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043-Chamber of CommerceL C) `f,3 4!V A .,..e SANFORD CHAMBER OF COMMERCE /CITY OF SANFORD LEASE AGREEMENT This Lease Agreement (Agreement) is entered this / / / 2007 (Commencement Date), between the Sanford Chamber of Commerce (Chamber) 4 the City of Sanford, Florida (City). WITNESSETH: SECTION 1. PREMISES. Subject to the terms hereof, and to all zoning and landuse restrictions and regulations of record, and in consideration of the mutual benefits and obligations set forth hereafter, City leases to Chamber and Chamber leases from City the Premises located at 400 East First Street, Sanford Florida. Chamber shall have the use and enjoyment of the premises for the specified term and pursuant to all conditions hereof. Chamber shall have non - exclusive use of the adjacent parking lot on first come first served basis for Chamber parking purposes. SECTION 2. TERM. This Agreement shall be for the term commencing on the Commencement Date and expiring September 30, 2012; provided, however, that the parties may extend this Agreement for an additional term upon such conditions and provisions as may be mutually agreed by the parties in writing. Either Lessor or Lessee may terminate the lease upon 180 days advance notice to the other. SECTION 3. RENT. Chamber shall pay to City during the term of this Agreement, an annual Rent in the amount of ONE DOLLAR in advance, without demand, reduction or set -off (the "Rent "). SECTION 4. UTILITIES. Lessee agrees to pay all utility costs including but not limited to electric, water, cable sewer, stormwater, gas, refuse and recycling charges. Lessee is responsible for all other normal operating expenses and charges including telephone, real or personal taxes or assessments, if payable, or use impositions levied on premises at present or in the future. SECTION S. USE. Chamber shall use and occupy the Premises only for the Chamber of Commerce facility and for activities normally related thereto. Chamber 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 Chamber shall not use, nor allow the use of the premises for any purpose in violation of the laws of the United States, the State of Florida, Sanford City Code, ordinances and regulations of the City. Chamber shall provide all of its own office equipment, furniture and furnishings and shall insure such equipment, furniture and furnishings, as it deems desirable. In no event, shall the Chamber make any claim at its expense Chamber Lease Agreement 2.2.doc • Page 1l 6 claim against the City for any losses. Chamber shall not perform any acts on the Premises that would generate noxious odors or annoying noises on or about the premises. SECTION 6. COMMUNITY RENTALS. The premises shall be open to use by different groups for meetings or miscellaneous activities as approved by the Chamber. Such approval shall not be arbitrarily withheld on the part of the Lessee. SECTION 7. REPAIRS AND MAINTENANCE. Chamber shall, at its sole cost, maintain the premises in good condition and repair. Such repairs, maintenance, and replacements shall include, but not be limited to: routine repairs of floors, walls, ceilings, and other parts of the premises damaged or worn through normal occupancy, janitorial services, grounds maintenance and upkeep, pest control, floor coverings, internal walls, electrical fixtures within and without the premises, painting. Chamber shall be responsible for all repairs and maintenance items with regard to the plumbing facilities, water heaters, HVAC equipment, and other mechanical equipment within and without the premises. City shall be responsible for roof replacement at the end of its current economic life. SECTION 8. IMPROVEMENTS. Chamber shall create and maintain a five -year capital improvement and maintenance plan. Chamber shall allow the City to annually inspect the facility for purposes of developing and having input into the plan. City shall have full and complete access to the Chamber's building maintenance, use and repair records. The plan shall be transmitted to the City on or before May 1 of each year commencing 2008. Renovations or replacement of equipment or facilities are to be approved by the City in advance. SECTION 9. HAZARDOUS SUBSTANCES. Chamber shall not use, store, generate, dispose of, release or otherwise handle or possess any hazardous substance on or about the Premises. Should Chamber violate this provision, then Chamber shall indemnify, defend, and hold City 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 and provide indemnification in accordance with Section 12 hereof. SECTION 10. QUIET ENJOYMENT. Upon paying the Rent and performing all other covenants and obligations under this Agreement, Chamber shall hold the Premises the quiet enjoyment of this Premises. SECTION 11. REDELIVERY. Chamber covenants that at the termination of this Agreement, whether by expiration, default or otherwise, Chamber shall promptly re- deliver the Premises to City free from subtenancies and in the condition the Premises are presently in, reasonable use and wear excepted. Any personal property or trade fixtures remaining on the Premises three days after termination shall be deemed abandoned by Chamber, and may be disposed of as City deems fit at Chamber's expense. All personal property or fixtures located in the Premises on the Commencement Date shall be redelivered to the City in good condition with the Premises. SECTION 12. INDEMNIFICATION/LIABILITY/LOSS. The City is protected by sovereign immunity. The Chamber shall indemnify, defend and save the City harmless, to the extent and limits of Section 768.28, Florida Statutes, from and against all claims, demands, obligations, liabilities, penalties, fines, charges, costs and expenses, including, but not limited to, attorney's fees, costs and expenses for the defense thereof, arising from occurrences on or about the Chamber Lease Agreement 2.2.doc • Page 216 Premises and from the Chamber's negligent activities thereon whether such claims arise in contract or tort. Should claim be brought against the City or the City be made a party to any action relating to the Premises, then the Chamber shall reimburse the City for all attorney's fees, costs and expenses incurred by the City in connection with the claim or action. SECTION 13. INSURANCE. The Chamber, at its sole cost and expense, shall provide proof of premises and property liability insurance acceptable to the City and naming the City 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. Thirty days prior to the cancellation or material change in the policies, written notice thereof shall be given to the City of Sanford, Florida in accordance with the requirements of Section 23 hereof. SECTION 14. NO ASSIGNMENT WITHOUT CONSENT. Chamber shall not assign this Agreement or any of Chamber's rights hereunder, nor sublet the Premises or any portion thereof, without first obtaining the written consent of City. SECTION 15. DEFAULT. City, at its option, may terminate this Agreement on three days' notice to the Chamber: (a) if any Rent due hereunder is not paid when due; or (b) if the Premises are abandoned by Chamber or otherwise become and remain vacant or deserted for a period of 10 days or more; or (c) if the Premises are used for some purpose other than the use authorized herein; or (d) if Chamber shall have failed to cure a default in the performance of any other provision of this Agreement or any rule or regulation set forth herein within 10 days after written notice thereof to Chamber from City, or if such default cannot be completely cured in such time, if Chamber shall not promptly proceed in good faith to cure such default within said 10 days, or shall not complete the curing of such default with due diligence. In the event that City elects to terminate this Agreement, then, upon the expiration of the aforesaid three day notice period, Chamber shall remain liable for damages to the maximum extent provided herein or permitted by law. SECTION 16. DESTRUCTION OF PREMISES. In the event that the Premises or a portion thereof is destroyed or damaged by fire or other casualty, then City may or may not elect to repair or rebuild the Premises or to terminate this Agreement. If City elects to repair or rebuild, this Agreement shall remain in force, and Landlord shall complete all repairs or rebuilding after such election within a reasonable time. If City elects to terminate this Agreement rather than to repair or rebuild, Chamber shall promptly surrender possession of the Premises to City and neither City nor Chamber shall have any remaining obligations hereunder, except any obligations owed by Chamber that accrued before the casualty, which obligations Chamber shall forthwith fulfill and settle. City shall not be liable for any damages, inconvenience, or annoyance to Chamber 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 City's negligent or wrongful action. If Chamber's negligence or the negligence of Chamber's agents, employees, rentals or invitees results in damage or destruction to the Premises, then notwithstanding any other provision of this Agreement, Chamber shall be obligated to pay the cost of repair, replacement or restoration that exceeds any available insurance proceeds therefore, and Rent shall not abate during the period of repair, restoration or otherwise. SECTION 17. LIABILITY FOR Loss OF PERSONAL PROPERTY. All personal property placed or moved in the Premises shall be at the risk of Chamber. City shall not be liable for any damage to Chamber Lease Agreement 2.2.doc • Page 316 person or to property occurring on the Premises or related to Chamber's use thereof including, but not limited to, damages arising from the bursting or leaking of water pipes. SECTION 18. ALTERATIONS. Chamber shall not make any alterations to the Premises without first obtaining the written consent of City and all required permits and inspections. Any alterations so approved by City shall (a) be made in a good and workmanlike manner; (b) be paid for in full by Chamber; (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 19. ACCESS TO PREMISES. City may enter the Premises at any time for the inspection, protection, or preservation of the Premises. SECTION 20. 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 21. LIENS. Chamber agrees to keep the Premises free and clear of any lien or encumbrance of any kind whatsoever created by Chamber's acts or omissions and Chamber shall indemnify and defend, to the extent and limits permitted by law, City against any claim or action brought to enforce any lien imposed on the Premises because of Chamber's negligent act or omission. Except as specifically provided otherwise herein, Chamber shall have 10 days after receiving notice of any such lien or encumbrance to have such satisfied and removed. If Chamber fails to have such satisfied and removed within that time, Chamber shall be in default. SECTION 22. 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. City'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 City's right to treat such performance as an event of default or to require timely and adequate performance in the future. SECTION 23. 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 delivered by registered, certified mail with return receipt requested, or express services with proof of delivery. 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: Executive Director City Manager Sanford Chamber of Commerce City of Sanford 400 E. First Street P.O. Box 1788 Sanford, FL 32771 Sanford, FL 32772 -1788 Chamber Lease Agreement 2.2.doc • Page 416 SECTION 24. 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 25. 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 26. APPLICABLE LAW /DISPUTE RESOLUTIONNENUE/WAIVER. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Should a dispute arise between the parties hereto with regard to any matter germane to this Agreement, the parties must proceed to mediate the dispute before a certified mediator or a mediator approved by the Florida Growth Management Conflict Consortium. Should mediation fail to resolve the conflict, the parties may then avail themselves of any otherwise available legal remedy. Venue shall be in the Eighteenth Judicial Circuit in and for Seminole County, Florida. The parties waive trial by jury. SECTION 27. SURVIVABILITY. The parties agree that all of Chamber'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 Chamber from any accrued, unfulfilled or unsatisfied liabilities or obligations. SECTION 28. 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 29. 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 City or any successor -owner of the Premises shall convey or otherwise dispose of the Premises, all liabilities and obligations of City, or any successor -owner as City, to Chamber under this Agreement shall terminate upon such conveyance or disposal and the giving of written notice thereof to Chamber. SECTION 30. 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 31. ACCORD AND SATISFACTION. No payment by Chamber or receipt by City 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. City may accept such check or payment without prejudice to City's right to recover the balance of such Rent or pursue any other remedy provided in this Agreement. Chamber Lease Agreement 2.2.doc • Page 5l 6 S ECTION 32. TIME P ERIODS. 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 33. 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. ses: Witness #1 i fitness # 2 CHAMBER: Date: CITY: A cxzl� Linda Ku MAYOR ity of Sanford, Flor' a ATTEST: 4anet 4@oghefty L `y vL4 rt CITY CLERK APPROVED AS TA -WRM: m L. Colw ATTORNEY Chamber Lease Agreement 2.2.doc • Page 6/ 6