HomeMy WebLinkAboutL-93 Lease Agreement - Sanford Main Street, COS - Sanford Info CenterSANFORD MAIN STREET, INC./CITY OF SANFORD
LEASE/SANFORD INFORMATION CENTER
This Lease is entered into as of 2020 (Commencement Date),
between Sanford Main Street, Inc. (the "Tenant"), whose address is 111 South Magnolia
Avenue, 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"):
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. The Premises is commonly
known as the Sanford Information Center.
SECTION 2. TERM/RETURN OF PREMISES. This Lease shall be for a term
commencing upon the Commencement Date and expiring December 31, 2021; 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; REPORTS.
(a). The Tenant shall pay to the Landlord during the term of this Lease, rent by
providing certain operations at the Premises which promote tourism, marketing and the
economic activities of the downtown restaurants and other merchants, as well as general
economic activity within the downtown area of the City of Sanford. With regard to visitors,
the Tenant shall a friendly and genuine welcome to first time and repeat visitors, those
interested in the history and architecture of the City, persons considering becoming a
resident or business operator within the City as well as those persons simply looking for
dining and entertainment opportunities. The focus will be on making a great first
impression and showcasing the unique character of the City of Sanford. With regard to
prospective or existing merchants or businesspersons, the Tenant shall provide specific
and personalized help understanding and maneuvering through City of Sanford's and the
City of Sanford's Community Redevelopment Agency (CRA) economic and
redevelopment programs and requirements. The Tenant shall assemble and
communicate to appropriate persons a wide array of contacts, opportunities, trends and
business climate with a focus on promoting new business and economic development by
providing a facility, information and resources to help small businesspersons navigate the
complexities of establishing and maintaining a successful commercial enterprise.
(b)- At a minimum, the Tenant shall provide competent staff at the Premises to
provide all of the services enumerated in Subsection (a), during the following days and
hours:
(1). Monday through Thursday: 10:00 AM — 5:00 PM.
(2). Friday and Saturday: 10:00 AM — 8:00 PM.
(3). Sunday: Noon- 5:00 PM.
(c). The Tenant shall also provide compensation to the Landlord by timely
providing a quarterly activities and performance report to the Landlord on January 1,
2021, April 1, 2012 and Julyl, 2012. Such report shall be in a form and containing content
that is acceptable to the Landlord, but shall include the efforts and successes of the
Tenant's seeking and attaining funding for its operations from sources other than the City
of Sanford and the CRA. This report shall become an annual report on Octoberl, 2021
and will be due on the same date in subsequent years. The Tenant shall provide to the
Landlord a certified financial report by May 1, 2021 and on the same date for 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. 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. Failure to provide any
such documents as may be required in this section shall constitute breach of this
agreement. During the review of each report, an evaluation shall be made as to the
funding sources of the Tenant.
SECTION 4. USE/CONDITIONS OF USE. The Tenant shall use and occupy the
Premises only, solely and strictly for the uses set forth in this Agreement and in
accordance with the Tenants written "Mission and Statement of Public Purpose"
submitted to the Landlord. 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
Premises by others for meetings, rentals or events, of like nature with the approval of the
Landlord, which authorization must be requested at least 5 business days prior to the
event The Landlord's City Manager, or designee, shall be notified of each request, the
nature of the request and the decision on each request and the Landlord's City Manager
shall have the right to comment on or disapprove the decision of the Tenant.
SECTION 6. HAZARDOUS SUBSTANCES/WASTE. 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 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" and "where is" in every respect. 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. INDEMNIFICATION/LIABILITY/LOSS. 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. DEFAULTITERMINATION. The Landlord, at its option, may terminate
this Lease with 30 days' notice to the Tenant for the convenience of the Landlord and
without cause or any curative period and such termination may be with cause if so stated
by the Landlord, but need not be for cause.
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
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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. The Tenant does not waive sovereign immunity to any extent
or in any manner whatsoever.
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.
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 on a schedule as
determined by the Landlord. 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. 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
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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
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:
For the Landlord:
Norton N. Bonaparte, Jr., ICMA-CM
City Manager
City of Sanford City Hall
300 North Park Avenue
Sanford, Florida 32771
For the Tenant:
Christina Hollerbach
111 South Magnolia 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
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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 LAW/PUBLIC RECORDSNENUE.
(a). This Lease shall be governed by and construed in accordance with the laws
of the State of Florida.
(b). In order to comply with Section 119.0701, Florida Statutes, public records
laws, the Tenant must:
(1). Keep and maintain public records that ordinarily and necessarily
would be required by the City.
(2). Provide the public with access to public records on the same terms
and conditions that the City would provide the records and at a cost that
does not exceed the cost provided in Chapter 119, Florida Statutes, or as
otherwise provided by law.
(3). Ensure that public records that are exempt or confidential and
exempt from public records disclosure requirements are not disclosed
except as authorized by law.
(4). Meet all requirements for retaining public records and transfer, at no
cost, to the City all public records in possession of the Tenant upon
termination of the contract and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure
requirements. All records stored electronically must be provided to the City
in a format that is compatible with the information technology systems of the
City.
If the Tenant does not comply with a public records request, the City shall enforce the
contract provisions in accordance with this Agreement. Failure by the Tenant to grant
such public access and comply with public records requests shall be grounds for
immediate unilateral cancellation of this Agreement by the City. The Tenant shall promptly
provide the City with a copy of any request to inspect or copy public records in possession
of the Tenant and shall promptly provide the City with a copy of the Tenant's response to
each such request.
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IF THE TENANT HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE TENANT'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012,
TRACI HOUCHIN, MMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY
HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771,
TRACI. HOUCHIN@SANFORDFL.GOV.
(c). 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
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.
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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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A TTES T.' TENANT: SANFORD MAIN STREET, INC.
By:
MaWMos k6witz Chris I6"—a Hall efb a ch
Secretary President
ACKNOWLEDGMENT
STATE OF FLORIDA IE
COUNTY OF SEMINOLE
I HEREBY CERTIFY that on this day, before me, an officer duly authorized to
administer oaths and take acknowledgments, personally appeared Christina Hollerbach
and she acknowledged executing the same in the presence of the secretary of the entity
freely and voluntarily and she is personally known to me or provided the following
indemnification.
WITNESS my hand and official seal in the County and State last aforesaid this,43 A
day of -S 1 2020.
JULIE A. HEBERT
Commission # GG 352612
Expires July 8, 2023
Bonded Ttvu Troy Fain Insurance 800-365-7019
A
Traci Houchin, MMC, FCRM
Approved as to form and legal)
lliam L. Colbert, City Attorney
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N&a—ry —Public; State of Florida
Print Name-r,I� ,e k
LANDLORD:
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