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Commercial Lease Subsidy Program Agreement, The Charlys Group, Inc. (2025) Z. G —333c0L CITY OF MIAMI BEACH COMMERCIAL LEASE SUBSIDY PROGRAM PARTICIPATION AGREEMENT MAR 2 0 2025 THIS AGREEMENT is entered into this day of , 20 ("Effective Date"), by and between the CITY OF MIAMI BEACH, FLORIDA, a Florida municipal corporation having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 ("City") and THE CHARLYS GROUP, INC., a Florida corporation, D/B/A CHARLY'S,whose principal business address is 345 Lincoln Road, Miami Beach, Florida 33139 ("Participant") for participation in the City's Commercial Lease Subsidy Program ("Program"). Article I Program Summary Subject Property Address: 345 Lincoln Road Miami-Dade County Tax Folio: 02-3234-019-0680 Property Owner Name: Manhattan House, Inc. Participant Entity Name: The Charlys Group, Inc. Tenant Business Name: Charly's Business Operations: Food service operation Participant Representative: Mr. Charles Jung (Owner/President) Participant Rep. Phone: (714) 788-1801 Participant Rep. Email: charlesjung92@gmail.com ii. Authorizing Resolution: Resolution No. 2024-33362 (11-20-24) iii. Subsidy Award Amount: Not to exceed $20,000.00 annually (subject to terms in Program Guidelines) iv. Expense Eligibility Date: Effective Date of this Agreement v. Term of Program: Three (3) years from Effective Date, unless otherwise terminated earlier pursuant to the terms of this Agreement (the "Term"). vi. Participant Application See Exhibit 1 vii. Program Guidelines: See Exhibit 2 viii. Disbursement Request Form: See Exhibit 3 Page 1 of 18 Article II General Conditions i. Program Description. The Art Deco/MiMo Commercial Character Overlay District(the "ADCD") offers exceptional cultural, commercial, and entertainment amenities that are vital to the Miami Beach economy and drive its tourism and hospitality industry. The City of Miami Beach (the "City") is committed to promoting and attracting vibrant commercial activity, with a focus on businesses and family-friendly activities in the ADCD that contribute to the City's rich cultural arts legacy. Pursuant to Resolution No. 2022-32207,the Miami Beach City Commission created the Commercial Lease Subsidy Program (the "Program") as a reimbursement-based incentive grant to reimburse a portion of eligible rent, lease or mortgage-related expenses (e.g., rent, mortgage fees, insurance, and real estate taxes) and the total annual cost for the City business tax receipt (BTR) for the participating commercial property in the ADCD that is leased to a new or existing commercial tenant or operated by the owner, whose business activities promote the Program's purpose. ii. Contract Administrator. The City Commission has delegated the responsibility of administering this Agreement to the City Manager or the City Manager's authorized designee, who shall be the City's Economic Development Department Director. iii. Agreement/Exhibits. Program participation is granted to the Participant pursuant to the authorizing City Commission Resolution set forth in Article I. This Agreement includes the Participant Application, incorporated herein by reference and attached hereto as Exhibit 1; the Program Guidelines, incorporated herein by reference and attached hereto as Exhibit 2; and the Disbursement Request Form, incorporated herein by reference and attached hereto as Exhibit 3. iv. Obligation to Maintain Eligibility. Participant has an ongoing obligation to adhere to the terms and conditions of this Agreement during the Term in order to remain eligible to participate in the Program. v. Maximum Subsidy Award. The subsidy award ("Award") is limited in the following amounts, subject to appropriation and budgetary approval by the City Commission during each fiscal year: a. Program Term: $60,000.00 over three (3) years b. Annually: $20,000.00 over 12 months c. Monthly: Not to exceed $2,500.00 Article Ill Reimbursement Payments The Program is intended to elevate and enhance the character of the ADCD. To demonstrate that the Participant's participation in the Program furthers this purpose, the Participant is eligible to receive reimbursement of Qualified Expenses (as defined in subsection iii) relating to a valid commercial lease of the property identified in Article I (the "Property") or evidence of ownership or purchase of the Property. Page 2 of 18 ii. Conditions Precedent. Reimbursement of Qualified Expenses is contingent upon the following: (1) Application approval via City Commission Resolution; (2) Execution of this Agreement; (3) Execution of a valid lease agreement for the Property(where applicable); (4)Annual appropriation of Program funding by the City Commission; (5) Verification by the City of Qualified Expenses submitted pursuant to the Disbursement Request Form; and (6) Continuous compliance with this Agreement and Program Guidelines. The City maintains the right to withhold reimbursement if the Participant is found noncompliant with this Agreement, Program Guidelines, or City or State regulations. iii. Qualified Expenses. Qualified Expenses are costs that are documented as paid, that are incurred on or after the Expense Eligibility Date identified in Article 1 (iv) herein, and related to any of the following: a. If Participant is a lessee or tenant at the Property: 1. Rent 2. Insurance required to be maintained pursuant to the lease 3. Real estate taxes required to be paid pursuant to the lease 4. BTR fees b. If Participant is the property owner of the Property: 1. Mortgage fees 2. Property insurance 3. Real estate taxes (including special assessments) 4. BTR fees iv. BTR Fee Reimbursement. In addition to the Award (i.e., a maximum of$20,000.00 annually), the City will reimburse Participant the total annual City BTR fees associated with the business operations on the Property. Without limiting the foregoing, and solely for clarification purposes, the amount of the City BTR fees does not limit or contribute towards the $20,000.00 Award. v. Expense Eligibility. Verification of expense eligibility is subject to the sole and absolute discretion of the City. Expenses may be deemed ineligible for reimbursement if any of the following circumstances: a. Property owner and tenant business have not executed a lease agreement; b. Lease agreement is not valid and/or effective; c. The Property has not received a certificate of use (CU); or d. Either the property owner or the tenant business has not obtained a valid and active BTR. vi. Frequency of Reimbursement. The Participant may submit to the City a request for reimbursement of Qualified Expenses no more frequently than once per quarter (January 1st, April 1st, July 1st, and October 1st, each a "quarter"), to be submitted within ten (10) days from the end of Page 3 of 18 each quarter, utilizing the Disbursement Request Form, attached hereto as Exhibit 3. vii. Installment Payment Amount. The amount of the installment reimbursement payment is calculated based on the Qualified Expenses submitted for verification and deemed eligible by the City, in its sole discretion. The installment payment shall not exceed $2,500.00 per month or fifty percent (50%) of the total monthly Qualified Expenses, whichever is less. The cumulative amount of installment payments within 12 months shall not exceed $20,000.00 in the aggregate plus the annual reimbursement for the City's BTR payment. viii. Backup Documentation.The Participant must submit copies of expense documentation for review by the City prior to the reimbursement of expenses. Incomplete records or unsupported reimbursement requests will delay review and the submission of falsified records will result in the termination of this Agreement. Digital copies of the following are acceptable: a. Receipts and/or paid invoices; b. Proof of payment(copy of checks or bank statements or ACH); c. Licensing documentation and other governmental records; and d. Photos of new business operation. Article IV/Compliance Requirements Oversight and Compliance. The Award is authorized with the understanding that the Program will enhance, diversify, and develop the City's economic climate. To demonstrate that the Award is fulfilling, or has fulfilled, its purpose, the Participant must furnish the City with all related documents necessary to verify the Participant's compliance with the Program requirements. This documentation must be received by the City staff within the Term of the Program. City staff may monitor and conduct an evaluation of the Participant's business, which may include, without limitation, onsite visits to observe the Property. ii. Expense Verification and Submission Requirements. City staff will administer the Program and evaluate Participant compliance. Participants will be monitored throughout the Term to ensure compliance with this Agreement. Reimbursement of Qualified Expenses will only be issued after the Participant has satisfied all commitments as set forth in this Agreement. iii. Accounting and Financial Review. Participant shall keep accurate receipts and records of all expenses and financial documents relating to the Program in accordance with reasonable accounting standards and shall retain such receipts and records for the later of at least four (4) years after completion of the Program, or at least two (2) years after the expiration of the Term. At the City's request, Participant shall provide reasonable access to its files, records and personnel, during regular business hours, for the purpose of making financial audits, evaluations or verifications related to the Program, as the City deems necessary. Further, the City may, at its expense, audit or have audited, all personnel and financial records related to the Program. Page 4 of 18 iv. Default and Termination. a. Notice. In the event Participant shall fail to comply with any of the covenants, terms,or provisions of this Agreement including, without limitation, Participant's failure to: (i)comply with the Program Guidelines; (ii) utilize Award funds for the Qualified Expenses as purported; (iii) timely submit reports or documentation when due, as required under this Agreement; or(iv)comply with any other term or condition of this Agreement, the City Manager or designee shall issue written notice to the Participant and provide Participant with thirty (30) days to cure the default. If, at the City Manager's sole discretion, the default is cured within that period, continued participation in the Program may be allowed. If, however, the Participant fails to cure the default, or defaults two or more times within a period of one(1)year, no further cure period shall be allowed, and upon written notice to Participant, the City Manager may terminate this Agreement, with written notice to the Participant, thereby relieving the City of any further obligation to Participant under this Agreement. In the event Participant shall fail to comply with any of the covenants, terms, or provisions of this Agreement including, without limitation, Participant's failure to: (i) comply with the Program Guidelines; (ii) utilize Award funds for the Qualified Expenses as purported; (iii) timely submit reports or documentation when due, as required under this Agreement; or(iv)comply with any other term or condition of this Agreement, the City Manager or designee shall issue written notice to the Participant and provide Participant with thirty(30)days to cure the default. If, at the City Manager's sole discretion, the default is cured within that period, continued participation in the Program may be allowed. If, however, the Participant fails to cure the default, or defaults two or more times within a period of one (1) year, no further cure period shall be allowed, and upon written notice to Participant, the City Manager may terminate this Agreement, with written notice to the Participant, thereby relieving the City of any further obligation to Participant under this Agreement. b. Delinquent Fees and Taxes. Where a Participant is delinquent in paying its taxes, fines, or any other fees due to the City, including in the City's regulatory capacity, or in connection with any other agreements between the City and Participant, the City may withhold any further Subsidy Payments until the Participant becomes current. Where a Participant is more than one (1) year delinquent, the Participant's Award may be canceled and/or the Participant may be disqualified from participating in the Program; following such cancellation or disqualification, the City shall have no further obligation to the Participant under this Agreement. c. Fraud or Material Misrepresentations. Additionally, if the default is of a nature that cannot be cured, such as fraud or a material misrepresentation in connection with Participant's performance under this Agreement, the termination shall be effective upon receipt of the termination notice and no cure period shall apply. d. Recapture of Funds. Further, in the event that the City, in its sole discretion, finds that the Award funds were ineligible payments under the terms of this Agreement, whether as a result of fraud, misrepresentation, or negligence of Participant, Participant shall be required to repay to the City all or a portion of the Award payments received by Participant, due and payable Page 5 of 18 within thirty (30) days from the date Participant receives a written demand for recapture from the City. e. Miscellaneous. Participant further acknowledges and agrees that any Default may, at the City's sole discretion, render Participant ineligible for any future Award funds. These provisions shall not waive or preclude the City from pursuing any and all remedies at law and in equity. Notwithstanding any provision of this Agreement to the contrary, and without regard to whether City has exercised the Default provisions thereof, the City reserves the right, at its sole and absolute discretion, to discontinue funding of the Award if it is not satisfied with the terms of the lease, the business activities conducted at the Property or Participant's performance under this Agreement. v. Florida Public Records Law. a. Participant shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. b. The term "public records" shall have the meaning set forth in Section 119.011(12), which means 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 of the City. c. Pursuant to Section 119.0701 of the Florida Statutes, if Participant meets the definition of "Contractor" as defined in Section 119.0701(1)(a), Participant shall: 1. Keep and maintain public records required by the City to perform the service; 2. Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the contract term and following completion of this Agreement if Participant does not transfer the records to the City; 4. Upon completion of this Agreement, transfer, at no cost to the City, all public records in possession of Participant or keep and maintain public records required by the City to perform the service. If Participant transfers all public records to the City upon completion of this Agreement, Participant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Participant keeps and maintains public records upon completion of this Agreement, Page 6 of 18 Participant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. d. Request for Records; Noncompliance. 1. A request to inspect or copy public records relating to the City's contract for services, must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify Participant of the request, and Participant must provide the records to the City or allow the records to be inspected or copied within a reasonable time. 2. Participant's failure to comply with the City's request for records shall constitute a breach of this Agreement, and the City,at its sole discretion, may: (1)unilaterally terminate this Agreement; (2) avail itself of the remedies set forth under this Agreement; and/or(3)avail itself of any available remedies at law or in equity. 3. If Participant fails to provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10. e. Civil Action. 1. If a civil action is filed against Participant to compel production of public records relating to the City's contract for services, the court shall assess and award against Participant the reasonable costs of enforcement, including reasonable attorneys' fees, if: i. The court determines that Participant unlawfully refused to comply with the public records request within a reasonable time; and ii. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that Participant has not complied with the request, to the City and to Participant. 2. A notice complies with subparagraph (1)(ii) if it is sent to the City's custodian of public records and to Participant at Participant's address listed on its agreement with the City or to Participant's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. 3. If Participant complies with a public records request within 8 business days after the notice is sent, Participant shall not be liable for the reasonable costs of enforcement. Page 7 of 18 f. IF PARTICIPANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PARTICIPANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 EMAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV PHONE: 305-673-7411 vi. Inspector General Audit Rights. a. Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City's Office of the Inspector General may, on a random basis, perform reviews, audits, inspections and investigations on all City contracts, throughout the duration of said contracts. This random audit is separate and distinct from any other audit performed by or on behalf of the City. b. The Office of the Inspector General is authorized to investigate City affairs and empowered to review past, present and proposed City programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects and programs. Monitoring of an existing City project or program may include a report concerning whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal)submittals, activities of Participant, its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. c. Upon ten (10) days written notice to Participant, Participant shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General is empowered to retain the services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and review operations activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of Participant, its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Page 8 of 18 d. The Inspector General shall have the right to inspect and copy all documents and records in Participant's possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project-related correspondence, memoranda, instructions, financial documents, construction documents, (bid/proposal)and contract documents, back-change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records. e. Participant shall make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition (bid preparation)and performance of this Agreement, for examination, audit, or reproduction, until three (3) years after final payment under this Agreement or for any longer period required by statute or by other clauses of this contract. In addition: 1. If this Agreement is completely or partially terminated, Participant shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and 2. Participant shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this Agreement until such appeals, litigation, or claims are finally resolved. f. The provisions in this section shall apply to Participant, its officers, agents, employees, subcontractors and suppliers. Participant shall incorporate the provisions in this section in all subcontracts and all other agreements executed by Participant in connection with the performance of this Agreement. g. Nothing in this section shall impair any independent right to the City to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the City by Participant or third parties. vii. Conflicts of Interest. a. Participant agrees to adhere to and be governed by all applicable State, County, and City conflict of interest laws including, without limitation, State of Florida Code of Ethics for Public Officers and Employees, as set forth in Chapter 112, Florida Statutes, as may be amended from time to time; Miami-Dade County Conflict of Interest and Code of Ethics Ordinance, as set forth in Section 2-11.1 of the Miami-Dade County Code, as may be amended from time to time; and by Section 2-446 et seq. of the City of Miami Beach Code of Ordinances regarding voting and conflicts and disclosures of financial interests, as may be amended from time to time; all of which are incorporated herein by reference as if fully set forth herein; and further acknowledges the following: Page 9 of 18 1. No officer, director, employee, agent, or other consultant of the City or a member of the immediate family or household of the aforesaid has directly or indirectly received or been promised any form of benefit, payment or compensation, whether tangible or intangible, in connection with the approval of this Program; 2. There are no undisclosed persons or entities interested with the Participant in this Agreement. This Agreement is entered into by Participant without any connection with any other entity or person making a request for funding in the same Program, and without collusion, fraud or conflict of interest. No elected or appointed officer or official, director, employee, agent or other consultant of the City, or of the State of Florida (included elected and appointed members of the legislative and executive branches of government), or a member of the immediate family or household of any of the aforesaid: i. is interested on behalf of or through the Participant directly or indirectly in any manner whatsoever in the execution or the performance of this Agreement, or in the services, supplies or work, to which this Agreement relates or in any portion of the revenues; or ii.is an employee, agent, advisor, or consultant to the Participant or to the best of the Participant 's knowledge any subcontractor or supplier to the Participant. 3. Subject to the exceptions and provisions of(c)(2)through (c)(6) of Section 2-11.1 of the Miami-Dade County Code, Commissioners, autonomous personnel, quasi- judicial personnel, advisory personnel, department personnel, employees or member of his or her immediate family(all as defined in Section 2-11.1(b)of the Miami-Dade County Code) of the City are prohibited from entering into any contract or transacting any business in which he or she or a member of his or her immediate family has a financial interest, direct or indirect, with the City or any person or agency acting for the City, and any such contract, agreement or business engagement entered in violation of this subsection shall render the transaction voidable. 4. Subject to the exceptions and provisions of(c)(2)through (c)(6)of Section 2-11.1 of the Miami-Dade County Code, City Commissioners, autonomous personnel, quasi-judicial personnel, advisory personnel, department personnel, employees or a member of the immediate family of the aforesaid is prohibited from entering into any contract or transacting any business through a firm, corporation, partnership or business entity in which the aforesaid or any member of his or her immediate family has a controlling financial interest(as defined in Section 2-11.1(b)of the Miami-Dade County Code), direct or indirect, with the City or any person or agency acting for the City, and any such contract, agreement or business engagement entered in violation of this subsection shall render the transaction voidable. Page 10 of 18 5. Pursuant to Section 2-446 of the City's Code of Ordinances, it is the policy of the City Commission that no officer or employee of the City, or any of its agencies or subdivisions, and no member of the City Commission, shall have any interest, financial or otherwise, direct or indirect, or engage in any business transaction, or professional activity, or incur any obligation of any nature that is in substantial conflict with the proper discharge of his/her duties in the public interest. 6. The provisions of this Article vii are supplemental to, not in lieu of, all applicable laws with respect to conflict of interest. In the event there is a difference between the standards applicable under This Article and those provided by statute, the stricter standard shall apply. 7. In the event Participant has no prior knowledge of a conflict of interest as set forth above and acquires information which may indicate that there may be an actual or apparent violation of any of the above, Participant shall promptly bring such information to the attention of the City's representative. Participant shall thereafter cooperate with the City's review and investigation of such information and comply with the instructions Participant receives from the City's representative in regard to remedying the situation. b. Prohibition on Contracting with an Individual or Entity which has Performed Services for compensation to a Candidate for City Elected Office. 1. Tenant warrants and represents that,within two(2)years after the Effective Date, Tenant has not received compensation for services performed for a candidate for City elected office, as contemplated by the prohibitions and exceptions of Section 2-379 of the City Code. 2. For the avoidance of doubt, the restrictions on contracting with the City pursuant to Section 2-379 of the City Code shall not apply to the following: i. Any individual or entity that provides goods to a candidate for office; ii.Any individual or entity that provides services to a candidate for office if those same services are regularly performed by the individual or entity in the ordinary course of business for clients or customers other than candidates for office. This includes, without limitation, banks, telephone or internet service providers, printing companies, event venues, restaurants, caterers, transportation providers, and office supply vendors; or iii. Any individual or entity which performs licensed professional services (including for example, legal or accounting services. viii. Participant's Compliance with Anti-Human Trafficking Laws. Participant agrees to comply with Section 787.06, Florida Statutes, as may be amended from time to time, and has executed the Page 11 of 18 Certification of Compliance with Anti-Human Trafficking Laws, as required by Section 787.06(13), Florida Statutes, a copy of which is attached hereto as Exhibit 4. ix. Prohibition on Contracting with a Business engaging in a Boycott. Participant warrants and represents that it is not currently engaged in, and will not engage in, a boycott, as defined in Section 2-375 of the City Code. In accordance with Section 2-375.1(2)(a) of the City Code, Participant hereby certifies that Tenant is not currently engaged in, and agrees for the duration of this Agreement to not engage in, a boycott of Israel. x. Notices. Any notices required under this Agreement will be effective when delivered to the City in writing and addressed to the City Manager's designee: Economic Development Director 1700 Convention Center Drive Miami Beach, FL 33139 305-673-7000 ext. 26186 RickelleWilliams@miamibeachfl.gov Any required notice to Participant shall be delivered in writing to Participant's contact. Article V/ Miscellaneous Provisions Indemnification. Participant agrees to indemnify, defend, save and hold harmless the City, its officers, employees or agents, from any and all claims, liability, lawsuits, damages and causes of action which may arise out of this Agreement, including Participant's participation in this Program. ii. Assignment. Participant shall not be permitted to assign this Agreement, and any purported assignment will be void, and shall be treated as an event of default pursuant to this Agreement. iii. Discrimination. Participant also accepts and agrees to comply with the following Special Conditions: a. Participant hereby agrees that it will comply with Title VII of the Civil Rights Act of 1964(Pub. L. 88-352)(Title VII), as amended,as it appears in volume 42 of the United States Code, beginning at Section 2000e, prohibiting employment discrimination based on race, color, religion, sex and national origin. b. Participant hereby agrees that it will comply with City's Human Rights Ordinance as codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination in employment, housing and public accommodations on account of actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, domestic partner status, labor organization membership, familial situation, or political affiliation. Page 12 of 18 c. The City endorses, and Participant shall comply with, the clear mandate of the Americans with Disabilities Act of 1990 (ADA) to remove barriers, which prevents qualified individuals with disabilities from enjoying the same employment opportunities that are available to persons without disabilities. d. The City also endorses the mandate of the Rehabilitation Act of 1973 and Section 504 and prohibits discrimination on the basis of disability and requires that Participant provides equal access and equal opportunity and services without discrimination on the basis of any disability. iv. Compliance with Applicable Laws. In its operation of the business at the Property, Participant shall comply with all applicable laws, ordinances, and regulations of the City, Miami-Dade County, the State of Florida, and the federal government, as applicable. v. Governing Law, Venue, and Attorney's Fees. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in State court, and the U.S. District Court, Southern District of Florida, if in federal court. In connection with any litigation arising out of this Agreement, each party shall bear their own costs and attorney's fees. BY ENTERING INTO THIS AGREEMENT, THE CITY AND PARTICIPANT EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 13 of 18 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: • () By Rafael E. Granado, City Clerk Eric T. Carpente P.E., City Manager MAR 2 0 2025 Date "% IN(OIIP ()RATED! .h FOR PARTICIPANT: THE CHARLY'S GROUP, INC. ATTEST: k I,wc- ey: .dung, Preside t L.37/25- Print Name and Title 42' 5 ate APPROVED AS TO FORM & LANGUAGE &FOR EXECUTION ,L l iet A-- 0a f bisS Page 14 of 18 /N City Attorney Dote Exhibit 1 APPLICATION FORM MIAMI BEACH Miami Beach Economic Development - Commercial ECONOMIC DEVELOPMENT Lease Subsidy Application FY23-24 The Charlys Group, Inc. Application #CLSAPP23240007 Name: Charles Jung Phone: (714)788-1801 Email: charlesjung92@gmail.com Intent to Apply Welcome to the Intent to Apply section for the Miami Beach Commercial Lease Subsidy Program! By expressing your"Intent to Apply", you're taking the first step towards accessing financial assistance with your commercial lease in the Art Deco/MiMo Commercial Character Overlay District.Submitting this form is mandatory before gaining access to the Program application form. Before you begin, please review the Program Guidelines.. Compliance with the Program Guidelines is key to submission of a complete and valid application. Submitting your"Intent to Apply"requires providing answers to a series of question that will help us understand your commercial lease and confirm your eligibility for Program participation. I. Applicant of Record: Identify who will handle the application process and whether that individual represents the property owner or a prospective business looking to take advantage of the grant program. II. Subject Property: For the commercial property to be leased by a new business,provide the property owner name, address, and tax folio. Ill. Existing Tenant:Answer yes or no,whether an existing business currently operates at the subject property. If applicable, provide the name of the existing business operating onsite, business owner/contact information (name, phone number, email address)business tax receipt(BTR) number and indicate the type of business establishment. IV. Prospective Tenant: Is there a prospective tenant under consideration for the property? If applicable, provide the name of the prospective business, business owner/contact information (name, phone number, email address), business tax receipt(BTR) number, and indicate the type of business establishment. Please note that submitting an Intent to Apply does not complete the application. Once you submit your intent, please contact the City's Economic Development Department with your application number to schedule your Pre-Submittal Conference(PSC). City of Miami Beach Economic Development Department Email: mbbiz@miamibeachfl.gov Phone:305-673-7572 During the PSC, you'll discuss your application, business needs, and how the Commercial Lease Subsidy Program can be tailored to maximize your business growth in Miami Beach. Completion of a PSC is required to move forward and submit an official application. #CLSAPP23240007 Page 2 of 15 M I AM I BEACH Miami Beach Economic Development - Commercial ECONOMIC DEVELOPMENT Lease Subsidy Application FY23-24 The Charlys Group, Inc. Application #CLSAPP23240007 Name: Charles Jung Phone: (714) 788-1801 Email: charlesjung92@gmail.com Owner of Title Please identify the owner of title to the Subject Property. Owner Authorized Representative Please identify an Authorized Representative if the Property Owner is not a natural person. (May be completed as"NiA" if it doesn't apply) Owner Authorized Representative Email II. SUBJECT PROPERTY For Applicants of Record that own the commercial property with an existing Tenant Business. Please ensure that the subject property is located within the Program's geographic boundaries. Business Registered Name Business D/BA(if applicable) Primary Business Activities Date Business Operation began at Subject Property Business Tax Receipt Number Authorized Representative Name &Title Authorized Representative Email II. SUBJECT PROPERTY For Applicants of Record that are prospective Tenant Business. Please ensure that the subject property is located within the Program's geographic boundaries. Yes Prospective Property Address 345 Lincoln Rd Name of Prospective Property Landlord'Owner #CLSAPP23240007 Page 4 of 15 M I AM I B EAC H Miami Beach Economic Development - Commercial ECONOMIC DEVELOPMENT Lease Subsidy Application FY23-24 The Charlys Group, Inc. Application #CLSAPP23240007 Name: Charles Jung Phone: (714)788-1801 Email: chariesjung92@gmaii.com Subject Property Subject Property Address: 345 Lincoln Road Miami-Dade County Tax Folio: 0232340190680 Property Title Owner Name/Entity: Manhattan House, Inc. #CLSAPP23240007 Page 6 of 15 M I AM I BEACH Miami Beach Economic Development - Commercial ECONOMIC DEVELOPMENT Lease Subsidy Application FY23-24 The Charlys Group, Inc. Application #CLSAPP23240007 Name: Charles Jung Phone: (714)788-1801 Email: charlesjung92@gmail.com Florida Sales Tax Registration Number: (if applicable) N/A NAICS Code(s): N/A SIC Code(s): #CLSAPP23240007 Page 8 of 15 MIAMI BEACH Miami Beach Economic Development - Commercial ECONOMIC DEVELOPMENT Lease Subsidy Application FY23-24 The Charlys Group, Inc. Application #CLSAPP23240007 Name: Charles Jung Phone: (714) 788-1801 Email: charlesjung92@gmail.com NA Lease-related Expenses: NiA Briefly explain the type of expenses for which reimbursement will be requested Rent Required Annual Reporting of Business Activity Participants will be required to annually submit information regarding the business,for use by the City in tracking the Programs impact on commercial activity. The data requested includes. but is not limited to,the amount of capital investment in real and personal property associated with the property (e.g., costs related to construction, renovation, buildout improvements, and/or fixtures,furniture, and equipment(FF&E))and employment and wage data (e.g., number of full-and part-time jobs at the property and associated wages).The information submitted will only be used internally by the City for Program tracking and will have no bearing on the participant's Program eligibility. Failure to comply with the City's request for information may result in the denial of reimbursement funds. I have read and understood the Annual Reporting requirement #CLSAPP23240007 Page 10 of 15 M I AM I BEACH Miami Beach Economic Development - Commercial ECONOMIC DEVELOPMENT Lease Subsidy Application FY23-24 The Charlys Group, Inc. Application #CLSAPP23240007 Name: Charles Jung Phone: (714)788-1801 Email: charlesjung92@gmail.com Prospective / New Tenant (Permitted Use or Art & Culture Business) Has a prospective tenant has been identified for Subject property? Yes Business Registered Name The Charlys Group, Inc. Business dba Charly's Primary Business Activities Dessert Cafe Authorized Representative Name&Title Charles Jung, Owner Authorized Representative Email charlesjung92@gmail.com Authorized Representative Email charlesjung92@gmail.com Website: thecharlys.com (pending publish) Mailing Address: 18117 Biscayne Blvd#1018 Miami, FL 33160 Has the company or any of its officers ever been subjected to criminal or civil fines and penalties? No If yes,please briefly explain: Federal Employer Identification(FEIN): 99-0698741 Miami Beach Business Tax Receipt(BTR): in process Annual Miami Beach BTR Fee: #CLSAPP23240007 Page 12 of 15 MIAMI BEACH Miami Beach Economic Development - Commercial ECONOMIC DEVELOPMENT Lease Subsidy Application FY23-24 The Charlys Group, Inc. Application #CLSAPP23240007 Name: Charles Jung Phone: (714) 788-1801 Email: charlesjung92@gmail.com Acknowledgement and Application Authorization The Applicant acknowledges that adherence to the application and Program Guidelines is a requirement for receipt of reimbursement award funds. Failure to comply with the Program Guidelines may result in the loss of eligibility. Please check each statement in acknowledgement of the following: . I acknowledge that receipt of any Program funds is conditioned upon continuous compliance with the terms and conditions of the application and Agreement, as authorized by resolution of the City Commission. • I acknowledge that failure to comply with the terms and conditions of the approved application and Agreement may result in my disqualification from the Program,the forfeiture of any unissued award funds, and the requirement for repayment of funds I have already received. . I agree to refrain from executing a lease agreement, or extension thereof,for the subject property of this application, prior to final approval of my participation in the Program, as confirmed in writing by the City of Miami Beach. • I agree that Program participation requires that any lease agreement for the subject property will contain a statement in standard font size that the property will be subject to these Program requirements, rents payable will be reduced by an amount commensurate with the award. and participation may be revoked if, during the Program term, any outstanding charges are unpaid for more than one year. . I acknowledge that the subject property cannot be approved for the Program if encumbered by any delinquent ad valorem taxes, municipal and county liens, code enforcement violations, judgments, and encumbrances of any kind. • I agree to maintain business and financial records related to my business,the subject property, and the tenant, and submit summary reports of such records, as requested by the City of Miami Beach as part of reimbursement claim submissions. . I agree to comply with efforts to monitor and verify my compliance with the Program, including the City of Miami Beach's requests to review business records and/or perform onsite visits. Receipt of any Program funds is conditioned upon continuous compliance with the terms and conditions of the application and Agreement, as authorized by resolution of the City Commission. Failure to comply with terms and conditions of the approved application and Agreement may result in my disqualification from the Program, the forfeiture of any unissued award funds, and the requirement for repayment of funds I have already received. I agree to refrain from executing a lease agreement, or extension thereof,for the subject property of this application, prior to final approval of my participation in the Program, as confirmed in writing by the City of Miami Beach. Program participation requires any lease agreement for the subject property to contain a statement that the property will be subject to these Program requirements. rents payable will be reduced by an amount ommensurate with the award. #CLSAPP23240007 Page 14 of 15 Exhibit 2 PROGRAM GUIDELINES Page 16 of 18 Commercial Lease Subsidy Program Table of Contents Program Overview 2 I. Program Purpose II. Incentive Award Program Guidelines 3 III. Eligibility Requirements A. Geographic Requirement B. Business Type Requirement 1. Type 1: Transition from Legal, Nonconforming Business to Permitted/Conforming Use 2. Type 2: New-to-Market Arts and Culture Use C. Eligible Business Types: 1. Type 1: Existing Tenant(Nonconforming Business) replaced by a Permitted/Conforming Use 2. Type 2: New-to-Market Arts and Culture Tenants IV. Before You Apply 5 V. Application Process 5 VI. Application Evaluation Criteria 6 VII. Compliance Requirements 7 VIII. Reimbursement Payments 8 Application Reference Form 10 A. Subject Property B. Property Owner C. Proposed Lease Agreement D. Existing Tenant E. Prospective Tenant F. Applicant Acknowledgement and Authorization G. Application Signature ADCD Map 14 1 MIAMIBEACH Commercial Lease Subsidy Program PROGRAM GUIDELINES III. Eligibility Requirements. The Program is intended to strengthen and transform the ADCD's commercial corridors by: • Encouraging property owners to transition from nonconforming commercial uses to permitted/conforming uses; and • Attracting quality businesses that promote arts and culture. Upon recommendation of the City Manager, the City Commission, in its sole discretion, may consider, or waive, any eligibility criteria. A. Geographic Requirement. The Program is only available to properties with a physical location inside the boundaries of the ADCD, an overlay district codified in City Code Chapter 142, Article Ill, Division 12, as may be amended from time to time (the "ADCD Overlay Regulations"). Please refer to the ADCD Map herein and City staff will confirm that the subject property is eligible to participate during the Applicant's pre-submission conference. B. Business Type Requirement. The Program prioritizes supporting the two following business models; however, the City Commission, at its discretion, may waive any of the eligibility criteria upon the recommendation of the City Manager: 1. Transition from nonconforming use. A business with nonconforming business activities (i.e., a business prohibited or restricted in the ADCD by the ADCD Overlay Regulations is replaced with another business that is considered a"permitted use" in the City Code. Property owner or existing tenant business may apply as Applicant to the Program. 2. Arts and culture related use.A qualified arts and culture activity that is "new-to-market" within the ADCD may apply. Qualified arts and culture activities or uses are further explained below. Property owner or arts and culture operators/businesses seeking to lease space in the ADCD may apply as Applicant to the Program. C. Eligible Business Types: 1. Business Type 1: Existing Tenant(Nonconforming Business) replaced by a Permitted/ Conforming Use. a. Eligible Applicants: Property owner or existing tenant business(a nonconforming use). To qualify under this application type, a property owner or existing tenant must apply with the intention of transitioning the existing business activities on the property from a nonconforming to permitted use. i. At the time of application submittal,the existing business/tenant occupying the property is a "legal, nonconforming business", i.e., prohibited or restricted in the ADCD and identified as such in the ADCD Overlay Regulations (see City Code Chapter 142, Article Ill, Division 12) ii. To be considered a legal nonconforming business, at the time of application submittal, the existing tenant /nonconforming business must be in continuous business operation with a valid, active Miami Beach BTR. BTR status is determined by the City Manager, or designee, in her/his sole 3 MIAMIBEACH Commercial Lease Subsidy Program b. Following submission of an application, the property owner enters into a lease agreement for the subject property with a new tenant whose business promotes arts and culture, for example, creating an immersive and shareable experience that prioritizes customer engagement and leverages onsite activities and events, such as: • Experiential and artisanal retailers. For example, technology, design, art and/ or culture-driven retail and incubator-inspired artisan experiences, such as offering an opportunity for patrons to learn how to make, design, or craft their own artistic, decorative, musical, beauty,wellness,gastronomic,culinary,or sensory product, and low- scale performing arts and cultural spaces. • Interactive and activity-based spaces. For example, social media museums and artistic installations and activity- based and curated destinations of art, culture, design, recreation, leisure, wellness, and/or amusement. The City Commission,at its discretion,may waive any of the eligibility criteria at the request and recommendation of the City Manager. IV. Before You Apply. A. Carefully review Program Guidelines,application,and related materials. B. Contact the City's Economic Development Department to discuss your application, business needs, and whether your business furthers the Program objectives. City of Miami Beach Economic Development Department Subject:Commercial Lease Subsidy Program Email: mbbiz(c�miamibeachfl.gov Phone: 305-673-7572 C. Submit an Intent to Apply on mbbiz.gosmart.orq. D. Attend a mandatory Pre-Submission Conference to review your application materials.Once completed, you will be able to apply online. V. Application Process. A. After completing the mandatory Pre-Submission Conference, submit the online application on mbbiz.qosmart.orq B. Consideration for participation in the Program will not commence until an Applicant submits a complete application. Any prior communication with City staff related to the submission of an application does not constitute application submittal or consideration. C. The Application must be signed by an executive officer or owner of the named entity serving as Applicant. 1. Business Type 1 Applications (Transitioning from Nonconforming to Permitted/Conforming Use), the application must be executed by an authorized signatory of the Applicant of Record. 2. Business Type 2 Applications(Arts& Culture Use): a. If Applicant is an arts and culture business operator,the application must be signed by an owner or officer of the tenant business. b. If Applicant is a property owner/landlord to the new tenant business, the application must be signed by an authorized signatory for the owner of record of the property.Prior to formal approval of the application, the new tenant business must also sign the application to confirm acceptance of Program requirements. 5 MIAMIBEACH Commercial Lease Subsidy Program VII. Compliance Requirements. Participants must maintain continuous compliance with Program requirements and obligations outlined in the Agreement. A. Executed Lease Agreement. An executed lease agreement between the property owner and the new tenant business for the property is not a prerequisite for application submittal. Participants shall only be deemed eligible to receive reimbursement of Qualified Expenses incurred pursuant to an executed and effective lease agreement between the property owner and new or existing tenant. For expenses to be considered eligible for reimbursement (among other conditions including approval by the City Commission), the lease agreement must be effective no later than 180 days following submission of an application to the Program. Subtenants are not eligible to request reimbursement. B. Requirement for Good Standing. 1. Business Type 1 -Nonconforming Business transitions to Permitted/Conforming Use a. Commencing at time of application and throughout Program term: The property owner and existing tenant / nonconforming business must both possess a valid Miami Beach BTR. Nonconforming businesses operating without a valid Miami Beach BTR are not in lawful existence and,therefore, the property is not eligible to participate in the Program. Existing tenant/ nonconforming business, prospective business, and the property must be in good standing with the City and Miami-Dade County. Examples of factors that may affect good standing may include: • Outstanding violations,fees or fines. • Failing to obtain/maintain proper business licensing and/or approvals by the City, State, and County, as applicable. • Any other criteria, as may be determined by the City, may be considered. b. Prior to request for reimbursements and throughout Program term: Both the permitted/conforming business and the owner must be in good standing. To request reimbursement, the below will be required. • Executed lease agreement between the parties. • Valid Certificate of Use(CU). • Valid Miami Beach Business Tax Receipt (BTR). • Any other criteria, as may be determined by the City. may be considered. 2. Business Type 2—New-to-Market Art& Culture Business a. Commencing at time of application and throughout Program term: Property owner, prospective/new tenant business, and property must be in good standing with the City and Miami-Dade County. Examples of factors that may affect good standing include: • Outstanding violations,fees,or fines • Failing to obtain/maintain proper business licensing and/or approvals and by the City, State, and County, as applicable. • Any other criteria, as may be determined by the City, may be considered. 7 MIAMIBEACH Commercial Lease Subsidy Program • Mortgage fees • Property insurance • Real estate taxes (including assessments) • Miami Beach BTR fees Reimbursement of the annual fees associated with payment of the City's business tax receipt (BTR) is not limited by or considered when calculating the cap on total award amounts. Only the Applicant of Record is eligible for reimbursement of the annual Miami Beach BTR fees throughout the three(3)year Program term. Verification of expense eligibility is subject to the sole and absolute discretion of the City. Expenses may be deemed ineligible for reimbursement if any of the following apply: • Property owner and tenant business have not executed a lease agreement; • Lease agreement is not valid and/or effective; • Subject property has not received a certificate of use (CU); or • Either the property owner or the tenant business has not obtained a valid and active Miami Beach BTR. C. Frequency of Reimbursement. Participants may submit to the City a request for reimbursement of Qualified Expenses no more than once quarterly. Reimbursement request schedule will be outlined in the Agreement. D. Maximum Award. City Commission. a. Program Term: $60,000 over three (3)years b. Annually: $20,000 over 12 months c. Monthly: Not to exceed $2,500 E. Installment Payment Amount. The amount of the installment reimbursement payment will vary among participants as it will be computed based on the amount of rent, mortgage, insurance, and/or real estate taxes,that is due for the subject property.The cumulative total amount of installment payments within a 12-month period shall not exceed $20,000 in the aggregate. Participants will be monitored periodically during the Program year to ensure compliance with the Agreement.Reimbursements of Qualified Expenses will only be issued after the participant has satisfied all commitments as set forth in the Agreement. The City shall designate staff, or a third party, to administer the Program and determine participant compliance. Any awards determined to be due to a participant and processed by said designated staff shall require written approval and authorization of the City. 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V C 415 ST m t r' • _ G n m 7 14 MIAMIBEACH CITY OF MIAMI BEACH CERTIFICATE OF USE, ANNUAL FIRE FEE, AND BUSINESS TAX RECEIPT 1700 Convention Center Drive Miami Beach, Florida 33139-1819 TRADE NAME: THE CHARLY'S GROUP INC LICENSE NUMBER: BTR016552-02-2025 DBA: CHARLY'S Beginning: 02/25/2025 IN CARE OF: Expires: 09/30/2025 ADDRESS: 345 Lincoln Rd Parcel No: 0232340190680 MIAMI BEACH, FL 33139 TRADE ADDRESS: 345 Lincoln Rd A penalty is imposed for failure to keep this Business Tax Receipt Code Business Type exhibited conspicuously at your place of business. City Police, Fire, Code, and Building Department personnel shall be authorized to 95016400 RESTAURANT/BARS enter all public areas and spaces of commercial business establishments operating in the city whenever such areas and Restaurants/Bars:#Chairs 24 spaces are open to the public. A Business Tax Receipt issued under Article 5 of Chapter 102 of the City Code does not waive or supersede other City laws,does not constitute City approval of a particular business activity and does not excuse the licensee from all other laws applicable to the licensee's business. This Receipt may be transferred: A.Within 30 days of a bonafide sale, otherwise a complete annual payment is due. B.To another location within the City if proper approvals and the Receipt are obtained prior to opening of the new location. Additional Information 24-seat restaurant Storage Locations FROM: CITY OF MIAMI BEACH 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FL 33139-1819 PRESORTED FIRST CLASS U.S. POSTAGE PAID MIAMI BEACH, FL PERMIT No 1525 THE CHARLY'S GROUP INC 345 Lincoln Rd MIAMI BEACH, FL 33139 Economic Development Department DATE: March 5, 2025 TO: Maria Hernandez, Assistant City Manager FROM:: Heather Shaw, Assistant Director Commercial Lease Subsidy (CLS) Program SUBJECT: Participant Agreement The Charly's Group, Inc. (345 Lincoln Rd) Routing: X Maria HernandezAo X Eric Carpenter X Rafael Granado For: Information Only X Review and approval X City Manager's Signature Other Comments: • The City Commission established the CLS Program to revitalize the ADCD by supporting arts and cultural businesses, reducing vacancies, and phasing out nonconforming businesses. • On November 20, 2024, Resolution 2024-33362 approved an application by Participant, The Charly's Group, Inc., at 345 Lincoln Road (BTR016552-02-2025). • The FY 2025 budget includes funding for the agreement's three-year term, with total reimbursements up to $60,000. • The form-approved agreement has been signed by the Participant and is submitted for City Manager review and execution. Return to: Justin x 22548