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HomeMy WebLinkAboutSEOPW CRA 2024-12-12 Agenda PacketCity of Miami 819 NW 2nd Ave 3rd Floor Miami, FL 33136 http://miamicra.com Meeting Agenda Thursday, December 12, 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 December 12, 2024 CALL TO ORDER CRA PUBLIC COMMENTS MINUTES APPROVAL 1. Thursday, October 24, 2024 CRA RESOLUTION 1. CRA RESOLUTION 17029 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), SELECTING PSA.492, LLC, A FLORIDA LIMITED LIABILITY COMPANY, AS THE SOLE PROPOSER IN RESPONSE TO REQUEST FOR PROPOSALS ("RFP") 24- 03, FOR THE DISPOSAL OF PROPERTY LEASED BY THE SEOPW CRA LOCATED AT 249 N.W. 6TH STREET, SUITE 108, MIAMI, FLORIDA 33136, FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A SUBLEASE AGREEMENT ("SUBLEASE"), IN SUBSTANTIALLY THE FORM ATTACHED AS EXHIBIT "A," WITH THE SOLE PROPOSER, FOR WHICH TERMS MAY BE AMENDED BY THE EXECUTIVE DIRECTOR, ALL IN FORMS ACCEPTABLE TO COUNSEL; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. File # 17029 - Backup File # 17029 - Exhibit A ADJOURNMENT City ofMianzi Page 2 Printed on 12/5/2024 4.1 SEOPW Board of Commissioners Meeting December 12, 2024 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King Date: December 5, 2024 and Members of the CRA Board File: 17029 From: James McQueen Executive Director Subject: Resolution Accepting Sole Response Enclosures: File # 17029 - Backup File # 17029 - Exhibit A BACKGROUND: A Resolution of the Board of Commissioners ("Board") of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA"), accepting the sole response from PSA.492, LLC, a Florida Limited Liability Company, for Request for Proposals (RFP) No. 24-03, and authorizing the Executive Director to execute a Sublease Agreement ("Sublease"), substantially in the form attached as Exhibit "A," with the sole proposer. On November 1, 2024, the SEOPW CRA issued RFP No. 24-03, for its intent to dispose of property consisting of a single (1) unit commercial space, with approximately 1,000 leasable square feet, located at 249 N.W. 6th Street, Suite 108, Miami, Florida 33136, for use in accordance with the 2018 Updated Southeast Overtown/Park West Community Redevelopment Plan (the "2018 Updated Plan"). On December 3, 2024, the SEOPW CRA received only one proposal submitted by PSA.492, LLC. It is recommended that Board accepts the sole response to RFP No. 24-03, and authorize the Executive Director to execute a Sublease with PSA.492, LLC. The proposal is consistent with the intent of the RFP and the 2018 Updated Plan. BACKGROUND: Pursuant to Section 163.380, Florida Statutes, and the Plan, the SEOPW CRA is authorized to "dispose of, or otherwise transfer 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. Packet Pg. 3 4.1 Further, Section, Goal 4 of the Plan, lists the "creati[on of] jobs within the community" as a stated redevelopment goal. FUNDING: This Resolution does not commit any funding. Page 2 of 5 Packet Pg. 4 4.1 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: December 12, 2024 CRA Section: Brief description of CRA Agenda Item: N/A 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 12/5/2024 Approval: Miguel A Valcriti 7 i ?riance O ce IL ' 9 12/5/2024 Page 3 of 5 Packet Pg. 5 4.1 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 17029 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), SELECTING PSA.492, LLC, A FLORIDA LIMITED LIABILITY COMPANY, AS THE SOLE PROPOSER IN RESPONSE TO REQUEST FOR PROPOSALS ("RFP") 24-03, FOR THE DISPOSAL OF PROPERTY LEASED BY THE SEOPW CRA LOCATED AT 249 N.W. 6TH STREET, SUITE 108, MIAMI, FLORIDA 33136, FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A SUBLEASE AGREEMENT ("SUBLEASE"), IN SUBSTANTIALLY THE FORM ATTACHED AS EXHIBIT "A," WITH THE SOLE PROPOSER, FOR WHICH TERMS MAY BE AMENDED BY THE EXECUTIVE DIRECTOR, ALL IN FORMS ACCEPTABLE TO COUNSEL; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2018 Updated Southeast Overtown/Park West Community Redevelopment Plan ("Plan"); and WHEREAS, Section 163.380, Florida Statutes authorizes the SEOPW CRA to "sell, lease, dispose of, or otherwise transfer real property or any interest therein" acquired within the Redevelopment Area "to any private person ... and may enter into contracts with respect thereto for ... commercial .. . use[s]," in accordance with the Plan only after the approval by the SEOPW CRA Board of Commissioners; and WHEREAS, Goal 2 of the Plan lists "creating viable commercial corridors within the SEOPW C[ommunity] R[edevelopment] A[rea] through Public -Private Partnerships" as a stated redevelopment goal; and WHEREAS, Goal 4 of the Plan lists "targeting commercial ... ventures that will provide life sustainable jobs to residents..." as a stated redevelopment goal; and WHEREAS, Principle 4 of the Plan provides that a variety of employment options "should be located within the neighborhoods" and "made available to existing residents of Overtown" as a stated guiding principle; and WHEREAS, on November 1, 2024, the SEOPW CRA issued Request for Proposals 24-03 for the disposal of the SEOPW CRA's interest in property located at 249 N.W. 6th Street, Suite 108, Miami, Florida 33136 ("Property"); and Page 4 of 5 Packet Pg. 6 4.1 WHEREAS, the only proposal was submitted by PSA.492, LLC ("Sole Proposer"); and WHEREAS, the Executive Director wishes to accept the Sole Proposer's bid and execute a Sublease Agreement ("Sublease"), substantially in the form attached as Exhibit "A"; and WHEREAS, the SEOPW CRA has dutifully complied with Florida Statutes 163.380 3(a); 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 execute a Sublease with the Sole Proposer, and any and all documents necessary, for which terms may be amended by the Executive Director, all -in forms acceptable to Counsel, for the Purpose stated herein. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby grants the Executive Director with the authority to execute a Sublease with the Sole Proposer, and execute any and all documents necessary, for which terms may be amended by the Executive Director, all -in forms acceptable to Counsel, for the Purpose stated herein. Section 3. The Executive Director is authorized to execute the Sublease, substantially in the form attached as Exhibit "A," including any and all necessary documents to effectuate said sublease, all in forms acceptable to Counsel. Section 4. 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 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: yiree3,-TdJsavaprstatt Counsel 12/5/2024 Page 5 of 5 Packet Pg. 7 4.1.a SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM James McQueen Date: December 4, 2024 Executive Director, SEOPW CRA Subject Block 55 Sublease disposition & RFP Brian Zeltsman, RA 'P' References: Director of Architecture & Development, SEOPW CRA Enclosures Public Notice — Intent to Dispose & RFP; 1 Proposal received On November 1, 2024, and in accordance with Florida Statutes 163.380(2) and 163.380(3)(a), the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") advertised via local newspaper and SEOPW CRA website, a Public Notice declaring its intent to dispose of property by means of a sub -lease of 1 unit of commercial space of approximately 1,000 square feet, located at 249 NW 6'h Street, Suite 108, Miami, FL 33136. Also included in the Public Notice was the issuance of a Request for Proposals ("RFP") 24-03 for the use of the property. Proposals were accepted over the course of a 30-day period ending December 3, 2024, and one (1) proposal was received from the following entity: • PSA 492, LLC A preliminary review of the entity and the Response indicates that the proposed concept is in line with the intent of the RFP and our 2018 Updated Redevelopment Plan. A copy of the public notice, bid security list, and the sole Response is included for your review. Cc: Vincent Brown, SEOPW CRA Deputy Director Brandon Thomas, SEOPW CRA Paralegal Attachment: File # 17029 - Backup (17029 : Resolution Accepting Sole Response) Packet Pg. 8 PUBLIC NOTICE RFP NO: 24-03 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY NOTICE OF DISPOSITION AND REQUEST FOR PROPOSALS 249 N.W. 6th Street, Suite 108, Miami, Florida 33136 The Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") pursuant to Florida Statute 163.380(3)(a), is declaring its intent to dispose of its interest in property leased by the SEOPW CRA located at 249 N.W. 6th Street, Suite 108, Miami, Florida 33136. The SEOPW CRA may sell, lease, or otherwise transfer its interest in property for uses in accordance with the 2018 Updated Southeast Overtown/Park West Community Redevelopment Plan ("Redevelopment Plan"). The SEOPW CRA is seeking proposals from small business retailers of urban wear, or any persons interested in undertaking the SEOPW CRA's interest in the property for use in accordance with the Redevelopment Plan. Please note that the deadline has been extended. Completed responses must now be delivered to the City of Miami - City Clerk's Office, 3500 Pan American Drive, Miami, Florida 33133 no later than 12:00 p.m. on December 3rd, 2024. Any Responses received after the above date and time or delivered to a different address or location will not be considered. The Redevelopment Plan may be obtained from the SEOPW CRA office at 819 N.W. 2nd Ave, 3rd Floor, Miami, Florida 33136, or from the SEOPW CRA webpage at: https://www.seopwcra.com. RFP documents may be obtained on or after November 1st, 2024, from the SEOPW CRA office at 819 N.W. 2nd Ave, 3rd Floor, Miami, Florida 33136, or from the SEOPW CRA webpage at: https://www.seopwcra.com. The SEOPW CRA reserves the right to accept any responses deemed to be in the best interest of the SEOPW CRA, to waive any minor irregularities, omissions, and/or technicalities in any responses, or to reject any or all responses and to re -advertise for new responses as deemed necessary by the SEOPW CRA without notice. For more information, please contact the SEOPW CRA office at (305) 679-6800. Ad No. 43596 4.1.a Attachment: File # 17029 - Backup (17029 : Resolution Accepting Sole Response) Packet Pg. 9 4.1.a McClatchy The Beaufort Gazette The Belleville News -Democrat Bellingham Herald Centre Daily Times Sun Herald Idaho Statesman Bradenton Herald The Charlotte Observer The State Ledger -Enquirer Durham I The Herald -Sum Fort Worth Star -Telegram The Fresno Bee The Island Packet The Kansas City Star Lexington Herald -Leader The Telegraph - Macon Merced Sim -Star Miami Herald E1 Nuevo Herald AFFIDAVIT OF PUBLICATION The Modesto Bee The Sun News - Myrtle Beach Raleigh News & Observer Rock Hill I The Herald The Sacrarnento Bee San Luis Obispo Tribune Tacoma I The News Tribune Tri-City Herald The Wichita Eagle The Olympian Account # 33010 Order Number 607740 Identification Miami Legal Ad Order PO #43614 Amount 51538.55 Cols 3 Depth 5.00 in Attention: MariCarmen Lopez CITY OF MIAMI CITY CLERK 3500 PAN AMERICAN DRIVE CITY OF MIAMI - CLERK'S OFFICE MIAMI, FL 33133 mclopez@miamigov.com RI= -I1E WM MIS INIEARIE111NWIEVITCMErfEAEEL■gTAE1CF AOIE LF MUM Ai EiItA E F11Mika MI LE kb Imola MI. ■■L Mau 81lb no must eirt•ma tlCowl/ IbdRslllnrml AMnw MEM ciw mod b MI6 IWO 1Rt 1tdri11•QdtloltbImoQtrlrr.tbpirrgrMs.d1eFrECI FCMIMO 11 1111,11: • 1M SVM 1341 Flrarr MIRE. 1Y MIMI CM mnf Ni. 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Ati le. 43,11 PUBLISHED DAILY MIAMI-DADE-FLORIDA STATE OF FLORIDA COUNTY OF MIAMI-DADE Before the undersigned authority personally appeared, Mary Castro, who on oath says that he/she is Custodian of Records of the The Miami Herald, a newspaper published in Miami Dade County, Florida, that the attached was published on the publicly accessible website of The Miami Herald or by print in the issues and dates listed below. 1 insertion(s) published on: 11 /01 /24 Affiant further says that the said Miami Herald website or newspaper complies with all legal requirements for publication in chapter 50, Florida Statutes. Mt4- a Sworn to and subscribed before me this 1st day of November in the year of 2024 -mot afal 112 Notary Public in and for the state of Texas, residing in Dallas County • 41:iliZ;•. MARGARET KATHLEEN WILSON My Notary ID # 134916732 Expires May 24, 2028 Attachment: File # 17029 - Backup (17029 : Resolution Accepting Sole Response) Extra charge for lost or duplicate affidavits. Legal document please do not destroy! Packet Pg. 10 4.1.a CITY OF MIAMI OFFICE OF THE CITY CLERK BID SECURITY LIST BID ITEM: NOTICE OF DISPOSITION 249 N.W. 6th Street, Suite 108, Miami, Florida 33136 BID NUMBER: RFP NO: 24-03 DATE BID OPENED: December 3, 2024 TIME: 12:00 p.m. -h_€? Person Receiving Bid(s) On: /2- -- zy Today's Date Received (1) bid(s) on behalf: Southeast Overtown/Park West CRA City Depa me PREPARED BY: Deputy City Clerk Attachment: File # 17029 - Backup (17029 : Resolution Accepting Sole Response) Packet Pg. 11 4.1.a BRANDON BRUNSON, FOUNDER & CEO OF PSA. 492 LLC. FLAGSHIP STORE Attachment: File # 17029 - Backup (17029 : Resolution Accepting Sole Response) Packet Pg. 12 4.1.a BUSINESS CAPITAL, EXPANSION & INCUBATION PROJECT PSA. 492 LLC CONTENTS 1 Business Overview 2 Floor Plan 3 The Build Out 4 Lease Agreement 5 Funding & Revenue 6 Contact d u) c 0 a fA d W d O N a) c a d V Q c 0 a O Ct N 0 Is - a co m en O ti it c E o 03 Packet Pg. 13 4.1.a Doing Us Daily. PSA. 492 LLC is submitting this proposal to lease space in Block55 to support the development of its flagship retail store in the historic Overtown neighborhood of Miami. In collaboration with the Southeast Overtown/Park West Community Redevelopment Agency, we aim to introduce the first luxury streetwear fashion store to Overtown and help foster sustainable economic opportunities within the community. PSA. 492 LLC Attachment: File # 17029 - Backup (17029 : Resolution Accepting Sole Response) Packet Pg. 14 4.1.a FLOOR PLAN 0 ciY 249 NW 6th St Miami, FL 331 36 - North east area of the building - The unit has a front door facing Sawyer's Walk and a back of house door to BOH - Total SF is 1,080; dimensions of the space are in the diagram below right - Unit is also next door to the retail elevator lobby that has access to each level of the parking garage • 4 PSA. 492 LLC Attachment: File # 17029 - Backup (17029 : Resolution Accepting Sole Response) Packet Pg. 15 4.1.a THE BUILD OUT ag. r JA [11 FT 1111 -11 T'T 11 • o PSA. 492 LLC Attachment: File # 17029 - Backup (17029 : Resolution Accepting Sole Response) Packet Pg. 16 4.1.a LEASE AGREEMENT 5 Year Lease + 5 Year Option The Block55 building is a newly operational space that requires viable businesses and tenants to attract traffic to the Overtown community. We are committed to ensuring the success of this investment and seek a mutually beneficial Tong -term agreement for both parties. c YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 $20, 000 $20,000 + 3% ($600) = $20,600 $20,000 + 3% ($618) = $21,218 $21,854.54 + 3% ($655.63) = $22,510.17 $22,510.17 + 3% ($675.31) = $23,185.48 PSA. 492 LLC Attachment: File # 17029 - Backup (17029 : Resolution Accepting Sole Response) Packet Pg. 17 4.1.a Founded in 2018, PSA has quickly become a Tier 1 luxury streetwear brand in South Florida, known for quality, innovation, and cultural relevance. In just a few years, we've built a loyal audience and established a strong presence in the fashion world. With over 15 years of retail experience —from Sales Associate at Footlocker to Buying Director at Simons Sportswear — our founder has cultivated key business relationships and a deep understanding of the industry. This expertise has shaped PSA's growth and helped establish a trusted brand. In addition to our core collection, PSA has leveraged its manufacturing capabilities to produce high -quality streetwear for other brands, tapping into the B2B sector and expanding our reach while driving additional revenue. Partnerships with Nordstrom's Annual Pop -Up for Small Businesses and participation in Atlanta's bi-annual Streetwear Pop -Up have increased visibility and sales on a national level. These events have opened new markets and solidified PSA's place in the industry. Our Back 2 School event, powered by Sprayground, provides essential school supplies to students in South Florida, demonstrating our commitment to community impact. Additionally, our partnership with St. Thomas University's Annual Fashion Show allowed us to mentor fashion students and offer modeling opportunities, empowering the next generation of fashion professionals. We understand that exposure leads to opportunity, and with the strategic partnership between PSA and SEOPW CRA, we see the potential for expanded reach and growth. By aligning with SEOPW CRA's mission, we can further enhance our presence in both the local and global markets, providing even greater opportunities for the next generation of fashion leaders. FUNDING AND REVENUE 0 500000 400000 300000 200000 100000 0 Projections Events ® Online Storefront 2025 2026 2027 2028 Together, we aim to bring fresh, innovative designs and meaningful contributions to the fashion industry while continuing to inspire and empower communities. Owner Investment: $100,000 2029 PSA. 492 LLC Attachment: File # 17029 - Backup (17029 : Resolution Accepting Sole Response) Packet Pg. 18 4.1.a CONTACT INFORMATION: Brandon Brunson FOUNDER & CEO brandon.clientele@gmail.com O (786)663-8871 © www.psadaily.com PSA. 492 LLC THANK YOU! Attachment: File # 17029 - Backup (17029 : Resolution Accepting Sole Response) Packet Pg. 19 EXHIBIT "A" 4.1.b SUBLEASE AGREEMENT This Sublease Agreement is dated as of September , 2024, between Southeast Overtown/Park West Community Redevelopment Agency ("Sublessor"), and (hereinafter referred to as "Sublessee"). Sublessor has a notice and mailing address of 819 NW 2nd Avenue, 3rd Floor, Miami, Florida 33136. Sublessee has a notice and mailing address of 1. Grant: Upon the terms and conditions set forth in this Sublease, Sublessor leases to Sublessee and Sublessee leases from Sublessor, the "Subleased Premises", located in Miami -Dade County, Florida with a street address of Miami, Florida 33136. The Subleased Premises consists of approximately of rentable square feet. Sublessor, Master Landlord, their agents, or authorized parties shall have the right (but shall not be obligated) to enter the Subleased Premises in any emergency at any time, and, at other reasonable times upon 24 hours prior written or verbal notice to Sublessee (except in an emergency), to inspect and/or examine the same and to make such repairs, replacements, and improvements as Sublessor or Master Landlord may deem necessary and reasonably desirable to any portion of the Subleased Premised or which Sublessor or Master Landlord may elect to perform in the Subleased Premises. 2. Master Lease: Sublessee acknowledges that the Subleased Premises is subject to that certain Lease (the "Master Lease") dated , 2024, by and between BLOCK 55 ORG OWNER, LLC, a Florida limited liability company ("Master Landlord"), as landlord, and Sublessor. This Sublease is expressly subject and subordinate to the Master Lease in all respects. Sublessee hereby acknowledges receipt of a true and correct copy of the Master Lease, and Sublease agrees to be bound by all of the terms and conditions thereof Sublessee agrees and covenants to perform and comply with all of the covenants, terms, conditions and restrictions contained in the Master Lease by the Sublessee thereunder, unless expressly excluded hereby and/or unless expressly modified herein, in such a manner that no breach or default will be suffered of any of the provisions of the Master Lease. All capitalized terms not defined herein shall have the meanings ascribed to them in the Master Lease. 3. Term: The term of this Sublease shall commence on , 2024 and shall expire on , 202 . 4. Rent: Sublessee shall pay Sublessor rent at the monthly rate of Dollars ($ ), plus applicable taxes. A late fee of five percent (5%) of the rent due in any given month shall be charged and due if payment is not made within five (5) days after same becomes due and payable. Interest at the maximum rate allowed by law shall accrue and be payable on all sums due hereunder from and after the due date thereof until paid. 5. As -Is: Sublessor makes no representations or warranties, express or implied, regarding the suitability of the Subleased Premises for Sublessee's intended use. Sublessee acknowledges that it has conducted its own independent investigation of the Subleased Premises and accepts the Subleased Premises "AS -IS" without reliance upon any representation or statement by Sublessor, Master Landlord, or their agents, with respect to the condition of the Premises or its fitness for Sublessee's business or any particular purpose. 6. Use of Subleased Premises: Sublessee shall use the Subleased Premises solely for , and for no other purpose without first obtaining the written consent of Sublessor and Master Landlord, which consent may be granted or withheld in Sublessor's and/or Master Landlord's sole discretion. Sublessee will Attachment: File # 17029 - Exhibit A (17029 : Resolution Accepting Sole Response) Packet Pg. 20 EXHIBIT "A" 4.1.b not use or permit the use of the Subleased Premises or any part thereof for any unlawful purpose, or in violation of any ordinances, laws, rules or regulations of any governmental body. Sublessee shall not do or permit any act which would constitute a public or private nuisance or waste or which would be a nuisance or annoyance or cause damage to Sublessor or which would invalidate any policies of insurance or increase the premiums thereof, now or hereafter written on the Subleased Premises. 7. Improvements: Sublessee acknowledges that neither Sublessor nor Master Landlord shall be responsible for the construction of any improvements on the Subleased Premises. Sublessee shall be solely responsible for all utility charges serving the Subleased Premises. S. Continuous Operation: Sublessee hereby acknowledges and agrees that Sublessee shall have an obligation to open and/or continuously operate from the Subleased Premises with the minimum hours as may be required by Master Landlord. 9. Licenses: To the extent required, Sublessee shall be responsible for obtaining a certificate of use, occupational licenses, and any other licenses or certificates required by the appropriate governmental bodies to operate in the Subleased Premises. 10. Insurance and Indemnification: Sublessee shall, at Sublessee's expense, obtain and keep in full force and effect during the term of the Sublease all insurance required by Master Landlord or Sublessor, including, but not limited to a general liability insurance policy with respect to the Subleased Premises and the business operated by Sublessee, which policy shall be issued by an insurer with a Bests Rating of at least A-VII and in which the limits of liability shall be not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate. Neither Sublessee nor anyone claiming by, through, under or on behalf of Sublessee, shall have any claim, right of action, or right of subrogation against Sublessor and/or Master Landlord for or based upon any loss or damage caused by any casualty, including but not limited to fire or explosion, relating to the Subleased Premises or property therein. Notwithstanding the preceding, such waiver of subrogation shall not be self -operative, but rather shall only be effective upon the application by Sublessee and the issuance of an appropriate endorsement to Sublessee's insurance policy(s). Sublessee shall indemnify, defend and hold Sublessor and Master Landlord harmless from and against any and all claims costs, losses, expenses or liabilities (including attorneys' fees and disbursements incurred by Sublessor and/or Master Landlord in conducting an investigation and preparing for and conducting a defense) arising out of or related to (a) Sublessee's use or occupancy of the Subleased Premises or the conduct of its business or from any activity, work, neglect, fault, omission or thing done, permitted or suffered by Sublessee or by Sublessee's employees, contractors, agents, invitees, or licensees wherever and whenever occurring, including, without limitation, in or about the Subleased Premises, (b) any injury, loss, claims or damage occurring in or about the Subleased Premises, or (c) any breach or default of this Sublease by Sublessee. If any action or proceeding is brought against Sublessor, Master Landlord (or any person or entity which Sublessor is required to defend or indemnify, by agreement or otherwise) by reason of any such claim, Sublessee, upon notice from Sublessor, shall defend the same at Sublessee's expense by counsel reasonably satisfactory to Sublessor. The obligations of Sublessee under this Article shall survive the expiration or sooner termination of this Sublease. 11. Alterations: The provisions of the Master Lease shall govern. 12. Mechanic's, Materialmen's and Laborer's Liens: This Sublease expressly provides, pursuant to Section 713.10 Florida Statutes, that the interest of the Master Landlord and/or Sublessor in the Subleased Premises shall not be subject to liens for improvements made by Sublessee. Sublessor shall have the right Attachment: File # 17029 - Exhibit A (17029 : Resolution Accepting Sole Response) 2 Packet Pg. 21 EXHIBIT "A" 4.1.b to record this Sublease, or a short thereof, or a notice pursuant to Florida Statutes, Section 713.10(2), in the Public Records of the county in which the Subleased Premises are located to assure that the interest of Master Landlord and Sublessor shall not be subject to any such lien. Sublessee shall not permit any mechanics' or materialmen's liens to stand against the Subleased Premises or the Property for any labor or material furnished Sublessee in connection with work of any character performed on the Subleased Premises by or at the direction of Sublessee. Sublessee's contractors, subcontractors, suppliers and materialmen (hereinafter collectively referred to as "Contractors"), will perform the work and/or furnish the required materials at the sole cost of Sublessee and that no lien for labor, services or materials will be filed or claimed by the Contractors against Landlord's interest in the Subleased Premises or the property of which the Subleased Premises are a part. 13. Assignment and Subletting: Subleasee covenants not to assign, transfer, mortgage, nor pledge this leasehold, or to sublet the Subleased Premises or any part thereof without the prior written consent of Sublessor and/or Master Landlord which consent may be given or withheld in Sublessor's and Master Landlord's sole and absolute discretion. Any transfer or change in beneficial ownership of Sublessee by operation of law or otherwise shall be deemed an assignment of this Sublease. 14. Rules and Regulations: Sublessee must comply with the Rules and Regulations applicable to the Building under the Master Lease. Sublessee also covenants to be bound by such further rules and regulations as may be made by Sublessor from time to time during this Sublease. 15. Attorney's Fees: With respect to any default, failure to perform or any other dispute between Sublessee and Sublessor arising out of this Sublease, the prevailing party shall be entitled to recover all costs incurred, including reasonable attorney's fees, which shall include, but not be limited to, such fees incurred prior to institution of litigation or in litigation, including trial and appellate review, and in arbitration, bankruptcy or other administrative or judicial proceeding. 16. Default of Sublessee: It shall be a default under this Sublease ("Event of Default") if: (a) Sublessee fails to pay any installment of Rent or other sum due under this Sublease within three (3) days of when due; or (b) Sublessee fails to observe or perform any other covenant or agreement of Sublessee contained in this Sublease (including, without limitation, the covenants and agreements incorporated from the Master Lease by reference) and such failure continues for more than ten (10) days after receipt of written notice given by or on behalf of Sublessor. 17. Sublessor's Remedies for Sublessee's Default: Upon the occurrence of an Event of Default, Sublessor may terminate this Sublease and/or Sublessee's right to possession of the Subleased Premises at any time and re-enter the Subleased Premises. In addition, Sublessor may pursue any and all other remedies available at law or in equity or as otherwise set forth in the Master Lease. No course of dealing between Sublessor and Sublessee, or any delay on the part of Sublessor in exercising any rights Sublessor may have under this Sublease, operates as a waiver of any of the rights of Sublessee hereunder nor does any waiver or prior default operate as a waiver of any subsequent default. In exercising its rights and remedies under this Sublease, Sublessor is entitled to recover from Sublessee all costs incurred, including, without limitation, reasonable attorneys' fees. 18. Subordination: This Sublease and the rights of the parties under this Sublease are subject and subordinate to the Master Lease. If the Master Lease is terminated for any reason, this Sublease shall automatically terminate as of the date of termination of the Master Lease and Sublessor shall have no liability to Sublessee as a result of such termination. Sublessee additionally covenants that this Sublease is Attachment: File # 17029 - Exhibit A (17029 : Resolution Accepting Sole Response) 3 Packet Pg. 22 EXHIBIT "A" 4.1.b and at all times shall be subject and subordinate to the lien of any mortgage or mortgages now existing, or which Sublessor, Master Landlord or any subsequent owner of the Building shall make, covering the Subleased Premises or the Building of which the Subleased Premises are a part, and to any and all advances made or to be made under or upon said mortgage or mortgages, and to the interest thereon. 19. Surrender at End of Term: At the expiration or earlier termination of this Sublease, Sublessee will surrender the Subleased Premises to Sublessor broom cleaned reasonable wear and tear excepted. 20. Modification: It is mutually covenanted and agreed between the parties that this Sublease constitutes the entire contract between the parties and no oral agreements or statements made by said parties or either of them, or their agents, before or after the execution of this Sublease, shall be binding upon the parties hereto. Nothing herein contained shall be deemed or construed to be a waiver on the part of Sublessor of any right or remedy in law or otherwise, which Sublessor may have become entitled to by reason of the breach of any of Sublessee's agreements herein contained. 21. Notice: Any notices required or permitted to be given under this Sublease shall be given in writing and shall be delivered (a) in person, (b) by certified mail, return receipt requested, or (c) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows: If to Sublessor: Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2"d Avenue, 3rd Floor Miami, Florida 33136 Attn: If to Sublessee: [ ] Attention: [ ] [ ] With a required copy to: or to such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective only upon receipt (or refusal by the intended recipient to accept delivery). Any notice which is received on a Saturday, Sunday or a legal holiday, or after 5:00 p.m. prevailing local time at the place of receipt, shall be deemed received on the next business day. 22. Time is of the Essence: Time is expressly made of the essence with respect to each and every provision of this Sublease. 23. Rights: The rights of Sublessor under the foregoing shall be cumulative, and failure on the part of Sublessor to exercise promptly any rights given thereunder shall not operate to forfeit any of the said rights. 24. Terms: Every term of this agreement shall be deemed and construed to be of the essence thereof, and any breach shall be deemed and construed to be of the very substance of this agreement, and Sublessee hereby consents to the issuance of an injunction by any court of competent jurisdiction restraining any threatened breach or any continuing breach of any covenants imposed upon Sublessee herein and hereby. Said rights of injunction shall be cumulative to the other remedies mentioned herein and given by law. 25. Execution: It is mutually agreed that this Sublease cannot be changed, altered, modified, or extended, except in writing signed by Sublessor's and Sublessee's duly authorized agents. Attachment: File # 17029 - Exhibit A (17029 : Resolution Accepting Sole Response) 4 Packet Pg. 23 EXHIBIT "A" 4.1.b 26. Waiver: It is mutually covenanted and agreed between the parties hereto that the failure of Sublessor to insist upon the strict performance of any of the conditions, covenants, terms, or provisions of this Sublease, or to exercise any option herein conferred, shall not be considered or construed as waiving or relinquishing for the future any such conditions, covenants, terms, provisions, or options, but the same shall continue and remain in full force and effect. The receipt of any sum paid by Sublessee to Sublessor after breach of any condition, covenant, term, or provision herein contained shall not be deemed as waiver of such breach, but shall be taken, considered, and construed as payment for use and occupation and not as rent, unless such breach shall be expressly waived in writing by Sublessor. 27. Sublessee Risk: Sublessee agrees that all personal property brought into the Subleased Premises by Sublessee, its employees, guests, invitees and licensees shall be at the sole risk of Sublessee. Sublessor shall not be liable for theft thereof, or of any money deposited therein or for any damages thereto, such theft or damage being the sole responsibility of Sublessee. 28. Broker Commission. Sublessee has not had any conversations or negotiations with any broker concerning the leasing of the Subleased Premises. Sublessee shall indemnify Sublessor against and from any claims for any brokerage commissions and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys' fees and expenses, for any breach by it of the foregoing representation. 29. Radon: Pursuant to Paragraph 404.056(8), Florida Statutes, Sublessor is required to disclose the following: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed Federal and State guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 30. WAIVER OF JURY TRIAL: THE PARTIES HERETO HEREBY SEVERALLY, VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER OR IN CONNECTION WITH THIS SUBLEASE, REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR TORTIOUS OR OTHER CLAIM. THE PARTIES HERETO ACKNOWLEDGE THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO THE PARTIES HERETO IN ENTERING INTO THIS SUBLEASE THAT THE PARTIES HERETO WOULD NOT HAVE ENTERED INTO THIS SUBLEASE WITHOUT THIS JURY TRIAL WAIVER, AND THAT EACH OF THEM HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY REGARDING THIS SUBLEASE AND UNDERSTANDS THE LEGAL EFFECT OF THIS JURY TRIAL WAIVER. [SIGNATURES ON FOLLOWING PAGES] Attachment: File # 17029 - Exhibit A (17029 : Resolution Accepting Sole Response) Packet Pg. 24 EXHIBIT "A" 4.1.b IN WITNESS WHEREOF, the parties hereto have executed this agreement in duplicate the day and year first written above. SUBLESSOR: Southeast Overtown/Park West Community Redevelopment Agency By: Name: Title: SUBLESSEE: By: Name: Title: Attachment: File # 17029 - Exhibit A (17029 : Resolution Accepting Sole Response) 6 Packet Pg. 25 EXHIBIT "A" 4.1.b EXHIBIT "A" FLOOR PLAN Attachment: File # 17029 - Exhibit A (17029 : Resolution Accepting Sole Response) 7 Packet Pg. 26