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080 Goldsboro West Side Comm Historical AssnGOLDSBORO WEST SIDE COMMUNITY HISTORICAL ASSOCIATION, INC. /CITY OF SANFORD LEASE AGREEMENT WITH POTENTIAL CONVEYANCE QF PREMISES This Lease Agreement (Agreement) is entered into on this'L day of 2011 (Commencement Date), between the Goldsboro West Side Com unity Historical Association, Inc. (Tenant), whose address is 2726 Bungalow Drive, Sanford Florida 32771; and the City of Sanford, Florida (Landlord) whose address is 300 North Park Avenue, Sanford, Florida 32771.. WITNESSETH: SECTION 1. PREMISES. Subject to the terms hereof, and to zoning and restrictions of record, and in consideration of the mutual benefits and obligations set forth hereafter, the Landlord leases to the Tenant and the Tenant leases from the Landlord the Premises located in Seminole County, Florida, more particularly described as follows (the "Premises "): Seminole County Tax Parcel Identification Number 35-19-30- 5A.1-01300-0250, as depicted in the attached exhibit which is incorporated herein by this reference thereto as if fully set forth herein verbatim. subject to the following conditions: (a). the Tenant shall forever remain a Florida non - profit corporate entity, (b). the Tenant shall attain and maintain 501(c)(3) organizational and tax exempt status with the United States Internal Revenue Service, (c). the Tenant shall continuously operate and maintain a museum as aforedescribed on the Premises which museum shall be open to the public for no less than twenty (20) hours per week, and (d). the Tenant shall conduct its operations on the northernmost structure located on the Premises and allow, for so long and under such conditions as the Landlord may reasonably require, the Dr. Velma H. Williams Community Resource Center to utilize and operate within the southernmost structure located on the Premises. SECTION 2. TERM AND INTENT OF THE PARTIES; CONDITIONS RELATING TO FUTURE ACTIONS. (a). This Agreement shall be for a term commencing upon the Commencement Date and expiring December 31, 2016 provided, however, that the parties may extend this Agreement for additional terms under said terms, conditions and provisions as may be mutually agreed by the parties; provided, further, however, that, at the end of the initial term, it is the intent of the parties to evaluate the success of the Tenant on the Premises in the operation and 1 I Page maintenance of a site bringing focus on the historical community of Goldsboro as well as a museum featuring that community and the African American heritage of the people of the City of Sanford as it relates to Goldsboro and other similar communities associated with the City of Sanford. (b). If the parties determine that the Tenant's operations have been successful, it is the intent of the parties for the Landlord to convey the Premises to the Tenant subject to the following conditions: (a). the Tenant shall forever remain a Florida non - profit corporate entity, (b). the Tenant shall attain and maintain 501(c)(3) organizational and tax exempt status with the United States Internal Revenue Service, (c). the Tenant shall continuously operate and maintain a museum as aforedescribed on the Premises which museum shall be open to the public for no less than twenty (20) hours per week, and (d). the Tenant shall conduct its operations on the northernmost structure located on the Premises and allow, for so long and under such conditions as the Landlord may reasonably require, the Dr. Velma H. Williams Community Resource Center to utilize and operate within the southernmost structure located on the Premises. (c). Failure to maintain any of the enumerated conditions shall be cause for automatic reverter of the Premises to the Landlord. The use of the Premises as a museum must commence on or before April 1, 2012. SECTION 3. RENT. (a). The Tenant shall pay to the Landlord during the term of this Agreement, an annual Rent in the amount of ONE DOLLAR (1.00) in advance, without demand, reduction or set -off (the "Rent "). (b). The Tenant shall also provide rent to the Landlord by timely providing an annual report to the Landlord on January 15 of each year commencing in 2013. Such report shall be in a form and containing content that is acceptable to the Landlord. (c). Failure to provide an annual report in a timely manner shall constitute immediate cause to terminate this Agreement. Additionally, in the sole discretion of the Landlord, the Landlord may require that the Tenant provide the Landlord with such reports and audits as the Landlord may require in its sole discretion. SECTION 4. USES. (a). The Tenant shall use and occupy the Premises only, solely and strictly for maintenance of a site bringing focus on the historical community of Goldsboro as well as a museum featuring that community and the African American heritage of the people of the City of Sanford as it relates to Goldsboro 21Page and other similar communities associated with the City of Sanford as well as such other uses as may be specifically set forth in this Agreement. (b). The Tenant shall not use the Premises in a disreputable, ultra - hazardous or unlawful manner, or in any manner that would constitute a public or private nuisance. (c). The Tenant shall provide all of its own office equipment, furniture and furnishings and shall insure such equipment, furniture and furnishings, as it deems desirable, but, in no event, shall make a claim against the Landlord for any losses. (d). The Tenant shall not perform any acts on the Premises that would generate noxious odors or annoying noises. The Tenant shall be responsible for any and all maintenance relating to the Premises. SECTION 5. HAZARDOUS SUBSTANCES. (a). The Tenant shall not use, store, generate, dispose of, release or otherwise handle or possess any hazardous substance on or about the Premises. (b). Should the Tenant violate this provision, then the Tenant shall indemnify, defend, and hold Landlord harmless from all claims, charges, penalties, fines, liabilities, costs (including clean -up costs), and all other obligations and expenses arising directly or indirectly from such violation. SECTION 6. QUIET ENJOYMENT. Upon paying the Rent and performing all other covenants and obligations under this Agreement, the Tenant shall hold the Premises free from disturbance. The Tenant shall not use the Premises for any purpose except as specifically authorized herein without the express written consent of the Landlord. SECTION 7. REDELIVERY. (a). The Tenant covenants that at the termination of this Agreement, whether by expiration, default or otherwise, the Tenant shall promptly re- deliver the Premises to the Landlord free from subtenancies and in the condition the Premises are presently in, reasonable use and wear excepted. (b). Any personal property or trade fixtures remaining on the Premises three days after termination shall be deemed abandoned by the Tenant, and may be disposed of as the Landlord deems fit at the Tenant's expense. All personal property or fixtures located in the Premises on the Commencement Date shall be redelivered in good condition with the Premises. 31Page SECTION 8. ACCEPTANCE OF PREMISES. The Tenant acknowledges that the Landlord has made no representation or warranty that the Premises are fit for the Tenant's intended use. The Tenant has inspected the Premises, and the Tenant accepts the Premises "as is ". SECTION 9. INDEMNIFICATION /LIABILITY /LOSS. (a). The Landlord is protected by sovereign immunity. (b). The Tenant shall indemnify, defend and save the Landlord harmless, to the fullest extent authorized by law from and against all claims, demands, obligations, liabilities, penalties, fines, charges, costs and expenses, including, but not limited to, attorney's fees, costs and expenses for the defense thereof, arising from occurrences on or about the Premises and from the Tenant's negligent and other activities thereon. Should claim be brought against the Landlord or the Landlord be made a party to any action relating to the Premises, then the Tenant shall reimburse the Landlord for all attorney's fees, costs and expenses incurred by the Landlord in connection with the claim or action. (c). The Landlord will maintain its insurance coverage relative to the Premises in accordance with its normative policies and procedures, but will not cover the Tenant as an entity or the individuals associated with the Tenant. (d). The Tenant recognizes that it is encouraged to provide premises and other appropriate insurance coverage and that the Landlord will not protect the interests of the Tenant or individuals associated with the Tenant as part of the Landlord's coverage. SECTION 10. NO ASSIGNMENT WITHOUT CONSENT. The Tenant shall not assign this Agreement or any of the Tenant's rights hereunder, nor sublet the Premises or any portion thereof, without first obtaining the written consent of Landlord. SECTION 11. DEFAULT/TERMINATION. (a). The Landlord, at its option, may terminate this Agreement on three (3) days advance notice to the Tenant: (a). if any Rent due hereunder is not paid when due; or (b). if the Premises are abandoned by the Tenant or otherwise become and remain vacant or deserted for a period of ten (10) days or more; or (c). if the Premises are used for some purpose other than the use authorized herein; or (d.) if the Tenant has failed to cure a default in the performance of any other provision of this Agreement or any rule or regulation set forth herein within ten (10) days after written notice thereof to the Tenant from the Landlord, or if 41Page such default cannot be completely cured in such time, if the Tenant shall not promptly proceed in good faith to cure such default within said ten (10) days (which must be cured, in any event, within thirty (30) days). (b). In the event that the Landlord elects to terminate this Agreement, then, upon the expiration of the aforesaid three (3) -day notice period, the Tenant shall remain liable for damages to the maximum extent provided herein or permitted by law. (c). Additionally, with thirty (30) days prior written notice to the Tenant, the Landlord may terminate this Agreement for the convenience of the Landlord and without cause or any curative period. SECTION 12. DESTRUCTION OF PREMISES. (a). In the event that the Premises or a portion thereof is destroyed or damaged by fire or other casualty, then the Landlord may or may not elect to repair or rebuild the Premises or to terminate this Agreement. (b). If the Landlord elects to repair or rebuild, this Agreement shall remain in force, and the Landlord shall complete all repairs or rebuilding after such election. (c). If the Landlord elects to terminate this Agreement rather than to repair or rebuild, the Tenant shall promptly surrender possession of the Premises to the Landlord and neither the Landlord nor the Tenant shall have any remaining obligations hereunder, except any obligations owed by the Tenant that accrued before the casualty, which obligations the Tenant shall forthwith settle. (d). The Landlord shall not be liable for any damages, inconvenience, or annoyance to the Tenant resulting from any damage to the Premises or from the repair or replacement thereof, and shall not be liable for any delay in restoring the Premises unless arising from the Landlord's negligent or wrongful action. (e). If the Tenant's negligence or other action, or the negligence or other action of the Tenant's agents, employees or invitees results in damage or destruction to the Premises, then notwithstanding any other provision of this Agreement, the Tenant shall be obligated to pay the cost or repair, replacement or restoration that exceeds any available insurance proceeds therefore, and Rent shall not abate during the period of repair or restoration. SECTION 13. LIABILITY FOR LOSS OF PERSONAL PROPERTY. All personal property placed or moved in the Premises shall be at the risk of the Tenant. Landlord shall not be liable for any damage to person or to property 51Page occurring on the Premises or related to the Tenant's use thereof including, but not limited to, damages arising from the bursting or leaking of water pipes. SECTION 14. ALTERATIONS. The Tenant shall not make any alterations to the Premises without first obtaining the written consent of the Landlord. Any alterations so approved by Landlord shall (a). be made in a good and workmanlike manner; (b). be paid for in full by the Tenant; (c). be made with materials of comparable or better quality than are already in place; and (d). not weaken the Premises or cause a reduction in fair market value of the Premises. SECTION 15. ACCESS TO PREMISES. The Landlord may enter the Premises at any time for the protection or preservation of the Premises. SECTION 16. COST OF COLLECTION AND ATTORNEY'S FEES. In the event of legal proceedings between the parties, the prevailing party in such proceedings shall be entitled to have its costs and attorneys' fees, including costs and attorneys' fees for appellate proceedings, paid by the non - prevailing party. SECTION 17. LIENS. (a). The Tenant agrees to keep the Premises free and clear of any lien or encumbrance of any kind whatsoever created by Tenant's acts or omissions and the Tenant shall indemnify and defend, to the extent and limits permitted by law, the Landlord against any claim or action brought to enforce any lien imposed on the Premises because of the Tenant's negligent act or omission. (b). Except as specifically provided otherwise herein, the Tenant shall have five (5) days after receiving notice of any such lien or encumbrance to have such removed. If the Tenant fails to have such removed within that time, the Tenant shall be in default. SECTION 18. WAIVER. (a). No act of a party shall be deemed a waiver of any of the party's rights hereunder, unless such waiver is specifically made in writing. (b). A party's forbearance to enforce any rights hereunder or to exercise any available remedy, or to insist upon strict compliance herewith, shall not be deemed a waiver or forfeiture of such rights, remedies or strict compliance, nor 61Page shall such forbearance stop the party from exercising any available rights or remedies or from requiring strict compliance in the future. (c). The Landlord's acceptance of any late or inadequate performance including, but not limited to, late or insufficient payments of Rent, shall not constitute a waiver or forfeiture of the Landlord's right to treat such performance as an event of default or to require timely and adequate performance in the future. SECTION 19. NOTICES. All notices or other communication required or permitted to be given pursuant to this Agreement shall be in writing and shall be construed as properly given if mailed by registered or certified mail with return receipt requested. It is agreed that notice so mailed shall be reasonable and effective upon the expiration of three business days after its deposit. Notice given in any other manner shall be effective only if and when received by the addressee. For purposes of notice, the addresses of the parties shall be the address as follows: As to the Tenant: Goldsboro West Side Community Historical Association, Inc. 2726 Bungalow Drive Sanford, Florida 32771 As to the Landlord: City Manager City of Sanford City Hall 300 North Park Avenue Sanford, Florida 32771 SECTION 20. CONSTRUCTION. (a). Whenever the context permits, or requires the use of the singular in this Agreement shall include the plural and the plural shall include the singular. (b). Any reference herein to one gender shall likewise apply to the other gender and to the neuter; and any reference herein to the neuter shall refer likewise to one or both genders. Any reference herein to a person shall include trusts, partnerships, corporations, and other entity, as appropriate. SECTION 21. CAPTIONS. The captions to the provisions of this Agreement are for convenience and reference only and in no way define, limit or describe the scope or intent of this Agreement nor in any way effect the substance of this Agreement. 71Page SECTION 22. APPLICABLE LAWIVENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue shall be in the Eighteenth Judicial Circuit Court in and for Seminole County, Florida SECTION 23. SURVIVABILITY. The parties agree that all of the Tenant's indemnities, representations and warranties made herein, shall, to the extent and limits permitted by law, survive the termination or expiration of this Agreement and that the termination or expiration hereof shall not release the Tenant from any accrued, unfulfilled or unsatisfied liabilities or obligations. SECTION 24. MERGER. No prior or present agreements or representations shall be binding upon the parties hereto unless incorporated in this Agreement. No modification or change in this Agreement shall be valid or binding upon the parties unless a writing is executed by the parties to be bound thereby. SECTION 25. PARTIES BOUND. This Agreement shall be binding upon and shall inure to the benefit of the heirs, personal representatives, successors and assigns of the parties. In the event that the Landlord or any successor -owner of the Premises shall convey or otherwise dispose of the Premises, all liabilities and obligations of the Landlord, or any successor -owner as the Landlord, to the Tenant under this Agreement shall terminate upon such conveyance or disposal and the giving of written notice thereof to the Tenant. SECTION 26. SEVERABILITY. If any provision of this Agreement should be in conflict with any public policy, statute or rule of law, or is otherwise determined to be invalid or unenforceable, then such provision shall be deemed null and void to the extent of such conflict, but without invalidating the remaining provisions. SECTION 27. ACCORD AND SATISFACTION. (a). No payment by the Tenant or receipt by the Landlord of a lesser amount than the Rent herein stipulated shall be deemed to be other than on account of the earlier Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or Rent payment be deemed an accord and satisfaction. (b). The Landlord may accept such check or payment without prejudice to the Landlord's right to recover the balance of such Rent or pursue any other remedy provided in this Agreement. SECTION 28. TIME PERIODS. (a). Time is of the essence in this Agreement. (b). Any reference herein to time periods of less than six (6) days shall exclude Saturdays, Sundays and legal holidays; and any time period provided for herein that ends on a Saturday, Sunday or legal holiday shall extend to 5:00 PM of the next full business day. SECTION 29. RECORDING. This Agreement shall not be recorded in the Land Records of Seminole County. IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals on the date stated. r orporate Officer Date: S / A6 eri?9 Mi Date: Annie O''Nelle, Corporate Officer Date: �l r Sester F nklin, orporate O Icer Date: STATE OF FLORIDA ) COUNTY OF SEMINOLE ) Before Me, the undersigned authority, on this -?S� day of ALX , 2011, appeared Francis Oliver, Algerine Miller, Annie O'Nelle, and SyrVester TENANT: Goldsboro West Side Community Historical Association, Inc. 91Page Franklin who are personally known to me or who have produced L i`CymsQ- as identification, and who did take an oath and who being by me first duly sworn on oath, deposes and says that she has read the foregoing and that the statements and allegations contained herein are true and correct. Sworn To And Subscribed before me this � day of , 2011. dElWM C MUOWAY Nfty Rao - NO of Flora . lyr cannrMlon � Mor ft, 20f� CoRO#MUen 0 DD 16?m 9MW1bo0NdWdNougAWL Attest: . /L. 01 L _W C ro 7- - OTARY PUBLIC State of Florida (Seal) LANDLORD: City of Sanford Jeff Tripl Mayor, C rd, Florida 101Page Approved as to form and legality for the use and reliance of the City Commission only. INTERNAL REVENUE SERVICE P. O. BOX 2508 CINCINNATI, OH 45201 Date: JUL 0 g Z011 GOLDSBORO WEST SIDE COMMUNITY HISTORICAL ASSOCIATION INC 1211 WEST 13TH ST SANFORD, FL 32771 DEPARTMENT OF THE TREASURY Employer Identification Number: 80- 0686170 DLN: 17053088335011 Contact Person: JOHN ALDAN III ID# 31695 Contact Telephone Number: (877) 829 -5500 Accounting Period Ending: December 31 Public Charity Status: 170 (b) (1) (A) (vi) Form 990 Required: Yes Effective Date of Exemption: December 20, 2010 Contribution Deductibility: Yes Addendum Applies: No Dear Applicant: We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. Contributions to you are deductible under section 170 of the Code. You are also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 501(c)(3) of the Code are further classified as either public charities or private foundations. We determined that you are a public charity under the Code section(s) listed in the heading of this letter. Please see enclosed Publication 4221 -PC, Compliance Guide for 50l(c)(3) Public Charities, for some helpful information about your responsibilities as an exempt organization. Enclosure: Publication 4221 -PC Sincerely, g' Lois G. Lerner Director, Exempt Organizations Letter 947 (DO /CG) r