0008_ATT_B_Lease_Agreement_rev_6.24.26.pdf

Rev 6/24/26

ATTACHMENT B

Draft

Contract No. RFP0000008

Development of Property at the SW 296th Street TransitWay Station

Lease Agreement

Phase ___of Dolphin Station Lease

2 of v

ISSUED BY MIAMI-DADE COUNTY:

The Department of Transportation and Public Works

Miami-Dade County, Florida

Property at the SW 296th Street TransitWay Station

Page i of vi

ATTACHMENTS:

Schedule 1.1 Real Property Description of Demised Premises Schedule 1.7 Rental Regulatory Agreement with PHCD Schedule 3 Rent Schedule Schedule 4.1 Development Plan (Project/Phase Description) Schedule 4.2 Project Schedule Schedule 21.2 Landlord’s Estoppel Certificate Schedule 22.6 Building Construction Responsible Wages and Benefits Requirements Schedule 22.8 Electric Vehicle Supply Equipment Requirements Schedule 22.16 Sustainable Buildings Program Requirements

Exhibit A Miami-Dade Transit Construction Safety Manual Exhibit B Miami-Dade County Implementing Order 4-133

Sample Lease Agreement for Development of Property at the SW 296th Street TransitWay Station

THIS AGREEMENT OF LEASE (this “Lease”), dated as of the ___ day of ________, 20____, made by and between MIAMI-DADE COUNTY, a political subdivision of the State of Florida, through the Miami-Dade Department of Transportation and Public Works, having its principal office and place of business at 701 N.W. 1st Court, 17th Floor, Miami, Florida 33136 (hereinafter called the "Landlord", the “County”) or "DTPW"), and _________________________________, having an office and place of business at _______________________________(hereinafter called the "Tenant") (each a Party, and, together with the “Landlord”, the “County”, or “DTPW”, collectively the “Parties”).

W I T N E S S E T H:

A. Landlord owns certain real property located in Miami-Dade County, Florida, as more particularly described on Schedule 1.1, attached hereto and made a part hereof (the "Land").B.

_____________________ submitted to Landlord its response to a Request for Proposals

Number __________ for the Land (the “Proposal”).

C. Tenant submitted the Proposal to Landlord in response to RFP No. _____ for construction of a mixed-use development on the Demised Premises, comprising of Low-Income, Workforce, and market rate residential housing and incidental retail.

D. On __________ __, 202_, the Miami-Dade County Board of County Commissioners (Board) adopted Resolution No. _______, authorizing Landlord to enter into that certain Development

Agreement by and between Miami-Dade County and ___________, dated as of ___________

__, 202_ and to enter into this Lease.

E. Landlord has a material interest in rapidly developing the site to its highest and best use which meets the County’s development objectives and which focuses density around the SW 296

Street TransitWay Station and the TransitWay System.

F. Landlord recognizes the potential for public and private benefit through a joint development of the Demised Premises, as defined herein, in order to provide affordable housing, to promote usage of transit facilities, and to further economic development in Miami-Dade County.

G. The Landlord and the Tenant are parties to the Development Agreement entered on _______

___, 20__, granting the Tenant the right and obligation to develop the Demised Premises in conformity with the approved Development Plan.

H. Any Rental Regulatory Agreement between the Tenant and Public Housing and Community

Development (PHCD) shall also be executed and delivered at Closing in substantially the form attached hereto as Schedule 1.7B.

I. The Tenant has satisfied the conditions required to commence construction and execute this

Lease in accordance with the terms of the Development Agreement.

J. The Landlord desires to lease to the Tenant, and the Tenant desires to lease from the Landlord, the Demised Premises, to enable the Landlord and the Tenant to develop a unified project.

NOW, THEREFORE, it is hereby mutually covenanted and agreed by and between the Parties hereto that this Lease is made upon the agreements, terms, covenants, and conditions hereinafter set forth. Capitalized terms used herein shall have the definitions set forth in Article

2 hereof.

ARTICLE 1

Premises General- Terms of Lease

Section 1.1 Lease of Land and Air Rights

In accordance with (a) Chapter 125, Florida Statutes; (b) the powers granted to the Landlord pursuant to authority properly delegated by the Florida legislature; and (c) the authority to lease real property and air rights over real property belonging to Miami-Dade County; and for and in consideration of the rents, covenants, and agreements specified herein, its successors and assigns, the Landlord agrees, pursuant to the terms of this Lease, and does hereby lease and demise unto the Tenant, its successors and assigns, and the Tenant does hereby take and hire, upon and subject to the conditions and limitations herein expressed, the Demised Premises, reserving to the

Landlord the rights described herein, to have and to hold the same unto the Tenant, its successors and assigns for the Term.

Section 1.2 Term of Lease

A. The initial term of this Lease shall be __ years, commencing on the Effective Date with

___additional renewal term(s) each having a term of __ years with the final term ending on the date which is ninety-nine (99) years from the Effective Date. The obligation to pay rent shall begin on the Effective Date.

B. Renewal terms shall be automatic provided that no Event of Default under this Lease exists and remains uncured at the time such option is extended, that the Tenant is in compliance with all terms and conditions of this Lease and current on any and all other obligations under the Lease.

C. The renewal terms shall commence on the day following the expiration of the previous term of this Lease. The terms and conditions of the Lease during the renewal terms shall be the same terms and conditions as are applicable during the initial term of this Lease except in the event of redevelopment, in which event the provisions contained in Article 10 of this

Lease shall become effective.

D. The Landlord shall deliver possession of the Demised Premises on the Effective Date, at which time the Tenant may take possession thereof. The Landlord further agrees that, prior to the Effective Date, the Tenant may enter upon the Demised Premises, in accordance with the terms of the Development Agreement, to perform studies, tests, evaluations, and similar type inspections with the approval of and in coordination with the Miami-Dade Department of Transportation and Public Works (DTPW).

Section 1.3 Conditions Precedent to Effectiveness of Lease.

This Lease shall not become effective unless and until the Federal Transit Administration

(FTA), the Florida Department of Transportation (FDOT), and the Board of Miami-Dade County

Commissioners have approved the execution of the Development Agreement, all applicable provisions of the Development Agreement for a Lease to become effective have been met, and the first payment of Initial Rent has been paid to the Landlord. For the avoidance of doubt, and notwithstanding any provision of this Lease to the contrary, upon the Effective Date of this Lease, all the obligations in the Development Agreement related to the Demised Premises have been incorporated into this Lease, and any default under the Development Agreement shall not be a default under this Lease.

Section 1.4 Conditions Related to Construction Activities

A. The Tenant shall have submitted to the Landlord the payment of Initial Rent (as defined herein) pursuant to Section 3.2 and be current on all other Rent and Fees;

B. The Tenant shall have submitted to the Landlord proof that it has closed on all loans(s) to the

Tenant from a recognized institutional Lender such as a bank, savings bank, savings and loan, pension fund, insurance company, real estate investment trust, or other real estate investment entity (provided such financing commitment is in full force and effect, and the

Tenant has complied with all material terms and conditions thereof), equal, in the aggregate, to the total cost of construction of the Project/Phase, to the extent such financing is being obtained, and to the extent no financing is being obtained, proof of the ability to provide the financing by the Tenant, in the form of a letter of credit from such recognized institutional lender, or in a form reasonably acceptable to the Landlord, equal in the aggregate to the total cost of construction of the Project/Phase; (the Tenant shall have previously complied with terms of this Section 1.4B as a condition precedent under the Development Agreement to

Commence Construction and enter this Lease. However, Section 1.4B shall be applicable under this Lease in the event of Redevelopment of the Project/Phase and/or rebuilding of the

Improvements).

C. The Tenant and the Landlord agree that all construction and development plans within the

Demised Premises or such plans for development that may impact any County facilities and/or operations(including but not limited to plans depicting the existing and proposed locations of all utilities and duct banks that connect to, or that otherwise may impact any

County facilities) shall be subject to the review and approval of DTPW to assure the public safety and the integrity and operation of County facilities and Systems. Precedent to any construction, excavation, demolition, restoration, testing, or staging, the Tenant shall have submitted to the DTPW Right-of-Way, Utilities and Joint Development Division through the

DTPW Director, or his or her designee, three (3) copies of plans, drawings, and calculations showing the relationship between the proposed activities and County facilities. The drawings and calculations shall have sufficient detail to allow DTPW to determine if such activities are likely to impact County facilities and/or operations and the extent of that impact, if any.

The drawings and calculations shall include, but not be limited to, the following, as required by the Landlord in its sole discretion:

1) Site plan;

2) Drainage area maps and calculations;

3) Sheeting and shoring drawings and calculations;

4) Architectural drawings for all underground levels through the top floor;

5) Sections showing foundations in relation to County structures and utilities serving County and/or private facility(ies);

6) Structural drawings;

7) Pertinent drawings detailing possible impacts to County facilities (including any utilities that may impact County facilities);

8) Geotechnical reports;

9) Settlement monitoring, mitigation and remediation plan, if applicable; and

10) Proposed sequence of activities.

D. If requested by the Landlord, the Tenant shall deliver to the Landlord a fully executed and delivered copy of the construction contract(s) between the Tenant and the prime construction contractor(s), together with each of the major contractors, and/or construction management contract(s).

E. The Tenant has obtained, and has caused its general contractor(s), construction manager(s), architect(s), and subcontractors to obtain the insurance required under Article 7, naming the

Landlord as an additional insured and loss payee and has delivered to the Landlord certificates evidencing such insurance.

F. Any such proposed construction, excavation, demolition, restoration, testing, remediation, or staging may commence only after DTPW has completed its review and the DTPW Director or designee has issued written approval of the plans, drawings and calculations.

Notwithstanding anything herein, all construction shall be in compliance with the latest edition of the Miami-Dade Transit Construction Safety Manual, May 2012, and the Miami-

Dade Transit Adjacent Construction Manual, November 2011, or their replacements, as applicable.

G. The Landlord reserves the right at all times to disapprove of plans and/or activities in whole or in part if the Landlord, in its sole discretion, determines that County operations or facilities may be unacceptably impacted and/or to request additional information. If the Landlord, in its sole discretion, determines that activities undertaken by or on behalf of the Tenant, or planned to be undertaken by or on behalf of the Tenant, may impact County facilities or operations, the Landlord may require the Tenant to submit a plan to monitor, mitigate, and remediate any such impacts. The plan may call for the alteration, relocation, or replacement of County and/or private facilities, either temporary or permanent, and with measures required to maintain County and/or private operations, including coordination of any payment of costs incurred by the County in providing County employees or representatives to monitor and coordinate such activities, if required, which costs shall be paid by Tenant.

The plan must be approved by the Landlord in writing prior to the commencement of any such activities. If directed by the Landlord, the Tenant must immediately mitigate all such impacts as specified by the Landlord and the Tenant shall immediately remediate all damage or impacts caused by activities performed on behalf of the Tenant, to the satisfaction of the

Landlord, at the Tenant’s sole expense. If such activities cause disruption or interruption to normal County operations, the Tenant shall pay all costs incurred by the County in providing replacement and/or alternative services and the cost of any activities and/or occurrences provided for in the Miami-Dade County Implementing Order 4-133 (Exhibit B).

Additionally, the Landlord shall have the right to slow or stop any activities that the Landlord, in its sole discretion, determines to be potentially hazardous to County facilities, operations, employees, patrons, or to the public and to require the Tenant to implement appropriate safety measures as deemed necessary by the Landlord at the sole cost of the Tenant. The Landlord shall not incur any expense as a result of such actions.

Section 1.5 Performance and Payment Bonds

A minimum of ten (10) days before the Tenant commences any construction work related to any portion of the Project/Phase or any materials are purchased from a supplier, the Tenant shall have executed and delivered to the Landlord and recorded in the public records of the County, a payment and performance bond equal to the total cost of the construction of the Project/Phase. Each payment and performance bond shall be in compliance with all applicable laws including but not limited to, all applicable portions of Section 255.05 of the Florida Statutes and shall name the

County and the Tenant beneficiaries thereof as joint obligees.

As an alternative to the above-described payment and performance bond, the Tenant may provide security to the Landlord (Alternate Security) in the following manner:

A. Provide the Landlord with a certified check that the Landlord may deposit into a County-controlled bank account (escrow account) or an irrevocable letter of credit in a form and in an amount that is acceptable to the Landlord, to remain in place until evidence reasonably satisfactory to the Landlord is submitted to demonstrate that all contractors and material suppliers performing any work on and/or supplying any materials for the Project/Phase have been paid in full and a Certificate of Occupancy has been issued for the Project/Phase;

B. Require that each prime contractor hired by the Tenant to perform work and/or make improvements on the Project/Phase provides a performance bond with a surety insurer authorized to do business in the State of Florida as a surety in an amount not less than one hundred percent (100%) of its respective contract in a form acceptable to the Landlord to insure that its construction work shall be completed by the contractor or, on its default, its surety shall name the County as an additional obligee and shall meet the specifications set forth below;

C. Require that each prime contractor hired by the Tenant to perform work and/or make improvements on the Project/Phase provides a payment bond with a surety insurer authorized to do business in the State of Florida as a surety in an amount not less than one hundred percent (100%) of its respective contract in a form acceptable to the Landlord to secure the completion of the Project/Phase free from all liens and claims of sub-contractors, mechanics, laborers, and materialmen; names the County as an additional oblige and payee; and meets the specifications set forth below; and

D. The Alternative Security and bonds required above shall comply with the requirements of

Section 255.05 of the Florida Statutes.

If the Tenant provides the Alternative Security, the Tenant shall also comply with the following obligations:

1) Obtain a conditional release of lien from each of its prime contractor(s) at the time each progress payment is made;

2) Obtain an unconditional release of lien form each of its prime contractor(s) within five (5) business days after payment is made; and

3) In either case, the Tenant shall, within ten (10) business days of notification by the

Landlord, deposit an amount equal to the reduced/disbursed amount in the County’s escrow account or increase the irrevocable letter of credit so as to replenish the original amount of the cash deposit(s) or security posted.

4) The Tenant shall not allow any mechanics’ liens or materialmen’s liens, or liens, judgements, or encumbrances of any kind to remain on or to cloud the title of the

Landlord’s fee simple interest in the Land and shall indemnify the Landlord for any costs, expenses, or damages the Landlord incurs by reason thereof, in the event that any such encumbrance is not removed as a lien on the Landlord’s fee simple interest in the Land within thirty (30) days after the Tenant receives written notice from the Landlord demanding removal of such encumbrance, in which case such encumbrance shall be deemed an Event of Default hereunder. The Tenant shall promptly take all steps required to promptly remove and otherwise resolve all such encumbrances of which the Tenant has been given actual notice.

In the event that the Tenant’s contractor(s) claim non-payment(s) and/or, fail to timely provide unconditional releases of lien within the timeframe stipulated, the Landlord reserves the right but not the obligation to:

1) Reduce the amount(s) in question from the cash deposit(s) or security posted until the claim(s) is/are liquidated; or

2) Appropriate funds for such payment(s) from any cash deposit(s) of security posted and make payment(s) directly to claimant(s).

ARTICLE 2

Definition of Certain Terms

The terms set forth below, when used in this Lease, shall be defined as follows:

A. ADA shall mean the Americans with Disabilities Act, as amended from time to time.

B. Additional Rent shall have the meaning ascribed to such term in Section 3.9.

C. Affiliate shall mean any entity that directly or indirectly owns and controls, is owned and controlled by, or is under common ownership and control with the designated entity whether such control is through contract, equity interest, management authority or otherwise. For the avoidance of doubt, the transfer of ownership from Tenant to an Affiliate shall not be used as a mechanism to avoid the payment of the Transfer Fee to the County under Section 3.8 herein. D. Annual Rent shall have the meaning ascribed to such term in

Section 3.3 herein.

E. Assignment shall have the meaning ascribed to such term in Article 17 herein.

F. Board shall mean the Board of County Commissioners of Miami-Dade County, Florida.

G. BOMA Standard shall mean the Standard Method of Floor Measurement for Office

Buildings, as most recently published by the Building Owners and Managers Association

International (BOMA), which shall be used to compute square footage of all office and retail space.

H. Certificate of Occupancy shall mean the certificate issued by the person or agency authorized to issue a certificate of occupancy or certificate of completion, as applicable, evidencing that the applicable Improvement(s) is (are) ready for occupancy or use in accordance with applicable Law or Ordinance.

I. Closing shall mean the execution and delivery of this Lease, payment of Initial Rent, and the performance of such other obligations as may be necessary in connection therewith and/or otherwise in connection with the Project, at which time the County shall have delivered this Lease to the Tenant and the Tenant shall have gained possession of the

Demised Premises and the Lease provisions are effective.

J. Closing Conditions shall mean the conditions precedent to commence construction that the

Tenant must satisfy pursuant to the terms of the Development Agreement to Close on this

Lease.

K. Code shall mean the Code of Ordinances of Miami-Dade County, as amended from time to time.

L. Commencement of Construction, Construction Commencement, and "commenced" when used in connection with construction of the Project/Phase shall mean the earlier of the filing of the notice of commencement under Florida Statutes Section 713.13 or the visible start of work on the site of the Project/Phase. In order to meet the definition of "Commencement of Construction" or “commenced” herein, such filing of notice or visible start of work must occur after the Tenant has received building permit(s) necessary to begin construction for the Project/Phase.

M. Condition of Rights Granted shall mean any obligation imposed by the Tenant on

Sublessee, licensee, or any third party in exchange for the right or entitlement to occupy and/or to use any portion of the Improvements or the Demised Premises, including but not limited to, payment(s) or compensation in any form, regardless of the designated use or the term applied to such payments or compensation.

N. Construction Completion or Completion of Construction shall mean, for the Project or any

Project Phase, the date in which a Certificate of Occupancy is issued for that Phase or

Project.

O. Construction Plans shall consist of final design plans for particular Improvements as approved by Miami-Dade County, the drawings and specifications for which are in the format with sufficient detail as required to obtain building permits for such Improvements and as further described in Article 4.

P. Day shall mean a calendar day, unless otherwise specified.

Q. Demised Premises shall mean the property described in Schedule 1.1, attached hereto and made a part hereof, leased to the Tenant pursuant hereto, which shall be subject to the provisions of this Lease:

RESERVING UNTO THE LANDLORD, subject to the remaining provisions of this

Lease, the following:

1) the permanent and perpetual non-exclusive right of ingress, egress, and passageway in, over, through, and across the Public Areas of the Demised Premises which is necessary or desirable for entrance, exit, and passageway of persons and property, including vehicles, to and from County facilities;

2) all subsurface rights under the sidewalks, streets avenues, curbs, and roadways fronting on and abutting the Demised Premises, subject to Tenant’s rights described in this definition;

3) the permanent and perpetual non-exclusive right to use and occupy the space located in the Public Areas of the Demised Premises which may be temporarily occupied by patrons using County facilities, County employees, and/or County representatives, as well as the transportation of baggage, mail, supplies, and materials of such passengers and the County, from the Demised Premises, public thoroughfares, and County facilities;

4) the permanent and perpetual non-exclusive right to use and occupy the space located in the Public Areas of the Demised Premises to be occupied by County directional signs approved by the Tenant as to location, size, and consistency pursuant to the terms of this Lease;

5) the Tenant shall provide a minimum of one hundred thirty-nine (139) permanent parking spaces within the Development Site for the exclusive use by transit patrons.

Tenant shall provide an additional one hundred fifty (150) spaces that must be shared spaces to be available for use by both transit patrons and development residents;

6) the County reserves the right to exclude existing or proposed streets and sidewalks from the Demised Premises which provide and accommodate access to and from the

Project and County facilities, the System, the Station, bus terminals, stops and shelters, any government agency’s property or facility, or any third party(ies)’ property or facility.

IT BEING UNDERSTOOD between the Parties hereto that no portion of the TransitWay

System or County facilities are leased or intended to be leased to the Tenant and that all portions of the TransitWay System are expressly EXCEPTED AND RESERVED unto the

Landlord, except to the extent that parts thereof are leased or rights in respect thereof are granted to the Tenant as herein provided.

R. Development Agreement shall mean the agreement wherein the Tenant and the County are parties entered on _______ ___, 20__ which contains the general terms and conditions and phasing, if applicable, under which Lease(s) will become effective and the entire

Development Site is to be developed in conformity with the Development Plan.

S. Development Plan shall mean the development plan for the entire Development Site as set forth in Schedule 4.1.

T. Development Site or Site shall mean the real property on which the overall Project is to be developed in accordance with the Development Agreement and in conformity with the

Development Plan as set forth in Schedule 4.1.

U. Effective Date shall mean the date on which this Lease has been executed by both Parties to this Lease.

V. Event(s) of Default shall have the meaning ascribed to such term in Article 18 herein.

W. Fair Market Value shall be that sum which, considering all of the circumstances, would be arrived at by good faith, fair, arm's-length negotiations between an owner willing to sell and an independent third-party purchaser willing to buy, neither being under any pressure.

X. Final Design Plans shall mean the final plans and specifications.

Y. Financing Agreement shall mean any loan or financing agreement, other than a Leasehold

Mortgage, obtained or entered into for the purpose of financing any portion of the Project, leasehold interest, or Improvements including a mezzanine financing agreement or preferred equity loan(s).

Z. Impositions shall mean all ad valorem taxes, special assessments, sales taxes, and other governmental charges and assessments levied or assessed with respect to the Demised

Premises and the activities conducted thereon or therein.

AA. Improvements shall mean all enhancements to be erected and installed on, above, or below the surface of the Demised Premises as a part of the Project, or Phase of the Project, including but not limited to the buildings, structures, parking structures, utilities, utility lines and appurtenant equipment, vaults, infrastructure, landscaping and hardscaping, drives, streets, sidewalks, and parking areas and all equipment and systems which are intended to remain attached or annexed, including any replacements, additions, and substitutes thereof.

BB. Including, either capitalized or in lower case form, when used in this Lease is intended to always mean “including but not limited to”.

CC. Initial Rent shall have the meaning ascribed to it in Section 3.2.

DD. Land shall mean the real property described in Schedule 1.1 hereto.

EE. Landlord shall mean, on the Effective Date, Miami-Dade County, a political subdivision of the State of Florida, through the Miami-Dade Department of Transportation and Public

Works. Thereafter, "Landlord" shall mean the owner at the time in question of the

Landlord's interest in the Demised Premises.

FF. Law and Ordinance or Laws and Ordinances shall mean all present and future applicable laws, ordinances, rules, regulations, building and zoning codes, authorizations, orders, and requirements of all federal, state, county, and municipal governments, the departments, bureaus, or commissions thereof, authorities, boards, or officers, any national or local board of fire underwriters, or any other body or bodies exercising similar functions having or acquiring jurisdiction over all or any part of the Demised Premises.

GG. Lease or Lease Agreement shall mean this Lease and all attachments, amendments, supplements, addenda, or renewals thereof.

HH. Lease Year shall mean each separate and consecutive period of twelve (12) full calendar months beginning on the first day of the first month following the Effective Date and upon each anniversary of such date thereafter provided that the Landlord may cause the Lease

Year to be a calendar year.

II. Leasehold Mortgage shall mean a mortgage or mortgages of the leasehold interest of the

Tenant hereunder given to any Leasehold Mortgagee for the sole purpose of providing financing or capital for the Improvements under the Lease and shall include any mortgage by which this Lease has been encumbered.

JJ. Leasehold Mortgagee shall mean the recognized lending institution meeting the requirements specified in Section 1.4 that is or becomes the holder, mortgagee, or beneficiary under a Leasehold Mortgage and the successors or assigns of such holder, mortgagee, or beneficiary.

KK. Lender shall mean any federally insured, recognized lending institution providing financing which is secured by the leasehold interest and/or Improvements, which Lender shall not require the approval by the Landlord, or, with the prior written approval of the

Landlord, any other source of capital or equity for the Project or any Project Phase.

LL. Low-Income Housing or Low-Income Housing Units shall mean households with an income of less than eighty percent (80%) of the Area Median Income as established by the

U.S. Department of Housing and Urban Development.

MM. Mezzanine Financing shall mean a loan or equity investment made by the Mezzanine

Financing Source to provide financing or capital for the Project, or any portion thereof, which shall be subordinate to the first Leasehold Mortgage and may be secured by, inter alia, a mortgage and/or a pledge of any direct or indirect equity or other ownership interests in the Tenant or structured as a preferred equity investment with mezzanine style remedies, the exercise of which may result in a change of control.

NN. Mezzanine Financing Source shall mean a Lender selected by the Tenant to provide

Mezzanine Financing.

OO. Milestones shall have the meaning as ascribed to such term in Section 4.2 herein.

PP. Must, either in capitalized or in lower case form, when used in this Lease is intended to always convey a mandate and/or a requirement.

QQ. Must not, either capitalized or in lower case form, when used in this Lease is intended to always convey a prohibition and/or something that is not allowable.

RR. Permit shall mean any permit issued or to be issued by the appropriate agency or person, including but not limited to applicable permits for construction, demolition, installation, foundation, dredging, filling, the alteration or repair or installation of sanitary plumbing, water supply, gas supply, electrical wiring or equipment, elevator or hoist, HVAC, sidewalk, curbs, gutters, drainage structures, paving and the like.

SS. Phase shall mean a separate and distinct portion of the Project which may be developed, financed, constructed, operated, and owned separately from any other Phase of the development.

TT. Plans and Specifications shall mean the plans and specifications for all the work in connection with the alteration, construction, and reconstruction of the Project/Phase required to be done or performed hereunder and shall include any changes, additions, or modifications thereof, provided the same are approved as provided herein.

UU. Project shall mean the overall joint development, including all Phases of the Project, contemplated by the response by the Tenant to the Request for Proposal for Development of Property at the SW 296th Street TransitWay Station (the “Proposal”), as such proposed development may be amended and/or revised from time to time.

VV. Project Schedule shall mean the list of Milestones for the Project, including each Phase of the Project, if applicable, and the timetable for the completion of each Milestone based upon the Proposal, as approved by the County/Landlord and subject to Unavoidable Delays and duly requested changes which are approved by the County/Landlord in writing.

WW. Proposal shall have the meaning ascribed to such term in Section 24.17.

XX. Public Areas shall mean those areas of the Demised Premises both enclosed and unenclosed, generally available and open to the public during normal business hours including any connection to the Station but does not include common areas in the respective residential, office, or commercial components.

YY. Redevelopment shall have the meaning ascribed to it in Article 10.

ZZ. Rent shall collectively mean Initial Rent, Annual Rent, and Additional Rent.

AAA. Rental Regulatory Agreement shall mean the agreement by and between Tenant and

PHCD containing the provisions under which the low-income and workforce housing units shall be leased for occupancy.

BBB. Restricted Entity shall mean those sanctioned, debarred, or restricted persons and organizations that the U.S. government maintains in any federal list including:

the Specially Designated Nationals and Blocked Persons List (U.S. Department of

Treasury); the Foreign Sanctions Evaders List (U.S. Department of Treasury); the Entity

List (U.S. Department of Commerce); the Denied Persons List (U.S. Department of

Commerce); the Unverified List (U.S. Department of Commerce); the Nonproliferation

Sanctions List (U.S. Department of State); the AECA Debarred List (U.S. Department of

State); and/or the Convicted Vendor List ( Florida Department of Management Services).

CCC. Scheduled Closing Date shall mean the date Closing occurs for the Project/Phase, upon satisfaction of the Closing Conditions as set forth in the Development Agreement.

DDD.Security Deposit shall mean the money deposited into an account pursuant to the

Development Agreement, which upon this Lease becoming effective shall be applied as pre-paid Rent to the first Rents becoming due under this Lease until the amount deposited into the account as a Security Deposit is exhausted.

EEE. Shall, either in capitalized or in lower case form, when used in this Lease is intended to always convey a mandate and/or a requirement.

FFF. Shall not, either capitalized or in lower case form, when used in this Lease is intended to always convey a prohibition and/or something that is not allowable.

GGG. Sublease shall mean any instrument pursuant to which a portion of the rights granted by this Lease is transferred to an entity other than the Tenant, including but not limited to, a space lease and/or license agreement, and whereby the original Tenant retains all obligations under this Lease.

HHH. Sublessee shall mean the entity to which a Sublease is granted, or its successors or assigns under any such Sublease.

III. Taking shall mean the exercise of the power of eminent domain as described in Article 16.

JJJ. Tenant shall mean, on the Effective Date, __________________, a

___________________. Thereafter, "Tenant" shall mean the owner(s) at the time in question of the Tenant's interest under this Lease, so that if the Tenant, or any successor to its interest hereunder ceases to have any interest in the leasehold estate hereby created, whether by reason of assignment, transfer, or sale of the Tenant's interest hereunder, the assignor, transferor, or seller shall, subject to the provisions of Section 17.1, be released from and relieved of all agreements, covenants, and obligations of the Tenant hereunder to be performed after the date of such assignment, transfer, or sale. Nothing herein shall be construed to relieve the Tenant from any liability or damages arising from actions or omissions occurring, or agreements, covenants, and obligations required to be performed, prior to the date of any such assignment, transfer, or sale of the Tenant's interest hereunder.

Notwithstanding the foregoing, the Tenant shall remain liable for the representations and warranties of Section 23.2.

KKK. TransitWay System or System shall mean the Miami-Dade County TransitWay System including, without limitation, TransitWay corridors, facilities, all buses, stations, parking facilities, drop off/pickup areas, bus terminals, bus bays, maintenance facilities, and all associated facilities and structures required in the operation of the TransitWay System.

LLL. Unavoidable Delays are delays beyond the control of a party required to perform, such as

(but not limited to) delays due to strikes; acts of God; floods; fires; any act, neglect, or failure to perform of or by the Landlord; enemy action; civil disturbance; sabotage; restraint by court or public authority; litigation or administrative challenges by third parties to the execution or performance of this Lease or the procedures leading to its execution; or moratoriums. The obligated party may be entitled to an extension of time because of its inability to meet a time frame or deadline specified in this Lease where such inability is caused by an Unavoidable Delay, provided that such party, within fifteen (15) days after it has become aware of such Unavoidable Delay, gives notice to the other party in writing of the causes thereof and the anticipated time extension necessary to perform. Neither party shall be liable for loss or damage, or deemed to be in default hereof due to any such

Unavoidable Delay(s), provided that the obligated party has notified the other as specified in the preceding sentence and further provided that such Unavoidable Delay did not result from the fault, negligence, or failure to act of the party claiming the delay. Time being of the essence, failure to give notice to the other party of the existence of Unavoidable Delays within the fifteen (15) days of its discovery by a party shall void its entitlement to any extension of time.

MMM. Work shall mean all matters and things that will be required to be done for the construction, operation, and maintenance of the Improvements and the Demised Premises by the Tenant in accordance with this Lease.

NNN. Workforce Housing or Workforce Housing Units shall mean the rental of housing units to natural persons or families with incomes of one hundred and twenty percent (120%) or less of the Area Median Income as published annually by the U.S. Department of Housing and

Urban Development.

ARTICLE 3

Rent

Section 3.1 Net Lease

This Lease is an absolute net lease. Accordingly, Rent shall be paid to the Landlord without deduction for any expense or charge except as otherwise expressly provided for in this Lease. The

Tenant shall be responsible for and shall pay all expenses of every kind and nature relating to or arising from the rights granted under this Lease thereon including Impositions and expenses arising from the construction, operation, maintenance, repair, use, occupancy, and/or management relating to the Demised Premises and Improvements.

The Tenant shall pay to Landlord Rent in accordance with Schedule 3, attached hereto and by reference made a part hereof.

Section 3.2 Initial Rent

During the first ____ Lease Years or until Construction Completion and a Certificate of Occupancy is issued, whichever occurs first, the Tenant shall pay to the Landlord Initial Rent for the Demised

Premises, as set forth in Schedule 3. The first payment of Initial Rent shall be due upon or prior to the Effective Date of this Lease. Initial Rent payments shall be due in advance without notice or demand from the Landlord.

Any unrefunded Security Deposit which was deposited into an account under the Development

Agreement for this Phase of the Project, if applicable, and any prepaid Development Fee

(Development Fee which was paid to the County prior to this Lease becoming effective in excess of the Development Fee due under the Development Agreement) shall be credited to Rent due to the Landlord until the amount of the unrefunded Security Deposit and any prepaid Development

Fee is exhausted.

Section 3.3 Annual Rent

Upon Construction Completion and issuance of a Certificate of Occupancy for the Project/Phase or upon the ____ anniversary of the Effective Date, whichever occurs first, and during remaining term of this Lease, the Tenant shall pay to the Landlord Annual Rent. Annual Rent payments shall be payable in advance as set forth in Schedule 3, without notice or demand from the Landlord.

Section 3.4 Annual Adjustments to Rent

Commencing in the second full Lease Year, as defined in Article 2 above, and continuing each year during the term of this Lease and any renewal terms and/or extensions thereof, the amount of

Annual Rent established for the previous year shall be increased by three percent (3%), without notice or demand from Landlord.

Section 3.5 Adjustment to Rent in Event of Redevelopment

In the event of Redevelopment of the Project or Phase, Annual Rent shall be adjusted as described in Article 10 of this Lease.

Section 3.6 Late Payments

In the event that any payment of Rent due to the Landlord shall remain unpaid for a period of five

(5) days beyond their due date, a late charge at the rate of five percent (5%) of the delinquent amount (which shall be a liquidated damage) shall be added for each month or partial month that such delinquent Rent remains unpaid, without notice or demand from Landlord.

In the event any Rent is delinquent for consequent months, subsequent payments will be credited to the delinquent Rent that was the earliest due. Partial payment of Rent will not alleviate the late charge of five percent (5%) per month of the entire amount of the applicable Rent (which shall be a liquidated damage).

In addition to the rights and remedies provided for herein, the Landlord shall also have all rights and remedies afforded by law for enforcement and collection of Rents and any other monetary obligations due to the Landlord by the Tenant and late charges which are not inconsistent with the limitations or remedies contained in this Lease.

All Rents and other payments due to the Landlord under this Lease shall be paid to the Landlord at the address specified herein for notice to the Landlord.

Section 3.7 Restrictions Enacted After Award

The Tenant acknowledges that it has performed reasonable due diligence regarding development of the Demised Premises and that, based upon that due diligence, has proposed to develop the

Project, or Phase of the Project if applicable, in substantial compliance with the Development Plan described in Schedule 4.1. The Landlord and the Tenant acknowledge that the Initial Rent and

Annual Rent established in this Lease were based on the understanding that the Tenant would be able to develop the Project/Phase as described. If, due solely to Laws and Ordinances enacted subsequent to award of the Lease, the Tenant is not able to build the Project/Phase as described, then in addition to any other rights the Tenant has hereunder, the Tenant shall have the right to terminate this Lease and its obligations hereunder by giving written notice to the Landlord within six (6) months after such inability becomes known to the Tenant, and the obligations of the Tenant to pay Rent under this Lease shall be abated as of the date of the giving of such notice, and in such event this Lease shall terminate fifteen (15) days following the Landlord’s receipt of notice of termination.

In the event the Tenant does not terminate this Lease, as set forth above, the Tenant shall become entitled to an adjustment in Rent (Initial Rent and Annual Rent) on an equitable basis taking into consideration the amount and character of the space or other aspect of the Project/Phase described in Schedule 4.1, the use of which will be denied to the Tenant, as compared with the space described in the Schedule 4.1. However, in no event, shall such adjustments in the proposed development delay the Commencement of Construction or Completion of Construction for a period of longer than one hundred twenty (120) calendar days, unless an extension of such period of time is granted in writing by the County, in its sole discretion.

Section 3.8 Payment Where Tenant Sells, Assigns, or Transfers Any Development Rights

The Landlord and the Tenant acknowledge that they have entered into this Lease for development of public land for the potential of both public and private benefit. It is the intent of the Parties that any proceeds accruing to the Tenant as a result of any sale, assignment, or transfer of any interest of the Tenant be shared with the Landlord, regardless of the method used to accomplish such transfer, which may include but not be limited to, sale, assignment, financing and refinancing agreements and transfers of stock, partnership interest, or equity. Accordingly, in the event that, prior to the Completion of Construction of the Project/Phase, the Tenant sells, assigns, or transfers all or any portion of the Project/Phase, its leasehold interest, or ownership interest in the Tenant

(including stock, partnership interest, or any other equity) and as a result thereof the Tenant, in the aggregate, retains less than a fifty percent (50%) interest in such portion of the Project/Phase, its leasehold interest, or ownership in the Tenant, the Tenant shall pay the Landlord fifty percent

(50%) of the proceeds of such sale(s), assignment(s), or transfer. The Tenant shall pay the

Landlord’s share of the proceeds (the “Transfer Fee”) at the closing of such sale, assignment, or transfer.

In the event that such transfer occurs after Completion of Construction, the Tenant shall pay ten percent (10%) of the proceeds of such transaction to the Landlord. The Tenant shall pay the

Landlord’s share of the proceeds at the closing of such sale, assignment, or transfer.

In the event of any such proposed transfer, the Tenant shall comply with all requirements of

Section 17.1, including but not limited to, providing to the Landlord all documents related to such sale, assignment, or transfer in a form acceptable to the Landlord and which clearly, accurately, and completely represents all terms and conditions of such transfer. Any misrepresentation or withholding of material information relating to such sale, assignment, or transfer shall be considered to be an Event of Default.

The payments to the Landlord under this section shall be in addition to, and with no offsets for, any other Rents or payments to which the Landlord is entitled under any other provisions of this

Lease.

For the avoidance of doubt, a transfer of ownership from Tenant to an Affiliate shall not be used as a mechanism to avoid the payment of the Transfer Fee to the County pursuant to this Section

3.8.

Section 3.9 Additional Rent

Additional Rent shall be defined as all costs and expenses owed by the Tenant to the Landlord as provided for in this Lease, other than Initial Rent and Annual Rent.

Section 3.10 No Subordination of Rent

The Rent payable to the Landlord hereunder shall not, in any event, be subordinate to any other amounts due to any third party by the Tenant, including to any sums due under any Leasehold

Mortgage, Financing Agreement, or other Tenant obligation and the Landlord shall at all times have a first priority right to payment of Rent.

Section 3.11 Form of Payments

All payments made to the County shall be by check or by wire, as determined at the sole discretion of the County.

ARTICLE 4

Development of Land and Construction of Improvements

Section 4.1 Development Plan/Land Uses

A. The Development Plan which describes the overall development concept for the entire

Development Site is attached hereto as Schedule 4.1 and a made a part hereof.

B. The Tenant shall develop and construct the Project/Project Phase on the Demised Premises in substantial conformity with the Development Plan as set forth in Schedule 4.1.

C. The Parties recognize and acknowledge that the manner in which the Demised Premises are developed, used, and operated are matters of critical importance to the Landlord and to the general community. The Tenant agrees that at all times during the term of this Lease, the

Tenant will use reasonable efforts to create a development on the Demised Premises which:

1) Enhances and promotes the usage of transit facilities;

2) Creates strong access links between the Demised Premises and transit facilities;

3) Provides a physical connection between the Project and the SW 296th Street

TransitWay Station; and,

4) Creates a (type of project) with a quality of character and operation compatible with the surrounding area and consistent with that of similar, comparable projects of this nature in Miami-Dade County, Florida, in conformity with the Development Plan set forth in Schedule 4.1.

D. The Tenant shall establish such reasonable rules and regulations governing the use and operation by Sublessees, licensees, and any occupants of the Demised Premises and

Improvements as the Tenant deems necessary or desirable in order to assure the level or quality and character of operation of the Demised Premises and Improvements required herein; and the Tenant will use reasonable efforts to enforce such rules and regulations.

Section 4.2 Project Schedule/Phased Development (if applicable)

A Phased development approach has been proposed by the Tenant, and approved by the Landlord, to develop the entire Development Site offered for development in Request for Proposals No. __, Development of Property at the SW 296th Street TransitWay Station. The Parties have agreed that the development will be developed in Phases in accordance with the Development Plan for the entire Project as set forth in Schedule 4.1.

The portion of the Development Site leased to the Tenant under this Lease is described as Phase

___ in the Development Plan as set forth in Schedule 4.1. Milestones for the Project/Phase ____ of the Project, as applicable, are set forth in Schedule 4.2 (Project Schedule) and made a part hereof.