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080 Hoogland Orlando, Inc-Welaka BldgCITY OF SANFORD/ HOOGLAND ORLANDO, INC. LEASE AGREEMENT RELATING TO WELAKA BUILDING Q This Lease Agreement (Agreement) is entered into as of October 1, 2012 (Commencement Date), between Hoogland Orlando, Inc., a Florida corporation, (hereinafter "Landlord "), (the "Landlord "), whose address is 1516 East Hillcrest Street, Suite 210, Orlando Florida 32803, and the City of Sanford, Florida (the "Tenant "), whose address is City Hall, 300 North Park Avenue, Sanford, Florida 32771. Whereas, the Landlord and Tenant entered into that certain Lease Agreement dated July 20, 2009, (the "Lease "), and further modified by that certain First Amendment to Lease Agreement dated February 22, 2010, for the premises (the "Premises ") described as 110 and 116 West First Street. Sanford, Florida, 32771, comprising of approximately 5,740 rentable square feet, in that building known as the Welaka Building, comprised of approximately 25,797 square feet; and Whereas, the Landlord and Tenant desire to continue their relationship and Landlord and Tenant relative to the Premises pursuant to the terms and conditions of this Agreement. WI TNESSETH: SECTION 1. LEASE OF 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 as described above. SECTION 2. TERM OF AGREEMENT. This Agreement shall be for a term commencing on October 1, 2012 (the "Commencement Date ") and expiring September 30, 2013; provided, however, that the Tenant may extend this Agreement for additional one -year terms through September 30, 2015. The option of the Tenant to extend this Agreement is based upon the fact that the appropriation of funds by the City Commission of the City of Sanford cannot be assured for more than one budget year. 1111aoc SECTION 3 . RENT. The Tenant shall pay to the Landlord during the term of this agreement, Rent as follows and, in addition, in consideration of the Tenant's extension of the prior Lease between the parties by means of this Agreement; the Rent for the period of April 1, 2012 through September 30, 2012 shall be adjusted as set forth in the following table of Rent: Periccor Months of berm NO �` Square ootage Annual Rate Per Square a P d ti t , foots 04 -01 -12 to 09 -30 -12 5740 $13.95 $40,036.50 $6,672.75 10 -01 -12 to 09 -30 -13 5740 $14.50 $83,230.00 $6,935.83 10 -01 -13 to 09 -30 -14 5740 $15.25 $87,535.00 $7,294.58 10 -01 -14 to 09 -30 -15 5740 $15.75 $90,405.00 $7,533.75 Rent includes: a) Tenant's Pro Rata Share of Taxes and Insurance b) Electricity: Tenant shall pay to Landlord any amount over the monthly average electric usage estimated at $1.75 per rentable square foot or $837.08 monthly. c) Water usage and refuse service d) Minimum 3 nights per week basic janitorial including paper products Rent excludes: a) Telephone, internet, furniture wiring and /or cable expenses, including but not limited to, installation and removal charges, repair and /or maintenance charges, monthly or annual fee charges. b) Florida State Sales Tax: Tenant shall provide a Florida State Sales Tax Exemption Form to Landlord, otherwise, current Florida State Sales Tax will be charged on rental amounts listed above. SECTION 4 . USE. The Tenant may use and occupy the Premises for office space and general office uses as well as governmental purposes such as, but not limited to, economic incubator purposes. 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. The Tenant shall not perform any acts on the Premises that would generate noxious odors or annoying noises. SECTION 5. HAZARDOUS SUBSTANCES. The Tenant shall not use, store, generate, dispose of, release or otherwise handle or possess any hazardous substance on or about the Premises. Should the Tenant violate this provision, then the Tenant shall indemnify, defend, and hold Landlord harmless from all claims, charges, penalties, fines, liabilities, costs (including clean -up costs), and 211)aoe all other obligations and expenses arising directly or indirectly from such violation subject to the limitations set forth in State law. 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. SECTION 7. REDELIVERY. The Tenant covenants that at the termination of this Agreement, whether by expiration, default or otherwise, the Tenant shall promptly re- deliver the Premises to the Landlord free from subtenancies and in the condition the Premises are presently in, reasonable use and wear excepted. SECTION 8. ACCEPTANCE OF PREMISES. The Tenant acknowledges that the Landlord has made no representation or warranty that the Premises are fit for the Tenant's intended use. The Tenant has inspected the Premises, and the Tenant accepts the Premises "as is ". SECTION 9. INDEMNIFICATION /LIABILITY /LOSS. The Tenant is protected by sovereign immunity. The Tenant shall, however, indemnify, defend and save the Landlord harmless, to the 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 the Tenant's negligent activities thereon. The Tenant shall provide to the Landlord a summary of the Tenant's insurance program as a Florida municipal government. SECTION 10. NO ASSIGNMENT WITHOUT CONSENT. The Tenant shall not assign this Agreement or any of the Tenant's rights hereunder without first obtaining the written consent of Landlord. SECTION 11. DEFAULT /TERMINATION. The Landlord, at its option, may terminate this Agreement on 15 days' notice to the Tenant: (a) if any Rent due hereunder is not paid when due; or (b) if the Premises are used for some purpose other than the use authorized herein; or (c) 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 30 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 30 days (which must be cured, in any event, within 60 days). In the event that the Landlord elects to terminate this Agreement, then, upon the expiration of the aforesaid 15 -day notice period and the cure period set forth herein, the Tenant shall remain liable for damages to the maximum extent provided herein or permitted by law. 3111 it c 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 either party may terminate the provisions of this Agreement. 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. SECTION 15. ACCESS TO PREMISES. The Landlord may enter the Premises at any reasonable time for the protection or preservation of the Premises. SECTION 16. COST OF COLLECTION AND ATTORNEY'S FEES. In the event of legal proceedings between the parties, the prevailing party in such proceedings shall be entitled to have its costs and attorneys' fees, including costs and attorneys' fees for appellate proceedings, paid by the non - prevailing party. SECTION 17. LIENS. The Tenant agrees to keep the Premises free and clear of any lien or encumbrance of any kind whatsoever created by Tenant's acts or omissions and the Tenant shall indemnify and defend, to the extent and limits permitted by law, the Landlord against any claim or action brought to enforce any lien imposed on the Premises because of the Tenant's negligent act or omission. Except as specifically provided otherwise herein, the Tenant shall have 15 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. 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. 4 1I'a 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: Hoogland Orlando, Inc. 1516 East Hillcrest Street Suite 210 Orlando Florida 32803 City Manager City of Sanford 300 North Park Avenue Sanford, Florida 32771 SECTION 20. CONSTRUCTION. Whenever the context permits, or requires the use of the singular in this Agreement shall include the plural and the plural shall include the singular. Any reference herein to one gender shall likewise apply to the other gender and to the neuter; and any reference herein to the neuter shall refer likewise to one or both genders. Any reference herein to a person shall include trusts, partnerships, corporations, and other entity, as appropriate. SECTION 21. CAPTIONS. The captions to the provisions of this Agreement are for convenience and reference only and in no way define, limit or describe the scope or intent of this Agreement nor in any way effect the substance of this Agreement. SECTION 22. APPLICABLE 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 arising from the negligence of the Tenant during the term of this Agreement. SECTION 24. MERGER. No prior or present agreements or representations shall be binding upon the parties hereto unless incorporated in this Agreement. No modification or change in this Agreement shall be valid or binding upon the parties unless a writing is executed by the parties to be bound thereby. To the extent that the parties have entered any prior agreement(s), it/they are hereby repealed and superseded. The parties acknowledge that this Agreement constitutes the entire agreement between the parties relating to the within subject matter and that there are no agreements, understanding restrictions, warranties, 5111a(( representations, or covenants between the parties relating to this subject matter other than those set forth in this Agreement. SECTION 25. PARTIES BOUND. This Agreement shall be binding upon and shall inure to the benefit of the heirs, personal representatives, successors and assigns of the parties. In the event that the Landlord or any successor -owner of the Premises shall convey or otherwise dispose of the Premises, all liabilities and obligations of the Landlord, or any successor -owner as the Landlord, to the Tenant under this Agreement shall terminate upon such conveyance or disposal and the giving of written notice thereof to the Tenant. SECTION 26. SEVERABILITY. If any provision of this Agreement should be in conflict with any public policy, statute or rule of law, or is otherwise determined to be invalid or unenforceable, then such provision shall be deemed null and void to the extent of such conflict, but without invalidating the remaining provisions. SECTION 27. ACCORD AND SATISFACTION. No payment by the Tenant or receipt by the Landlord of a lesser amount than the Rent herein stipulated shall be deemed to be other than on account of the earlier Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or Rent payment be deemed an accord and satisfaction. The Landlord may accept such check or payment without prejudice to the Landlord's right to recover the balance of such Rent or pursue any other remedy provided in this Agreement. SECTION 28. TIME PERIODS. Time is of the essence in this Agreement. Any reference herein to time periods of less than six days shall exclude Saturdays, Sundays and legal holidays; and any time period provided for herein that ends on a Saturday, Sunday or legal holiday shall extend to 5:00 PM of the next full business day. SECTION 29. RECORDING. This Agreement shall not be recorded in the Land Records of Seminole County. SECTION 30. AUTHORITY OF SIGNATORIES. The signatories to this Agreement hereby represent that they have the lawful authority to execute this Agreement. To that end, the parties hereby represent, covenant, and warrant that each signature appearing on this Agreement is authorized, genuine, and is freely, knowingly, and willfully affixed and that each of the undersigns have the power, right, and authority to execute this Agreement and to carry out the intent thereof, and that the execution and delivery of this Agreement shall not violate or contravene any agreement, under which any party is bound or which requires a consent of any other person. 611 it - c ZrI In Witness Whereof, the undersigned have hereunto set their hands and seals on the date stated. Witnesses: &�&Iy eV#7erl le Printed Name Signature Landlord /Hoogland Orlando, Inc.: By: C t� / Authorized Corpor to Offig6r Printed Name Acknowledgment State of Florida ) County of Seminole ) Hereby Certify that on this day, before me, an officer duly authorized to administer oaths and IIlItake acknowledgments, personally appeared (_[1 Ci Y I � 1 _) Al i � ( `I f end s /he acknowledged executing the same in the pre5,p_nc two subscribing witnesses freely and voluntarily and s /he is personally know I to me or provided as identification. Witness my hand and official seal in the County and State last aforesaid this __�' day of �J1 U (I t , 2012. (Affix Notary Seal) Notary Public; S ate of Florida M 29 Notary Public State of Florida Sara Epstein My Commission EE 1730 Expires 02/26 /2016 Print Name: S C4 / �P I 711 1ao Attest: Nicholas Mcray Executive Director Approved for funding: Attest: r - D• • - City Clerk Approved as to form and Iliam L. Colbert y Attorney n/- 6ZO i Tenant/City of Sanford Community Redevelopment Agency: Maria Shreve Chairperson City Commission of Sanford: Jeff Triplett J�Oih Mayor, City rd, Florida of 8111 �