HomeMy WebLinkAbout25551AGREEMENT INFORMATION
AGREEMENT NUMBER
25551
NAME/TYPE OF AGREEMENT
OMNI CRA & WYNWOOD WORKS MANAGER, LLC
DESCRIPTION
SUBLEASE AGREEMENT/SUBLEASE COMMERCIAL SPACE
ON GROUND FLOOR OF APARTMENT BUILDING WITH 8
PARKING SPACES/MATTER ID: 24-1915
EFFECTIVE DATE
February 28, 2025
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
4/24/2025
DATE RECEIVED FROM ISSUING
DEPT.
4/25/2025
NOTE
DOCUSIGN AGREEMENT BY EMAIL
SUBLEASE AGREEMENT
(WYNWOOD WORKS RETAIL)
THIS SUBLEASE AGREEMENT (this "Lease") is made and entered into as of the 28th
day of February, 2025 (the "Effective Date") by and between WYNWOOD WORKS
MANAGER, LLC, a Florida limited liability company ("Landlord"), and OMNI
REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public
agency and body corporate created pursuant to Section 163.356, Florida Statutes, having an office
at 1401 North Miami Avenue, 2nd Floor, Miami, Florida 33132 ("Tenant").
WITNESSETH:
WHEREAS, Wynwood Works, LLC, a Florida limited liability company ("Owner"), the
owner of the real property legally described on Exhibit A attached hereto and incorporated herein
for all purposes (the "Land"), entered into a Master Lease Agreement with Landlord dated as of
May 25, 2023 (the "Master Lease") to lease to Landlord commercial space on the ground floor of
the apartment building commonly known as Wynwood Works (the "Apailinent Building"); and
WHEREAS, Landlord now desires to sublease to Tenant approximately 5,153 rentable
square feet of commercial space on the ground floor of the Apartment Building as shown on the
Site Plan/Floor Plan attached hereto as Exhibit B (the "Premises"), together with eight (8) parking
spaces located in the Apartment Building (the "Parking Area") located on the Land as shown on
the Site Plan/Floor Plan attached hereto as Exhibit C (the "Parking Spaces"); and
WHEREAS, Tenant desires to lease the Premises and the Parking Spaces on the terms and
conditions set forth in this Lease.
NOW THEREFORE, in consideration of the payments of rents and other charges
provided for in this Lease, the covenants and conditions hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord
and Tenant hereby covenant and agree as follows:
ARTICLE 1
DEFINED TERMS
1.1 Additional Rent: All sums of money or charges required to be paid by Tenant under
this Lease other than Annual Rent whether or not such sums or charges are designated "Additional
Rent."
1.2 Annual Rent: $249,996.00, payable as set forth below in Section 3.1, and subject
to annual increases of 3.0% per annum.
1.3 Anti -Human Trafficking Affidavit: Affidavit required pursuant to Section
787.06(13), attached hereto and incorporated herein as Exhibit G.
1.4 Code: The Internal Revenue Code of 1986, as amended.
1.5 Common Areas: All ground floor areas and facilities outside the Premises and
within the exterior boundaries of the Project that are not leased to other tenants. Common Areas
include, but are not limited to, the lobby, public entrances, corridors, and a retail trash room
servicing the retail bays.
1.6 CRA: The OMNI Redevelopment District Community Redevelopment Agency.
1.7 Event of Default: An event set forth in Section 10.1.
1.8 Governmental Authorities: All public officials, agencies, municipalities, and
counties having jurisdiction with respect to the Apartment Building, Premises and Parking Spaces.
1.9 Hazardous Material: Any hazardous or toxic substance, material, or waste,
including, but not limited to, those substances, materials, and wastes listed in the United States
Depaitment of Transportation Hazardous Materials Table (49 CFR 1.72.101) or by the
Environmental Protection Agency as hazardous substances (40 CFR Part 302) and amendments
thereto, or such substances, materials and wastes that are or become regulated under any applicable
federal, state, or local law, ordinance, or regulation including, but not limited to the Resource
Conservation and Recovery Act, the Toxic Substances Control Act, the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA" or "Superfund"), the
Clean Air Act, and the Clean Water Act or as otherwise defined or described in the Mortgage
Loan.
1.10 Improvements: All improvements contained within the Premises as defined in
Section 2.1.
1.11 Investor Member(s): RBC Community Investments, LLC, an Illinois limited
liability company, its successors and/or assigns, as Investor Member of Landlord.
1.12 Investor Member 's Notice Address: 600 Superior Avenue, Suite 2300, Cleveland,
Ohio 44114, Attention: President and General Counsel.
1.13 Land: Certain real property legally described on the attached Exhibit A.
1.14 Landlord: Wynwood Works Manager, LLC, a Florida limited liability company.
1.15 Landlord's Notice Address: 2035 N. Miami Ave., Miami, FL 33137, Attention:
Magellan Housing; with a copy to Bilzin Sumberg Baena Price & Axelrod LLP, 1450 Brickell
Ave., 23rd Floor, Miami, FL 33131, Attention: Terry Lovell, Esq.
1.16 Lease: This Sublease Agreement.
1.17 Lease Commencement Date: The later of the date the Apartment Building receives
either: (a) a temporary certificate of occupancy; or (b) Landlord provides Tenant with access to
the Premises and Tenant receives possession thereof for the intended purposes.
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1.18 Lease Term: Unless earlier terminated pursuant to the terms and conditions of this
Lease, the period beginning on the Lease Commencement Date, and ending six (6) years after the
Lease Commencement Date, and, following the expiration of the Lease Term, any renewal options
are prohibited without the prior written consent of Owner and the Investor Member, which may
be withheld in Owner's and Investor Member's sole discretion.
1.19 Mortgage: The mortgages or deeds of trust encumbering the Project including the
Premises and Parking Area in favor of the Mortgagees.
1.20 Mortgage Loan: Any loan secured by a Mortgage.
1.21 Mortgagees: The mortgagee of any Mortgage Loan, its representatives, successors
and assigns, which shall include The Bank of New York Mellon Trust Company, N.A., as Trustee
for the Housing Finance Authority of Miami -Dade County, for so long as it is a holder of a
Mortgage encumbering the Land.
1.22 Notice of Default: A notice served by Landlord upon Tenant and any Mortgagee
upon the occurrence of a default by Tenant in accordance with Section 10.1.
1.23 Notice of Termination: A notice from Landlord stating Landlord's election to
terminate this Lease that may be served by Landlord upon Tenant upon the occurrence of an Event
of Default, which shall specify the Event of Default and shall set forth a date on which the Lease
will terminate.
1.24 Notices: All notices, requests, demands, or other communications which may be
or are required or permitted to be served or given under this Lease.
1.25 Operating Agreement: The Amended and Restated Operating Agreement dated as
of May 25, 2023, by and among Wynwood Works Manager, LLC, a Florida limited liability
company, as "Managing Member" or "Manager," RBC Community Investments, LLC, an Illinois
limited liability company, as "Investor Member," RBC Community Investments Manager II, Inc.,
as "Special Investor Member," and Greystone Affordable Development RE Holdings LLC, a
Delaware limited liability company, as "Springing Member", as the same may be further amended
from time to time.
1.26 Parking Spaces: Eight (8) parking spaces in reasonable proximity to the Premises
(the "Parking Area") located on the Land, as shown on the Site Plan/Floor Plan attached hereto as
Exhibit C for the exclusive use of Tenant. Landlord shall have no obligation to provide a parking
lot attendant for the Parking Area. The use of the Parking Area by Tenant, its employees, guests,
invitees and Subtenants shall be at Tenant's and its employees, guests, invitees and Subtenants
sole risk. The use of the Parking Area and such parking spaces shall be subject to reasonable rules
(the "Rules") imposed by Landlord governing the Parking Area attached hereto as Exhibit D,
which Rules may be modified from time to time by Landlord in its sole but reasonable discretion.
1.27 Permitted Uses: Tenant agrees that the Premises shall be used for lawful purpose
only. Tenant shall not do anything which may interfere with the rights of other tenants in the
Apartment Building nor shall Tenant use the Premises in violation of any applicable governmental
codes, laws, or ordinances, including, without limitation, those certain restrictions contained in the
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Regulatory Agreement and Tax Credit/Bond Application submitted by the Landlord with respect
to the Apaitiuent Building (collectively, the "Laws"). Tenant shall not cause or permit the
Premises to be used for the manufacture, storage, use, release or disposal of hazardous materials
or for any purpose deemed to be extra hazardous on account of fire, or permit anything to be done
which would in any way increase the rate of fire insurance coverage on said building and/or its
contents. Furthermore, Tenant shall not use the Premises for any of the following prohibited uses:
(a) any manufacturing, distilling, refining, smelting, agricultural or mining operation; (b) any
dumping, disposing, incineration or reduction of garbage; (c) any bowling alley or skating rink;
(d) any mortuary or funeral home; (e) any establishment selling or exhibiting "obscene" material;
(f) any establishment selling or exhibiting drug -related paraphernalia; (g) any establishment which
exhibits, either live or by other means to any degree, nude or partially clothed dancers or wait staff;
(h) any gambling facility or operation, including, but not limited to: off-track or sports betting
parlor; table games such as blackjack or poker; slot machines, video poker/blackjack/keno
machines or similar devices; or bingo hall; (i) any auto repair facility; (j) any gun or ammunition
shop; (k) any tattoo parlor; (1) any liquor store; (m) any pawn, secondhand or junk shop business,
or any auction or flea market business; (n) any title loans, payday loans, check cashing or similar
operations or activities; (o) any on -premises dry cleaner; (p) any escort service or any adult
oriented products or entertainment, including, without limitation, any wholesale or retail stores,
services, clubs, theaters, movie stores or other business or service relating to the adult oriented
industry; (q) any bail bond issuer; (r) any business which produces environmental hazards
regulated under applicable environmental laws; (s) any parole, juvenile detention or similar
service; (t) any piercing service; (u) any business selling cannabis (whether for medicinal or
recreational purposes), (v) any business that serves food or alcoholic beverages before 5:00 am or
after midnight, (w) any use which would be patently offensive to the members of the community
in which the Project is located; (x) any use which would materially and adversely interfere with
the ability to occupy the Project (other than the Premises) as a multifamily housing project; or (y)
any use that would cause the cancellation of any insurance policy on the Project and prevent the
replacement of said policy on commercially reasonable terms.
Tenant, and its officers, directors, employees, agents, licensees, invitees, guests and
Subtenants shall comply with all rules and regulations (the "Rules and Regulations") reasonably
adopted by Landlord (which rules and regulations may be amended by Landlord in its sole
discretion from time to time) for the proper conduct of all tenants, invitees and guests within the
Apartment Building, the Premises and the Parking Area, provided none of the Rules and
Regulations have a material and adverse effect on Tenant's use established under this Lease, and
any breach of them by Tenant, and/or Tenant's, officers, directors, employees, agents, licensees,
invitees, guests or Subtenants shall be considered an Event of Default under this Lease entitling
Landlord to the remedies provided in this Lease.
Tenant shall, at its sole cost, promptly comply with all Laws now or hereafter enacted with
respect to the Premises whether in order to meet the special needs of Tenant or by reason of the
occupancy thereof or otherwise, and Tenant shall make all alterations and additions to the Premises
required by applicable governmental authorities with respect thereto, with Landlord's prior written
consent. Without limiting the generality of the foregoing, Tenant shall, at its sole cost, promptly
comply with all requirements of the Americans With Disabilities Act with respect to the Premises.
Provided no Default by Tenant has occurred and is continuing, nothing contained in this Lease
shall be construed to require Tenant to continuously operate any business in the Premises.
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Tenant shall keep and maintain the Premises in a clean and sanitary condition satisfactory
to Landlord. Tenant shall also remove any garbage and refuse generated by Tenant or by the use
of the Premises from all areas outside of the Premises, including any Common Areas and loading
areas. All garbage and refuse shall be kept inside the Premises in the type of container specified
by Landlord, and shall be placed outside of the Premises prepared for collection in the manner and
at the times and places specified by Landlord. Tenant shall pay the cost of removal of any of
Tenant's refuse, including the cost of any garbage removal service provided or designated by
Landlord. Tenant shall use any trash compactor that Landlord may elect to provide for the general
use of Tenant or other tenants in a designated area of the Apartment Building. Should Tenant's
business consist of the preparation and/or sale of food, Tenant shall provide refrigerated garbage
containers at Tenant's expenses for the disposal of food scraps and refuse, if so required by State
or municipal regulations.
The plumbing facilities shall not be used for any purpose other than the purpose for which
they were constructed and no foreign objects or substances of any kind shall be disposed of therein.
All grease traps, if any, shall be installed and maintained in accordance with applicable Laws and
in accordance with Landlord's requirements. The expense of any breakage, stoppage, or damage
resulting from a violation of this regulation shall be borne by Tenant.
1.28 Premises: Deemed to be 5,153 rental square feet of commercial space on the
ground floor of the Apartment Building known as Wynwood Works, as shown on the Site
Plan/Floor Plan attached hereto as Exhibit B. The rentable space includes the non-exclusive use
of the Common Areas during business hours.
1.29 Project: The mixed use development set forth on Exhibit C attached hereto which
includes the Land, Apartment Building and the Parking Area.
1.30 Regulatory Agreement: To the extent applicable, and collectively, any regulatory
agreements and/or any declaration of covenants and restrictions to be entered into between
Landlord and any applicable government agency setting forth certain terms and conditions under
which the Project is to be operated.
1.31 Rent: All Annual Rent, Additional Rent and all other charges and costs hereunder
payable by Tenant to Landlord under this Lease.
1.32 Sublease: Any sub -sublease agreement for portions of the Premises, which shall
adhere to the requirements detailed in Exhibit F to this Lease.
1.33 Subtenant: The subtenant having the right to occupy any portion of the Premises
under a Sublease.
1.34 Tenant: OMNI Redevelopment District Community Redevelopment Agency, a
public agency and body corporate created pursuant to Section 163.356, Florida Statutes.
33132.
1.35 Tenant's Notice Address: 1401 North Miami Avenue, 2nd Floor, Miami, Florida
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ARTICLE 2
GRANT AND TERM
2.1 Premises and Parking Spaces. In consideration of rents, terms, covenants and
agreements to be performed and observed by Tenant, as hereinafter set forth, Landlord leases to
Tenant, and Tenant leases from Landlord, the Premises together with all Improvements now or
hereafter located thereon, all such Improvements to be approved by the Landlord which approval
shall not be unreasonably withheld, conditioned or delayed (the "Improvements") and the Parking
Spaces, all subject to any existing or hereafter granted easements and on the terms and conditions
herein contained. Tenant acknowledges and agrees that Landlord shall have the exclusive right to
deduct, claim, retain and enjoy any and all income, appreciation gain, depreciation, amortization
and tax credits for federal and state tax purposes relating to the Premises and Tenant shall treat
Landlord as the tax owner of the Premises for federal income tax purposes and shall not file any
tax returns inconsistent with this treatment.
2.2 Original Term. The original term of this Lease shall commence on the Lease
Commencement Date set forth in Section 1.18, and shall be for the number of lease years set forth
in Section 1.19, terminating at 11:59 p.m. on the last day of the last lease year unless otherwise
terminated earlier hereunder. The term "lease year" shall mean a period of twelve consecutive
months, the first year beginning on the Lease Commencement Date. Landlord and Tenant agree
to execute a Memorandum of Rent Commencement Date memorializing the same.
2.3 Subletting. Landlord and Tenant acknowledge that Tenant will be subletting the
Premises to one or more subtenants ("Subtenants") for Permitted Uses pursuant to Subleases
containing terms and conditions negotiated by Tenant in its sole discretion, with the approval of
Landlord and the Investor Member (which approval is not to be unreasonably withheld,
conditioned or delayed and which approval for the Investor Member shall be pursuant to the terms
of the Operating Agreement). All Subleases shall contain a provision whereby (i) the Subtenant
expressly agrees to attorn to Landlord (or its designee pursuant to a substitute sublease) in the
event this Lease is terminated for any reason other than as a result of a casualty or condemnation,
and (ii) the Subtenant agrees that its sublease is and shall be subject and subordinate to this Lease
and to all of the terms and conditions set forth herein, and that all of such Subtenant's rights under
its sublease shall be derivative from and no greater than the rights granted to Tenant under this
Lease. Upon request by Landlord and without cost to Landlord, the Subtenant will within 10 days
after written demand, execute, acknowledge and deliver an instrument or instruments confirming
such attornment. The default by any Subtenant under any Sublease shall not diminish or modify
any obligation of Tenant to Landlord hereunder. Landlord agrees to execute such documentation
as may be reasonably requested by a Subtenant acknowledging the Subtenant's Sublease and
permitting the Subtenant's continuing lease and enjoyment of its portion of the Premises following
the termination of this Lease as a direct leasehold relationship between Landlord and such
Subtenant provided that such Subtenant is then in compliance with the terms of its Sublease and
all future payments by Subtenant are made to Landlord (or Landlord's designee). Landlord further
acknowledges that Tenant shall cause each Sublease to a Subtenant to impose upon the Subtenant
each of the costs, duties and obligations of Tenant hereunder with respect to the portion of the
Premises covered by such Sublease and Landlord shall not be entitled to any Tenant's income or
profit arising out of any Sublease.
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2.4 Surrender of Premises. At the expiration or any termination of this Lease, Tenant
shall surrender the Premises in substantially the same condition as at the commencement of the
term, reasonable wear and tear excepted, and shall surrender all keys, key cards and/or any gate or
door openers to Landlord. Subject to the provision of Article 4 hereof and to the continuing rights
of Subtenants not in default under their sublease, all alterations, additions and Improvements
constructed by or on behalf of Tenant on the Premises and all fixtures thereon shall, upon the
expiration or termination of this Lease, become the property of Landlord.
ARTICLE 3
RENT
3.1 Annual Rent. Tenant shall pay the annual Rent in equal monthly installments
beginning on the Lease Commencement Date. Rent shall be paid to Landlord at the address set
forth in the Lease Summary, or such other address as Landlord may, from time to time, designate
in writing to Tenant. The first payment of Rent shall be due and payable on the Lease
Commencement Date. Each subsequent installment of Rent shall be due and payable monthly
without prior demand on the first (lst) day of each succeeding calendar month. If the first and/or
last months of this Lease are partial calendar months, then the first and/or last payments of Rent shall
be proportionately adjusted. Notwithstanding anything to the contrary contained herein, on
December 31st of each lease year, the Landlord's accountants shall make a determination of the
total Rent for such lease year received by Landlord under the terms of this Lease. If Annual Rent
is determined by the accountants to equal or exceed 20% of Landlord's gross rental income for the
Project as a whole (including all rents received by Landlord as a result of the one hundred twenty
(120) mixed -income housing units) for such lease year ("Annual Project Rents"), Landlord shall
rebate to Tenant an amount necessary to ensure that in such lease year the Annual Rent is not
greater than 20% of Annual Project Rents. Landlord and Tenant hereby agree and acknowledge
that any such rebate shall be deemed to be paid on December 31st but such funds shall be retained
by Landlord and treated as if such funds were an Operating Deficit Loan by the Manager to the
Landlord. In addition to the Annual Rent and subject to the terms hereof, Tenant agrees to pay all
costs pertaining to its operation and use of the Premises during the Lease Term. Furthermore, if at
any time the Landlord's accountants determine that the total amount of rent received from the
Tenant's subtenants when added to the total Rent for such year equals or exceeds 20% of the gross
rental income from the Project as a whole, then Tenant will reduce the rent of its subtenants until
the total commercial rent for the Project (including rent paid by subtenants) is less than 20% of the
gross rental income from the Project as a whole. All of Tenant's monetary obligations due under
the terms of this Lease are subject to and conditioned on the annual budget appropriation therefor by
Tenant, it being understood and agreed that, in the event the Board of Commissioners of the OMNI
CRA does not appropriate the funds necessary to satisfy the monetary obligations of Tenant for any
fiscal year, then Landlord or Tenant shall have the right to terminate this Lease upon thirty (30)
Days' written notice to the other party.
3.2 Increases to Annual Rent. The Annual Rent shall be increased by 3.0% each year.
3.3 Annual Rent Chart. For clarification, and the avoidance of doubt, below is a chart
showing the Annual Rent and monthly payment amounts:
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Annual Rent Chart
Lease Year
Per _Month
Per Year
Year 1
$2.0,833.00
$249,996.00
Year 2
$21.457.99
$257.495.88
Year 3
$22.101.73
$265_220.76
Year 4
$22 764.78
$273,17736
Year 5
$23.447.73
$281.372_76
Year 6
$24.151.16
$289.813.92
ARTICLE 4
CONSTRUCTION AND ALTERATIONS
4.1 Construction, Alterations, Improvements and Changes.
(a) After the Premises has been constructed and delivered to Tenant in the
condition required under the Landlord Work Letter attached hereto as Exhibit "E", Tenant, only
after written permission (not to be unreasonably withheld, conditioned or delayed) of Landlord has
been first obtained, shall have the right to alter and/or improve any Improvement now existing on
the Premises and make such alterations, Improvements and changes to any such building and/or
other Improvements as Tenant may reasonably deem necessary. The expense of any such
alteration, improvement or change shall be borne solely by Tenant. Any building or Improvements
shall be constructed in full compliance with any and all laws, ordinances, rules and regulations
which may govern the same, including, without limitation, all requirements under Section 42 of
the Code. Subject to the limitations set forth in Section 768.28, Florida Statutes, Tenant shall hold
Landlord (and its members) harmless against any loss or damage by reason of Tenant's
construction of any building or Improvement on the Premises.
(b) Notwithstanding the foregoing, Tenant may make any Improvements or
alterations to the Premises if they are nonstructural, do not affect any building system, cost less
than $50,000.00 (in the aggregate), and otherwise comply with all legal requirements and the
following provisions of this Section. Prior to the commencement of any Improvement or
alteration, Tenant shall give Landlord at least two (2) business days written notice. All
Improvements or alterations will be made by a licensed and insured contractor and performed in a
good and workmanlike manner pursuant to permits, if required, and in compliance with applicable
law. No work shall commence prior to 8:00 a.m. or continue past 7:00 p.m.
(c) During the Lease Term of this Lease, Tenant agrees to hold Landlord free
and harmless from any and all liens that might attach to the Premises on account of labor performed
or for material furnished to the Premises by Tenant, and Tenant agrees to pay or discharge any
such liens within thirty (30) days except any liens the validity of which are being contested
diligently by appropriate legal proceedings by Tenant pursuant to the terms and conditions of
Section 5.2 of this Lease.
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(d) Tenant shall not permit any Subtenant under any Sublease to alter the
Premises in any manner which would increase Tenant's or Landlord's responsibilities for
compliance with applicable laws, without the prior written approval of Landlord. The foregoing
shall apply to Tenant Improvements constructed by Tenant or by any of its Subtenants. Subject to
Section 7.1(c), Landlord may condition any such approval upon receipt of a certificate from an
architect, engineer, or other person acceptable to Landlord that such Improvements comply with
the Americans with Disabilities Act and all other requirements imposed by Governmental
Authorities with respect to access to the Premises.
4.2 Fixtures and Equipment. Tenant may, at its own expense, furnish and install such
trade fixtures and equipment in and on the Premises as may be necessary or desirable for Tenant's
business. Such trade fixtures and equipment shall remain the personal property of Tenant and shall
be removed by Tenant at the expiration or termination of this Lease. Upon removal of such trade
fixtures and equipment, Tenant shall restore the Premises to its condition at the beginning of the
Lease term, reasonable wear and tear excepted. Tenant shall furnish the signs to be used on the
Premises for advertising its business.
4.3 Alterations at Termination. Tenant agrees that all Improvements made to existing
buildings, together with all the appurtenances (which will not include Tenant's or Subtenants trade
fixtures, equipment, signs, and advertising devices), shall become the sole property of Landlord at
the termination of this Lease.
4.4 Removal of Signs at Termination. Tenant and its subtenants shall not have the right
to post any signs without the prior consent of the Landlord. To the extent such signs are permitted,
Landlord understands that any and all signs are the property of Tenant and shall remain the
property of Tenant. Tenant shall (i) repair any damage to the Premises resulting from the removal
of any such signage from the Premises, and (ii) restore the Premises to its condition at the
beginning of the Lease Term, reasonable wear and tear excepted. Any sign poles or other devices
supporting signage on the Premises shall become the property of Landlord.
ARTICLE 5
MAINTENANCE, REPAIRS, COVENANT
AGAINST ENCUMBRANCES AND LIENS, DESTRUCTION, SUBORDINATION, AND
ATTORNMENT
5.1 Maintenance and Repair Obligations.
(a) Landlord will, at Landlord's sole cost and expense, maintain, repair and
replace the (i) roof, (ii) foundations, (iii) exterior walls of the Premises and the building(s) of which
the Premises is a part, (iv) utility lines (other than those exclusively serving the Premises) outside
the exterior walls of the Premises, (v) the Common Areas, and (vi) the Parking Area.
(b) Tenant accepts the Premises in its "as is" condition. Landlord and Tenant
agree and acknowledge that Landlord is to complete the construction of the Premises at its expense
prior to the Lease Commencement Date pursuant to and in accordance with the Landlord Work
Letter. Tenant acknowledges that it is fully aware of, and familiar with, the condition of the
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Premises, and acknowledges that it has received no representations, warranties, promises,
statements or covenants from Landlord regarding the condition or suitability of the Premises. After
construction of the Improvements and the delivery by Landlord of the Premises to Tenant, Tenant
shall, at its own cost and expense, keep, maintain and repair the interior portions of the Premises,
including all building and Improvements of every kind which may be a part thereof (whether
interior or exterior, structural or non-structural), all HVAC, plumbing and electrical Improvements
made by Tenant, in good condition and repair and, subject to Landlord's obligations under Article
8, repair, restore and replace any such Improvements which may become inoperable or be
destroyed or damaged by fire, casualty, or any other cause. In the event the Premises are or become
subject to third -party billings, Tenant shall be responsible therefor. Tenant shall comply with all
federal, state, county, municipal and other governmental statutes, ordinances, laws and regulations
affecting the Premises and Improvements thereon, or any activity or condition on or in the
Premises. Tenant shall, at its own expense, keep the Premises in sanitary, clean and neat order. If
Tenant shall fail, refuse or neglect to make repairs in accordance with the terms and provisions of
this Lease or if Landlord is required to make any repairs by reason of any act, omission to act or
negligence of Tenant, or its assignees, Subtenants, concessionaires or licensees, or their respective
employees, agents or contractors, Landlord shall have the right, at its option, after Landlord shall
have given to Tenant a ten (10) day notice (except in case of an emergency), to make such repairs
on behalf of and for the account of Tenant and to enter upon the Premises for such purposes, and
add the cost and expenses thereof, to and for the next installments of the Annual Rent due, and
Tenant agrees to pay such amount; but nothing contained in this Section shall be deemed to impose
any duty upon Landlord or affect in any manner the obligations assumed by Tenant hereunder.
Any cost or expense incurred by Landlord and chargeable to Tenant as herein provided shall be
reduced to the extent that Landlord is reimbursed, therefor, under any policy of insurance.
(c) Tenant shall promptly furnish Landlord with copies of all notices given to
Tenant by Governmental Authorities concerning Hazardous Materials affecting the Premises and
copies of all responses to Governmental Authorities. Any such work consented to by Landlord
shall be performed in a good and workmanlike manner, in accordance with all applicable laws,
statutes, ordinances, and codes and without deviation or change in the plans in any material respect
as approved by Landlord. Notwithstanding anything contained in this Article 5 to the contrary,
Tenant shall have no obligation to Landlord under this Lease arising from or related to Hazardous
Materials to the extent, if any, such Hazardous Materials were (i) located in or about the Premises
or the Land prior to the Effective Date, and (ii) Tenant or Tenant's subtenants do not cause,
contribute to or participate in, as the case may be, the handling, generation, storage, disposal or
release of same.
5.2 Covenant Against Encumbrances and Liens. Tenant shall not encumber its
leasehold interest in the Premises (or pledge its leasehold interest in the Premises) and shall do all
things necessary to prevent the filing of any mechanics' or other liens against the Premises or the
interest of Landlord or any ground or underlying lessors therein or the interest of any mortgagees
covering the Premises by reason of any work, labor, services or materials performed or supplied
or claimed to have been performed or supplied to Tenant or anyone holding the Premises, or any
part thereof, through or under Tenant. If any such lien shall at any time be filed, Tenant shall
either cause the same to be vacated and canceled of record within thirty (30) days after the date of
the filing thereof, or, if Tenant in good faith determines that such lien should be contested, Tenant
shall furnish such security by surety bond or otherwise as is prescribed by law, to release the same
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as a lien against the Land, or to post a letter of credit with Landlord to be used to prevent any
foreclosure of such lien during the pendency of such contest. If Tenant shall fail to vacate, or
release such lien in the manner and within the time period aforesaid, then, in addition to any other
right or remedy of Landlord resulting from Tenant's said default, Landlord may, but shall not be
obligated to, vacate or release the same by paying the amount prescribed by law. Tenant shall
repay to Landlord, on demand, all sums disbursed or deposited by Landlord pursuant to the
foregoing provisions of this Section, including Landlord's cost and expenses and reasonable
attorneys' fees incurred in connection therewith. Nothing contained herein shall imply any consent
or agreement on the part of Landlord or any ground or underlying lessors or Landlord's
Mortgagees of the Premises to subject their respective estates or interest to liability under any
mechanics' or other lien law, whether or not the performance or the furnishing of such work, labor,
services or materials to Tenant or anyone holding the Premises or any part thereof through or under
Tenant shall have been consented to by Landlord and/or any of such parties.
Tenant shall keep the Premises and all parts thereof at all times free of mechanic's liens
and any other lien for labor, services, supplies, equipment or material purchased or procured,
directly or indirectly, by or for Tenant. For any alteration or modification to the Premises,
previously approved and consented to by Landlord and Landlord's Mortgagees, Tenant further
agrees that Tenant will promptly pay and satisfy all liens of contractors, subcontractors, mechanics,
laborers, materialmen, and other items of like character, including all reasonable expenses, costs
and charges, including bond premiums for release of liens and costs incurred in discharging the
Premises, or any part thereof from any liens, judgments, or encumbrances caused or suffered by
Tenant. In the event any such lien shall be made or filed, Tenant shall bond against or discharge
the same within ten (10) days after the same has been made or filed. It is understood and agreed
between the parties hereto that the expenses, costs and charges above referred to shall be
considered as Rent due and shall be included in any lien for Rent. Pursuant to the provisions of
Chapter 713, Florida Statutes, Tenant shall not have any authority to create any liens for labor or
material on Landlord's interest in the Premises and all persons contracting with Tenant for the
construction or removal of any facilities or other improvements on or about the Premises, and all
materialmen, contractors, mechanics, and laborers are hereby charged with notice that they must
look only to Tenant and to Tenant's interests in the Premises to secure the payment of any bill for
work done or material furnished at the request or instruction of Tenant. Accordingly,
notwithstanding anything else in this Lease to the contrary, prior to the commencement of any
work as set forth in this Lease, Tenant shall obtain from Landlord and record in the Public Records
of Miami -Dade County, Florida, a Notice of Lien Prohibition in Lease pursuant to section 713.10
of the Florida Statutes, confirming and informing all concerned that the interest of the Landlord in
the Premises shall not be subject to liens for improvements made by Tenant, in substantially the
following form:
The right, title and interest of Landlord in all or any portion of the Premises or the
Apartment Building and Parking Area, shall not be subject to any liens arising directly or indirectly
out of any improvements, alterations or changes made to the Premises, by or on the behalf of
Tenant, its officers, employees, servants or agents. Tenant shall promptly pay for all materials
supplied and work done with respect to the Premises. Tenant covenants and agrees that it shall
not incur any indebtedness giving a right to a lien of any kind or character upon the right, title or
interest of the Landlord in all or any portion of the Premises or the Apartment Building or Parking
Area. If any lien resulting from work contracted for by Tenant shall be filed against all or any part
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of the Premises or Apartment Building or Parking Area, then Tenant shall cause the same to be
discharged or transferred to bond in a manner as provided by law within ten (10) days after the
filing of the lien by the lienor upon the public records. Failure to do so shall constitute a default
hereunder and Landlord shall have the right to remove such lien by bonding or payment, and the
cost thereof shall be paid immediately by Tenant to Landlord. Tenant has no right or authority to
create any mechanics' or materialmen's lien in the Premises or Apartment Building or Parking Area
or Landlord's right, title or interest therein and Tenant shall so notify all suppliers of labor or
materials, in writing, and obtain written acknowledgment thereof, prior to ordering such labor or
materials.
5.3 Damage and Destruction. In the event the demised Premises shall be substantially
damaged or totally destroyed by fire or the elements such that the Premises are untenantable and
cannot be tenantable within a reasonable time from the date of such damage, considering the extent
of the damage, Rent shall be paid up to the time of such destruction and thereafter abated in
proportion to the degree to which Subtenants are receiving abatements of rent under the Subleases,
and Landlord may, at its option, within thirty (30) days of the date of destruction, (i) terminate this
Lease by giving to Tenant notice of its intent to terminate and, except as set forth below, be under
no obligation or duty to rebuild, and Landlord shall retain all insurance proceeds excepting any
insurance proceeds paid pursuant to insurance of Tenant's furniture, trade fixtures and equipment
or (ii) Landlord shall undertake to restore or repair the demised Premises, and shall initiate and
pursue the necessary work with all reasonable dispatch, in a manner consistent with sound
construction methods, but it shall not be liable for any delays or interruptions occasioned by strikes,
casualties, critical materials in short supply, governmental regulations, or any other causes beyond
its control. Following restoration of the Premises or completion of repairs thereto, possession and
occupancy of the Premises shall be tendered to Tenant and Rent at its then full current amount
shall commence and accrue as of that date, whereupon this Lease shall continue unabated. In the
event the insurance coverage to be provided by Tenant pursuant to Section 8.1 of this Lease shall
fail to cover any portion of the cost of restoring the Tenant's Improvements in the Premises from
any damage, destruction, or casualty loss of any kind whatsoever, the deficiency shall be paid by
Tenant. In the event Landlord shall have to disburse any of its own funds to restore Tenant's
Improvements in the Premises, the same shall be immediately due to Landlord from Tenant and
shall be deemed Additional Rent.
If the damage or destruction is not sufficient to permit a termination of this Lease as above
provided, a proportionate reduction shall be made in the Rent herein reserved corresponding to the
time during which, and applicable to the portion of the Premises of which, Tenant shall be deprived
of possession. The decision of Landlord, in its reasonable discretion, shall conclusively bind
Tenant as to: (i) whether the Premises are rendered untenantable, (ii) whether the Premises can be
rendered tenantable within a reasonable time, (iii) the percentage of the Premises rendered
untenantable and the resulting percentage by which rent and other charges hereunder should abate
during the period of untenantability, and (iv) the date upon which the Premises are restored to
tenantability. In no event shall Landlord be liable to Tenant for any damages incurred by Tenant
from the happening of such fire or casualty or from the repairing or reconstruction of the Premises,
or from the termination of this Lease as herein provided, nor shall Tenant be relieved thereby or
in any such event from the Tenant's obligations hereunder except to the extent and upon the
conditions expressly stated in this Section. Under no circumstances is Landlord responsible for
the costs of any repairs or restoration of the Premises resulting from any casualty occurring after
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the initial construction of the Premises contemplated in this Lease. The terms and conditions as
stated in this Section shall, at all times, remain subject and subordinate to any and all provisions
regarding insurance proceeds of any present or future Mortgage encumbering the Apartment
Building, including the Premises and the Parking Area.
5.4 Subordination. Tenant acknowledges that Owner will incur mortgage financing in
connection with the construction of the Apartment Building and Parking Area in which the
Premises and the Parking Spaces will be located. Tenant shall in all cases subordinate its interest
in the Premises and the Parking Spaces to such financing in such form as shall be required by the
Mortgagees. Upon request the Mortgagees shall enter into non -disturbance and attornment
agreements with the Tenant and any respective Subtenants.
5.5 Bank of New York Mellon Trust Company, N.A./Miami-Dade Housing Finance
Authority Subordination: Notwithstanding anything to the contrary contained in this Lease, the
following shall apply for so long as The Bank of New York Mellon Trust Company, N.A., and/or
the Housing Finance Authority of Miami -Dade County, or their respective successors and/or
assigns is a holder of a mortgage encumbering the Land:
(a) The Lease is and shall be subject and subordinate to all underlying
mortgages which may now affect the real property of which the Premises is a part, including, but
not limited to mortgages granted by the Owner in favor of The Bank of New York Mellon Trust
Company, N.A., as Trustee for the Housing Finance Authority of Miami -Dade County, also to
all renewals, modifications, consolidations, extensions and replacements of said mortgages.
Although no instrument or act on the part of Tenant shall be necessary to effectuate such
subordination, Tenant will, nevertheless, execute and deliver such further instruments confirming
such subordination of this Lease as may be desired by any current Mortgagee. If any Mortgagee
or subsequent purchaser of the Land shall succeed to the position of Landlord under this Lease
or the Master Lease, Tenant shall at the request of the Mortgagee, attorn to such Mortgagee or
subsequent purchaser of the Land and recognize it as the Landlord under this Lease or the Master
Lease, as applicable, and promptly execute and deliver an attornment agreement upon request of
such Mortgagee.
(b) In the event that any Mortgagee exercises its rights under its respective
Mortgage to foreclose on the Land, this Lease may be terminated. However, at the option of
Mortgagee, Tenant shall attorn to Mortgagee or any person acquiring the Land as a result of such
foreclosure.
(c) Tenant shall not change the Permitted Uses of the Premises without the prior
written consent of the Landlord, Owner and Owner's first -lien lender.
(d) Tenant shall not assign this Lease without the prior written consent of the
Landlord, Owner and Owner's first -lien lender.
5.6 Attornment: Tenant expressly agrees to attorn to Owner or Owner's successor in
interest in the event this Lease is terminated for any reason other than as a result of a casualty or
condemnation, and Tenant agrees that this Lease is and shall be subject and subordinate to the
Master Lease and to all of the terms and conditions set forth herein, and that all of Tenant's rights
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under this Lease shall be derivative from and no greater than the rights granted to Landlord under
the Master Lease. Upon request by Owner and without cost to Owner, Tenant will within 10 days
after written demand, execute, acknowledge and deliver an instrument or instruments confirming
such attornment. Owner agrees to execute such documentation as may be reasonably requested by
Tenant acknowledging this Lease and permitting the Tenant's continuing lease and enjoyment of
its portion of the Premises following the termination of the Master Lease as a direct leasehold
relationship between Owner and Tenant provided that Tenant is then in compliance with the terms
of this Lease and all future payments by Tenant are made to Owner (or Owner's designee) and
provided that Owner has provided its written approval of the direct leasehold relationship between
Owner and Tenant.
ARTICLE 6
UTILITIES AND TAXES
6.1 Utilities.
(a) Landlord will provide, at points in or near the Premises, the facilities
necessary to enable Tenant to obtain for the Premises water, electricity, telephone and sanitary
sewer service ("Essential Services"). Tenant shall not at any time over burden or exceed the
capacity of the mains, feeders, ducts, conduits, or other facilities by which such utilities are
supplied to, distributed in or serve the Premises. If Tenant desires to install any equipment which
shall require additional utility facilities or utility facilities of a greater capacity than the facilities
provided by Landlord, such installation shall be subject to Landlord's prior written approval of
Tenant's plans and specifications therefor. Tenant shall, at all times during the term of this Lease,
at Tenant's sole expense, fully and promptly pay for all gas, heat, light power, telephone services,
trash service and other public utilities of every kind furnished to the Premises. To the extent
possible, all utilities provided by Landlord to the Premises shall be separately metered and billed,
when possible, in the name of Tenant and the cost thereof, together with the cost and performance
of janitorial and security services for the Premises shall be the sole responsibility of Tenant. In
the event that the utilities cannot be separately metered, Tenant will pay its share of expense to
provide such services, as mutually determined by Tenant and Landlord. Landlord shall not be
liable to Tenant for any interruption in the aforesaid utility service. No interruption or failure of
such utilities or services shall relieve Tenant from the obligation to pay the full amount of Rent
and other charges herein reserved, nor shall the same constitute a constructive or other eviction of
Tenant.
(b) Tenant shall be solely responsible for payment, and shall promptly pay all
charges for utility service or services with respect to the Premises and for any labor, work and/or
services made, or caused to be made, to the Premises by Tenant, including the installation and
maintenance of its HVAC system servicing the Premises. Notwithstanding any provision herein
to the contrary, Tenant shall obtain approval from Landlord in the event that Tenant or Tenant's
equipment shall require any consumption of electric current, utility service or HVAC service in
excess of that reasonably considered by Landlord to be usual, normal and customary, which
consent may be withheld or conditioned in Landlord's reasonable discretion.
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(c) Tenant agrees to cooperate fully, at all times, with Landlord in abiding by
all reasonable regulations and requirements which the Landlord may prescribe for the proper
functioning and protection of all utilities and services reasonably necessary for the operation of
the Premises. Landlord, throughout the Lease Term, shall have free access to any and all
mechanical installations in the Premises, and Tenant agrees that there shall be no construction of
partitions or other obstructions which might interfere with the moving of the servicing equipment
of Landlord to or from the enclosures containing such installations. Tenant further agrees that
neither Tenant nor its employees, agents, invitees, licensees or contractors shall at any time tamper
with, adjust or otherwise in any manner affect Landlord's mechanical installations.
6.2 Taxes and Assessments.
(a) Except as set forth herein, Landlord shall pay all real property taxes, public
charges and assessments assessed or imposed upon the fee simple interest in the Premises, with
such payments being made prior to such taxes becoming delinquent. Tenant shall, during the term
of this Lease, pay and discharge as they become due, promptly and before delinquency, all costs,
taxes, sales taxes, assessments, rates, license fees, municipal liens, levies, excises or imports of
every nature and kind levied, assessed, charged, or imposed on or against the leasehold interest in
the Premises and/or personal property of any kind owned or placed in the Premises by Tenant
(collectively, the "Impositions"). Tenant's responsibility shall include any lease sales taxes
imposed regardless of who the governing body assessing the tax shall deem responsible for
payment. Tenant covenants to furnish to Landlord official receipts of the proper taxing or other
Governmental Authorities or other proof satisfactory to Landlord, evidencing the full payment of
any and all such Impositions.
(b) Tenant, as a public body corporate of the State of Florida, is exempt from
sales tax, and will provide a certificate evidencing such exemption upon Landlord's request.
Tenant's Tax Exempt Certificate is No. 85-8017660966C-8.
ARTICLE 7
CONDUCT OF BUSINESS
7.1 Condition and Use.
(a) Subject to the limitations in the Regulatory Agreement, Tenant may only
use the Premises for the purposes of conducting thereon the business allowed in Section 1.28, and
for incidental purposes related thereto. Tenant may not change the Permitted Uses of the Premises
without Landlord's and Investor Member's prior written approval, which approval may be given
in their reasonable discretion. No use shall be permitted, or acts done, which will cause a
cancellation of any insurance policy covering the Premises. Tenant shall not sell, permit to be
kept, used or sold in or about the Premises any article which may be prohibited by the standard
form of fire insurance policy. Tenant shall, at its own expense, comply with all requirements of
any insurance company necessary for the maintenance of insurance required in this Lease. Tenant
covenants that, during the term of this Lease, it will not permit the Premises to be used for any
unlawful purpose or purposes that will injure the reputation of the Premises.
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(b) Tenant agrees not to commit waste on the Premises and not to use the
Premises for any unlawful purpose, or in violation of any certificate of occupancy, or for any
purpose that may constitute a nuisance, public or private, nor suffer any dangerous article to be
brought on the Premises unless safeguarded as required by law. Tenant agrees to reasonably,
promptly, and effectively comply with all applicable statutes, regulations, rules, ordinances,
orders, and requirements of all Governmental Authorities, including, but not limited to, the
Americans with Disabilities Act of 1990. Landlord agrees to give notice promptly to Tenant of
any notice from any Governmental Authorities in respect of the Premises, including, without
limitation, any notice pertaining to air and water quality, Hazardous Materials, waste disposal, air
emissions, and other environmental matters, and any direction of any Governmental Authority that
imposes any duty upon Landlord or Tenant with respect to the use or occupancy of the Premises.
Tenant may, in good faith, dispute the validity of any complaint or action taken pursuant to or
under color of any of the foregoing, defend against the same, and, in good faith, diligently conduct
any necessary proceedings to prevent and avoid any adverse consequence of the same. Tenant
agrees that any such contest shall be prosecuted to a final conclusion as speedily as possible, and
Tenant will save Landlord harmless with respect to any actions taken by any Governmental
Authorities with respect thereto.
(c) If any legal requirements in existence (and as generally interpreted) as of
the Effective Date require an alteration or modification of the Premises, the building(s) of which
the Premises is a part, or the Land (a "Code Modification") and such Code Modification (i) is not
made necessary as a result of the specific use being made by Tenant of the Premises (as
distinguished from an alteration or improvement which would be required to be made by the owner
of any office building comparable to the building(s) irrespective of the use thereof by any particular
occupant), and (ii) is not made necessary as a result of any alteration of the Premises by Tenant,
such Code Modification shall be performed by Landlord, at Landlord's sole cost and expense. In
the event that a legal requirement is enacted, modified, or reinterpreted after the Effective Date,
which applies to the Project in general (as opposed to any particular use of Tenant or any aspect
of the Premises in particular), and which requires a Code Modification to the Project (including
the Premises), Landlord shall perform such Code Modification at Tenant's sole cost and expense
within the Premises (including, without limitation, internal doorways and corridors, electrical
wiring and systems exclusively serving the Premises, and construction materials), and Landlord
shall also perform such Code Modification with respect to (i) structural or shell elements of the
building(s) including structural or shell elements of the building(s) that are within the Premises,
(ii) building systems, including but not limited, to electrical wiring, plumbing and heating and air-
conditioning ventilation not exclusively serving the Premises, (iii) all portions of the Common
Areas, and (iv) points of ingress and egress from any Common Areas or public rights of way to
the Premises. The cost of any work performed by Landlord pursuant to this subparagraph (c)
(including the cost of capital improvements, amortized together with a reasonable finance charge)
shall be paid for by Landlord at Landlord's sole cost and expense. If, as a result of one or more
legal requirements, it is necessary from time to time during the Lease Term to perform a Code
Modification to the Land, building or the Project that is made necessary as a result of the specific
use being made by Tenant or as a result of any alteration of the Premises by Tenant, such Code
Modification shall be the sole and exclusive responsibility of Tenant in all respects; provided,
however, that Tenant shall have the right to retract its request to perform a proposed alteration in
the event that the performance of such alteration would trigger the requirement for a Code
Modification.
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(d) As of the Lease Commencement Date, and on January 1st of each year
thereafter, including January 1st of the year after the termination of this Lease, Tenant shall
disclose to Landlord the names and amounts of any Hazardous Material known to Tenant which
is stored, used, or disposed of on the Premises, or which Tenant intends to store, use, or dispose of
on the Premises.
(e) Notwithstanding anything therein to the contrary, Tenant's use of the
Premises will be such as to comply with all requirements of each Mortgagee and the Operating
Agreement, including, but not limited to, each Mortgagee's and the Operating Agreement's
requirements with respect to the Hazardous Materials and the Americans with Disabilities Act.
(f) Tenant acknowledges and agrees to use the Premises so as to not hinder
Landlord's ability to qualify for the maximum amount of low-income housing tax credits ("Tax
Credits") under Section 42 of the Code, including, without limitation, causing the commercial rent
received pursuant to this Lease and any sublease to equal or exceed 20% of the gross rental revenue
for the Project as a whole.
(g) Tenant's use of the Premises shall comply with the terms and requirements
of the Master Lease and any use under this Lease must be a Permitted Use under the Master Lease.
7.2 Entry by Landlord. Landlord reserves the right to enter upon the Premises with
reasonable prior written advance notice during business hours to inspect the same and to perform
the maintenance and repair obligations of Landlord under this Lease; provided, however, that
Landlord may enter the Premises at any time without notice in the event of an emergency involving
imminent danger to equipment, life, health or safety. Tenant agrees to allow "For Sale" signs to
be placed upon the Premises and will not interfere with the same provided Landlord's "For Sale"
signs shall make it clear that it is the real estate, and not Tenant's business, that is for sale.
ARTICLE 8
INSURANCE INDEMNITIES
8.1 Casualty Insurance. Landlord shall, at all times during the term of this Lease, at
Landlord's sole expense, provide or cause to be provided such insurance as is required under the
terms of the Operating Agreement and shall keep the buildings, which are now or hereafter a part
of the Premises, insured against loss or damage by fire, wind, storm, plate glass, malicious mischief
and extended coverage hazards in an amount equal to at least one hundred percent (100%) of the
full insurable value thereof, excluding land, foundation and excavation costs, with loss payable to
Landlord and Landlord's Mortgagee as their interests may appear.
8.2 Liability Insurance.
(a) Landlord shall, at all times during the term of this Lease (and during the
period of Tenant's access to the Premises), and at Landlord's sole expense, keep in full force and
effect a policy of commercial general liability and property damage insurance with respect to the
Premises and the building of which the Premises is a part in the amounts contemplated by the
Operating Agreement.
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(b) Subject to the requirements of any Mortgage (which shall prevail over any
contrary provision of this Lease), insurance proceeds recovered by reason of destruction of the
Improvements on the Premises shall be paid to Landlord, and such proceeds shall be used by
Landlord to repair and restore the Improvements so damaged with the same type of material and
quality of construction as when the initial Improvements were performed, subject to evolution of
building techniques. Any excess shall be applied first in accordance with any Mortgage, and
thereafter to Landlord. If the insurance proceeds are insufficient to pay for the full cost of repair
and restoration of the Improvements, any insurance proceeds shall be retained by Landlord and,
unless Landlord in its discretion elects to repair and restore the Improvements so damaged, this
Lease shall terminate. Following any damage or destruction to the Improvements, Annual Rent
and all other amounts payable hereunder shall abate in proportion to the degree to which the
Premises are rendered unusable by Tenant for Tenant's intended use.
(c) Notwithstanding anything herein to the contrary, Tenant shall not enter into
any Sublease of any portion of the Premises with any Subtenant whose occupancy thereof would,
singularly, or in the aggregate with other tenants or subtenants of the Premises, violate Section 42
of the Code.
8.3 Hold Harmless.
(a) Landlord shall not be liable for any loss, injury, death or damage to persons
or property which at any time may be suffered or sustained by Tenant or by any person whosoever
may at any time be using or occupying or visiting the Premises or be in, on or about the same,
whether such loss, injury, death, or damage shall be caused by or in any way result from or arise
out of any act, omission, or negligence of Tenant, its agents, contractors, representatives, or
managers or of any occupant, Subtenant, visitor, or user of any portion of the Premises, or shall
result from or be caused by any other matter or thing, whether of the same kind as or of a different
kind than the matters or things above set forth. The preceding sentence shall not apply to loss,
injury, death or damage arising by reason of the gross negligence or intentional misconduct of
Landlord (unless caused by an Affiliate of Tenant acting in its capacity as Manager of the
Landlord), or by reason of environmental contamination of the Premises that predates Tenant's
occupancy of the Premises.
(b) Except as set forth in Section 8.3(a) above, Tenant shall not be liable for
any loss, injury, death or damage to persons or property which at any time may be suffered or
sustained by Landlord or by any person whosoever may at any time be using or occupying or
visiting the Land or be in, on or about the same, whether such loss, injury, death, or damage shall
be caused by or in any way result from or arise out of any act, omission, or gross negligence of
Landlord (unless caused by an affiliate of Tenant acting in its capacity as the Manager of
Landlord), its agents, contractors, representatives, or managers, or of any occupant, visitor, or user
of any portion of the Land or shall result from or be caused by any other matter or thing, whether
of the same kind as or of a different kind than the matters or things above set forth, and, except to
the extent that Landlord's liability is limited pursuant to other provisions of this Lease, Landlord
shall indemnify Tenant against all claims, liability, loss, or damage whatsoever on account of any
such loss, injury, death, or damage. The preceding sentence shall not apply to loss, injury, death
or damage arising by reason of the gross negligence, breach of this Agreement or intentional
misconduct of Tenant.
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8.4 Insurance; Waiver of Subrogation. Landlord and Tenant hereby waive, and shall
cause their respective insurance carriers to waive, the right of subrogation against each other;
provided, however, that such waiver of the right of subrogation shall not be operative in any case
where the effect thereof is to invalidate such insurance coverage or increase the cost thereof.
ARTICLE 9
CONDEMNATION
9.1 Total Condemnation. In the event that the entire Premises, or such part of the
Premises (including entrances, exits and parking area) as will render the remainder unsuitable for
Tenant's use shall be appropriated or taken under the power of eminent domain by any public or
quasi -public authority, this Lease shall terminate and expire as of the date of taking.
9.2 Partial Condemnation. In the event of partial condemnation, not rendering the
remainder of the Premises unsuitable for Tenant's use, this Lease shall remain in full force and
effect, with the exception that the Annual Rent shall be reduced to the extent that an appraisal of
the leasehold value of the Premises shall show a decrease in market rent as a result of the taking,
provided that the appraiser has been chosen jointly by Landlord and Tenant and further provided
that in no event shall the reduction exceed a pro rata reduction based on the proportion of the
property taken to the total size of the original Premises.
9.3 Condemnation Award. In the event of any condemnation, whether or not the term
of this Lease shall cease and terminate, the award shall be determined in accordance with Chapter,
73, Florida Statutes or Federal Law.
ARTICLE 10
DEFAULT
10.1 Tenant Default.
(a) Any one or more of the following events shall constitute an "Event of
Default" by Tenant hereunder: (a) if default shall be made in the monthly payments of Annual
Rent, Additional Rent or any other charge due hereunder, for a period of ten (10) days after its due
date; (b) if default shall occur in the due performance or observance of any other covenant,
condition or provision of this Lease on the part of Tenant to be performed, kept or observed, and
if Tenant shall not have taken and diligently continued to pursue steps to remedy the same within
twenty (20) days after receipt by Tenant of Notice of Default from Landlord to Tenant; (c) Tenant
files a petition in bankruptcy or insolvency or for reorganization under any bankruptcy or
insolvency law or act or for the appointment of a receiver or trustee of all or a portion of Tenant's
property; (d) Involuntary proceedings are instituted against Tenant under any bankruptcy or
insolvency law or act and are not vacated or withdrawn within thirty (30) days after the date of
filing thereof; or (e) Tenant shall abandon the Premises. Upon an Event of Default, Landlord may
terminate the Lease, reenter the Premises and exercise any right or remedy provided by law or this
Lease. Notwithstanding anything to the contrary, no Event of Default shall have occurred under
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this Lease, unless and until the Tenant has been given Notice of Default and at least thirty (30)
days opportunity to cure any such Default.
(b) Whenever Landlord serves upon Tenant a Notice of Default, Landlord shall
also serve such Notice of Default upon any Mortgagee and the Investor Member.
(c) Upon the expiration of the period of time set forth in a Notice of
Termination, without the specified Events of Default having been cured, Tenant shall then
immediately quit and surrender the Premises (plus any deposits and advance rent or other payments
under a lease with a Subtenant) and each and every part thereof to Landlord, and Landlord may
enter upon the Premises, summary proceedings, or otherwise. In any of such events, Landlord and
Tenant shall be entitled to the benefit of all provisions of the ordinances and public local laws of
the city or county where the Premises are located and of the public general laws of the State of
Florida dealing with the speedy recovery of lands and tenements held over by tenants or
proceedings in forcible entry and detainer. Upon any entry or reentry by Landlord, with legal
process, Landlord shall also have the right (but not the obligation) to relet all or any part of the
Premises, from time to time, at the risk and expense of Tenant. No reentry by Landlord with a
declaration of termination shall be deemed to be an acceptance or a surrender of this Lease or the
Premises, or as a release of Tenant's liability for damages under the provisions of this Section. In
the event Landlord elects to let or relet the Premises during the remainder of the Term, Tenant's
liability for damages shall be commensurately reduced.
(d) Tenant further agrees (i) notwithstanding reentry by Landlord with or
without termination pursuant to the provisions above, or (ii) if this Lease is otherwise annulled or
terminated by reason of an Event of Default, or (iii) if Landlord retakes possession with or without
process of law and/or reenters with or without a declaration of termination, or (iv) if Landlord,
following any of the foregoing events, elects to let or relet the Premises (whether once or more
than once during the remainder of the Term, and upon such conditions as are satisfactory to
Landlord), then Tenant shall, nevertheless, in each instance, remain liable for the performance of
any covenant of this Lease then in default and for all Annual Rent and any Additional Rent that
may be due or sustained before the date of the occurrence of any of the events described in item
(i), (ii), or (iii) above, together with the cost of seizure and repossession of the Premises incurred
by Landlord as a result of the breach of this Lease, plus any obligations to Subtenants.
(e) Suit or suits for the recovery of such deficiency or damages or for a sum
equal to any installment or installments of Annual Rent and Additional Rent may be brought by
Landlord from time to time, at Landlord's election. Nothing herein contained shall be deemed to
require Landlord to await the date when this Lease or the term would have normally expired had
there been no such Event of Default by Tenant or no such cancellation or termination by Landlord.
(f) No entry or reentry by Landlord, whether had or taken under summary
proceedings or otherwise, nor any termination hereof, nor any letting or reletting shall absolve or
discharge Tenant from liability hereunder.
(g) No payment received by Landlord from Tenant after reentry or the
cancellation or termination of this Lease in any lawful manner shall reinstate, continue, or extend
the term of this Lease or affect any notice theretofore given to Tenant by Landlord or operate as a
20
waiver of the right of Landlord to recover possession of the Premises by proper suit, action,
proceedings, or other remedy.
10.2 Landlord Default. Landlord shall not be deemed to be in default hereunder with
respect to any of the terms, covenants or conditions of this Lease unless Tenant shall first give
written notice to Landlord and Landlord fails within thirty (30) days of receipt thereof to cure said
default, or, if the default is of such a nature that it cannot reasonably be cured within thirty (30)
days, Landlord fails to commence to cure such default within such period of thirty (30) days or
fails thereafter to proceed to the curing of such default with reasonable diligence.
10.3 Landlord May Remedy Tenant Defaults. In the event of any default hereunder by
Tenant, Landlord may immediately or at any time thereafter, after having given Tenant the
requisite notice to cure the same and the time for such correction having elapsed, cure such default
for the account and at the expense of Tenant. If Landlord at any time, by reason of such default,
is compelled to pay, or incur necessary expenses, to enforce Landlord's rights hereunder, the sum
or sums so paid or incurred by Landlord shall be deemed to be Additional Rent hereunder and shall
be due from Tenant to Landlord on the first day of the month following the payment of such
respective sums. Any amounts payable by Tenant hereunder shall bear interest equal to the rate
of ten percent (10%) per annum. This option given to Landlord is intended for Landlord's
protection and its existence shall not release Tenant from the obligation to perform the terms and
covenants herein provided or deprive Landlord of any legal rights which it may have by reason of
Tenant's default.
10.4 Tenant May Remedy Landlord Defaults. In the event of any default hereunder by
Landlord, Tenant may immediately or at any time thereafter, after having given Landlord the
requisite notice to cure the same and the time for such correction having elapsed, cure such default
for the account and at the expense of Landlord. This option given to Tenant is intended for Tenant's
protection and its existence shall not release Landlord from the obligation to perform the terms
and covenants herein provided or deprive Tenant of any legal rights which it may have by reason
of Landlord's default.
10.5 Charge For Late Payments. In accordance with the Local Government Prompt
Payment Act (Chapter 218 - ss. 218.70-218.80, Florida Statutes), at any time that rent is
outstanding past forty five (45) days from the due date, Landlord may charge Tenant one
percent (1%) per month on the outstanding balance from the date that the balance was first due.
For the purposes of this Section, all funds received by Landlord from Tenant will be applied first
to any overdue Rent, then to any late rent collection fees or additional charges hereunder, and any
balance to the current Rent due. In the event such charges are levied, and the next payment by
Tenant is not sufficient to pay all charges levied by Landlord, Landlord shall provide Tenant a
statement showing the application of Tenant's funds to any of the charges in this Section.
Landlord's waiver of, or failure to collect, any amounts due pursuant to this Section shall not
preclude Landlord from future collection of such charges. Nothing in this Section shall be
construed to grant Tenant the option to pay the rent after the due date, and all default remedies
shall be available to Landlord in addition to and during the collection of the amounts set forth in
this Section.
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ARTICLE 11
INVESTOR MEMBER
The following shall apply with respect to the Investor Member:
(a) Each of Landlord and Tenant agree to accept payment or performance by
the Investor Member, and the Investor Member shall have each the right, but not the obligation, to
cure any breach, default, or Event of Default within the time periods provided in this Article 11.
(b) Landlord and Tenant each agrees to give the Investor Member, at the
address set forth in the definition section of this Lease, a written copy of all notices and demands
sent by such party at the time such notices and demands are given. No notice or demand under
this Lease shall be effective until the Investor Member receives such notice. All Notices of Default
given under this Lease shall describe the default with reasonable detail, and set forth all of the
applicable cure period(s).
(c) After receipt by Tenant of a Notice of Default under this Lease and the
expiration of any applicable period of cure given to Tenant under this Lease, Landlord shall deliver
an additional notice (the "Additional Members' Notice") to the Investor Member. Such notice
shall specify the Event of Default and shall state that Tenant's period of time to cure has expired.
The Investor Member shall thereupon have the additional periods of time to cure any uncured
Event of Default, as set forth below, without payment of default charges, fees, late charges or
interest that might otherwise be payable by Tenant. The Investor Member must pay any due and
unpaid Rent as a condition to curing an Event of Default that is based upon the nonpayment of
Rent. Landlord shall not terminate this Lease or exercise its other remedies under this Lease if:
(i) Within one hundred twenty (120) days after the Investor Member's
receipt of the Additional Members' Notice, the Investor Member: (A) cures the Event of Default,
or (B) if the Event of Default reasonably requires more than one hundred twenty (120) days to
cure, commences to cure the Event of Default and diligently prosecutes the same to completion;
or
(ii) If the Event of Default cannot be cured by payment or expenditure
of money or without possession of the Premises or otherwise, and the Investor Member (A)
initiates other appropriate proceedings to remove and replace the Manager in compliance with the
Operating Agreement within one hundred twenty (120) days after receipt of the Additional
Members' Notice; (B) cures all other Events of Default reasonably capable of cure; (C) complies
with all other covenants and conditions of this Lease reasonably capable of compliance; and (D)
continues to pay all real property taxes and assessments and insurance premiums to be paid by
Tenant under this Lease, then the Investor Member shall then have one hundred twenty (120) days
following the date on which the Investor Member or its nominee is able to replace the Manager,
to cure such Event of Default. Notwithstanding anything contained herein to the contrary, if any
such Event of Default, by its nature, is such that it cannot practicably be cured within said 120-day
period, then the Investor Member shall have such time as shall be reasonably necessary to cure the
Event of Default, provided that the Investor Member commences such cure within said 120-day
period and thereafter diligently prosecutes the cure to completion.
22
(d) Landlord agrees to accept performance by the Investor Member of all cures,
conditions and covenants as though performed by Tenant, and agrees to permit the Investor
Member (as applicable) access to the Premises to take all such actions as may be necessary or
useful to perform Tenant's covenants under this Lease or to cure an Event of Default of Tenant.
The Investor Member shall not be required to perform any act that is not susceptible to performance
by the Investor Member; however, if the Investor Member is not able to cure an Event of Default
or perform a Tenant covenant because of the foregoing limitation, Landlord shall be permitted to
terminate this Lease.
(e) If Investor Member elects to proceed under either Article 11(c)(i) or
11(c)(ii), then, upon the Investor Member's or its nominee's acquisition of the Manager's interest
under the Operating Agreement, this Lease may be terminated at Investor Member's reasonable
discretion.
(f) Landlord and Tenant shall not agree between themselves to any
cancellation, surrender or modification of this Lease without the prior written consent of the
Investor Member, and no such cancellation, surrender or modification shall be effective without
such consent.
(g) So long as the Investor Member is prevented by any process or injunction
issued by any court or by any statutory stay, or by reason of any action by any court having
jurisdiction of any bankruptcy or insolvency proceeding involving Tenant, from commencing or
prosecuting the replacement of the Manager pursuant to the terms of the Operating Agreement or
other appropriate proceedings in the nature thereof, the Investor Member shall not be deemed for
that reason to have failed to commence such proceedings or to have failed to diligently prosecute
such proceedings, provided that the Investor Member uses reasonable efforts to contest and appeal
the issuance or continuance of any such process, stay or injunction.
ARTICLE 12
LIABILITY
12.1 Liability. Except when caused by the gross negligence or willful misconduct of
Landlord (unless caused by an affiliate of Tenant acting as manager of the Landlord) and only to
the extent Tenant's liability is not limited pursuant to other provisions of this Lease, Tenant shall,
subject to the limitations set forth under Section 768.28, Florida Statutes, reimburse Landlord for,
liabilities, obligations, damages, fines, penalties, claims, demands, costs, charges, judgments, and
expenses which may be imposed upon or incurred or paid by or asserted against Landlord, its
members or Landlord's fee or reversionary or other interest in the Premises by reason of or in
connection with any of the following: (a) Tenant's or Tenant's subtenant's use and occupancy of
the Premises; (b) the conduct of Tenant's or Tenant's subtenant's business or any work or activity
or other things allowed or permitted by Tenant to be done in or on the Premises; (c) any breach or
default in the performance of any of Tenant's obligations under this Lease; (d) any
misrepresentation or breach of warranty by Tenant under this Lease; and/or (e) any other
intentional or negligent acts or omissions of Tenant, its agents, employees, invitees or contractors.
23
Tenant expressly reserves its sovereign immunity, and its privileges, defenses and claims relating
to its sovereign immunity.
ARTICLE 13
LANDLORD'S RIGHT TO PERFORM
If Tenant commits a default in the making of any payment or in the doing of any act herein
required to be made or done by Tenant and which is capable of being made or done by Landlord,
then Landlord may, but shall not be required to, make such payment or do such act; provided,
however, that except in the case of an emergency for which no notice is required, Landlord shall
not make any payment or perform any such act without giving Tenant five (5) days' prior written
notice of its intention to do so. The amount of the expense thereof, if made or done by Landlord,
shall be charged to Tenant as Additional Rent, payable on demand, and the late charge specified
in Section 10.5 shall accrue from the date paid or performed by Landlord, but the making of such
payment or the doing of such act by Landlord shall not operate to cure such default or to estop
Landlord from the pursuit of any remedy to which Landlord may be entitled because of any breach
on the part of Tenant of any term, covenant, or condition herein, nor shall the acceptance of Annual
Rent herein by Landlord either from Tenant or any Subtenant, whether or not such delay or
acceptance be with knowledge on the part of Landlord of such breach, prejudice Landlord's
privilege to invoke such remedy, which privilege shall continue until such breach is cured.
ARTICLE 14
ESTOPPEL CERTIFICATES
(a) Tenant agrees at any time and from time to time, upon not less than ten (10)
business days' prior written notice by Landlord, to execute, acknowledge, and deliver, without
charge, to Landlord, or to any person designated by Landlord, a statement in writing certifying:
that this Lease is in full force and effect and has not been modified, assigned, subleased,
supplemented, or amended except by such writings as shall be stated; (ii) that Tenant has not
received any Notice of Default or Notice of Termination of this Lease (or, if Tenant has received
such notice, that the default has been cured or termination has been revoked, if such be the case);
(iii) that, to the knowledge of Tenant, no default exists hereunder (or if any such default does exist,
specifying the same and stating that the same has been cured, if such be the case); and (iv) the
dates to which the Annual Rent and Additional Rent have been paid.
(b) Landlord agrees at any time and from time to time, when reasonably
requested by Tenant in writing, to execute, acknowledge, and deliver, without charge, to Tenant,
or to any person designated by Tenant, a statement in writing certifying: (i) that this Lease is in
full force and effect and has not been modified, assigned, subleased, supplemented, or amended
except by such writings as shall be stated; (ii) that no Notice of Default or Notice of Termination
of this Lease has been served on Tenant (or if Landlord has served such notice, that the default has
been cured or the termination has been revoked, if such be the case); (iii) that Landlord has no
claims against Tenant hereunder (or, if Landlord has any such claims, specifying the same); and
(iv) the dates to which the Annual Rent and Additional Rent have been paid by Tenant.
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(c) The failure of either party to execute, acknowledge, and deliver to the
requesting party a statement in accordance with the provisions of this Article within the period set
forth herein shall constitute an acknowledgment by the party to whom the request is made, which
may be relied upon by any person holding or intending to acquire any interest whatsoever in the
Premises or the Improvements, that, except as stated by the requesting party in the request, this
Lease has not been assigned, amended, changed, or modified, is in full force and effect, and that
the Annual Rent and Additional Rent have been duly and fully paid not beyond the respective due
dates immediately preceding the date of the request for such statement.
ARTICLE 15
ASSIGNMENT AND BANKRUPTCY
15.1 Tenant Assignment and Subletting. Tenant may assign this Lease only with
Landlord's and Investor Member's prior written consent and may sublet as provided in Section 2.3
hereof. Tenant shall not be relieved of the obligation to perform any of the terms and conditions
of this Lease by reason of any such assignment or subletting.
15.2 Landlord Assignment. Landlord shall have the right to assign or transfer its interest
in this Lease at any time upon the Consent of the Investor Member (as required in the Operating
Agreement), provided that the assignee or transferee assumes and agrees to be bound by the terms
of this Lease and further provided that Landlord notifies Tenant of such assignment and provides
Tenant with an executed copy of the transfer instrument within a reasonable time subsequent to
occurrence.
15.3 Bankruptcy of Tenant. If Tenant shall be declared bankrupt, or shall have a receiver
over its property, or shall make an assignment for the benefit of its creditors, or its rights hereunder
shall be taken under execution, then Tenant shall be deemed to have made an assignment of this
Lease without obtaining Landlord's consent.
ARTICLE 16
NIISCELLANEOUS
16.1 Accord and Satisfaction. No payment received by Landlord of a lesser amount than
the Rent or other charges due and payable shall be deemed to be other than on account of the
earliest stipulated rent or other charges, nor shall any statement on a check or any letter
accompanying a payment of rent or other charges be deemed an accord and satisfaction. Landlord
may accept payment without prejudice to Landlord's right to recover the balance of rent or other
charges or to pursue any remedy in this Lease.
16.2 Entire Agreement. This Lease and any Exhibits or Addenda attached hereto set
forth all covenants, promises, agreements, conditions and understandings between Landlord and
Tenant concerning the Premises. There are no covenants, promises, agreements, conditions or
understandings, either oral or written, between the parties hereto other than as herein set forth. No
subsequent change or addition to this Lease shall be binding upon Landlord or Tenant unless
reduced to writing and signed by them.
25
16.3 No Partnership. Landlord does not in any way become a partner, joint venture, or
member of a joint enterprise with Tenant as a result of this Lease.
16.4 Force Majeure. If either party is delayed from the performance of any act required
hereunder by reason of natural disaster, labor troubles, inability to procure materials, failure of
power, restrictive governmental regulations, riots, insurrection, war or like reasons not the fault of
the party delayed, then the period for performance of the act shall be extended for a period
equivalent to the period of the delay. This provision shall in no event, however, apply to Tenant's
obligation to pay rent hereunder.
16.5 Waiver. The waiver by Landlord or Tenant of any breach of any term, covenant,
or condition herein shall not be deemed to imply or constitute a further waiver of the term,
covenant, or condition of this Lease. The acceptance of rent by Landlord shall not be deemed a
waiver of any preceding breach by Tenant of any covenant herein, other than the failure of Tenant
to pay the rent so accepted. No covenant, term or condition of this Lease shall be waived by
Landlord or Tenant unless the waiver is in writing.
16.6 Notices. Any notices given or required to be given to Landlord shall be sent or
personally delivered to the address stated in Section 1.15, and any notices given or required to be
given to Tenant shall be sent or personally delivered to the address stated in Section 1.36. Unless
otherwise stated in this Lease, notices shall be deemed given when deposited in the U.S. Mail,
postage prepaid and correctly addressed, certified mail, to the respective parties or when personally
delivered. Copies of all notices shall be sent to the Investor Member at the address stated in Section
1.12.
16.7 Partial Invalidity. If any provision of this Lease or any specific application shall be
invalid or unenforceable, the remainder of this Lease, or the application of the provisions in other
circumstances, shall not be affected, and each provision of this Lease shall be valid and enforceable
to the fullest extent permitted by law.
16.8 Quiet Enjoyment. Landlord covenants that for so long as no Event of Default by
Tenant exists, Tenant shall have peaceful and quiet possession of the Premises, free from
interference from Landlord or any person claiming by or through Landlord.
16.9 Remedies Cumulative. All remedies conferred on Landlord and Tenant by this
Lease shall be deemed cumulative and no one remedy shall be deemed to be exclusive of the other
or of any other remedy conferred by law. Failure to insist upon strict performance of any of the
provisions herein contained shall not be deemed a waiver of any subsequent breach or default in
any such provisions.
16.10 Successors and Assigns; Binding Effect. The covenants and agreements contained
in this Lease shall be applicable to and bind the respective successors, assigns, heirs and legal
representatives of the parties hereto; provided, however, Tenant may not assign its interest in the
Premises, or any part thereof, without Landlord's prior written consent, which shall not be
unreasonably withheld, delayed or conditioned. Tenant shall promptly notify Landlord of any
proposed assignment and provide Landlord with the name, address and contact information for the
proposed assignee and its principals. Any attempted assignment in violation of this Section shall
26
be void. If Landlord's interest in the Premises terminates by reason of a bona fide sale or other
transfer, Landlord will thereupon be released from all further liability to Tenant under this Lease.
16.11 Applicable Law. This Lease shall be construed according to the laws of the State
of Florida. This Lease shall not be more strictly construed against either party hereto by reason of
the fact that one party may have drafted or prepared any or all of the terms and provisions hereof.
Venue in any lawsuit under this Lease shall be in Miami -Dade County or the Southern District of
Florida.
16.12 Time of Essence. Time is of the essence of all payments and performance called
for by Tenant under the terms and covenants of this Lease.
16.13 No Joint Venture. Landlord shall not be construed or held to be a partner or
associate of Tenant in the conduct of Tenant's business, it being expressly understood and agreed
that the relationship between the parties under this Lease is and shall at all times remain, during
the term, that of landlord and tenant.
16.14 Holdover. Should Tenant hold over in possession of the Premises after the
expiration of this Lease, Tenant shall be deemed to be occupying the Premises from month to
month, subject to such occupancy's being terminated by either party upon at least thirty (30) days'
written notice, as though this Lease had continued. Such occupancy shall be subject to all of the
terms, covenants, and conditions of this Lease insofar as the same may be applicable to a month -
to -month tenancy except that the Annual Rent shall be calculated at double the Annual Rent in
effect at the expiration of this Lease. In addition, Tenant shall pay as Additional Rent to Landlord
all damages sustained by reason of Tenant's retention of possession. Nothing in this Section
excludes Landlord's rights of re-entry or any other right hereunder. Tenant agrees to surrender to
Landlord, at the end of the Lease Term of this Lease and/or upon any cancellation or early
termination of this Lease, the Premises in as good condition as the Premises were at the beginning
of the Lease Term of this Lease, ordinary wear and tear excepted. If Tenant fails to vacate and
deliver possession of the Premises to Landlord on the expiration or sooner termination of this
Lease as required, Tenant shall be responsible for payment of reasonable fees and costs from all
claims.
16.15 Usury. In the event that any late charge, interest rate, or other payment provided
herein exceeds the maximum applicable charge legally allowed, such late charge, interest rate, or
other payment shall be reduced to the maximum legal charge, rate, or amount.
16.16 Counterparts. This Lease may be executed in multiple counterparts or in duplicate
and, when so executed by all parties, shall constitute one agreement. Facsimile, documents
executed, scanned and transmitted electronically and electronic signatures shall be deemed original
signatures for purposes of this Lease and all matters related thereto, with such facsimile, scanned
and electronic signatures having the same legal effect as original signatures.
16.17 No Merger. There shall be no merger of this Lease or of the leasehold estate hereby
created with the fee estate in the Premises or any part thereof by reason of the fact that the same
person, firm, corporation, or other legal entity may acquire or hold, directly or indirectly, this Lease
27
or the leasehold estate and the fee estate in the Premises or any interest in such fee estate, without
the prior written consent of any Mortgagee of the Landlord.
16.18 Third Party Beneficiary. Notwithstanding anything to the contrary set forth
elsewhere in this Lease, Landlord and Tenant hereby acknowledge and agree that the Investor
Member shall be deemed third -party beneficiaries of the provisions of this Lease which
specifically grant the Investor Member respective rights and/or benefits, including, without
limitation, those provisions which entitle the Investor Member to receive notice and exercise the
right to cure and the representations, warranties and covenants in Article 11. In connection
therewith, the Investor Member may each seek any and all remedies respectively available to the
Investor Member in order to enforce such provisions.
16.19 Survival. Anything contained in this Lease to the contrary notwithstanding, the
expiration or earlier termination of the Lease Term, whether by lapse of time or otherwise, shall
not relieve any party from its obligations accruing prior to the expiration or termination of the
Lease Term, all of which shall survive the same, whether or not same is expressly stated in the
particular paragraph of this Lease, including, without limitation, the obligations with respect to:
(a) the payment of Annual Rent and Additional Rent; (b) any provisions of this Lease with respect
to indemnity obligations of Landlord; and (c) the removal of all property of Tenant required to be
removed hereunder and the repair of all damage to the Premises caused by such removal at the
expiration or termination of this Lease to the extent required hereunder.
16.20 Attorneys' Fees. If either party defaults in the performance of any of the terms or
provisions of this Lease and by reason thereof the other party employs the services of an attorney
to enforce performance of the covenants, or to perform any service based upon defaults, then in
any of said events the parties shall bear its own attorney fees and costs.
16.21 Brokerage. Tenant represents and warrants that it has dealt with no broker,
salesman, agent or other person in connection with this transaction and that no broker, salesman,
agent or other person brought about this transaction. The provisions of this Section shall survive
the termination of this Lease.
16.22 No Representations. Tenant acknowledges that neither Landlord nor any employee
or agent of Landlord has made any promises, representations or warranties, in connection with this
Lease that are not contained in this Lease and this Lease, including any exhibits attached hereto,
sets forth the entire agreement between the parties hereto with respect to the subject matter hereof.
ARTICLE 17
RADON GAS DISCLOSURE
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
TESTING MAY BE OBTAINED FROM YOUR COUNTY PUBLIC HEALTH UNIT.
28
ARTICLE 18
PUBLIC RECORDS
Pursuant to the provisions of Section 119.0701. Florida Statutes, Landlord must comply with the
Florida public records laws, specifically the Landlord must:
A. Keep and maintain public records that ordinarily and necessarily would be required by the
public agency in order to perform the service.
B. Provide the public with access to public records on the same terms and conditions that the public
agency would provide the records and at a cost that does not exceed the cost provided in this
chapter of the Florida Statutes or as otherwise provided by law.
C. Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law.
D. Meet all requirements for retaining public records and transfer, at no cost, to the City all public
records in possession of the Landlord upon termination of the contract and destroy any duplicate
public records that are exempt or confidential and exempt from public records disclosure
requirements.
E. All records stored electronically must be provided to the City in a format that is compatible
with the information technology systems of the City.
IF THE LANDLORD HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE LANDLORD'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT (305) 416-1800, PUBLICRECORDS@MIAMIGOV.COM,
AND 444 S.W. 2ND AVENUE, SUITE 945, MIAMI, FL 33130
[SIGNATURES ON NEXT PAGE]
29
MIAMI 12097187.10 83006/91695
IN WITNESS WHEREOF, each of the parties hereunto has executed this Lease as of the
Effective Date.
Witnesses:
Name: ,tif44 Py
Name: aA S L 1
LANDLORD:
WYNWOOD WORKS MANAGER, LLC, a
Florida limited liability company
By: Magellan Housing LLC, a Florida
limited liability company, its manager
By:
Nikul A. Inamdar, Member
CONSENT OF OWNER: Owner hereby consents to this Lease and acknowledges the square
footage of Premises set forth in this Lease.
Witnesses:
!� L
Name: II emnpy Lc
t
Louise Ni (9,
Name: L 5( mtv
WYNWOOD WORKS, LLC, a Florida
limited liability company
By: Wynwood Works Manager, LLC, a
Florida limited liability company, its
manager
By: Magellan Housing LLC, a Florida
limited liability company, its manager
By:ifki///)
Nikul A. Inamdar, Member
Signed by:
ATTEST:
DocuSigned by:
E
BY: E46D7560DCF1459...
TENANT:
OMNI REDEVELOPMENT DISTRICT
COMMUNITY REDEVELOPMENT AGENCY,
of the City of Miami, a public agency and body
corporate created pursuant to Section 163.356,
Florida Statutes
DocuSigned by:
Siaa,
BY: `-726F60389F4F4B3...
Todd B. Hannon, Clerk of the Board Isiaa A. Jones, Executive Director
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
DocuSigned by:
at,Or wiSavA.1 l f l
`-887Z6E9FF88245B
BY:
George K. Wysong III, General Counsel
JB Matter 24-1915
EXHIBIT A
LEGAL DESCRIPTION OF LAND
PARCEL A:
LOT 7, BLOCK 3, LESS THE WEST 20 FEET THEREOF, OF BAY VIEW ADDITION TO MIAMI,
ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, AT PAGE 107 OF THE
PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA.
PARCEL B:
BEGIN AT THE NORTHWEST CORNER OF THE SOUTHWEST 1/4 OF THE SOUTHWEST 1/4 OF THE
SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25, TOWNSHIP 53 SOUTH, RANGE 41 EAST,
MIAMI-DADE COUNTY, FLORIDA; THENCE RUN SOUTH 85 FEET; THENCE RUN EAST TO THE
RAILROAD RIGHT OF WAY OF THE FLORIDA EAST COAST RAILWAY; THENCE RUN NORTHERLY
ALONG SAID RIGHT OF WAY 85 FEET, MORE OR LESS, TO A POINT DIRECTLY EAST OF THE POINT
OF BEGINNING; THENCE RUN WEST 135 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, LESS
THE WEST 35 FEET THEREOF.
PARCEL C:
COMMENCING AT A POINT 85 FEET SOUTH OF THE NORTHWEST CORNER OF THE SOUTH 1/2 OF
SOUTH 1/2 OF SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25, TOWNSHIP 53 SOUTH,
RANGE 41 EAST; THENCE RUN SOUTH 100 FEET; THENCE RUN EAST PARALLEL WITH THE NORTH
BOUNDARY OF SAID SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE SOUTHEAST
1/4 OF SECTION 25, TO THE WEST LINE OF THE RIGHT OF WAY OF THE FLORIDA EAST COAST
RAILWAY COMPANY; THENCE RUN IN A NORTHERLY DIRECTION AND ALONG THE WEST LINE
OF THE RIGHT OF WAY OF THE FLORIDA EAST COAST RAILWAY COMPANY TO A POINT DUE
EAST OF THE POINT OF BEGINNING; THENCE RUN WEST AND PARALLEL WITH THE NORTH
BOUNDARY OF SAID SOUTH 1/2 OF SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF
SECTION 25 TO THE PLACE OR POINT OF BEGINNING, LYING AND BEING IN MIAMI-DADE
COUNTY, FLORIDA; EXCEPTING FROM THE ABOVE MENTIONED TRACT, 20 FEET OFF THE WEST
SIDE OF SAID PROPERTY CONVEYED TO THE CITY OF MIAMI FOR STREET PURPOSES AS SHOWN
BY DEED RECORDED IN DEED BOOK 361, AT PAGE 355, OF THE PUBLIC RECORDS OF MIAMI-DADE
COUNTY, FLORIDA, AND ALSO LESS THE WEST 15 FEET THEREOF FOR ADDITIONAL RIGHT-OF-
WAY.
SAID LANDS ALSO KNOWN AS:
A PORTION OF LOT 7, BLOCK 3, OF BAY VIEW ADDITION TO MIAMI, ACCORDING TO THE PLAT
THEREOF, AS RECORDED IN PLAT BOOK B, AT PAGE 107 OF THE PUBLIC RECORDS OF MIAMI-
DADE COUNTY, FLORIDA; AND A PORTION OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE
SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25, TOWNSHIP 53 SOUTH, RANGE 41 EAST;
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE
SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25, TOWNSHIP 53 SOUTH, RANGE 41 EAST;
THENCE RUN N 89°55'17" E FOR 35.00 FEET TO THE POINT OF BEGINNING; THE NEXT DESCRIBED
LINE BEING ALONG A LINE 35 FEET EASTERLY OF THE CENTER LINE OF NORTH MIAMI AVENUE,
THENCE N 00°16'34" E FOR 34.42 FEET TO A POINT ON THE NORTH LINE OF LOT 7; THENCE S
89°50'00" E ALONG SAID NORTH LINE OF LOT 7, FOR 108.40 FEET TO THE WESTERLY RIGHT OF
WAY OF THE FLORIDA EAST COAST RAILWAY COMPANY, THENCE S 13°53'30" W ALONG SAID
RIGHT OF WAY FOR 225.63 FEET; THENCE S 89°55'17" W ALONG A LINE SOUTHERLY OF AND
PARALLEL WITH THE NORTH BOUNDARY OF SAID SOUTH 1/2 OF SOUTH 1/2 OF THE SOUTHEAST
1/4 OF THE SOUTHEAST 1/4 OF SECTION 25 FOR 55.29 FEET, THENCE N 00°16'31" E ALONG THE LINE
35 FEET EASTERLY OF CENTER LINE NORTH MIAMI AVENUE FOR 185.00 FEET TO THE POINT OF
BEGINNING.
EXHIBIT B
SITE PLAN/FLOOR PLAN
1
011.
Retail 1
1,033 RSF
Retail 2
1,540 RSF
Retail 3
945 RSF `^ : FA
N MIAMI AVENUE
Restaurant Space
1,635 RSF
■
EXHIBIT C
SITE PLAN/FLOOR PLAN
(Parking)
LEVEL 1.5 FLOOR AREA DIAGRAM - 14,938 SF
The parking spaces described in Section 1.27 of this Lease are depicted above and labeled
parking spaces #4, 5, 6, 7, 8, 9, 10, and 11.
EXHIBIT D
RULES FOR PARKING AREA
Only properly registered, operational vehicles are permitted in the Parking Area. Washing,
waxing, cleaning, servicing or repair of any vehicle, except the immediate boosting of batteries
and repair of flat tires, is not permitted anywhere, unless a specified car wash area is designated
by Landlord and only then for the limited purposes designated by Landlord. Vehicles with flat
tires, leaking fluids onto the Parking Area, or otherwise inoperable are subject to tow at the vehicle
owner's expense. The cost of damages caused by the inoperative vehicle will be charged to Tenant
as Additional Rent.
Parking is permitted only in designated spaces marked for use by Tenant or its retail or
commercial customers. Parking spaces may be used only for parking automobiles and other "pre -
approved vehicles" described below. Every parker is required to park and lock his or her own
vehicle. Vehicles must be parked entirely within the stall lines painted on the floor and only small
cars may be parked in areas reserved for small cars. Vehicles parked on grassed areas, fire lanes,
areas not striped for parking, aisles, where "no parking" signs are posted, ramps, loading zones or
sidewalks for any reason, including but not limited to the loading and unloading of articles, will
be subject to tow and fines. Trailers, mobile homes, boats, boat trailers, campers, recreational
vehicles and vehicles larger than a pick-up truck or standard van are not permitted unless pre -
approved in writing by Landlord using standards uniformly applied.
All directional signs and arrows must be observed. The speed limit shall be 5 miles per
hour or as posted. Spaces reserved for handicapped parking must be used only by vehicles properly
designated.
Tenant shall at all times comply with the Rules for the Parking Area and shall use
reasonable efforts to notify the designated users of the Parking Area of the Rules. Failure by
Tenant or its designated Parking Area users to comply with the Rules shall entitle Landlord, in
addition to the other remedies provided for in this Lease, to cancel access to the Parking Area for
the Rules' violator but shall not restrict Tenant from designating other users who shall be notified
of the Rules. Pursuant to the other rights and limitations contained in this Lease, Landlord reserves
the right to assign in its reasonable discretion specific parking spaces in the Parking Area for the
benefit of the residents of the Apartment Building and to reserve spaces for visitors, small cars,
handicapped persons, and any other such categories in the Parking Area as Landlord may decide
in its reasonable discretion, and neither Tenant nor persons designated by Tenant hereunder shall
park in any such assigned or reserved spaces.
Landlord also reserves the right to close all or any portion of the Parking Area in order to
make repairs or perform maintenance services, or to alter, modify, re -stripe or renovate the Parking
Area, or if required by casualty, strike, condemnation, act of God, governmental law or
requirement or other reason beyond Landlord's reasonable control. Such partial or complete
closing of the Parking Area shall not constitute a disturbance of Tenant's use of the Parking Area,
and further, no such partial or full closing of the Parking Area will render Landlord liable to Tenant
or third parties for damages, or otherwise, or relieve Tenant of the responsibility of performing
Tenant's obligations under this Lease.
Subject to this Lease, Tenant agrees that it will use the Parking Area solely for the purpose
of providing parking spaces to Tenant's visitors, employees, guests and Subtenants, and for no
other purposes whatsoever. Tenant agrees that it will conduct its business with respect to the
Parking Area in a lawful manner. Tenant shall not make or permit any other use of the Parking
Area without the Landlord's prior written consent. Neither Tenant nor any of Tenant's users of
the Parking Area shall make an unlawful, improper or offensive use of the Parking Area, nor shall
Tenant nor any user of the Parking Area use the Parking Area in any manner that would cause
damage to the Parking Area or any part thereof.
Tenant shall not install or otherwise make any alterations or Improvements to the Parking
Area whatsoever without first obtaining Landlord's written consent and approval thereto, which
approval shall not be unreasonably withheld, conditioned, delayed or denied.
EXHIBIT E
LANDLORD/CONTRACTOR WORK LETTER
The Premises shall be delivered as described in the Apailment Building's City of Miami Master
Building Permit No. Below is a general description of the condition of the Premises that will be
provided by the Landlord at delivery of the Premises to the Tenant. Note: "conditions" are specific
to the Premises and subject to verification of plans. The Premises will be delivered to the Tenant
with the following provided at the Landlord's expense, except as noted:
STOREFRONT
Consisting of tubular metal frames with single or double
glazing. Storefront door will be a minimum size of 3' -
0" x 7' - 0" and match the surrounding storefront
system, weather tight, with hardware consisting of a
deadbolt lock, push/pull plates, door closer, and
threshold.
DEMISING WALLS
No interior partitions will be provided. Core and exterior
walls to be concrete block OR metal stud with code
minimum drywall and fire ratings provided. All interior
partitions by Tenant.
CEILINGS
Exposed to underside of structure.
PLUMBING
Min. 1" domestic water supply line overhead with isolation
valves to the Premises. All related tap, meter set, meter
deposit and fixture or any similar charges shall be paid for
by the Tenant. The domestic water service shall be run not
more than 3' into the Retail Premises from the demising
wall and be fitted with a shut-off valve. Hot water heating
and back flow (if required) shall be by the Tenant.
Tenant shall tap and connect to 6 inch Sanitary Sewer line at
or near the rear of the Premises at depth to accommodate
code required slope from any point within the Premises.
Extension and connection by Tenant.
A grease interceptor and conduit are only available to the
Southernmost retail bay.
Sanitary sewer line is located at the front of the Land.
HVAC
Split System Condensers and Fan Coil Units to be
provided by Tenant, including all ductwork, grilles,
controls, etc. Equipment locations to be verified and
confirmed by Landlord/Contractor ie: condensing units,
OSA, etc. Location of condensers outside of Premises
to be identified.
ELECTRICAL
SERVICE
120/208V, 3 phase, 4 wire, dedicated meter/breaker
(breaker not included) combination in Main Electrical
room on 1ST floor. One (1) 4" conduit stub up into each
tenant premises. Tenant shall provide its own power
distribution including but not limited to wiring, braker and
electrical panel. The allowable tenant design loads is a
maximum of 45w per square foot. This load is to be
confirmed by Landlord/Contractor and engineer to ensure
withinfacility's supply capacities. Code minimum lighting
as required within the shell space. Code minimum exit and
emergency lighting as required within the shell space.
NATURAL GAS
No natural gas to be provided however, natural gas
connections are available.
SPRINKLER SYSTEM
Code minimum distribution of base building fire protection
system with upright heads spaced per by Code.
Modifications (additions, relocations, raising or lowering)
to accommodate Tenant's requirements are to be done by
Tenant. Tenant is required to use the base building fire
sprinkler subcontractor.
FLOORS
Floor slab on grade will be reasonably smooth and level, free
of trenches, large holes, and major defects. Tenant may need
to complete some preparation and repair work in order to
install Tenant floor finishes.
DATA/TELEPHONE
One 2" empty conduit at the rear within the Premises
originating from the property's joint telephone point of
demarcation. All related set up by Tenant.
FIRE ALARM SYSTEM
Fire alarm devices as required by code for the shell space.
Landlord/Contractor to provide one 2" conduit and pull
strings for fire alarm interface to a junction box to base
building system. Tenant must connect to the base building
fire alarm system and use the base building fire alarm
subcontractor.
REAR ACCESSDOOR
If Premises is adjacent to the exterior or a service corridor
and if required by governing code, an unpainted metal door
and frame of a minimum size of 3' - 0" x 7' - 0" will be
installed. It will be delivered weather tight with hardware
consisting of a lever handle latch, lock, door closer, and
threshold.
TRASH & WASTE
Trash receptacles and trash removal by Tenant. Trash
compactor and cardboardbailer to be furnished and installed
by Tenant in a location designated by Landlord. Receptacles
to be stored in space determined by Landlord.
EXTERIOR SIGNAGE
One J-Box to be provided at one sign location with conduit
stubbed into the Premises. Tenant to submit signage
package as required by Landlord. All signage to be held to
standards set by city/code requirements and approved by
Landlord.
OTHER
The street address will be placed on or above the storefront
door and on the rearservice door in 4" die cut vinyl letters.
All work performed by Landlord/Contractor or Tenant
shall be in accordance with specifications of Landlord,
unless otherwise specifically provided herein.
EXHIBIT F
SUBLEASE REQUIREMENTS
Landlord Sublease
Review and Approval:
Tenant shall allow Landlord and Investor Member seven business
days to review and approve in writing any proposed sublease for
compliance with the terms of the Lease before any such Sublease is
executed.
Exterior Signage:
Any Sublease shall include the following provision:
"Subtenant shall not erect or install any signs, lettering or placards
in or around the Premises, without the prior written consent of both
the Tenant and Landlord. Subtenant shall, at its own expense, install
within thirty (30) days after the Commencement Date of the
Sublease an exterior sign consisting of LED backlit reverse channel
letters in a place on the Premises to be designated by Landlord,
which sign will advertise Subtenants name or type of business. The
form, color, materials, design, location and dimensions of the sign
will be subject to Tenant and Landlord's prior written approval and
shall comply with all applicable local governmental and any other
regulations, laws, orders or ordinances, which shall not
unreasonably be delayed, conditioned or withheld. Subtenant shall,
at its sole cost and expense, remove all signage at the expiration or
earlier termination of the Sublease and repair any damage to the
Premises caused by the installation and removal of the signage."
Use:
The Sublease must reference the Lease and explicitly restrict the
Subtenant from any of the prohibited uses outlined in Exhibit "B"
herein and any use under any Sublease must be Permitted Use under
the Lease.
Term:
The base term of any Sublease may not exceed the lesser of (i) 6
calendar years, or (ii) the Lease Term under the Lease.
Renewal Options:
Following the expiration of the Term, any renewal options are
prohibited without the prior written consent of Landlord and the
Investor Member, which may be withheld in Landlord's and
Investor Member's reasonable discretion.
Assignment/Sub-
sublease:
The Sublease shall contain the following provision:
"Subtenant shall not, without the prior written consent of Landlord
and Investor Member, in Landlord's and Investor Member's
reasonable discretion, assign, encumber, dispose of, convey, or
transfer this Lease or any interest under it. This prohibition
includes, without limitation, any transfer which would otherwise
occur by operation of law, merger, consolidation, reorganization,
transfer or other change of Subtenant's corporate, limited liability
company membership, partnership or proprietary structure or
ownership. Subtenant shall not allow any assignment, subletting or
other transfer of this Sublease or any lien upon Subtenant's interest
by operation of law or by voluntary or involuntary bankruptcy,
insolvency or reorganization proceedings. Subtenant's request for
an assignment or other transfer shall be in writing to Landlord,
Investor Member and Subtenant will only be considered by
Landlord, Investor Member and Tenant if Subtenant is not in default
of any provision of this Sublease. Further, Subtenant shall not sub -
sublet all or any part of the Premises, or permit the use or occupancy
of all or any part of the Premises by anyone other than Subtenant.
Landlord, in its reasonable discretion, may establish standards for
the approval of a proposed assignee or subtenant which standards
may include, but not be limited to, net worth, type of business,
business experience, reputation, and effect on tenant mix."
Premises Improvements:
The Sublease shall contain the following provision:
"Tenant may make any improvements or alterations to the Premises
if they are nonstructural, do not affect any building system, and
comply with all applicable laws and permit requirements. Prior to
the commencement of any Improvement or alteration, Subtenant
shall give Landlord and Tenant at least two (2) business days written
notice. All improvements or alterations will be made by a licensed
and insured contractor and performed in a good and workmanlike
manner pursuant to permits, if required, and in compliance with
applicable law. During the Term of this Sublease, Sub -Subtenant
agrees to be responsible for any and all liens that might attach to the
Premises on account of labor performed or for material furnished to
the Premises by Subtenant, and Subtenant agrees to pay or discharge
any such liens within thirty (30) days except any liens the validity
of which are being contested diligently by appropriate legal
proceedings by Subtenant."
Insurance Requirements:
The Sublease shall contain provisions requiring the Sub -Subtenant
to maintain the following minimum insurance coverages:
• Commercial General Liability insurance with limits equal
to at least $1,000,000 per occurrence/$2,000,000
aggregate; and
• Plate glass insurance; and
• Property and casualty insurance with limits sufficient to
cover 100% of the value of the tenant's furniture, fixtures,
and equipment; and
• Business interruption insurance with limits equal to at least
6-months of the Subtenant's rent.
• Subtenant shall provide insurance certificates confirming
the above coverages and shall list the Landlord as the
Certificate Holder and the following entities as additional
insured: Landlord, Wynwood Works Manager, LLC,
Magellan Housing, LLC, FNBC Leasing Corporation, and
RBC Community Investments Fund-X Structured Housing
4 Limited Partnership. Landlord may submit additional
entities (Landlord's partners, investors and/or lenders) to
the Tenant to be listed as additional insureds.
Grease Traps:
The Sublease shall contain the following provision:
"All grease traps, if any, shall be installed and maintained in
accordance with applicable Laws and in accordance with Landlord's
requirements."
EXHIBIT G
ANTI -HUMAN TRAFFICKING AFFIDAVIT
1. The undersigned affirms, certifies, attests, and stipulates as follows:
a. The entity/individual is a nongovernmental entity authorized to transact business
in the State of Florida (hereinafter, "nongovernmental entity").
b. The nongovernmental entity is either executing, renewing, or extending a contract
(including, but not limited to, any amendments, as applicable) with the City of
Miami ("City") or one of its agencies, authorities, boards, trusts, or other City
entity which constitutes a governmental entity as defined in Section 287.138(1),
Florida Statutes (2024).
c. The nongovernmental entity is riot in violation of Section 787.06, Florida Statutes
(2024), titled "Human Trafficking."
d. The nongovernmental entity does riot use "coercion" for labor or services as
defined in Section 787.06, Florida Statutes (2024).
2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, 1 declare the
following:
a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and
that the facts, statements and representations provided in Section I are true and
correct.
b. I am an officer, a representative, or individual of the nongovernmental entity
authorized to execute this Anti -Human Trafficking Affidavit.
FURTHER AFFIANT SAYETH NAUGHT.
Nongovernmental Entity/Individual: WYNWOOD WORKS MANAGER, LLC, a Florida limited liabiity company
Name: Nikul A. Inar, Title: Member of Magellan Housing, LLC, the Manager of
Wynwood Works Manager, LLC
Signature: E
Office Address: 2035 N. Miami Ave.
Miami, FL 33127
Email Address: nick.inamdar@mage)landev.com Main Phone Number: 305-528-0166
Olivera, Rosemary
From: De Los Santos, Jesly
Sent: Friday, April 25, 2025 9:14 AM
To: Hannon, Todd
Cc: Olivera, Rosemary; Ewan, Nicole; Jones, Isiaa; Brako, James; Garcia, Aida
Subject: Matter ID: 24-1915 Wynwood Works Manager LLC x Omni CRA- Sublease Agreement
Attachments: Executed - Sublease Agreement - Wynwood Works Manager, LLC x Omni CRA -
02.28.2025.pdf
Good morning,
Please find attached a fully executed copy of an agreement from DocuSign that is to be considered an
original agreement for your records.
Best regards,
Jesly De Los Santos
Executive Assistant, OMNI-CRA
1401 N. Miami Avenue, Miami, FL 33136
Off: 305 679-6856
Email: jdelossantos@miamigov.com
Website: www.omnicra.com
•
Oita_
f CRA
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