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HomeMy WebLinkAboutSEOPW CRA 2024-11-21 Agenda PacketCity of Miami 819 NW 2nd Ave 3rd Floor Miami, FL 33136 http://miamicra.com Meeting Agenda Thursday, November 21, 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 November 21, 2024 CALL TO ORDER CRA PUBLIC COMMENTS MINUTES APPROVAL CRA RESOLUTION 1. CRA RESOLUTION 16953 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), ACCEPTING FUNDS FROM THE CITY OF MIAMI ("CITY") AS SOUTHEAST OVERTOWN/PARK WEST DEVELOPMENT OF REGIONAL IMPACT ("DRI")/MASTER PLAN RECOVERY FEES AND DRI SUPPLEMENTAL FEES, IN THE AMOUNT OF THREE HUNDRED SEVENTEEN THOUSAND DOLLARS AND ZERO CENTS ($317,000.00) TO REIMBURSE THE SEOPW CRA FOR THE AMENDMENT OF A REDEVELOPMENT PLAN; RATIFYING THE ATTACHED DOCUMENTS AND FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ANY AND ALL OTHER NECESSARY DOCUMENTS, ALL IN A FORM ACCEPTABLE TO GENERAL COUNSEL, FOR SAID PURPOSE; PROVIDING FOR THE INCORPORATION OF RECITALS, AND AN IMMEDIATE EFFECTIVE DATE. 2. CRA RESOLUTION 16954 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), APPROVING, ACCEPTING, AND ADOPTING THE CITY OF MIAMI'S ORDER OF BUSINESS AND RULES OF PROCEDURE, AS OUTLINED IN CHAPTER 2/ARTICLE II/SECTION 2- 33/SUBSECTION (0) OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), TITLED "ADMINISTRATION/MAYOR AND CITY COMMISSION/ORDER OF BUSINESS AND RULES OF PROCEDURE," TO PROVIDE FOR THE AUTOMATIC CONTINUANCE OF A SEOPW CRA BOARD MEETING WHEN A MEETING IS CANCELLED OR NOT HELD DUE TO LACK OF QUORUM OR OTHER EMERGENCY; CONTAINING A SEVERABILITY CLAUSE AND PROVIDING FOR AN IMMEDIATE EFFECTIVE DATE. File # 16954 - Backup City of Mianzi Page 2 Printed on 11/14/2024 Southeast Overtown/Park West CRA Meeting Agenda November 21, 2024 3. CRA RESOLUTION 16956 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), RESCINDING RESOLUTION NO. CRA-R-24-0065, ADOPTED ON OCTOBER 24, 2024, IN ITS ENTIRETY AND ENACTING THIS NEW RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE A LEASE AGREEMENT ("LEASE"), IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE SEOPW CRA AND BLOCK 55 ORG OWNER, LLC, A FLORIDA LIMITED LIABILITY COMPANY ("LANDLORD") FOR THE USE OF ONE THOUSAND (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 RENTALS AND LEASES ACCOUNT NO. 10050.920101.544000.0000.00000; FURTHER AUTHORIZING THE EXPENDITURE OF FUNDS IN THE AMOUNT NOT TO EXCEED FOUR HUNDRED TWENTY-EIGHT THOUSAND THREE HUNDRED NINETY-ONE DOLLARS AND SIXTY-THREE CENTS ($428,391.63) FOR CONSTRUCTION COSTS RELATED TO THE SEOPW CRA BUILD OUT, AS ESTIMATED IN THE ATTACHED AND INCORPORATED EXHIBIT "B," TO BE EXPENDED FROM THE CONSTRUCTIONS IN PROGRESS — ACCOUNT NO. 10050.920101.67000.0000.00000; 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 FOR THE PURPOSE STATED HEREIN; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. File # 16956 - Exhibit A File # 16956 - Exhibit B City of Mianzi Page 3 Printed on 11/14/2024 Southeast Overtown/Park West CRA Meeting Agenda November 21, 2024 4. CRA RESOLUTION 16958 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), RESCINDING RESOLUTION NO. CRA-R-23-0021, ADOPTED ON MAY 25, 2023, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A," AND ENACTING THIS NEW RESOLUTION, 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 "B," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS, PURSUANT TO SECTIONS 18-85 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA, TO ASSIST WITH THE DEVELOPMENT OF MAMA HATTIE'S HOUSE, A MIXED -USED DEVELOPMENT WITH ADMINISTRATIVE SPACE ON THE GROUND FLOOR, AND ALL ASSOCIATED SOFT COSTS IN AN AMOUNT NOT TO EXCEED FIVE HUNDRED THOUSAND DOLLARS AND ZERO CENTS ($500,000.00) ("SOFT COSTS"), AND WAIVING THE REQUIREMENTS FOR COMPETITIVE SEALED BIDDING AS NOT BEING PRACTICABLE OR ADVANTAGEOUS TO THE SEOPW CRA; 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, ALLOCATED FROM OTHER GRANTS AND AIDS, ACCOUNT NO. 10050.920101.883000.0000.00000, IN AN AMOUNT NOT TO EXCEED FIVE MILLION DOLLARS AND ZERO CENTS ($5,000,000.00) ("FUNDS"); FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO THE GENERAL COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR INCORPORATION OF RECITALS AND FOR AN EFFECTIVE DATE. File # 16958 - Notice to the Public File # 16958 - Exhibit A File # 16958 - Exhibit B City of Mianzi Page 4 Printed on 11/14/2024 Southeast Overtown/Park West CRA Meeting Agenda November 21, 2024 5. CRA RESOLUTION 16959 A RESOLUTION OF THE BOARD OF COMMISSIONERS ("BOARD") OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), ACCEPTING THE SELECTION COMMITTEE'S RECOMMENDATION TO SELECT CORAL ROCK ST. AGNES PARTNERS, LLC, A FLORIDA LIMITED LIABILITY COMPANY, AS THE TOP RANKED PROPOSER TO DEVELOP A 0.68-ACRE ASSEMBLAGE OF CONTIGUOUS LAND PARCELS WITHIN THE HISTORIC OVERTOWN NEIGHBORHOOD, LOCATED AT 1141 NW 3RD AVE, 242 NW 12TH ST, 234 NW 12TH ST, AND 224 NW 12TH ST, MIAMI, FLORIDA 33136, CONTAINING AN APPROXIMATE TOTAL LOT AREA OF 29,881 SQUARE FEET ("PROPERTY"), FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE A DEVELOPMENT AGREEMENT WITH THE TOP RANKED PROPOSER; FURTHER DIRECTING THE EXECUTIVE DIRECTOR TO PRESENT ANY PROPOSED DEVELOPMENT AGREEMENT TO THE BOARD FOR ITS CONSIDERATION AND, IF SATISFACTORY, APPROVAL AND AWARD; CLARIFYING THAT THIS RESOLUTION IS NOT INTENDED TO BE AN AWARD OF DEVELOPMENT RIGHTS OR TO OTHERWISE CREATE ANY RIGHTS WHATSOEVER THE PROPOSER REFERENCED HEREIN. File # 16959 - Backup City of Mianzi Page 5 Printed on 11/14/2024 Southeast Overtown/Park West CRA Meeting Agenda November 21, 2024 6. CRA RESOLUTION 16960 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 AMOUNT NOT TO EXCEED SIXTY-EIGHT THOUSAND DOLLARS AND ZERO CENTS ($68,000.00) ("FUNDS") TO ASSIST THE ORGANIZATION, GIRL POWER ROCKS, INC., A FLORIDA NOT -FOR -PROFIT CORPORATION, SET FORTH IN EXHIBIT "B," ATTACHED AND INCORPORATED HEREIN, IN PROVIDING YOUTH TRAINING PROGRAMS, AS DESCRIBED IN THEIR 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 # 16960 - Exhibit A File # 16960 - Exhibit B File # 16960 - Exhibit C File # 16960 - Notice to the Public City of Mianzi Page 6 Printed on 11/14/2024 Southeast Overtown/Park West CRA Meeting Agenda November 21, 2024 7. CRA RESOLUTION 16961 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 AMOUNT NOT TO EXCEED TEN THOUSAND DOLLARS AND ZERO CENTS ($10,000.00) ("FUNDS") TO ASSIST THE ORGANIZATION, MIAMI URBAN CONTEMPORARY EXPERIENCE LLC, 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 PROPOSAL, 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 # 16961 File # 16961 File # 16961 File # 16961 - Exhibit A - Exhibit B - Exhibit C - Notice to the Public City of Mianzi Page 7 Printed on 11/14/2024 Southeast Overtown/Park West CRA Meeting Agenda November 21, 2024 8. CRA RESOLUTION 16963 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), 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 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA, TO SUPPORT INFRASTRUCTURE IMPROVEMENTS AT URBAN GATEWAYS, LLC, A FLORIDA LIMITED LIABILITY COMPANY, AN OUTDOOR VENUE SPACE LOCATED AT 1000 N.W. 2ND AVENUE, MIAMI, FLORIDA 33136, AND WAIVING THE REQUIREMENTS FOR COMPETITIVE SEALED BIDDING AS NOT BEING PRACTICABLE OR ADVANTAGEOUS TO THE SEOPW CRA; 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., IN AN AMOUNT NOT TO EXCEED NINETEEN THOUSAND SIXTY DOLLARS AND SEVENTY CENTS ($19,060.70) ("FUNDS") ALLOCATED FROM OTHER GRANTS AND AIDS, ACCOUNT NO. 10050.920101.883000.0000.00000; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO THE GENERAL COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR INCORPORATION OF RECITALS AND FOR AN EFFECTIVE DATE. File # 16963 - Exhibit A File # 16963 - Exhibit B File # 16963 - Notice to the Public City of Mianzi Page 8 Printed on 11/14/2024 Southeast Overtown/Park West CRA Meeting Agenda November 21, 2024 9. CRA RESOLUTION 16964 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA") AUTHORIZING THE EXECUTIVE DIRECTOR OF THE SEOPW CRA TO NEGOTIATE AND EXECUTE AN AMENDMENT TO THAT CERTAIN INTERLOCAL AGENCY AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA, SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY, AND THE SEOPW CRA DATED NOVEMBER 8, 2016, IN A FORM ACCEPTABLE TO COUNSEL FOR THE SEOPW CRA, FOR THE DEVELOPMENT OF THE TRI-RAIL DOWNTOWN MIAMI LINK PROJECT ("PROJECT"); FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL OTHER NECESSARY DOCUMENTS, MODIFICATIONS, AND AMENDMENTS, ALL IN FORMS ACCEPTABLE TO THE COUNSEL FOR THE SEOPW CRA, FOR SAID PURPOSE; AND PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. ADJOURNMENT City of Mianzi Page 9 Printed on 11/14/2024 4.1 SEOPW Board of Commissioners Meeting November 21, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King Date: November 14, 2024 and Members of the CRA Board File: 16953 From: James McQueen Executive Director Subject: DEVELOPMENT OF REGIONAL IMPACT ("DRI")/MASTER PLAN RECOVERY FEES AND DRI SUPPLEMENTAL FEES Enclosures: BACKGROUND: <Insert Info> JUSTIFICATION: <Insert Info> FUNDING: <Insert Info> Packet Pg. 10 4.1 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: November 21, 2024 CRA Section: Brief description of CRA Agenda Item: Approving reimbursement from City of Miami — Development of Regional Impact/Master Plan Recovery Fees in the amount of $317,000.00. 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: This funding will be deposited into the Non TIF Revenue Fund. Approved by: Executive Director 11/14/2024 Approval: Miguel A Valtntirt, Finance Officer 11/14/2024 Page2of4 Packet Pg. 11 4.1 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 16953 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), ACCEPTING FUNDS FROM THE CITY OF MIAMI ("CITY") AS SOUTHEAST OVERTOWN/PARK WEST DEVELOPMENT OF REGIONAL IMPACT ("DRI")/MASTER PLAN RECOVERY FEES AND DRI SUPPLEMENTAL FEES, IN THE AMOUNT OF THREE HUNDRED SEVENTEEN THOUSAND DOLLARS AND ZERO CENTS ($317,000.00) TO REIMBURSE THE SEOPW CRA FOR THE AMENDMENT OF A REDEVELOPMENT PLAN; RATIFYING THE ATTACHED DOCUMENTS AND FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ANY AND ALL OTHER NECESSARY DOCUMENTS, ALL IN A FORM ACCEPTABLE TO GENERAL COUNSEL, FOR SAID PURPOSE; PROVIDING FOR THE INCORPORATION OF RECITALS, AND AN IMMEDIATE 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, on October 24, 2024, pursuant to City Resolution No. R-24-0429, the City of Miami's City Manager approved the transfer of funds in a total amount of Three Hundred Seventeen Thousand Dollars and Zero Cents ($317,000.00) to reimburse the SEOPW CRA relating to expenses incurred in the SEOPW CRA's preparation of an amendment to the Plan, pursuant to Resolution CRA-R- 17-0011, adopted on February 27, 2017; and WHEREAS, the Executive Director is requesting authority from the Board of Commissioners to accept the funds, and to ratify and approve all documents attached to this Resolution; and WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the SEOPW CRA's redevelopment goals and objectives; and 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 reimbursement from the City's Planning Department in the amount of Three Hundred Seventeen Thousand Dollars and Zero Cents ($317,000.00) relating to expenses incurred in the Page 3of4 Packet Pg. 12 4.1 SEOPW CRA's preparation of an amendment to the Plan, pursuant to Resolution CRA-R-17-0011, adopted on February 27, 2017, is hereby accepted. Section 3. If any section, part of section, paragraph, clause, phrase or word of this Resolution is declared invalid, the remaining provisions of this Resolution shall not be affected. Section 4. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: V* ounsel 11/14/2024 Page 4 of 4 Packet Pg. 13 4.2 SEOPW Board of Commissioners Meeting November 21, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King Date: November 14, 2024 and Members of the CRA Board File: 16954 From: James McQueen Executive Director Subject: CITY OF MIAMI'S ORDER OF BUSINESS AND RULES OF PROCEDURE Enclosures: File # 16954 - Backup BACKGROUND: <Insert Info> JUSTIFICATION: <Insert Info> FUNDING: <Insert Info> Packet Pg. 14 4.2 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: November 21, 2024 CRA Section: Brief description of CRA Agenda Item: Form Not applicable 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 11/14/2024 Approval: Miguel A Valcntir , F ?riarrce O c 11/14/2024 Page2of4 Packet Pg. 15 4.2 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 16954 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), APPROVING, ACCEPTING, AND ADOPTING THE CITY OF MIAMI'S ORDER OF BUSINESS AND RULES OF PROCEDURE, AS OUTLINED IN CHAPTER 2/ARTICLE II/SECTION 2-33/SUBSECTION (0) OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), TITLED "ADMINISTRATION/MAYOR AND CITY COMMISSION/ORDER OF BUSINESS AND RULES OF PROCEDURE," TO PROVIDE FOR THE AUTOMATIC CONTINUANCE OF A SEOPW CRA BOARD MEETING WHEN A MEETING IS CANCELLED OR NOT HELD DUE TO LACK OF QUORUM OR OTHER EMERGENCY; CONTAINING A SEVERABILITY CLAUSE AND PROVIDING FOR AN IMMEDIATE 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, on occasion the SEOPW CRA is unable to meet at its regularly scheduled time and date due to a lack of quorum or other emergency; and WHEREAS, there presently is no mechanism for the SEOPW CRA to address when the items that were on an agenda of a meeting that has been cancelled due to a lack of quorum or emergency should be properly heard; and WHEREAS, items on a SEOPW CRA agenda typically have advanced notice requirement that must be fulfilled to ensure that procedural due process is afforded to interested parties; and WHEREAS, when a SEOPW CRA meeting is cancelled due to a lack of quorum or other emergency those items must be re -advertised and sometimes at great expense due to the expedited nature of the notice requirement; and WHEREAS, the lack of clear procedures can attract subsequent challenges to the SEOPW CRA's action relating to the amount and type of notice that was provided for the re -scheduled item; and WHEREAS, on September 13, 2022, the City of Miami ("City") adopted City Ordinance No. 14087, creating clear mechanisms for continuing items when a City Commission meeting is unable to meet at its regularly scheduled time and date due to a lack of quorum or other emergency; and Page 3of4 Packet Pg. 16 4.2 WHEREAS, the SEOPW CRA, typically holds its Board of Commissioner's meetings on the same date and location as the City; and WHEREAS, adoption of City Ordinance No. 14087 will ensure that the public is provided with required notice and will prevent challenges based upon the amount of notice that was provided when items are rescheduled; and WHEREAS, the Board of Commissioners finds it to be in the best interests of the citizens and residents within the SEOPW CRA's Redevelopment Area to adopt the City's Order of Business and Rules of Procedure, as outlined in Section 2-33(o) of Code of the City of Miami, Florida, as amended ("City Code"), to provide for a more efficient means of rescheduling SEOPW CRA agenda meetings; and WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the SEOPW CRA's redevelopment goals and objectives; and 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 SEOPW CRA shall approve, accept, and adopt the City's Order of Business and Rules of Procedure, as codified in Section 2-33(o) of the City Code, as the formal Order of Business and Rules of Procedure process for the SEOPW CRA, to provide for the automatic continuance of Board meetings when a meeting is cancelled or not held due to lack of quorum or other emergency. Section 3. Any reference to the City Commission meeting in Section 2-33(o) of the City Code shall be substituted with the Board of Commissioners of the SEOPW CRA. Section 4. Any reference to the City Manager in Section 2-33(o) of the City Code shall be substituted with the Executive Director of the SEOPW CRA. Section 5. Any reference to City Attorney or City Clerk in Section 2-33(o) of the City Code shall be substituted to General Counsel or Counsel, or Clerk of the Board, of the SEOPW CRA, respectively. Section 6. Any reference to City in Section 2-33(o) of the City Code shall be substituted to SEOPW CRA. Section 7. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ounsel 11/14/2024 Page 4 of 4 Packet Pg. 17 4.2.a MIAMI, FLORIDA — CODE OF ORDINANCES / CHAPTER 2 - ADMINISTRATION ARTICLE II. - MAYOR AND CITY COMMISSION Sec. 2-33. - Order of business and rules of procedure. (o) Whenever a scheduled city commission meeting is cancelled or is not held due to a lack of a quorum or other emergency, a special city commission meeting will be automatically scheduled for the Tuesday immediately following the cancelled meeting. All of the scheduled agenda items from that cancelled meeting shall automatically be scheduled as an agenda item at the special city commission meeting. The city clerk shall then notify the mayor, each member of the city commission, the city manager, and the city attorney. The city clerk shall also notify the public of the special meeting that is to take place by placing a notice of the special city commission meeting at the entrance of city hall and the city's main administrative building, placing a notice on the city's website, and, if feasible, placing an ad in a newspaper of general circulation before the special meeting on the immediately following Tuesday. There shall be no additional notice by publication required for any such scheduled agenda item that is moved to the special city commission meeting. Attachment: File # 16954 - Backup (16954 : CITY OF MIAMI'S ORDER OF BUSINESS AND RULES OF PROCEDURE) Packet Pg. 18 4.3 SEOPW Board of Commissioners Meeting November 21, 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: November 14, 2024 File: 16956 Subject: Lease Agreement and CRA Buildout at Block 55 Enclosures: File # 16956 - Exhibit A File # 16956 - Exhibit B BACKGROUND: A Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("Board"), with attachment(s), authorizing the Executive Director to execute a Lease Agreement ("Lease"), in substantially the form attached as Exhibit "A," with Block 55 Org Owner LLC, a Florida limited liability company ("Landlord"), where the Landlord 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. 6th 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"); further authorizing the expenditure of funds in the amount of Four Hundred Twenty -Eight Thousand Three Hundred Ninety -One Dollars and Sixty -Three Cents ($428,391.63) ("Funds") for estimated construction costs related to the SEOPW CRA build out, attached and incorporated herein as Exhibit "B." It is recommended that the Board approve and adopt the attached Resolution, authorizing the execution of the Lease and 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. Packet Pg. 19 4.3 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. FUNDING: Funds to be allocated from the Rentals and Leases — Account No. 10050.920101.544000.0000.00000 is as follows: $20,000.00, annually for ten (10) year term. Funds to be allocated from the Constructions in Progress — Account No. 10050.920101.67000.0000.00000 is as follows: $428,391.63. FACT SHEET: Company name: Block 55 Org Owner, LLC Address: 249 N.W. 6th Street, Miami, Florida 33136 Funding request: $20,000.00, annually for ten (10) year term; $428,391.63 for estimated construction costs. 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; and expenditure of funds for the estimated construction costs of the SEOPW CRA's buildout space on the Premises. Page 2 of 6 Packet Pg. 20 4.3 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: November 21, 2024 CRA Section: Brief description of CRA Agenda Item: Approving rescission of CRA-R-24-0065 and new resolution to clarify terms pertaining to the lease and construction buildout. Project Number YES, there Account Code: (if applicable): are sufficient funds in Line Item: 10050.920101.883000.0000.00000 Amount: $ 4 2 8 , 3 91 .6 3 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 11/14/2024 Approval: Miguel A Valtntirl, Finance Officer 11/14/2024 Page 3 of 6 Packet Pg. 21 4.3 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 16956 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), RESCINDING RESOLUTION NO. CRA-R-24-0065, ADOPTED ON OCTOBER 24, 2024, IN ITS ENTIRETY AND ENACTING THIS NEW RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE A LEASE AGREEMENT ("LEASE"), IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE SEOPW CRA AND BLOCK 55 ORG OWNER, LLC, A FLORIDA LIMITED LIABILITY COMPANY ("LANDLORD") FOR THE USE OF ONE THOUSAND (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 RENTALS AND LEASES ACCOUNT NO. 10050.920101.544000.0000.00000; FURTHER AUTHORIZING THE EXPENDITURE OF FUNDS IN THE AMOUNT NOT TO EXCEED FOUR HUNDRED TWENTY-EIGHT THOUSAND THREE HUNDRED NINETY-ONE DOLLARS AND SIXTY-THREE CENTS ($428,391.63) FOR CONSTRUCTION COSTS RELATED TO THE SEOPW CRA BUILD OUT, AS ESTIMATED IN THE ATTACHED AND INCORPORATED EXHIBIT "B," TO BE EXPENDED FROM THE CONSTRUCTIONS IN PROGRESS — ACCOUNT NO. 10050.920101.67000.0000.00000; 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 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 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 Page 4 of 6 Packet Pg. 22 4.3 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, through Resolution No. CRA-R-24-0065, the Board of Commissioners authorized the Executive Director to negotiate and execute a lease agreement ("Lease") with Block 55 Org Owner, LLC, a Florida Limited Liability Company ("Landlord"); and WHEREAS, the SEOPW CRA would like to rescind the previous resolution, in its entirety to clarify the terms; and WHEREAS, Landlord and the SEOPW CRA wish to enter into a Lease Agreement ("Lease"), in substantially the attached form, for the property located at 249 N.W. 6th Street, Miami, Florida 3316 ("Property"), which requires construction and buildout for the SEOPW CRA's use; and WHEREAS, the Property is currently owned by the Landlord and 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, the Landlord has access to approximately Two Hundred Fifty Thousand (250,000) square feet of floor area, in the aggregate, within the Property and would like to lease approximately One Thousand (1,000) leasable square feet at Suite 108 ("Premises") to the SEOPW CRA for retail and/or commercial use ("Purpose"); 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 estimated construction costs, attached and incorporated herein as Exhibit "B," for the SEOPW CRA's buildout of the Premises are Four Hundred Twenty -Eight Thousand Three Hundred Ninety -One Dollars and Sixty -Three Cents ($428,391.63); and WHEREAS, pursuant to the terms of the Lease, the Landlord will be responsible for the construction of the SEOPW CRA's buildout space; 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, including any and all amendments, 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. Page 5 of 6 Packet Pg. 23 4.3 Section 2. Resolution No. CRA-R-24-0065, adopted on October 24, 2024, is hereby rescinded in its entirety. Section 3. The Executive Director is hereby authorized to negotiate and execute a Lease, in substantially the form, with the Landlord for use of the Premises at the Property, 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 4. The Executive Director is further authorized to expend funds for the base and annual rent, including the Five Percent (5%) annual increase after the first lease year, from the Rentals and Leases Account No. 10050.920101.544000.0000.00000 to Landlord to further the Purpose stated herein. Section 5. The Executive Director is further authorized to expend funds from the Constructions in Progress — Account No. 10050.920101.67000.0000.00000 to Landlord in the amount not to exceed Four Hundred Twenty -Eight Thousand Three Hundred Ninety -One Dollars and Sixty -Three Cents ($428,391.63) to complete the construction buildout of the Premises at the Property for the Purpose stated herein. Section 6. The Executive Director is hereby authorized to negotiate and execute any and all additional documents necessary, including any and all amendments thereto, all in forms acceptable to Counsel for the Purpose stated herein. Section 7. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ounsel 11/14/2024 Page 6 of 6 Packet Pg. 24 EXHIBIT "A" 4.3.a LEASE AGREEMENT By and Between BLOCK 55 ORG OWNER, LLC ("Landlord") and Southeast Overtown/Park West Community Redevelopment Agency ("Tenant") Attachment: File # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 25 EXHIBIT "A" 4.3.a ii Attachment: File # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 26 EXHIBIT "A" 4.3.a EXHIBITS 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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 27 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 28 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 29 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 30 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 31 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 32 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 33 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 34 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 35 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 36 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 37 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 38 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 39 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 40 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 41 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 42 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 43 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 44 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 45 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 46 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 47 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 48 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 49 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 50 EXHIBIT "A" 4.3.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 # 16956 - Exhibit A (16956 : Lease Agreement and CRA Buildout at Block 55) Packet Pg. 51 EXHIBIT "B" 4.3.b CONSTRUCTION COSTS - SAWYERS'S WALK - CRA BUILDOUT BLOCK 55 249 NW 6th St, Suite 108 Miami, FL 33136 Description Cost Construction Costs: Fire and Life Safety fire suppression system for retail store Mechanical: 5-ton HVAC system with all structural support, penetrations, thermostats, and ductwork for the store; equipment installed in the garage $19,758.60 $87,816.00 Electrical: main panel electrical service and conduit and outlets for interior space to include electrical rough -in and wire for permanent connections Electrical: internet connection and photometric design and light fixtures on sales floor, back of house, and bathroom $91,604.50 $30,175.60 Plumbing: complete ADA accessible bathroom with 1 1/2" water service, sink, toilet, and accessories Epoxy paint and tile flooring in bathroom $30,714.45 $7,974.98 Drywall: min. 1 hr fire rated demising walls with framing, insulation, sheetrock, and finished for sale floor, back of house, and dressing rooms Painting $51, 729.60 $11,854.70 Flooring - sales floor $22,092.85 Low Voltage: connection to main building data distribution room for fiber internet; wireless internet in store Construction Subtotal: Architect and Engineer Professional Design and Permit Plan Services: $13,794.56 $367,515.84 $17,500.00 Permitting and CA Allowance: FF&E Allowance for sales floor and BOH $18,375.79 $25,000.00 Sub Total $428,391.63 Please note that these costs for the CRA space have ben projected without the benefit of construction drawings and could change when the job is fully bid. The work is proposed to be completed at cost, without a fee, and subject to CRA audit. Alternatively, the CRA could complete the work on their own. Construction Costs Block 55 - CRA Buildout October 2024 Packet Pg. 52 4.4 SEOPW Board of Commissioners Meeting November 21, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King Date: November 14, 2024 and Members of the CRA Board File: 16958 From: James McQueen Executive Director Subject: 4/5ths Vote: Girl Power Rocks, Inc. for the Development of Mama Hattie's House and Soft Costs. Enclosures: File # 16958 - Public File # 16958 - File # 16958 - Notice to the Exhibit A Exhibit B BACKGROUND: A Resolution of the Board of Commissioners ("Board") of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA"), with attachment(s), rescinding Resolution No. CRA-R-23-0021, adopted on May 25, 2023, attached and incorporated herein as Exhibit "A," and enacting this new Resolution, 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 `B," 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 organization, Girl Power Rocks, Inc., a Florida Not -For -Profit Corporation, in the development of Mama Hattie's House, a mixed -used development with administrative space on the ground floor, and its associated soft costs in an amount not to exceed Five Hundred Thousand Dollars and Zero Cents ($500,000.00) ("Soft Costs") for an aggregate amount not to exceed Five Million Dollars and Zero Cents ($5,000,000.00) ("Funds"), and waiving the requirements for competitive sealed bidding as not being practicable or advantageous to the SEOPW CRA. On January 22, 2010, the Miami -Dade County ("MDC"), the City of Miami (the "City"), and the SEOPW CRA entered an Amendment to the 1983 Interlocal Cooperation Agreement ("Amendment"). As part of the Amendment, the parties agreed on specific listed projects. Mama Hattie's House is a listed project that shall be partially funded by the SEOPW CRA when MDC and the City have determined that the project is ready to proceed. On May 25, 2023, the Board of Commissioners authorized the Executive Director to disperse funds to Girl Power Rocks, Inc., a Florida For Profit Corporation, to assist with the development of Mama Hattie's House ("Purpose"), a mixed -use development with administrative space on the ground floor in an amount not to exceed Five Million Dollars and Zero Cents ($5,000,000.00) ("Funds"). Packet Pg. 53 4.4 The SEOPW CRA wishes to clarify that the Funds shall also include for soft costs, such as legal fees, consultant fees and professional architectural/engineering fees associated with the Project, in an amount not to exceed Five Hundred Thousand Dollars and Zero Cents ($500,000.00). It is recommended that the Board of the SEOPW CRA approve and adopt the attached Resolution, authorizing the allocation of the Funds to the organization, Girl Power Rocks, Inc, 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 " as a stated redevelopment goal. Section 2, Goal 6, of the Plan, lists the "[i]mprove[ment of] the [q]uality of [1]ife for residents" as a stated redevelopment goal. Section 2, Principle 4, of the Plan, provides that "employment opportunities be made available to existing residents ..." as a stated redevelopment principle. Further, Section 2, Principle 6, of the Plan, provides that to "address and improve the neighborhood economy and expand economic opportunities of present and future residents ..." FUNDING: $5,000,000.00 allocated from account 10050.920101.883000.0000.00000 — SEOPW - Other Grant and Aids. FACT SHEET: Company name: Girl Power Rocks, Inc. Address: 1600 N.W. 3' Avenue, Suite 100, Miami, FL 33136 Funding request: $5,000,000.00 Scope of work or services (Summary): To support the development of Mama Hattie's House and associated soft costs up to $500,000.00. Page 2 of 7 Packet Pg. 54 4.4 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: November 21, 2024 CRA Section: Brief description of CRA Agenda Item: Approving rescission of CRA-R-23-0021 and enactment of new resolution to clarify soft costs for Mama Hattie's House Development — Girl Power Rocks, Inc. 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: Funding allocation in the amount of $5,000,000 has already been encumbered previously. Page 3 of 7 Packet Pg. 55 4.4 Approved by: Approval: Executive Director 11/14/2024 i'f I, Miguel A Valcnttiirl, Finance Officer 11/14/2024 Page 4 of 7 Packet Pg. 56 4.4 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 16958 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), RESCINDING RESOLUTION NO. CRA-R-23-0021, ADOPTED ON MAY 25, 2023, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A," AND ENACTING THIS NEW RESOLUTION, 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 "B," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS, PURSUANT TO SECTIONS 18-85 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA, TO ASSIST WITH THE DEVELOPMENT OF MAMA HATTIE'S HOUSE, A MIXED -USED DEVELOPMENT WITH ADMINISTRATIVE SPACE ON THE GROUND FLOOR, AND ALL ASSOCIATED SOFT COSTS IN AN AMOUNT NOT TO EXCEED FIVE HUNDRED THOUSAND DOLLARS AND ZERO CENTS ($500,000.00) ("SOFT COSTS"), AND WAIVING THE REQUIREMENTS FOR COMPETITIVE SEALED BIDDING AS NOT BEING PRACTICABLE OR ADVANTAGEOUS TO THE SEOPW CRA; 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, ALLOCATED FROM OTHER GRANTS AND AIDS, ACCOUNT NO. 10050.920101.883000.0000.00000, IN AN AMOUNT NOT TO EXCEED FIVE MILLION DOLLARS AND ZERO CENTS ($5,000,000.00) ("FUNDS"); FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO THE GENERAL COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR INCORPORATION OF RECITALS AND FOR 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, through Resolution No. CRA-R-23-0021, attached and incorporated herein as Exhibit "A," the Board of Commissioners authorized the Executive Director to disperse funds to Girl Page 5 of 7 Packet Pg. 57 4.4 Power Rocks, Inc., a Florida For Profit Corporation ("Grantee") to assist with the development of Mama Hattie's House, a mixed -use development with administrative space on the ground floor ("Project"); and WHEREAS, the SEOPW CRA would like to rescind the previous resolution, in its entirety to clarify the terms; and WHEREAS, on January 22, 2010, the Miami -Dade County ("MDC"), the City of Miami (the "City"), and the SEOPW CRA entered an Amendment to the 1983 Interlocal Cooperation Agreement ("Amendment"); and WHEREAS, as part of the Amendment, the parties agreed on specific projects; and WHEREAS, Mama Hattie's House is listed as one of the specific projects within the Amendment; and WHEREAS, for over twenty-two (22) years, Grantee has operated within the SEOPW CRA redevelopment area; and WHEREAS, Grantee focuses on fostering positive social life skills, positive behavior, and emotional awareness, monitoring and providing academic performance, teaching workforce skills, providing job training in science, technology, engineering, art, and math ("STEAM"), and offering field trip opportunities; and WHEREAS, Grantee's mission continues to align with the SEOPW CRA's redevelopment goals and principles; and WHEREAS, the Project will run as a five -story mixed use facility that will operate twenty -four - hours to include retail, support for start-ups businesses, as a permanent home base for females ages 11- 21 who will soon age out of foster care, neglected, abused, transitioning from homelessness, exiting detention, and females enrolled in the Grantee's youth and work training programming; and WHEREAS, the Board of Commissioners wishes to authorize funding in the amount not to exceed Five Million Dollars and Zero Cents ($5,000,000.00) ("Funds") to Girl Power Rocks, Inc., for the Project; and WHEREAS, the SEOPW CRA wishes to clarify that the Funds shall include for soft costs, such as legal fees, consultant fees and professional architectural/engineering fees associated with the Project, in an amount not to exceed Five Hundred Thousand Dollars and Zero Cents ($500,000.00); 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, attached and incorporated herein as Exhibit "B," 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, including any and all amendments, 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: Page 6 of 7 Packet Pg. 58 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. Resolution No. CRA-R-23-0021, adopted on May 25, 2023 is hereby rescinded in its entirety. Section 3. Pursuant to Sections 18-85 and 18-86 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 "B," 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 4. 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 5. 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. Section 6. 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. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ounsel 11/14/2024 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. 59 4.4.a Southeast Overtown/Park West Community u) Redevelopment Agency ra NOTICE OF PUBLIC HEARING The Board of Commissioners ("Board") of the Southeast Overt 2 i/ Park West Community Redevelopment Agency ("SEOPW CRA' o ill hold a Public Hearing on Thursday, November 21st, 2024, at 1 0 a.m. or anytime thereafter in the City Commission chambers loc E d at Miami City Hall, 3500 Pan American Drive, Miami, FL 33133 a The Board will consider amending existing Resolution o �. CRA-R-23-0021 ("Resolution"), passed and adopted on Ma) s 5, 2023, to Girl Power Rocks, Inc., a Florida Not -For -Profit Corpora i i, to incorporate soft costs that will support the development of Iv .2 a Hattie's House, a five -story mixed -use facility with retail and p c c spaces, as well as residential units for young women. In accordance with the SEOPW CRA 2018 Redevelop 0 • it Plan Update ("Plan") and Florida Statutes 163, the Boarc d III consider the amendment to the Resolution to further assi c n the development of the facility. This amendment will improve a e quality of life for residents within the redevelopment area, al s consistent with the Plan. ai 0 All comments and questions with respect to the meeting > d public participation should be addressed to James D. McQt. • i, Executive Director, or Vincent T. Brown, Esq., Staff Coui 14 I/ Deputy Director, at 819 N.W. 2nd Avenue, 3rd Floor, Miami, Fli oo a 33136 or (305) 679-6800. This action is being considered pursuant to Section 18-85( �f the Code of the City of Miami, Florida as amended ("City Co I ). The recommendation and findings to be considered in this m a )r are set forth in the proposed resolution and will be avai . e as with the scheduled SEOPW CRA Board meeting or an) o e thereafter in the City Commission chambers. Should any person desire to appeal any decision of the Board Z h respect to any matter considered at this meeting, that person o' • [II ensure that a verbatim record of the proceedings is made, incli g all testimony and evidence upon which any appeal may be b d (F.S. 286.0105). In accordance with the Americans with Disabilities Act of 1 ), persons needing special accommodations to participate it a s proceeding may contact the Office of the City Clerk at (s i) 250-5361 (Voice), not later than two (2) business days pri o o the proceeding. TTY users may call 711 (Florida Relay Seri a ), not later than two (2) business days prior to the proceeding. Ad No. 43618 Packet Pg. 60 ierK or the !Joe d 4.4.b Southeast Overtown/Park West Community Redevelopment Agency Legislation CRA Resolution: CRA-R-23-0021 File Number: 14029 Final Action Date:5/25/2023 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING 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, AS ADOPTED BY THE SEOPW CRA, WAIVING THE REQUIREMENTS FOR COMPETITIVE SEALED BIDDING AS NOT BEING PRACTICABLE OR ADVANTAGEOUS TO THE SEOPW CRA; 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 FROM THE GRANTS AND AIDS" ACCOUNT, ACCOUNT NO. 10050.920101.883000.0000.00000, IN AN AMOUNT TO NOT EXCEED FIVE MILLION DOLLARS AND ZERO CENTS ($5,000,000.00) ("FUNDS"), TO GIRL POWER ROCKS, INC. ("GPR"), A FLORIDA NOT -FOR -PROFIT CORPORATION, TO ASSIST WITH THE DEVELOPMENT OF MAMA HATTIE'S HOUSE, A MIXED - USE DEVELOPMENT WITH ADMINISTRATIVE SPACE ON THE GROUND FLOOR; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO THE GENERAL COUNSEL; FOR THE ALLOCATION OF THE FUNDS FOR THE PURPOSE STATED HEREIN; SUBJECT TO THE AVAILABILITY OF FUNDING; PROVIDING FOR INCORPORATION OF RECITALS, AND PROVIDING FOR 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 2018 Updated Southeast Overtown/Park West Redevelopment Update Plan (the "Plan "); and WHEREAS, Section 2, Goals 4 and 6 on page 10 of the Plan, "creati[on of] jobs within the community" and "improving quality of life for residents", as stated redevelopment goals; and WHEREAS, Section 2, Goal 6, on page 10 of the Plan, lists "improving the quality of life for residents", as a stated redevelopment goal; and WHEREAS, Section 2, Principle 3, of the Plan, further provides that "there must be variety in housing options" as a stated redevelopment principle; and WHEREAS, On January 22, 2010, the Miami -Dade County ("MDC"), the City of Miami (the "City"), and the SEOPW CRA entered an Amendment to the 1983 Interlocal Cooperation Agreement ("Amendment"). Attachment: File # 16958 - Exhibit A (16958 : 4/5ths Vote: Girl Power Rocks, Inc. for the Development of Mama Hattie's House and Soft Costs.) City of Miami Page 1 of 3 File ID: 14029 (Revision:) Printed On: 5/31/2023 Packet Pg. 61 File ID: 14029 Enactment Number: CRA-R-23-0021 4.4.b WHEREAS, Part of the Amendment, the parties agreed on specific listed projects; and WHEREAS, Mama Hattie's House is listed within the Amendment; and WHEREAS, The development for Mama Hattie's House will consist of mixed -use development with administrative space on the ground floor and residence for young females at - risk on the upper floors; and WHEREAS, The administrative space will supply programs encouraging academic achievement, accountability partners, career readiness, and social communication; and WHEREAS, For over twenty-two (22) years, Girl Power Rocks, Inc., a Florida not -for - profit corporation ("GPR"), operates within the SEOPW CRA redevelopment area; and WHEREAS, GPR focuses on fostering positive social life skills, positive behavior, and emotional awareness, monitoring and providing academic performance, teaching workforce skills, providing job training in science, technology, engineering, art, and math ("STEAM"), and offering field trip opportunities; and WHEREAS, GPR mission continues to align with the SEOPW CRA's goals and principles; and WHEREAS, MMH development will run a five -story mixed use facility that will operate twenty -four -hours to include retail, support for start-ups businesses, as a permanent home base for females ages 11- 21 who will soon age out of foster care, neglected, abused, transitioning from homelessness, exiting detention, and females enrolled in Girl Power Rocks, Inc. Programs; and WHEREAS, A total of forty females, twenty ages 11 - 17 and twenty ages 18 - 21. MMH building will reside in the Redevelopment area, the construction will start in 2024, and construction will be complete by the end of December 2026; and WHEREAS, the Board of Commissioners wishes to authorize funding in the amount not to exceed Five Million Dollars and Zero Cents ($5,000,000.00) ("Funds") to Girl Power Rocks, Inc., for the construction of MMH; 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, 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 and 18-86 of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA, and to authorize the Executive Director to negotiate and execute any and all agreements necessary, all in forms acceptable to the General Counsel. Funds to Girl Power Rocks, Inc., for the development of Mama Hattie's House, subject to the availability of funds; and 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. By a four -fifths (4/5th) affirmative vote, after an advertised public hearing, the Executive Director's recommendation and written findings that competitive negotiation methods and procedures are not practicable or advantageous to the SEOPW CRA, pursuant to Section 18-85 and 18-86 of the City Code, as adopted by the SEOPW CRA, and waiving the requirements for said procedures is ratified, approved, and confirmed. Attachment: File # 16958 - Exhibit A (16958 : 4/5ths Vote: Girl Power Rocks, Inc. for the Development of Mama Hattie's House and Soft Costs.) City of Miami Page 2 of 3 File ID: 14029 (Revision:) Printed on: $1°41"3"" Packet Pg. 62 File ID: 14029 Enactment Number: CRA-R-23-0021 4.4.b Section 3. The Executive Director is hereby authorized to disperse funds, at his discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory documentation from the Grants and Aids" Account No. 10050.920101.883000.0000.00000, subject to the availability of funds to Girl Power Rocks, Inc., for the development of Mama Hattie's House. Section 4. The Executive Director is authorized to negotiate and execute an agreement, including any and all necessary documents and all -in forms acceptable to the General Counsel, for said purpose. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ounsel 5/18/2023 Attachment: File # 16958 - Exhibit A (16958 : 4/5ths Vote: Girl Power Rocks, Inc. for the Development of Mama Hattie's House and Soft Costs.) City of Miami Page 3 of 3 File ID: 14029 (Revision:) Printed on: $1°41"3"" Packet Pg. 63 SEOPW Board of Commissioners Meeting November 21, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY 4/5ths RECOMMENDATION INTER -OFFICE MEMORANDUM To: Board Chair Christine King and Members of the SEOPW CRA Board From: James D. McQueen Executive Director Date: November 13, 2024 File: Subject: Recommendations and findings to waive competitive sealed bidding and negotiation methods pursuant to City Code 18-85(a) for Girl Power Rocks, Inc. Enclosures: Exhibit "A" Exhibit "B" 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"). For over twenty-three (23) years, Girl Power Rock's, Inc., a Florida -Not -For -Profit Corporation has operated within the SEOPW CRA redevelopment area, focusing on teaching positive social life skills, positive behavior, and emotional awareness for young residents in the community. The development of Mama Hattie's House will run a five -story, mixed use -facility that will operate 24 hours to include retail, support for start-ups businesses, and will be a permanent home base for women ages 11- 21. This age group includes those who will soon age out of foster care, and are either neglected, abused, or transitioning from homelessness. On January 22, 2010, the Miami -Dade County ("MDC"), the City of Miami (the "City"), and the SEOPW CRA entered an Amendment to the 1983 Interlocal Cooperation Agreement ("Amendment"). As part of the Amendment, the parties agreed on specific projects. Mama Hattie's House is listed as a specific project that shall be partially funded by the SEOPW CRA when MDC and the City have determined that the project is ready to proceed. The funds provided by the SEOPW CRA shall include coverage for soft costs associated with the Mama Hattie's House project, such as legal fees, consultant fees and professional architectural/engineering fees, in an amount not to exceed Five Hundred Thousand Dollars and Zero Cents ($500,000.00) of the requested Five Million Dollars and Zero Cents ($5,000,000.00) ("Funds"). It is recommended that such Funds be committed to this project. The Executive Director has reviewed and vetted Girl Power Rocks, 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. Packet Pg. 64 4.4.c APPROVED Jame . McQueen, Executive Director Packet Pg. 65 4.5 SEOPW Board of Commissioners Meeting November 21, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King Date: November 14, 2024 and Members of the CRA Board File: 16959 From: James McQueen Executive Director Subject: Resolution Accepting Selection of Top Ranked Proposer to RFP 24-01 — Development of a 0.68-acre Asse Enclosures: File # 16959 - Backup BACKGROUND: A Resolution of the Board of Commissioners ("Board") of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA"), accepting the recommendation to select Coral Rock St. Agnes Partners, LLC as the top ranked proposer to Request for Proposals (RFP) No. 24-01 for the development of a 0.68-acre assemblage of contiguous land within the Historic Overtown neighborhood, and authorizing the Executive Director to negotiate a Development Agreement with the top ranked proposer. The SEOPW CRA owns four (4) parcels of land totaling 29,881 square feet in the aggregate, located at 1141 N.W. 3rd Avenue; further described as follows: Parcel # Address Folio # 1 1141 N.W. 3rd Avenue 01-3136-037-0540 2 242N.W. 12th Street 01-3136-037-0520 3 234 N.W. 12th Street 01-3136-037-0510 4 224 N.W. 12th Street 01-3136-037-0500 The RFP was issued on April 17, 2024, and on May 21, 2024, the SEOPW CRA received the following two (2) responses: • Coral Rock St. Agnes Partners, LLC • Smith and Henzy Affordable Group On November 5, 2024, a selection committee consisting of: Ms. Natalya Sangster, SEOPW CRA; Mr. Mark Stallworth, SEOPW CRA; and Mr. Brandon Thomas (the "Selection Committee"), met at a publicly noticed meeting to evaluate the proposals. Packet Pg. 66 4.5 Pursuant to the procedures outlined in the RFP, the Selection Committee ranked the proposal received from Coral Rock St. Agnes Partners, LLC as the top proposer. It is recommended that Board accept the Selection Committee's recommendation and authorize the Executive Director to negotiate a Development Agreement with Coral Rock St. Agnes Partners, LLC. This Resolution requires a proposed development agreement to be presented to the Board for consideration, and if satisfactory, approval and award. This Resolution is not intended to be an award of development rights, or to otherwise create any rights whatsoever in the proposer referenced herein. BACKGROUND: Pursuant to Section 163.380, Florida Statutes, and the 2018 Updated Southeast Overtown/Park West Community Redevelopment Plan (the "Plan"); the SEOPW CRA is authorized to "dispose of, or otherwise transfer [acquired] property [within the Redevelopment Area] or any interest therein ... to any private person ..." Section 2, Goal 2 of the Plan, lists "expand[ing] the tax base using public -private principles" and "creati[ing] viable commercial corridors ... through Public -Private Partnerships" as a stated redevelopment goal. Section 2, Goal 3 of the Plan, lists "working with the [public] and the private sector to encourage and create a sound balance of ... affordable ... housing within the [SEOPW] CRA" as a stated redevelopment goal. Section, Goal 4 of the Plan, lists the "creati[on of] jobs within the community" as a stated redevelopment goal. Section 2, Goal 6 of the Plan, lists "[i]mproving the [q]uality of [1]ife for residents; creating housing environments" as a stated redevelopment goal. Section 2, Principle 2 of the Plan, provides that the "neighborhood ... retain access to affordable housing" as a stated redevelopment principle. Further, Section 2, Principle 3 of the Plan, provides that there "must be variety in housing options" as a stated redevelopment principle. FUNDING: This Resolution does not commit funding nor dispose of any real property. Page 2 of 6 Packet Pg. 67 4.5 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: November 21, 2024 CRA Section: Brief description of CRA Agenda Item: Form Not Applicable 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 11/14/2024 Approval: Miguel A Valcntir , F ?riarrce O c 11/14/2024 Page 3 of 6 Packet Pg. 68 4.5 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 16959 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS ("BOARD") OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), ACCEPTING THE SELECTION COMMITTEE'S RECOMMENDATION TO SELECT CORAL ROCK ST. AGNES PARTNERS, LLC, A FLORIDA LIMITED LIABILITY COMPANY, AS THE TOP RANKED PROPOSER TO DEVELOP A 0.68-ACRE ASSEMBLAGE OF CONTIGUOUS LAND PARCELS WITHIN THE HISTORIC OVERTOWN NEIGHBORHOOD, LOCATED AT 1141 NW 3RD AVE, 242 NW 12TH ST, 234 NW 12TH ST, AND 224 NW 12TH ST, MIAMI, FLORIDA 33136, CONTAINING AN APPROXIMATE TOTAL LOT AREA OF 29,881 SQUARE FEET ("PROPERTY"), FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE A DEVELOPMENT AGREEMENT WITH THE TOP RANKED PROPOSER; FURTHER DIRECTING THE EXECUTIVE DIRECTOR TO PRESENT ANY PROPOSED DEVELOPMENT AGREEMENT TO THE BOARD FOR ITS CONSIDERATION AND, IF SATISFACTORY, APPROVAL AND AWARD; CLARIFYING THAT THIS RESOLUTION IS NOT INTENDED TO BE AN AWARD OF DEVELOPMENT RIGHTS OR TO OTHERWISE CREATE ANY RIGHTS WHATSOEVER THE PROPOSER REFERENCED HEREIN. 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 (the "Plan"); and WHEREAS, Section 163.380, Florida Statutes, and the Plan authorizes the SEOPW CRA to "dispose of, or otherwise transfer [acquired] property [within the Redevelopment Area] or any interest therein ... to any private person ..."; and WHEREAS, Section 2, Goal 2 of the Plan lists "expand[ing] the tax base using public -private principles" and "creati[ing] viable commercial corridors ... through Public -Private Partnerships" as a stated redevelopment goal; and WHEREAS, Section 2, Goal 3 of the Plan lists "working with the [public] and the private sector to encourage and create a sound balance of ... affordable ... housing within the [SEOPW] CRA" as a stated redevelopment goal; and WHEREAS, Section, 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. 69 4.5 WHEREAS, Section 2, Goal 6 of the Plan lists "[i]mproving the [q]uality of [1]ife for residents; creating housing ... environments" as a stated redevelopment goal; and WHEREAS, Section 2, Principle 2 of the Plan provides that the "neighborhood ... retain access to affordable housing" as a stated redevelopment principle; and WHEREAS, Section 2, Principle 3 of the Plan provides that there "must be variety in housing options" as a stated redevelopment principle; and WHEREAS, the SEOPW currently owns four (4) parcels of land, totaling 29,881 square feet in the aggregate, located at 1141 N.W. 3rd Avenue (Folio No. 01-3136-037-0540); 242 N.W. 12th Street (Folio No. 01-3136-037-0520); 234 N.W. 12d' Street (Folio No. 01-3136-037-0510); and 224 N.W. 12t1' Street (Folio No. 01-3136-037-0500), Miami, Florida 33136 (the "Properties"); and WHEREAS, on April 17, 2024, the SEOPW CRA issued Request for Proposals ("RFP") #24-01 with the intent to develop the foregoing Properties for affordable housing in accordance with the Plan; and WHEREAS, by May 21, 2024, the RFP deadline, the SEOPW CRA received two (2) responses to RFP #24-01; and WHEREAS, on November 5, 2024, a selection committee consisting of: Ms. Natalya Sangster, SEOPW CRA; Mr. Mark Stallworth, SEOPW CRA; and Mr. Brandon Thomas, SEOPW CRA ("Committee"), met at a publicly noticed meeting to evaluate the proposals; and WHERAS, the Committee ranked the proposal received from Coral Rock St. Agnes Partners, LLC, a Florida Limited Liability Company, the top proposer to the RFP; and WHEREAS, the Board of Commissioners wishes to accept the selection committee's recommendation to select Coral Rock St. Agnes Partners, LLC as the top ranked proposer to RFP #24-01 and to authorize the Executive Director to negotiate a Development Agreement with the top ranked proposer; and WHEREAS, the Board of Commissioners wish to clarify that this Resolution is not intended to be an award of development rights or to otherwise create any rights whatsoever in the proposer referenced herein; WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the SEOPW CRA's redevelopment goals and objectives; and 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 Executive Director to select Coral Rock St. Agnes Partners, LLC as the top ranked proposer to RFP #24-01, and further authorize the Executive Director to negotiate a development agreement with the top ranked proposer, and further direct the Executive Director to present any proposed development agreement to the Board for its consideration and, if satisfactory, approval and award. Page 5 of 6 Packet Pg. 70 4.5 Section 3. The Executive Director is authorized to negotiate and present a Development Agreement with the top ranked proposer to the Board for its consideration, and, if satisfactory, approval and award. Section 4. This Resolution is not intended to be an award of development rights or to otherwise create any rights whatsoever in the proposer referenced herein. 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. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ounsel 11/14/2024 Page 6 of 6 Packet Pg. 71 4.5.a SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: James McQueen Date: November 5, 2024 Executive Director, SEOPW CRA \ • Subject: RFP 24-01 Evaluation From: Brian Zeltsman, RA References: Director of Architecture & Development, SEOPW CRA File. Enclosures: Selection Committee Scoring Sheets; Bid Security List On April 17, 2024, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") issued Request for Proposals ("RFP") No. 24-01 "NW 12th Street Affordable Housing Development" for development of 29,881 square feet of property between NW 11th and 12th Streets, along the east side of NW 3rd Avenue. On May 21, 2024, the SEOPW CRA received the following two (2) responses: • Coral Rock St. Agnes Partners, LLC — "Soul of Overtown Apartments" • Smith & Henzy Affordable Group On November 5, 2024, a selection committee consisting of: Ms. Natalya Sangster, SEOPW CRA, Mr. Mark Stallworth, SEOPW CRA, and Mr. Brandon Thomas, SEOPW CRA, met at a publicly noticed, open meeting to evaluate the proposals. Pursuant to the procedures and evaluation criteria outlined in the RFP, the Selection Committee scored the proposals in the following ranking order: 1. Coral Rock St. Agnes Partners, LLC — "Soul of Overtown Apartments" 2. Smith & Henzy Affordable Group Cc: Selection Committee members Vincent Brown, SEOPW CRA Deputy Director Attachment: File # 16959 - Backup (16959 : Resolution Accepting Selection of Top Ranked Proposer to RFP 24-01 — Development of a 0.68-acre Packet Pg. 72 4.5.a On: 5 - 2 6/ Today's Date CITY OF MIAMI OFFICE OF THE CITY CLERK BID SECURITY LIST BID ITEM: NW 12TH STREET AFFORDABLE HOUSING DEVELOPMENT BID NUMBER: RFP 24-01 DATE BID OPENED: May 21, 2024 TIME: 11:00 a.m. BIDDER BID TOTAL BID BOND (ER) AMOUNT CASHIER'S CHECK Coral Rock St. Agnes Partners, LLC N/A N/A Smith & Henzy Affordable Group N/A N/A :-. t-.A. - 4 ---..- .".• --. r,--v1 l'..!- cf.7.7rs srthr.-.E7i.!-: 7.71 r,,,,,•:-..- -- _ ,. ala hereby re3sciod. C2 Iflt." ::., i ,...1-..,.....c::=2.r.n. if czthi'il • Received (2 ) bid(s) on: behalf:Southeast Overtown/Park West CRA Person Receiving Bid(s) Departme ,t PREPARED BY: .7. ; Deputy City Clerk Attachment: File # 16959 - Backup (16959 : Resolution Accepting Selection of Top Ranked Proposer to RFP 24-01 — Development of a 0.68-acre Packet Pg. 73 'FL '6d le)13ed Selection Committee Scoring Sheet Project: Bid Number: NW 12th Street Affordable Housing Development RFP No. 24-01 Score Criteria Coral Rock St. Agnes Partners, LLC Smith & Henzy Affordable Group Development Concept (Max Points 25) 9, I I Feasibility of the financing plan & realistic ability to complete the project within the proposed schedule & with the fewest financial contingencies (Max Points 20) I` V It - Qualifications & experience of development team, including experience with projects of similar scale & complexity (Max Points 15) a. ri Fulfillment of SEOPW CRA redevelopment goals & principles; and attention to the Master Plan (Max Points 15) ` � Attention to the historic and cultural significance; including community benefits participation (Max Points 25) �� Total Points 100 "11 0 Scored by (print) : Scored by (sign) Date: III 5 igoatt V\om(AS Attachment: File # 16959 - Backup (16959 : Resolution Accepting Selection of Top Ranked Proposer to RFP 24-01 — Development of a 0.68-acre SL '6d le)13ed Selection Committee Scoring Sheet Project: Bid Number: NW 12th Street Affordable Housing Development RFP No. 24-01 Score Criteria Coral Rock St. Agnes Partners, LLC Smith & Henzy Affordable Group Development Concept (Max Points 25)2._if I ?-- Feasibility of the financing plan & realistic ability to complete the project within the proposed schedule & with the fewest financial contingencies (Max Points 20) D /D Qualifications & experience of development team, including experience with projects of similar scale & complexity (Max Points 15) (� i / / Fulfillment of SEOPW CRA redevelopment goals & principles; and attention to the Master Plan (Max Points 15) 1 5.--- 7 Attention to the historic and cultural significance; including community benefits participation (Max Points 25) 2- ? / Total Points 100 77 Y I Scored by (print) : Scored by (sign) : Date: Meek S!.lI.,�K oz Attachment: File # 16959 - Backup (16959 : Resolution Accepting Selection of Top Ranked Proposer to RFP 24-01 — Development of a 0.68-acre 9L '6d le)13ed Selection Committee Scoring Sheet Project: Bid Number: NW 12th Street Affordable Housing Development RFP No. 24-01 Score Criteria Coral Rock St. Agnes Partners, LLC Smith & Henzy Affordable Group Development Concept (Max Points 25) d 5 aQ Feasibility of the financing plan & realistic ability to complete the project within the proposed schedule & with the fewest financial contingencies (Max Points 20) / 5 /0 Qualifications & experience of development team, including experience with projects of similar scale & complexity (Max Points 15) / S /s Fulfillment of SEOPW CRA redevelopment goals & principles; and attention to the Master Plan (Max Points 15) 1 S / 5 Attention to the historic and cultural significance; including community benefits participation (Max Points 25) aQ / . Total Points 100 ?0 75- Scored by (print) : Scored by (sign) : Date: nl0.d-aAM0. SYlNi9-SMr p U it -- Attachment: File # 16959 - Backup (16959 : Resolution Accepting Selection of Top Ranked Proposer to RFP 24-01 — Development of a 0.68-acre 4.6 SEOPW Board of Commissioners Meeting November 21, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King Date: November 14, 2024 and Members of the CRA Board File: 16960 From: James McQueen Executive Director Subject: 4/5ths Vote: Youth Programming Bid Waiver for Girl Power Rocks, Inc., in Fiscal Year 2024-2025. Enclosures: File # 16960 - File # 16960 - File # 16960 - File # 16960 - Public Exhibit A Exhibit B Exhibit C Notice to the 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 organization, Girl Power Rocks, Inc., a Florida Not -For - Profit Corporation, set forth in Exhibit `B," attached and incorporated herein, in providing youth development through the Summer STEAM and Workforce Training Program, as described in their proposal, 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 Sixty -Eight Thousand Dollars and Zero Cents ($68,000.00) ("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 organization, Girl Power Rocks, Inc, 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. 77 4.6 Section 2, Goal 4 of the Plan, lists the "creati[on of] jobs within the community..." as a stated redevelopment goal. Section 2, Goal 6, of the Plan, lists the "[i]mprove[ment of] the [q]uality of [1]ife for residents" as a stated redevelopment goal. Section 2, Principle 4, of the Plan, provides that "employment opportunities be made available to existing residents ..." as a stated redevelopment principle. Further, Section 2, Principle 6, of the Plan provides that to "address and improve the neighborhood economy and expand economic opportunities of present and future residents ..." as a stated redevelopment principle. FUNDING: $68,000.00 allocated as follows: $68,000.00 - Other Grant Aids / Non-TIF Revenue Fund - 10051.920101.883000.0000.00000. FACT SHEET: Company name: Girl Power Rocks, Inc., a Florida Not -For -Profit Corporation. Address: 1600 N.W. 3rd Avenue, Suite 100 Miami, Florida 33136 Number of participants: Targeting 36 - 48 participants Funding request: Girl Power Rocks, Inc. $68,000.00 Total Allocation Youth Programming Grants 2024-25: $68,000.00 Scope of work or services (Summary): Assist Redevelopment Area Residents with job employment assistance. Page 2 of 6 Packet Pg. 78 4.6 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: November 21, 2024 CRA Section: Brief description of CRA Agenda Item: Approving a grant in the amount of $68,000.00 to Girl Power Rocks, Inc. for the youth programming 2024-2025. Project Number YES, there Account Code: (if applicable): are sufficient funds in Line Item: 10051.920101.883000.0000.00000 Amount: $ 6 8 , 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 11/14/2024 Approval: ' C )'/,)y' MigLel A Valbntit F �riance Officer '-'t ' 11/14/2024 Page 3 of 6 Packet Pg. 79 4.6 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 16960 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 AMOUNT NOT TO EXCEED SIXTY-EIGHT THOUSAND DOLLARS AND ZERO CENTS ($68,000.00) ("FUNDS") TO ASSIST THE ORGANIZATION, GIRL POWER ROCKS, INC., A FLORIDA NOT -FOR -PROFIT CORPORATION, SET FORTH IN EXHIBIT "B," ATTACHED AND INCORPORATED HEREIN, IN PROVIDING YOUTH TRAINING PROGRAMS, AS DESCRIBED IN THEIR 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. 80 4 fi 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, Girl Power Rocks, 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 requested funds to assist in continuing to provide youth training programs, as described in their respective proposal, as set forth in Exhibit "C," attached and incorporated herein; and WHEREAS, the organization's mission continues 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 similar to what facilitated by the organization, defined in Exhibit "B"; and WHEREAS, the Board of Commissioners wishes to further authorize funding in an amount not to exceed Sixty -Eight Thousand Dollars and Zero Cents ($68,000.00) ("Funds") to the organization, 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. Section 2. Pursuant to Sections 18-85 and 18-86 of the City Code, as adopted by the SEOPW CRA, by a four -fifths (4/5th) affirmative vote, after an advertised public hearing, the Executive Director's recommendation and written findings, attached and incorporated herein as Exhibit "A," that Page 5 of 6 Packet Pg. 81 4.6 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, Girl Power Rocks, 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. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: r - B ounseI 11/14/2024 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 6 of 6 Packet Pg. 82 EXHIBIT "A" 4.6.a SEOPW Board of Commissioners Meeting November 21, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY 4/5ths RECOMMENDATION INTER -OFFICE MEMORANDUM To: Board Chair Christine King and Members of the SEOPW CRA Board From: James D. McQueen Executive Director Date: November 13, 2024 File: 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"). Girl Power Rocks, Inc., a Florida Not For Profit Corporation, requests assistance in an amount not to exceed Sixty -Eight Thousand Dollars and Zero Cents ($68,000.00) ("Funds"). Girl Power Rocks, 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 Girl Power Rocks, 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 1 8-85(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 D. McQueen, Ja Q en, Executive Director Attachment: File # 16960 - Exhibit A (16960 : 4/5ths Vote: Youth Programming Bid Waiver for Girl Power Rocks, Inc., in Fiscal Year 2024-2025.) Packet Pg. 83 4.6.b EXHIBIT "B" Organization(s) Girl Power Rocks, Inc. $68,000.00 Total Allocation Youth Programming Grants 2024-25: $68,000.00 Packet Pg. 84 EXHIBIT "C" 4.6.c GIRL POWER ROCKS, INC. October 28, 2024 Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, FL 33136 Dear James McQueen, We are requesting the amount of $68,000.00 from the Southeast Overtown/Park West Community Redevelopment Agency to assist with the Girl Power Rocks 2025 Summer S 1LAM and Workforce Training Program. Entity Legal Name: Girl Power Rocks Inc. Address: 1600 NW 3rd Avenue, Suite 100, Miami, FL 33136 Phone Number: 305-756-5502 President's Name: Thema Campbell President's email address: thema@girlpowerrocks.org Sincerely, Thema Campbell President/ CEO Girl Power Rocks, Inc. Formerly known as World Literacy Crusade of FL, Inc. 1600 NW 3rd Avenue, Suite 100, Miami, FL 33136 T: (305) 756-5502 F: (305) 757-73A girlpowerrodcs.org Packet Pg. 85 EXHIBIT "C" SEOPW CRA Grant APPLICATION 4.6.c Date of Application: October 28, 2024 Part II: Project Narrative - Provide a SEOPW CRA Statement of Work (SOW) Document: Below are the nine parts required for the statement of work. 1: Write the Introduction: Explain what work will be accomplished by your program and who is involved. This forms the baseline for the entire project/grant. Girl Power's mission is to empower girls and their families to succeed in order to restore, protect and preserve the family. We take the needs of at -promise girls seriously by providing programs and activities in redevelopment areas that create healthy, smart, strong and active leaders, empowered to get more out of life. Our programs encourage at -promise girls to build confidence, competence and pride. Girls build positive behavior beyond trauma and neglect, receiving academic and life coaching, group, trauma informed therapy, workforce soft skills, mentoring and social -emotional support. Girls develop life skills that help them become empowered leaders in their communities which will be passed on to future generations. Girl Power is applying to SOW under two categories for FY 2024/25, Youth Development and Arts and Culture. Under the Youth Development we are requesting approximately $68,000.00 to continue Girl Power's Summer STEAM and Workforce Training Program. Step 2: Identify the Project Purpose: Establish a purpose statement and answer the basic questions of what are the goals, deliverables, and objectives. The goal of Girl Power's seven -week STEAM and Workforce Training Program is to provide an exciting hands-on program designed specifically to help at -promise girls ages 11 to 17 in Redevelopment areas learn soft work -force skills and serve as a valuable resource for recruiting more girls into engineering and robotics at the middle school level training them to be leaders in science, technology, engineering, art, and math. The under -representation of at -promise girls in STEAM is deeply rooted in unequal gender norms that tell girls they are not cut out for subjects that require problem solving and an inquisitive mind. The goal of SSWTP is to prepare girls for the workforce of the future and offer them a year-round experience that provides opportunities to learn, achieve and excel in science, technology, engineering, arts, and math. As COVID-19 caused school and summer program closures limiting students from accessing learning opportunities, at- promise girls were left even further behind. Girl Power's SSWTP cultivates learning skills that are applicable throughout life such as, problem solving, technology techniques and science -based solutions which are critical to the advancement of at -promise girls' overall success. Step 3: Identify the Scope of Work: Determine the process that will be used to complete the work including. The scope should include time, results, and general steps for accomplishment. Packet Pg. 86 EXHIBIT "C" Summer STEAM Workforce Scope of Work 4.6.c Math and Science Trainings and Demonstrations. Entrepreneurship Education Career and Workforce Training Conduct Science and Math Labs offering training and demonstrations three times per week for one hour for six weeks. Utilize evidence -based model/curriculum, trained teachers, and volunteers to conduct entrepreneurial training with a final outcome of designing a prototype or service demonstrations. In partnership with Miami -Dade College Wolfson Campus to conduct Workforce and Soft Skills training in the areas of Science, Social Justice, Business, Engineering and Technology. Conduct pre and post math and science surveys to gain data on girls' knowledge and application in both fields. We expect that 85% will show an increase in math and/or science skills knowledge and/or applications. Conduct pre and post surveys, gain data on girls' knowledge and experience in the area of entrepreneurship. 85% will show improvements in their knowledge of project -based learning, problem solving. 85% of enrollees will receive a minimum of thirty-two hours of workforce training. Girls will earn a workforce stipend of $10 per hour x 8-hours per week. Step 4: Identify Work Location: Choose all locations where the project members might and will have to perform all tasks in the Statement of Work. Remember, to acquire funding from SEOPW CRA services are required to be within the SEOPW CRA Boundaries. Summer STEAM and Workforce Training Camp and Arts and Culture Bootcamp location: 1600 NW 3rd Avenue, Suite 100. Miami, FL 33136. Step 5: Develop the Tasks: Break the project down into more detailed tasks to include all the main deliverables, milestones, phases, and key tasks (Be specific) Summer STEAM Workforce Training Camp Main Deliverables Milestones Tasks Math and Science Conduct Science and Math Labs 2- *Pre and post surveys Trainings and times per week for 1.5 hours for a Demonstrations. total of 9-hours per summer x 30 students. (Instructor) *Weekly math and science lessons (Instructor) *Evaluate outcome data (Fidelity & Quality Assurance Manager Packet Pg. 87 EXHIBIT "C" 4.6.c Entrepreneurship Education Career and Workforce Training *Conduct 6 or more weeks of entrepreneurial training. *Work with students to design and deliver prototypes or service demonstrations. 30 Students will participate. *Conduct introduction to the workforce soft skills training in partnership with Miami -Dade College Wolfson. *Conduct training in STEM in the in the areas of Science, Social Justice, Business, Engineering and Technology. 30 Students will participate *Conduct pre and post surveys by Instructors. *Evaluate outcome of surveys *Evaluate the demonstrated prototype. Conduct and analyze Pre and Post Soft skills and STEAM learning gains. Girls will earn a workforce stipend of $10 per hour x 8-hours per week. Step 6: Identify the Milestones: Based on grant start and finish date identify all the major milestones in between. • March 2025: Begin recruiting students from the Overtown Community to participate in the Summer STEAM Workforce Training Camp • May 2025: Successfully enrolled 30 girls in the camp with signed enrollments forms from parents/caregivers. • June 16 to July 25, 2025: Students complete the 6-week camp. • August 2025: Outcome Report to CRA Step 7: Identify Goals that will be accomplished: Based pm grant start and finish date identify major goals that will be accomplished quarterly. • Quarter 1: Sign agreements with CRA, recruit students, conduct pre surveys and hire staff and consultants/arts, if necessary, meet with CRA staff as necessary. • Quarter 2: Train students, hire staff and consultants in necessary, promote events, meet with CRA staff, submit reimbursements and other reports to CRA. • Quarter 3: Train students, hire staff and consultants in necessary, promote events, meet with CRA staff, submit reimbursements and other reports to CRA. • Quarter 4: Train students, hire staff and consultants in necessary, promote events, meet with CRA staff, submit reimbursements and other Final Reports to CRA. Packet Pg. 88 EXHIBIT "C" 4.6.c Step 8: Identify the Deliverables: List each deliverable, show when it is due, and describe them in detail. Provide as much detail in this step. • Quarter 1: a. Sign Grant documents with CRA b. Enroll students via signed enrollment forms from parents/caregivers. c. Conduct pre surveys with students. d. Hire all new staff needed to conduct the program. e. Meeting with CRA liaison bi-monthly or as needed. • Quarter 2: • Produce and submit Reimbursements. a. Sign additional documents with CRA as needed. b. Continue to enroll students via signed enrollment forms from parents/caregivers if needed. c. Conduct pre and post surveys with students as needed. d. Hire additional new staff needed to conduct the program if needed. e. Meeting with CRA liaison bi-monthly or as needed. • Quarter 3: a. Hire summer staff and consultants. b. Enroll all summer students and get signed parental consent. c. Meet with CRA staff. d. Produce and submit reimbursements and other reports to CRA. • Quarter 4: Continue training students. Hire additional staff and consultants if necessary. Promote events. Continuing meeting with CRA staff. Produce and submit reimbursements and other reports. Produce and submit Final Outcome Reports to CRA. Packet Pg. 89 EXHIBIT "C" 4.6.c Step 9: Identify Grants Applied to for Additional Funding and Status: List grants your organization has applied to/intend on applying to for additional funding and support. a. Miami -Dade County- Pending b. The Children's Trust- Received c. Boeing- Pending Step 10: Provide Monthly Calendar/Schedule: Start with all the steps/tasks the project needs to accomplish then create a realistic schedule around that. The schedule should include each major deliverable and when and the order it needs to get done. Add all the management -related milestones including kickoff, reviews, development, trainings, implementation, testing, and project closeout/acceptance. • January 2025- Draft Summer Camp flyer and send to CRA for approval • February 2025- Confirm summer partners, field trips, inters and staff members. • March — April 2025: Recruit students from the Overtown Community to participate in the Summer STEAM Workforce Training Camp • May 2025: Successfully enroll 30 girls in the camp with signed enrollments forms from parents/caregivers. • May -June 2025: Train/ orient summer partners, field trips, inters and staff members • June 16 to July 25, 2025: Students participate and complete the 6-week camp. • August 2025: Outcome Report to CRA Part Ill: Provide Proposal and Detailed Budget Packet Pg. 90 EXHIBIT "C" 4.6.c Packet Pg. 91 EXHIBIT "C" 4.6.c Packet Pg. 92 Girl Power Rocks, Inc. EXHIBIT "C" 4.6.c 2025 PROJECTED - SUMMER STEAM CAMP BUDGET Subject to change 68,000.00 Expenses - Line Item Budget Amount I I Salaries and Fringes Overtown - Camp Directors @ $30 per hour x 40 hours per week x 8 weeks $8,000.00 I Ovetown - Camp Assistants - $25 per hour x 40 hours per week x 8 weeks - (covered by TCT) $0.00 Drivers - $20 per hour x 30 hours per week x 8 weeks x 50% $4,800.01 Total Salaries $12,800.01 I FRINGES FICA/MICA $1,274.49 Total Fringes $1,274.49 II OTHER EXPENSES Camp T-shirts - $12.00 each x 60 student t-shirts and 20 staff shirts (80 shirts total) $960.00 I Student Travel (van mileage for student daily drop-off and pick-up and travel to and from weekly filed trips) - Student transportation fuel cost for leased transportation vans @ $0.535 per mile x approximately 25 miles daily x 30 program days summer = 401. Field trips fuel cost @ $0.535 per mile x approximately 20 miles per trip x 5 trips = $54. Total = $772. $772.00 Field trip transportation @$300 per trip each x 10 field trips for a total of $3000.00 $3,000.00 Summer: $45 per student x 15 students per week x 7 weeks = $4725. $300 per trip x 9 trips = $2700. swim lessons = $2700. ($10,125) $10,125.00 Summer Meals - Breakfast, lunch and snacks - In -kind. $0.00 Summer Snacks © approximately $1.25 per student per day day x 5 days per week x 7 weeks x 30 girls $1,312.50 Workforce and STEAM Training Stipends @ $10 per hour x 8 hours per week of Workforce training x 7 weeks x 30 girls x 50% Field Trips Entrance fees (Paid) - Apprx $20 per trip x 3 paid field trips x 30 girls and 4 chaperones x 50% College and Career Zone- InKind - End of Summer Showcase and Closing Ceremony = $5000 x 50% $8,400.00 $2,040.00 $0.00 $2,500.00 Packet Pg. 93 Certified Math Teacher/Instrustor - $30 per hour x 10 hours per week EXHIBIT "C $2,400.00 I 4.6.c Certified Science Teacher/Instrustor - $30 per hour x 10 hours per week x 8 weeks x 50% $2,400.00 Summer: Visual Arts Trainer - $30 per hour x 4 hours per week x 8 weeks. Sponsored by Institute for Contemporaty Art Museum $0.00 Summer: Performing Arts Trainer - $40 per hour x 6 hours per week x 8 weeks $1, 920.00 Ssummer: STEM Entraperunial Training @ approximately $715 per week x 7 weeeks. $6000 Overtown. $5500 South. X 50% $7,500.00 Summer: Student Computer supplies - $20 each x 30 students $600.00 Creative STEAM and Showcase contractor- $300 per week x 8 week $2,400.00 Summer: Supplies and equipment x 30 girls: Math, Arts and Science lab supplies = $2500. Fitness supplies and equipment = $500,. Journals, pads and writing supplies = $1000. Curriculum - $400. Total = $4400 x 60% $4,400.00 Summer: Financial Literacy and supplies @ $300 per week x 8 weeks $1,873.00 End of Summer Anfield Trip to Kennedy Space Museum to gain firsthand STEM knowledge away from the classroom. Charter Bus Transportation - $2300. Entrance Fees @ $52.50 person x 35 persons (30 students + 5 chaperones) = $1838. Food @ $33 per person x 35 persons = $1155. x 25% Total Other Costs I $1,323.00 $53, 925.50 I if TOTAL BUDGET COSTS $68,000.00 $ i $68,000.00 Packet Pg. 94 4.6.d Southeast Overtown/Park West Community Redevelopment Agency NOTICE OF PUBLIC HEARING U) The Board of Commissioners ("Board") of the Southeast Overt t/ Park West Community Redevelopment Agency ("SEOPW C will hold a Public Hearing on Thursday, November 21 st, 202. t it 10:00 a.m. or anytime thereafter in the City Commission chain c s located at Miami City Hall, 3500 Pan American Drive, Miami, FL 3: a I. The Board will consider the allocation of funding to Girl Power Rc c Inc., a Florida Not -For -Profit Corporation, to support the Summer ST L A ("Science, Technology, Engineering, Art, and Math") and Worki > e Training Program ("Program"). The seven -week Program aims to • o at -promise girls ages 11-17 years old within the redevelopment -0 a learn soft workforce skills for STEAM careers, as well as prepare • n for overall success in their middle school level courses. E In accordance with the SEOPW CRA 2018 Redevelopment criE n Update ("Plan") and Florida Statutes 163, the Board will conside o e allocation of funding the Program in an amount not to exceed E a Eight Thousand Dollars and Zero Cents ($68,000.00). This alloc -c n will encourage youth programming within the redevelopment area o is consistent with the Plan. All comments and questions with respect to the meeting and p > c participation should be addressed to James D. McQueen, Exec . e Director, or Vincent T. Brown, Esq., Staff Counsel/Deputy DirE 73 r, at 819 N.W. 2nd Avenue, 3rd Floor, Miami, Florida 33131 •• r (305) 679-6800. co rn ca This action is being considered pursuant to Section 18-85(a) o "e Code of the City of Miami, Florida as amended ("City Code"). • e recommendation and findings to be considered in this matter a e set forth in the proposed resolution and will be available as witi w e scheduled SEOPW CRA Board meeting or anytime thereafter it o e City Commission chambers. 0 Should any person desire to appeal any decision of the Board o h respect to any matter considered at this meeting, that person Z II ensure that a verbatim record of the proceedings is made, inclL g all testimony and evidence upon which any appeal may be b w J (F.S. 286.0105). �* In accordance with the Americans with Disabilities Act of 1990, per " s needing special accommodations to participate in this proceeding a y contact the Office of the City Clerk at (305) 250-5361 (Voice), not E r than two (2) business days prior to the proceeding. TTY users mad • II 711 (Florida Relay Service), not later than two (2) business days a to the proceeding. Ad No. 43616 Packet Pg. 95 VICI IN Li CHU CITLI 4.7 SEOPW Board of Commissioners Meeting November 21, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King Date: November 14, 2024 and Members of the CRA Board File: 16961 From: James McQueen Executive Director Subject: 4/5th Vote: Arts & Culture Programming for Miami Urban Contemporary Experience, LLC in FY 2024-2025. Enclosures: File # 16961 File # 16961 File # 16961 File # 16961 Public - Exhibit A - Exhibit B - Exhibit C - Notice to the 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 organization, Miami Urban Contemporary Experience, LLC, a Florida Limited Liability Company, set forth in Exhibit `B," attached and incorporated herein, in providing arts and culture programming, which will create jobs and connect communities, as described in their proposal, 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 Ten Thousand Dollars and Zero Cents ($10,000.00) ("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 organization, Miami Urban Contemporary Experience, LLC for the Purpose stated therein. JUSTIFICATION: Packet Pg. 96 4.7 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 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: $10,000.00 from Other Grant Aids — Non TIF Revenue Fund 10051.920101.883000.0000.00000 FACT SHEET: Company names/mailing addresses: Miami Urban Contemporary Experience, LLC a Florida Limited Liability Company, 1301 N.W. 65th Street, # 110, Miami, FL 33147 Funding request: Miami Urban Contemporary Experience, LLC $10,000.00 Total Allocation Arts & Culture Grant(s) 2024-25: $10,000.00 Scope of work or services (Summary): Provide arts & culture programming within the redevelopment area. Page 2 of 6 Packet Pg. 97 4.7 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: November 21, 2024 CRA Section: Brief description of CRA Agenda Item: Approving grant in an amount not to exceed $10,000.00 to Miami Urban Contemporary Experience, LLC. Project Number YES, there Account Code: (if applicable): are sufficient funds in Line Item: 10051.920101.8830000.0000.00000 Amount: $1 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 11/14/2024 Approval: ' C )'/,)y' MigLel A Valbntit F �riance Officer '-'t ' 11/14/2024 Page 3 of 6 Packet Pg. 98 4.7 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 16961 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 AMOUNT NOT TO EXCEED TEN THOUSAND DOLLARS AND ZERO CENTS ($10,000.00) ("FUNDS") TO ASSIST THE ORGANIZATION, MIAMI URBAN CONTEMPORARY EXPERIENCE LLC, 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 PROPOSAL, 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 4 of 6 Packet Pg. 99 4.7 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 organization, Miami Urban Contemporary Experience LLC, a Florida Limited Liability Company, defined in Exhibit `B," attached and incorporated herein, provides arts & culture programming, which preserve the rich history of the redevelopment area and connect the community ("Purpose"); and WHEREAS, the organization, listed in Exhibit `B," attached and incorporated herein, has requested funding to assist in continuing to provide arts & culture programming, as described in their proposal, set forth in Exhibit "C," attached and incorporated 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 in for expenditures in support of similar "culture and arts programs" that shall be facilitated by the organization, defined in Exhibit "B"; and WHEREAS, the Board of Commissioners wishes to further authorize funding in an amount not to exceed Ten Thousand Dollars and Zero Cents ($10,000.00) ("Funds") to the organization, 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: 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 Page 5 of 6 Packet Pg. 100 4.7 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, Miami Urban Contemporary Experience LLC, 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: e Br ; Sian Counsel 11/14/2024 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 6 of 6 Packet Pg. 101 EXHIBIT "A" 4.7.a SEOPW Board of Commissioners Meeting November 21, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY 4/5ths RECOMMENDATION INTER -OFFICE MEMORANDUM To: Board Chair Christine King and Members of the SEOPW CRA Board From: James D. McQueen Executive Director BACKGROUND: Date: November 13, 2024 File: 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" 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"). Miami Urban Contemporary Experience, LLC, a Florida Limited Liability Company, requests assistance in an amount not to exceed Ten Thousand Dollars ($10,000.00) ("Funds"). Miami Urban Contemporary Experience, LLC will host "The Power of the Pen Arts Exhibition," a dynamic and immersive 3-day celebration of art, culture, and community. Hosted at the historic D.A. Dorsey House, this cultural showcase promises to attract local and international attention through robust programming that blends live performances, cultural discussions, and artistic showcases. This event is a unique opportunity to support the intersection of art, heritage, and social capital, highlighting diverse voices from the Black community and showcasing local and national talents. To improve the quality of life for Southeast Overtown and Park West residents, it is recommended that such programming be continued in Fiscal Year 2024-2025. The Executive Director has reviewed and vetted the request in accordance with the redevelopment plan's objectives. RECOMMENDATION: In light of the above -stated, approval ofa 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 Ja . McQueen, Executive Director Packet Pg. 102 EXHIBIT "B" 4.7.b Organization(s) Miami Urban Contemporary Experience, LLC $10,000.00 Total Allocation Arts & Culture Grant(s) 2024-25: $10,000.00 : 4/5th Vote: Arts & Culture Programming for Miami Urban Contemporary Experience, LLC in FY CD rn Attachment: File # 16961 - Exhibit B Packet Pg. 103 p���l.Y. 1ft ?" 4 POWER OF TH PEN DEC 6-8 MUCE�� My Urban Contemporary Experience b.i MIAMI•DADE /V I A/V I GREATER MVO. MIAMI BEACH GREATER MIAMI CONVENTION & VISITORS BUREAU 4.7.c Soll1Base1 Sponsorship Request WE ARE EXCITED TO PRESENT THE POWER OF THE PEN ARTS EXHIBITION, A DYNAMIC AND IMMERSIVE 3-DAY CELEBRATION OF ART, CULTURE, AND COMMUNITY. HOSTED AT THE HISTORIC D.A. DORSEY HOUSE, THIS EVENT WILL TAKE PLACE DURING MIAMI ARTWEEK AND PROMISES TO ATTRACT LOCAL AND INTERNATIONAL ATTENTION THROUGH POWERFUL PROGRAMMING THAT BLENDS LIVE PERFORMANCES, CULTURAL DISCUSSIONS, AND ARTISTIC SHOWCASES. THIS EVENT IS A UNIQUE OPPORTUNITY TO SUPPORT THE INTERSECTION OF ART, HERITAGE, AND SOCIAL CAPITAL, HIGHLIGHTING DIVERSE VOICES FROM THE BLACK COMMUNITY, AND SHOWCASING BOTH LOCAL AND NATIONAL TALENTS. Attachment: File # 16961 - Exhibit C (16961 : 4/5th Vote: Arts & Culture Programming for Miami Urban Contemporary Experience, LLC in FY 2024- Packet Pg.105 70. .r DAY 1: FRIDAY I OPENING NIGHT AT THE DORSEY HOUSE TIME: 5:00 PM - 8:00 PM I INDOORS HIGHLIGHTS: ARTIST TALK SERIES & WORKSHOPS: CULTURAL ORGANIZING 101 LED BY HIGHLANDER THE MOVEMENT SCHOOL, FILM SCREENINGS, AND INTERACTIVE DISCUSSIONS WITH ARTISTS. TIME: 7:30 PM -10:30 I OUTDOORS POWER OF THE PEN OPENING RECEPTION FEATURING: MIAMI ART & ENTERTAINMENT COUNCIL CONVERSATION ON "CREATING THE MOST WITH YOUR ART MEDIUM" AND "THE POWER OF HYPER -SOCIAL CAPITAL." HIGHLIGHTS: RESENTED BY THE BLACK ARCHIVES: DISCUSSION ON THE PRESERVATION OF THE ICONIC HERITAGE OF D.A. DORSEY AND MIAMI. ARTIST PRESENTATION BY ANTHONY LUMPKIN, NICA SWEETS, AND VIDEO MIXX FOUNDER, JESSE COLEMAN. LIVE JAZZ/RNB PERFORMANCES AND LIGHT BITES. Attachment: File # 16961 - Exhibit C (16961 : 4/5th V Packet Pg. 106 • DAY 2: SATURDAY I A DAY OF ART & DIALOGUE TIME: 12:00 PM - 4:00 PM LOCATION: INDOORS AT THE D.A DORSEY HOUSE HIGHLIGHTS: WORKSHOPS LED BY THE HIGHLANDER CENTER'S WINTER LYCEUM: "CREATING IN -PERSON COMMUNITIES" AND "THE ROLE OF VIRTUAL COMMUNITIES" WITH DISCUSSIONS BY BLACK MEN AND WOMEN IN THE ART AND CULTURAL SPACE. 6:30-10:30PM - OUTDOOR ELEGANT DINNER & CONVERSATIONS: PRESENTED BY DINE FOR DESIGN COMMUNITY DINNER & ART TALK, THIS EVENING WILL FEATURE LIVE ARTISTIC PERFORMANCES, A DISCUSSION ON THE RELATIONSHIP BETWEEN ART, CULTURE, COMMERCE, AND THE IMPORTANCE OF COMMUNITY -DRIVEN EFFORTS TO SUPPORT AND PRESERVE CREATIVE EXPRESSION. WPM EVENT MEMOIR DAY 3: SUNDAY I CULINARY ARTS BRUNCH TIME: 11:00 AM - 3:00 PM LOCATION: D.A. DORSEY HOUSE HIGHLIGHTS: BRUNCH WITH CHEF REEDS, EXPLORING "THE ART OF CONVERSATION & COOKING." A CAPTIVATING CONVERSATION ON HOW CULINARY ARTS BRIDGE CULTURE AND COMMUNITY, KEEPING TRADITIONS ALIVE THROUGH THE FUSION OF FOOD AND ART. SPONSORSHIP REQUEST: $22,000 • PROGRAMING • PRODUCTION • OUTDOOR ART ACTIVATION • STAFF • LABOR • LOAD -IN LOAD OUT • ARTIST STIPEN • RECEPTION + PERFORMANCE • LIGHT BITES • MARKETING • PRINTED COLLATERALS & DESIGN v- a W LL Packet Pg. 108 POWER OF THE PE N LLLsua In [ 786Packet Pg. 109 ] 4.7.d Southeast Overtown/Park West Community Redevelopment Agency NOTICE OF PUBLIC HEARING 0 L 0 0. E c 0 The Board of Commissioners ("Board") of the Southeast Overi c Park West Community Redevelopment Agency ("SEOPW CRA' -2 ill hold a Public Hearing on Thursday, November 21 St, 2024, at 10:00 i. or anytime thereafter in the City Commission chambers Iocatr 3t Miami City Hall, 3500 Pan American Drive, Miami, FL 33133. 0 The Board will consider the allocation of funding to Miami U Contemporary Experience, LLC, a Florida Limited Liability Comi •� �, to assist in the showcase of a dynamic and immersive art exhil E n at the Historic D.A. Dorsey House. This event will take place d 6 g Overtown's annual art week, Soul Basel, from December 6-8, 20 2 a In accordance with the SEOPW CRA 2018 Redevelopment L n Update ("Plan") and Florida Statutes 163, the Board will considE • e allocation of funding in an amount not to exceed Ten Thousand DI C 's and Zero Cents ($10,000.00). This allocation will assist in prom to • g local arts and cultural events within the redevelopment area, a a Is consistent with the Plan. 0 All comments and questions with respect to the meeting > d public participation should be addressed to James D. McQt Executive Director, or Vincent T. Brown, Esq., Staff Counsel/Dc :y Director, at 819 N.W. 2nd Avenue, 3rd Floor, Miami, Florida 331: (305) 679-6800. (13 This action is being considered pursuant to Section 18-85(a) c e Code of the City of Miami, Florida as amended ("City Code"). • e recommendation and findings to be considered in this matte ° e set forth in the proposed resolution and will be available as witl e scheduled SEOPW CRA Board meeting or anytime thereafter i ° e City Commission chambers. Should any person desire to appeal any decision of the Board z • h respect to any matter considered at this meeting, that person G ill ensure that a verbatim record of the proceedings is made, inclt g all testimony and evidence upon which any appeal may be b ; d (F.S. 286.0105). a) In accordance with the Americans with Disabilities Act of 1990, per c s needing special accommodations to participate in this proceeding ty contact the Office of the City Clerk at (305) 250-5361 (Voice), not than two (2) business days prior to the proceeding. TTY users L ty call 711 (Florida Relay Service), not later than two (2) business Q 's prior to the proceeding. Ad No. 43617 Packet Pg. 110 uerr< or me board 4.8 SEOPW Board of Commissioners Meeting November 21, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King Date: November 14, 2024 and Members of the CRA Board File: 16963 From: James McQueen Executive Director Subject: 4/5ths Vote: Urban Gateway, LLC for infrastructure assistance at "The Urban" Enclosures: File # 16963 - Exhibit A File # 16963 - Exhibit B File # 16963 - Notice to the Public BACKGROUND: A Resolution of the Board of Commissioners ("Board") of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA"), by a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, ratifying, approving, and confirming the Executive Director's recommendation and finding 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, as adopted by the SEOPW CRA; waiving the requirements for competitive sealed bidding as not being practicable or advantageous to the SEOPW CRA; Urban Gateway, LLC, a Florida limited liability company, is requesting Nineteen Thousand Sixty Dollars and Seventy Cents ($19,060.70) ("Funds") to support infrastructure improvements at its outdoor venue space, "The Urban," ("Purpose") located at 1000 N.W. 2nd Avenue, Miami, Florida 33136. Within the Overtown community, "The Urban" has fostered meaningful connections among its patrons through various events and, as a small business, is experiencing challenges due to a shift in consumer behavior. It is recommended that the Board of the SEOPW CRA approve and adopt the attached Resolution, authorizing the allocation of the Funds to Urban Gateway, LLC 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 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. 111 4.8 Section 2, Goal 6, of the Plan lists the "[i]mprove[ment of] the [q]uality of [1]ife for residents" as a stated redevelopment goal. Further, 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: $19,060.70 allocated as follows: $19,060.70 - Other Grants and Aids, Account No. 10050.920101.883000.0000.00000 FACT SHEET: Company name: Urban Gateway, LLC Address: 1000 N.W. 2' Avenue, Miami, Florida 33136. Funding request: $19,060.70. Scope of work or services (Summary): Infrastructure assistance at "The Urban," an outdoor event venue space. Page 2 of 6 Packet Pg. 112 4.8 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: November 21, 2024 CRA Section: Brief description of CRA Agenda Item: Authorizing a grant in an amount not to exceed $19,060.70 to Urban Gateways, LLC for infrastructure assistance. Project Number YES, there Account Code: (if applicable): are sufficient funds in Line Item: 10050.920101.883000.0000.00000 Amount: $1 9 , 0 6 0.7 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 11/14/2024 Approval: Miguel A Valtntirl, Finance Officer 11/14/2024 Page 3 of 6 Packet Pg. 113 4.8 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 16963 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), 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 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA, TO SUPPORT INFRASTRUCTURE IMPROVEMENTS AT URBAN GATEWAYS, LLC, A FLORIDA LIMITED LIABILITY COMPANY, AN OUTDOOR VENUE SPACE LOCATED AT 1000 N.W. 2ND AVENUE, MIAMI, FLORIDA 33136, AND WAIVING THE REQUIREMENTS FOR COMPETITIVE SEALED BIDDING AS NOT BEING PRACTICABLE OR ADVANTAGEOUS TO THE SEOPW CRA; 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., IN AN AMOUNT NOT TO EXCEED NINETEEN THOUSAND SIXTY DOLLARS AND SEVENTY CENTS ($19,060.70) ("FUNDS") ALLOCATED FROM OTHER GRANTS AND AIDS, ACCOUNT NO. 10050.920101.883000.0000.00000; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO THE GENERAL COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR INCORPORATION OF RECITALS AND FOR 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 (the "Plan"); and WHEREAS, Section 2, Goal 4, of the Plan lists "creat[ion of] jobs within the community" as a stated redevelopment goal; and WHEREAS, Section 2, Goal 6, of the Plan lists "improv[ing] the quality of life for residents" as a stated redevelopment goal; and Page 4 of 6 Packet Pg. 114 4.8 WHEREAS, Section 2, Principle 6, of the Plan lists "address[ing] and improv[ing] the neighbor- hood economy and expand[ing] the economic opportunities of present and future residents and businesses," as a stated redevelopment principle; and WHEREAS, Urban Gateways, LLC, a Florida limited liability company, is requesting Nineteen Thousand Sixty Dollars and Seventy Cents ($19,060.70) ("Funds") to support the development and construction buildout of its outdoor event venue space, attached and incorporated herein as Exhibit "B," located at 1000 N.W. 2' Avenue, Miami, Florida, 33136 ("Purpose"); and WHEREAS, Urban Gateways, LLC provides a location within the redevelopment area for residents to connect with their community and enjoy innovations with freshly prepared food, as well as curated events, workshops, and live performances; and WHEREAS, within the Overtown community, Urban Gateways, LLC, has fostered meaningful connections among its patrons and, as a small business, is experiencing challenges due to a shift in consumer behavior; and WHEREAS, the requested Funds will be used towards the construction and development, with estimated costs set forth in Exhibit "B," which will allow Urban Gateways, LLC to adapt and grow within the redevelopment area; and WHEREAS, the Board of Commissioners wishes to authorize funding in an amount not to exceed Nineteen Thousand Sixty Dollars and Seventy Cents ($19,060.70) ("Funds") to Urban Gateways, LLC, 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, and to authorize the Executive Director to negotiate and execute any and all documents necessary, all in forms acceptable to the General Counsel, with Urban Gateways, LLC, for the provision of grant Funds for the purpose stated herein and subject to the availability of funds; 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. 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, pursuant to Section 18-85 of the City Code, as adopted by the SEOPW CRA, to support construction and development at Urban Gateways, LLC, a Florida limited liability company, an outdoor event venue space located at 1000 N.W. 2"d Avenue, Miami, Florida 33136, and waiving the requirements for said procedures is hereby ratified, approved, and confirmed. Page 5 of 6 Packet Pg. 115 4.8 Section 3. The Executive Director is hereby authorized' to disperse funds, at his discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory documentation in an amount not to exceed Nineteen Thousand Sixty Dollars and Seventy Cents ($19,060.70) ("Funds") allocated from Other Grants and Aids / Non-TIF Revenue Fund, Account No. 10050.920101.883000.0000.00000. Section 4. The Executive Director is authorized' to negotiate and execute an agreement, including any and all necessary documents, all in forms acceptable to the General 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: e ounsel 11/14/2024 ' 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. 116 EXHIBIT "A" 4.8.a SEOPW Board of Commissioners Meeting November 21, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY 4/5ths RECOMMENDATION INTER -OFFICE MEMORANDUM To: Board Chair Christine King and Members of the SEOPW CRA Board From: James D. McQueen Executive Director Date: November 13, 2024 File: Subject: Recommendations and findings to waive competitive sealed bidding and negotiation methods pursuant to City Code 18-85(a) for Urban Gateways LLC. Enclosures: Exhibit "A" Exhibit "B" 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"). Urban Gateways, LLC, a Florida limited liability company, requests assistance in an amount not to exceed Ten Thousand Dollars and Zero Cents ($10,000.00) ("Funds") to underwrite costs for the remainder of its infrastructure project at "The Urban" ("Purpose"). In the heart of the Historic Overtown Entertainment District, Urban Gateways, LLC provides a 58,000 sq. foot open-air outdoor venue and event space at "The Urban." Since 2017, "The Urban" has served as a special destination for entertainment to all residents and guests within the community. "The Urban" also continues to attract a host of annual events, such as the Summer of Sound Fest and Black Pepper Food Festival, helping to promote and market Overtown to over a half a million visitors. It is recommended that such Funds be committed to this project in order to endorse Overtown as a unique and cultural district to all backgrounds. The Executive Director has reviewed and vetted Urban Gateways, LLC'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 D. McQueen, Executive Director Packet Pg. 117 EXHIBIT "B" THE RBAN CRAFT • CULINARY • CULTURE October 29, 2024 Keon Williams Principal/CEO Urban Gateways, LLC/DBA The Urban 1951 NW 7th Ave Suite 600 Miami, FL 33136 Attention: SEOPW Community Redevelopment Agency CC/ Executive Director James McQueen, Brian Zeltsman, Director of Architecture & Development This is a letter requesting funding for the remainder infrastructure project at The Urban, owned and operated by Urban Gateways, LLC. We are requesting $19,060.70 to finish our plumbing permit. Please see the attached documents, highlighting and detailing the project and works completed. As you may recall, we initially completed the requirements for our TUP back in 2018, having the second TUP after Wynwood Yard and due to challenges and code changes, we had to go through the process again. However, this time required permanent infrastructure from sewer laterals, new county pipes, grease traps, side walk improvements, gutter improvements, catch basins and French drains, etc. Thanks the initial grant from our CRA, a little over $36k was allotted for the project plumbing, having spent about $18k once the project was half way through. Founded in June 2017, The Urban is a 58,000 sq. ft open-air outdoor event venue space in the heart of the Historic Overtown Entertainment District, offering an array of curated cocktails and food trucks for a line up of various social events. The venue is available for special events and corporate activation outside regular scheduled programming. With locally featured food trucks and centralized bar, The Urban is a destination for food enthusiasts looking for a truly local, food market experience. Soulfully curated menu items and craft cocktails named after Miami pioneers, trailblazers and historic landmarks to add an extra special touch. Those looking for unique finds can shop at any of the local retail vendors selling handmade goods and handpicked items during pop-up markets. Special events and live music provide the perfect vibe for guests of The Urban to create new memories right in the heart of Overtown. As of 2024, we have attracted over half a million guests and hosted many events such as Summer of Sound Fest, Afro Punk Fest, Black Pepper Food Festival and most recent with Miami Heat Legend, Dwyane Wade: When We Gather Festival. We also have been supporter and community partner for organizations like Girl Power, Inc., Touching Miami With Love, Overtown Optimist and Urgent Inc., hosting fundraisers, strategic planning sessions, education sponsorship and activations during Soul Basel. know this goes without being said, but I truly appreciate the work that's being done by our CRA ad I'm glad to be partner in the development of the neighborhood that raised me. eon Williams Principal/CEO Urban Gateways, LLC/DBA The Urban 4.8.b Packet Pg. 118 EXHIBIT "B" 4.8.b "The Urban" Current Photos Packet Pg. 119 EXHIBIT "B" 4.8.b From OF MIAMI, INC. PLUMBING Sr AIR CONDITIONING Home Pros Of Miami, Inc 7701 W 26th Ave Unit 7 Hialeah, FL 33016 786-712-1651 homeprosmia@yahoo.com License #: CFC1430877 & CAC1820950 Description Final payment for estimate 0960 Item Quantity Price Total Plumbing labor Invoice Customer Urban Philanthropies, Inc 1000 NW 2nd Ave Miami, FL 33136 Invoice Number 3947 Sent Date September 19, 2024 Due Date Upon receipt $19,060.70 2 Upon receip o U J J 1 $8,000.00 $8,000.00 c 1 $100.00 $100.00 0 1 $100.00 $100.00 > N .c r-. 1 $1,668.70 $1,668.70 m w $19,060.70 Revision of plans 02/13/2023 1 $100.00 $100.00 Revision of plans 03/10/2023 Completion of permit 06/07/2023 1 $592.00 $592.00 Extension of permit 11/10/2022 Material 1 $8,500.00 $8,500.00 Equipment Subtotal Amount Due Notes $19,060.70 Please make payment payable to: "Home Pros Of Miami, Inc" The entire invoice is due upon completion of described work. Any payment not received within 10 days from completion of work is subject to interest at the highest amount lawfully allowed by contract in the state in which the work was performed until paid.lf Home Pros of Miami, Inc commences litigation or employs attorneys to collect payment for any amount due it from Customer, Customer agrees to pay reasonable costs and attorney's fees which may be due. If Customer's check does not clear, Customer could be liable for more than the check amount plus the face value of the check and court costs. All parts will be removed from the Customer's premises and discarded unless specified herein. breezeworks breezeworks.com Attachment: File # 16963 - Exhibit B Page 1 of 2 Packet Pg. 120 EXHIBIT "B" HOME PROSt3 Complete Plumbing Service From Home Pros Of Miami, Inc 5151 NW 159th Street Suite E Miami Lakes, FL 33014 786-712-1651 homeprosmia@yahoo.com License #: CFC1430062 Estimate for Plumbing 4.8.b Estimate Customer Urban Philanthropies, Inc 1000 NW 2nd Ave Miami, FL 33136 Estimate Number 0960 Sent Date May 27, 2020 Expires June 12, 2020 Item Quantity Price Taxable Total We will complete plumbing as per plans dated 05/05/2020 for 1000 NW 2nd Ave Miami project. Material shown on plans will be furnished and provided as part of estimate. Labor will be complete new grease lines, water lines, and sanitary lines will be ran as per plans. We will complete work by providing equipment and labor to dig trenches and install rough plumbing as proposed. We will back fill trenches and clean work area upon completion. Any revision needed or additional work not shown on plans will be charged additionally pending approval. Permit cost to be additional and will be billed according to what is billed by building department. 1 $36,337.40 0.000% $36,337.40 Proposal includes 2 grease traps and installation. 0 hours $0.00 0.000% $0.00 Estimate delivered by � breezeworks breezeworks.com Page 1 of 2 Packet Pg. 121 EXHIBIT "B" 4.8.b HOM 'RQS OF MIAMI, INC. PLUMBING & AIR CONDITIONING From Home Pros Of Miami, Inc 5171 Nw 159Th St Suite F Miami Lakes, FL 33014 786-712-1651 homeprosmia@yahoo.com License #: CFC1430877 & CAC1820950 Description Deposit for estimate number 0960 Item Invoice Customer Urban Philanthropies, Inc 1000 NW 2nd Ave Miami, FL 33136 Invoice Number 1554 Sent Date June 9, 2020 Due Date Upon receipt $18,168.70 Upon receipt Quantity Price Total Initial deposit for project described in estimate number 1 $18,168.70 $18,168.70 0960 Subtotal Amount Due Notes $18,168.70 $18,168.70 Please make payment payable to: "Home Pros Of Miami, Inc" The entire invoice is due upon completion of described work. Any payment not received within 10 days from completion of work is subject to interest at the highest amount lawfully allowed by contract in the state in which the work was performed until paid.lf Home Pros of Miami, Inc commences litigation or employs attorneys to collect payment for any amount due it from Customer, Customer agrees to pay reasonable costs and attorney's fees which may be due. If Customer's check does not clear, Customer could be liable for more than the check amount plus the face value of the check and court costs. All parts will be removed from the Customer's premises and discarded unless specified herein. No warranty of drain stoppages or clearing of drains. Invoice delivered by 4® breezeworks breezeworks.com 4/5ths Vote: Urban Gateway, LLC for infrastructure assistance at "The Urban") Attachment: File # 16963 - Exhibit B Page 1 of 1 Packet Pg. 122 4.8.b Citp of Iiami BUILDING DEPARTMENT www,miamigov.com/building E-mail: building(amiamigov,com Phone: (305)416-1100 EXHIBIT "B" BUILDING PERMIT PERMIT ISSUANCE PERMIT NUMBER III II1I1IIIVIIIIIII1011111111111111111111111111 BD21007664003P001 TRANSACTION STATEMENT Financial Transaction ID : 881180 LM Reference Number: BD21007664003P001 Job Address: 1000 NW 2 AV Fee Category BASE FEE BASE FEE SOLID WASTE DADE COUNTY STATE OF FLORIDA STATE OF FLORIDA REVIEW PW BUILDING PERMIT Fee Description APPLICATION ADMINISTRATIVE SOLID WASTE COMMERCIAL E/M/P CODE COMPLIANCE BUILDING CODE ADM & INSP DCA / FLORIDA BUILDING COMMISSION PW DEVELOPMENT PLAN REVIEWS: OTHER THAN BUILDINGS COMMERCIAL PROJECTS UP TO 30 MILLION PERMIT MISC ENR - BCI INFLATION RATE Quantity Unit Type Amount 0.00 N/A $40.00 0.00 N/A $4.00 36337.00 DOLLARS $80.08 36337.00 DOLLARS $22.20 363.37 DOLLARS $3.63 363.37 DOLLARS $3.63 0.00 N/A $50.00 36337.00 DOLLARS $363.37 363.37 DOLLARS $31.49 Total: $598.40 Paae 1 of 1 Packet Pg. 123 EXHIBIT "B" 4.8.b CIitt .of 4lliami I ..,9 BUILDING DEPARTMENT OR1 t Applicant: Contractor: Certificate Required: URBAN DESTINATIONS LLC/ LION FOLK LLC SUPERSTRUCTURE & SHAPEINTERFACE BUILDERS CORP/ RIVAS, FAUSTO ELISAUL None Additional Property Info: THE URBAN - 11/25/19- BUILDING PERMIT Permit Number: BD21007664001TE001 Job Address: Folio Number: Date Issued: 1000 NW 2 AV 101010501110 December/27/2021 Governing code: FBC 7th Edition (2020) Job Category: Job Description: TEMPORARY EVENT TEMPORARY STRUCTURES MORE THAN 30 DAYS Estimated Cost: $200,000.00 Total Permit Processing Time: 176 days 0.5 hrs Time with Jurisdiction: 63 days 3.5 hrs Time with Applicant: 112 days 21 hrs NOTICE: In addition to the requirements of this permit, there may be additional restrictions applicable to this property that may be found in the public records of this county, and there may be additional permits required from other governmental entities such as water management districts, state agencies, or federal agencies. NOTICE: This card MUST BE DISPLAYED PROMINENTLY at the front entrance of the premises (or other location acceptable to the WARNING TO OWNER: YOUR FAILURE TO RECORD A NOTICE OF COMMENCEMENT MAY RESULT IN YOUR PAYING TWICE FOR THE IMPROVEMENTS TO YOUR PROPERTY. A NOTICE OF COMMENCEMENT MUST BE RECORDED AND POSTED ON THE JOB SITE BEFORE THE FIRST INSPECTION. IF YOU INTEND TO OBTAIN FINANCING, YOU SHOULD CONSULT WITH YOUR Packet Pg. 124 4.8.c Southeast Overtown/Park West Community Redevelopment Agency, a) 1- NOTICE OF PUBLIC HEARING The Board of Commissioners ("Board") of the Southeast Overt N 1/ Park West Community Redevelopment Agency ("SEOPW CRA" ill hold a Public Hearing on Thursday, November 21, 2024, at 10:00 or anytime thereafter in the City Commission chambers located at Is t ni City Hall, 3500 Pan American Drive, Miami, FL 33133. 03 The Board will consider the allocation of additional fundin :o Urban Gateways, LLC, a Florida limited liability compan 'L :o underwrite costs associated with infrastructure improvement o "The Urban", an outdoor event venue space located at 1000 ( V. 2nd Avenue, Miami, Florida 33136. J In accordance with the SEOPW CRA 2018 Redevelopment Plan UI 3 :e ("Plan") and Section 163 Florida Statutes, the Board will considE • e allocation of funding in an amount not to exceed Nineteen Thou ' d Sixty Dollars and Seventy Cents ($19,060.70). This funding will cis • n contributing to the cultural enrichment and overall wellbeing of resin :s within the redevelopment area and is consistent with the Plan. All comments and questions with respect to the meeting j d public participation should be addressed to James D. McQI s i, Executive Director, or Vincent T. Brown, Esq., General Cou I/ Deputy Director, at 819 N.W. 2nd Avenue, 3rd Floor, Miami, FIB ' a 33136 or (305) 679-6800. 0) This action is being considered pursuant to Sections 18-85 and ' • 6 of the Code of the City of Miami, Florida as amended ("City Cc 0 ). The recommendation and findings to be considered in this matte T set forth in the proposed resolution and will be available as wit a e scheduled SEOPW CRA Board meeting or anytime thereafter in the :y Commission chambers. The SEOPW CRA Board requests all interested parties be presE w)r represented at the meeting, and may be heard with respect tc o iy proposition before the SEOPW CRA Board, in which the Board , ty take action. Should any person desire to appeal any decision c e Board with respect to any matter considered at this meeting, 2 at person shall ensure that a verbatim record of the proceedings is n including all testimony and evidence upon which any appeal mm m e based (F.S. 286.0105). In accordance with the Americans with Disabilities Act of 1990, pei a s needing special accommodations to participate in this proceedinc s ly contact the Office of the City Clerk at (305) 250-5361 (Voice), not a ;r than two (2) business days prior to the proceeding. TTY users ma a ill 711 (Florida Relay Service), not later than two (2) business days )r to the proceeding. Ad No. 43619 Packet Pg. 125 uierK or me board 4.9 SEOPW Board of Commissioners Meeting November 21, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King Date: November 14, 2024 and Members of the CRA Board File: 16964 From: James McQueen Executive Director Subject: INTERLOCAL AGENCY AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA, SOUTH FLORIDA REGIONAL TRANSPORTATIO Enclosures: BACKGROUND: <Insert Info> JUSTIFICATION: <Insert Info> FUNDING: <Insert Info> Packet Pg. 126 4.9 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: November 21, 2024 CRA Section: Brief description of CRA Agenda Item: Financial Form is not applicable. 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 11/14/2024 Approval: Miguel A Valcntir , F ?riarrce O c 11/14/2024 Page 2 of 5 Packet Pg. 127 4.9 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 16964 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA") AUTHORIZING THE EXECUTIVE DIRECTOR OF THE SEOPW CRA TO NEGOTIATE AND EXECUTE AN AMENDMENT TO THAT CERTAIN INTERLOCAL AGENCY AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA, SOUTH FLORIDA REGIONAL TRANSPORTATION AUTHORITY, AND THE SEOPW CRA DATED NOVEMBER 8, 2016, IN A FORM ACCEPTABLE TO COUNSEL FOR THE SEOPW CRA, FOR THE DEVELOPMENT OF THE TRI-RAIL DOWNTOWN MIAMI LINK PROJECT ("PROJECT"); FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL OTHER NECESSARY DOCUMENTS, MODIFICATIONS, AND AMENDMENTS, ALL IN FORMS ACCEPTABLE TO THE COUNSEL FOR THE SEOPW CRA, FOR SAID PURPOSE; AND PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. WHEREAS, pursuant to Resolution No. R-15-0339 adopted on July 23, 2015, the City of Miami, Florida (the "City") executed a certain Interlocal Agency Agreement dated November 8, 2016 (the "Interlocal Agreement"), with the South Florida Regional Transportation Authority (the "SFRTA"), and the Southeast/Overtown Park West Community Redevelopment Agency (the "SEOPW CRA") for the implementation of the Tri-Rail Downtown Miami Link Project (the "Project"); and WHEREAS, the Interlocal Agreement provided for the City to issue debt on behalf of the SEOPW CRA for payment of $17,528,049.00 (the "Grant") towards the cost of constructing the Project to facilitate travel between the redevelopment area of the SEOPW CRA, the City and other urban centers across South Florida by supporting SFRTA's extension of its Tri-Rail passenger commuter rail service to downtown Miami; and WHEREAS, the City, the SFRTA, and the SEOPW CRA find that it is in the best interest of the parties to amend the Interlocal Agreement in the following particulars: 1. Amend the Interlocal Agreement to provide that the source of payment of the Grant will be determined solely by the City and the SEOPW CRA, and that, regardless of the source of the payment of the Grant, both the City and the SEOPW CRA shall provide the entire Grant amount to SFRTA no later than December 31, 2024. Page 3 of 5 Packet Pg. 128 49 2. Delete certain provisions of Section 3.2 that preclude the SEOPW CRA from issuing any debt prior to payment of the Grant amount, as long as any debt issued by the SEOPW CRA (or the City on the SEOPW CRA's behalf) subsequent to the date of the amendment to the Interlocal Agreement includes the entire Grant amount owed to SFRTA and the payment of the Grant amount to SFRTA is made in full before any other parties (including the City or SEOPW CRA) receive or expend any other proceeds from the issuance of such debt. 3. Delete Section 3.3 of the Interlocal Agreement to remove the bond validation requirements. 4. Amend the Interlocal Agreement to provide for termination of the Interlocal Agreement upon payment of the Grant amount in full. (collectively, "Interlocal Amendments"); and WHEREAS, on October 25, 2024, the SFRTA Board authorized the Executive Director of the SFRTA to negotiate and execute an amendment to the Interlocal Agreement to incorporate the Interlocal Amendments; and WHEREAS, the City at its November 21, 2024, regular meeting is anticipated to authorize its City Manager to negotiate and execute an amendment to the Interlocal Agreement to incorporate the Interlocal Amendments; and WHEREAS, it is in the best interest of the SEOPW CRA to authorize the Executive Director or his designee, to negotiate and execute an amendment to the Interlocal Agreement to incorporate the Interlocal Amendments. 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. INCORPORATION BY REFERENCE. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. SECTION 2. AUTHORIZATION TO AMEND INTERLOCAL AGREEMENT. The Executive Director or his designee, is authorized to negotiate and execute an amendment to the Interlocal Agreement to incorporate the Interlocal Amendments, in a form acceptable to the Counsel for the Agency, between the City, the SFRTA, and the SEOPW CRA for the Project. SECTION 3. AUTHORIZATION TO EXECUTE NECESSARY DOCUMENTS. The Executive Director or his designee, is further authorized to negotiate and execute any and all Page 4 of 5 Packet Pg. 129 4.9 other necessary documents, modifications, and amendments, all in forms acceptable to the Counsel for the Agency, for said purpose. SECTION 4. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: yirl'e;a441gloial-Shtinsel 11/14/2024 Page 5 of 5 Packet Pg. 130