HomeMy WebLinkAbout1884* Sanford Welcome Center LeaseM1_
HISTORIC SANFORD WELCOME CENTER, INC./CITY OF SANFORD
LEASE/230 EAST FIRST STREET
This Lease is entered into as of January 1, 2019 (Commencement Date),
between the Historic Sanford Welcome Center, Inc. (the "Tenant"), whose address is
230 East First Street, Sanford Florida 32771, a non-profit corporation of the State of
Florida, and the City of Sanford, Florida, a municipality of the State of Florida (the
"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, rents, covenants, agreements 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"):
Space on the first floor offices located at 230 East First Street,
Sanford, located in Seminole County, Florida, as depicted in the
attached Exhibit 1" to this Lease which is incorporated herein as a
material part of this Lease.
SECTION 2. TERM/RETURN OF PREMISES. This Lease shall be for a term commencing upon
the Commencement Date and expiring December 31, 2019; provided, however, that the
parties may extend this Lease for additional one-year terms under said terms,
conditions and provisions as may be mutually agreed upon by the parties. The
Landlord's City Manager shall have the authority to act for and on behalf of the Landlord
in that regard. The Tenant shall yield and deliver possession of the Premises to the
Landlord at the termination of this Lease, by expiration of time or otherwise, or of any
renewal or extension hereof, in good condition, excepting only reasonable wear and
tear, fire or other casualty and the Tenant shall have the right at any time during said
term, or any renewal or extension hereof to remove the Tenant's property therefrom as
hereinbefore stated. If property is left on the Premises after that date, the Landlord may,
at its election, take possession and ownership of the property or remove the property at
the expense of the Tenant.
SECTION 3. RENT/ANNUAL REPORT. The Tenant shall pay to the Landlord during the term
of this Lease, an annual rent in the amount of $1.00 in advance, without demand,
reduction or set-off (the "Rent"). The Tenant shall also provide compensation to the
Landlord by timely providing an annual activities and performance report to the Landlord
by October 15, 2019 and on the same date for any subsequent years. 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
Lease. 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. Additionally, the Tenant shall provide to the Landlord a certified financial report
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by May 1, 2019 and on the same date for any subsequent years. The submission of all
Federal and State tax returns may be substituted for the certified financial report if
approved by the Landlord's City Manager. Failure to provide such documents as may
be required shall constitute a breach of his Agreement.
SECTION 4. USEICONDITIONS OF USE. The Tenant shall use and occupy the Premises
only, solely and strictly for the uses relating to the Tenant's
"Statement of Public Purpose" and the Tenant's organization purposes as have been
made known to the Landlord by the Tenant as set forth in Exhibit "2" to this Lease
which document is incorporated herein and made a material part of this Lease. The
Welcome Center will be open Monday through Thursday from 10 AM to 5 PM, Friday
and Saturday from 10 AM to 8 PM and Sunday from Noon to 5 PM. 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 covenants
and agrees to adhere to and comply with any and all laws, rules and regulations relating
to the prohibition against discriminating again any person. All sales or use taxes from
time to time levied by lawful authority shall be paid by and the responsibility of the
Tenant. The Tenant may authorize the use of the property by others for meetings, or
events, of like nature which authorization must be requested at least 5 business days
prior to the event and the City Manager, or designee, shall be notified of each request,
the nature of the request and the decision on each request and shall have the right to
comment on the decision.
SECTION 5. HAZARDOUS SUBSTANCESIWASTE. The Tenant shall not use, store, generate,
dispose of, release or otherwise handle or possess any hazardous substance or any
obnoxious odors or smokes or noxious gases or vapors 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. The Tenant shall not commit an unlawful nuisance, waste
or injury on the Premises and shall not do or permit to be done anything which may
result in the creation or commission or maintenance of such nuisance, waste or injury
on the Premises. The Tenant shall not do or permit to be done anything which may
interfere with the effectiveness or accessibility of the drainage and sewage system, fire
protection system, sprinkler system, alarm system, fire hydrants and hoses, if any are
installed or located on or in the Premises. The Tenant shall not overload any floor or
paved area on the Premises and shall repair any floor, including supporting members
and any paved area damaged by overloading.
SECTION 6. QUIET ENJOYMENT. Upon paying the Rent and performing all other covenants
and obligations under this Lease, the Tenant shall hold the Premises free from
disturbance. The Tenant shall not use the Premises for any purpose except as
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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 or any organizations or individuals using the Premises; 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 Lease,
whether by expiration, default or otherwise, the Tenant shall promptly re -deliver the
Premises to the Landlord free from sub -tenancies 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.
SECTION 8. ACCEPTANCE OF PREMISES/RADON GAS. 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". Radon gas 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 County's public health unit.
SECTION 9. INDEMNIFICATIONILIABILITYILOSS. The Landlord is protected by sovereign
immunity. The Tenant hereby, however, agrees to 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 Lease
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
Lease with 30 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
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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 Lease 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 Lease, then, upon the expiration of the aforesaid 30 day notice
period, the Tenant shall remain liable for damages to the maximum extent provided
herein or permitted by law. Additionally, with 90 days prior written notice to the Tenant,
the Landlord may terminate this Lease 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 Lease. If the Landlord
elects to repair or rebuild, this Lease shall remain in force, and the Landlord shall
complete all repairs or rebuilding after such election. If the Landlord elects to terminate
this Lease 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 Lease, 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 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. All alterations shall either be removed/restored or left in the
possession of the Landlord, as determined by the Landlord, upon the termination of this
Agreement.
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SECTION 15. MAINTENANCE/UTILITIES. The Landlord shall pay costs relating to the
cleaning of the Premises (including -floors, carpets and restrooms) as well as for all
restroom supplies and any security systems. Cleaning will occur twice a week with an
additional cleaning once a month when necessary for the "Alive After Five" event. The
Landlord will be responsible for structural repairs or replacements, including the roof
and HVAC system (including replacing HVAC system filters), when not resulting from
the actions of the Tenant. The Landlord shall be responsible for the cost of utilities
including -water, sewer, electric and solid waste as well as base charges relating thereto.
The Tenant, at its expense, shall maintain in a good and safe condition the interior of all
buildings and structures hereafter placed on the Premises and shall be responsible for
routine repairs and maintenance including replacing lightbulbs. The premises shall at
all times be clean and painted so as to present an attractive appearance, all at the sole
cost and expense of the Tenant. The Tenant shall maintain the Premises (to include,
but not to be limited to, all exterior features of buildings and landscaping and mowing) in
a clean and neat condition and shall not accumulate or permit the accumulation of any
trash, refuse, or debris or of anything that is unsightly, or which creates a fire hazard or
nuisance or causes inconveniences to adjoining properties. The Tenant shall be
responsible for all costs associated with telephone, internet and cable service.
SECTION 16. ACCESS TO PREMISES. The Landlord may enter the Premises at any time for
the protection or preservation of the Premises; provided, however, that normal
inspections of the Premises shall occur during normal business hours.
SECTION 17. 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 18. 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 the Tenant fails to have such
removed within that time, the Tenant shall be in default.
SECTION 19. 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
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require timely and adequate performance in the future.
SECTION 20. NOTICES. All notices or other communication required or permitted to be
given pursuant to this Lease 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:
Derrick Daniels
230 East First Street
Sanford, Florida 32771
City Manager
City of Sanford
300 North Park Avenue
Sanford, Florida 32771
SECTION 21. CONSTRUCTION. Whenever the context permits or requires the use of the
singular in this Lease 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. It is mutually understood and agreed that
nothing contained in this Lease is intended or shall be construed as in any wise creating
or establishing the relationship of co-partners between the parties hereto or as
constituting the Tenant as the agent or representative of the Landlord for any purpose of
any manner whatsoever under the provisions of this Lease.
SECTION 22. CAPTIONS. The captions to the provisions of this Lease are for
convenience and reference only and in no way define, limit or describe the scope or
intent of this Lease nor in any way effect the substance of this Lease.
SECTION 23. APPLICABLE LAWIVENUE, This Lease 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 24. 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 Lease and that the termination or
expiration hereof shall not release the Tenant from any accrued, unfulfilled or
unsatisfied liabilities or obligations.
SECTION 25. 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), it/they are hereby repealed and superseded; prior, however,
that the Tenant shall continue to fully indemnify, hold harmless and insure the Landlord
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relative to any and all acts taken thereunder.
SECTION 26. PARTIES BOUND. This Lease 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 Lease shall terminate upon
such conveyance or disposal and the giving of written notice thereof to the Tenant.
SECTION 27. SEVERABILITY. If any provision of this Lease 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 28. 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 Lease.
SECTION 29. TIME PERIODS. Time is of the essence in this Lease. 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 30. RECORDING. This shall not be recorded in the Land Records of Seminole
County but shall be recorded with the City Clerk of the City of Sanford as a public
record.
SECTION 31. AUTHORITY OF SIGNATORIES. The signatories to this Lease hereby represent
that they have the lawful authority to execute this Lease.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals
on the date stated.
SIGNATURE BLOCKS FOLLOW:
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Attest/Witnesses:
Brian Casey
Secrie
ry
Sid'hature
Printed Name
STATE OF FLORIDA
COUNTY OF SEMINOLE
TENA ' NT:� HISTORIC SANFORD WELCOME
CENTERINC.
By:
Derrick Dan
President
U*'XiW*1VL4AJIeJT6FQ,V1
I HEREBY CERTIFY that on this day, before me, an officer duly authorized to
administer oaths and take acknowledgments, personally appeared Derrick Daniels and
he acknowledged executing the same in the presence of two subscribing witnesses
freely and voluntarily and he is personally known to me.
WITNESS my hand and official seal in the County and State last aforesaid this
r-,
I A,
230 East 1., St., Sanford, FL 32771
lnfo@sanfordwelcomecenter.com
www.sanfordwelcomecenter.com
407-302-2586
To Whom It May Concern:
The following is a partial list of the services the Historic Sanford Welcome Center provides to
the City of Sanford, the Sanford CRA and the community:
• Operates 7 days a week, with extended hours on Friday and Saturday evenings to greet
visitors to downtown
• Provides information via phone, email and Facebook about all things Sanford
• Have been a media partner with the City of Sanford, the Sanford CRA, My Sanford
Magazine, Sanford 365 and other local outlets with both traditional and online media
• Provides a landing place for the CRA funded trolley bringing people into downtown from
the Amtrak Autotrain and the Sanford Sunrail Station
• Provide trolly passengers and other visitors with a place to store their luggage free of
charge while they explore downtown,
• Provide a place for visitors to charge their phones/devices free of charge
• Provide free public WiFi
• Provided free public restrooms
• Provide information about Sanford and Sanford based events to visitors
• We are the only local gift shop for Sanford souvenirs and a home for local businesses,
artists and crafters to display and sell their merchandise
• Put on the monthly Alive After 5 street festival which draws thousands of people and
hundreds of vendors each month
• Put on the monthly Sanford Art Walk which features dozens of artists in a juried monthly
art show which brings to Sanford artists, arts organizations and patrons of the arts which
otherwise would not see Sanford as an arts destination
• Provide funding, structure and a home for the Tourism Office
• Provide funding, structure and a home for the Sanford Camera Club
• Providing meeting space for numerous organizations, events and entities throughout the
year including: Sanford Historic Trust, Creative Sanford, Seminole Cultural Arts Council,
United Arts of Central Florida, City of Sanford, My Sanford Magazine, Artist League of
Orange County, Florida Sculptors Guild, Sanford Camera Club, Sanford Public Art
Commission, Seminole County Public Schools, Seminole County Schools IB Program,
Orlando North, Sanford Waterfront Partners, St. James AME Church, several film crews,
news crews, artists, bloggers, and reporters.
• Provided material support for many community events via lending our event equipment,
among them the Jingle Jam, Pints and Paws, the Sanford Porch Fest, Love Your Shorts
Film Festival, the monthly food truck event, the Wayne Densch Performing Arts Center's
Puffin' on the Ritz fundraiser and city events.
230 East 1., St., Sanford, FL 32771
lnfo@sanfordwelcomecenter.com
www.sanfordwelcomecenter.com
407-302-2586
To Whom It May Concern:
The following is a partial list of the services the Historic Sanford Welcome Center provides to
the City of Sanford, the Sanford CRA and the community:
• Operates 7 days a week, with extended hours on Friday and Saturday evenings to greet
visitors to downtown
• Provides information via phone, email and Facebook about all things Sanford
• Have been a media partner with the City of Sanford, the Sanford CRA, My Sanford
Magazine, Sanford 365 and other local outlets with both traditional and online media
• Provides a landing place for the CRA funded trolley bringing people into downtown from
the Amtrak Autotrain and the Sanford Sunrail Station
• Provide trolly passengers and other visitors with a place to store their luggage free of
charge while they explore downtown,
• Provide a place for visitors to charge their phones/devices free of charge
• Provide free public WiFi
• Provided free public restrooms
• Provide information about Sanford and Sanford based events to visitors
• We are the only local gift shop for Sanford souvenirs and a home for local businesses,
artists and crafters to display and sell their merchandise
• Put on the monthly Alive After 5 street festival which draws thousands of people and
hundreds of vendors each month
• Put on the monthly Sanford Art Walk which features dozens of artists in a juried monthly
art show which brings to Sanford artists, arts organizations and patrons of the arts which
otherwise would not see Sanford as an arts destination
• Provide funding, structure and a home for the Tourism Office
• Provide funding, structure and a home for the Sanford Camera Club
• Providing meeting space for numerous organizations, events and entities throughout the
year including: Sanford Historic Trust, Creative Sanford, Seminole Cultural Arts Council,
United Arts of Central Florida, City of Sanford, My Sanford Magazine, Artist League of
Orange County, Florida Sculptors Guild, Sanford Camera Club, Sanford Public Art
Commission, Seminole County Public Schools, Seminole County Schools IB Program,
Orlando North, Sanford Waterfront Partners, St. James AME Church, several film crews,
news crews, artists, bloggers, and reporters.
• Provided material support for many community events via lending our event equipment,
among them the Jingle Jam, Pints and Paws, the Sanford Porch Fest, Love Your Shorts
Film Festival, the monthly food truck event, the Wayne Densch Performing Arts Center's
Puffin' on the Ritz fundraiser and city events.