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HomeMy WebLinkAboutExhibitCOMMUNITY SPACE LEASE AGREEMENT ISSUED BY THE MIAMI-DADE COUNTY TO CITY OF MIAMI FOR USE OF PROPERTY LOCATED AT 460 NORTHEAST 2ND AVENUE, MIAMI, FLORIDA ALSO KNOWNAS THE HARRY CAIN TOWERS MIAMI, FLORIDA Communitv Snace Lease Aareement This Community Space Lease Agreement ("Agreement"), made this day of , 200_, is entered into by and between Miami -Dade County, a political subdivision of the State of Florida (hereinafter referred to as "County") through its Miami -Dade Housing Agency (hereinafter "Landlord"), located at 1401 N.W. 7th Street and the City of Miami, a municipal corporation (hereinafter referred to as "Tenant/Provider") whose address is 444 SW 2nd Avenue, Miami, Florida 33130. WHEREAS, the Home Rule Charter authorizes Miami -Dade County to provide for the uniform health and welfare of the residents throughout the County; and WHEREAS, the County recognizes the importance of providing supportive services to residents of its assisted housing which includes public housing residents, section 8 recipients, home ownership participants and other government assisted housing participants; and WHEREAS, the City of Miami is a government entity that provides services of value to the County and its assisted housing residents and has demonstrated an ability to provide these services; and WHEREAS, the County is desirous of obtaining increased police visibility and a police presence for the County's assisted housing residents living at Harry Cain Towers, located at 460 NE 2nd Avenue, so as to increase security and deter crime at this location and the Tenant/Provider is desirous of providing increased police visibility through its physical office presence at this location; and WHEREAS, the County agreed to lease its space on its assisted housing Premises to the Tenant/Provider so that Tenant/Provider can provide increased police visibility and a police presence for the County's assisted housing residents and accordingly passed Resolutions 891-92 and 287-89. NOW, THEREFORE, in consideration of the mutual covenants record herein, the parties hereto agree as follows: I. THE PREMISES. The Landlord shall lease to Tenant/Provider approximately 1,345 square feet of space at the premises located at Harry Cain Towers Housing Development, 460 NE 2nd Avenue, Miami, Florida (the "Premises") attached hereto and incorporated herein as Attachment A. II. THE SCOPE OF SERVICES. While the Tenant/Provider is in possession of the premises described in Paragraph I of this Agreement, the Tenant/Provider agrees to provide increased police visibility and a police presence at the County location described herein so as to benefit the assisted housing residents at the Premises. Assisted housing C:1 MPITYAOIDOc Page 1 of 11 shall mean public housing, section 8 housing, affordable home ownership prograin, and other government assisting housing programs. III. AUTHORIZED AGENT ON PREMISES. Tenant/Provider shall designate a responsible individual on site that is authorized to communicate with and receive communication from the Landlord's site manager in order to effectuate a cooperative and efficient use of the Premises by the Tenant/Provider. IV. EFFECTIVE TERM Both parties agree that the effective term of this Agreement shall be from January 26, 2009 to January 25, 2010, with two (2) additional one-year options to renew this Agreement at mutual consent with thirty (30) days written notice by the City. V. RENT PAYABLE. Tenant/Provider shall pay rent in the amount of one dollar ($1) per year, with no security deposit requirement. The rent shall be due on or before the first business day of each year. VI. USE OF PREMISES. Tenant/Provider shall use the Premises for Police Bike Patrol office and storage space and to provide additional increased police visibility and a police presence for the assisted housing residents at the Premises. Tenant/Provider shall be entitled to use the space described only during the hours of 6 a.m. to 1 a.m. Tenant/Provider shall leave the Premises clean at the completion of programs each business day. The Landlord agrees to allow the Tenant/Provider from time to time to utilize the space after normal business hours for the purposes of conducting meetings, trainings, or for other program related reasons. The Tenant/Provider agrees to advise the Landlord's site manager in advance of the date and time it desires to use the space beyond hours stated in this section. Tenant/Provider is responsible for securing it own personal property and agrees to hold Miami -Dade County harmless in the event of loss, theft, or damage when resident programs are conducted in the leased space. VII. CONDITIONS OF PREMISES. The Landlord shall ensure that the Premises are in a state of good repair and suitable for occupancy by the Tenant/Provider at the commencement of this Agreement. By entering into this Agreement, the Tenant/Provider agrees to return the premises to the Landlord in the same condition as when received, subject to normal wear and use. Tenant/Provider shall comply with community room capacity laws and therefore shall ensure enough space for the safety and enjoyment of the participants. The Landlord has the right to inspect the Premises upon reasonable notice to assure that all terms of the Agreement are being met. Tenant/Provider must take corrective actions as a result of the Landlord's inspection findings, within ten (10) business days of receipt of Landlord's notification. Page 2of11 VIIL PARKING. The Bike Patrol Unit agrees to use off-street parking for its employees and to accommodate the needs of its visitors. Buses or commercial vehicles will only be permitted to park at Landlord's facilities to make deliveries or drop off passengers. IX. UTILITIES. The County shall pay for all utilities directly to the correspondent utility company except for telephone, telecommunications, computer networking and internet services. X. MAINTENANCE. The Tenant/Provider shall be responsible for maintaining the Premises. All routine maintenance and minor repairs shall be performed at the Tenant/Provider's expense. If the Landlord performs routine maintenance and minor repairs on behalf of the Tenant/Provider, the Landlord shall charge the Tenant/Provider for time and materials used. Routine maintenance and minor repairs include but are not limited to: plastering and interior painting; electrical work such as installing or changing lamps, bulbs and fuses, replacing outlet covers and other work that does not require rewiring or working inside the electrical box; minor plumbing repairs such as changing a faucet; repairing air conditioners; changing air conditioners filters; minor line blockages; replacing kitchen cabinets and counter tops. The Landlord shall be responsible for major, structural repairs. Major repairs include but are not limited to: replacement of roofs or central air conditioner units; structural repairs; interior electrical wiring; electrical panel replacements and repairs; major plumbing repairs; fire control systems; and exterior painting. The Tenant/Provider shall not make renovations or install any fixtures, equipment, fencing, or locks without prior written approval of the Landlord, which approval shall not be unreasonably withheld, conditioned or denied. All fixtures installed by Tenant/Provider shall become the property of Landlord upon termination of the Agreement. The Tenant/Provider shall be responsible for reimbursement to the Landlord for any and all losses or damages to property and/or equipment resulting from any negligent operations of the Tenant/Provider's programs. Tenant/Provider shall maintain and operate the Premises in a clean and sanitary condition and return same to Landlord at the expiration or termination of this Agreement. XI. KEYS. Locks may be changed with the Landlord's permission at the Tenant/Provider's expense, if the Landlord's site manager is immediately furnished a set of keys. XII. SIGNAGE. All signage must be in keeping with the residential nature of the property, all applicable building and zoning laws, and approved in writing by Landlord prior to installation. XIII. JANITORIAL SERVICES. The Tenant/Provider shall be responsible for all janitorial services including cleaning supplies. In the event that the Tenant/Provider requests Page 3 of 11 janitorial services from Landlord, janitorial services will be provided for a fee to be negotiated between Landlord and Tenant/Provider. XIV. TRASH AND GARBAGE DISPOSAL. The Landlord shall pay for and provide all local trash and garbage disposal services, including exterior trash receptables and containers for use by the Tenant/Provider. The Tenant/Provider, for its own part, shall regularly dispose of interior trash and garbage in the trash receptacles and containers provided by the Landlord. XV. INDEMNIFICATION BY TENANT/PROVIDER. (A) The Tenant/Provider assumes any and all risks of personal injury, bodily injury and property damage attributable to the negligent acts or omissions of the Tenant/Provider and the officers, employees, servants, and agents thereof. The Tenant/Provider warrants and represents that it is self-funded for liability insurance, or has liability insurance, both public and property, with such protection being applicable to the Tenant/Provider's officers, employees, servants and agents while acting within the scope of their employment with the Tenant/Provider. (B) The County and/or Landlord assume any and all risks of personal injury, bodily injury and property damage attributable to the negligent acts or omissions of the County and/or Landlord, and their respective officers, employees, servants, and agents thereof. The County and/or Landlord warrant and represent that it is self-funded for liability insurance, or has liability insurance, both public and property, with such protection being applicable to the County and/or Landlord and their respective officers, employees, servants and agents while acting within the scope of their employment with the County and/or Landlord. (C) The Tenant/Provider and the County and/or Landlord further agree that nothing contained herein shall be construed to interpret as (1) denying to either party any remedy or defense available to such party under the laws of the State of Florida; (2) a waiver of sovereign immunity of the State of Florida beyond the waiver provided in Section 768.28, Florida Statutes. XVI. INSURANCE. (A) Tenant/Provider Obligations. The parties hereto acknowledge that the Tenant/Provider is a self-insured governmental entity subject to the limitations of Section 768.28, Florida Statues. The Tenant/Provider shall maintain a fiscally sound and prudent risk management program with regard to their obligations under this Agreement in accordance with the provisions of Section 768.28, Florida Statutes. The Tenant/Provider shall collect and keep on file documentation of insurance of any and all contractors contracted to provide the services or product used in Page 4of11 conjunction with this Agreement in any way. The Tenant/Provider shall further require all contractors to include the County as a named insured and shall provide the County with a copy of the insurance policy purchased by any contractor prior to commencement of the Services. (B) County/Landlord Obligations. The parties hereto acknowledge that the County/Landlord is a self-insured governmental entities subject to the limitations of Section 768.28, Florida Statues. The County/Landlord shall maintain a fiscally sound and prudent risk management program with regard to their obligations under this Agreement in accordance with the provisions of Section 768.28, Florida Statutes. The County/Landlord shall collect and keep on file documentation of insurance of any and all contractors contracted to provide the services or product used in conjunction with this Agreement in any way. The County/Landlord shall further require all contractors to include the Tenant/Provider as a named insured and shall provide the Tenant/Provider with a copy of the insurance policy purchased by any contractor prior to commencement of the Services XVII. CONFLICT OF INTEREST. The Tenant/Provider agrees to abide by and be governed by Miami -Dade County Ordinance No. 72-82 (Conflict of Interest Ordinance codified at Section 2-11.1 et al. of the Code of Miami -Dade County), as amended, which is incorporated herein by reference as it fully set forth herein, in connection with its contract obligations hereunder. XVIII. CIVIL RIGHTS. The Tenant/Provider agrees to abide by Chapter I IA, of the Code of Miami -Dade County ("County Code"), as amended, which prohibits discrimination in employment, housing, and public accommodations; Title VII of the Civil Rights Act of 1968, as amended, which prohibits discrimination in employment, housing, and public accommodation; the Age Discrimination Act of 1975, 42 U.S.C., as amended, which prohibits discrimination in employment and public housing accommodations; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. § 794, as amended, which prohibits discrimination on the basis of disability; and the American with Disability Act, 42 U.S.C. § 12103 et seq., which prohibits discrimination in employment and accommodation because of disability. It is expressly understood that upon receipt of evidence of discrimination under any of these laws, the County shall have the right to terminate this Agreement. It is further understood that the Provider must submit an affidavit attesting that it is not in violation of the Americans with Disability Act, the Rehabilitation Act, the Federal Transits Act, 49 U.S.C. § 1612, and the Fair Housing Act, 42 U.S.C. § 3601 et seq. If the Tenant/Provider or any owner, subsidiary, or other firm affiliated with or related to the Provider, is found by the responsible enforcement agency, the Courts or the County to be in violation of these Acts, the County will conduct no further business with the Tenant/Provider. Any contract entered into based upon a false affidavit shall be voidable by the County. If the Tenant/Provider violates any of the Acts during the term of any contract the Page 5 of 11 Tenant/Provider has with the County, such contract shall be voidable by the County, even if the Tenant/Provider was not in violation at the time it submitted its affidavit. The Provider certifies that it is in compliance with the Domestic Violence Leave, codified as § 11 A-60 t. seq. of the Miami -Dade County Code, which requires an employer, who in the regular course of business has fifty (50) or more employees working in Miami -Dade County for each working day during each of twenty (20) or more calendar work weeks to provide domestic violence leave to its employees. Failure to comply with this local law may be grounds for voiding or terminating this Agreement or for cormnencement of debarment proceedings against the Provider. XIX. NOTICES. It is understood and agreed between the parties that written notice addressed to the Landlord and to the Tenant/Provider and mailed or delivered to their respective addresses below, as amended from time to time, shall constitute sufficient notice to either Ply Landlord Miami -Dade Housing Agency 1401 NW 7th Street Miami, Florida 33125 With Copies to: County Attorney's Office 111 N.W. 1St Street, Ste 2810 Miami, Florida 33128 Attn: Terrence A. Smith Assistant County Attorney Tenant/Provider City Manager City of Miami 444 SW 2nd Avenue, 10th Floor Miami, Florida 33130 With Copies to: City Attorney City of Miami 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 Director City of Miami Dept. of Public Facilities 444 SW 2nd Avenue, 3rd Floor Miami, Florida 33130 Chief of Police City of Miami Police Dept. 400 NE 2nd Avenue, Miami, Florida 33130 XX. AUTONOMY. Both parties agree that this Agreement recognizes the autonomy of each of the parties and said Agreement shall not be construed to stipulate or imply an affiliation between the contracting parties. It is expressly understood and intended that Page 6of11 the Tenant/Provider is only a tenant/provider and is not an agent or instrumentality of the County. XXI. BREACH: REMEDIES (A) Breach. A breach by the Tenant/Provider shall have occurred under this Agreement if: (1) the Tenant/Provider fails to adequately provide the services outlined Paragraph II herein entitled Scope of Services within the effective term of this Agreement; (2) the Tenant/Provider fails to pay rent on or before the date that it is due; (2) the Tenant/Provider fails to properly maintain the Premises, make repairs, pay utilities, obtain garbage collection, complete extermination, and or perform other general upkeep of the Premises; (3) the Tenant/Provider discriminates under any of the laws outlined in Section VII of this Agreement; (4) the Tenant/Provider falsifies or violates the provisions of the Drug Free Workplace Affidavit (Attachment B); (5) the Tenant/Provider, attempts to meet its obligations under this Agreement through fraud, misrepresentation or material misstatement; or (6) the Tenant/Provider fails to fulfill in a timely and proper manner any and all of its obligations, covenants, agreements and stipulations in this Agreement. Waiver of breach of any provisions of this contract shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. (B) Remedies. Landlord and Tenant/Provider may terminate this Agreement and may pursue any and all remedies available under applicable law for a breach under the Agreement. If, for any reason, the Tenant/Provider should attempt to meet its obligations under this Agreement through fraud, misrepresentation or material misstatement, the Landlord shall, whenever practicable terminate this Agreement by giving written notice to the provider of such termination and specifying the effective date thereof at least five days before the effective date of such termination. . Any individual or entity who attempts to meet its contractual obligations with the county through fraud, misrepresentation or material misstatement may be debarred from county contracting for up to five (5) years. The Landlord may seek to evict Tenant/Provider by filling an action in a court of appropriate jurisdiction. ( C ) Damages Sustained. Notwithstanding the above, the Tenant/Provider shall not be relieved of liability to the Landlord for damages sustained by the Landlord by virtue of any breach of the Agreement. The Landlord may also pursue any remedies available at law or equity to compensate for any damages sustained by the breach. Page 7ofII XXI. TERMINATION BY EITHER PARTY. Both parties agree that this Agreement may be tenninated by either party hereto by written notice to the other party of such intent to terminate at least ninety (90) days prior to the effective date of such termination or as determined by law. The director of the Miami -Dade Housing Agency is authorized to tenninate this Agreement on behalf of the Landlord. XXIIL MISCELLANEOUS. (A) Sublease. The parties agree that no assignments or sublease will be made or let in connection with this Agreement without the prior written approval of the Landlord, which shall not be unreasonably withheld, and that all sublessors or assignees shall be governed by the terms and conditions of this Agreement. (B) Agreement Guidelines. The Tenant/Provider agrees to comply with all applicable Federal, State and County laws, rules and regulations, particularly the Landlord/Tenant Act, which are incorporated herein by reference. (C) Modifications. Any substantive, alterations, variations, modifications, extensions or waivers of provisions of this Agreement including but not limited to rent payable and effective term shall only be valid when they have been reduced to writing, duly approved by the City of Miami Commission and signed by both parties and attached to the original of this Agreement. The City Manager, shall be authorized to make non -substantive amendments to this Agreement and to approve and execute any renewals thereof, subject to the County's approval. (D) The County has established the Office of Inspector General which is empowered to perform random audits on all County contracts throughout the duration of each contract. Tenant/Provider is hereby exempt from paying the cost of the audit, which is normally 1/4o f 1% of the total contract amount. The Miami -Dade County Inspector General is authorized and empowered to review past, present and proposed County and Public Health Trust programs, contracts, transactions, accounts, records and programs. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of records and monitor existing projects and programs. Monitoring of an existing project or program may include a report concerning whether the project is on time, within budget and in compliance with plans, specifications and applicable law. The Inspector General is empowered to analyze the necessity of and reasonableness of proposed charge orders to the Contract. The Inspector General is empowered to retain the services of Independent Private Sector Inspectors General (IPSIG) to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process including but not Page 8ofII limited to project design, bid specifications, proposal submittals, activities of the Provider, its officers, agents and employees, lobbyists, County staff and elected officials to ensure compliance with contract specifications and to detect fraud and corruption. Upon ten (10) days prior written notice to the Provider from the Inspector General or IPSIG retained by the Inspector General, the Provider shall make all requested records and documents available to the Inspector General or IPSIG for inspection and copying. The Inspector General and IPSIG shall have the right to inspect and copy all documents and records in the Provider's possession, custody or control which, in the Inspector General or IPSIG's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, worksheets, proposals and agreements from and with successful and unsuccessful subcontractors and suppliers, all project -related correspondence, memoranda, instructions, financial documents, construction documents, proposal and contract documents, back -charge 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. The provisions in this section shall apply to the Provider, its officers, agents, employees, subcontractors and suppliers. The Provider shall incorporate the provisions in this section in all subcontractors and all other agreements executed by the Provider in connection with the performance of the contract. Nothing in this contract shall impair any independent right of the County to conduct audit or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the County by the Provider or third parties. Notwithstanding the provisions set forth herein, the County has the right to retain the services of an Independent Private Sector Inspector General (IPSIG), whenever the County deems it appropriate to do so. Upon written notice from the County, the Provider shall make available, to the IPSIG retained by the County, all requested records and documentation pertaining to this Agreement or any subsequent award for inspection and copying. The County will be responsible for the payment of these IPSIG services, and under no circumstance shall the Provider's cost/price for this Agreement, be inclusive of any charges relating to these IPSIG services. The terms of this provision herein, apply to the Provider, its officers, agents, employees and assignees. Nothing contained in this provision shall impair any independent right of the County to conduct, audit or investigate the operations, activities and performance of the Provider in connection with this Agreement or any related contract. The terms of this provision are neither intended nor shall they be construed to impose any liability on the County by the Provider or third party. Page 9ofII (E) Totality of Agreement/Severability of Provisions. This eleven (11) page Agreement with its attachments as referenced below contain all the terms and conditions agreed upon by the parties: Attachment A: Premises Attachment B: Miami -Dade County Affidavits No other Agreement, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind any of the parties hereto. If any provision of this Agreement is held invalid or void, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law. (F) Except as otherwise enumerated herein, no amendment to this Agreement shall be binding on either party unless in writing and signed by both parties and approved by the County Attorney's Office, provided, however, that the County may effect amendments to this Agreement with thirty (30) days written notice to the Provider, to conform this Agreement to changes in the laws, directives, guidelines, and objectives of County, State and Federal governments. (G) Nothing herein shall alter, affect, modify, change or extend any other agreement between the Provider and the County, or any department of the County unless specifically stated herein. (H) The invalidity of all or any part of this Agreement shall not render invalid the remainder of this Agreement or the remainder of such section, if the remainder would then conform to the requirements of applicable law. (I) This Agreement shall be governed under the laws of the State of Florida as to all matters, including but not limited to matters of validity, construction, effect and performance. Venue for any litigation between parties regarding this Agreement shall lie only in state and federal court in Miami -Dade County, Florida. IN WITNESS WHEREOF, the parties have caused this Contract to be executed by their respective and duly authorized officers as of the day and year first above written. Page 10 of 11 (SEAL) ATTEST: CITY OF MIAMI, a municipal corporation By: By: Priscilla A. Thompson Pedro. G. Hernandez City Clerk City Manager APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS: By: By: LeeAnn Brehm Julie O. Bru Director of Risk Management City Attorney ATTEST: HARVEY RUVIN, CLERK MIAMI-DADE COUNTY, FLORIDA a political subdivision of the State of Florida. By: By: DEPUTY CLERK GEORGE M. BURGESS COUNTY MANAGER Approved as to form and legal sufficiency: By: Assistant County Attorney Page 11 of 11