City of Miami 819 NW2nd Ave 3rd Floor Miami, FL. 33136 http/miamicra.com  Meeting Agenda Thursday, October 24, 2024  10:00 AM City Hall 3500 Pan American Drive Miami, FL 33133  SEOPW Community Redevelopment Agency  Christine King, Chair, District Five Miguel Angel Gabela, Board Member, District One Damian Pardo, Board Member, District Two Joe Carollo, Board Member, District Three Manolo Reyes, Board Member, District Four SEOPW CRA OFFICE. ADDRESS: 819 NW: 2ND AVENUE, 3RP FLOOR MIAMI, FL3 33136 Phone: (305) 679-6800! Fax (305)6 679-6835 www.miamicra.com    Southeast Overtown/Park' West CRA  Meeting Agenda  October 24, 2024  CALL TOORDER CRA PUBLIC COMMENTS MINUTES APPROVAL  1. Saturday, September 07, 2024 2. Thursday, September 26, 2024  CRA RESOLUTION  1. 16742  CRA RESOLUTION  A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWNPARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENTIS), AUTHORIZING A HOUSING SUBSIDY AGREEMENT CAGREEMENT), RETROACTIVE TO OCTOBER 1, 2024, IN SUBSTANTIALLY THE FORM ATTACHED AS EXHIBIT "A," BETWEEN THE SEOPW CRA AND BLOCK 55 RESIDENTIAL, L.P., A FLORIDA LIMITED PARTNERSHIP ("OWNER"); AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS IN FIVE (5). ANNUAL INSTALLMENTS OF ONE MILLION SIX HUNDRED THOUSAND DOLLARS AND ZERO CENTS ($1,600,000.00) ("FUNDS"), IN AN AGGREGATE AMOUNT NOT TO EXCEED EIGHT MILLION DOLLARS AND ZERO CENTS $8,000,000.00) ("PURPOSE"), SUBJECT TO THE AVAILABILITY OF FUNDING FROM ACCOUNT NO. 10050.920101.883000.0000.00000; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY, INCLUDING ANY AND. ALL AMENDMENTS THERETO, ALL IN FORMS ACCEPTABLETO COUNSEL; PROVIDING FOR THE INCORPORATION OF RECITALS AND  AN EFFECTIVE DATE. File # 16742 - Exhibit A  City of Miami  Page 2  Printed on 10/17/2024    Southeast Overtown/Park' West CRA  Meeting Agenda  October 24, 2024  2. 16741  CRARESOLUTION  A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT/S), BY A FOUR-FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING, ATTACHED AND NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS, PURSUANT TO SECTIONS 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA, AND WAIVING SAID PROCEDURES; AUTHORIZING THE EXECUTIVE DIRECTOR TO DISPERSE GRANT FUNDS, IN AN AMOUNT NOT TO EXCEED TWO MILLION DOLLARS AND ZERO CENTS ($2,000,000.00) ("FUNDS") AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION, SUBJECT TO THE AVAILABILITY OF FUNDING TO HARLEM SQUARE LLC, A FLORIDA LIMITED LIABILITY COMPANY, TO UNDERWRITE COSTS ASSOCIATED WITH THE DEVELOPMENT OF "HARLEM SQUARE," A FULL SERVICE SUPPER CLUB, LOCATED AT 173 N.W. 11TH STREET, MIAMI, FLORIDA 33136 ("PURPOSE"); FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR INCORPORATION OF  INCORPORATED HEREIN AS EXHIBIT "A,"  THAT COMPETITIVE  RECITALS AND AN EFFECTIVE DATE. File # 16741 - Exhibit A File # 16741 - Notice to the Public File # 16741 - Backup  City of Miami  Page 3  Printed on 10/17/2024    Southeast Overtown/Park' West CRA  Meeting Agenda  October 24, 2024  3. 16826  CRARESOLUTION  A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT/S), BY A FOUR-FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS, PURSUANT TO SECTION(S) 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA; WAIVING SAID PROCEDURES FOR COMPETITIVE SEALED BIDDING; AUTHORIZING THE EXECUTIVE DIRECTOR TO DISPERSE FUNDS, AT HIS DISCRETION, ON A REMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION, SUBJECT TO THE AVAILABILITY OF FUNDING, FROM THE CORRESPONDING ACCOUNT NO. OTHER GRANT AIDS / NON - TIF REVENUE FUND -1 10051.920101.883000.0000.00000, IN AN AGGREGATE AMOUNT NOT TO EXCEED ONE HUNDRED EIGHTY THOUSAND DOLLARS AND ZERO CENTS ($180,000.00) ("FUNDS") TO ASSIST THE ORGANIZATION SET FORTH IN EXHIBIT "B," ATTACHED AND INCORPORATED HEREIN, IN PROVIDING YOUTH TRAINING PROGRAMS, AS DESCRIBED IN THEIR RESPECTIVE PROPOSAL, AS SET FORTH IN EXHIBIT "C," WITHIN THE REDEVELOPMENT AREA IN FISCAL YEAR 2024-2025 (PURPOSE); FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE.  File # 16826 Exhibit A File # 16826 - Exhibit B File # 16826 - Exhibit C File # 16826 - Notice to the Public  City of Miami  Page 4  Printed on 10/17/2024    Southeast Overtown/Park' West CRA  Meeting Agenda  October 24, 2024  4. 16827  CRARESOLUTION  A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT/S), BY A FOUR-FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS, PURSUANT TO SECTION(S) 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA; WAIVING SAID PROCEDURES FOR COMPETITIVE SEALED BIDDING; AUTHORIZING THE EXECUTIVE DIRECTOR TO DISPERSE FUNDS, AT HIS DISCRETION, ON A REMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION, SUBJECT TO THE AVAILABILITY OF FUNDING, FROM THE CORRESPONDING ACCOUNT NO. OTHER GRANT AIDS / NON - TIF REVENUE FUND - 10051.920101.883000.0000.00000, IN AN AGGREGATE AMOUNT NOT TO EXCEED ONE HUNDRED SIXTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS ($167,500.00) ("FUNDS')TO ASSIST THE ORGANIZATIONS SET FORTH IN EXHIBIT "B," ATTACHED AND INCORPORATED HEREIN, IN PROVIDING ARTS & CULTURE PROGRAMS FOR THE PRESERVATION OF HISTORICAL CULTURAL HERITAGE, AS DESCRIBED IN THEIR RESPECTIVE PROPOSALS AS SET FORTH IN EXHIBIT "C," WITHIN THE REDEVELOPMENT AREA IN FISCAL YEAR 2024-2025 ("PURPOSE"): FURTHER. AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR THE INCORPORATION OF RECITALS AND ANI EFFECTIVE DATE.  File # 16827 - Notice to the Public File # 16827 - Exhibit A File # 16827 - Exhibit B File # 16827 - Exhibit C  City of Miami  Page. 5  Printed on 10/17/2024    Southeast Overtown/Park' West CRA  Meeting Agenda  October 24, 2024  5. 16740  CRARESOLUTION  A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENTIS), AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE A NEW LEASE AGREEMENT ("LEASE"), IN SUBSTANTIALLY THE FORM ATTACHED AS EXHIBIT "A," WITH BLOCK 55 ORG OWNER, LLC, A FLORIDA LIMITED LIABILITY COMPANY ("BLOCK 55") FOR 1,000 SQUARE FEET OF RETAIL AND/OR COMMERCIAL SPACE ("PURPOSE") AT 249 N.W. 6TH STREET, SUITE 108, MIAMI, FLORIDA, 33136 ("PROPERTY), FOR A TEN (10) YEAR INITIAL TERM, AT A TOTAL BASE RENT OF TWENTY THOUSAND DOLLARS AND ZERO CENTS ($20,000.00) ANNUALLY, WITH A FIVE PERCENT (5%) ANNUAL INCREASE AFTER THE FIRST LEASE PERIOD, 10050.920101.544000.0000.00000; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY, INCLUDING ANY AND ALL AMENDMENTS THERETO, ALL IN FORMS ACCEPTABLE TO COUNSEL; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE.  ALLOCATING  FUNDS  FROM  ACCOUNT  NO.  File # 16740 - Exhibit A  6. 16828  CRARESOLUTION  A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWNPARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT/S), AUTHORIZING THE EXECUTIVE DIRECTOR WITH THE PROSPECTIVE AUTHORITY TO NEGOTIATE. AND EXECUTE. A SUBLEASE AGREEMENT SUBLEASE)ON OR AFTER DECEMBER 7, 2024, IN SUBSTANTIALLY THE FORM ATTACHED AS EXHIBIT "A," FOR 1,000 SQUARE FEET OF COMMERCIAL SPACE FOR RETAIL USE ("PURPOSE") AT 249 N.W. 6TH STREET, SUITE 108, MIAMI, FLORIDA, 33136, FOR WHICH TERMS MAY BE AMENDED BY THE EXECUTIVE DIRECTOR, ALL IN FORMS ACCEPTABLE TO COUNSEL, SUBJECT TOTHE EXPIRATION OF THE 30-DAY NOTICE OF DISPOSITION OF PROPERTY AND REQUEST FOR PROPOSAL, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "B", PURSUANT TO FLORIDA STATUTES SECTION 163.380 3(A); PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE.  File # 16828 - Exhibit A File # 16828 -Exhibit B  City of Miami  Page 6  Printed on 10/17/2024    Southeast Overtown/Park' West CRA  Meeting Agenda  October 24, 2024  7. 16829  CRARESOLUTION  A RESOLUTION OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY PROVIDING FOR THE ISSUANCE OF TAX INCREMENT REVENUE BONDS OF THE AGENCY TO FINANCE OR REFINANCE THE ACQUISITION AND CONSTRUCTION OF COMMUNITY REDEVELOPMENT PROJECTS IN THE REDEVELOPMENT AREA OF SUCH AGENCY; PROVIDING FOR THE PAYMENT AND SECURITY THEREOF; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING FOR AND AUTHORIZING THE ISSUANCE OF ITS TAX INCREMENT REVENUE BONDS, SERIES 2024 IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $150,000,000, TO BE ISSUED IN ONE OR MORE SERIES, FOR THE PURPOSE OF FINANCING CERTAIN GRANTS TO BE USED FOR THE CONSTRUCTION OR REHABILITATION OF AFFORDABLE HOUSING, FINANCING THE CONSTRUCTION OF OTHER CAPITAL IMPROVEMENTS IN THE REDEVELOPMENT AREA, AND REFINANCING CERTAIN OUTSTANDING OBLIGATIONS; DELEGATING THE AWARD OF THE SALE OF THE SERIES 2024 BONDS TO THE EXECUTIVE DIRECTOR; PROVIDING FOR SECURITY FOR THE HOLDERS OF SUCH SERIES 2024 BONDS; APPROVING THE FORM OF A PRELIMINARY OFFICIAL STATEMENT AND DELEGATING TO THE EXECUTIVE DIRECTOR THE AUTHORITY TO DEEM FINAL FOR CERTAIN PURPOSES AND APPROVE THE USE OF AND DISTRIBUTION OF THE PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT WITH RESPECT TO THE SERIES 2024 BONDS; APPOINTING A REGISTRAR, PAYING AGENT AND FISCAL AGENT; APPOINTING AN ESCROW AGENT; APPOINTING A VERIFICATION AGENT; PROVIDING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE THEREOF; PROVIDING CERTAIN OTHER DETAILS WITH RESPECT THERETO; PROVIDING FOR SEVERABILITY; AND  PROVIDING AN EFFECTIVE DATE.  City of Miami  Page7  Printed on 10/17/2024    Southeast Overtown/Park' West CRA  Meeting Agenda  October 24, 2024  8. 16830  CRARESOLUTION  A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENTIS), AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE THE SETTLEMENT AGREEMENT "AGREEMENT), ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A", BETWEEN THE SEOPW CRA AND H.A. CONTRACTING CORPORATION (H.A.C.C.) ("PURPOSE") IN THE AMOUNT OF TWO MILLION ONE HUNDRED FORTY-SEVEN THOUSAND TWO HUNDRED NINETY-SIX DOLLARS AND FIFTY-FOUR CENTS ($2,147,296.54), ALLOCATING FUNDS FROM OTHER GRANTS AND AIDS ACCOUNT NO. 10050.920101.883000.0000.00000; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY, INCLUDING ANY AND ALL AMENDMENTS THERETO, ALL IN FORMS ACCEPTABLE TO COUNSEL; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE.  File # 16830 - Exhibit A  ADJOURNMENT  City of Miami  Page 8  Printed on 10/17/2024    4.1  SEOPW Board of Commissioners Meeting  October 24, 2024  SOUTHEAST OVERTOWNPARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER-OFFICE MEMORANDUM  To: Board Chair Christine King and Members of the CRA p  Date: October 17, 2024 File: 16742  Board  Subject: Block 55 Residential, L.P., Housing Enclosures: File # 16742 Exhibit A  Subsidy Agreement.  From: James McQueen Executive Director  BACKGROUND:  A Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA Board"), with attachment(s), authorizing the Housing Subsidy Agreement ("Agreement"), in substantially the form attached as Exhibit "A,"with Block 55 Residential, L.P.al Florida Limited Partnership ("Owner"). The. Agreement will provide for, among other things, rental assistance to applicants for the affordable housing project at the residential community known as "The Residences of Sawyer's Walk," and shall continue up to five (5) years from the SEOPW CRA's first payment date, with an option to renew, allocating funds in annual installments of One Million Six Hundred Thousand Dollars and Zero Cents ($1,600,000.00), in an aggregate amount not to exceed Eight Itis recommended that the SEOPW CRA Board approve and adopt the attached Resolution, authorizing  Million Dollars and Zero Cents Ss.owpoCrupos,  the Agreement with Block 551 Residential, L.P. for the Purpose stated herein.  JUSTIFICATION:  Pursuant to Section 163.370(2), Florida Statutes, (the "Act") the SEOPW CRA is authorized to dispose of real property and to enter any contracts necessary to effectuate this part within thel Redevelopment Area. Section 2, Goal 2 of the 2018 Updated Southeast Overtown/Park West Community Redevelopment Agency Plan (the "Plan") provides that the SEOPW CRA may leverage public-private partnerships to Section 2, Goal 3 of the Plan lists the "creat(ion] of infill housing, diversity in housing types, and Section 2, Goal 6 oft the Plan lists "improvling the quality of life for residents within the redevelopment  create viable opportunities within the redevelopment area. retaining affordable housing," as as stated redevelopment goal.  area" as a stated redevelopment goal.  Packet Pg. 9    4.1  Section 2, Principle 4 oft the Plan provides that "[the neighborhood : retain access to affordable housing Section 2, Principle 6, of the Plan provides that to "address and improve the neighborhood economy and expand the economic opportunities of present and future residents and businesses. - . as a stated  ..."asa a stated redevelopment principle.  redevelopment principle.  FUNDING:  $1,600,000.00, annually for ai five (5) year term.  Total: $8,000,000.00 from account 10050.920101.883000.0000.00000-SEOPW. -( Other Grant and  Aids. FACTSHEET:  Company name: Block 551 Residential, L.P. Project: The Residences at Sawyer's Walk  Scope/Summary: Authorization for the Housing Subsidy Agreement with Block 551 Residential, L.P.  Page 2 of6  Packet Pg. 10    4.1  AGENDA ITEM  FINANCIAL INFORMATION FORM  SEOPW CRA  CRA Board Meeting Date: CRA Section:  October 24, 2024  Brief description of CRA Agenda Item: CRA and Block 55 Residential I LP. Project Number (if applicable):  Authorizing an amendment to the Housing Subsidy Agreement between the SEOPW  YES, there are sufficient funds in Line Item:  Account Code:  Amount:  NO (Complete the following source of funds information):  Amount budgeted in the line item: Balance in the line item: Amount needed in the line item: ACTION ACCOUNT NUMBER Project No./Index/Minot Object  $ $ $ TOTAL $ $ $ $  Sufficient funds will be transferred from the following line items:  From To From To  Comments: Funds were already allocated previously.  Approved by:  Director  10/3/2024  10/17/2024  Approval:  FA  k  A4  Ksd Officer  10/3/2024 Page 3 of6  4a4  AMA  Packet Pg. 11    4.1  Southeast Overtown/Park West Community Redevelopment Agency  File Type: CRA Resolution Enactment Number:  File Number: 16742  Final Action Date:  AF RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERIOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITHATTACHMENTS. AUTHORIZING A HOUSING SUBSIDY AGREEMENT (AGREEMENT), RETROACTIVE TO OCTOBER 1, 2024, IN SUBSTANTIALLY THE FORM. ATTACHED AS EXHIBIT "A," BETWEEN THE SEOPW CRA AND BLOCK55 RESIDENTIAL, L.P., A FLORIDA LIMITED PARTNERSHIP ("OWNER'); AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS IN FIVE (5) ANNUAL INSTALLMENTS OF ONE MILLION SIX HUNDRED THOUSAND DOLLARS AND ZERO CENTS $1,600,000.00) ("FUNDS"), IN AN AGGREGATE AMOUNT NOT TO EXCEED EIGHT MILLION DOLLARS AND ZERO CENTS $8,000,000.00) ("PURPOSE), SUBJECT TO THE AVAILABILITY OF FUNDING FROM ACCOUNT NO. 10050.920101.883000.0000.00000; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY, INCLUDING ANY AND ALL AMENDMENTS THERETO, ALL IN FORMS ACCEPTABLE TO COUNSEL; PROVIDING FOR THE INCORPORATION OF  RECITALS AND AN EFFECTIVE DATE.  WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2018 Updated Southeast Overtown/Park West Community Redevelopment  Plan ("Plan"); and  WHEREAS, Section 163.370(2), Florida Statutes, (the "Act") authorizes the SEOPW CRA to dispose of real property and to enter any contracts necessary to effectuate this part within the  Redevelopment Area; and  WHEREAS, Section 2, Goal 2 of the Plan provides justification to leverage public-private WHEREAS, Section 2, Goal 3 of the Plan lists the "creat(ion of] infill housing, diversity in WHEREAS, Section 2, Goal 6 of the Plan provides justification for "improvling] the quality of WHEREAS, Section 2, Principle 4 of the Plan provides justification for "retain(ing] access to  partnerships to create viable opportunities within thel Redevelopment Area; and housing types, and retaining affordable housing" as a stated redevelopment goal; and  life for residents". within thel Redevelopment Area; and affordable housing..." within the Redevelopment Area; and  Page 4 of6  Packet Pg. 12    4.1  WHEREAS, Section 2, Principle 6 oft the Plan further provides justification for "address(ing] and improvling] the neighborhood economy and expandling] economic opportunities of present and future  residents and businesses..."as: a stated redevelopment principle; and  WHEREAS, the SEOPW CRA and Block 55 Residential, L.P., a Florida Limited Partnership ("Owner") seek to execute a Housing Subsidy Agreement ("Agreement"), retroactive to October 1, 2024,  ins substantially the form attached as Exhibit"A";, and  WHEREAS, the Agreement will provide for, among other things, rental assistance to applicants for the affordable housing project at the residential community known as "The Residences of Sawyer's Walk,"and shall continue up to five (5): years from the SEOPW CRA's first payment date, with an option to renew, allocating funds in five (5) annual installments of One Million Six Hundred Thousand Dollars and Zero Cents ($1,600,000.00) ("Funds"), in an aggregate amount not to exceed Eight Million Dollars  and Zero Cents 680000000Chupwna and  WHEREAS, the Board of Commissioners wishes to authorize the Agreement, retroactive to WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the WHEREAS, based on the recommendation and findings of the Executive Director, it is in the SEOPW CRA's best interest for the Board of Commissioners to authorize the Executive Director to negotiate and execute any and all documents necessary, for which terms may be amended by the Executive Director, all-in forms acceptable to Counsel, with the Owner for the Purpose stated herein; NOW,THEREFORE, BEI ITRESOLVED: BY THE BOARD OFCOMMISSIONERS OFTHE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE  October 1,2 2024, subject to the availability of funding, for the Purpose stated herein; and  SEOPWCRA'sTedevelopment goals and objectives; and  CITY OF MIAMI, FLORIDA: Section 1. Section 2.  The recitals and findings contained in the Preamble to this Resolution are The Board of Commissioners hereby authorizes the Agreement, retroactive to  adopted by reference and incorporated herein as if fully set forth in this Section.  October 1, 2024, in substantially the form attached as Exhibit "A," as well as any and all documents necessary, for which terms may be amended by the Executive Director, all-in forms acceptable to  Counsel, for the Purpose stated herein.  Section 3.  The Executive Director is further authorized to execute any additional terms to  the Agreement, including any and all necessary documents and all-in forms acceptable to the General Counsel, for said purpose as set forth substantially in Exhibit "A", and to disburse Funds, upon presentation of invoices and satisfactory documentation from the Other Grant and Aids Account  10050.920101.883000.0000.00000. Section 4.  This Resolution shall become effective immediately upon its adoption.  APPROVED AS TO FORM AND LEGAL SUFFICIENCY:  Page 5 of 6  Packet Pg. 13    4.1  yBoSartcaunse  10/3/2024  Page 6 of6  Packet Pg. 14    EXHIBIT "A"  4.1.a  HOUSINGSUBSIDY AGREEMENT  THIS HOUSING SUBSIDY AGREEMENT (this "Agreement") is dated as of OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida States (the "CRA"), and  2024 (the "Effective Date") by and between SOUTHEAST  BLOCK 551 RESIDENTIAL, LP, a Florida limited partnership ("Owner").  RECITALS  WHEREAS, Owner is the owner oft that certain real property located in the City ofMiami, Miami-Dade County, Florida more particularly described on Exhibit A attached hereto and made a part hereof (the Property") and is developing thereon ai residential community known as "The  Residences at Sawyer's Walk" (the "Project"); and  WHEREAS, the CRA has an interest in supporting the residents of Overtown and assisting them in obtaining affordable housing within the Overtown community of the City of Miami and ini furtherance ofs such interest, the CRA desires to refer prospective tenants to Owner for the lease ofresidential units in the Project and to provide rental assistance to Owner as further described in  this Agreement;  WHEREAS, the CRA and Owner entered into that certain Housing Subsidy Agreement WHEREAS, the initial process utilized by the CRA to qualify prospective tenants pursuant to the Original Agreement was not approved by regulators, and as a result, applications by approximately one hundred twenty (120) prospective tenants of the Project, including fifty-eight (58) prospective tenants who were associated with the Overtown community or the CRA, were  dated as ofJ January 25, 2024 (the "Original Agreement");  required tol be rescinded (the "Prior Applicants");  WHEREAS, Owner agrees to offer the Prior Applicants the opportunity to submit new applications for leases at the Project and be part of Project that has units set-aside under the Section 8 Project Based component of the Housing Choice Voucher Program, which applications shall be subject to review, qualification and approval by Miami-Dade County's Public Housing and Community Development Department ("PHCD") utilizing the materials submitted by such Prior Applicants in connection with their prior applications, and Owner believes that there is reasonable basis to believe that Prior Applicants applications will be approved by PHCD; and WHEREAS, the CRA and Owner desire to amend, restate and supersede the Original Agreement in its entirety by this Agreement to reflect the foregoing agreement by Owner and to provide for, among other things, the rental assistance by the CRA for prospective tenants that will be qualified and selected for tenancy at the Project in accordance with Section 12.16 of the loan agreement dated as ofAugust 12, 2021 between the City ofl Miami, Florida (the "City"), as lender,  and the Owner, as borrower, for the Project (the "City Loan Agreement").  NOW, THEREFORE, in consideration of Ten Dollars ($10.00), the mutual covenants contained herein and other good and valuable consideration, the sufficiency and receipt of which  are hereby acknowledged, the parties hereby agree as follows:  Packet Pg. 15    EXHIBIT "A"  4.1.a  1. herein by this reference. 2.  Recitals. The recitals set forth above are true and correct and are incorporated Prior Applicants. Owner agrees to offer the Prior Applicants the opportunity to  submit new applications for leases at the Project as part ofthe Section 8 Project Based component of the Housing Choice Voucher Program, which applications shall be subject to review and approval by Miami-Dade County's Public Housing and Community Development Department ("PHCD") of the same materials submitted by such Prior Applicants in connection with their prior  applications. 3.  Oualified' Tenants. The parties acknowledge and agree that aj portion oft the tenants  ofthel Project shall be selected in accordance with Section 12.16ofthe City Loan Agreement, and all applicable legal and regulatory requirements. The number of such tenants that will receive rental assistance with the subsidy funds provided by the CRA under this Agreement will bel based on the amount of such subsidy funds then-available, which will be determined for an applicant based on the number received by such applicant through the random selection process (the Lottery"). Pursuant to the Lottery, each applicant will receive a number that will be used to determine the ordero ofreview and processing ofsuch applicant'sapplication. Applicants receiving lower numbers and which are approved as part of the qualifying process, will receive rental assistance from the CRA subsidy funds before applicants with higher numbers. For example purposes only, Applicant Smith with Lottery number 1 who is qualified by the City and approved for a lease at the Project will receive rental assistance from the CRA subsidy funds before Applicant Doe who is approved for a lease and has Lottery number 25, and if the CRA subsidy funds are exhausted by the time Applicant Lock with lottery number 162 is approved for al lease, then Applicant Lock will not receive rental assistance from the CRA subsidy funds. The number of tenant households that will be assisted shall not exceed seventy (70) unless the CRA subsidy funds are exhausted prior to reaching that number. The rents for the CRA subsidy shall be set in accordance with PHCD Project Based Voucher Fair Market Rents ("FMRS") and applicable payment standard, as the same may be amended from time to time. As of the date of this Agreement, the applicable payment standard is 110% of FMRS. The FMRS and applicable payment standard under this CRA subsidy program do not include an allowance for utilities. The tenantsi receiving rental assistance from the CRA subsidy funds will pay no more than 30% oftheir household income toward the applicable rent. The difference between the rent based on the PHCD project based voucher FMRS and applicable payment standard and the payment by the tenant, which shall be no more than 30% of household income, will be paid by the CRA subsidy.  4.  Rental Assistance.  (a) The CRA agrees to subsidize the rents of the City qualified tenants in an  aggregate amount equal to Eight Million and No/100 Dollars ($8,000,000.00) over the Term of the Agreement (as defined below) to be allocated in annual installments of One Million Six Hundred Thousand and No/100 Dollars ($1,600,000.00) per year during the Term of this Agreement, which amount shall be payable in monthly installments ofOne Hundred Thirty-Three Thousand Three Hundred Thirty-Three and 33/100 Dollars ($133,333.33) each on the first day of each calendar month commencing on the date on which the first rent payments are due from the tenants receiving assistance under this Agreement, but no later than September 1, 2024, unless otherwise agreed to in a written amendment to this Agreement by the Owner and CRA.  2  Packet Pg. 16    EXHIBIT "A"  4.1.a  (b) Each tenant shall be solely responsible for all costs of utilities (including  without limitation, the costs of utility hookups, fees and other deposits) serving the unit. Ifa prospective tenant is recommended for tenancy and is determined to be unable to pay for utility hookups, fees, and other deposits which would then disqualify the proposed tenant for tenancy, the CRA, in its sole discretion, may provide needed financial assistance to that Proposed Qualified Referral for utility hookups, fees, and other deposits, which shall be separate from, and not constitute aj part of, the rental assistance from CRA subsidy funds described in Sections 3(a) and 4(a) above. Any such additional financial assistance shall be provided directly to the prospective tenant by the CRA. If, at any time, the CRA elects not to provide any such additional financial assistance to a tenant and such tenant is or becomes unable to pay all or any portion of such costs ofutilities, then such tenant shall be disqualified for tenancy in the Project and Owner shall have no obligation to lease or continue to use a unit within the Project to such tenant.  (c) Each prospective tenant shall be solely responsible for paying () asecurity  deposit equal to one month's rent, which shall be held by Owner as security for such tenant's obligations under its lease, (i) an advance payment of the last month's rent, which shall be held by Owner and applied towards the last month's rent for such tenant under its lease and (iii) any reasonable application fee that Owner may charge. Ifaj prospective tenant is recommended for tenancy and is determined to be unable to pay such security deposit, advance payment of last month's s rent and/or application fee which would then disqualify the prospective for tenancy, the CRA, in its sole discretion, may provide needed financial assistance to that prospective tenant for any such costs, which shall be separate from, and shall: not constitute aj part of, the rental assistance from CRA subsidy funds described in Sections 3(a) and Section 4(a) above. Any such assistance shall be provided directly to the prospective tenant by the CRA. If, at any time, the CRA elects not to provide any such additional financial assistance to a tenant and such tenant is or becomes unable to pay all or any portion of such security deposit, advance payment of last month's rent and/or application fee, then such tenant shall be disqualified for tenancy in the Project and Owner shall have no obligation to lease or continue to lease a unit within the Project to such tenant. The payment of such amounts by each prospective tenant to Owner is a condition to signing a lease. Owner shall hold and, if applicable, apply, the security deposit received from each tenant in accordance with the applicable lease and with all applicable laws, and if Owner SO applies any amount of the security deposit, such tenant shall promptly pay to Owner any amounts sO applied to restore the security deposit to the original amount. Following the expiration or earlier termination of a lease with a tenant receiving rental assistance from CRA subsidy funds, any remaining balance ofthe security deposit not applied by Owner during the term ofsuch lease will be returned to such tenant. In the event any remaining balance of the security deposit is not sufficient to cover any outstanding rent or damages existing at termination of the lease with a tenant receiving rental assistance from CRA subsidy funds, Owner shall notify the CRA ofsame, and the CRA shall pay such amounts to Owner within ten (10) business days after delivery ofsuch notice by Owner, after which time, any unpaid amount by the CRA shall accrue interest at the lesser of eighteen percent (18%) per annum and the maximum legal rate through the date when  paid  5.  Owner Obligations. Owner will comply in all material respects with the terms of  each lease with at tenant. Owner will comply with all fairhousing laws, rules, regulations or orders applicable to the Project and shall not discriminate on the basis of race, creed, color, sex, age or national origin in the lease, use or occupancy oft the Project; provided, however, to the extent the  3  Packet Pg. 17    EXHIBIT "A"  4.1.a  Project meets the requirements for exemption from the prohibition against familial status discrimination contained in Title VIII ofthe Civil Rights Act of 1968 (known as the Fair Housing Act), as amended, such requirement shall not apply. Owner shall have the right to terminate a lease with a tenant following a breach by such tenant, provided that such termination is in  accordance with the applicable lease and all applicable laws.  6.  Remedies. In the event of any breach by the CRA of its obligations hereunder,  Owner shall be entitled to exercise any and all rights available at law or equity, including  maintaining actions for damages, specific enforcement and/or injunctive relief.  7. Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect through the fifth (5")anniversary oft the date on which the first payment is made by the CRA pursuant to Section 4(a) above (the "Term of this Agreement"). Upon the expiration oft this Agreement, Owner shall have the option to renew this Agreement, provided that the terms of any such renewal shall be subject to mutual written agreement between Owner and the CRA, each acting reasonably and in good faith. Following the expiration of the Term ofthis Agreement, the CRA will not be obligated to provide any rental assistance pursuant to this Agreement and the Owner will not be obligated to renew any leases with any tenant receiving  rental assistance from CRA subsidy funds.  8.  Authority. Each party hereto represents and warrants to the other party that the  individual executing this Agreement on behalfo ofsuch party has been duly authorized to enter into this Agreement and that this Agreement is enforceable against such party in accordance with its  terms. 9.  Notices. Notices required or permitted to be given pursuant to the terms of this  Agreement willl be sent by certifiedmail, return receipt requested, postage prepaid or by recognized overnight courier, postage prepaid. Notice will be effective upon delivery or refusal of delivery. Notices will be delivered to the following addresses, subject to the right of either party to change the address at which it is to receive notice by written notice to the other party in accordance  herewith:  To the CRA:  Southeast Overtown/Park West Community Redevelopment Agency 819NW: 2nd. Avenue Third Floor Miami, Florida 33136 To the Owner: Block 55 Residential, LP 2901 Florida Avenue Suite 806 Coconut Grove, Florida 33133  Attention: James McQueen, Executive Director  4  Packet Pg. 18    EXHIBIT "A"  4.1.a  With copies to:  Block 55 Owner, LLC 2901 Florida Avenue Suite 806 Coconut Grove, Florida 33133  Attention: MichaelJ.S Swerdlow, Managing Member  and  R4 SLFL Acquisition LLC clo R4 Capital LLC 780 Third Avenue 16th Floor New York, New York 10017 Attention: Mark Schnitzer  and  Wingate Management Company, LLC 100 Wells Avenue Newton, Massachusetts 02459 Attention: Michael Martin, President  and MRK Partners 5230 Pacific Concourse Drive Suite 350 Los Angeles, CA 90045  10. Time of the Essence. Time is of the essence of each and every provision of this 11. Assignment Parties Bound. The CRA shall not assign this Agreement or any interest therein to any other person without Owner's prior written consent, which may be granted orw withheld in Owner's sole discretion. Owner may assign this Agreement or any interest therein to a successor owner of the Project without the CRA's prior written consent. This Agreement inures to the benefit of and be binding upon, and is intended solely for the benefit of, the parties hereto and their respective permitted successors and assigns, and no third party will have any  Agreement.  rights, claims, privileges or other beneficial interests herein or hereunder.  12. Integration and Amendment. This Agreement and the exhibits hereto set forth the entire understanding of the parties with respect to the subject matter hereof, superseding and/or  5  Packet Pg. 19    EXHIBIT "A"  4.1.a  incorporating all prior or contemporancous oral or written agreements, and may be changed, modified, or amended only by an instrument in writing executed by the party against whom the  enforcement of any such change, modification or amendment is sought.  13. Governing Law. This Agreement and the rights of the parties hereunder shall be governed by, and interpreted in accordance with, the laws of the State of Florida, without regard  top principles ofconflicts oflaw.  14. Litigation. In the event of any litigation between the CRA and Owner concerning the terms ofthis Agreement, the prevailing party will be entitled to reimbursement ofits costs and expenses, including reasonable attorneys' fees, incurred in trial, appellate and post-judgment  proceedings.  15. Invalid Provisions and Severability. In the event any term or provision of this Agreement is held illegal, unenforceable or inoperative as a matter of law, the remaining terms and provisions shall not be affected thereby, but shall be valid and remain in force and effect, provided that the inoperative provisions are not essential to the interpretation or performance of  this Agreement in accordance with the clear intent ofthe parties.  16. No Waiver of Default. No waiver by aj party of any breach of this Agreement by the other party will be deemed to be a waiver of any other breach by such other party (whether preceding or succeeding and whether or not of the same or similar nature), and no acceptance of payment or performance by a party after any breach by the other party will be deemed to be a waiver of any breach of this Agreement by such other party, whether or not the first party knows ofs such breach at the timei it accepts such payment or performance. No failure or delay by a party to exercise any right it may havel by reason oft the default ofthe other party will operate as a waiver of default or modification of this Agreement or prevent the exercise of any right by the first party  while the other party continues to bei in default.  17. WaiverofJury' Trial. EACHPARTY! HEREBY IRREVOCABLY WAIVES. ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN CONNECTION WITH CLAIM, ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HAS READ AND UNDERSTANDS THE EFFECT OF THIS WAIVER OF JURY TRIAL: PROVISION.  18. No Joint Venture. The parties expressly agree that no. joint venture, partnership or 19. Counterparts: Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered electronically, including without limitation, clear images of manually executed signatures transmitted by electronic format such as "pdf', "tif" or jpg", as well as other electronic signatures  agencyrelationship is created ori intended by this Agreement.  such as DocuSign and AdobeSign.  [Signatures on following page]  6  Packet Pg. 20    EXHIBIT "A"  4.1.a  IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the  CRA as oft the date first above written.  CRA:  SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY,a public agency and body corporate created pursuant to Section 163.356, Florida States  By: Name: Title:  APPROVED AS TO: FORM. AND LEGAL SUFFICIENCY: Vincent T. Brown, Esq. StaffCounsel  By:  [Signature page to Housing Subsidy Agreement  Packet Pg. 21    EXHIBIT "A"  4.1.a  IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by  Owner as oft the date first above written.  OWNER:  BLOCK 55 RESIDENTIAL, LP, al Florida limited partnership Corporation, its general partner  By: Pacific Southwest Community Development  By: Name: Title:  [Signature page to Housing Subsidy Agreement  Packet Pg. 22    EXHIBIT "A"  4.1.a  EXHIBITA  Legal Description of the Property  THE LAND REFERRED TOHEREIN BELOW IS SITUATED IN THE COUNTY OF MIAMI- UNIT A-1 AND UNIT A-2 OF SAWYER'S WALK, ACCORDING TO THE DECLARATION OF CONDOMINIUMTHEREOF, RECORDEDINOPFICIAL RECORDS BOOK 34273,PAGE 2329 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, TOGETHER WITH AN UNDIVIDED INTEREST IN THE COMMON ELEMENTS AND LIMITED  DADE, STATE OF FLORIDA, AND DESCRIBED AS FOLLOWS:  COMMON ELEMENTS APPURTENANTTHERETO.  4885-0706-0691,V.7  Packet Pg. 23    4.2  SEOPW Board of Commissioners Meeting  October 24, 2024  SOUTHEAST OVERTOWNPARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER-OFFICE MEMORANDUM  To: Board Chair Christine King and Members of the CRA p  Date: October 17, 2024 File: 16741  Board  Subject: Grant to Harlem Square LLC for  development and construction of existing infrastructure "Harlem Squar File # 16741 -I Notice to the File # 16741 - Backup  From: James McQueen Executive Director  Enclosures: File # 16741 - Exhibit A  Public  BACKGROUND:  Itis recommended that the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") approve and adopt the attached Resolution authorizing the allocation of grant funds, in an amount not to exceed Two Millions Dollars and Zero Cents ($2,000,000.00) ("Funds") to Harlem Square LLC, a Florida limited liability company ("Grantee"), for assistance to underwrite additional costs associated with the development and construction of the existing project and infrastructure "Harlem Square," a full service supper club, located at 173 N.W. 11th Street, The "Harlem Square" project was developed by the Grantee to be an adaptive reuse of the Property, the former home of Clyde Killens, a legendary entertainment promoter from the heart of Overtown. The anticipates that this project will create new job opportunities and improve the qualify of life for residents. Itis recommended that an existing infrastructure such as this be improved and further developed.  Miami, Florida 33136 ("Property").  which was Grantee  JUSTIFICATION:  Pursuant to Section 163.340(9), Florida Statutes (the "Act") community redevelopment means "undertakings, activities, or projects of a : community redevelopment agency in a community redevelopment area for the elimination and prevention of the development or spread of slums and Section 2, Goal 4 of the 2018 Southeast Overtown/Park West Community Redevelopment Agency Plan Update (the "Plan") lists the "creatifon of]j jobs within the community" as a stated redevelopment goal.  blight...."  Packet Pg. 24    4.2  Section 2, Principle 4, oft the Plan provides that "employment opportunities be made available to existing Section 2, Principle 6, of the Plan provides that to "address and improve the neighborhood economy and expand the economic opportunities of present and future residents . as a stated redevelopment  residents. "as as stated redevelopment principle.  principle. FUNDING:  $2,000,000.00 from Other Grants and Aids Account No. 10050.920101.883000.000.00000.  FACTSHEET:  Company name: Harlem Square, LLC Funding request: $2,000,000.00.  Address: 1731 N.W. 11th Street, Miami, Florida, 33136.  Scope of work or services (Summary): Grantee is requesting funds to underwrite costs associated with the development and construction oft the existing project and infrastructure "Harlem Square,"a  full service supper club.  Page 2 of6  Packet Pg. 25    4.2  AGENDA ITEM  FINANCIAL INFORMATION FORM  SEOPW CRA  CRA Board Meeting Date: CRA Section:  October 24, 2024  Brief description of CRA Agenda Item: Project Number (if applicable):  Authorizing additional funds to Harlem Square LLC in the amount of $2.000.000.00  YES, there are sufficient funds in Line Item:  Account Code: 10050.920101.883000,0000.00000 Amount: 52.000.000.00  NO (Complete the following source of funds information):  Amount budgeted in the line item: Balance ini the line item: Amount needed in the line item: ACTION ACCOUNT NUMBER PropciNo/IndexMinot: Object  $ $ $ TOTAL $ $ $ $  Sufficient funds will be transferred from the following line items:  From To From To  Comments: Approved by:  Fk Director  10/3/2024 f Director 10/17/2024  Approval:  L4 Officer  10/3/2024  AMl  AAA  Page 3 of6  Packet Pg. 26    4.2  Southeast Overtown/Park West Community Redevelopment Agency  File Type: CRA Resolution Enactment Number:  File Number: 16741  Final Action Date:  AF RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERIOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITHATTACHMENTS. BY A FOUR-FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS, PURSUANT TO SECTIONS 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA, AND WAIVING SAID PROCEDURES; AUTHORIZING THE EXECUTIVE DIRECTOR TO DISPERSE GRANT FUNDS, IN AN AMOUNT NOT TO EXCEED TWO MILLION DOLLARS AND ZERO CENTS ($2,000,000.00) ("FUNDS") AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLYTO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION, SUBJECT TO THE AVAILABILITY OF FUNDING TO HARLEM SQUARE LLC, A FLORIDA LIMITED LIABILITY COMPANY, TO UNDERWRITE COSTS ASSOCIATED WITH THE DEVELOPMENT OF "HARLEM SQUARE, AI FULL SERVICE SUPPER CLUB, LOCATED AT 173 N.W. 11TH STREET, MIAMI, FLORIDA 33136 (PURPOSE); FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR INCORPORATION OF  RECITALS AND AN EFFECTIVE DATE.  WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area ("Redevelopment Area") in accordance with the 2018 Updated Southeast Overtown/Park West  Redevelopment Plan (the "Plan"); and stated redevelopment goals; and  WHEREAS, Section 2, Goal 4, oft the Plan lists the "creat(ion of] jobs within the community" as WHEREAS, Section 2, Principle 4, of the Plan provides that "employment opportunities be made WHEREAS, Section 2, Principle 6, of the Plan provides to "address and improve the neighbor- hood economy and expand the economic opportunities of present and future residents and businesses," as  available to existing residents. "as a stated redevelopment principle; and  stated redevelopment principles; and  Page 4 of6  Packet Pg. 27    4.2  WHEREAS, on March 29, 2018, the Board of Commissioners, pursuant to Resolution No. CRA- R-18-0014, authorized the issuance of grant funds in an amount not to exceed Nine Hundred Seventy- Five Thousand Dollars and Zero Cents ($975,000.00) to Harlem Square LLC, al Florida limited liability company (the "Grantee") to underwrite costs associated with the development and construction of the  existing project and infrastructure "Harlem Square"; and  WHEREAS, the Grantee now seeks additional funds from the SEOPW CRA to complete development and construction of "Harlem Square" in order to meet the revised scope of updated plans  and drawings ("-Purpose");and  WHEREAS, the Board of Commissioners wishes to authorize additional grant funds in an amount not to exceed Two Million Dollars and Zero Cents ($2,000,000.00) ("Funds") for the Purpose stated  herein; and  WHEREAS, the Board of Commissioners finds that adopting this Resolution would further the WHEREAS, based on the recommendation and findings of the Executive Director, attached and incorporated herein as Exhibit "A," itis in the SEOPW CRA's best interest for the Board of Commissioners to authorize, by an affirmative four-fifths (4/5ths) vote, a waiver of competitive sealed bidding procedures, pursuant to Sections 18-85 and 18-86 of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA, to allocate said Funds, subject to availability, and authorize the Executive Director to negotiate and execute any and all documents necessary, all in  redevelopment goals and objectives of the SEOPW CRA; and  forms acceptable to Counsel, with the Grantee for the Purpose stated herein;  NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE  CITY OF MIAMI, FLORIDA: Section 1. Section 2.  The recitals and findings contained in the Preamble to this Resolution are Pursuant to Sections 18-85 and 18-86 of the City Code, as adopted by the  adopted by reference and incorporated herein as if fully set forth in this Section.  SEOPW CRA, by a four-fifths (4/5th) affirmative vote, after an advertised public hearing, the Executive Director's recommendation and written findings, attached and incorporated herein as Exhibit "A," that competitive negotiation methods and procedures are not practicable or advantageous to the SEOPW CRA, to allocate the Funds to the Grantee for the Purpose stated herein, and waiving the requirements for said  procedures is hereby ratified, approved, and confirmed.  Section 3.  The Executive Director is hereby authorized' to disperse the Funds, at his  discretion, on ai reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory documentation from Other Grants and Aids - Account No. 10050.920101.883000.0000.00000 to the  Grantee for the Purpose stated herein.  Section 4.  The Executive Director is authorized' to negotiate and execute an agreement,  including any and all necessary documents, alli ini forms acceptable to Counsel, for said Purpose. 'Thel herein authorization is further subject to compliance with alll legal requirements that may bei imposed, including buti not limited to those prescribed by applicable Statel law, City Charter and City Code provisions, as  adopted by the SEOPW CRA.  Page 5 of6  Packet Pg. 28    4.2  Section 5. This Resolution shall become effectivei immediately upon its adoption.  APPROVED AS TO FORM AND LEGAL SUFFICIENCY:  ipkpsarcomet  10/17/2024 ykBparcaine  10/3/2024  Page 6 of6  Packet Pg. 29    4.2.a  SEOPW Board of Commissioners Mccting  October 24, 2024  SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY 4/5ths RECOMMENDATION INTER-OFFICE MEMORANDUMI  To: Board Chair Christine King and Members of the SEOPW CRAI Board  Date: October 16, 2024 File:  Subject: Recommendations and findings to waive competitive sealed bidding and negotiation methods pursuant to City Code 18-85 and 18-86 for Harlem  Square LLC. Enclosures:  From: James D. McQueen Executive Director BACKGROUND:  The Board of Commissioners ("Board") of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA"), is responsible for carrying out community redevelopment activities and projects within its redevelopment area in accordance with the 2018Updated SEOPW CRA Redevelopment Plan ("Plan"). Harlem Square LLC, a Florida limited liability company ("Grantee") is requesting assistance to underwrite additional costs associated with the development and construction of the existing project and infrastructure "Harlem Square," ai full service supper club, located at 173 N.W. 11th Street, Miami, Florida 33136 ("Property"). The SEOPW CRA desires to provide funding in an amount not to exceed Two Million Dollars and Zero Cents The "Harlem Square" project was developed by the Grantee to be an adaptive reuse of the Property, which was the former home of Clyde Killens, a legendary, entertainment promoter from the heart of Overtown. Grantee anticipates that this project will create new job opportunities, and agrees that this project will benefit the redevelopment area by eliminating blight created by the existing infrastructure. Iti is recommended that an older building such as this be preserved and improved. The Executive Director has reviewed and vetted Grantee's  ($2,000,000.00).  request, in accordance with the objectives oft thel Plan.  RECOMMENDATION:  Inl light oft the above-stated, approval lofay waiver ofthe formal requirements of competitive sealed biddingn methods as not being practicable or advantageous to the Southeast Overtown/Park West Community Redevelopment Agency as set forth in the City Code of Ordinances, as amended, specifically Sections 18-85 and 18-86 and the affirmation oft these written findings and the forwarding the samet to thel Board ofCommissioners of the Southeast Overtown/Park West Community Redevelopment Agency by ai four- fifths vote is respectfully requested.  APPROVED James  Executive Director  AE  Packet Pg. 30    4.2.b  Southeast Overtown/Park West Community Redevelopment Agency  NOTICE OF PUBLIC HEARING  The Board of Commissioners ("Board") of the Southeast Overtown/ Park West Community Redevelopment Aq ("SEOPW CRA") will hold a Public Hearing on Thursday, October 24t, 2024, at 10:00 a.m. or anytime thereaft the City Commission chambers located at Miami City Hall, 3500 Pan American Drive, Miami, FL 33133. The Board will consider the allocation of additional grant funds to Harlem Square LLC, a Florida limited lial company, to underwrite costs associated with promoting and enhancing the original model for the constructic of "Harlem Square," - a full-service supper club/lounge located at 173 N.W. 11th Street, Miami, Florida 33136. Ina accordance with the SEOPW CRA 2018 Redevelopment Plan Update ("Plan") and Section 163 Florida Stati - the Board will consider the allocation of grant funds in an amount not to exceed Two Million Dollars and Zero C ($2,000,000.00). This funding will aid in contributing to the cultural enrichment and overall wellbeing of resid All comments and questions with respect to the meeting and public participation should be addressed to Ja I S D. McQueen, Executive Director, or Vincent T. Brown, Esq., Staff Counsel/Deputy Director, at 819 N.W. 2nd Ave This action is being considered pursuant to Sections 18-85 and 18-86 of the Code of the City of Miami, Flc a a as amended ("City Code"). The recommendation and findings to be considered in this matter are set forth ir 9 e proposed resolution and will be available as with the scheduled SEOPW CRA Board meeting or anytime there e The SEOPW CRA Board requests all interested parties be present or represented at the meeting, and may be h 5 with respect to any proposition before the SEOPW CRA Board, in which the Board may take action. Should E y person desire to appeal any decision of the Board with respect to any matter considered at this meeting, that pe 9 n shall ensure that a verbatim record of the procedingsismade, including all testimony and evidence upon which E Ina accordance with the Americans with Disabilities Act of 1990, persons needing special accommodatior s participate in this proceeding may contact the Office of the City Clerk at (305) 250-5361 (Voice), not later two (2) business days prior to the proceeding. TTY users may call 711 (Florida Relay Service), not later  within the redevelopment area and is consistent with the Plan.  3ddF Floor, Miami, Florida 33136 or (305) 679-6800.  in the City Commission chambers.  appeal may be based (FS. 286.0105).  two (2) business days prior to the proceeding.  Todd B. Hannon 9 Clerk of the Boar Ad No. 43610    4.2.c  We are requesting $2.5 million in additional funding for the Harlem Square project. Thisi investment is essential for the ongoing development needs of the project as a whole.  Harlem Squtare  As we have already begun construction of Phase I,t these funds will help address various critical aspects, including water extension, which is vital for our operations and future development; living wage compliance for contractor labor to support the local economy; and the expansion of square footage in Phase Ilt to enhance our lounge's capacity.  The mission of the Southeast Overtown/Park West Community Redevelopment Agency (SEOPWCRA): mission is to improve the quality of life for residents by fostering economic development and revitalizing the community. This funding aligns with that mission by creating jobs, promoting local businesses, and enhancing entertainment options for  our community.  We are committed to delivering a positive impact on the area and appreciate any assistance you can provide to help us  achieve our goals.  Packet Pg. 32    Phasel  4.2.c 389,400.7  Allowancesf fore exterior glass railings (B0f) Allowancesfori interior glass partitions/(2-251) Allowances! Interior 90 minf firer ratedglassp partition AllowancesI Interior Door, Framesa and Hardwares. AllowancesI Interior Carpentry Misc: (3)Bar, Service Areas, Office. 01000 FLOOR FINISHING Tiles Installationi inB Bathrooms Tile& SettingBathrooms 0100 Tlesl Installation on the SecondF Foor Tile& Setting2ndFoor POLISHCONC. Metal Grit 16-50-70-120. GroundFloor POLISHCONC. MetalG Grit 16-50-70-120. Main Stair. ResinF Pads1 100-2 -200-4 -4005 Sealer 800-1 -1500. ThirdFloor AllowancesforP Pavers(1,384sf) Tile&Setting Terrace 01100 BATHF FIXTURESA ESPECIALD DEVICES ADAT Tollet, ADAS Sink, Mirror Sinkf faucet, Showerf faucet, 42"SideGrabbar Sanitary NapkinD Dispenser, Soapd dispenser, Toiletp paperh holder BraileR Restroom SgnonWalwith6o'Hgh 01200 FOODE FOR BAR& SERVICESA AREAS 01300 ROOFA TERRACESV WORK 01301 Water proofingat atterraces. Twolayersy waterprofingpaint. 01302 Roofing systemi inNON-TRAFFICABLEA AREAS 01303 Painty with asphaltn rofp primer entirer rodf. Install GAFI insulation 01304 percode. Install ply ofbents strata perforated. Installiplyof 01305 GAFR Ruberoid# 20torchs smoothr modifiedb bitumenr membrane. 01306 Flood entirefeltr membranea andhotr mopacaps sheetw with 01307 anapplicationr rateof30b. per squareft. Placeonf flatroof afiberglass sheety with (1)plieshotA Asphaltt tary whtefi finish 01309 with3 3.3" ofinsulation R19. 01310 Parapet WallF Flashing. Installf fireratedperlitecant 01311 stripa degree angles before Flashing. Hot mopone 01312 (M)plyofreinforcedy white granular modifiedt bitumentoallroof 01313 Metall Installation. Install new leadstackf fashingatallplumbing 01314 vents, setinmastica andflash per manufacturer's recommendations. 01315 GtyorCountyr roofing permiti indludedi inprice. Ten-year warranty against anyleaks. 01400 MECHANICAL  NAME: Harlem Square ADDRESS: 173NW1 11ths Street, Miami, FI33136  01500 ELECTRICAL Newp panel, meters, AMDP andriser. Connectiont toFPL Wireis.noti included) Elevator connection (Smokea ando conenctional atPit) 600A AMPn newg groundsystem, Lowy voltagesfor A/CU units. NewG GFIs, 120V&220V VOutlets, Boxes, Floorb boxes, Exhautsf fans. Provide8Install afire Alarm Sytemi inc compliancey w/ NFPA7 72-2013 ShopD Dwgsi included. System8Devicet tobea addressable &ULI listed. Control panel, booster power, smoked detector, heatd detectors, relayfore elevator, monitor, horns, sprinkler bells& realys. Allowancesf for LightF Fixtures Allowancesf for Sound 01600 NewP Plumbing Gas connections Neww NewH Hi-Lowy water founting, toilets, and miscb bathn materials Newfires sprinklerss sytems. Shopd drawings, material andi installationis isincluded. Install Greasetrap 01700 PAINT(INTERIOR, EXTERIORV WALL) Interior PaintingV Walls& Celing 01702 Exterior Painting ubTotal Overhead8 &Profit 10% Cost Allowance Builder'sRisk Insurance Allowance General Liability Total  SUBTOTAL  TRADE/ITEM:  00100 GENERAL Supervision8 Management Cost Fieldo conditions ando operations. Temporary FieldFacilities. Generall labors, misc.1 labors andtouchups. Tools&Equipments Allowancef for Dumpsters 00200 SITEV WORK  221,840.0  431,010.6 15,625.0 26,232.0 331,240.0 357,472.0  231,921.6  00300 WATER AND DRAINAGE (Public Work) 00302 Drainage system Water system Allowance Polices services 00400 STRUCTURAL CONCRETEV WORK Termitel Treatment, test &report 00402 Compactaction: and other tests 00403 Conc. Footing over wello compacted subgrade 00404 Conc. Columns, Conc. Beams 00405 New Conc. Slabo overy wello compacteds subgrade. 00406 Block walls, Fillcells 00407 Sidewalk (800sf) 00500 STRUCTURAL STEEL WORK Metald decking and steelj joist Metal staira andRailings 00600 EXTERIOR WORK New Windowsa and Doors+ Installation Exterior Smooth Stucco (nott textures andd desing) Allowance Metal framing décor atFaçade 00700 ELEVATOR Schildler Elevator withr manufactor) 00800 FRAMING, DRYWALL Sheetr rockf firer rated Ceilings (Cofferedc ceiling noti included) Sheet rockf firer rated Wallso onr new walls Sheet rock fire ratedV Walls onfurrings Greenb boards 00900 FINISH CARPENTRY  68,133.2  320,356.4  15,378.9 70,200.0  46,545.0 3,838,543.7 388,744.1 5,400.0 3,564.0 4,236,251.8 4,365,359  490,762.0  272,937.0  Grandi TOTAL  596,041.0 113,000.0  95,330.5  Provide andinstallr newH HVACS systemy withi interior ande exterior units. Newo ducty works. Fired dampters. Ductd detectors. Allowances system.  102,589.8  Packet Pg. 33    Budget Phase II  4.2.c  NAME: Harlem Square Phasell ADDRESS: 1109NW3 3thAV, Miami, FI33136 ESTIMATED LABORACOMSUMABLES TRADE/ITEM: 00100 GENERAL CONDITIONS Supervision8 Management Cost Fieldo conditions ando operations. TemperayFeldFadities Generall labors, misc. labors andtouchups. Tools& Equipments Allowancefor 00200 SITEV WORK Detailed demolition ofCMUwalls 00300 WATERA AND DRAINAGE (Publicy Work) 00400 STRUCTURAL CONCRETE WORK 00401 Termite Treatment, test& &report 00402 Compactaction ando other tests 00403 Conc. Footingoverv wello compacted subgrade Conc. Columns, Conc. Beams New Conc. Slab overy well compacteds subgrade. Blocky walls, Fillcells Sidewalk (700sf) STRUCTURAL STEELV WORK Metal deckinga andst steljoist Metals stair andRailings EXTERIOR WORK Newy Windowsa andD Doorst +Installation Exterior Smooths Stucco (not texturesa andd desing) Allowance Metal framing décora atFaçade 00700 ELEVATOR 007 Allowances Schildler Elevator (Toconfirmy withn manufactor) 00800 FRAMING, DRYWALL &INSULATION Sheetr rockf firer ratedCelings Sheetr rockf firer ratedy Wallso onr newy walls Sheetn rockf firer rated Walls onfurrings Green boards 00900 FINISH CARPENTRY Alowancesfor exterior glass railings(70lf) Allowances Interior Door, Framesa Allowances Interior CarpentryN Misc:  01000 FLOOR FINISHING 01003 POLISHO CONC. Metal Grit 16-50-70-120. GroundFloor 01004 POLISH CONC. Metal Grit1 16-50-70-120. Main Stair. 01005 Resin Pads1 100-2 200- 400 Sealer 800-1 1500. ThirdF Floor Tile& Setting Terrace 01100 BATH FIXTURESRE ESPECIAL DEVICES ADAT Toilet, ADAS Sink, Mirror Sinkf faucet, Shower faucet, 42" Side Grabbar Sanitary Napkin Dispenser, Soap dispenser, Toiletp paper holder 01104 Braile Restroom Signony Wall With 60" High 01200 FOOD EQUIPMENTS FORE BAR& SERVICES AREAS 01201 Allowancesf for foode equipments 01300 ROOF &TERRACES WORK 01301 Water proofingatte terraces. Twolayersv waterprofingpaint. 01302 Roofings systemi inNON- -TRAFFICABLEA AREAS 01303 Painty witha asphaltr roofp primere entire roof. Install GAFi insulation 01304 perc code. Install 1ply ofbents strata perforated. Install1 1plyof 01305 GAF Ruberoid# 20torch smooth modified bitumen membrane. 01306 Flood coate entiref feltr membrane andhotr mopa acap sheet with 01307 an application rate of30lb. per squareft. Place onf flat roof 01308 afiberglass cap sheet with (1)pliesh hot Asphaltt tar whitef finish 01309 with3 3.3"o ofinsulation R19. 01310 Vertical Parapet WallF Flashing. Installf firer rated perlite cant 01311 stripa allat9 90 degreea angles! beforef flashing. Hotr mopo one 01312 (1)ply ofreinforced white granular modified bitumen toa allr roof 01313 Metal Installation. Installr newle leads stackf flashinga atallplumbing 01314 vents, seti inr mastica andflash per manufacturer'sr recommendations. 01315 Cityor Countyr roofing permiti includedinprice. 01316 Ten-yeary warrantya against anyle leaks. 01400 MECHANICAL 01401 Providea andi installr newH HVACS system withi interior and exterior units. 01402 Newd ducty works. Fired dampters. Duct detectors. 01403 Allowances New Humidor system. 01500 ELECTRICAL 01501 New panel, meters, AMDP andr riser. Connectiont toFPL (Wireis noti included) Elevator (Smoke ando conenctiona atPit) 600A AMP new groundsystem, Lowy voltagesf for A/Cunits. New GFIs, 120V& 220V VOutlets, Boxes, Floor boxes, Exhautsf fans. Provide&Install: aFire Alarm Sytemi inc compliance w/ NFPA 72-2013 Shop Dwgsi included. System8Devicet tobea addressable &ULI listed. Control panel, booster power, smoke detector, heat detectors, relayf for elevator, monitor, horns, sprinkler bells&r realys. Allowancesf for LightF Fixtures  01511 Allowancesfor data&alarm. 01512 SoundSsytem 01600 PLUMBING NewP Plumbinga and Gaso connections Neww water&sanitary connections NewHI-Lowy waterf founting, toilets, and miscb bathn materials Newfi fires sprinklers sytems. Shopo drawings, material andi installationi isindluded. Install Greasetrap 01700 PAINT (INTERIOR, EXTERIORV WALL) Interior Painting Wallsa Ceiling Exterior Painting SubTotal Overheads &Profit 10% Cost Allowance Builder'sRisk Insurance owance General Total  149,421.61  SUBTOTAL  68,133.23  80,500.3  331,010.60 15,625.00  15,378.93  46,545.01 2,259,845.7 225,984.5 5,400.01 3,564.01 2,494,794.2 $2,494,794.25  Grand1 TOTAL  490,762.00  272,937.00  50,300.47  346,040.99 113,000.00  189,400.70  32,589.84  58,200.0  Packet Pg. 34    4.2.c  OCCUPANCY INFORMATION FIRST FLOOR  SECOND FLOOR THIRD FLOOR  SERVICEA AREA  TOTAL OCCUPANCY 314PEOPLE  FIXTURES CHART FIRST FLOOR   oo eese  SECOND FLOOR  8888888888  DUNGE  PLAN LEGEND  B a d  pV 9y V GROUNDROORPIAN A-3.  Packet Pg. 35    4.2.c  OPENTO BELOW    m  D  SECOND FLOOR PLAN A-3.9/  Packet Pg. 36    67-3  4.2.c  ROOFDECKWITH PAVERS/GREEN ROOF 1,905SF  WAITINGA AREA 6409 <  PANTRY  FIC  PLANL LEGEND  E  INTERIOR WALLI  Packet Pg. 37    4.2.c  PLAN LEGEND  mm  A WALL  G) €  ROOF PLAN A-3.0/ SCALE:  Packet Pg. 38    4.2.c  HARLEMS SQUARE PROPOSED 12" WMI EXTENSION AND6" SAN SEW: LATERAL  NOTES  OCATION MAP LEGAL DESCRIPTION  INDEX OF SHEETS:  APPROVED BY  AGR. L.D. NO. 23977la)  Packet Pg. 39    4.2.c  NW Ilth TER   LEGEND  NW llthST "N  APPROVED BY  AGR.I.D. NO.2 23977(a)  Packet Pg. 40    4.2.c  THISI MAY NOT BEI UNTIL FINAL OBTAIN MIAMI DADE COUNTY OF HEALTH APPROVED  NW thST -  LEGEND  E  a N  BY  W-3  AGR.I I.D. NO. 23977(a)  Packet Pg. 41    4.2.c  n      W-4  PROPOSED 554 LFOFI DIP WATERMAIN PROFILE NW IST)  AGR.1.D.NO.2 23977(a)  Packet Pg. 42    4.2.c  ROPOSED 154 LFOE 12" DIP WATERMAIN PROFILE(I NW 1AVE)  PROFILE OF 20LF OF8DP: SAN REPLACEMENT FOR EXISTING 8 TC SANCNWIST)  PROPOSED 25 LF OF6F PVC SAN SEW PROFILE (NW 2AVE)  AGR.I.D. NO.2 23977la)  Packet Pg. 43    4.3  SEOPW Board of Commissioners Meeting  October 24, 2024  SOUTHEAST OVERTOWNPARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER-OFFICE MEMORANDUM  To: Board Chair Christine King and Members of the CRA p  Date: October 17, 2024 File: 16826  Board  Subject: 4/5th Vote: Youth Programming Initiatives in FY 2024-2025. Enclosures: File # 16826 Exhibit A File # 16826 - Exhibit B File # 16826 - Exhibit C File # 16826 - Notice to the  From: James McQueen Executive Director  Public  BACKGROUND:  A Resolution of the Board of Commissioners ("Board") of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA"), with attachments, by a four-fifths (4/5ths) affirmative vote, after an advertised public hearing, ratifying, approving, and confirming the executive director's recommendation and finding, attached and incorporated herein as Exhibit "A," that competitive negotiation methods and procedures are not practicable or advantageous, pursuant to Section 18-85 ofthe code of the City of Miami, Florida, to assist the organizations set forth in Exhibit "B," attached and incorporated herein, in providing various youth programming initiatives, as described in their respective proposals as set forth in Exhibit "C," attached and incorporated herein, within the redevelopment area in fiscal year 2024-2025 ("Purpose"), and waiving the requirements for competitive sealed bidding as not being practicable or advantageous to the SEOPW CRA; further authorizing funding in an amount not to exceed One Hundred Eighty Thousand Dollars and! Zero Cents 5180,00.00CFunds). Itis recommended that the Board of the SEOPW CRA approve and adopt the attached Resolution, authorizing the allocation of the Funds to the organizations for thel Purpose stated therein.  JUSTIFICATION:  Pursuant to Section 163.340(9), Florida Statutes (the "Act") community redevelopment means "undertakings, activities, or projects of a : community redevelopment agency in a community redevelopment area for the elimination and prevention of the development or spread of slums and Section 2, Goal 4 of the Plan lists the "creati[on of] jobs within the community)..that will provide life  blight...."  sustaining. jobs to residents" as a stated redevelopment goal; and  Packet Pg. 44    4.3  Section 2, Goal 6 oft the Plan, lists "improving the quality of life for residents", as as stated redevelopment Section 2, Principle 4 oft the Plan, states, "there must be variety in employment opportunities" as a stated Section 2, Principle 6, oft the Plan provides that to "address and improve the neighborhood economy and expand the economic opportunities of present and future residents . as a stated redevelopment  goal; and  redevelopment principle; and  principle. FUNDING:  $180,000.00 from Other Grant Aids - Non TIFI Revenue Fund - 10051.920101.883000.0000.00000  FACTSHEET: Company names/address: Overtown Optimist Club, Inc., al Florida Not For Profit Corporation 3501 N.W. 12th Street, Miami, Florida 33136  Funding request: Overtown Optimist Club, Inc.  $180,000.00  Total Allocation Youth Programming Grants 2024-25: $180,000.00  Scope of work or services (Summary): Provide youth programming initiatives, such as health and wellness enrichment, financial literacy, work readiness andj job skills to youth residents within the  redevelopment area.  Page 2 of6  Packet Pg. 45    4.3  AGENDA ITEM  FINANCIAL INFORMATION FORM  SEOPW CRA  CRA Board Meeting Date: CRA Section:  October 24, 2024  Brief description of CRA Agenda Item:  Authorizing funding in an amount not to exceed $180.000.00 for various youth  programming initiatives.  Project Number (if applicable):  YES, there are sufficient funds in Line Item:  Account Code: 10051.920101.8830000.0000.00000 Amount: $180.000.00  NO (Complete the following source of funds information):  Amount budgeted in the line item: Balance in the line item: Amount needed in the line item: ACTION ACCOUNT NUMBER Project No./Index/Minot Object  $ $ $ TOTAL $ $ $ $  Sufficient funds will be transferred from the following line items:  From To From To  Comments: Funding derives from a non tif revenue fund.  Approved by:  Director 10/17/2024  Approval:  FA  Officer  10/17/2024  Ma4 MAA  Page 3 of6  Packet Pg. 46    4.3  Southeast Overtown/Park West Community Redevelopment Agency  File Type: CRA Resolution Enactment Number:  File Number: 16826  Final Action Date:  AF RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERIOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITHATTACHMENTS. BY A FOUR-FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A,"7 THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS, PURSUANT TO SECTION(S) 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA; WAIVING SAID PROCEDURES FOR COMPETITIVE SEALED BIDDING; AUTHORIZING THE EXECUTIVE DIRECTOR TO DISPERSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLYTO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION, SUBJECT TO THE AVAILABILITY OF FUNDING, FROM THE CORRESPONDING ACCOUNT NO. OTHER GRANT AIDS/NON - TIF REVENUE FUND - 10051.920101.883000.0000.00000, IN AN AGGREGATE AMOUNT NOT TO EXCEED ONE HUNDRED EIGHTY THOUSAND DOLLARS AND ZERO CENTS ($180,000.00) ("FUNDS") TO ASSIST THE ORGANIZATION SET FORTH IN EXHIBIT "B," ATTACHED AND INCORPORATED HEREIN, IN PROVIDING YOUTH TRAINING PROGRAMS, AS DESCRIBED IN THEIR RESPECTIVE PROPOSAL, AS SET FORTH IN EXHIBIT "C," WITHIN THE REDEVELOPMENT AREA IN FISCAL YEAR 2024-2025 (PURPOSE"); FURTHER. AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR THE INCORPORATION OF  RECITALS AND AN EFFECTIVE DATE.  WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its redevelopment area in accordance with the 2018 Updated Southeast Overtown/Park West Redevelopment Plan "Plan");  and  WHEREAS, pursuant to Section 163.340(9) Florida Statutes, "community redevelopment means projects of a :. community redevelopment agency in a community redevelopment area for the WHEREAS, Section 2, Goal 4 of the Plan lists the "creatifon of] jobs within the community.."  elimination and prevention of the development or spread ofs slum and blight";and  as a stated redevelopment goal; and  Page 4 of6  Packet Pg. 47    4.3  WHEREAS, Section 2, Goal 6 of the Plan, lists "improving the quality ofli life for residents", asa WHEREAS, Section 2, Principle 4 of the Plan, states, "there must be variety in employment WHEREAS, Section 2, Principle 6 of the Plan lists "addressling and improv/ing] the neighborhood economy, and expandlingl the economic opportunities. this entails both the support and enhancement ofexisting businesses and local entrepreneurs," as a stated redevelopment principle; and WHEREAS, the organization, Overtown Optimist Club, Inc., a Florida Not For Profit Corporation, defined in Exhibit "B," attached and incorporated herein, provides youth programming, which among other things include, health and wellness enrichment, financial literacy, work readiness and  stated redevelopment goal; and  opportunities" as a stated redevelopment principle; and  job skills training to youth residents within the redevelopment area ('Purpose");and  WHEREAS, the organization, defined in Exhibit "B," attached and incorporated herein, has completed applications and have requested funds to assist in continuing to provide youth training programs, as described in their respective proposals as set forth in Exhibit "C," attached and incorporated  herein; and  WHEREAS, the organizations' mission, individually, continue to align with the Plan and further WHEREAS, the Board of Commissioners, on July 27, 2023, adopted Resolution No. CRA-R-23- 0038, authorizing the Executive Director to disperse funds in Fiscal Year 2023-2024 for youth training  the Purpose stated herein; and  programs facilitated by the organization, defined in Exhibit "B"; and  WHEREAS, the Board of Commissioners wishes to further authorize funding in an aggregate amount not to exceed One Hundred Eighty Thousand Dollars and Zero Cents ($180,000.00) ("Funds")to the organization, and in the respective amount, as set forth in Exhibit "B" for the Purpose stated herein;  and  WHEREAS, thel Board of Commissioners finds that authorizing this Resolution would further the WHEREAS, based on the recommendation and findings of the Executive Director, attached and incorporated herein as Exhibit "A," it is in the SEOPW CRA's best interest for the Board of Commissioners to authorize, by an affirmative four-fifths (4/5ths) vote, a waiver of competitive sealed bidding procedures, pursuant to Sections 18-85 and 18-86 of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA, to allocate said Funds, subject to availability, and to authorize the Executive Director to negotiate and execute any and all agreements necessary, all in  SEOPW CRA redevelopment goals and objectives; and  forms acceptable to Counsel, for said Purpose;  NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE  CITY OF MIAMI, FLORIDA: Section 1.  The recitals and findings contained in the Preamble to this Resolution are  adopted by reference and incorporated herein as if fully set forth in this Section.  Page 5 of6  Packet Pg. 48    4.3  Section 2.  Pursuant to Sections 18-85 and 18-86 of the City Code, as adopted by the  SEOPW CRA, by a four-fifths (4/5th) affirmative vote, after an advertised public hearing, the Executive Director's recommendation and written findings, attached and incorporated herein as Exhibit "A," that competitive negotiation methods and procedures are not practicable or advantageous to the SEOPW CRA, and waiving the requirements for said procedures are hereby ratified, approved, and confirmed.  Section 3. Purpose stated herein. Section 4. Section 5.  The Executive Director is hereby authorized' to disperse the Funds, at his  discretion, subject to the availability of funding from Other Grant Aids / Non-TIF Revenue Fund - 10051.920101.883000.0000.00000 to the organization, Overtown Optimist Club, Inc., and further the  The Executive Director is authorized" to negotiate and execute an agreement, Sections of this Resolution may be renumbered or re-lettered and corrections of  including any and all necessary agreements, alli ini forms acceptable to Counsel, for said Purpose. typographical errors which do not affect the intent may be authorized by thel Executive Director, or the Executive Director's designee, without need for public hearing, by filing a corrected copy of same with  the City of Miami City Clerk.  Section 6. This Resolution shall become effective immediately upon its adoption.  APPROVED AS TO FORM AND LEGAL SUFFICIENCY:  yap-Bpsarcons  10/17/2024  'Thel herein authorization is further subject to compliance with alll legal requirements that may bei imposed, including buti not limited to those prescribed by applicable Statel law, City Charter and City Code provisions, as  adopted by the SEOPW CRA.  Page 6 of6  Packet Pg. 49    EXHIBIT "A"  4.3.a  SEOPW Board of Commissioners Meeting  October 24, 2024  SOUTHEAST OVERIOWNPARK WEST COMMUNITY REDEVELOPMENT AGENCY  4/5ths RECOMMENDATION INTER-OFFICE MEMORANDUM  To: Board Chair Christine King and Members oft the SEOPW CRA Board  Date: October 17,2024 File:  Subject: Recommendations and findings to waive competitive sealed bidding and negotiation methods pursuant to City Code 18-85(a) for Youth Programming  inFY 2024-2025. Enclosures: Exhibit"A"  From: James D. McQueen Executive Director  Exhibit "B" Exhibit "C"  BACKGROUND:  The Board of Commissioners ("Board") of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA")isr responsible for carrying out community redevelopment activities and projects within its redevelopment area in accordance with the 2018Updated SEOPW CRA Redevelopment Plan ("Plan"). Overtown Optimist Club, Inc., al Florida Not For Profit Corporation, requests assistance in an amount not to exceed One Hundred Eighty Thousand Dollars and Zero Cents 618,00.0CFumds). Overtown Optimist Club, Inc. engages in youth training programs, which among other things include, health and wellness enrichment, financial literacy, work readiness and job skills training to youth residents within the redevelopment area, who are preparing for college and, eventually, the workforce ("Purpose"). Itisr recommended that such programming be continued in Fiscal Year 2024-2025 in order to improve the quality oflife fory youth residents ofOvertown. Thel Executive Director has reviewed and vetted Overtown Optimist Club,  Inc.'sr request, in accordance with the objectives of the Plan.  RECOMMENDATION:  Inl light oft the above-stated, approval ofawaiverofthe formal gurememtsofcompative sealed bidding methods as not being practicable or advantageous to the Southeast Overtown/Park West Community Redevelopment Agency as set forth in the City CodeofOrdinances, as amended, specifically Sections 18-85(a)andi the affirmation ofthese written findings and thei forwarding the same to the Board of Commissioners oft the SEOPW CRA by a  four-fifths vote is respectfully requested.  APPROVED A  JamesD. McQueen, Executive Director  Packet Pg. 50    EXHIBIT "B"  4.3.b  Organizations  Overtown Optimist Club, Inc.  $180,000.00  Total Allocation Youth Programming Grants 2024-25: $180,000.00  Packet Pg. 51    EXHIBIT "C"  4.3.c  o  a  @  1896  September 4, 2024  Mr. James McQueen, Executive Director  Southeast Overtown Park West/Community Revitalization Association (SEOPW/CRA)  825 NW 2nd Avenue Miami, FL: 33136 Dear Director McQueen,  Itis with great anticipation that we submit this proposal on behalfofthe Overtown Optimist The Overtown Optimist Club respectfully requests support for the 2024-2025 (operating year) from our local Community Redevelopment Agency (CRA) to support our year-round programming which has made ai meaningful difference in the Overtown community for 30 years. Ac continued investment from the SEOPW/CRA will aid us in sustaining jobs within Overtown The seminal objective of the Club has been to create and sustain a safe haven for students and families during the critical out-of-school hours. The Overtown Optimist Club has a mission of increasing student and family access to affordable, inclusive, high quality youth development programming with an eye towards wellness. To achieve its mission, the Optimist Club activates a year-round out-of-school program model which serves as a safe haven for the Overtown The Optimist Club is grateful to have received support from the SEOPW/CRA for the last two years, this funding as propelled aided us in attracting new donors and to further stabilize employment of our 3-full-time and our 4-part-time staff, all ofwhom reside within the  Club, Inc., also known as The Optimist Club.  and serving as ai resource for our children and families.  community.  SEOPW/CRA catchment area.  OVERTOWN OPTIMIST CLUB, INC. 350 NW 12th Street Miami, FL33136 P.O. Box 12895 Miami, FL 33101 w.overownopimatong  305.680.0430 no@meopimsicub.arg  Packet Pg. 52    EXHIBIT "C"  4.3.c  o  o  @  1896  A quick look at the data for the 2023-2024 operating year highlights our impact.  0-0-0 0000 0000 po0g SERVICE DAYS 306  P  MEALS SERVED 16,480 Afterschool Spring Summer Average Cost Per Student $113.33  2023-2024 PARTICIPANTS 160 Afterschool Spring Summer 240 Athletics  GENDER BOYSIGIRLS 50.2%/49.8%  Wel believe that the mission of the Overtown Optimist Club is consistent with the broad vision of the SEOPW/CRA and hope that you will find fiscal alignment to support this longstanding Overtown program. Ifyou have any additional concerns or questions, please don'thesitate tol let Ifyou need any additional information, please don'th hesitate to contact me via email at haomicdthsemimsiclabon or office phone at 305.517.6608 or cell 202.560.9829.  me know.  Sincerely and respectfully,  Ieshia Haynie Executive Director  OVERTOWN OPTIMIST CLUB, INC. 350 NW 12th Street Miami, FL33136 P.O. Box 12895 Miami, FL 33101 w.overownopimatong  305.680.0430 no@meopimsicub.arg  Packet Pg. 53    EXHIBIT "C"  4.3.c  CLUBOFO S (Qo) 1896  Overtown Optimist Club, Inc.  Physical Address: 3501 NW 12th St. Miami, FL: 33136 Mailing Address: P.O. Box 12895 Miami, FL33101 Executive Director: Ieshia Haynie Email: haypniedthsepimiaclaboen Submitted to SEOPW CRA September 5, 2024  PAST, PRESENT & FUTURE  Overtown Optimist Clubl has ai mission ofincreasing student and family access to affordable, inclusive, high quality youth development programming with an eye towards health. The Overtown Optimist Club Health and' Wellness initiative has at two-pronged objective. The seminal objective oft the Club has been to create and sustain a safe haven for students and families during the critical out-of-school hours. To achieve its mission, the Club activates a year-round out-of-school program model which serves as a safe Ini its 30-year history, the Overtown Optimist Clubl has successfully pivoted its hallmark, sports enthusiast programming, to include academic advisement, ensuring students are on track for on-time grade promotion and high school graduation. Al key element within our programming is providing exposure opportunities which will provide students with skills to assist them ins successfully navigating their post- secondary life experiences. Students join the Overtown Optimist Club, as early as four years ofage, and For decades, research! has shown that thel hours immediately after school when parents are unable to supervise their young ones and are the times when kids and youth are more prone to risky behaviors or to become victims of crime. Last year a report released by Fight Crime: Invest in Kids analyzed law enforcement agency and FBI crime data and was ablet to verify that the time between 2j pm - 6pm during  haven for the Overtown community.  continue through high school graduation and beyond.  the school week are the peak time forj juvenile crime. (Manheimer, 2019)  COMPANYGOALS  The Overtown Optimist Club embraces and encourages inclusion in all things access, quality and opportunity. Our philosophy believes that children ofall abilities have ai right to equal access to and meaningful participation in education, employment, character education, and social emotional The Club provides services to students attending schools in Overtown including, Downtown Miami Charter School, Frederick Douglass Elementary, Phillis Wheatley Elementary, Paul Dunbar K-8, Jose de Diego Middle School Ninety percent of our students receive free and reduced lunch, and are grappling with the complexities ofl living in a community with concentrated areas of poverty.  development.  Packet Pg. 54    EXHIBIT "C"  4.3.c  CLUBOFO S (Qo) 1896 GOALS  The Overtown Optimist Club has a two-pronged goal. The seminal goal oft the Club has been to create and sustain as safe haven for students during the critical out-of-school hours. The Overtown Optimist Club has an inclusion goal which ist to provide year-round academic and exposure enrichment for students Our goal is to help kids of all ages develop healthy behaviors that lead to lifelong habits and wellness. We have found that young kids and teens benefit through enhanced self-image, which can transform how they see themselves and their trajectory in life. Data has shown that on average, 83% of our youth under age 8 are dealing with obesity issues. It's crucial that we design and sustain ecosystems which provide kids with  living within Overtown and its surrounding areas.  the tools for a healthy future. Year-Round Deliverables: 2. a week-long spring break intensive; 3. an 8-week summer camp,  1.an afterschool initiative; (includes homework assistance, academic and enrichment exposure)  4. STEM Saturdays (monthly, during the school year) 5. Summer Youth Employment programming (through partnerships) 6.. Athletic Programming (basketball, baseball, cheer, football, soccer) 7a. Community Health & Wellness Events (4x per year)  7.1 Health & Nutrition programming (meal services during afterschool, spring break and summer)  8. Annual College Tour 9. Transportation 10. Social. Justice Campaign 11, Character Education (12-month series) 12. Health & Wellness Events (KidsFest)  WORKLOCATION  The Overtown Optimist Club has aj primary location of Theodore Gibson Park, located at 401 NW 12th Street. A small percentage (2%) ofour athletic practice programming occurs at Charles Williams Park,  located at 17171 NW: 5th Avenue Miami, FL33136. GRANTI MILESTONES: YEAR ROUND DELIVERABLES  Afterschool Campaign Transportation  Begins first day of School (August) Ends last day Club Transporter picks up students from our participating schools. Transportation is also used in the summer and spring break for some Week-long intensive which includes 21 field trips, academic studies, mindfulness, STEM, breakfast, lunch and snack, and enrichment activities  ofschool (June)  fieldtrips.  Spring Break (week-long)  Packet Pg. 55    EXHIBIT "C"  4.3.c  CLUBOFO S (Qo) 1896 Summer (8 weeks)  8-week long series which provides 2 field trips per week, academic engagement, which includes reviewing sight words and mastering grade level math facts, breakfast, lunch, snack and hydration, mindfulness, STEM, Zumba, music, South Florida Symphony and Faena Art During School Only (lx per month) (20) High School students employed. June August as Camp Counselor and support Basketball, Baseball, Cheer, Football and Soccer programming, the Optimist Club provides practice uniforms and game jerseys, transportation to/from games, hydration, insurance, end ofs season Afterschool dinner and snack, Spring and Summer breakfast, lunch and snack daily 25 participate in a week-long college tour, with at least one exposure trip for students. This campaign takes High School students ona mini-trip to DC to visit thel Holocaust Museum and the African American Heritage Museum A1 12-month character education series, delivered on al Monday of each month  STEM Saturdays Summer Youth Employment Athletic Programming  banquet  Health & Nutrition Program Annual College tour (Spring) Social Justice Campaign (Summer) Smart N' Up University FUNDING CAMPAIGN  The Overtown Optimist Club utilizes al braided funding stream to aid us in delivering our year-round goals and objectives, which include private donors, fundraisers, and serving as a subcontractor for the Department of Education and the Department of Agriculture. For the first time ini its existence, the Overtown Optimist Club will apply for the Community Development Block Grant (CDBG) grant in 2023. Additionally, the Club intends to seek funding once again from the honorable Mayor Frances Suarez, City ofMiami, and for the first time we' d like to seek funding from the honorable Miami-Dade County Mayor  Daniella Levine Cava.  YEAR-ROUNDCALENDAR (see addendum A)  Packet Pg. 56    Using Movement, Play Sports and Nutrition to Educate and Heal EXHIBIT "C"  4.3.c  2024-2025 Overtown Optimist Club Year-round Program Budget  Organization Name: Overtown Optimist Club, Inc. Grant Program: Health & Wellness Planning  Date: September 2024  Using Academics, Athletics and Art to Educate & Heal  Program Expenses: The following expenses support and sustain the Overtown Optimist Club afterschool, spring break and summer programming.  Expenses Line Item  Grant Funding $24,400.00 $46,000.00 $19,000.00 $28,000.00 $21,600.00 $11,000.00 $30,000.00  TOTAL EXPENSES  Briefly explain line items.  Optimist Community Health & Wellness activities (quarterly events)hygiene kits, $24,400.00 haircuts, swimming lessons, water safety instructors which includes prevention, intervention and remeditation, 1-week of spring $46,000.00 break, college tour curation,. 8-wk summer enrichment and exposure, Upgrade laptops and desktops which break down the digital divides which exist $19,000.00 for students in our area. Increase classroom technology for service delivery Fieldtrips and annual exposure opportunities like college tour, spring break, Transportation: supports our daily, weekend and spring break usage of vans, $21,600.00 the maintenance, gasoline, and commission bus services for fieldtrips Annual training and professional development; suicide prevention, Adverse $11,000.00 Childhood Experiences, behavioral, mental health, abuse, drug and backgd Daily and seasonal Dreakasvlunehdinner, snack and hydration as well as  Health & Wellness Instruction Academic Enrichment & Instruction Technology & Innovation Enrichment & Exposure Activities Transportation Curriculum & Training Food & Nutrition (Daily Dinner/Lunch Svc)  $28,000.00 exposure instructors, athletics apparell  $30,000.00 community events $0.00 $0.00 $0.00 $180,000.00  TOTAL EXPENSES  $180,000.00  Packet Pg. 57 2021-2022  Health Wellnesss Initiative 1    Southeast Overtown/Park West Community Redevelopment Agency NOTICE OF PUBLIC HEARING  The Board of Commissioners ("Board") of the Southeast Overtown/ Park West Community Redevelopment Agency ("SEOPW CRA") will hold a Public Hearing on Thursday, October 24th, 2024, at 10:00 a.m. or anytime thereafter in the City Commission chambers located at Miami City Hall, 3500 Pan American Drive, Miami, The Board will consider the allocation of funding to the following organizations (collectively, the Organizations"): Girl Power Rocks, Ina accordance with the SEOPW CRA 2018 Redevelopment Plan Update ("Plan") and Florida Statutes 163, the Board will consider the allocation of funding an amount not to exceed Two Hundred Eighty-Three Thousand Five Hundred Dollars and Zero Cents ($283,500.00). Thisfi funding will aid in providing Youth Programming within the redevelopment area and is consistent with the Plan. All comments and questions with respect to the meeting and public participation should be addressed to James D. McQueen, Executive Director, or Vincent T. Brown, Esq., Staff Counsel, at 819 N.W. 2nd Avenue, This action is being considered pursuant to Section 18-85(a) of the Code of the City of Miami, Florida as amended ("City Code"). The recommendation and findings to be considered in this matter are set forth in the proposed resolution and will be available as with the scheduled SEOPW CRA Board meeting or anytime thereafter Should any person desire to appeal any decision of the Board with respect to any matter considered at this meeting, that person shall ensure that a verbatim record of the proceedings is made, including all testimony and evidence upon which any appeal may In accordance with the Americans with Disabilities Act of 1990, persons needing special accommodations to participate in this proceeding may contact the Office of the City Clerk at (305) 250-5361 (Voice), not later than two (2) business days prior tot the proceeding. TTY users may call 711 (Florida Relay Service), not later than two (2) business days prior to the proceeding.  FL3 33133.  Inc. and Overtown Optimist Club, Inc.  3rd Floor, Miami, Florida 33136 or (305)679-6800.  int the City Commission chambers.  be based (F.S. 286.0105).  Ad No. 43601  Todd B. Hannon Clerk of the Board    4.4  SEOPW Board of Commissioners Meeting  October 24, 2024  SOUTHEAST OVERTOWNPARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER-OFFICE MEMORANDUM  To: Board Chair Christine King and Members of the CRA p  Date: October 17, 2024 File: 16827  Board  Subject: 4/5th Vote: Arts & Culture Initiatives Enclosures: File # 16827 - Notice to the  inFY2024-2025. Public  From: James McQueen Executive Director  File # 16827 - Exhibit A File # 16827 - Exhibit B File # 16827 - Exhibit C  BACKGROUND:  A Resolution of the Board of Commissioners ("Board") of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA"), with attachments, by a four-fifths (4/5ths) affirmative vote, after an advertised public hearing, ratifying, approving, and confirming the executive director's recommendation and finding, attached and incorporated herein as Exhibit "A," that competitive negotiation methods and procedures are not practicable or advantageous, pursuant to Section 18-85 and 18-86 of the code of the City of Miami, Florida, to assist the organizations set forth in Exhibit "B," attached and incorporated herein, inj providing various arts and culture initiatives, which will create jobs and connect communities, as described in their respective proposals as set forth in Exhibit "C," attached and incorporated herein, within the redevelopment area in fiscal year 2024-2025 ("Purpose"), and waiving the requirements for competitive sealed bidding as not being practicable or advantageous to the SEOPW CRA; further authorizing funding in an amount not to exceed One Hundred Sixty-Seven Iti is recommended that the Board of the SEOPW CRA approve and adopt the attached Resolution, authorizing the allocation of the Funds to the organizations for thel Purpose stated therein.  Thousand Five Hundred Dollars and Zero Cents 516/3w000CFinds.  JUSTIFICATION:  Pursuant to Section 163.340(9), Florida Statutes (the "Act") community redevelopment means "undertakings, activities, or projects of a : community redevelopment agency in a community redevelopment area for the elimination and prevention of the development or spread of slums and  blight...."  Packet Pg. 59    4.4  Section 2, Goal 4 of the Plan lists the "creati[on of] jobs within the community)..that will provide life Section 2, Goal 6 of the Plan, lists "improving the quality of life for residents", as as stated redevelopment Section 2, Principle 4 oft the Plan, states, "there must be variety in employment opportunities" as a stated Section 2, Principle 6, of the Plan provides that to "address and improve the neighborhood economy and expand the economic opportunities of present and future residents . as a stated redevelopment  sustaining. jobs to residents" as a stated redevelopment goal; and  goal; and  redevelopment principle; and  principle. FUNDING:  $167,500.00 from Other Grant Aids - Non TIF Revenue Fund - 10051.920101.883000.0000.00000  FACT SHEET:  Company names/mailing addresses: al Florida Not] For Profit Corporation 8191 N.W. 2nd Avenue, Miami, Florida 33136 Gateway Airport Concessions, Inc., aF Florida Profit Corporation 71 N.E. 173rd Street, Miami, Florida 33162 Miami-Dade North Arts & Humanities Foundation, Inc., al Florida Not For Profit Corporation 701 Brickell Avenue, Suite 3300, Miami, Florida 33131 Norwood Consulting, Inc., aF Florida Profit Corporation 14844 Breckness Place, Miami Lakes, Florida 33016 Urgent, Inc.,  Black Archives History and! Research Foundation of South Florida, Inc.,  aF Florida Not] For Profit Corporation  1000N.W. 1St Avenue, Suite 100, Miami, Florida 33136  Funding request:  Black Archives History and Research Foundation of South Florida, Inc.  $45,000.00 $25,000.00 $45,000.00 $45,000.00 $7,500.00  Gateway Airport Concessions, Inc.  Miami-Dade North Arts & Humanities Foundation, Inc.  Norwood Consulting, Inc. Urgent, Inc.  Page 2 of7  Packet Pg. 60    4.4  Total Allocation Arts & Culture Grants 2024-25: $167,500.00  Scope of work or services (Summary): Provide arts & culture initiatives within thei redevelopment  area.  Page 3 of7  Packet Pg. 61    4.4  AGENDA ITEM  FINANCIAL INFORMATION FORM  SEOPW CRA  CRA Board Meeting Date: CRA Section:  October 24, 2024  Brief description of CRA Agenda Item:  Authorizing funding in an amount not to exceed $167.500.00 for various arts and  cultural initiatives.  Project Number (if applicable):  YES, there are sufficient funds in Line Item:  Account Code: 10051.920101.8830000.0000.00000 Amount: $167.500.00  NO (Complete the following source of funds information):  Amount budgeted in the line item: Balance in the line item: Amount needed in the line item: ACTION ACCOUNT NUMBER Project No./Index/Minot Object  $ $ $ TOTAL $ $ $ $  Sufficient funds will be transferred from the following line items:  From To From To  Comments: Non tif revenue source used for this purpose.  Approved by:  Director 10/17/2024  Approval:  FA  Officer  10/17/2024  Ma4 MAA  Page 4 of7  Packet Pg. 62    4.4  Southeast Overtown/Park West Community Redevelopment Agency  File Type: CRA Resolution Enactment Number:  File Number: 16827  Final Action Date:  AF RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERIOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITHATTACHMENTS. BY A FOUR-FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A,"7 THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS, PURSUANT TO SECTION(S) 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA; WAIVING SAID PROCEDURES FOR COMPETITIVE SEALED BIDDING; AUTHORIZING THE EXECUTIVE DIRECTOR TO DISPERSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLYTO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION, SUBJECT TO THE AVAILABILITY OF FUNDING, FROM THE CORRESPONDING ACCOUNT NO. OTHER GRANT AIDS/NON - TIF REVENUE FUND - 10051.920101.883000.0000.00000, IN AN AGGREGATE AMOUNT NOT TO EXCEED ONE HUNDRED SIXTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS ($167,500.00) ("FUNDS")TO ASSIST THE ORGANIZATIONS SET FORTH IN EXHIBIT "B," ATTACHED AND INCORPORATED HEREIN, IN PROVIDING ARTS & CULTURE PROGRAMS FOR THE PRESERVATION OF HISTORICAL CULTURAL HERITAGE, AS DESCRIBED IN THEIR RESPECTIVE PROPOSALS AS SET FORTH IN EXHIBIT "C," WITHIN THE REDEVELOPMENT AREA IN FISCAL YEAR 2024-2025 "PURPOSE"); FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR THE INCORPORATION OF  RECITALS AND AN EFFECTIVE DATE.  WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its redevelopment area in accordance with the 2018 Updated Southeast Overtown/Park West Redevelopment Plan "Plan");  and  WHEREAS, pursuant to Section 163.340(9) Florida Statutes, "community redevelopment means projects of a : community redevelopment agency in a community redevelopment area for the  elimination and prevention of the development or spread of slum and blight"; and  Page 5 of7  Packet Pg. 63    4.4  WHEREAS, Section 2, Goal 4 of the Plan lists the "creati[on of] jobs within the community..." WHEREAS, Section 2, Goal 6 oft the Plan, lists "improving the quality ofl life for residents",asa WHEREAS, Section 2, Principle 4 of the Plan, states, "there must be variety in employment WHEREAS, Section 2, Principle 6 of the Plan lists "address(ing] and improv(ing] the neighborhood economy, and expand(ing] the economic opportunities. this entails both the support and enhancement of existing businesses and local entrepreneurs," as a stated redevelopment principle; and WHEREAS, the organizations (Black Archives History and Research Foundation of South Florida, Inc., a Florida Not For Profit Corporation; Gateway Airport Concessions, Inc., a Florida Profit Corporation; Miami-Dade North Arts & Humanities Foundation, Inc., a Florida Not For Profit Corporation; Norwood Consulting, Inc., al Florida Profit Corporation; and Urgent, Inc., a Florida Not For Profit Corporation) (collectively, the "Organizations"), more particularly defined in Exhibit "B" attached and incorporated herein, provide arts & culture programming, which preserve the rich history of the  as a stated redevelopment goal; and stated redevelopment goal; and  opportunities" as a stated redevelopment principle; and  redevelopment area and connect the community ("Purpose"); and  WHEREAS, the Organizations listed in Exhibit "B," attached and incorporated herein, have completed applications and requested funding to assist in continuing to provide arts & culture programming, as described in their respective proposals as set forth in Exhibit "C," attached and  incorporated herein; and  WHEREAS, the Organizations' missions, individually, continue to align with the Plan and WHEREAS, the Board of Commissioners, on January 25, 2024, adopted Resolution No. CRA- R-24-0002, authorizing the Executive Director to disperse funds for expenditures in support of the  further the Purpose stated herein; and  "culture and arts programs" facilitated by the Organizations listed herein; and  WHEREAS, the Board of Commissioners wishes to further authorize funding in an aggregate amount not to exceed One Hundred Sixty-Seven Thousand Five Hundred Dollars and Zero Cents ($167,500.00) ("Funds") to the Organizations listed and in the respective amounts, as set forth in Exhibit  "B" for the Purpose stated herein; and  WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the WHEREAS, based on the recommendation and findings of the Executive Director, attached and incorporated herein as Exhibit "A," it is in the SEOPW CRA's best interest for the Board of Commissioners to authorize, by an affirmative four-fifths (4/5ths) vote, a waiver of competitive sealed bidding procedures, pursuant to Section 18-85 of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA, to allocate said Funds, subject to availability, and to authorize the Executive Director to negotiate and execute any and all agreements necessary, all in forms  SEOPW CRA redevelopment goals and objectives; and  acceptable to Counsel, for said Purpose; CITY OF MIAMI, FLORIDA:  NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE  Page 6 of7  Packet Pg. 64    4.4  Section 1. Section 2.  The recitals and findings contained in the Preamble to this Resolution are Pursuant to Section 18-85 of the City Code, as adopted by the SEOPW CRA, by  adopted by reference and incorporated herein as if fully set forth in this Section.  af four-fifths (4/5th) affirmative vote, after an advertised public hearing, the Executive Director's recommendation and written findings, attached and incorporated herein as Exhibit "A," that competitive negotiation methods and procedures are not practicable or advantageous to the SEOPW CRA, and waiving the requirements for said procedures are hereby ratified, approved, and confirmed.  Section 3. Section 4. Section 5.  The Executive Director is hereby authorized' to disperse the Funds, at his  discretion, subject to the availability of funding from Other Grant Aids / Non-TIF Revenue Fund - 10051.920101.883000.0000.00000 to the Organizations and further thel Purpose stated herein. including any and all necessary agreements, alli ini forms acceptable to Counsel, for said Purpose.  The Executive Director is authorized" to negotiate and execute an agreement, This Resolution shall become effective immediately upon its adoption.  APPROVED AS TO FORM AND LEGAL SUFFICIENCY:  yap-Bparcomet  10/17/2024  'Thel herein authorization is further subject to compliance with alll legal requirements that may bei imposed, including buti not limited to those prescribed by applicable Statel law, City Charter and City Code provisions, as  adopted by the SEOPW CRA.  Page 7 of7  Packet Pg. 65    4.4.a  Southeast Overtown/Park West Community Redevelopment Agency  NOTICE OF PUBLIC HEARING  The Board of Commissioners ("Board") of the Southeast Overtown/ Park West Community Redevelopment Agency ("SEOPW CRA") will hold a Public Hearing on Thursday, October 24th, 2024, at 10:00 a.m. or anytime thereafter in the City Commission chambers located The Board will consider the allocation of funding to the following organizations (the Organizations"): the Black Archives History and Research Foundation of South Florida, Inc.; Gateway Airport Concessions, Inc. (Art Beat Miami); Girl Power Rocks, Inc.; the Miami-Dade North Arts & Humanities Foundation, Inc. (Miami MOCAAD); Ina accordance with the SEOPW CRA 2018 Redevelopment Plan Update ("Plan") and Florida Statutes 163, the Board will consider the allocation of funding an amount not to exceed One Hundred Eighty-Seven Thousand Five Hundred Dollars and Zero Cents ($187,500.00). This allocation will provide funding for Arts and Culture events within the All comments and questions with respect to the meeting and public participation should be addressed to James D. McQueen, Executive Director, or Vincent T. Brown, Esq., Staff Counsel, at 819 N.W. 2nd Avenue, 3rd Floor, Miami, Florida 33136 or (305)679-6800. This action is being considered pursuant to Section 18-85(a) of the Code of the City of Miami, Florida as amended ("City Code"). The recommendation and findings to be considered in this matter are set forth in the proposed resolution and will be available as with the scheduled SEOPW CRA Board meeting or anytime thereafter in the City Should any person desire to appeal any decision of the Board with respect to any matter considered at this meeting, that person shall ensure that a verbatim record of the proceedings is made, including all testimony and evidence upon which any appeal may be Ina accordance with the Americans with Disabilities Act of 1990, persons needing special accommodations to participate in this proceeding may contact the Office of the City Clerk at (305) 250-5361 (Voice), not later than two (2) business days prior to the proceeding. TTY users may call 711 (Florida Relay Service), not later than two (2) business days prior  at Miami City Hall, 3500 Pan American Drive, Miami, FL33133.  Norwood Consulting, Inc. (Hampton Art Lovers); and Urgent, Inc.  redevelopment area.  Commission chambers.  based (F.S.286.0105).  to the proceeding. Ad No. 43602  Todd B. Hannon Clerk of the E Packet Pg. 66    EXHIBIT "A"  4.4.b  SEOPW Board of Commissioners Meeting  October 24, 2024  SOUTHEASTOVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY  4/5ths RECOMMENDATION INTER-OFFICE, MEMORANDUM  To: Board Chair Christine King and Members of the SEOPW CRA Board  Date: October 17,2024 File:  Subject: Recommendations: and findings to waive competitive sealed bidding and negotiation methods pursuant toCity Code 18-85(a) for Arts & Culture in FY  2024-2025.  From: James D. McQueen Executive Director  Enclosures: Exhibit"A"  Exhibit "B" Exhibit "C"  BACKGROUND:  The Board of Commissioners ("Board") of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is responsible for carrying out community redevelopment activities and projects within itsr redevelopment area in accordance with the 2018 Updated SEOPW CRAI Redevelopment Plan ("Plan"). The Black Archives History and Research Foundation of South Florida, Inc., a Florida Not For Profit Corporation, Gateway Airport Concessions, Inc., a Florida Profit Corporation, Miami-Dade North Arts & Humanities Foundation, Inc., al Florida Not For Profit Corporation, Norwood Consulting, Inc., al Florida Profit Corporation, and Urgent, Inc., al Florida Not For Profit Corporation (collectively, the "Organizations"), more particularly defined inl Exhibit "B," attached and incorporated herein, request assistance in an amount not to exceed One Hundred Sixty-Seven Thousand Five Hundred Dollars and Zero Cents 616,00.00CFumds). Collectively, the Organizations provide arts & culture programming, which among other things preserve the rich history ofthe redevelopment area, connecting the community with its residents ("Purpose"). This year's arts & culture programming, as described in their respective proposals as set forth in Exhibit "C," includes showcasing an annual art fair, al beautification project oft the Lyric Plaza & the historic Dana A. Dorsey House, as well as al kick-offevent at thel historic Lyric Theatre: for 2024 Soul Basel, which will showcase the work Itisr recommended that such programming be continued in Fiscal Year 2024-2025 in order to improve the quality oflife for youth residents ofOvertown. The Executivel Director has reviewed and vetted each ofthe Organizations'  of the most advanced contemporary artists oft the global African Diaspora.  requests, in accordance with the objectives of the Plan.  RECOMMENDATION:  Inl light ofthe above-stated, approval ofay waiverofthe formal requirements ofcompetitive sealed! bidding methods as not being practicable or advantageous to the Southeast Overtown/Park West Community Redevelopment Agency as set forthi ini the City CodeofOrdinances, as amended, specifically Sections 18-85(a)andi the affirmation oft these written findings and the forwarding the same to the Board of Commissioners of the SEOPW CRA by a  four-fifths votei is respectfully requested.  Packet Pg. 67    EXHIBIT "A"  4.4.b  APPROVED IL  Jamesb/MeQueen, Executive Director  Packet Pg. 68    EXHIBIT "B"  4.4.c  Organizations  Black. Archives History and Research Foundation of South Florida, Inc. $45,000.00  Gateway Airport Concessions, Inc.  $25,000.00 $45,000.00 $45,000.00 $7,500.00  Miami-Dade North. Arts & Humanities Foundation, Inc.  Norwood Consulting, Inc. Urgent, Inc.  Total Allocation Arts & Culture Grants 2024-25: $167,500.00  Packet Pg. 69    4.4.d  HIBIT "C"  TheBlbckArchives 1SLOI CESECIL rouu atthe! BlackArchwesHstorclyeTheatercuturalArsComplex  October 10, 2024 James McQueen, Director 8191 NW: 2nd Avenue, 3rd Floor Miami, FL3 33136  Southeast Overtown Park' West Community Redevelopment Agency  Dear Mr. McQueen and Members of the Board,  l'am writing toy you on behalf of The Black Archives History & Research Foundation of South Florida, Inc., to request your support for an upcomingi initiative that promises to enrich our community's cultural landscape and honor ap pivotal moment in our nation's history. We are excited to announce our plans fort the exhibit, "Commemorating the 60th Anniversary oft the Civil Rights Act," which aligns with the national Black History theme for 2025. This exhibit is scheduled tol launch during Soul Basel 2024 and will continue through Black History Month 2024. It will: serve as a powerful platform tos showcase the civil rights struggle int the United States, utilizing thet talents ofl local artists to bring this important storyt tol life. Tos successfully curate, execute, and launch this exhibit, we are seeking funding support int the amount of $49,6501 fromt the Southeast Overtown Park West Community Redevelopment Agency. This funding will be instrumental in covering the costs Curation and Execution: Engaging local artists to create compelling works thatr reflect the civilr rights movement, Staffing During Soul Basel: Providing adequate staffing to manage andi facilitate the exhibit, ensuringa as seamless and Beautification oft the Lyric Plaza & Dorsey House: Enhancing the aesthetic appeal of the Lyric Plaza through pressure cleaning and touch-up painting att the Dorsey House, creating ani inviting environment for attendees. The Black Archives is committed to preserving and celebrating ther rich history and culture of Black: South Floridat through activation of our properties in Overtown, andt this exhibit represents a signiticant opportunity to engage our communityin meaningful dialogue andr reflection. Wel believe that with your support, we can create ani impactful experience that honors We areg grateful for the ongoing partnership and: support of the Southeast Overtown Park West Community Redevelopment Agency, and wel hope you will consider thisr request favorably. Together, we can continue to foster a vibrant and culturally Thank youf for your consideration. We look forward to the possibility of collaborating withy you ont this important initiative. Please feel freet to contact me directly at 305-318-9584 or kpritchett@bahlt. org should youl have any questions or require  associated with the exhibit, including:  ensuring thee exhibiti ist bothe educational andi inspiring. enrichinge experience for all visitors.  legacy andi inspires future generations.  rich community. furtheri information. Warm regards,  KdeRlb Kamila E. Pritchett, Executive Director  Foundation of South Florida, Inc.  The Black Archives History and Research Foundation of South Florida, Inc. 819 Northwest Second Avenue, Miami, FL 33136 . baf@bahlt.org  786.708.4610 : BAHLT.org  Packet Pg. 70    4.4.d  EXHIBIT "C"  Black Archives Organizational History  The Black Archives History & Research Foundation of South Florida, Inc. was established in 1977 with a mission to collect, preserve, and disseminate the history and culture of Black South Florida. Over the past four decades, the organization has become a cornerstone of cultural preservation and education, dedicated to highlighting the rich heritage and Founded by Dr. Dorothy Jenkins Fields, The Black Archives began as a grassroots effort to document the history of Miami's Black community, which was at risk of being lost amidst urban development and societal changes. The organization quickly grew in scope and influence, establishing itself as a vital resource for historians, researchers, and the general Throughout its history, The Black Archives has been instrumental in the preservation and restoration ofs significant historical sites, including the Historic Lyric Theater, the D. A. Dorsey House, and the Dr. S.H. Johnson X-Ray Clinic (re-opening Fall 2024). These sites serve as cultural hubs, hosting a variety of programs, exhibitions, and events that celebrate and Ina addition to acting as stewards of Black history, The Black Archives has also provided employment opportunities and job training for residents of the Overtown and surrounding areas, employinghundreds of localsi int the 10y years sincet the Lyric Tneaters20l4reopening The organization has consistently engaged the community through educational initiatives, public programs, and partnerships with local artists and cultural institutions. By fostering a deeper understanding of the past, The Black. Archives aims to inspire future generations to appreciate and continue the legacy of those who have shaped the cultural landscape of As we approach our 47"anniversary, The Black Archives remains committed to its founding principles, continually evolving to meet the needs of the community while preserving the stories and achievements of Black South Floridians. As a beacon of cultural excellence, the organization continues to play a pivotal role in the cultural and historical narrative of the  contributions of African Americans in the region.  public.  educate the public about the African American experience.  South Florida.  region.  Packet Pg. 71    4.4.d  EXHIBIT "C"  Soul Basel Success Stories & Activation History  The Black Archives' Soul Basel activations have consistently demonstrated success in community engagement ande employment opportunities, enrichingt the cultural fabric of Overtowny while providing significant economic benefits. Each activation has not only highlighted pivotal moments in Black history and culture but also activated local spaces with vibrant artistic expressions. 2023: Youth Concept Gallery: Black. Art Matters at thel Dorsey House Museum This activation focused on empoweringy young artists, showcasing their worki in al historic setting. It engaged the community by providingap platform for youth expression and creativity, fosteringa sense of ownership and pride among participants and attendees.  2021-22:IfT These Streets Could Talk  This exhibit at thel Lyric Theater highlighted the rich history of Overtown, celebrating itsi influential people, places, and events. Ito drew significant community interest and participation, offering educational insights into the neighborhood's legacy while employingr residents as docents and  support staff.  2021: Soul Basel Art Village  Featuring local artists on the Lyric Plaza, this activation transformed the areai into av vibrant hub of creativity. It provided artists with exposure ands sales opportunities, while also employing community membersi iny various roles, enhancing thel local economy. 2017-18: Funky" Turns 40, The Black Character Revolution  This exhibit from thel Museum of Uncut Funki in Pittsburgh celebrated the history of Black cartoon characters, attracting diverse audiences and sparking conversations about representation in media. It provided employment opportunities ande engaged the community through interactive and Ane exhibit from the Charles H. Wright Museum in Detroit, this activation celebrated the legacy of President Obama, drawing visitors from across the region and national press. It offered jobs in exhibit management and security, while instilling pridei int the community by! honoring a significant 2015-16: Nol More Blues: Al Photographic Anthology Dedicated to Advocacy and Change for This exhibit of photography by Cendino Temei from the Black Lives Matter protests around Miami. The exhibit was shown att the Ward Rooming Housei in Overtown and provided a space to have meanngluiconversatons and reflections around a pivotal moment in history, 2014-15: Purvis' Young Homecoming: AI Man Among the People reinforced Overtown's reputation as a center for cultural excellence.  educational programming.  2016-17: Vision of Our 44th President: Barack Obama  figurei in Black history. Black Lives  Highlightingt thel life and works of Purvis' Young, this exhibit showcased an extensive collection of his art, drawing arte enthusiasts ands scholars alike. It provided employment opportunities and Each of these Soul Basel activations has successfully engaged the community, provided employment, andi fostered as sense of pride and cultural appreciation. They have drawn visitors to Overtown, showcasing the area's rich cultural offerings and contributingt to its economic vitality.  Packet Pg. 72    4.4.d  IfThese Streets Could Talk, 2021-22  Youth Concept Gallery @ Dorsey House, 2023  Danathy jenkine  Funky Turns 40: The Black Character Revolution, 2017-18  Soul Basel Art Village. 2021  Vision of Our 44th President: Barack Obama  2016-17  No More Blues, 2015-16  A  Purvis Young Homecoming: A/ Man Among the People, 2014-15  Packet Pg. 73    4.4.d  EXHIBIT "C"  Soul Basel Schedule/Goals:  Dec 1: Private Donor Soul Basel Tea @ Dorsey House Dec 2: Miami MOCAAD film screening and exhibit launch Dec 6: Exhibit Reception and Sunshine. Jazz Organization Performance **Detailed description of exhibit activation included at the end oft this package  Packet Pg. 74    4.4.d  Soul Basel 2024 Budget - Submitted by The Black Archives MUCE Art Activation- Exhibit in Lyric Lobby, Activations & Callt to Artists  Lyric Theater Activation  Estimated Costs  44,650 (fullo cost breakdown attached)  Project Manager-$5.000 Art WallF Rental-$10,000 Eurator-$5,000 Labor-$4,000 Graphic Design-$1.500 Printing $3,500 Openingre reception-: $6,150 MESPPTERATVCTNTEINT Comission' Works-$3,000 Ostgnggdwyatsise -Housekeeping (12/1-12/7) -Docent (12/1-12/7) -Security (12/1-12/7)  Event staff  $2,500  Beaufification Lyric & Dorsey  Paint @ Dorsey House & Pressure Cleaning Lyric Plaza  $2,500  -Paint ($1,000) -Pressure Cleaning ($1,500)  Estimated CRAI Request Total  $49,650.00  Packet Pg. 75    4.4.d  Packet Pg. 76    4.4.d  -  - - e  Packet Pg. 77    4.4.d  Packet Pg. 78    4.4.d  ARTBEATMIAMI  September 29, 2024 James McQueen Southeast Overtown/Park West Community! Redevelopment Agency 819NW2nd Avenue Miami, Florida: 33136 Dear Mr. McQueen:  Iwould like to extend our heartfelt gratitude for your invaluable support and partnership with Art Beat Miami for our 10th Anniversary events last year at the Brightline Miami Central Station during Art Thanks to the generosity of the Southeast Overtown/Park West Community Redevelopment Agency (SEOPW CRA) collaboration, Art Beat Miami's initiatives and activities achieved resounding success. The feedback from attendees as well as the media has been overwhelmingly positive, and your involvement played a pivotal role in making this possible. Brightline was very happy with the outcome. We could not have presented this one-of-a-kind showcase of visual arts, music, fashion and food inspired by the people and culture of the Overtown & Miami neighborhood dwithout your participation. We are thrilled to share that Art Beat Miami is now celebrating its 11th Anniversary, and we are honored to welcome back the SEOPW CRA as a partner for the third year running. Your continued participation in Art Beat Miami remains a cornerstone in our efforts to position Overtown as a thriving Your generous contribution of $25,000 is a vital component that enables us to produce a diverse range of events and activities at Brightline Miami Central Station. These activities will not only promote and showcase Overtown but also contribute to the success of Soul Basel. Our overarching goal aligns with Art Beat Miami's mission, which is dedicated to creating awareness and tourism as catalysts for economic development in Overtown through thei transformative power of Soul Basel. The service of Brightline Miami into Overtown has expanded the number of patrons into the community. This growth of visitors allows the opportunity for exploration of Overtown and translates into economic impact of dollars spent in the local community. Art Beat Miami provides residents and visitors the landscape to experience a cultural destination. In addition, Art Beat Miami aligns with SEOWP's vision of the Brightline Miami Central Station being an educational hub to discover Overtown, a black and cultural historic neighborhood. The support of Art Beat Miami furthers the goals of  Basel/Miami Art Week.  arts and cultural destination during Art Basel/Miami Art Week and beyond.  SEOWP as outlinedi ini the 2018 Redevelopment Plan.  Art Beat Miami  6815 Biscayne Blvd. #103 Miami, FL33138  nio@artDeatmiam.com  Packet Pg. 79    4.4.d  Your contribution of $25,000 will allow us to produce the events/activities listed below at Brightline Miami Central Station that willl help to promote and highlight Overtown & Soul Basel:  Art Beat Miami Art Exhibit @ Brightline Miami Art Beat Miami Mural & Sculpture(s) Unveiling @ Brightline Miami Art Beat Miami Opening Reception @ Brightline Miami Art Beat Miami, Brightline & Soul Basel/Overtown Destination Ticket Conversations with the Artists @ Brightline Miami Art Beat Miami Sew Artsy (Art on the Catwalk) @ Brightline Miami Chefs of the Caribbean Celebrity Brunch @ Brightline Miami Inclusion of Booker T. Washington High School youth in programming  Art Beat Miami / Soul Basel Information Desk (Ambassadors will disseminate information about Overtown & Soul Basel and wille encourage attendees to visit all that Overtown has to offer). We are confident that your continued support and our collective efforts will help to ensure that Overtown is ai thriving cultural destination and market Overtown as at tourist destination. Please see the  attached  ARTI BEAT MIAMI Art Basel Edition 11th Annual Sponsorship! Package Post Artl Beat Miami 2022 promotional pictures, video & newsletter link: ntps/malch.mp/a5/eicsdyarebatmam-doses-to-rave-reviews Post Artl Beat Miami 2023 promotional pictures, video & newsletter link: to/AwotberomAat-KNyDlg ABM 10th Anniversary! Re-cap' Video itips/malchimp/78040lar.bar-beatmankevenidetals-1417933- ABMI Newsletter  Invoice for the Art Beat Miami 2024: sponsorship  Draft budget  Art Beat Miami some media coverage links 2024 Visit artbeatmiami.com and @artbeatmiami social media pages  Once again, thank you for your unwavering support and dedication to our mutual cause. Your commitment makes a tangible impact on our community, and we look forward to another successful If youl have any questions or would like to discuss our plans further, please dor not hesitate to contact me directly at info@artbeatmami.com or at 305-968-9310. We look forward to having you as our Partner and hearing from you SO we can begin planning for as successful. Art Beat Miami at Brightline Miami.  year working together to celebrate art, culture, and economic growthi in Overtown.  Sincerely, MarieLouissaint Producer  Art Beat Miami  6815 Biscayne Blvd. #103 Miami, FL33138  nio@artDeatmiam.com  Packet Pg. 80    4.4.d  @ @  N  8  5  Packet Pg. 81    4.4.d  -  n  @  n A  E m a A  Packet Pg. 82    4.4.d  o e  0 2 5   @ @  T  Packet Pg. 83    4.4.d  S  o  L I  A  Packet Pg. 84    4.4.d  E  Packet Pg. 85    4.4.d  LJ N o 3 L > & L > O H Z L / LJ    S 1 E - - 5 O A a L M  Packet Pg. 86    4.4.d  A 3 - C a 3  o  o 2  Packet Pg. 87    4.4.d  o 3  5  L  IL  7  -  Packet Pg. 88    4.4.d  0 C  S a  AANZANE  Packet Pg. 89    4.4.d  ZANIZANNZIN  Packet Pg. 90    4.4.d  - o  G  a 3 a  3 C n A  E a m * a a a : A  @    Packet Pg. 91    4.4.d  00  0 C de 8 @ =  @ @ 9 de a 3 5  e I 8 o @ - o T C 6 E  4 3 -  E 8 @ 8 a 00 0  a  -  2 f 6 E 6 0 o  m o 8 5  0 O  de 8 a D e  = A e 5 o E € @  E  Packet Pg. 92    4.4.d  A  E a m a ) 8  a M Bf o 0  8  A  a  @ o 5 N D0 8 5 e @  A A a   o - 5 o D  L A  e E of ç E E N - @ m E 3 6  Packet Pg. 93    4.4.d  S  C    Packet Pg. 94    4.4.d  ZIZ O O N  E  E < n  S - E A C  a  m  R <  o 0  Packet Pg. 95    4.4.d  o  0  N a B  M -  -  5 6 ) 3 R E 5 - 6    Packet Pg. 96    4.4.d  o e Y & I e E 0 8 @ 2 8 @ - 8 I 0 A - I R 2 I 8 E 0 9 5 0  n o a m @ s @ a a 3 n n A n + 1 1 = E la - N : a 8  A 3 A C L I Z K A  X  S  Packet Pg. 97    4.4.d  E M B A    - 2 a 0  Packet Pg. 98    4.4.d  E o O 5 0 > 9 a 00 U @ N E o t a - C 3 C e  S & N  a  Packet Pg. 99    4.4.d  3  - I 1s S R E  o  L LL  @ 0 O NN  - - N  -  K  a N a  W S  o  O  OE 8 0)  N  @  Packet Pg. 100    4.4.d  000000  0000 00  6  Packet Pg. 101    4.4.d  x @ @ 3 A E 0 s : 8 1 A  Packet Pg. 102    4.4.d  Packet Pg. 103    4.4.d  3  Packet Pg. 104    4.4.d  Packet Pg. 105    4.4.d  James McQueen Executive Director S.E. Overtown, /Park' West CRA Re: Formal Request Letter Point Comfort Art Fair & Show  Hampton. Artl Lovers @ Historic Ward Rooming House Program Proposal and Proposed Budget 2024  From: Christopher Norwood,J.D. Founder and Curator  Norwood Consulting, Inc. D.B.A. Hampton Art Lovers  We are formally requesting $125,000 to produce Point Comfort Art Fair & Show and related activities that extend thru Black History Month. We are requesting monies to further the 2018 SE Overtown Park West CRA Redevelopment Plan. Particularly ini the areas of Community Heritage and Historic Preservation (Page 55) as outlined int the plan. As well as the goals of Project Area B (Overtown Cultural & Entertainment District). "The Overtown Cultural and Entertainment District is an economic revitalization project, evolving fromi the Historic Overtown Folk Life Village Master Plan and City of Miami ordinances establishing the Overtown Cultural and Entertainment District. The Overtown Cultural and Entertainment District shall consist of retail corridors with. ...S spaces for artists, artisans and craftspeople..The. intent of the art and theatre based Overtown Cultural and Entertainment district is to allow cultural related venues such as galleries, museums..tol benefit the patron traffic from the proximity to one another within the Cultural and Entertainment District".- - 2018 SE Overtown Park' West CRA  Redevelopment Plan (page 43).  About Hampton. Art Lovers (HAL)  Hampton. Art Lovers' mission is to accentuate African-American Fine Art'si inspirational  unifying and enriching aspects in new and old settings. We are passionate supporters of Hampton University's longstanding commitment to African-American art, the Hampton University Museum Collection, and the International Review of African Americans (Published  HAMPTONA ARTLOVERS by the University since 1976).  Hampton. Artl Lovers honors thel heart and soul of African-American fine artists and makes their work discoverable by anyone who loves art. Hampton ArtLovers believes that understanding culture is increasingly vital ini the modern world. We live ina knowledge economy where demonetization isr rampant. Iti is a world in which  1  wamponarlouescon  Packet Pg. 106    4.4.d  technology can render previously expensive and/or inaccessible products and services much cheaper or event free. Intense, experiential learningi is the currency of the knowledge economy and lovers of art do this naturally. Hampton Art Lovers believes that through culture and education, we can improve our communities and communities  worldwide.  Historic' Ward Rooming House Gallery  Since 2018, Hampton. Art Lovers has been the proud operator of the Historic Ward Rooming House Gallery, owned by the S.E. Overtown. / Park West CRA and the centerpiece of the Historic Overtown Culture Entertainment District Master Plan. Built in the era of Overtown's historic heyday, when it was known as "Colored Town," the Ward Rooming House: stands as a tribute toi the history of the oldest historic black community in the City of Miami. Its location on NW 9th Street integrated it into the epicenter of Overtown's social life and business district.. As one of the fewr remaining buildings ofi its time, a seemingly ordinary rooming house becomes: significant for the larger role it serves inj preserving the history and architecture of Miami's black community. The future of the Ward Rooming House looks promising because it is included in current Overtown preservation efforts for community development and rehabilitation. Our partnership began fullyi inl November 2018, with our Elizabeth Catlett show ati the Ward and thel Ernie Barnes Show at the OPAC (Art Basel 2018). We then extended the partnership through Black History Month. Based on the: successes that followed, we mutually decided that a year-long partnership was sustainable. Today, we are thankful for your investment in HAL to provide culture and programming at the Ward Rooming Our capacity has grown and we've shownresults, we used your dollars wisely. We have been covered numerous times by the Miami Herald, Miami Times, and National Media. We'vel hosted national personalities like Author and Professor Michael Eric Dyson and the General President of Alpha Phi Alpha and Chairman of the Council of Presidents of the National Pan-Hellenic Council, Dr. Everett Ward. Our exhibitions included the HAL- Our programming engages many facets of our community. We've created strategic partnerships with community-Dased organizations and corporate partnerships showcasing the Ward Rooming House Gallery as a place where all are welcome. Hampton. Art Lovers engages the community through the arts. We are a traditional gallery but we also make the effort to develop: shows purely for exhibition. Wel have a public and a private mission which makes our relationship with the CRA the So many people have visited the gallery and by doing SO are reintroduced to Overtown, and its resurgent development led by your agency. These partnerships helped to stretch your investments. We've produced six shows plus our Art Basel Fair (Point Comfort).  HAL/CRA Partnership  House.  curated show of the private art collection of Maya Angelou.  quintessential public/private partnership.  2  wamponarlouescon  Packet Pg. 107    4.4.d  Although our grant last year only required four shows, we wanted to do more and we  did SO within budget. Selected Events from Last Year:  Point Comfort Art Fair & Show 2023 Overtures to Overtown. Jazz Festival Jazz Under a Simple Tree - Live Jazz Series Reception for New World Symphony performance at the Lyric "Conch House Hues" featuring Roy Rolston  "For The People: 700 The Arts" (African-American Art of Miami-Dade Library)  Point Comfort Art Fair (2023)  Hampton. Artl Lovers (HAL) presented its 5th installment ofi its Miami Art Week/Art Basel/Soul Basel art fair and showi in 2022, during Art Basel and Miami Art Week. Point Comfort Art Fair + Show was held at the Historic' Ward Rooming House Gallery, in Historic Overtown, Miami. The art show was held inside the gallery and the art fair behind the galleryi in a fully enclosed, controlled tent. Point Comfort showcased the works of contemporary: and appreciated: artists. On display in the gallery andi ina emperature-controled tent attached to Historic Ward Rooming! House. The Art Fair alsol hosted events, including our Indaba Artists Conversations, Music, and Cultural Nightlife Events. Point Comfort was an enormous success and community-driven with free access to residents. We partnered with B.E.T (Black Entertainment Television), Duke & Dame Spirits, Alpha Phi Alpha Sorority, Wilkie D. Ferguson Bar Association, Florida International University /Wolfsonian Public Humanities Lab, and Florida New Majority; We are a proud partner of Soul Basel. Soul Basel was formed to ensure that Black Art and Culture have a place and al home in Miami during Art Basel/Miami, Art Week. Soul Basel is centered in Overtown and sponsored and supported by the Southeast Overtown/Park West Community Redevelopment Agency (SEOPW CRA) and the Greater Miami Convention & Visitors Bureau (GMCVB). Art of Black Miami. The name "Point Comfort" is derived from the place in colonial Virginia where the first captives from the West African Kingdom of Ndongo (Angola) arrived in late August 1619. History teaches us that although the people of Ndongo and other African tribes lost their native tongues, many of their traditions continue int the song, dance, arts, rituals, and cuisine of today's African-American community. "Point Comfort Art Fair + Show" celebrates these remnants. We are thankful for what has survived and we: showcase the African-American contributions to American fine arti it has produced. HALI receives Programming Support and In-Kind Funding from: Wolfsonian-FIlU Public Humanities Lab (In-Kind)  just to name at few of our corporate and community partners.  Our Partners  3  wamponarlouescon  Packet Pg. 108    4.4.d  Paid Intern Center for Social Change (In-Kind) Fiscal Agent Marketing Support Overtown Associates, LLC (In-Kind) ) Space GreenFamily Foundation  Arto of Black Greater Miami Conventions & Visitors Bureau (In-Kind)  Periodic Financial Support  Media Highlights 2024  'A Canvas for Black artistry': Miami exhibit celebrates Harlem Renaissance ttps/www.miamaminerad.com/lMing/ravelarice28932965.htm Miami D-photographer's portraits give as deeper look at the DJS we know and https//www.miamiamiherald.com/entertainmentAvisual-arts/art-  literature and art  love  baelartce2213anm and Show in Overtown  Miami Art Week: Celebrating hip hop's golden jubilee at Point Comfort Art Fair nttps//www.cbsnews.com/mam/news/mam-art-weekclebrating-hip-hops- golden-ublee-atpont-comfort-aralr-and-show-in-overtown Miami's Black landmarks tell stories of South Florida history Attps//www.miamaminerald.com/news/oca/community/miam- As Florida gears up to celebrate Juneteenth, let's not forget about May 20 https//www.miamaminerald.com/news/oca/community/miam- These South Floridaarts.groupsl highlight Black artists throughout Februaryand beyond nttps/www.maminraldcom/entertainmentisua- Things to Doi in Miami: Overture to Overtown. Jazz  Media Highlights 2023  asParta216032mm adartce2b.92anim rtarice2/1B803/mm  Festival https//www.mamaminewimes.commusc/nings-to-do-In-miam- overture-to-overtown-aZ-estvalstval-al-tne-betsy-notel-16709286 Brandon Clarke Explores the Cultural Significance oft the "Black Card" at Hampton ArtLovers https/www.miaminewimes.comars/brandon.darke-explores-tne-  Dlack-card-at-hampton-art-lovers-17257320  4  wamponarlouescon  Packet Pg. 109    4.4.d  This Art' Week, explore thes soul and spirit of Black fine arti in Overtown nttps//www.win.mn.org/art-and.culure/2022-11-30/ns-artweek-explore-the- Forl Lovers of Black Art, the Point Comfort. Art Fair Is an Itinerary Must During Miami Art Week tps/www.ebony.co/OCOT-OEDEckartine-pont comfort-art-fair-s-an-tinerary-must-during-miami-art-week/ Black art lovers won'twant to miss these shows at Miami Art Week nttps://www.miamaminerald.com/detour/article269122662.htm!  oulanispiltathax.-ieartinovertown  Media Highlights (Previous Years)  How do you celebrate Juneteenth in South Florida? Here's what to know about events ntps/www.miamiheraltscomneaycalantde2625237/htm: AFROPUNK comes to Miami for thet first time tol bring the diaspora together ttps//www.miamiamiherald.com/news/oca/.community/miami- Art Basel Miami 2021:6Must-Attend Events Not To Miss I News http/www.betcom/arie/z857arbasemam-beanach-2021-6-things-to: Attps//www.miamamitmesonine.com/dreamers.chrs-norwoon-prings-Dlack-art- onstoncpuldngarice f630054-933d-17ec-add1-1726D3c8ba25.htm! This Black art gallery is throwing Overtown al birthday party. You're invited www.mlamiherald.co/entertainmentAisualars/artce263686473htm: nttps/www.miamitmesonine.com/lfestyles/arts ltrpoverown.tonda PebratecuyOarice. 533fe9d4-12d0-17180-D372-91514422268.htm: Miami DJ's exhibit showcases pandemic, protest photos of 2020 https//www.miamaminerald.com/news/oca/communily/mami-dade/downtown- It'sal New Dayi in old Overtown, Miami's original Black district is making a Attps//www.miamamineral.com/news/oca/communty/mam-dade/downtown- Hampton. Art Lovers Supporting African American Artists in Miami nttps//slicn.com/nampton-art-overs-supporting-arican-american-artists-in-  aArte.23157b2tm  do  Chris Norwood brings Black art to historic building  Overtown Born Day is celebrated. July 30  miami/article250604069.htm!  comeback  miami/article251013314.htm!  miami/  The 14 Best Things tol Doi inl Miami This Week  5  wamponarlouescon  Packet Pg. 110    4.4.d  nttps//www.miamaminewtimes.com/arts/Dest.things-to-do-in-miam-this-week  D1l81202-2085068  Nine Galleries to Check During Miami Art' Week 2020  https//www.miaminewlimes.com/arts/miamiaml-art-week-2020-gallery-quide- https://www. miamiartzine.com/reaturesphp.php7op-Gallery, 15704588328658 https//www.carlbeannationalweekly.com/newsnampton-artolovers-presents: Phil Shung "Code Noir" Show http://www.sf!tims.com/soto.-live/art-lovers- https/www.mlaminaminerad.com/opinopnon/op-edartce2226599304.htm Point Comfort Art Fair nttps./www.mamineradcomyentertainmentvisual- nttps/www.maminaminewtmescomarrs/nng-to.dommiaml-mocaads- econstructing-identiryalwardromin.nouse-tnrougr.en-une-2/-11195526 The Norwood Collection "Ebony Broadsides: Celebration of the Masters": Show Attps//www.miamamitmesonine.com/lfestyes/an-exnibit-in-overtown-explores- Dack-artsiscontriputons-to-ineart-posters/arice AtA430505.11829B54 Ernie Barnes "From Pads to Palette" Show (Super Bowl Weekend) nttps//thewestsiidegazette.com/erne-barnes-trom-pads-to-palette-art-ot-a- "Art oft the Southern Vernacular" Show ntps/www.evens..s/art-soutnern. vernacular-reaturingeroycamppel-ssta-nar-nstoncward-rooming: "Purvis Young Comes Home: Manchild in the Promised Land" tips/www.mlamiheraldcom/enterainmentwsualarsars/artcle244107762  11748504  Basil Watson "Awakening" Show  Maya Angelou "Art oft the Caged Bird Singing" Show  the-art-of-acaged-bird-singing cature-code-norand-angeous-own Elizabeth Catlett "Hampton Arts Tradition" Show arts/art-basel/article378000492ntm: Miami MOCAAD Reconstructing Identity" Show  8387463Becl.htm! former-nfl-player/ house/377522411  Point Comfort Art Fair and Show Statement & Schedule  Point Comfort Art Fair + Show 2024 is a surround-sound experience of ART, CONVERSATIONS, and Community. Our mantra for this year is "Ubuntu:1Am! Because We. Are". The. African Bantu word 'ubuntu" means "humanity but can also bei translated  6  wamponarlouescon  Packet Pg. 111    4.4.d  as' "lam because we: are". Ini the immortal words of John Lewis, "We are one people, one family, the human family, and what affects one of us affects us all". In 2023, hate crimes ini the U.S. rose toi thel highest level since the FBI began collecting that data int the early 1990s. In response toi this social problem, we encouraged our invited artists to embrace our theme with images of dignity towards the human condition. We are featuring the art of Solomon Adufah, Adonis Parker, Basil Watson, Judy Bowman, BUCKI, Chris Clark, Brandon Clarke, Tiffani Glenn, Musa Hixson, Phil Historic Collection in the Historic Ward Rooming House: Hampton Art Lovers Presents: Sixty years ago, Sam Cooke performed at a club in Miami. Ine early 1963, he recorded a live album called "One Night Stand" at the Harlem Square Club. The club was located in Overtown, Miami'sh historically African-Americanr neighborhood. The recording was intense and vibrant, reflecting Cooke's earlier gospel roots, and wasn't what his label wanted for mainstream audiences. Due toi its perceived intensity and rawness, RCA decided not to release it. However, in 1985, record executive Gregg Geller rediscovered the recordings and released it under a new title: "Live at the Harlem Square Club, in 1963". Itisr now considered one of the greatest live albums ever recorded,  Shung, Rahsaan "Fly Guy" Alexander and Greg Clark.  "One Night Stand!" featuring the Photography of Greg Clark  commemorating Overtown's musical legacy.  Sam Cooke chose to record livei in Overtown because the area played a significant role in the development of soul music during the early to mid-1960s. Overtown's music scene thrived, and venues like the Rockland, Palace, Harlem Square Club, Cotton Club, Ritz Theater, Mary Elizabeth Hotel, and Sir. John attracted both local and out-of-town musicians. Miami soul music was influenced by the sounds of church music, marching bands, and Caribbean melodies, performed by diverse musicians from various  backgrounds.  Hampton Art Lovers curated this exhibition because Greg Clark's photography captures thel local musicians of Overtown, showcasing the allure that attracted music legends like Sam Cooke. Greg'si intimate portraits depict musicians with instruments against the backdrop of empty lots and repurposed buildings that were once prominent entertainment venues in Overtown. Our exhibition is also a way to preserve the stories ofl local musicians from the 1960s and 70s, gathering oral histories to commemorate Overtown's significance as al hubi for Blacki music in America (in partnership with FIU Wolfsonian Public Humanities Lab). As Overtown experiences a resurgence in arts and culture, iti reflects returning toi its musical roots rather than creating something entirely new. "One Night Stand! featuring the Photography of Greg Clark" serves as a guide to rediscovering Overtown's musical past and navigating its future. This show extends into  Black History Month as well. wamponarlouescon  7  Packet Pg. 112    4.4.d  Patio and Gardens (Tent) of the Historic Ward Rooming! House Gallery With the concept "Ubuntu:lam! Because We Are" in mind, our artists created thoughtful pieces to express the humanity that connects us all. Featuring the art of Solomon Adufah, Adonis Parker, Basil Watson, Judy Bowman, BUCK!, Chris Clark, Brandon Clarke, Tiffani Glenn, Musa Hixson, Phil Shung, Rahsaan "Fly Guy" Alexander. Special installation sponsored by One United Bank of the original artwork of Adoniss Parker from their series of credit cards. OneUnited Bank commissioned Adonis to design its credit cards, beginning in 2016. The tenth int the: series wasi released in February. "The Onelove Card" was inspired by the multifaceted concept of love = including self-love, family love, and community love = the OneLoverm Card design, crafted by renowned artist Addonis Parker, reflects Oneuntedscommtment to fostering love, belonging, and understandingi within the Black community and across the nation. Love is where we want tol be and 'Ubuntu' is the vehicle that takes us there. Special Installation "The. James Baldwin Centennial Celebration", honoring the legacy of James Baldwin, one of the most influential voices in American literature and social commentary. Baldwin's powerful prose and insights have profoundly impacted culture, art, and activism, challenging societal norms and advocating for social justice. Organized by the Baldwin family, Curtiss Jacobs Gallery, and Hampton. Artl Lovers. This celebration will showcase contemporary artists exploring Baldwin's themes ofi identity, race, and social justice. The program will feature artist spotlights, panel discussions with leading  figures, and special readings by notable actors.  Schedule  Wednesday - Friends & Family by 100 Black Men of Florida Friday 6th Jazz Under a Simple Tree Saturday 7th - Social Xchange Reception Sunday 8th Community Day Indaba Lounge Series-  6".8"-12-6pm  Thursday 5th Opening Reception Sponsored by 100 Black Men of Florida sponsored  Itemized Budget 8  wamponarlouescon  Packet Pg. 113    4.4.d  Point Comfort (Art Basel)  Proposed Budget 2024 $10,000.00 $10,000.00 $5,500.00 20,000.00 2,000.00 5,000.00 5,000.00 15,500.00 4,000.00 3,000.00 5,000.00 10,000.00 20,000.00 5,000.00 3,000.00 2,000.00 $125,000.00  Staff activities  Art Fair Staff throughout the extent of the fair and related Air and Hotel (Staff and Speakers) Travel and Hotel for Production Staff and Arts Artist Talks (Speakers) Production Costs and Honorariums Tent Festival Tent Rental Insurance Liability Insurance and Art Shipping Cost for Shipping Art toa and from Installation Installation costs for materials and services Curation Design and Curation for the Festival Printing Printing for Marketing Materials Décor Décor for Events during Fair Opening Reception Costs for Production of Opening Event Marketing Marketing and Public Relations Production Overall Production Costs and Services Framing Framing of Art for Fair Security Security Service for Fair Cleaning TOTAL  Daily Cleaning Services and Materials  9  wamponarlouescon  Packet Pg. 114    4.4.d  Point Comfort 2021  POBNT COMFORT ARTF FAIR22 UNCOVER. DISCOVER.  PONT COMFORT FAIR22 UNCOVER. DISCOVER.  10  wamponarlouescon  Packet Pg. 115    4.4.d  RAP RAP  11  wamponarlouescon  Packet Pg. 116    4.4.d  12  wamponarlouescon  Packet Pg. 117    4.4.d  HUSKY.  PGÈNT COMFORT ART FAIR22 UNCOVER. DISCOVER. DEC1 1-4 THEH HISTORICV WARDF ROOMINGI HOUSEG GALLERY BASILV WATSON DUHIRWEF RUSHEMEZA JUDYE TIFFANIG GLENN TOMMY ANIMATOR  CLARKE BUCKI CHRISCLARK HIXSON SHUNG  13  wamponarlouescon  Packet Pg. 118    4.4.d  14  wamponarlouescon  Packet Pg. 119    4.4.d  15  wamponarlouescon  Packet Pg. 120    4.4.d  16  wamponarlouescon  Packet Pg. 121    4.4.d  17  wamponarlouescon  Packet Pg. 122    4.4.d  a ANT  AF  AL  DU  FORTART  TLOV  18  wamponarlouescon  Packet Pg. 123    4.4.d  19  wamponarlouescon  Packet Pg. 124    4.4.d  20  wamponarlouescon  Packet Pg. 125    4.4.d  21  wamponarlouescon  Packet Pg. 126    4.4.d  Black Card-E Brandon Clarke (2023)  22  wamponarlouescon  Packet Pg. 127    4.4.d  RE  23  wamponarlouescon  Packet Pg. 128    4.4.d  3  19554893 1985  OVLHIONAN  44  24  wamponarlouescon  Packet Pg. 129    4.4.d  177548551493  25  wamponarlouescon  Packet Pg. 130    4.4.d  STA  26  wamponarlouescon  Packet Pg. 131    4.4.d  RODKIN  27  wamponarlouescon  Packet Pg. 132    4.4.d  86519  28  wamponarlouescon  Packet Pg. 133    4.4.d  Photos of various Events and Related Programming gProduced by Hampton ArtLovers  29  wamponarlouescon  Packet Pg. 134    4.4.d  30  wamponarlouescon  Packet Pg. 135    4.4.d  CORNELL  31  wamponarlouescon  Packet Pg. 136    4.4.d  SCHO  32  wamponarlouescon  Packet Pg. 137    4.4.d  33  wamponarlouescon  Packet Pg. 138    4.4.d  34  wamponarlouescon  Packet Pg. 139    4.4.d  35  wamponarlouescon  Packet Pg. 140    4.4.d  36  wamponarlouescon  Packet Pg. 141    4.4.d  37  wamponarlouescon  Packet Pg. 142    4.4.d  RAP RAP  RAP  38  wamponarlouescon  Packet Pg. 143    4.4.d  NTCOMFORT  39  wamponarlouescon  Packet Pg. 144    4.4.d  ssocia  40  wamponarlouescon  Packet Pg. 145    4.4.d  Miami MOCAAD ArtoftheA Miami Museumofc AfricanD Diaspora Contemporary  James McQueen, Executive Director 819 NW 2nd Ave., 3rd floor, Miami, FL3 33136 September 6, 2024 Dear Mr. McQueen:  Southeast Overtown / Park West Community Redevelopment Agency  Thank you for considering this application on behalf of Miami-Dade Arts & Humanities Foundation, Inc. dba Miami Museum of Contemporary Art oft the African Diaspora (Miami MOCAAD) for funding in the amount of $45,000 to support our 2024 Soul Basel kickoff event on December 2, 2024, at the historic Lyric Theater in Overtown. Miami MOCAAD's mission is to discover, commission, collect and preserve the work of the most advanced contemporary artists of the global African Diaspora and exhibit this arta at Miami MOCAAD was founded in 2013 and granted 501(c)3 status in 2016. In 2019, Miami MOCAAD hosted its first art exhibition at the Historic Ward Rooming House, curated by Donnamarie Baptiste, Reconstructing: Identity: An Exploration of Identity and Diaspora Through Artistic Practice. Funds from Miami-Dade County andi individual donations supported this exhibition, which was produced solely by Miami MOCAAD. During 2017-2021, Miami MOCAAD participated in exhibitions at Museum of Contemporary Art (MOCA) North Miami, Lowe. Art Museum at University of Miami and Griots' Gallery Since 2022, Miami MOCAAD has presented three interactive mural commissions in Overtown with public programs. The mural project is curated by Miami-based curator Donnamarie Baptiste. "OVERtown: Our Family Tree" by Miami-based artist Anthony "Mojo" Reed II (49' x 14) is located at the Historic Lawson E. Thomas Law Office Building, 1021 NW 2nd Avenue. International Longshoremen Local 1416" by Overtown native Reginald O'Neal is located at the Longshoremen's Union Hall at 816 NW: 2nd Ave. The 2024 mural by Stefan Smith, whose family has lived in Miami for several generations, is entitled Overtown Pitch: Game Changers." It premiered. June: 27, 2024 at the site of the Historic Carver Hotel, now Carver Apartments, 801 NW: 3rd Ave and is visible from I-95. FDOT data show that 7,200 vehicles pass through Overtown on NW: 2nd Ave daily, ensuring that neighborhood residents and county commuters connect with the resilient spirit of Overtown through contemporary art. The Overtown CRA was a partner in authorizing Miami MOCAAD to install murals on the Historic Lawson E. Thomas law A2022 Knight New Work grant supported Miami MOCAAD's commission of three new artworks by Marielle Plaisir for "The Day Heard the Sounds of the World," which premiered March 21, 2024 at the Historic Lyric Theater, 819N NW 2nd Avenue with the documentary, "ARt Connecting Communities: Overtown and Coral Gables." The documentary, largely funded by Miami-Dade County and individual donations, reveals thei interdependent histories of Overtown and Coral Gables. More than 300 persons In 2023, Miami MOCAAD premiered the virtual exhibition and documentary "This Life: Black Life in the Time of Now," at the Urban, 1000 NW: 2nd Avenue. More than 300 persons attended. It was funded by  the highest level both at home and abroad.  and Academy at the Center for Haitian Studies in Little Haiti.  office building (owned by Miami's first Black judge) and the Carver Hotel site.  attended.  1  Packet Pg. 146    4.4.d  Miami MOCAAD Miami Museumofc ArtoftheA AfricanD Diaspora Contemporary  -  the Knight and Mellon foundations and curated by Dr. Anthony Bogues of Brown Universly/Universily, of Johannesburg. Featured artists include Rosana Paulino (Brazil), Rènold Laurent (Hait), Mark Thomas Gibson (Miami native) and Nontsikelelo Mutiti (Zimbabwe). The VR appi for "This Life" will be available through the Meta App Lab Store and the AR app will be available from the Google Play and Apple With funding from Jorge M. Perez Foundation CreARTE Program at The Miami Foundation, Miami MOCAAD is working with the Miami-Dade Public Library System to bring screenings of its inaugural VR exhibition, "This Life: Black Life in the Time of Now" and hands-on student art + tech workshops to The programs that we present in the Overtown community are critical to that mission and position Overtown as a nexus for innovative art and technology projects with local, national and international The Dec 2, 2024 Miami MOCAAD Soul Basel Kickoff, 6pm 10pm at the Historic Lyric Theater event will - Screening of documentary in Historic Lyric Theater, "ARt Connecting Communities: Overtown and ?ARt Connecting Communities" virtual reality art exhibition experience in the outdoor plaza, available e Mural Arte exhibition in the Lyric Theater plaza: Enlarged and illuminated replicas of two of the murals (originals are located within walking distance of the Historic Lyric Theater) with selected QR Codes - Selected oral history QR codes associated with each mural will bei installed, including oral histories about. Judge Lawson Thomas, Overtown Longshoremen Union, contributions of Overtown to the development of Miami, and the penalty kick soccer game. Soul Basel guests will be encouraged to explore oral histories of Overtown incorporated in OR Codes that will accompany the mural replicas e Soul Basel Creative Conversation featuring mural artist, Stefan Smith, to discuss production of Miami MOCAAD's newest mural, and Dr. Dorothy. jenkins Fields to discuss her involvement in Miami MOCAAD Extensive traditional and digital marketing will ensure that both locals and visitors during Miami Art Week have broad awareness of Overtown's significance as a cultural and entertainment destination. Miami MOCAAD is leveraging technology to create a platform that brings the contemporary art of Africa and its Diaspora center stage, connects people, and modernizes the museum experience The work that the CRA does supporting the Overtown community is critical, especially in these difficult times of uncertainty. We believe the Miami MOCAAD Soul Basel Kickoff highlight the CRA's support ofi innovative art and technology offerings in Overtown.  Stores (English, Spanish, French and Brazilian Portuguese).  every county district in Miami-Dade County.  audiences and creatives.  entail:  Coral Gables" using VR headsets  incorporating oral histories about Overtown  art projects that will conserve community history for generations to come - Pre-and post-reception mix and mingle networking with music and food  2  Packet Pg. 147    4.4.d  Miami MOCAAD Miami Museumofc Contemporary ArtoftheA AfricanD Diaspora  a  Thank you for considering Miami MOCAAD's request for $45,000. The proposed budget is attached. The budget reduction reduced the target for guests from 300 persons (which has been achieved at prior events) to 150 persons, Please let us know if you would like additional information.  Sincerely,  OMs.  Marilyn Holifield and Hans Ottinot Co-Founders 701 Brickell Ave, Suite 3300 Miami, FL 33131 E-mail: manlynnamedehawcom  Miami-Dade Arts and Humanities Foundation, Inc. dba Miami Museum of Contemporary Art of the African Diaspora  2024 Overtown Mural Project : Overtown Pitch: Game Changers by Stefan Smith Miami MOCAAD commissioned a series of murals in Overtown (northeast of Downtown Miami) celebrating the neighborhood's history as a center of 20th century Black cultural and economic life. These mixed-reality public art projects incorporate in- person art experiences and digital engagement. QR codes link viewers' devices to oral history videos; an augmented reality app introducing the artist; an interactive experience introducing Miami MOCAAD's future museum; and games allowing users to discover Miami history. The project honors Overtown's people, places and aspirations through  the lens of contemporary art. tips/murais.mamamimocaad.org  Soccer, or futbol, transcends mere sport; it embodies a cultural phenomenon that unites people worldwide in a shared passion. Tol honor this universal love for the game and celebrate Miami's role as host of the upcoming 2026 FIFA World Cup, the Miami Museum of Contemporary Artof the African Diaspora (Miami MOCAAD) proudly announces the unveiling of a groundbreaking mural titled" Overtown Pitch:  Commissioned! by Miamil MOCAAD, StefanE. Smith," Overtownk Pitch: Game Changers" Mock Up  3  Packet Pg. 148    4.4.d  Miami MOCAAD Miami Museumofc ArtoftheA AfricanD Diaspora Contemporary  - Game Changers."  Located at the site of the historic Carver Hotel building, 801 NW: 3rd Avenue in Overtown, the mural launch eventi is set for. June 27th, from 6F PMt to 8 PM. Attendees will be treated to the activation of ani interactive digital penalty kick soccer game and a Creative Conversation with the  mural's artist, Stefan Smith, and  Curator Donnamarie Baptiste, followed by an opportunity to mix and mingle.  Inspired byt the Miami Edison High Girls Soccer Team whose championship victories bring pride and hope, Miami MOCAAD is spearheading at fundraiser benefiting the Little Haiti Football Club/Miami Edison Girls Soccer Team. Most of the Miami Edisoni team are members of the Little Haiti Football Club, which provides support to more than two hundred girls and! boys ages 5t to 19, free of charge.  The "Overtown Pitch: Game Changers" mural is a vibrant tribute to those who have championed change, equality, and inclusivity in soccer. Through an innovative blend of art and technology, the mural features an augmented reality and digital component, inviting viewers to engage in ap penalty kick soccer game ini the context of the mural are and learn about the artist via augmented reality.  Overtown Pitch: Game Changers Launch ofM Miami MOCAAD'sNewest! Interactive Mural8 &l Innovativel Penalityk Kick Soccer Game June: 27, 202416:00- -8:00PM CarverE Building, 801N NW 3rdA Ave. Miami, FL Attendv VirtuallyorinPerson- Admisimcomplimetony Donationst tothel LittleHaitiF Footbaliclub! Girls Soccer reamE KNIGHT FOUNDATI 3 Aihg @PRRIECTURE  AN  Commissioned! by, Miami MOCAAD, Stefan E. Smith, Overtown Pitch: Game Changers" 2024 Virtual Art Exhibition Trailer the virtual exhibition of new work by Marielle Plaisir  Screenshot of "ARt Connecting Communities: Overtown and Coral Gables (VR Preview)" showing  AVRI Preview of "ARt Connecting Communities: Overtown and Coral Gables (VR Preview)" can be  accessed here: itps/www.youtubecomwaich2-IBFInYwCwRO  4  Packet Pg. 149    4.4.d  SA  IAIA  Packet Pg. 150    4.4.d  5A SA A 5 SAIA  Packet Pg. 151    4.4.d  URGENT - -  7INC  October 10, 2024  C/ANNIVERSARY South East Overtown Park' West Community Redevelopment Agency 819 NW: 2nd Ave., 3rd Floor Miami, FL33136 Re: Soull Basel 2024 Grant Request Dear Mr. McQueen:  We are writing toi formally request a $6000 grant to support our upcoming event, "Our Voice Matters," which will take place during Overtown's Soul Basel in Miami from December 6-7, 2024. As a creative youth development organization based in Historic Overtown, we are deeply committed to empowering youth through creativity and self-expression. This immersive event willf feature our youth-driven Photovoice Project, "Our Community, Ourselves,' "showcasing the power of photography and creative Grant funds for this event will: support an opening gallery reception on Friday, December 6, 2024, and Family Arts Days on Saturday, December 7th. The event is expected to engage not only youth participants and their families but also other visitors toi the community, fostering greater awareness, a Our organization has produced a youth gallery show during Soul Basel since 2016, and through our programs, we have successfully supported countless young creatives in finding their voice through artistic expression. "Our Voice Matters"is as significant opportunity to extend this mission to a broader We would be happy to provide any additional information you may need. Our contact information is  narrative to highlight youth perspectives on their communities.  sense of community, creativity, and sel-empowerment.  audience while celebrating the culture and history of Overtown.  below. Thank you for considering this request.  Sincerely, o Dr. Saliha Nelson Chief Executive Officer sallha@urgentinc.org  URGENT, Inc. [Organization's Legal Name] 1000 NW 1st Ave. Ste. 100 Miami, FL33136  Enclosures: Organizational Overview, Success Stories, Organizational Goals, Budget, Portfolio  1000 NW 1st Ave. Ste. 100 Miami, FL33136 - 786-581-7821 I Oficeurgentinc.org  Packet Pg. 152    4.4.d URGENT INC VERSARY  EXHIBIT "C"  Organizational Overview  URGENT, Inc. has been a pillar in the Overtown community for the past 30 years. Since our founding in 1994, we have been dedicated to empowering young, creative minds to transform their lives and communities. Our programs focus on media arts, positive youth development, and career-connected learning, all designed to foster creativity, leadership, education, and Over the years, we have successfully partnered with the South East Overtown Park West Community Redevelopment Agency, reaching over 500 youth since 2015. Ouri innovative approaches, such as the film arts culture entrepreneurship (FACE) internship program, have allowed us to create a significant impact in the lives of youth, families, and the broader Through events like' "Our' Voice Matters," we continue to prioritize youth empowerment and artistic expression while amplifying the voices of the next generation. We believe that by providing youth with the tools to tell their own stories, we can foster a deeper understanding and  empowerment.  community.  appreciation of the diverse communities that make up our city. To learn more about our work, visit www.urgentinc.0rg.  Packet Pg. 153    4.4.d URGENT INC VERSARY  EXHIBIT "C"  Organizational Goals  Project: Our Voice Matters: Our Community, Ourselves- A. Photovoice Project Location: The Historic Lyric Theater, 819 NW: 2nd Ave., Miami, FL 33136  Date: December 6-7, 2024 Event Goals:  Empower Youth through. Art: Through the Our Community, Ourselves Photovoice Project, we aim to provide a platform for young creatives to share their stories, Foster Creative Expression: The event will encourage youth to use photography asa medium of self-expression, empowering them to tell their unique stories through visual Inspire Community Engagement: By showcasing youth perspectives, we seek to spark dialogue within the community and inspire collective action toward positive change. Celebrate Family and Culture: The event's Family Arts Day will bring the community together in a fun, creative environment, fostering family participation through interactive  perspectives, and aspirations.  narratives.  art activities, music, poetry, and a pop-up comic book shop.  Detailed Event Schedule 5:00 PM -8:00 PM  Friday, December 6, 2024. - Opening Paint & Sip Reception  Kick off the event with a fun and engaging evening of artistic exploration. Attendees can enjoy a paint-and-sip activity guided by ai talented local artist while sipping on delightful beverages. This ticketed event offers an opportunity to unleash creativity and connect with the community.  Saturday, December 7, 2024-1 Paint & Pizza: Family Arts Day  11:00 AM- - 3:00 PM  Bring the whole family for a day filled with creativity, music, and fun. Family Arts Day will feature:  Interactive art activities, including painting and drawing Live music and poetry performances Ay youth-led Photovoice gallery tour  Ap pop-up comic book shop showcasing local artists and authors  Event Summary  Join us during Overtown's Soul Basel in Miami for "Our Voice Matters,' "a multi-day celebration ofy youth creativity and community. "Our Community, Ourselves, "a powerful Photovoice Project,  Packet Pg. 154    4.4.d URGENT INC VERSARY  EXHIBIT "C"  invites participants to explore the world through the lens of our youth, highlighting their unique Youth Photovoice is more than just photography--it's a medium for self-expression, advocacy, and community engagement. Through this creative process, young individuals have the opportunity to advocate for change, express their identity, and inspire dialogue within their communities. Their visual storytelling brings attention tot the challenges and triumphs they We invite yout to witness the incredible impact of these young voices and celebrate the vibrant culture and talent of our community's) youth. Experience their artistry, explore their perspectives,  perspectives on thei issues that matter most to them.  experience, sparking collective action toward positive change.  and join us on this inspiring. journey.  Packet Pg. 155    4.4.d URGENT INC NNIVERSARY  EXHIBIT "C"  Success Stories  Success Story: Empowering Youth Voices and Showcasing Talent at Soul  Basel  Celebrating Creativity through Youth-Driven Comic Book Sales  One of the standout successes from our Soul Basel event was the incredible response to our Youth Comic Book Series. Youth participants, many of whom had never: seen themselves as creators, worked tirelessly to develop original comic books that reflected their personal stories, imaginations, and community experiences. These comic books were available for sale at the pop-up comic book shop during our Family Arts Day, offering them an authentic opportunity to Parents, community members, and visitors were thrilled to see the originality and skill oft these young artists, and the comic book sales exceeded expectations, with numerous copies sold. For the youth involved, the success wasn't just financial; it was the realization that their ideas could resonate with an audience and that they had a place in the world of storytelling and artistic  experience the process of creating, distributing and selling their own work.  expression.  A Moment of Pride: Youth Work Displayed in a Historic Venue  For many oft the Overtown families attending the event, the chance to see their child's work displayed at the Historic Lyric Theater was an unforgettable moment. The Lyric, with its deep roots in Overtown's cultural heritage, served as the perfect backdrop to highlight the creativity and vision oft the youth artists. Parents beamed with pride as they saw their children's photographs and artwork, framed and showcased in such a prestigious venue. Children who may have previously seen art as a mere hobby suddenly found their work hanging in a venue One parent shared, Seeing my daughter's photo hanging in the Lyric Theater, knowing all the important history tied to this space-it makes me sO proud. She worked sO hard, and it means the world that her creativity is being recognized in such a meaningful way."  that has hosted countless icons of Black culture and history.  Engaging Emerging Youth Artists in Soul Basel  Another key highlight of the event was our intentional engagement of youth emerging artists and integrating them in the broader Soul Basel programming. Youth who had participated in our Photovoice Project or other art workshops were given the unique opportunity to not only display their work but also collaborate with established artists and participate in discussions on the These young artists had a dedicated space to showcase their work alongside other prominent local artists, positioning them as part of Miami's vibrant art scene. The visibility and validation they received helped to boost their confidence, and for many, it was the first step toward  intersection of art and community.  Packet Pg. 156    4.4.d URGENT INC VERSARY  EXHIBIT "C"  exploring a future int the arts. As one young participant remarked, "Being a part of Soul Basel, where real artists are, made me feel like I'm one too. It's exciting to think that my work is being seen by people who come to this event every year."  The Impact  Through these experiences, youth participants not only honed their artistic talents but also gained valuable skills in storytelling, entrepreneurship, and self-expression. The Our Voice Matters event created a platform where their voices could be amplified, their creativity celebrated, and their future possibilities expanded. Parents, community leaders, and visitors alike were moved by the passion, talent, and vision of the next generation of artists, who  demonstrated that the future of Miami's art scene is bright.  Packet Pg. 157    4.4.d  EXHIBIT "C"  - URGENT - INC VERSARY  Budget  Budget Request: $6000  1. Equipment, Materials & Supplies: $2000  Display Equipment Rentals and Purchases: $700 equipment for displaying art and photographs Art Supplies & Materials: $300 activities during Family Day Printing & Framing: $900 pieces for exhibition  Includes rental/purchase of easels, temporary walls, stands, and other necessary Includes paints, brushes, canvas, paper, and other necessary supplies for art Covers the cost of printing youth photos and professionally framing selected  2. Catering: $1500  Reception (Paint & Sip Event): $900 Includes beverages and light snacks for attendees Family Arts Day: $600 Includes snacks/meals and refreshments for families Local Artists & Facilitators (Paint & Sip): $900 Artist fee to guide the paint-and-sip event, paid at a rate of $450/per session Docent Stipends (Gallery Tour): $600 Includes stipends for youth and staff docents to lead tours of the Photovoice exhibition, paid at a rate of $20/hr per docent Entertainment (DJ/Sound & Performance Support): $1000 DJ for Reception and Family Day and other entertainment or honorariums for performances and guest speakers Allocated to cover unexpected costs in rentals, event insurance, supplies, or other  3. Professional Services: $2500  4. Contingency/Admin: $500 unforeseen expenses  Total Budget Request: $6000  Packet Pg. 158    4.4.d  SSELLVIW  0A-no  E -  Packet Pg. 159    4.4.d    Packet Pg. 160    4.5  SEOPW Board of Commissioners Meeting  October 24, 2024  SOUTHEAST OVERTOWNPARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER-OFFICE MEMORANDUM  To: Board Chair Christine King and Members of the CRA A  Date: October 17, 2024 File: 16740  Board  Subject: Lease Agreement at Block 55. Enclosures: File # 16740 - Exhibit A  From: James McQueen Executive Director  BACKGROUND:  AI Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA Board"), with attachment(s), authorizing thel Executive Director to execute a new Lease. Agreement ("Lease"), in substantially the form attached as Exhibit"A,"with Block 55 Org Ownerl LLC, a Florida limited liability company ("Block 55"), where Block 55 currently has access to 1,0001 leasable square feet of space ofthe Building ("Premises"), situated on the ground floor of an eighteen (18) level mixed-use building located at 2491 N.W.6h Street, Miami, Florida 33136 for at term of ten (10) years from commencement, at a total base rent of Twenty Thousand Dollars and Zero Cents ($20,000.00) annually, with al Five Percent (5%) increase after the first lease period  ("Purpose").  Itis recommended that the SEOPW CRA Board approve and adopt the attached Resolution, authorizing  the allocation of Funds to Block 55 for the Purpose stated herein.  JUSTIFICATION:  Pursuant to Section 163.370, Florida Statutes authorizes the SEOPW CRA to enter into leases for Section 2, Goal 2 of the 2018 Updated Southeast Overtown/Park West Community Redevelopment Agency Plan (the "Plan") authorizes the SEOPW CRA to leverage public-private partnerships to create Section 2, Goal 6 of the Plan authorizes the SEOPW CRA to improve the quality of life for residents Section 2, Principle 4 of the Plan authorizes the SEOPW CRA to create employment opportunities within the neighborhood, sO that they be made available to existing residents within the redevelopment area.  property within the redevelopment area.  viable opportunities within the redevelopment area.  within the redevelopment area.  Packet Pg. 161    4.5  FUNDING: follows:  Funds to be allocated from the Rentals and Leases Account No. 10050.920101.544000.0000.00000 as  $20,000.00, annually for ten (10) year term.  FACTSHEET:  Company name: Block 55 Org Owner, LLC Address: 2491 N.W. 6th Street, Miami, Florida 33136 Funding request: $20,000.00, annually for ten (10) year term. until 2034, with al Fivel Percent (5%) increase after the first lease period.  scope/Summary: Authorization for execution of a Lease Agreement with Block 55 Org Owner, LLC  Page 2 of6  Packet Pg. 162    4.5  AGENDA ITEM  FINANCIAL INFORMATION FORM  SEOPW CRA  CRA Board Meeting Date: CRA Section:  October 24, 2024  Brief description of CRA Agenda Item:  Authorizing a lease agreement with the owner Block 55 Owner LLC in the amount of  $20,000.00: annually.  Project Number (if applicable):  YES, there are sufficient funds in Line Item:  Account Code: 10050.920101.544000.000.00000 Amount: $20,000.00  NO (Complete the following source of funds information):  Amount budgeted in the line item: Balance in the line item: Amount needed in the line item: ACTION ACCOUNT NUMBER Project No./Index/Minot Object  $ $ $ TOTAL $ $ $ $  Sufficient funds will be transferred from the following line items:  From To From To  Comments: Approved by:  Director  10/3/2024  10/17/2024  Approval:  FA    A4  Ksd Officer  10/3/2024 Page 3 of6  4a4  AMA  Packet Pg. 163    4.5  Southeast Overtown/Park West Community Redevelopment Agency  File Type: CRA Resolution Enactment Number:  File Number: 16740  Final Action Date:  AF RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERIOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITHATTACHMENTS). AUTHORIZING THE EXECUTIVE DIRECTOR1 TO NEGOTIATE AND EXECUTE A NEW LEASE AGREEMENT ("LEASE"), IN SUBSTANTIALLY THE FORM ATTACHED AS EXHIBIT "A,"WITH BLOCK 55 ORG OWNER, LLC, A FLORIDA LIMITED LIABILITY COMPANY ("BLOCK 55") FOR 1,000 SQUARE FEET OF RETAIL AND/OR COMMERCIAL SPACE ("PURPOSE") AT2 249 N.W. 6TH STREET, SUITE 108, MIAMI, FLORIDA, 33136 PROPERTY), FOR A TEN (10) YEAR INITIAL TERM, AT A TOTAL BASE RENT OF TWENTY THOUSAND DOLLARS AND ZERO CENTS ($20,000.00) ANNUALLY, WITH A FIVE PERCENT (5%). ANNUAL INCREASE AFTER THE FIRSTL LEASE PERIOD, ALLOCATING FUNDS FROM ACCOUNT NO. 10050.920101.544000.0000.00000; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY, INCLUDING ANY AND ALL AMENDMENTS THERETO, ALL IN FORMS ACCEPTABLE TO COUNSEL; PROVIDING FOR THE  INCORPORATION OF RECITALS AND AN EFFECTIVE DATE.  WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2018 Updated Southeast Overtown/Park West Community Redevelopment  Plan ("Plan"); and  WHEREAS, Section 163.370, Florida Statutes authorizes the SEOPW CRA to enter into leases WHEREAS, Section 2, Goal 2, of the Plan provides justification to leverage public-private WHEREAS, Section 2, Goal 6, of the Plan provides justification to improve the quality of life for WHEREAS, Section 2, Principle 4, of the Plan provides justification to create employment opportunities within the neighborhood, sO that they be made available to existing residents; and WHEREAS, Block 55 Org Owner, LLC, al Florida limited liability company ("Block 55") and the SEOPW CRA wish to enter into a Lease Agreement ("Lease"), substantially in the form attached as  for property within thel Redevelopment Area; and  partnerships to create viable opportunities within thel Redevelopment Area; and  residents; and  Exhibit "A"( ("Purpose");a and  Page 4 of6  Packet Pg. 164    4.5  WHEREAS, Block 55 currently owns 249 N.W. 6th Street, Miami, Florida 33136 ("Property"), which contains three (3) floors of retail and office space, as well as eleven (11) floors of residential units,  and four (4) levels of parking; and  WHEREAS, Block 55 has access to approximately 250,000 square feet of floor area, in the aggregate, within the Property and would like to lease approximately 1,000 leasable square feet at Suite  108 ("Premises") to the SEOPW CRA for retail and/or commercial use; and  WHEREAS, the Lease shall have an initial term of ten (10) years at a total base rent of Twenty Thousand Dollars and Zero Cents ($20,000.00) annually, with a Five Percent (5%) annual increase after  the first lease year; and  WHEREAS, thel Board of Commissioners finds that authorizing this Resolution would further the WHEREAS, based on the recommendation and findings of the Executive Director, it is in the SEOPW CRA's best interest for the Board of Commissioners to authorize the Executive Director to negotiate and execute any and all documents necessary, for which terms may be amended by the Executive Director, all-in forms acceptable to Counsel with Block 55 for the Purpose stated herein; NOW, THEREFORE, BEITI RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE  SEOPW CRAsredevelopment goals and objectives; and  CITY OF MIAMI, FLORIDA: Section 1. Section 2.  The recitals and findings contained in the Preamble to this Resolution are The Board of Commissioners hereby authorizes the execution of a Lease, in  adopted by reference and incorporated herein as if fully set forth in this Section.  substantially the form attached as Exhibit "A," as well as any and all documents necessary, for which terms may be amended by the Executive Director, in a form acceptable to Counsel, for an initial term of ten (10) years from commencement, at a total base rent of Twenty Thousand Dollars and Zero Cents ($20,000.00) annually, with al Five Percent (5%) annual increase after the first lease year, for the Purpose Rentals and Leases Account No. 10050.920101.544000.0000.00000 to Block 55 to further the Purpose substantially in the form attached as Exhibit "A," including any and all necessary documents to effectuate  stated herein.  Section 3. stated herein. Section 4. Section 5.  The Executive Director is authorized to disperse funds, at his discretion, from the The Executive Director is authorized to negotiate and execute the Lease, This Resolution shall become effective immediately upon its adoption.  said Lease, all ini forms acceptable to Counsel, for said Purpose.  APPROVED AS TO FORM AND LEGAL SUFFICIENCY:  Page 5 of 6  Packet Pg. 165    4.5  yBoSartcaunse  10/3/2024  Page 6 of6  Packet Pg. 166    4.5.a  EXHIBIT "A"  LEASE AGREEMENT By and Between  BLOCK 55 ORG OWNER, LLC  ("Landlord") and  Southeast Overtown/Park West Community Redevelopment. Agency  ("Tenant")  Packet Pg. 167    4.5.a  ii  Packet Pg. 168    4.5.a  EXHIBITS  Thei following Exhibits are attached hereto and by this reference made a part hereof:  Exhibit' "A" Exhibit' "A-1" Exhibit "B" Exhibit' "C" Exhibit' "D" Exhibit' "D-1" Exhibit' "E" Exhibit' "F" Exhibit' "G"  Site Plan Legal Description oft the Land Landlord's Work Term Commencement Certificate Tenant's Plans Approval Process Permitted Signage Intentionally Deleted Exclusive/Prohibited Uses Rules and Regulations  Packet Pg. 169    4.5.a  LEASE AGREEMENT  THIS LEASE, dated as of the  of October, 2024 ("Effective Date")i is made by and between BLOCK  55ORG OWNER, LLC, al Floridal limited liability company ("Landlord"): and Southeast Overtown/Park West For and in the consideration of the mutual covenants and agreements herein stated, the parties hereto  Community Redevelopment. Agency ("Tenant"). covenant and agree as follows: Article 1. Premises.  1.1 Landlord does hereby lease to Tenant and Tenant does hereby lease from Landlord those certain premises containing approximately 1,000 leasable square feet, as shown crosshatched on Exhibit' "A" (the "Premises"), subject to and with the benefit of the terms, covenants and conditions of this Lease. The Premises is situated on the ground floor of the eighteen (18) level mixed use building. (the "Building"). The Premises are part of a project to be known as Block 55, which is located at the northwest corner of Northwest 6th Street and Northwest 2nd Street in Miami, Florida, on that certain parcel ofl land (the Land") described on Exhibit "A-1" (the Building and other improvements and appurtenances constructed on the Land are collectively referred to herein as the "Project"). The Project and the Premises are shown on the multi-floor site plan on Exhibit "A" (the "Site Plan"). The Premises has an address of 249 N.W. 6th Street,  Miami, Florida 33136. 1.2 The Building will include:  (a) three (3) floors of retail and office space on the first (1st), sixth (6th) and seventh (7th) floors with approximately 250,000s square feet of floor areai in the aggregate (the "Commercial Component'); (b) eleven (11) floors of residential units on the eight (8th) floor and above, together with two (2) dedicated lobbies on the first (1st) floor adjacent to N.W. 2nd Avenue and adjacent to N.W. 7th Street (c) four (4) levels of parking on the second (2nd), third 3rd), fourth (4th) and fifth (5th) levels 1.3 Landlord has advised Tenant that Landlord intends to convey the Parking Component of the Project toa Community Development District (which is a special purpose governmental entity authorized by Chapter 190 of the Florida Statutes (a' "CDD")) or other governmental authority. For purposes of this Lease, any CDD or other governmental authority to which the Parking Component is conveyed shall be referred to as the Parking CDD". In the event that Landlord elects to convey the Parking Component to the Parking CDD, Landlord represents and warrants to Tenant that the Taxes (hereafter defined) attributable to the Parking Component willl be 100% abated such that no Taxes shall be shall be assessed against the Parking Component while owned by the Parking CDD, and further represents and warrants that, were it not for the conveyance oft the Parking Component to the Parking CDD and the resulting abatement of Taxes applicable to the Parking Component, Tenant's Pro Rata Share (hereafter defined) of Taxes allocable to the Parking Component would be approximately $4.00 per square foot of the Premises annually. However, as part of Landlord's conveyance of the Parking Component to the Parking CDD, Landlord willl be required to finance the cost of constructing the Parking Component in the form of bonds issued by the Parking CDD ("Bonds") and such payment of the Bonds will take the form of assessments imposed by the Parking CDD upon the 1.4 Except as expressly seti forthi ini this Lease, no rights, easements or licenses are: acquired by Tenant  (N.W 7th Street is also known as Sawyer's Walk) (the Residential Component"); and  (the Parking Component").  Project (the "CDD Assessments"). byi implication or otherwise. Article 2. Term.  1  Packet Pg. 170    4.5.a  2.1 Although the obligations of the parties begin upon the Effective Date, the Initial Term, as defined below, oft this Lease shall commence on that date (the "Rent Commencement Date") which is the earlier of (a) one hundred fifty (150) days after the earlier of () delivery by Landlord to Tenant of the Premises with Landlord's Work, as described on Exhibit "B" attached hereto, being substantially complete" (as defined in Section 3.1) (the "Delivery Date") and (i) the receipt by Tenant of all permits and approvals (collectively, "Tenant's Permits") necessary to complete Tenant's Work (as defined in Section 3.1(b)), and (b) the date Tenant actually commences to do business with the public in the Premises. Tenant shall provide Landlord ap permit set (final construction drawings) of plans and specifications for Tenant's Work, prepared by a licensed architect or al licensed professional engineer, as the case may be ("Tenant's Plans") within thet time period seti forth on Exhibit' "D" ("Tenant's Plans Approval Process") and shall apply for permits and approvals necessary to complete Tenant's Work within ten (10) days after Tenant's receipt of Landlord's approval of 2.2 Thei initial Term ("Initial Term") of this Lease shall expire ten (10) full Lease Years following thel Rent Commencement Date. For the purposes hereof, a "Lease Year" shall be the period commencing on the Rent Commencement Date and ending on the dayi immediately preceding the first anniversary of the Rent Commencement Date and thereafter, a Lease Year shall consist of successive periods of twelve (12) calendar months. If the Rent Commencement Date is other than the first day of a calendar month, the first Lease Year shall be the period of time from said Rent Commencement Date to the end of the month in which the Rent Commencement Date occurs plus thet following twelve (12) calendar months. 2.3 Within ten (10) days after either party's request, an Initial Term commencement certificate, in the form attached hereto as Exhibit' "C", shall bee executed by! both parties setting forth thel Rent Commencement  Tenant's Plans.  Date, termination date and such other information as set forth therein.  Article 3. Construction.  3.1 (a) Landlord agrees that it shall, at its sole cost and expense, commence and pursue Landlord's Work to completion in accordance with Exhibit "B", in a good and workmanlike manner and in compliance with all applicable Laws (as defined in Section 8.1). The term substantial completion" or "substantially complete" as used herein shall mean the completion of Landlord's Work, with the exception of any minor, immaterial punch-list items that are non-structural or cosmetic in nature and that will not, in more than a de minimis manner, delay ori interfere with Tenant's Work or the conduct of the Permitted Use (b) For purposes of this Lease, "Tenant's Work" shall be the construction of those improvements in the Premises for a retail store and the installation of Tenant's Permitted Signage and Personal Property (as hereinafter defined) all in material compliance with Tenant's Plans. Tenant will commence Tenant's Work within five (5) days from the Delivery Date and receipt of any permits necessary 3.2 (a) Landlord agrees to use commercially reasonable efforts to deliver the Premises to Tenant, subject to events of Force Majeure and/or Tenant Delays (as defined and set forth below) on or about (b) Landlord will be granted a day for day extension of the Anticipated Delivery Date if there have been Tenant Delays or events of Force Majeure. A' "Tenant Delay" means any delay in the Delivery Date or the completion of Landlord's Work due to any of the following: () Landlord's agreement to any written request by Tenante either that Landlord change the scope ofL Landlord's Work, or that Landlord delays the commencement or completion of Landlord's Work to accommodate Tenant's Work in the Premises; or () Tenant's failure to furnish information or to respond to any request by Landlord or Landlord's representatives for any approval within any time period prescribed in this Lease (including, but not limited to, delivering Tenant's Plans to Landlord within the time period set forth in Section 2.1); or (ii) any delay resulting from Tenant's having taken possession of the Premises without Landlord's consent for any reason  int the Premises. [ISLANDLORD'S WORKCOMPLETEA  to perform Tenant's Work and diligently prosecute the same to completion.  August 1, 2024 (the "Anticipated Delivery Date").  2  Packet Pg. 171    4.5.a  before substantial completion of the Landlord's Work; or (iv) any change by Tenant to the plans and specifications for Landlord's Work after final approval thereof, except for changes required to meet governmental regulations; or (v)any delayi in Landlord's Work caused by the installation of Tenant's fixtures and/or performance of any other part of Tenant's Work; or (vi) any delay resulting from Tenant's failure to provide Landlord with the Tenant's Plans byt the date required herein (less delays caused by an act of Force Majeure as set forth hereinbelow); or (vii) any other act or omission by Tenant, its agents, employees, contractor or subcontractors that delays Landlord's Work in more than a de minimis manner. Additionally, as ac condition precedent tot the commencement oft the Anticipated Delivery Date being delayed for a Tenant Delay occurrence or an event of Force Majeure, Landlord must notify Tenant in writing within ten (10) business days after the beginning of the occurrence of the Tenant Delay or event of Force Majeure. Such notices must include specific details regarding the nature of the delay, the number of days the Landlord believes have been delayed, and any actions the Tenant can take to cure or avoid further delay. 3.3 Tenant hereby represents and warrants tol Landlord that Tenant has made its own investigation and examination of all the relevant data relating to or affecting the Premises and is relying solely on its own judgment in entering into this Lease; specifically, and without limitation, Tenant represents and warrants to Landlord that Tenant has had an opportunity to measure the actual dimensions of the Premises and agrees tot the square footage figures seti forth herein for all purposes oft this Lease. The parties stipulate the square footage oft the Premises as seti forth in the Lease is correct and shall be utilized notwithstanding. the actual  square footage may differ. Article 4. Fixed Rent.  4.1 Beginning on the Rent Commencement Date and continuing throughout the Term, but subject to the terms of this Lease, Tenant agrees to pay to Landlord annual fixed rent ("Fixed Rent") as follows:  Rent Period Year 1 per annum.  Annual Fixed Rent Monthly Fixed Rent  Per Sq. Ft. $  $ 20,000.00  $ 1,666.67  20.00  Att the commencement of Year 2 and annually thereafter, the Fixed Rent shall increase by five percent (5%) 4.2 All Fixed Rent shall be payable in advance, without demand, offset or abatement except as expressly set forth otherwise in this Lease, in equal monthly installments on the first day of each calendar month during the Term. Fixed Rent for any period which is for less than one (1) month shall be prorated based upon the number of days in such month, and the monthly installment of Fixed Rent for any partial calendar month occurring at the beginning oft the Term shall be due and payable with the first full month's installment of Fixed Rent. For each payment of Rent which is not received within ten (10) days of the due date Tenant will also pay a late charge of five percent (5%) of the unpaid amount; provided, however, that the imposition of the late charge will not (a) extend the date for payment or relieve Tenant of any obligation top pay any sums required tol be paid by Tenant under this Lease, or (b) be construed as a curet for any Event 4.3 Fixed Rent and all other recurring charges payable by Tenant tol Landlord hereunder are collectively referred to herein as "Rent" and shall be paid to Landlord at the rent payment address for Landlord seti forth 4.4 Tenant shall also pay with each monthly installment of Fixed Rent the Florida State Sales Tax imposed upon or with respect to the Rent payable hereunder pursuant to Florida Statutes, Chapter 212 (even though the taxing statute or ordinance may purport to impose same against Landlord) and as otherwise required by Laws at the rates prescribed by the State of Florida, Department of Revenue (or  of Default on the part of Tenant. in Section 24.2 hereof.  other applicable governmental authority charged with prescribing such rates).  3  Packet Pg. 172    4.5.a  Article 5.. The Common Areas.  5.1 The "Common Areas" of the Project shall consist of all interior and exterior portions of the Project which are not designated as tenant spaces and are made available for the non-exclusive use of all occupants of the Project and their respective customers, employees and invitees including, without limitation, as applicable, all parking areas and facilities, driveways, roadways, entrances, exits, walkways, sidewalks, shared loading areas, lighting facilities, traffic control signs andi fences, package pickup stations, elevators, escalators, interior common areas oft the Project, courts and ramps, landscaped areas, retaining walls, stairways, bus stops, sanitary systems and utility lines. Landlord hereby gives and grants to Tenant during the Term, for the benefit of Tenant and Tenant's subtenants, licensees and concessionaires and their respective employees, agents, customers andi invitees, the non-exclusive irrevocable license (which license may only be terminated by Landlord if this Lease is terminated in accordance with Article 17 for an Event of Default) to use all of the Common Areas in common with Landlord and all other tenants and occupants of the Commercial Component subject to all of the other terms of this Lease, including the CC&Rs and the 5.2 Landlord shall keep and maintain the Common Areas in good order, condition and repair. If the Parking CDD owns the Parking Component, then the Parking CDD shall keep and maintain the Common Areas of the Parking Componenti in good order, condition and repair as required herein. Ifthe Parking CDD owns the Parking Component, the Parking CDD may designate Landlord or other party to operate, maintain and repair the Common Areas of the Parking CDD in the condition required herein. Except for particular parking spaces and areas, if any, designated by Landlord from time to time for reserved parking (such as "ATM" parking, "Take Out" or "Pick Up" parking, or "Customer Only" parking) or for specific tenant parking, all parking in the Commercial Component will be on an unreserved, first come, first served basis. Landlord will have the right (a)t to enter into, modify andt terminate easements and other agreements pertaining to the use and maintenance of the Common Areas; provided, however, that such modricatlonaPemmanatons shall noti increase any obligations of Tenant under this Lease ori reduce any rights of Tenant under this Lease; (b) for the least amount of time as is reasonably practical under the circumstances, to temporarily close all or any portion of the Common Areas to such extent as may, in the opinion ofLandlord, be necessary to prevent a dedication thereof or the accrual of any rights to any person or to the public therein; (c) to temporarily close a portion of the Common. Areas to perform any required maintenance obligations required hereunder; (d)i intentionally deleted; and (e) to do and perform such other acts in and to the Common Areas as, in the exercise of good business judgment, Landlord will determine tol be advisable subject to the other terms and conditions of this Lease. If the amount, size or configuration of any portion of the Common Areas will be diminished or changed, () this Lease will remain in full force and effect, (i)L Landlord will not be subject to any liability, (i) Tenant will not be entitled to any compensation or reduction of any Rent, and (iv) such diminution or change will not be deemed to be a constructive or actual eviction. Furthermore, Tenant will have no rights in the roof or exterior of the building or buildings of 5.3 Landlord reserves the right at any time to (a) make or permit changes or revisions in the plan for the Project, including additions or supplements to, and reductions, rearrangements, alterations or modifications of, the Commons Areas and the building areas comprising the Project, (b) construct improvements in, and make alterations of, the Project, including the right to construct areas for kiosks, pushcarts and other displays in the Common Areas, (c) erect temporary scaffolds and similar aids to construction on the exterior of the Project (excluding the Premises unless necessary to comply with the maintenance obligations required of Landlord by this Lease); provided, however, that access to the Premises will not be denied or, in more than a de minimis manner, impaired, (d)i install, maintain, use, repair and replace within the Premises pipes, ducts, conduits, wires and all other mechanical equipment serving the Premises and other occupants oft the Project; provided, however, that the same will be located sO as to cause a minimum of interference with Tenant's use of the Premises and shall only be located above the ceiling, belowt thet floor or along column lines, (e) convey portions of thel Project to others; provided, however, that no such conveyance will reduce the parking areas below the number of parking spaces required by Law. In addition, Landlord will have the exclusive right to use the roof of the Building, the exterior side or rear walls of the Building, for any reasonable purpose; provided, however, that such use will not encroach  Rules and Regulations.  which the Premises constitute a part.  4  Packet Pg. 173    4.5.a  on the interior of the Premises, adversely interfere with Tenant's use of the Premises, and Landlord may not place any advertising material/media on the windows of the Premises or storefront of the Premises. While exercising any rights permitted pursuant to this Section 5.3, access to the Premises and Building shall not be denied nor, inr more than a de minimis manner, impaired. Tenant acknowledges that thel Project has been developed as a mixed use commercial project for the mutual use and enjoyment of its various tenants and occupants, and, from time to time, such other tenants and/or occupants of the Project may engage in such activities, including, without limitation, construction and/or renovation of their respective premises, which activities may, from time to time, generate a reasonable amount ofr noise and/or vibrations (that do not exceed any limits imposed by Laws) affecting portions of the Building, including, without 5.4 Landlord covenants and agrees that that with respect to the operation of the Parking Component: ()t the Parking Component shall contain at least nine hundred (900) parking spaces; () the Parking Component will be operated on a pay for parking basis, provided that Tenant's customers and other occupant's customers shall be given the first two (2) hours of parking free and thereafter may be charged no more than the average hourly rate for other retail structured parking garages within one (1) mile of the Project; and (ii) Tenant will at all times have not less than two (2) free parking passes for the Commercial Component for use by its employees. Landlord may not provide more than fifty (50) free parking passes in the Commercial Component for use by the employees of the Commercial Component tenants and occupants and may not provide more than two hundred (200) free parking passes in the Commercial Component to residents of the Residential Component. IfLandlord conveys the Parking Component to the Parking CDD, then the Parking Component will still be burdened with the obligations and restrictions set forth in this Lease that relate to the Parking Component in an operating agreement, declaration of easements, covenants and restrictions or similar instrument that legally binds and runs with the ownership of the Parking Component such as, for example, a vertical subdivision or declaration of condominium. Tenant may, to the extent permitted by applicable Laws, enforce such obligations and restrictions directly against the Parking CDD (and any succession owner of the Parking CDD). The Parking CDD's ownership oft thel Parking Component is merely a public financing device, and both Landlord and the Parking CDD will retain the obligation to maintain, repair, replace, insure, manage and operate the Parking Component in accordance with this Lease. Landlord may alsoi install, or permit thei installation of, cart corrals and costumer pick-up parking spaces on each level of the Parking Component. Landlord may also install signage in certain areas of the Parking Component that limits parking to two (2) hours or less in the parking spaces labeled "Short Term Parking". Notwithstanding anything to the contrary contained in this Lease, Landlord or the Parking CDD shall not be required to do anything that is a violation of Laws regarding the issuance ofr municipal tax-free bonds for the financing of the Parking Component: and Parking CDD improvements.  limitation, the Premises.  Article 6. INTENTIONALLYD DELETED.  Article 7. Use.  7.1 Subject to those restrictions seti forth on Exhibit "F" oft this Lease and applicable Law, the Premises may be used by Tenant for the retail sale apparel and related accessories during the Term (the Permitted Use"). Tenant may not change the use oft the Premises to any other use without the prior written consent of Landlord, which may be withheld in Landlord's sole discretion. Tenant acknowledges that the restrictions set forth on Exhibit "F" are for the benefit of certain tenant(s) or other occupant(s) of the Commercial Component, and further acknowledges that such tenant(s) and/or occupant(s) may enforce such restrictions directly against Tenant in the event of Tenant's violation thereof. Landlord makes no representation or warranty as to whether the Permitted Use is allowed under applicable Laws. Landlord represents and warrants to Tenant that other than those restrictions set forth on Exhibit "F", there are no  restrictions on use that bind the Tenant or the Premises.  7.2 Tenant shall conduct business in the Premises under the trade name  7.3 Tenant shall be required to open a retail store fully fixtured, stocked and staffed within sixty (60) days after the Rent Commencement Date, subject to Force Majeure events as set forth in Section 25.15of  5  Packet Pg. 174    4.5.a  this Lease, thet failure of which will constitute an Event of Default under this Lease ifs such failure is not cured within thirty (30) days after Tenant's receipt of written notice from Landlord specifying such failure. Tenant shall have such additional time as is reasonably necessary to cure such failure, provided that Tenant diligently and continuously pursues the cure to completion. However, in no event shall such additional time exceed ninety (90) days from the date of notice provided by Landlord. Thereafter, the Premises shall not be required tol be openi for business, andi ift therei is a cessation of business for a continuous period in excess ofr ninety (90) days, Landlord shall thereafter have the right, until such time as the Premises have been reopened for business, and as its sole remedy, to terminate this Lease by serving written notice of termination on Tenant, whicht termination shall become effective ont thet thirtieth (30th)day following" Tenant's receipt of such termination notice. Landlord shall not be required to pay Tenant at termination fee or other compensation. However, if the Premises reopen for business prior toi the effective termination oft this Lease, then said notice shall be deemed null and void and the Lease shall continue in full force and effect as if such notice had never been given. In the event of a termination hereunder, the parties hereto shall automatically be released from any and all liability of whatever kind for the terminated portion of the unexpired Term other than those liabilities existing prior to, or as of, the termination date or those that expressly survive the expiration or earlier termination of this Lease. Nothing herein shall be deemed to affect the obligation to pay Rent until the effective date of said termination by the Landlord. Periods of temporary closing of the Premises (a) caused by rebuilding, remodeling (for up to sixty (60) days), and/or repair provided such work is diligently and in good faith being pursued to completion; (b) due to casualty, or condemnation; (c) force majeure events as set forth in Section 25.16; (d) consented to by Landlord; (e) occurring during that period of time commencing thirty (30) days after Tenant has a signed letter of intent to assign or sublet the Premises (tot the extent Landlord consents to such assignment or subletting or such assignment of subletting is permitted under Article 12 of this Lease) and continuing until such permitted assignee or sublessee opens for business in the Premises (not to exceed one hundred eighty (180) days); (f) from the Effective Date through Tenant's opening for business (fa) ff) are referred to as "Permitted Closures"); shall be exempted from the provisions of this Section and shall give the Landlord no right to 7.4 Tenant will be open for business at the Premises for at least eight (8) hours per day for seven (7) 7.5 On or before the tenth (10th) day after request by Landlord, Tenant shall submit to Landlord a balance sheet, profit and loss statement, cash flow statement, sales tax returns, tax returns for Tenant's most recent fiscal year and any other financial information reasonably requested by Landlord.  terminate as set forth herein. days per week.  Article 8. Compliance with Laws.  8.1 Tenant shall, at its sole cost and expense, promptly comply with all Environmental Laws, laws, statutes, ordinances, governmental or agency rules or regulations now in force or which may hereafter be enacted or promulgated (collectively, "Laws") relating to Tenant's particular manner of use of, or method of operation in, the Premises. Landlord shall have the sole responsibility for compliance, with all Laws relating to the structural features of the Building and its ownership of the Project. Landlord shall have the sole responsibility for compliance, with all Laws relating to the structural features oft the Premises, except Tenant, ati its sole expense, shall have the sole responsibility for compliance with all Laws relating to any structural 8.2 For purposes of this Lease, "Hazardous Substances" shall mean (a) any "hazardous substance" as defined in the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. $9602 et seq., as amended, (b) petroleum, petroleum products, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas, and (c) any other substance or material that is deemed to be hazardous, dangerous, toxic or a pollutant under any federal, state or local law, ordinance, rule or regulation (collectively, Environmental Laws"). Landlord represents and warrants that as of the Effective Date, Landlord has not received written notice from any governmental authority citing the presence of any Hazardous Substances on, under or at the Premises or Project in violation of any Environmental Laws.  features of the Premises which are altered by Tenant after the Delivery Date.  6  Packet Pg. 175    4.5.a  8.3 Landlord shall be responsible for and shall comply with all Environmental Laws with respect to the presence or removal of Hazardous Substances from the Project; provided, however, that if the same was installed by, stored, released, disturbed, introduced or brought on the Premises by Tenant, its agents, employees, representatives, contractors or subcontractors (at any time during the Term, including in connection with Tenant's Work), then Tenant, at its sole cost and expense, shall be solely responsible for such compliance and removal. Tenant, its employees, agents, representatives, contractors, subcontractors shall nots sell, use, manufacture, process, handle, dispose, store or release into the environment in or around the Premises or the Project any Hazardous Substance in violation of Environmental Law. 8.4 Landlord shall indemnify, defend and hold Tenant free and harmless from and against any and all cost, claims, suits, causes of action, losses, injury or damage including, without limitation, bodily injury (including death) as well as damage to property resulting from the presence of Hazardous Substances in the Premises and/or thel Project tot the extent the same were installed by, stored or brought on the Premises or the Project by Landlord or any of Landlord's agents, employees, representatives, contractors or subcontractors. Tenant shall indemnify, defend and hold Landlord free and harmless from and against any and all cost, claims, suits, causes of action, losses, injury or damage including, without limitation, bodily injury( (including death) as well as damaget to property resulting fromi the presence ofH Hazardous Substances in the Premises and/or the Project to the extent the same were installed by, stored or brought on the Premises or the Project by Tenant, its agents, employees, representatives, subcontractors or contractors.  Thei indemnities set forth in this Article 8 shall survive expiration of this Lease.  Article 9. Alterations.  9.1 Subject to Article 22, subsequent to the completion of Tenant's Work, Tenant may make non- structural alterations, changes, or improvements in or to thei interior of the Premises as Tenant may deem necessary in the operation of the Premises; provided always, that no work done by Tenant shall affect the structural or exterior portions of the Building or any of the mechanical, electrical or plumbing systems servicing any part of the Premises or the Building or adversely affect the value of the Project and Tenant obtains Landlord prior written consent to such work, such consent not to be unreasonably withheld. Tenant shall not make any exterior or structural alterations to the Premises without Landlord's written consent, which consent may be withheld in Landlord's sole discretion with the parties acknowledging that changes to Tenant's signage shall be controlled by Article 10 and not this Article 9. If, as a result of any exterior or structural alterations made by Tenant without Landlord's consent, Landlord is required by Law to make any improvements to the structural or exterior portions of the Building or upgrade or otherwise modify any of the mechanical, electrical or plumbing systems serving any part of the Premises or the Building, Tenant will be solely obligated to pay for all reasonable, actual, and documented costs and expenses associated with such improvements, upgrades and modifications within thirty (30) days after Tenant's receipt of an invoice for the same. Landlord expressly acknowledges and agrees that modifications to Tenant's exterior signage Tenant agrees that any repairs, alterations, replacements, other improvements or installations madel by Tenant to or upon thel Premises shall be done ina agood and workmanlike manner andi in conformity with all laws, ordinances and regulations of all public authorities having jurisdiction, that materials of good quality shall be employed therein, that the structure of the Premises shall not be endangered or impaired 9.2 Tenant's signs, trade fixtures, displays, furniture, furnishings, inventory, merchandise and equipment (collectively, "Personal Property") shall remain the property of Tenant and may be removed from the Premises at any time during the Term, provided that any damage caused by such removal shall be repaired by Tenant at Tenant's sole cost and expense. Any alterations made by Tenant to the Premises which are permanently attached to and made a part of the Premises shall become the property ofLandlord at the expiration of the Term. Notwithstanding: the ownership of any alterations, additions or improvements to the Premises, Tenant shall retain the right to depreciation deductions of all alterations, additions or  shall be controlled by Article Section 10.  thereby.  improvements made at Tenant's expense.  7  Packet Pg. 176    4.5.a  9.3 At the expiration or earlier termination of this Lease, Tenant will (a) surrender the Premises to Landlord broom cleaned reasonable wear and tear excepted, (b)i inform Landlord oft the combination to any locks and remove all safes, if any, on the Premises, and (c) remove Tenant's Personal Property from the Premises and repair any damage caused by such removal. If Tenant fails to perform any of its obligations under subsection (a) or (c), Landlord will have the right (in its sole discretion), but not the obligation, to perform such obligations on behalf of Tenant, without waiving or releasing Tenant from any obligation under this Lease. If Landlord elects to perform any of the obligations of Tenant under subsection (a) or (c), then within thirty (30) days of Tenant's receipt of an invoice for the same, Tenant will pay to Landlord all reasonable, actual, and documented costs and expenses incurred byl Landlord on behalf of Tenant, together with interest thereon at the Interest Rate from the date such sums were paid by Landlord through the date of repayment by Tenant. Landlord's rights and Tenant's obligations under this Section 9.3 will survive the  expiration or earlier termination of this Lease.  Article 10. Signs.  Tenant agrees that, throughout the Term, all of Tenant's signage will (a) be prepared professionally, (b) be maintained in good condition and repair, (c) comply with all applicable Laws. Landlord acknowledges and agrees that Tenant's prototypical signage satisfies the requirement set out in (a) above. Landlord agrees that Tenant shall be entitled to (i) install on the exterior storefront of the Premises, at its sole cost and expense, its trade name and logo sign in the colors, dimensions, location and other specifications set forth on Exhibit' "D-1" ("Permitted Signage"), (i) install Tenant's standard medallion signs inside the Premises in thes storefront window (also shown on Exhibit' "D-1"), and (ii) install its window bandi int the storefront window, all of which are approved by Landlord. Tenant shall also have the right to install, at Tenant's sole cost and expense, any professionally manufactured signs in or on the interior of the Premises; provided, however, Tenant shall not use more than fifty percent (50%) of the storefront plate glass area for interior signage. 11.1 Landlord shall maintain in good condition and repair (including any replacements thereof) the roof, gutters, down spouts, floor slab, exterior walls (excluding all doors to the Premises), foundation, footings and all structural portions (both interior and exterior) of the Building all plumbing and utility lines located within the Premises (but only ifs such lines serve other tenant(s) in addition to Tenant), and all plumbing and utility lines serving the Premises but located outside of the Premises or within the slab or foundation. Landlord will not be responsible for any damage to improvements to the Premises or any property within the Premises which are Tenant's responsibility to maintain caused by any roof leaks and, notwithstanding anything in this Lease to the contrary, Landlord makes no representations, warranties or covenants hereunder with respect to the moisture content of the Building foundation or floor slab of the Premises beyond the Warranty Period. Subject to the waivers of subrogation set forth in this Lease, Landlord will not be required to make any repairs or undertake any maintenance under this Article 11 where the same were made necessary by the negligence or willful misconduct of Tenant or any of Tenant's agents, employees, representatives, contractors or subcontractors. Ifa utility line exclusively serving the Premises and located within the Premises is encased in the slab/foundation by Tenant, then Tenant shall be responsible for maintaining the same. Furthermore (but subject to the waiver of subrogation provisions set forth in this Lease), Landlord, at its sole cost and expense, will repair any damage to the Premises caused by the gross negligence of Landlord or any of Tenant's agents, employees, representatives, contractors or 11.2 Except for repairs, maintenance and replacements of common utility lines outside of the Premises that service the Common Area, Landlord shall make all repairs required to be made by Landlord pursuant 11.3 Except for Landlord's Work and the representations and warranties expressly made by Landlord in this Lease, Tenant will accept possession of the Premises in an ASI IS" "WHERE IS" condition and without any representation or warranty, express or implied by law, by Landlord or its agents, and Landlord will not perform any alterations in order to make the Premises suitable and ready for occupancy and use by Tenant. Tenant, at its sole cost and expense, will maintain, repair and replace all interior and non-structural parts of  Article 11. Repairs and Maintenance.  subcontractors.  to this Article at Landlord's sole cost and expense and not as a Common Area Cost.  8  Packet Pg. 177    4.5.a  the Premises in good condition and repair including, but not limited to, the HVAC system that exclusively serves the Premises, all mechanical, electrical and plumbing systems exclusively servicing the Premises that are not located in the slab or foundation (except that ifa utility line exclusively serving the Premises and located within the Premises is encased in the slab/foundation by Tenant, then Tenant shall be responsible for maintaining the same), and all fixtures and equipment located in the Premises, exterior and interior portions of all doors and lock sets, and door checks, interior windows, plate and window glass, floor coverings, wall coverings, decorations, furniture, fixtures, equipment, appliances and other Personal Property. The HVAC system that will exclusively serve the Premises will be a so-called "split system" heating, ventilating and air- conditioning system. The air handler(s) portion of the HVAC system shall be located ini the Premises. Landlord shall assign to Tenant all guarantees or warranties for the HVAC system on the Commencement Date. Tenant shall maintain a maintenance contract for the HVAC system throughout the Term which shall include service visits at least two (2) times per calendar year. Furthermore (but subject to the waiver of subrogation provisions set forth in this Lease), Tenant, at its sole cost and expense, will repair any damage to the Premises or Building caused by the gross negligence of Tenant or 11.4 As part of its maintenance obligations under Section 11.3, Tenant will enter into an annual maintenance contract with al Florida licensed and reputable HVAC company and the maintenance contract will be similar to other maintenance contracts maintained by Tenant in the state of Florida. The HVAC company will service and inspect the HVAC system as frequently as deemed necessary by such company and will repair the HVAC system as needed. Within thirty (30) days after Landlord's request, Tenant will furnish to Landlord, a copy of the most recent service report provided to Tenant by the HVAC company. Within thirty (30) days after Landlord's request (which request may not be made prior to the Delivery Date or more than once in any calendar year), Tenant will furnish to Landlord a copy of the HVAC maintenance contract. Tenant shall provide a copy oft the HVAC maintenance contract to Landlord within thirty (30) days after the Rent Commencement Date. Thei fact that Tenant enters into al HVAC maintenance contract will not limit Tenant's obligation to maintain and repair the HVAC system in accordance with this Section 11.2 throughout the Term. Landlord will assign the benefit of any warranty applicable to the HVAC system to Tenant and Landlord shall enforce any non-assignable warranties and guarantees at Tenant's request on 11.5 Ifat false alarm (fire or burglar) is triggered as a result of Tenant's acts or omissions, as evidenced by a written notice of an imposition of a fine or other monetary penalty from the fire department or alarm monitoring company (which notice reasonably evidences Tenant's responsibility for such false alarm), Tenant will reimburse Landlord for all actual and documented costs and expenses incurred by Landlord in association with such false alarm. Such reimbursement will be payable by Tenant as additional rent within thirty (30) days after Tenant's receipt of an invoice therefore and the notice from the fire department or  any of Tenant's agents, employees, representatives, contractors or subcontractors.  behalf of Tenant.  alarm monitoring company referenced: above. Article 12. Assignment and Subletting.  12.1 Tenant shall not assign this Lease or sublet the Premises or any part thereof without first obtaining the written consent ofl Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed. For purpose of this Lease, any direct ori indirect transfer by operation of law or otherwise, of Tenant, or any assignee or sublessee of any interest in Tenant, any assignee or sublessee (whether stock, partnership interest or otherwise) shall be deemed an assignment of this Lease for purposes of this Section. It will be reasonable for Landlord to withhold its consent to an assignment or sublease if, among other things, the proposed assignee or subtenant (a) is not credit worthy based on Landlord's reasonable financial criteria generally used by Landlord with respect to other comparable tenants in the Commercial Component; (b) is not of a character or reputation or engaged in a business that is not consistent with the quality of the Commercial Component; (c) does not have the necessary operating experience in Landlord's reasonable business judgment; (d) is at tenant, subtenant or other occupant of any part of the Commercial Component, (e) will, in Landlord's reasonable business judgment, materially increase Common. Area Costs or increase security concerns fort the Project, () will cause a violation of any property or similart title restrictions affecting the Commercial Component, or will cause a violation of another lease for space in the Commercial  9  Packet Pg. 178    4.5.a  Component or will give an occupant of the Commercial Component any right to terminate its lease or pay reduced rent, (g) would cause a violation of any provision under this Lease, or (h) intends to use the Premises for a use other than the Permitted Use and such proposed use of the Premises violates Exhibit "F" or any then existing restriction on use of which Tenant has received prior notice in accordance with the terms of this Section 12.1 or if the proposed use of the Premises is a retail use that is not customarily located int first-class retail shopping centers int the Southeastern United States. Within fifteen (15) days after request by Tenant, Landlord shall provide Tenant with al listing of all exclusives and restrictions on use then 12.2 Consent by Landlord to any assignment or subletting will not relieve Tenant from any Rent obligations under this Lease and such assignment or sublease must bei in writing and signed by Tenant and the assignee or subtenant, as the case may be, setting forth the entire consideration being given and received, and consented to in writing by Landlord if consent is required under Article 12. Any consent to an assignment or subletting will only be for the Permitted Use and for no other purpose without obtaining the prior written consent of Landlord in each instance, which consent may be withheld or conditioned in Landlord's sole discretion. The acceptance of any Rent from any person other than Tenant will neither be deemed to be a waiver by Landlord of any of the provisions of this Lease nor be deemed to be consent by Landlord to any assignment or sublease. If Landlord will consent to any assignment or sublease, (a) the assignee will assume all obligations of Tenant under this Lease, (b) the subtenant will acknowledge that () the sublease will be subject and subordinate to this Lease, and (i) in the event of the termination of this Lease, the subtenant will attorn to Landlord, and (c) neither Tenant nor any assignee nor any subtenant will be relieved of any liability under this Lease or under the sublease, as applicable, in the Event of Default by such assignee or subtenant, as the case may be, in the performance of any of the terms, covenants and  currently in effect that bind the Commercial Component.  conditions of this Lease. Article 13. Insurance.  13.1 Tenant shall, at Tenant's expense, obtain and keep in full force and effect during the Term the (a) Commercial General Liability insurance for bodily injury or death to persons or damage to property occurring within the Premises. Suchi insurance shall provide combined single. limit per occurrence coverage of not less than One Million Dollars ($1,000,000) for property damage and bodily injury or death of one or more persons. Such policy shall name Landlord and its designated agent (provided Landlord has provided Tenant with the name and address of the designated agent) as an additional insured thereunder and Tenant shall pay the amount of any so-called deductible applicable to any claim under such policy (b) Property Damage insurance for Tenant's trade fixtures, stock and other Personal Property located on the Premises insured under a policy of insurance endorsed with Special (All-Risk) Causes of (c) Business interruption insurance in an amount equal to the Rent payable hereunder for a (d) Builder's risk insurance during the course of Tenant's Work and any other alterations. (e) Umbrella or Excess Liability coverage in amounts not less than $5,000,000 in excess of  following types of insurance in the amount specified:  involving Landlord and Tenant.  Loss Form for the full replacement value thereof. period of not less than twelve (12) months;  the CGL insurance required in subsection (a) above; and  (f) Law.  Worker's Compensation Insurance in amounts not less than those required by applicable Tenant's policies will () be non-contributing with and apply only as primary and not as excess to any other insurance available to Landlord, and (i) apply as if each named insured were the only named insured and separately to each insured against whom claim is made or "suit" is brought. Within thirty (30)  10  Packet Pg. 179    4.5.a  days after Landlord's request, Tenant agrees that a copy of Tenant's insurance policies will be delivered to 13.2 If Tenant fails to procure the aforesaid insurance, Landlord shall have the option, after five (5) business days' notice to Tenant, to obtain such insurance on behalf of Tenant, in which case Tenant shall  Landlord.  reimburse Landlord for the reasonable cost and expense thereof.  13.3 Throughout the Term, Landlord shall purchase and keepi in force and effect:  (a) Commercial General Liability insurance against any liability arising out of the Commercial Component and other portions of the Project owned by Landlord. Such insurance shall provide combined single limit per occurrence coverage of not less than Two Million Dollars ($2,000,000) for property damage and bodily injury or death of one or more persons, with endorsements for contractual liability. Landlord shall pay the amount of any so-called deductible applicable to any claim under such policy involving Landlord (b) Property insurance based on the Commercial Property Form - Causes of Loss Special, published by the Insurance Services Office or other equivalent "AII Risk" coverage, including full collapse, floor, and full water damage coverage (including back up of sewers or drains coverage), and including coverage for loss arising from any increased cost of construction, contingent operations of building codes, and related demolition and debris removal costs with extended coverage and vandalism endorsements for the full replacement value thereof of the Building (excluding the leasehold improvements in the residential Notwithstanding the Landlord's covenant herein and the Tenant's contribution to the cost of the Landlord's insurance premiums as part of Common Area Costs, Tenant has no right to receive proceeds 13.4 The policies ofi insurance required of Landlord and' Tenant pursuant to this Article shall be effected under valid and enforceable policies issued by insurers of recognized responsibility licensed and admitted to do business in the State of Florida and rated by Best's Insurance Reports (or any successor publication ofo comparable standing) A-VII or better or thet then equivalent of such rating. Each party hereto shall cause 13.5 Nothing contained in this Article shall prohibit either party hereto from obtaining a policy or policies of blanket insurance which may cover other property of such party, provided that any such blanket policy (a) expressly allocates to the properties to be insured hereunder not less than the amount of insurance required pursuant tot this Lease, and (b): shall not diminish the obligations of such party so that the proceeds from the blanket policy will be less than the proceeds that would be available if the required insurance was  and Tenant.  units in the Residential Component). from the Landlord's insurance policies.  tol be issued to the other, upon request, certificates ofi insurance.  obtained under policies separately insuring such risks. Article 14. Indemnification and Waiver.  14.1 Tenant hereby agrees to indemnify and hold harmless Landlord and its agents, partners, shareholders, directors, officers and employees from any claim by an unrelated third party in connection with loss of life, personal injury and/or damage to tangible property (including reasonable attorneys' fees and court costs) which may be imposed upon, incurred by, or asserted against Landlord by third parties arising as a result of acts or omissions of Tenant, its agents, representatives, employees acting within the scope of employment, contractors or subcontractors occurring within the Project for which Tenant is held legally liable, subject either to the doctrines of contributory negligence or comparative negligence. 14.2 Notwithstanding anything in this Lease to the contrary, Tenant and Landlord hereby waive and release any and all rights of recovery, whether arising in contract or tort, against the other, including their agents, employees, agents, representatives, contractors and subcontractors, arising during the Term for any and all loss or damage to any property located within or constituting a part of the Project (inclusive of the Premises), which loss or damage arises from the perils that are insured against under each party's  11  Packet Pg. 180    4.5.a  property insurance policies or could be insured against under the ISO Causes of Loss-Special Form Coverage (formerly known as "all-risk"), including any deductible thereunder (whether or not the party suffering the loss or damage actually carries suchi insurance, recovers under such insurance or self-insures the loss or damage), or which right of recovery arises from any loss or damage that could be insured under time element insurance, including without limitation loss of earnings or rents resulting from loss or damage caused by such a peril. This mutual waiver is in addition to any other waiver or release contained in this Lease. If there is a conflict between this Section and any other provision of this Lease, this Section shall control. Landlord and Tenant shall cause each property insurance policy carried by either of them insuring the Premises, the contents thereof, or the Project, to provide that the insurer waives all rights of recovery by way of subrogation or otherwise against the other party hereto in connection with any loss or damage which is covered by such policy or that such policy shall otherwise permit, and shall not be voided by the  releases provided for above. Article 15. Utilities and Other Services.  15.1 Tenant shall pay for all gas, electricity, water and sewer charges, telephone service and all other 15.2 Landlord, at its expense and as part ofl Landlord's Work, shall use commercially reasonable efforts tocauset the Premises tol be individually metered for each utility service and provide the service connections at points mutually agreeable to Landlord and Tenant. If a utility does not allow or provide for separate metering, Tenant will payi its share (without any surcharge by Landlord) of the consumption charges based upon the ratio of the leasable square feet of the Premises to the total leasable square feet of all buildings covered by the utility bill. In no event shall the cost of any utility or service exceed the amount Tenant would pay ifs such utility or service were contracted for separately by Tenant or provided directly to Tenant by the 15.3 In the event of any failure or delay in utility supply, Landlord shall diligently pursue to restore such utilities as soon as possible sO as to minimize any interruption in Tenant's business at the Premises. In no event will Landlord be liable for any damage to the Premises or property therein, loss of business, or otherwise, unless, if (a) any interruption, modification or cessation of utility service shall occur due to the gross negligence or willful misconduct of Landlord, (b) such disruption or interruption continues for more than three (3) days, and (c) such disruption or interruption causes Tenant to cease operating its business int the Premises, in which event Rent shall be abated until such interruption of the Premises is restored to 15.4 Landlord shall provide a "Shared Trash Compactor" in the ground floor location shown on Exhibit "A" for use by Tenant and other tenants. Tenant shall not allow refuse, recycling materials or garbage generated from the Premisest to accumulate outside of the Premises except ini the Shared Trash Compactor area provided by Landlord. Landlord shall maintain, repair and replace the Shared Trash Compactor in working order and condition. Landlord shall obtain and maintain an annual service contract that covers the Shared Trash Compactor (the "Shared Trash Compactor Maintenance Contract"). If the Shared Trash Compactor Maintenance Contract covers more than one trash compactor, then Landlord shall equitably attribute a pro rata portion of the cost thereof to the Shared Trash Compactor based ont the number of trash compactors covered by such maintenance contract. Tenant shall reimburse Landlord on a not more than a quarterly basis within sixty (60) days after receipt of Landlord's invoice for Tenant's pro-rate share of the Shared Trash Compactor Maintenance Contract (which shall not include an administrative fee thereon payable to Landlord), which pro rata share will be calculated based on the number of premises (including the Premises) that from time to time use the Shared Trash Compactor. Such costs of the Shared Trash Compactor Maintenance Contract shall not be included in Common. Area Costs (provided that substantially all other retail tenants within the Commercial Component that do not have exclusive use of a trash  services and utilities supplied solely to the Premises and consumed by Tenant.  local public utility company serving the area in which the Project is located.  Tenant.  compactor are obligated to pay such Shared Trash Compactor costs).  Article 16. Entry By Landlord.  12  Packet Pg. 181    4.5.a  16.1 Landlord shall have the right, upon reasonable advance written notice to Tenant (except in the event of an Emergency, in which case notice may be orally given to Tenant) and during regular business hours (except in the event of an Emergency) to enter the Premises (a) to repair and inspect the same, and (b) to show the Premises to prospective purchasers, lenders and (during the last one (1) year oft the Term)  tenants.  Article 17. Default by Tenant. Tenant hereunder:  17.1 The occurrence of any one or more of the following events shall constitute an "Event of Default" by (a) The failure of Tenant to make any payment of Fixed Rent or any other Rent payment required to be made by Tenant hereunder where such failure shall continue for a period of five (5) days (b) Tenant fails to observe or perform any of the other covenants, conditions and provisions of this Lease tol be observed or performed by Tenant, where such failure continues for a period of fifteen (15) days after Landlord provides Tenant written notice thereof; provided, however, that if the nature of such failure is such that more than fifteen (15) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said fifteen (15) day period and thereafter diligently prosecutes such cure to completion within ninety (90) days of such notice, provided, however, that no such failure shall be deemed a default ifs such failure is due to an event of Force Majeure; or (c) Tenant (1) makes a general assignment for the benefit of creditors or will file a petition for bankruptcy, reorganization, liquidation, dissolution or similar relief under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or (i) rejects this Lease in any proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or (d) A petition for bankruptcy, reorganization, liquidation, dissolution or similar proceeding is filed against Tenant under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect and the same is not discharged within forty-five (45) days of filing, or a trustee, receiver or liquidator will be appointed for the property of Tenant, and the same is not vacated or set aside within forty-five (45) (e) Tenanti fails to open the Premises for business as required under Section 7.5 of this Lease within thirty (30) days after Tenant's receipt of notice of such failure (it being acknowledged and agreed that the thirty (30) day notice referenced in this subpart (f) shall not bei in addition to the notice and cure period specified in subpart (b) above); provided, however, that no such failure shall be deemed a default if such  after Landlord provides written notice to Tenant that such payment is past due; or  days of the appointment; or  failure is due to an event of Force Majeure; or  (f) Tenant assigns this Lease or subleases the Premises, except as expressly permitted under 17.2 Upon the occurrence of an Event of Default under Sections 17.1(a), 17.1(b), 17.1(e) or 17.1(f) (it being acknowledged that federal bankruptcy law shall control ift there is an Event of Default under Sections 17.1(c)or1 17.1(d)), Landlord may, atl Landlord's election upon granting of a court order pursuant to an action (a) re-enter the Premises, and without terminating this Lease, at any time thereafter, re-let the Premises and improvements, or any part(s) of them, for the account, and in the name of Tenant or otherwise, all at prevailing market rates. Any re-letting may be for the remainder of the Term or for any longer or shorter period (provided, however, that if Landlord enters into a new lease beyond the current Term (but not including any Extension' Terms, the commencement of which shall not have occurred prior to such dispossession or removal), then Tenant shall only be responsible hereunder through the current Term). Landlord shall be entitled to all rents from the use, operation or occupancy of the Premises or improvements, and Tenant shall be liable for all documented, customary, reasonable, actual, and third-  Article 12 of this Lease.  or proceeding at law:  13  Packet Pg. 182    4.5.a  party (1) costs to repair and restore the Premises to a leasable white box condition (excluding any such costs for the ceiling or flooring), (ii) the unamortized brokerage fees incurred byl Landlord in connection with this Lease which shall be amortized on a straight line basis over the Initial Term, and (ii) attorney's fees incurred in connection with dispossessing Tenant from possession of the Premises ("Reletting Costs"). If the term of any re-letting is greater than the amount of time remaining on the then current Term (but not including any Extension Terms, the commencement of which shall not have occurred prior to such dispossession or removal), then the Reletting Costs referenced in part () above shall be reasonably allocated throughout the entire re-letting term for purposes of determining such proportionate amount applicable to be paid by Tenant (i.e. the Reletting Costs referenced inp part () above shall be amortized on as straight line basis over the entire re-letting term and Tenant shall only be responsible for the annual amortization amount of such Reletting Costs occurring during the remainder oft the then current Term oft this Lease). Tenant shall nevertheless pay to Landlord on the due dates specified in this Lease the equivalent of all sums required of Tenant under this Lease reduced by the amount of rents and other charges collected by Landlord on account oft the new lease or leases of the Premises for each month of the period that would otherwise have constituted the balance of the then current Term (not including any Extension Terms, the commencement of which shall not have occurred prior to such dispossession or removal). Such deficiency shall be paid by Tenant in monthly installments on the dates specified in this Lease for payment of Fixed Rent, and any suit brought to collect the amount oft the deficiency for any month shall not prejudice in any way the rights of Landlord to collect the deficiency for any subsequent month by a similar proceeding. Landlord shall have the right in lieu of collecting such deficiency in Rent each month as provided above, to accelerate damages in an amount equal to the present value (as of the date of such termination) of the difference between () Rent which would have become due through the expiration of the Term, or what would have been such expiration but for any termination thereof (but not including any Extension Terms, the commencement of which shall not have occurred prior to such dispossession or removal), and (i) the fair market rental value of the Premises over the balance of the then current Term (not including any Extension Terms, the commencement of which shall not have occurred prior to such dispossession or removal), determined on the date of such dispossession or removal, which liquidated and agreed final damages shall be payable to Landlord in one lump sum within thirty (30) days following written demand therefor (the foregoing are collectively referred to as the "Acceleration Damages"). For purposes of this Section, present value" shall be computed by discounting such amount to present worth at a discount rate equal to four (4) percentage points above the discount rate then in effect at the Federal Reserve Bank nearest tot the location of the Project. Notwithstanding: anything tot the contrary contained herein, in no event shall the Acceleration Damages exceed thel Rent whichy would have been payable for the twelve (12) month period following the determination of the Acceleration Damages. Upon payment of such Acceleration Damages, Tenant shall receive a credit at the end of such twelve (12) month period, against any Rent actually paid to Landlord by a replacement tenant during such twelve (12) month period. On each twelve (12) month anniversary, subject to the Landlord making an accounting of the rents received by Landlord from re-letting the Premises, Landlord shall be entitled to the Acceleration Damages coming due for the (b) terminate this Lease and re-enter and take possession of the Premises and remove Tenant's effects and hold the Premises, together with all additions, alterations and improvements thereto, as if this Lease had not been made. All of Tenant's rights in the Premises shall terminate upon such termination of this Lease. In the event of such termination, Tenant covenants to pay to Landlord all sums that are due and payable through the date of such termination. In addition, Tenant shall be liable for Reletting Costs. Ift the term of any re-lettingi is greater than the amount oft time remaining ont thet then current Term (but not including any Extension' Terms, the commencement of which shall not have occurred prior to such termination), then the Reletting Costs shall be reasonably allocated throughout the entire re-letting term for purposes of determining such proportionate amount applicable to be paid by Tenant. 17.3 The rights and remedies of Landlord set forth in this Article shall be cumulative and not exclusive 17.4 Landlord hereby waives any lien rights it may have against Tenant's Personal Property under statute, common law or otherwise; provided, however, that Landlord will have no obligation for the safekeeping of Tenant's Personal Property and if the same is not removed from the Premises, Landlord  next twelve (12) month period; or  of each other.  14  Packet Pg. 183    4.5.a  may remove such Personal Property at the expense of Tenant. Landlord shall not have any right to accelerate the Fixed Rent and other amounts payable hereunder (except as set forth in this Lease, 17.5 Tenant will reimburse and pay to Landlord all reasonable, actual, and documented court costs and attorneys' fees (as the same are determined in by the court in an action or proceeding atl law) incurred by Landlord in connection with Landlord's enforcement of its rights and remedies under this Lease in an action or proceeding at law, within thirty (30) days after Tenant's receipt of an invoice therefor along with documentation (in form and substance reasonably satisfactory to Tenant) substantiating such costs and expenses. Landlord will reimburse and pay to Tenant all reasonable, actual and documented court costs and attorneys' fees (as the same are determined in by the court in an action or proceeding at law)i incurred by Tenant in connection with Tenant's enforcement of its rights and remedies under this Lease in an action or proceeding at law, within thirty (30) days after Landlord's receipt of an invoice therefor along with documentation (in form and substance reasonably satisfactory to Landlord) substantiating such costs and 17.6 Except as otherwise set forth to the contrary elsewhere in this Lease, no re-entry or taking possession of the Premises by! Landlord pursuant tot this Article 17 of this Lease will (i) constitute at forfeiture of any Rents payable by, or a waiver of any obligations of, Tenant under this Lease, or (i) be construed as an election on Landlord's part to accept a surrender of the Premises unless written notice of such intention  including, but not limited to Article 17.2).  expenses.  is given by Landlord to Tenant. Article 18. Landlord's Right to Cure.  18.1 IfTenant defaults in performance of its repair and maintenance obligations under this Lease and does not cure such default within thirty (30) days after written notice from Landlord (or does not within said period commence and diligently proceed to cure such default) (or such shorter cure period as may be specified otherwise in this Lease), Landlord, without waiver or prejudice to any other right or remedy itr may have under this Lease, shall have the right, at any time thereafter, to cure such default for the account of Tenant. However, Landlord must provide written notice of its intent to cure the default at least five (5) business days prior to commencing any such cure unless an Emergency exists. Tenant shall reimburse Landlord for the reasonable, actual, and documented out-of-pocket expenses incurred by Landlord in curing such default, plus an administrative fee of five percent (5%6), payable as additional rent within thirty (30) days of Tenant's receipt of a detailed andi itemized invoice froml Landlord. In the event of an Emergency, Landlord may cure such a default by Tenant before the expiration of the cure period, but after giving such written or oral notice to Tenant as is practical under all of the circumstances. Landlord shall act reasonably ine exercising such right and shall limit its actions to those reasonably necessary to address the Emergency. Tenant reserves the right to review and contest any unreasonable or excessive charges resulting from such  actions. Article 19. Casualty.  19.1 In the event the Premises and/or the Building are destroyed or damaged by fire, accident, the elements or other casualty (a "Casualty"), to the extent that the cost to repair such damage or destruction is less thani fifty percent (50%) oft ther replacement cost oft thei improvements in the Project immediately prior tosuch damage or destruction ("Partial Damage"), Landlord shall, within sixty (60) days after the occurrence of such Partial Damage, deliver to Tenant a good faith estimate of the time needed to repair the Partial Damage ("Damage Notice"). If Landlord estimates that the amount of time required to substantially complete such repair and restoration will exceed twelve (12) months from the date of the damage, then Landlord or Tenant shall have the right to terminate this Lease as of the date ofs such Casualty upon giving written notice to the other at any time within thirty (30) days after delivery oft thel Damage Notice. If, however, there is Partial Damage within the last twenty-four (24) months of the Initial Term or any Extension Term to the extent that the cost to repair such damage or destruction is greater than thirty-three percent (33%) of the replacement cost of the Premises or Building, either party shall have the right to terminate this Lease, provided that written notice thereof is given to the other party notl later than sixty (60) days after such Partial Damage. IfLandlord elects to terminate this Lease in accordance with this Section 19.1, then Tenant may  15  Packet Pg. 184    4.5.a  elect to exercise an Extension Term by providing Landlord with an Extension Notice for any unexercised Extension Term which is exercisable pursuant to Article 2 within thirty (30) days following such termination notice from Landlord. If Tenant elects to submit such Extension Notice within such thirty (30) day period, Landlord's termination notice will be null and void and Landlord will be obligated to repair and restore such Partial Damage in accordance with this Section 19.1. Unless this Lease is terminated, Landlord agrees, at its sole expense, to restore the Premises and/or the Building (excluding the leasehold improvements in the residential units in thel Residential Component) with reasonable dispatch (from the date insurance proceeds are received by Landlord) to substantially the same condition as existed immediately prior to such damage or destruction (with such modifications as shall be required in order to comply with applicable Law) and this Lease shall remain in full force and effect. Tenant agrees that promptly after completion of such work by Landlord Tenant will proceed with reasonable diligence and at Tenant's sole cost and expense to restore, repair and replace Tenant's Personal Property. If Landlord fails to sO complete the repairs within one hundred eighty( (180) days after the date Landlord receives insurance proceeds, Tenant shall have the right and option, upon no less than thirty (30) days' prior notice to Landlord to terminate this Lease; provided, however, should Landlord complete such restoration prior to the expiration of such thirty (30) day period, Tenant's termination notice shall be deemed null and void and ofr noi further force ande effect, and this Lease 19.2 In the event the Premises and/or the Building are damaged or destroyed by a Casualty during the Term to the extent that the cost to repair such damage or destruction is more than fifty percent (50%) of the replacement cost of the improvements in the Building immediately prior to such damage or destruction ("Total Damage"), Landlord shall within sixty (60) days after the occurrence of such Total Damage, deliver to Tenant a good faith estimate of the time needed to repair the Total Damage ("Total Damage Notice"). If Landlord estimates that the amount of time required to substantially complete such repair and restoration will exceed twelve (12) months from the receipt of permits, then Landlord or Tenant shall have the right to terminate this Lease upon giving written notice to the other at any time within thirty (30) days after delivery of the Total Damage Notice, in which event this Lease will terminate effective as of the date of the occurrence of such Total Damage. If this Lease is not terminated, Landlord will repair or restore such Total Damage (excluding the leasehold improvements in -the residential units in the Residential Component) within twelve (12) months from receipt of permits from the date of the damage. Tenant agrees that promptly after completion of such work by Landlord Tenant will proceed with reasonable diligence and at Tenant's sole cost and expense to restore, repair and replace Tenant's Personal Property- If Landlord fails to sO complete ther repairs within the earlier of: (i)t twelve (12)months fromreceipt of permits, or (ii) within eighteen (18) months after the date of such damage, Tenant shall have the right and option, upon no less than thirty (30) days' prior notice to Landlord to terminate this Lease; provided, however, should Landlord complete such restoration prior to the expiration of such thirty (30) day period, Tenant's termination notice shall be 19.3 IfLandlord is required, or elects, to repair or restore the Premises pursuant to the provisions of this Article 19, the Rent payable under this Lease for thep period during which suchrepair or restoration continues will be abated in proportion to the degree to which the Premises and Tenant's use of the Premises is impaired and such abatement shall continue for the period ("Abatement Period") commencing with such destruction or damage and ending with: (a) the completion by Landlord of such work of repair and/or restoration as Landlord is obligated to do; and (b) the expiration of a reasonable period of time (not to exceed ninety (90) days) necessary to enable Tenant to restore its Personal Property and re-fixture the Premises and reopen for business, but said period of time shall be deemed to have ended if Tenant shall reopen for business int the entirety of the Premises prior to the expiration thereof. Notwithstanding: anything tot the contrary. contained herein, if there is a Partial Damage or Total Damage and Tenant exercises reasonable business judgment to discontinue the operation of business int the Premises there shall be afull abatement Rent from the date Tenant discontinues the operation of business in the Premises until the expiration of the Abatement Period. Except for the abatement of Rent, if any, Tenant will have no claims 19.4 Notwithstanding anything seti forth int this Article 191 to the contrary, (a) Landlord will not be obligated toc commence any repairs until insurance proceeds are received by Landlord, and, subject to the following paragraph, Landlord's obligation under this Lease will be limited to proceeds actually received by Landlord  shall continue.  deemed null and void and of no further force and effect, and this Lease shall continue.  against Landlord as a result of any Partial Damage or Total Damage.  16  Packet Pg. 185    4.5.a  under any insurance policies which have not been required to be applied toward the reduction of any indebtedness secured by any mortgage, (b)Landlord's obligations within the Premises under this Article 19 will be limited to restoring the Premises to substantially the same condition as existed prior to such damage or destruction (with such modifications as shall be required in order to comply with applicable Law); provided, however, that Landlord shall have no obligation to restore any alterations, changes or improvements made to the Premises above and beyond the scope of Landlord's Work to the extent such alterations, changes or improvements were made without Landlord's consent should Landlord's consent to the same be required under this Lease, (c) Landlord will have no obligation to repair, replace or rebuild any of Tenant's Personal Property, and (d) no damage or destruction to the Premises will allow Tenant to surrender possession of the Premises or affect Tenant's obligation to pay Rent, except as provided in this Article 19. Unless this Lease is terminated under this Article 19, Tenant will re-fixture all parts of the Premises (which obligation shall be limited to proceeds actually received by Tenant under any insurance policies), in a prompt and diligent manner. Tenant will use commercially reasonable efforts to give Landlord In the event any holder of a mortgage lien against the Project exercises a valid right pursuant to the instruments creating or securing such mortgage, to apply the proceeds of any property insurance payable to Landlord as the result of a Casualty, to the balance of the mortgage or for some purpose other than the rebuilding of the Premises and/or Building, Landlord shall have the right to terminate this Lease by written notice given to Tenant within thirty (30) days after Landlord's receipt of notice from the holder of such mortgage lien that it has elected to apply the proceeds of the property insurance in the manner set forth above (the "Notice of Insufficiency of Proceeds"). In the event Landlord fails to timely give the Notice of Insufficiency of Proceeds, then it shall be deemed that such insurance proceeds are sufficient for  prompt notice of any such damage or destruction to any portion of the Premises.  Landlord to discharge its obligations under this Article 19.  Article 20. Condemnation.  20.1 If any part of the Premises shall be taken under the power of eminent domain or a sale in lieu of such taking, or a "substantial portion of the Common Areas" are sO taken or sold, then either Landlord or Tenant may, by giving written notice toi the other party within sixty (60) days after such taking, terminate this Lease which termination shall be effective thirty (30) days after the date of such termination and all Rent shall be abated from and after such taking. A' "substantial portion of the Common Areas" is defined to be any of the following: (a) the loss of more than ten percent (10%) of the parking spaces in the Parking Component ifLandlord does not provide adequate substitute parking; or (b)) vehicular access to or fromi the Building is permanently altered as to adversely affect the flow of traffic to or from the Building and Landlord does not provide adequate substitute access for such purpose that is reasonably satisfactory to Tenant. In the event that Tenant does not have the right to terminate this Lease as aforesaid or if Tenant has such right but elects not to exercise such right within the sixty (60) day period, then Landlord, at Landlord's sole cost and expense, shall make such repairs and alterations as may be necessary to restore the Premises and/or any other portion of the Common Areas as nearly as practicable to complete units ofl like quality and character as existed just prior to such taking (with such modifications as shall be requiredi in order to comply with applicable Laws). The Rent from and after any such taking or sale shall be proportionately abated based upon the extent and duration of any interference with Tenant's use and enjoyment of the Premises occasioned by such taking or sale and any repairs or alterations resulting therefrom. In addition, the Rent shall thereafter be proportionately reduced based on the reduced area of the and/or reduced utility of the 20.2 If twenty-five percent (25%) or more of the Building shall be taken under the power of eminent domain or a sale in lieu of such taking, then Landlord may, by giving written notice to Tenant within sixty (60) days of such taking, terminate this Lease (provided Landlord terminates the leases of all other tenants int the Building), whicht termination shall be effective thirty (30) days after the date of such termination notice and' Tenant shall pay Rent through the date of such termination (subject to the abatement rights set forth in 20.3 Any condemnation award issued in connection with any such taking shall belong solely to the Landlord. Notwithstanding the foregoing, Tenant shall have the right to claim any compensation as may be  Commercial Component.  the preceding paragraph).  17  Packet Pg. 186    4.5.a  separately awarded or receivable by Tenant in Tenant's own right on account of any costs or loss Tenant may suffer for the removal of its merchandise, furniture, fixtures or equipment, the loss of the unamortized value ofi thei improvements made pursuant to this Lease or any other element ofs special damage separately recoverable by the Tenant, sO long as such claim will not diminish or otherwise affect Landlord's compensation or damages awarded for any taking. Landlord will not be liable to Tenant for any damages 20.4 Notwithstanding anything to the contrary contained herein, Landlord's right(s) to terminate this Lease pursuant to this Article 20 is expressly conditioned on Landlord's termination of the lease(s) or occupancy agreements of all other tenants in the Commercial Component. If Landlord exercises any termination right provided for in this Article 20 and, within twelve (12) months from the termination of this Lease, Landlord commences to lease, repair or restore the Building for the purpose of retail leasing, Landlord must notify Tenant and offer Tenant the right to reinstate this Lease upon the same terms and conditions set forth in this Lease (except that the lease term with respect to such reinstatement shall bet for at term of no less than five (5) years). Tenant shall respond to Landlord within thirty (30) days of receipt of Landlord's notice, and if Tenant fails to respond within such thirty (30) day period, it shall be deemed that Tenant has chosen not to reinstate the Lease. Landlord's obligation to notify Tenant and offer Tenant the right to reinstate this Lease as seti forth herein shall survive Landlord's termination of this Lease and remain  which Tenant may suffer as a consequence of any taking.  ac contractual obligation of Landlord. Article 21. Subordination.  21.1 Tenant hereby agrees that this Lease shall be automatically subordinate to the lien of any lender, mortgagee, underlying landlord or other party whose title might presently be superior to the title ofl Landlord 21.2 Tenant hereby agrees that this Lease shall be subordinate to the lien of any lender, mortgagee, underlying landlord or other party whose title might hereafter become superior to the title of Landlord subsequently placed upon the Commercial Component after the date of this Lease, (hereinafter referred to as the Subsequent Mortgagee"). In confirmation of such subordination, Tenant shall, within ten (10) days of request, promptly execute a subordination agreement on Subsequent Mortgagee's standard form, if sO  which encumbers the Commercial Component as of the date of this Lease.  required. Article 22. Liens.  22.1 Tenant shall not subject all or any part of the Project or Premises to any mechanic's, materialmen's or other lien under the lien law of the state in which the Project is located. If, at any time, a lien or encumbrance is filed or recorded against the Premises or the Project as a result of any act or omission of Tenant or any of Tenant's agents, representatives, employees contractors or subcontractors, Tenant shall, after receipt of written notice ofs such lien(s), cause such lien(s) to be removed within ten (10) days of receipt of such notice, or if Tenant wishes to contest such lien(s), Tenant shall, within such ten (10) day period, post ab bond. If Tenant fails to act within such ten (10) day period, Landlord may take such steps as it deems necessary to remove the lien(s), including settlement and payment thereof, and Tenant shall reimburse Landlord upon demand for all reasonable, actual and documented costs ande expenses incurred! by! Landlord Thel Lease provides that Landlord's interest int thel Premises and Project shall not be subject to liens for improvements or work made or done by, through or under Tenant. In no event shall Landlord be liable for or subjected to any mechanic's, materialmen's or laborers' liens for improvements or work done by orat the insistence of Tenant or those claiming under it. In accordance with Florida Statutes Section 713.10, the Lease expressly prohibits the subjecting of Landlord's interest in the Premises and the Project to any such mechanic's, materialmen's or laborers' liens fori improvement work made or done by or at the instance of Tenant (or those claiming under Tenant) and all persons dealing with Landlord or Tenant are hereby put on  inc connection therewith, including reasonable attorneys' fees and costs.  notice of this provision.  18  Packet Pg. 187    4.5.a  Article 23. Quiet Enioyment.  23.1 Provided Tenant performs the agreements, terms, covenants and conditions of this Lease on its part to be kept and performed after all applicable notice and cure periods, Tenant shall and may peaceably and quietly have, hold ande enjoy the Premises during the Term oft this Lease without hindrance, molestation  or disturbance from Landlord or any person claiming through Landlord.  Article 24. Notices.  24.1 All notices required or permitted to be given hereunder shall be in writing and shall be delivered by (a) personal delivery with acknowledgment of receipt, (b) United States mail, prepaid, for delivery by registered or certified mail, return receipt requested, (c) reputable overnight courier service providing proof of delivery, to the addresses for Landlord and' Tenant set forth below, or (d) e-mail transmission, so long as suchi transmission is followed within one (1)business day by delivery utilizing one of the methods described in Section 24.1(a), Section 24.1(b), or Section 24.1(c). Notice shall be deemed delivered () upon date of actual receipt or refusal to receive such Notice, if delivered in accordance with Section 24.1(a) or Section 24.1(b); (i) one (1) business day after deposit with a reputable overnight courier service providing proof of delivery, ifdeliveredi in accordance with Section 24.1(c); or (i)upont transmission, ifdelivered in accordance  with Section 24.1(d).  24.2 The initial addresses for Landlord and Tenant are set forth below:  Landlord:  Block 55 ORG Owner, LLC clo Swerdlow Group 2901 Florida Avenue, Suite 806 Coconut Grove, Florida 33133 Attn: Nick Swerdlow Southeast Overtown/Park West Community Redevelopment. Agency 819 NW 2nd Avenue, 3rd Floor Miami, Florida 33136 Attn: Block 55 ORG Owner, LLC clo Swerdlow Group 2901 Florida Avenue, Suite 806 Coconut Grove, Florida 33133  Tenant:  Rent payments shall be mailed to:  Any party shall have the right from time to time and at any time, upon at least ten (10) days' prior written notice delivered pursuant to the terms hereof, to change its respective address and to specify any other address within the United States of America, provided said new: address is not a post office box except that Landlord's rent payment address may be al lockbox with a post office box address. The respective attorneys for each party are authorized to give any notices, make any requests and send any other communications  under this Lease on behalf of their respective clients.  Article 25. Miscellaneous.  25.1 Landlord's Representations and Warranties. Landlord represents, warrants and covenants to Tenant as oft the date hereof that Landlord has the full right, power and authority to enter into this Lease. 25.2 Estoppel Certificate. Landlord and' Tenant shall at any time andi from time to time, within twenty (20) days of written request therefor, execute, acknowledge and deliver to the other party a statement in writing: (a) certifying that this Lease is unmodified and in full force and effect (or, if the Lease has been modified, stating such modification); (b)t the dates to which Fixed Rent and other charges havel been paid; (c) whether, to the best knowledge of the party signing said certificate, there are then existing any defaults hereunder  19  Packet Pg. 188    4.5.a  upon the part of the other party hereto, or any events or conditions that would give a party the right to terminate this Lease; (d) whether the signing party has any claims or counterclaims against the right to terminate this Lease; (d) whether the signing party has any claims or counterclaims against the other party hereto; and (e) the amount, if any, of any security deposit or prepaid rent. The failure by Tenant to deliver or respond to a statement within the twenty (20) day time period hereunder shall be an Event of Default if Tenant doesn't cure such failure within ten (10) days after receipt of a reminder notice from Landlord of  suchi failure.  25.3 Intentionally Omitted.  25.4 Brokerage. Landlord and Tenant each represent and warrant to the other that they have had no conversations or negotiations with any broker, finder or similar person concerning the consummation oft this Lease or the leasing of the Premises to Tenant, other than Cushman & Wakefield of Florida, LLC representing Landlord and Stiles Corporation, representing Tenant (collectively, the "Brokers"). Landlord agrees to pay the Cushman & Wakefield of Florida, LLC pursuant to the terms of separate agreement. agreement between the Brokers. Landlord and Tenant each hereby indemnifies and holds the other harmless from and against all loss, cost, liability, claim, damage and expense (including, without limitation, court costs and reasonable attorneys' fees)i incurred in connection with or arising out of any conversations, negotiations or actions had by Landlord or Tenant, as the case may be, or anyone acting on behalf of Landlord or Tenant, as the case may be, with any broker, finder or similar person other than the Brokers in 25.5 Tenant's Authority. Tenant represents and warrants that Tenant has full right, power and authority toe enter into this Lease, and no approvals or consents of any other person or entity is required for this Lease 25.6 No Partnership. Iti is expressly understood that Landlord and' Tenant are not partners, and Landlord has no right, title ori interest in the business of Tenant and Landlord has no right to represent or bind' Tenant ina any respect whatsoever, and that nothing herein contained shall be deemed, held or construed as making Landlord a partner or associate of Tenant, it being expressly understood that the relationship between the 25.7 Project Rules and Regulations. Landlord's rules and regulations for the Project applicable to the occupants of the Commercial Component as of the Effective Date are attached as Exhibit' "G"t to this Lease ("Rules and Regulations" ). To the extent the Rules and Regulations conflict with any provision contained in the body of the Lease or any of the other exhibits to thel Lease, the provisions in the Lease and/or the other exhibits shall control. Such Rules and Regulations shall be uniformly applied and enforced without discrimination among all tenants of the Commercial Component. Landlord may make modifications to the rules and regulations, from time to time but such modifications shall not (a) interfere with Tenant's use and enjoyment oft the Premises in more than a de minimis manner, (b)i increase any of Tenant's obligations, (c) adversely impact in more than a de minimis manner any of Tenant's rights, set forth in this Lease, or (d) 25.8 Waiver. The consent or waiver by Landlord or Tenant to any breach of any term, covenant, or condition of this Lease shall not be construed as a consent or waiver of any other breach of the same or any other term, covenant and condition of this Lease. No endorsement or statement on any check or letter accompanying a check for payment of any sum due shall be deemed an accord and satisfaction, and Landlord (or Tenant as the case may be) may accept such check or payment without prejudice to the accepting party's right to recover thel balance of such Rent or other payment or to pursue any other remedy provided ini this Lease. No agreement to accept a surrender of the Premises or this Lease other than at the expiration or earlier termination of the Term in accordance with the terms of this Lease shall be valid unless in writing signed by Landlord. The delivery of keys, abandonment of the Premises, and/or any attempt to deliver possession of the Premises by Tenant to Landlord or any agent or employee of Landlord shall not operate as a termination oft this Lease or as surrender of the Premises, except to the extent permitted under  Cushman & Wakefield of Florida, LLC shall pay,  pursuant to the terms of a separate  connection with this Lease.  to be a valid and binding obligation of Tenant.  parties hereto is, and shall at all times remain, that of Landlord and Tenant.  limit or restrict the Permitted Use.  this Lease.  20  Packet Pg. 189    4.5.a  25.9 Marginal Headings. The marginal headings and titles to the articles and sections oft this Lease are not part of the Lease and shall have no effect upon the construction or interpretation of any part thereof. 25.10 Successors and Assigns. "Tenant" is the entity named expressly herein as Tenant, but upon a transfer, assignment or succession, such transferee or assignee shall be deemed' "Tenant" hereunder, and "Landlord" means thet then-owner oft the lessor'si interest ini this Lease. This Lease and thet terms, covenants and conditions contained herein shall inure to the benefit of, and will be binding upon, the heirs, executors, administrators and, except as otherwise provided herein, successors and assigns ofl Landlord and Tenant. Int the event of a transfer by Landlord of its interest in this Lease then, sO long as the transferee assumes all liabilities and obligations under the Lease applicable to Landlord in writing, the transferor shall be automatically released from all liability and obligations as Landlord accruing subsequent to the transfer. 25.11 No Recordation. Tenant may not record this Lease or any memorandum of lease. 25.12 Guaranty. Tenant shall cause Dannie Augustin and Genese Augustin to execute and deliver to 25.13 No Construction Against Drafting Party. Landlord and Tenant acknowledge that each of them and their counsel have had an opportunity to review this Lease andt that this Lease will not be construed against 25.14 No Prior Agreements or Oral Modifications. This Lease contains all of the agreements of the parties hereto. No other agreements or understandings, written or oral, shall be effective for any purpose or shall diminish any of Tenant's rights herein granted ori increase any of Tenant's obligations. No provision of this Lease may be modified except by an agreement in writing signed by the parties hereto or their respective successors. LANDLORD. ACKNOWLEDGES THAT NOI REPRESENTATION, WARRANTY, INDUCEMENT, PROMISE OR AGREEMENT HAS BEEN MADE, ORALLY OR OTHERWISE, BY TENANT OR ANYONE ACTING ON BEHALF OF TENANT, UNLESS SUCH REPRESENTATION, WARRANTY, INDUCEMENT, PROMISE OR AGREEMENT IS EXPRESSLY SET FORTH IN THIS LEASE. LIKEWISE, TENANT ACKNOWLEDGES THAT NO REPRESENTATION, WARRANTY, INDUCEMENT, PROMISE OR AGREEMENT HAS BEEN MADE, ORALLY OR OTHERWISE, BYL LANDLORD ORANYONE ACTING ON BEHALF OF LANDLORD, UNLESS SUCH REPRESENTATION, WARRANTY, INDUCEMENT, PROMISE ORAGREEMENT ISI EXPRESSLY SET FORTH IN THISI LEASE. WITHOUTI LIMITINGTHE GENERALITY OF THE FOREGOING, EACH PARTY HEREBY EXPRESSLY WAIVES. ANY CLAIM FORI FRAUD INT THE 25.15 Force Majeure. Excluding Section 25.3 (except as expressly provided for above), If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, labor disputes, civil commotion, war, fire or other casualty, inability to procure materials, governmental regulations, statutes, ordinances, restrictions or decrees, or other causes beyond the control oft the party sO obligated (financial inability excepted), the period for the performance of any such acts shall be extended for a period equivalent to the period of such delay. The provisions of this Section 25.15 shall not excuse the timely payment of any sums or rent to be paid by one party tot the other under this Lease. 25.16 Covenants Running with the Land. All of the covenants of Landlord contained in this Lease shall be covenants running with the land, and as such shall benefit the Premises and each person having any leasehold interest therein derived through Tenant and bind each successive owner of any portion of the 25.17 Rule Against Perpetuities. If the Term of this Lease shall not have commenced within five (5)) years from the date of this Lease, this Lease shall thereupon become null and void and have no further force and  Landlord the Guaranty ofl Lease attached hereto as Exhibit' "H".  Tenant merely because Tenant has prepared it.  INDUCEMENT.  Building and/or Project and each person having any interest derived therefrom.  effect.  21  Packet Pg. 190    4.5.a  25.18 Partial Invalidity. Any provision oft this Lease which shall prove to be invalid, void, ori illegal shall in no way affect, impair or invalidate any other provision hereof and such other provisions shall remain in full 25.19 Transmittal of Lease. This Lease is delivered to Landlord for examination only and does not constitute an offert tol lease, andi this Lease shall become effective only upon the xecltonanduncondtionat 25.20 Time. Time is of the essence as to the lawful performance of all duties and obligations set forth in this Lease. All time periods in this Lease will be deemed to refer to calendar days unless the time period specifically references business days. In the event the time for performance of any act under this Lease falls on a Saturday, Sunday, or state or national holiday, such time will automatically be extended to the  force and effect.  delivery thereof by both parties hereto.  next business day. 25.21 Intentionally Deleted  25.22 Holdover by Tenant. In the event Tenant remains in possession oft the Premises after the expiration of the Term or sooner termination of this Lease and without the execution of an extension or new Lease, Tenant shall be deemed a Tenant at sufferance, subject to all the conditions oft this Lease except that Fixed Rent shall be a sum equal to two hundred percent (200%) of the Fixed Rent which was payable under this Lease during the last full calendar month of the Term that immediately preceded the initial holdover period. Nothing herein contained shall be deemed to permit Tenant to retain possession of the Premises after the expiration of the Term or sooner termination of the Lease. Tenant shall defend, indemnify, and holdl Landlord harmless from any and alll liabilities, loss, costa and expense ofe every kinds suffered by! Landlord as a result of Tenant's holding over. The provisions of this paragraph shall survive the expiration of the 25.23 Limitation on Liability. Any monetary obligation or liability whatsoever of the Landlord that may at any time arise under or pursuant tot this Lease or any obligation or liability that may bei incurred by Landlord pursuant to any other instrument, transaction, or undertaking contemplated hereby, shall be satisfied, ifat all, out of the Landlord's interest and estate in the Premises and the Project and the rents and proceeds therefrom. However, if the Landlord's interest in the Premises or Project is transterred, the Landlord shall remain liable for obligations accrued prior to the transfer and shall provide Tenant with reasonable assurance that any future owner will assume such liabilities. No obligation or liability whatsoever arising hereunder shall be personally binding on nor shall resort for the enforcement thereof be had to any other property of the Landlord or the private property of any of its officers, directors, stockholders, members, partners, employees, brokers, or affiliates, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise. However, nothing in this clause shall relieve Landlord from liability for claims arising from its gross negligence, willful misconduct, or violation of applicable law. Notwithstanding anything to the contrary in this Lease, in no event shall Landlord be liable for loss of business, consequential damages or special damages arising out of any matter related to this Lease except where such damages result directly from Landlord's gross negligence, willful misconduct, or failure to fulfill a material obligation 25.24 Office of Foreign Asset Control Compliance. Tenant represents and warrants to Landlord that Tenant is not a person with whom U.S. persons are restricted from doing business under regulations of the Office of Foreign Asset Control of the U.S. Department of the Treasury (including those named on its Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental statutes, regulations, orders or directives ("Blocked Person"). Tenant will not permit any portion of the Premises to be used, occupied or operated by or for the benefit of any Blocked Person. Tenant agrees to Landlord's legal obligations (a) not to do business with Blocked Persons, and (b) to freeze any assets of Blocked Persons which may come intol Landlord's possession. Tenant will defend, indemnify and hold harmless Landlord from and against any  Term or sooner termination of the Lease.  under the Lease.  22  Packet Pg. 191    4.5.a  and all claims arising from or related to any breach of this Section by Tenant. Tenant will not assign this 25.25 Applicable Law: Venue. This Lease will be construed according to the laws oft the State of Florida without application of conflicts of laws principles. Any legal action or proceeding arising out of this Lease will be instituted in a court (federal or state) located in Miami-Dade County, Florida, which will be the exclusive jurisdiction and venue. In addition, Landlord and Tenant waive any objection either may now or hereafter have to the laying of venue of anyl legal action or proceeding in such courts, andi further waive the right to plead or claim that any legal action or proceeding brought in such courts has been brought in an inconvenient forum. This provision will not be construed as a waiver of service of process in any action or 25.26 JURY WAIVER: COUNTERCLAIMS. LANDLORD AND TENANT WAIVE TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING INVOLVING ANY MATTER WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH (A) THIS LEASE, (B) THE RELATIONSHIP OF LANDLORD AND TENANT, (C) TENANT'S USE OR OCCUPANCY OF THE PREMISES, OR (D) THE RIGHT TO ANY STATUTORY 25.27 Future Declaration. Landlord may elect, at any time during the Term, to convert the Building or the Project or any portion or portions thereof (including the Commercial Component) to condominium or commercial ownership or other vertical subdivision ort to an easement: and operating agreement, declaration or similar instruments (a "Declaration"), and Tenant shall consent and cooperate with the Landlord as (A) The obligations of Landlord under this Lease shall, at Landlord's option, either () continue to be performed and observed by! Landlord as set forth herein, or (ii) shall have been assumed inwriting by (x) the successor landlord with respect to obligations hereunder to be performed within the Premises, and (y) ownership of the parcel or the board of managers or equivalent governing body of the condominium association or vertical subdivision, with respect to obligation hereunder affecting the Building and the (B) The Lease shall be automatically subject and subordinate to any such Declaration, but in the event of any conflict between the Declaration and this Lease, this Lease shall control. Tenant agrees, upon thirty (30) days written request of Landlord, to execute a document reasonably required or requested 25.28 Counterparts. This Lease may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same document. This Lease may also be executed in duplicate, each of which shall be deemed an original. Facsimile or email copies of signatures willl bel binding on the parties as if they were original signatures. The executed counterparts together shall be considered an original and shall be binding on the Parties. The Parties will cooperate in exchanging original (non- 25.29 Radon. Florida law requires thet following notice to be provided with respect to the contract for sale and purchase of any building, or a rental agreement for any building: "Radon is a naturally occurring radioactive gas that, when it has accumulated in al building in sufficient quantities, may present health risks top persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been foundi in buildingsi in Florida. Additional information regarding radon andr radon testing may be obtained  Lease to al Blocked Person.  proceeding.  RELIEF OR REMEDY.  reasonably requested by Landlord in connection with a Declaration.  Common Areas outside of the Premises; and  by Landlord to confirm the subordination of this Lease to the Declaration.  facsimile) signature pages with each other.  from your county health department."  SIGNATURE PAGE FOLLOWS  23  Packet Pg. 192    4.5.a  IN WITNESS WHEREOF, the parties hereto have entered into this Lease as oft the day and year  first above written.  "LANDLORD" company  BLOCK 55 ORG OWNER, LLC, a Florida limited liability  By: SG Manager, LLC, a Florida limited liability company, its Manager  By: Name: Title:  "TENANT"  Southeast Overtown/Park West Community Redevelopment. Agency  By: Name: Title:  24  Packet Pg. 193    4.6  SEOPW Board of Commissioners Meeting  October 24, 2024  SOUTHEAST OVERTOWNPARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER-OFFICE MEMORANDUM  To: Board Chair Christine King and Members of the CRA A  Date: October 17, 2024 File: 16828  Board  Subject: DISPOSITION OF PROPERTY Enclosures: File # 16828 - Exhibit A  From: James McQueen Executive Director  File # 16828 -Exhibit B  BACKGROUND: <Insert Info> JUSTIFICATION: <Insert Info> FUNDING: <Insert Info>  Packet Pg. 194    4.6  AGENDA ITEM  FINANCIAL INFORMATION FORM  SEOPW CRA  CRA Board Meeting Date: CRA Section:  October 24, 2024  Brief description of CRA Agenda Item: Project Number (if applicable):  YES, there are sufficient funds in Line Item:  Account Code:  Amount:  NO (Complete the following source of funds information):  Amount budgeted in the line item: Balance ini the line item: Amount needed in the line item: ACTION ACCOUNT NUMBER Project No./Index/Minot Object  $ $ $ TOTAL $ $ $ $  Sufficient funds will be transferred from the following line items:  From To From To  Comments Approved by:  Director 10/17/2024  Approval:  AE  MA Miguel A Valontin, Finarce Officer  11A  10/17/2024  Page 2 of5  Packet Pg. 195    4.6  Southeast Overtown/Park West Community Redevelopment Agency  File Type: CRA Resolution Enactment Number:  File Number: 16828  Final Action Date:  AF RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERIOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENTIS). AUTHORIZING THE EXECUTIVE DIRECTOR WITH THE PROSPECTIVE AUTHORITY TO NEGOTIATE AND EXECUTE A SUBLEASE AGREEMENT ("SUBLEASE") ON OR AFTER DECEMBER 7, 2024, IN SUBSTANTIALLY THE FORM ATTACHED AS EXHIBIT "A," FOR 1,000 SQUARE FEET OF COMMERCIAL SPACE FOR RETAIL USE ("PURPOSE"). AT 249 N.W. 6TH STREET, SUITE 108, MIAMI, FLORIDA, 33136, FOR WHICH TERMS MAY BE AMENDED BY THE EXECUTIVE DIRECTOR, ALL IN FORMS ACCEPTABLE TO COUNSEL, SUBJECT TO THE EXPIRATION OF THE 30-DAY NOTICE OF DISPOSITION OF PROPERTY AND REQUEST FOR PROPOSAL, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "B", PURSUANT TO FLORIDA STATUTES SECTION 163.380 3(A); PROVIDING FOR THE INCORPORATION OF RECITALS  AND AN EFFECTIVE DATE.  WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2018 Updated Southeast Overtown/Park West Community Redevelopment  Plan ("Plan" "); and  WHEREAS, Section 163.380, Florida Statutes authorizes the SEOPW CRA to "sell, lease, dispose of, or otherwise transfer real property or any interest therein" acquired within the Redevelopment Area "to any private person - and may enter into contracts with respect thereto for. . commercial... use(s]," in accordance with the Plan only after the approval by the SEOPW CRA Board of  Commissioners; and  WHEREAS, Section 163.380 3(a), Florida Statutes further requires the SEOPW CRA toj provide "public notice of such disposition by publication in a newspaper having a general circulation in the community, at least 30 days prior to the execution of any contract to. . [sub]lease. real property" and toi invite proposals from "private redevelopers or any persons interested" within thirty (30) days after the  date of publication; and  WHEREAS, Goal 2 of the Plan lists "creating viable commercial corridors within the Clommunity] Redevelopment) A[rea] through Public-Private Partnerships" as a stated redevelopment  goal; and  WHEREAS, Goal 4 of the Plan lists "targeting commercial . ventures that will provide life  sustainable jobs to residents.. "as as stated redevelopment goal; and  Page 3 of5  Packet Pg. 196    4.6  WHEREAS, Principle 4 of the Plan provides that a variety of employment options "should be located within the neighborhoods" and "made available to existing residents of Overtown" as a stated  guiding principle; and  WHEREAS, the SEOPW CRA is currently pursuing tenancy at 249 N.W. 6th Street, Miami, Florida 33136 ("Property"), and will have access to approximately 1,000 leasable square feet of WHEREAS, the SEOPW CRA wishes to negotiate and execute a sublease on the Premises, in substantially the form attached as Exhibit "A," on or after December 7th, 2024, for retail use at Unit 108 of the Property ("Purpose"), pursuant to. Florida Statute 163.380 (3)(a), subject to expiration oft the Public Notice and Request for Proposal No. 24-03, attached and incorporated herein as Exhibit "B"; and  commercial space within thel Property ("Premises"); and  WHEREAS, thel Board of Commissioners finds that authorizing this Resolution would further the WHEREAS, based on the recommendation and findings of the Executive Director, it is in the SEOPW CRA's best interest for the Board of Commissioners to prospectively authorize the Executive Director to sublease the Premises, and negotiate any and all documents necessary, on or after December 7th, 2024, for which terms may be amended by the Executive Director, all-in forms acceptable to Counsel,  EorwCRAsmdndpment goals and objectives; and  for the Purpose stated herein.  NOW, THEREFORE, BEITRESOLVED BY THE BOARD OFCOMMISSIONERS OFTHE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE  CITY OF MIAMI, FLORIDA: Section 1. Section 2.  The recitals and findings contained in the Preamble to this Resolution are The Board of Commissioners hereby grants the Executive Director with the  adopted by reference and incorporated herein as if fully set forth in this Section.  prospective authority to sublease the Premises, and negotiate and execute any and all documents necessary, on or after December 7th, 2024, for which terms may be amended by the Executive Director, all-in forms acceptable to Counsel, for the Purpose stated herein, subject to the expiration of Public Notice and Request for Proposal No. 24-03, attached and incorporated herein as Exhibit"B."  Section 3.  The Executive Director is authorized, without further Board approval, to  negotiate and execute the Sublease, on or after December 7th, 2024, substantially in the form attached as Exhibit "A," including any and all necessary documents to effectuate said sublease, all in forms  acceptable to Counsel. Section 4. Section 5.  The Executive Director shall bring back to the Board of Commissioners a report Sections of this Resolution may be renumbered or re-lettered and corrections of  regarding this matter within 30 days ofi its completion.  typographical errors which do not affect the intent may be authorized by the Executive Director, or the Executive Director's designee, without need of public hearing, by filing a corrected copy of the same with  the City Clerk.  Section 6.  This Resolution shall become effective immediately upon its adoption.  Page 4 of5  Packet Pg. 197    4.6  APPROVED AS TO FORM AND LEGAL SUFFICIENCY:  yaABpSarcons  10/17/2024  Page 5 of5  Packet Pg. 198    4.6.a  EXHIBIT "A"  SUBLEASE AGREEMENT Redevelopment  This Sublease Agreement is dated as of September. 2024, between Southeast Overtown/Park notice and mailing address of 819 NW 2nd Avenue, 3rd Floor, Miami, Florida 33136. Sublessee has a 1. Grant: Upon the terms and conditions set forth in this Sublease, Sublessor leases to Sublessee and Sublessee leases from Sublessor, the "Subleased Premises", located in Miami-Dade County, Florida witha  West  Community  Agency  ("Sublessor"),  and  (hereinafter referredi to as "Sublessee"). Sublessor has a  notice and mailing address of  street address of  Miami, Florida 33136.  The Subleased Premises consists of approximately  ofr rentable square feet.  Sublessor, Master Landlord, their agents, or authorized parties shall have the right (but shall not be obligated) to enter the Subleased Premises in any emergency at any time, and, at other reasonable times upon 24 hours prior written or verbal notice to Sublessee (except in an emergency), to inspect and/or examine the same and to make such repairs, replacements, and improvements as Sublessor or Master Landlord may deem necessary andi reasonably desirable to any portion of the Subleased Premised or which 2. Master Lease: Sublessee acknowledges that the Subleased Premises is subject to that certain Lease limited liability company ("Master Landlord"), as landlord, and Sublessor. This Sublease is expressly subject and subordinate to the Master Lease in all respects. Sublessee hereby acknowledges receipt of a trueand correct copy of the Master Lease, and Sublease agrees tol be! bound bya all of thet terms and conditions thereof. Sublessee: agrees and covenants to perform and comply with all of the covenants, terms, conditions andr restrictions contained ini thel Master Lease by the Sublessee thereunder, unless expressly excluded hereby and/or unless expressly modified herein, ins such a manner that no breach or default will be: suffered of any of theprovisions oft thel Master Lease. All capitalized terms not defined herein shall have the meaningsa ascribed  Sublessor or Master Landlord may elect to perform in the Subleased Premises.  (the "Master Lease") dated  2024, by and between BLOCK 55 ORG OWNER, LLC, al Florida  tot them int thel Master Lease.  3. Term: The term of this Sublease shall commence on 4. Rent: Sublessee shall pay Sublessor rent at the monthly rate of  2024 and shall expire on Dollars ($  202_  plus applicable taxes. A late fee of five percent (5%) of the rent due in any given month shall be charged and due if payment is not made within five (5) days after same becomes due and payable. Interest at the maximum rate allowed by law shall accrue and be payable on all sums due hereunder from and after the 5. As-Is: Sublessor makes no representations or warranties, express or implied, regarding the suitability of the Subleased Premises for Sublessee'si intended use. Sublessee acknowledges that ith has conductedi its own independent investigation of the Subleased Premises and accepts the Subleased Premises "AS-IS" without reliance upon any representation or statement by Sublessor, Master Landlord, or their agents, with respect tot the condition of the Premises or its fitness for Sublessee's! business or any particular purpose. 6. Use of Subleased Premises: Sublessee shall uset the Subleased Premises solely for for no other purpose without first obtaining the written consent of Sublessor and Master Landlord, which consent may be granted or withheld in Sublessor's: and/or Master Landlord's: sole discretion. Sublessee will  due date thereof until paid.  and  1  Packet Pg. 199    4.6.a  EXHIBIT "A"  not use or permit the use of the Subleased Premises or any part thereof for any unlawful purpose, or in violation of any ordinances, laws, rules or regulations of any governmental body. Sublessee shall not do or permit any act which would constitute aj public or private nuisance or waste or which would be a nuisance ora annoyance or cause damage to! Sublessor or which would invalidate any policies ofi insurance or increase 7. Improvements: Sublesseea acknowledges thatr neither Sublessor nor Master Landlord: shall ber responsible for the construction of any improvements on the Subleased Premises. Sublessee shall be solely responsible 8. Continuous Operation: Sublessee hereby acknowledges and agrees that Sublessee shall have an obligation to open and/or continuously operate from the Subleased Premises with the minimum hours as 9. Licenses: To the extent required, Sublessee shall be responsible for obtaining a certificate of use, occupational licenses, anda any other licenses or certificates required! by the approptalegovermental bodies 10. Insurance and Indemnification: Sublessee: shall, at Sublessee'se expense, obtain and keep int full force and effect during the term of the Sublease all insurance required by Master Landlord or Sublessor, including, but not limited to a general liability insurance policy with respect to the Subleased Premises and the business operated by Sublessee, which policy shall be issued by an insurer with a Best's Rating of at least A-VII and in which the limits of liability shall be not less than One Million Dollars ($1,000,000) per Neither Sublessee nor anyone claiming by, through, under or on behalf of Sublessee, shall have any claim, right of action, or right of subrogation against Sublessor and/or Master Landlord for or based upon any loss or damage caused by any casualty, including but not limited to fire or explosion, relating to the Subleased Premises or property therein. Notwithstandingi the preceding, such waiver of subrogation shall not be: self-operative, but rather shall only be effective upon the application by Sublessee andt the  the premiums thereof, now or hereafter written ont the Subleased Premises.  for all utility charges serving the Subleased Premises.  may be required by Master Landlord. too operate in the Subleased Premises.  occurrence and Two Million Dollars ($2,000,000) int the aggregate.  issuance of an appropriate endorsement to Sublessee's insurance policy(s).  Sublessee shall indemnify, defend and hold Sublessor and Master Landlord harmless from and against any and all claims costs, losses, expenses or liabilities (including attorneys' fees and disbursements incurred by Sublessor and/or Master Landlord in conducting an investigation and preparing for and conducting a defense) arising out of or related to (a) Sublessee's use or occupancy of the Subleased Premises or the conduct of its business or from any activity, work, neglect, fault, omission or thing done, permitted or suffered by Sublessee or by Sublessee's employees, contractors, agents, invitees, or licensees wherever and whenever occurring, including, without limitation, in or about the Subleased Premises, (b) anyi injury, loss, claims or damage occurringi in or about the Subleased Premises, or (c) any breach or default of this Sublease by Sublessee. If any action or proceeding is brought against Sublessor, Master Landlord (or any person or entity which Sublessor is required to defend or indemnify, by agreement or otherwise) by reason of any such claim, Sublessee, upon notice from Sublessor, shall defend the same at Sublessee's expense by counsel reasonably satisfactory to Sublessor. The obligations of Sublessee under this Article  shall survive the expiration or sooner termination of this Sublease. 11.Alterations: The provisions of the Master Lease shall govern.  12. Mechanic's, Materialmen's and Laborer's Liens: This Sublease expressly provides, pursuant to Section 713.10 Florida Statutes, that the interest of thel Master Landlord and/or Sublessor ini the Subleased Premises shall not be: subject to liens for improvements made by Sublessee. Sublessor shall have the right  2  Packet Pg. 200    4.6.a  EXHIBIT "A"  torecord this Sublease, or as short thereof, or anotice pursuant to Florida Statutes, Section 713.10(2), ini the Public Records of the county in which the Subleased Premises are located to assure that the interest of Master Landlord and Sublessor shall not be subject to any such lien. Sublessee shall not permit any mechanics' or materialmen's liens to stand against the Subleased Premises or the Property for any labor or material furnished Sublessee in connection with work of any character performed on the Subleased Premises by or at the direction of Sublessee. Sublessee's contractors, subcontractors, suppliers and materialmen (hereinafter collectively referred to as "Contractors"), will perform the work and/or furnish the required materials at the: sole cost of Sublessee and that no lien for labor, services or materials will be filed or claimed byt the Contractors against Landlord's interest ini the Subleased Premises or the property of 13. Assignment and Subletting: Subleasee covenants not to assign, transfer, mortgage, nor pledge this leasehold, or to sublet the Subleased Premises or any part thereof without the prior written consent of Sublessor and/or Master Landlord which consent may be given or withheld in Sublessor's and Master Landlord's sole and absolute discretion. Any transfer or change in beneficial ownership of Sublessee by 14. Rules and Regulations: Sublessee must comply with the Rules and Regulations applicable to the Buildingunder thel Master Lease. Sublessee also covenants tob bebound! by suchi further rules andregulations 15. Attorney's! Fees: Withr respect to any default, failure toy perform or any other dispute between Sublessee and Sublessor arising out oft this Sublease, the prevailing party shall be entitled tor recover all costs incurred, including reasonable attorney's fees, which shall include, but not be limited to, such fees incurred prior to institution of litigation or in litigation, including trial and appellate review, and in arbitration, bankruptcy 16. Default of Sublessee: Its shall be: a default under this Sublease ("Event of Default") if:  which the Subleased Premises are ap part.  operation of law or otherwise shall be deemed an assignment oft this Sublease. as may be made by Sublessor from time to time during this Sublease.  or other administrative or judicial proceeding.  (a) Sublessee fails to pay any installment of Rent or other sum due under this Sublease within three (b) Sublessee fails to observe or perform any other covenant or agreement of Sublessee contained int this Sublease (including, without limitation, the covenants and agreements incorporated from the Master Lease by reference) and such failure continues for more than ten (10) days after receipt of written notice 17.Sublessor's Remedies for Sublessee'sDefault: Upon the occurrence ofa anl Event of Default, Sublessor may terminate this Sublease and/or Sublessee's right top possession of the Subleased Premises at any time andr re-enter the Subleased! Premises. Ina addition, Sublessor may pursue any and all other remedies available at law or in equity or as otherwise set forth in the Master Lease. No course of dealing between Sublessor and Sublessee, or any delay on the part of Sublessor in exercising anyr rights Sublessor may! have under this Sublease, operates as a waiver of any of the rights of Sublessee hereunder nor does any waiver or prior default operate as a waiver of any subsequent default. In exercising its rights and remedies under this Sublease, Sublessor is entitled to recover from Sublessee all costs incurred, including, without limitation, 18. Subordination: This Sublease and the rights of the parties under this Sublease are subject and subordinate to the Master Lease. If the Master Lease is terminated for any reason, this Sublease shall automatically terminate as of the date of termination of the Master Lease and Sublessor shall have no liability to Sublessee as ar result of such termination. Sublessee additionally covenants that this Sublease is  (3) days of when due; or  given by or on! behalf of Sublessor.  reasonable attorneys' fees.  3  Packet Pg. 201    4.6.a  EXHIBIT "A"  and at all times shall be: subject and subordinate tot the lien of any mortgage or mortgages now existing, or which Sublessor, Master Landlord or any subsequent owner of the Building shall make, covering the Subleased Premises or the Building of which the Subleased Premises are ap part, andt to any and all advances made or tol be made under or upon said mortgage or mortgages, and tot the interest thereon. 19. Surrender at End of Term: At the expiration or earlier termination of this Sublease, Sublessee will surrender the Subleased Premises to Sublessor broom cleaned reasonable wear and tear excepted. 20. Modification: It is mutually covenanted and agreed between the parties that this Sublease constitutes the entire contract between the parties and no oral agreements or statements made by said parties or either of them, or their agents, before or after the execution of this Sublease, shall be binding upon the parties hereto. Nothing herein contained shall be deemed or construed to be a waiver on the part of Sublessor of any right or remedy in law or otherwise, which Sublessor may have become entitled to by reason of the 21. Notice: Any notices required or permitted to be given under this Sublease shall be given iny writing and shall be delivered (a) inj person, (b) by certified mail, return receipt requested, or (c) bya commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be  breach of any of Sublessee'sa agreements herein contained.  addressed as follows: Ifto Sublessor:  With ar required copy to:  Southeast Overtown/Park West Community Redevelopment Agency 819 NW: 2nd Avenue, 3rd Floor Miami, Florida 33136 Attn: Ifto Sublessee:  ] ] 1  Attention: [  or to: such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective only upon receipt (or refusal by the intended recipient to accept delivery). Any notice which is received on a Saturday, Sunday or a legal holiday, or after 5:00 p.m. prevailing local time 22. Timei is oft thel Essence: Time ise expressly made of the essence withr respect to each ande every provision 23. Rights: The rights of Sublessor under the foregoing shall be cumulative, and failure on the part of Sublessor to exercisey promptly anyrights given thereunder shall not operate toi forfeit any of thes saidrights. 24. Terms: Every term of this agreement shall be deemed and construed to be of the essence thereof, and any breach shall be deemed and construed to be of the very substance of this agreement, and Sublessee hereby consents to the issuance of an injunction by any court of competent jurisdiction restraining any threatened breach or any continuing breach of any covenants imposed upon Sublessee herein and hereby. Said rights ofi injunction shall be cumulative toi the other remedies mentioned herein and given by law. 25. Execution: It is mutually agreed that this Sublease cannot be changed, altered, modified, or extended,  at the place ofr receipt, shall be deemed received on the next business day.  oft this Sublease.  except in writing signed by Sublessor'sa and Sublessee's duly authorized agents.  4  Packet Pg. 202    4.6.a  EXHIBIT "A"  26. Waiver: Iti is mutually covenanted and agreed between the parties hereto that the failure of Sublessor to insist upon the strict performance of any of the conditions, covenants, terms, or provisions of this Sublease, or to exercise any option herein conferred, shall not be considered or construed as waiving or relinquishingt for thet future anys such conditions, covenants, terms, provisions, or options, but the same shall continue and remain in full force and effect. The receipt of anys sum paid by Sublessee to Sublessor after breach of any condition, covenant, term, or provision herein contained shall not be deemed as waiver of such breach, but shall be taken, considered, and construed as payment for use and occupation and not as 27. Sublessee Risk: Sublessee agrees that all personal property brought into the Subleased Premises by Sublessee, its employees, guests, invitees and licensees shall be: at thes soler risk of Sublessee. Sublessor shall not be liable for theft thereof, or of any money deposited therein or for any damages thereto, such theft or 28. Broker Commission. Sublessee has not had any conversations or negotiations with any broker concerning the leasing of the Subleased Premises. Sublessee shall indemnify Sublessor against and from any claims for any brokerage commissions and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys' fees and expenses, for any breach by itd of thet foregoing 29. Radon: Pursuant to Paragraph 404.056(8), Florida Statutes, Sublessor is required to disclose the following: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed Federal and State guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 30. WAIVER OF. JURY TRIAL: THE PARTIES HERETOI HEREBYS SEVERALLY, VOLUNTARILY, KNOWINGLY. AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY. JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER OR IN CONNECTION WITH THIS SUBLEASE, REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR TORTIOUS OR OTHER CLAIM. THE PARTIES HERETO ACKNOWLEDGE THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO THE PARTIES HERETO IN ENTERING INTO THIS SUBLEASE THAT THE PARTIES HERETO WOULD NOT HAVE ENTERED INTO THIS SUBLEASE WITHOUT THIS JURY TRIAL WAIVER, AND THAT EACH OF THEM HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY REGARDING THIS SUBLEASE AND  rent, unless such breach: shall be expressly waived inv writing by Sublessor.  damage being the sole responsibility of Sublessee.  representation.  UNDERSTANDS THE LEGAL EFFECT OF THIS. JURY TRIAL WAIVER.  SIGNATURES ON FOLLOWING PAGES]  5  Packet Pg. 203    4.6.a  EXHIBIT "A"  IN WITNESS WHEREOF, the parties heretol have executed this agreement inc duplicate the day and year  first written above.  SUBLESSOR: Southeast By: Name: Title: SUBLESSEE:  Overtown/Park  West  Community Redevelopment Agency  By: Name: Title:  6  Packet Pg. 204    4.6.a  EXHIBIT "A"  EXHIBIT "A" FLOORI PLAN  7  Packet Pg. 205    4.6.b  EXHIBIT "B"  PUBLIC NOTICE RFP NO: 24-03 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY NOTICE OF DISPOSITION. AND REQUEST FOR PROPOSALS - 249 N.W. 6th Street, Suite 108, Miami, Florida 33136 The Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") pursuant to Florida Statute 163.380(3)(a), is declaring itsi intent to dispose ofi itsi interest in property leased by the SEOPW CRAI located at 249 N.W. 6th Street, Suite 108, Miami, Florida 33136. The SEOPW CRA may sell, lease, or otherwise transfer its interest in property for uses in accordance with the 2018 Updated Southeast Overtown/Park West Community Redevelopment Plan ("Redevelopment Plan"). The SEOPW CRA is seeking proposals from small business retailers of urban wear, or any persons interested in undertaking the SEOPW CRA's interesti int the property for usei in accordance with the Completed responses must be delivered to the City of Miami City Clerk's Office, 3500 Pan American Drive, Miami, Florida: 33133 nol latert than 11:00am on November 6", 2024. Any! Responses received after the above date and time or delivered to a different address or location will not be The Redevelopment Plan may be obtained from the SEOPW CRA office at8 8191 N.W.: 2nd Ave, 3rd Floor, Miami, Florida 33136, or from the SEOPW CRA webpage at: EMCNSSACMARONNX RFP documents may be obtained on or after October 7", 2024, from the SEOPW CRA office at 819 N.W. 2nd Ave, 3rd Floor, Miami, Florida 33136, or from the SEOPW CRA webpage The SEOPW CRAI reserves the rightt to accept any responses deemed to bei in thel besti interest of the SEOPW CRA, tov waive any minor irregularities, omissions, and/ort technicalities ina any responses, or to reject any or all responses and to re-advertise for new responses as deemed necessary by the For more information, please contact the SEOPW CRA office at (305) 679-6800.  Redevelopment Plan. considered. pages/detaut.htm.  at: nttp:/www.mamicra.com/seOpwCra/pages/procurement.ntm.  SEOPW CRA without notice.  Ad No. 43596  Packet Pg. 206    4.7  SEOPW Board of Commissioners Meeting  October 24, 2024  SOUTHEAST OVERTOWNPARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER-OFFICE MEMORANDUM  To: Board Chair Christine King and Members of the CRA p  Date: October 17, 2024 File: 16829  Board  Subject: Approve: Series 2024 Bonds to be  issued by the Southeast Overtown/Park West Community Redevelopment  From: James McQueen Executive Director  Enclosures:  A Resolution of the Board of Commissioners ("Board") of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA"), with attachment(s), authorizing the Executive Director to enter into a Bond Purchase Agreement with Siebert Williams Shank & Co., LLC (the "Underwriter"), substantially in the form of the Bond Purchase Agreement, where the SEOPW CRA will issue Tax Increment Revenue Bonds, Series 2024, in one or more series (the "Series 2024 Bonds"), in an aggregate principal amount not to exceed One Hundred Fifty Million Dollars and Zero Cents 5150,000,000.00) to finance various community redevelopment grants and rehabilitation projects within the SEOPW CRA are established by an Interlocal Cooperation Agreement dated March 31, 1983 The Series 2024 Bonds are secured solely by a lien on and pledge of tax increment revenues paid into the east Overtown/Park West Community Redevelopment Trust Fund, established by Ordinance No. 82-115, enacted by the Board of County Commissioners of Miami-Dade County, Florida on December 21, 1982, Ordinance No. 9590, enacted by the City Commissioners of the City of Miami, Florida on April 6, 1983 and Ordinance No. 10018 enacted by the City Commissioners of the City of Miami, Florida on July 18, The exact terms of the Series 2024 Bonds, and the interest rate will be determined by the Executive Director upon the advice of the Bond Counsel retained by the SEOPW CRA to advise the SEOPW CRA 1. The amount of the Series 2024 Bonds not exceeding $150,000,000 in aggregate principal amount. 2. An underwriting discount (including management fee and all expenses) not in excess of $3.50 per 3. A true interest cost of not more than 5.50% per annum, with respect to the Series 2024 Bonds.  ("Purpose").  1985.  inc connection with the Series 2024 Bonds, subject to the following parameters:  bond.  4. The final maturity date will be not later than March 1, 2042.  Packet Pg. 207    4.7  The Series 2024 Bonds will be issued consistent with the Bond Purchase Agreement and the various resolutions previously adopted by the Board of SEOPW CRA. This Resolution authorizes the Executive Director to execute and deliver all documents required in connection with the issuance oft the Series 2024 Bonds, agreements or certificates relating to the Series 2024 Bonds, in substantially the attached form:  1. 2024 Redevelopment Projects 2. Bond Purchase. Agreement 3. Preliminary Official Statement 4. Continuing Disclosure Agreement 5. Escrow Deposit Agreement  All of the foregoing documents have been extensively reviewed on behalf of the SEOPW CRA by its Financial Advisor, PFM Financial Advisors, LLC, its Bond Counsel, Bryant Miller Olive P.A., and its Itis recommended that the Board of the SEOPW CRA approve and adopt the attached Resolution, authorizing the Executive Director pursuant to the Resolution to execute all the documents required to consummate the transaction contemplated by the anticipated bond documents, subject to the sale of the Series 2024 Bonds being consistent with thej parameters outlined herein andi in the attached Resolution.  Disclosure Counsel.  FUNDING:  $150,000,000.00 secured by the pledge of tax increment revenues, with no back stop by the SEOPW  CRA, the City or County.  Page 2 of28  Packet Pg. 208    4.7  AGENDA ITEM  FINANCIAL INFORMATION FORM  SEOPW CRA  CRA Board Meeting Date: CRA Section:  October 24, 2024  Brief description of CRA Agenda Item: Project Number (if applicable):  YES, there are sufficient funds in Line Item:  Account Code:  Amount:  NO (Complete the following source of funds information):  Amount budgeted in the line item: Balance ini the line item: Amount needed in the line item: ACTION ACCOUNT NUMBER PropciNo/IndexMinot: Object  $ $ $ TOTAL $ $ $ $  Sufficient funds will be transferred from the following line items:  From To From To  Comments: Approved by:  Director 10/17/2024    Approval:  14 - Officer  10/17/2024  AMl  Page 3of28  Packet Pg. 209    4.7  Southeast Overtown/Park West Community Redevelopment Agency  File Type: CRA Resolution Enactment Number:  File Number: 16829  Final Action Date:  ARESOLUTION OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY PROVIDING FOR THE ISSUANCE OF TAX INCREMENT REVENUE BONDS OF THE AGENCY TO FINANCE OR REFINANCE THE ACQUISITION AND CONSTRUCTION OF COMMUNITY REDEVELOPMENT PROJECTS IN THE REDEVELOPMENT AREA OF SUCH AGENCY; PROVIDING FOR THE PAYMENT AND SECURITY THEREOF; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING FOR AND AUTHORIZING THE ISSUANCE OF ITS TAX INCREMENT REVENUE BONDS, SERIES 2024 IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $150,000,000, TO BE ISSUED IN ONE OR MORE SERIES, FOR THE PURPOSE OF FINANCING CERTAIN GRANTS TO BE USED FOR THE CONSTRUCTION OR REHABILITATION OF AFFORDABLE HOUSING, FINANCING THE CONSTRUCTION OF OTHER CAPITAL IMPROVEMENTS IN THE REDEVELOPMENT AREA, AND REFINANCING CERTAIN OUTSTANDING OBLIGATIONS; DELEGATING THE AWARD OF THE SALE OF THE SERIES 2024 BONDS TO THE EXECUTIVE DIRECTOR; PROVIDING FOR SECURITY FOR THE HOLDERS OF SUCH SERIES 2024 BONDS; APPROVING THE FORM OF A PRELIMINARY OFFICIAL STATEMENT AND DELEGATING TO THE EXECUTIVE DIRECTOR THE AUTHORITY TO DEEM FINAL FOR CERTAIN PURPOSES AND APPROVE THE USE OF AND DISTRIBUTION OF THE PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT WITH RESPECT TO THE SERIES 2024 BONDS; APPOINTING A REGISTRAR, PAYING AGENT AND FISCAL AGENT; APPOINTING AN ESCROW AGENT; APPOINTING A VERIFICATION AGENT; PROVIDING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE THEREOF; PROVIDING CERTAIN OTHER DETAILS WITH RESPECT THERETO; PROVIDING FOR SEVERABILITY; AND PROVIDING AN  EFFECTIVE DATE.  WHEREAS, pursuant to Part III, Chapter 163, Florida Statutes (the Redevelopment Act"), there was created by actions of Miami-Dade County, Florida (the "County") and the City of Miami, Florida (the "City") the Southeast Overtown/Park West Community Redevelopment  Agency (the "Agency") within thel limits of the City; and  WHEREAS, the Board of County Commissioners of the County (the "County Commission") and the City Commission of the City (the "City Commission") have held all public hearings and have accomplished all actions required to be taken under the Redevelopment Act in order to (i) designate the site of the Projects as a slum or blighted area  Page 4of28  Packet Pg. 210    4.7  under the Redevelopment Act (ii) adopt the community redevelopment plan for the site of the Projects, and (ii) create the hereinafter described Redevelopment Trust Fund; and  WHEREAS, the City and the County entered into an Interlocal Cooperation Agreement dated March 31, 1983, as amended, including, without limitation, by Amendments to Interlocal Cooperation Agreement dated November 15, 1990, as further amended by Amendment to 1983 Interlocal Cooperation Agreement dated January 22, 20101 between the City, the County and the Agency (collectively, the Interlocal Agreement"), which provided for the exercise of redevelopment powers by the City in the redevelopment area of the Agency (the Redevelopment Area"), the implementation of the community redevelopment plan for the Redevelopment Area (as modified from time to time, the Redevelopment Plan"), the delegation by the County to the City of certain powers, and the use of tax increment financing  toj pay the costs of the implementation of the Redevelopment Plan; and  WHEREAS, pursuant to the Interlocal Agreement there was established in accordance with Ordinance No. 82-115 enacted by the County Commission on December 21, 1982 ("Ordinance No. 82-115"), Ordinance No. 9590 enacted by the City Commission on April 6, 1983 and Ordinance No. 10018 enacted by the City Commission on July 18, 1985, the Southeast Overtown/Park West Community Redevelopment Trust Fund (the Redevelopment Trust  Fund"); and  WHEREAS, pursuant to Section 4 of Ordinance No. 82-115, beginning with the twentieth year after the date of sale of the initial bonding or indebtedness and in every year thereafter, the County's annual appropriation of tax increment revenues to the Redevelopment Trust Fund shall not exceed the amount which is deposited in the nineteenth year; and  WHEREAS, pursuant to an Interlocal Agreement dated August 6, 2007 among the Children's Trust District, the Agency, the OMNI CRA (as defined herein) and the City (the "Children's Trust Fund Interlocal Agreement"), the Agency agreed that the Children's Tax Increment Revenues (as defined herein) would be used for debt service on, and other obligations relating to, existing debts of the. Agency only after all other available Tax Increment  Revenues have been exhausted for such purpose; and  WHEREAS, because the Series 2024 Bonds issued hereunder will bei issued after the date of the Children's Trust Fund Interlocal Agreement, the Children's' Tax Increment Revenues shall  bee excluded from thel Pledged Tax Increment Revenues described herein; and  WHEREAS, pursuant to Section 5.e of the Interlocal Agreement dated December 31, 2007 among the Agency, the City, the County and the OMNI CRA, as amended (the "2007 Interlocal Agreement"), for fiscal year 2017 through 2030, the Agency may not budget in excess of 50% of the tax increment revenues collected from certain projects described in the 2007 Interlocal Agreement and must return 45% of tax increment revenues collected from such projects to the taxing authorities which paid such revenues into the Redevelopment Trust Fund, however the City has agreed to return its portion back to the Agency for the development of affordable housing by the Agency (the "2007 Interlocal Agreement TIF Revenues");and  Page 5 of28  Packet Pg. 211    4.7  WHEREAS, the 2007 Interlocal Agreement TIF Revenues shall be excluded from the WHEREAS, pursuant to the Gran Central Loan Agreement dated January 20, 1998 between the City and Gran Central Corporation (the "Gran Central Loan Agreement"), the City has agreed to utilize Tax Increment Revenues generated from the Designated Area (as herein defined) (the "Gran Central Designated Area TIF Revenues") for certain obligations described therein and that do not include debt service on the Series 2024 Bonds (hereinafter defined); and WHEREAS, the Gran Central Designated Area TIF Revenues shall be excluded from the WHEREAS, pursuant to an Interlocal Cooperation Agreement dated March 1, 2000 among the City, the Agency and the OMNI CRA (the "2000 Interlocal Agreement"), it was agreed that the City, at the request of the Agency, shall be the fiduciary for the Agency and the Agency was designated as the exclusive party responsible for the planning, development, program management, technical assistance, coordination, project administration, monitoring and other services required for the completion of the projects within the Redevelopment Area of  Pledged Tax Increment Revenues described herein; and  Pledged Tax Increment Revenues described herein; and  the Agency; and  WHEREAS, the Agency has requested in accordance with the 2000 Interlocal Agreement WHEREAS, pursuant to the Interlocal Agreement between the Agency, the City and the South Florida Regional Transportation Agency dated November 8, 2016 (the "SFRTA Interlocal Agreement"), the City is expected to issue City Debt secured by Tax Increment Revenues generated in the Redevelopment Area (or such other security agreed to by the City and the  that the City serve as the fiduciary to the Agency; ;and  Agency), upon the occurrence of certain conditions; and  WHEREAS, the City Debt may be paid from the proceeds of the Series 2024 Bonds; and WHEREAS, the Agency has agreed to utilize Tax Increment Revenues generated from certain designated areas for certain obligations described herein and such Tax Increment  Revenues will not be available for debt service on the Series 2024 Bonds; and  WHEREAS, the Agency desires to issue its Tax Increment Revenue Bonds, Series 2024 (the "Series 2024 Bonds") to finance the construction of the 2024 Redevelopment Projects which undertaking may be accomplished through grants to for-profit and/or not-for-profit businesses, to refund all or a portion of the outstanding Series 2014 Bonds, to fund reserves for the Series 2024 Bonds, to pay the City Obligation, if required, and to pay costs of issuance of the Series  2024 Bonds.  NOW, THEREFORE, BE IT RESOLVED BY THE SOUTHEAST OVERTOWN/PARK  WEST COMMUNITYREDEVELOPMENT AGENCY, that:  Page 6 of28  Packet Pg. 212    4.7  SECTION1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the Constitution of the State of Florida, the Redevelopment Act, the Interlocal  Agreement, the Master Resolution, and other applicable provisions ofl law.  SECTION2. DEFINITIONS. All capitalized undefined terms shall have the same meaning as set forth in the Master Resolution. Capitalized terms in the WHEREAS clauses shall have the meanings used therein, and unless the context otherwise requires, terms used herein  shall have the meanings specified below:  'Additional Bonds" means additional obligations issued in compliance with the terms, conditions and limitations contained herein which will have an equal lien on the Pledged Revenues with the Series 2024 Bonds and the Series 2014 Bonds, to the extent provided herein. "Agency" means the Southeast Overtown/Park West Community Redevelopment Agency and any governmental entity as successor thereto that assumed the duties of the  Agency hereunder.  "Bond Counsel" means Bryant Miller Olive P.A., Bond Counsel, or any other counsel designated by the Agency and experienced in matters relating to the validity of and exclusion from federal income taxation ofi interest on, obligations of states and their political subdivisions. "Bond Purchase Agreement" means the Bond Purchase Agreement between the. Agency and the Underwriter in connection with the sale of the Series 2024 Bonds and dated the date of  sale of the Series 2024 Bonds.  "Bond Year" means the annual period beginning on the second day of March of each "Bonds" means (i) the unrefunded portion of the Series 2014 Bonds, (ii) the Series 2024 Bonds, and (ii) any Additional Bonds issued pursuant to Article X of Master Resolution. Bondholder, : Registered Owner," "Holder" and "Owner" mean the registered owner "Business Day" means any day other than () a Saturday or Sunday, (ii) any day on which the offices of the Agency, Paying Agent, Bond Insurer or Registrar are closed, or (ii) any day on which banking institutions are authorized or required by law, executive order or  year and ending on the first day of March oft the following) year.  (or its authorized representative) of a Bond.  governmental decree tol be closed in the City of New York or the State. unavailability ori inability to perform, the Vice Chairman of the Agency.  "Chairwoman" means the Chairwoman of the Agency, or in her absence or "Children's Trust Fund Interlocal Agreement" means the Interlocal Agreement dated August 6, 2007 among the Children's Trust District, the Agency, the OMNI CRA and the City.  Page 7 of28  Packet Pg. 213    4.7  "Children's Tax Increment Revenues" means the portion of the Tax Increment Revenues derived from the imposition of a half-mil tax levied by the Children's Trust District against real  property located within the Redevelopment Area.  "Children's Trust District" means The Children's Trust, Miami-Dade County, an independent special taxing district created by Miami-Dade County pursuant to Section 125.901,  Florida Statutes.  "City" means the City of Miami, Florida.  "City Debt" means the (i) City of Miami, Florida Special Obligation Non-Ad Valorem Revenue Bonds to be issued by the City pursuant to the SFRTA Interlocal Agreement, or (ii) a loan from the City to the Agency for payment of the obligations under the SFRTA Interlocal  Agreement.  "City Obligation" means the debt service payable to the City secured by Tax Increment Revenues (or such other security agreed tol by the City and the Agency) for the payment of the  City Debt.  "City Commission" means the City Commission of the City of Miami.  "Code" means the Internal Revenue Code of 1986, as amended, and applicable corresponding provisions of any future laws of the United States of America relating to federal income taxation, and except as otherwise provided herein or required by the context thereof, includes interpretations thereof contained or set forth in the applicable regulations of the Department of Treasury (including applicable final regulations, temporary regulations and proposed regulations), the applicable rulings of the Internal Revenue Service (including published Revenue Rulings and private letter rulings), and applicable court rulings.  "County" means Miami-Dade County, Florida.  "County Commission" means the Board of County Commissioners of the County. "Designated Portion of the Redevelopment Area" means the area generally bounded by the Metrorail on the west, Northwest First Street on the south, Miami Avenue on the east, and Northwest Fifth Street on the north, which was added to the Redevelopment Area by  Resolution No. R-63-86 adopted by the County on January 21, 1986.  "Downtown Retail TIF Obligation" means the obligation of the Agency pursuant to the Block 551 Development Agreement dated as of October 1, 2018, as amended, by and between the Agency and Downtown Retail Associates LLC (the "Downtown Developer"), to make payments to the Downtown Developer equal to 70% of the tax incremental tax revenues received by the Agency with respect to the improvements on the property minus certain  deductions.  Page 8 of28  Packet Pg. 214    4.7  "DTC" means The Depository Trust Company, New York, New York, and its successors "Escrow Agent" means. Regions Bank, Jacksonville, Florida and its successors or assigns. "Escrow Deposit Agreement" means the escrow deposit agreement between the Agency "Executive Director" means the officer of the Agency who is performing the duties of "Finance Officer" means the Finance Officer of the Agency whoi is performing the duties Financial Advisor" means PFM: Financial Advisors, LLC, or any other financial advisor designated by the Agency and qualified to provide financial advisory services to governmental  and assigns.  and the Escrow Agent.  the Executive Director of the Agency.  and functions of a finance officer for the. Agency.  entities.  "Gibson Park Obligation" means the obligation of the Agency to pay to the City "Gran Central Designated Area TIF Revenues" means the portion of the Tax Increment Revenues generated from the Designated Portion of the Redevelopment Area and deposited into the Redevelopment Trust Fund and obligated by the City tol be used to repay the obligation  amounts relating to the Gibson Park improvements.  of the City under the Gran Central Loan Agreement, if any.  "Gran Central Loan Agreement" means the Gran Central Loan Agreement dated January 20, 19981 between the City and Gran Central Corporation, a Florida Corporation. "Grand Central TIF Obligation" means the obligation of the Agency pursuant to the First Amended and Restated Covenant dated as of February 1, 2021 by and between the Agency and Grand Central Holdings, LLC (the "Grand Central Developer"), to make payments to the Grand Central Developer equal to 65% of the tax incremental tax revenues received by the Agency with respect to the improvements on the property minus certain deductions. "Master Resolution" means Resolution No. CRA-R-12-0061 adopted on September 17, 2012, as amended and supplemented from time to time, authorizing the issuance of Bonds. "Miami World Center TIF Obligation" means the obligation of the. Agency pursuant to the Amended and Restated Miami WorldCenter Economic Incentive Agreement dated as of February 21, 2017 among the Agency, Miami First, LLC, Miami Third, LLC, Miami Fourth, LLC, Miami A/I, LLC, Block GI PhaseILLC, Block GI Phase 2 LLC and Tower 2, LLC (collectively, the WorldCenter Developers"), to make payments to the WorldCenter Developers equal to 57% of the tax incremental tax revenues received by the Agency with respect to the improvements on  the property minus certain deductions.  Page 9 of28  Packet Pg. 215    4.7  "Modified Pledged Tax Increment Revenues" means the Pledged Tax Increment Revenues received by the. Agency in the immediately preceding Fiscal Year, modified to reflect the Pledged Tax Increment Revenues which the Agency would have received in such Fiscal Year (a) if (i) the total assessed valuation of thet taxable real property in the Redevelopment Area used to determine the amount of Pledged Tax Increment Revenues to be received by the Agency in such Fiscal Year had been equal to the total assessed valuation of the taxable real property in the Redevelopment Area determined in the most recent Property Assessment Certification of the County Property Appraiser, or the total assessed valuation of such taxable real property after the final determination of all property assessment appeals to the property appraisal assessment board appointed under Florida law, whichever is most recent; and (ii) the millage rates of the taxing authorities contributing to the Redevelopment Trust Fund used to determine the amount of the Pledged Tax Increment Revenues to be received by the Agency in such Fiscal Year had such millage rates been reduced or rolled-back, in accordance with applicable law then in effect, to reflect the increase in the assessed valuation of the taxable real property in the Redevelopment Area set forth in clause (i) above, or the actual millage rates adopted by such taxing authorities subsequent to the most recent Property Assessment Certification referred to above, if then available; provided, however, that such Pledged Tax Increment Revenues determined in accordance with clause (i) and (ii) above shall be pro-rated for a partial year assessment, if applicable, and (b) with respect to the amount of the Pledged Tax Increment Revenues received by the Agency in each Fiscal Year prior to Fiscal Year 2017, assuming that the provisions of 5.e of the 2007 Interlocal Agreement were then in effect (Section 5.e of the 2007 Interlocal Agreement provides that for Fiscal Years 2017 through 2030, the Agency may not budget in excess of 50% of the tax increment revenues collected from certain projects described in the 2007 Interlocal Agreement and must return 45% of the tax increment revenues collected from such projects to the taxing authorities which paid such revenues into the Redevelopment Trust Fund as provided therein, however the City has agreed to return its portion back to the Agency for the development of attordable housing by the Agency (the "2007 Interlocal Agreement TIF Revenues"), thereby resulting in a reduction in the amount of the Pledged Tax Increment Revenues received by the Agency in each such Fiscal Year in an amount equal to the assumed 2007 Interlocal Agreement TIF Revenues for such Fiscal Year.  "OMNI CRA" means the Community Redevelopment Agency for the Omni Community Redevelopment District, as amended, created pursuant to Resolution No. 86-868 of the City and  Ordinance No. 87-47 of the County.  "Parity Obligations" means obligations of the Agency, other than Bonds, and other obligations issued or incurred as permitted hereunder and secured by al lien on the Pledged Tax Increment Revenues on parity with thel lien thereon securing the Bonds as provided herein.  "Paying Agent" means Regions Bank, Jacksonville, Florida and its successors and "Person" means an individual, a corporation, a partnership, an association, a joint stock  assigns.  company, ai trust, any unincorporated organization or governmental entity.  Page 10of28  Packet Pg. 216    4.7  "Pledged Revenues" means Pledged Tax Increment Revenues and amounts held in the funds and accounts established by this Resolution, except that (i) amounts held in the Rebate Account shall be used solely for the purposes provided in this Resolution and (ii) amounts in the subaccounts in the Reserve Account and Construction Fund shall secure only the Series of  Bonds for which it was established in accordance with the provisions hereof.  "Pledged Tax Increment Revenues" means Tax Increment Revenues, excluding for all purposes the 2007 Interlocal Agreement TIF Revenues, the Gran Central Designated Area TIF Revenues, the Children's Tax Increment Revenues, the Miami World Center TIF Obligation, Downtown Retail Obligation, the Grand Central TIF Obligation, the City Obligation, the Gibson Park Obligation, and those revenues specifically excluded in the Redevelopment Act, all as more particularly set forth in Section 7.01 of the Master Resolution; provided, however, that the tax increment revenues generated within any additional areas designated to be included within the Redevelopment Area of the Agency and designated by the County and City to be slum or blighted areas within the meaning of the kedevelopment Act shall not constitute Pledged Tax Increment Revenues hereunder and shall not be subject to the pledge and lien created by this Resolution, unless (a) the Redevelopment Plan is amended toi include such additional areas, and tax increment revenues generated within such additional areas are: required under the. Act to be deposited in the Redevelopment Trust Fund and (b) this Resolution is supplemented to expressly pledge the Tax Increment Revenues generated within such additional areas to the  payment of the Bonds.  Redevelopment Act" means the Community Redevelopment Act of 1969, Chapter 163, Redevelopment Trust Fund" means the Southeast Overtown/Park West Community Redevelopment Trust Fund authorized by the Interlocal Agreement and established by Ordinance No. 82-115, enacted by the County Commissioners on December 21, 1982, Ordinance No. 9590, enacted by the City Commission on April 6, 1983 and Ordinance No. 10018 enacted by the City Commission on July 18, 1985, into which Tax Increment Revenues are deposited for  Part III, Florida Statutes, as amended.  repayment of debt service on thel Bonds and authorized uses.  "Refunded Bonds" means all or a portion of the Agency's outstanding Tax Increment "Registrar" means Regions Bank, Jacksonville, Florida and its successors and assigns. "Reserve Requirement" means, with respect to the Composite Reserve Subaccount, the Composite. Reserve Requirement and with respect to each Series of Bonds issued hereunder that isn not secured by the Composite Reserve Subaccount, the amount of money, if any, or available amount of a Reserve Product, if any, or a combination thereof, required by Supplemental Resolution adopted or otherwise designated by the Agency prior to the issuance of such Series of Bonds to be maintained in the subaccount in the Reserve. Account with respect to such Series  Revenue Bonds, Series 2014A.  of Bonds pursuant to Section 131 hereof.  Page 11 of28  Packet Pg. 217    4.7  "Series 2014 Bonds" means any unrefunded portion of the Agency's Tax Increment "Series 2024 Bonds" means the Agency's Tax Increment Revenue Bonds, Series 2024  Revenue Bonds, Series 2014A.  authorized tol bei issued herein, in one or more series. "State" means the State of Florida.  "Tax Increment Revenue Bond Fund" means the fund created pursuant to Section 7.02 "Tax Increment Revenues" means the moneys deposited into the Redevelopment Trust Fund (including all amounts on deposit therein on the date of delivery of the Series 2024 Bonds) as required by Section 163.387, Florida Statutes, annually by taxing authorities levying ad  of the Master Resolution.  valorem taxes in the kedevelopment Area.  "2000 Interlocal Agreement" means the Interlocal Cooperation Agreement dated March "2007 Interlocal Agreement" means the Interlocal Agreement dated December 31, 2007, "2007 Interlocal Agreement TIF Revenues" shall have the meaning given in the "2024 Redevelopment Projects" means the Projects within the Redevelopment Area more particularly described on Exhibit "A"a attached, in each case tol be financed in whole or in  1, 2000 among the City, the Agency and the OMNI CRA. among the City, the County and the OMNI CRA.  WHEREAS clauses herein.  part with proceeds of the Series 2024 Bonds.  "Underwriter" means Siebert Williams Shank & Co., LLC.  SECTION3. FINDINGS. It is hereby ascertained, determined and declared that: The findings, declaration and determinations made by the City Commission and the County Commission defining the Redevelopment Area and approving the Redevelopment Plan are hereby adopted as findings, declarations and determinations of  the. Agency and are: incorporated herein by reference.  The Pledged Tax Increment Revenues are not currently pledged or encumbered in any manner, except to the payment of the Series 2014 Bonds and the Refunded Bonds. The existence of the slum and blighted areas in the Redevelopment Area and the shortage of affordable housing therein directly adversely affect the health, safety and  welfare of the citizens and taxpayers therein and in the County.  Page 12of28  Packet Pg. 218    4.7  The deterioration and blight in the Redevelopment Area and the shortage of affordable housing are such that they cannot be remedied without intervention by the  Agency toj provide economic incentives to encourage redevelopment.  Itis necessary to provide economic incentives to not-for-profit businesses and/or to private for-profit businesses through grants of land and/ or money, which at the discretion of the Agency or its agent, may or may not be forgiven, to be applied to the 2024 Redevelopment Projects, in order to encourage the development of affordable housing and economic development in the Redevelopment Area through the  construction of the 2024 Redevelopment Projects.  The 2024 Redevelopment Projects will provide a substantial benefit to the citizens in the Redevelopment Area and the County and will serve a paramount public purpose with only incidental benefits accruing to the private developers receiving the grants of money to be applied to the 2024 Redevelopment Projects and to the affordable housing project tol bei included as part of the 2024 Redevelopment Projects.  The rehabilitation and redevelopment of the Redevelopment Area is necessary and in the interest of the public health, safety, morals and welfare of the citizens within the Redevelopment Area and the County and in order to carry out such rehabilitation and redevelopment it is necessary and appropriate for the Agency to finance the 2024  Redevelopment Projects.  Itisn necessary and in the best interests of the. Agency to undertake or cause to be undertaken, the 2024 Redevelopment Projects and to issue the Series 2024 Bonds to finance the 2024 Redevelopment Projects, directly or through the issuance of grants to for-profit or not-for- profit businesses, to fund reserves for the Series 2024 Bonds, to refund the Refunded Bonds, to pay the City Obligation, if required, and to pay or  reimburse the. Agency for Costs of the 2024 kedevelopment Projects.  The Agency is authorized under the Redevelopment Act to issue the Series 2024 Bonds to finance the undertaking of the 2024 Redevelopment Projects, to fund reserves for the Series 2024 Bonds, refund the Refunded Bonds, to pay the City Obligation, if required, and to pay or reimburse the Agency for Costs of the 2024 Redevelopment  Projects.  The 2024 Redevelopment Projects are undertakings of community The Series 2024 Bonds authorized and issued hereunder and under the Master Resolution shall be issued consistent with "community redevelopment" projects as  redevelopment as described in the Redevelopment Act.  defined in the Redevelopment Act.  The estimated Pledged Revenues will be sufficient to pay the principal of and interest on the Series 2024 Bonds, as the same become due, and all other payments  provided for in this Resolution.  Page 13of28  Packet Pg. 219    4.7  The principal of and interest on the Bonds to be issued pursuant to this Resolution and all other payments provided for in this Resolution will be secured solely by a pledge of, and will be payable from the Pledged Revenues, which the Agency has full power and authority to pledge in the manner provided herein; and shall not be deemed to constitute a general or moral indebtedness or a pledge of the faith and credit of the Agency, the County, the City, the State or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation.  The. Agency has no taxing power.  The Agency has provided notice of its intent to authorize the issuance of the  Series 2024 Bonds in accordance with Section 163.346, Florida Statutes.  SECTION4. THIS RESOLUTION TO CONSTITUTE A CONTRACT. In consideration of the acceptance of the Series 2024 Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution and the Master Resolution shall be deemed to be and shall constitute a contract between the Agency and such Holders. The covenants and agreements herein set forth and in the Master Resolution tol be performed by the. Agency shall be for the equal benefit, protection and security of thel legal Holders of any and all of the Series 2024 Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the Series 2024 Bonds over any other thereof, except as expressly  provided therein and herein.  SECTION5. AUTHORIZATION OF 2024 REDEVELOPMENT PROJECTS; AND ISSUANCE OF SERIES 2024 BONDS. The 2024 Redevelopment Projects and the payment of the Costs thereof from proceeds of the Series 2024 Bonds is hereby authorized. The 2024 Redevelopment Projects are "community redevelopment" projects and 'undertakings" as  defined in the Redevelopment Act.  Subject and pursuant to the provisions hereof, the Series 2024 Bonds to bel known as the "Southeast Overtown/Park West Community Redevelopment Agency Tax Increment Revenue Bonds, Series 2024" (or if such Series 2024 Bonds are issued in more than one series, or in a different calendar year, such other name and/ or series designation as the Chairwoman shall direct) are hereby authorized to be issued as tax-exempt or taxable in one or more series in the aggregate original principal amount of not to exceed $150,000,000 or such lesser amount as may be approved by the Chairwoman for the purpose of financing all or a portion of the Costs of the 2024 Redevelopment Projects, funding any: reserves, refunding the Refunded Bonds, paying the City Obligation, ifi required, and paying the costs of issuance and expenses associated therewith. Notwithstanding anything herein to the contrary, based upon advice of the Financial Advisor to the Agency that it is in the best financial interest of the Agency, and the advice of Bond Counsel, the Agency may elect toi issue any of the Series 2024 Bonds and/ or may combine such Bonds into one or more Series and may modify the name or designation of each series of  such Bonds accordingly.  Page 14of28  Packet Pg. 220    4.7  The Series 2024 Bonds shall be dated as of the date of delivery of such Series 2024 Bonds to the Underwriter; shall be issued as fully registered Series 2024 Bonds; shall be in such denominations and shall bear interest at a rate or rates not exceeding the maximum rate permitted by law, shall consist of such amounts of Serial Bonds and/or Term Bonds; maturing in such amounts and in such years not exceeding the maximum length permitted under the Redevelopment Act. The Series 2024 Bonds shall bei numbered consecutively from one upward preceded by the letter "R" prefixed to the number. The Series 2024 Bonds shall not bei issued as  Variable Rate Bonds.  The 2024 Redevelopment Projects are not the types of projects described in Section SECTION 6. AUTHORIZATION OF REFUNDING. There is hereby authorized the SECTION7. PROVISIONS FOR REDEMPTION. The Series 2024 Bonds shall be subject to redemption prior to their maturity, at the option of the. Agency, at such times and in  163.370(3), Florida Statutes.  refunding of the Refunded Bonds, subject to Section 21 hereof.  such manner as shall be fixed by Section 14.  SECTION8. BOOK ENTRY SYSTEM. Notwithstanding any provision of this Resolution to the contrary, a book-entry system of registration is hereby authorized for the Series 2024 Bonds. Sol long as the. Agency shall maintain a book-entry only system with respect  tot the Series 2024 Bonds, the following provisions shall apply:  Upon initial issuance, the ownership of each such Series 2024 Bond shall be registered in the registration books kept by the Registrar in the name of Cede, as nominee of DTC. Al blanket issuer letter of representations (the "BLOR") was entered into by the Agency with The Depository Trust Company ("DTC"). It is intended that the Series 2024 Bonds be registered sO as to participate in a global book-entry system with DTC as set forth herein and in such BLOR. The terms and conditions of such BLOR shall govern the registration of the Series 2024 Bonds. The Series 2024 Bonds shall be initially issued in the form of a single fully registered Bond for each maturity of such Series. Upon initial issuance, the ownership of such Series 2024 Bonds shall be registered by the Registrar in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. So long as any Series 2024 Bond is registered in the name of DTC (or its nominee), the Agency, the Registrar and the Paying Agent may treat DTC (or its nominee) as the sole and exclusive holder of such Series 2024 Bonds registered in its name, and all payments with respect to the principal or redemption price of, if any, and interest on such Series 2024 Bond ("Payments") and all notices with respect to such Series 2024 Bond ("Notices") shall be made or given, as the case may be, to DTC. Transfers of Payments and delivery of Notices to DTC Participants shall be the responsibility of DTC and not of the Agency, subject to any statutory and regulatory requirements as may be in effect from time to time. Transfers of Payments and delivery of Notices to beneficial owners of the Series 2024 Bonds by DTC Participants shall be the  Page 15of28  Packet Pg. 221    4.7  responsibility of such participants, indirect participants and other nominees of such beneficial owners and not of the Agency, subject to any statutory and regulatory requirements as may be  in effect from time to time.  Upon (a) receipt by the Agency of written notice from DTC (i) to the effect that a continuation of the requirement that all of the Outstanding Series 2024 Bonds be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, is not in the best interest of the beneficial owners of the Series 2024 Bonds or (ii) to the effect that DTC: is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, (b) termination, for any reason, of the agreement among the Agency, the Registrar and Paying Agent and DTC evidenced by the BLoR, or (c) determination by the Agency that such book-entry only system should be discontinued by the Agency, and compliance with the requirements of any agreement between the Agency and DTC with respect thereto, the Series 2024 Bonds shall no longer be restricted tol being registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names Holders shall designate, in accordance with the provisions hereof. In such event, the Agency shall issue and the Registrar shall authenticate, transfer and exchange Series 2024 Bonds consistent with the terms hereof, in denominations of $5,000 or any integral multiple thereof to the Holders thereof. The foregoing notwithstanding, until such time as participation in the book-entry only system is discontinued, the provisions set forth in the BLOR shall apply to the registration and transfer of  the Series 2024 Bonds and to Payments and Notices with respect thereto.  SECTIONS 9. APPLICATION OF PROVISIONS OF THE MASTER RESOLUTION. The Series 2024 Bonds, herein authorized, shall for all purposes (except as herein expressly provided) be considered tol bei issued under the authority of the Master Resolution, and shall be entitled to all the protection and security provided therein for the Bonds issued thereunder. The principal of and interest on the Series 20241 Bonds herein authorized shall be payable from the Debt Service Fund established in the Master Resolution on a parity with any other Bonds, and payments shall be made into such Debt Service Fund by the Agency in amounts fully sufficient to pay the principal of and interest on the Series 2024 Bonds herein authorized as  such principal and interest become due.  SECTION 10. APPLICATION OF SERIES 2024 BOND PROCEEDS. The proceeds, including accrued interest and premium, if any, received from the sale of any or all of the Series 2024 Bonds shall be applied by the Agency simultaneously with the delivery of such Series 2024  Bonds to the purchaser thereof, as follows:  A. The capitalized interest, if any, shall be deposited into the Debt Service Fund and shall be used only for the purpose of paying interest becoming due on the Series 2024 Bonds. B. The initial Reserve Requirement for such Series 2024 Bonds, as determined pursuant to Section 13.B., shall be deposited in the subaccount in the Reserve Account created  Page 16of28  Packet Pg. 222    4.7  pursuant to the Master Resolution for the benefit of the Series 2024 Bonds, and shall be used  only for thej purposes provided therefor.  A sum as specified in the Escrow Deposit Agreement shall be deposited to the D. A sum specified in a certificate of the Executive Director of the Agency shall be paid to the City for satisfaction of the City Obligation, if the City Obligation has been issued and  escrow account pursuant toi the Escrow Deposit Agreement, ifi required.  iso outstanding prior to the delivery of the Series 2024 Bonds.  E.  Pursuant to Section 7.03 of the Master Resolution, there is hereby established a  separate account in the Construction Fund (the "Series 2024 Bonds Account") for the 2024 Redevelopment Projects to be financed by the Series 2024 Bonds. A: sum specified in a certificate of thel Executive Director of the Agency shalll be deposited into the Series 2024 Bonds. Account of  the Construction Fund. F.  To the extent not paid by the original purchasers of the Series 2024 Bonds, the  Agency shall pay all costs and expenses in connection with the issuance, sale and delivery of the  Series 2024 Bonds.  SECTION 11. BONDS NOT TO BE INDEBTEDNESS OF THE AGENCY. The Series 2024 Bonds shall not be or constitute general or moral obligations or indebtedness or a pledge of the faith and credit of the Agency, the City, the County, the State or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be limited obligations of the. Agency, payable solely from and secured by a lien upon and a pledge of the Pledged Revenues, in the manner and to the extent herein provided. No Bondholder shall ever have the right directly or indirectly, to compel the exercise of the ad valorem taxing power of the City, the County, the State or any political subdivision thereof or taxation in any form on any real or personal property to pay such Series 2024 Bonds or the interest or premium, if any, thereon or for the payment of any other amounts provided herein. The Agency has no taxing power. The Series 2024 Bonds and the indebtedness evidenced thereby shall not constitute a lien upon any other funds or property of the Agency, and no Bondholder shall be entitled to payment of such principal, interest and premium, if any, from any other funds of the Agency other than the Pledged Revenues, in the manner and to the  extent herein provided.  SECTION 12. PLEDGE OF REVENUES. The payment of the principal of, premium, if any, and interest on the Series 2024 Bonds shall be secured forthwith equally and ratably by an irrevocable lien on the Pledged Revenues, all in the manner and to the extent provided herein, and, as provided herein, the Agency does hereby irrevocably pledge such Pledged Revenues, all to the payment of the principal of, premium, if any, and interest on the Series 2024 Bonds, the funding and maintaining of the reserves therefor as required herein and for all other payments as provided herein. The pledge and lien on Pledged Revenues securing the Series 2024 Bonds shall be prior and superior to all other liens or encumbrances on the Pledged Revenues; provided, however, that the pledge of and lien on the Pledged Tax Increment Revenues shall be  Page 17 of28  Packet Pg. 223    4.7  on a parity with the pledge thereof and lien thereon securing the unrefunded portion of the Series 2014 Bonds, and any Parity Obligations issued or incurred as provided in Section 10.02 of  Master Resolution.  SECTION 13. RESERVE ACCOUNT. A. Reserve Account. Pursuant to the Master Resolution, the Agency is authorized to establish a separate account within the Reserve Account for the benefit of the Series 2024 Bonds. The. Agency hereby elects to establish such account and on the date of issuance of the Series 2024 Bonds there shall be on deposit therein the Reserve  Requirement for the Series 2024 Bonds.  B. Delegation of Reserve Requirement. Subject to parameters set forth in this Section, the Agency hereby authorizes the Executive Director to determine the Reserve Requirement for  the Series 2024 Bonds, in consultation with the Financial Advisor.  The Reserve Requirement for the Series 2024 Bonds shall not exceed an amount which equals the lesser of (i) the Maximum Annual Debt Service on the Series 2024 Bonds occurring in any year, (ii) 125% of the average Debt Service Requirement on the Series 2024 Bonds, and (iii) 10% of the aggregate stated original principal amount of the Series 2024 Bonds; provided however, that the Reserve Requirement for the Series 2024 Bond could be zero. 2024 Bonds certifying the Reserve Requirement for the Series 2024 Bonds.  The Executive Director shall execute a certificate dated the date of delivery of the Series SECTION 14. DELEGATION OF AWARD OF SERIES 2024 BONDS. Subject to full satisfaction of the conditions set forth in this Section, the Board of the. Agency hereby authorizes ac delegated negotiated sale of the Series 2024 Bonds to the Underwriter in accordance with the terms of the Bond Purchase Agreement to be dated the date of sale and tol be substantially in the form attached hereto as Exhibit "B", with such changes, amendments, modifications, omissions and additions thereto as shall be approved by the Executive Director in accordance with the provisions of this Section (including, without limitation, making the final determination concerning the structuring and marketing of the Series 2024 Bonds to obtain the most favorable rating and interest rate on the Series 2024 Bonds), including the determination of issuing the Series 2024 Bonds in one or more series and designating the Series 2024 Bonds as tax-exempt or taxable, and the execution and delivery of the Bond Purchase Agreement by the Executive Director shall be deemed conclusive evidence of the approval of such changes and the full and  complete satisfaction oft the conditions set forth in this Section.  Notwithstanding the foregoing, the Bond Purchase Agreement shall not be executed by thel Executive Director until such time as all of the following conditions have been satisfied: Bonds by the Underwriter substantially in the form of the Bond Purchase Agreement, said offer to provide for, among other things, () the issuance of not exceeding $150,000,000 aggregate principal amount of Series 2024 Bonds, (ii) an underwriting discount (including management fee and all expenses) not in excess of $5.00 per bond, (iii) a true interest cost of not more than  1.  Receipt by the Executive Director of a written offer to purchase the Series 2024  Page 18of28  Packet Pg. 224    4.7  5.50% per annum with respect to the Series 2024 Bonds, (iv) the maturities of the Series 2024 Bonds with the final maturity no later than March 1, 2042, and (v) a debt service savings of  3.00%, ifiti is determined to issue thel Refunded Bonds.  2. 3.  The Series 2024 Bonds shall be subject to such optional and mandatory Receipt by the Executive Director from the Underwriter of a disclosure statement  redemption provisions as provided in the Bond Purchase. Agreement.  and truth-in-bonding information complying with Section 218.385, Florida Statutes and  substantially in the form attached to the Bond Purchase. Agreement.  Upon satisfaction of the conditions set forth in this Section, the Executive Director is hereby authorized to execute and deliver the Series 2024 Bonds and any other documents, agreements or certificates relating to the Series 2024 Bonds, and are further authorized and directed to prepare and furnish to the purchasers of the Series 2024 Bonds, when the Series 2024 Bonds are issued, certified copies of all the proceedings and records of the Agency relating to the Series 2024 Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Series 2024 Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the. Agency as to the truth of all statements contained therein. SECTION 15. PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT. The Executive Director, Bond Counsel, Disclosure Counsel and the Agency's Financial Advisor are. hereby authorized to prepare and to disseminate (or cause to be prepared and disseminated) copies of a Preliminary Official Statement" in substantially the form attached hereto as "C" and are also authorized to prepare and disseminate a final official statement after execution of the Bond Purchase Agreement. At closing, the appropriate officers of the Agency are authorized and directed to furnish a certificate to the effect that the Preliminary Official Statement and Official Statement did not as of their dates and do not contain any untrue statement or omission of a material fact. The Executive Director and the Finance Officer are authorized to deem final the Preliminary Official Statement prepared pursuant to this Section for purposes of Rule 15c2-12 (the "Rule") of the Securities and  Exchange Commission.  The Agency hereby authorizes the preparation of a final Official Statement relating to the Series 2024 Bonds, which shall be in the form of the Preliminary Official Statement with such changes, alterations and corrections therein as may be approved by the officials of the Agency executing the same, such approval to be conclusively established by such execution, and the Executive Director and the Finance Director are. hereby authorized and directed for and in the name of the Agency to execute and deliver the final Official Statement, as hereby  approved.  SECTION 16. CONTINUING DISCLOSURE. The Agency hereby covenants and agrees that in order to provide for compliance by the Agency with secondary market disclosure  Page 19of28  Packet Pg. 225    4.7  requirements of the Rule, that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement, in substantially the form attached hereto as Exhibit "D", to be executed by the Agency and dated the date of the issuance and delivery of the Series 2024 Bonds, as it may be amended from time to time in accordance with the terms thereof. Notwithstanding any other provisions of this Resolution, failure of the Agency to comply with such Continuing Disclosure Agreement shall not be considered an event of default; however, any Bondholder may take action as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Agency to comply with its  obligations under this Section.  SECTION 17. APPOINTMENT OF REGISTRAR, PAYING AGENT AND FISCAL AGENT. Regions Bank, Jacksonville, Florida is hereby appointed as Registrar, Paying Agent and Fiscal Agent for the Series 2024 Bonds. The Executive Director and the Clerk of the Board of the Agency are hereby authorized to enter into any agreements with such Registrar, Paying Agent, or Fiscal Agent which may be necessary to reflect the obligation of such Registrar, Paying Agent or Fiscal Agent to accept and perform the respective duties imposed upon each and to effectuate the transactions contemplated, by this Resolution and thel Master Resolution. SECTION 18. APPOINTMENT OF ESCROW AGENT AND APPROVAL OF ESCROW DEPOSIT AGREEMENT. Regions Bank, Jacksonville, Florida is hereby appointed as Escrow Agent for the Refunded Bonds. Simultaneously with the delivery of the Series 2024 Bonds to the initial purchasers, ifit is determined to refinance the Refunded Bonds, the Agency shall enter into the Escrow Deposit Agreement, in the form attached hereto as Exhibit "E".The Executive Director and the Clerk of the Board of the. Agency are. hereby authorized to enter into any agreements with such Escrow Agent, which may be necessary to reflect the obligation of such Escrow Agent to accept and perform the respective duties imposed upon it and to effectuate the transactions contemplated by this Resolution and the Master Resolution.  SECTION 19. APFOINTMENT OF VERIFICATION AGENT. Robert Thomas CPA is hereby appointed to serve as verification agent with respect to the refunding of the Refunded  Bonds.  SECTION 20. TRANSFER OF FUNDS. Moneys in the various funds and accounts created under the resolution authorizing the Refunded Bonds shall be transferred as provided by a certificate tol be executed by the Executive Director and the Finance Officer.  SECTION 21. REDEMPTION OF REFUNDED BONDS. The Executive Director is hereby authorized to select the Refunded Bonds to be refunded with the proceeds of the Series 2024 Bonds and is hereby authorized to call such Refunded Bonds in accordance with the [Plan of Finance,] as described in the Preliminary Official Statement. The Paying Agent for the Refunded Bonds is hereby authorized to provide written notice of such redemption to the registered owners of such Refunded Bonds and to any Bondholder whose name and address are on file with the Paying Agent. The Escrow Agent is hereby authorized and directed to publish  the notices of defeasance and redemption, if required.  Page 20of28  Packet Pg. 226    4.7  The Executive Director: isl hereby authorized to direct the investment of funds held under the Escrow Deposit Agreement. The Executive Director, Bond Counsel and/or Escrow Agent to the extent necessary to accomplish the defeasance and refunding of the Refunded Bonds are Government Series ("SLGS"), (ii) arrange for the purchase, from funds available for such purpose pursuant to the terms hereof, of Refunding Securities, or (iii) gross fund the escrow  authorized to (i) subscribe for United States Treasury Obligations  State and Local  account and hold such moneys in cash.  In the event the Executive Director determines to invest amounts held under the Escrow Deposit Agreement in Refunding Securities (other than SLGS), the Executive Director is hereby authorized to appoint a bidding agent to conduct a bid process for the purchase of such  securities.  SECTION 22. INSURER PROVISIONS. A. Delegation of Insurer. In order to obtain the most favorable premiums on a Bond Insurance Policy, the Executive Director, in consultation with the Financial Advisor, is hereby authorized to: negotiate with interested Bond Insurers and the Executive Director is authorized to accept, execute and deliver the commitment of whichever Insurer provides the terms and provisions which, after consultation with the Agency's Financial Advisor, is in the best interest of the Agency. The Executive Director can designate all, some or none of the Series 2024 Bonds to be insured. The Executive Director is hereby authorized to execute such agreements containing the provisions of the Bond Insurance Policy. The Agency further authorizes application of Series 2024 Bond proceeds to payment of the premium for the Bond Insurance Policy. A statement of insurance is authorized to be printed on the Series 2024 Bonds for thel benefit and information of thel Bondholders.  B. Delegation of Reserve Account Insurance Policy. If determined to be the most economical or prudent structure, the Executive Director, in consultation with the Financial Advisor, is hereby authorized to solicit bids from interested providers of Reserve Account Insurance Policies, in order to obtain the most favorable premiums on a Reserve Account Insurance Policy, and the Executive Director is authorized to accept, execute and deliver the commitment of whichever provider of the Reserve Account Insurance Policy provides the terms and provisions which, after consultation with the Agency's Financial Advisor, is in the best interest of the Agency. A Reserve. Account Insurance Policy for the Series 2024 Bonds, together with other amounts or other credit instruments on deposit therein, equal to the Reserve Requirement for the Series 2024 Bonds is hereby authorized to be purchased from the selected provider of the Reserve Account Insurance Policy and payment for such Reserve Account Insurance Policy is hereby authorized from Series 2024 Bond proceeds. In furtherance thereof, the Agency is hereby authorized to enter into a Financial Guaranty Agreement for the Series 2024 Bonds (the "Guaranty Agreement") with such provider of the Reserve Account Insurance Policy and the Executive Director is hereby authorized to execute and deliver such Guaranty  Agreement.  SECTION 23. FURTHER AUTHORIZATIONS. The Chairwoman, the Executive Director, the Finance Officer, the Clerk of the Agency, the Attorney of the. Agency or any other  Page 21 of28  Packet Pg. 227    4.7  appropriate officers of the Agency are hereby authorized and directed to execute any and all certifications or other instruments or documents required by the Master Resolution, the Preliminary Official Statement, the final Official Statement, this Resolution or any other document referred to above as a prerequisite or precondition to the issuance of the Series 2024 Bonds and any such representation made therein by officers or representatives of the Agency shall be deemed tol be made on behalf of the Agency. All action taken to date by the officers of the Agency in furtherance of the issuance of the Series 2024 Bonds is hereby approved,  confirmed and ratified.  SECTION 24. MODIFICATION OR AMENDMENT. This resolution may be amended SECTION 25. CONFLICTS REPEALED. All resolutions in conflict ori inconsistent with this Resolution are to the extent of such conflict ori inconsistency hereby modified or repealed. SECTION 26. EFFECTIVE DATE. This Resolution shall become effective immediately  and supplemented to the same extent as the Master Resolution.  upon its adoption.  [Remaining pagei intentionally left blank]  Page 22of28  Packet Pg. 228    4.7  This Resolution passed and adopted this 26th day of September, 2024.  SOUTHEASTOVERIOWN/PARKI WEST COMMUNITYREDEVELOPMENT  AGENCY  (SEAL)  By:  Executive Director  APPROVED. ASTOI FORM AND LEGALSUPFICIENCY:  By:  General Counsel  EXHIBIT' "A"  DESCRIPTION OF 2024 REDEVELOPMENT PROJECTS  The 2024 Redevelopment Projects shall consist of the following: (1) Grants to developers, including, but not limited to:  Developer  Project Description  Housing Trust Group (Rainbow Village I)  310 units of ffordable/workforce housing, a new community center, a daycare center and commercial space for local businesses Two five-story residential buildings and a Atlantic Station-a mixed use, mixed income transit oriented development Redevelopment of Culmer Gardens and Culmer Place public housing sites, consisting of 779 mixed income units and/or 599  Housing Trust Group and AM. Affordable Housing, Inc. (Courtside Apartments)  parking garage  Block 45, LLC  Atlantic Pacific Communities, LLC  affordable units  Page 23of28  Packet Pg. 229    4.7  (2)Ar new affordable housing development consisting of a 5-story 24-unit building to be (3) Public Parking Garage to be owned by the CRA and operated by the Miami Parking (4) An affordable housing project located at 1141 NW 3rd Ave, 242 NW 12thS St, 234 NW 12th St and 224 NW 12th St, which will be a mixed -income, mixed use development designed to create housing for existing community residents with affordability levels in the range of 60% to  owned by the Agency.  Authority.  120% of the AMI.  (5)I Improvements to the 9th Street Pedestrian Mall to create a desirable walkway. (6) Grant to Girl Power Rocks, Inc, anot-for-profit to support the development of] Mama (7)Grant to South Florida Transportation Authority for the. Agency's obligation pursuant tot the Interlocal Agreement between the Agency, the City and the South Florida Regional  Hattie's House.  transportation  Agency  dated  November  8,  2016.  Page 24of28  Packet Pg. 230    4.7  EXHIBIT "B"  FORM OFI BOND PURCHASE AGREEMENT  Page 25of28  Packet Pg. 231    4.7  EXHIBIT "C"  FORM OF PRELIMINARY OFFICIAL STATEMENT  Page 26of28  Packet Pg. 232    4.7  EXHIBIT "D"  FORM OF CONTINUING DISCLOSURE AGREEMENT  Page 27 of28  Packet Pg. 233    4.7  EXHIBIT "E"  FORM OF ESCROW DEPOSIT AGREEMENT  APPROVED AS TO FORM AND LEGAL SUFFICIENCY:  yap-Bpsarcons  10/17/2024  Page 28of28  Packet Pg. 234    4.8  SEOPW Board of Commissioners Meeting  October 24, 2024  SOUTHEAST OVERTOWNPARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER-OFFICE MEMORANDUM  To: Board Chair Christine King and Members of the CRA A  Date: October 17, 2024 File: 16830  Board  Subject: H.A. CONTRACTING CORPORATION Enclosures: File # 16830 Exhibit A  From: James McQueen Executive Director  BACKGROUND: <Insert Info> JUSTIFICATION: <Insert Info> FUNDING: <Insert Info>  Packet Pg. 235    4.8  AGENDA ITEM  FINANCIAL INFORMATION FORM  SEOPW CRA  CRA Board Meeting Date: CRA Section:  October 24, 2024  Brief description of CRA Agenda Item: <Insert Description Here> Project Number (if applicable):  YES, there are sufficient funds in Line Item:  Account Code:  Amount:  NO (Complete the following source of funds information):  Amount budgeted in the line item: Balance ini the line item: Amount needed in the line item: ACTION ACCOUNT NUMBER PropciNo/IndexMinot: Object  $ $ $ TOTAL $ $ $ $  Sufficient funds will be transferred from the following line items:  From To From To  Comments: <Insert Comments Here>  Approved by:  Director 10/17/2024    Approval:  1A - Officer  10/17/2024  AMl  Page 2 of5  Packet Pg. 236    4.8  Southeast Overtown/Park West Community Redevelopment Agency  File Type: CRA Resolution Enactment Number:  File Number: 16830  Final Action Date:  AF RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERIOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITHATTACHMENTS. AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE THE SETTLEMENT AGREEMENT "AGREEMENT), ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A", BETWEEN THE SEOPW CRA AND H.A. CONTRACTING CORPORATION HAC.CCPURPOSE7 IN THE AMOUNT OF TWO MILLION ONE HUNDRED FORTY-SEVEN THOUSAND TWO HUNDRED NINETY-SIX DOLLARS AND FIFTY-FOUR CENTS $2,147,296.54), ALLOCATING FUNDS FROM OTHER GRANTS AND AIDS ACCOUNT NO. 10050.920101.883000.0000.00000; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY, INCLUDING ANY AND ALL AMENDMENTS THERETO, ALL IN FORMS ACCEPTABLE TO COUNSEL; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2018 Updated Southeast Overtown/Park West Community Redevelopment  Plan ("Plan"); and  WHEREAS, H.A. Contracting Corporation, a Florida For-Profit Corporation, ("H.A.C.C.") and Town Park Village No 1, Incorporated, al Florida For-Profit Corporation, ("Owner") entered into a written agreement dated October 13th, 2020 (the "Contract") for H.A.C.C. to serve as the design builder for a project located at 1680 N.W. 4th Avenue, Miami, Florida, know as the Town Park Village Condominium  (the Project");and funding fort the Project; and ($19,785,235.80); and  WHEREAS, pursuant to Resolution No. CRA-R-19-0022, the SEOPW CRA agreed to provide WHEREAS, on or about March 26th, 2024, Owner agreed to ai final Contract amount of Nineteen Million Seven Hundred Eighty-Five Thousand Two Hundred Thirty-Five Dollars and Eighty Cents  WHEREAS, the SEOPW CRA notified H.A.C.C. and the Owner that a decision was made to WHEREAS, the SEOPW CRA and Owner have collectively paid H.A.C.C. to date at total sum of Fifteen Million Eight Hundred Fifty-Two Thousand Seven Hundred Three Dollars and Forty-Six Cents  cease funding of the work on the Project; and  ($15,852,703.46); and  Page 3 of5  Packet Pg. 237    4.8  WHEREAS, H.A.C.C. recorded a claim of lien against the Project on May 28+h, 2024, in the public records of Miami-Dade County, at Book 34243 Page 1480, in the amount of Two Million Five Hundred Forty-Five Thousand Five Hundred Six Dollars and Sixty-Two Cents ($2,545,506.62) (the  "Lien");  WHEREAS, the SEOPW CRA and H.A.C.C., (collectively, the "Parties"), desire to execute a Settlement Agreement ("Agreement"), attached and incorporated herein as Exhibit "A," to settle all claims and all liens arising out oft the Contract between H.A.C.C. and Owner for the Project ("Purpose");  and  WHEREAS, per the terms oft the Agreement, in which funds are to be derived from CRA-R-19- 0022, the SEOPW shall make final payment(s) to H.A.C.C., in an amount not to exceed Two Million One Hundred Forty-Seven Thousand Two Hundred Ninety-Six Dollars and Fifty-Four Cents ($2,147,296.54)  ("Settlement Payment" ) within ten (10) days ofits execution; and  WHEREAS, within ten (10) days of receipt of the Settlement Payment, H.A.C.C. shall provide the SEOPW CRA with a full and final release of all contractual, common-law, and statutory obligations arising out of or related to the Contract and the Project, a full and final release ofH.A.C.C., H.A.C.C.'s surety, H.A.C.C.'si insurers, and indemnity from and against any and all claims arising out of or related to  the Contract or the Project; and to the SEOPW CRA; and  WHEREAS, pursuant to the Agreement, H.A.C.C. will assign all claims, rights and entitlements WHEREAS, thel Board of Commissioners finds that authorizing this Resolution would further the WHEREAS, based on the recommendation and findings of the Executive Director, it is in the SEOPW CRA's best interest for the Board of Commissioners to authorize the Executive Director to negotiate and execute any and all documents necessary, for which terms may be amended by the Executive Director, all-in forms acceptable to Counsel with H.A.C.C. fort the Purpose stated herein; NOW, THEREFORE, BEITRESOLVED BY THE BOARD OF COMMISSIONERS OFTHE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE  SEOPW CRAsredevelopment goals and objectives; and  CITY OF MIAMI, FLORIDA: Section 1. Section 2. the Purpose stated herein. Section 3. Section 4. Section 5.  The recitals and findings contained in the Preamble to this Resolution are The Board of Commissioners hereby authorizes the execution of the Agreement,  adopted by reference and incorporated herein as if fully set forth in this Section.  attached and incorporated herein as Exhibit "A," for an amount not to exceed the Settlement Payment for  The Executive Director is authorized to disperse funds, at his discretion, from the The Executive Director is authorized to execute the Agreement, attached and This Resolution shall become effective immediately upon its adoption.  Account No. 10050.920101.883000.0000.00000 tol H.A.C.C. to further the Purpose stated herein.  incorporated: herein as. Exhibit"A," for said Purpose.  APPROVED AS TO FORM AND LEGAL SUFFICIENCY:  Page 4 of5 5  Packet Pg. 238    4.8  y-g-BpSarcane  10/17/2024  Page 5 of5  Packet Pg. 239    EXHIBIT "A"  4.8.a  SETTLEMENTAGREEMENT  This SETTLEMENTAGREEMENT ("Agreement"): is entered into this day of October 2024 by and between H.A. CONTRACTING CORPORATION ("H.A.C.C.") and the SOUTHEASTOVERIOWNPARK WESTCOMMUNIY REDEVELOPMENTAGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes CAgeney'(colectively herein, the "Parties"and: individually herein, as "Party"). WHEREAS, H.A.C.C. and' Town Park Village No 1,1 Inc. ("Owner") entered into a written agreement dated October 13th, 2020 ("Contract"): for H.A.C.C. to serve as the design builder fora a project located at 1680 N.W.4thA Avenue, Miami, Florida known as known as the Town Park Village  Condominium ("Project"); and  WHEREAS, the. Agency agreed toj provide funding for the Project; and WHEREAS, H.A.C.C. timely met its obligations under the Contract and was not in WHEREAS, Owner and Agency notified H.A.C.C. that a decision was made to cease WHEREAS, on or about March 26, 2024, Owner signed change orders two through four WHEREAS, Owner and Agency have collectively paid H.A.C.C. to date the total sum of WHEREAS, H.A.C.C. recorded a claim of lien against the Project on May 28, 2024, in the real property records ofMiami-Dade County at Book 34243 Page 1480 in the amount of  breach of the Contract; and work on the Project; and  agreeing to a final Contract amount of $19,785,235.80; and  $15,852,703.46; and  $2,545,506.62 (the "Lien"); and  WHEREAS, the Agency has agreed to pay H.A.C.C. and H.A.C.C. has agreed to accept the amount of $2,147,296.54 as final payment, and H.A.C.C. has agreed to accept such amount as final payment and assign the Lien to the Agency contingent upon the Agency providing H.A.C.C. with a full and final release of all contractual, common-law, and statutory obligations arising out of or related to the Contract and the Project, a full and final release ofH.A.C.C., H.A.C.C.'s: surety, H.A.C.C.'si insurers, and indemnity from and against any and all claims  arising out of or related to the Contract or the Project; and  WHEREAS, It is the intention oft the Parties to this Agreement that H.A.C.C. shall have no further liability nor responsibility for the Project, the work performed, the Contract, nor the  Lien.  NOW, THEREFORE, in consideration oft the mutual promises, releases, and covenants contained herein, and for other valuable consideration, the receipt and sufficiency ofa all such consideration being expressly acknowledged by the Parties, the Parties hereby agree as follows: 1. Incorporation of Recitals: The above recitals are agreed to be true and correct and they  are hereby made aj part of this Agreement.  Packet Pg. 240    EXHIBIT "A"  4.8.a  2. Consideration: Agency. jointly shall pay H.A.C.C. the sum of$2,147,296.54 within five business days. Payment shall be made by wire transfer or check payable to "H.A.  Contracting Corp."  3. Assignment By H.A.C.C.: Upon H.A.C.C.'sreceipt of payment and within five business days of the clearance oft the $2,147,296.54 in H.A.C.C.'s account, H.A.C.C. shall provide the Agency with Full Satisfaction ofI Lien and ai non-recourse assignment of the Unsatisfied Lien transferring all ofH.A.C.C.'s right, title, an interest in the Lien tot the Agency. 4. Release by Agency: The Agency hereby (for themselves, and on behalf oft their affiliates, successors, insurers, and assigns) releases and discharges H.A.C.C. and H.A.C.C.'s, sureties, insurers, principals, employees, consultants, and design professionals from any and all claims, rights, actions, causes ofactions, obligations, demands, and damages whether arising in law ori in equity both asserted or unasserted, known or unknown, latent or patent, accrued or unaccrued, that the Agency ever had, now has or hereinafter in the future may have pertaining to, arising out of, or related to the development, design, materials, and/or construction of the Project whether based in tort, contract or any other statutory, common law or other legal theory ofrecovery including, but not limited to, claims for property damage, loss of use, loss ofincome, breach of contract, negligence, and intentional torts. Without limiting the foregoing, this release includes all losses and damages, both compensatory and consequential, attorney's fees and costs, arising out ofc or related to the Contract and arising out of or related to the Project.  5.1 Indemnity: To the fullest extent permitted by law, H.A.C.C. shall indemnify, defend, hold harmless, and make whole the Agency from and against claims, liabilities, damages, losses and costs, including but not limited to, reasonable attorney's fees, arising out of or resulting from performance oft the work to the extent caused by the negligence, recklessness, intentional wrongful misconduct, or omissions ofH.A.C.C. or persons directly or indirectly employed or  utilized by thel H.A.C.C. in the performance of the Contract.  6. Agency's Pursuit oft the Lien: Upon assignment oft the Lien by H.A.C.C. to the Agency, H.A.C.C. shall have liability and responsibility arising out of or related to the Lien. Upon receipt of full payment pursuant to this settlement agreement, H.A.C.C. hereby agrees to defend and indemnity Agency from and all claims oflien filed by anyone who performed work ors supplied materials to the Project pursuant to an agreement withl H.A.C.C. H.A.C.C. may satisfy its defense and indemnity obligations by transferring any such lien to a lien-transfer bond  posted in accordance with section 713.24, Florida Statutes.  7. Release by H.A.C.C.: H.A.C.C. hereby releases all claims and entitlements to any and 8. Breach: In the event the Agency breaches this Agreement, H.A.C.C. shall have the option to either enforce this Agreement or disregard the agreement and pursue all rights, claims, and damages available under the Contract and applicable law. Agency shall be responsible for paying H.A.C.C.'s: attorney fees and costs arising out oft the Agency's breach of this Agreement  all retainage beholden by the Agency and the City ofMiami, Florida.  and for any action H.A.C.C. takes to enforce this Agreement.  Packet Pg. 241    EXHIBIT "A"  4.8.a  9. Knowing Consent: This Agreement shall be governed by and construed in accordance with the laws oft the State ofFlorida. The venue for any action upon this Settlement Agreement  shall be Broward County, Florida.  10. No Construction. Against Drafting Party: The terms and conditions hereofhave been negotiated by the Parties. In the event that it shall be necessary to construe this document there  shall be no presumptions against any Party.  11. Requisite Authority and Approval; Binding Agreement: The undersigned, by their signatures, individually represent that this Agreement has been duly authorized by all necessary corporate actions and that they are duly authorized and empowered to execute this Agreement  and to bind the Parties to the matters set forth herein.  12. Headings and Captions: The headings and captions used in this Agreement are for convenience of reference only, and shall in no way define, limit or expand the meaning or  construction of any provision ofthis Agreement.  13. Counterparts: This. Agreement may be executed in counterparts, all of which will be deemed one and the same instrument. Photocopies and facsimiles shall have the same effect as  the original.  14. Severability: Nothing contained herein shall be construed sO as to require the commission of any act contrary tol law, and wherever there is any conflict between any provisions contained herein and any present or future statute, law, ordinance, or regulation contrary to which the Parties have no legal right to contract, the latter shall prevail; but the provision oft this Agreement which is affected shall be curtailed and limited only to the extent necessary tol bring it within the requirements ofthe law. To the extent the offending provision cannot be curtailed or limited, it shall be fully severable, and the remainder oft this Agreement  shall remain in full force.  15. Confidentiality: Except as required by court order or applicable law and as excepted below, the Parties each warrant, represent, and agree that they have not and will not communicate, discuss, or otherwise make any reference to the terms, conditions, content, or substance of this Settlement Agreement, whether in whole or in part, to or with any other person, entity, or organization not a party to this Settlement Agreement. Notwithstanding the foregoing, any Party may disclose the terms ofthis Settlement Agreement to its attorneys, accountants, lenders, representatives, insurers, reinsurers, and other professional financial advisors and employees as is reasonably necessary for the conduct oft that party's business, financial affairs, or  as otherwise required by law or regulation.  16. Entire Agreement: This Agreement: represents the entire integrated agreement between the Parties hereto and supersedes all prior understandings and agreements between  Parties with respect to the subject matter hereof. set their hands to this seal on the dates set forth below.  IN WITNESS WHEREOF, the Parties have knowingly, freely, and voluntarily hereunder  Packet Pg. 242