithstanding anything set forth in this Article 19 to the contrary, (a) Landlord will not be obligated to commence any repairs until insurance proceeds are received by Landlord, and, subject to the following paragraph, Landlord's obligation under this Lease will be limited to proceeds actually received by Landlord 16 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 185 4.5.a under any insurance policies which have not been required to be applied toward the reduction of any indebtedness secured by any mortgage, (b) Landlord's obligations within the Premises under this Article 19 will be limited to restoring the Premises to substantially the same condition as existed prior to such damage or destruction (with such modifications as shall be required in order to comply with applicable Law); provided, however, that Landlord shall have no obligation to restore any alterations, changes or improvements made to the Premises above and beyond the scope of Landlord's Work to the extent such alterations, changes or improvements were made without Landlord's consent should Landlord's consent to the same be required under this Lease, (c) Landlord will have no obligation to repair, replace or rebuild any of Tenant's Personal Property, and (d) no damage or destruction to the Premises will allow Tenant to surrender possession of the Premises or affect Tenant's obligation to pay Rent, except as provided in this Article 19. Unless this Lease is terminated under this Article 19, Tenant will re -fixture all parts of the Premises (which obligation shall be limited to proceeds actually received by Tenant under any insurance policies), in a prompt and diligent manner. Tenant will use commercially reasonable efforts to give Landlord prompt notice of any such damage or destruction to any portion of the Premises. In the event any holder of a mortgage lien against the Project exercises a valid right pursuant to the instruments creating or securing such mortgage, to apply the proceeds of any property insurance payable to Landlord as the result of a Casualty, to the balance of the mortgage or for some purpose other than the rebuilding of the Premises and/or Building, Landlord shall have the right to terminate this Lease by written notice given to Tenant within thirty (30) days after Landlord's receipt of notice from the holder of such mortgage lien that it has elected to apply the proceeds of the property insurance in the manner set forth above (the "Notice of Insufficiency of Proceeds"). In the event Landlord fails to timely give the Notice of Insufficiency of Proceeds, then it shall be deemed that such insurance proceeds are sufficient for Landlord to discharge its obligations under this Article 19. Article 20. Condemnation. 20.1 If any part of the Premises shall be taken under the power of eminent domain or a sale in lieu of such taking, or a "substantial portion of the Common Areas" are so taken or sold, then either Landlord or Tenant may, by giving written notice to the other party within sixty (60) days after such taking, terminate this Lease which termination shall be effective thirty (30) days after the date of such termination and all Rent shall be abated from and after such taking. A "substantial portion of the Common Areas" is defined to be any of the following: (a) the loss of more than ten percent (10%) of the parking spaces in the Parking Component if Landlord does not provide adequate substitute parking; or (b) vehicular access to or from the Building is permanently altered as to adversely affect the flow of traffic to or from the Building and Landlord does not provide adequate substitute access for such purpose that is reasonably satisfactory to Tenant. In the event that Tenant does not have the right to terminate this Lease as aforesaid or if Tenant has such right but elects not to exercise such right within the sixty (60) day period, then Landlord, at Landlord's sole cost and expense, shall make such repairs and alterations as may be necessary to restore the Premises and/or any other portion of the Common Areas as nearly as practicable to complete units of like quality and character as existed just prior to such taking (with such modifications as shall be required in order to comply with applicable Laws). The Rent from and after any such taking or sale shall be proportionately abated based upon the extent and duration of any interference with Tenant's use and enjoyment of the Premises occasioned by such taking or sale and any repairs or alterations resulting therefrom. In addition, the Rent shall thereafter be proportionately reduced based on the reduced area of the and/or reduced utility of the Commercial Component. 20.2 If twenty-five percent (25%) or more of the Building shall be taken under the power of eminent domain or a sale in lieu of such taking, then Landlord may, by giving written notice to Tenant within sixty (60) days of such taking, terminate this Lease (provided Landlord terminates the leases of all other tenants in the Building), which termination shall be effective thirty (30) days after the date of such termination notice and Tenant shall pay Rent through the date of such termination (subject to the abatement rights set forth in the preceding paragraph). 20.3 Any condemnation award issued in connection with any such taking shall belong solely to the Landlord. Notwithstanding the foregoing, Tenant shall have the right to claim any compensation as may be 17 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 186 4.5.a separately awarded or receivable by Tenant in Tenant's own right on account of any costs or loss Tenant may suffer for the removal of its merchandise, furniture, fixtures or equipment, the loss of the unamortized value of the improvements made pursuant to this Lease or any other element of special damage separately recoverable by the Tenant, so long as such claim will not diminish or otherwise affect Landlord's compensation or damages awarded for any taking. Landlord will not be liable to Tenant for any damages which Tenant may suffer as a consequence of any taking. 20.4 Notwithstanding anything to the contrary contained herein, Landlord's right(s) to terminate this Lease pursuant to this Article 20 is expressly conditioned on Landlord's termination of the lease(s) or occupancy agreements of all other tenants in the Commercial Component. If Landlord exercises any termination right provided for in this Article 20 and, within twelve (12) months from the termination of this Lease, Landlord commences to lease, repair or restore the Building for the purpose of retail leasing, Landlord must notify Tenant and offer Tenant the right to reinstate this Lease upon the same terms and conditions set forth in this Lease (except that the lease term with respect to such reinstatement shall be for a term of no less than five (5) years). Tenant shall respond to Landlord within thirty (30) days of receipt of Landlord's notice, and if Tenant fails to respond within such thirty (30) day period, it shall be deemed that Tenant has chosen not to reinstate the Lease. Landlord's obligation to notify Tenant and offer Tenant the right to reinstate this Lease as set forth herein shall survive Landlord's termination of this Lease and remain a contractual obligation of Landlord. Article 21. Subordination. 21.1 Tenant hereby agrees that this Lease shall be automatically subordinate to the lien of any lender, mortgagee, underlying landlord or other party whose title might presently be superior to the title of Landlord which encumbers the Commercial Component as of the date of this Lease. 21.2 Tenant hereby agrees that this Lease shall be subordinate to the lien of any lender, mortgagee, underlying landlord or other party whose title might hereafter become superior to the title of Landlord subsequently placed upon the Commercial Component after the date of this Lease, (hereinafter referred to as the "Subsequent Mortgagee"). In confirmation of such subordination, Tenant shall, within ten (10) days of request, promptly execute a subordination agreement on Subsequent Mortgagee's standard form, if so required. Article 22. Liens. 22.1 Tenant shall not subject all or any part of the Project or Premises to any mechanic's, materialmen's or other lien under the lien law of the state in which the Project is located. If, at any time, a lien or encumbrance is filed or recorded against the Premises or the Project as a result of any act or omission of Tenant or any of Tenant's agents, representatives, employees contractors or subcontractors, Tenant shall, after receipt of written notice of such lien(s), cause such lien(s) to be removed within ten (10) days of receipt of such notice, or if Tenant wishes to contest such lien(s), Tenant shall, within such ten (10) day period, post a bond. If Tenant fails to act within such ten (10) day period, Landlord may take such steps as it deems necessary to remove the lien(s), including settlement and payment thereof, and Tenant shall reimburse Landlord upon demand for all reasonable, actual and documented costs and expenses incurred by Landlord in connection therewith, including reasonable attorneys' fees and costs. The Lease provides that Landlord's interest in the Premises and Project shall not be subject to liens for improvements or work made or done by, through or under Tenant. In no event shall Landlord be liable for or subjected to any mechanic's, materialmen's or laborers' liens for improvements or work done by or at the insistence of Tenant or those claiming under it. In accordance with Florida Statutes Section 713.10, the Lease expressly prohibits the subjecting of Landlord's interest in the Premises and the Project to any such mechanic's, materialmen's or laborers' liens for improvement work made or done by or at the instance of Tenant (or those claiming under Tenant) and all persons dealing with Landlord or Tenant are hereby put on notice of this provision. 18 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 187 4.5.a Article 23. Quiet Enjoyment. 23.1 Provided Tenant performs the agreements, terms, covenants and conditions of this Lease on its part to be kept and performed after all applicable notice and cure periods, Tenant shall and may peaceably and quietly have, hold and enjoy the Premises during the Term of this Lease without hindrance, molestation or disturbance from Landlord or any person claiming through Landlord. Article 24. Notices. 24.1 All notices required or permitted to be given hereunder shall be in writing and shall be delivered by (a) personal delivery with acknowledgment of receipt, (b) United States mail, prepaid, for delivery by registered or certified mail, return receipt requested, (c) reputable overnight courier service providing proof of delivery, to the addresses for Landlord and Tenant set forth below, or (d) e-mail transmission, so long as such transmission is followed within one (1) business day by delivery utilizing one of the methods described in Section 24.1(a), Section 24.1(b), or Section 24.1(c). Notice shall be deemed delivered (i) upon date of actual receipt or refusal to receive such Notice, if delivered in accordance with Section 24.1(a) or Section 24.1(b); (ii) one (1) business day after deposit with a reputable overnight courier service providing proof of delivery, if delivered in accordance with Section 24.1(c); or (iii) upon transmission, if delivered in accordance with Section 24.1(d). 24.2 The initial addresses for Landlord and Tenant are set forth below: Landlord: Tenant: Rent payments shall be mailed to: Block 55 ORG Owner, LLC c/o Swerdlow Group 2901 Florida Avenue, Suite 806 Coconut Grove, Florida 33133 Attn: Nick Swerdlow Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, Florida 33136 Attn: Block 55 ORG Owner, LLC c/o Swerdlow Group 2901 Florida Avenue, Suite 806 Coconut Grove, Florida 33133 Any party shall have the right from time to time and at any time, upon at least ten (10) days' prior written notice delivered pursuant to the terms hereof, to change its respective address and to specify any other address within the United States of America, provided said new address is not a post office box except that Landlord's rent payment address may be a lockbox with a post office box address. The respective attorneys for each party are authorized to give any notices, make any requests and send any other communications under this Lease on behalf of their respective clients. Article 25. Miscellaneous. 25.1 Landlord's Representations and Warranties. Landlord represents, warrants and covenants to Tenant as of the date hereof that Landlord has the full right, power and authority to enter into this Lease. 25.2 Estoppel Certificate. Landlord and Tenant shall at any time and from time to time, within twenty (20) days of written request therefor, execute, acknowledge and deliver to the other party a statement in writing: (a) certifying that this Lease is unmodified and in full force and effect (or, if the Lease has been modified, stating such modification); (b) the dates to which Fixed Rent and other charges have been paid; (c) whether, to the best knowledge of the party signing said certificate, there are then existing any defaults hereunder 19 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 188 4.5.a upon the part of the other party hereto, or any events or conditions that would give a party the right to terminate this Lease; (d) whether the signing party has any claims or counterclaims against the right to terminate this Lease; (d) whether the signing party has any claims or counterclaims against the other party hereto; and (e) the amount, if any, of any security deposit or prepaid rent. The failure by Tenant to deliver or respond to a statement within the twenty (20) day time period hereunder shall be an Event of Default if Tenant doesn't cure such failure within ten (10) days after receipt of a reminder notice from Landlord of such failure. 25.3 Intentionally Omitted. 25.4 Brokerage. Landlord and Tenant each represent and warrant to the other that they have had no conversations or negotiations with any broker, finder or similar person concerning the consummation of this Lease or the leasing of the Premises to Tenant, other than Cushman & Wakefield of Florida, LLC representing Landlord and Stiles Corporation, representing Tenant (collectively, the "Brokers"). Landlord agrees to pay the Cushman & Wakefield of Florida, LLC pursuant to the terms of separate agreement. Cushman & Wakefield of Florida, LLC shall pay pursuant to the terms of a separate agreement between the Brokers. Landlord and Tenant each hereby indemnifies and holds the other harmless from and against all loss, cost, liability, claim, damage and expense (including, without limitation, court costs and reasonable attorneys' fees) incurred in connection with or arising out of any conversations, negotiations or actions had by Landlord or Tenant, as the case may be, or anyone acting on behalf of Landlord or Tenant, as the case may be, with any broker, finder or similar person other than the Brokers in connection with this Lease. 25.5 Tenant's Authority. Tenant represents and warrants that Tenant has full right, power and authority to enter into this Lease, and no approvals or consents of any other person or entity is required for this Lease to be a valid and binding obligation of Tenant. 25.6 No Partnership. It is expressly understood that Landlord and Tenant are not partners, and Landlord has no right, title or interest in the business of Tenant and Landlord has no right to represent or bind Tenant in any respect whatsoever, and that nothing herein contained shall be deemed, held or construed as making Landlord a partner or associate of Tenant, it being expressly understood that the relationship between the parties hereto is, and shall at all times remain, that of Landlord and Tenant. 25.7 Project Rules and Regulations. Landlord's rules and regulations for the Project applicable to the occupants of the Commercial Component as of the Effective Date are attached as Exhibit "G" to this Lease ("Rules and Regulations"). To the extent the Rules and Regulations conflict with any provision contained in the body of the Lease or any of the other exhibits to the Lease, the provisions in the Lease and/or the other exhibits shall control. Such Rules and Regulations shall be uniformly applied and enforced without discrimination among all tenants of the Commercial Component. Landlord may make modifications to the rules and regulations, from time to time but such modifications shall not (a) interfere with Tenant's use and enjoyment of the Premises in more than a de minimis manner, (b) increase any of Tenant's obligations, (c) adversely impact in more than a de minimis manner any of Tenant's rights, set forth in this Lease, or (d) limit or restrict the Permitted Use. 25.8 Waiver. The consent or waiver by Landlord or Tenant to any breach of any term, covenant, or condition of this Lease shall not be construed as a consent or waiver of any other breach of the same or any other term, covenant and condition of this Lease. No endorsement or statement on any check or letter accompanying a check for payment of any sum due shall be deemed an accord and satisfaction, and Landlord (or Tenant as the case may be) may accept such check or payment without prejudice to the accepting party's right to recover the balance of such Rent or other payment or to pursue any other remedy provided in this Lease. No agreement to accept a surrender of the Premises or this Lease other than at the expiration or earlier termination of the Term in accordance with the terms of this Lease shall be valid unless in writing signed by Landlord. The delivery of keys, abandonment of the Premises, and/or any attempt to deliver possession of the Premises by Tenant to Landlord or any agent or employee of Landlord shall not operate as a termination of this Lease or a surrender of the Premises, except to the extent permitted under this Lease. 20 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 189 4.5.a 25.9 Marginal Headings. The marginal headings and titles to the articles and sections of this Lease are not part of the Lease and shall have no effect upon the construction or interpretation of any part thereof. 25.10 Successors and Assigns. "Tenant" is the entity named expressly herein as Tenant, but upon a transfer, assignment or succession, such transferee or assignee shall be deemed "Tenant" hereunder, and "Landlord" means the then -owner of the lessor's interest in this Lease. This Lease and the terms, covenants and conditions contained herein shall inure to the benefit of, and will be binding upon, the heirs, executors, administrators and, except as otherwise provided herein, successors and assigns of Landlord and Tenant. In the event of a transfer by Landlord of its interest in this Lease then, so long as the transferee assumes all liabilities and obligations under the Lease applicable to Landlord in writing, the transferor shall be automatically released from all liability and obligations as Landlord accruing subsequent to the transfer. 25.11 No Recordation. Tenant may not record this Lease or any memorandum of lease. 25.12 Guaranty. Tenant shall cause Dannie Augustin and Genese Augustin to execute and deliver to Landlord the Guaranty of Lease attached hereto as Exhibit "H". 25.13 No Construction Against Drafting Party. Landlord and Tenant acknowledge that each of them and their counsel have had an opportunity to review this Lease and that this Lease will not be construed against Tenant merely because Tenant has prepared it. 25.14 No Prior Agreements or Oral Modifications. This Lease contains all of the agreements of the parties hereto. No other agreements or understandings, written or oral, shall be effective for any purpose or shall diminish any of Tenant's rights herein granted or increase any of Tenant's obligations. No provision of this Lease may be modified except by an agreement in writing signed by the parties hereto or their respective successors. LANDLORD ACKNOWLEDGES THAT NO REPRESENTATION, WARRANTY, INDUCEMENT, PROMISE OR AGREEMENT HAS BEEN MADE, ORALLY OR OTHERWISE, BY TENANT OR ANYONE ACTING ON BEHALF OF TENANT, UNLESS SUCH REPRESENTATION, WARRANTY, INDUCEMENT, PROMISE OR AGREEMENT IS EXPRESSLY SET FORTH IN THIS LEASE. LIKEWISE, TENANT ACKNOWLEDGES THAT NO REPRESENTATION, WARRANTY, INDUCEMENT, PROMISE OR AGREEMENT HAS BEEN MADE, ORALLY OR OTHERWISE, BY LANDLORD OR ANYONE ACTING ON BEHALF OF LANDLORD, UNLESS SUCH REPRESENTATION, WARRANTY, INDUCEMENT, PROMISE OR AGREEMENT IS EXPRESSLY SET FORTH IN THIS LEASE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH PARTY HEREBY EXPRESSLY WAIVES ANY CLAIM FOR FRAUD IN THE INDUCEMENT. 25.15 Force Majeure. Excluding Section 25.3 (except as expressly provided for above), If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, labor disputes, civil commotion, war, fire or other casualty, inability to procure materials, governmental regulations, statutes, ordinances, restrictions or decrees, or other causes beyond the control of the party so obligated (financial inability excepted), the period for the performance of any such acts shall be extended for a period equivalent to the period of such delay. The provisions of this Section 25.15 shall not excuse the timely payment of any sums or rent to be paid by one party to the other under this Lease. 25.16 Covenants Running with the Land. All of the covenants of Landlord contained in this Lease shall be covenants running with the land, and as such shall benefit the Premises and each person having any leasehold interest therein derived through Tenant and bind each successive owner of any portion of the Building and/or Project and each person having any interest derived therefrom. 25.17 Rule Against Perpetuities. If the Term of this Lease shall not have commenced within five (5) years from the date of this Lease, this Lease shall thereupon become null and void and have no further force and effect. 21 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 190 4.5.a 25.18 Partial Invalidity. Any provision of this Lease which shall prove to be invalid, void, or illegal shall in no way affect, impair or invalidate any other provision hereof and such other provisions shall remain in full force and effect. 25.19 Transmittal of Lease. This Lease is delivered to Landlord for examination only and does not constitute an offer to lease, and this Lease shall become effective only upon the execution and unconditional delivery thereof by both parties hereto. 25.20 Time. Time is of the essence as to the lawful performance of all duties and obligations set forth in this Lease. All time periods in this Lease will be deemed to refer to calendar days unless the time period specifically references business days. In the event the time for performance of any act under this Lease falls on a Saturday, Sunday, or state or national holiday, such time will automatically be extended to the next business day. 25.21 Intentionally Deleted 25.22 Holdover by Tenant. In the event Tenant remains in possession of the Premises after the expiration of the Term or sooner termination of this Lease and without the execution of an extension or new Lease, Tenant shall be deemed a Tenant at sufferance, subject to all the conditions of this Lease except that Fixed Rent shall be a sum equal to two hundred percent (200%) of the Fixed Rent which was payable under this Lease during the last full calendar month of the Term that immediately preceded the initial holdover period. Nothing herein contained shall be deemed to permit Tenant to retain possession of the Premises after the expiration of the Term or sooner termination of the Lease. Tenant shall defend, indemnify, and hold Landlord harmless from any and all liabilities, loss, cost and expense of every kind suffered by Landlord as a result of Tenant's holding over. The provisions of this paragraph shall survive the expiration of the Term or sooner termination of the Lease. 25.23 Limitation on Liability. Any monetary obligation or liability whatsoever of the Landlord that may at any time arise under or pursuant to this Lease or any obligation or liability that may be incurred by Landlord pursuant to any other instrument, transaction, or undertaking contemplated hereby, shall be satisfied, if at all, out of the Landlord's interest and estate in the Premises and the Project and the rents and proceeds therefrom. However, if the Landlord's interest in the Premises or Project is transferred, the Landlord shall remain liable for obligations accrued prior to the transfer and shall provide Tenant with reasonable assurance that any future owner will assume such liabilities. No obligation or liability whatsoever arising hereunder shall be personally binding on nor shall resort for the enforcement thereof be had to any other property of the Landlord or the private property of any of its officers, directors, stockholders, members, partners, employees, brokers, or affiliates, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise. However, nothing in this clause shall relieve Landlord from liability for claims arising from its gross negligence, willful misconduct, or violation of applicable law. Notwithstanding anything to the contrary in this Lease, in no event shall Landlord be liable for loss of business, consequential damages or special damages arising out of any matter related to this Lease except where such damages result directly from Landlord's gross negligence, willful misconduct, or failure to fulfill a material obligation under the Lease. 25.24 Office of Foreign Asset Control Compliance. Tenant represents and warrants to Landlord that Tenant is not a person with whom U.S. persons are restricted from doing business under regulations of the Office of Foreign Asset Control of the U.S. Department of the Treasury (including those named on its Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental statutes, regulations, orders or directives ("Blocked Person"). Tenant will not permit any portion of the Premises to be used, occupied or operated by or for the benefit of any Blocked Person. Tenant agrees to Landlord's legal obligations (a) not to do business with Blocked Persons, and (b) to freeze any assets of Blocked Persons which may come into Landlord's possession. Tenant will defend, indemnify and hold harmless Landlord from and against any 22 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 191 4.5.a and all claims arising from or related to any breach of this Section by Tenant. Tenant will not assign this Lease to a Blocked Person. 25.25 Applicable Law; Venue. This Lease will be construed according to the laws of the State of Florida without application of conflicts of laws principles. Any legal action or proceeding arising out of this Lease will be instituted in a court (federal or state) located in Miami -Dade County, Florida, which will be the exclusive jurisdiction and venue. In addition, Landlord and Tenant waive any objection either may now or hereafter have to the laying of venue of any legal action or proceeding in such courts, and further waive the right to plead or claim that any legal action or proceeding brought in such courts has been brought in an inconvenient forum. This provision will not be construed as a waiver of service of process in any action or proceeding. 25.26 JURY WAIVER; COUNTERCLAIMS. LANDLORD AND TENANT WAIVE TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING INVOLVING ANY MATTER WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH (A) THIS LEASE, (B) THE RELATIONSHIP OF LANDLORD AND TENANT, (C) TENANT'S USE OR OCCUPANCY OF THE PREMISES, OR (D) THE RIGHT TO ANY STATUTORY RELIEF OR REMEDY. 25.27 Future Declaration. Landlord may elect, at any time during the Term, to convert the Building or the Project or any portion or portions thereof (including the Commercial Component) to condominium or commercial ownership or other vertical subdivision or to an easement and operating agreement, declaration or similar instruments (a "Declaration"), and Tenant shall consent and cooperate with the Landlord as reasonably requested by Landlord in connection with a Declaration. (A) The obligations of Landlord under this Lease shall, at Landlord's option, either (i) continue to be performed and observed by Landlord as set forth herein, or (ii) shall have been assumed inwriting by (x) the successor landlord with respect to obligations hereunder to be performed within the Premises, and (y) ownership of the parcel or the board of managers or equivalent governing body of the condominium association or vertical subdivision, with respect to obligation hereunder affecting the Building and the Common Areas outside of the Premises; and (B) The Lease shall be automatically subject and subordinate to any such Declaration, but in the event of any conflict between the Declaration and this Lease, this Lease shall control. Tenant agrees, upon thirty (30) days written request of Landlord, to execute a document reasonably required or requested by Landlord to confirm the subordination of this Lease to the Declaration. 25.28 Counterparts. This Lease may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same document. This Lease may also be executed in duplicate, each of which shall be deemed an original. Facsimile or email copies of signatures will be binding on the parties as if they were original signatures. The executed counterparts together shall be considered an original and shall be binding on the Parties. The Parties will cooperate in exchanging original (non - facsimile) signature pages with each other. 25.29 Radon. Florida law requires the following notice to be provided with respect to the contract for sale and purchase of any building, or a rental agreement for any building: "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 health department." SIGNATURE PAGE FOLLOWS 23 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 192 4.5.a IN WITNESS WHEREOF, the parties hereto have entered into this Lease as of the day and year first above written. "LANDLORD" BLOCK 55 ORG OWNER, LLC, a Florida limited liability company By: SG Manager, LLC, a Florida limited liability company, its Manager By: Name: Title: "TENANT" Southeast Overtown/Park West Community Redevelopment Agency By: Name: Title: 24 Attachment: File # 16740 - Exhibit A (16740 : Lease Agreement at Block 55.) Packet Pg. 193 4.6 SEOPW Board of Commissioners Meeting October 24, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King and Members of the CRA Board From: James McQueen Executive Director Date: October 17, 2024 File: 16828 Subject: DISPOSITION OF PROPERTY Enclosures: File # 16828 - Exhibit A File # 16828 -Exhibit B BACKGROUND: <Insert Info> JUSTIFICATION: <Insert Info> FUNDING: <Insert Info> Packet Pg. 194 4.6 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: October 24, 2024 CRA Section: Brief description of CRA Agenda Item: Project Number (if applicable): YES, there are sufficient funds in Line Item: Account Code: Amount: NO (Complete the following source of funds information): Amount budgeted in the line item: $ Balance in the line item: $ Amount needed in the line item: $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL Project No./Index/Minot Object From $ To $ From $ To $ Comments Approved by: JaD01L`Que: Executive Director 10/17/2024 Approval: Miguel A ValcntiAT Finance Officer 10/17/2024 Page 2 of 5 Packet Pg. 195 4.6 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 16828 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), AUTHORIZING THE EXECUTIVE DIRECTOR WITH THE PROSPECTIVE AUTHORITY TO NEGOTIATE AND EXECUTE A SUBLEASE AGREEMENT ("SUBLEASE") ON OR AFTER DECEMBER 7, 2024, IN SUBSTANTIALLY THE FORM ATTACHED AS EXHIBIT "A," FOR 1,000 SQUARE FEET OF COMMERCIAL SPACE FOR RETAIL USE ("PURPOSE") AT 249 N.W. 6TH STREET, SUITE 108, MIAMI, FLORIDA, 33136, FOR WHICH TERMS MAY BE AMENDED BY THE EXECUTIVE DIRECTOR, ALL IN FORMS ACCEPTABLE TO COUNSEL, SUBJECT TO THE EXPIRATION OF THE 30-DAY NOTICE OF DISPOSITION OF PROPERTY AND REQUEST FOR PROPOSAL, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "B", PURSUANT TO FLORIDA STATUTES SECTION 163.380 3(A); PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2018 Updated Southeast Overtown/Park West Community Redevelopment Plan ("Plan"); and WHEREAS, Section 163.380, Florida Statutes authorizes the SEOPW CRA to "sell, lease, dispose of, or otherwise transfer real property or any interest therein" acquired within the Redevelopment Area "to any private person ... and may enter into contracts with respect thereto for ... commercial .. . use[s]," in accordance with the Plan only after the approval by the SEOPW CRA Board of Commissioners; and WHEREAS, Section 163.380 3(a), Florida Statutes further requires the SEOPW CRA to provide "public notice of such disposition by publication in a newspaper having a general circulation in the community, at least 30 days prior to the execution of any contract to ... [sub]lease ... real property" and to invite proposals from "private redevelopers or any persons interested" within thirty (30) days after the date of publication; and WHEREAS, Goal 2 of the Plan lists "creating viable commercial corridors within the C[ommunity] R[edevelopment] A[rea] through Public -Private Partnerships" as a stated redevelopment goal; and WHEREAS, Goal 4 of the Plan lists "targeting commercial ... ventures that will provide life sustainable jobs to residents..." as a stated redevelopment goal; and Page 3 of 5 Packet Pg. 196 4.6 WHEREAS, Principle 4 of the Plan provides that a variety of employment options "should be located within the neighborhoods" and "made available to existing residents of Overtown" as a stated guiding principle; and WHEREAS, the SEOPW CRA is currently pursuing tenancy at 249 N.W. 6th Street, Miami, Florida 33136 ("Property"), and will have access to approximately 1,000 leasable square feet of commercial space within the Property ("Premises"); and WHEREAS, the SEOPW CRA wishes to negotiate and execute a sublease on the Premises, in substantially the form attached as Exhibit "A," on or after December 7`11, 2024, for retail use at Unit 108 of the Property ("Purpose"), pursuant to Florida Statute 163.380 (3)(a), subject to expiration of the Public Notice and Request for Proposal No. 24-03, attached and incorporated herein as Exhibit "B"; and WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the SEOPW CRA's redevelopment goals and objectives; and WHEREAS, based on the recommendation and findings of the Executive Director, it is in the SEOPW CRA's best interest for the Board of Commissioners to prospectively authorize the Executive Director to sublease the Premises, and negotiate any and all documents necessary, on or after December 7th 2024, for which terms may be amended by the Executive Director, all -in forms acceptable to Counsel, for the Purpose stated herein. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby grants the Executive Director with the prospective authority to sublease the Premises, and negotiate and execute any and all documents necessary, on or after December 7th, 2024, for which terms may be amended by the Executive Director, all -in forms acceptable to Counsel, for the Purpose stated herein, subject to the expiration of Public Notice and Request for Proposal No. 24-03, attached and incorporated herein as Exhibit "B." Section 3. The Executive Director is authorized, without further Board approval, to negotiate and execute the Sublease, on or after December 7`h, 2024, substantially in the form attached as Exhibit "A," including any and all necessary documents to effectuate said sublease, all in forms acceptable to Counsel. Section 4. The Executive Director shall bring back to the Board of Commissioners a report regarding this matter within 30 days of its completion. Section 5. Sections of this Resolution may be renumbered or re -lettered and corrections of typographical errors which do not affect the intent may be authorized by the Executive Director, or the Executive Director's designee, without need of public hearing, by filing a corrected copy of the same with the City Clerk. Section 6. This Resolution shall become effective immediately upon its adoption. Page 4 of 5 Packet Pg. 197 4.6 APPROVED AS TO FORM AND LEGAL SUFFICIENCY: e Br Counsel 10/17/2024 Page 5 of 5 Packet Pg. 198 EXHIBIT "A" 4.6.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 Attachment: File # 16828 - Exhibit A (16828 : DISPOSITION OF PROPERTY) Packet Pg. 199 EXHIBIT "A" 4.6.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 I icenses, 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 Iimited to a general IiabiIity 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 Attachment: File # 16828 - Exhibit A (16828 : DISPOSITION OF PROPERTY) Packet Pg. 200 EXHIBIT "A" 4.6.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: Subleasee 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 Attachment: File # 16828 - Exhibit A (16828 : DISPOSITION OF PROPERTY) Packet Pg. 201 EXHIBIT "A" 4.6.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: [ 1 Attention: [ 1 [ 1 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 Attachment: File # 16828 - Exhibit A (16828 : DISPOSITION OF PROPERTY) Packet Pg. 202 EXHIBIT "A" 4.6.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 Attachment: File # 16828 - Exhibit A (16828 : DISPOSITION OF PROPERTY) Packet Pg. 203 EXHIBIT "A" 4.6.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 Attachment: File # 16828 - Exhibit A (16828 : DISPOSITION OF PROPERTY) Packet Pg. 204 EXHIBIT "A" 4.6.a EXHIBIT "A" FLOOR PLAN 7 Attachment: File # 16828 - Exhibit A (16828 : DISPOSITION OF PROPERTY) Packet Pg. 205 4.6.b EXHIBIT "B" PUBLIC NOTICE RFP NO: 24-03 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY NOTICE OF DISPOSITION AND REQUEST FOR PROPOSALS — 249 N.W. 6th Street, Suite 108, Miami, Florida 33136 The Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") pursuant to Florida Statute 163.380(3)(a), is declaring its intent to dispose of its interest in property leased by the SEOPW CRA located at 249 N.W. 6th Street, Suite 108, Miami, Florida 33136. The SEOPW CRA may sell, lease, or otherwise transfer its interest in property for uses in accordance with the 2018 Updated Southeast Overtown/Park West Community Redevelopment Plan ("Redevelopment Plan"). The SEOPW CRA is seeking proposals from small business retailers of urban wear, or any persons interested in undertaking the SEOPW CRA's interest in the property for use in accordance with the Redevelopment Plan. Completed responses must be delivered to the City of Miami - City Clerk's Office, 3500 Pan American Drive, Miami, Florida 33133 no later than 11:00am on November 6'h, 2024. Any Responses received after the above date and time or delivered to a different address or location will not be considered. The Redevelopment Plan may be obtained from the SEOPW CRA office at 819 N.W. 2"d Ave, 3rd Floor, Miami, Florida 33136, or from the SEOPW CRA webpage at: htto://www.miamicra.com/seogwcra/ pages/default.html. RFP documents may be obtained on or after October 7", 2024, from the SEOPW CRA office at 819 N.W. 2"d Ave, 3rd Floor, Miami, Florida 33136, or from the SEOPW CRA webpage at: http://www.miamicra.com/seogwcra/pages/procurement.html. The SEOPW CRA reserves the right to accept any responses deemed to be in the best interest of the SEOPW CRA, to waive any minor irregularities, omissions, and/or technicalities in any responses, or to reject any or all responses and to re -advertise for new responses as deemed necessary by the SEOPW CRA without notice. For more information, please contact the SEOPW CRA office at (305) 679-6800. Ad No. 43596 Packet Pg. 206 4.7 SEOPW Board of Commissioners Meeting October 24, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King Date: October 17, 2024 and Members of the CRA Board File: 16829 From: James McQueen Executive Director Subject: Approve: Series 2024 Bonds to be issued by the Southeast Overtown/Park West Community Redevelopment Enclosures: A Resolution of the Board of Commissioners ("Board") of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA"), with attachment(s), authorizing the Executive Director to enter into a Bond Purchase Agreement with Siebert Williams Shank & Co., LLC (the "Underwriter"), substantially in the form of the Bond Purchase Agreement, where the SEOPW CRA will issue Tax Increment Revenue Bonds, Series 2024, in one or more series (the "Series 2024 Bonds"), in an aggregate principal amount not to exceed One Hundred Fifty Million Dollars and Zero Cents ($150,000,000.00) to finance various community redevelopment grants and rehabilitation projects within the SEOPW CRA are established by an Interlocal Cooperation Agreement dated March 31, 1983 ("Purpose"). The Series 2024 Bonds are secured solely by a lien on and pledge of tax increment revenues paid into the east Overtown/Park West Community Redevelopment Trust Fund, established by Ordinance No. 82-115, enacted by the Board of County Commissioners of Miami -Dade County, Florida on December 21, 1982, Ordinance No. 9590, enacted by the City Commissioners of the City of Miami, Florida on April 6, 1983 and Ordinance No. 10018 enacted by the City Commissioners of the City of Miami, Florida on July 18, 1985. The exact terms of the Series 2024 Bonds, and the interest rate will be determined by the Executive Director upon the advice of the Bond Counsel retained by the SEOPW CRA to advise the SEOPW CRA in connection with the Series 2024 Bonds, subject to the following parameters: 1. The amount of the Series 2024 Bonds not exceeding $150,000,000 in aggregate principal amount. 2. An underwriting discount (including management fee and all expenses) not in excess of $3.50 per bond. 3. A true interest cost of not more than 5.50% per annum, with respect to the Series 2024 Bonds. 4. The final maturity date will be not later than March 1, 2042. Packet Pg. 207 4.7 The Series 2024 Bonds will be issued consistent with the Bond Purchase Agreement and the various resolutions previously adopted by the Board of SEOPW CRA. This Resolution authorizes the Executive Director to execute and deliver all documents required in connection with the issuance of the Series 2024 Bonds, agreements or certificates relating to the Series 2024 Bonds, in substantially the attached form: 1. 2024 Redevelopment Projects 2. Bond Purchase Agreement 3. Preliminary Official Statement 4. Continuing Disclosure Agreement 5. Escrow Deposit Agreement All of the foregoing documents have been extensively reviewed on behalf of the SEOPW CRA by its Financial Advisor, PFM Financial Advisors, LLC, its Bond Counsel, Bryant Miller Olive P.A., and its Disclosure Counsel. It is recommended that the Board of the SEOPW CRA approve and adopt the attached Resolution, authorizing the Executive Director pursuant to the Resolution to execute all the documents required to consummate the transaction contemplated by the anticipated bond documents, subject to the sale of the Series 2024 Bonds being consistent with the parameters outlined herein and in the attached Resolution. FUNDING: $150,000,000.00 secured by the pledge of tax increment revenues, with no back stop by the SEOPW CRA, the City or County. Page 2 of 28 Packet Pg. 208 4.7 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: October 24, 2024 CRA Section: Brief description of CRA Agenda Item: Project Number (if applicable): YES, there are sufficient funds in Line Item: Account Code: Amount: NO (Complete the following source of funds information): Amount budgeted in the line item: $ Balance in the line item: $ Amount needed in the line item: $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL Project No./Index/Minot Object From $ To $ From $ To $ Comments: Approved by: Executive Director 10/17/2024 Approval: I k Cr Miguel A Valcritir , F ?riance 0 c 10/17/2024 Page 3 of 28 Packet Pg. 209 4.7 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 16829 Final Action Date: A RESOLUTION OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY PROVIDING FOR THE ISSUANCE OF TAX INCREMENT REVENUE BONDS OF THE AGENCY TO FINANCE OR REFINANCE THE ACQUISITION AND CONSTRUCTION OF COMMUNITY REDEVELOPMENT PROJECTS IN THE REDEVELOPMENT AREA OF SUCH AGENCY; PROVIDING FOR THE PAYMENT AND SECURITY THEREOF; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING FOR AND AUTHORIZING THE ISSUANCE OF ITS TAX INCREMENT REVENUE BONDS, SERIES 2024 IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $150,000,000, TO BE ISSUED IN ONE OR MORE SERIES, FOR THE PURPOSE OF FINANCING CERTAIN GRANTS TO BE USED FOR THE CONSTRUCTION OR REHABILITATION OF AFFORDABLE HOUSING, FINANCING THE CONSTRUCTION OF OTHER CAPITAL IMPROVEMENTS IN THE REDEVELOPMENT AREA, AND REFINANCING CERTAIN OUTSTANDING OBLIGATIONS; DELEGATING THE AWARD OF THE SALE OF THE SERIES 2024 BONDS TO THE EXECUTIVE DIRECTOR; PROVIDING FOR SECURITY FOR THE HOLDERS OF SUCH SERIES 2024 BONDS; APPROVING THE FORM OF A PRELIMINARY OFFICIAL STATEMENT AND DELEGATING TO THE EXECUTIVE DIRECTOR THE AUTHORITY TO DEEM FINAL FOR CERTAIN PURPOSES AND APPROVE THE USE OF AND DISTRIBUTION OF THE PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT WITH RESPECT TO THE SERIES 2024 BONDS; APPOINTING A REGISTRAR, PAYING AGENT AND FISCAL AGENT; APPOINTING AN ESCROW AGENT; APPOINTING A VERIFICATION AGENT; PROVIDING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE THEREOF; PROVIDING CERTAIN OTHER DETAILS WITH RESPECT THERETO; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Part III, Chapter 163, Florida Statutes (the "Redevelopment Act"), there was created by actions of Miami -Dade County, Florida (the "County") and the City of Miami, Florida (the "City") the Southeast Overtown/Park West Community Redevelopment Agency (the "Agency") within the limits of the City; and WHEREAS, the Board of County Commissioners of the County (the "County Commission") and the City Commission of the City (the "City Commission") have held all public hearings and have accomplished all actions required to be taken under the Redevelopment Act in order to (i) designate the site of the Projects as a slum or blighted area Page 4 of 28 Packet Pg. 210 4.7 under the Redevelopment Act (ii) adopt the community redevelopment plan for the site of the Projects, and (iii) create the hereinafter described Redevelopment Trust Fund; and WHEREAS, the City and the County entered into an Interlocal Cooperation Agreement dated March 31, 1983, as amended, including, without limitation, by Amendments to Interlocal Cooperation Agreement dated November 15, 1990, as further amended by Amendment to 1983 Interlocal Cooperation Agreement dated January 22, 2010 between the City, the County and the Agency (collectively, the "Interlocal Agreement"), which provided for the exercise of redevelopment powers by the City in the redevelopment area of the Agency (the "Redevelopment Area"), the implementation of the community redevelopment plan for the Redevelopment Area (as modified from time to time, the "Redevelopment Plan"), the delegation by the County to the City of certain powers, and the use of tax increment financing to pay the costs of the implementation of the Redevelopment Plan; and WHEREAS, pursuant to the Interlocal Agreement there was established in accordance with Ordinance No. 82-115 enacted by the County Commission on December 21, 1982 ("Ordinance No. 82-115"), Ordinance No. 9590 enacted by the City Commission on April 6, 1983 and Ordinance No. 10018 enacted by the City Commission on July 18, 1985, the Southeast Overtown/Park West Community Redevelopment Trust Fund (the "Redevelopment Trust Fund"); and WHEREAS, pursuant to Section 4 of Ordinance No. 82-115, beginning with the twentieth year after the date of sale of the initial bonding or indebtedness and in every year thereafter, the County's annual appropriation of tax increment revenues to the Redevelopment Trust Fund shall not exceed the amount which is deposited in the nineteenth year; and WHEREAS, pursuant to an Interlocal Agreement dated August 6, 2007 among the Children's Trust District, the Agency, the OMNI CRA (as defined herein) and the City (the "Children's Trust Fund Interlocal Agreement"), the Agency agreed that the Children's Tax Increment Revenues (as defined herein) would be used for debt service on, and other obligations relating to, existing debts of the Agency only after all other available Tax Increment Revenues have been exhausted for such purpose; and WHEREAS, because the Series 2024 Bonds issued hereunder will be issued after the date of the Children's Trust Fund Interlocal Agreement, the Children's Tax Increment Revenues shall be excluded from the Pledged Tax Increment Revenues described herein; and WHEREAS, pursuant to Section 5.e of the Interlocal Agreement dated December 31, 2007 among the Agency, the City, the County and the OMNI CRA, as amended (the "2007 Interlocal Agreement"), for fiscal year 2017 through 2030, the Agency may not budget in excess of 50% of the tax increment revenues collected from certain projects described in the 2007 Interlocal Agreement and must return 45% of tax increment revenues collected from such projects to the taxing authorities which paid such revenues into the Redevelopment Trust Fund, however the City has agreed to return its portion back to the Agency for the development of affordable housing by the Agency (the "2007 Interlocal Agreement TIF Revenues"); and Page 5 of 28 Packet Pg. 211 4.7 WHEREAS, the 2007 Interlocal Agreement TIF Revenues shall be excluded from the Pledged Tax Increment Revenues described herein; and WHEREAS, pursuant to the Gran Central Loan Agreement dated January 20, 1998 between the City and Gran Central Corporation (the "Gran Central Loan Agreement"), the City has agreed to utilize Tax Increment Revenues generated from the Designated Area (as herein defined) (the "Gran Central Designated Area TIF Revenues") for certain obligations described therein and that do not include debt service on the Series 2024 Bonds (hereinafter defined); and WHEREAS, the Gran Central Designated Area TIF Revenues shall be excluded from the Pledged Tax Increment Revenues described herein; and WHEREAS, pursuant to an Interlocal Cooperation Agreement dated March 1, 2000 among the City, the Agency and the OMNI CRA (the "2000 Interlocal Agreement"), it was agreed that the City, at the request of the Agency, shall be the fiduciary for the Agency and the Agency was designated as the exclusive party responsible for the planning, development, program management, technical assistance, coordination, project administration, monitoring and other services required for the completion of the projects within the Redevelopment Area of the Agency; and WHEREAS, the Agency has requested in accordance with the 2000 Interlocal Agreement that the City serve as the fiduciary to the Agency; and WHEREAS, pursuant to the Interlocal Agreement between the Agency, the City and the South Florida Regional Transportation Agency dated November 8, 2016 (the "SFRTA Interlocal Agreement"), the City is expected to issue City Debt secured by Tax Increment Revenues generated in the Redevelopment Area (or such other security agreed to by the City and the Agency), upon the occurrence of certain conditions; and WHEREAS, the City Debt may be paid from the proceeds of the Series 2024 Bonds; and WHEREAS, the Agency has agreed to utilize Tax Increment Revenues generated from certain designated areas for certain obligations described herein and such Tax Increment Revenues will not be available for debt service on the Series 2024 Bonds; and WHEREAS, the Agency desires to issue its Tax Increment Revenue Bonds, Series 2024 (the "Series 2024 Bonds") to finance the construction of the 2024 Redevelopment Projects which undertaking may be accomplished through grants to for -profit and/or not -for -profit businesses, to refund all or a portion of the outstanding Series 2014 Bonds, to fund reserves for the Series 2024 Bonds, to pay the City Obligation, if required, and to pay costs of issuance of the Series 2024 Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, that: Page 6 of 28 Packet Pg. 212 4.7 SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the Constitution of the State of Florida, the Redevelopment Act, the Interlocal Agreement, the Master Resolution, and other applicable provisions of law. SECTION 2. DEFINITIONS. All capitalized undefined terms shall have the same meaning as set forth in the Master Resolution. Capitalized terms in the WHEREAS clauses shall have the meanings used therein, and unless the context otherwise requires, terms used herein shall have the meanings specified below: "Additional Bonds" means additional obligations issued in compliance with the terms, conditions and limitations contained herein which will have an equal lien on the Pledged Revenues with the Series 2024 Bonds and the Series 2014 Bonds, to the extent provided herein. "Agency" means the Southeast Overtown/Park West Community Redevelopment Agency and any governmental entity as successor thereto that assumed the duties of the Agency hereunder. "Bond Counsel" means Bryant Miller Olive P.A., Bond Counsel, or any other counsel designated by the Agency and experienced in matters relating to the validity of and exclusion from federal income taxation of interest on, obligations of states and their political subdivisions. "Bond Purchase Agreement" means the Bond Purchase Agreement between the Agency and the Underwriter in connection with the sale of the Series 2024 Bonds and dated the date of sale of the Series 2024 Bonds. "Bond Year" means the annual period beginning on the second day of March of each year and ending on the first day of March of the following year. "Bonds" means (i) the unrefunded portion of the Series 2014 Bonds, (ii) the Series 2024 Bonds, and (iii) any Additional Bonds issued pursuant to Article X of Master Resolution. "Bondholder," "Registered Owner," "Holder" and "Owner" mean the registered owner (or its authorized representative) of a Bond. "Business Day" means any day other than (i) a Saturday or Sunday, (ii) any day on which the offices of the Agency, Paying Agent, Bond Insurer or Registrar are closed, or (iii) any day on which banking institutions are authorized or required by law, executive order or governmental decree to be closed in the City of New York or the State. "Chairwoman" means the Chairwoman of the Agency, or in her absence or unavailability or inability to perform, the Vice Chairman of the Agency. "Children's Trust Fund Interlocal Agreement" means the Interlocal Agreement dated August 6, 2007 among the Children's Trust District, the Agency, the OMNI CRA and the City. Page 7 of 28 Packet Pg. 213 4.7 "Children's Tax Increment Revenues" means the portion of the Tax Increment Revenues derived from the imposition of a half -mil tax levied by the Children's Trust District against real property located within the Redevelopment Area. "Children's Trust District" means The Children's Trust, Miami -Dade County, an independent special taxing district created by Miami -Dade County pursuant to Section 125.901, Florida Statutes. "City" means the City of Miami, Florida. "City Debt" means the (i) City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Bonds to be issued by the City pursuant to the SFRTA Interlocal Agreement, or (ii) a loan from the City to the Agency for payment of the obligations under the SFRTA Interlocal Agreement. "City Obligation" means the debt service payable to the City secured by Tax Increment Revenues (or such other security agreed to by the City and the Agency) for the payment of the City Debt. "City Commission" means the City Commission of the City of Miami. "Code" means the Internal Revenue Code of 1986, as amended, and applicable corresponding provisions of any future laws of the United States of America relating to federal income taxation, and except as otherwise provided herein or required by the context thereof, includes interpretations thereof contained or set forth in the applicable regulations of the Department of Treasury (including applicable final regulations, temporary regulations and proposed regulations), the applicable rulings of the Internal Revenue Service (including published Revenue Rulings and private letter rulings), and applicable court rulings. "County" means Miami -Dade County, Florida. "County Commission" means the Board of County Commissioners of the County. "Designated Portion of the Redevelopment Area" means the area generally bounded by the Metrorail on the west, Northwest First Street on the south, Miami Avenue on the east, and Northwest Fifth Street on the north, which was added to the Redevelopment Area by Resolution No. R-63-86 adopted by the County on January 21, 1986. "Downtown Retail TIF Obligation" means the obligation of the Agency pursuant to the Block 55 Development Agreement dated as of October 1, 2018, as amended, by and between the Agency and Downtown Retail Associates LLC (the "Downtown Developer"), to make payments to the Downtown Developer equal to 70% of the tax incremental tax revenues received by the Agency with respect to the improvements on the property minus certain deductions. Page 8 of 28 Packet Pg. 214 4.7 "DTC" means The Depository Trust Company, New York, New York, and its successors and assigns. "Escrow Agent" means Regions Bank, Jacksonville, Florida and its successors or assigns. "Escrow Deposit Agreement" means the escrow deposit agreement between the Agency and the Escrow Agent. "Executive Director" means the officer of the Agency who is performing the duties of the Executive Director of the Agency. "Finance Officer" means the Finance Officer of the Agency who is performing the duties and functions of a finance officer for the Agency. "Financial Advisor" means PFM Financial Advisors, LLC, or any other financial advisor designated by the Agency and qualified to provide financial advisory services to governmental entities. "Gibson Park Obligation" means the obligation of the Agency to pay to the City amounts relating to the Gibson Park improvements. "Gran Central Designated Area TIF Revenues" means the portion of the Tax Increment Revenues generated from the Designated Portion of the Redevelopment Area and deposited into the Redevelopment Trust Fund and obligated by the City to be used to repay the obligation of the City under the Gran Central Loan Agreement, if any. "Gran Central Loan Agreement" means the Gran Central Loan Agreement dated January 20, 1998 between the City and Gran Central Corporation, a Florida Corporation. "Grand Central TIF Obligation" means the obligation of the Agency pursuant to the First Amended and Restated Covenant dated as of February 1, 2021 by and between the Agency and Grand Central Holdings, LLC (the "Grand Central Developer"), to make payments to the Grand Central Developer equal to 65% of the tax incremental tax revenues received by the Agency with respect to the improvements on the property minus certain deductions. "Master Resolution" means Resolution No. CRA-R-12-0061 adopted on September 17, 2012, as amended and supplemented from time to time, authorizing the issuance of Bonds. "Miami World Center TIF Obligation" means the obligation of the Agency pursuant to the Amended and Restated Miami WorldCenter Economic Incentive Agreement dated as of February 21, 2017 among the Agency, Miami First, LLC, Miami Third, LLC, Miami Fourth, LLC, Miami A/I, LLC, Block G Phase I LLC, Block G Phase 2 LLC and Tower 2, LLC (collectively, the "WorldCenter Developers"), to make payments to the WorldCenter Developers equal to 57% of the tax incremental tax revenues received by the Agency with respect to the improvements on the property minus certain deductions. Page 9 of 28 Packet Pg. 215 4.7 "Modified Pledged Tax Increment Revenues" means the Pledged Tax Increment Revenues received by the Agency in the immediately preceding Fiscal Year, modified to reflect the Pledged Tax Increment Revenues which the Agency would have received in such Fiscal Year (a) if (i) the total assessed valuation of the taxable real property in the Redevelopment Area used to determine the amount of Pledged Tax Increment Revenues to be received by the Agency in such Fiscal Year had been equal to the total assessed valuation of the taxable real property in the Redevelopment Area determined in the most recent Property Assessment Certification of the County Property Appraiser, or the total assessed valuation of such taxable real property after the final determination of all property assessment appeals to the property appraisal assessment board appointed under Florida law, whichever is most recent; and (ii) the millage rates of the taxing authorities contributing to the Redevelopment Trust Fund used to determine the amount of the Pledged Tax Increment Revenues to be received by the Agency in such Fiscal Year had such millage rates been reduced or rolled -back, in accordance with applicable law then in effect, to reflect the increase in the assessed valuation of the taxable real property in the Redevelopment Area set forth in clause (i) above, or the actual millage rates adopted by such taxing authorities subsequent to the most recent Property Assessment Certification referred to above, if then available; provided, however, that such Pledged Tax Increment Revenues determined in accordance with clause (i) and (ii) above shall be pro -rated for a partial year assessment, if applicable, and (b) with respect to the amount of the Pledged Tax Increment Revenues received by the Agency in each Fiscal Year prior to Fiscal Year 2017, assuming that the provisions of 5.e of the 2007 Interlocal Agreement were then in effect (Section 5.e of the 2007 Interlocal Agreement provides that for Fiscal Years 2017 through 2030, the Agency may not budget in excess of 50% of the tax increment revenues collected from certain projects described in the 2007 Interlocal Agreement and must return 45% of the tax increment revenues collected from such projects to the taxing authorities which paid such revenues into the Redevelopment Trust Fund as provided therein, however the City has agreed to return its portion back to the Agency for the development of affordable housing by the Agency (the "2007 Interlocal Agreement TIF Revenues")), thereby resulting in a reduction in the amount of the Pledged Tax Increment Revenues received by the Agency in each such Fiscal Year in an amount equal to the assumed 2007 Interlocal Agreement TIF Revenues for such Fiscal Year. "OMNI CRA" means the Community Redevelopment Agency for the Omni Community Redevelopment District, as amended, created pursuant to Resolution No. 86-868 of the City and Ordinance No. 87-47 of the County. "Parity Obligations" means obligations of the Agency, other than Bonds, and other obligations issued or incurred as permitted hereunder and secured by a lien on the Pledged Tax Increment Revenues on parity with the lien thereon securing the Bonds as provided herein. "Paying Agent" means Regions Bank, Jacksonville, Florida and its successors and assigns. "Person" means an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization or governmental entity. Page 10 of 28 Packet Pg. 216 4.7 "Pledged Revenues" means Pledged Tax Increment Revenues and amounts held in the funds and accounts established by this Resolution, except that (i) amounts held in the Rebate Account shall be used solely for the purposes provided in this Resolution and (ii) amounts in the subaccounts in the Reserve Account and Construction Fund shall secure only the Series of Bonds for which it was established in accordance with the provisions hereof. "Pledged Tax Increment Revenues" means Tax Increment Revenues, excluding for all purposes the 2007 Interlocal Agreement TIF Revenues, the Gran Central Designated Area TIF Revenues, the Children's Tax Increment Revenues, the Miami World Center TIF Obligation, Downtown Retail Obligation, the Grand Central TIF Obligation, the City Obligation, the Gibson Park Obligation, and those revenues specifically excluded in the Redevelopment Act, all as more particularly set forth in Section 7.01 of the Master Resolution; provided, however, that the tax increment revenues generated within any additional areas designated to be included within the Redevelopment Area of the Agency and designated by the County and City to be slum or blighted areas within the meaning of the Redevelopment Act shall not constitute Pledged Tax Increment Revenues hereunder and shall not be subject to the pledge and lien created by this Resolution, unless (a) the Redevelopment Plan is amended to include such additional areas, and tax increment revenues generated within such additional areas are required under the Act to be deposited in the Redevelopment Trust Fund and (b) this Resolution is supplemented to expressly pledge the Tax Increment Revenues generated within such additional areas to the payment of the Bonds. "Redevelopment Act" means the Community Redevelopment Act of 1969, Chapter 163, Part III, Florida Statutes, as amended. "Redevelopment Trust Fund" means the Southeast Overtown/Park West Community Redevelopment Trust Fund authorized by the Interlocal Agreement and established by Ordinance No. 82-115, enacted by the County Commissioners on December 21, 1982, Ordinance No. 9590, enacted by the City Commission on April 6, 1983 and Ordinance No. 10018 enacted by the City Commission on July 18, 1985, into which Tax Increment Revenues are deposited for repayment of debt service on the Bonds and authorized uses. "Refunded Bonds" means all or a portion of the Agency's outstanding Tax Increment Revenue Bonds, Series 2014A. "Registrar" means Regions Bank, Jacksonville, Florida and its successors and assigns. "Reserve Requirement" means, with respect to the Composite Reserve Subaccount, the Composite Reserve Requirement and with respect to each Series of Bonds issued hereunder that is not secured by the Composite Reserve Subaccount, the amount of money, if any, or available amount of a Reserve Product, if any, or a combination thereof, required by Supplemental Resolution adopted or otherwise designated by the Agency prior to the issuance of such Series of Bonds to be maintained in the subaccount in the Reserve Account with respect to such Series of Bonds pursuant to Section 13 hereof. Page 11 of 28 Packet Pg. 217 4.7 "Series 2014 Bonds" means any unrefunded portion of the Agency's Tax Increment Revenue Bonds, Series 2014A. "Series 2024 Bonds" means the Agency's Tax Increment Revenue Bonds, Series 2024 authorized to be issued herein, in one or more series. "State" means the State of Florida. "Tax Increment Revenue Bond Fund" means the fund created pursuant to Section 7.02 of the Master Resolution. "Tax Increment Revenues" means the moneys deposited into the Redevelopment Trust Fund (including all amounts on deposit therein on the date of delivery of the Series 2024 Bonds) as required by Section 163.387, Florida Statutes, annually by taxing authorities levying ad valorem taxes in the Redevelopment Area. "2000 Interlocal Agreement" means the Interlocal Cooperation Agreement dated March 1, 2000 among the City, the Agency and the OMNI CRA. "2007 Interlocal Agreement" means the Interlocal Agreement dated December 31, 2007, among the City, the County and the OMNI CRA. "2007 Interlocal Agreement TIF Revenues" shall have the meaning given in the WHEREAS clauses herein. "2024 Redevelopment Projects" means the Projects within the Redevelopment Area more particularly described on Exhibit "A" attached, in each case to be financed in whole or in part with proceeds of the Series 2024 Bonds. "Underwriter" means Siebert Williams Shank & Co., LLC. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that: The findings, declaration and determinations made by the City Commission and the County Commission defining the Redevelopment Area and approving the Redevelopment Plan are hereby adopted as findings, declarations and determinations of the Agency and are incorporated herein by reference. The Pledged Tax Increment Revenues are not currently pledged or encumbered in any manner, except to the payment of the Series 2014 Bonds and the Refunded Bonds. The existence of the slum and blighted areas in the Redevelopment Area and the shortage of affordable housing therein directly adversely affect the health, safety and welfare of the citizens and taxpayers therein and in the County. Page 12 of 28 Packet Pg. 218 4.7 The deterioration and blight in the Redevelopment Area and the shortage of affordable housing are such that they cannot be remedied without intervention by the Agency to provide economic incentives to encourage redevelopment. It is necessary to provide economic incentives to not -for -profit businesses and/or to private for -profit businesses through grants of land and/ or money, which at the discretion of the Agency or its agent, may or may not be forgiven, to be applied to the 2024 Redevelopment Projects, in order to encourage the development of affordable housing and economic development in the Redevelopment Area through the construction of the 2024 Redevelopment Projects. The 2024 Redevelopment Projects will provide a substantial benefit to the citizens in the Redevelopment Area and the County and will serve a paramount public purpose with only incidental benefits accruing to the private developers receiving the grants of money to be applied to the 2024 Redevelopment Projects and to the affordable housing project to be included as part of the 2024 Redevelopment Projects. The rehabilitation and redevelopment of the Redevelopment Area is necessary and in the interest of the public health, safety, morals and welfare of the citizens within the Redevelopment Area and the County and in order to carry out such rehabilitation and redevelopment it is necessary and appropriate for the Agency to finance the 2024 Redevelopment Projects. It is necessary and in the best interests of the Agency to undertake or cause to be undertaken, the 2024 Redevelopment Projects and to issue the Series 2024 Bonds to finance the 2024 Redevelopment Projects, directly or through the issuance of grants to for -profit or not -for- profit businesses, to fund reserves for the Series 2024 Bonds, to refund the Refunded Bonds, to pay the City Obligation, if required, and to pay or reimburse the Agency for Costs of the 2024 Redevelopment Projects. The Agency is authorized under the Redevelopment Act to issue the Series 2024 Bonds to finance the undertaking of the 2024 Redevelopment Projects, to fund reserves for the Series 2024 Bonds, refund the Refunded Bonds, to pay the City Obligation, if required, and to pay or reimburse the Agency for Costs of the 2024 Redevelopment Projects. The 2024 Redevelopment Projects are undertakings of community redevelopment as described in the Redevelopment Act. The Series 2024 Bonds authorized and issued hereunder and under the Master Resolution shall be issued consistent with "community redevelopment" projects as defined in the Redevelopment Act. The estimated Pledged Revenues will be sufficient to pay the principal of and interest on the Series 2024 Bonds, as the same become due, and all other payments provided for in this Resolution. Page 13 of 28 Packet Pg. 219 4.7 The principal of and interest on the Bonds to be issued pursuant to this Resolution and all other payments provided for in this Resolution will be secured solely by a pledge of, and will be payable from the Pledged Revenues, which the Agency has full power and authority to pledge in the manner provided herein; and shall not be deemed to constitute a general or moral indebtedness or a pledge of the faith and credit of the Agency, the County, the City, the State or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation. The Agency has no taxing power. The Agency has provided notice of its intent to authorize the issuance of the Series 2024 Bonds in accordance with Section 163.346, Florida Statutes. SECTION 4. THIS RESOLUTION TO CONSTITUTE A CONTRACT. In consideration of the acceptance of the Series 2024 Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution and the Master Resolution shall be deemed to be and shall constitute a contract between the Agency and such Holders. The covenants and agreements herein set forth and in the Master Resolution to be performed by the Agency shall be for the equal benefit, protection and security of the legal Holders of any and all of the Series 2024 Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the Series 2024 Bonds over any other thereof, except as expressly provided therein and herein. SECTION 5. AUTHORIZATION OF 2024 REDEVELOPMENT PROJECTS; AND ISSUANCE OF SERIES 2024 BONDS. The 2024 Redevelopment Projects and the payment of the Costs thereof from proceeds of the Series 2024 Bonds is hereby authorized. The 2024 Redevelopment Projects are "community redevelopment" projects and "undertakings" as defined in the Redevelopment Act. Subject and pursuant to the provisions hereof, the Series 2024 Bonds to be known as the "Southeast Overtown/Park West Community Redevelopment Agency Tax Increment Revenue Bonds, Series 2024" (or if such Series 2024 Bonds are issued in more than one series, or in a different calendar year, such other name and/ or series designation as the Chairwoman shall direct) are hereby authorized to be issued as tax-exempt or taxable in one or more series in the aggregate original principal amount of not to exceed $150,000,000 or such lesser amount as may be approved by the Chairwoman for the purpose of financing all or a portion of the Costs of the 2024 Redevelopment Projects, funding any reserves, refunding the Refunded Bonds, paying the City Obligation, if required, and paying the costs of issuance and expenses associated therewith. Notwithstanding anything herein to the contrary, based upon advice of the Financial Advisor to the Agency that it is in the best financial interest of the Agency, and the advice of Bond Counsel, the Agency may elect to issue any of the Series 2024 Bonds and/ or may combine such Bonds into one or more Series and may modify the name or designation of each series of such Bonds accordingly. Page 14 of 28 Packet Pg. 220 4.7 The Series 2024 Bonds shall be dated as of the date of delivery of such Series 2024 Bonds to the Underwriter; shall be issued as fully registered Series 2024 Bonds; shall be in such denominations and shall bear interest at a rate or rates not exceeding the maximum rate permitted by law, shall consist of such amounts of Serial Bonds and/or Term Bonds; maturing in such amounts and in such years not exceeding the maximum length permitted under the Redevelopment Act. The Series 2024 Bonds shall be numbered consecutively from one upward preceded by the letter "R" prefixed to the number. The Series 2024 Bonds shall not be issued as Variable Rate Bonds. The 2024 Redevelopment Projects are not the types of projects described in Section 163.370(3), Florida Statutes. SECTION 6. AUTHORIZATION OF REFUNDING. There is hereby authorized the refunding of the Refunded Bonds, subject to Section 21 hereof. SECTION 7. PROVISIONS FOR REDEMPTION. The Series 2024 Bonds shall be subject to redemption prior to their maturity, at the option of the Agency, at such times and in such manner as shall be fixed by Section 14. SECTION 8. BOOK ENTRY SYSTEM. Notwithstanding any provision of this Resolution to the contrary, a book -entry system of registration is hereby authorized for the Series 2024 Bonds. So long as the Agency shall maintain a book -entry only system with respect to the Series 2024 Bonds, the following provisions shall apply: Upon initial issuance, the ownership of each such Series 2024 Bond shall be registered in the registration books kept by the Registrar in the name of Cede, as nominee of DTC. A blanket issuer letter of representations (the "BLoR") was entered into by the Agency with The Depository Trust Company ("DTC"). It is intended that the Series 2024 Bonds be registered so as to participate in a global book -entry system with DTC as set forth herein and in such BLoR. The terms and conditions of such BLoR shall govern the registration of the Series 2024 Bonds. The Series 2024 Bonds shall be initially issued in the form of a single fully registered Bond for each maturity of such Series. Upon initial issuance, the ownership of such Series 2024 Bonds shall be registered by the Registrar in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. So long as any Series 2024 Bond is registered in the name of DTC (or its nominee), the Agency, the Registrar and the Paying Agent may treat DTC (or its nominee) as the sole and exclusive holder of such Series 2024 Bonds registered in its name, and all payments with respect to the principal or redemption price of, if any, and interest on such Series 2024 Bond ("Payments") and all notices with respect to such Series 2024 Bond ("Notices") shall be made or given, as the case may be, to DTC. Transfers of Payments and delivery of Notices to DTC Participants shall be the responsibility of DTC and not of the Agency, subject to any statutory and regulatory requirements as may be in effect from time to time. Transfers of Payments and delivery of Notices to beneficial owners of the Series 2024 Bonds by DTC Participants shall be the Page 15 of 28 Packet Pg. 221 4.7 responsibility of such participants, indirect participants and other nominees of such beneficial owners and not of the Agency, subject to any statutory and regulatory requirements as may be in effect from time to time. Upon (a) receipt by the Agency of written notice from DTC (i) to the effect that a continuation of the requirement that all of the Outstanding Series 2024 Bonds be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, is not in the best interest of the beneficial owners of the Series 2024 Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, (b) termination, for any reason, of the agreement among the Agency, the Registrar and Paying Agent and DTC evidenced by the BLoR, or (c) determination by the Agency that such book -entry only system should be discontinued by the Agency, and compliance with the requirements of any agreement between the Agency and DTC with respect thereto, the Series 2024 Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names Holders shall designate, in accordance with the provisions hereof. In such event, the Agency shall issue and the Registrar shall authenticate, transfer and exchange Series 2024 Bonds consistent with the terms hereof, in denominations of $5,000 or any integral multiple thereof to the Holders thereof. The foregoing notwithstanding, until such time as participation in the book -entry only system is discontinued, the provisions set forth in the BLoR shall apply to the registration and transfer of the Series 2024 Bonds and to Payments and Notices with respect thereto. SECTION 9. APPLICATION OF PROVISIONS OF THE MASTER RESOLUTION. The Series 2024 Bonds, herein authorized, shall for all purposes (except as herein expressly provided) be considered to be issued under the authority of the Master Resolution, and shall be entitled to all the protection and security provided therein for the Bonds issued thereunder. The principal of and interest on the Series 2024 Bonds herein authorized shall be payable from the Debt Service Fund established in the Master Resolution on a parity with any other Bonds, and payments shall be made into such Debt Service Fund by the Agency in amounts fully sufficient to pay the principal of and interest on the Series 2024 Bonds herein authorized as such principal and interest become due. SECTION 10. APPLICATION OF SERIES 2024 BOND PROCEEDS. The proceeds, including accrued interest and premium, if any, received from the sale of any or all of the Series 2024 Bonds shall be applied by the Agency simultaneously with the delivery of such Series 2024 Bonds to the purchaser thereof, as follows: A. The capitalized interest, if any, shall be deposited into the Debt Service Fund and shall be used only for the purpose of paying interest becoming due on the Series 2024 Bonds. B. The initial Reserve Requirement for such Series 2024 Bonds, as determined pursuant to Section 13.B., shall be deposited in the subaccount in the Reserve Account created Page 16 of 28 Packet Pg. 222 4.7 pursuant to the Master Resolution for the benefit of the Series 2024 Bonds, and shall be used only for the purposes provided therefor. C. A sum as specified in the Escrow Deposit Agreement shall be deposited to the escrow account pursuant to the Escrow Deposit Agreement, if required. D. A sum specified in a certificate of the Executive Director of the Agency shall be paid to the City for satisfaction of the City Obligation, if the City Obligation has been issued and is outstanding prior to the delivery of the Series 2024 Bonds. E. Pursuant to Section 7.03 of the Master Resolution, there is hereby established a separate account in the Construction Fund (the "Series 2024 Bonds Account") for the 2024 Redevelopment Projects to be financed by the Series 2024 Bonds. A sum specified in a certificate of the Executive Director of the Agency shall be deposited into the Series 2024 Bonds Account of the Construction Fund. F. To the extent not paid by the original purchasers of the Series 2024 Bonds, the Agency shall pay all costs and expenses in connection with the issuance, sale and delivery of the Series 2024 Bonds. SECTION 11. BONDS NOT TO BE INDEBTEDNESS OF THE AGENCY. The Series 2024 Bonds shall not be or constitute general or moral obligations or indebtedness or a pledge of the faith and credit of the Agency, the City, the County, the State or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be limited obligations of the Agency, payable solely from and secured by a lien upon and a pledge of the Pledged Revenues, in the manner and to the extent herein provided. No Bondholder shall ever have the right directly or indirectly, to compel the exercise of the ad valorem taxing power of the City, the County, the State or any political subdivision thereof or taxation in any form on any real or personal property to pay such Series 2024 Bonds or the interest or premium, if any, thereon or for the payment of any other amounts provided herein. The Agency has no taxing power. The Series 2024 Bonds and the indebtedness evidenced thereby shall not constitute a lien upon any other funds or property of the Agency, and no Bondholder shall be entitled to payment of such principal, interest and premium, if any, from any other funds of the Agency other than the Pledged Revenues, in the manner and to the extent herein provided. SECTION 12. PLEDGE OF REVENUES. The payment of the principal of, premium, if any, and interest on the Series 2024 Bonds shall be secured forthwith equally and ratably by an irrevocable lien on the Pledged Revenues, all in the manner and to the extent provided herein, and, as provided herein, the Agency does hereby irrevocably pledge such Pledged Revenues, all to the payment of the principal of, premium, if any, and interest on the Series 2024 Bonds, the funding and maintaining of the reserves therefor as required herein and for all other payments as provided herein. The pledge and lien on Pledged Revenues securing the Series 2024 Bonds shall be prior and superior to all other liens or encumbrances on the Pledged Revenues; provided, however, that the pledge of and lien on the Pledged Tax Increment Revenues shall be Page 17 of 28 Packet Pg. 223 4.7 on a parity with the pledge thereof and lien thereon securing the unrefunded portion of the Series 2014 Bonds, and any Parity Obligations issued or incurred as provided in Section 10.02 of Master Resolution. SECTION 13. RESERVE ACCOUNT. A. Reserve Account. Pursuant to the Master Resolution, the Agency is authorized to establish a separate account within the Reserve Account for the benefit of the Series 2024 Bonds. The Agency hereby elects to establish such account and on the date of issuance of the Series 2024 Bonds there shall be on deposit therein the Reserve Requirement for the Series 2024 Bonds. B. Delegation of Reserve Requirement. Subject to parameters set forth in this Section, the Agency hereby authorizes the Executive Director to determine the Reserve Requirement for the Series 2024 Bonds, in consultation with the Financial Advisor. The Reserve Requirement for the Series 2024 Bonds shall not exceed an amount which equals the lesser of (i) the Maximum Annual Debt Service on the Series 2024 Bonds occurring in any year, (ii) 125% of the average Debt Service Requirement on the Series 2024 Bonds, and (iii) 10% of the aggregate stated original principal amount of the Series 2024 Bonds; provided however, that the Reserve Requirement for the Series 2024 Bond could be zero. The Executive Director shall execute a certificate dated the date of delivery of the Series 2024 Bonds certifying the Reserve Requirement for the Series 2024 Bonds. SECTION 14. DELEGATION OF AWARD OF SERIES 2024 BONDS. Subject to full satisfaction of the conditions set forth in this Section, the Board of the Agency hereby authorizes a delegated negotiated sale of the Series 2024 Bonds to the Underwriter in accordance with the terms of the Bond Purchase Agreement to be dated the date of sale and to be substantially in the form attached hereto as Exhibit "B", with such changes, amendments, modifications, omissions and additions thereto as shall be approved by the Executive Director in accordance with the provisions of this Section (including, without limitation, making the final determination concerning the structuring and marketing of the Series 2024 Bonds to obtain the most favorable rating and interest rate on the Series 2024 Bonds), including the determination of issuing the Series 2024 Bonds in one or more series and designating the Series 2024 Bonds as tax-exempt or taxable, and the execution and delivery of the Bond Purchase Agreement by the Executive Director shall be deemed conclusive evidence of the approval of such changes and the full and complete satisfaction of the conditions set forth in this Section. Notwithstanding the foregoing, the Bond Purchase Agreement shall not be executed by the Executive Director until such time as all of the following conditions have been satisfied: 1. Receipt by the Executive Director of a written offer to purchase the Series 2024 Bonds by the Underwriter substantially in the form of the Bond Purchase Agreement, said offer to provide for, among other things, (i) the issuance of not exceeding $150,000,000 aggregate principal amount of Series 2024 Bonds, (ii) an underwriting discount (including management fee and all expenses) not in excess of $5.00 per bond, (iii) a true interest cost of not more than Page 18 of 28 Packet Pg. 224 4.7 5.50% per annum with respect to the Series 2024 Bonds, (iv) the maturities of the Series 2024 Bonds with the final maturity no later than March 1, 2042, and (v) a debt service savings of 3.00%, if it is determined to issue the Refunded Bonds. 2. The Series 2024 Bonds shall be subject to such optional and mandatory redemption provisions as provided in the Bond Purchase Agreement. 3. Receipt by the Executive Director from the Underwriter of a disclosure statement and truth -in -bonding information complying with Section 218.385, Florida Statutes and substantially in the form attached to the Bond Purchase Agreement. Upon satisfaction of the conditions set forth in this Section, the Executive Director is hereby authorized to execute and deliver the Series 2024 Bonds and any other documents, agreements or certificates relating to the Series 2024 Bonds, and are further authorized and directed to prepare and furnish to the purchasers of the Series 2024 Bonds, when the Series 2024 Bonds are issued, certified copies of all the proceedings and records of the Agency relating to the Series 2024 Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Series 2024 Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the Agency as to the truth of all statements contained therein. SECTION 15. PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT. The Executive Director, Bond Counsel, Disclosure Counsel and the Agency's Financial Advisor are hereby authorized to prepare and to disseminate (or cause to be prepared and disseminated) copies of a "Preliminary Official Statement" in substantially the form attached hereto as "C" and are also authorized to prepare and disseminate a final official statement after execution of the Bond Purchase Agreement. At closing, the appropriate officers of the Agency are authorized and directed to furnish a certificate to the effect that the Preliminary Official Statement and Official Statement did not as of their dates and do not contain any untrue statement or omission of a material fact. The Executive Director and the Finance Officer are authorized to deem final the Preliminary Official Statement prepared pursuant to this Section for purposes of Rule 15c2-12 (the "Rule") of the Securities and Exchange Commission. The Agency hereby authorizes the preparation of a final Official Statement relating to the Series 2024 Bonds, which shall be in the form of the Preliminary Official Statement with such changes, alterations and corrections therein as may be approved by the officials of the Agency executing the same, such approval to be conclusively established by such execution, and the Executive Director and the Finance Director are hereby authorized and directed for and in the name of the Agency to execute and deliver the final Official Statement, as hereby approved. SECTION 16. CONTINUING DISCLOSURE. The Agency hereby covenants and agrees that in order to provide for compliance by the Agency with secondary market disclosure Page 19 of 28 Packet Pg. 225 4.7 requirements of the Rule, that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement, in substantially the form attached hereto as Exhibit "D", to be executed by the Agency and dated the date of the issuance and delivery of the Series 2024 Bonds, as it may be amended from time to time in accordance with the terms thereof. Notwithstanding any other provisions of this Resolution, failure of the Agency to comply with such Continuing Disclosure Agreement shall not be considered an event of default; however, any Bondholder may take action as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Agency to comply with its obligations under this Section. SECTION 17. APPOINTMENT OF REGISTRAR, PAYING AGENT AND FISCAL AGENT. Regions Bank, Jacksonville, Florida is hereby appointed as Registrar, Paying Agent and Fiscal Agent for the Series 2024 Bonds. The Executive Director and the Clerk of the Board of the Agency are hereby authorized to enter into any agreements with such Registrar , Paying Agent, or Fiscal Agent which may be necessary to reflect the obligation of such Registrar, Paying Agent or Fiscal Agent to accept and perform the respective duties imposed upon each and to effectuate the transactions contemplated, by this Resolution and the Master Resolution. SECTION 18. APPOINTMENT OF ESCROW AGENT AND APPROVAL OF ESCROW DEPOSIT AGREEMENT. Regions Bank, Jacksonville, Florida is hereby appointed as Escrow Agent for the Refunded Bonds. Simultaneously with the delivery of the Series 2024 Bonds to the initial purchasers, if it is determined to refinance the Refunded Bonds, the Agency shall enter into the Escrow Deposit Agreement, in the form attached hereto as Exhibit "E". The Executive Director and the Clerk of the Board of the Agency are hereby authorized to enter into any agreements with such Escrow Agent, which may be necessary to reflect the obligation of such Escrow Agent to accept and perform the respective duties imposed upon it and to effectuate the transactions contemplated by this Resolution and the Master Resolution. SECTION 19. APPOINTMENT OF VERIFICATION AGENT. Robert Thomas CPA is hereby appointed to serve as verification agent with respect to the refunding of the Refunded Bonds. SECTION 20. TRANSFER OF FUNDS. Moneys in the various funds and accounts created under the resolution authorizing the Refunded Bonds shall be transferred as provided by a certificate to be executed by the Executive Director and the Finance Officer. SECTION 21. REDEMPTION OF REFUNDED BONDS. The Executive Director is hereby authorized to select the Refunded Bonds to be refunded with the proceeds of the Series 2024 Bonds and is hereby authorized to call such Refunded Bonds in accordance with the [Plan of Finance,] as described in the Preliminary Official Statement. The Paying Agent for the Refunded Bonds is hereby authorized to provide written notice of such redemption to the registered owners of such Refunded Bonds and to any Bondholder whose name and address are on file with the Paying Agent. The Escrow Agent is hereby authorized and directed to publish the notices of defeasance and redemption, if required. Page 20 of 28 Packet Pg. 226 4.7 The Executive Director is hereby authorized to direct the investment of funds held under the Escrow Deposit Agreement. The Executive Director, Bond Counsel and/or Escrow Agent to the extent necessary to accomplish the defeasance and refunding of the Refunded Bonds are authorized to (i) subscribe for United States Treasury Obligations — State and Local Government Series ("SLGS"), (ii) arrange for the purchase, from funds available for such purpose pursuant to the terms hereof, of Refunding Securities, or (iii) gross fund the escrow account and hold such moneys in cash. In the event the Executive Director determines to invest amounts held under the Escrow Deposit Agreement in Refunding Securities (other than SLGS), the Executive Director is hereby authorized to appoint a bidding agent to conduct a bid process for the purchase of such securities. SECTION 22. INSURER PROVISIONS. A. Delegation of Insurer. In order to obtain the most favorable premiums on a Bond Insurance Policy, the Executive Director, in consultation with the Financial Advisor, is hereby authorized to negotiate with interested Bond Insurers and the Executive Director is authorized to accept, execute and deliver the commitment of whichever Insurer provides the terms and provisions which, after consultation with the Agency's Financial Advisor, is in the best interest of the Agency. The Executive Director can designate all, some or none of the Series 2024 Bonds to be insured. The Executive Director is hereby authorized to execute such agreements containing the provisions of the Bond Insurance Policy. The Agency further authorizes application of Series 2024 Bond proceeds to payment of the premium for the Bond Insurance Policy. A statement of insurance is authorized to be printed on the Series 2024 Bonds for the benefit and information of the Bondholders. B. Delegation of Reserve Account Insurance Policy. If determined to be the most economical or prudent structure, the Executive Director, in consultation with the Financial Advisor, is hereby authorized to solicit bids from interested providers of Reserve Account Insurance Policies, in order to obtain the most favorable premiums on a Reserve Account Insurance Policy, and the Executive Director is authorized to accept, execute and deliver the commitment of whichever provider of the Reserve Account Insurance Policy provides the terms and provisions which, after consultation with the Agency's Financial Advisor, is in the best interest of the Agency. A Reserve Account Insurance Policy for the Series 2024 Bonds, together with other amounts or other credit instruments on deposit therein, equal to the Reserve Requirement for the Series 2024 Bonds is hereby authorized to be purchased from the selected provider of the Reserve Account Insurance Policy and payment for such Reserve Account Insurance Policy is hereby authorized from Series 2024 Bond proceeds. In furtherance thereof, the Agency is hereby authorized to enter into a Financial Guaranty Agreement for the Series 2024 Bonds (the "Guaranty Agreement") with such provider of the Reserve Account Insurance Policy and the Executive Director is hereby authorized to execute and deliver such Guaranty Agreement. SECTION 23. FURTHER AUTHORIZATIONS. The Chairwoman, the Executive Director, the Finance Officer, the Clerk of the Agency, the Attorney of the Agency or any other Page 21 of 28 Packet Pg. 227 4.7 appropriate officers of the Agency are hereby authorized and directed to execute any and all certifications or other instruments or documents required by the Master Resolution, the Preliminary Official Statement, the final Official Statement, this Resolution or any other document referred to above as a prerequisite or precondition to the issuance of the Series 2024 Bonds and any such representation made therein by officers or representatives of the Agency shall be deemed to be made on behalf of the Agency. All action taken to date by the officers of the Agency in furtherance of the issuance of the Series 2024 Bonds is hereby approved, confirmed and ratified. SECTION 24. MODIFICATION OR AMENDMENT. This resolution may be amended and supplemented to the same extent as the Master Resolution. SECTION 25. CONFLICTS REPEALED. All resolutions in conflict or inconsistent with this Resolution are to the extent of such conflict or inconsistency hereby modified or repealed. SECTION 26. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. [Remaining page intentionally left blank] Page 22 of 28 Packet Pg. 228 4.7 (SEAL) This Resolution passed and adopted this 26th day of September, 2024. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Executive Director APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: General Counsel EXHIBIT "A" DESCRIPTION OF 2024 REDEVELOPMENT PROJECTS The 2024 Redevelopment Projects shall consist of the following: (1) Grants to developers, including, but not limited to: Developer Project Description Housing Trust Group (Rainbow Village I) 310 units of affordable/workforce housing, a new community center, a daycare center and commercial space for local businesses Housing Trust Group and AM Affordable Two five -story residential buildings and a Housing, Inc. (Courtside Apartments) parking garage Block 45, LLC Atlantic Station -a mixed use, mixed income transit oriented development Atlantic Pacific Communities, LLC Redevelopment of Culmer Gardens and Culmer Place public housing sites, consisting of 779 mixed income units and/or 599 affordable units Page 23 of 28 Packet Pg. 229 4.7 (2) A new affordable housing development consisting of a 5-story 24-unit building to be owned by the Agency. (3) Public Parking Garage to be owned by the CRA and operated by the Miami Parking Authority. (4) An affordable housing project located at 1141 NW 3rd Ave, 242 NW 12th St, 234 NW 12th St and 224 NW 12th St, which will be a mixed -income, mixed use development designed to create housing for existing community residents with affordability levels in the range of 60% to 120% of the AMI. (5) Improvements to the 9th Street Pedestrian Mall to create a desirable walkway. (6) Grant to Girl Power Rocks, Inc, a not -for -profit to support the development of Mama Hattie's House. (7) Grant to South Florida Transportation Authority for the Agency's obligation pursuant to the Interlocal Agreement between the Agency, the City and the South Florida Regional Transportation Agency dated November 8, 2016. Page 24 of 28 Packet Pg. 230 4.7 EXHIBIT "B" FORM OF BOND PURCHASE AGREEMENT Page 25 of 28 Packet Pg. 231 4.7 EXHIBIT "C" FORM OF PRELIMINARY OFFICIAL STATEMENT Page 26 of 28 Packet Pg. 232 4.7 EXHIBIT "D" FORM OF CONTINUING DISCLOSURE AGREEMENT Page 27 of 28 Packet Pg. 233 4.7 EXHIBIT "E" FORM OF ESCROW DEPOSIT AGREEMENT APPROVED AS TO FORM AND LEGAL SUFFICIENCY: e B ounsel M7/2024 Page 28 of 28 Packet Pg. 234 4.8 SEOPW Board of Commissioners Meeting October 24, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King Date: October 17, 2024 and Members of the CRA Board File: 16830 From: James McQueen Executive Director Subject: H.A. CONTRACTING CORPORATION Enclosures: File # 16830 - Exhibit A BACKGROUND: <Insert Info> JUSTIFICATION: <Insert Info> FUNDING: <Insert Info> Packet Pg. 235 4.8 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: October 24, 2024 CRA Section: Brief description of CRA Agenda Item: <Insert Description Here> Project Number (if applicable): YES, there are sufficient funds in Line Item: Account Code: Amount: NO (Complete the following source of funds information): Amount budgeted in the line item: $ Balance in the line item: $ Amount needed in the line item: $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL Project No./Index/Minot Object From $ To $ From $ To $ Comments: <Insert Comments Here> Approved by: Executive Director 10/17/2024 Approval: I k Cr Miguel A Valcritir , F ?riance 0 c 10/17/2024 Page 2 of 5 Packet Pg. 236 4.8 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 16830 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE THE SETTLEMENT AGREEMENT ("AGREEMENT"), ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A", BETWEEN THE SEOPW CRA AND H.A. CONTRACTING CORPORATION (H.A.C.C.) ("PURPOSE") IN THE AMOUNT OF TWO MILLION ONE HUNDRED FORTY-SEVEN THOUSAND TWO HUNDRED NINETY-SIX DOLLARS AND FIFTY-FOUR CENTS ($2,147,296.54), ALLOCATING FUNDS FROM OTHER GRANTS AND AIDS ACCOUNT NO. 10050.920101.883000.0000.00000; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY, INCLUDING ANY AND ALL AMENDMENTS THERETO, ALL IN FORMS ACCEPTABLE TO COUNSEL; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2018 Updated Southeast Overtown/Park West Community Redevelopment Plan ("Plan"); and WHEREAS, H.A. Contracting Corporation, a Florida For -Profit Corporation, ("H.A.C.C.") and Town Park Village No 1, Incorporated, a Florida For -Profit Corporation, ("Owner") entered into a written agreement dated October 13th, 2020 (the "Contract") for H.A.C.C. to serve as the design builder for a project located at 1680 N.W. 4th Avenue, Miami, Florida, know as the Town Park Village Condominium (the "Project"); and WHEREAS, pursuant to Resolution No. CRA-R-19-0022, the SEOPW CRA agreed to provide funding for the Project; and WHEREAS, on or about March 26th, 2024, Owner agreed to a final Contract amount of Nineteen Million Seven Hundred Eighty -Five Thousand Two Hundred Thirty -Five Dollars and Eighty Cents ($19,785,235.80); and WHEREAS, the SEOPW CRA notified H.A.C.C. and the Owner that a decision was made to cease funding of the work on the Project; and WHEREAS, the SEOPW CRA and Owner have collectively paid H.A.C.C. to date a total sum of Fifteen Million Eight Hundred Fifty -Two Thousand Seven Hundred Three Dollars and Forty -Six Cents ($15,852,703.46); and Page 3 of 5 Packet Pg. 237 4.8 WHEREAS, H.A.C.C. recorded a claim of lien against the Project on May 28t'', 2024, in the public records of Miami -Dade County, at Book 34243 Page 1480, in the amount of Two Million Five Hundred Forty -Five Thousand Five Hundred Six Dollars and Sixty -Two Cents ($2,545,506.62) (the "Lien"); WHEREAS, the SEOPW CRA and H.A.C.C., (collectively, the "Parties"), desire to execute a Settlement Agreement ("Agreement"), attached and incorporated herein as Exhibit "A," to settle all claims and all liens arising out of the Contract between H.A.C.C. and Owner for the Project ("Purpose"); and WHEREAS, per the terms of the Agreement, in which funds are to be derived from CRA-R-19- 0022, the SEOPW shall make final payment(s) to H.A.C.C., in an amount not to exceed Two Million One Hundred Forty -Seven Thousand Two Hundred Ninety -Six Dollars and Fifty -Four Cents ($2,147,296.54) ("Settlement Payment") within ten (10) days of its execution; and WHEREAS, within ten (10) days of receipt of the Settlement Payment, H.A.C.C. shall provide the SEOPW CRA with a full and final release of all contractual, common-law, and statutory obligations arising out of or related to the Contract and the Project, a full and final release of H.A.C.C., H.A.C.C.'s surety, H.A.C.C.'s insurers, and indemnity from and against any and all claims arising out of or related to the Contract or the Project; and WHEREAS, pursuant to the Agreement, H.A.C.C. will assign all claims, rights and entitlements to the SEOPW CRA; and WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the SEOPW CRA's redevelopment goals and objectives; and WHEREAS, based on the recommendation and findings of the Executive Director, it is in the SEOPW CRA's best interest for the Board of Commissioners to authorize the Executive Director to negotiate and execute any and all documents necessary, for which terms may be amended by the Executive Director, all -in forms acceptable to Counsel with H.A.C.C. for the Purpose stated herein; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby authorizes the execution of the Agreement, attached and incorporated herein as Exhibit "A," for an amount not to exceed the Settlement Payment for the Purpose stated herein. Section 3. The Executive Director is authorized to disperse funds, at his discretion, from the Account No. 10050.920101.883000.0000.00000 to H.A.C.C. to further the Purpose stated herein. Section 4. The Executive Director is authorized to execute the Agreement, attached and incorporated herein as Exhibit "A," for said Purpose. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Page 4 of 5 Packet Pg. 238 4.8 ounsel 10/17/2024 Page 5 of 5 Packet Pg. 239 EXHIBIT "A" 4.8.a SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT ("Agreement") is entered into this _ day of October 2024 by and between H.A. CONTRACTING CORPORATION ("H.A.C.C.") and the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("Agency") (collectively herein, the "Parties" and individually herein, as "Party"). WHEREAS, H.A.C.C. and Town Park Village No 1, Inc. ("Owner") entered into a written agreement dated October 13th' 2020 ("Contract") for H.A.C.C. to serve as the design builder for a project located at 1680 N.W. 4th Avenue, Miami, Florida known as known as the Town Park Village Condominium ("Project"); and WHEREAS, the Agency agreed to provide funding for the Project; and WHEREAS, H.A.C.C. timely met its obligations under the Contract and was not in breach of the Contract; and WHEREAS, Owner and Agency notified H.A.C.C. that a decision was made to cease work on the Project; and WHEREAS, on or about March 26, 2024, Owner signed change orders two through four agreeing to a final Contract amount of $19,785,235.80; and WHEREAS, Owner and Agency have collectively paid H.A.C.C. to date the total sum of $15,852,703.46; and WHEREAS, H.A.C.C. recorded a claim of lien against the Project on May 28, 2024, in the real property records of Miami -Dade County at Book 34243 Page 1480 in the amount of $2,545,506.62 (the "Lien"); and WHEREAS, the Agency has agreed to pay H.A.C.C. and H.A.C.C. has agreed to accept the amount of $2,147,296.54 as final payment, and H.A.C.C. has agreed to accept such amount as final payment and assign the Lien to the Agency contingent upon the Agency providing H.A.C.C. with a full and final release of all contractual, common-law, and statutory obligations arising out of or related to the Contract and the Project, a full and final release of H.A.C.C., H.A.C.C.'s surety, H.A.C.C.'s insurers, and indemnity from and against any and all claims arising out of or related to the Contract or the Project; and WHEREAS, It is the intention of the Parties to this Agreement that H.A.C.C. shall have no further liability nor responsibility for the Project, the work performed, the Contract, nor the Lien. NOW, THEREFORE, in consideration of the mutual promises, releases, and covenants contained herein, and for other valuable consideration, the receipt and sufficiency of all such consideration being expressly acknowledged by the Parties, the Parties hereby agree as follows: 1. Incorporation of Recitals: The above recitals are agreed to be true and correct and they are hereby made a part of this Agreement. Attachment: File # 16830 - Exhibit A (16830 : H.A. CONTRACTING CORPORATION) Packet Pg. 240 EXHIBIT "A" 4.8.a 2. Consideration: Agency jointly shall pay H.A.C.C. the sum of $2,147,296.54 within five business days. Payment shall be made by wire transfer or check payable to "H.A. Contracting Corp." 3. Assignment By H.A.C.C.: Upon H.A.C.C.'s receipt of payment and within five business days of the clearance of the $2,147,296.54 in H.A.C.C.'s account, H.A.C.C. shall provide the Agency with Full Satisfaction of Lien and a non -recourse assignment of the Unsatisfied Lien transferring all of H.A.C.C.'s right, title, an interest in the Lien to the Agency. 4. Release by Agency: The Agency hereby (for themselves, and on behalf of their affiliates, successors, insurers, and assigns) releases and discharges H.A.C.C. and H.A.C.C.'s, sureties, insurers, principals, employees, consultants, and design professionals from any and all claims, rights, actions, causes of actions, obligations, demands, and damages whether arising in law or in equity both asserted or unasserted, known or unknown, latent or patent, accrued or unaccrued, that the Agency ever had, now has or hereinafter in the future may have pertaining to, arising out of, or related to the development, design, materials, and/or construction of the Project whether based in tort, contract or any other statutory, common law or other legal theory of recovery including, but not limited to, claims for property damage, loss of use, loss of income, breach of contract, negligence, and intentional torts. Without limiting the foregoing, this release includes all losses and damages, both compensatory and consequential, attorney's fees and costs, arising out of or related to the Contract and arising out of or related to the Project. 5. Indemnity: To the fullest extent permitted by law, H.A.C.C. shall indemnify, defend, hold harmless, and make whole the Agency from and against claims, liabilities, damages, losses and costs, including but not limited to, reasonable attorney's fees, arising out of or resulting from performance of the work to the extent caused by the negligence, recklessness, intentional wrongful misconduct, or omissions of H.A.C.C. or persons directly or indirectly employed or utilized by the H.A.C.C. in the performance of the Contract. 6. Agency's Pursuit of the Lien: Upon assignment of the Lien by H.A.C.C. to the Agency, H.A.C.C. shall have liability and responsibility arising out of or related to the Lien. Upon receipt of full payment pursuant to this settlement agreement, H.A.C.C. hereby agrees to defend and indemnity Agency from and all claims of lien filed by anyone who performed work or supplied materials to the Project pursuant to an agreement with H.A.C.C. H.A.C.C. may satisfy its defense and indemnity obligations by transferring any such lien to a lien -transfer bond posted in accordance with section 713.24, Florida Statutes. 7. Release by H.A.C.C.: H.A.C.C. hereby releases all claims and entitlements to any and all retainage beholden by the Agency and the City of Miami, Florida. 8. Breach: In the event the Agency breaches this Agreement, H.A.C.C. shall have the option to either enforce this Agreement or disregard the agreement and pursue all rights, claims, and damages available under the Contract and applicable law. Agency shall be responsible for paying H.A.C.C.'s attorney fees and costs arising out of the Agency's breach of this Agreement and for any action H.A.C.C. takes to enforce this Agreement. Attachment: File # 16830 - Exhibit A (16830 : H.A. CONTRACTING CORPORATION) Packet Pg. 241 EXHIBIT "A" 4.8.a 9. Knowing Consent: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The venue for any action upon this Settlement Agreement shall be Broward County, Florida. 10. No Construction Against Drafting Party: The terms and conditions hereof have been negotiated by the Parties. In the event that it shall be necessary to construe this document there shall be no presumptions against any Party. 11. Requisite Authority and Approval; Binding Agreement: The undersigned, by their signatures, individually represent that this Agreement has been duly authorized by all necessary corporate actions and that they are duly authorized and empowered to execute this Agreement and to bind the Parties to the matters set forth herein. 12. Headings and Captions: The headings and captions used in this Agreement are for convenience of reference only, and shall in no way define, limit or expand the meaning or construction of any provision of this Agreement. 13. Counterparts: This Agreement may be executed in counterparts, all of which will be deemed one and the same instrument. Photocopies and facsimiles shall have the same effect as the original. 14. Severability: Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provisions contained herein and any present or future statute, law, ordinance, or regulation contrary to which the Parties have no legal right to contract, the latter shall prevail; but the provision of this Agreement which is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. To the extent the offending provision cannot be curtailed or limited, it shall be fully severable, and the remainder of this Agreement shall remain in full force. 15. Confidentiality: Except as required by court order or applicable law and as excepted below, the Parties each warrant, represent, and agree that they have not and will not communicate, discuss, or otherwise make any reference to the terms, conditions, content, or substance of this Settlement Agreement, whether in whole or in part, to or with any other person, entity, or organization not a party to this Settlement Agreement. Notwithstanding the foregoing, any Party may disclose the terms of this Settlement Agreement to its attorneys, accountants, lenders, representatives, insurers, reinsurers, and other professional financial advisors and employees as is reasonably necessary for the conduct of that party's business, financial affairs, or as otherwise required by law or regulation. 16. Entire Agreement: This Agreement represents the entire integrated agreement between the Parties hereto and supersedes all prior understandings and agreements between Parties with respect to the subject matter hereof. IN WITNESS WHEREOF, the Parties have knowingly, freely, and voluntarily hereunder set their hands to this seal on the dates set forth below. Attachment: File # 16830 - Exhibit A (16830 : H.A. CONTRACTING CORPORATION) Packet Pg. 242