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Home My WebLink About26319AGREEMENT INFORMATION AGREEMENT NUMBER 26319 NAME/TYPE OF AGREEMENT OMNI CRA & WYNWOOD HOUSE CUTS, LLC DESCRIPTION SUB -LEASE AGREEMENT/1,365 RENTABLE SQUARE FEET OF RETAIL AND/OR COMMERCIAL SPACE OF THE LEASED PREMISES/FILE ID: 19315/CRA-R-26-0024/MATTER ID: 26- 1483 EFFECTIVE DATE October 19, 2026 ATTESTED BY TODD B. HANNON ATTESTED DATE 10/19/2026 DATE RECEIVED FROM ISSUING DEPT. 10/20/2026 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Omni Redevelopment District Community Redevelopment Agency DEPT. CONTACT PERSON: Jesly De Los Santos EXT. 305-679-6856 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: WYNWOOD HOUSE CUTS LLC IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? ❑ YES ® NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): To obtain the required signatures Sublease Agreement between Omni CRA and Wynwood House Cuts LLC. COMMISSION APPROVAL DATE: 05/38/2026 FILE ID: 19315 ENACTMENT NO.: CRA-R-26-0024 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR October 14, 2026 PRINT: Carlos 116:24:43 EDT Ignacio Suarez �Signed b SIGNATURE: SUBMITTED TO RISK MANAGEMENT October 15, 2026 PRINT:Frank G 109:36:33 EDT SIGNATURE: C191AC9B961424... omez �Signed by: 'Irate 'imt-") �)/AQtif.fiAi A�id4/ SUBMITTED TO CITY ATTORNEY Initial 115 October 16, 2026 112:59:14 :48:25 EDT PRINT: GEORGE EDT SIGNATURE[fr7 K. WYSONG III Signed by: % 61'Y6IAd) 1U October 15, 2026 117 88776 9FE88248B... APPROVAL BY ASSISTANT CITY MANAGER N/A N/A APPROVAL BY DEPUTY CITY MANAGER N/A N/A RECEIVED BY OMNI CRA DIRECTOR October 16, 2026 117:30:05 PRINT: Carlos EDT SIGNATURE: Ignacio Suarez ned by: C7QA PRINT: Hannon, EDT Todd9B9e124 D Sig d by RECEIVED BY BOARD CLERK: TODD B. HANNON October 19, 2026 115:02:41 SIGNATURE: F::=)r--------- PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER /'tS `\► Omni C R A City of Miami Legislation OMNI CRA Resolution CRA-R-26-0024 OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 19315 Final Action Date:5/28/2026 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA"), WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING, ATTACHED AND INCORPORATED AS EXHIBIT "A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS TO THE CRA, AFTER THE EXPIRATION OF THE THIRTY (30) DAY NOTICE FOR THE DISPOSITON OF ANY REAL PROPERTY OR INTEREST THEREIN IN THE CRA'S REDEVELOPMENT AREA PURSUANT TO SECTION 163.380, FLORIDA STATUTES; WAIVING THE REQUIREMENTS FOR COMPETITIVE SEALED BIDDING AS NOT BEING PRACTICABLE OR ADVANTAGEOUS TO THE CRA; AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE A SUBLEASE AGREEMENT, IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, WITH WYNWOOD HOUSE CUTS LLC, A FLORIDA LIMITED LIABILITY COMPANY, FOR APPROXIMATELY ONE THOUSAND, SIX HUNDRED THIRTY FIVE (1,635) SQUARE FEET OF RETAIL AND/OR COMMERCIAL SPACE LOCATED ON THE PROPERTY IDENTIFIED BY FOLIO NUMBER 01-3125-100-0010, ALSO REFERRED TO AS WYNWOOD WORKS ("PROPERTY"), FOR A RENTAL AMOUNT NOT TO EXCEED EIGHT THOUSAND AND 00/100 DOLLARS ($8,000.00) PER MONTH, FOR A TERM APPROVED BY THE EXECUTIVE DIRECTOR; AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE A SUBLEASE AGREEMENT AND ANY ADDITIONAL NECESSARY DOCUMENTS, INCLUDING ANY MODIFICATIONS OR AMENDMENTS, ALL IN FORMS ACCEPTABLE TO THE GENERAL COUNSEL, FOR THE PURPOSES STATED HEREIN; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. WHEREAS, the Omni Redevelopment District Community Redevelopment Agency ("CRA") is a public body corporate created pursuant to Chapter 163, Part III, Florida Statutes, and is authorized to carry out community redevelopment activities within the boundaries of the CRA pursuant to the adopted redevelopment plan; and WHEREAS, on April 10, 2025, the Board of Commissioners of the CRA adopted Resolution No. CRA-R-25-0018, which authorized the Executive Director to execute a lease agreement for approximately Five Thousand, One Hundred Fifty -Three (5,153) square feet of rentable retail and/or commercial space located within the CRA area on the property identified by folio number 01-3125-100-0010, also referred to as Wynwood Works ("Property"), for a term not to exceed seventy-two (72) months; and City of Miami Page 3 of 5 File ID: 19315 (Revision:) Printed On: 7/9/2026 WHEREAS, the CRA subsequently issued a public notice soliciting prospective tenants for the Property pursuant to Section 163.380, Florida Statutes, with the solicitation period closing on April 13, 2026; and WHEREAS, no responses or proposals were received by the CRA during the public solicitation period; and WHEREAS, the CRA desires to activate and utilize the Property in a manner that promotes economic activity, entrepreneurship, commercial activation, and neighborhood revitalization within the boundaries of the CRA; and WHEREAS, Wynwood House Cuts LLC, a Florida Limited Liability Company ("Wynwood House Cuts LLC"), whose mailing address is 2035 North Miami Avenue, Suite 1214, Miami, Florida 33127, has expressed interest in occupying and operating within the Property; and WHEREAS, the Executive Director has negotiated proposed terms for the sublease of the Property to Wynwood House Cuts LLC, with rent to be established at an amount not to exceed Eight Thousand and 00/100 Dollars ($8,000.00) per month; and WHEREAS, the Board of Commissioners finds it to be in the best interest of the CRA and the public to authorize the Executive Director to negotiate and execute a sublease agreement and any related documents, all in forms acceptable to General Counsel, necessary to facilitate occupancy and activation of the Property; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA, THAT: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. By a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, the Executive Director's recommendation and written finding, attached and incorporated as Exhibit "A," are ratified, approved, and confirmed, and the requirements for competitive sealed bidding are waived as not being practicable or advantageous to the CRA, after the expiration of the thirty (30) day notice for the disposition of any real property or interest therein in the CRA's redevelopment area pursuant to Section 163.380, Florida Statutes. Section 3. The Executive Director is authorized to negotiate and execute a sublease agreement with Wynwood House Cuts LLC for approximately One Thousand, Six Hundred Thirty Five (1,635) square feet of retail and/or commercial space located on the property identified by folio number 01-3125-100-0010, also referred to as Wynwood Works ("Property"), subject to terms and conditions acceptable to the Executive Director, and all in a form acceptable to General Counsel. Section 4. The rental amount for the sublease agreement shall be established by the Executive Director at an amount not to exceed Eight Thousand and 00/100 Dollars ($8,000.00) per month. Section 5. The Executive Director is further authorized to negotiate and execute any and all documents, amendments, agreements, or instruments necessary to effectuate the intent of this Resolution, all in a form acceptable to General Counsel. City of Miami Page 4 of 5 File ID: 19315 (Revision:) Printed On: 7/9/2026 Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: K. &EORGELIC. WYSON . III. ENERAL COUNSEL City of Miami Page 5 of 5 File ID: 19315 (Revision:) Printed On: 7/9/2026 SUB -LEASE AGREEMENT THIS IS A SUB -LEASE AGREEMENT (hereinafter "the Sub -Lease"), made and entered into this 19th day of October, 2026 (the "Effective Date"), by and between: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, having an office at 50 Northwest 14th Street, Miami, Florida 33136 (hereinafter "SUB -LESSOR" or "CRA"), And WYNWOOD HOUSE CUTS, LLC, a Florida Limited Liability Company, whose principal address is 2035 North Miami Avenue, Suite 1214, Miami, Florida 333127 (hereinafter "SUB -LESSEE") 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 Wynwood Works Manager, LLC, (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 "Apartment Building"); and WHEREAS, pursuant to that certain sublease agreement, dated February 28, 2025, between Landlord and SUBLESSOR ("Base Lease"), Landlord sublet to SUBLESSOR, 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 and incorporated herein as Exhibit B (the "Leased Premises"), together with eight (8) parking spaces located in the Apartment Building (the "Parking Area") on the Land as shown on the Site Plan/Floor Plan attached hereto and incorporated herein as Exhibit C (the "Parking Spaces"); and WHEREAS, the Base Lease is attached hereto and incorporated herein for all purposes as Exhibit D; and WHEREAS, SUB -LESSOR now desires to sublease to SUB -LESSEE approximately 1,365 rentable square feet of retail and/or commercial space of the Leased Premises as shown on Exhibit B (the "Premises"), together with 2 Parking Spaces as depicted in Exhibit C; and WHEREAS, SUB -LESSEE intends to conduct certain activities as described herein; and WHEREAS, SUB -LESSEE desires to sublease the Premises and the Parking Spaces on the terms and conditions set forth in this Sub -Lease. NOW THEREFORE, in consideration of the mutual covenants exchanged herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SUB -LESSOR and SUB -LESSEE agree as follows: The foregoing recitals are true and correct in all respects and are incorporated herein. ARTICLE 1 SUB -LEASE OF LEASED PREMISES 1.1 Sub -Lease. On the terms and conditions set forth in this Sub -Lease, and in consideration of SUB -LESSEE' s periodic payment of rents and performance of all other terms and conditions of this Sub -Lease, SUB -LESSOR hereby subleases to SUB -LESSEE and SUB -LESSEE hereby subleases from SUB -LESSOR the Premises described below for the Term (hereinafter defined) subject to the terms and conditions set forth in this Sub -Lease. 1.2 Premises. SUB -LESSOR sub -leases the Premises to SUB -LESSEE and SUB -LESSEE rents from SUB -LESSOR the Premises described as follows: SEE EXHIBIT "B" ATTACHED HERETO Whenever used herein, the term "Premises" shall include the real estate described above and all attachments and improvements and appurtenances thereto now existing or hereafter constructed. 1.3 Limitations on Grant of Possessory Interest. The grant of possessory interest by SUB -LESSOR to SUB -LESSEE is subject to the following: 1.3.1 Each and any condition, restriction, covenant, easement and/or limitation recorded against the Premises; 1.3.2 Existing or future land planning, land use or zoning laws, building codes, ordinances, statutes or regulations of any governmental entity or agency for the United States of America, State of Florida, Miami -Dade County, City of Miami, or any other governmental agency having jurisdiction over the Premises and with legal authority to impose such restrictions; 1.3.3 SUB-LESSEE's satisfactory performance of all of the terms and conditions contained in this Sub -Lease; and 1.3.4 Underground and overhead utilities facilities, including, but not limited to, water, wastewater, storm water and electrical lines, telephone and telecommunications facilities lines and septic tank, if any. 1.4 Quiet Enjoyment. Except as otherwise expressly set forth herein, SUB -LESSOR represents it has full right and authority to enter into this Sub -Lease and that commencing with the Effective Date, SUB -LESSEE, while paying Rent (hereinafter defined) and Additional Rent (hereinafter defined) and performing its other covenants and agreements herein set forth, shall peaceably and quietly have, hold and enjoy the Premises for the term hereof without hindrance or molestation from SUB -LESSOR subject to the terms and provisions of this Sub -Lease. ARTICLE 2 USE OF PREMISES 2.1 Required Uses. SUB -LESSEE shall construct the build -out of the Premises for use as a Barber Shop in substantial conformance with its Business Proposal, attached hereto and incorporated herein as Exhibit "F". Additionally, SUB -LESSEE shall operate, manage, and maintain the Barber Shop facility and provide the services and programs pursuant to the terms and conditions of this Sub -Lease and Base Lease; and 2.1.1 Restrictions on Use. SUB -LESSEE further agrees that the Premises shall not be used for prohibited uses defined in this Sub -Lease and Base Lease. 2.2 Compliance with Regulations of Public Bodies. SUB -LESSEE covenants and agrees that it shall, at its own cost and expense, make such improvements on the Premises, perform such acts and do such things as shall be lawfully required by any public body having jurisdiction over the Premises, in order to comply with the applicable requirements relating to sanitation, fire hazard, zoning, historic designation regulations, environmental requirements (subject to Article 5 below) and other similar requirements designed to protect the public and worker environments. In addition to the other terms and conditions contained in this Sub -Lease, SUB -LESSEE shall not use the Premises, nor shall the Premises suffer any such use during the Term, which is in violation of any of the statutes, laws, ordinances, rules or regulations of the federal, state, county, municipal government or any other governmental authority having jurisdiction over the Premises. 2.3 Improvements. All improvements on the Premises shall be subject to the restrictions contained in this Sub -Lease and the Base Lease. SUB -LESSEE and SUB -LESSOR acknowledge and agree that the Barber Shop facility must be developed in accordance with the terms and conditions of this Sub -Lease and Base Lease. SUB -LESSEE shall not construct any permanent improvements upon the Premises that are not reflected on the approved Site Improvement Plan, (attached hereto and made a part hereof as Exhibit "G") without SUB-LESSOR's express written consent as set forth in this section of the Sub -Lease. SUB -LESSEE shall not construct any improvements, nor perform any material alteration, modification or demolition of any improvements upon the Premises without first (a) providing SUB -LESSOR with a complete set of plans and specifications therefor; and (b) securing from SUB -LESSOR written approval indicating that the proposed construction, alteration, modification or demolition is acceptable, which approval shall be granted at SUB-LESSOR's sole and absolute discretion. As a condition of acceptance, SUB -LESSOR may impose reasonable conditions on SUB -LESSEE. Notwithstanding the foregoing SUB -LESSEE may make interior alterations that are not structural without SUB-LESSOR's prior approval, so long as SUB -LESSEE obtains the required permits) from the City of Miami in accordance with applicable codes and ordinances. Upon expiration or termination of this Sub -Lease, any improvements constructed on the Premises shall become the property of SUB -LESSOR. Nothing herein shall be construed as a waiver or the City of Miami's policy or regulatory policy in issuing building approvals. Approvals by the City of Miami pursuant to this Sub -Lease shall be considered approvals in its proprietary capacity and not under its police or regulatory power. ARTICLE 3 TERM OF SUB -LEASE 3.1 Term. The term of this Sub -Lease commences on the Effective Date and shall expire on April 24, 2031 (the "Term"), unless this Sub -Lease or Base Lease is terminated prior to the expiration date, as provided herein. Renewal options are prohibited without the prior written consent of SUB -LESSOR, Landlord and Investor Member, which may be withheld in their sole and absolute discretion. 3.2 Milestones. During the Term, SUB -LESSEE agrees that it shall perform the following "Milestones", within the prescribed time periods for each. The time period for SUB -LESSEE to commence and complete performance of the below listed Milestones shall not be altered without the prior written consent of the SUB -LESSOR, which consent shall be at SUB-LESSOR's sole and absolute discretion. 3.2.1 The Initial Development Milestone. Within three (3) months after the Effective Date, SUB -LESSEE, at its sole cost and expense, shall provide the CITY and the SUB- LESSOR with all of the following: (a) Satisfactory evidence SUB -LESSEE has secured sufficient funding commitments including loans, cash, donations and pledges to complete build -out of the Premises, in an amount and on terms approved by SUB -LESSOR, at its sole and absolute discretion. Any conditions and requirements imposed by the lenders or donors on the SUB -LESSOR, must be reasonably acceptable to SUB -LESSOR. (b) A complete and final budget for construction of the Barber Shop facility with a schedule of values, approved by SUB -LESSOR, which approval shall be at its sole and absolute discretion. (c) Any and all other permits, approvals and/or licenses necessary, from the appropriate jurisdiction, agency and/or authority, in order to commence and complete construction of the Barber Shop facility. (d) A construction contract from a general contractor for a fixed price, not to exceed the cost of construction of the build out for operation of Barber Shop facility, as set forth in the final budget approved by SUB -LESSOR, which approval shall at its sole and absolute discretion. 3.2.2 In the event SUB -LESSEE timely complies with the requirements of the Initial Development Milestones, SUB -LESSEE shall have the right to take possession of the Premises. The parties will record a Memorandum of this Sub -Lease confirming the Rent Commencement Date. After completion of the Initial Development Milestones, SUB -LESSEE shall have the right to commence construction of the proposed improvements on the Premises at its sole cost and expense, in a good and workmanlike manner, in accordance with approved plans (if required), and in accordance with applicable ordinances and laws. 3.2.3 The Construction Milestone. Within six (6) months after the Effective Date, the SUB -LESSEE shall complete build -out of the Barber Shop facility and shall provide SUB -LESSOR with a copy of the Certificate of Occupancy from the applicable governing authority. 3.3 Extension of Milestone Deadlines. 3.3.1 Upon written request from SUB -LESSEE and provided all other prior Milestone(s) in Section 3.2.1 are complete and accepted by SUB -LESSOR, the remaining Milestone Period(s) may be extended in writing by SUB -LESSOR, in its sole and absolute discretion. 3.3.2 Upon the occurrence of a Force Majeure as described in Section 12.21 the applicable Milestone period(s) shall be tolled and extended by the length of the Force Majeure. Said extension shall not exceed one (1) year, unless agreed to in writing by SUB -LESSOR and SUB -LESSEE. 3.3.3 Any delay in completing the Milestones attributable to SUB -LESSOR shall cause the Milestone Period to toll and shall extend the Milestone Period for any outstanding Milestones for the length of such delay, including, but not limited to SUB-LESSOR's failure to deliver vacant possession of the Premises pursuant to Section 1.4. 3.4 Default for Failure to Meet Milestones. 3.4.1 Failure by SUB -LESSEE to complete the requirements of a Milestone prior to the expiration of the applicable deadline and/or extension thereof pursuant to the other terms of this Sub -Lease, shall be an event of default hereunder and SUB -LESSOR shall have the right to terminate this Sub -Lease. This Sub -Lease shall terminate upon receipt of a written Notice of Termination by SUB -LESSOR and become null and void. If the Sub -Lease is terminated after the Effective Date, SUB -LESSEE shall have one hundred twenty (120) days to vacate the Premises pursuant to the terms and conditions contained in Section 6.3, and all remaining improvements on the Premises shall become the sole property of SUB -LESSOR or SUB -LESSOR may require SUB -LESSEE, at its expense, to remove all materials, equipment or improvements placed on the Premises. SUB -LESSOR shall have the right to recover damages for delay in vacating the Premises. Failure of SUB -LESSOR to timely terminate this Sub -Lease shall not be deemed a waiver of its rights and latches or other defenses related to delay in enforcement of this right may not be raised as an affirmative defense or counterclaim in any legal proceedings. 3.5 Payment and Performance Bonds. Prior to commencement of construction of the Barber Shop facility, SUB -LESSEE shall provide satisfactory proof that it has secured statutory payment and performance bonds pursuant to Florida Statute Chapter 713 and Florida Statute Chapter 255 (for itself or from its respective contractor(s)) for build -out of the Barber Shop facility and improvements related thereto, written by a corporate surety company in the full amount of any contract entered into by SUB -LESSEE with said bonds being executed and issued by a resident agent licensed by and having offices in the State of Florida representing such corporate surety at the time such improvements are constructed, conditioned upon full and faithful performance by SUB -LESSEE or any contractor, if applicable, of such contract, and full payment to all laborers and materialmen supplying labor or materials for such improvements. Such bonds shall identify the SUB -LESSOR as an additional or dual obligee. If the bonds are provided by the contractor, the bond shall provide that a default by SUB -LESSEE in the performance of the contractor's contract, shall not be raised as a defense to the SUB -LESSOR as one of the obligee's requiring performance of such construction contract by the surety. 3.6 SUB -LESSEE to Pay for Construction. SUB -LESSEE shall bear all costs and expenses of planning, designing, financing, developing, improving and constructing build -out of the Barber Shop facility to be located on the Premises and SUB -LESSEE shall complete construction of and secure certificates of occupancy/use for the Barber Shop facility within eight (8) months after the Effective Date (the "Construction Completion Date"). SUB -LESSOR acknowledges and agrees that Construction Milestones shall be satisfied if construction is completed and certificates of occupancy are issued on or before the Construction Completion Date. 3.7 Progress Reports. Commencing once (1) month after the Effective Date and every month thereafter until a Certificate of Occupancy is issued for the Barber Shop facility, SUB -LESSEE shall provide written reports, in form and substance satisfactory to the SUB -LESSOR, on the status and progress of completion of the Milestones together with copies of supporting documents such as agreements, reports, records or other instruments as required under this paragraph (the "Progress Report"). SUB -LESSEE shall include copies of all professional services contracts in the Progress Reports upon receipt of the final executed contracts including all agreements with the general contractor for the Barber Shop facility and other professional services agreement such as the architect and engineer. The Progress Reports and supporting documents may be transmitted electronically. 3.8 Representations and Warranties. The SUB -LESSEE represents and warrants unto the SUB -LESSOR that it has the ability to obtain adequate financing and has the technical and business skill and ability to construct the Barber Shop Facility in order that the same may be operated and developed in conformity with applicable law according to this Sub -Lease. ARTICLE 4 RENT AND ADDITIONAL PAYMENTS 4.1 Amount and Payment of Rent. SUB -LESSEE shall pay to SUB -LESSOR base, annual rent of Sixty -Four Thousand Five Hundred and No/100 Dollar ($64,500.00) commencing on the Rent Commencement Date in equal monthly installments of Five Thousand Three Hundred Seventy -Five and No/100 Dollar ($5,375.00) and continuing each and every successive month thereafter through the balance of the Term (the "Rent"). Rent shall be payable to SUB -LESSOR at the address provided for notices hereunder. SUB -LESSOR and SUBLESSEE agree to execute a Memorandum of Rent Commencement Date memorializing the same, which date is defined as the earlier to occur of: (1) issuance of a certificate of occupancy/use or, (ii) eight (8) months from the Effective Date. 4.2 Sales Tax, Fees, Special Assessments, etc. Beginning on the Effective Date, all costs, expenses, sales or use taxes, or taxes of any nature or kind, special assessments, connection fees, and any other charges, fees or like impositions incurred or imposed against the Premises, to the extent applicable, or any use thereof, including revenue derived therefrom, and any costs, expenses, fees, taxes or assessments in or upon the real property or improvements constructed thereon shall be made and paid by SUB -LESSEE in accordance with the provisions of this Sub -Lease, it being the intent of the parties that, except as may be specifically provided for herein, SUB -LESSEE is responsible for paying all the expenses and obligations that relate to the Premises or any improvements thereon and that arise or become due during the Term. Should any such tax rate change under the Florida Sales Tax Statute or other applicable statutes, SUB -LESSEE shall pay SUB -LESSOR the amounts reflective of such changes. 4.3 Additional Rent Payments. Exclusive of Rent due under Section 4.1 and all sums due under Section 4.2 hereof, all other payments that SUB -LESSEE is obligated to make under this Sub -Lease shall be considered "Additional Rent" regardless of whether the payments are so designated. All Additional Rent payments are due and payable within thirty (30) days after rendition of a statement therefor. 4.4 Utility or Service Charges. Beginning on the Effective Date, SUB -LESSEE agrees to pay all utility service charges including, but not limited to gas, electricity, telephone, telecommunications, heating, air conditioning, water & sewer, storm water utility fees, and other similar service charges attributed to the Premises. If any of these charges remain unpaid after they become due, SUB -LESSOR may exercise its remedies as set forth in Article 11. SUB -LESSOR shall not be liable to SUB -LESSEE for damage nor otherwise because of SUB-LESSEE's failure to arrange for or to obtain any utilities or services referenced above for the Premises that are supplied by parties. No such failure, interruption or curtailment may constitute a constructive or partial eviction. 4.5 Governmental Charges or Services. Beginning on the Effective Date and subject to the provisions of Section 4.7, SUB -LESSEE must pay all ad valorem and non -ad valorem taxes and other governmental fees, charges or assessments that are related to the Premises or personalty situated thereon or operations conducted thereon and that arise during the Sub -Lease. SUB -LESSEE shall pay all such taxes and other charges when due and before any fine, penalty, interest or other cost is added, becomes due, or is imposed by operation of law for nonpayment. These taxes and other charges include, but are not necessarily limited to the following: 4.5.1 All taxes, assessments, water, sewer, connection fees, garbage rates and charges, public utility charges, excise levies, licenses and permit fees; 4.5.2 All such charges whether they are general or special, ordinary or extraordinary, foreseen or unforeseen, assessed, levied, confirmed or imposed upon the Premises or use thereof or improvements thereto or personalty situated thereon; 4.5.3 All such charges that arise from, become payable from or with respect to, or become a lien on any of the following: (a) All or any part of the Premises or use thereof or improvements thereto or personalty situated thereon; (b) Any appurtenance to the Premises; (c) The rent and income received by SUB -LESSEE from any subtenant; (d) Any use or occupation of the Premises; (e) Any document to which SUB -LESSEE is a party and that creates or transfers an interest or estate in the Premises; (f) (g) Sub -Lease. Sales or use tax arising from SUB-LESSEE's operations; or Any taxes or charges applicable to the Rent paid under this 4.6 Payments and Receipts. Upon SUB-LESSOR's written request, SUB -LESSEE shall deliver to SUB -LESSOR official receipts that show payment of all charges required under this Article and contained in SUB-LESSOR's written request. These receipts must be delivered to the place where the Rent payments are to be made. SUB -LESSEE shall pay every tax or other charge required to be made under this Article before the charge or tax becomes delinquent under the law then governing payment of the tax or other charge, unless the tax or charge is challenged by SUB -LESSEE in accordance with Section 4.7 of this Sub -Lease. 4.7 SUB-LESSEE's Challenge of Tax. SUB -LESSEE may contest the validity of any tax, tax claim, or charge or assessment, described herein without being in default for nonpayment of taxes under this Sub -Lease, provided SUB -LESSEE complies with terms and conditions of this Section. SUB -LESSEE must give SUB -LESSOR written notice of SUB-LESSEE's intention to contest and SUB -LESSEE must also furnish SUB -LESSOR with a bond with surety by a surety company qualified to do business in the State of Florida or cash paid into escrow and held by SUB -LESSOR. The bond or cash must be in an amount equal to the amount of the taxes, claim, charge or assessment together with estimated penalties and interest being contested and must be conditioned upon payment of the taxes, claim, charge or assessment once the validity has been determined. SUB -LESSEE must give the written notice accompanied by evidence of the bond or escrow to SUB -LESSOR not later than sixty (60) days before the contested taxes would otherwise become delinquent. 4.8 SUB -LESSOR' Remedy for SUB -LESSEE'S Nonpayment. If SUB -LESSEE fails, refuses, or neglects to pay any taxes, fees, assessments or other governmental charges under this Article, unless challenged as provided in Section 4.7 of this Sub -Lease, the SUB -LESSOR may pay them. On the SUB-LESSOR's demand, SUB -LESSEE shall reimburse the SUB -LESSOR, as applicable, all amounts the SUB -LESSOR has paid, plus expenses and attorney's fees reasonably incurred in connection with such payments, together with interest at the rate of twelve (12%) per cent per annum from the date the SUB -LESSOR paid such outstanding taxes, fees, assessments or other governmental charges, up to but not exceeding the maximum rate of interest allowable under Florida law. On the day the SUB -LESSOR demands repayment or reimbursement from SUB -LESSEE, SUB -LESSOR is entitled to collect or enforce these payments in the same manner as a payment of Rent. The SUB-LESSOR's election to pay the taxes, fees, assessments or other governmental charges does not waive SUB-LESSEE's default. 4.9 SECURITY DEPOSIT. In addition to Rent and Additional Rent payable in this Article 4, on the Effective Date of this Sub -Lease, and as a condition to its effectiveness, SUB -LESSEE shall pay to the SUB -LESSOR a security deposit in the amount of Two Month's Rent Ten Thousand Seven Hundred Fifty Dollars and No/100 Dollar ($10,750.00) ("Guarantee Deposit") to be held throughout the Term of this Sub -Lease, including any renewal periods. The Guarantee Deposit shall secure the SUB-LESSEE's performance hereunder. Upon termination of the Sub -Lease, SUB -LESSOR shall return the Guarantee Deposit, or any unexpended portion thereof, to SUB -LESSEE upon the full satisfaction of SUB-LESSEE's obligations herein. SUB- LESSOR may deduct the cost of any repairs necessary to restore the Premises to its preexisting condition, repairs or replacements of any damaged equipment or materials, any costs or expenses SUB -LESSOR incurs as aresult of SUB-LESSEE's failure to perform any of its obligations herein, or outstanding fees or charges due to the SUB -LESSOR from the Guarantee Deposit. 4.10 ADJUSTMENT TO BASE RENT. Commencing on the first anniversary of the Rent Commencement Date, and on the commencement of each subsequent one (1) year period thereafter during the term of this Sub -Lease (hereinafter referred to as an "Adjustment Date"), the Annual Rent shall be increased by two and a half percent (2.5%). In no event shall the Annual Rent be lower than two and a half percent (2.5%) over the Annual Rent in effect in the immediately preceding year. ARTICLE 5 HAZARDOUS SUBSTANCES 5.1 Definitions. For the purpose of administering this Article, the following terms shall have the meaning as set forth below: (a) "Environmental Agency" means a governmental agency at any level of government having jurisdiction over Hazardous Substances and Hazardous Substances Laws and the term as used herein shall also include a court of competent jurisdiction when used as a forum for enforcement or interpretation of Hazardous Substances Laws. (b) "Hazardous Substances" means any hazardous or toxic substances, materials or wastes, including, but not limited to those substances, materials and wastes listed in the United States Department of Transportation Hazardous Materials Table, 49 CFR 172.101 or by the Environmental Protection Agency as hazardous substances, 40 CFR Part 302, as now in effect or as same may be amended from time to time, or such substances, materials and wastes which are now or hereafter become regulated under any applicable local, state or federal law, including, without limitation, any material, waste or substance which is (i) petroleum, (ii) asbestos, (iii) polychlorinated biphenyl, (iv) radon, (v) any substance designated as a "hazardous substance" pursuant to Sec. 311 of the Clean Water Act, 33 U.S.C. Sec. 1251, et seq. or listed pursuant to Sec. 307 of the Clean Water Act, 33 U.S.C. Sec. 1317, (vi) defined as "hazardous waste" pursuant to Sec. 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901, et seq., (vii) defined as a "hazardous substance" pursuant to Sec. 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sec. 9601, et seq., or (viii) designated as a "hazardous substance" as defined in Chapter 403, Part IV, Florida Statutes, or (ix) any other similar federal, state or local regulations. (c) "Hazardous Substances Laws" means all local, state and federal laws, ordinances, statutes, rules, regulation and orders as same may now exist or may from time to time be amended, relating to industrial hygiene, environmental protection and/or regulation, or the use, analysis, generation, manufacture, storage, disposal or transportation of Hazardous Substances. (d) "Petroleum Products" as defined by Florida Administrative Code Sec. 62-761.200 are any liquid fuel commodities made from petroleum including, but not limited to, diesel fuel, kerosene, gasoline, and fuels contain mixtures of gasoline and other products. (e) "Products" is defined in Sec. 377.19(11), Florida Statutes, as same may be amended from time to time, as any commodity made from oil or gas and includes refined crude oil, crude tops, topped crude, processed crude petroleum, residue from crude petroleum, cracking stock, untracked fuel oil, fuel oil, treated crude oil, residuum, gas oil, casinghead gasoline, natural gas gasoline, naphtha, distillate, condensate, gasoline, used oil, kerosene, benzene, wash oil, blended gasoline, lubricating oil, blends or mixtures of oil with one or more liquid products or byproducts derived from oil or gas, and blends or mixtures of two or more liquid products or byproducts derived from oil or gas, whether hereinabove enumerated or not. (f) The term "property damage" as used in this Article includes, but is not limited to, damage to the property of the SUB -LESSEE, SUB -LESSOR and/or of any third parties caused by or resulting from SUB-LESSEE's breach of any of the covenants in this Article and shall include remedial activities performed by an Environmental Agency or by SUB -LESSEE pursuant to directives from an Environmental Agency. 5.2 SUB -LESSOR'S Consent Required. Beginning on the Effective Date and continuing throughout the Term, no Hazardous Substances shall be brought upon or kept or used in or about the Premises by any person whomsoever, unless SUB -LESSEE first obtains written consent from SUB -LESSOR, which consent shall be conditioned upon SUB-LESSOR's consent from Landlord pursuant to the terms of the Base Lease, (except de minimus quantities of Hazardous Substances used in the ordinary course of SUB-LESSEE's business and in accordance with applicable Hazardous Substance Laws and except for any Hazardous Substances in the existing improvements). All grease traps, if any, shall be installed and maintained in accordance with applicable Laws and in accordance with SUB -LESSOR'S and Landlord's requirements." 5.3 Compliance with Hazardous Substances Laws. Beginning on the Effective Date and continuing throughout the Term and with respect to Hazardous Substances brought onto the Premises by any person whomsoever other than SUB -LESSOR, its agents, employees, contractors or licensees acting within the course and scope of their duties, SUB -LESSEE shall have the absolute responsibility to ensure that the Premises are used at all times and all operations or activities conducted thereupon are in compliance with all Hazardous Substances Laws and all permits, licenses and other Environmental Agency approvals required for any such activity conducted upon the Leased Premises. 5.4 Hazardous Substances Handling. 5.4.1 SUB -LESSEE covenants that beginning on the Effective Date and continuing throughout the Term hereof, any Hazardous Substance brought upon the Premises by any person whomsoever, shall be handled, treated, dealt with and managed in conformity with all applicable Hazardous Substances Laws and prudent industry practices regarding management of such Hazardous Substances. SUB -LESSEE covenants that any and all Hazardous Substances removed from the Premises shall be removed and transported solely by duly licensed haulers to duly licensed facilities for final disposition of such Hazardous Substances and wastes and only in accordance with Hazardous Substances Laws and consistent with all conditions of any and all permits, licenses and other Environmental Agency approvals required for such removal and transportation. 5.4.2 Upon expiration of the Term or earlier termination of this Sub -Lease, SUB -LESSEE shall cause all Hazardous Substances which are brought upon the Premises subsequent to the Effective Date by any person whomsoever, to be removed therefrom and to be transported for use, storage or disposal in accordance and in compliance with all applicable Hazardous Substances Laws; provided, however, that SUB -LESSEE shall not take any remedial action in response to the presence of Hazardous Substances in or about the Premises, nor enter any settlement agreement, consent decree or other compromise in respect to any claims relating to any Hazardous Substances Laws in any way connected therewith, without first notifying SUB -LESSOR of SUB-LESSEE's intention to do so and affording SUB -LESSOR and Landlord reasonable opportunity to appear, intervene, or otherwise appropriately assert and protect SUB-LESSOR's and Landlord's interest with respect thereto. 5.5 Notices. 5.5.1 If at any time SUB -LESSEE shall become aware or have reasonable cause to believe that any Hazardous Substance has come to be located on or beneath the Premises (except de minimus quantities of Hazardous Substances used in the ordinary course of SUB-LESSEE's business and in accordance with applicable Hazardous Substance Laws), Lessee shall promptly upon discovering such presence or suspected presence of the Hazardous Substance give written notice of that condition to SUB -LESSOR, as provided herein. 5.5.2 In addition, SUB -LESSEE shall promptly notify SUB -LESSOR in writing of (i) any enforcement, cleanup, removal or other governmental or regulatory action instituted, completed or threatened pursuant to any Hazardous Substances Law, (ii) any written claim made or threatened by any person against SUB -LESSEE, the Premises or improvements located thereon relating to damage, contribution, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Substances, and (iii) any reports made to any Environmental Agency arising out of or in connection with any Hazardous Substances in or removed from the Premises or any improvements located thereon, including any complaints, notices, warnings or asserted violations in connection therewith. 5.5.3 SUB -LESSEE shall also supply to SUB -LESSOR. as promptly as possible, and, in any event, within five (5) days after SUB -LESSEE first receives or sends the same, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Premises or improvements located thereon or SUB-LESSEE's use thereof. 5.6 Environmental Liabilities. Any Hazardous Substances discovered on, under or within the Premises prior to the Effective Date shall be the absolute responsibility of the SUB -LESSOR (and shall be referred to herein as the "Existing Environmental Conditions"). ARTICLE 6 CONDITION OF PREMISES AND BASE LEASE 6.1 SUB -LESSEE'S Acceptance and Maintenance of Premises. 6.1.1 "AS IS" Condition. SUB -LESSEE acknowledges that prior to the Effective Date hereof it has performed sufficient inspections of the Premises in order to fully assess and make itself aware of the condition of the Premises and all improvements thereon, and that SUB -LESSEE is leasing the Premises in its "AS IS" condition. Except as may be expressly set forth in or required by this Sub -Lease, SUB -LESSEE acknowledges that the SUB -LESSOR has made no other representations or warranties as to the condition or status of the Premises and that SUB -LESSEE is not relying on any representations or warranties of the SUB -LESSOR or any broker(s), of agent of SUB -LESSOR in leasing the Premises. Except as may be expressly set forth in or required by this Sub -Lease, SUB -LESSEE acknowledges that neither SUB -LESSOR nor any agent or employee of SUB -LESSOR has provided any other representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning with respect to: (a) The nature, quality or condition of the Premises, including, without limitation, the water, soil and geology; (b) The suitability of the Premises for any and all activities and uses which SUB -LESSEE may conduct thereon; (c) The compliance of or by the Premises or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body; (d) The habitability, merchantability or fitness for a particular purpose of the Leased Premises; or (e) Any other matter with respect to the Premises. Without limiting the foregoing, except as set forth herein, SUB -LESSOR does not and has not made and specifically disclaims any other representation or warranty regarding the presence or absence of any Hazardous Substances, at, on, under or about the Premises or the compliance or non-compliance of the Premises with any laws, rules, regulations or orders regarding Hazardous Substances Laws. Hazardous Substances shall also include Radon Gas. SUB -LESSEE further acknowledges that, except as set forth herein, neither SUB -LESSOR nor any agent of SUB -LESSOR has provided any representation or warranty with respect to the existence of asbestos or other Hazardous Substances on the Premises. Accordingly, as between SUB -LESSOR and SUB -LESSEE under this Sub -Lease, except as set forth herein, the physical condition of the Premises and compliance with all applicable laws, statutes, ordinances or regulations with respect to the physical condition of the Premises shall be the sole responsibility and obligation of SUB -LESSEE. 6.1.2 At its expense, SUB -LESSEE shall maintain the Premises and new improvements constructed by SUB -LESSEE in a good state of repair and condition. SUB -LESSEE shall not suffer or permit the commission of any waste or neglect of the grounds, landscaping, buildings, the fixtures and equipment that SUB -LESSEE brings, constructs or placed on the Premises. SUB -LESSEE shall repair, replace and renovate the Premises and all the improvements located thereon as often as is necessary to keep these items in a good state of repair. 6.2 SUB -LESSOR Representations, Warranties and Covenants. SUB -LESSOR represents, warrants and covenants that it is in full compliance with the terms of the Base Lease and has no knowledge of any current condition that, with the passage of time, would lead to a default thereunder. 6.3 Condition at End of Term. At the earlier of the expiration of the Term or termination of this Sub -Lease, SUB -LESSEE shall quit the Premises and surrender it and all improvements thereon to SUB -LESSOR, normal wear and tear expected. SUB -LESSEE shall remove all personal property including but not limited to, office furniture and all other equipment, supplies or furniture purchased by SUB -LESSEE, except permanently affixed fixtures that cannot be removed without structural or functional damage to the Premises. ARTICLE 7 LIENS 7.1.1 Liens against the Premises. SUB -LESSEE shall have no power or authority to incur any indebtedness giving a right to a lien of any kind or character upon the right, title or interest of the SUB -LESSOR or Landlord in and to the Premises, and no person shall ever be entitled to any lien, directly or indirectly derived through or under the SUB -LESSEE, or its agents, servants, employees, contractors or officers or on account of any act or omission of said SUB -LESSEE as to the SUB-LESSOR's or Landlord's right, title or interest in and to the Premises. All persons contracting with the SUB -LESSEE, or furnishing materials, labor or services to said SUB -LESSEE, or to its agents or servants, as well as all persons shall be bound by this provision of this Sub -Lease. Should any such lien be filed, SUB -LESSEE shall discharge the same within thirty (30) days thereafter, by paying the same or by filing a bond, or otherwise, as permitted by law. SUB -LESSEE shall not be deemed to be the agent of the SUB -LESSOR or Landlord, so as to confer upon a laborer bestowing labor upon or within the Premises or upon material men who furnish material incorporated in the construction and improvements upon the foregoing, a construction lien pursuant to Chapter 713, Florida Statutes or an equitable lien upon the SUB-LESSOR's or Landlord's right, title or interest in and to the Premises. These provisions shall be deemed a notice under Section 713.10(2), Florida Statutes of the "non -liability" of the SUB -LESSOR and the Landlord. ARTICLE 8 ENTRY AND INSPECTION OF PREMISES 8.1 SUB -LESSOR'S Inspection and Entry Rights. SUB -LESSOR, or any agent thereof, upon reasonable notice, shall be entitled to enter the Premises during any reasonable business hours for any of the following reasons: 8.1.1 To examine the Premises; or 8.1.2 To make all repairs, addition(s) or alteration(s) that SUB -LESSOR deems necessary for safety or preservation of the Premises or improvements located thereon, after fifteen (15) days advance notice to SUB -LESSEE that the Premises or any portion thereof is in need of maintenance or repair and SUB -LESSEE fails to take appropriate curative actions; or 8.1.3 To remove signs, fixtures, alterations or additions that do not conform to the terms of this Sub -Lease after fifteen (15) days advance notice to SUB -LESSEE that the Premises or any portion thereof is not in compliance with the terms of this Sub -Lease and SUB -LESSEE has failed to take appropriate curative actions. Provided that nothing herein shall be construed in such a manner as to impose upon SUB -LESSOR the obligation to so enter the Premises and perform any act referenced above. 8.2 Annual Inspections. Notwithstanding the foregoing, SUB -LESSOR may conduct annual inspections of the Premises at SUB -LESSOR'S sole cost and expense, upon three (3) days prior written notice. Said inspection shall take place during normal business hours at a reasonable time mutually agreed to between the parties. 8.3 Liability for Entry. Neither SUB -LESSEE, nor any agent, servant, employee, independent contractor, licensee or subtenant claiming by, through or under SUB -LESSEE, or any invitees thereof shall have a claim or cause of action against SUB -LESSOR because of SUB-LESSOR's entry or other action taken under this Article, except to the extent that any such claim or cause of action is due to the intentional or grossly negligent conduct of SUB -LESSOR its agents, servants, employees, contractors or licensees acting within the scope and course of their duties. ARTICLE 9 INSURANCE AND INDEMNIFICATION 9.1 Indemnity. 9.1.1 Except as set forth herein with respect to Environmental Liabilities which liability shall be governed solely by that Section, SUB -LESSEE shall protect, defend, indemnify and hold harmless the SUB -LESSOR and the Landlord, its officers, employees and agents from and against any and all lawsuits, penalties, damages, settlements, judgments, decrees, costs, charges and other expenses including attorney's fees or liabilities of every kind, nature or degree arising out of or in connection with the rights, responsibilities and obligations of SUB -LESSEE under this Sub -Lease, conditions contained therein, the location, construction, repair, maintenance use or occupancy of the Premises or improvements located thereon, or the breach or default by SUB -LESSEE of any covenant or provision of this Sub -Lease, except for any occurrence arising out of or resulting from SUB-LESSOR's breach of this Sub -Lease or the intentional torts or gross negligence of the SUB -LESSOR, its officers, agents and employees acting within the scope and course of their duties. This indemnity shall survive termination of this Sub -Lease and is not limited by insurance coverage. 9.1.2 Without limiting the foregoing, any and all such claims, suits, causes of action relating to personal injury, death, damage to property, defects in construction, rehabilitation or restoration of the Premises, alleged infringement of any patents, trademarks, copyrights or of any other tangible or intangible personal or real property right, or any actual or alleged violation of any applicable statute, ordinance, administrative order, rule or regulation or decree of any court, is included in the indemnity. 9.1.3 SUB -LESSEE further agrees to investigate, handle, respond to, provide defense for, and defend any such claims at its sole expense and agrees to bear all other costs and expenses related thereto even if the claim is groundless, false or fraudulent and if called upon by the SUB -LESSOR, SUB -LESSEE shall assume and defend not only itself but also the SUB -LESSOR in connection with any claims, suits or causes of action, and any such defense shall be at no cost or expense whatsoever to SUB -LESSOR, provided that SUB -LESSOR shall retain the right to select counsel of its own choosing, subject to the SUB -LESSEE'S approval which shall not be unreasonably withheld. 9.2 Insurance. At all times after the Effective Date and during the Term, SUB -LESSEE, at its expense, shall keep or cause to be kept in effect the following insurance coverage: 9.2.1 Commercial General Liability Insurance. A commercial general liability insurance policy, in standard form, insuring SUB -LESSEE during the Term of this Sub -Lease, shall be provided with policy limits not less than $1,000,000 each occurrence and $2,000,000 aggregate for bodily injury, property damage, products and completed operations, and personal and advertising injury and $1,000,000 each occurrence and $2,000,000 policy aggregate. The policy must include coverage for Contractual Liability and Independent Contractors. SUB -LESSOR and Landlord, their respective officials, employees, and volunteers are to be covered as an additional insured with a CG 20 37 07 04 Additional Insured Designated Person or Organization Endorsement or similar endorsement providing equal or broader Additional Insured Coverage with respect to liability arising out of activities performed by or on behalf of the SUB -LESSEE. The coverage shall contain no special limitation on the scope of protection afforded to SUB -LESSOR and Landlord and their respective officials, employees, or volunteers. 9.2.2 Property Coverage. Upon completion of the construction phase, the Sub - Lessee shall provide evidence of property coverage subject to 100% of the insurable value of the Barber Shop facility and its business personal property. The policy shall be written subject to All - Risk physical loss or damage with Special Form Causes of Loss including coverage for windstorm, named storm, hail and Law and Ordinance Coverage. The policy shall include replacement cost valuation, along with coverage for business income subject to 1/6 monthly limitation, and plate glass and sprinkler leakage if applicable. The policy shall afford coverage on the SUB-LESSEE's, furniture, fixtures and equipment with a maximum deductible of $ 10,000 per claim with 5% deductible on the windstorm peril. Coverage for flood if applicable. The Sub -Lessor and Landlord shall be listed as loss payees. 9.2.3 Property Coverage/Builders Risk. As a condition precedent to the commencement of the buildout of the Barber Shop facility, the following insurance policy is required and coverage must be afforded in an amount not less than 100% of the total project cost, including soft costs, with a maximum deductible of $25,000 each claim. Coverage form shall include, but not be limited to, All risk of physical loss or damage including coverage for windstorm, named storm and hail with no coinsurance clause, if available along with flood as may be applicable. The policy shall be written on a replacement cost valuation basis and subject to guaranteed policy extension provision, if available and further include storage and transport of materials, equipment, supplies to be used on or incidental to the project, and equipment breakdown for electrical equipment. This policy shall insure the interests of the SUB -LESSEE, Landlord, contractor, and subcontractors in the property against all risk of physical loss and damage, and name SUB -LESSOR as a loss payee. This insurance shall remain in effect until the Barber Shop facility is completed. 9.2.4 Business Automobile Liability. Coverage must be afforded for all owned, hired, scheduled, and non -owned vehicles for bodily injury and property damage in an amount not less than $ 300,000 combined single limit each accident. If the SUB -LESSEE does not own vehicles, the SUB -LESSEE shall maintain coverage for hired and non -owned auto liability, which may be satisfied by way of endorsement to the commercial general liability policy or separate business auto liability policy. 9.2.5 Workers' Compensation Insurance. SUB -LESSEE shall maintain Workers' Compensation Insurance Limits: Per Chapter 440, Florida Statutes, with Employers' Liability subject to the statutory limits for the State of Florida. Any firm performing work on behalf of SUB -LESSEE must provide Workers' Compensation insurance to SUB -LESSOR prior to the commencement of said work. Exceptions and exemptions will be allowed by SUB -LESSOR, if they are in accordance with Florida Statute. SUB -LESSEE must be in compliance with all applicable State and federal workers' compensation law; including the U.S. Longshore Harbor Workers' Act or Jones Act, if applicable. 9.3 Professional/Errors and Omissions Limit of Liability Each Claim & Policy Aggregate $1,000,000 9.3.1 Providing and maintaining adequate insurance coverage is a material obligation of SUB -LESSEE and SUB -LESSEE shall provide SUB -LESSOR a certificate of insurance evidencing such coverage. SUB-LESSEE's insurance coverage shall be the primary insurance coverage for the Premises and any insurance or self-insurance maintained by SUB -LESSOR, or their respective officials, employees, or volunteers shall be in excess of SUB-LESSEE's insurance and shall be non-contributory. The limits of coverage under each policy maintained by SUB -LESSEE shall not be interpreted as limiting SUB-LESSEE's liability and obligations under this Sub -Lease. All insurance policies shall be through insurers authorized or eligible to write policies in Florida and possess an A.M. Best rating of "A-" or better, subject to the approval of the SUB -LESSOR. 9.3.2 The coverages, limits and/or endorsements required herein protect the primary interests of SUB -LESSOR and Landlord, and these coverages, limits and/or endorsements shall in no way be required to be relied upon when assessing the extent or determining appropriate types and limits of coverage to protect SUB -LESSEE against any loss exposures, whether as a result of this Sub -Lease or otherwise. The requirements contained herein, as well as SUB-LESSOR's review or acknowledgement, is not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by SUB -LESSEE under this Sub -Lease. 9.3.3 Insurance Certificate Requirements. The insurance certificates required to be provided herein shall comply with the following: (a) SUB -LESSEE shall provide SUB -LESSOR with valid Certificates of Insurance (binders are unacceptable) no later than thirty (30) days prior to the start of work contemplated in this Sub -Lease. (b) SUB -LESSEE shall provide a Certificate of Insurance to SUB -LESSOR with a thirty (30) day notice of cancellation; ten (10) days' notice if cancellation is for nonpayment of premium. (c) In the event that the insurer is unable to accommodate the cancellation notice requirement, it shall be the responsibility of SUB -LESSEE to provide the proper notice as described herein. (d) In the event the Term goes beyond the expiration date of the insurance policy, SUB -LESSEE shall provide SUB -LESSOR with an updated Certificate of Insurance no later than ten (10) days prior to the expiration of the insurance currently in effect. The SUB -LESSOR reserve the right to suspend the Sub -Lease until this requirement is met. (e) The certificate shall indicate if coverage is provided under a claims -made or occurrence form. If any coverage is provided on a claims -made fonn, the certificate will show a retroactive date, which should be the same date of the initial contract or prior. (f) SUB -LESSOR and Landlord shall be named as an Additional Insured with a Waiver of Subrogation. (g) The Sub -Lease or other identifying reference must be listed on the certificate. The Certificate Holder should read as follows: Sub -Lessor -Omni Redevelopment District Community Redevelopment Agency, a Public agency and body corporate created pursuant to Section 163.356, Florida Statutes, having an office at 50 Northwest 14th Street, Miami, Florida 33136 Landlord-Wynwood Works Manager, LLC; Magellan Housing, LLC; FNBC Leasing Corporation, and RBC Community Investments Fund-X Structured Housing 4 Limited Partnership. 9.4 SUB -LESSEE has the sole responsibility for all insurance premiums and shall be fully and solely responsible for any costs or expenses as a result of a coverage deductible, co-insurance penalty, or self -insured retention; including any loss not covered because of the operation of such deductible, co-insurance penalty, self -insured retention, or coverage exclusion or limitation. If SUB -LESSEE'S primary insurance policy/policies do not meet the minimum. requirements, as set forth in this Sub -Lease, SUB -LESSEE may provide an Umbrella/Excess insurance policy to comply with this requirement. 9.5 Any exclusions or provisions in the insurance maintained by the SUB -LESSEE that excludes coverage for work contemplated in this Sub -Lease shall be deemed unacceptable and shall be considered an event of default. 9.6 All required insurance policies must be maintained throughout the Term or as applicable, and any lapse in coverage shall be considered breach of this Sub -Lease. In addition, Lessee must provide confirmation of coverage renewal by providing an updated certificate should any policies expire prior to the expiration of this Sub -Lease. SUB -LESSOR reserves the right to review, at any time, coverage forms and limits of SUB -LESSEE'S insurance policies. 9.7 All notices of any claim/accident (occurrences) associated with work being performed under this Sub -Lease, shall be provided to SUB-LESSEE's insurance company and SUB -LESSOR as soon as practicable. 9.8 The SUB -LESSEE shall require every contractor performing any work pertaining to the Premises to furnish certificates of insurance to the reasonable satisfaction of the SUB -LESSOR. Copies of such certificates shall be furnished to SUB -LESSOR. 9.9 It is SUB-LESSEE's responsibility to ensure that all subcontractors comply with these insurance requirements. All coverages for subcontractors shall be subject to all of the requirements stated herein. SUB -LESSEE further confirms that SUB-LESSEE's insurance will apply as excess over any other valid and collectible coverage of their vendors. Any and all deficiencies are the responsibility of the SUB -LESSEE. ARTICLE 10 ASSIGNMENTS 10.1 Assignment. 10.1.1 Unless expressly authorized otherwise in this Sub -Lease, SUB -LESSEE may not assign its leasehold interest in this Sub -Lease, or any portion thereof, to another person or entity without obtaining the prior written consent of the SUB -LESSOR (which consent from SUB -LESSOR shall be conditioned upon receipt of its consent from Landlord), in its reasonable discretion. 10.1.2 SUB -LESSEE shall, by written notice, advise SUB -LESSOR of its desire from and after a stated date (which shall not be less than sixty (60) days) to assign its interest under this Sub -Lease for any part of the Term hereof. SUB -LESSEE shall supply SUB -LESSOR with such information, financial statements, verifications and related materials as SUB -LESSOR may reasonably request or desire to evaluate the written request to so assign; and in such event SUB -LESSOR shall have the right, to be exercised by giving written notice to SUB -LESSEE within sixty (60) days after receipt of SUB-LESSEE's notice and all of the aforesaid materials to either refuse or consent to the proposed assignment. Said notice by SUB -LESSEE shall state the name and address of the proposed assignee. 10.1.3 As a condition to SUB-LESSOR's prior written consent of the proposed assignment, the assignee shall agree in writing to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Sub -Lease and the Base Lease, and SUB -LESSEE shall deliver to SUB -LESSOR promptly after execution, an executed copy of such sublease or assignment and an agreement of said compliance by each sub -lessee or assignee. 10.1.4 Notwithstanding the foregoing, any such assignment shall be subject to all of the terms of this Sub -Lease and the Base Lease, and shall be subordinate thereto, and the rights of the Landlord and the SUB -LESSOR. SUB -LESSEE acknowledges that Landlord has or 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. SUB -LESSEE shall in all cases subordinate its interest in the Premises and the Parking Spaces to such financing in such fonn as shall be required by the Mortgagees. 10.2 Continued Liability of SUB -LESSEE. SUB-LESSOR's consent to any assignment or subletting shall not release SUB -LESSEE from any of SUB-LESSEE's obligations hereunder or be deemed to be a consent to any subsequent occurrence. Any assignment, encumbrance or subletting of this Sub -Lease that does not comply with the provisions of Article shall be void. 10.3 SUB -LESSOR Assignment. SUB -LESSOR shall have the right to assign or transfer its interest in this Sub -Lease at any time upon, provided that the assignee or transferee assumes and agrees to be bound by the terms of this Sub -Lease. 10.4 SUB -LESSEE obligations to Landlord. SUB -LESSEE expressly agrees to attorn to Landlord (or its designee pursuant to a substitute sublease) in the event this Sub -Lease is terminated for any reason other than as a result of a casualty or condemnation, and (ii) the SUB -LESSEE agrees that its sublease is and shall be subject and subordinate to the Base Lease and to all of the terms and conditions set forth therein, and that all of such SUB-LESSEE's rights under this Sub -Lease are derivative from and no greater than the rights granted to SUB -LESSOR thereunder. Upon request by Landlord and without cost to Landlord, SUB -LESSEE will within 10 days after written demand, execute, acknowledge and deliver an instrument or instruments confirming such attornment. Default by SUB -LESSEE under this Sub -Lease shall not diminish or modify any obligation of SUB -LESSOR to Landlord thereunder. Landlord agrees to execute such documentation as may be reasonably requested by SUB -LESSEE acknowledging this Sub - Lease and permitting the SUB-LESSEE's continuing lease and enjoyment of its portion of the Premises following termination of the Sub -Lease as a direct leasehold relationship between Landlord and such SUB -LESSEE, provided that SUB -LESSEE is then in compliance with the terms this Sub -Lease and all future payments by SUB -LESSEE are made to Landlord (or Landlord's designee). ARTICLE 11 SUB -LESSOR'S REMEDIES 11.1 Remedies for Nonpayment of Rent or Additional Rent. SUB -LESSOR shall have the same remedies for SUB-LESSEE's failure to pay Rent as for its failure to pay Additional Rent. 11.2 Accord and Satisfaction. If SUB -LESSEE pays or SUB -LESSOR receives an amount that is less than the amount stipulated to be paid under any Sub -Lease provision, that payment is considered to be made only on account of an earlier payment of that stipulated amount. No endorsement or statement on any check or letter may be deemed an accord and satisfaction. SUB -LESSOR may accept any check or payment without prejudice to SUB-LESSOR's right to recover the balance due or to pursue any other available remedy. 11.3 Abandonment of Sub -Leased Premises or Delinquency in Rent. If SUB -LESSEE abandons or vacates the Premises before the end of the Term or if SUB -LESSEE is in arrears in Rent or Additional Rent payments and applicable cure periods have expired, SUB -LESSOR may cancel or terminate this Sub -Lease, subject to the notice and opportunity to cure provisions set forth in Section 11.4. On cancellation or termination of this Sub -Lease, SUB -LESSOR shall be entitled to peaceably enter the Premises as SUB-LESSEE's agent to regain or relet the Premises. SUB -LESSOR shall incur no liability for such entry. As SUB-LESSEE's agent, SUB -LESSOR may relet the Premises with or without any improvements, fixtures or personal property that may be upon it, and the reletting may be made at such price, in such terms and for such duration as SUB -LESSOR determines and for which SUB -LESSOR receives rent. SUB -LESSOR shall apply any rent received from reletting to the payment of the rent due under this Sub -Lease. If, after deducting the expenses of reletting the Premises, SUB -LESSOR does not realize the full rental provided under this Sub -Lease, SUB -LESSEE shall pay any deficiency. 11.4 Dispossession on Default; Notice and Opportunity to Cure. 11.4.1 If SUB -LESSEE defaults in the performance of any covenant, term, or condition of this Sub -Lease, SUB -LESSOR may give SUB -LESSEE written notice of that default, as provided in Section 12.2.1. If SUB -LESSEE fails to cure a default in payment of Rent or Additional Rent within twenty (20) days after notice is given, SUB -LESSOR may terminate this Sub -Lease. For defaults other than nonpayment of Rent or Additional Rent, SUB -LESSEE shall cure such default within thirty (30) days after notice is given or within such greater period of time as specified in the notice. 11.4.2 If the default (other than for nonpayment of Rent or Additional Rent) is of such a nature that it cannot be reasonably cured within time specified, SUB -LESSOR may terminate this Sub -Lease only if SUB -LESSEE fails to proceed with reasonable diligence and in good faith to cure the default within thirty (30) days after written notice is given. Thereafter, termination of this Sub -Lease may occur only after SUB -LESSOR gives not less than seven (7) days' advance written notice to SUB -LESSEE and such default remains uncured. On the date specified in the notice, the Term will end, and SUB -LESSEE shall quit and surrender the Premises to SUB -LESSOR, except that SUB -LESSEE will remain liable as provided under this Sub -Lease. 11.4.3 On termination of this Sub -Lease, SUB -LESSOR may peaceably reenter the Leased Premises without notice to dispossessed SUB -LESSEE, any legal representative of SUB -LESSEE or any other occupant of the Premises. SUB -LESSOR may retain possession through summary proceedings or otherwise and SUB -LESSOR shall then hold the Premises as if this Sub -Lease has not been made. 11.5 Damages on Default. If SUB -LESSOR retakes possession under Section 11.3, SUB -LESSOR shall have the following rights: 11.5.1 SUB -LESSOR shall be entitled to Rent or Additional Rent that is due and unpaid, and those payments will become due immediately, and will be paid up to the time of the re-entry, dispossession or expiration, plus any expenses (including, but not limited to attorneys' fees, brokerage fees, advertising, administrative time, labor, etc.) that SUB -LESSOR incurs in returning the Premises to good order and/or preparing it for re -letting, if SUB -LESSOR elects to re -let, plus interest on Rent and Additional Rent when due at the rate of twelve (12%) percent per annum. 11.5.2 SUB -LESSOR shall not be obligated to re -let all or any part of the Premises in SUB-LESSOR's name or otherwise, for any duration, on any terms, including but not limited to any provisions for concessions or free rent, or for any amount of rent that is higher than that in this Sub -Lease. 11.5.3 SUB-LESSOR's re -letting all or any part of the Premises shall not release or affect SUB-LESSEE's liability for damages. Any suit that SUB -LESSOR brings to collect the amount of the deficiency for any rental period will not prejudice in any way SUB-LESSOR's rights to collect the deficiency for any subsequent rental period by a similar proceeding. In putting the Premises in good order or in preparing it for re -letting, SUB -LESSOR may alter, repair, replace, landscape or decorate any part of the Premises in any reasonable way that SUB -LESSOR considers advisable and necessary to re -let the Premises. SUB-LESSOR's alteration, repair, replacement, landscape or decoration will not release SUB -LESSEE from liability under this Sub -Lease. 11.5.4 SUB -LESSOR is not liable in any way for failure to re -let the Premises, or if the Premises are re -let, for failure to collect the rent under the re -letting. SUB -LESSEE will not receive any excess of the net rents collected from re -letting over the sums payable by SUB -LESSEE to SUB -LESSOR under this Section. 11.6 Insolvency or Bankruptcy. Subject to the provisions hereof respecting severability, should SUB -LESSEE at any time during the Term suffer or permit the appointment of a receiver to take possession of all or substantially all of the assets of SUB -LESSEE, or an assignment of SUB -LESSEE for the benefit of creditors, or any action taken or suffered by SUB -LESSEE under any insolvency, bankruptcy, or reorganization act, such action shall at SUB-LESSOR's option, constitute a breach and default of this Sub -Lease by SUB -LESSEE and SUB -LESSEE agrees to provide adequate protection and adequate assurance of future performance to the SUB -LESSOR which will include, but not be limited to the following: 11.6.1 All monetary and non -monetary defaults existing prior to the breach or default referenced above shall be cured within the time specified above that shall include all costs and reasonable attorneys' fees expended by SUB -LESSOR to the date of curing the default. 11.6.2 All obligations of the SUB -LESSEE must be performed in accordance with the terms of this Sub -Lease. If at any time during the pendency of the bankruptcy proceeding the SUB -LESSEE or its successor in interest fails to perfonn any of the monetary or non -monetary obligations under the terms of this Sub -Lease, or fails to cure any pre -filing default, the SUB -LESSEE HEREBY STIPULATES AND AGREES TO WAIVE ITS RIGHTS TO NOTICE AND HEARING AND TO ALLOW THE SUB -LESSOR TOTAL RELIEF FROM THE AUTOMATIC STAY UNDER 11 U.S.C.§ 362 TO ENFORCE ITS RIGHTS UNDER THIS SUB -LEASE AND UNDER STATE LAW INCLUDING BUT NOT LIMITED TO ISSUANCE AND ENFORCEMENT OF A JUDGMENT OF EVICTION, WRIT OF ASSISTANCE AND WRIT OF POSSESSION. 11.6.3 SUB -LESSEE confirms and certifies that neither it, nor any entity engaged by it in connection with this Agreement, is in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. SUB -LESSEE shall execute and submit to SUB -LESSOR, an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached and incorporated herein as Exhibit E. If Seller fails to comply with the terms of this subsection, SUB -LESSOR may suspend or terminate this Sub -lease immediately, without prior notice, and in no event shall the SUB -LESSOR be liable to SUB -LESSEE for any additional compensation or for any consequential or incidental damages. 11.7 Condemnation. Upon a condemnation, SUB -LESSEE may pursue all awards it is legally entitled to receive. 11.8 Holding Over. SUB -LESSEE will, at the termination of this Sub -Lease by lapse of time or otherwise yield immediate possession of the Premises. 11.9 Cumulative Remedies. SUB-LESSOR's remedies contained in the Sub -Lease are in addition to the right of a landlord under Florida Statutes governing non-residential Landlord -Tenant relationships and to all other remedies available to a landlord at law or in equity. ARTICLE 12 MISCELLANEOUS 12.1 Requirement for Notice. SUB -LESSEE shall give SUB -LESSOR prompt written notice of any accidents on, in, over, within, under and above the Premises in which damage to property or injury to a person occurs. 12.2 Notices. 12.2.1 Whenever it is provided herein that notice, demand, request or other communication shall or may be given to, or served upon, either of the parties by the other, or either of the parties shall desire to give or serve upon the other any notice, demand, request or other communication with respect hereto or with respect to any matter set forth in this Sub -Lease, each such notice, demand, request or other communication shall be in writing and any law or statute to the contrary notwithstanding shall not be effective for any purpose unless the same shall be given by hand -delivery, overnight delivery by a national recognized service such as Federal Express, or by email to the addresses set forth below, or at such other address or addresses and to such other person or firm as SUB -LESSOR or SUB -LESSEE may from time to time designate by notice as herein provided. (1) All notices, demands, requests or other communications hereunder shall be deemed to have been given or served for all purposes hereunder: (a) upon receipt, if hand -delivered or (b) the next day if by overnight delivery. AS TO SUB -LESSOR: With copy to: Omni CRA. Attention: Carlos I. Suarez 50 Northwest 14th Street, Miami, Florida 33136 Telephone: (305) 679-6868 E-mail: omnicra@miamigov.com City of Miami, Office of City Attorney Attention:Xavier Alban, General Counsel. 444 S.W 2 Avenue, 6t' Floor Miami, FL 33130 Telephone:(305) 416-1800 E-mail: xealban@miamigov.com AS TO SUB -LESSEE: Wynwood House Cuts, LLC Attention: Ramon Valentin 2035 North Miami Avenue, Suite 1214, Miami, Florida 333127 Telephone: (786) 438-9109 E-mail: wynwoodhousecuts@gmail.com With copy to: 12.3 Time Is Of The Essence. Time is of the essence as to the performance of all terms and conditions under this Sub -Lease. 12.4 SUB -LESSOR'S Cumulative Rights. SUB-LESSOR's rights under this Sub -Lease are cumulative and, SUB -LESSOR'S failure to promptly exercise any rights given under this Sub -Lease shall not operate or forfeit any of these rights. 12.5 Modifications, Releases and Discharges. No modification, release, discharge or waiver of any provision of this Sub -Lease will be of any effect unless it is in writing and signed by the SUB -LESSOR and SUB -LESSEE. 12.6 Time. In computing any period of time expressed in day(s) in this Sub -Lease, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed, shall be included unless it is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. When the period of time prescribed or allowed is less than seven (7) days, intermediate Saturdays, Sundays, and legal holidays shall be excluded in the computation. 12.7 Captions. The captions, headings and title of this Sub -Lease are solely for convenience of reference and are not to affect its interpretation. 12.8 Survival. All obligations of SUB -LESSEE hereunder not fully performed as of the expiration or earlier termination of the Term of this Sub -Lease shall survive the expiration or earlier termination of the Term hereof. 12.9 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 SUB- LESSEES's obligation to pay rent hereunder 12.10 Assignment, Pledge, Security Interest, Cooperation. SUB -LESSEE may not, without SUB-LESSOR's prior written consent, grant a mortgage or other security interest in its Sub -leasehold interest in the Premises. Any grant by SUB -LESSEE of a mortgage or security interest in its leasehold interest by SUB -LESSEE without SUB-LESSOR's prior written consent shall be null and void. Nothing contained herein shall be construed as a right to encumber or subordinate the leasehold interest of SUB -LESSOR or fee interest of the Owner or Landlord in the Premises, which encumbrance or subordination is prohibited. 12.11 Interpretation of Sub -Lease; Severability. This Sub -Lease shall be construed in accordance with the laws of the State of Florida. If any provision hereof, or its application to any person or situation, is deemed invalid or unenforceable for any reason and to any extent, the remainder of this Sub -Lease, or the application of the remainder of the provisions, shall not be affected. Rather, this Sub -Lease is to be enforced to the extent permitted by law. Each covenant, term, condition, obligation or other provision of this Sub -Lease is to be construed as a separate and independent covenant of the party who is bound by or who undertakes it, and each is independent of any other provision of this Sub -Lease, unless otherwise expressly provided. All terms and words used in this Sub -Lease, regardless of the number or gender in which they are used, are deemed to include any other number and other gender as the context requires. 12.12 Successors. This Sub -Lease shall be binding on and inure to the benefit of the parties, their successors and permitted assigns. 12.13 No Waiver of Sovereign Immunity. Nothing contained in this Sub -Lease is intended to serve as a waiver of sovereign immunity by SUB -LESSOR nor considered as a waiver of the limitations set forth in Section 768.28, Florida Statutes, as amended. 12.14 No Third Party Beneficiaries. The parties expressly acknowledge that it is not their intent to create or confer any rights or obligations in or upon any third person or entity under this Sub -Lease. Except as may be expressly set forth to the contrary, none of the parties intend to directly or substantially benefit a third party by this Sub -Lease. Except as may be expressly set forth to the contrary herein, the parties agree that there are no third -party beneficiaries to this Sub -Lease and that no third party shall be entitled to assert a claim against any of the parties based on this Sub -Lease. 12.15 Non -Discrimination. SUB -LESSEE shall not discriminate against any person in the performance of duties, responsibilities and obligations under this Sub -Lease because of race, age, religion, color, gender, national origin, marital status, disability. 12.16 Public Records. 12.16.1 Each party shall maintain its own respective records and documents associated with this Sub -Lease in accordance with the records retention requirements applicable to public records. Each party shall be responsible for compliance with any public documents request served upon it pursuant to Chapter 1 19, Florida Statutes, as same may be amended from time to time and any resultant award of attorney's fees for non-compliance with that law. 12.16.2 SUB -LESSEE and all contractors or subcontractors (the "Contractor") engaging in services in connection with construction and/or maintenance of the Barber Shop facility shall: (a) Keep and maintain public records that ordinarily and necessarily would be required by SUB -LESSOR in order to perform the services rendered. (b) Upon request from SUB-LESSOR's custodian of public records, provide SUB -LESSOR with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes (2026), as may be amended or revised, 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 and as to SUB -LESSEE for the duration of the Sub -Lease and as to Contractors for the duration of the contract term following completion of said contract if Contractor does not transfer the records to SUB -LESSOR. (d) Upon completion of said construction or maintenance at the Barber Shop facility, transfer, at no cost, to SUB -LESSOR, all public records in possession of SUB -LESSEE or Contractor or keep and maintain public records required by SUB -LESSOR to perform the service. If Contractor transfers all public records to SUB -LESSOR upon completion of the Barber Shop facility, SUB -LESSEE and Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If SUB -LESSEE or Contractor keeps and maintains public records upon completion of the Barber Shop facility, SUB -LESSEE and Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to SUB -LESSOR upon request from SUB-LESSOR's custodian of public records, in a format that is compatible with the information technology systems of SUB -LESSOR. 12.16.3 If SUB -LESSEE or any Contractor has questions regarding the application of Chapter 119, Florida Statutes, to SUB-LESSEE's or Contractor's duty to provide public records relating to this Sub -Lease or its contract, contact the SUB-LESSOR's custodian of public records by telephone at (305) 679-6866 or by e-mail at OmniCRA@MiamiGov.com or by mail at 50 Northwest 14th Street, Miami, Florida 33136. 12.17 Entire Agreement. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained herein and the patties agree that there are no commitments; agreements or understandings concerning the subject matter of this Sub -Lease that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. 12.18 Preparation of Agreement. The parties acknowledge that they have sought and obtained whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Sub -Lease has been their joint effort. 12.19 Waiver. The parties agree that each requirement, duty and obligation set forth herein is substantial and important to the formation of this Sub -Lease and, therefore, is a material term hereof. Any party's failure to enforce any provision of this Sub -Lease shall not be deemed a waiver of such provision or modification of this Sub -Lease. A waiver of any breach of a provision of this Sub -Lease shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Sub -Lease. 12.20 Governing Law. This Sub -Lease shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any controversies or legal problems arising out of this Sub -Lease and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the State courts of the Fifteenth Judicial Circuit of Miami -Dade County, Florida. To that end, SUB -LESSEE expressly waives whatever other privilege to venue it may otherwise have. 12.21 Force Majeure. Neither party shall be obligated to perform any duty, requirement or obligation under this Sub -Lease if such performance is prevented by fire, hurricane, earthquake, explosion, wars, sabotage, accident, flood, acts of God, strikes, or other labor disputes, riot or civil emulations, or by reason of any other matter or condition beyond the control of either party, and which cannot be overcome by reasonable diligence and without unusual expense ("Force Majeure"). In no event shall a lack of funds alone on the part of SUB -LESSEE be deemed Force Maj eure. 12.22 Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 12.23 Counterparts. This Sublease 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 Sublease and all matters related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. [Remainder of page intentionally left blank] IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. Signed by: ATTEST: DocuSigned by: BY: C 1&D7560DCF1450... Todd B. Hannon, Clerk of the Board APPROVED AS TO LEGAL FORM AND CORRECTNESS: BY: ESigned by atery, U►t1sewl Ill 88776E9FE88248B... George K. Wysong III, General Counsel Initial Matter#26-1483 9� SUB -LESSOR: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (— Signed by: By: C// BC191AC9B9B1424... Carlos I. Suarez Executive Director WITNESSES: 3.1-�gCiw�lSire [Witness rint or type name] Sign 'ture 490/7 �In� [Witness print or type name] STATE OF FLORIDA ): ss: COUNTY OF BROWARD ): SUB -LESSEE: WYNWOOD HOUSE CUTS, LLC a Florida Limited Liability Company Manager (CORPORATE SEAL) On this /� day of 1 �06 2026, the foregoing instrument was acknowledged before me by means of physical presence or ❑ online notarization, by Ramon Valentin, as Manager of Wynwood House Cuts, LLC, a Florida Limited Liability Company, on behalf of said Company. Personally Known OR O Produced Identification — Type of Identificati •roduced (SEAL) ROI3ERTO ROGER GARCIA 1.1Y COMMISSION G HI1.-1713I EXPIRES Novcmtcs 17, 2027 Not Public, State o (Signature of Notary taking Acknowledge ent) IZ 6..e A- A Name of Notary Typed, Printed or Stamped My Commission Expires: Commission Number: CONSENT OF LANDLORD: Landlord hereby consents to this Lease and acknowledges the square footage of Premises set forth herein. LANDLORD: Witnesses: WYNWOOD WORKS MANAGER, LLC, a Florida limited liability company 90.44 By: Magellan Housing LLC, a Florida limited Name: P,9vit) t—er rcowr liability company, its manager Na e: ,.,I,d), Zho By: 7 Nikul A. Inamdar, Member 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 1N 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. 2 EXHIBIT B SITE PLAN/FLOOR PLAN (Premises) EXHIBIT C SITE PLAN/FLOOR PLAN (Parking) The parking spaces designated for SUBLESSEE's use and described hereinabove are depicted below and labeled parking spaces #5 and #6. LEVEL 1.5 FLOOR AREA DIAGRAM - 14,938 SF EXHIBIT D BASE LEASE 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 "Apartment 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 Depaitinent 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. 2 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 3 Regulatory Agreement and Tax Credit/Bond Application submitted by the Landlord with respect to the Apartment 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. 4 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 5 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. 6 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 (1st) 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 31 st 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 31 st 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: 7 M_ Annual Rent Chart Lease Year Per Month Per Year Year 1 S20,833.00 $249,996_00 Year 2 $21,45 7.99 $257,495.88 Year 3 $22.,101.73 $6520.76 Year 4 $22,.764.78 S273.177.36 Year 5 $2.3,447.73 $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. 8 (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 Subtenant's 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 9 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 10 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 11 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 12 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 13 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 attomment. 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. 14 (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. 15 (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. 16 (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. (0 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. 17 (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. 18 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 19 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. 21 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. 24 (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 MISCELLANEOUS 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: Cal �� L e tic til5e iirta Name: L4IS�,f; LANDLORD: WYNWOOD WORKS MANAGER, LLC, a Florida limited liability company By: Magellan Housing LLC, a Florida limited liability company, its manager B : 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: ''1rn1,-j L� Name: i/ <.,.i'-j L‘„ Lu w Sc MC9--- Name: c YYI a.,� 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 Y/1/1//51. Nikul A. Inamdar, Member Signed by: ATTEST: ,-DocuSigned by: 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: Sion, 3atA c s BY: \—E46D7560DCF1459... BY: 726F60389F4F4B3... Todd B. Hannon, Clerk of the Board Isiaa A. Jones, Executive Director APPROVED AS TO LEGAL FORM AND CORRECTNESS: 1-DocuSigned by: i i satAdl BY: _88776Eg.FFRR748B 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 (Premises) 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 Apartment 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 Subtenant's 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 Tenn 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 not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not 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, I 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 1 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. In 9dar Signature: 4.` Office Address: Title: Member of Magellan Housing, LLC, the Manager of Wynwood Works Manager, LLC 2035 N. Miami Ave. Miami, FL 33127 Email Address: nick.inamdar@magellandev.com Main Phone Number: 305-528-0166 MEMORANDUM OF SUBLEASE This is a Memorandum of Sublease made and entered into as of this 30rb day of April 2025, ("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"), upon the following terms: 1. Sublease. The provisions set forth in that certain written sublease, dated February 25, 2025, between the parties hereto ("The Sublease"), are hereby incorporated by reference into this Memorandum. 2. Lease Commencement Date of Sublease. The Lease Commencement Date of the Sublease shall be deemed to have commenced on April 25, 2025. 3. Rent Commencement Date of Sublease. The Sublease Rent Commencement Date is the same as the Lease Commencement Date. 4. Counterparts. This Memorandum of 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 Memorandum of Lease and all matters related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. IN WITNESS WHEREOF, each of the parties hereunto has executed this Memorandum of Lease as of the Effective Date. LANDLORD: Witnesses: 7444 /.c cv,L Name: l)tn.v) Name: ;kch Gcm on 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: /v, Nikul A. lnamdar, Member TENANT: Witnesses: Signed by: CLArictr Cb4 0F4E10883B264F7... Name: Charice Codio DocuSigned by: Fratiuks Ll ap—t.oL1 Name: Frances Llop-noy APPROVED AS TO FORM AND REQUIREMENTS CORRECTNESS: ,-DocuSigned by: AbrO)G (Also (l l By:—88776E9FE88248B... George Wysong III, General Counsel JB Matter #24-1915 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes .--DocuSigned by: (SIaA, 3&LAJ -s BY: �726E6O38-9F4F-483,. Isiaa Jones its Executive Director Signed by: ATTE DocuSigned by: By: \—Fa6D7560.D.C.FiaFa Todd B. Hannon, Clerk of the Board Date: Hannon, Todd EXHIBIT E ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates ns 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 (2025). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2025), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2025). 2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I 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 1 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 HOUSE CUTS, LLC Name: Title: (OSnrnr Signature: Office Address: Email Address: Main Phone Number: Ramon Valentin 2035 North Miaml Avenue, Miaml, FL 33127 Wynwoodhousecuts@gmail.com 786-438-9109 Scanned with EXHIBIT F BUSINESS PROPOSAL B A 12 B E R S H O P A FLAGSHIP GROOMING EXPERIENCE Business Proposal Wynwood House Cuts Barbershop "A Flagship Grooming Experience" Presented by: Ramon Valentin & Jason Medina. @Wynwoodhousecuts Wynwoodhousecuts@gmail.com �786-438-9109 B A 12 B h: R S H O P A FLAGSHIP GROOMING EXPERIENCE Index Ramon Valentin Introduction Letter 1 Jason Medina Introduction Letter 3 What Is Wynwood House Cuts? 5 Business Proposal 6 Value To The Community 11 Business Floor Plan 13 Financials 14 Add Documentation 15 Request Letter 16 Thank You Letter 18 @Wynwoodhousecuts Wynwoodhousecuts@gmail.com �786-438-9109 I I 0 U S L g C U T S V 12 I3 F. N S H U 1' A FLAGSHIP GROOMING EXPERIENCE Dear Members of the Omni CRA Board, My name is Ramon Valentin, and I am pleased to formally introduce myself in connection with my proposal for the sublease of Retail Space #1 at 2035 North Miami Avenue. I am a Miami -based professional with over 19 years of experience in the financial services industry, currently serving as a Relationship Officer (Assistant Vice President) at Citi Bank. Throughout my career, I have developed a strong foundation in operations, compliance, client onboarding, and risk management, while consistently delivering a high level of client service. Prior to my current role, I built my career at JPMorgan Chase, where I progressed through multiple positions including Teller, Personal Banker, Business Banker, and ultimately Branch Manager. This provided me with hands-on experience in retail banking operations, sales, team leadership, and branch management. As a Branch Manager, I was responsible for overseeing daily operations, managing staff, driving performance, and ensuring compliance with all regulatory and operational standards. This combined experience has equipped me with the discipline, financial acumen, and leadership skills necessary to successfully develop and operate a business. am now pursuing the development of Wynwood House Cuts, a modern, design -driven barbershop concept that aligns with the cultural and economic vision of the Omni Community Redevelopment Area. The concept is centered around delivering "a flagship grooming experience," combining premium grooming services with a strong emphasis on community, local art, and elevated customer experience. @Wynwoodhousecuts ��Wynwoodhousecuts@gmail.com 786-438-9109 Wynwood House Cuts is intended to be more than a barbershop. It is designed to serve as a neighborhood hub that contributes to the vibrancy of the area by: - Activating street -level retail with a high -quality, visually engaging concept. - Supporting local artists through curated murals and rotating artwork. - Creating employment opportunities and fostering small business growth. - Driving consistent foot traffic that benefits surrounding businesses. am committed to executing a high -quality buildout, maintaining operational excellence, and ensuring that the business contributes positively to the community and aligns with the objectives of the Omni CRA. In the next pages you can find more information about my business partner Jason Medina and our detailed business proposal. If you have any questions or clarifications please do not hesitate to contact me. I appreciate your time and consideration and look forward to the opportunity to work together and make this project a reality for the Wynwood community. Respectfully, Ramon Valentin @Wynwoodhousecuts /t/ Wynwoodhousecuts@gmail.com 786-438-9109 1i :\ 12 H F 12 S H () P A FLAGSHIP GROOMINGEXPERIENCE Dear Members of the Omni CRA Board, My name is Jason Medina, and I am pleased to formally introduce myself as a partner with Ramon Valentin in connection with our proposal for the sublease of Retail Space #1 at 2035 North Miami Avenue. I come from a family background of barbers, where I developed an early appreciation for the craft, discipline, and community impact that barbershops bring. This foundation has given me a strong understanding of the industry, customer expectations, and the importance of delivering both quality service and a welcoming environment. Professionally, I currently serve as a Customer Service Lead Manager at American Airlines, where I am responsible for overseeing daily operations, leading teams, and ensuring a high standard of customer experience. My role requires strong leadership, problem -solving, and operational efficiency in a fast -paced, high -demand environment, all while maintaining a consistent focus on customer satisfaction. This combination of industry roots and professional experience has prepared me to contribute meaningfully to the development and operation of Wynwood House Cuts. Together with my partner, Ramon Valentin, we are pursuing the development of Wynwood House Cuts, a modern, design -driven barbershop concept that aligns with the cultural and economic vision of the Omni Community Redevelopment Area. The concept is centered around delivering "a flagship grooming experience," combining premium grooming services with a strong emphasis on community, local art, and elevated customer experience. @Wynwoodhousecuts Wynwoodhousecuts@gmail.com 786-438-9109 Wynwood House Cuts is intended to be more than a barbershop. It is designed to serve as a neighborhood hub that contributes to the vibrancy of the area by: - Activating street -level retail with a high -quality, visually engaging concept. - Supporting local artists through curated murals and rotating artwork. - Creating employment opportunities and fostering small business growth. - Driving consistent foot traffic that benefits surrounding businesses. I am committed to contributing to a high -quality buildout, strong day-to-day operations, and ensuring that the business delivers an exceptional experience while aligning with the objectives of the Omni CRA. We appreciate your time and consideration and look forward to the opportunity to partner on this project and contribute to the continued enhancement and vibrancy of the Wynwood community. Respectfully, Jason Medina @Wynwoodhousecuts /t/ Wynwoodhousecuts@gmail.com 786-438-9109 I I 0 U S L g C U T S V 12 I3 F. N S H U 1' A FLAGSHIP GROOMING EXPERIENCE What is Wynwood House Cuts? Wynwood House Cuts is a modern, community -centered barbershop concept designed to serve as both a premium grooming destination and a neighborhood hub within the Omni CRA district. More than a traditional barbershop, Wynwood House Cuts is built to deliver a flagship -level customer experience while actively contributing to the economic and cultural growth of the surrounding community. The concept blends high -quality grooming services with an environment inspired by Wynwood's artistic identity, creating a space that reflects the energy, diversity, and creativity of the area. The business will generate consistent daily foot traffic, activate the retail corridor, and create local employment opportunities through the hiring of barbers, apprentices, and customer service staff from within the community. Wynwood House Cuts is committed to long-term stability and growth, with the vision of becoming a recognized brand rooted in Miami's urban culture. In alignment with the goals of the Omni CRA, the business will also serve as a community anchor by hosting outreach initiatives, supporting local artists, and providing mentorship opportunities for young individuals interested in the barbering profession. Wynwood House Cuts is not only a business, but also a platform for community engagement, economic participation, and cultural expression within the Omni CRA district. Wynwood House Cuts is intentionally designed to align with the core objectives of the Omni Community Redevelopment Agency by delivering measurable economic, social, and cultural impact. @Wynwoodhousecuts ��Wynwoodhousecuts@gmail.com 786-438-9109 I I 0 U S L g C U T S V 12 13 F. 12 S H U 1' A FLAGSHIP GROOMING EXPERIENCE "A flagship grooming Experience Coming Soon" Business Proposal 1. Location Strategy Proposed Location: 2035 North Miami Avenue Suite 101 Miami FL, 33127 (Omni CRA District) Why this Location: • High visibility • Growing residential + commercial mix (Kush Restaurant and a new residential apartment complex on N Miami Ave and NE 20thStreet coming soon, among other new and existing business developing in the area. Commercial space conveniently located on Wynwood Works a 120 residential apartment complex) • Alignment with CRA redevelopment goals • Strong walk-in potential 2. Layout • 10 barber chairs • Concierge / reception desk • Waiting lounge • Retail section (Hair care products, grooming kits & Wynwood local artist clothing) • Vending machine Space • ATM space • Employees break room @Wynwoodhousecuts ��Wynwoodhousecuts@gmail.com 786-438-9109 Hours: • 7 days a week • Peak hours: evenings + weekends • Monday -Thursday 9:00 am to 8:00 pm • Friday -Saturday -Sunday 9:00 am to 9:OOpm Staffing: • 10 barbers • 1 front desk staff • Store Managers Ramon Valentin & Jason Medina (owner -operated) 3. Revenue Model: 60/40% Barbershop Model • Hair cut price $55.00 • Barber keeps 60% • Owner keeps 40% • Barber earns (60%) $33.00 per haircut • Owner earns (40%) $22.00 per haircut for the business Daily projection (per barber) • Barber does 10 haircuts per day: • Total sales 10 x $55 = $550.00 • Barber earns $330.00 • Owner earns $220.00 • Owner revenue per barber per day =$220.00 @Wynwoodhousecuts ��Wynwoodhousecuts@gmail.com 786-438-9109 Monthly/Yearly Projection • 10 barbers. 10 cuts/day • 22 working days/month • Total monthly sales are $121,000.00 • Owner earns monthly (haircuts only) $48,000.00 • Each barber (10 barber) earns $7,260.00/month • Additional owner monthly sales income derived from ATM fees, vending machine and hair care products/grooming kits $6,000.00 Business monthly total income of $54,000.00/month minus the monthly business expenses. Yealy business sales including haircuts and hair care products/ grooming kits $1,524,000.00 4. Monthly Projection Expenses: • Monthly rent we are proposing to the Omni CRA to rent us the commercial space for $35.00-40.00 per RSF. Monthly rent of $3,450.00 (Approx 1035 retail space) • Internet $55.00 • Water $100.00 • Electricity (FPL) $800.00 • Marketing $900.00 • Security alarm $100.00 • 1 Part time front desk assistant $1,385.00 Total monthly expenses are $6,790.00 Net Projected Monthly Income • Business owner monthly net income $47,210.00 @Wynwoodhousecuts ��Wynwoodhousecuts@gmail.com 786-438-9109 5. Marketing Strategy • Instagram-first branding @WynwoodHouseCuts • Local influencers partnerships • Grand opening event • Google + Yelp optimization • Walk-in visibility (signage + design) 6. Competitive Advantage • "Flagship grooming experience" positioning • Strong branding + design • Community -driven model • Bilingual service • Barbershop experience • Excellent Professional management background (banking + operations) • No other barbershops close in the area specifically in the N Miami Avenue 7.Growth Vision • Establish flagship location where we treat our clients with dignity and respect • Support our local Wynwood artist by displaying their artwork. • Create jobs opportunities within the community • Economic Growth • Longterm commitment • Maintain the Wynwood culture within the community • Support local barber talent • Build strong brand recognition • Generate daily foot traffic benefiting our business and nearby businesses • Host community events • Expand to: • Brickell • Downtown Miami • Other urban markets @Wynwoodhousecuts ��Wynwoodhousecuts@gmail.com 786-438-9109 8. Compliance Permits -Licensing and Insurance • Wynwood House Cuts is fully committed to operating in strict compliance with all applicable local, state, and federal regulations. We understand that regulatory adherence is essential not only for legal operation, but also for ensuring the safety, professionalism, and long-term sustainability of our business within the Omni CRA district. • Permits & Build -Out Compliance Prior to opening, we will secure all required permits through the City of Miami, including building, electrical, plumbing, and mechanical permits necessary for the interior build -out of the space. All construction will be performed by licensed contractors and will comply with Florida Building Code requirements, ADA accessibility standards, and all applicable safety regulations. We will coordinate inspections and obtain a Certificate of Occupancy (CO) prior to commencing operations. • Licensing Requirements Wynwood House Cuts will obtain and maintain all required business and professional licenses, including: • Florida Barbershop License issued by the Florida Department of Business and Professional Regulation (DBPR) • Individual Barber Licenses for all professionals providing services • Miami -Dade County Local Business Tax Receipt (Occupational. License) • City of Miami Business Tax Receipt • Sales Tax Registration with the Florida Department of Revenue (if applicable for retail products) • We will ensure that all licenses remain active, visible, and in good standing. • Health & Sanitation Standards We will strictly adhere to DBPR health and sanitation regulations, including proper disinfection of tools, maintenance of clean workstations, and compliance with all hygiene protocols required for barbershop operations. Regular internal checks will be conducted to ensure ongoing compliance. • Insurance Coverage To protect our clients, employees, and the property, Wynwood House Cuts will maintain comprehensive insurance coverage, including: • General Liability Insurance • Commercial Property Insurance • Workers' Compensation Insurance (as required) • Professional Liability (if applicable) @Wynwoodhousecuts Wynwoodhousecuts@gmail.com 786-438-9109 1i :\ 12 H F 12 S H () P A FLAGSHIP GROOMINGEXPERIENCE How can we add Value to the Wynwood community? 1. Local Job Creation & Workforce Development The business will prioritize hiring locally, creating employment opportunities for barbers, front desk personnel, and apprentices. In addition, Wynwood House Cuts aims to establish a barber apprenticeship pathway to help develop young talent within the community and provide access to stable, skill -based careers. 2. Activation of Retail Space & Economic Contribution As a service -based business with high frequency of visits, the barbershop will generate consistent daily foot traffic, contributing to the activation and vibrancy of the commercial corridor. This steady flow of clients will also benefit neighboring businesses and strengthen the local economy. 3. Community Engagement & Social Impact Wynwood House Cuts will function as a community hub by organizing initiatives such as back to school discounted haircut events and discounted Military & Veterans haircuts in a way to say thanks for their service. The goal is to create a welcoming, positive space that extends beyond transactional services. @Wynwoodhousecuts Wynwoodhousecuts@gmail.com 786-438-9109 FLOOR PLAN TOTAL AREA: 1,035 SQ FT 10 BARBER CHAIRS RECEPTION DESK .7ff WAITING AREA Q WASH STATION RESTROOM STORAGE UTILITY ROOM DIMENSIONS WIDTH: 18'-6" DEPTH: 56'-0" TOTAL: 1,035 SQ FT 'Floor plan not to scale For visual purposes only. Fi A R I3 1 R S H O F' A FLAGSHTP GROOMING EXPERIENCE UTILITY / STORAGE RESTROOM WASH STATION YNW00 Floor Plan BARBER AREA tB' A" X3,3 a WELCOME TO WYNWOOD @Wynwoodhousecuts �Wynwoodhousecuts@gmail.com 786-438-9109 B A 12 B E R S H O P A FLAGSHIP GROOMING EXPERIENCE Financials From Ramon Valentin and Jason Medina Chase Bank Ramon Valentin and Jason Medina $50,000 Gift to Ramon Valentin for $50,000. Notarized Gift letter with proof of funds available in the next page. Chase verification letter available on the next page. Total cash Available $100,000 If you have any questions, clarifications or concerns, please don't hesitate to call us. @Wynwoodhousecuts Wynwoodhousecuts@gmail.com �786-438-9109 GIFT LETTER April 23, 2026 To Whom 11 May Concern. I. Aidakna RocNtguez. am wnitng this letter 10 confirm my intention to provide a financial gilt in the amount of SW.000.00 (Fifty Thousand Dollars) to my brother. Ramon Valentin, for the purpose of supporting the establishment of his business, Wynwood House Cuts. This contribution is a gill, not a loan, and there is no expectation of repayment. interest. or future ob&garion of any kind. The funds will be made available and disbursed to Ramon Valentin upon execution of a signed lease agreement for the commercial space where Wynwood House Cuts will operate. This condition ensures that the funds are directly applied toward secunng and launching the business. I have full confidence in Ramon's vision, professionalism. and ability to successfully develop Wynwood House Cuts into a thriving business. With his extensive background in financial services, client expenence, and operations, I strongly believe he is well -positioned 10 execute this concept at a high level. I am proud to support a project that aligns with both economic growth and community engagement in Wynwood. I firmly believe Wynwood House Cuts will become a recognizable and impactful brand within the area. If you require any additional nformaUon, please feel free to contact me directly. Thank you. Aidalina Rodnguez 954-226-0465 NOTARY ACKNOWLEDGMENT T� Slate of [1gyifjG. County of kAiArv,i /GL1r' - On th.s r1 day of r i , 20 MD , before me. the undersigned Notary Public. personally appeared Aidalina Rodriguez. who is personally known to me or who has produced rt- bt, as identification, end who did (did not) take an oath. WMass my hand and official lsseal. Notary Public Signature My Commission Expires: ff1.1051?0 MAIN CUETO Notary Publ¢ State of Florida Comma NH747202 F.oires 2/5/2070 Print Name of Notary @Wynwoodhousecuts ��Wynwoodhousecuts@gmail.com 786-438-9109 11 Citizens Letter of Reference April 27 - 2026 whom It May Concern uu siod by the customer Indicated glow, this letter confirms the following account informahnn at CItgen: Citizens Quest Checking 04/22/2027 Checking —9051 S58,381.99 David Hernandez 1TIZENS BANK, N.A. 009 1441 BRICKELL SUITE 100 Banker MIAMI, F133131 1441 Brickell Ave. Suite 100 Miami FL 33131 @Wynwoodhousecuts Wynwoodhousecuts@gmail.com 786-438-9109 CHASE ! i 04/27/2026 Requestor information: RAMON E VALENTIN 102 SW 6TH AVE APT 703 MIAMI. FL 33130-1494 Deposit Account Balance Summary Account Number MOD:9822 RAMON E VALENTIN JEIMY T O IEN ES Summary of Deposit Account Account Type openDsts MN Teat 05/09V2024 Clown Balance S53,150.60 Avg Balance (12 mci) $51,96840 Customer Information Printery Joint Or Secondary Joint Or Deposit Account Balance Summary request completed by: CYNTHIANA JOSEPH (614) 248-5800 Downtown Miami JP Morgan Chase Bank NA Downtown Miami 150SE2ndAve Miami, FL 33131 FL7-0136 PLEASE NOTE THAT THE INFORMATION PROVIDED IN THIS LETTER WILL BE THE ONLY INFORMATION RELEASED BY JPMorgan Chase, N.A. Tynan • wean .e. marbur.w mvrr. ago" p• ,ani .don..d 1a Tr ood0.,rr ... of IN e10'..... ony. I:o Oa.-0.r.Gaf may bow pad r reamn.d 1a IN avert. drw.ar. Th. swam.rd radon. of 1/w.ar w rot to be en**, rNre 1Mpv.4+r • b Wadi to M brl o, any of is MttMn.I#*I*s a boon. by M YwrN be cone.. eaN WOW .14NY so.UN M 'Pod W. irdmnnWu4a.Msww.rt•. 01ca4rs.lry proN0.0 lo M by* 114 4bonr0Ny..wro of op*. d dry tyy.r40 W010.4 .n Mind tom M moral d M bay a of* sww astral mass.., Mao.4 e0I2.0.1mnq.0,00o. w 4.6.i ..m.wan m...p...wa in Oq.e 1. ebon...eatroues.Mnor.....r...o.awartyMloN.rar.ry d.tn Mann..or. a M r...bry d M owe.* w'.a.r MOW a.oW W M Wry trey 0111.1Y. rot o 0. rwowoa, wed Y..nry 00.101rn.n a mn wry •my N.ao..r e.[.pl .. npss.'1.24 . be bme. Do br►aoa rel u.r.0 to reify at any arip.e 1110M111011 =WWI .w.Wet My mimic.. r to Ws dal of be ear...M @Wynwoodhousecuts Wynwoodhousecuts@gmail.com 786-438-9109 Additional Financials Available upon request. @Wynwoodhousecuts /G/ Wynwoodhousecuts@gmail.com 786-438-9109 \ 12 I3 F. 12 S H U 1' A FLAGSHIP GROOMING EXPERIENCE Additional Documentation From Ramon Valentin and Jason Medina Please find the below additional documentation on the next page. Business EIN Letter from the IRS Florida LLC Formation Documents Company was incorporated and its currently pending approval, we anticipate getting final approval in the next 3 business days. Division of Corporation Sunbiz.org receipt Ramon Valentin employment Verification letter @Wynwoodhousecuts ��Wynwoodhousecuts@gmail.com �786-438-9109 IRS Apply for an Employer Identification Number (FIN) online Your EIN Your EIN Details EIN assigned 42.2139725 legal name WYNWOOD HOUSE CUTS LLC Name control WYNW Confirmation letter This confirmation letter is your official IRS notice and contains important information regarding your EIN: Download EIN confirmation Letter [PDF] @Wynwoodhousecuts ��Wynwoodhousecuts@gmail.com 786-438-9109 vElce �1f Filing Information Please review the fIIh'i for accuracy. If you need to maim correctrons. do so at this time. The firing information will be addediedited exactly as you have entered It. Once you have submitted the information_ your filing cannot be updated, removed_ cancelled or refunded. Effective date for this filing {Id12412 6 Certificate of Slatus Requested Yes Certified Copy Requested Yes Limited Liabltily Company Name 4VYNWOOD HOUSE CUTS LLC Prlricipe.I Place of Business Address 2U35 N MAW AVE suite, Apt. #, etc. # 1214 City_ State MIAMI. FL Zip Code t Country 3312T, LI Mailing Address LIMITED LIABILITY COMPANY MAILING, ADDRESS SAME AS PPINCPALADDRESS. Name and Address of Registered Agent Name Last_ Flrat, Miiddie. Title] VALENTIN. RAMON_ Address 2035 N MIAMI AVE Suite. Apt. a, etc. al 1214 City, Slate MIAMI. FL Zip Coda & Country 3312T, US Negistered Agent SIgnalure RAMON VALENTIN Arr' Otter Pravislon{isl - Optional (Purpose, Statements, atc_l C o rresponden co Name And Email Address Name arid e-mail address to whom ccrreepartder ce eltauld he e-rne&5ed Name RAMON VALENTIN! ErnaliAddress WYNWOODHOUSECLITS CiP GMAI LOOM Signature of a member or an authorized representative. lit ps;treble.sinblx.arp,'wrpisficarachm.am rest 1 al 2 @Wynwoodhousecuts ��Wynwoodhousecuts@gmail.com 786-438-9109 HR Delivery Scrviccs 3800 Citigroup Center Dr. Tampa, FL 33610 04/27/2026 Ramon Valentin To Whom It May Concern: cite The information in this letter verifies Ramon Valentin's employment with 00002 Citibank, N.A. • Most Recent Hire Date: 06/29/2015 • Citi Service Date: 06/29/2015 • Work Location: 201 S. Biscayne Blvd., Miami Center Miami Center Office Tower, Miami, FI 33131, , United States of America • Current Job Title: Relationship Officer SAFE Act - C 12 • Current Officer Title: AVP - Assistant Vice President (OFFICER TITLE) • Scheduled Hours: 40 • Full/Part Time: Full time Regards, HR Shared Services @Wynwoodhousecuts �Wynwoodhousecuts@gmail.com 786-438-9109 Common Checkout Payment Pecelec 4041125, 3,48 P$ Tyler Payments Services Payment Receipt Confirmation Your payment was successfully processed. Transaction Summary Receipt Confirmation description Amount Total Payment To Division of Corporations $160.00 Service Fee S0.00 Total Amount Paid $160.00 Transaction Detail Still Description Unit Price Quantity Amount 70047276B067NEW New Limited Liability Company $160.00 1 $160.00 Service Fee S0.00 $0.00 Total Amount Paid $150_00 Customer Information Customer Name Ramon Valentin Receipt Data 4/24f2028 Local Reference ID 100,172766067 NEW Receipt Time 03:48:09 PM EDT Payment Information Payment Type Credit Card Credit Card Number 3266 Credit Card Type MAST Order ID 271665910 Name on Credit Card Ramon Valentin Billing Information Billing Address 102 SW eth Ave Address 2 Apt 703 Billing City, State Miami, EL Billing Zip/Postal Coda 33130 Country US Visit Wer•rech..com/rmtd for license information and disclosures_ NTC Services, LLC dhe Tyler Payments Services • 7701 College Boulevard, Overland Park KS 662t0 (888) 853.O663 MC Payment Solutions in Hawaii, New .jersey & Wisconsin @Wynwoodhousecuts ��Wynwoodhousecuts@gmail.com 786-438-9109 B A 12 B h: R S H O P /. FLAGSHIP GROOMING EXPERIENCE Request Letter From Ramon Valentin and Jason Medina Dear Members of the Omni CRA Board, As we move forward with our proposal for Wynwood House Cuts, we would like to respectfully explore potential support mechanisms that would allow us to successfully deliver a high -quality, community -driven concept aligned with the goals of the Omni CRA. Given that the project requires a full build -out of a grey -shell commercial space, we anticipate investing approximately $100,000—$150,000 in construction, equipment, and design to create a flagship -level barbershop experience that reflects the cultural identity of Wynwood. In order to execute this vision at the highest level while also allocating resources toward community initiatives, local hiring, and artist collaborations, we would like to inquire about the availability of: • A Business grant or tenant improvement contribution in the amount of $50,000 to support build -out costs • A favorable lease structure in the range of $30—$40 per square foot, allowing the business to maintain long-term sustainability and reinvest in community impact efforts. @Wynwoodhousecuts Wynwoodhousecuts@gmail.com �786-438-9109 This request is made with the intention of ensuring that Wynwood House Cuts can serve not only as a successful business, but as a long-term community anchor that actively contributes to job creation, economic activity, and neighborhood engagement. We are fully committed to this project and are prepared to make a significant financial investment of our own. With the support of the Omni CRA, we are confident in our ability to deliver a concept that aligns with your mission and adds lasting value to the community. We appreciate your consideration and would welcome the opportunity to further discuss how this support can help bring this vision to life. Sincerely, Ramon Valentin Jason Medina @Wynwoodhousecuts Wynwoodhousecuts@gmail.com 786-438-9109 I I 0 U S L g C U T S V 12 I3 F. N S H U 1' A FLAGSHIP GROOMING EXPERIENCE Thank you April 28, 2026 Omni Community Redevelopment Agency 1401 North Miami Avenue, 2nd Floor Miami, FL 33136 Re: Wynwood House Cuts — Business Proposal. Submission Dear Members of the Omni CRA Board, We want to personally thank you for the time, attention, and consideration you have given to our proposal for Wynwood House Cuts. We understand the importance of the decisions you make and the impact they have on the future of our community, and for that, we are truly grateful. This project is more than a business to us it's a vision built on purpose, passion, and a deep respect for the Wynwood community. Wynwood House Cuts is designed to be a flagship grooming experience, but more importantly, a place where people feel seen, welcomed, @Wynwoodhousecuts ��Wynwoodhousecuts@gmail.com 786-438-9109 and connected. A place that reflects the culture, energy, and identity that makes Wynwood so unique. We believe in creating something that goes beyond transactions a space that generates opportunity, supports local growth, and becomes part of the fabric of the neighborhood. Our goal is not only to operate a successful business, but to contribute meaningfully to the continued revitalization of the Omni CRA district and to the people who call it home. We are proud of what we have built in this proposal, and even more inspired by the possibility of bringing it to life. It would be an honor to partner with the Omni CRA and to contribute to the vision you continue to shape for this community. Thank you again for your time, your leadership, and your commitment to creating opportunities for businesses like ours. We look forward to the opportunity to move forward together. With sincere appreciation, Ramon Valentin Jason Medina @Wynwoodhousecuts ��Wynwoodhousecuts@gmail.com 786-438-9109 cO0 Om m -n r- r n Om 0 rn 7 (7) -u r- 7 NV1d OOH 03S0d02:1d EXHIBIT G SITE IMPROVEMENT PLAN 1 IIII II IIII I (I IF Ty I II II II I I I ll 11 11 . . . . 1.1 i ff I 1 II [i 1 - . ' ° I , ......... — 1 4 1 a PROPOSED TENANT BUILD.OUT FOR VVYNWOOD HOUSE CUTS 2021N MAW AK RETAIL LINT 04 IA.M. R. $h27 Olivera, Rosemary From: De Los Santos, Jesly Sent: Monday, October 19, 2026 4:17 PM To: Hannon, Todd Cc: Ewan, Nicole; Olivera, Rosemary; Suarez, Carlos I; Berrios, Ivonne; Brako, James; Garcia, Aida; Simpson, Andre Subject: Re: Completed with Docusign: 26-1483 - Wynwood House Cuts, LLC - Folio 01-3125100-0010 - Sublease Ag... Good afternoon, Please find enclosed a fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. 26-1483 - Wynwood House Cuts LLC - Sublease Agreement - Wynwood Works - Fully Executed Best regards, Omni CRA Jesly De Los Santos Executive Assistant Omni Community Redevelopment Agency 50 Northwest 14th Street Miami, FL 33136 (305) 679-6856 jdelossantos@miamigov.com Disclaimer: This e-mail is intended only for the individual(s) or entity(s) named within the message. This e-mail may contain legally privileged and confidential information. If you properly received this e-mail as a client or retained expert, please hold it in confidence to protect the attorney -client or work product privileges. Should the intended recipient forward or disclose this message to another person or party, that action could constitute a waiver of the attorney -client privilege. If the reader of this message is not the intended recipient, or the agent responsible to deliver it to the intended recipient, you are hereby notified that any review, dissemination, distribution or copying of this communication is prohibited by the sender and to do so might constitute a violation of the Electronic Communications Privacy Act, 18 U.S.C. section 2510-2521. Please notify us by reply e-mail and delete the original message. Nothing in this e-mail message shall, in and of itself, create an attorney -client relationship with the sender. Under Florida Law, e-mail addresses and the contents of the e-mail are public records. If you do not want your e-mail address, or the contents of the e-mail, released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by phone or in writing. From: Docusign via Docusign <dse_NA3@docusign.net> Sent: Monday, October 19, 2026 3:02 PM To: De Los Santos, Jesly <JDeLosSantos@miamigov.com> Subject: Completed: Complete with Docusign: 26-1483 - Wynwood House Cuts, LLC - Folio 01-3125100-0010 - Sublease Ag... CAUTION: This is an email from an external source. Do not click links or open attachments unless you recognize the sender and know the content is safe. 1 All signers completed Complete with Docusign: 26-1483 - Wynwood House Cuts, LLC - Folio 01-3125100-0010 - Sublease Ag... Powered by 1 docusign Do Not Share This Email This email contains a secure link to Docusign. Please do not share this email, link, or access code with others. Alternate Signing Method Visit Docusign.com, click 'Access Documents', and enter the security code: E3D8BE93446C8CA981964A6F95381E3B3 Copyright © 2026 Docusign, Inc. All rights reserved. 221 Main Street, Suite 1550 San Francisco, CA 94105 This message was sent to you by Jesly De De Los Santos who is using the Docusign Electronic Signature Service. If you would rather not receive email from this sender you may contact the sender with your request. 2 Contact Us Terms of Use Privacy Support Report Email Download the Docusign App