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HomeMy WebLinkAboutAttachment B SUBTHIS DOCUMENT IS A SUBSTITUTION, ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (",Sublease"), made this day of , 2017 ("Effective Date"), by and between the CITY OF MIAMI, a municipal corporation of the State of Florida having its offices at 3500 Pan American Drive, Miami, Florida 33133 ("Sublessor" or "City") and NKMIA, LLC, a Delaware limited liability company, having its offices at 1175 NW South River Drive, Miami, Florida 33136, ("Sublessee"). The Sublessor and Sublessee, (together the "Parties") hereby recite: RECITALS WHEREAS, Fashion designer Naeem Khan is relocating his New York -based corporate headquarters to the City, specifically to County -owned property located at 1175 NW South River Drive, and his company, NKMIA, LLC ("NKMiA") has executed a ninety (90) year lease agreement with Miami -Dade County ("County") for said County -owned property; WHEREAS, NKMIA received approval for the construction of two buildings that will house the corporate headquarters, a manufacturing facility and a fashion school and received approval for the construction of a public riverwalk and new seawall ("Project"); WHEREAS, NKMIA has requested the City sublease the premises owned by the State of Florida Department of Transportation ("Department") located under the N.W. 12th Avenue Bridge, also known as Parcel No. 4454, as more particularly described in Exhibit "A" ("Property") for parking purposes only; WHEREAS, the Department approved the City to sublease the Property under that certain Lease Agreement dated the day of , 2017 ("Lease"); WHEREAS, it is the mutual desire of the Parties that the Property be subleased for the purposes set forth in this Sublease, subj ect to and upon the express terms and conditions contained herein. NOW THEREFORE, in consideration of the mutual promises of the Parties contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sublessor and the Sublessee agree as follows: The foregoing Recitals are hereby incorporated into this Sublease by this reference as if set out in full in the body of this Sublease. 1. Property and Term. The Sublessor does hereby sublease unto the Sublessee the Property, for a term of ten (10)years._.. beginning and ending . This Sublease may be File No. 2276 Page 1 of 14 renewed for an additional ten (10) years term; however, in no event shall this Sublease extend beyond the expiration of the total term of the Lease. Sublessee shall provide Sublessor 150) days advance written notice of its intent to exercise the renewal option. 2. Use, The subleased Property shall be used solely for vehicle parking purposes. If the Property is used for any other purpose, the Sublessor shall have the option to immediately terminate this Sublease. The Sublessee shall not use or permit any use of the Property in any manner that would obstruct or interfere with the operation or maintenance of any transportation facilities owned by the Department. Sublessee shall use the Property in accordance with applicable federal, state, local laws, rules and permits, as the same may be constituted including without limitation, those of the City and the Department. 2.1 Users. The Parties hereby agree to allow the following number of parking spaces to be reserved for the Sublessor, Sublessee, and the Department's bridge tender, collectively the ("Users"): • Sublessee: 31 spaces • Sublessor: 10 spaces • Bridge Tender: 1 space 2.2 Signage. In addition to any other signage that is required by statue, regulation, ordinance or applicable law, the Sublessee, at its own cost, may conspicuously display signage on or about the Property advising that the subject Property is a parking lot for the Sublessee and Sublessor, and all unauthorized vehicles will be towed at the expense of the vehicle's owner. Such signage may also advise that the owner, Sublessor and Sublessee, of the Property is not liable for any loss or damage to any vehicle, or the contents of any vehicle parked on or about the Property. All signage shall be submitted to Sublessor and the Department for approval, which approval shall not be unreasonably withheld. 3. Rent. In exchange for the Improvements provided, no rent payments shall be required of the Sublessee during the initial ten (10) year term. Thereafter, Sublessee shall pay the going market rate, per a City -approved State of Florida certified appraisal, for those spaces used by the Sublessee, with Sublessee's total monthly payment made in two (2) equal parts of fifty percent (50%) each to the City and the Department. The Parties agree that the Sublease shall be modified accordingly. 4. Improvements. The Sublessee agrees to construct a new parking facility, as described in the attached Exhibit `B" ("Improvements"), at the Sublessee's sole cost and expense. Sublessee shall construct the Improvements on the Property within twelve (12) months of the Effective Date. Sublessee shall submit to the Department and Sublessor for approval (not to be unreasonably withheld, delayed, or conditioned) its plans (defined below) for the commencement and completion of the construction of the Improvements. The plans shall include construction and development plans for the Property ("Plans"). All Plans furnished under this Sublease are expressly subject to the Sublessor's and Department's written approval. The City Manager is hereby authorized to act on behalf of the City for purposes of such approval, and which approval he or she may not unreasonably withhold, condition or delay. Page 2 of 14 In the event that the Department or Sublessor disapproves the Plans, Sublessee shall modify the Plans in accordance with the reasons set forth in the disapproval notice, if applicable. The modified Plans shall be resubmitted to the Department and/or Sublessor for final review and approval within thirty (30) business days of receipt of the notice. No approval by the City Manager of any Plans furnished under this Sublease pursuant to this section of this Sublease shall relieve Sublessee of any obligation it may have at law to file such Plans with any department of the City, if applicable, or any other governmental authority having jurisdiction over the issues; or to obtain any building or other permit or approval required by applicable laws. Sublessee acknowledges that any approval given by the City Manager pursuant to this Section shall not constitute an opinion or agreement by the City that the Plans are structurally sufficient or in compliance with applicable laws. Subject to the provisions of this Sublease, Sublessee, at Sublessee's sole cost and expense, at all times during the Sublease term, shall make all repairs to all Improvements, including, without limitation, any repair or replacement to the Improvements. The Sublessee shall be responsible for maintenance and repairs to the Improvements to the Property throughout the term of this Sublease. Sublessee shall utilize the services of a licensed CEI firm that is pre -qualified with the State of Florida to perform the work, including all construction and engineering inspection work related to the Improvements at Sublessee's sole cost and expense. Said CEI shall certify the completion of the work, in accordance with final approved Plans, at the end of construction, in accordance with the provisions of the current Department Construction Project Administration Manual (CPAM). Should any changes to the Plans be required during construction of the Improvements, the Sublessee shall be required to notify the City and the Department of the changes and receive approval from the City and the Department prior to the changes being constructed. During construction, Sublessee shall be responsible for the maintenance of the Property all times, at Sublessee's sole cost and expense. Title to all Improvements, shall vest in the Department, free and clear of all liens and encumbrances. 5. Property to Remain Free of Liens. During the term of this Sublease, the Sublessee shall make, or cause to be made, prompt payment of all money due and legally owed to all persons doing any work, including subcontractors, or providing supplies and equipment in connection with the construction, reconstruction or operation of the Property. The Sublessee shall have no power or right to, and shall not in any way, encumber the Department's fee simple interest in the Property. If any liens or encumbrances shall at any time be filed against the Property, the Sublessee shall, upon acquiring knowledge of such lien or encumbrance, promptly take and diligently pursue a cause of action to have the same discharged or to contest in good faith the amount or validity thereof and, if successful in such contest, to have the same discharged. If Sublessee fails to discharge the lien, the Sublessor, in addition to any other right or remedy that it may have, may take such action as may be reasonably necessary to protect the City and Department's interests, and the Sublessee shall be responsible for any and all reasonable costs incurred by the Sublessor in connection with such action, including all reasonable legal fees, costs and expenses. Page 3 of 14 6. Insurance. In connection herewith, Sublessee shall obtain and maintain, or cause to be obtained and maintained, in full force and effect throughout the period of this Sublease, the insurance coverage set forth in Exhibit "C". Additionally, as may be required by state, county, or city laws from time to time for work conducted on or use of municipal properties, Sublessee shall obtain and maintain, or cause to be obtained and maintained, throughout or during the Sublease term, as applicable, such types and amounts of payment, performance, maintenance, or restoration bond(s) as shall be required to be reviewed and approved by the City's Risk Management Department. 6.1 Sublessee Contractors. Sublessee shall require any contractor of Sublessee's performing work on the Property to carry and maintain, at no expense to the Sublessor, those same specific insurance requirements as may be established by the City's Risk Administrator, and more specifically set forth in Exhibit "D". The Sublessor reserves the right to reasonably amend the insurance requirements herein as may be applicable in connection with the scope contemplated under this Sublease. Sublessor further reserves the right to request copies of all applicable policies in connection with this Sublease. 7. Indemnification. Sublessee shall indemnify, defend and hold harmless the Department and the City and its officials, employees and agents (collectively the "Indemnitees") from and against any and all third party loss, costs, penalties, fines, damages, claims, liabilities or expenses (including without limitation, reasonable attorneys' fees and costs through litigation and all appeals) (collectively, "Liabilities") by reason of any injury to, or death of, any person or damage to, or destruction or loss of, any property arising out of or resulting from or which is caused, in whole or in part, by the negligence of Sublessee or Sublessee representatives in the construction, maintenance, repair, and/or removal of the Improvements. Sublessee expressly agrees to indemnify, defend and hold harmless the Indemnitees, or any of them, from and against all Liabilities which may be asserted by an employee or former employee of Sublessee, or any of its contractors, or subcontractors, as provided above, for which the Sublessee's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar law. Sublessee further acknowledges that, as lawful consideration for being granted a Sublease to use the Property, Sublessee, on behalf of itself, its agents, invitees and employees, does hereby release from any legal liability the Department and the City, and its officers, employees and agents, from and against any and all claims for injury, death or property damage resulting from Sublessee's use of the Property. 8. Access to the Property. The Department and the City may enter the Property at any time without prior notice to Sublessee for any purpose, including, without limitation, performance of this Sublease agreement, observing and 'inspecting the Property maintaining, repairing and improving the transportation facilities and for any and all other lawful purpose the Department and the City determine necessary for the conduct of its business. 9. Termination. This Sublease may be terminated by the City immediately, without prior written notice, upon default by Sublessee hereunder, and may be terminated by either party without cause upon thirty QPLdays written notice to the other party. Page 4 of 14 10. Miscellaneous. Sublessee shall not, at any time during the Sublease term, enter into (i) any sublease, license, or concession with respect to the entire Property or (ii) sublease, assign or transfer this Sublease to any third party or parties, without first procuring the prior written consent of the City, which consent shall not be unreasonably withheld. Sublessee shall, in all material respects, at Sublessee's sole cost and expense, comply with all applicable federal, state, and local laws, and all applicable permitting and regulatory requirements, rules, regulations, codes, ordinances, and written policies now in force, or which may hereafter be in force, pertaining to Sublessee or its use of the Property, and shall faithfully observe in the use of the Property or in the performance of any alterations (including, without limitation, the construction of any Improvements) all applicable laws now in force or which may hereafter be in force. Any notice by the Parties required to be given must.be served by certified mail return receipt requested, or by hand delivery, addressed to Sublessor or Sublessee at: If to Sublessor at: City Manager City of Miami 444 SW 2nd Avenue, 10th Floor Miami, Florida 33130 With copies to: City Attorney City of Miami 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 City of Miami Director, Depart. of Real Estate & Asset Management City of Miami 444 SW 2nd Avenue, 3rd Floor Miami, Florida 33130 If to Sublessee at: Naeem Khan NK -MIA, LLC 1175 NW South River Drive Miami, Florida 33136 With a copy to: Shariq Khan NKMIA, LLC 1175 NW South River Drive Miami, Florida 33136 Daniel Zumpano, Esq. Zumpano Castro, LLC 500 S. Dixie Hwy. Ste. 302 Coral Gables, Fl. 33146 All notices given hereunder shall be effective and deemed to have been given upon receipt by the party to which notice is being given, said receipt being deemed to have occurred upon hand delivery, or upon such date as the postal authorities shall show the notice to have been delivered, refused, or deemed undeliverable, as evidenced by the return receipt or proof of deliver. Notwithstanding any other provision hereof, Sublessor shall also have the right to give notice to Sublessee in any other manner provided by law, but notice by publication shall not be valid where written notice is required by Sublessor. If there shall be more than one Sublessee, any notice required or permitted by the terms of this Sublease may be given by or to any one thereof, and shall have the same force and effect as if given to all thereof. Page 5 of 14 11. Job Creation Requirement and Compliance. Thirty-five percent (35%) of the jobs created by Sublessee shall be set aside for City residents; with an independent third party, properly licensed pursuant to Chapter 473, Florida Statutes, and possessing a minimum of two (2) years experience in contracts compliance, auditing, personnel administration or payroll enforcement, verifying and confirming monthly compliance with said job creation requirement, at the cost of Sublessee; with payment of a penalty to the City equal to the monthly fair market value of the parking spaces allotted to Sublessee per each month of noncompliance. 12. Entire Agreement. This instrument constitutes the sole and only agreement of the Parties, and correctly sets forth the rights, duties, and obligations of the Parties. There are no collateral or oral agreements or understandings between the Parties relating to this Sublease. Any promises, negotiations, or representations not expressly set forth in this Sublease are of no force or effect. This Sublease shall not be modified in any manner except through an instrument, in writing, executed by each Party. 13. Venue. This Sublease shall be governed by Florida law and all disputes arising out of the same shall be subject to the exclusive jurisdiction and venue of the state or federal courts located in Miami -Dade County, State of Florida, and the Parties consent to the exclusive personal jurisdiction and venue of these courts. Each party shall bear its own attorney's fees. 14. Non -Discrimination. In connection with the performance of any obligation under this Sublease, Sublessee agrees not to refuse to hire, discharge, promote or demote, or to discriminate in matters of compensation, against any person otherwise qualified on the basis of race, color, religion, national origin, gender, age, military status, sexual orientation, marital status or physical or mental disability; and further agrees to insert the foregoing provision in all subcontracts related to the performance of this Sublease. 15. Waiver. No waiver or breach of any provision of this Sublease shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 16. Third -Par Beneficiaries. Nothing in this Sublease, express or implied, is intended to (a) confer upon any person, other than the expressed Parties herein, any rights or remedies under or by reason of this Sublease as a third -party beneficiary, or otherwise; or (b) authorize anyone not a party to this Sublease to maintain an action pursuant to or based upon this Sublease. 17. Time of Essence. Time shall be deemed of the essence on the part of the Parties in performing all of the terms and conditions of this Sublease. Page 6 of 14 THE REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK IN WITNESS WHEREOF, Sublessor and Sublessee have executed this Sublease, or have caused the same to be executed, as of the date and year first above written. ATTEST: Todd B. Hannon City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: LE Ann -Marie Sharpe, Director Risk Management Department SUBLESSOR: CITY OF MIAMI, a municipal corporation of the State of Florida IC Daniel J. Alfonso City Manager APPROVED AS TO LEGAL FORM & CORRECTNESS: 51 Page 7 of 14 Victoria Mendez City Attorney SUBLESSEE: NK HA, LLC Name of Authorized Agent Title ATTESTED BY: CORPORATE SEAL By: Name Title Company Naine By: Name Title Company Name Page 8 of 14 Exhibit A Property Sketch and Legal Description (TO BE INCORPORATED PRIOR TO EXECUTION) Page 9 of 14 M 3i �%'.:+Y2}dB2 Bau 313]Y`til7.i — W�sn.rsm p� RL -N Giia'S®�07Dmn LTEFAZMTAMN ON SUE '434n 1:Em ORF NE?qE-dBJM4kSL—AFF 3AEEM KHAN STUDIO [S7s NVd 7E;7M RFiF a2PrlLE 12TH AVE BPJDGE PA.RIONG I SKO-01 ESJM.^,m M Each Occurrence Policy Aggregate $2,000,000 $2,000,000 City of Miami and FDOT listed as an additional insured Excess Follow Form over all applicable liability policies included herein V. Property Commercial Property Insurance covering the buildings, fixtures, equipment, inventory or contents, improvements, and betterments owned by NKMIA, LLC. The property policy shall, at a minimum, coverthe perils insured under the ISO Special Causes of Loss Special Form (CP 10 30), or a substitute form providing equivalent coverages, including debris removal, windstorm, hail and flood, demolition and increased cost of construction that are caused by Legal requirements regulating the construction or repair of damaged Facilities, including an ordinance and law endorsement, in an amount of not less than the replacement cost of the property insured. In addition, the property policy should include coverage for business interruption including extra expense coverage written on an actual loss sustained basis, if available, along with sprinkler leakage and plate glass if applicable. The amount of insurance shall equal the full estimated replacement cost of the Facilities owned by NKMIA, LLC. The City shall be included as an additional insured and loss payee under the commercial property insurance. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. The City reserves the right to request a certified copy of the insurance policy including all endorsements. In addition, the City must be provided with all applicable additional insured endorsements as noted in the insurance exhibit, which must be attached to each of the corresponding certificates of insurance. Page 12 of 14 IV IM IV Exhibit D INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE -CONSTRUCTION REQUIREMENTS NKMIA, LLC Commercial General Liability B. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Products/Completed Operations $1,000,000 Personal and Advertising Injury $1,000,000 C. Endorsements Required City of Miami & FDOT listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000 B. Endorsements Required City of Miami & FDOT listed as an Additional Insured Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit Umbrella Policy Page 13 of 14 A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $2,000,000 Aggregate $2,000,000 City of Miami & FDOT listed as an additional insured Excess Follow Form over all applicable liability policies contained herein V. Owners & Contractor's Protective Each Occurrence $1,000,000 General Aggregate $1,000,000 City of Miami & FDOT listed as named insured VI. Payment and Performance Bond $ Full Value City of Miami & FDOT listed as an Obligee VII. Builder's Risk Causes of Loss: All Risk of Direct Physical Damage or Loss Valuation: Replacement Cost Deductibles: 5% Wind, Hall, and Flood, $25,000 AOP Coverage Extensions included City of Miami listed as an additional insured and loss payee The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Page 14 of 14 SUBSTITUTED SUBLEASE' AGREEMENT THIS SUBLEASE AGREEMENT ("Sublease"), made this _ day of 2017 ("Effective Date"), by and bemcen the CITY OF MIAMI, a municipal corporation f the �State of Florida having its offices at 3500 Pan American Drive, Miami, Flol'ida 3313/3 '.Sublessor" or jt fLt "CiW') and NKMIA, LLC, a.Delaware limited liability company, having its o cesat].175NW 0 <1 u 'st South River Drive, Miarni, Florida 3313%, ("Sublessee"), The Sublessorand ublessee,(together. the "Parties") hereby recite: RECITALS NVIIIEREAS,Fashion desigiierNa,ceLaKliaiiisrelocatiiig ' Now Fork -based corporate headquaaers to the City, specifically to:County-owned property I atcd at 1. 175 NW South River Drive, and bis owupany., NKMIA, LLC ("NKMIA") has rutva a ninety (90) year lease " d p s r e o p C P a y "g 1/1A -uto as r agreement with the Miaini-Dade County ("County") for said ounty-owned property, c, u, _ 'r _tj0j WHEREAS, NKMIA -received approval for t. construction of two buildings that will Ig house the corporate headquiulers, a manufacturing cility arid a fashion school and received 11 approval for the c<)nstruction of a public riverwalk d newseawall ("Project"); WHEREAS, NK -MIA has requested d City sublease the premises: ownedby the State of �A. Florida Depailnwnt of Transportation C'De : rtment") located under tbeN.W. 12'� Avenue Bridge, also known. as Parcel No.. 4454, as more articularly described in Exhibit "'N' (Troperty") for -t '1on'­" P paring purposes only; I as /,n -,e a t approved WHEREAS,theDepartna t approved the City to sublease the Property under that certain.. Lease Agreerneut dated the day of 2017 ("Lease"); WHEREAS, it is* mutual desire of the Parties that the Property be subleased for the purposes set forth in this ublease,subjeato and upon the express terms and conditions.Qontained, hercin. f or th in this NOW T 'REFORK in consideration of the mutual proinises of the Parties contained 'C El 00 h,:xejn and oth- good and valuable consideration, the receipt and sufficiency of which are, he rQby acknowledg , the Sublessor and the Sublessee agree as follows. Thefbre ing Recitals are hereby incorporated into this Sublease by this reference, as if set out in full e budy of 'this S Lbleaso. I r t and Term. The Sublessor does hereby sublease unto the Sublessee the Property, for �Pa oe� c ,rm n d JuIOL 2027 . This -n I 0� en 9 erm of ten (10) years beginning AuL ist 1, 2017 an en -ding ,_,y SUBSTITUTED Sublease may be renewed for an additional ten (10) years term; however in no event shall. Sublease extend beyond the expiration of (lie total ternn of the Lease. Sublessee shall pr Sublessor(l50) days advance written notice of its intent to exercise the renewal option.. 2. Use, The subleased Property shall be used solely for vehicle parking purposes, if t e property is used for any other purpose, the Sublessor shall have the option to immediately r urinate this Sublease. The Sublessee shall not use or permit arty lie of the Property in any m ner that would obstruct or interfere with the operation or maintenance of any transportation f ilitios awned. by the Department. Sublessee shall use the Property in accordance with applicab federal, state, local laws, rules acrd. petraits,.ais tiac same maybe constituted including without mitation, those of the City and the Department, 2.1 Users. The Parties hereby agree to allow the following number o rking'spaces to be mserved for the Subl.easo:r, Sublcssce, and the Departrneut's bridge tender, lecfvely the ("Users"),: Sublessee; 311 maces Sublessor: 1 O spaces Bridge Tender: 1, sauce 2.2 Sim 1a e. In additionto any other signage that is r. wired by statue, regulation, ordiiumce or applicable law,. the Stihlessee, at its own cost, may c spicutously display signage on or aboLit the Property advising that the subbject Property is a pZoInf n lot for the Sublessee, the Sublessor and all unauthorized vehicles will be towed at the expo .the vehicle's owner. Such. signage may also advise - that the owiwx, Sub lessor and Sublesse of the Property is not liable fox any loss or damage tct any vehicle, cox- the:cont nt,; of an:y vehicl parked on or abo Lit the Property. All signage shall be submitted to Sublessor and the Departm for approval, which approval shall not be Unreasonably withheld. . Rent. In exchange far tle irmpr. ; etnents provided no rent payments shall be required of the Suhl:essee during the initial ten (" ) year term. Thereafter, Sublessce shall pay the going market trate, per a City-approvod Sta of Florida. certified appraisal, for :those spaces used :by the Sublessee, with Sublessee's cal monthly payment made in two (2) equal pacts of fifty percent (50%) each to the: City and. e :Department. The Parties agree that the Sublease shall be modified accordingly. 4. Ian rovs a gents. e Sublessee agrees to construct a new parking facility, as described in the attached ls'c ibit "Kveraents ("Improvements"), at the &iblessee's sole cost and expense, Sublessee shall construct tlae lin on the Property Within. twelve (12) months of the Effective late. Sublessee dial submit to the Department and Sublessor for approval (not to lac unreasonably withheld, d _aged, or conditioned) lts plans {defined below) for the commencement arid. complctio. cif alae construction of the Improvements, The plans shall include construction and developi ent plans for the Property O lmis' ill P �s fuiaished iirtdez this Sublease are expressly subject to theSublessor.'s and .Departtrterat's w ten approv 1. The City Manager is hereby authorized to act on behalf ofthe City for purposes such approval., and which. approvatbe.ar slat may not unreasonably withhold, condition or delay. SUBSTITUTED In the event that the Department or Sublessot disapproves the Plans, Sublessee shall mogdify the Plans in accordance with the reasons set forth in the disapproval notice, ifapplicable. Th/modified Plans shall be resubmitted to the Department and/or Sublessor for final review and apOval within thirty (30) business days.of.roccipt of the notice. No approval by the City Manager of any Plans fun-ished under this Subleas pursuant to this is Sub' eas .section of this Sublease shill relieve Sublessee of any obligation it may this at law to file such rn I Plans with any department of the City, if applicable, or any other governor tal authority having rm 0 , jurisdiction over the. issues; or to obtain any building or other pemnnit approval required by I I appli.cablelaws. Sublessee acknowledges that anyapproval given byt City Manager pursuant to this Section shall not constitute art opinion or agreement by t City that the Plans are, structurally sufficient or in compliance with applicable, laws.. Subject to the provisions of this Sublease, Sublessee, at e Subtess s sole cost mid expense, at all tirnes during the S ubluase term, shall ruake all repairs to all 21-:1pirovements, including, without limitation, any repair or replacement to the hnprocracnts. le Sublessee shall be responsible for I maintenance and repairs to the Improvements to the Prop - y throughout the tensa of this Suhlease, Sublessee shall utilize the services of a licensed CEI rn that is pre -qualified with the State of Florida. to perform the work, including fill. cot structs and engineering inspection work.related to tho Improvements, at Sublessee's sole cost and ex nse. Said CEI shall certify the completion of the work, in. accord aucc. with final approved Pla , at the end of construction, in accordance with, the provisions of the cuirent Department Cons uction Project Administration Martual (CPAM). s in g 01 pp a ov" d P ns s d e e x C c s' n I t 111 -1 1 Ictlo 0 It Cons. L t c _Jc 11 P r' b du re Ity th City and the 11 11 Y 0 to I �ln Should any changvs to the Plans be re ired during cunstruction of the finprovf.-meiits, the Sublessee shall be required to notify th City and the Department of the changes and -receive approval from the City and the De tmetit prior to the changes being constructa During tm 1 1, t consitruction, Sublessec sh.0 be res ortsible for the maintenance of the Property all times, at Sublessee's sole eost and expense. Titte to all Improvornents,' "ll vest in the Department, free acid clear of all liens and encumbrances. 7 5. Property toRen'taln Fixe of Liens. During (lie term of this. Sublease, the Sub.lQssec shall make, or cause to be made., pr rcpt pa)qnent of all money due and legally owed to all persons doing. any work, including sub.. n ractors, or providing supplies and equipment in connection with. the construction, recon 'ruc=tion or operation of the Property. The Sublessee shall have no power or right to, and shall of in any way, encumber the Depaili-nent's fee sirnple interest in the Property. If any Hens or c-�-urnbrances shall at any ties be filled against the Property, the Sublessee shall, 'upon acquiri knowledge, Of Such lien or encumbrance, promptly take an(] diligently pursue a n r t t t and n n d 0 s h g 0 's uO 0' n zany y 110 S _ r I upon qu n knowledge Ic 1� 0�' � f I cause of a ton to lliav,�-, the same discharged or to contest in. good faith the arnount or validity d f ceess -'r su �'e- Iereo f a d, if successfat in such contest, to have the same discharg(��d, If SublessQc f6ils to 11 r I disoha c the lien, the Sublessor, in addition to any other right or remedy that it may have, rnay 'z Ll 11 a 't n s In take uch action as may be reasonably necessary to protect the City and Department's interests, L ess art the Subtessec shall be responsible for any and all reasonable costs incurred. by the S ub lessor connection with,:smh action, including allreasonable legal fcis, casts :arid expenses. SUBSTITUTED f . lnsuauce, In c.onnection herewith, Sublessee shall obtain and maintain., or ealrsu to b obtained and maintained, in hill force and effect throughout the period of this Sublease, tinsurance coverage set forth in Exhibit "C". Additionally, as may be required by state, count , or'City laws from time to time for work conducted on or use of rnunicipal properties, Sub.le ee shall obtain oriel maintain, or cause to be obtained and maintained, throughout or during die ubleasc tom -n., as applic lble:, mclr types and amounts ofpayment, performance, maintenance, o restoration bond(s) as shall be required to be reviewed and approved by the City's Risk Man 3i.ent Department. .1. Sublessee Contractors, Sublessee shall require any contractor of essee's perfor ziagwork ori the Property to carry and .ermai.n:tai.n., at no expense to tlme Sublessor, tl se same speclf c insurm-ice , requirements as may be established by the City's .Risk Adnrinistrer, r:, and muore specifically set forth in Exhibit "D", The Sublessor reserves the right to reasonably aniend the insur)1ce requirements herein as may be applicable in connection with. the scope contemplated u;1iLn this Sublease. Sublessor further reserves the right to request copies of all applicable policie connection with. this Sublease. 7. Indemnification. Sublemee shall indemnify, defend nd hold harmless the Department and the City and its officials, employees and agents (cralleetiv y the "Indernnitees") from and against any and all third party loss, casts, penalties, fines, dace ges, claims, liabilities or eXpenses (including without limitation, reasonable attorneys' fees nd casts thra gh litigation and all appeals) (colleetively, "Liabilities') by reason of atny i ury to, or death of, any person or damage to, or destruction or toss of, any property arising or: of or resWting froe-n or which is .caused, in whole; or in part, by the negligence of Sublesse� or Sublessee representatives in the construction, maintenance, repair, wid/ rr removal the Imnprovelnents. Sublessee expressly agrees to indemnify, defend amid hold harnrles the Indem aitees, or ,any .of them, fioin and against all Liabilities which may be asserted by n employee or farmer employee of Sublessee, ori any of its contractors, or subcontractors, as rov ded above, for which the Sublessee's liability to such employee or former employee ould otherwise be limited to payments under state Workers' Compensation or similar law, , ubles,sm further ackrkowledges that, as lawful consideration for tieing gtwated a Sublease to I e the Property, Sublessee, on behalf of itself, its agents, invitees and employees, does hereby r lease from any legal liability the Department and the City, and its officers, employees and gents, from and against any and all claims for injury, death or property damage resulting froz ublessee's use of the Property. S. Access to the operty, The, Department and. the City may enter the Property at any time Without prior no ` e to Sublessee for any purpose, including, without limitation, perrorman:ee €�f this Sublease �ecct°nent, observing and inspecting the Property maintaining, repairing and. irrr/de iransportation facilities and fay- any and all others lawful purpose the Department and thi:ne.necessary for fire cemtidt�ct tf its brrgir�ess. 9. . This Sublease nay be terminated by the City imam-nediately, w thout prior written nofault lay Sublessee hereand:er, and mazy be terminated by either Harty without cause upda s written notice to the other party. SUBSTITUTED 10, Miscellaneous. Sublessee shall, not, at any time during the Sublease team, enter into (i) y sublease, license, or concession with to-spect to the entire Property or (ii) sublease, asci i or as C transfer this Sublease to any third p€ car parties, without first procuring the prior written. nsent of the City, which consent shall not be unreasonably withheld. Sublessee shall, in all material respects; at Sublessee's sole cost and exiwilso,COXply with all applicable federal, state, and local imus, and all applicable permitting sMdregullaltlo rules, regulations, codes, ordinances, and written policies now in force, orwhict iayhorcafterbe in force, pertaining to Sublessee or its use of the Property, and shall faithfilll observe ill the use of the Property or in the perl"Orniance of any alterations (includw out out limitation, the construction of any Improvements) all applicable laws now in force or w h. may hereafter be in force. Any notice by t Parties required to be .given must bQ served b-, 4ertih-ed mail, return receipt ry, at; requcsted, or by hand delive addressed. to Sublessor or Subli X1, If to sublessor at: City Manager City of Miami 444 S W 2fid Avenue, I Oth Floor Miami, Florida 33130 With copies to, City Attorney City of Miarni 444 SW .2nd, Avenue, 9th Floor Miami, Florida :331.30 Oty of Miami Director, Dep4m of Real. Management City of Miami 444 SW grad Avenue, 3. Floor ' /_- _Miami, Florida 3'13 If to Subless6e at: Naetmi NK.MkA,.LLC v117 NW South River Drive azi, Florida 33136 With a copy to: Shariq Khan NKMIA,'LLC 1175 NW South River Drive Miami, Florida 33136 Daniel Zumpano, Esq. & As-s.et Zuinpano Castro, LLC 500 S. NNie Hwy, Ste. 302 Coral Ciables, Fl, 33146 AlAll notices iereunders;hall be effective and deemed. to have been -given upon receipt by the pparty to whin notice is being given, said receipt being deerned to have occurred. upon hand delivery, or pon such date as the postal mithorities shall show the notice to have been delivered, - d rt 'i' Y ot vel." 0 Y ce W 0 give P reftised deemed undeliverable, as evidenced by the return receipt or proof of deliver. m N 0 i /' otwith anding any other provision hercof,-Sublessor shall also have the right to give rtotice to , t j , an 0 Suble cc in, any other manner provided bylaw, but notice by pubb cation shall not bevalid wbem writ - j� Ti ii.ii.oticeisrcqLitredbyStib.lessor, ffthere shall be mom than one Sublessee, any notice permitted re uired or permitted bythe terms off: this Sublease may be given by or to any ono thereovf, and all ha I ve t e 9 , gall have the same f6rce and effect as if given to all thereof, SUBSTITUTED I.I. Entirepreemejit. This instrument constitutes the sole and only agreement of e Parties, and correctly gets forth the rights, duties, and obligations of the Parties. There 're "i'e no*"' . a"cral or oral agreements or understandings between the, Parties relating to this Subleai8e. ny Promises, negotiations, or representations not expressly set fbith in this. Sublease ale 0 e or effect, This Sublease shall. not be .modified in any manner exupt through an ills in writing, executed by each Party. 12. Venice. This Sublease shall be governed by Florida law and all disput arising out of the same 'i, pu shall be subject to the exclusive Jurisdiction and venue of the state o, -federal courts located. in o Miarni-Dade County, State of Florida, and the Parties consent to the c usive personal jurisdiction and venue of these courts. Each arty shall bear its own. attorney's es. p t/� 13. Non-DRkrimination, In connectioa with the Perfoi Sublease, Sublessee agrees not to refuse to him, discharge, in matters of col'111pen sation, against any person ofherwis6 religion, national. origin, gender., age, military status,.scxu?-d'1 or mental disability; and further agrees. to insert the fore, it to the perfon-nance of this Sublease. 1.4. Waiver. No waiver, or bre=h of any Prov any subsequent breach of the same or any other unless made in writing. ma�le of any obligation tinder this noL )r nctt7.rdeinote,ortodiscriiiiinate ,vr �ualified on the basis of race, color, orientation, marital status orphysicat g provision in all subcontracts related of this Stiblease shall constitute a waiver of cion hereof, and no waivers' shall be effective 15. ThJrd-Part_ _Benef1qiarJes. . No -thing ' this Sublease, express or implied, is inwnded to (a) confer -upon any person, other than the c pressed. Parties herein, any .nights or remedies wader or h/ by reason of this Sublease, as a third -pa beneficiary, or otherwise; or (b) authorize anyone not a. party to this Sublease to maintain ar�, tion pursuant to or based upon this Sublease. :16. TI -me of Essence. Time shall e. deemed Of the essence on the part of the Parties in. porl'orming all of the terms and ca shall SWease, THE REMAINDER OF T14E PAGE INTENTIONALLY LEFT BLAND SUBSTITUTED IN WITNESS WHEREOF, Sublessor and Sublessee have executed this Sublease, or caused the same to be emmuted, as of the date mid yearfirst above written. By: --- Todd. 8. Hannon City Clerk APPROVED AS TO REQ1JIRFMENTS- SUBLESSOR: CITY OF MIAMI, of the State of Florlda By- Daniel J. Alfb City Manager coqoralion APPROVED AS TO LEGAL FORM & CORRECTNESS: By: By: Ann -Marie Sharpe, Dir for Victotia Wndez Risk Managemo Ike -.ailment City Attomey ,7 E E 122 SUBSTITUTED r4 SUBSTITUTED 42 ROW40 SPAM 4 1 � NAEW KHAN STUDIO m;%w Wtw's d 0 SA= ClW Cl- 1 r14 i��'f `A3if Yv�Cz Tta �"d ERF. i+4Eid' A°5if.' R9C3R`1&# 12TH AVE BRIDGE PARKING lso.01 Y& tw tsi as s`a ea tsa C C%l W C � h 04 4N w+ \ d SUBSTITUTED Exhibit C INSURANCE REQUIREMENTS-NKMIA, LLC OPERATING PHASE I. Corrinnercial General Liability A, Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,f3 0,000 General Aggregate Limit $ , 00,0300 Personal and Adv, Injury 1,000,000 Products/Completed Operations $1.,000,000 B, Endorsements Required City of Miami and FD OT listed asadditional i ured Primary Insurance. Clause Contingent & Contractual Liability Premises and Operations Liability Explosion, Collapse and Undergroun Hazard ll. Business Automobile Liability A. Limits of Liability Bodily Injury and Property arnage Liability Camiined Single Limit 3urned/Scheduled' Au s Including Hired, Bor wed or Nan-COwned Autos Any One Accident ;1.,000,000 13. Endorsements egdined City of Mi i and l~CO(OT listed as an additional insured M. Worker's pit f L..ia bility tory-State of Florida Iver of Subrogation player's Liability A< Limits of Liability $1,000,0f30 for bodily injury caused by an accident, each accident $1.,000,000 for bodily injury caused by disease, each employee $1,000,M0 for bodily injury caused by disease, policy limit IV. Urnbrelia Liability (Excess Follow Forma) Each Occurrence Policy Aggregate SUBSTITUTED $ ,000,000 $ 2,000,000 City of Miami and FOOT listed as an additional insured Excess Follow Form overall applicable liability policies included herein V.. Property Commercial Property Insurance covering the buildings, fixtures equipment, inventory or, contents, improvements, andbetterments owned by NKIVII.A, i . The property policy shall, ata rninimurn,.cover the perils insured under the I,$( pecIlaI . uses of loss Special Form (CP 10 30), or a substitute fiirm providing equivalent cover ges, including debris removal, windstorm, bail and flood., demolition and increased cost f construction that are caused by Legal requirements regulating the construction or repa' of d.ama,ged Facilities, including an ordinance and law endorsement, in an amount of no ess than the replacement cast of the property insured. In addition, tate. pro laerty poli should include coverage for business laterruption including extra expense coverage Itten on an actual loss sustained basis, if available, along with sprinkler leakage and plat glass if applicable: The amount of insurance shall equal the owned by N KM IA, ILC. � The City shall be included as an property insurance.. estimated replacement cost of the Facilities insured and loss payee under the commercial The above policies shall provide the. City oiami with written notice sof cancellation or material change from the insurer in. accordance t pialicy provisions.. Companies authorized.to do business n the State of. Florida, with the following qualifications, shall issue all insurahce pollciies required abov The cornpany must berated no ess than "fi«ry" as to management, and rte less than "Class iP" as to inanciai.5trer�/dItIon, e lot t editiran of best's irtsuranculde, published by A.M. Best Corpariy, Ol�dwick, New Jits quivalent. All policies and /or certificates of insurance are subject to review and verb lsk Mam%emerit prior to Insurance approval.. The City reservht to request a certified copy of the insurance po icy including all endorsements.on, the City must be provided with all applicable additional insured endarserrients In the insurance exhibit, which must be attached to each efthe corresponding certificates of` 1. SUBSTITUTED Exhibit l) INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE -CONSTRUCTION REQUIREMENTS NKMIA, LLC 1. Commercial General Liability B. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit .Prod Octs/Cor'npleted Operations Personal and Advertising Injury C. Endorsements Required City of Miami &. FDOT ilsted as an additional i Contingent and Contractual Liability Premises and Operations Liability Explosion, Collapse and Underground Ha rd Primary Insurance Clause Endorsement IV, Business Automobile Liability A, Limits of Liability Bodily Injury and /!red e. Liability Combined Single Limit Any Aute Including Hired, B -Owned Autos Any One Accident S, Endorsements Re real City of MiaZation FDOT listed as an Additional insured V. Worker's Cern Limits of Statutory tate of Florida V1ial;er fsubresgation Emp yer's Liability Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. 1,0)00,000 for b..odiiy injury caused by disease, each employee $1,000,000 for bodiiy injury caused by disease, policy limit Umbrella Policy E cis a� E SUBSTITUTED A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $2,000,000 Aggregate $2,000,000 City of Miami & FDOT listed as an additional insured Excess Fallow Form over all applicable liability policies contained h ein V. Owners & Contractor's Protective Each Occurrence $1 00,000 General Aggregate ,000,000 City of Miami & FDOT listed as named insured VI. Payment and Performance Bond $ mull Value City of Miami & FDOT listed as an Obligee Vii. guilder's risk Causes sof Loss: All Risk of Direct Physic Damage or Loss Valuation, Replacement Cast Deductibies: 5% Wind, Hails and Flo d, $25,000 AOP Coverage Extensions included City of Miami listed as an addti nal insured and loss payee The above policies shall provide the City of !am! with written notice of cancellation or material Change from the insurer not. less than (3 slays prior to any such cancellation or material change, or In accordance to policy provisions. Compariies authartzed to do bu.sl.ne in the State of Florida, with the following qualifications., shall issue all Insurance policies required ab e: The company must be rated n less than `A-" as to management, and no lass than "Class V11 as to Financial Strength:, by the la st edition of .Best's Insurance Guide, published by A.M. Best Company, Ctldwi.ck, New Mersey, or it. equivalent. All policies and /or certificates of €nsurance are subject to review and verification Risk Management prior to insurance approval.. SUBSTITUTED CITY OF MIAMI, FLORIDA NOTICE OF PUBLIC HEARING A public hearing will be held by the City Commission of the City of Miami, Florida oplThursday, July 13'", 2017, at 9:00 A.M. at Miami City Hall, located at 3500 Pan American Dri Miami, Florida 33133, for the purpose of granting the following: A RESOLUTION OF THE MIAMI CITY COMMISSION, AUTHOR ING THE CITY MANAGER TO EXECUTE A SUBLEASE AGREEMENT ("SUBLEAS "), BETWEEN THE CITY OF MIAMI ("CITY") AND NKMIA, LLC, A DELAWARE LIMITED LIABILITY COMPANY ("NKMIA") FOR PREMISES LOCATED UNDERNEA NORTHWEST 12TH AVENUE BRIDGE ("PROPERTY"), WITH TERMS AND CONDITIONS MORE PARTICULARLY DESCRIBED IN SAID SUBLEASE, W ICH TERMS MAY BE AMENDED BY THE CITY MANAGER AND APPROVED BY HE CITY ATTORNEY, AS MAY BE NECESSARY IN ORDER TO MEET THE BEST) EREST OF THE CITY. Said proposed resolution may be inspected by the public at t e Office of the City Clerk, 3500 Pan American Drive, Miami, Florida 33133, Monday through Fr'day, excluding holidays, between the hours of 8 a.m. and 5 p.m., or http://miamifl.igm2.com five ays before the date of the Commission Meeting. The Miami City Commission requests all interestedies be present or represented at the meeting and may be heard with respect to any propos afore the City Commission in which the City Commission may take action. Should an/per n desire to appeal any decision of the City Commission with respect to any matter to be cred at this meeting, that person shall ensure that a verbatim record of the proceedings is mading all testimony and evidence upon which any appeal may be based (F.S. 286.0105). In accordance with the Americans wi Disabilities Act of 1990, persons needing special accommodations to participate in this pr Gooding may contact the Office of the City Clerk at (305) 250-5361 (Voice) no later than five (5) siness days prior to the proceeding. TTY users may call via 711 (Florida Relay Service) no later t n five (5) business days prior to the proceeding. (City Sea[) #28774 Todd B. Hannon City Clerk 0 zo