HomeMy WebLinkAbout080 Goldsboro West Side Comm Historical AssnGOLDSBORO WEST SIDE COMMUNITY HISTORICAL ASSOCIATION,
INC. /CITY OF SANFORD LEASE AGREEMENT WITH POTENTIAL
CONVEYANCE QF PREMISES
This Lease Agreement (Agreement) is entered into on this'L day of
2011 (Commencement Date), between the Goldsboro West Side
Com unity Historical Association, Inc. (Tenant), whose address is 2726
Bungalow Drive, Sanford Florida 32771; and the City of Sanford, Florida
(Landlord) whose address is 300 North Park Avenue, Sanford, Florida 32771..
WITNESSETH:
SECTION 1. PREMISES.
Subject to the terms hereof, and to zoning and restrictions of record, and in
consideration of the mutual benefits and obligations set forth hereafter, the
Landlord leases to the Tenant and the Tenant leases from the Landlord the
Premises located in Seminole County, Florida, more particularly described as
follows (the "Premises "):
Seminole County Tax Parcel Identification Number 35-19-30-
5A.1-01300-0250, as depicted in the attached exhibit which is
incorporated herein by this reference thereto as if fully set
forth herein verbatim.
subject to the following conditions: (a). the Tenant shall forever remain a Florida
non - profit corporate entity, (b). the Tenant shall attain and maintain 501(c)(3)
organizational and tax exempt status with the United States Internal Revenue
Service, (c). the Tenant shall continuously operate and maintain a museum as
aforedescribed on the Premises which museum shall be open to the public for no
less than twenty (20) hours per week, and (d). the Tenant shall conduct its
operations on the northernmost structure located on the Premises and allow, for
so long and under such conditions as the Landlord may reasonably require, the
Dr. Velma H. Williams Community Resource Center to utilize and operate within
the southernmost structure located on the Premises.
SECTION 2. TERM AND INTENT OF THE PARTIES; CONDITIONS RELATING TO
FUTURE ACTIONS.
(a). This Agreement shall be for a term commencing upon the
Commencement Date and expiring December 31, 2016 provided, however, that
the parties may extend this Agreement for additional terms under said terms,
conditions and provisions as may be mutually agreed by the parties; provided,
further, however, that, at the end of the initial term, it is the intent of the parties to
evaluate the success of the Tenant on the Premises in the operation and
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maintenance of a site bringing focus on the historical community of Goldsboro as
well as a museum featuring that community and the African American heritage of
the people of the City of Sanford as it relates to Goldsboro and other similar
communities associated with the City of Sanford.
(b). If the parties determine that the Tenant's operations have been
successful, it is the intent of the parties for the Landlord to convey the Premises
to the Tenant subject to the following conditions: (a). the Tenant shall forever
remain a Florida non - profit corporate entity, (b). the Tenant shall attain and
maintain 501(c)(3) organizational and tax exempt status with the United States
Internal Revenue Service, (c). the Tenant shall continuously operate and
maintain a museum as aforedescribed on the Premises which museum shall be
open to the public for no less than twenty (20) hours per week, and (d). the
Tenant shall conduct its operations on the northernmost structure located on the
Premises and allow, for so long and under such conditions as the Landlord may
reasonably require, the Dr. Velma H. Williams Community Resource Center to
utilize and operate within the southernmost structure located on the Premises.
(c). Failure to maintain any of the enumerated conditions shall be cause
for automatic reverter of the Premises to the Landlord. The use of the Premises
as a museum must commence on or before April 1, 2012.
SECTION 3. RENT.
(a). The Tenant shall pay to the Landlord during the term of this
Agreement, an annual Rent in the amount of ONE DOLLAR (1.00) in advance,
without demand, reduction or set -off (the "Rent ").
(b). The Tenant shall also provide rent to the Landlord by timely
providing an annual report to the Landlord on January 15 of each year
commencing in 2013. Such report shall be in a form and containing content that
is acceptable to the Landlord.
(c). Failure to provide an annual report in a timely manner shall
constitute immediate cause to terminate this Agreement. Additionally, in the sole
discretion of the Landlord, the Landlord may require that the Tenant provide the
Landlord with such reports and audits as the Landlord may require in its sole
discretion.
SECTION 4. USES.
(a). The Tenant shall use and occupy the Premises only, solely and
strictly for maintenance of a site bringing focus on the historical community of
Goldsboro as well as a museum featuring that community and the African
American heritage of the people of the City of Sanford as it relates to Goldsboro
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and other similar communities associated with the City of Sanford as well as
such other uses as may be specifically set forth in this Agreement.
(b). The Tenant shall not use the Premises in a disreputable, ultra -
hazardous or unlawful manner, or in any manner that would constitute a public or
private nuisance.
(c). The Tenant shall provide all of its own office equipment, furniture
and furnishings and shall insure such equipment, furniture and furnishings, as it
deems desirable, but, in no event, shall make a claim against the Landlord for
any losses.
(d). The Tenant shall not perform any acts on the Premises that would
generate noxious odors or annoying noises. The Tenant shall be responsible for
any and all maintenance relating to the Premises.
SECTION 5. HAZARDOUS SUBSTANCES.
(a). The Tenant shall not use, store, generate, dispose of, release or
otherwise handle or possess any hazardous substance on or about the Premises.
(b). Should the Tenant violate this provision, then the Tenant shall
indemnify, defend, and hold Landlord harmless from all claims, charges,
penalties, fines, liabilities, costs (including clean -up costs), and all other
obligations and expenses arising directly or indirectly from such violation.
SECTION 6. QUIET ENJOYMENT.
Upon paying the Rent and performing all other covenants and obligations
under this Agreement, the Tenant shall hold the Premises free from disturbance.
The Tenant shall not use the Premises for any purpose except as specifically
authorized herein without the express written consent of the Landlord.
SECTION 7. REDELIVERY.
(a). The Tenant covenants that at the termination of this Agreement,
whether by expiration, default or otherwise, the Tenant shall promptly re- deliver
the Premises to the Landlord free from subtenancies and in the condition the
Premises are presently in, reasonable use and wear excepted.
(b). Any personal property or trade fixtures remaining on the Premises
three days after termination shall be deemed abandoned by the Tenant, and may
be disposed of as the Landlord deems fit at the Tenant's expense. All personal
property or fixtures located in the Premises on the Commencement Date shall be
redelivered in good condition with the Premises.
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SECTION 8. ACCEPTANCE OF PREMISES.
The Tenant acknowledges that the Landlord has made no representation or
warranty that the Premises are fit for the Tenant's intended use. The Tenant has
inspected the Premises, and the Tenant accepts the Premises "as is ".
SECTION 9. INDEMNIFICATION /LIABILITY /LOSS.
(a). The Landlord is protected by sovereign immunity.
(b). The Tenant shall indemnify, defend and save the Landlord
harmless, to the fullest extent authorized by law from and against all claims,
demands, obligations, liabilities, penalties, fines, charges, costs and expenses,
including, but not limited to, attorney's fees, costs and expenses for the defense
thereof, arising from occurrences on or about the Premises and from the
Tenant's negligent and other activities thereon. Should claim be brought against
the Landlord or the Landlord be made a party to any action relating to the
Premises, then the Tenant shall reimburse the Landlord for all attorney's fees,
costs and expenses incurred by the Landlord in connection with the claim or
action.
(c). The Landlord will maintain its insurance coverage relative to the
Premises in accordance with its normative policies and procedures, but will not
cover the Tenant as an entity or the individuals associated with the Tenant.
(d). The Tenant recognizes that it is encouraged to provide premises
and other appropriate insurance coverage and that the Landlord will not protect
the interests of the Tenant or individuals associated with the Tenant as part of
the Landlord's coverage.
SECTION 10. NO ASSIGNMENT WITHOUT CONSENT.
The Tenant shall not assign this Agreement or any of the Tenant's rights
hereunder, nor sublet the Premises or any portion thereof, without first obtaining
the written consent of Landlord.
SECTION 11. DEFAULT/TERMINATION.
(a). The Landlord, at its option, may terminate this Agreement on three
(3) days advance notice to the Tenant: (a). if any Rent due hereunder is not paid
when due; or (b). if the Premises are abandoned by the Tenant or otherwise
become and remain vacant or deserted for a period of ten (10) days or more; or
(c). if the Premises are used for some purpose other than the use authorized
herein; or (d.) if the Tenant has failed to cure a default in the performance of any
other provision of this Agreement or any rule or regulation set forth herein within
ten (10) days after written notice thereof to the Tenant from the Landlord, or if
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such default cannot be completely cured in such time, if the Tenant shall not
promptly proceed in good faith to cure such default within said ten (10) days
(which must be cured, in any event, within thirty (30) days).
(b). In the event that the Landlord elects to terminate this Agreement,
then, upon the expiration of the aforesaid three (3) -day notice period, the Tenant
shall remain liable for damages to the maximum extent provided herein or
permitted by law.
(c). Additionally, with thirty (30) days prior written notice to the Tenant,
the Landlord may terminate this Agreement for the convenience of the Landlord
and without cause or any curative period.
SECTION 12. DESTRUCTION OF PREMISES.
(a). In the event that the Premises or a portion thereof is destroyed or
damaged by fire or other casualty, then the Landlord may or may not elect to
repair or rebuild the Premises or to terminate this Agreement.
(b). If the Landlord elects to repair or rebuild, this Agreement shall
remain in force, and the Landlord shall complete all repairs or rebuilding after
such election.
(c). If the Landlord elects to terminate this Agreement rather than to
repair or rebuild, the Tenant shall promptly surrender possession of the Premises
to the Landlord and neither the Landlord nor the Tenant shall have any remaining
obligations hereunder, except any obligations owed by the Tenant that accrued
before the casualty, which obligations the Tenant shall forthwith settle.
(d). The Landlord shall not be liable for any damages, inconvenience,
or annoyance to the Tenant resulting from any damage to the Premises or from
the repair or replacement thereof, and shall not be liable for any delay in
restoring the Premises unless arising from the Landlord's negligent or wrongful
action.
(e). If the Tenant's negligence or other action, or the negligence or
other action of the Tenant's agents, employees or invitees results in damage or
destruction to the Premises, then notwithstanding any other provision of this
Agreement, the Tenant shall be obligated to pay the cost or repair, replacement
or restoration that exceeds any available insurance proceeds therefore, and Rent
shall not abate during the period of repair or restoration.
SECTION 13. LIABILITY FOR LOSS OF PERSONAL PROPERTY.
All personal property placed or moved in the Premises shall be at the risk of
the Tenant. Landlord shall not be liable for any damage to person or to property
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occurring on the Premises or related to the Tenant's use thereof including, but
not limited to, damages arising from the bursting or leaking of water pipes.
SECTION 14. ALTERATIONS.
The Tenant shall not make any alterations to the Premises without first
obtaining the written consent of the Landlord. Any alterations so approved by
Landlord shall (a). be made in a good and workmanlike manner; (b). be paid for
in full by the Tenant; (c). be made with materials of comparable or better quality
than are already in place; and (d). not weaken the Premises or cause a reduction
in fair market value of the Premises.
SECTION 15. ACCESS TO PREMISES.
The Landlord may enter the Premises at any time for the protection or
preservation of the Premises.
SECTION 16. COST OF COLLECTION AND ATTORNEY'S FEES.
In the event of legal proceedings between the parties, the prevailing party in
such proceedings shall be entitled to have its costs and attorneys' fees, including
costs and attorneys' fees for appellate proceedings, paid by the non - prevailing
party.
SECTION 17. LIENS.
(a). The Tenant agrees to keep the Premises free and clear of any lien
or encumbrance of any kind whatsoever created by Tenant's acts or omissions
and the Tenant shall indemnify and defend, to the extent and limits permitted by
law, the Landlord against any claim or action brought to enforce any lien imposed
on the Premises because of the Tenant's negligent act or omission.
(b). Except as specifically provided otherwise herein, the Tenant shall
have five (5) days after receiving notice of any such lien or encumbrance to have
such removed. If the Tenant fails to have such removed within that time, the
Tenant shall be in default.
SECTION 18. WAIVER.
(a). No act of a party shall be deemed a waiver of any of the party's
rights hereunder, unless such waiver is specifically made in writing.
(b). A party's forbearance to enforce any rights hereunder or to exercise
any available remedy, or to insist upon strict compliance herewith, shall not be
deemed a waiver or forfeiture of such rights, remedies or strict compliance, nor
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shall such forbearance stop the party from exercising any available rights or
remedies or from requiring strict compliance in the future.
(c). The Landlord's acceptance of any late or inadequate performance
including, but not limited to, late or insufficient payments of Rent, shall not
constitute a waiver or forfeiture of the Landlord's right to treat such performance
as an event of default or to require timely and adequate performance in the future.
SECTION 19. NOTICES.
All notices or other communication required or permitted to be given pursuant
to this Agreement shall be in writing and shall be construed as properly given if
mailed by registered or certified mail with return receipt requested. It is agreed
that notice so mailed shall be reasonable and effective upon the expiration of
three business days after its deposit. Notice given in any other manner shall be
effective only if and when received by the addressee. For purposes of notice, the
addresses of the parties shall be the address as follows:
As to the Tenant:
Goldsboro West Side Community Historical Association, Inc.
2726 Bungalow Drive
Sanford, Florida 32771
As to the Landlord:
City Manager
City of Sanford City Hall
300 North Park Avenue
Sanford, Florida 32771
SECTION 20. CONSTRUCTION.
(a). Whenever the context permits, or requires the use of the singular in
this Agreement shall include the plural and the plural shall include the singular.
(b). Any reference herein to one gender shall likewise apply to the other
gender and to the neuter; and any reference herein to the neuter shall refer
likewise to one or both genders. Any reference herein to a person shall include
trusts, partnerships, corporations, and other entity, as appropriate.
SECTION 21. CAPTIONS.
The captions to the provisions of this Agreement are for convenience and
reference only and in no way define, limit or describe the scope or intent of this
Agreement nor in any way effect the substance of this Agreement.
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SECTION 22. APPLICABLE LAWIVENUE.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida. Venue shall be in the Eighteenth Judicial Circuit
Court in and for Seminole County, Florida
SECTION 23. SURVIVABILITY.
The parties agree that all of the Tenant's indemnities, representations and
warranties made herein, shall, to the extent and limits permitted by law, survive
the termination or expiration of this Agreement and that the termination or
expiration hereof shall not release the Tenant from any accrued, unfulfilled or
unsatisfied liabilities or obligations.
SECTION 24. MERGER.
No prior or present agreements or representations shall be binding upon the
parties hereto unless incorporated in this Agreement. No modification or change
in this Agreement shall be valid or binding upon the parties unless a writing is
executed by the parties to be bound thereby.
SECTION 25. PARTIES BOUND.
This Agreement shall be binding upon and shall inure to the benefit of the
heirs, personal representatives, successors and assigns of the parties. In the
event that the Landlord or any successor -owner of the Premises shall convey or
otherwise dispose of the Premises, all liabilities and obligations of the Landlord,
or any successor -owner as the Landlord, to the Tenant under this Agreement
shall terminate upon such conveyance or disposal and the giving of written notice
thereof to the Tenant.
SECTION 26. SEVERABILITY.
If any provision of this Agreement should be in conflict with any public policy,
statute or rule of law, or is otherwise determined to be invalid or unenforceable,
then such provision shall be deemed null and void to the extent of such conflict,
but without invalidating the remaining provisions.
SECTION 27. ACCORD AND SATISFACTION.
(a). No payment by the Tenant or receipt by the Landlord of a lesser
amount than the Rent herein stipulated shall be deemed to be other than on
account of the earlier Rent, nor shall any endorsement or statement on any
check or any letter accompanying any check or Rent payment be deemed an
accord and satisfaction.
(b). The Landlord may accept such check or payment without prejudice
to the Landlord's right to recover the balance of such Rent or pursue any other
remedy provided in this Agreement.
SECTION 28. TIME PERIODS.
(a). Time is of the essence in this Agreement.
(b). Any reference herein to time periods of less than six (6) days shall
exclude Saturdays, Sundays and legal holidays; and any time period provided for
herein that ends on a Saturday, Sunday or legal holiday shall extend to 5:00 PM
of the next full business day.
SECTION 29. RECORDING.
This Agreement shall not be recorded in the Land Records of Seminole
County.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals on the date stated.
r orporate Officer
Date: S /
A6 eri?9 Mi
Date:
Annie O''Nelle, Corporate Officer
Date: �l
r
Sester F nklin, orporate
O Icer
Date:
STATE OF FLORIDA )
COUNTY OF SEMINOLE )
Before Me, the undersigned authority, on this -?S� day of ALX ,
2011, appeared Francis Oliver, Algerine Miller, Annie O'Nelle, and SyrVester
TENANT:
Goldsboro West Side
Community Historical
Association, Inc.
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Franklin who are personally known to me or who have produced
L i`CymsQ- as identification, and who did take an oath and who
being by me first duly sworn on oath, deposes and says that she has read the
foregoing and that the statements and allegations contained herein are true and
correct.
Sworn To And Subscribed before me this � day of , 2011.
dElWM C MUOWAY
Nfty Rao - NO of Flora
. lyr cannrMlon � Mor ft, 20f�
CoRO#MUen 0 DD 16?m
9MW1bo0NdWdNougAWL
Attest:
. /L. 01 L _W
C ro 7- -
OTARY PUBLIC
State of Florida
(Seal)
LANDLORD:
City of Sanford
Jeff Tripl
Mayor, C
rd, Florida
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Approved as to form and legality
for the use and reliance of the City
Commission only.
INTERNAL REVENUE SERVICE
P. O. BOX 2508
CINCINNATI, OH 45201
Date: JUL 0 g Z011
GOLDSBORO WEST SIDE COMMUNITY
HISTORICAL ASSOCIATION INC
1211 WEST 13TH ST
SANFORD, FL 32771
DEPARTMENT OF THE TREASURY
Employer Identification Number:
80- 0686170
DLN:
17053088335011
Contact Person:
JOHN ALDAN III ID# 31695
Contact Telephone Number:
(877) 829 -5500
Accounting Period Ending:
December 31
Public Charity Status:
170 (b) (1) (A) (vi)
Form 990 Required:
Yes
Effective Date of Exemption:
December 20, 2010
Contribution Deductibility:
Yes
Addendum Applies:
No
Dear Applicant:
We are pleased to inform you that upon review of your application for tax
exempt status we have determined that you are exempt from Federal income tax
under section 501(c)(3) of the Internal Revenue Code. Contributions to you are
deductible under section 170 of the Code. You are also qualified to receive
tax deductible bequests, devises, transfers or gifts under section 2055, 2106
or 2522 of the Code. Because this letter could help resolve any questions
regarding your exempt status, you should keep it in your permanent records.
Organizations exempt under section 501(c)(3) of the Code are further classified
as either public charities or private foundations. We determined that you are
a public charity under the Code section(s) listed in the heading of this
letter.
Please see enclosed Publication 4221 -PC, Compliance Guide for 50l(c)(3) Public
Charities, for some helpful information about your responsibilities as an
exempt organization.
Enclosure: Publication 4221 -PC
Sincerely,
g'
Lois G. Lerner
Director, Exempt Organizations
Letter 947 (DO /CG)
r