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8-16-12 Miami- Dade County Sub-Lease Agreement CM approvalAppendix D-2 Contract No. RFA14 SUB-LEASE AGREEMENT This SUB-LEASE AGREEMENT ("the "Sub-Lease Agreement") is made on the day of ______________, 2012, by and among the City of South Miami, a Florida Municipality, hereinafter referred to as the "LANDLORD," MIAMI-DADE COUNTY, a political subdivision of the State of Florida, herein sometimes designated or referred to as the "TENANT," and, Lliraff O., Inc. dba O'Farrill Learning Center hereinafter referred to as the "SUB-TENANT." WITNESSETH WHEREAS, the TENANT and the City of South Miami "LANDLORD" entered into a Lease Agreement authorized under Resolution No. approved February 1, 1983 (hereinafter referred to as the "Lease Agreement" and attached hereto as Exhibit "A") covering approximately 4,555 square feet of rentable space in the building located at 6125 S. W. 68th Street (the "Building"); and WHEREAS, TENANT desires to sublet to SUB-TENANT and SUB-TENANT desires to sublet from TENANT, approximately 4,555 square feet of the rentable space of the Building, pursuant to the terms and conditions described below; and WHEREAS, LANDLORD hereby consents to this SUB-LEASE AGREEMENT; NOW, THEREFORE, in consideration of the foregoing premises, the rents, and the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT The foregoing recitals and provisions are hereby adopted and incorporated herein and the Lease Agreement is hereby adopted by reference. TENANT hereby leases, and SUB-TENANT agrees to lease from TENANT, for the purpose of proving a Head Start Program in accordance with SUB-TENANT's Head Start contract with the County the Demised Premises, (the "Demised Premises") as more particularly described as follows: TO HAVE AND TO HOLD unto said SUB-TENANT for a term of one (1) year commencing on the date of execution and to run concurrent with effective date of Contract No. RFA14 through July 31, 2013. The TENANT, reserves the right to exercise the option to renew this SUB-LEASE for five one-year periods. Commencing on the “'Effective Date" and upon TENANT providing SUB-TENANT with keys to the Building, SUB-TENANT shall pay to TENANT• an annual base rental of One and 00/100 Dollars ($1.00) which is the Fixed Minimum Rent, payable in advance each year on the anniversary date of this SUB-LEASE AGREEMENT or any extension or renewal thereof, to the Board of County Commissioners, c/o Internal Service Department, Real Estate Management Section, 111 NW 1 Street, Suite 2460, Miami, FL 33128, or at such other place and to such other person as TENANT may from time to time designate in writing, as set forth herein. IT IS FURTHER MUTUALLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO: ARTICLE I USE OF DEMISED PREMISES The area of the Demised Premises shall be used by SUB-TENANT solely as a Head Start Program Childcare Center and for its administrative offices, where applicable, all in accordance with the SUB-TENANT'S approved application to provide Head Start services to the County. SUB-TENANT shall comply with the rules, regulations and procedures as such may exist and be changed during the term of this Sub-Lease Agreement. SUB-TENANT understands and agrees that SUB-TENANT shall not use the Demised Premises for any use inconsistent with the use set forth in this Article I. ARTICLE II COMPLIANCE WITH LEASE AGREEMENT Except as otherwise set forth herein, or expressly modified hereby, the Lease Agreement terms are incorporated herein by reference as fully as if the terms and provisions thereof were set forth herein. In no event shall TENANT be deemed to have assumed the responsibilities of the LANDLORD under the Lease Agreement except as specifically provided herein, nor shall TENANT be responsible for the compliance of the LANDLORD with the provisions of the Lease Agreement or the SUB-TENANT with this Sub-Lease Agreement. SUB-TENANT covenants it shall take no action or permit anything to be done which would constitute a default under, or cause a termination of the Lease Agreement, and SUB TENANT agrees to indemnify, defend and hold harmless the TENANT and the LANDLORD for any loss, cost, damage or expense incurred as a result of a breach of this covenant. LANDLORD stipulates that for the purpose of the Sub-Lease, SUB-TENANT shall be deemed in privity with the LANDLORD, with respect to any causes of action for breach by LANDLORD which gives rise to damages to SUB-TENANT. Likewise, SUB-TENANT stipulates that for the purpose of the Sub-Lease, SUB-TENANT shall be deemed in privity with the LANDLORD with respect to any causes of action for breach by SUB-TENANT which gives rise to damages to LANDLORD. ARTICLE III CONDITION OF DEMISED PREMISES SUB-TENANT hereby accepts the Demised Premises in the condition they are in at the beginning of this Sub-Lease Agreement. Neither LANDLORD nor TENANT shall have anyno obligation to make any improvement to, or alteration of, the Demised Premises or to provide SUB-TENANT with any allowance therefore. LANDLORD shall not have any obligation for repair to the premises other than for those obligations, if any, that are set forth in the Lease Agreement between the TENANT and the LANDLORD. ARTICLE IV UTILITIES TENANT, during the term of this Sub-Lease Agreement and extension thereof, shall pay for all charges for water and electricity used by SUB-TENANT. SUB-TENANT shall be responsible for janitorial and custodial services, trash disposal, dumpster, cable TV, telephone and data equipment and any other applicable utility. Nothing contained herein shall release the TENANT from any obligation to the LANDLORD as set forth in the Lease Agreement. ARTICLE V ALTERATIONS BY SUB-TENANT SUB-TENANT may not make any alterations, additions, or improvements in or to the Demised Premises without the written consent of TENANT and LANDLORD. Any such SUB-TENANT installed improvements, fixtures and finishes in the Demised Premises are at the SUB-TENANT' s sole cost. TENANT and/or LANDLORD shall have the right to require SUB-TENANT to remove at the expiration of the Sub-Lease Agreement all additions, fixtures or improvements installed by SUB-TENANT and to return the premises to the condition as it existed at the beginning of the Sub-Lease. To the extent that such items are not removed upon the expiration of the Sub-Lease Agreement, any and all fixtures, improvements, and moveable partitions remaining in the Demised Premises shall be deemed abandoned and may be disposed of as deemed appropriate by TENANT and/or LANDORD. In case of damage arising from such removal, all damaged areas shall be repaired and brought back to the original condition at SUBTENANT's expense. Nothing contained herein shall relieve the TENANT from its obligations under the terms of the Lease Agreement. ARTICLE VI MAINTENANCE SUB-TENANT, during the term of this Sub-Lease Agreement, shall assume the responsibilities of TENANT as specified in Article II "MAINTENANCE" of the Lease Agreement, attached hereto as Exhibit "A". However, nothing contained herein shall relieve the TENANT from its obligations under the terms of the Lease Agreement. ARTICLE VII NO LIABILITY FOR PERSONAL PROPERTY All personal property placed or moved in the Demised Premises above described shall be at the risk of SUB-TENANT or the owner thereof. TENANT shall not be liable to SUB-TENANT for any damage to said personal property unless caused by or due to the sole negligence of TENANT, TENANT's agents or employees, subject to all limitations of Florida Statutes, Section 768.28. LANDLORD shall not be liable to SUB-TENANT for any damage to said personal property unless caused by or due to the sole negligence of LANDLORD or its agents or employees, subject to all limitations of Florida Statutes, Section 768.28. ARTICLE VIII SIGNS Signs will be of the design and form of letter to be first approved by TENANT and LANDLORD and they shall comply with the applicable City of South Miami code of ordinances, the cost of painting to be paid by SUB-TENANT. All signs shall be removed by SUB-TENANT at termination of this Sub-Lease Agreement and any damage or unsightly condition caused to Demised Premises because of or due to said signs shall be satisfactorily corrected or repaired by SUB-TENANT. ARTICLE IX TENANT'S RIGHT OF ENTRY TENANT and LANDLORD or any of their its agents or employees shall have the right to enter said Demised Premises during all reasonable working hours upon the giving of 24 hours' prior written notice (unless an emergency exists) to examine the same or to make such repairs, additions, or alterations as may be deemed necessary for the safety, comfort, or preservation thereof Said right of entry shall likewise exist for the purpose of removing placards, signs, fixtures, alterations, or additions which do not conform to this Sub-Lease Agreement or the Lease Agrement. Except in the case of any emergency, when entering the Demised Premises TENANT or LANDLORD, as the case may be, shall be accompanied by a representative of SUB-TENANT (which SUB-TENANT shall timely provide). ARTICLE X SURRENDER OF PREMISES SUB-TENANT agrees to surrender to TENANT and to LANDLORD, at the end of the term of this Sub-Lease Agreement or any extension thereof, said Demised Premises in as good condition as said Demised Premises were at the beginning of the term of this Sub-Lease Agreement, ordinary wear and tear and damage by fire and windstorm or other acts of God excepted. ARTICLE XI INDEMNIFICATION AND HOLD HARMLESS SUB-TENANT shall indemnify and hold harmless the 'TENANT and LANDLORD as well as their its officers, employees, agents and instrumentalities from any and all liability, losses, or damages, including reasonable attorney fees and costs of defense, which the TENANT and LANDLORD, or itstheir officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of the Sub-Lease Agreement by the SUB-TENANT or its employees, agents, servants, partners, principals or subcontractors. SUB-TENANT shall pay all claims and losses in connection therewith, and shall investigate and defend all claims, suits, or actions of any kind or nature in the name of the TENANT and/or LANDLORD, where applicable, including appellate proceedings, and shall pay all costs, judgments, and reasonable attorney's fees which may issue thereon. SUB-TENANT expressly understands and agrees that any insurance protection required by this Sub-Lease Agreement or otherwise provided by SUB-TENANT shall in no way limit the responsibility to indemnify, keep and save harmless and defend the TENANT and LANDLORD or their its officers, employees, agents and instrumentalities as herein provided. The provisions of this section shall survive the termination or expiration of this Sub-Lease Agreement. ARTICLE XII LIABILITY FOR DAMAGE OR INJURY TENANT shall not be liable for any damage or injury which may be sustained by any party or person on the Demised Premises other than the damage or injury caused solely by the negligence of TENANT, its officers, employees, agents, invitees, clients or instrumentalities, subject to all limitations of Florida Statutes, Section 768.28. LANDLORD shall not be liable for any damage or injury which may be sustained by any party or person on the Demised Premises other than the damage or injury caused solely by the negligence of LANDLORD, its officers, employees, agents, invitees, clients or instrumentalities, subject to all limitations of Florida Statutes, Section 768.28. ARTICLE XIII CANCELLATION CANCELLATION BY TENANT: The occurrence of any of the following shall cause this Sub-Lease Agreement to be terminated by the TENANT upon the terms and conditions also set forth below: A. Automatic Termination: Institution of proceedings in voluntary bankruptcy by the SUB-TENANT. Institution of proceedings in involuntary bankruptcy against the SUB-TENANT if such proceedings continue for a period of ninety (90) days. Assignment by SUB-TENANT for the benefit of creditors. Termination of the Lease Agreement by either the LANDLORD or the TENANT pursuant to the terms of such Lease Agreement. B. Termination after ten (10) days written notice by the TENANT by certified or registered mail to SUB-TENANT for doing any of the following: Non-payment of any sum or sums due hereunder after the due date for such payments; provided, however, that such termination shall not be effective if SUB-TENANT makes the required payment(s) during the ten (10) calendar day period following mailing of the written notice. Notice of any condition posing a threat to health or safety of the public or patrons and not remedied within the ten (10) day period from receipt of written notice. Use of the Demised Premises for any purpose other than specifically allowed in Article I of this SUB-LEASE AGREEMENT. C. Termination after fourteen (14) days from receipt by SUB-TENANT of written notice by certified or registered mail to the address of the SUB-TENANT as set forth below: (1) Non-performance of any covenant of this Sub-Lease Agreement other than non-payment of rent and others listed in A and B above, and failure of the SUB-TENANT to remedy such breach within the thirty (30) day period from receipt of the written notice. A final determination in a court of law in favor of the TENANT in litigation instituted by the SUB-TENANT against the TENANT or brought by the TENANT against SUB-TENANT. TENANT through its County Mayor or the County Mayor's designee, shall have the right to cancel this Sub-Lease Agreement or any portion thereof, at any time by giving the SUBTENANT at least sixty (60) days written notice prior to its effective date. ARTICLE XV OPTION TO RENEW Provided this Sub-Lease Agreement is not otherwise in default, TENANT is hereby granted the option to renew this SUB-LEASE AGREEMENT for up to five successive one (1) year renewal option periods, if such an option is available under the terms of the Lease Agreement, for the renewal option period and the rates set forth in the Lease Agreement, and for so long as the SUB-TENANT continues to operate a Head Start Program Childcare Center in the Demised Premises by giving LANDLORD written notice at least sixty (60) days prior to the expiration of the SUB-LEASE or any extension thereof. The TENANT also reserves the right to exercise, following the end of the previously described renewal periods, the option to extend this SUB-LEASE AGREEMENT by mutual agreement between the TENANT and the SUB-TENANT, contingent upon approval by the Board of County Commissioners. ARTICLE XVI NOTICES It is understood and agreed between the parties hereto that written notice addressed and sent by certified or registered mail, return receipt requested, first class, postage prepaid and addressed as follows: LANDLORD: with Copy to: City Manager . City Attorney 6130 Sunset Drive 6130 Sunset Drive South Miami, Florida 33143 South Miami, Florida 33143 TENANT: Miami-Dade County Internal Services Department Real Estate Development Division 111 N.W. 1st Street, Suite 2460 Miami, Florida 33128-1907 Attn: Real Estate Manager with Copy to: Miami-Dade County Community Action and Human Services Dept. 701 N.W. 15t Court, 9th FL Miami, Florida 33136 Attn: Head Start/Early Head Start Program Director   SUB-TENANT: Lliraff 0, Inc. dba O'Farrill Learning Center 6741 S. W. 24th Street, Suite 31 Miami, FL 33155 Attn: Sonia O'Farrill, Executive Director    Notices provided herein in this paragraph shall constitute sufficient notice to SUB-TENANT to comply with the terms of this Sub-Lease Agreement. Notices provided herein in this paragraph shall include all notices required in this Sub-Lease Agreement or required by law. ARTICLE XVII INSURANCE Prior to occupancy, SUB-TENANT shall furnish to the Real Estate Management Section of Miami-Dade County, c/o Internal Services Department, 111 N.W. First Street, Suite 2460, Miami, Florida 33128-1907, and to the LANDLORD certificate(s) of insurance which indicate(s) that insurance coverage has been obtained which meets the requirements as outlined below: Commercial General Liability Insurance in an amount not less than $1,000,000 combined single limit per occurrence for bodily injury and property damage. MIAMI-DADE COUNTY must be shown as an additional insured with respect to this coverage. Automobile Liability Insurance, covering all owned, non-owned, and hired vehicles used in connection with the Sub-Lease Agreement in an amount not less than $500,000 combined single limit for bodily injury and property damage. Workman's Compensation Insurance as required by Chapter 440, Florida Statues. The insurance coverage required shall include those classifications as listed in Standard Liability Insurance Manuals which most nearly reflect the operations of SUB-TENANT under this Sub-Lease Agreement. Student Accident Insurance as required under 45 CFR, Part 1301.11. Coverage will be provided with a minimum limit of $2,000 per child. The insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications as to management and financial strength: The Company must be rated no less than "B" as to management, and no less than "Class V" as to financial strength, by the latest edition (1986 or later) of Best's Insurance Guide, published by A. M. Best Company, Oldwick, New Jersey, or its equivalent subject to the approval of the County Risk Management Division. Or The Company must hold a valid Florida Certificate of Authority as shown in the latest "List of All Insurance Companies Authorized or Approved to Do Business in Florida", issued by the State of Florida Department of Insurance and must be members of the Florida Guaranty Fund. Certificates will indicate that no modification or change in insurance shall be made without thirty (30) days' written advance notice to the certificate holder. Compliance with the foregoing requirements shall not relieve SUB-TENANT of its liability and obligations under this Section or under the Indemnification and Hold Harmless Article, or any other portion of this Sub-Lease Agreement. SUB-TENANT shall be responsible for assuring that the insurance certificates required in conjunction with this section remain in full force for the duration of this Sub-Lease Agreement. If insurance certificates are scheduled to expire during the term of the Sub-Lease Agreement, SUBTENANT shall be responsible for submitting new or renewed insurance certificates to the TENANT at a minimum of thirty (30) days in advance of such expiration. Nothing contained herein shall relieve the TENANT from its obligations under the terms of the Lease Agreement. The LANDLORD must be named as additional “named” insured for all policies, except Workers’ Compensation, and reflect the indemnification and hold harmless provision contained herein The certificate shall provide for 30 days advance written notice to the LANDLORD of any policy modification or cancellation, including cancellation for non-payment of premiums. The policies shall contain waiver of subrogation against LANDLORD where applicable, shall expressly provide that such policy or policies are primary over any other collective insurance that LANDLORD may have. The LANDLORD reserves the right at any time to request a copy of the required policies for review. All policies shall contain a “severability of interest” or “cross liability” clause without obligation for premium payment of the LANDLORD. Compliance with the foregoing requirements shall not relieve the CONSULTANT of his liability and obligations under this Section or under any other portion of this Agreement. ARTICLE XVIII PERMITS , REGULATIONS AND SPECIAL ASSESSMENTS SUB-TENANT covenants and agrees that during the term of this Sub-Lease Agreement SUBTENANT will obtain any and all necessary permits and approvals and that all uses of the Demised Premises will be in conformance with all applicable laws, including all applicable zoning regulations. ARTICLE XVIX DEFAULT OF SUB-TENANT If SUB-TENANT shall violate or fail to perform any of the conditions, covenants, or agreements herein made by SUB-TENANT, including without limitation, SUB-TENANT' s obligation to use the Demised Premises solely for the permitted use described in Article I above, and if such violation or failure continues for a period of thirty (30) days after written notice thereof to SUB-TENANT by TENANT, except for failure to pay rent, which shall have a ten (10) day period for cure after written notice thereof to SUB-TENANT by TENANT, then TENANT may proceed with any remedy available at law or in equity in the State of Florida or by such other proceedings, including without limitation, terminating this Sub-Lease Agreement or reentry and recovering possession, as may be applicable. All rights and remedies of TENANT under this Sub-Lease Agreement shall be cumulative and shall not be exclusive of any other rights and remedies provided to TENANT under applicable law. ARTICLE XX COUNTY AND CITY AS SOVEREIGN It is expressly understood that notwithstanding any provision of the Sub-Lease Agreement and the LANDLORD and TENANT's status thereunder, TENANT and LANDLORD shall not be liable in any manner, whatsoever, to any other party or person for the exercise of its governmental authority, regulatory powers and/or police powers. The parties agree that: TENANT and LANDLORD retains all of their its sovereign prerogatives and rights as a county under Florida laws and shall in no way be estopped or otherwise prevented from withholding or refusing to issue any approvals of applications, or be liable for the same; and TENANT and LANDLORD shall not by virtue of the Sub-Lease Agreement be obligated to grant SUBTENANT any approvals of applications for building, zoning, planning or development under present or future laws and ordinances of whatever nature. ARTICLE XXI ASSIGNMENTS AND SUBLEASES SUB-TENAN T shall not assign the Sub-Lease Agreement or sub-sublet the Demised Premises, or grant any other right of occupancy for any portion of the Demised Premises. This Sub-Lease Agreement shall not be assigned by operation of law. Any attempt to sell, assign or sublet shall be deemed a default by SUB-TENANT. ARTICLE XXII ADDITIONAL PROVISIONS 1. Construction, Mechanic's, Materialmen's and Other Liens SUB-TENANT shall not perform any construction work in the Demised Premises without the express written approval of TENANT and LANDLORD. SUB-TENANT agrees that it will not permit any construction, mechanic's or materialmen's or other liens to stand against the Demised Premises for work or materials furnished to SUB-TENANT; it being provided, however, that SUB-TENANT shall have the right to contest the validity thereof. SUB-TENANT shall immediately pay any judgment or decree rendered against SUBTENANT, with all proper costs and charges, and shall cause any such lien to be released off record without cost to TENANT or LANDLORD. 2. Non-Discrimination The Board of County Commissioners declared and established as a matter of policy, by Resolution No. 9601 dated March 24, 1964, that there shall be no discrimination based on race, color, creed, or national origin and Resolution No. 85-92 dated January 21, 1992, that there shall be no discrimination on the basis of disability in connection with any County property or facilities operated or maintained under the Sub-Lease Agreement, any license, or other agreement from MIAMI-DADE COUNTY, CITY OF SOUTH MIAMI, or their its agencies. SUB-TENANT agrees to comply with the intention of Resolution No. 9601 dated March 24, 1964 and Resolution No. 85-92 dated January 21, 1992, involving the use, operation, and maintenance of the property and facilities included in this Sub-Lease Agreement. ARTICLE XXIII CONFLICTS The terms and conditions of thethis Sub-Lease Agreement shall take precedence in any conflict between the terms and conditions hereof and the terms and conditions of the Sub-Lease Agreement. The Sub-Lease Agreement is subject to the terms and conditions of the Lease Agreement, and this Sub-Lease Agreement shall automatically terminate upon the termination, cancellation or expiration of the Lease Agreement. Anything contained in this Sub-Lease Agreement to the contrary notwithstanding, TENANT shall not be deemed to have unreasonably withheld, conditioned, or delayed consent or approval, when required to be given, if LANDLORD shall have withheld, conditioned, or delayed its consent or approval in any instance in which consent or approval is required. TENANT represents that the Lease Agreement attached hereto as Exhibit A is true, correct and complete and TENANT shall not amend the Lease Agreement if such amendment would adversely affect any of SUB-TENANT's rights or obligations hereunder. TENANT shall provide SUB-TENANT with a copy of any amendment to the Lease Agreement immediately after its execution. ARTICLE XXIV GOVERNING LAW This Sub-Lease Agreement, including any exhibits or amendments, if any, and all matters relating thereto (whether in contract, statute, tort or otherwise) shall be governed by and construed in accordance with the laws of the State of Florida and the venue for any disputes shall be in Miami-Dade County. ARTICLE XXV WRITTEN AGREEMENT This Sub-Lease Agreement contains the entire agreement between the parties hereto as to this Sub-Lease and all previous negotiations leading thereto, and it may be modified only by a written amendment executed and delivered by LANDLORD, TENANT and SUB-TENANT. Nothing contained in this Sub-Lease shall be construed in any manner as release of the TENANT’s obligation pursuant to the terms, conditions and provisions of the Lease Agreement.