L-84 SCSO Mellonville Annexc R
LEASE AGREEMENT
AND RIGHT OF FIRST REFUSAL
(Mellonville Annex)
THIS LEASE AGREEMENT AND RIGHT OF FIRST REFUSAL is
made and entered into this Zs day of tu 2014, by the School Board of
Seminole County, Florida ("hereinafter referred to as "Board"), whose principal
address is Iocated at 400 East Lake Mary Boulevard, Sanford, Florida 32773, and
the City of Sanford, a Florida municipal corporation (hereinafter referred to as
"City"), whose principal address is located at 300 N. Park Ave., Sanford, Florida
32771. The Board and the City are collectively referred to as the "Parties".
WITNESSETH:
WHEREAS, the Board is the owner of a property identified as the
Mellonville Annex and surrounding common areas including vehicle access,
parking, and pedestrian access, located at 1211 Mellonville Avenue, Sanford,
Florida 32771, which is more particularly identified in Exhibit "A" attached hereto
and incorporated by this reference herein ("Mellonville Annex"); and
WHEREAS, located within the Mellonville Annex are Building 1,
identified on Exhibit "B" attached hereto and incorporated by this reference herein
and surrounding common areas including, but not limited to, vehicle and
pedestrian access, parking lot and fields; and
WHEREAS, the City desires to lease the Mellonville Annex from the Board
for the purpose of conducting community activities and services for the City of
Sanford; and
WHEREAS, said Parties are authorized by law to enter into agreements
with each other, and to do any and all things necessary or convenient to aid and co-
operate in the cultivation of adequate programs and community services and
activities within the City of Sanford.
NOW, THEREFORE, it is agreed by and between the Board and the City,
for and in consideration of the following mutual covenants and agreements, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, as follows:
AGREEMENT
Page 1 of 10
1. Term and Consideration:
a. The whereas provisions set forth above are deemed to be integral
provisions of this lease and are made a part hereof for all purposes by reference
and adoption.
b. The Board hereby leases the exclusive use and occupancy of the
Mellonville Annex to the City for a term commencing on March 1, 2014 and
terminating at midnight on February 28, 2021. The City shall have the right to
request the term of the lease be extended in one year increments for up to three (3)
successive fiscal year periods running from March I" to February 28th the
following year; the final renewal term expiring at midnight on February 28, 2024.
C. The rent shall be paid by the City to the Board in the form of annual
scholarships to eligible students of Seminole County Public Schools in the amount
of $5,000.00 per year for the duration of this Agreement. Scholarships shall be for
participation in the City's recreational programs operated at the leased premises
and will be awarded to students that reside within the City. Representatives of the
City will meet prior to July 1 of each year with the Superintendent's designees to
determine how and to whom the scholarships will be awarded.
d. 1. The Board retains the authority to sell the leased premises to a
third party during the term of the lease. The Board may not, however, determine to
sell the leased property prior to February 28, 2021.
2. For the consideration herein stated, the Board grants the City
the right of first refusal to purchase the Mellonville Annex in the event that the
Board determines to sell the Mellonville Annex and terminate this Agreement and
upon receipt of a bona fide contract for sale and purchase of the leased premises.
The terms of such a sale shall be consistent with the controlling laws of the State of
Florida which regulate the Board and its disposition of real property owned by the
Board. The City shall have a period of sixty (60) calendar days from the date that
the Board notifies the City that it has received a bona fide offer to purchase the
leased property and intends to sell the Mellonville Annex in which to exercise its
right of first refusal. Notice by the Board to the City and from the City to the
Board shall be in writing.
3. The City may purchase the leased property from the Board at
any time during the term of the lease. The purchase price shall be determined by
AGREEMENT
Page 2 of 10
the Board in accord with its practice of obtaining appraisals and upon such terms
as the Board and City agree.
4. The Board recognizes that the City is seeking grant funding to
purchase the Mellonville Annex and the Board agrees to execute the document
attached as Exhibit "C" and incorporated by this reference herein; provided,
however, that the Board, by execution thereof, shall have no obligation to sell the
Mellonville Annex to the City except as specifically set forth herein and the City
shall have no obligation to purchase the Mellonville Annex except as specifically
stated herein.
2. Property Subject to Lease/Rent:
a. The Mellonville Annex, as defined in the recitals above, is the
property being leased to the City.
b. The City will be responsible for the repair of any damage to the
Mellonville Annex resulting from the City's use of the Mellonville Annex
C. The City shall be responsible for access to the Building 1 described in
Exhibit "B" and for access and security of Board communication equipment which
shall remain in the building. The City shall be responsible for any damage done to
Building 1, including the Board's communication equipment therein located. The
Board reserves the right of access to the communication equipment and its
designated employee shall retain necessary keys to access Building 1 and the
communications room.
d. The Community Coordinated Care for Children, Inc. (4C) which
offers Head Start child services in portable classroom(s) located on the site,
reserves the right to occupy its present location on the leased premises until July
3 V% 2014. The portable classroom(s) shall be removed by the Board by December
31, 2014.
3. Management and Security:
a. The City shall be responsible for the overall management and security
of the Mellonville Annex, including grounds and Building 1, which responsibility
shall include designating a representative of the City that will be present during
scheduled events at the Mellonville Annex and who may be a designated employee
of the City or a designated third party independent contractor. A point of contact
AGREEMENT
Page 3 of 10
shall be designated by the City and the Board and both contacts shall be available
at. all times, either personally or through a representative, and shall be able to
respond to problems that may arise at the Mellonville Annex after operating hours.
b. The Board will not provide for the security, nor be responsible for the
loss or damage, to any property brought onto the Mellonville Annex by the City,
any third -party user of the facility, or by any participant in a user activity. The
Board will not provide security for any user or any participant in a user activity.
The Board assumes no liability for any loss or damage to any user's property, any
participant's property, any user, or any participant in a user activity, except as
provided by §768.28(5), Florida Statutes. The Board shall not be responsible for
the supervision of the Mellonville Annex, any persons accessing the site or any
persons participating in a City activity at the site at any time.
C. Persons will not be excluded from participation in any user activity
on any basis set forth in § 1000.05(2) (a), Florida Statutes, the "Florida Educational
Equity Act" or on any other basis prohibited by -Board policy.
d. The City shall be responsible for the costs of any needed repairs and
security code management of the Sonitrol alarm system and the elevator installed
in Building 1 located on the Mellonville Annex.
4. Maintenance, Repairs, and Improvements:
a. After a joint inspection by the parties, the City shall accept and shall
use the Mellonville Annex in an"as is" condition, latent hidden defects excepted,
and agrees that the Board has disclosed any known defects.
b. The City shall operate, manage, and maintain the Mellonville Annex
in a safe manner, in accordance with applicable laws, regulations, and codes. The
City shall promptly notify the Board of any exterior damage to the Mellonville
Annex, including damage to the parking lot that requires repair.
C. The City shall be responsible for interior maintenance of the
Mellonville Annex, including janitorial services, and shall make all needed repairs
to the interior of Building 1 located on the Mellonville Annex including changing
the HVAC air filters and elevator maintenance and repair.
d. The City has the right to make partition changes, alterations, and
decorations as it desires at its own expense within Building I located on the
AGREEMENT
Page 4 of 10
Mellonville Annex; however, should the City desire to make capital improvements
to the Mellonville Annex, the City shall submit such request in writing to the
Deputy Superintendent of Operations representing the Board who shall be
responsible for approval. To the extent necessary, the City shall submit an
application for a building permit to the Board's Building Official prior to the
commencement of any work.
e. The City shall be responsible for external maintenance and repair of
(i) grounds adjacent to the buildings; (ii) roof; (iii) exterior doors and windows;
and (iv) all HVAC maintenance, including air filters.
f. The City shall be responsible for repair of exterior damage to Building
1 located on the Mellonville Annex and grounds in excess of reasonable wear and
tear and arising out of the use of the Mellonville Annex by the City or the City's
invitees.
g. Alcoholic beverages, controlled substances, and the use of tobacco,
including but not limited to smoking, are prohibited at the Mellonville Annex.
h. The City shall be responsible for refuse removal (garbage and trash)
associated with the use of the Mellonville Annex by the City and the City's
invitees.
L The City shall be responsible for any telecommunications services
including telephones, Internet access, network switching, or intercoms used by the
City.
5. Utility Service: The City shall be responsible for paying electricity, gas,
potable water and sewer services used by the Mellonville Annex and any
additional improvements to the site such as exterior lighting, irrigation, or storage
buildings. Utility bills shall be paid by the City directly to the utility company
furnishing service.
6. Termination:
(a) Either party may terminate this Agreement upon one hundred eighty
(180) calendar days written notice to the other party.
(b) Should the City decide to terminate this Agreement prior to the end
of the lease term, all capital improvements, thereupon placed by the City or on its
AGREEMENT
Page 5 of 10
behalf shall become the property of the Board by virtue of same being located on
Board property and no reimbursement of any City --made capital improvements
shall be made . If the Board decides at any time to terminate this Agreement prior
to the end of the lease term, it shall reimburse the City for the current depreciated
market value of any City -made capital improvements, which shall be based upon a
depreciation term of five (5) years commencing on the completion date of the
improvement.
(c) Upon termination of this Lease Agreement, the City shall return the
Mellonville Annex to the Board in a condition as good as the Mellonville Annex
was in at the commencement of this Agreement, excluding normal wear and tear.
7. Insurance and Hold Harmless:
(a) The City will carry commercial general liability insurance or shall be
self insured pursuant to the provisions of § 768.28(5) & (16), Florida Statutes, for
all activities that the City shall conduct at the Mellonville Annex. Further, City
shall be solely responsible for any loss of personal property of the City, except to
the extent caused by the Board's and the Board's agent's and employee's
intentional acts or negligence.
(b) Board will carry commercial general liability insurance or shall be self
insured pursuant to §768.28(5) and (16), Florida Statutes, to the extent that it may
be found liable for any loss, injury, or damage.
(c) Each party shall be responsible for their own agents' and employees'
negligence or fault and agrees to hold the other harmless from any and all loss,
expense, damage or claim for damages to person or property, including court costs
and attorneys' fees, which may occur as a result of said party's, its agents' or
employees' negligence or fault.
(d) Nothing herein shall constitute or be deemed a waiver of the City's or
the Board's sovereign immunity protections.
8. Notice: Where notice or contact is herein required to be given or
convenient to administration of this Agreement, said notice shall be sent to the
following as applicable:
For the Board:
AGREEMENT
Page 6 of 10
Superintendent
Educational Support Center
400 East Lake Mary Boulevard
Sanford, Florida 32773-7127
For the City:
City Manager
City of Sanford
300 N. Park Ave.
Sanford, Florida 32771
or Designee
Designees shall be identified in writing.
Deputy Superintendent Operations
Educational Support Center
400 East Lake Mary Boulevard
Sanford, Florida 32773-7127
or Designee
9. Quiet Possession. The Board shall warrant and defend the City in the
enjoyment and peaceful possession of the Mellonville Annex during the term of
this Agreement.
10. Subletting. The City may sublet the Mellonville Annex, or any part thereof,
to anyone including members of the public without obtaining the prior consent of
the Board.
I1. installation and Removal of Equipment and Fixtures. The City shall
have the right to install in and remove from Building 1 at the Mellonville Annex
equipment, fixtures, and other items necessary for its use of the Mellonville Annex.
All fixtures furnished by the Board shall remain the property of the Board and shall
not be removed by the City. All equipment and property placed by the City at its
own expense in, on or about the Mellonville Annex, including fixtures temporarily
affixed to the realty, but which may be removed without damage, shall remain the
property of the City and the City shall have the right, at any time during the term
hereof or at the end thereof, to remove all such equipment, property, and fixtures.
12. Taxes. The Board shall not be responsible for any and all taxes and special
assessments which may be levied and assessed on the Mellonville Annex during
the term of this Agreement on a current basis.
AGREEMENT
Page 7 of 10
13. Miscellaneous Conditions:
a. Assignment: Neither this Agreement nor any interest herein
may be assigned, transferred, or encumbered by either party without the prior
written consent of the other party, excepting any sublease as authorized by this
Agreement.
b. Severability: In case any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid, illegal,
unlawful, unenforceable, or void in any respect, the invalidity, illegality,
unenforceability, or unlawful or void nature of that provision shall not affect any
other provision and this Agreement shall be considered as if such invalid, illegal,
unlawful, unenforceable, or void provision had never been included herein.
C. Captions: The captions, section numbers, article numbers, title, and
headings appearing in this Agreement are inserted only as a matter of convenience
and in no way define, limit, construe or describe the scope or intent of such articles
or sections of this Agreement, nor in any way affect this Agreement and shall not
be construed to create a conflict with the provisions of this Agreement.
d. Authority: Each person signing this Agreement on behalf of either
party individually warrants that he or she has full legal power to execute this
Agreement on behalf of the party for whom he or she is signing, and to bind and
obligate such party with respect to all provisions contained in this Agreement.
e. Governing Law and Venue: This Agreement shall be interpreted
and construed in accordance with and governed by the laws of the State of Florida.
Any controversies or legal problems arising out of this Agreement and any action
involving the enforcement or interpretation of any rights hereunder shall be
submitted to the jurisdiction of the State courts of the Eighteenth Judicial Circuit of
Seminole City, Florida.
f. Duplicate Originals/Counterparts: This Agreement shall be
executed in duplicate originals/counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.
g. Effective Date: This Agreement shall become binding when approved
by each party and executed by all signatories.
AGREEMENT
Page 8 of 10
h. Modifications, Amendments, or Alterations: No modification,
amendment or alteration in the terms or conditions contained herein shall be
effective unless contained in a written document executed with the same formality
and of equal dignity herewith.
IN WITNESS WHEREOF, the parties have set their hand and seals the day
and date first above written in Seminole City Florida.
AGREEMENT
SIGNATURE PAGE FOLLOWS
THIS PORTION OF THE LEASE IS INTENTIONALLY BLANK
Page 9 of 10
CITY OF SANFORD, FLORIDA
a
Date: a i t-- t 4 -
Attest:
By:-�...�, 60
Cynthia orter, City Clerk
SCHOOL BOARD OF SENIINOLE
COUNTY, Florida
By: d /)auj-k-C Q i-�� c
Karen Almond Chairman
Date:
By: kk&,4
Walt Griffin, Supenntendent
Date: 7-- 11 - t 4�- Date: *5 i
Approved as to form and legality for use and reliance by:
City of Sanford, Florida
William L. Colbert, Esq.
City Attorney
Date: z- _! a-, `t
AGREEMENT
School Board of Seminole County,
Florida
v
Ned Julian, fr., Esq
School Board Attorney
Date: a) as) I LI
Page 10 of 10
Exhibit B
Ln 00
N O
T
W
01 I
O
NV
En
-n
O
V I
T
' tD l
L
S
m
��
Ln 00
O
T
O
NV
-qo
Ul o
O
V I
T
' tD l
L
n
e
m
��
En
L
N D
CID
�,0)
O
Fs,;
o
j
W m
N01-110
�+
260 SF
N
Ln 00
O
T
O
tb
V I
T
a
L
n
e
m
N D
Ln 00
O
[NAO
V
tb
V I
T
NW
L
n
e
Ln 00
O
[NAO
Uf O
I
N
V I
T
"' I
N
'Tf v
02-201A
N
F-29 SF
to o
J�
°' i
N
�W
N I
V O
i
O O
O
N
W
N I
cn tin �
��
191 SF
Ngo
wo
m I
'D I
Sig
®
o
�N
p
N
Z
WILLING OWNER STATEMENT
TO: City of Sanford
Florida Communities Trust
RE: School Board Properties
PARCEL 0: 301931313000100000
and the southern portion of #3019315260000010A
less Hamilton Elena. School entrance road right of way
I do hereby state that as the property owner(s) of the above -referenced property, I am
willing to entertain a purchase offer from the City of Sanford and the Florida
Communities Trust.
_6�c{7�in
-'Print Name T
SignHUGof Pro Owne
Seminole County School Board
Owner
400 East Lake Mary Blvd.
Owner Address
Sanford. FL, 32773
City, State, Zip
r l%7) 32-0 - W
Telephone Number
Date Signed by Owner
A second signature line is provided for your use if your property is jointly -owned (for
example, by both husband and wife)
Please return this form to:
Marc Hultin
Manager of Parks and Grounds
City of Sanford
300 N. Park Avenue, P.O. Box 1788