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HomeMy WebLinkAboutExhibit - AgreementLEASE AGREEMENT THIS LEASE AGREEMENT ("Agreement"), made and entered into this day of , 2015, between THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA, a body corporate and politic existing under the laws of the State of Florida (the "LESSOR"), and the CITY OF MIAMI, a municipal corporation of the State of Florida (the "LESSEE"). The LESSOR and LESSEE are sometimes referred to in this Agreement individually as "Party" and collectively as the "Parties". WITNESSETH WHEREAS, the LESSOR owns and has under its jurisdiction certain real property known as Lindsey Hopkins Technical College, located at 750 N.W. 20 Street, Miami -Dade County, Florida ; WHEREAS, LESSOR and LESSEE entered into aLease Agreement dated March 7, 2012 ("Existing Agreement"), for LESSEE'S use of approximately 7,734 square feet of space at the Lindsey Hopkins Technical Collegeto operate a Workforce Development Center; and WHEREAS, the Existing Agreement expires on June 30, 2015; and WHEREAS, LESSEE has requested continued use of the DEMISED PREMISES (as defined below) beyond the expiration of the Existing Agreement; and WHEREAS, the Parties are desirous of entering into this Agreement to allow the LESSEE to continue leasing the DEMISED PREMISES to operate a Workforce Development Center, under the terms and conditions as set forth below; and WHEREAS, The School Board of Miami -Dade County, Florida has authorized this Agreement in accordance with Board Action No. , at its meeting of April 15, 2015; and WHEREAS, The City of Miami Commission has authorized this Agreement in accordance with Resolution No. , at its meeting of , 2015. NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00), restrictions and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the LESSOR and LESSEE agree as follows: Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 1 of 26 �� P I 5 _1 3 57 RECITALS The Parties agree that the above recitals are true and correct and are incorporated herein by reference. II. DEMISED PREMISES AND PARKING The entire School facility, inclusive of all classrooms, parking, and ancillary spaces located at 750 N.W. 20 Street, Miami, situated in Miami -Dade County, Florida, is hereinafter defined as the "School." Effective with the Commencement Date (as defined below) of this Agreement, LESSEE shall lease from LESSOR a portion of the School consisting of approximately 7,734 square feet of space, and as more particularly described in Exhibit "A," attached hereto and made a part hereof (the "DEMISED PREMISES"), and shall have the right to access other portions of the School for the specific and limited purpose of gaining ingress to and egress from the DEMISED PREMISES. In addition, the LESSEE shall have use of three (3) reserved parking spaces within the School's parking garage at locations to beassigned by the School administrator or designee. All other employees and visitors of LESSEE may park in the School's parking garage on a first - come first -served basis. III. TERM This Agreement shall be effective upon the date of execution of the Agreement by both Parties ("Effective Date"). The term of this Agreement shall commence upon the Effective Date of the Agreement (the "Commencement Date"), and shall end on June 30, 2016, unless terminated sooner as provided for in this Agreement (the "Initial Term"). The Initial Term, together with any subsequent renewal term, shall be referred to collectively as the "Term." Iv. RENT, ADDITIONAL DAYS AND OPERATING EXPENSES Rent. Immediately upon the Commencement Date, LESSEE shall pay to LESSOR the sum of One and No/100 Dollars ($1.00) as the Annual Rental Rate, and, if applicable by the terms of this Agreement, on July 1st of each year thereafter. Additional Days. LESSEE may, on an annual basis, request use of the DEMISED PREMISES during periods when the School would otherwise be closed, as established annually Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 2 of 26 in the LESSOR'S official Elementary and Secondary School calendar. Prior to the start of the Initial Term and each subsequent renewal term, LESSEE shall provide LESSOR or its designee with a written list of the days LESSEE is requesting use of the DEMISED PREMISES, during periods when the School would otherwise be closed ("Additional Days"). LESSEE may also make additional requests for such use, from time to time and on an infrequent basis. LESSOR or its designee shall review LESSEE'S request, and shall notify LESSEE as to which days, if any, have been approved, within thirty (30) days of receipt of LESSEE'S request, and such approved list of Additional Days shall be attached to this Agreement as Exhibit "B," and made a part hereof. The Parties acknowledge and agree that during the Initial Term, LESSEE anticipates that the Additional Days shall be those days enumerated in Exhibit "B". Estimated Operating Expenses. LESSEE agrees to pay to LESSOR any costs borne by LESSOR related to utilities, custodial and janitorial staff and services, and security staff for LESSEE's operation within the DEMISED PREMISES during the Additional Days ("Operating Expenses"). Operating Expenses for the Initial Term shall be based on fiscal year 2014-2015 expenses. However, since the actual costs incurred in fiscal year 2014-2015 may not be available until after the start of the Initial Term, the amount of Operating Expenses for the Initial Term shall be based on fiscal year 2013-2014 expenses, in the total amount of $1,734.48 per day ("Daily Rate") (i.e., $696.14 per day for custodial and security services and $1,038.34 per day for utilities). Accordingly, based on the estimated Daily Rate, the amount of Operating Expenses to be paid by the LESSEE for the Additional Days during the Initial Term (as enumerated in Exhibit "B") shall be $26,017.20 annually, payable by LESSEE to LESSOR in four (4) equal quarterly payments of $6,504.30. The quarterly payments of Operating Expenses shall be due beginning on the Commencement Date of this Agreement, and then on October 1st, January 1st and April 1st during the Initial Term and each year thereafter. Should the number of Additional Days increase or decrease from the estimated number, the Operating Expenses amount shall be adjusted accordingly, with payments due as enumerated above. Adjustments; Underpayments. LESSOR shall, upon the expiration of the Initial Term and any subsequent renewal term, evaluate Operating Expenses actually incurred by LESSOR during the subject term, and use said evaluation to establish Operating Expenses for any subsequent term, if so exercised. Where an evaluation shall reveal an excess in Operating Expenses incurred by LESSOR as compared to that amount paid by LESSEE ("Operating Excess"), and said Operating Excess is no greater than five (5%) percent, LESSEE shall pay to Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 3 of 26 LESSOR, within sixty (60) days of receipt of a reasonably detailed invoice, the Operating Excess for the subject term. Any Operating Excess greater than five (5%) percent shall be accompanied by a statement reasonably detailing the Operating Excess, prior to LESSEE paying that portion of the Operating Excess greater than five (5%) percent. Audit Rights; Overpayments. LESSEE shall have the right to audit, or cause to be audited, LESSOR's records pertaining to Operating Expenses. Any overpayments discovered in the course of such audit due to LESSOR's overbilling, or any overpayment discovered by LESSOR's post -Term evaluations, shall be credited to LESSEE's account, and applied to LESSEE'S next quarterly payment of Operating Expenses, or if no quarterly payment shall be due, refunded to LESSEE within sixty (60) days following the discovery of said overpayment or termination of this Agreement, whichever occurs first. All payments by LESSEE shall be made payable to The School Board of Miami -Dade County, Florida, and shall be remitted, without demand, to the following location: Miami -Dade County Public Schools Planning, Design and Sustainability Attention: Executive Director 1450 N.E. 2nd Avenue, Room 525 Miami, Florida 33132 V. USE OF DEMISED PREMISES The DEMISED PREMISES shall be used solely by LESSEE and its program -related invitees, and staffed solely with employees of LESSEE for the operation of a workforce development office, ancillary activities related thereto, and for no other purpose. Use of the DEMISED PREMISES for any other purpose shall constitute a default under this Agreement. LESSEE covenants and agrees to accept the DEMISED PREMISES in its "as -is", "where -is" condition and basis with all faults as of the Commencement Date of this Agreement, and LESSOR makes no representations or warranties of any type or nature whatsoever, either expressed or implied, as to the usefulness, physical condition or appropriateness of the DEMISED PREMISES or other portions of the School for LESSEE'S operations or any specific use. LESSEE, by executing this Agreement, acknowledges that the LESSOR has made no representations whatsoever regarding the School or the DEMISED PREMISES. LESSEE Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 4 of 26 represents that it is relying and will continue to rely solely on its own investigations in its decision to lease the DEMISED PREMISES, and LESSEE further acknowledges and agrees that the LESSOR shall not indemnify the LESSEE in any way with respect to the School. The provisions of this Paragraph shall survive the expiration or the earlier termination or cancellation of this Agreement. Other than the parking garage or other common areas within the School, the LESSEE shall have full control, custody, right, and use of the DEMISED PREMISES at all times throughout the term of this Agreement. Further, LESSEE may access common areas within the School, strictly as a means of ingress/egress to the DEMISED PREMISES. Notwithstanding the foregoing, the LESSEE'S hours of operation shall not exceed those of the School, and the LESSEE shall not have access to the DEMISED PREMISES during such periods that the School is closed, except as otherwise provided for in Article IV of this Agreement. The sale or consumption of alcoholic beverages on the DEMISED PREMISES is expressly prohibited. Neither party shall commit nor permit any violations of applicable laws, rules, and regulations of the LESSOR, LESSEE, COUNTY, STATE, or FEDERAL GOVERNMENT upon the DEMISED PREMISES. The LESSEE shall comply with all School safety and security criteria, and provide proper supervision for the DEMISED PREMISES, and maintain the DEMISED PREMISES safe and secure at all times. The LESSEE shall secure and lock all doors and gates within the DEMISED PREMISES at the completion of LESSEE's daily use of the DEMISED PREMISES. LESSEE acknowledges and agrees that the School Administrator shall have overall responsibility for any School site operational issues, including without limitation, building, security, safety, etc., and LESSEE shall comply with all such requirements established by the School Administrator with respect thereto. In the event the LESSEE seeks to use any other portion of the School not a part of the DEMISED PREMISES, on a one-time or short-term basis, the LESSEE shall request such use through the School Administrator, subject to compliance with LESSOR'S Policies and Miami -Dade County Public Schools procedures. VI. IMPROVEMENTS TO THE DEMISED PREMISES The LESSEE may, with the prior written approval of the LESSOR, or its designee, such approval to be issued at the sole discretion of the LESSOR, construct improvements within the Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 5 of 26 DEMISED PREMISES, at LESSEE'S sole cost and expense (all such improvements are collectively referred to herein as the "Work"). The Parties agree that the Work shall be performed in accordance with plans approved by LESSOR or its designee, which LESSOR may approve or disapprove at its sole authority and discretion. Work shall be performed by a contractor pre -qualified to operate within the School pursuant to applicable rules and regulations of LESSOR regarding construction activities on District facilities ("Qualified Contractor"). Qualified Contractors shall indemnify, hold harmless and defend LESSOR from and against any and all claims, liens, suits, actions or causes of action arising out of or in connection with any construction costs and expenses for the Work. Qualified Contractors shall further comply with any and all insurance requirements as may be established, and amended from time to time, by LESSOR. All costs associated with the Work, including without limitation, the cost of design and construction, shall be paid by the LESSEE. In addition, LESSEE shall be responsible, to the extent provided in the contract documents, if any, for any additional costs of construction or additional services required to be paid to the LESSEE'S contractor or LESSEE'S architect/engineer due to unforeseen or unavoidable circumstances, or due to changes to the plans or Work. In addition, LESSEE shall pay LESSOR for the costs incurred by LESSOR for plan and other technical reviews, permit issuance, and required inspections. LESSOR shall send LESSEE an invoice for such expenses in the amount noted above, and LESSEE covenants and agrees to reimburse the LESSOR within thirty (30) calendar days of receipt of such invoice from LESSOR. Plans must be signed and sealed by a duly licensed design professional and be of sufficient detail to secure any and all permits necessary to commence the Work. Any and all warranties between LESSEE and its architect/engineer of record shall flow to the LESSOR in the event of errors and omissions. The plans shall be prepared in accordance with all applicable laws, rules, regulations, statutes and codes, including without limitation, the Miami - Dade County Public School's ("District") design criteria, specifications and safety codes, the State Requirements for Educational Facilities and the Florida Building Code, in effect at the time the plans are submitted to the LESSOR. The Plans shall be reviewed and approved by LESSOR or, if LESSOR so determines at its sole authority, LESSOR may use an outside firm designated by LESSOR to conduct plan reviews. LESSOR shall have a minimum of sixty (60) days from LESSOR'S receipt of the Plans from LESSEE to review such Plans. In the event Plans are submitted to LESSOR and said Plans are not approved, the LESSOR shall provide Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 6 of 26 LESSEE with a written list of issues to be resolved or revised, and the LESSEE shall modify its Plans and re -submit same within thirty (30) days of its receipt of said non -approval. Upon approval of the Plans, LESSOR shall notify LESSEE of same in writing ("LESSOR's Notice Approving Plans"). All Work shall be performed in a good, safe, and workmanlike manner by Qualified Contractors who are licensed, insured, and fully bonded in accordance with Florida Statutes, and the LESSEE shall provide evidence of same to the LESSOR prior to commencement of the Work. The LESSEE'S Building department shall be the entity responsible for reviewing and approving all construction documents, issuing permits for construction and providing final acceptance of the Work. The Work shall commence only after issuance of proper permits, in conformance with the requirements of the LESSOR'S Building department or other appropriate jurisdictional governmental entity, and shall at all times be in compliance with all applicable laws, rules, and regulations, including without limitation, the Florida Building Code, the Americans with Disabilities Act, the Jessica Lunsford Act, the State Requirements for Educational Facilities, and the District criteria and standards, as the same may be amended from time to time. All permits shall be properly closed by LESSEE upon completion of the Work, and evidence of same, satisfactory to LESSOR, shall be provided without demand. All Work shall be limited to those areas designated in the plans, and LESSEE shall have no authority to access any other portions of the School, except as otherwise provided for in this Agreement or as authorized by the LESSOR, or its designee, on an as -needed basis. The Work shall conform atall times to the safety criteria established with and approved by the LESSOR, or its designee, and shall neither unreasonably disrupt or interfere with the LESSOR'S operations at the School. LESSEE and its Qualified Contractors shall take all necessary safety precautions during the Work, secure all construction areas by appropriate construction fencing and any other necessary means, and coordinate on an ongoing basis with the School Administrator and assigned District Project Manager to assure the safety of the LESSOR'S students, staff, visitors, invitees and the public at all times. In addition, LESSEE and its Qualified Contractors shall work closely with the School Administrator and assigned District Project Manager to assure the Work does not interfere with or disrupt School or District operations. LESSEE shall make every reasonable effort to assure that construction related activities neither unreasonably disrupt nor interfere with the School's daily operations. Subject to compliance with the provisions of the Jessica Lunsford Act, in the event that such activities Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 7 of 26 must be conducted during School hours, LESSEE shall first secure the approval of the School Administrator. Prior to the commencement of the Work, LESSEE shall provide the LESSOR, or its designee, with a schedule for the commencement and completion of the Work. If the LESSOR, or its designee, requests that LESSEE cease any work within the DEMISED PREMISES due to unreasonable interference or violation of any applicable rules and regulations or the LESSOR'S criteria, then LESSEE shall immediately discontinue its activities at the DEMISED PREMISES, and shall proceed only after the LESSOR, or its designee, has reviewed the scheduling, safety and/or manner of work in question and has authorized LESSEE to continue. LESSEE shall cause any Qualified Contractor doing work within the DEMISED PREMISES to indemnify, defend, and hold harmless the LESSOR, its employees and representatives from any and all liability, damages, and claims. In addition, as a pre -condition to commencing the Work, LESSEE shall require LESSEE'S contractor(s) to provide the following minimum levels of insurance coverage: (1) Commercial General Liability Insurance in an amount not less than $1 Million combined single limit per occurrence for bodily injury and property damage, (2) Automobile Liability Insurance covering all owned, non -owned and hired vehicles used in connection with the operations of LESSEE'S Qualified Contractor(s), in an amount not less than $1 million combined single limit per occurrence for bodily injury and property damage, (3) Workers' Compensation Insurance for all employees of LESSEE'S Qualified Contractor(s) as required by Florida Statutes, and (4) Property Insurance- "All Risk" property insurance on any such new buildings or structures, machinery or equipment. The amount of insurance shall be no less than the replacement value at the time of completion. "The School Board of Miami -Dade County, Florida, and its members, officers, and employees" shall be an additional insured on all liability coverages except Workers' Compensation Insurance. LESSEE'S Qualified Contractor(s) shall maintain such insurance at all times when constructing the Work throughout the term of this Agreement. The LESSEE covenants and agrees that it shall indemnify, hold harmless, and defend LESSOR from and against any and all claims, liens, suits, actions or causes of action arising out of or in connection with any construction costs and expenses for improvements made by LESSEE within theDEMISED PREMISES. In addition, LESSEE shall cause each and every of its Qualified Contractors and subcontractors performing work at the DEMISED PREMISES ("Lessee Contractor") to further covenant and agree, at Lessee Contractor's own expense, and upon Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 8 of 26 written request by the LESSOR, to defend any suit, action, or demand brought against the LESSOR on any claim or demand arising out of, resulting from, or incidental to the Lessee Contractor's performance under any contract by and between LESSEE and/or its assigns and any and all contractors and subcontractors. This provision shall survive the expiration, cancellation or early termination of this Agreement. Furthermore, LESSEE and/or its assigns shall cause the indemnification provision and the duty to defend provision in its Contract with Lessee Contractors to survive the cancellation, early termination, or expiration of any and all contracts by and between LESSEE and/or its assigns and any Lessee Contractor. If, as a result of LESSEE'S actions in the performance of the work, or failure to act, portions of the DEMISED PREMISES or School are damaged, in the sole opinion of the LESSOR, then the LESSEE shall repair and/or restore the damaged area, at its sole cost and expense, to the same or better condition as existed prior to such action. LESSEE shall complete the necessary repairs within thirty (30) days of receipt of written notice from the LESSOR. In the event that LESSEE is unable to complete the repair work within said thirty (30) day period, LESSEE shall provide the LESSOR with written notification stating the reasons, together with a mutually agreed to schedule for the completion of the repairs. If LESSEE fails to complete the repair work within the prescribed time frame, then the LESSOR, at its sole option, shall have the right, but not the obligation, to make the necessary repairs, at LESSEE'S sole cost and expense. LESSEE covenants and agrees that it shall reimburse the LESSOR for this work within thirty (30) days of receipt from the LESSOR of an invoice for same, accompanied by such documentation as may be reasonably required by LESSEE to substantiate the nature and completeness of the work. Failure by LESSEE to reimburse the LESSOR shall be grounds for placing LESSEE in default under this Agreement. Notwithstanding the foregoing, in the event of damage to the School site caused by LESSEE or its agents, contractors, or invitees, resulting in a significant impact to operations or the safety and well-being of the LESSOR'S students, staff, and visitors, and requiring immediate repair, as determined by the LESSOR at the LESSOR'S sole discretion, the LESSOR may, at the LESSOR'S sole discretion, complete the necessary repairs, at LESSEE'S sole cost and expense. Prior to the start of any construction activities at the School, and irrespective of LESSEE'S estimate of the cost of construction of the Work, LESSEE shall provide to the LESSOR a payment and performance bond ("Bond") with a surety insurer authorized to do Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 9 of 26 business in the State of Florida as surety, based on the cost of the Work as determined solely by the LESSOR. The Bond may be in the form described in Florida Statutes §255.05 or otherwise, so long as all protections and relevant provisions set forth in §255.05 are provided to all persons defined in Florida Statutes §713.01 who furnish labor, services, or materials for the prosecution of the Work provided for in the Agreement. LESSEE shall not permit any liens to be filed or attached to the DEMISED PREMISES for any reason whatsoever, including, but not limited to, as a result of the Work performed by LESSEE pursuant to this Agreement. In the event that any such lien is recorded in the official records of Miami -Dade County, Florida, LESSEE shall, within twenty (20) calendar days of the date of such filing, cause such lien to be removed of record or properly transferred to a bond under Chapter 713, Florida Statutes. In the event a notice of violation is issued by any jurisdictional agency relating to the Work, said notice of violation shall be the sole responsibility of LESSEE, and LESSEE shall cure said violation(s) within thirty (30) days of receipt thereof, at LESSEE'S sole cost and expense. Should LESSEE fail to comply with this requirement, then LESSOR may, by its own effort, cause such lien or other violations to be removed of record and cured. LESSEE shall be liable to the LESSOR for all costs of such removal including, without limitation, any and all reasonable attorneys' fees, court costs and any other cost or expense incurred or expended by the LESSOR. It is expressly understood by the Parties that LESSEE shall not commence any of the Work or construction activities within the DEMISED PREMISES or at or about the School site until LESSOR, or its designee, has received all items stipulated in this Agreement and has notified LESSEE, in writing, as to the approved date for the start of the Work. At the completion of the Work, the LESSEE shall secure an inspection of the Work from LESSOR'S designee, verifying that the Work on the DEMISED PREMISES has been satisfactorily and properly completed, and shall not release its Qualified Contractor from its contractual obligations or make final payment to the Qualified Contractor until the LESSOR'S designee attests to the satisfactory completion of the Work. In the event that LESSEE or LESSEE'S Qualified Contractor do not complete the Work within the DEMISED PREMISES, LESSEE covenants and agrees to restore the DEMISED PREMISES, at LESSEE'S sole cost and expense, to the same or better condition existing prior to the Commencement Date of this Agreement. Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 10 of 26 LESSEE agrees, at the expiration, cancellation, or termination of this Agreement, to remove any improvements, facilities, or signage constructed or installed by LESSEE within the DEMISED PREMISES, including without limitation the improvements constructed by LESSEE under the Existing Agreement, and to restore the DEMISED PREMISES to the same or better condition as existed before the Commencement Date hereof. If however, LESSOR, at LESSOR'S sole discretion, elects to retain any or all of said improvements constructed by LESSEE, including without limitation, the improvements constructed by LESSEE under the Existing Agreement, LESSEE agrees to convey title to the improvements to LESSOR, without compensation due to LESSEE. VII. MAINTENANCE AND CUSTODIAL SERVICES LESSOR shall provide all routine maintenance and repairs of the DEMISED PREMISES, including, but not limited to, interior light bulb and ballast replacement, air conditioning filter cleaning and/or replacement, routine electrical and plumbing repairs, and routine care of parking lots and walking surfaces within the School. In addition, LESSOR shall provide all routine custodial or janitorial services to the DEMISED PREMISES. All such maintenance and custodial/janitorial services will be provided during the School's normal working hours, and in compliance with the LESSOR'S standard operating procedures and frequency of service. VIII. INSURANCE REQUIREMENTS FOR LESSEE LESSEE operates a self -insured program for general liability automobile liability, and workers' compensation in accordance and subject to the limitations as set forth in Section 768.28 of the Florida Statutes. LESSEE shall provide LESSOR with a certificate of self- insurance routinely issued by LESSEE's risk manager as LESSEE is a self -insured Florida municipal corporation. The certificate of self-insurance shall be delivered to LESSOR on or before the Commencement Date of this Agreement, and is a condition precedent to its use and occupancy of the DEMISED PREMISES under this Agreement, and shall remain in full force and effect during the term of this Agreement, and LESSEE shall furnish LESSOR updated certificates, as applicable, prior to the expiration thereof. IX. SECURITY Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 11 of 26 In conformance with the provisions of Article XXXI of this Agreement, at LESSEE'S option and at its sole cost and expense, LESSEE may procure security personnel beyond the standard and routine security personnel supplied by LESSOR at the School, to furnish additional security for the DEMISED PREMISES. LESSEE acknowledges and agrees that LESSOR'S security personnel shall not be responsible for providing enhanced or extra services for the DEMISED PREMISES. X. UTILITIES AND OTHER SERVICES The LESSOR shall establish and pay all utility accounts serving the DEMISED PREMISES, including electricity, water, sewer, solid waste disposal, storm water, and trash collection. LESSEE'S obligation to reimburse LESSOR for such services provided under this Article IX shall be limited to those payments made pursuant to Article IV of this Agreement. XI. INDEMNIFICATION AND HOLD HARMLESS The LESSEE does hereby agree to indemnify and hold harmless the LESSOR, to the extent of the monetary limitations included within Florida Statutes, Section 768.28, subject to the provisions in this act whereby the LESSEE shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of $200,000, or any claim or judgment, or portions thereof, which, when totaled with all other claims or judgments paid by the LESSEE arising out of the same incident or occurrence, exceeds the sum of $300,000 from any and all personal injury or property damage claims, liabilities, losses and causes of action which may arise as a result of the negligence of the LESSEE. However, nothing herein shall be deemed to indemnify the LESSOR from any liability or claim arising out of the negligent performance or failure of performance of the LESSOR or as a result of the negligence of any unrelated third party. The LESSOR does hereby agree to indemnify and hold harmless the LESSEE, to the extent of the monetary limitations included within Florida Statutes, Section 768.28, subject to the provisions in this act whereby the LESSOR shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of $200,000, or any claim or judgment, or portions thereof, which, when totaled with all other claims or judgments paid by the LESSOR arising out of the same incident or occurrence, exceeds the sum of $300,000 from any and all personal injury or property damage claims, liabilities, losses and Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 12 of 26 causes of action which may arise as a result of the negligence of the LESSOR. However, nothing herein shall be deemed to indemnify the LESSEE from any liability or claim arising out of the negligent performance or failure of performance of the LESSEE or as a result of the negligence of any unrelated third party. The provisions of this Article shall survive the expiration, or early termination or cancellation of this Agreement. Nothing in this Agreement is intended to operate as a waiver of LESSEE or LESSOR'S sovereign immunity. XII. NO LIABILITY FOR PERSONAL PROPERTY LESSEE agrees to insure or self -insure its interests in personal property to the extent it deems necessary or appropriate and hereby waives all rights to recovery for Toss or damage of such property by any cause whatsoever. LESSEE hereby waives all rights of subrogation under any policy or policies it may carry on property placed or moved on the DEMISED PREMISES. XIII. LIABILITY FOR DAMAGE OR INJURY The LESSOR shall not be liable for any damage or injury which may be sustained by the LESSEE or its invitees on or about the DEMISED PREMISES or School, other than damage or injury resulting from the negligent performance or failure of performance on the part of the LESSOR, its agents, representatives, or employees, to the limits of Section 768.28, Florida Statutes. LESSOR shall not be responsible or liable for any damages arising from acts of God, or for any loss of business or consequential damages. XIV. ASSIGNMENT AND SUBLETTING LESSEE shall not, at any time during the term of this Agreement, sublet in part or whole the DEMISED PREMISES, or assign, transfer, mortgage, pledge, hypothecate, or otherwise dispose of its interest in this Agreement or any portion or part thereof, or allow any other individual or entity to operate or manage the DEMISED PREMISES. Any assignment, sublet, or otherwise, shall constitute a default under this Agreement, and may result, at LESSOR'S sole option, in the automatic termination of this Agreement for cause, irrespective of Article XVII of this Agreement. Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 13 of 26 XV. OPTION TO RENEW The term of this Agreement may be renewed at the mutual agreement of the Parties for two (2) additional terms of one (1) year each, under the same terms and conditions contained in this Agreement, provided LESSEE gives written notice to the LESSOR at least sixty (60) days prior to the expiration of the then current term, and LESSEE is not in default of this Agreement. LESSOR'S approval shall not be unreasonably withheld, and such approval process shall in no instance extend more than thirty (30) days after LESSEE has furnished to LESSOR said written notice to renew. XVI. CANCELLATION In addition to the provisions of Articles XVII and XXIX, LESSEE and LESSOR shall have the right to cancel this Agreement at will, without penalty, by giving the other Party written notice at least ninety (90) days prior to the effective date of said cancellation. Other than the payment of any rent or Operating Expenses due prior to the cancellation date or performance of any applicable provision of this Agreement by either Party, the Parties shall have no other recourse or remedy against one another for a cancelation. XVII. DEFAULT LESSOR shall notify LESSEE in writing regarding LESSEE'S failure to perform or to comply with the terms and conditions of this Agreement. If LESSEE fails to cure the default within thirty (30) days after receiving written notice or does not provide LESSOR with a written response indicating the status of LESSEE'S curing of the default and providing a mutually agreeable schedule to cure all defaults, said approval not to be unreasonably withheld, within thirty (30) days after receiving written notice, LESSOR shall have the right to immediately terminate this Agreement, without penalty, and occupy the DEMISED PREMISES. LESSEE shall notify LESSOR in writing regarding LESSOR'S failure to perform or to comply with the terms and conditions of this Agreement. If LESSOR fails to cure the default within thirty (30) days after receiving written notice or does not provide LESSEE with a written response indicating the status of LESSOR'S curing of the default and providing a mutually agreeable schedule to cure all defaults, said approval not to be unreasonably withheld, within thirty (30) days after receiving written notice, LESSEE shall have the right to immediately Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 14 of 26 terminate this Agreement. XVIII. PEACEFUL POSSESSION Subject to the terms, conditions, and covenants of this Agreement, LESSEE shall and may peaceably have, hold and enjoy the above described DEMISED PREMISES, without hindrance or interference by the LESSOR. XIX. LESSOR'S RIGHT OF ENTRY Other than in event of an emergency, after first providing reasonable notice to LESSEE, the LESSOR, or any of its agents, representatives, or employees, shall have the right to enter said DEMISED PREMISES at all reasonable times to examine the same or to make such repairs, additions, or alterations as may be deemed necessary for the safety, comfort, or preservation of the DEMISES PREMISES, provided such activities do not unreasonably interfere with the LESSEE'S use of the DEMISED PREMISES. XX. TAXES AND REGULATORY COMPLIANCE LESSEE shall be responsible for payment of any taxes, fees, operating permits, licenses, or other assessments, if any, including but not limited to sales tax, which may be imposed on the DEMISED PREMISES or the School, which may be due as a result of the leasing, use, and occupancy of the DEMISED PREMISES by LESSEE. If at any time during the term of this Agreement, there is a requirement by any jurisdictional entity for infrastructure improvements or other regulatory compliance due to LESSEE'S lease, use or occupancy of the DEMISED PREMISES, LESSEE acknowledges and agrees that it shall be responsible for compliance with all applicable requirements, at LESSEE'S sole cost and expense. Non-compliance shall be deemed a material breach of this Agreement. XXI. SURRENDER OF PREMISES Except as otherwise provided in this Agreement, LESSEE agrees, at the expiration, termination or cancellation of this Agreement or any extension thereof, to promptly and peacefully surrender and deliver possession of the DEMISED PREMISES to LESSOR in good order and repair and in as good condition as existed on the Commencement Date of this Agreement, ordinary wear and tear, or damage by fire, windstorm or other Acts of God, Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 15 of 26 excepted. The LESSEE shall be required to promptly remove all of LESSEE'S personal property and other items belonging to LESSEE from the DEMISED PREMISES. In addition, LESSEE shall be required, at LESSOR'S sole option, to remove any improvements, facilities or signage constructed or installed by LESSEE, including without limitation, the improvements constructed by LESSEE under the Existing Agreement, and to restore the DEMISED PREMISES to the same or better condition as existed before the Commencement Date of this Agreement. In the event LESSOR elects to retain any or all of said improvements constructed by LESSEE, including without limitation, those improvements constructed by LESSEE under the Existing Agreement, LESSEE agrees to convey title to the improvements to LESSOR, without compensation due LESSEE. LESSEE shall promptly return all keys and other items belonging to LESSOR and shall coordinate with the LESSOR to ensure a proper and timely surrender of the DEMISED PREMISES. Any of LESSEE'S personal property not removed within ten (10) days after expiration, termination, or cancellation of this Agreement shall be considered abandoned. XXII. AMENDMENTS LESSOR and LESSEE, by mutual agreement, shall have the right, but not the obligation, to amend this Agreement. Such amendments shall be effective only when signed by LESSOR and LESSEE and shall be incorporated as part of this Agreement. XXIII. NON-DISCRIMINATION LESSOR and LESSEE agree that there will be no discrimination against any person based upon race, color, sex, religious creed, ancestry, national origin, mental or physical handicap, or as otherwise provided by law, in the use of the DEMISED PREMISES. It is expressly understood that upon a determination by a court of competent jurisdiction that discrimination in the use of the DEMISED PREMISES by a Party hereto has occurred, such event shall be treated as a Default hereunder. XXIV. LEGAL FEES AND COURT COSTS In the event of any litigation between the Parties under this Agreement, each Party shall be responsible for its own attorney's fees and court costs through trials and appellate levels. The provisions of this paragraph shall survive the expiration or early termination or cancellation of this Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 16 of 26 Agreement. As a condition precedent to litigation between the Parties arising from this Agreement the Parties shall attempt to resolve their disputes pursuant to the provisions of the Florida Governmental Conflict Resolution Act , Sections 164.101-164.1061, Fla. Stat. XXV. CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida and the venue for any disputes shall be Miami -Dade County, Florida, including without limitation the Florida Local Government Prompt Payment Act and the Florida Governmental Conflict Resolution Act. XXVI. SEVERABILITY In the event any paragraph, clause, or sentence of this Agreement or any future amendment thereto is declared invalid by a court of competent jurisdiction, such paragraph, clause, or sentence shall be stricken from the subject Agreement and the balance of the Agreement shall not be affected by any deletion, provided to do so would not render interpretation of the Agreement provisions ambiguous or a nullity. XXVII. WAIVER No waiver of any provision shall be deemed to have been made unless such waiver is in writing and signed by LESSOR or LESSEE. The failure of any Party to insist upon strict performance of any of the covenants, provisions or conditions of this Agreement shall not be construed as waiving or relinquishing any such covenants, provisions or conditions, but the same shall continue and remain in full force and effect. XXVIII. NOTICE AND GENERAL CONDITIONS A. All notices or communications under this Agreement by either Party to the other shall be sufficiently given or delivered if dispatched by (1) certified U.S. mail, postage pre -paid, return receipt requested, (2) hand delivery, (3) Federal Express or other comparable overnight mail service, (4) telephone facsimile transmission with transmission receipt, or (5) electronic mail to the following addresses, or as the same may be changed in writing from time to time: In the case of notice or communication to LESSOR: The School Board of Miami -Dade County, Florida Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 17 of 26 c/o Superintendent of Schools School Board Administration Building 1450 N.E. Second Avenue, Room 912 Miami, Florida 33132 Fax: 305-995-1488 With a copy to: Miami -Dade County Public Schools Planning, Design and Sustainability Attention: Deputy Chief Facilities and Eco-Sustainability Officer 1450 N.E. Second Avenue, Room 525 Miami, Florida 33132 Fax: 305-995-4760 E-mail: arijo(dadeschoois.net With a copy to: The School Board of Miami -Dade County, Florida School Board Attorney's Office 1450 NE 2nd Avenue, #400 Miami, FL 33132 Attn: School Board Attorney Fax: 305-995-1412 E-mail: Walter.Harvey(aidadeschools.net In the case of notice or communication to LESSEE: City of Miami, Florida Office of the City Manager 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 Attention: City Manager With copies to: Department of Real Estate and Asset Management 444 S.W. 2nd Avenue, 3rd Floor Miami, Florida 33130 Attention: Director Office of Grants Administration 444 S.W. 2nd Avenue, 5th Floor Miami, Florida 33130 Attention: Director Office of the City Attorney 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 Attention: City Attorney Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 18 of 26 B. Title and paragraph headings are for convenient reference and are not intended to confer any rights or obligations upon the Parties to this Agreement. C. For purposes of this Agreement, the Superintendent of Schools or designee shall be the party designated by the LESSOR to grant or deny any modifications and approvals required by this Agreement dealing with any improvements or construction within the DEMISED PREMISES, reviewing and approving the Additional Days requested by the LESSEE and amending any and all exhibits to the Agreement. In addition to the above, the Superintendent of Schools shall also be the party designated by the LESSOR to grant or deny any other approvals required by this Agreement, including, placing the LESSEE in default, renewing, or extending the Agreement, or canceling and/or terminating the Agreement as provided herein. D. Except as otherwise provided in this Agreement, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 PM (at the place of delivery) or on a non -business day, shall be deemed received on the next business day. If any time for giving. Notice contained in this Agreement would otherwise expire on a non -business day, the Notice period shall be extended to the next succeeding business day. "Day" as used in this Agreement shall be defined as calendar day, unless otherwise provided. Counsel for LESSOR and counsel for LESSEE may deliver Notice on behalf of LESSEE and LESSOR, respectively. Any Party or other person to whom Notices are to be sent or copied may notify the other Parties of any change in name or address to which Notices shall be sent by providing the same pursuant to this provision. XXIX. DAMAGE AND DESTRUCTION Other than damage or destruction caused by LESSEE, in the event the DEMISED PREMISES should be destroyed or so damaged by fire, windstorm, or other casualty, in whole or in part, to the extent the DEMISED PREMISES are rendered untenantable or unfit for the purposes intended, LESSOR may, at LESSOR'S sole option, either cancel this Agreement by giving written notice to the LESSEE, or repair or replace the damaged/destroyed facilities, at LESSOR'S expense. If LESSOR opts to repair or replace the damaged/destroyed facilities, then LESSOR shall cause the damaged/destroyed facilities to be repaired or replaced, and Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 19 of 26 placed in a safe, secure, and useable condition within one hundred eighty (180) days from the date of said damage or destruction, or other reasonable period of time as mutually agreed to by the Parties, which shall be determined based upon the scope and nature of the damages, costs of the necessary repairs, and available funding for such repairs. Should the damaged/destroyed facilities not be repaired and rendered tenantable within the aforementioned time period, then LESSEE may, at its sole option, place the LESSOR in default. Any damage or destruction sustained to all or portions of the DEMISED PREMISES as a result of LESSEE'S actions shall be repaired by LESSEE at LESSEE'S sole cost and expense. LESSOR and LESSEE agree that in the event of cancellation of the Agreement due to damage or destruction, LESSEE shall surrender the DEMISED PREMISES to LESSOR in compliance with Article XXI of the Agreement. XXX. HAZARDOUS MATERIALS For purposes of this Agreement, the term "Hazardous Substances" shall include, but not be limited to, flammable substances, explosives, radioactive materials, asbestos, polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, medical wastes, toxic substances or related materials, petroleum and petroleum products, and substances declared to be hazardous or toxic by Environmental Law. The term "Environmental Law" shall mean any law, ordinance, rule, order, decree, judgment, regulation and guideline (present and future), of any governmental, quasi - public authority and applicable board of insurance underwriters related to environmental conditions on, under, or about the School or DEMISED PREMISES, or arising from LESSEE'S use or occupancy of the DEMISED PREMISES or School, including, but not limited to, soil, air and ground water conditions, or governing the use, generation, storage, transportation, or disposal of Hazardous Substances in, on, at, to or from the DEMISED PREMISES or School. The term "Hazardous Substances Discharge" shall mean any deposit, spill, discharge, or other release of Hazardous Substance that occurs during the term, at or from the DEMISED PREMISES or School (unless caused solely by LESSOR), or that arises at any time from LESSEE'S use or occupancy of the DEMISED PREMISES or School. LESSEE shall not cause or permit to occur: (a) any violation of any Environmental Law in the DEMISED PREMISES or School or (b) the use, generation, release, manufacture, refining, production, processing, storage or disposal of any Hazardous Substances on, under, Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 20 of 26 or about the DEMISED PREMISES or School, or the transportation to or from the DEMISED PREMISES or School of any Hazardous Substance, except to the extent that such use (i) is reasonably necessary for the conduct of LESSEE'S business in accordance with industry standards for the industry in which LESSEE operates and LESSEE has so notified LESSOR in writing before commencement of such use or such use and quantities of Hazardous Substance in connection therewith are consistent with standard office practices (e.g., cleaning fluids, materials used in connection with photocopying and other standard office equipment and other similar office supplies), in which case no prior notice to LESSOR shall be required and (ii) complies with all applicable Environmental Laws and such further requirements as LESSOR shall reasonably impose. LESSEE shall, at LESSEE'S expense, comply with all applicable Environmental Laws. with respect to the DEMISED PREMISES and School. LESSEE shall, at LESSEE'S own expense, make all submissions to, provide all information required by and otherwise fully comply with all requirements of any governmental authority arising under Environmental Laws with respect to the DEMISED PREMISES and School during the term of this Agreement. If any governmental authority requires any clean-up or clean-up measures because of any Hazardous Substances Discharge demonstrated to have been caused by LESSEE with respect to the DEMISED PREMISES or School, then LESSEE shall, at LESSEE'S own expense, prepare and submit the required plans and all related bonds and other financial assurances and shall carry out all such clean-up plans. LESSEE shall promptly notify LESSOR of any notices or communications received from any jurisdictional entity in relation to any environmental issues on the School or DEMISED PREMISES, and shall promptly provide LESSOR with all information reasonably requested by LESSOR regarding LESSEE'S use, generation, storage, transportation or disposal of Hazardous Substances in or at the DEMISED PREMISES or School. The obligations and liability of LESSEE under this paragraph shall survive the expiration or termination of this Agreement. XXXI. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS LESSEE shall comply with all applicable laws, rules, regulations, ordinances and codes of all governmental authorities, including, without limitation, School Board Policies, the Florida Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 21 of 26 Building Code, the Americans with Disabilities Act and the Jessica Lunsford Act, as all may be further amended from time to time and to the extent required by applicable law. XXXII. SUBORDINATION This Agreement is and shall be subject and subordinate to any conveyance and ground or underlying leases and the rights of the LESSOR under those leases and to all financing that may now or hereafter affect the leases or the School, and to all renewals, modifications, consolidations, replacements and extensions thereof. This provision shall be self -operative and no further instrument of subordination shall be necessary. However, in confirmation of this subordination, LESSEE shall execute, within thirty (30) calendar days of request, any certificate that LESSOR may request. XXXIII. FLORIDA PUBLIC RECORDS LAW; AUDITS AND INSPECTIONS & ACCESS TO RECORDS This Agreement shall be subject to Florida's Public Records Laws, Chapter 119, Florida Statutes. LESSEE and LESSOR understand the broad nature of these laws and both agree to comply with Florida's Public Records Laws and laws relating to records retention. LESSEE acknowledges and accepts the authority of the LESSOR to request and authorize audits, inspections, and reviews, including, but not limited to, the authority to access the LESSEE'S records, its legal representatives' and contractors' records and the obligation of the LESSEE to retain and to make those records available upon request, and in accordance with all applicable laws. LESSEE shall keep records to show its compliance with this Agreement. In addition, LESSEE'S contractors and subcontractors must make available, upon LESSOR'S request, any books, documents, papers, and records which are directly pertinent to this specific Agreement for the purpose of making audit, examination, excerpts, and transcriptions. LESSOR acknowledges and accepts the authority of the LESSEE to request and authorize audits, inspections, and reviews, including, but not limited to, the authority to access the LESSOR'S records, its employees, agents, legal representatives' and contractors' records, in relation to this Agreement, and the obligation of the LESSOR to retain and to make those Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 22 of 26 records available upon request, and in accordance with all applicable laws. LESSOR shall keep records to show its compliance with this Agreement. The LESSEE, its contractors and sub -contractors shall (a) retain all records for five (5) years after the completion of any work at the DEMISED PREMISES; and (b) the LESSEE shall retain records for five (5) years after the expiration, early termination or cancellation of this Agreement. The LESSEE shall incorporate this provision into every contract that it enters into relating to the DEMISED PREMISES. XXXIV. SIGNAGE LESSEE may erect, at its sole cost and expense, identification signage on the exterior of the School and within the DEMISED PREMISES, subject to the prior written approval of LESSOR, or its designee, and in conformance with all rules and regulations governing public Schools. Upon the termination, expiration or cancellation of this Agreement, LESSEE shall remove, at LESSEE'S expense, from the DEMISED PREMISES or School any signage erected by LESSEE, and restore the area to the same or better condition as existed prior to LESSEE'S installation of the signage. XXXV. USE OF SCHOOL AS A REVENUE GENERATOR LESSOR shall at all times retain the exclusive right to be the sole authorizer and recipient of revenue generators, in compliance with LESSOR'S Policies, relating to the School, including, without limitation, third party advertising, installation of wireless telecommunications facilities and/or other similar endeavors, provided such endeavors do not unreasonably interfere with LESSEE'S rights to peaceful enjoyment of the DEMISED PREMISES. XXXVI. REPRESENTATIONS LESSEE and LESSOR are both duly organized, validly existing, and in good standing under the laws of the State of Florida, and are both duly qualified to transact business in the State of Florida. LESSEE has full power to execute, deliver, and perform its obligations under this Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 23 of 26 Agreement. The execution and delivery of this Agreement, and the performance by LESSEE of its obligations under this Agreement, have been duly authorized by all necessary action of LESSEE, and do not contravene or conflict with any rules, regulations, policies, or laws governing LESSEE, or any other agreement binding on LESSEE. The individual(s) executing this Agreement on behalf of LESSEE has/have full authority to do so. LESSOR has full power to execute, deliver, and perform its obligations under this Agreement. The execution and delivery of this Agreement, and the performance by LESSOR of its obligations under this Agreement, have been duly authorized by all necessary action of LESSOR, and do not contravene or conflict with any rules, regulations, policies, or laws governing the LESSOR, or any other agreement binding on the LESSOR. The individual(s) executing this Agreement on behalf of LESSOR has/have full authority to do so. XXXVIII. MISCELLANEOUS PROVISIONS A. RECORDATION: This Agreement shall not be recorded by either Party. B. EMINENT DOMAIN: If the DEMISED PREMISES or any part of the School are taken in the exercise of the power of eminent domain, this Agreement shall terminate on the date title vests in the taking authority. Operating Expenses will be prorated to the date of termination. LESSEE may pursue all available remedies for the taking but will have no interest in the award made to the LESSOR. C. RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department. D. TIME IS OF THE ESSENCE: Time is of the essence in the performance of this Agreement. E. WAIVER OF TRIAL BY JURY: The Parties waive trial by jury in any action, proceeding or counterclaim brought by either party against the other with respect to any matter arising under this Agreement or LESSEE'S use or occupation of the DEMISED PREMISES. F. BROKERS: LESSEE represents that there are no brokers, salesmen or finders involved in the transaction contemplated by this Agreement. If any other claim for a brokerage Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 24 of 26 fee or commission in connection with this transaction is made by any broker, salesman or finder claiming to have dealt by, through or on behalf of LESSEE ("Indemnitor"), and in consideration of the mutual promises contained in this Agreement, Indemnitor shall indemnify, defend and hold harmless the LESSOR ("Indemnitee"), and Indemnitee's officers, directors, agents, and representatives, from and against any and all liabilities, damages, claims, costs, fees, and expenses whatsoever with respect to said claim for brokerage. The provisions of this Paragraph shall survive the expiration or earlier termination of this Agreement. G. PROMOTION: Other than activities undertaken to promote LESSEE'S program and those activities directly or indirectly related thereto, LESSEE shall not be permitted to use the DEMISED PREMISES or School for any type of promotion or advertising of any kind or nature whatsoever. H. USE APPROVALS: LESSEE shall be responsible for determining and securing, at its sole cost and expense, all federal, state, county, municipal and/or other permits, licenses, use approvals, occupational licenses, certificates, or approvals needed, if any, for the operation of LESSEE'S program at the DEMISED PREMISES, prior to commencement of the Agreement. I. COUNTERPARTS: This Agreement may be signed in any number of counterparts, each of which constitutes the Agreement of the Parties and each of which will be treated as an original. XXXIX. ENTIRE AGREEMENT This Agreement and all Exhibits attached hereto, as those Exhibits may be substituted from time to time as provided for herein, constitute the entire agreement between the Parties and supersedes all previous negotiations, and it may be modified only by an agreement in writing signed by LESSOR and LESSEE. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 25 of 26 IN WITNESS WHEREOF, the LESSOR and the LESSEE have caused this Agreement to be executed by their respective and duly authorized officers the day and year first written above. LESSEE: LESSOR: CITY OF MIAMI THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA By: By: Name: Daniel J. Alfonso Alberto M. Carvalho Title: City Manager Superintendent of Schools Date: Date: ATTEST: TO THE LESSOR: APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Todd B. Hannon, City Clerk School Board Attorney TO THE LESSEE: APPROVED AS TO RECOMMENDED: LEGAL FORM AND CORRECTNESS: Victoria Mendez, City Attorney APPROVED AS TO INSURANCE REQUIREMENTS: By: Ann -Marie Sharpe, Director Risk Management Department Jaime G. Torrens Chief Facilities Officer Lease Agreement/City of Miami/Lindsey Hopkins Technical College- DRAFT 4.15.15 Page 26 of 26 z 9 Exhibit "A" UJ El' C= p tawiwitu p N,W. 7TFI AVENUE 8 1 Lindsey Hopkins Technical Education Center r /0;05 Legend uomisod Promise (7,734 gross 6quaro foot loontod on the 4th floor of Building 6) Page 1 of 2 (e. Not to soole Exherr "A" cow.° LINDSEY HOPKINS TECHNICAL EDUCATION CENTER 750 NW 20 STREET MIAMI, FLORIDA Butiding,05 - Rooms E400, E402, E403, E404, E406, E406, E407, E413, E414, E416, E416 and E41'7, consisting of a total of 7,734 gross square feet. Pating_parage, — Three (3) reserved parking spaces, with locations as assigned by the Facility's principal, All other employees or visitors of LESSEE may park in the Facility's parking garage on a first -come, first -served basis. Page 2 of 2 EXHIBIT "B" ADDITIONAL DAYS DURING PERIOD OF JULY 1, 2015-JUNE 30, 2016 2014-15 Winter Recess December 21, 2015 December 22, 2015 December 23, 2015 December 24, 2015 December 28, 2015 December 29, 2015 December 30, 2015 December 31, 2015 January 1, 2016 2015 Spring Recess March 21, 2016 March 22, 2016 March 23, 2016 March 24, 2016 March 25, 2016