22-Agreement, Exhibit H - Sublease Agreement, GEN2130273P1.pdf

SUBLEASE AGREEMENT WITH ______________________

This Sublease Agreement (“Sublease Agreement”) by and between Broward County, a political subdivision of the State of Florida (“County”), and ___________________________, a _____________________ authorized to transact business in Florida (“Subtenant”), is effective as of the date it is fully executed by the Parties (“Effective Date”). County and Subtenant are hereinafter collectively referred to as the “Parties,” and individually referred to as a “Party.”

RECITALS

A. On June 15, 2022, County and 1600 NE 7TH AVENUE, LLC (“Master Landlord”) entered into a lease agreement (“Master Lease”) for the Property (as defined in the Master Lease). The Master Lease is attached hereto as Exhibit A.

B. On ________, the Parties entered into an agreement for ______________________________ at the Fort Lauderdale-Hollywood International Airport (“_____________ Agreement”).

C. The Parties have agreed to enter into this Sublease Agreement, pursuant to which County will sublease the portions of the Property depicted in the attached Exhibit B (“Premises”) to Subtenant as set forth herein.

Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Recitals. The recitals stated above are accurate and are fully incorporated herein.

2. Demised Premises. Subject to the Master Lease, County hereby leases the Premises to Subtenant on the terms and conditions set forth in this Sublease Agreement.

3. Term. The term of this Sublease Agreement (“Term”) shall commence on the Effective Date and shall end on the earlier of: (i) the termination or expiration of the _____________ Agreement, including, but not limited to, any termination for convenience by County, (ii) the termination or expiration of the Master Lease (whether voluntary or involuntary), or (iii) the termination of this Sublease Agreement in accordance with Section 10 of this Sublease Agreement.

4. Rent. Unless otherwise provided herein, Subtenant shall not pay rent to County for Subtenant’s use of the Premises, and County shall be solely responsible for paying any rent due to Master Landlord under the Master Lease.

5. Permitted Use. Subtenant shall use the Premises solely for the purpose of providing the Services (as defined in the __________ Agreement) and housing its operations in connection with the ___________ Agreement. Subtenant shall not use the Premises in a manner that is prohibited by or inconsistent with Section 5.02 or Section 5.03 of the Master Lease. Subtenant shall not take

Exhibit I any action that directly or indirectly results in County breaching or defaulting upon any term, condition, obligation, or requirement set forth in the Master Lease.

6. Assumption of Duties and Obligations. Except for (i) any obligations that County expressly agrees to undertake pursuant to this Sublease Agreement, and (ii) County’s obligations (a) to pay Master Landlord Base Rent (as defined in Section 2.01 of the Master Lease), and (b) to reimburse Master Landlord for Real Property Taxes (as defined in Section 3.01 of the Master Lease), insurance premiums (as set forth in Article 6 of the Master Lease), and the costs of completing the Leasehold Improvements (as set forth in Section 1.05(c) of the Master Lease), Subtenant assumes and agrees to timely perform (at Subtenant’s sole cost and expense) all of the obligations, responsibilities, requirements, and duties required of County in the Master Lease in connection with the Premises. If County is required or elects to pay any sum or incur any cost or expense (including, but not limited to, any insurance-related expense) in connection with the Premises, Master Lease, or this Sublease Agreement, by reason of the failure, neglect, or refusal of Subtenant to perform or fulfill any of the conditions, covenants, obligations, or requirements contained in the Master Lease or this Sublease Agreement, or as a result of any act or omission of Subtenant, Subtenant shall pay to County the sum paid or the expense incurred by County, including all costs, damages, penalties, and interest at the rate of eighteen percent (18%) per annum from the date paid by County until the date paid by Subtenant.

7. Maintenance and Repairs. Subtenant shall, immediately upon becoming aware that any portion of the Premises has been damaged, harmed, or needs to be repaired or replaced, notify County in writing of such damage, harm, or necessary repair or replacement. Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that County shall have no obligation to repair, replace, or maintain any portion of the Premises during the Term. To the extent the Master Lease imposes any maintenance, repair, replacement, or upkeep obligation upon County in connection with the Premises, Subtenant shall be responsible for fulfilling such obligation (on County’s behalf) at its sole cost and expense.

8. Entry upon Premises. Subtenant shall permit entry, inspection, and testing, at all reasonable times, by inspectors of any federal, state, or County agency having jurisdiction under any laws, rules, or regulations that are applicable to the Premises or the operations at the Premises. This right of entry, inspection, and testing does not impose a duty on County to take any action and will not impart liability on County should it not take any action. County and any of its officers, employees, agents, representatives, and contractors may, at all reasonable times, enter the Premises to inspect the Premises, to observe Subtenant’s performance of its obligations under this Sublease Agreement, and to do any act or thing that County must or may do under this Sublease Agreement, the Master Lease, or otherwise.

9. Utilities. During the Term, County shall directly pay for water, sewer, electricity, garbage removal, telephone, internet, and any other utility for the Premises (“Utilities”) approved in writing by the Contract Administrator for the ___________ Agreement (“Contract Administrator”). Notwithstanding the prior sentence, if the Contract Administrator instructs (via written notice) Subtenant to directly pay for any Utilities, Subtenant shall be responsible for directly paying for such Utilities and County shall reimburse Subtenant for Subtenant’s Utilities payments after receiving an invoice, proof of payment, and any other documentation reasonably requested by the Contract Administrator. If County determines (acting by and through the Contract Administrator in their sole discretion) that Subtenant is or was being wasteful with respect to any Utilities paid or reimbursed by County pursuant to this Sublease Agreement, County shall provide Subtenant with written notice of such determination (including all evidence and documentation used in making its determination), and Subtenant shall be responsible for reimbursing County (within thirty (30) days after receiving County’s written request) for all expenses that County estimates were incurred by County due to Subtenant’s wastefulness. If Subtenant fails to pay County any amounts required by the previous sentence, County may deduct such amounts from any payment due from County to Subtenant pursuant to the ________________ Agreement.

10. Termination. County (acting by and through its Director of Aviation in their sole discretion) shall be entitled to terminate this Sublease Agreement by providing Subtenant with written notice of County’s intent to terminate. If County provides Subtenant with written notice of its intent to terminate, this Sublease Agreement shall terminate on the date specified in the written notice, provided that such date is at least thirty (30) days after the date on which the written notice was provided. Subtenant shall not be entitled to contest, dispute, or challenge, through any legal proceeding or otherwise, a termination of this Sublease Agreement by County pursuant to this Section 10.

11. Alterations. Subtenant shall not make any Alterations (as defined in Section 13.01 of the Master Lease) to the Premises without County’s prior written consent, which consent may be provided or withheld by County (acting by and through the Contract Administrator in their sole discretion). If County provides written consent to any Alterations pursuant to this Section 11, Subtenant shall ensure all such Alterations comply with all of the terms, conditions, and requirements set forth in the Master Lease.

12. Clean Condition. Subtenant shall keep the Premises in a clean, safe, neat, and orderly condition.

13. Further Sublease. Subtenant shall have no right to lease, sublease, or assign any portion of the Premises. Any lease, sublease, or assignment of any portion of the Premises by Subtenant shall be void and ineffective.

14. Indemnification. Subtenant shall indemnify, hold harmless, and defend County and all of County’s current, past, and future officers, agents, and employees (collectively, “Indemnified Party”) from and against any and all causes of action, demands, claims, losses, liabilities, and expenditures of any kind, including attorneys’ fees, court costs, and expenses, including through the conclusion of any appellate proceedings, raised or asserted by any person or entity not a party to this Sublease Agreement (including, but not limited, to Master Landlord), and caused or alleged to be caused, in whole or in part, due to (i) a breach of this Sublease Agreement by Subtenant, (ii) Subtenant’s use of the Premises, (iii) Subtenant’s failure to abide by any of the terms, conditions, obligations, and requirements set forth in the Master Lease, or (iv) any intentional, reckless, or negligent act or omission of Subtenant, its officers, employees, or agents, arising from, relating to, or in connection with this Sublease Agreement (collectively, a “Claim”).

If any Claim is brought against an Indemnified Party, Subtenant shall, upon written notice from County, defend each Indemnified Party with counsel satisfactory to County or, at County’s option, pay for an attorney selected by the County Attorney to defend the Indemnified Party. The obligations of this section shall survive the expiration or earlier termination of this Sublease Agreement.

15. Surrender. Subtenant shall surrender the Premises (and all keys, locks, and alarm codes for the Premises) to County upon the termination or expiration of this Sublease Agreement in the same condition that the Premises was in on the Effective Date, except for reasonable wear and tear and any permitted Alterations approved in writing in accordance with Section 11 of this Sublease Agreement. Prior to surrendering the Premises to County, Subtenant shall remove all of Subtenant’s personal property from the Premises. Any personal property that is not removed from the Premises prior to the surrender shall be deemed abandoned by Subtenant and County may thereupon take possession, retain, convey, destroy, or dispose of such personal property in County’s sole and absolute discretion, without any accounting or liability to Subtenant. If County incurs any expenses in any way related to taking possession, retaining, conveying, destroying, or disposing of such personal property, Subtenant shall pay County the amount of the expenses incurred within fifteen (15) days after written demand from County.

16. Holding Over. Unless County shall have consented in writing in advance to Subtenant’s holding over, Subtenant shall be liable to County for all damages that County may suffer by reason of any holding over by Subtenant. If Subtenant does hold over following the expiration or termination of this Sublease Agreement without County’s express prior written consent, Subtenant shall be responsible for paying (i) double the amount of the Base Rent that County is required to pay Master Landlord for the period in which Subtenant holds over, and (ii) all Utilities expenses paid by County for the period in which Subtenant holds over. If Subtenant holds over, County shall provide Subtenant with written notice(s) indicating any amounts due from Subtenant pursuant to this Section 16 and Subtenant shall pay County such amounts within five

(5) days after receipt of such written notice(s). If Subtenant holds over in violation of this Section 16, Subtenant shall be deemed to have waived any and all rights to contest, dispute, or challenge, through any legal proceeding or otherwise, the amounts that County determines are due from Subtenant pursuant to this Section 16.

17. Interpretation. The titles and headings contained in this Sublease Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Sublease Agreement. All personal pronouns used in this Sublease Agreement shall include any other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as “herein” refer to this Sublease Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a section or article of this Sublease Agreement, such reference is to the section or article as a whole, including all subsections thereof, unless the reference is made to a particular subsection or subparagraph of such section or article. Any reference to “days” means calendar days, unless otherwise expressly stated. Any reference to approval by County shall require approval in writing, unless otherwise expressly stated. The use of the term “including” shall be construed as meaning “including without limitation.”

18. Multiple Originals and Counterparts. This Sublease Agreement may be executed in multiple originals or in counterparts, whether signed physically or electronically; each of which shall be deemed to be an original, and all of which, taken together, shall constitute one and the same agreement.

19. Sovereign Immunity. Except to the extent sovereign immunity may be deemed to be waived by entering into this Sublease Agreement, nothing herein is intended to serve as a waiver of sovereign immunity by County nor shall anything included herein be construed as consent by County to be sued by third parties in any matter arising out of this Sublease Agreement.

20. Third-Party Beneficiaries. Neither County nor Subtenant intends to primarily or directly benefit a third party by this Sublease Agreement. Therefore, the Parties acknowledge that there are no third-party beneficiaries to this Sublease Agreement and that no third party shall be entitled to assert a right or claim against either of them based upon this Sublease Agreement.

21. Discriminatory Vendor; Scrutinized Companies Lists; Countries of Concern. Subtenant represents that it has not been placed on the “discriminatory vendor list” as provided in Section 287.134, Florida Statutes, and that it is not a “scrutinized company” pursuant to Sections

215.473 or 215.4725, Florida Statutes. Subtenant represents and certifies that it is not, and for the duration of the Term will not be, ineligible to contract with County on any of the grounds stated in Section 287.135, Florida Statutes. Subtenant represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes.

22. Claims Against Subtenant. Subtenant represents and warrants that there is no action or proceeding, at law or in equity, before any court, mediator, arbitrator, governmental or other board or official, pending or, to the knowledge of Subtenant, threatened against or affecting Subtenant, the outcome of which may (a) affect the validity or enforceability of this Sublease Agreement, (b) materially and adversely affect the authority or ability of Subtenant to perform its obligations under this Sublease Agreement, or (c) have a material and adverse effect on the consolidated financial condition or results of operations of Subtenant or on the ability of Subtenant to conduct its business as presently conducted or as proposed or contemplated to be conducted.

23. Warranty of Performance. Subtenant represents and warrants it possesses the knowledge, skill, experience, and financial capability required to perform and provide its obligations and responsibilities required by this Sublease Agreement and that each person and entity that will perform on behalf of Subtenant under this Sublease Agreement is duly qualified to do so by all appropriate governmental authorities, where required, and is sufficiently experienced and skilled in the area(s) for which such person or entity will render performance.

Subtenant further represents and warrants that its performance under this Sublease Agreement shall be performed in a skillful and respectful manner, and that the quality of all such performance shall equal or exceed prevailing industry standards for the provision of such performance.

24. Notices. Unless otherwise stated herein, for notice to a Party to be effective under this Sublease Agreement, notice must be sent via U.S. first-class mail, hand delivery, or commercial overnight delivery, each with a contemporaneous copy via e-mail, to the addresses listed below and shall be effective upon mailing or hand delivery (provided the contemporaneous email is also sent). Addresses may be changed by the applicable Party giving notice of such change in accordance with this Section 24.

For County:

County Administrator Governmental Center East 115 South Andrews Avenue, Suite 409 Fort Lauderdale, Florida 33301 Email: mcepero@broward.org

With a copy to:

Director of Aviation Aviation Department 320 Terminal Drive, Suite 200 Fort Lauderdale, Florida 33315 Email: mgale@broward.org

For Subtenant:

Email: ________________

25. Right of Flight. County reserves for itself, its successors, and its assigns, for the use and benefit of the public, at any and all times, an unlimited right of flight for the passage of aircraft in the airspace above the Premises, together with the right to cause in such airspace such noise and other intrusions as may be inherent in the operations of aircraft.

26. Signage. Subtenant shall not erect, maintain, or display any signs or any advertising at or on the exterior parts of the Premises or in the Premises so as to be visible from outside the Premises without obtaining the Broward County Aviation Department’s (“Aviation Department”) prior written approval, which approval may be withheld by the Aviation Department in its sole discretion. No billboards are permitted on the Premises. County reserves the right to remove and dispose of any signs or advertising not authorized by County that are located anywhere on the Premises. Any removal and disposal by County will be without any recompense to Subtenant. If

County removes and/or disposes of any unauthorized signs or advertising, Subtenant shall pay all expenses incurred by County within ten (10) days after written demand from County.

27. No Nuisance, Waste, or Injury. Subtenant shall not commit any nuisance, waste, or injury on or to the Premises, and shall not do or permit to be done anything that may result in the creation or commission of any nuisance, waste, or injury on or to the Premises.

28. Observation of Rules and Regulations. Subtenant shall require all individuals entering upon or using the Premises to observe reasonable and nondiscriminatory rules and standards of conduct and shall ensure that any use of or activity upon the Premises complies with the terms of this Sublease Agreement. All of Subtenant’s rules and standards of conduct must comply with this Sublease Agreement and with any applicable laws, rules, or regulations. Subtenant shall take all lawful action necessary to enforce compliance with this Sublease Agreement.

29. No Rights in Airspace. Nothing contained in this Sublease Agreement grants Subtenant any rights whatsoever in the airspace above the Premises. County reserves the right to take any action that it considers necessary to protect the aerial approaches of the Airport from any obstruction.

30. Public Entity Crime Act. Subtenant represents that it is familiar with the requirements and prohibitions under the Public Entity Crime Act, Section 287.133, Florida Statutes, and represents that its entry into this Sublease Agreement will not violate that statute. Subtenant further represents that there has been no determination that it committed a “public entity crime” as defined by Section 287.133, Florida Statutes, and that it has not been formally charged with committing an act defined as a “public entity crime” regardless of the amount of money involved or whether Subtenant has been placed on the convicted vendor list.

31. Use of County Name or Logo. Subtenant shall not use County’s name, logo, or otherwise refer to this Sublease Agreement in marketing or publicity materials without prior written consent from County.

32. No Interference with Airport’s Operations or Maintenance. Subtenant expressly agrees for itself and its successors and assigns to prevent any use of the Premises that would interfere with or adversely affect the operation or maintenance of the Airport or otherwise constitute an Airport hazard.

33. Remedies Not Exclusive. In the event of a breach of this Sublease Agreement by Subtenant, the pursuit by County of any particular remedy, whether specified herein or otherwise, shall not preclude County from pursuing any other remedy or remedies available to it at law or in equity, all of which shall be deemed to be cumulative.

34. Amendments. Unless expressly authorized herein, no modification, amendment, or alteration of any portion of this Sublease Agreement is effective unless contained in a written document executed with the same or similar formality as this Sublease Agreement and executed by duly authorized representatives of County and Subtenant.

35. Compliance with Laws. Subtenant shall comply with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations, including, without limitation, the Americans with Disabilities Act, 42 U.S.C. § 12101, Section 504 of the Rehabilitation Act of 1973, and the requirements of any applicable grant agreements, when performing its duties, responsibilities, and obligations under this Sublease Agreement.

36. Joint Preparation. This Sublease Agreement has been jointly prepared by the Parties and shall not be construed more strictly against either Party.

37. Law, Jurisdiction, Venue, Waiver of Jury Trial. This Sublease Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida.

The exclusive venue for any lawsuit arising from, related to, or in connection with this Sublease Agreement shall be in the state courts of the Seventeenth Judicial Circuit in and for Broward County, Florida. If any claim arising from, related to, or in connection with this Sublease Agreement must be litigated in federal court, the exclusive venue for any such lawsuit shall be in the United States District Court or United States Bankruptcy Court for the Southern District of Florida. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY

OF ANY CIVIL LITIGATION RELATED TO THIS SUBLEASE AGREEMENT.

38. 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 the Florida Department of Health in Broward County.

39. Representation of Authority. Each individual executing this Sublease Agreement on behalf of a Party hereby represents and warrants that they are, on the date of their execution of this Sublease Agreement, duly authorized by all necessary and appropriate action to execute this Sublease Agreement on behalf of such Party and do so with full legal authority.

40. Required Amendment. In the event that the United States Government or any of its departments or agencies require modifications or changes in this Sublease Agreement as a condition precedent to the granting of funds for the improvement of the Airport, or otherwise, Subtenant shall consent to such amendments, modifications, revisions, supplements, or deletions of any of the terms, conditions, or requirements of this Sublease Agreement as may be reasonably required (collectively, a “Required Amendment”). Notwithstanding the foregoing, in the event any such Required Amendment would unreasonably interfere with the business operations of Subtenant, then Subtenant may refuse to consent to such Required Amendment, but Subtenant must give immediate notice to County of any such refusal to consent and such notice must state with specificity the reasons for any such refusal. Upon the failure of Subtenant to consent to any such Required Amendment, County shall have the right to immediately terminate this Sublease Agreement upon providing written notice of such termination to Subtenant and County shall be released and relieved of all responsibility and liability under this Sublease Agreement.

41. Tanks; Licenses, Permits, and Authorizations. Unless otherwise directed in writing by the Contract Administrator, Subtenant shall be solely responsible (at its sole cost and expense) for any required registration of any ASTs (as defined in Section 14.03 of the Master Lease) and USTs (as defined in Section 14.03 of the Master Lease) located on the Premises and for obtaining any licenses required for Subtenant’s usage of such ASTs and USTs. Subtenant shall be solely responsible (at its sole cost and expense) for obtaining (i) any and all licenses, permits, documents, or authorizations required for Subtenant’s use or occupancy of the Premises, and (ii) any and all licenses, permits, documents, or authorizations in connection with the Premises requested in writing by the Contract Administrator.

42. Insurance. All of the insurance(s) required to be maintained by Subtenant pursuant to the ____________ Agreement must cover Subtenant’s operations on the Premises.

43. Verification of Employment Eligibility. Subtenant represents that Subtenant has registered with and uses the E-Verify system maintained by the United States Department of Homeland Security to verify the work authorization status of all newly hired employees in compliance with the requirements of Section 448.095, Florida Statutes, and that entry into this Sublease Agreement will not violate that statute. If Subtenant violates this section, County may immediately terminate this Sublease Agreement for cause and Subtenant shall be liable for all costs incurred by County due to the termination.

44. Prohibited Telecommunications. Subtenant represents and certifies that Subtenant does not use, and for the Term will not provide or use, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, as such terms are used in 48 C.F.R. §§ 52.204-24 through 52.204-26.

45. Entities of Foreign Concern. The provisions of this section apply only if this Sublease Agreement provides access to an individual’s personal identifying information. By execution of this Sublease Agreement, the undersigned authorized representative of Subtenant hereby attests under penalty of perjury as follows: Subtenant is not owned by the government of a foreign country of concern, is not organized under the laws of nor has its principal place of business in a foreign country of concern, and the government of a foreign country of concern does not have a controlling interest in Subtenant; and the undersigned authorized representative of Subtenant declares that they have read the foregoing statement and that the facts stated in it are true.

Terms used in this section that are not otherwise defined in this Sublease Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes.

46. Anti-Human Trafficking. By execution of this Sublease Agreement by the undersigned authorized representative of Subtenant, Subtenant hereby attests under penalty of perjury that Subtenant does not use coercion for labor or services, as such terms are defined in Section 787.06, Florida Statutes; under penalties of perjury, the undersigned authorized representative of Subtenant declares that they have read the foregoing statement and that the facts stated in it are true.

47. Polystyrene Food Service Articles. Subtenant shall not sell or provide for use on County property expanded polystyrene products or food service articles (e.g., Styrofoam), unencapsulated expanded polystyrene products, or single-use plastic straws or stirrers, as set forth in more detail in Section 27.173, Broward County Administrative Code.

48. Authority to Terminate. The Director of Aviation is authorized to exercise, in their sole discretion, any termination rights (and to provide any required notices related thereto) set forth in this Sublease Agreement on County’s behalf.

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IN WITNESS WHEREOF, the Parties hereto have made and executed this Sublease Agreement:

BROWARD COUNTY, through its BOARD OF COUNTY COMMISSIONERS, signing by and through its Director of Aviation, authorized to execute same by Board action on the _____ day of _________________, 20__, and _______________, signing by and through its _________, authorized to execute same.

BROWARD COUNTY

BROWARD COUNTY, by and through its Director of Aviation

By: ____________________________ Mark E. Gale, A.A.E.

Director of Aviation

____ day of ______________, 20__

Approved as to form by Andrew J. Meyers Broward County Attorney 320 Terminal Drive, Suite 200 Fort Lauderdale, Florida 33315 Telephone: (954) 359-6100

By____________________________ Attorney Name (Date) Assistant County Attorney

By____________________________ Attorney Name (Date) Senior Assistant County Attorney

KR/em Sublease Form 05/09/2025 #1167629.1

SUBLEASE AGREEMENT WITH _______________________

[COMPANY NAME]

By: ____________________________ Authorized Signer

Print Name and Title

_____ day of __________, 20___

EXHIBIT A

MASTER LEASE

(need to add link to Master Lease)

EXHIBIT B

PREMISES

Ground Transportation Administration Office

Ground Transportation Parking Areas