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HomeMy WebLinkAboutExhibitLEASE AGREEMENT THIS LEASE AGREEMENT ("Agreement"), made and entered into this day of , 2018, 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 a Lease Agreement dated March 7, 2012 ("2012 Agreement"), for LESSEE'S use of approximately 7,734 square feet of space at Lindsey Hopkins Technical College to operate a Workforce Development Center, which 2013 Agreement expired on June 30, 2015; and WHEREAS, LESSOR and LESSEE entered into a subsequent Lease Agreement dated July 1, 2015 ("Existing Agreement"), for LESSEE'S use of approximately 7,734 square feet of space at Lindsey Hopkins Technical College to operate a Workforce Development Center; and WHEREAS, the Existing Agreement expires on June 30, 2018; 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 , 2018;; and WHEREAS, The City of Miami Commission has authorized this Agreement in accordance with Resolution No. , at its meeting of , 2018. NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars Lease Agreement/City of Miami/Lindsey Hopkins Technical College-- FINAL 05.07.18 Page 1 of30 ($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: 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"). In addition and in conformance with Article XXXI, LESSEE 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 be assigned 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. LESSEE may, from time to time, request an expansion of or decrease to its area of occupancy within the School as required for LESSEE'S operations. In such event, LESSEE shall notify LESSOR in writing pursuant to Article XXVIII hereof, of the requested additional or reduced area LESSEE proposes to use and occupy, at least ninety (90) days prior to the effective date of such proposed modification, for review and consideration by the Superintendent of Schools ('Superintendent"), and subject to approval by The School Board of Miami -Dade County, Florida ("School Board"), in its sole discretion and in compliance with all applicable laws, including, without limitation, Section 1013.15(1), Florida Statutes. In the event the request for modification of the DEMISED PREMISES is approved by the School Board, the Parties agree that any changes to the DEMISED PREMISES shall be accomplished through an amendment to this Agreement, in conformance with the provisions of Article XXII. Subsequent to such an Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 2 of 30 amendment, Exhibit "A" shall be modified, and such modified Exhibit "A" shall thenceforth remain in effect until such time as it may be further amended. LESSEE agrees and acknowledges that its use of additional or reduced space in the School shall be under the same terms and conditions of this Agreement, and the amount of Operating Expenses (as defined in Article IV below) by LESSEE shall be adjusted to reflect the amount of square footage being occupied, effective the date of said occupancy, as amended. The Parties agree and acknowledge that each time the area occupied by LESSEE is adjusted, as provided for in this Article, the definition of DEMISED PREMISES shall automatically include the expanded or reduced premises. III. TERM This Agreement shall be effective upon the date on which the last of the Parties initials or executes this Agreement ("Effective Date"). The initial term of this Agreement shall be for a period of two (2) years commencing July 1, 2018 ("Commencement Date"), and ending at 11:59pm on June 30, 2020, 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 on July 1st of each year thereafter throughout the Term of this Agreement. Additional Days. LESSEE may, on an annual basis, request use of the DEMISED PREMISES during periods when the School would otherwise be closed. Prior to the start of the Initial Term and on July 15` of each subsequent year throughout the Term of this Agreement, LESSEE shall provide LESSOR or its designee with a written list of the days LESSEE is seeking use of the DEMISED PREMISES during periods when the School would otherwise be closed, as established annually in the LESSOR'S official Elementary and Secondary School calendar ("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 Additional 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 Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07,18 Page 3 of 30 Agreement as Exhibit "B" and made a part hereof. The Parties acknowledge and agree that for the period commencing on the Commencement Date of the Agreement and ending on June 30, 2019 ("Initial Payment Term"), LESSEE anticipates that the Additional Days shall be those days enumerated in Exhibit "B" attached hereto and made a part hereof. On an annual basis or as otherwise required, Exhibit "B" shall be amended, and such amended Exhibit "B" shall thenceforth remain in effect until such time as it may be further amended. 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 Payment Term shall be based on fiscal year 2017-2018 expenses. However, since the actual costs incurred in fiscal year 2017-2018 may not be available until after the Commencement Date, the amount of Operating Expenses for the Initial Payment Term shall be based on fiscal year 2016-2017 expenses, in the total amount of $1,808.97 per day ("Daily Rate") (i.e., $587.59 per day for custodial and security services and $1,221.38 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 Payment Term shall be $ annually $1,808.97 x Additional Days = $ annually), payable by LESSEE to LESSOR in one lump sum within thirty (30) days from the Commencement Date of this Agreement. The Operating Expenses payment for each subsequent year after the Initial Payment Term shall be paid in one lump sum within thirty (30) days from issuance by LESSOR of the Operating Expenses Reconciliation Statement for the preceding one year period. Should the number of Additional Days increase or decrease from the estimated number during the Initial Payment Term or any subsequent period, the Operating Expenses amount shall be adjusted accordingly, with payment due as enumerated above. Adjustments. On an annual basis, LESSOR shall evaluate Operating Expenses actually incurred by LESSOR during the preceding one-year period, and use said evaluation to establish Operating Expenses for each subsequent one-year period. Where an evaluation reveals that LESSOR'S actual Operating Expenses were in excess of the Operating Expenses paid by LESSEE ("Operating Excess"), LESSEE shall pay to 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 percent (5%) shall be accompanied by a statement reasonably detailing the Operating Excess. In the event of an overpayment by LESSEE, LESSOR shall Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 4 of 30 forward a credit statement for the amount of overpayment to LESSEE, and the amount of LESSEE'S next payment of Operating Expenses shall be reduced by the amount of the credit statement. 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 payment of Operating Expenses, or if no 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. 2"d Avenue, Room 525 Miami, Florida 33132 V. USE OF DEMISED PREMISES The DEMISED PREMISES as identified in Exhibit "A" 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, or staffed with other than employees of LESSEE, 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, subject to all easements, covenants and other encumbrances of record. 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 and agrees that the LESSOR has made no representations whatsoever regarding the School or the DEMISED PREMISES, including with respect to its Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 5 of 30 environmental condition. LESSEE 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. In the same fashion, LESSEE shall accept any additional or ancillary space and/or parking spaces it may occupy within the School throughout the term of this Agreement in the condition it is in at the time of such occupancy. The provisions of this Paragraph shall survive the expiration or the earlier termination or cancellation of this Ag ree ment. 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 LESSEES 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 dosed, 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. Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 6 of 30 VI. IMPROVEMENTS TO THE DEMISED PREMISES The LESSEE may, with prior notice to and approval of the LESSOR, or its designee, such approval to be issued at the sole discretion of the LESSOR or its designee, and in accordance with Article XXXI hereof, construct interior improvements within the DEMISED PREMISES, at LESSEE'S sole cost and expense (all such improvements are collectively referred to herein as the "Work"). Prior to commencement of construction of any Work by the LESSEE or its contractors within the DEMISED PREMISES, the LESSSEE shall submit plans and specifications, as required by the LESSOR, for review and approval, 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, 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, and the LESSOR shall be named as Third Party Beneficiary Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 7 of 30 thereof. 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 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 LESSOR'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 not part of the DEMISED PREMISES, except as otherwise provided for in this Agreement or as authorized in writing by the LESSOR, or its designee, in its sole discretion and on an as -needed basis. The Work shall conform at all times to the safety criteria established with and approved by the LESSOR, or its designee, and shall neither unreasonably disrupt or interfere with the Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 8 of 30 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 or barricades and any other necessary means, and coordinate on an ongoing basis with the School Administrator and assigned District Project Manager to ensure 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 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 Qualified Contractor(s) to provide the LESSOR with insurance certificates evidencing insurance coverage and limits meeting, at a minimum, the following requirements: (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 Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 9 of 30 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 conducting any construction related activities and constructing the Work throughout the term of this Agreement. Pursuant with the limitations of Section 768.28, Florida Statutes, 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 the DEMISED PREMISES or School. In addition, LESSEE shall cause each and every of its Qualified Contractors and subcontractors performing work at the DEMISED PREMISES ("Lessee's Contractor") to further covenant and agree, at Lessee Contractor's own expense, and upon 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's 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's Contractors. 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 Lease Agreement/City of Miami/Lindsey Hopkins Technical College— FINAL 05.07.18 Page 10 of 30 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 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 PREMESIS or School 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 Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 11 of 30 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 Lessee's Contractors from its contractual obligations or make final payment to Lessee's Contractor until the LESSOR'S designee attests to the satisfactory completion of the Work. In addition, the LESSEE agrees that the LESSEE or the Lessee's Contractors shall restore the DEMISED PREMISES to a condition that is safe and usable, including without limitation, the removal and/or disposal of equipment, materials, personal property, debris and/or trash, all at the sole cost and expense of the LESSEE. The LESSEE shall provide to the LESSOR all as -built drawings, Warranties, test data, and any other documents related to the Work, and will provide proof of closure of any and all permits related to the Work, without demand and at no cost to the LESSOR. 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 LESSEES sole cost and expense, to the same or better condition existing prior to the Commencement Date of this Agreement. 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 2012 Agreement and/or 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 2012 Agreement and/or 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 Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 12 of 30 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 evidence of self-insurance routinely issued by LESSEE's risk manager as LESSEE is a self -insured Florida municipal corporation. The evidence 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 evidence of self-insurance, as applicable, prior to the expiration thereof. IX. SECURITY 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 X 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, F.S., as it Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 13 of 30 may be amended from time to time, 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, F.S., as it may be amended from time to time, 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 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. XI I. 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 loss 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. Lease Agreement/City of Miami/Lindsey Hopkins Technical College FINAL 05.07.18 Page 14of30 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, and in such event the LESSOR'S liability shall be subject to the limitations of Section 768.28, Florida Statutes. LESSOR shall not be responsible or liable for any loss of business, consequential damages or any other damages arising from acts of God. The provisions of this Article shall survive the expiration, or early termination or cancellation of this Agreement. 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 material breach under this Agreement, and may result, at LESSOR'S sole option, in the termination of this Agreement, as outlined in Article XVII of this Agreement. XV. EXTENSION OF TERM The term of this Agreement may be extended for one (1) additional term of one (1) year at the sole option of the LESSOR, 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. The Parties acknowledge and agree that extension of the term shall be accomplished through the execution by the Parties of an amendment to this Agreement. 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 Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 15 of 30 at least ninety (90) days prior to the effective date of said cancellation. Other than the payment of any rent, Operating Excess 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 LESSEES 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 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 Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 16 of 30 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 the collection and payment of any taxes, fees, operating permits, licenses, or other assessments, if any, including but not limited to sales tax and ad valorem tax, all licenses, permits or other taxes, which may be imposed on the DEMISED PREMISES or the School, 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 with the provisions of this Article XX 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, 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 the 2012 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 and the 2012 Agreement, LESSEE agrees to convey title to the improvements to LESSOR, without compensation due LESSEE. Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 17 of 30 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 LESSEES personal property not removed within ten (10) days after expiration, termination, or cancellation of this Agreement shall be considered abandoned. XXII. AMENDMENTS In addition to the requirements set forth elsewhere in this Agreement, 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 in compliance with all applicable laws, including, without limitation, Section 1013.15(1), F.S. 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 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 Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 18 of 30 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 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 Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 19 of 30 Fax: 305-995-4760 E-mail: arijo(Qdadeschools.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.Harveydadeschools.net and ACraftdadeschools.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 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 hislher designee shall be the party designated by the LESSOR to grant or deny any approvals under this Agreement dealing with the Additional Days requested by the LESSEE and any other operational issues. D. In addition to the above, the Superintendent of Schools shall be the party designated by the LESSOR to execute any amendments to the Agreement within the authority granted to the Superintendent by the School Board, and to grant or deny any approvals under Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 20 of 30 this Agreement, including, authorizing construction within the DEMISED PREMISES, placing LESSEE in default and canceling or terminating the Agreement as provided herein. E. 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 with thirty (30) days advance 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 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 or School site as a result of LESSEE'S actions shall be repaired by LESSEE at LESSEE'S sole cost and expense. In that event, LESSEE shall cause the damaged/destroyed facilities to be repaired or replaced, and 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 Lease Agreement/City of Miami/Lindsey Hopkins Technical College— FINAL 05.07.18 Page 21 of 30 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 LESSOR may, at its sole option, place the LESSEE in default. 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, 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 Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 22 of 30 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 Article XXX 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 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. XXXI1. SUBORDINATION This Agreement is and shall be subject and subordinate to any conveyance and ground Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05,07.18 Page 23 of 30 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. The LESSEE understands the broad nature of these laws and agrees to comply with Florida's Public Records Laws and laws relating to records retention. The LESSEE shall keep and maintain public records required by the LESSOR to perform the service. The LESSEE shall keep records to show its compliance with this Agreement. The LESSEE'S contractors and subcontractors must make available, upon request of the LESSOR, a Federal grantor agency, the Comptroller General of the United States, or any of their duly authorized representatives, any books, documents, papers, and records of the LESSEE or its assigns, contractors or subcontractors which are directly pertinent to this specific Agreement for the purpose of making audit, examination, excerpts, and transcriptions. Upon request from the LESSOR'S custodian of public records, the LESSEE shall provide the LESSOR 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 this chapter or as otherwise provided by law. The LESSEE shall 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 term of this Agreement and following the expiration or early termination or cancellation of this Agreement if the LESSEE does not transfer the records to the LESSOR. The LESSEE, its assigns, contractors and sub -contractors shall retain all records for five (5) years after final payment is made or received and all pending matters are completed pursuant to Title 34, Sections 80.36(b)(1). The LESSEE, upon completion of the Agreement, shall transfer, at no cost to the LESSOR, all public records in possession of the LESSEE or keep and maintain public records required by the LESSOR to perform the service. If the LESSEE transfers all public records to the LESSOR upon completion of the Agreement, the LESSEE shall destroy any duplicate public Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07,18 Page 24of30 records that are exempt or confidential and exempt from public records disclosure requirements. If the LESSEE keeps and maintains public records upon completion of the Agreement, the LESSEE shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the LESSOR, upon request from the LESSOR'S custodian of public records, in a format that is compatible with the information technology systems of the LESSOR. The LESSEE shall incorporate this provision into every contract that it enters into relating to the DEMISED PREMISES . IF THE LESSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE PROVIDER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 305-995-1128, prr(adadeschools.net, and 1450 NE 2 Avenue, Miami, Florida 33132. xxxlV. 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. Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 25 of 30 LESSEE has full power to execute, deliver, and perform its obligations under this 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. XXXVI I. INTELLECTUAL PROPERTY RIGHTS This provision is intentionally deleted. XXXVI li. 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 Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 26 of 30 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 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 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 executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute but one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one Agreement. J. TAX-EXEMPT STATUS: In addition to the provisions of Article XX of this Agreement, the LESSEE acknowledges and agrees that in the event the tax-exempt status of the DEMISED PREMISES or School is rescinded or is at risk of being rescinded by Miami - Dade County or other appropriate jurisdictional governmental entity as a result of the use, occupancy or lease of same by the LESSEE or other third party, such rescission or potential rescission (as may be evidenced by a Notice of Proposed Property Taxes or Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 27 of 30 any other official notice of any tax imposed by County, State or any other jurisdictional entity) shall constitute a material breach under this Agreement, and may result, at the LESSOR'S sole option, in the termination of this Agreement for cause, as outlined in Article XVII of this Agreement. Payment of any taxes so imposed shall be remitted to the LESSOR within ten (10) days of receipt of notice, without demand. K. SOVEREIGN IMMUNITY: No provision contained in this Agreement shall be deemed a waiver of the LESSOR'S or LESSEE'S sovereign immunity. 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- FINAL 05.07.18 Page 28 of 30 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. WITNESSES AS TO LESSOR: LESSOR: THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA Print Name: By: Alberto M. Carvalho Superintendent of Schools Print Name: Date: TO THE LESSOR: APPROVED AS TO RISK RECOMMENDED: MANAGEMENT ISSUES: Office of Risk and Benefits Management Date: Jaime G. Torrens Chief Facilities Officer Date: TO THE LESSOR: APPROVED AS TO THE LESSOR: APPROVED AS TO TREASURY MANAGEMENT ISSUES: FORM AND LEGAL SUFFICIENCY: Office of Treasury Management School Board Attorney Date: Date: Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 29 of 30 WITNESSES AS TO LESSEE: Print Name: Print Name: LESSEE: CITY OF MIAMI By: Name: Emilio T. Gonzalez, Ph.D. Title: City Manager Date: ATTEST: Todd B. Hannon, City Clerk TO THE LESSEE: APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria MAndez, City Attorney APPROVED AS TO INSURANCE REQUIREMENTS: By: Ann -Marie Sharpe, Director Risk Management Department Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Page 30 of 30 EXHIBIT "A" TO LEASE AGREEMENT DEMISED PREMISES [consisting of 3 pages, including this title page] Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18 Exhibit "A" 132:11S H16 Lindsey Hopkins Technical College w r 0 ra r 2 (A m r 2 0 w r- 0 0 ± LI I COCO O o J 4 / 7_,..) N.W. 7TH AVENUE 133131S H±OZ' Legend Demised Premises (7,734 gross square feet located on the 4th floor of Building 5) Not to scale Page 1 of 2 EXHIBIT "A" (Continued) LINDSEY HOPKINS TECHNICAL COLLEGE 750 N.W. 20 STREET MIAMI, FLORIDA 33127 DEMISED PREMISES LIST OF ROOMS: Building 05 (4th Floor): Rooms E400, E402, E403, E404, E405, E406, E407, E413, E414, E415, E416 and E417 OTHER: In accordance with Article II of the Agreement, In addition, the LESSEE shall have use of three (3) reserved parking spaces within the School's parking garage at locations to be assigned 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. Total square footage: 7,734 Page 2 of 2 EXHIBIT "B" TO LEASE AGREEMENT ADDITIONAL DAYS [consisting of 2 pages, including this title page] [to be attached upon completion] Lease Agreement/City of Miami/Lindsey Hopkins Technical College- FINAL 05.07.18