HomeMy WebLinkAbout1304* UCF Incubator/CRAEXTENSION And MODIFICATION TO AGREEMENT BETWEEN UNIVERSITY OF
CENTRAL FLORIDA AND THE CITY OF SANFORD COMMUNITY
REDEVELOPMENT AGENCY WITH JOINDER BY THE CITY OF SANFORD
�
THIS EXTENSION TO AGREEMENT is made and entered into by and between �
the University of Central Florida, and on behalf of its Board of Trustees, with offices at
4000 Central Florida Boulevard, Orlando, Florida 32811, hereinafter referred to as
"UCF ", and the City of Sanford Community Redevelopment Agency, a dependent
special district of the City of Sanford operating within the State of Florida and the City of
Sanford Economic Development, whose address is C/O Nick Mcray, Post Office Box
1788, Sanford, Florida 32771, hereinafter referred to as the "CRA ", with the City of
Sanford, a municipal corporation of the State of Florida, whose address is 300 North
Park Avenue; Sanford, Florida 32771, joining into the Agreement as set forth herein.
RECITALS:
UCF and the CRA entered an agreement, dated July 9, 2009 (Revised) known
as the so- called "Incubator Funding Agreement."
The Incubator Funding Agreement requires formal action by the parties to modify
the terms and conditions set forth therein.
UCF and the CRA desire to continue to enjoy the public benefits derived from
the Incubator Funding Agreement and to extend and modify the Incubator Funding
Agreement with the City of Sanford joining into the Incubator Funding Agreement as set
forth herein.
WITNESSETH:
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NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree that the subject Incubator
Funding Agreement shall be extended and modified as follows, with regard to the noted
sections and provisions, and that no other section or provision of the subject Incubator
Funding Agreement shall be modified in any way:
SECTION 3. Term of this Agreement.
Notwithstanding the dates of signatures on this Agreement or the subject
Incubator Funding Agreement, the term of the Incubator Funding
Agreement shall be extended through September 30, 2013, and may
further be extended by mutual agreement of the parties. This provision
shall be deemed to only amend the provisions of the first sentence of
Section 3 of the underlying subject Incubator Funding Agreement.
SECTIONS 4. 8 and 10; General Proiect Description; Business
Model; Accounting.
With regard to the financial obligations recited in the underlying subject
Incubator Funding Agreement; the physical space rent for the Incubator
shall be paid by the CRA and the $27,000 administrative subsidy shall be
paid to UCF to operate the program by the City of Sanford's Economic
Development program. The City of Sanford has executed the Joinder set
forth below to reflect this obligation.
SECTION 9; Performance Measures.
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With regard to performance measures, the parties recognize successful
implementation to date and that the CRA shall continue to articulate
progressive performance measures.
SECTION 11; Initial Progress.
With regard to project progress relative to the Incubator, the parties
recognize successful implementation to date and that UCF shall continue
to perform as set forth in the last sentence of Section 11.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
instrument on the days and year indicated below and the signatories below hereby
represent that they have full authority to execute this instrument and to bind the parties
set forth herein.
SIGNATURE PAGE FOLLOWS
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ATTEST.
7
By:
Gord Hogan
Dire for
Date: / Z—
ATTEST.
By: d-1,1 /, . 94�
Nicholas Mcray
Economic Development Director
Date: it- 7 , ( Z
CITY OF SANFORD COMMUNITY
REDEVELOPMENT AGENCY
UNIVERSITY OF CENTRAL FLORIDA
By:
Thomas I
Associate Vice President
Date:
Maria Shreve
Chairperson
Date: {1.01.1v
WITH JOINDER BY THE CITY OF SANFORD:
ATTEST:
4anet Dougherty, Cit Clerk
Approved as to form
and correctness:
City Attorney
WHOMF
CITY OF SANF
L
FLORIDA
Jeff Triple all Mayor
Date: f) ►a
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CITY OF SANFORD COMMUNITY REDEVELOPMENT
AGENCY /UNIVERSITY OF CENTRAL FLORIDA ECONOMIC
INCUBATOR
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (Agreement) is entered into as of July 1, 2012
(Commencement Date — the date of execution notwithstanding), between the University
of Central Florida (Tenant), and on behalf of its Board of Trustees, with offices at 4000
Central Florida Boulevard, Orlando, Florida 32811 and the City of Sanford Community
Redevelopment Agency, a dependent special district of the City of Sanford operating
within the State of Florida and the City of Sanford Economic Development, whose
address is C/O Nick Mcray, Post Office Box 1788, Sanford, Florida 32771, hereinafter
referred to as the "CRA ", (Landlord).
W/ TNESSETH:
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, Landlord leases to Tenant and Tenant leases from Landlord the
Premises located in Seminole County, Florida, more particularly described as follows
(the "Premises "):
That highlighted portion of the attached Exhibit which is Exhibit "A" to the
agreement, dated October 1, 2012, and styled "Lease Agreement Relating
to Welaka Building," between Hoogland Orlando, Inc. and the Landlord,
located in the City of Sanford, Florida. The Office Lease agreement shall
be referred to as the "underlying lease" from time -to -time in this
agreement.
SECTION 2. TERM. This Agreement shall be for a term commencing upon the
Commencement Date and expiring September 30, 2013; provided, however, that the
parties may extend this Agreement for an additional term or additional terms under such
terms, conditions and provisions as may be mutually agreed upon by the parties, but
shall always be subject to the terms and conditions of the underlying lease; provided,
however, that this Agreement shall, at all times and for all purposes, be contingent upon
the continuing validity of the agreement, dated October 1, 2012, and styled "Lease
Agreement Relating to Welaka Building," between Hoogland Orlando, Inc. and the
Landlord.
SECTION 3. RENT. Tenant shall pay to 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 ").
SECTION 4. USE. Tenant shall use and occupy the Premises only for activities
and purposes consistent with the underlying lease and such activities and purposes
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normally related thereto. 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. 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.
Tenant shall not perform any acts on the Premises that would generate noxious odors
or annoying noises.
SECTION 5. HAZARDOUS SUBSTANCES. Tenant shall not use, store,
generate, dispose of, release or otherwise handle or possess any hazardous substance
on or about the Premises. Should Tenant violate this provision, then Tenant shall, to
the extent permitted by Florida law, 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, Tenant shall hold the Premises
free from disturbance.
SECTION 7. REDELIVERY. Tenant covenants that at the termination of this
Agreement, whether by expiration, default or otherwise, Tenant shall promptly redeliver
the Premises to 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 (3) days after termination shall be deemed abandoned
by Tenant, and may be disposed of as Landlord deems fit at 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.
SECTION 8. ACCEPTANCE OF PREMISES. Tenant acknowledges that
Landlord has made no representation or warranty that the Premises are fit for Tenant's
intended use. Tenant has inspected the Premises, and Tenant accepts the Premises
"as is ".
SECTION 9. INDEMNIFICATION /LIABILITY /LOSS. The Landlord and Tenant
are protected by sovereign immunity. The Tenant shall indemnify, defend and save the
Landlord harmless, to the extent and limits of Section 768.28, Florida Statutes, 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 activities thereon. Should claim be brought against the Landlord or
the Landlord be made a party to any action relating to the Premises, then, to the extent
permitted by Florida law, 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. All
insurance protections and indemnifications shall also benefit the City of Sanford as a
Florida municipality.
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SECTION 10. NO ASSIGNMENT WITHOUT CONSENT. Tenant shall not
assign this Agreement or any of Tenant's rights hereunder, nor sublet the Premises or
any portion thereof, without first obtaining the written consent of Landlord. All subletting
must be consistent with the underlying lease.
SECTION 11. DEFAULT. Landlord, at its option, may terminate this Agreement
on three (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 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 Tenant shall have 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 Tenant
from Landlord, or if such default cannot be completely cured in such time, if Tenant
does not promptly proceed in good faith to cure such default within said ten (10) days,
or does not complete the curing of such default with due diligence. In the event that
Landlord elects to terminate this Agreement, then, upon the expiration of the aforesaid
three (3) day notice period, Tenant shall remain liable for damages to the maximum
extent provided herein or permitted by law.
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 Landlord
may or may not elect to repair or rebuild the Premises or to terminate this Agreement. If
Landlord elects to repair or rebuild, this Agreement shall remain in force, and Landlord
shall complete all repairs or rebuilding after such election. If Landlord elects to terminate
this Agreement rather than to repair or rebuild, Tenant shall promptly surrender
possession of the Premises to Landlord and neither Landlord nor Tenant shall have any
remaining obligations hereunder, except any obligations owed by Tenant that accrued
before the casualty, which obligations Tenant shall forthwith settle. Landlord shall not be
liable for any damages, inconvenience, or annoyance to 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 Tenant's negligence or the negligence of Tenant's
agents, employees or invitees results in damage or destruction to the Premises, then
notwithstanding any other provision of this Agreement, 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 Tenant. Landlord shall
not be liable for any damage to person or to property occurring on the Premises or
related to Tenant's use thereof including, but not limited to, damages arising from the
bursting or leaking of water pipes.
SECTION 14. ALTERATIONS. Tenant shall not make any alterations to the
Premises without first obtaining the written consent of Landlord. Any alterations so
approved by Landlord shall (a) be made in a good and workmanlike manner; (b) be paid
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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. Landlord may enter the Premises at
any time for the protection or preservation of the Premises.
SECTION 16. LIENS. 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
Tenant shall indemnify and defend, to the extent and limits permitted by Florida law,
Landlord against any claim or action brought to enforce any lien imposed on the
Premises because of Tenant's negligent act or omission. Except as specifically provided
otherwise herein, Tenant shall have ten (10) days after receiving notice of any such lien
or encumbrance to have such removed. If Tenant fails to have such removed within that
time, Tenant shall be in default.
SECTION 17. 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. 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 Landlord's rights to treat such performance as an event of default to require
timely and adequate performance in the future.
SECTION 18. 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 (3) 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:
FOR THE TENANT: University of Central Florida
Board of Trustees
4000 Central Florida Boulevard
Orlando, Florida 32811
FOR THE LANDLORD: Sanford Community Redevelopment Agency
C/O Nick Mcray
Post Office Box 1788
Sanford, Florida 32771
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SECTION 19. 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. The underlying lease shall take
precedence over the terms and conditions of this Agreement.
SECTION 20. 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 21. APPLICABLE LAWNENUE. 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 22. SURVIVABILITY. The parties agree that, to the extent permitted
by Florida law, 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 Tenant
from any accrued, unfulfilled or unsatisfied liabilities or obligations.
SECTION 23. 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 24. 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 Landlord or any successor -owner of the Premises .shall
convey or otherwise dispose of the Premises, all liabilities and obligations of Landlord,
or any successor -owner as Landlord, to Tenant under this Agreement shall terminate
upon such conveyance or disposal and the giving of written notice thereof to Tenant.
SECTION 25. SERVERABILITY. 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 26. ACCORD AND SATISFACTION. No payment by Tenant or
receipt by 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. Landlord may accept such check or payment without prejudice
to Landlord's right to recover the balance of such Rent or pursue any other remedy
provided in this Agreement.
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SECTION 27. TIME PERIODS. Time is of the essence in this Agreement. 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 28. NO RECORDING. This Agreement shall not be recorded in the
Land Records of Seminole County.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
instrument on the days and year indicated below and the signatories below hereby
represent that they have full authority to execute this instrument and to bind the parties
set forth herein.
ATTEST.
By: C --��
Go n Hogan
Di ctI
Date:
UNIVERSITY OF CENTRAL FLORIDA
By:
Thomas O
Associate Vice President
Date:
ATTEST.
By:
Nicholas Mcray
Economic Development Director
Date: //. ? • /
CITY OF SANFORD COMMUNITY
REDEVELOPMENT AGENCY
By: NO , f7kr
Maria Shreve
Chairperson n
Date: J j .V /
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