HomeMy WebLinkAbout66* Historic Sanford Welcome Centerpinq1
TRANSMITTAL MEMORANDUM
M» MnRANntJM
To: City Clerk
RE: Request for Services
The item(s) noted below is /are attached and forwarded to your office for the following action(s):
❑
Development Order
❑ Mayor's signature
❑
Final Plat (original mylars)
❑ Recording
❑
Letter of Credit
❑ Rendering
❑
Maintenance Bond
Safe keeping (Vault)
❑
Ordinance
❑
❑
Performance Bond
❑
Resolution
Welcome Center Lease Extension Agreement
Once completed, please:
❑ Return original
❑ Return copy
❑
Special Instructions:
Please retain for the official City files.
Please advise if you have any questions regarding the above.
Thank you!
Nicholas M v, conomic Dev. Director
From
Date
1�1
\ \SVCH- Omnicast \USERS \mcrayn \Templates \City Clerk Transmittal Memo.doc
CITY OF SANFORD/ HISTORIC SANFORD WELCOME CENTER
EXTENSION OF LEASE AGREEMENT RELATING TO
230 EAST FIRST STREET
This Extension of Lease Agreement (Extension) is entered by and
between Historic Sanford Welcome Center, Inc., a Florida non - profit corporation,
(hereinafter the "Tenant " "), whose address is 230 East First Street, Sanford,
Florida 32771, and the City of Sanford, Florida (the "Landlord "), whose address is
City Hall, 300 North Park Avenue, Sanford, Florida 32771.
The parties entered into that certain Lease Agreement dated September
26, 2011 (the "Lease "), relating to and for the premises described as 230 East
First Street attached hereto which purports to expire December 31, 2012. The
parties wish to renew the Lease Agreement for a term terminating on December
31, 2013 with the Lease Agreement automatically renewing for consecutive one
year terms (ending on December 31 of each year) unless terminated or modified
in accordance with the provisions of the Lease Agreement. The parties hereby
agree to this Extension and ratify and affirm all terms and conditions of the Lease
Agreement.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals on the date stated.
Witnesses:
Authorized Corporate Officer
Tnalur
rc�c s �/(
Second Witness Printl Name
Historic Sanford Welcome Center,
Inc..
By:
Chris M eod
Authorized Corporate Officer
Acknowledgment
State of Florida
County of Seminole
Hereby Certify that on this day, before me, an officer duly authorized to
administer oaths and take acknowledgments, personally appeared Chris McLeod
and he acknowledged executing the same in the presence of two subscribing
1 I Page
witnesses freely and voluntarily and he is personally known to me or provided
2) r( e t bcmSt- as identification.
Witness my hand and official seal in the County and State last aforesaid
this of
Notary Public;
Print Name:
Attest:
t' Janet R. Doughe
City Clerk
to form and
Ram L. Colbert -f`
Attorney
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Bonded thnu Ashton
City of Sanford:
IA C. SIMMONS
p State July 25,
No. EE 209005
IncA11001451.4954
Jeff Triplett '
Mayor, City o ford, Florida
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HISTORIC SANFORD WELCOME CENTER, INCJCITYOF SANFORD
LEASE AGREEMENT
vd
.......... - - ---- -------- ._.._.._.._ ___.._._.._.. _................. — .............
This Lease Agreement (Agreement) is entered into as of September 26, r'w
2011 (Commencement Date), between the Historic Sanford Welcome Center, Inc.
(the "Tenant"), whose address is 230 East First Street, Sanford Florida 32771, r
and the City of Sanford, Florida (the 'Landlord'), whose address is 300 North
Park Avenue, Sanford, Florida 32771. C14.
WITNESSETH.
SECTION 1. PREMIBEs. 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 "):
Approximately 2,056 square feet of the first floor offices located on the
property which Is addressed as 230 East First Street, Sanford, located in
Seminole County, Florida, and otherwise known as areas A,K,S,UAY and V
as depicted in the attached exhibit which is Incorporated herein by this
reference thereto as if fully set forth herein verbatim. The property is assigned
Tax Parcel Identification Number 25- 19- 30-5AG -0202 -0020.
Additionally, the Tenant may obtain use of the area known as the "courtyard"
subject to normal permitting by the Landlord in accordance with its normal
practices; provided, however, that such permits will be issued without cost to the
Tenant.
SECTION 2. TERM. This Agreement shall be for a term commencing upon the
Commencement Date and expiring December 31, 2012; provided, however, that
the parties may extend this Agreement for additional one -year terms under said
terms, conditions and provisions as may be mutually agreed upon by the parties.
SECTION 3. RENT. The Tenant shall pay to the Landlord during the term of this
Agreement, an annual rent in the amount of ONE DOLLAR in advance, without
demand, reduction or set -off (the "Rent "). The Tenant shall also provide rent to
the Landlord by timely providing a quarterly report to the Landlord on April 15,
July 15, October 15 and January 15 of each year commencing on January 15,
2012. Such report shall be in a form and containing content that is acceptable to
the Landlord. 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.
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SECTION 4. USE. The Tenant shall use and occupy the Premises only, solely
and strictly for office space and general office uses. 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. 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. 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 except for the following: the Landlord shall, twice each
week, clean the common areas identified as B, L, N, O, R and restrooms J and I,
all as depicted in the attached incorporated exhibit, which cleaning shall only
include vacuuming carpets, cleaning and restocking bathrooms, cleaning front
door glass, mopping the floors in the bathroom and kitchen), emptying trash,
supplying telephone and data lines, providing mechanical and structural repairs
not caused by a tenant, utility and solid waste charges, and shampooing carpets
on a quarterly basis and all such cleaning being subject to the standards of the
Landlord as it may determine to be appropriate from time -to -time.
SECTION 5. HAZARDOUS SUBSTANCES. The Tenant shall not use, store,
generate, dispose of, release or otherwise handle or possess any hazardous
substance on or about the Premises. 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. The Landlord shall not, however, be responsible, in any
way, for the actions and activities of other tenants; provided, however, that the
Landlord shall retain the right at all times to enforce its rights under any
agreement with any other tenant.
SECTION 7. REDELIVERY. 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.
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. The Landlord is protected by
sovereign immunity. The Tenant shall, however, 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. The Tenant shall provide premises and property liability insurance
acceptable to the Landlord and naming the Landlord as an additional insured
(and provide proof thereof) with coverage limits in an amount of no less than
$1,000,000.00 combined single limit. The Tenant shall adhere to any and all
reasonable insurance requirements of the Landlord.
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. The Landlord, at its option, may terminate
this Agreement on 3 days' 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 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 10 days after written notice thereof to the Tenant from the
Landlord, or if 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
10 days (which must be cured, in any event, within 30 days). In the event that the
Landlord elects to terminate this Agreement, then, upon the expiration of the
aforesaid 3-day notice period, the Tenant shall remain liable for damages to the
maximum extent provided herein or permitted by law. Additionally, with 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. 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. If the Landlord elects to repair or rebuild, this Agreement shall
31Page
remain in force, and the Landlord shall complete all repairs or rebuilding after
such election. 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. 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. 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. LIABIUTY 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 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. 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.
Except as specifically provided otherwise herein, the Tenant shall have 5 days
after receiving notice of any such lien or encumbrance to have such removed. If
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the Tenant fails to have such removed within that time, the Tenant shall be in
default.
SECTION 18. WAIVER. 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. 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 shall such
forbearance stop the party from exercising any available rights or remedies or
from requiring strict compliance in the future. 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:
Historic Sanford Welcome Center, Inc. City Manager
230 East First Street City of Sanford
Sanford, Florida 32771 300 North Park Avenue
Sanford, Florida 32771
SECTION 20. CONSTRUCTION. 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. 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.
SECTION 22. APPLICABLE LAW/VENUE. 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
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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. To the
extent that the parties have entered any prior agreement(s), ittthey are hereby
repealed and superseded; prior, however, that the Tenant shall continue to fully
indemnify, hold harmless and insure the Landlord relative to any and all acts
taken thereunder.
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. 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. 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. Time is of the essence in this Agreement. Any
reference herein to time periods of less than six 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.
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SECTION 30. AUTHORITY OF SIGNATORIES The signatories to this Agreement
hereby represent that they have the lawful authority to execute this Agreement.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals on the date stated.
TENANT:
Historic Sanford Welcome Center, Inc.
Margie Chus ir, orporate Officer
Date: U-0 ;Ol f
Historic(/Sanford Welcome Center, Inc.
Marilyn Maples, Cof Porate Officer
Date: /jj - s / l°<
Historic Sanfo Welcome Center, Inc.
Wendy Whe pn, �rporate Officer
Date: i d / �A:;0/
Attest:
�anet R Doughw
City Clerk
LANDLORD:
Jeff Triplett
Mayor, City of S
r
Approved as to form and legality:
am L. Colbert '
Attorney
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Florida
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