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2017-11-375 - Lease Agreement with New Urban Development LLCORDINANCE NO. 2017-11-375 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER TO EXECUTE THAT LEASE AGREEMENT WITH NEW URBAN DEVELOPMENT, LLC, IN SUBSTANTIAL FORM AS THAT AGREEMENT ATTACHED HERETO AS EXHIBIT "A" AND TO LEASE THE PROPERTY DESCRIBED IN THE LEASE; PROVIDING FOR INSTRUCTIONS TO THE CITY MANAGER AND CITY ATTORNEY; PROVIDING FOR ADOPTION OF REPRESENTATIONS; REPEALING ALL ORDINANCES IN CONFLICT; PROVIDING A SEVERABILITY CLAUSE; PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Manager is recommending that the City Council approve the Development Agreement in substantial form, authorize the City Manager and City Attorney to finalize the Development Agreement, authorize the City Manager to execute the same, and WHEREAS, on March 9, 2016, the City Council approved Resolution No. 2016-043-2942 directing that the City Manager and City Attorney negotiate a long-term lease/development agreement with the Urban League of Greater Miami for the construction and development of a 100+ unit of senior housing to be located adjacent to the City's proposed Senior Center, and WHEREAS, negotiations were undertaken with New Urban Development, LLC, the development arm of the Urban League, and a long term Lease Agreement in substantial form as that Lease Agreement attached hereto has been negotiated, and WHEREAS, in accordance with Resolution No. 2016-043-2942 and the negotiated Lease Agreement, the Lease will have a 50 (fifty) year initial term, ORDINANCE NO. 2017-11-375 which can be extended at the Tenant's option, for two twenty five (25) year additional terms, and WHEREAS, nominal rent will be paid by New Urban Development, however, as consideration for the Lease, New Urban Development will be responsible for maintenance of the interior and exterior of the senior housing project as well as the City's senior center as outlined in the Lease Agreement at no charge to the City, and WHEREAS, further, the Lease provides that seniors age 55 and older will reside in the facility and New Urban Development will be responsible for ensuring compliance with the Americans with Disability Act and the Fair Housing Act, and WHEREAS, as a potential additional revenue source for New Urban Development and the City, a Cell Tower and/or a Billboard may will be erected on the site, subject to compliance with City and State law, including zoning laws, and WHEREAS, in accordance with Section 4.3(7) of the City of Miami Gardens Charter, an ordinance is required to convey any lands of the City, NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AS FOLLOWS: Section 1. ADOPTION OF REPRESENTATIONS: The foregoing Whereas paragraphs are hereby ratified and confirmed as being true, and the same are hereby made a specific part of this Ordinance. Section 2. AUTHORIZATION: The City Council hereby authorizes the City Manager to finalize and execute that certain Lease Agreement in substantial ORDINANCE NO. 2017-11-375 form as that Agreements attached hereto as Exhibits "A." The City Council further authorizes The lease of that certain City-owned property outlined in the attached Lease Agreement. Sections. CONFLICT: All ordinances or Code provisions in conflict herewith are hereby repealed. Section 4. SEVERABILITY: If any section, subsection, sentence, clause, phrase or portion of this Ordinance is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision and such holding shall not affect the validity of the remaining portions of this Ordinance. Section 5. EFFECTIVE DATE: This Ordinance shall become effective immediately upon its final passage. PASSED ON FIRST READING ON THE 12"^ DAY OF SEPTEMBER, 2017. PASSED ON SECOND READING ON THE 27™ DAY OF SEPTEMBER, 2017. ADOPTED AND PASSED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS AT ITS REGULAR MEETING HELD ON THE 27™ DAY OF SEPTEMBER, 2017. OLIVER GILBERT, III, MAYOR ORDINANCE NO. 2017-11-375 ATTEST: RONETTA TAYLOF^MC, CITY CLERK PREPARED BY: SONJA KNIGHTON DICKENS, ESQ., CITY ATTORNEY SPONSORED BY: CAMERON D. BENSON, CITY MANAGER Moved by: IGHODARO Second by: DAVIS VOTE: 6-1 Mayor Oliver Gilbert, III _X (Yes) (No) Vice Mayor Erhabor Ighodaro, Ph.D. _X (Yes) (No) Councilwoman Lillie 0. Odom (Yes) _X (No) Councilman David Williams Jr _X (Yes) (No) Councilwoman Lisa C. Davis _X (Yes) (No) Councilman Rodney Harris X (Yes) (No) Councilwoman Felicia Robinson _X (Yes) (No) ORDINANCE NO. 2017-11-375 Page 1 of 36 114347601.1 final revision 8/28/2017 LEASE AGREEMENT WITH NEW URBAN DEVELOPMENT LLC THIS LEASE AGREEMENT (hereinafter “Agreement” or “Lease Agreement”) is made the last day executed below by and between the City of Miami Gardens, a municipal corporation having an office at 18605 NW 27th Avenue, Miami Gardens, Florida 33056, (hereinafter “City” or “Landlord”) and New Urban Development LLC or its assignee, having an office at 8500 NW 25th Avenue, Miami, FL 33147 (hereinafter “Tenant”). RECITALS WHEREAS, Landlord is the owner of real property in the City of Miami Gardens, Florida, located at a the southwest corner of the intersection of Northwest 12th Avenue and Miami Gardens Drive, which is more particularly described on Exhibit “A” attached hereto (“City Property”); and WHEREAS, the Landlord is desirous of obtaining quality housing at or near the City Property for senior citizens in the City of Miami Gardens; and WHEREAS, the Landlord intends to construct a senior-citizen facility on a portion of the City Property (“Senior Facility”); and WHEREAS, the Tenant desires to enter into a Lease of a portion of the City Property for its exclusive use and occupancy for the purposes of constructing, maintaining and operating a multi-family residential housing for elderly 55 years of age or older, consistent with the principles of the Fair Housing Act (“Project”), along with ancillary uses permitted with the Plan Development District (PDD); and WHEREAS, the Landlord and Tenant are desirous of having Tenant maintain the entire City Property, including the Senior Facility to be built by the Landlord; and WHEREAS, the Landlord and Tenant have negotiated an understanding for the prospective lease of a portion of the said City Property to the Tenant; and WHEREAS, Landlord and Tenant desire to reduce their understandings to writing, as further provided herein; NOW, THEREFORE, IN CONSIDERATION of mutual covenants hereinafter described, the Parties agree as follows: Page 2 of 36 114347601.1 final revision 8/28/2017 1. LEASEHOLD PROPERTY 1.1 DESCRIPTION OF LEASEHOLD PROPERTY: Landlord shall lease to Tenant approximately 7.3 acres of the City Property (“Leasehold Property”) more particularly described in Exhibit “B,” attached hereto and incorporated herein by reference, such acreage to be delivered AS-IS, WHERE-IS, WITH ALL FAULTS. 1.2 USE OF LEASEHOLD PROPERTY: The use of the Leasehold Property shall be restricted to the Project consisting of 100 garden-type units, built in a campus-like setting, consisting of five (5) three-story buildings, with unit sizes ranging from 550 square feet for a one- bedroom unit to 791 square feet for a two-bedroom unit, with the following unit and building amenities: Project Amenities Gym/Fitness Center Washer/Dryer Hookups (Family Computer Center Elevators Balconies Roof-Top Terrace & Gardens Energy-Efficient Appliances Controlled Access Library Trash Valet Service Gazebo/Pavilion Walking Trails Unit Amenities Open, loft-like kitchen Central air conditioning Energy efficient refrigerator, dishwasher and stove Climate-control ceiling fans* Built-in microwave Vertical blinds Generous cabinet space with pantry High-speed internet access available Ceramic tile floors 2. TERM 2.1 TERM: The term of this Lease is fifty (50) years (“Lease Term”), unless terminated or extended in accordance with the terms hereof, and the same shall commence on the Effective Date. Tenant shall have the option of extending the Lease Term for an additional Page 3 of 36 114347601.1 final revision 8/28/2017 twenty-five (25) years by giving written notice therefor not earlier than two (2) years, but not later than one (1) calendar year, from the date that the Lease Term would expire. In the event the Tenant exercises such option, the terms hereof shall continue in full force and effect. In the event that the Tenant does not exercise such option, time being of the essence thereof, the Tenant shall, instead, execute and deliver to the Landlord a release and termination agreement in substantially the same form as attached hereto and made a part hereof as Exhibit “C.” 2.2 EFFECTIVE DATE; EARLY TERMINATION: This Lease shall be effective on the date of full execution hereof (“Effective Date”). Notwithstanding the foregoing, the Tenant shall have the right for a period of one hundred and twenty (120) calendar days, after the expiration of the Inspection Period, to terminate the Lease, if the Tenant is unable to obtain the approvals required to construct and operate the Project on the Leasehold Property. 2.3 DUE DILIGENCE AND CONSTRUCTION 2.3(a). INSPECTION PERIOD: Tenant shall have until ninety (90) days after the Effective Date to cause one or more experts and consultants of its choice and at Tenant’s expense to (i) inspect the City Property and Leasehold Property and any documents related to the City Property and Leasehold Property, and (ii) examine, survey, obtain engineering inspections and otherwise do that which, in the opinion of Tenant, is necessary to determine the condition and value of the City Property and Leasehold Property for the construction and operation of the Project ( “Inspection Period”). If Tenant is dissatisfied with the results and findings of such inspections, for any reason or no reason, Tenant may terminate the Lease prior to or upon the expiration of the Inspection Period, in which event, Tenant shall forthwith execute and deliver to Landlord a written release in substantial conformity as set forth on Exhibit “C.” The failure or omission of the Tenant to terminate this Lease, in writing with notice to Landlord, within such time shall be deemed and shall be acceptance. The parties acknowledge an existing Covenant Agreement between the City and Miami Dade County pertaining to a water supply well for the property. 2.3(b) APPROVAL PERIOD: Tenant shall have one hundred twenty (120) calendar days after the expiration of the Inspection Period to seek the zoning, land use, , financing and other changes and approvals (including, at Tenant’s election, a change of the use or zoning classification of the Property) (collectively, together with any other consents or approvals sought by Tenant with respect to the Project, the “Approvals”) required or requested by Tenant to construct and operate the Project. If Tenant does not receive the Approvals, Tenant may terminate the Lease prior, before upon expiration of the Approval Period, in which event, Tenant shall forthwith execute and deliver to Landlord a written release in substantial conformity as set forth on Exhibit “C.” The failure or omission of the Tenant to terminate this Lease, in writing with notice to Landlord, within such time shall be deemed and shall be acceptance. 2.3(c) DEVELOPMENT PERIOD: Tenant shall have (__) eight hundred seventy calendar days (870) (29 calendar months) after the expiration of the Approval Period to develop the Project through the Final Certificate of Occupancy. The Development Period may be extended for good cause shown. For the purposes hereof a showing of “good cause” shall include the failure of the requisite governmental agencies to process bona fide, complete plans and specifications in a reasonable time, the failure of the applicable contractors to honor their respective contracts, the failure of any leasehold mortgagee to fund the Project without good Page 4 of 36 114347601.1 final revision 8/28/2017 cause and any Force Majeure acts or occurrences. In tandem, the Inspection Period, Approval Period and Development Period shall not exceed thirty-six (36) calendar months from the Effective Date. If the Tenant does not successfully complete the Development Period, as the same may be extended for good cause shown, the Tenant shall, upon demand of the Landlord, forthwith execute and deliver to the Landlord a written release in substantial conformity as set forth on Exhibit “C.” 3. RENT 3.1 BASE RENT: The initial rent on the Property (“Base Rent”), payable monthly, shall start as provided in Section 3.2 at Base Rent shall be ten $10.00 per month. Rent payments shall be made payable to the City of Miami Gardens in the form of a check or ACH payment. Checks shall be mailed to the City’s Department of Finance to the applicable notice mailing address identified in Section 4.16 herein. All of Tenant’s monetary obligations set forth in this Agreement are conditioned upon Tenant’s receipt of an accurate and executed W-9 Form from City. In addition to the Base Rent, and its further consideration hereunder, Tenant shall maintain the entirety of the City Property in a manner consistent with the protocols and standards set forth on Exhibit “D,” as contemplated in Section 5.3 hereof. 3.2 RENT COMMENCEMENT DATE: Tenant shall not be liable for payment of Base Rent until the earlier of eighteen (18) months from the Effective Date or final approval of the Project (including Tenant’s construction plans and any approvals as defined above in Section 2.3 sought by Tenant) and the issuance of a building permit to construct the Project. 3.3 AD VALOREM TAXES: In the event that the Leasehold Property shall at any time during the Term hereof be subject to assessment for ad valorem taxes, the same shall be deemed additional rent and shall be payable by the Tenant before the same become delinquent and in the event of a delinquency, the Tenant shall promptly pay the same, together with all penalties and interest thereon, all as provided in Section 5.5 hereof. 4. FINANCING 4.1 LEASEHOLD FINANCING: Tenant shall have the right to grant leasehold mortgages with the Landlord’s prior, specific consent. The interests of any leasehold mortgagees in the Leasehold Property shall be subordinate to the Landlord’s interest. 4.2 MORTGAGES: The following provisions shall control with respect to any Leasehold Mortgage. Landlord acknowledges and agrees that Tenant may encumber its leasehold interest in the Leasehold Property by a deed of trust or mortgage or other security instrument, subject to Section 4.1 hereof. 4.3 USE OF PROCEEDS: The proceeds of any loan secured by Leasehold Mortgage shall only be used for the acquisition, development, construction, repair, maintenance and replacement of the Project on the Leasehold Property and Improvements and for other related purposes. Page 5 of 36 114347601.1 final revision 8/28/2017 4.4 NOTICE AND SERVICE TO LEASEHOLD MORTGAGEE: Landlord shall mail to Leasehold Mortgagee who has given Landlord written notice of its name and address, a duplicate copy of any and all notices Landlord may, from time to time, give to or serve on Tenant pursuant to or relating to this Lease, including but not limited to any notice of default, notice of termination, or notice regarding any matter on which Landlord may predicate or claim a default. Any notices or other communications permitted by this or any other section of this Lease or by law to be served on or given to Leasehold Mortgagee by Landlord shall be deemed duly served on or given to Leasehold Mortgagee when deposited in the United State mail, first-class postage prepaid, addressed to Leasehold Mortgagee at the last mailing address for Leasehold Mortgagee furnished in writing by the Leasehold Mortgagee to Landlord. 4.5 EFFECT OF FAILURE TO GIVE NOTICES: Landlord's failure to provide notice to Leasehold Mortgagee shall not invalidate the Notice provided to Tenant. Notwithstanding any other provision in this Lease to the contrary, however, as between Landlord and Leasehold Mortgagee, no time period applicable to such Leasehold Mortgagee shall start to run, and no termination as to which Notice from Landlord to such Leasehold Mortgagee is required under this Lease shall occur, unless and until Landlord shall have given the appropriate notice to such Leasehold Mortgagee and the applicable cure periods shall have run. 4.6 NO MODIFICATION WITHOUT LEASEHOLD MORTGAGEE’S CONSENT: For as long as there is any Leasehold Mortgage in effect, Landlord and Tenant hereby expressly stipulate and agree that they will not materially modify this Lease in any way nor cancel this Lease by mutual agreement without the written consent of the Leasehold Mortgagee holding that Leasehold Mortgage. 4.7 RIGHT OF LEASE MORTGAGEE TO REALIZE ON SECURITY: Provided such rights are granted the Leasehold Mortgagee in any security interest evidencing the Leasehold Mortgage, the Leasehold Mortgagee shall have the right, at any time or during the Lease Term and the existence of the Leasehold Mortgage to: 4.7(a) Do any act or thing required of Tenant under this Lease, and any such act or thing done and performed by Leasehold Mortgagee shall be as effective to prevent a forfeiture of Tenant’s right’s under this Lease as if done by Tenant; or 4.7(b) Realize on the security in the leasehold estate created by this Lease (the “Leasehold Estate”) by foreclosure proceedings, accepting an assignment in lieu of foreclosure, or other remedy afforded in law or in equity or by the security instrument evidencing the Leasehold Mortgage, including without limitation, the appointment of a receiver, and to: (i) transfer, convey, or assign the title of Tenant to the Leasehold Estate to any purchaser at any foreclosure sale, whether the foreclosure sale is conducted pursuant to court order or pursuant to a power of sale contained in the security instrument evidencing the Leasehold Mortgage, or to an assignee pursuant to an assignment in lieu of foreclosure; and, (ii) acquire and succeed to the interest of Tenant under this Lease by virtue of any foreclosure sale, whether the foreclosure sale is conducted pursuant to a court order or pursuant to a power of sale contained in the security instrument evidencing such Leasehold Mortgage, or by virtue of any assignment in lieu of such foreclosure. ` Page 6 of 36 114347601.1 final revision 8/28/2017 4.8 LIMITATION OF LEASEHOLD MORTGAGEE RIGHTS TO PERFORM DEVELOPMENT OBLIGATIONS: The Leasehold Mortgagee or any person or entity acquiring the Leasehold Estate shall be liable to perform Tenant’s obligations under this Lease only during the period, if any, in which the entity or person has ownership of the Leasehold Estate or possession of the Leasehold Property. 4.9 RIGHT OF LEASEHOLD MORTGAGEE TO CURE DEFAULTS: For as long as there is in effect any Leasehold Mortgage, before Landlord may terminate this Lease because of any default under or breach of this Lease by Tenant, Landlord must give written notice of the default or breach to Leasehold Mortgagee and afford Leasehold Mortgagee the opportunity after service of the notice to cure the breach or default within the time periods set forth in Section 4.10. 4.10 ADDITIONAL TIME TO CURE, NON-CURABLE DEFAULT: Provided that all Base Rent and other monetary and non-monetary obligations of Tenant under this Lease shall be duly performed, the time periods set forth hereunder shall be extended as provided below in the following circumstances: 4.10(a) In those instances which reasonably require Leasehold Mortgagee to be in possession of the Leasehold Property to cure any default by Tenant, the time allowed an Leasehold Mortgagee to cure any such default by Tenant shall be deemed extended to include the period of time required by Leasehold Mortgagee to obtain such possession with due diligence; and 4.10(b) In those instances in which Leasehold Mortgagee is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding involving Tenant from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof, the time herein allowed an Leasehold Mortgagee to prosecute such foreclosure or other proceeding shall be extended to include the period of such prohibition; provided, however, that the time allowed to prosecute such foreclosure shall not extend beyond the end of the Lease term. 4.11 ASSIGNMENT ON FORECLOSURE: The assignment of the Leasehold Estate of Tenant pursuant to a foreclosure sale or pursuant to an assignment in lieu of foreclosure shall not require the prior written consent of Landlord. Leasehold Mortgagee shall give Landlord written notice of the pending transfer, including the name and address of the assignee and the effective date of the assignment. 4.12 ASSUMPTION BY ASSIGNMENT: Any person or entity acquiring the right, title and interest of Tenant’s Leasehold Estate under this Lease from the Leasehold Mortgagee or any person, firm or corporation claiming or deriving its interest through or under Leasehold Mortgagee, shall, as a condition precedent to the enjoyment of the Leasehold Estate, assume in writing the liability for the performance of the obligations imposed upon Tenant by the terms of this Lease. Upon this assumption, the Leasehold Mortgagee shall be released from all obligations under this Lease arising after the effective date of the release. Leasehold Mortgagee shall furnish Landlord with an executed copy of the instrument of assignment or transfer and a copy of the undertaking made under the foregoing provisions. Page 7 of 36 114347601.1 final revision 8/28/2017 5. GENERAL TERMS AND CONDITIONS 5.1. ACCESS, INGRESS & EGRESS: Tenant shall permit Landlord and its authorized representatives to enter the Property at all reasonable times (upon forty-eight (48) hours prior notice, except in the event of an emergency, in which no prior notice is required prior to entry) for the purposes of (i) serving or posting or keeping posted thereon notices required or permitted by Law, (ii) conducting periodic inspections, (iii) performing any work thereon required or permitted to be performed by Landlord pursuant to this Lease PROVIDED, HOWEVER, nothing set forth in this Lease shall be construed as authorizing Landlord to enter the Project without the consent of Tenant, except in the case of an emergency. Nothing in this Section or this Lease shall be construed to limit in any way the entry by Landlord onto the City Property or the Leasehold Property. if such entry is in conjunction with its normal municipal functions and duties such as police and fire department actions. 5.2 DUE DILIGENCE: Tenant shall be responsible for soil borings, surveys and any other similar or necessary tests, which may be required as a condition of construction and for all expenses related to its improvements, which may thereafter be constructed upon the Leasehold Property. 5.3 ADDITIONAL IN-KIND RENT; MAINTENANCE AND JANITORIAL SERVICES: 5.3(a) The Landlord intends to develop one or more senior-citizen facilities consisting of an auditorium, pavilions and associated improvements on City Property, less the Leasehold Property. As and for additional rent, within fifteen (15) calendar days after the issuance of the Temporary Certificate of Occupancy for the first of such improvements to the City Property, the Tenant shall undertake maintenance and janitorial services, including landscaping and maintenance of the improvements on the City Property. The Landlord shall notify the Tenant, in accordance with Section 9 hereof, of the issuance of the applicable certificates of occupancy. Such maintenance and janitorial services shall meet the standard in Miami-Dade County for Class A office space, on a daily basis, which services shall include landscaping, replacements, sanitary facility cleaning with appropriate “GREEN” cleaners and sanitizers, all in accordance with the protocols and standards set forth on Exhibit D, exterior and interior maintenance and services included 5.3(b) After the issuance of the Temporary Certificate of Occupancy for any part of the Project Improvements, Tenant shall likewise maintain such portion(s) of the Leasehold Property not under construction, in a good condition and state of repair and meet all governmental requirements imposed by all federal, state or local agencies, including all provisions relating to landscape maintenance. Tenant also agrees to provide maintenance for the property grounds including, but not limited to the Project, consistent with the standards set forth in Exhibit D. 5.3(c) Upon termination of this Lease, Tenant shall return the Leasehold Property with all improvements to the Landlord, reasonable wear and tear excepted. Tenant shall also, at such time, return all keys, access devices and other personal property belonging to Landlord, in Tenant’s possession, to Landlord. Tenant shall forthwith execute and deliver to Landlord a written release Page 8 of 36 114347601.1 final revision 8/28/2017 in substantial conformity to the maintenance of the entirety of the City Property in a manner consistent with the standards and protocols set forth on Exhibit “C.” 5.4. UTILITIES: Tenant shall install any and all utility connections required for the Project for Tenant’s use and enjoyment of the Leasehold Property, at its sole cost and expense. Tenant shall be solely liable for utility expenses relating to its use on the Leasehold Property. 5.5 TAXES: Tenant shall be responsible for making any necessary returns for and paying any and all ad valorem, tangible personal property and sales taxes separately levied upon or assessed against any portion of the Project, the lands thereof or improvements thereto, and all other fees and assessments attributable to the Project, within thirty (30) days of notice from the City. 5.6 NET LEASE: This Lease shall be an absolute “net-net” lease, and, except as set forth herein, Landlord shall not be required to make any payments of any kind whatsoever related to the Leasehold Property. 5.7 LIENS: Tenant shall keep the City Property and Leasehold Property free from any mechanics’ or material man’s liens arising out of any work performed, materials furnished or obligations incurred by or for Tenant during the Lease Term. Tenant shall, within thirty (30) days following the imposition of any such lien, cause the same to be released or recorded by payment or posting of a proper bond. Tenant agrees to indemnify, defend and hold harmless Landlord from any such lien from a party claiming by, through or under Tenant. No work, which Landlord permits Tenant to perform on the Leasehold Property, shall be deemed to be for the use and benefit of Landlord by reason of its consent to such work. Landlord shall have the right to post notices that it is not responsible for payment for any such work. In connection with any construction and improvement to the Leasehold Property, Tenant shall post a bond in accordance with Section 255.05(1)(g)(1), Florida Statutes. 5.8 TENANT IMPROVEMENTS AND SCHEDULE: Tenant acknowledges that the completion of the Project is a material consideration underlying this Lease, without the realization of which the Landlord would not make this Lease. In consideration thereof, the following constructions schedule shall control: 5.8(a) The Tenant will have obtained all Approvals as contemplated in Section 2.3(b) hereof and maintain the same within the time periods set forth therein; 5.8(b) Tenant shall complete within the Development Period contemplated in Section 2.3(c). 5.8(c) Tenant acknowledges that the Landlord shall establish, by resolution, a senior- citizens committee to provide oversight and coordination of the Tenant’s progress with regard to the construction of the Project, without assuming control over or responsibility for such construction, but in aid of coordination between the Landlord and Tenant. 5.9 TITLE TO IMPROVEMENTS: All Tenant's improvements will remain the property of Landlord. Page 9 of 36 114347601.1 final revision 8/28/2017 5.10 REMOVAL OF PERSONAL PROPERTY: After the expiration or other termination of this Lease, Tenant, within thirty (30) calendar days of the termination of this Lease, shall remove its personal property from the City Property and Leasehold Property. 6 WASTE/NUISANCE: Tenant will not commit or suffer to be committed, any waste or any nuisance on the City Property or Leasehold Property during the Lease Term, as the same may be extended. 7. SUBLETTING, ASSIGNMENT: Tenant shall not have the right to sublease or assign any of its rights hereunder without Landlord’s consent, which consent may be withheld in the Landlord’s absolute discretion. 8. LANDLORD’S COOPERATION: Landlord agrees to cooperate with Tenant and use diligent and continuous best efforts to assist and “fast track” the Project. Such assistance shall include helping the Tenant obtain any and all Approvals, both with respect to the initial construction of the Project and with respect to any additions to or expansion of the Project. 9. NOTICES: All notices, communications, demands, requests, consents, approvals and other instruments required or permitted to be given pursuant to this Lease shall be in writing, signed by the notifying party, or officer, agent or attorney of the notifying party, and will be deemed delivered if served personally, including but not limited to delivered upon electronic or standard postal-service mailing by registered or certified mail, or by a recognized courier service that provides proof of delivery, addressed to the party for whom it is intended and the remaining party, at the places last specified within ten (10) calendar days. The places and contacts for giving notice shall remain as such until they have been changed by written notice in compliance with the provisions of this section. For the time being, the Landlord and the Tenant designate the following respective places and contacts for giving of notice: TO LANDLORD: RENT PAYMENTS: City of Miami Gardens Attn: Craig Clay, Assistant City Manager 18605 NW 27th Avenue, 3rd Floor Miami Gardens, FL. 33056 With a Copy to: City of Miami Gardens Attn: Director, Finance Department 18605 NW 27th Avenue, 2nd Floor Miami Gardens, FL. 33056 ALL OTHER NOTICES: City of Miami Gardens Attn: Cameron Benson, City Manager Page 10 of 36 114347601.1 final revision 8/28/2017 18605 NW 27th Avenue Miami Gardens, FL. 33056 With Copy to: City of Miami Gardens Attn: Sonja K. Dickens, City Attorney, Office of the City Attorney 18605 NW 27th Avenue Miami Gardens, FL. 33056 TO TENANT: New Urban Development, LLC Attn: Oliver L. Gross 8500 NW 25th Avenue Miami, FL 33147 The address to which any notice, demand, or other writing may be delivered to any party as above provided may be changed by written notice given by the party as above provided. 10. TENANT INDEMNIFICATION: Tenant agrees to defend, indemnify, save and hold harmless the Landlord and its officers, agents and employees from any claim, demand, suit, loss, cost or expense for any damages which may be asserted, claimed or recovered against or from Landlord or its officers, agents, or employees by reason of any damage to property or personal injury, including death and which damage, injury or death arises out of or is connected with Tenant’s performance of this Lease and/or Tenant’s acts or omissions, except to the extent arising out of any act or omission of Landlord or any third party and its or their employees. This indemnification shall include any costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claims or the investigation thereof, including appeals. Nothing contained herein shall be deemed a waiver of sovereign immunity by the Landlord. 11. LANDLORD INDEMNIFICATION: The Landlord agrees to indemnify and hold harmless Tenant, to the extent of the monetary limitations included within Florida Statutes, Section 768.28, subject to the provisions in this act whereby the Landlord shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of $200,000, or any claim or judgment, or portions thereof, which, when totaled with all other claims or judgments paid by the Landlord arising out of the same incident or occurrence, exceeds the sum of $200,000 from any and all personal injury or property damage claims, liabilities, losses and causes of action which may arise as a result of the negligence of the Landlord. However, nothing herein shall be deemed to indemnify the Tenant from any liability or claim arising out of the Tenant’s negligent performance or failure of performance of the Tenant or as a result of the negligence of any unrelated third-party. 12. INSURANCE REQUIREMENTS: Tenant shall obtain and submit proof of insurance coverage as, the attached form and substance of which in Exhibit “E” herewith shall be required by the Landlord’s Risk Management Division during its tenancy. Tenant shall obtain Page 11 of 36 114347601.1 final revision 8/28/2017 Certificates of Insurance and endorsements reflecting evidence of the required insurance coverage as required by the Landlord and as detailed in Exhibit “E” incorporated by reference herein and shall annually provide updated Certificates of Insurance to the Landlord’s Risk Management Division upon expiration of the preceding coverages. These certificates shall contain a provision stating that coverages afforded under these policies will not be canceled until at least forty-five (45) days prior written notice has been given to the Landlord. Policies shall be issued by companies with an “AV-1” financial rating according to the “Best Key Rating Guide” which are authorized to do business under the laws of the State of Florida. Tenant shall name the Landlord as Additional Insured on each of the policies required herein, except Workers Compensation and Employer’s Liability. Any insurance required of Tenant pursuant to this Lease, must also be required by any contractor and subcontractor or sub-licensee in the same limits and with all requirements as provided herein, including naming the Landlord as an additional insured in any work which is subcontracted unless such subcontractor is covered by the protection afforded by the Tenant and provided proof of coverage is provided to the Landlord. The Tenant and any contractors or subcontractors or sub-licensee shall maintain such policies during the term of this Lease. Tenant shall not allow any contractor or subcontractor to commence work on his contract until all similar such insurance coverage required of the contractor has been obtained and approved. Tenant, its contractors, subcontractors and sub-licensees shall maintain throughout the term of this License their respective insurance policies, unless otherwise provided for under this Lease, until the termination of this Lease and until Tenant has restored the City Property and Leasehold Property to its previous condition, reasonable wear and tear excepted. 13. COMPLIANCE WITH LAWS: 13.1 COMPLIANCE WITH GENERAL LAW: From and after the Effective Date, Tenant will comply with all applicable statutes, laws, ordinances, rules, regulations, lawful orders and requirements of any federal, state, local government and of any other governmental authority or public body ensuing from Tenant’s use, occupancy or control of the Landlord’s Property including, but not limited to, permits and payment of assessments, fees, fines or liens. Tenant will obtain any necessary governmental licenses, permits, zoning approvals or authorizations required for the construction and use of Project and other structures on the Property and will furnish copies of same to Landlord as same are issued. 13.2 COMPLIANCE WITH SPECIAL ACTS: The Tenant shall operate and administer the Project consistent with the Fair Housing Act and the Americans With Disabilities Act, and the rules and regulations adopted in accordance therewith, so that at all times, in connection with such administration and operation, the same meets with the requirements of both the Fair Housing Act and the Americans With Disabilities Act. 14. HAZARDOUS WASTE: 14(a) The term "Hazardous Material(s)" will mean any substance, material, waste, gas or particulate matter which is regulated by the local governmental authority where the Property is located, the State in which the Property is located, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "hazardous material," "hazardous substance," "extremely hazardous waste," or restricted hazardous waste" under any provision of state or local law, (ii) petroleum, (iii) asbestos, (iv) Page 12 of 36 114347601.1 final revision 8/28/2017 polychlorinated biphenyl, (v) radioactive material, (vi) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. '1251 et seq. (33 U.S.C. '1317), (vii) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. '6901 et seq. (42 U.S.C. '6903), or (viii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act. 42 U.S.C. '9601 et Seq. (42) U.S.C. '9601). The term Environmental Laws will mean all statutes specifically described in the foregoing sentence and all applicable federal, state and local environmental health and safety statutes, ordinances, codes, rules, regulations, orders and decrees regulating, relating to or imposing liability or standards concerning or in connection with Hazardous Materials. 14(b) Landlord represents and warrants that, to the best of Landlord's knowledge, (i) the Property has not been used for the use, manufacturing, storage, discharge, release or disposal of hazardous waste, (ii) neither the Property nor any part thereof is in breach of any Environmental Laws, (iii) there are no underground storage tanks located on or under the Property, and (iv) the City and Leasehold Property is free of any Hazardous Materials that would trigger response or remedial action under any Environmental Laws or any existing common law theory based on nuisance or strict liability. If any such representation is in any manner breached during the term of this Agreement (collectively, a "Breach"), and if the Breach gives rise to or results in liability (including, but not limited to, a response action, remedial action or removal action) under any Environmental Laws or any existing common law theory based on nuisance or strict liability, or causes a significant effect on public health, Landlord will promptly take any and all remedial and removal action as required by law to clean up the City Property and Leasehold Property, mitigate exposure to liability arising from, and keep the City Property and Leasehold Property free of any lien imposed pursuant to, any Environmental Laws as a result of the Breach. 14(c) Landlord represents and warrants to Tenant that Landlord has received no notice that the property or any part thereof is, and, to the best of its knowledge and belief, no part of the Property is located within an area that has been designated by the Federal Emergency Management Agency, the Army Corps of Engineers or any other governmental body as being subject to special hazards. 14(d) The covenants of this Section will survive termination of this Lease and be enforceable and will continue in full force and effect for the benefit of Tenant and its subsequent transferees, successors and assigns, and will survive the term of this Lease and any renewal periods thereof. 15. GENERAL TERMINATION PROVISION 15(a) TERMINATION BY TENANT: Tenant shall be permitted to terminate this Lease in accordance with the provisions of Section 2.3 of this Lease. 15(b) TERMINATION BY LANDLORD: Landlord may terminate this Agreement, at its option, in the event of a material default by Tenant in the following circumstances; (i) failure to pay monthly Rent when due; (ii) failure to provide maintenance contemplated in Sub- Page 13 of 36 114347601.1 final revision 8/28/2017 sections 3.1 and 5.3(a) hereof, as more particularly described in Exhibit D; (iii) failure to provide applicable insurance coverage; (iv) damage to the Landlord’s Property; (v) non-payment of real property taxes, fines, assessments, liens or fees due and payable as a result of Tenant’s use and occupancy of the City Property or Leasehold Property; (vi) failure to comply with any governmental regulations or court order and in the event the default or failure is not cured within sixty (60) days after Tenant’s receipt of written notice of such default or failure or (vi) failure to meet any of the construction schedules established in Section 5.8 of this Lease. 15(c) RELEASE UPON TERMINATION: Upon the termination of this Lease, Tenant shall, within five (5) days thereof, execute and deliver to the Landlord a release in substantial conformity with Exhibit “C” hereof. 16. FORCE MAJEURE: If either party is delayed or hindered in or prevented from the performance of any act required under this Lease by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive laws (except as otherwise specifically provided herein), riots, insurrection, terrorist acts, war or other reason beyond the reasonable control of and not the fault of the party delayed in performing the work or doing the acts required under the terms of this Lease (collectively, “Force Majeure”), then performance of such act shall be excused for the period of the delay, and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. The provisions of this Section shall not (i) operate to excuse Tenant from prompt payment of Rent or any other payment required by Tenant under the terms of this Lease, or (ii) be applicable to delays resulting from the inability of a party to obtain financing or to proceed with its obligations under this Lease because of a lack of funds. 17. DAMAGE AND NO DUTY TO RESTORE: In the event of casualty to the Leasehold Property or the Improvements thereon, all of Tenant's obligations under this Lease, including without limitation the obligation to pay Rent, Additional Rent, and impositions, as well as maintenance and janitorial obligations and shall continue as provided for in this Lease. There shall be no abatement or reimbursement of Rent on account of any casualty. Tenant shall not have an obligation to repair, rebuild, or restore improvements damaged by a casualty. Nevertheless, if (a) a casualty occurs which materially damages the Improvements on the Leasehold Property, (b) Tenant elects, in a written notice to Landlord, not to rebuild or repair such Improvements, and (c) Landlord provides written notice to Tenant requesting the demolition of the above-ground Improvements then located on the Leasehold Property, which notice shall be given in Landlord’s absolute discretion, then Tenant shall have the affirmative obligation to demolish all above-ground Improvements then located on the Leasehold Property and to remove all debris consequent thereto. The term “above-ground Improvements” shall mean and refer to all foundations, walls, supporting structures, stanchions, poles, framework and other structural systems, including any utility apparatus connected thereto or associated therewith, but the same shall not include any below- ground infrastructure such as, but not limited to, water, sewer or gas lines or structures, electrical transformers or conduits or other below-grade utilities. All of such demolition shall be pursuant to duly issued permits under the Florida Building Code and other applicable rules and regulations from all applicable governmental authorities, paid in advance with the costs associated therewith borne by Tenant. Subject to Tenant’s receipt of applicable demolition permits, such demolition shall be commenced within thirty (30) days of the Landlord’s notice, and the same shall be Page 14 of 36 114347601.1 final revision 8/28/2017 prosecuted with reasonable dispatch to the close-out of such permit(s), as measured by the standards then applicable in Miami-Dade County, Florida. 18. PREFERENCE FOR CITY OF MIAMI GARDENS RESIDENTS: Tenant shall give the first-preference to bona fide residents of the City of Miami Gardens with respect to the occupancy of the residential units comprising the Project. The bona-fides of an application for residency in the Project shall be evidenced by, among other things, driver’s license, photo identification issued by a law enforcement agency of the State of Florida or Miami-Dade County, utility invoices and such other evidence as shall verify that the applicant has been a resident of the City of Miami Gardens for a period of, at least, six (6) months prior to the date of the application for residency in the Project. 19. CELL TOWER SITE: Consistent with the City of Miami Gardens Code of Ordinances, and State law, Tenant, after the Effective Date of this Agreement, may take such steps as shall be necessary and appropriate to provide for the establishment of a cell tower and improvements necessary to support the cell tower site, subject to the review and approval of Landlord, with the goal of leasing the same to a commercial operator for fair value the proceeds of which shall be shared between Landlord and Tenant, as followings: a. Tenant shall employ commercially reasonable efforts to secure a qualified operator for the Cell Tower Site. b. Tenant shall remit the first twenty five thousand ($25,000.00) of net revenues received from the operator(s) during each annual lease year or reporting period, to the Landlord. The Funds shall be used to provide for Senior Services at the location and adjoining Senior Center. 20. BILLBOARD: Consistent with the City of Miami Gardens Code of Ordinances and applicable State law, Tenant shall have the right to erect two (2) billboards. One (1) billboard shall be on the site that is the subject of this Lease. Tenant shall enter a Billboard Agreement approved by Landlord, which shall have the following provisions: a. Tenant shall use commercially reasonable efforts to secure a billboard operator for the Billboard. b. The parties understand and acknowledge that Tenant will be the licensee of the billboard. c. Tenant shall remit the first twenty five thousand ($25,000.00) of net revenues received from the operator(s) during each annual lease year or reporting period, to the Landlord. If applicable, the other billboard shall be on a site that meets the requirements of the City’s Code of Ordinances and State law. MISCELLANEOUS 21. FIRST SOURCE HIRING: In light of City of Miami Gardens Ordinance No. 2010-27-235, in advance of opening the multi-family residential homes for elderly, (etc.) facility Page 15 of 36 114347601.1 final revision 8/28/2017 to the public, The Urban League of Greater Miami/NUD, LLC human resources team shall conduct such recruiting activities in the City of Miami Gardens as it deems necessary or appropriate, including holding one or more local information sessions or job fairs. In light of City of Miami Gardens Business and Resident Economic Growth Plan (CMG-BREP) – Ordinance No. 2015—6- 341, as part of the process of constructing the multi-family residential homes for elderly (etc.) facility, The Urban League of Greater Miami/NUD, LLC construction team will consider any bids submitted by subcontractors and other service or material providers based in the City of Miami Gardens to the extent they deem appropriate. Tenant agrees to use Career Source, Job Corps or another designated job referral agency of its choice in Miami Gardens as a first source referral source to fill jobs created at The Urban League of Greater Miami/NUD, LLC proposed facility in Miami Gardens. Prior to hiring to fill each vacancy arising under the Tenant’s Lease, Tenant shall first notify the referral agency of its choice of the vacancy and list the vacancy with the referral agency. The listing shall contain a detailed description of the job responsibilities and qualifications, and be posted during the three (3) to five (5) day period following notification to the referral agency of employment availability (“Referral Period”). The referral agency shall provide a list of qualified candidates, if such candidates are available, to Tenant within twenty-four (24) hours of receiving notice of vacancy. Thereafter, Tenant shall (a) review the resumes and qualifications of the candidates, and (b) make a good faith effort as determined by the City of Miami Gardens, to fill a minimum of fifty percent (50%) of its employment needs under the Tenant’s Lease from the first source register. Notwithstanding the foregoing, if after the Referral Period a suitable employee is not found from Career Source or another local referral agency, the Tenant is free to fill its vacancies from other sources. A good faith effort to employ candidates from the referral agency shall constitute, at a minimum, evaluating the qualification of such candidates, and conducting interviews with those candidates who satisfy the minimum competency requirements. The Tenant is not required to hire any individual candidate referred. However, Tenant shall not commit to fill vacancies in any other manner until after the end of the Referral Period, unless the referral agency notifies the Tenant in writing prior to the end of the Referral Period that qualified candidates are not available in sufficient numbers to fill the vacancies. Upon such notification, the Tenant may immediately fill vacancies using other sources. 22. ANTI-TERRORISM LAWS AND PROHIBITED PERSONS: Adherence to the provisions of Uniting and Strengthening America by providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, HR3162, Public Law 107-56 (“USA Patriot Act”) and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001, together with the regulations promulgated pursuant there to (collectively, “Anti-Terrorism Laws”), including, without limitation, persons and entities named in the Office of Foreign Asset Control specially designated nationals and blocked persons list (collectively, in “Prohibited Persons”). 23. PROHIBITED PERSONS 23(a) Tenant is not, and shall not during the term of this Lease become, a person or entity with whom Landlord is restricted from doing business under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, H. R. 3162, Public Law 107-56 (commonly known as the “USA Patriot Page 16 of 36 114347601.1 final revision 8/28/2017 Act”) and Executive Order Number 13224 on Terrorism Financing, effective September 24, 2001 and regulations promulgated pursuant thereto (collectively, “Anti-Terrorism Laws”), including without limitation persons and entities named on the Office of Foreign Asset Control Specially Designated Nationals and Blocked Persons List (collectively, “Prohibited Persons”). 23(b) To the best of its knowledge, Tenant is not currently engaged in any transactions or dealings, or otherwise associated with, any Prohibited Persons in connection with the use or occupancy of the Property. Tenant will not, during the Term of this Lease, engage in any transactions or dealings, or be otherwise associated with, any Prohibited Persons in connection with the use or occupancy of the Property. 23(c) Tenant's breach of any representation or covenant set forth in this Section shall constitute an Event of Default, entitling Landlord to any and all remedies hereunder, or at law or in equity. 23(d) To the best of its knowledge, Landlord is not currently engaged in any transactions or dealings, or otherwise associated with, any Prohibited Persons in connection with the use or occupancy of the Property. Tenant will not, during the Term, engage in any transactions or dealings, or be otherwise associated with, any Prohibited Persons in connection with the use or occupancy of the Property. 23(e) Owner's breach of any representation or covenant set forth in this Section shall constitute an Event of Default, entitling Tenant to any and all remedies hereunder, or at law or in equity. 24. TENANT’S RIGHTS: Tenant agrees to never claim any interest or estate of any kind or extent whatsoever to or in the Leasehold Property by virtue of this Lease or the occupancy or use hereunder, except as specifically provided in this Lease. Tenant’s use of the Leasehold Property shall always be subordinate to Landlord’s rights to and in the Property. Landlord hereby reserves the right to enter upon the Leasehold Property at any time and for any purposes and Tenant shall notify its employees, agents, contractors, subcontractors, Tenants and invitees accordingly. Landlord, its employees and contractors are not and shall not be responsible or liable for any injury, damage or loss to Tenant resulting from Landlord’s use of the Leasehold Property, unless caused by Landlord’s negligence or misconduct, in which Landlord’s liability shall be limited in accordance with the limits set forth in Fla. Stats. 768.28. 25. PROHIBITION AGAINST CONTINGENCY FEES: Tenant warrants that it has no employees or retained any Tenant or person, other than a bona fide employee working solely for Tenant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person(s), Tenant, corporation, individual or firm, other than a bona fide employee working solely for Tenant, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Lease. 26. CONFLICT OF INTEREST: Tenant agrees to adhere to and be governed by the Miami-Dade County Conflict of Interest Ordinance Section 2-11.11, as amended, which is Page 17 of 36 114347601.1 final revision 8/28/2017 incorporated by reference herein as if fully set forth herein, in connection with this Lease conditions hereunder. 27. DISPUTES: In the event of any dispute arising out of this Lease, the Parties hereby agree that, prior to the institution of any legal proceedings in any court, that such dispute be first submitted to mediation in Miami-Dade County utilizing the services of a mediator, with mutual selection and with shared expenses as to the reasonable fees for any arbitrator. The mediation conference in such event shall occur within forty-five (45) days of the date in which a party notifies another party of his/her/its desire to mediate any matter or issue. The Parties agree to participate in such mediation in good faith; however, in the event that resolution of such dispute is not reached within forty-five (45) days of the mediation or the Parties thereto do not otherwise agree to a continuance or an adjournment of such mediation proceedings, then any party to such dispute shall thereafter be free to seek appropriate legal or equitable remedies. In the event that legal proceedings are instituted to enforce or to interpret the terms of this Lease the parties hereby irrevocably waive their right to a trial by jury as to such issues. This jury trial waiver shall in all respects survive the termination of this Agreement. Nothing set forth in this paragraph shall prevent either party from seeking immediate injunctive relief in a court of competent jurisdiction. 28. PREVAILING PARTY IN LITIGATION ENTITLED TO ATTORNEYS' FEES: Should any dispute arise hereunder, the Landlord shall be entitled to recover against the Tenant all costs, expenses, paralegal fees and attorney’s fees incurred by the Landlord in such dispute, whether or not suit be brought, and such right shall include all of such costs, expenses and attorney’s fees through all appeals or other actions. 29. COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAWS: To the extent required by law, Tenant shall comply with the public records laws in accordance with Chapter 119, Florida Statutes. Specifically, Tenant agrees to comply with Section 119.0701, Florida Statutes. Public records shall mean all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business by any agency, as defined in Section 119.011, Florida Statutes, as amended. The Landlord shall make the sole determination of which records, if any, are exempt from inspection. To the extent required by law, Tenant shall comply with the public records laws in accordance with Chapter 119, Florida Statutes. Specifically, Tenant agrees to comply with Section 119.0701, Florida Statutes. Public records shall mean all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business by any agency, as defined in Section 119.011, Florida Statutes, as amended. The Landlord shall make the sole determination of which records, if any, are exempt from inspection. Further, as pursuant to Section 119.0701, Florida Statutes, Tenant agrees to maintain the records until the completion of the contract. IF THE TENANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE TENANT’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 18605 Northwest 27th Avenue, Miami Gardens, Florida 33056. Page 18 of 36 114347601.1 final revision 8/28/2017 30. BINDING EFFECT: All of the terms and provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto, their respective assigns, successors, legal representatives, heirs and beneficiaries, as applicable. 31. CONSTRUCTION: This Lease and the terms hereof shall be construed in accordance with the laws of the State of Florida and venue for all actions shall lie in a court of competent jurisdiction in Miami-Dade County, Florida. 32. CAPTIONS AND PARAGRAPH HEADINGS: Captions and paragraph headings contained in this Lease are for convenience and reference only and in no way define, describe, extend r limit the scope and intent of this Agreement, nor the intent of any provisions hereof. 33. EXHIBITS ARE INCLUSIONARY: All exhibits attached hereto or mentioned herein which contain additional terms shall be deemed incorporated herein by reference. Typewritten or handwritten provisions inserted in this form or attached hereto shall control all printed provisions in conflict therewith. 34. TIME OF ESSENCE: Time is of the essence of Landlord's and Tenant's obligations under this Lease. 35. REAL ESTATE BROKER: Landlord represents and warrants that Landlord has not signed a listing agreement, dealt with or otherwise agreed to pay a broker's commission, finder's fee or other like compensation to anyone in connection with this Lease of the Leasehold Property or the transaction contemplated by this Lease. 36. WAIVER OF PERFORMANCE AND DISPUTES: One or more waivers of any covenant, term or condition of this Lease by either party shall not be construed as a waiver of a subsequent breach of the same or any other covenant, term or condition, nor shall any delay or omission by either party to seek a remedy for any breach of this Lease or to exercise a right accruing to such party by reason of such breach be deemed a waiver by such party of its remedies or rights with respect to such breach. The consent or approval by either party to or of any act by the other party requiring such consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any similar act. 37. AMENDMENTS TO LEASE: The terms, covenants and conditions hereof may not be changed orally, but only by an instrument in writing signed by the party against whom enforcement of the amendment, change or discharge is sought, or by such party’s agent. Any amendments to this Lease are subject to written approval by the City Manager or his/her designee and the City Council. 38. RULES OF CONSTRUCTION: The following rules of construction shall be applicable for all purposes of this Lease, unless the context otherwise requires: (a) The terms “hereby,” “hereof,” “hereto,” “herein,” “hereunder” and any similar terms shall refer to this Lease, and the term “hereafter” shall mean after, and the term “heretofore” shall mean before, the date of this Lease. Page 19 of 36 114347601.1 final revision 8/28/2017 (b) Words of the masculine, feminine or neuter gender shall mean and include the correlative words of the other genders and words importing the singular number shall mean and include the plural number and vice versa. (c) The terms “include,” “including” and similar terms shall be construed as if followed by the phrase “without being limited to.” 39. INTERPRETATION; JOINT PREPARATION: It is hereby mutually acknowledged and agreed that the provisions of this Lease have been fully negotiated between Parties of comparable bargaining power with the assistance of counsel and shall be applied according to the normal meaning and tenor thereof without regard to the general rule that contractual provisions are to be construed narrowly against the party that drafted the same or any similar rule of construction. The preparation of this Lease and its counsel have reviewed and had the option to revise this Lease. The normal rule has been a joint effort of the parties, and the resulting document shall not, solely as a matter of judicial construction to the effect that any ambiguities are to, be resolved or construed more severely against the drafting party will not be employed in the interpretation of this one of the parties than the other. It is the parties’ further intention that this Lease be construed liberally to achieve its intent. 40. SEVERABILITY: If any provisions of this Lease are determined to be invalid by a court of competent jurisdiction, the balance of this Lease shall remain in full force and effect, and such invalid provision shall be construed or reformed by such court in order to give the maximum permissible effect to the intention of the Parties as expressed therein. 41. FURTHER ASSURANCES: Each of the Parties hereto shall execute and provide all additional documents and other assurances that are reasonably necessary to carry out and give effect to the intent of the Parties reflected in this Lease. 42. AUTHORITY: The persons executing this Lease on behalf of Tenant and Landlord covenant and warrant to the other party that (a) they are duly authorized to execute this Lease on behalf of the party for whom they are acting, and (b) the execution of this Lease has been duly authorized by the party for whom they are acting. 43. NON-DISCRIMINATION: Tenant covenants for itself, its heirs, executors, administrators and assigns and all persons claiming under or through them and this Lease, that there shall be no discrimination against or segregation of any person or group of persons on account of age, race, color, religion, creed, sex, gender identity, gender expression, sexual orientation, marital status, ancestry, national origin, AIDS or AIDS-related complex, or disability in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property nor shall Tenant or any person claiming under or through Tenant establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of Tenant, lessees, subtenants, sublessees, or vendees at the Leasehold Property. Tenant shall ensure that language substantially similar to the above is incorporated into any leases, subleases or assignments. The parties acknowledge that with respect to discrimination Page 20 of 36 114347601.1 final revision 8/28/2017 based upon age the terms of the Fair Housing Act will control regarding the 55 and older housing component. 44. COUNTERPARTS: This Lease may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. 45. DATE OF LEASE: The Parties acknowledge that certain obligations of Landlord and Tenant are to be performed within certain specified periods of time, which are determined by reference to the date of execution of this Lease. The Parties, therefore, agree that wherever the term "date of execution of this Lease," or words of similar import are used herein, they will mean the date upon which this Lease has been duly executed by Landlord and Tenant whichever is the later to so execute this Lease. The Parties further agree to specify the date on which they execute this Lease beneath their respective signatures in the space provided and warrant and represent to the other that such a date is in fact the date on which each duly executed his name. 46. ENTIRE AGREEMENT: No statements, representations, warranties, either written or oral, from whatever source arising, except as expressly stated in this Lease, shall have any legal validity between the parties or be binding upon any of them. The parties acknowledge that this Lease contains the entire understanding and agreement of the parties. No modifications hereof shall be effective unless made in writing and executed by the parties hereto with the same formalities as this Lease is executed. [SIGNATURES TO FOLLOW] Page 21 of 36 114347601.1 final revision 8/28/2017 IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement on the last day and year specified below. CITY OF MIAMI GARDENS NEW URBAN DEVELOPMENT LLC LANDLORD OF MIAMI By:___________________________ By: CAMERON BENSON, CITY MANAGER C i CHIEF EXECUTIVE OFFICER Date:__________________________ Date:__________________________ ATTESTED BY: ______________________________ RONETTA TAYLOR CITY CLERK APPROVED AS TO FORM: SONJA DICKENS CITY ATTORNEY CORPORATE SEAL Page 22 of 36 114347601.1 final revision 8/28/2017 EXHIBIT “A” SKETCH OF PROPERTY (Sketch/Survey of the Property within the Property) Page 23 of 36 114347601.1 final revision 8/28/2017 EXHIBIT “B” SURVEY WITH LEGAL DESCRIPTION OF LEASEHOLD ESTATE Page 24 of 36 114347601.1 final revision 8/28/2017 Page 25 of 36 114347601.1 final revision 8/28/2017 Page 26 of 36 114347601.1 final revision 8/28/2017 EXHIBIT “C” RELEASE AND TERMINATION AGREEMENT THIS AGREEMENT is made as of the ___ day of _____, 20__, by and between the City of Miami Gardens, a municipal corporation having an office at 18605 NW 27th Avenue, Miami Gardens, Florida 33056, (hereinafter “City” or Landlord” and New Urban Development LLC or its assignee, having an office at 8500 NW 25th Avenue, Miami, FL 33147 (hereinafter “Tenant”). W I T N E S S E T H: WHEREAS, Landlord and Tenant entered into a Lease Agreement, as of the __ day of ___, 20__, having an Effective Date of __ 20__, and WHEREAS, pursuant to Paragraph __, of the Lease Agreement the same is deemed terminated. FOR AND IN CONSIDERATION AND IN HONOR OF THE FULFILLMENT OF ITS OBLIGATIONS under the Lease Agreement, the Tenant agrees as follows: 1. INCORPORATION OF REPRESENTATIONS: The foregoing representations made in the preamble WHEREAS paragraphs hereto are hereby deemed true and correct and the same are hereby incorporated herein, as if set forth verbatim. 2. RELEASE AND TERMINATION: Effective with the execution and delivery hereof, Tenant for itself and on behalf of its respective affiliates, officers, members, stockholders, employees, advisors, heirs, representatives and each of their respective successors and assigns, hereby remises, releases, acquits, satisfies and forever discharges any interest which it had, has or may have in the Property described upon Exhibit “B” of the Lease Agreement and in the Lease itself and, without limiting the generality of the foregoing, hereby releases any and all claims, rights and causes of action, of any type or kind whatsoever, which were or could have been raised in connection with the Lease Agreement. 3. AUTHORITY: Each person signing this Lease Agreement on behalf of New Urban Development LLC represents and warrants that he or she has full power and authority to enter into this Release and Termination Agreement to fully, completely and finally discharge any interest said New Urban Development LLC may have had in such Lease Agreement. 4. CONSTRUCTION: This Agreement and the terms hereof shall be construed in accordance with the laws of the State of Florida, and venue for all actions in a court of competent jurisdiction shall lie in Miami-Dade County, Florida. 5. THIS RELEASE AND TERMINATION AGREEMENT, This Agreement may be executed in several counterparts; however, each of said counterparts shall be Page 27 of 36 114347601.1 final revision 8/28/2017 deemed an original, and said counterparts shall constitute but one in the same instrument which may be sufficiently evidenced by one counterpart. Facsimile and PDF signatures are acceptable and deemed admissible as evidence, notwithstanding any authentication requirements of the applicable rules of evidence. While this Release and Termination Agreement may be executed on various dates and in different locations, the effective date of this instrument is set forth above. IN WITNESS WHEREOF, the parties have made this Agreement on the date first above written. NEW URBAN DEVELOPMENT LLC LANDLORD OF MIAMI By:__________________________ CHIEF EXECUTIVE OFFICER C i Date:________________________ CORPORATE SEAL Page 28 of 36 114347601.1 final revision 8/28/2017 EXHIBIT “D” MAINTENANCE STANDARDS Building Maintenance A. General 1. The Developer shall be responsible to furnish all labor, equipment, and supplies to perform building maintenance on all facilities on the property. 2. All residential building(s) shall be maintained to include but not limited to structural, mechanical, plumbing and electrical. B. Structure 1. All structures on the property shall be maintained structurally safe and sound and in good repair. Exterior steps and walkways shall be maintained free of unsafe obstructions or hazardous conditions. 2. The supporting structural members in every dwelling shall be maintained structurally sound, showing no evidence of deterioration or decay which would substantially impair their ability to carry imposed loads. C. Roof 1. The roof shall be structurally sound, tight, and have no defects which might admit rain. Roof drainage shall be adequate to prevent rainwater from causing dampness in the walls or interior portion of the building and shall channel rainwater in an approved manner to an approved point of disposal. D. Exterior Walls and Exposed Surfaces 1. Every exterior wall and weather-exposed exterior surface or attachment shall be free of holes, breaks, loose or rotting boards or timbers and any other conditions which might admit rain or dampness to the interior portions of the walls or the occupied spaces of the building. 2. All exterior wood surfaces shall be made substantially impervious to the adverse effects of weather by periodic application of an approved protective coating of weather-resistant preservative, and be maintained in good condition. Wood used in construction of permanent structures and located nearer than six inches to earth shall be treated wood or wood having a natural resistance to decay. 3. Exterior metal surfaces shall be protected from rust and corrosion. 4. Every section of exterior brick, stone, masonry, or other veneer shall be maintained structurally sound and be adequately supported and tied back to its supporting structure. E. Stairs, Balconies, and Porches 1. Every stair, porch, and attachment to stairs or porches and balconies shall be so constructed as to be safe to use and capable of supporting the loads to which it is subjected and shall be kept in sound condition and good repair, including Page 29 of 36 114347601.1 final revision 8/28/2017 replacement as necessary of flooring, treads, risers, and stringers that evidence excessive wear and are broken, warped, or loose. F. Handrails and Guardrails - Every handrail and guardrail shall be firmly fastened, and shall be maintained in good condition, capable of supporting the loads to which it is subjected, and meet the following requirements: 1. Handrails and guardrails required by building codes at the time of construction shall be maintained or, if removed, shall be replaced. G. Windows 1. Every window required for ventilation or emergency escape shall be capable of being easily opened and held open by window hardware. Any installed storm windows on windows required for emergency escape must be easily openable from the inside. 2. Every window shall be substantially weather-tight, shall be kept in sound condition and repair for its intended use, and shall comply with the following: a. Every window sash shall be fully supplied with glass windowpanes or an approved substitute without open cracks and holes. b. Every window sash shall be in good condition and fit weather-tight within its frames. c. Every window frame shall be maintained in relation to the adjacent wall construction so as to exclude rain as completely as possible and to substantially exclude wind from entering the dwelling. H. Doors 1. Every exterior door shall comply with the following: a. Every exterior door, door hinge, door lock, and strike plate shall be maintained in good condition. b. Every exterior door, when closed, shall fit reasonably well within its frame and be weather-tight. c. Every doorframe shall be constructed and maintained in relation to the adjacent wall construction so as to exclude rain as completely as possible, and to substantially exclude wind from entering the dwelling. d. Every interior door and doorframe shall be maintained in a sound condition for its intended purpose with the door fitting within the doorframe. I. Interior Walls, Floors, and Ceilings 1. Every interior wall, floor, ceiling, and cabinet shall be maintained in a clean, sanitary, safe, and structurally sound condition, free of large holes and serious cracks, loose plaster or wallpaper, flaking or scaling paint. J. Interior Dampness Page 30 of 36 114347601.1 final revision 8/28/2017 1. Every dwelling, including basements, and crawl spaces shall be maintained reasonably free from dampness to prevent conditions conducive to decay, mold growth, or deterioration of the structure. K. Insect and Rodent 1. Every dwelling shall be kept free from insect and rodent infestation, and where insects and rodents are found, they shall be promptly exterminated. After extermination, proper precautions shall be taken to prevent re-infestation. L. Cleanliness and Sanitation 1. All exterior property areas shall be maintained in a clean and sanitary condition free from any accumulation of rubbish or garbage. All household garbage shall be stored in receptacles which are free from holes and covered with tight fitting lids. 2. The developer shall provide for each dwelling unit, or subscribe for service of collection of garbage and rubbish. Receptacles must be of sufficient capacity to prevent the overflow of garbage and rubbish to include recycling service. M. Plumbing 1. All required sinks, lavatory basins, bathtubs and showers shall be supplied with both hot and cold running water. Every dwelling unit shall be supplied with water heating facilities which are installed in an approved manner, properly maintained, and properly connected with hot water lines to all required sinks, lavatory basins, bathtubs and showers. Water heating facilities shall be capable of heating water enough to permit an adequate amount of water to be drawn at every required. 2. In every dwelling all plumbing or plumbing fixtures shall be: a. Properly maintained in good working order; b. Kept free from obstructions, leaks, and defects; c. Capable of performing the function for which they are designed; and d. Installed and maintained so as to prevent structural deterioration or health hazards. N. Heating Equipment 1. All heating equipment, including that used for cooking, water heating, dwelling heat, and clothes drying shall be: A. Properly maintained in safe condition and good working order; B. Free from leaks and obstructions and kept functioning properly so as to be free from fire, health, and accident hazards; and C. Capable of performing the function for which they are designed. D. Portable heating devices may not be used to meet the dwelling heat requirements. O. Electrical System, Outlets, and Lighting 1. All buildings used for residential purposes shall be connected to an approved source of electric power. Every electric outlet and fixture shall be maintained and safely connected to an approved electrical system. The electrical system shall not Page 31 of 36 114347601.1 final revision 8/28/2017 constitute a hazard to the occupants of the building by reason of inadequate service, improper fusing, improper wiring or installation, deterioration or damage, lack of access to a dwelling unit’s breaker or disconnect switch or similar reasons. 2. Every public hallway, corridor, and stairway in the building(s) shall be adequately lighted at all times at principal points such as angles and intersections of corridors and passageways, stairways, landings of stairways, landings of stairs and exit doorways. 3. All electrical repairs and installations shall be made in accordance with all Electrical Regulations. P. Emergency Exits 1. Required exit doors and other exits shall be free of encumbrances or obstructions that block access to the exit. 2. All doorways, windows and any device used in connection with the means of escape shall be maintained in good working order and repair. 3. In addition to other exit requirements, in hotels and apartment houses: 4. Where doors to stair enclosures are required by City code to be self-closing, the self-closing device shall be maintained in good working order and it shall be unlawful to wedge or prop the doors open. 5. Every dwelling shall have directional signs in place, visible throughout common passageways that indicate the way to exit doors and fire escapes. Emergency exit doors and windows shall be clearly labeled for their intended use. Q. Fire Alarms and Smoke Detectors 1. Smoke detectors sensing visible or invisible particles of combustions or alarms shall be required in all buildings where a room or area therein is designated for sleeping purposes either as a primary use or use on a casual basis. Smoke detectors or alarms shall be installed in each sleeping room or area, in the immediate vicinity of the sleeping rooms and on each additional story of the dwelling. All detectors or alarms shall be approved, shall be installed in accordance with the manufacturer’s instructions, shall plainly identify the testing agency that inspected or approved the device, and shall be operable. R. Hazardous Materials 1. When paint is applied to any surface of a residential structure, it shall be lead-free. 2. The dwellings shall be free of dangerous levels of hazardous materials, contamination by toxic chemicals, or other circumstances that would render the property unsafe. Where a governmental agency authorized by law to make the determination has verified that a property is unfit for use due to hazardous conditions on the property, the property shall be in violation of this agreement. Any such property shall remain in violation of this agreement until such time as the agency has approved the abatement of the hazardous conditions. Page 32 of 36 114347601.1 final revision 8/28/2017 3. No dwelling or storage rooms shall be used as a place for the storage and handling of highly combustible or explosive materials or any articles which may be dangerous or detrimental to life or health. No dwellings shall be used for the storage of paints, varnishes or oils used in the making of paints and varnishes, except as needed to maintain the dwelling. 4. All dwellings shall be kept free of friable asbestos. Grounds Maintenance A. The Tenant shall be responsible for maintaining the entire site and perform the maintenance, furnish all labor, equipment, and supplies for the mowing, trimming, cleanup, and plant bed maintenance services for the entire City properties(include but not limited to existing/future facilities, site amenities, concrete and/or asphalt surfaces, sidewalks, curbs and gutters, driveways, walls, fences, maintenance easements, and right of way adjacent to the property. S. The Tenant must provide responsible and qualified personnel. T. This work includes any and all maintenance and care. The Tenant shall accomplish all lawn maintenance required under the contract. All work shall be completed in a continuous manner, whereby the mowing, edging, trimming, etc., be completed before leaving the job site. B. The Tenant must notify the City representative of their work schedule, to allow for inspection of maintenance work as needed. C. Prior to any mowing, remove litter from all the property. At no time shall any litter be mowed over. D. FINE CUT MOWING – All lawn areas shall be mowed every two week throughout the growing season, unless otherwise directed by the City representative. Areas to be mowed will be maintained at a height of three (3”). Grass will be cut as needed or when it is one inch (1”) higher than the specified height. Grass next to light poles, trees, any permanent objects etc., shall be mechanically trimmed to the same height as specified above at the time of each mowing. All grass clippings and debris, shall be removed from the sidewalks, parking lots, and streets etc. at the time cutting takes place. 1. Lawn mower blades shall be clean and kept sharp and well-adjusted to provide a clean cut. Cutting grass too closely (scalping) shall be avoided. Mowing patterns shall be changed regularly to avoid rutting. Use small mowers for difficult or tight areas where larger commercial mowing units cannot maneuver. Mowing shall be done optimally when the grass is dry, however, mowing wet turf is acceptable. Bagging is not required, and grass clippings may be left on the grass providing no readily visible clumps remain on the grass surface after mowing. If clippings are excessive or diseased, they shall be removed after mowing to enhance overall turf appearance and to prevent matting, clumping and thatch buildup. In the case of fungal disease Page 33 of 36 114347601.1 final revision 8/28/2017 outbreaks, clippings will be collected and disposed off-site until the disease is controlled. 2. The final appearance after mowing shall present a neat appearance. Care shall be taken with mowing equipment to avoid obstructions and damages to trees, shrubs, utility boxes, signage, buildings, sprinkler heads, etc., and the Tenant shall be responsible for damage caused by its operations. 3. The Tenant shall be responsible for damage to any plant material or site features caused by the Tenant/contractor or his/her employees. The Tenant will be notified in writing of the specific nature of the damage and cost of repair. 4. The Tenant shall inspect sites on a weekly basis. E. MULCHING- All mulch spread is not to exceed two to three inches (2”-3”). Brown, shredded hardwood mulch will be applied prior to the Thanksgiving for the Holidays. Mulch shall be applied to all perennial, shrub and tree beds. F. WEEDING- All landscaped areas will be inspected and maintained weekly and be kept weed free throughout the year. G. LANDSCAPE MAINTENANCE - Weekly visits to each area subject to conditions; a spring clean-up in March or early April and a complete mulching of all beds by May 30. 1. Landscape beds shall be kept free of weeds for the duration of this contract. Any weeds found within the bed shall be removed. Poison ivy shall be sprayed and removed. 2. All plants in the landscape beds shall be pruned in accordance with ANSIZ133.1 standards. Pruning shall be completed in the spring and fall. 3. Remove dead plant material. Notify the City of the date, type of plant, and location of removal within five (5) working days of removal. 4. Remove all trash and weeds from beds. 5. Rake leaves from all landscaped as needed. 6. Using an edger, edge all lawn areas, plant beds, tree rings, and where lawn abuts hard surfaces such as concrete, pavers, and cobble edges and gravel paths. Lawn edging shall be done at mowing time. 7. Monitor plants for disease and pest activity and treat as needed by a Licensed/certified applicator. H. RIGHT-OF-WAY CUTTING - all ROW areas shall be mowed per City Ordinance (adjacent ROW shall be maintained). All debris and litter shall be removed prior to cutting. I. EQUIPMENT – All equipment and vehicles used by the Contractor shall be maintained and in good working mechanical condition. J. SAFETY REQUIREMENTS 1. The Tenant will be responsible for high visibility vests for employees when working within 25 feet (25’) of roadways. Safety cones shall be used around equipment and roadway. Comply with all OSHA, local, State and Federal Requirements for all safety. 2. The Tenant shall take all due precautions to avoid damaging the sprinkler heads, quick couplers and drip irrigation hoses. Any damage to the infrastructure by the Tenant during the terms of this contract shall be repaired at the sole expense of the contractor within three(3) days of the damage. Page 34 of 36 114347601.1 final revision 8/28/2017 3. Work in the right-of-way shall be conducted in accordance with the Florida Manual of Uniform Code and follow the Maintenance of Traffic (MOT). K. CLEAN-UP OPERATIONS 1. Blow debris and clean off walkways, steps, and other hardscapes. Do not blow debris into any stormwater drainage facility. 2. Haul and dispose of all materials in accordance with State and local ordinances. L. MONTHLY REPORTS - Submit monthly written reports outlining services performed, problems encountered, and any plant health concerns that were treated. The Tenant will be required to submit the monthly report by the 15th of the month. The contractor shall provide the Owner with one contact person to whom all concerns can be address. If, in the opinion of the Public Works Department, the Tenant has not or is not satisfactorily performing the work covered by this specification, and within forty eight (48) hours of receipt of a written demand from the City of Miami Gardens, for performance, has not cured any defect in performance specifically itemized in such demand, the City of Miami Gardens may, at its option: 1. May hire another contractor to cure any defects in performance or complete all work covered by this specification and back-charge the Tenant. 2. Any demand for performance shall be specifically delivered to Tenant by personal delivery or certified or registered mail. 3. The City of Miami Gardens will make periodic inspections and follow up as needed with the Tenant to discuss any issues, etc. `` Page 35 of 36 114347601.1 final revision 8/28/2017 EXHIBIT “E” INSURANCE REQUIREMENTS - All insurance requirements must be met and evidenced to the Landlord before delivery of goods and performance of services. The Landlord reserves the right but not the obligation to revise any insurance requirement, or reject any insurance coverage, which fail to meet the criteria stated herein at any time. The Landlord reserves the right to require Contractor to provide and pay for any other insurance coverage the Landlord deems necessary, depending upon the possible exposure to liability or loss. These insurance requirements shall not limit the liability of the Contractor/Vendor. The Landlord does not represent these types or amounts of insurance to be sufficient or adequate to protect the Contractor/Vendor’s interests or liabilities, but are merely minimums. 6. Workers’ Compensation: Coverage is to apply for all persons fulfilling this contract for statutory limits in compliance with the law of the State of Florida and any applicable federal laws. The policy must include Employer’ Liability with a limit of $1,000,000 each accident, $1,000,000 each employee, $1,000,000 policy limit for disease. The Landlord will not accept certificates of exemption. Confirmation that Workers Compensation is provided for all persons fulfilling this contract, whether employed, contracted, temporary or subcontracted is required. 7. Commercial General Liability: Occurrence Form Required: Contractor shall maintain commercial general liability (CGL) insurance with a limit of not less than $5,000,000 each occurrence. If CGL insurance contains a general aggregate limit, it shall apply separately to this project in the amount of $5,000,000 (Per Project Aggregate). Products and completed operations aggregate shall be $5,000,000. CGL insurance shall be written on an occurrence form and shall include bodily injury and property damage liability for Property, operations, independent contractors, products and completed operations, contractual liability, broad form property damage and property damage resulting from explosion, collapse or underground (x, c, u) exposures, personal injury and advertising injury. 8. Commercial Automobile Liability: Contractor shall maintain automobile liability insurance with a limit of not less than $3,000,000 each occurrence for bodily injury and property damage liability. Such insurance shall cover liability arising out of any auto (including owned, hired, and non-owned autos). The policy shall provide contractual liability coverage. 9. Professional Liability/Malpractice/Errors or Omissions: Leased design-build professional work such as that provided by architects, engineers, etc. shall maintain Page 36 of 36 114347601.1 final revision 8/28/2017 professional liability or malpractice or errors or omissions insurance with limits of $5,000,000 per occurrence. 10. If claims-made the retro date shall be prior or equal to the effective date of any contract with the Landlord. The coverage shall be renewed or include a “tail” or Discovery, or continuous renewal of coverage for a period of 3 years following the completion of the project. 11. Umbrella or Excess Liability insurance can be utilized to provide the required limits. Coverage shall be “following form” and shall not be more restrictive than the underlying insurance policy coverages, including all special endorsements and Landlord as Additional Insured status. 12. Builder’s Risk: Builder’s Risk Insurance is to be purchased to cover subject property under construction for special perils (all risks or equivalent) of loss (including wind, theft and sinkhole), subject to a waiver of coinsurance, and covering on-site and off- site storage, transit and installation risks, if such coverages are not separately provided. Flood: If property being constructed is located in a Special Flood Hazard Area (SFHA) or flood risk exists, flood insurance must be provided to be provided. Deductible: the contractor is responsible for any applicable deductibles. Insured Parties: The Builder’s Risk insurance is to be endorsed to cover the interest of all parties, including the Landlord and all contractors and subcontractors. In addition, provide the following coverages: a. Waiver of Occupancy Endorsement – coverage should be continued if the Landlord to occupies the facility under construction during such activity. b. Machinery / Equipment Endorsement – when the Contract calls for the installation of machinery or equipment, coverage must be provided during transit, installation, and testing. 18605 N W 27th Avenue, Suite 165 Miami Gardens, Florida 33056 City of Miami Gardens Agenda Cover Memo Council Meeting Date: September 27, 2017 Item Type: (Enter X in box) Resolution Ordinance Other X 1st Reading 2nd Reading x Yes No Yes No x Yes No x Yes No X Yes No Sponsor Name Cameron D. Benson, City Manager Department: City Manager Short Title: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER TO EXECUTE THAT LEASE AGREEMENT WITH NEW URBAN DEVELOPMENT, LLC, IN SUBSTANTIAL FORM AS THAT AGREEMENT ATTACHED HERETO AS EXHIBIT “A” AND TO LEASE THE PROPERTY DESCRIBED IN THE LEASE; PROVIDING FOR INSTRUCTIONS TO THE CITY MANAGER AND CITY ATTORNEY; PROVIDING FOR ADOPTION OF REPRESENTATIONS; REPEALING ALL ORDINANCES IN CONFLICT; PROVIDING A SEVERABILITY CLAUSE; PROVIDING AN EFFECTIVE DATE. Staff Summary: On March 9, 2016, the City Council approved Resolution No. 2016-043-2942 directing that the City Manager and City Attorney negotiate a long-term lease/development agreement with the Urban League of Greater Miami for the construction and development of a 100+ unit of senior housing to be located adjacent to the City’s proposed Senior Center. AGENDA ITEM I-1 LEASE AGMNT WITH NEW URBAN DEVELOPMENT, LLC 18605 N W 27th Avenue, Suite 165 Miami Gardens, Florida 33056 Those negotiations were undertaken with New Urban Development, LLC, the development arm of the Urban League, and a long term Lease Agreement in substantial form as that Lease Agreement attached hereto has been negotiated. In accordance with Resolution No. 2016-043-2942 and the negotiated Lease Agreement, the Lease will have a 50 (fifty) year initial term, which can be extended at the Tenant’s option, for two twenty five (25) year additional terms. Nominal rent will be paid by New Urban Development. However, as consideration for the Lease, New Urban Development will be responsible for maintenance of the interior and exterior of the senior housing project as well as the City's senior center as outlined in the Lease Agreement at no charge to the City. Further, the Lease provides that seniors age 55 and older will reside in the facility and New Urban Development will be responsible for ensuring compliance with the Americans with Disability Act and the Fair Housing Act. Moreover, as a potential additional revenue source for New Urban Development and the City, a Cell Tower and/or a Billboard may will be erected on the site, subject to compliance with City and State law, including zoning laws. The agenda item provides authority to the City Manager and City Attorney to finalize the Lease Agreement and to make nonsubstantial changes to the same. In accordance with Section 4.3(7), of the City Charter, leases of City property must be approved by ordinance. Proposed Action: Attachment: Prepared By and After Recording Return to; James C. Brady, Esq. Saul Ewing Amstein & Lehr, LLP 200 E. Las Oias Blvd., Suite 1000 Fort Lauderdale, PL 33301 MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ("Memorandum"), is made as of this day of 2017, by and between the CITY OF MIAMI GARDENS ("City" or "Landlord"), a Florida municipal corporation, having a principal business address of 18605 NW 2?"' Avenue, Miami Gardens, FL 33056 and NEW URBAN DEVELOPMENT, LLC ("Tenant"), a Florida limited liability company, having a principal address of 8500 NW 25"* Avenue, Miami Gardens, FL 33147 WITNESSETH; WHEREAS, the City is the owner of that certain property located at the southwest comer of the intersection of Northwest 12* Avenue and Miami Gardens Drive, in Miami Gardens, Miami-Dade County, Florida ("Property"), as more particularly described in Exhibit A, attached hereto an made a part hereof, and WHEREAS, the City and Tenant have entered into a lease of a portion of the Property, more particularly described on Exhibit B, attached hereto and made a part hereof contemporaneously herewith ("Leasehold Property"), and WHEREAS, the City and Tenant desire to provide notice to third-parties that the Leasehold Property are subject to the Lease and the rights of the City and Tenant thereunder, NOW, THEREFORE, in consideration of the mutual covenants contained herein and for good and valuable consideration, the legal sufficiency of which are hereby acknowledged, the parties agree as follows: 1. INCORPORATION OF REPRESENTATIONS: The foregoing representations made in the preamble WHEREAS paragraphs hereto are hereby deemed true and correct, and the same are hereby incorporated herein, as if set forth verbatim. 2. LEASE OF THE LEASEHOLD PROPERTY: Upon and subject to the terms of the Lease, City has leased to Tenant and Tenant has leased from City, the Leasehold Property for the term and upon the terms, covenants and conditions contained in the Lease 3. TERM OF LEASE: The term of the Lease for the Leasehold Property commences on the Effective Date and shall expire on the last day of the month that is fiffy (50) years from the Effective Date, unless extended in accordance with the Lease ("Term"). The Tenant has one option to extend the Term for an additional period of twenty-five (25) years. 4. USE: The Leasehold Property shall be used for any lawful purpose(s) which is not specifically prohibited under the Lease or applicable laws and which shall be first-approved by the City. The Leasehold Property shall initially be used for the Project consisting of 10 garden-type units, built in a campus-like setting, consisting of five (5) three-story buildings, with unit sizes ranging from 550 square ^°'' « two-bedroom unit, which shall be operated andadministered as housing for persons 55 years and older. operaiea ana contain all th^ . CONTROLS: The parties acknowledge that this Memorandum does notnotice hv vii and provisions of the Lease, but is only intended to providecon^l ri Of being recorded in the Public Records of Miami-Dade County, Florida. The Lease shall^ntrol and govern with respect to any conflict between the terms or provisions set forth in this Memorandum and those in the Lease. 6. BI^nVG EFFECT: The terms and provisions of this Memorandum shall be bindine upon and mure to the benefit of the respective successors and assigns of the City and the Tenant. c t COUNTERPARTS: This memorandum may be executed in any number of^ a" original, but all of which shall be taken together and shallconstitute one and the same instrument. day Memorandum of Lease on the last CITY OF MIAMI/OARDENS By: CAMERON BENSON, CITY MANAGER NEW URBAN DEVELOPMENT LLC By: CHIEF EXECUTIVE OFFICER Date: iOj^O^ .201 ~|Date raETTAT^Ytrd: ^CITYCLERk^ P^orida' -IZ \ O . .L^,^ approved^ to FORM: -.y. V '"" SONIA Dl^ENS I, ^ .\;;"SONJ.A E CITY ATTORNEY CORPORATE SEAL ^■vWWSyvVC^^ 114437324.1 CFN: 20170590385 BOOK 30724 PAGE 4582 DATE; 10/19/2017 01:56:00 PM HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY Prepared By and After Recording Reliim to: James C. Brady, Esq. Saul Ewing Amstein & Lehr, LLP 200 E. Las Olas Blvd., Suite 1000 Fort Lauderdale, PL 33301 MEMORANDUM OF LEASE ^ THIS MEMORANDUM OF LEASE ("Memorandum"), is made as of this day of 2017, by and between the CITY OF MLAMI GARDENS ("City" or "Landlord"), a Florida municipal corporation, having a principal business address of 18605 NW 27"' Avenue, Miami Gardens, PL 33056 and NEW URBAN DEVELOPMENT, LLC ("Tenant"), a Florida limited liability company, having a principal address of 8500 NW 25'*' Avenue, Miami Gardens, FL 33147 WITNESSETH: WHEREAS, the City is the owner of that certain property located at the southwest comer of the intersection of Northwest 12"' Avenue and Miami Gardens Drive, in Miami Gardens, Miami-Dade County, Florida ("Property"), as more particularly described in Exhibit A, attached hereto an made a part hereof, and WHEREAS, the City and Tenant have entered into a lease of a portion of the Property, more particularly described on Exhibit B, attached hereto and made a part hereof contemporaneously herewith ("I>easehold Property"), and WHEREAS, the City and Tenant desire to provide notice to third-parties that the Leasehold Property are subject to the Lease and the rights of the City and Tenant thereunder, NOW, IHEREFORE, in consideration of the mutual covenants contained herein and for good and valuable consideration, the legal sufficiency of which are hereby acknowledged, the parties agree as follows: 1. INCORPORATION OF REPRESENTATIONS: The foregoing representations made in the preamble WHEREAS paragraphs hereto are hereby deemed true and correct, and the same are hereby incorporated herein, as if set forth verbatim. 2. LEASE OF THE LEASEHOLD PROPERTY: Upon and subject to the terms of the Lease, City has leased to Tenant and Tenant has leased from City, the Leasehold Property for the term and upon the tenns, covenants and conditions contained in the Lease 3. TERM OF LEASE: The term of the Lease for the Leasehold Property commences on the Effective Date and shall expite on the last day of the month that is fifty (50) years from the Effective Date, unless extended in accordance with the Lease ("Term"). The Tenant has one option to extend the Term for an additional period of twenty-five (25) years. 4. USE: The Leasehold Property shall be used for any lawful purpose(s) which is not specifically prohibited under the Lease or applicable laws and which .shall be first-approved by the City. The Leasehold Property shall initially be used for the Project consisting of 10 garden-type units, built in a campus-like setting, consisting of five (5) three-stoiy buildings, with unit sizes ranging from 550 square CFN: 20170590385 BOOK 30724 PAGE 4583 f^l for a one-t^droom unit to 791 square feet for a two-bedroom unit, which shall be operated and administered as housing for persons 55 years and older. 5. LEASE CONTROLS: The parties acknowledge that this Memorandum does not contain all the terms, covenants, conditions and provisions of the Lease, but is only intended to provide notice by virtue of being recorded in the Public Records of Miami-Dade County, Florida. The Uase shall control and govern with respect to any conflict between the terms or provisions sec forth Ui this Memorandum and those in the l .ease. upon and inure BINDING EFFECT: The terms and provisions of this Memorandum shall be binding to the benefit of the respective successors and assigns of the City and tlie Tenant. 7. COUNTERPARTS: This memorandum may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall be taken together and shall constitute one and the same instrument. WITNESS WHEREOF, the parties hereto have executed tli is Memorandum of Lease on the lust day and year specifieibe NEW URBAN DEVELOPMENT LLC CITY OF MIAMIyOARDENS CAMERON BENSON, CITY manager Date:_ WED. BY: ' RGNETTA fiSjY: / CITY^GLERk» 1^-; Rori(/a; 'r\. n : • o APPROVEdJs To FORM: '' • n Rnxn A. mrfiAuvTc•SONMDI^ENS CITY ATTORNKY I'- L. <5-< CHIEF EXECUTIVE OFFICER D«e: CORPORATE SEAL 114437324.1 LEASE AGREEMENT WITH NEW URBAN DEVELOPMENT LLC THIS LEASE AGREEMENT (hereinafter "Agreement" or "Lease Agreement") is made the last day executed below by and between the City of Miami Gardens, a municipal corporation having an office at 18605 NW 27* Avenue, Miami Gardens, Florida 33056, (hereinafter "City" or "Landlord") and New Urban Development LLC or its assignee, having an office at 8500 NW 25 Avenue, Miami, PL 33147 (hereinafter "Tenant"). RECITALS WHEREAS, Landlord is the owner of real property in the City of Miami Gardens, Florida, located at a the southwest comer of the intersection of Northwest 12* Avenue and Miami Gardens Drive, which is more particularly described on Exhibit "A" attached hereto ("City Property"); and WHEREAS, the Landlord is desirous of obtaining quality housing at or near the City Property for senior citizens in the City of Miami Gardens; and WHEREAS, the Landlord intends to construct a senior-citizen facility on a portion of the City Property ("Senior Facility"); and WHEREAS, the Tenant desires to enter into a Lease of a portion of the City Property for its exclusive use and occupancy for the purposes of constmcting, maintaining and operating a multi-family residential housing for elderly 55 years of age or older, consistent with the principles of the Fair Housing Act ("Project"), along with ancillary uses permitted with the Plan Development District (PDD); and WHEREAS, the Landlord and Tenant are desirous of having Tenant maintain the entire City Property, including the Senior Facility to be built by the Landlord; and WHEREAS, the Landlord and Tenant have negotiated an understanding for the prospective lease of a portion of the said City Property to the Tenant; and WHEREAS, Landlord and Tenant desire to reduce their understandings to writing, as further provided herein; NOW, THEREFORE, IN CONSIDERATION of mutual covenants hereinafter described, the Parties agree as follows: Page 1 of 36 114347601.1 final revision 8/28/2017 1. LEASEHOLD PROPERTY 1.1 DESCRIPTION OE LEASEHOLD PROPERTY: Landlord shall lease to Tenant approximately 7.3 acres of the City Property ("Leasehold Property") more particularly described in Exhibit "B," attached hereto and incorporated herein by reference, such acreage to be delivered AS-IS, WHERE-IS, WITH ALL FAULTS. 1.2 USE OF LEASEHOLD PROPERTY: The use of the Leasehold Property shall be restricted to the Project consisting of 100 garden-type units, built in a campus-like setting, consisting of five (5) three-story buildings, with unit sizes ranging from 550 square feet for a one-bedroom unit to 791 square feet for a two-bedroom unit, with the following unit and building amenities: Project Amenities Gym/Fitness Center Washer/Dryer Hookups (Family Computer Center Elevators Balconies Roof-Top Terrace & Gardens Energy-Efficient Appliances Controlled Access Library Trash Valet Service Gazebo/Tavilion Walking Trails Unit Amenities Open, loft-like kitchen Central air conditioning Energy efficient refrigerator, dishwasher and stove Climate-control ceiling fans* Built-in microwave Vertical blinds Generous cabinet space with pantry High-speed internet access available Ceramic tile floors 2. TERM 2.1 TERM: The term of this Lease is fifty (50) years ("Lease Term"), unless terminated or extended in accordance with the terms hereof, and the same shall commence on the Effective Date. Tenant shall have the option of extending the Lease Term for an additional Page 2 of 36 114347601.1 final revision 8/28/2017 twenty-five (25) years by giving written notice therefor not earlier than two (2) years, but not later than one (1) calendar year, from the date that the Lease Term would expire. In the event the Tenant exercises such option, the terms hereof shall continue in full force and effect. In the event that the Tenant does not exercise such option, time being of the essence thereof, the Tenant shall, instead, execute and deliver to the Landlord a release and termination agreement in substantially the same form as attached hereto and made a part hereof as Exhibit "C." 2.2 EFFECTIVE DATE; EARLY TERMINATION: This Lease shall be effective on the date of full execution hereof ("Effective Date")- Notwithstanding the foregoing, the Tenant shall have the right for a period of one hundred and twenty (120) calendar days, after the expiration of the Inspection Period, to terminate the Lease, if the Tenant is unable to obtain the approvals required to construct and operate the Project on the Leasehold Property. 2.3 DUE DILIGENCE AND CONSTRUCTION 2.3(a). INSPECTION PERIOD: Tenant shall have until ninety (90) days after the Effective Date to cause one or more experts and consultants of its choice and at Tenant's expense to (i) inspect the City Property and Leasehold Property and any documents related to the City Property and Leasehold Property, and (ii) examine, survey, obtain engineering inspections and otherwise do that which, in the opinion of Tenant, is necessary to determine the condition and value of the City Property and Leasehold Property for the construction and operation of the Project ( "Inspection Period"). If Tenant is dissatisfied with the results and findings of such inspections, for any reason or no reason. Tenant may terminate the Lease prior to or upon the expiration of the Inspection Period, in which event. Tenant shall forthwith execute and deliver to Landlord a written release in substantial conformity as set forth on Exhibit "C." The failure or omission of the Tenant to terminate this Lease, in writing with notice to Landlord, within such time shall be deemed and shall be acceptance. The parties acknowledge an existing Covenant Agreement between the City and Miami Dade County pertaining to a water supply well for the property. 2.3(b) APPROVAL PERIOD: Tenant shall have one hundred twenty (120) calendar days after the expiration of the Inspection Period to seek the zoning, land use, , financing and other changes and approvals (including, at Tenant's election, a change of the use or zoning classification of the Property) (collectively, together with any other consents or approvals sought by Tenant with respect to the Project, the "Approvals") required or requested by Tenant to construct and operate the Project. If Tenant does not receive the Approvals, Tenant may terminate the Lease prior, before upon expiration of the Approval Period, in which event. Tenant shall forthwith execute and deliver to Landlord a written release in substantial conformity as set forth on Exhibit "C." The failure or omission of the Tenant to terminate this Lease, in writing with notice to Landlord, within such time shall be deemed and shall be acceptance. 2.3(c) DEVELOPMENT PERIOD: Tenant shall have ( ) eight hundred seventy calendar days (870) (29 calendar months) after the expiration of the Approval Period to develop the Project through the Final Certificate of Occupancy. The Development Period may be extended for good cause shovsm. For the purposes hereof a showing of "good cause" shall include the failure of the requisite governmental agencies to process bona fide, complete plans and specifications in a reasonable time, the failure of the applicable contractors to honor their respective contracts, the failure of any leasehold mortgagee to fund the Project without good Page 3 of 36 114347601.1 final revision 8/28/2017 cause and any Force Majeure acts or occurrences. In tandem, the Inspection Period, Approval Period and Development Period shall not exceed thirty-six (36) calendar months from the Effective Date. If the Tenant does not successfully complete the Development Period, as the same may be extended for good cause shown, the Tenant shall, upon demand of the Landlord, forthwith execute and deliver to the Landlord a written release in substantial conformity as set forth on Exhibit "C." 3. RENT 3.1 BASE RENT: The initial rent on the Property ("Base Rent"), payable monthly, shall start as provided in Section 3.2 at Base Rent shall be ten $10.00 per month. Rent payments shall be made payable to the City of Miami Gardens in the form of a check or ACH payment. Checks shall be mailed to the City's Department of Finance to the applicable notice mailing address identified in Section 4.16 herein. All of Tenant's monetary obligations set forth in this Agreement are conditioned upon Tenant's receipt of an accurate and executed W-9 Form from City. In addition to the Base Rent, and its further consideration hereunder. Tenant shall maintain the entirety of the City Property in a manner consistent with the protocols and standards set forth on Exhibit "D," as contemplated in Section 5.3 hereof. 3.2 RENT COMMENCEMENT DATE: Tenant shall not be liable for payment of Base Rent until the earlier of eighteen (18) months from the Effective Date or final approval of the Project (including Tenant's construction plans and any approvals as defined above in Section 2.3 sought by Tenant) and the issuance of a building permit to construct the Project. 3.3 AD VALOREM TAXES: In the event that the Leasehold Property shall at any time during the Term hereof be subject to assessment for ad valorem taxes, the same shall be deemed additional rent and shall be payable by the Tenant before the same become delinquent and in the event of a delinquency, the Tenant shall promptly pay the same, together with all penalties and interest thereon, all as provided in Section 5.5 hereof. 4. FINANCING 4.1 LEASEHOLD FINANCING: Tenant shall have the right to grant leasehold mortgages with the Landlord's prior, specific consent. The interests of any leasehold mortgagees in the Leasehold Property shall be subordinate to the Landlord's interest. 4.2 MORTGAGES: The following provisions shall control with respect to any Leasehold Mortgage. Landlord acknowledges and agrees that Tenant may encumber its leasehold interest in the Leasehold Property by a deed of trust or mortgage or other security instrument, subject to Section 4.1 hereof. 4.3 USE OF PROCEEDS: The proceeds of any loan secured by Leasehold Mortgage shall only be used for the acquisition, development, construction, repair, maintenance and replacement of the Project on the Leasehold Property and Improvements and for other related purposes. Page 4 of 36 114347601.1 final revision 8/28/2017 4.4 NOTICE AND SERVICE TO LEASEHOLD MORTGAGEE: Landlord shall mail to Leasehold Mortgagee who has given Landlord written notice of its name and address, a duplicate copy of any and all notices Landlord may, from time to time, give to or serve on Tenant pursuant to or relating to this Lease, including but not limited to any notice of default, notice of termination, or notice regarding any matter on which Landlord may predicate or claim a default. Any notices or other communications permitted by this or any other section of this Lease or by law to be served on or given to Leasehold Mortgagee by Landlord shall be deemed duly served on or given to Leasehold Mortgagee when deposited in the United State mail, first- class postage prepaid, addressed to Leasehold Mortgagee at the last mailing address for Leasehold Mortgagee furnished in writing by the Leasehold Mortgagee to Landlord. 4.5 EFFECT OF FAILURE TO GIVE NOTICES: Landlord's failure to provide notice to Leasehold Mortgagee shall not invalidate the Notice provided to Tenant. Notwithstanding any other provision in this Lease to the contrary, however, as between Landlord and Leasehold Mortgagee, no time period applicable to such Leasehold Mortgagee shall start to run, and no termination as to which Notice from Landlord to such Leasehold Mortgagee is required under this Lease shall occur, unless and until Landlord shall have given the appropriate notice to such Leasehold Mortgagee and the applicable cure periods shall have run. 4.6 NO MODIFICATION WITHOUT LEASEHOLD MORTGAGEE'S CONSENT: For as long as there is any Leasehold Mortgage in effect. Landlord and Tenant hereby expressly stipulate and agree that they will not materially modify this Lease in any way nor cancel this Lease by mutual agreement without the written consent of the Leasehold Mortgagee holding that Leasehold Mortgage. 4.7 RIGHT OF LEASE MORTGAGEE TO REALIZE ON SECURITY: Provided such rights are granted the Leasehold Mortgagee in any security interest evidencing the Leasehold Mortgage, the Leasehold Mortgagee shall have the right, at any time or during the Lease Term and the existence of the Leasehold Mortgage to: 4.7(a) Do any act or thing required of Tenant under this Lease, and any such act or thing done and performed by Leasehold Mortgagee shall be as effective to prevent a forfeiture of Tenant's right's under this Lease as if done by Tenant; or 4.7(b) Realize on the security in the leasehold estate created by this Lease (the "Leasehold Estate") by foreclosure proceedings, accepting an assignment in lieu of foreclosure, or other remedy afforded in law or in equity or by the security instrument evidencing the Leasehold Mortgage, including without limitation, the appointment of a receiver, and to; (i) transfer, convey, or assign the title of Tenant to the Leasehold Estate to any purchaser at any foreclosure sale, whether the foreclosure sale is conducted pursuant to court order or pursuant to a power of sale contained in the security instrument evidencing the Leasehold Mortgage, or to an assignee pursuant to an assignment in lieu of foreclosure; and, (ii) acquire and succeed to the interest of Tenant under this Lease by virtue of any foreclosure sale, whether the foreclosure sale is conducted pursuant to a court order or pursuant to a power of sale contained in the security instrument evidencing such Leasehold Mortgage, or by virtue of any assignment in lieu of such foreclosure. Page 5 of36 114347601 1 final revision 8/28/2017 4.8 LIMITATION OF LEASEHOLD MORTGAGEE RIGHTS TO PERFORM DEVELOPMENT OBLIGATIONS: The Leasehold Mortgagee or any person or entity acquiring the Leasehold Estate shall be liable to perform Tenant's obligations under this Lease only during the period, if any, in which the entity or person has ownership of the Leasehold Estate or possession of the Leasehold Property. 4.9 RIGHT OF LEASEHOLD MORTGAGEE TO CURE DEFAULTS: For as long as there is in effect any Leasehold Mortgage, before Landlord may terminate this Lease because of any default under or breach of this Lease by Tenant, Landlord must give written notice of the default or breach to Leasehold Mortgagee and afford Leasehold Mortgagee the opportunity after service of the notice to cure the breach or default within the time periods set forth in Section 4.10. 4.10 ADDITIONAL TIME TO CURE, NON-CURABLE DEFAULT: Provided that all Base Rent and other monetary and non-monetary obligations of Tenant under this Lease shall be duly performed, the time periods set forth hereunder shall be extended as provided below in the following circumstances: 4.10(a) In those instances which reasonably require Leasehold Mortgagee to be in possession of the Leasehold Property to cure any default by Tenant, the time allowed an Leasehold Mortgagee to cure any such default by Tenant shall be deemed extended to include the period of time required by Leasehold Mortgagee to obtain such possession with due diligence; and 4.10(b) In those instances in which Leasehold Mortgagee is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding involving Tenant from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof, the time herein allowed an Leasehold Mortgagee to prosecute such foreclosure or other proceeding shall be extended to include the period of such prohibition; provided, however, that the time allowed to prosecute such foreclosure shall not extend beyond the end of the Lease term. 4.11 ASSIGNMENT ON FORECLOSURE: The assignment of the Leasehold Estate of Tenant pursuant to a foreclosure sale or pursuant to an assignment in lieu of foreclosure shall not require the prior written consent of Landlord. Leasehold Mortgagee shall give Landlord written notice of the pending transfer, including the name and address of the assignee and the effective date of the assignment. 4.12 ASSUMPTION BY ASSIGNMENT: Any person or entity acquiring the right, title and interest of Tenant's Leasehold Estate under this Lease from the Leasehold Mortgagee or any person, firm or corporation claiming or deriving its interest through or under Leasehold Mortgagee, shall, as a condition precedent to the enjoyment of the Leasehold Estate, assume in writing the liability for the performance of the obligations imposed upon Tenant by the terms of this Lease. Upon this assumption, the Leasehold Mortgagee shall be released from all obligations under this Lease arising after the effective date of the release. Leasehold Mortgagee shall fumish Landlord with an executed copy of the instrument of assignment or transfer and a copy of the undertaking made under the foregoing provisions. Page 6 of 36 114347601.1 final revision 8/28/2017 5. GENERAL TERMS AND CONDITIONS 5.1. ACCESS, INGRESS & EGRESS: Tenant shall permit Landlord and its authorized representatives to enter the Property at all reasonable times (upon forty-eight (48) hours prior notice, except in the event of an emergency, in which no prior notice is required prior to entry) for the purposes of (i) serving or posting or keeping posted thereon notices required or permitted by Law, (ii) conducting periodic inspections, (iii) performing any work thereon required or permitted to be performed by Landlord pursuant to this Lease PROVIDED, HOWEVER, nothing set forth in this Lease shall be construed as authorizing Landlord to enter the Project without the consent of Tenant, except in the case of an emergency. Nothing in this Section or this Lease shall be construed to limit in any way the entry by Landlord onto the City Property or the Leasehold Property, if such entry is in conjunction with its normal municipal functions and duties such as police and fire department actions. 5.2 DUE DILIGENCE: Tenant shall be responsible for soil borings, surveys and any other similar or necessary tests, which may be required as a condition of construction and for all expenses related to its improvements, which may thereafter be constructed upon the Leasehold Property. 5.3 ADDITIONAL IN-KIND RENT; MAINTENANCE AND JANITORIAL SERVICES: 5.3(a) The Landlord intends to develop one or more senior-citizen facilities consisting of an auditorium, pavilions and associated improvements on City Property, less the Leasehold Property. As and for additional rent, within fifteen (15) calendar days after the issuance of the Temporary Certificate of Occupancy for the first of such improvements to the City Property, the Tenant shall undertake maintenance and janitorial services, including landscaping and maintenance of the improvements on the City Property. The Landlord shall notify the Tenant, in accordance with Section 9 hereof, of the issuance of the applicable certificates of occupancy. Such maintenance and janitorial services shall meet the standard in Miami-Dade County for Class A office space, on a daily basis, which services shall include landscaping, replacements, sanitary facility cleaning with appropriate "GREEN" cleaners and sanitizers, all in accordance with the protocols and standards set forth on Exhibit D, exterior and interior maintenance and services included 5.3(b) After the issuance of the Temporary Certificate of Occupancy for any part of the Project Improvements, Tenant shall likewise maintain such portion(s) of the Leasehold Property not under construction, in a good condition and state of repair and meet all governmental requirements imposed by all federal, state or local agencies, including all provisions relating to landscape maintenance. Tenant also agrees to provide maintenance for the property grounds including, but not limited to the Project, consistent with the standards set forth in Exhibit D. 5.3(c) Upon termination of this Lease, Tenant shall return the Leasehold Property with all improvements to the Landlord, reasonable wear and tear excepted. Tenant shall also, at such time, return all keys, access devices and other personal property belonging to Landlord, in Tenant's possession, to Landlord. Tenant shall forthwith execute and deliver to Landlord a Page 7 of 36 114347601.1 final revision 8/28/2017 written release in substantial conformity to the maintenance of the entirety of the City Property in a manner consistent with the standards and protocols set forth on Exhibit "C." 5.4. UTILITIES: Tenant shall install any and all utility connections required for the Project for Tenant's use and enjoyment of the Leasehold Property, at its sole cost and expense. Tenant shall be solely liable for utility expenses relating to its use on the Leasehold Property. 5.5 TAXES: Tenant shall be responsible for making any necessary returns for and paying any and all ad valorem, tangible personal property and sales taxes separately levied upon or assessed against any portion of the Project, the lands thereof or improvements thereto, and all other fees and assessments attributable to the Project, within thirty (30) days of notice from the City. 5.6 NET LEASE: This Lease shall be an absolute "net-net" lease, and, except as set forth herein. Landlord shall not be required to make any payments of any kind whatsoever related to the Leasehold Property. 5.7 LIENS: Tenant shall keep the City Property and Leasehold Property free from any mechanics' or material man's liens arising out of any work performed, materials furnished or obligations incurred by or for Tenant during the Lease Term. Tenant shall, within thirty (30) days following the imposition of any such lien, cause the same to be released or recorded by payment or posting of a proper bond. Tenant agrees to indemnify, defend and hold harmless Landlord from any such lien from a party claiming by, through or under Tenant. No work, which Landlord permits Tenant to perform on the Leasehold Property, shall be deemed to be for the use and benefit of Landlord by reason of its consent to such work. Landlord shall have the right to post notices that it is not responsible for payment for any such work. In connection with any construction and improvement to the Leasehold Property, Tenant shall post a bond in accordance with Section 255.05(1 )(g)(l), Florida Statutes. 5.8 TENANT IMPROVEMENTS AND SCHEDULE: Tenant acknowledges that the completion of the Project is a material consideration underlying this Lease, without the realization of which the Landlord would not make this Lease. In consideration thereof, the following constructions schedule shall control: 5.8(a) The Tenant will have obtained all Approvals as contemplated in Section 2.3(b) hereof and maintain the same within the time periods set forth therein; 5.8(b) Tenant shall complete within the Development Period contemplated in Section 2.3(c). 5.8(c) Tenant acknowledges that the Landlord shall establish, by resolution, a senior- citizens committee to provide oversight and coordination of the Tenant's progress with regard to the construction of the Project, without assuming control over or responsibility for such construction, but in aid of coordination between the Landlord and Tenant. 5.9 TITLE TO IMPROVEMENTS: All Tenant's improvements will remain the property of Landlord. Page 8 of 36 114347601 1 final revision 8/28/2017 5.10 REMOVAL OF PERSONAL PROPERTY: After the expiration or other termination of this Lease, Tenant, within thirty (30) calendar days of the termination of this Lease, shall remove its personal property from the City Property and Leasehold Property. 6 WASTE/NUISANCE: Tenant will not commit or suffer to be committed, any waste or any nuisance on the City Property or Leasehold Property during the Lease Term, as the same may be extended. 7. SUBLETTING, ASSIGNMENT: Tenant shall not have the right to sublease or assign any of its rights hereunder without Landlord's consent, which consent may be withheld in the Landlord's absolute discretion. 8. LANDLORD'S COOPERATION: Landlord agrees to cooperate with Tenant and use diligent and continuous best efforts to assist and "fast track" the Project. Such assistance shall include helping the Tenant obtain any and all Approvals, both with respect to the initial construction of the Project and with respect to any additions to or expansion of the Project. 9. NOTICES: All notices, communications, demands, requests, consents, approvals and other instruments required or permitted to be given pursuant to this Lease shall be in writing, signed by the notifying party, or officer, agent or attorney of the notifying party, and will be deemed delivered if served personally, including but not limited to delivered upon electronic or standard postal-service mailing by registered or certified mail, or by a recognized courier service that provides proof of delivery, addressed to the party for whom it is intended and the remaining party, at the places last specified within ten (10) calendar days. The places and contacts for giving notice shall remain as such until they have been changed by written notice in compliance with the provisions of this section. For the time being, the Landlord and the Tenant designate the following respective places and contacts for giving of notice: TO LANDLORD: RENT PAYMENTS: City of Miami Gardens Attn: Craig Clay, Assistant City Manager 18605 NW 27th Avenue, 3'" Floor Miami Gardens, FL. 33056 With a Copy to: City of Miami Gardens Attn: Director, Finance Department 18605 NW 27'^ Avenue, 2"" Floor Miami Gardens, FL. 33056 ALL OTHER NOTICES: City of Miami Gardens Attn: Cameron Benson, City Manager Page 9 of 36 114347601 1 final revision 8/28/2017 18605 NW 27th Avenue Miami Gardens, FL. 33056 With Copy to: City of Miami Gardens Attn: Sonja K. Dickens, City Attorney, Office of the City Attorney 18605 NW27th Avenue Miami Gardens, FL. 33056 TO TENANT: New Urban Development, LLC Attn: Oliver L. Gross 8500 NW 25"^ Avenue Miami, FL 33147 The address to which any notice, demand, or other writing may be delivered to any party as above provided may be changed by written notice given by the party as above provided. 10. TENANT INDEMNIFICATION: Tenant agrees to defend, indemnify, save and hold harmless the Landlord and its officers, agents and employees from any claim, demand, suit, loss, cost or expense for any damages which may be asserted, claimed or recovered against or from Landlord or its officers, agents, or employees by reason of any damage to property or personal injury, including death and which damage, injury or death arises out of or is connected with Tenant's performance of this Lease and/or Tenant's acts or omissions, except to the extent arising out of any act or omission of Landlord or any third party and its or their employees. This indemnification shall include any costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claims or the investigation thereof, including appeals. Nothing contained herein shall be deemed a waiver of sovereign immunity by the Landlord. 11. LANDLORD INDEMNIFICATION: The Landlord agrees to indemnify and hold harmless Tenant, to the extent of the monetary limitations included within Florida Statutes, Section 768.28, subject to the provisions in this act whereby the Landlord shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of $200,000, or any claim or judgment, or portions thereof, which, when totaled with all other claims or judgments paid by the Landlord arising out of the same incident or occurrence, exceeds the sum of $200,000 from any and all personal injury or property damage claims, liabilities, losses and causes of action which may arise as a result of the negligence of the Landlord. However, nothing herein shall be deemed to indemnify the Tenant from any liability or claim arising out of the Tenant's negligent performance or failure of performance of the Tenant or as a result of the negligence of any unrelated third-party. 12. INSURANCE REQUIREMENTS: Tenant shall obtain and submit proof of insurance coverage as, the attached form and substance of which in Exhibit "E" herewith shall be required by the Landlord's Risk Management Division during its tenancy. Tenant shall obtain Page 10 of 36 114347601 1 final revision 8/28/2017 Certificates of Insurance and endorsements reflecting evidence of the required insurance coverage as required by the Landlord and as detailed in Exhibit "E" incorporated by reference herein and shall annually provide updated Certificates of Insurance to the Landlord's Risk Management Division upon expiration of the preceding coverages. These certificates shall contain a provision stating that coverages afforded under these policies will not be canceled until at least forty-five (45) days prior written notice has been given to the Landlord. Policies shall be issued by companies with an "AV-I" financial rating according to the "Best Key Rating Guide" which are authorized to do business under the laws of the State of Florida. Tenant shall name the Landlord as Additional Insured on each of the policies required herein, except Workers Compensation and Employer's Liability. Any insurance required of Tenant pursuant to this Lease, must also be required by any contractor and subcontractor or sub-licensee in the same limits and with all requirements as provided herein, including naming the Landlord as an additional insured in any work which is subcontracted unless such subcontractor is covered by the protection afforded by the Tenant and provided proof of coverage is provided to the Landlord. The Tenant and any contractors or subcontractors or sub-licensee shall maintain such policies during the term of this Lease. Tenant shall not allow any contractor or subcontractor to commence work on his contract until all similar such insurance coverage required of the contractor has been obtained and approved. Tenant, its contractors, subcontractors and sub licensees shall maintain throughout the term of this License their respective insurance policies, unless otherwise provided for under this Lease, until the termination of this Lease and until Tenant has restored the City Property and Leasehold Property to its previous condition, reasonable wear and tear excepted. 13. COMPLIANCE WITH LAWS: 13.1 COMPLIANCE WITH GENERAL LAW: From and after the Effective Date, Tenant will comply with all applicable statutes, laws, ordinances, rules, regulations, lawful orders and requirements of any federal, state, local government and of any other governmental authority or public body ensuing from Tenant's use, occupancy or control of the Landlord's Property including, but not limited to, permits and payment of assessments, fees, fines or liens. Tenant will obtain any necessary governmental licenses, permits, zoning approvals or authorizations required for the construction and use of Project and other structures on the Property and will furnish copies of same to Landlord as same are issued. 13.2 COMPLIANCE WITH SPECIAL ACTS: The Tenant shall operate and administer the Project consistent with the Fair Housing Act and the Americans With Disabilities Act, and the rules and regulations adopted in accordance therewith, so that at all times, in connection with such administration and operation, the same meets with the requirements of both the Fair Housing Act and the Americans With Disabilities Act. 14. HAZARDOUS WASTE: 14(a) The term "Hazardous Material(s)" will mean any substance, material, waste, gas or particulate matter which is regulated by the local governmental authority where the Property is located, the State in which the Property is located, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "hazardous material," "hazardous substance," "extremely hazardous waste," or restricted Page 11 of36 114347601 1 final revision 8/28/2017 hazardous waste" under any provision of state or local law, (ii) petroleum, (iii) asbestos, (iv) polychlorinated biphenyl, (v) radioactive material, (vi) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. '1251 et seq. (33 U.S.C. '1317), (vii) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. '6901 et seq. (42 U.S.C. '6903), or (viii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act. 42 U.S.C. '9601 et Seq. (42) U.S.C. '9601). The term Environmental Laws will mean all statutes specifically described in the foregoing sentence and all applicable federal, state and local environmental health and safety statutes, ordinances, codes, rules, regulations, orders and decrees regulating, relating to or imposing liability or standards concerning or in connection with Hazardous Materials. 14(b) Landlord represents and warrants that, to the best of Landlord's knowledge, (i) the Property has not been used for the use, manufacturing, storage, discharge, release or disposal of hazardous waste, (ii) neither the Property nor any part thereof is in breach of any Environmental Laws, (iii) there are no underground storage tanks located on or under the Property, and (iv) the City and Leasehold Property is free of any Hazardous Materials that would trigger response or remedial action under any Environmental Laws or any existing common law theory based on nuisance or strict liability. If any such representation is in any manner breached during the term of this Agreement (collectively, a "Breach"), and if the Breach gives rise to or results in liability (including, but not limited to, a response action, remedial action or removal action) under any Environmental Laws or any existing common law theory based on nuisance or strict liability, or causes a significant effect on public health. Landlord will promptly take any and all remedial and removal action as required by law to clean up the City Property and Leasehold Property, mitigate exposure to liability arising from, and keep the City Property and Leasehold Property free of any lien imposed pursuant to, any Environmental Laws as a result of the Breach. 14(c) Landlord represents and warrants to Tenant that Landlord has received no notice that the property or any part thereof is, and, to the best of its knowledge and belief, no part of the Property is located within an area that has been designated by the Federal Emergency Management Agency, the Army Corps of Engineers or any other governmental body as being subject to special hazards. 14(d) The covenants of this Section will survive termination of this Lease and be enforceable and will continue in full force and effect for the benefit of Tenant and its subsequent transferees, successors and assigns, and will survive the term of this Lease and any renewal periods thereof. 15. GENERAL TERMINATION PROVISION 15(a) TERMINATION BY TENANT: Tenant shall be permitted to terminate this Lease in accordance with the provisions of Section 2.3 of this Lease. 15(b) TERMINATION BY LANDLORD: Landlord may terminate this Agreement, at its option, in the event of a material default by Tenant in the following circumstances; (i) Page 12 of36 114347601 1 final revision 8/28/2017 failure to pay monthly Rent when due; (ii) failure to provide maintenance contemplated in Sub sections 3.1 and 5.3(a) hereof, as more particularly described in Exhibit D; (iii) failure to provide applicable insurance coverage; (iv) damage to the Landlord's Property; (v) non-payment of real property taxes, fines, assessments, liens or fees due and payable as a result of Tenant's use and occupancy of the City Property or Leasehold Property; (vi) failure to comply with any govermnental regulations or court order and in the event the default or failure is not cured within sixty (60) days after Tenant's receipt of written notice of such default or failure or (vi) failure to meet any of the construction schedules established in Section 5.8 of this Lease. 15(c) RELEASE UPON TERMINATION: Upon the termination of this Lease, Tenant shall, within five (5) days thereof, execute and deliver to the Landlord a release in substantial conformity with Exhibit "C" hereof. 16. FORCE MAJEURE: If either party is delayed or hindered in or prevented from the performance of any act required under this Lease by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive laws (except as otherwise specifically provided herein), riots, insurrection, terrorist acts, war or other reason beyond the reasonable control of and not the fault of the party delayed in performing the work or doing the acts required under the terms of this Lease (collectively, '"Force Majeure"), then performance of such act shall be excused for the period of the delay, and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. The provisions of this Section shall not (i) operate to excuse Tenant from prompt payment of Rent or any other payment required by Tenant under the terms of this Lease, or (ii) be applicable to delays resulting from the inability of a party to obtain financing or to proceed with its obligations imder this Lease because of a lack of funds. 17. DAMAGE AND NO DUTY TO RESTORE: In the event of casualty to the Leasehold Property or the Improvements thereon, all of Tenant's obligations under this Lease, including without limitation the obligation to pay Rent, Additional Rent, and impositions, as well as maintenance and janitorial obligations and shall continue as provided for in this Lease. There shall be no abatement or reimbursement of Rent on account of any casualty. Tenant shall not have an obligation to repair, rebuild, or restore improvements damaged by a casualty. Nevertheless, if (a) a casualty occurs which materially damages the Improvements on the Leasehold Property, (b) Tenant elects, in a written notice to Landlord, not to rebuild or repair such Improvements, and (c) Landlord provides written notice to Tenant requesting the demolition of the above-ground Improvements then located on the Leasehold Property, which notice shall be given in Landlord's absolute discretion, then Tenant shall have the affirmative obligation to demolish all above-ground Improvements then located on the Leasehold Property and to remove all debris consequent thereto. The term "above-ground Improvements" shall mean and refer to all foundations, walls, supporting structures, stanchions, poles, framework and other structural systems, including any utility apparatus connected thereto or associated therewith, but the same shall not include any below-ground infrastructure such as, but not limited to, water, sewer or gas lines or structures, electrical transformers or conduits or other below- grade utilities. All of such demolition shall be pursuant to duly issued permits under the Florida Building Code and other applicable rules and regulations from all applicable govemmental authorities, paid in advance with the costs associated therewith borne by Tenant. Subject to Tenant's receipt of applicable demolition permits, such demolition shall be commenced within Page 13 of 36 114347601 1 final revision 8/28/2017 thirty (30) days of the Landlord's notice, and the same shall be prosecuted with reasonable dispatch to the close-out of such permit(s), as measured by the standards then applicable in Miami-Dade County, Florida. 18. PREFERENCE FOR CITY OF MIAMI GARDENS RESIDENTS: Tenant shall give the first-preference to bona fide residents of the City of Miami Gardens with respect to the occupancy of the residential units comprising the Project. The bona-fides of an application for residency in the Project shall be evidenced by, among other things, driver's license, photo identification issued by a law enforcement agency of the State of Florida or Miami-Dade County, utility invoices and such other evidence as shall verify that the applicant has been a resident of the City of Miami Gardens for a period of, at least, six (6) months prior to the date of the application for residency in the Project. 19. CELL TOWER SITE: Consistent with the City of Miami Gardens Code of Ordinances, and State law. Tenant, after the Effective Date of this Agreement, may take such steps as shall be necessary and appropriate to provide for the establishment of a cell tower and improvements necessary to support the cell tower site, subject to the review and approval of Landlord, with the goal of leasing the same to a commercial operator for fair value the proceeds of which shall be shared between Landlord and Tenant, as followings: a. Tenant shall employ commercially reasonable efforts to secure a qualified operator for the Cell Tower Site. b. Tenant shall remit the first twenty five thousand ($25,000.00) of net revenues received from the operator(s) during each annual lease year or reporting period, to the Landlord. The Funds shall be used to provide for Senior Services at the location and adjoining Senior Center. 20. BILLBOARD: Consistent with the City of Miami Gardens Code of Ordinances and applicable State law. Tenant shall have the right to erect two (2) billboards. One (1) billboard shall be on the site that is the subject of this Lease. Tenant shall enter a Billboard Agreement approved by Landlord, which shall have the following provisions: a. Tenant shall use commercially reasonable efforts to secure a billboard operator for the Billboard. b. The parties understand and acknowledge that Tenant will be the licensee of the billboard. c. Tenant shall remit the first twenty five thousand ($25,000.00) of net revenues received from the operator(s) during each annual lease year or reporting period, to the Landlord. If applicable, the other billboard shall be on a site that meets the requirements of the City's Code of Ordinances and State law. MISCELLANEOUS Page 14 of 36 114347601 1 final revision 8/28/2017 21. FIRST SOURCE HIRING: In light of City of Miami Gardens Ordinance No. 2010-27-235, in advance of opening the multi-family residential homes for elderly, (etc.) facility to the public. The Urban League of Greater Miami/NUD, LLC human resources team shall conduct such recruiting activities in the City of Miami Gardens as it deems necessary or appropriate, including holding one or more local information sessions or job fairs. In light of City of Miami Gardens Business and Resident Economic Growth Plan (CMG-BREP) - Ordinance No. 2015—6-341, as part of the process of constructing the multi-family residential homes for elderly (etc.) facility. The Urban League of Greater Miami/NUD, LLC construction team will consider any bids submitted by subcontractors and other service or material providers based in the City of Miami Gardens to the extent they deem appropriate. Tenant agrees to use Career Source, Job Corps or another designated job referral agency of its choice in Miami Gardens as a first source referral source to fill jobs created at The Urban League of Greater Miami/NUD, LLC proposed facility in Miami Gardens. Prior to hiring to fill each vacancy arising under the Tenant's Lease, Tenant shall first notify the referral agency of its choice of the vacancy and list the vacancy with the referral agency. The listing shall contain a detailed description of the job responsibilities and qualifications, and be posted during the three (3) to five (5) day period following notification to the referral agency of employment availability ("Referral Period"). The referral agency shall provide a list of qualified candidates, if such candidates are available, to Tenant within twenty- four (24) hours of receiving notice of vacancy. Thereafter, Tenant shall (a) review the resumes and qualifications of the candidates, and (b) make a good faith effort as determined by the City of Miami Gardens, to fill a minimum of fifty percent (50%) of its employment needs under the Tenant's Lease from the first source register. Notwithstanding the foregoing, if after the Referral Period a suitable employee is not found from Career Source or another local referral agency, the Tenant is free to fill its vacancies from other sources. A good faith effort to employ candidates from the referral agency shall constitute, at a minimum, evaluating the qualification of such candidates, and conducting interviews with those candidates who satisfy the minimum competency requirements. The Tenant is not required to hire any individual candidate referred. However, Tenant shall not commit to fill vacancies in any other manner until after the end of the Referral Period, unless the referral agency notifies the Tenant in writing prior to the end of the Referral Period that qualified candidates are not available in sufficient numbers to fill the vacancies. Upon such notification, the Tenant may immediately fill vacancies using other sources. 22. ANTI-TERRORISM LAWS AND PROHIBITED PERSONS: Adherence to the provisions of Uniting and Strengthening America by providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, HR3162, Public Law 107-56 ("USA Patriot Act") and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001, together with the regulations promulgated pursuant there to (collectively, "Anti-Terrorism Laws"), including, without limitation, persons and entities named in the Office of Foreign Asset Control specially designated nationals and blocked persons list (collectively, in "Prohibited Persons"). 23. PROHIBITED PERSONS Page 15 of 36 114347601.1 final revision 8/28/2017 23(a) Tenant is not, and shall not during the term of this Lease become, a person or entity with whom Landlord is restricted from doing business under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, H. R. 3162, Public Law 107-56 (commonly known as the "USA Patriot Act") and Executive Order Number 13224 on Terrorism Financing, effective September 24, 2001 and regulations promulgated pursuant thereto (collectively, "Anti-Terrorism Laws"), including without limitation persons and entities named on the Office of Foreign Asset Control Specially Designated Nationals and Blocked Persons List (collectively, "Prohibited Persons"). 23(b) To the best of its knowledge. Tenant is not currently engaged in any transactions or dealings, or otherwise associated with, any Prohibited Persons in coimection with the use or occupancy of the Property. Tenant will not, during the Term of this Lease, engage in any transactions or dealings, or be otherwise associated with, any Prohibited Persons in connection with the use or occupancy of the Property. 23(c) Tenant's breach of any representation or covenant set forth in this Section shall constitute an Event of Default, entitling Landlord to any and all remedies hereunder, or at law or in equity. 23(d) To the best of its knowledge. Landlord is not currently engaged in any transactions or dealings, or otherwise associated with, any Prohibited Persons in connection with the use or occupancy of the Property. Tenant will not, during the Term, engage in any transactions or dealings, or be otherwise associated with, any Prohibited Persons in connection with the use or occupancy of the Property. 23(e) Owner's breach of any representation or covenant set forth in this Section shall constitute an Event of Default, entitling Tenant to any and all remedies hereunder, or at law or in equity. 24. TENANT'S RIGHTS: Tenant agrees to never claim any interest or estate of any kind or extent whatsoever to or in the Leasehold Property by virtue of this Lease or the occupancy or use hereunder, except as specifically provided in this Lease. Tenant's use of the Leasehold Property shall always be subordinate to Landlord's rights to and in the Property. Landlord hereby reserves the right to enter upon the Leasehold Property at any time and for any purposes and Tenant shall notify its employees, agents, contractors, subcontractors. Tenants and invitees accordingly. Landlord, its employees and contractors are not and shall not be responsible or liable for any injury, damage or loss to Tenant resulting from Landlord's use of the Leasehold Property, unless caused by Landlord's negligence or misconduct, in which Landlord's liability shall be limited in accordance with the limits set forth in Fla. Stats. 768.28. 25. PROHIBITION AGAINST CONTINGENCY FEES: Tenant warrants that it has no employees or retained any Tenant or person, other than a bona fide employee working solely for Tenant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person(s). Tenant, corporation, individual or firm, other than a bona fide employee working solely for Tenant, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Lease. Page 16 of 36 114347601 1 final revision 8/28/2017 26. CONFLICT OF INTEREST: Tenant agrees to adhere to and be governed by the Miami-Dade County Conflict of Interest Ordinance Section 2-11.11, as amended, which is incorporated by reference herein as if fully set forth herein, in connection with this Lease conditions hereunder. 27. DISPUTES: In the event of any dispute arising out of this Lease, the Parties hereby agree that, prior to the institution of any legal proceedings in any court, that such dispute be first submitted to mediation in Miami-Dade County utilizing the services of a mediator, with mutual selection and with shared expenses as to the reasonable fees for any arbitrator. The mediation conference in such event shall occur within forty-five (45) days of the date in which a party notifies another party of his/her/its desire to mediate any matter or issue. The Parties agree to participate in such mediation in good faith; however, in the event that resolution of such dispute is not reached within forty-five (45) days of the mediation or the Parties thereto do not otherwise agree to a continuance or an adjournment of such mediation proceedings, then any party to such dispute shall thereafter be free to seek appropriate legal or equitable remedies. In the event that legal proceedings are instituted to enforce or to interpret the terms of this Lease the parties hereby irrevocably waive their right to a trial by jury as to such issues. This jury trial waiver shall in all respects survive the termination of this Agreement. Nothing set forth in this paragraph shall prevent either party from seeking immediate injunctive relief in a court of competent jurisdiction. 28. PREVAILING PARTY IN LITIGATION ENTITLED TO ATTORNEYS' FEES: Should any dispute arise hereunder, the Landlord shall be entitled to recover against the Tenant all costs, expenses, paralegal fees and attorney's fees incurred by the Landlord in such dispute, whether or not suit be brought, and such right shall include all of such costs, expenses and attorney's fees through all appeals or other actions. 29. COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAWS: To the extent required by law. Tenant shall comply with the public records laws in accordance with Chapter 119, Florida Statutes. Specifically, Tenant agrees to comply with Section 119.0701, Florida Statutes. Public records shall mean all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in cormection with the transaction of official business by any agency, as defined in Section 119.011, Florida Statutes, as amended. The Landlord shall make the sole determination of which records, if any, are exempt from inspection. To the extent required by law. Tenant shall comply with the public records laws in accordance with Chapter 119, Florida Statutes. Specifically, Tenant agrees to comply with Section 119.0701, Florida Statutes. Public records shall mean all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in cormection with the transaction of official business by any agency, as defined in Section 119.011, Florida Statutes, as amended. The Landlord shall make the sole determination of which records, if any, are exempt from inspection. Further, as pursuant to Section 119.0701, Florida Statutes, Tenant agrees to maintain the records until the completion of the contract. IF THE TENANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, Page 17 of 36 114347601 1 final revision 8/28/2017 FLORIDA STATUTES, TO THE TENANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 18605 Northwest 27th Avenue, Miami Gardens, Florida 33056. 30. BINDING EFFECT: All of the terms and provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto, their respective assigns, successors, legal representatives, heirs and beneficiaries, as applicable. 31. CONSTRUCTION: This Lease and the terms hereof shall be construed in accordance with the laws of the State of Florida and venue for all actions shall lie in a court of competent jurisdiction in Miami-Dade County, Florida. 32. CAPTIONS AND PARAGRAPH HEADINGS: Captions and paragraph headings contained in this Lease are for convenience and reference only and in no way define, describe, extend r limit the scope and intent of this Agreement, nor the intent of any provisions hereof. 33. EXHIBITS ARE INCLUSIONARY: All exhibits attached hereto or mentioned herein which contain additional terms shall be deemed incorporated herein by reference. Typewritten or handwritten provisions inserted in this form or attached hereto shall control all printed provisions in conflict therewith. 34. TIME OF ESSENCE: Time is of the essence of Landlord's and Tenant's obligations under this Lease. 35. REAL ESTATE BROKER: Landlord represents and warrants that Landlord has not signed a listing agreement, dealt with or otherwise agreed to pay a broker's commission, finder's fee or other like compensation to anyone in connection with this Lease of the Leasehold Property or the transaction contemplated by this Lease. 36. WAIVER OF PERFORNIANCE AND DISPUTES: One or more waivers of any covenant, term or condition of this Lease by either party shall not be construed as a waiver of a subsequent breach of the same or any other covenant, term or condition, nor shall any delay or omission by either party to seek a remedy for any breach of this Lease or to exercise a right accruing to such party by reason of such breach be deemed a waiver by such party of its remedies or rights with respect to such breach. The consent or approval by either party to or of any act by the other party requiring such consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any similar act. 37. AMENDMENTS TO LEASE: The terms, covenants and conditions hereof may not be changed orally, but only by an instrument in writing signed by the party against whom enforcement of the amendment, change or discharge is sought, or by such party's agent. Any amendments to this Lease are subject to written approval by the City Manager or his/her designee and the City Council. 38. RULES OF CONSTRUCTION: The following rules of construction shall be applicable for all purposes of this Lease, unless the context otherwise requires: Page 18 of 36 114347601.1 final revision 8/28/2017 (a) The terms "hereby," "hereof," "hereto," "herein," "hereunder" and any similar terms shall refer to this Lease, and the term "hereafter" shall mean after, and the term "heretofore" shall mean before, the date of this Lease. (b) Words of the masculine, feminine or neuter gender shall mean and include the correlative words of the other genders and words importing the singular number shall mean and include the plural number and vice versa. (c) The terms "include," "including" and similar terms shall be construed as if followed by the phrase "without being limited to." 39. INTERPRETATION; JOINT PREPARATION: It is hereby mutually acknowledged and agreed that the provisions of this Lease have been fully negotiated between Parties of comparable bargaining power with the assistance of counsel and shall be applied according to the normal meaning and tenor thereof without regard to the general rule that contractual provisions are to be construed narrowly against the party that drafted the same or any similar rule of construction. The preparation of this Lease and its counsel have reviewed and had the option to revise this Lease. The normal rule has been a joint effort of the parties, and the resulting document shall not, solely as a matter of judicial construction to the effect that any ambiguities are to, be resolved or construed more severely against the drafting party will not be employed in the interpretation of this one of the parties than the other. It is the parties' further intention that this Lease be construed liberally to achieve its intent. 40. SEVERABILITY: If any provisions of this Lease are determined to be invalid by a court of competent jurisdiction, the balance of this Lease shall remain in full force and effect, and such invalid provision shall be construed or reformed by such court in order to give the maximum permissible effect to the intention of the Parties as expressed therein. 41. FURTHER ASSURANCES: Each of the Parties hereto shall execute and provide all additional documents and other assurances that are reasonably necessary to carry out and give effect to the intent of the Parties reflected in this Lease. 42. AUTHORITY: The persons executing this Lease on behalf of Tenant and Landlord covenant and warrant to the other party that (a) they are duly authorized to execute this Lease on behalf of the party for whom they are acting, and (b) the execution of this Lease has been duly authorized by the party for whom they are acting. 43. NON-DISCRIMINATION: Tenant covenants for itself, its heirs, executors, administrators and assigns and all persons claiming under or through them and this Lease, that there shall be no discrimination against or segregation of any person or group of persons on account of age, race, color, religion, creed, sex, gender identity, gender expression, sexual orientation, marital status, ancestry, national origin, AIDS or AIDS-related complex, or disability in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property nor shall Tenant or any person claiming under or through Tenant establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, Page 19 of 36 114347601 1 final revision 8/28/2017 number, use or occupancy of Tenant, lessees, subtenants, sublessees, or vendees at the Leasehold Property. Tenant shall ensure that language substantially similar to the above is incorporated into any leases, subleases or assignments. The parties acknowledge that with respect to discrimination based upon age the terms of the Fair Housing Act will control regarding the 55 and older housing component. 44. COUNTERPARTS: This Lease may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. 45. DATE OF LEASE: The Parties acknowledge that certain obligations of Landlord and Tenant are to be performed within certain specified periods of time, which are determined by reference to the date of execution of this Lease. The Parties, therefore, agree that wherever the term "date of execution of this Lease," or words of similar import are used herein, they will mean the date upon which this Lease has been duly executed by Landlord and Tenant whichever is the later to so execute this Lease. The Parties further agree to specify the date on which they execute this Lease beneath their respective signatures in the space provided and warrant and represent to the other that such a date is in fact the date on which each duly executed his name. 46. ENTIRE AGREEMENT: No statements, representations, warranties, either written or oral, from whatever source arising, except as expressly stated in this Lease, shall have any legal validity between the parties or be binding upon any of them. The parties acknowledge that this Lease contains the entire understanding and agreement of the parties. No modifications hereof shall be effective unless made in writing and executed by the parties hereto with the same formalities as this Lease is executed. [SIGNATURES TO FOLLOW] Page 20 of 36 114347601 1 final revision 8/28/2017 Lsas= Agrsementday and year specified CITY (fiV MIAMIy^ARDENS LLC on the last CAMERON BENSON, CITY manager Date: \o\s\-2£)\n ATTESTED BY: ronettaiaylo CITY CLERK FORMAPPROVED SONJA DI0^NS CITY ATTORNEY NEW URBAN DEVELOPMENT 'Jti>Ss CHIEF EXECUTIVE OFFICER Date:_ /o ~ /y CORPORATE SEAL Page 21 of 36 114347601.1 final revision 8/28/2017 IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement on the last day and year specified below. CITY OE MIAMWARDENS LLC CAMERON^ENSON, CITY MANAGER NEW URBAN DEVELOPMENT By: CHIEF EXECUTIVE OFFICER Date 2^/1 ATTESTED BY: RONETTA TAY CITY CLERK APPROVED AS TO FORM: SONJAO^ENS CITY AfirORNEY Date: CORPORATE SEAL Page 21 of 36 114347601 1 final revision 8/28/2017 EXHIBIT "A" SKETCH OE PROPERTY (Sketch/Survey of the Property within the Property) ,i • ^lii j.' j h- 3 5)k !L' «■ii'.\*r fr> V \ CATIONI' m ITH n -- >r Page 22 of 36 114347601 1 final revision 8/28/2017 EXHIBIT "B" SURVEY WITH LEGAL DESCRIPTION OF LEASEHOLD ESTATE • - OTYOFMAMGARDBfi ARCHOnCESESITE BOUNDARY SURVEY »■ OMtOENS, NMMMie COUNTY, HjOMMKRTXat or teCnOH 2 TOmOMP a SOUTH MHGE 41 EAT sm i *«« COVER SHEET F£5E{M4ruf^ mnoSanK'julEjk. fssasnmrnmrnm Page 23 of 36 114347601 1 final revision 8/28/2017 A/»♦X 44^'A/> X \ / % /» if^=*•/fc i©;3 1« >■11 I -ff kTT'mt!!k i^ir'T" ) I I *1 ARCHOtOCnCWTE CITY OP MUM dAAOem, MAM DAM COUTTrniMi'i WUHDARY SURVET Page 24 of 36 114347601.1 final revision 8/28/2017 Miami Gardens Archdiocese Site LEGAL DESCRIPTION A PORTION OF THE SOUTHWEST V4 OF SECTION 2, TOWNSHIP 52 SOUTH, RANGE 41 EAST. MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF THE SOUTHWEST 1/4 OF SAID SECTION 2; THENCE N02°38'19'W ALONG THE EAST LINE OF THE SOUTHWEST V4 OF SAID SECTION 2 AS A BASIS OF BEARINGS FOR A DISTANCE OF 847.46 FEET; THENCE S87°21'41"W FOR A DISTANCE OF 35.00 FEET TO A POINT AT A LINE 35.00 WEST AND PARALLEL TO THE EAST LINE OF SAID SOUTHEAST LINE OF SECTION 2, SAID POINT BEING ALSO THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN DESCRIBED; THENCE S89«50'SS'W FOR A DISTANCE OF 205.37 FEET; THENCE S00°0r27"W FOR A DISTANCE OF 297.69 FEET; THENCE NEO-SE'SS'W FOR A DISTANCE OF 174.69 FEET; THENCE S00°01'27-W FOR A DISTANCE OF 331.79 FEET; THENCE S86°27'07"W FOR A DISTANCE OF 47.77 FEET; THENCE N37°43'24-W FOR A DISTANCE OF 43.26 FEET; THENCE N18ni 03"W FOR A DISTANCE OF 79.36 FEET; THENCE N40"39'49W FOR A DISTANCE OF 172.01 FEET; THENCE N63°12'27"W FOR A DISTANCE OF 107.93 FEET; THENCE N43°28'43"W FOR A DISTANCE OF 96.14 FEET TO A POINT AT THE EASTERLY RIGHT OF WAY LINE OFTHE SUNSHINE STATE PARKWAY (SAID FIVE LAST DESCRIBED COURSES BEING IN ACCORDANCE WITH THE EASTERLY LIMITS OF THE PARCEL DESCRIBED IN THE OFFICIAL RECORDS BOOK 26460 PACE 262); SAID POINT BEING ALSO THE POINT OF CURVATURE OF NON-TANGENT CURVE CONCAVE TO THE NORTHEAST, THE RADIAL LINE TO SAID POINT BEARS S53''12' 15"W FROM THE RADIUS POINT; THENCE 395.77' FEET ALONG THE ARC OF SAID NON-TANGENT CURVE CONCAVE TO THE NORTHEAST, SAID CURVE HAVING FOR ITS ELEMENTS A RADIUS OF 7489.44 FEET THOUGHT A CENTRAL ANGLE OF 03»01'40"; THENCE N87''09'19 "E ALONG THE SOUTH LINE AND ITS WESTERLY PROLONGATION OF BLOCK 81, "NORWOOD FIFTH ADDITION SECTION THREE", AS RECORDED IN THE PLAT BOOK 65 AT PAGE 124 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA FOR 986.64 FEET TO A POINT AT A LINE 35.00 FEET WEST AND PARALLEL TO THE EAST LINE OF THE SOUTHWEST t/4 OF SAID SECTION 2, TOWNSHIP 52 SOUTH, RANGE 41 EAST; THENCE S02"38'19"E ALONG SAID LINE 35.00 FEET WEST AND PARALLEL TO THE EAST LINE OF THE SOUTHWEST 1/4 OF SAID SECTION 2 FOR A DISTANCE OF 91.41 FEET TO THE POINT OF BEGINNING. CONTAINING 314,808.82 SQUARE FEET (7.23 ACRES MORE OR LESS) Page 25 of 36 114347601 1 final revision 8/28/2017 EXHIBIT "C" RELEASE AND TERMINATION AGREEMENT THIS AGREEMENT is made as of the day of , 20 , by and between the City of Miami Gardens, a municipal corporation having an office at 18605 NW 27'*' Avenue, Miami Gardens, Florida 33056, (hereinafter "City" or Landlord" and New Urban Development LLC or its assignee, having an office at 8500 NW 25^^ Avenue, Miami, PL 33147 (hereinafter "Tenant"). WITNESSETH: WHEREAS, Landlord and Tenant entered into a Lease Agreement, as of the day of , 20 , having an Effective Date of 20 , and WHEREAS, pursuant to Paragraph , of the Lease Agreement the same is deemed terminated. FOR AND IN CONSIDERATION AND IN HONOR OF THE FULFILLMENT OF ITS OBLIGATIONS under the Lease Agreement, the Tenant agrees as follows: 1. INCORPORATION OF REPRESENTATIONS: The foregoing representations made in the preamble WHEREAS paragraphs hereto are hereby deemed true and correct and the same are hereby incorporated herein, as if set forth verbatim. 2. RELEASE AND TERMINATION: Effective with the execution and delivery hereof. Tenant for itself and on behalf of its respective affiliates, officers, members, stockholders, employees, advisors, heirs, representatives and each of their respective successors and assigns, hereby remises, releases, acquits, satisfies and forever discharges any interest which it had, has or may have in the Property described upon Exhibit "B" of the Lease Agreement and in the Lease itself and, without limiting the generality of the foregoing, hereby releases any and all claims, rights and causes of action, of any type or kind whatsoever, which were or could have been raised in cormection with the Lease Agreement. 3. AUTHORITY: Each person signing this Lease Agreement on behalf of New Urban Development LLC represents and warrants that he or she has full power and authority to enter into this Release and Termination Agreement to fully, completely and finally discharge any interest said New Urban Development LLC may have had in such Lease Agreement. 4. CONSTRUCTION: This Agreement and the terms hereof shall be construed in accordance with the laws of the State of Florida, and venue for all actions in a court of competent jurisdiction shall lie in Miami-Dade County, Florida. 5. THIS RELEASE AND TERMINATION AGREEMENT, This Agreement may be executed in several counterparts; however, each of said counterparts shall be Page 26 of 36 114347601 1 final revision 8/28/2017 deemed an original, and said counterparts shall constitute but one in the same instrument which may be sufficiently evidenced by one counterpart. Facsimile and PDF signatures are acceptable and deemed admissible as evidence, notwithstanding any authentication requirements of the applicable rules of evidence. While this Release and Termination Agreement may be executed on various dates and in different locations, the effective date of this instrument is set forth above. EV WITNESS WHEREOF, the parties have made this Agreement on the date first above written. NEW URBAN DEVELOPMENT LLC Byf CHIEF EXECUTIVE OFFICER Date: CORPORATE SEAL Page 27 of 36 114347601.1 final revision 8/28/2017 EXHIBIT "D" MAINTENANCE STANDARDS Building Maintenance A. General 1. The Developer shall be responsible to furnish all labor, equipment, and supplies to perform building maintenanee on all facilities on the property. 2. All residential building(s) shall be maintained to include but not limited to structural, mechanical, plumbing and electrical. B. Structure 1. All structures on the property shall be maintained structurally safe and sound and in good repair. Exterior steps and walkways shall be maintained free of unsafe obstructions or hazardous conditions. 2. The supporting structural members in every dwelling shall be maintained structurally sound, showing no evidence of deterioration or decay which would substantially impair their ability to carry imposed loads. C. Roof 1. The roof shall be structurally sound, tight, and have no defects which might admit rain. Roof drainage shall be adequate to prevent rainwater from causing dampness in the walls or interior portion of the building and shall channel rainwater in an approved manner to an approved point of disposal. D. Exterior Walls and Exposed Surfaces 1. Every exterior wall and weather-exposed exterior surface or attachment shall be free of holes, breaks, loose or rotting boards or timbers and any other conditions which might admit rain or dampness to the interior portions of the walls or the occupied spaces of the building. 2. All exterior wood surfaces shall be made substantially impervious to the adverse effects of weather by periodic application of an approved protective coating of weather-resistant preservative, and be maintained in good condition. Wood used in construction of permanent structures and located nearer than six inches to earth shall be treated wood or wood having a natural resistance to decay. 3. Exterior metal surfaces shall be protected from rust and corrosion. 4. Every section of exterior brick, stone, masonry, or other veneer shall be maintained structurally sound and be adequately supported and tied back to its supporting structure. E. Stairs, Balconies, and Porches 1. Every stair, porch, and attachment to stairs or porches and balconies shall be so constructed as to be safe to use and capable of supporting the loads to which it is subjected and shall be kept in sound condition and good repair, including Page 28 of 36 114347601.1 final revision 8/28/2017 replacement as necessary of flooring, treads, risers, and stringers that evidence excessive wear and are broken, warped, or loose. F. Handrails and Guardrails Every handrail and guardrail shall be firmly fastened, and shall be maintained in good condition, capable of supporting the loads to which it is subjected, and meet the following requirements: 1. Handrails and guardrails required by building codes at the time of construction shall be maintained or, if removed, shall be replaced. G. Windows 1. Every window required for ventilation or emergency escape shall be capable of being easily opened and held open by window hardware. Any installed storm windows on windows required for emergency escape must be easily openable from the inside. 2. Every window shall be substantially weather-tight, shall be kept in sound condition and repair for its intended use, and shall comply with the following: a. Every window sash shall be fully supplied with glass windowpanes or an approved substitute without open cracks and holes. b. Every window sash shall be in good condition and fit weather-tight within its frames. c. Every window frame shall be maintained in relation to the adjacent wall construction so as to exclude rain as completely as possible and to substantially exclude wind from entering the dwelling. H. Doors 1. Every exterior door shall comply with the following: a. Every exterior door, door hinge, door lock, and strike plate shall be maintained in good condition. b. Every exterior door, when closed, shall fit reasonably well within its frame and be weather-tight. c. Every doorframe shall be constructed and maintained in relation to the adjacent wall construction so as to exclude rain as completely as possible, and to substantially exclude wind from entering the dwelling. d. Every interior door and doorframe shall be maintained in a sound condition for its intended purpose with the door fitting within the doorframe. I. Interior Walls, Floors, and Ceilings 1. Every interior wall, floor, ceiling, and cabinet shall be maintained in a clean, sanitary, safe, and structurally sound condition, free of large holes and serious cracks, loose plaster or wallpaper, flaking or scaling paint. J. Interior Dampness Page 29 of 36 114347601.1 final revision 8/28/2017 1. Every dwelling, including basements, and crawl spaces shall be maintained reasonably free from dampness to prevent conditions conducive to decay, mold growth, or deterioration of the structure. K. Insect and Rodent 1. Every dwelling shall be kept free from insect and rodent infestation, and where insects and rodents are found, they shall be promptly exterminated. After extermination, proper precautions shall be taken to prevent re-infestation. L. Cleanliness and Sanitation 1. All exterior property areas shall be maintained in a clean and sanitary condition free from any accumulation of rubbish or garbage. All household garbage shall be stored in receptacles which are free from holes and covered with tight fitting lids. 2. The developer shall provide for each dwelling unit, or subscribe for service of collection of garbage and rubbish. Receptacles must be of sufficient capacity to prevent the overflow of garbage and rubbish to include recycling service. M. Plumbing 1. All required sinks, lavatory basins, bathtubs and showers shall be supplied with both hot and cold running water. Every dwelling unit shall be supplied with water heating facilities which are installed in an approved manner, properly maintained, and properly connected with hot water lines to all required sinks, lavatory basins, bathtubs and showers. Water heating facilities shall be capable of heating water enough to permit an adequate amount of water to be drawn at every required. 2. In every dwelling all plumbing or plumbing fixtures shall be; a. Properly maintained in good working order; b. Kept free from obstructions, leaks, and defects; c. Capable of performing the function for which they are designed; and d. Installed and maintained so as to prevent structural deterioration or health hazards. N. Heating Equipment I. All heating equipment, including that used for cooking, water heating, dwelling heat, and clothes drying shall be: A. Properly maintained in safe condition and good working order; B. Free from leaks and obstructions and kept functioning properly so as to be free from fire, health, and accident hazards; and C. Capable of performing the function for which they are designed. D. Portable heating devices may not be used to meet the dwelling heat requirements. O. Electrical System, Outlets, and Lighting 1. All buildings used for residential purposes shall be connected to an approved source of electric power. Every electric outlet and fixture shall be maintained and Page 30 of 36 114347601.1 final revision 8/28/2017 safely connected to an approved electrical system. The electrical system shall not constitute a hazard to the occupants of the building by reason of inadequate service, improper fusing, improper wiring or installation, deterioration or damage, lack of access to a dwelling unit's breaker or disconnect switch or similar reasons. 2. Every public hallway, corridor, and stairway in the building(s) shall be adequately lighted at all times at principal points such as angles and intersections of corridors and passageways, stairways, landings of stairways, landings of stairs and exit doorways. 3. All electrical repairs and installations shall be made in accordance with all Electrical Regulations. P. Emergency Exits 1. Required exit doors and other exits shall be free of encumbrances or obstructions that block access to the exit. 2. All doorways, windows and any device used in connection with the means of escape shall be maintained in good working order and repair. 3. In addition to other exit requirements, in hotels and apartment houses: 4. Where doors to stair enclosures are required by City code to be self-closing, the self-closing device shall be maintained in good working order and it shall be unlawful to wedge or prop the doors open. 5. Every dwelling shall have directional signs in place, visible throughout common passageways that indicate the way to exit doors and fire escapes. Emergency exit doors and windows shall be clearly labeled for their intended use. Q. Fire Alarms and Smoke Detectors 1. Smoke detectors sensing visible or invisible particles of combustions or alarms shall be required in all buildings where a room or area therein is designated for sleeping purposes either as a primary use or use on a casual basis. Smoke detectors or alarms shall be installed in each sleeping room or area, in the immediate vicinity of the sleeping rooms and on each additional story of the dwelling. All detectors or alarms shall be approved, shall be installed in accordance with the manufacturer's instructions, shall plainly identify the testing agency that inspected or approved the device, and shall be operable. R. Hazardous Materials 1. When paint is applied to any surface of a residential structure, it shall be lead-free. 2. The dwellings shall be free of dangerous levels of hazardous materials, contamination by toxic chemicals, or other circumstances that would render the property unsafe. Where a governmental agency authorized by law to make the determination has verified that a property is unfit for use due to hazardous conditions on the property, the property shall be in violation of this agreement. Any such property shall remain in violation of this agreement until such time as the agency has approved the abatement of the hazardous conditions. Page 31 of 36 114347601.1 final revision 8/28/2017 3. No dwelling or storage rooms shall be used as a place for the storage and handling of highly combustible or explosive materials or any articles which may be dangerous or detrimental to life or health. No dwellings shall be used for the storage of paints, varnishes or oils used in the making of paints and varnishes, except as needed to maintain the dwelling. 4. All dwellings shall be kept free of friable asbestos. Grounds Maintenance A. The Tenant shall be responsible for maintaining the entire site and perform the maintenance, fumish all labor, equipment, and supplies for the mowing, trimming, cleanup, and plant bed maintenance services for the entire City properties(include but not limited to existing/future facilities, site amenities, concrete and/or asphalt surfaces, sidewalks, curbs and gutters, driveways, walls, fences, maintenance easements, and right of way adjacent to the property. S. The Tenant must provide responsible and qualified personnel. T. This work includes any and all maintenance and care. The Tenant shall accomplish all lawn maintenance required under the contract. All work shall be completed in a continuous manner, whereby the mowing, edging, trimming, etc., be completed before leaving the job site. B. The Tenant must notify the City representative of their work schedule, to allow for inspection of maintenance work as needed. C. Prior to any mowing, remove litter from all the property. At no time shall any litter be mowed over. D. FINE CUT MOWING - All lawn areas shall be mowed every two week throughout the growing season, unless otherwise directed by the City representative. Areas to be mowed will be maintained at a height of three (3"). Grass will be cut as needed or when it is one inch (1") higher than the specified height. Grass next to light poles, trees, any permanent objects etc., shall be mechanically trimmed to the same height as specified above at the time of each mowing. All grass clippings and debris, shall be removed from the sidewalks, parking lots, and streets etc. at the time cutting takes place. 1. Lawn mower blades shall be clean and kept sharp and well-adjusted to provide a clean cut. Cutting grass too closely (scalping) shall be avoided. Mowing pattems shall be changed regularly to avoid rutting. Use small mowers for difficult or tight areas where larger commercial mowing units cannot maneuver. Mowing shall be done optimally when the grass is dry, however, mowing wet turf is acceptable. Bagging is not required, and grass clippings may be left on the grass providing no readily visible clumps remain on the grass surface after mowing. If clippings are excessive or diseased, they shall be removed after mowing to enhance overall turf appearance and to prevent matting, clumping and thatch buildup. In the case of fungal disease Page 32 of 36 114347601.1 final revision 8/28/2017 outbreaks, clippings will be collected and disposed off-site until the disease is controlled. 2. The final appearance after mowing shall present a neat appearance. Care shall be taken with mowing equipment to avoid obstructions and damages to trees, shrubs, utility boxes, signage, buildings, sprinkler heads, etc., and the Tenant shall be responsible for damage caused by its operations. 3. The Tenant shall be responsible for damage to any plant material or site features caused by the Tenant/contractor or his/her employees. The Tenant will be notified in writing of the specific nature of the damage and cost of repair. 4. The Tenant shall inspect sites on a weekly basis. E. MULCHING- All mulch spread is not to exceed two to three inches (2"-3"). Brown, shredded hardwood mulch will be applied prior to the Thanksgiving for the Holidays. Mulch shall be applied to all perennial, shrub and tree beds. F. WEEDING- All landscaped areas will be inspected and maintained weekly and be kept weed free throughout the year. G. LANDSCAPE MAINTENANCE - Weekly visits to each area subject to conditions; a spring clean-up in March or early April and a complete mulching of all beds by May 30. 1. Landscape beds shall be kept free of weeds for the duration of this contract. Any weeds found within the bed shall be removed. Poison ivy shall be sprayed and removed. 2. All plants in the landscape beds shall be pruned in accordance with ANSIZ 133.1 standards. Pruning shall be completed in the spring and fall. 3. Remove dead plant material. Notify the City of the date, type of plant, and location of removal within five (5) working days of removal. 4. Remove all trash and weeds from beds. 5. Rake leaves from all landscaped as needed. 6. Using an edger, edge all lawn areas, plant beds, tree rings, and where lawn abuts hard surfaces such as concrete, pavers, and cobble edges and gravel paths. Lawn edging shall be done at mowing time. 7. Monitor plants for disease and pest activity and treat as needed by a Licensed/certified applicator. H. RIGHT-OF-WAY CUTTING - all ROW areas shall be mowed per City Ordinance (adjacent ROW shall be maintained). All debris and litter shall be removed prior to cutting. I. EQUIPMENT - All equipment and vehicles used by the Contractor shall be maintained and in good working mechanical condition. J. SAFETY REQUIREMENTS 1. The Tenant will be responsible for high visibility vests for employees when working within 25 feet (25') of roadways. Safety cones shall be used around equipment and roadway. Comply with all OSHA, local. State and Federal Requirements for all safety. 2. The Tenant shall take all due precautions to avoid damaging the sprinkler heads, quick couplers and drip irrigation hoses. Any damage to the infrastructure by the Tenant during the terms of this contract shall be repaired at the sole expense of the contractor within three(3) days of the damage. Page 33 of 36 114347601.1 final revision 8/28/2017 3. Work in the right-of-way shall be conducted in accordance with the Florida Manual of Uniform Code and follow the Maintenance of Traffic (MOT). K. CLEAN-UP OPERATIONS 1. Blow debris and clean off walkways, steps, and other hardscapes. Do not blow debris into any stormwater drainage facility. 2. Haul and dispose of all materials in accordance with State and local ordinances. L. MONTHLY REPORTS - Submit monthly written reports outlining services performed, problems encountered, and any plant health concerns that were treated. The Tenant will be required to submit the monthly report by the 15th of the month. The contractor shall provide the Owner with one contact person to whom all concerns can be address. If, in the opinion of the Public Works Department, the Tenant has not or is not satisfactorily performing the work covered by this specification, and within forty eight (48) hours of receipt of a written demand from the City of Miami Gardens, for performance, has not cured any defect in performance specifically itemized in such demand, the City of Miami Gardens may, at its option: 1. May hire another contractor to cure any defects in performance or complete all work covered by this specification and back-charge the Tenant. 2. Any demand for performance shall be specifically delivered to Tenant by personal delivery or certified or registered mail. 3. The City of Miami Gardens will make periodic inspections and follow up as needed with the Tenant to discuss any issues, etc. Page 34 of 36 114347601,1 final revision 8/28/2017 EXHIBIT "E" INSURANCE REQUIREMENTS All insurance requirements must be met and evidenced to the Landlord before delivery of goods and performance of services. The Landlord reserves the right but not the obligation to revise any insurance requirement, or reject any insurance coverage, which fail to meet the criteria stated herein at any time. The Landlord reserves the right to require Contractor to provide and pay for any other insurance coverage the Landlord deems necessary, depending upon the possible exposure to liability or loss. These insurance requirements shall not limit the liability of the ContractorA^endor. The Landlord does not represent these types or amounts of insurance to be sufficient or adequate to protect the Contractor/Vendor's interests or liabilities, but are merely minimums. 6. Workers' Compensation; Coverage is to apply for all persons fulfilling this contract for statutory limits in compliance with the law of the State of Florida and any applicable federal laws. The policy must include Employer' Liability with a limit of $1,000,000 each accident, $1,000,000 each employee, $1,000,000 policy limit for disease. The Landlord will not accept certificates of exemption. Confirmation that Workers Compensation is provided for all persons fulfilling this contract, whether employed, contracted, temporary or subcontracted is required. 7. Commercial General Liability: Occurrence Form Required: Contractor shall maintain commercial general liability (CGL) insurance with a limit of not less than $5,000,000 each occurrence. If CGL insurance contains a general aggregate limit, it shall apply separately to this project in the amount of $5,000,000 (Per Project Aggregate). Products and completed operations aggregate shall be $5,000,000. CGL insurance shall be written on an occurrence form and shall include bodily injury and property damage liability for Property, operations, independent contractors, products and completed operations, contractual liability, broad form property damage and property damage resulting from explosion, collapse or underground (x, c, u) exposures, personal injury and advertising injury. 8. Commercial Automobile Liability: Contractor shall maintain automobile liability insurance with a limit of not less than $3,000,000 each occurrence for bodily injury and property damage liability. Such insurance shall cover liability arising out of any auto (including owned, hired, and non-owned autos). The policy shall provide contractual liability coverage. 9. Professional Liability/Malpractice/Errors or Omissions: Leased design-build professional work such as that provided by architects, engineers, etc. shall maintain Page 35 of 36 114347601 1 final revision 8/28/2017 professional liability or malpractice or errors or omissions insurance with limits of $5,000,000 per occurrence. 10. If claims-made the retro date shall be prior or equal to the effective date of any contract with the Landlord. The coverage shall be renewed or include a "tail" or Discovery, or continuous renewal of coverage for a period of 3 years following the completion of the project. 11. Umbrella or Excess Liability insurance can be utilized to provide the required limits. Coverage shall be "following form" and shall not be more restrictive than the underlying insurance policy coverages, including all special endorsements and Landlord as Additional Insured status. 12. Builder's Risk: Builder's Risk Insurance is to be purchased to cover subject property under construction for special perils (all risks or equivalent) of loss (including wind, theft and sinkhole), subject to a waiver of coinsurance, and covering on-site and off-site storage, transit and installation risks, if such coverages are not separately provided. Flood: If property being constructed is located in a Special Flood Hazard Area (SFHA) or flood risk exists, flood insurance must be provided to be provided. Deductible: the contractor is responsible for any applicable deductibles. Insured Parties: The Builder's Risk insurance is to be endorsed to cover the interest of all parties, including the Landlord and all contractors and subcontractors. In addition, provide the following coverages: a. Waiver of Occupancy Endorsement - coverage should be continued if the Landlord to occupies the facility under construction during such activity. b. Machinery / Equipment Endorsement - when the Contract calls for the installation of machinery or equipment, coverage must be provided during transit, installation, and testing. Page 36 of 36 114347601.1 final revision 8/28/2017 feet for a one-bedroom unit to 791 square feet for a two-bedroom unit, which shall be operated and administered as housing for persons 55 years and older . 5. LEASE CONTROLS: The parties acknowledge that this Memorandum does not contain all the terms, covenants, conditions and provisions of the Lease, but is only intended to provide notice by virtue of being recorded in the Public Records of Miami-Dade County, Florida. The Lease shall control and govern with respect to any conflict between the terms or provisions set forth in this Memorandum and those in the Lease. 6. BINDING EFFECT: The terms and provisions of this Memorandum shall be binding upon and inure to the benefit of the respective successors and assigns of the City and the Tenant. 7. COUNTERPARTS: This memorandum may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall be taken together and shall constitute one and the same instrument. WITNESS WHEREOF, the parties hereto have executed this Memorandum of Lease on the last day and year specifiec CITY QF MIAMI/GARDENS CAMERON BENSON, CITY MANAGER NEW URBAN DEVELOPMENT LLC By: CHIEF EXECUTIVE OFFICER Date:_Date: ATTESTED BY RONETTA taylof CITY CLERK APPROVED A$ TO FORM: CORPORATE SEAL SONJA Dl^ENS CITY ATTORNEY Tn-r?. n 114437324.1 -i.