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L 86 Mellonville Annex Sublse Expressly YouTRANSMITTAL MEMORANDUM MEMORANDUM T: City Clerk E: Request for Services The item(s) noted below is/are attached and forwarded to your office for the following action(s): ❑ Development Order ❑ Final Plat (original mylars) ❑ Letter of Credit ❑ Maintenance Bond ❑ Ordinance ❑ Performance Bond ❑ Resolution El Once completed, please: ❑ Return original ❑ Return copy El Mayor's signature Recording Rendering Safe keeping (Vault) Special Instructions: Please retain for the CDBG Community Development File Sublease of Mellonville Annex Facility agreement between the City of Sanford and Expressly You School of the Arts, Inc. for a summer program. Please advise if you have any questions regarding the above. Thank you! From 111 d I L�� Date \\SVCH-Omnicast\USERS\mcrayn\Templates\City Clerk Transmittal Memo.doc 4Nfl;; 0 VIWS X RMX !;,�—PMTS— CITY Item No. COMMISSION MEMORANDUM 'I S - 066 MAY 12, 201 S AGENDA TO: Honorable Mayor and Members of the City Cpl p ission PREPARED BY: Andrew Thomas, Senior Project Manage SUBMITTED BY: Norton N. Bonaparte, Jr., City Manager SUBJECT: Sublease of Mellonville Annex Facility STRATEGIC PRIORITIES: ❑ Unify Downtown & the Waterfront ❑ Promote the City's Distinct Culture ❑ Update Regulatory Framework ® Redevelop and Revitalize Disadvantaged. Communities SYNOPSIS: A request to approve the Sublease of the Mellonville Annex facility located at 1211 Mellonville Avenue to Expressly You School of the Arts, Inc. for a summer program. The rent shall be $1.00 per month or partial month. FISCALISTAFFING STATEMENT: There is no budgetary impact to the City. Expressly You School of the Arts, Inc. will pay any additional costs associated with lease of the building such as electric, garbage, and water and sewer services. BACKGROUND: Expressly You School of the Arts was approved earlier this year for a Community Development Block Grant Public Services funding to operate a summer program for youth from low and moderate income households in the City of Sanford. The program will provide income eligible elementary, middle and high school youth with a cultural arts experience as well as tutorial assistance to help the youth in performing at grade level or above in Math, Science, English and Creative Arts. Expressly You School of the Arts, Inc. established in 2007 is a 501 (c) (3) organization that endeavors to reach out to at -risk youth in our community through the exciting world of the arts. The organization strives to create an environment of learning that support success in school. LEGAL REVIEW: The Lease Agreement has been drafted by legal counsel. RECOMMENDATION: It is staff's recommendation that the City Commission approve the execution of the Sublease Agreement with Expressly You School of the Arts, Inc. for use of the Mellonville Annex Facility for a summer youth program. SUGGESTED MOTION: "I move to approve the City of Sanford Sublease Agreement with Expressly You, Inc. for the use of the Mellonville Annex property for a summer youth program". ATTACHMENTS: Sublease Agreement CITY OF SANFORD/CDBG SUMMER YOUTH PROGRAM SUBLEASE AGREEMENT This Sublease Agreement (Agreement) is entered into as of rrv-!�J, �, 2015, notwithstanding the date of execution by the parties (Commencement Mte), between the City of Sanford, a Florida municipal corporation, whose address is 300 North Park Avenue Sanford, Florida 32771, (City), and Expressly You School of the Arts, Inc., a non- profit corporation organized under the laws of the State of Florida, whose address is 2170 Church Street, Sanford, Florida 32771 (Tenant). WITNESSETH: Section 1. Subleased Area. Subject to the terms hereof, and to zoning and restrictions of record as well as the document styled "Lease Agreement And Right Of First Refusal (Mellonville Annex) " entered by and between the City and the School Board of Seminole County, Florida (hereinafter the "Primary Lease" with the "Premises" described therein), and in consideration of the mutual benefits and obligations set forth hereafter, the City leases to the Tenant and the Tenant leases from the City the following portion of the said Premises located in Seminole County, Florida, more particularly described as follows A portion of the property leased in, and which is the subject of, the Primary Lease which is identified as the Mellonville Annex located at 1211 Mellonville Avenue, Sanford, Florida 32771, which is depicted in Exhibit "A" attached hereto and incorporated by this reference herein (the "Subleased Area"). Section 2. Term. This Agreement shall be for a term commencing on May 15, 2015 and expiring September 30, 2015; provided, however, that the City, if it finds that such action is in the public interest, may terminate this Agreement at any time by giving the Tenant 3 days advance notice consistent with the notice provisions set forth herein. Section 3. Rent/Costs. (a). Rent shall be $1.00 per month or partial month, paid in advance by the - Commencement Date and then On the eli'r first of the month. The Tenant shall provide ' - --`- electric, garbage, water and sewer services to the Subleased Area. The Tenant shall be responsible for all maintenance of and repairs to the Subleased Area. (b). The Tenant will be responsible for all costs incurred by the City for water, sewer and electric services used at the Subleased Area and shall pay the City within 3 days of being billed for such services. The Tenant shall be responsible for maintenance of the Subleased Area. The Tenant shall be responsible for program equipment I I P a g e necessary for all aspects of its programs. The Tenant shall be responsible for telephone and internet service, if needed, at and on the Subleased Area. Section 4. Use. The Tenant shall use and occupy the Subleased Area only for lawful activities relating to a summer youth program. Tenant shall not use the Subleased Area in a disreputable, 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 property, as it deems desirable, but, in no event, shall make a claim against the City for any losses. The Tenant shall not perform any acts on the Subleased Area that would generate noxious odors or annoying noises or cause environmental damage, degradation or liability. The term "environmental" is used in its broadest possible meaning and context. The Tenant shall keep the Subleased Area clean and presentable as well as in compliance with all laws, rules, regulations, codes and ordinances. Tenant shall maintain the Subleased Area in good condition and shall be responsible for any and all damages caused by its guests or invitees and their actions and omissions. The City hereby reserves and retains the right to use the Subleased Area for its purposes such as, but not limited to, the installation of lines, pumps, connections, stations and any and all similar or associated facilities such as, by way of example and not limitation, water, sewer, rights-of-way, electrical, cable, telephone and internet. The City will clean the Subleased Area one time prior to May 15, 2015 by removing desks, credenzas, chairs, files and other items as deemed appropriate by the City. The Tenant shall adhere to all conditions of the Primary Lease. 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 Subleased Area. Should Tenant violate this provision, then the Tenant The Tenant shall indemnify, defend, and hold the 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. Section 6. Quiet Enjoyment. Upon performing all covenants and obligations under this Agreement, the Tenant shall hold the Subleased Area free from disturbance. The Tenant shall supervise all participants and shall not allow any unlawful or unpermitted use of the Subleased Area. 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 Subleased Area to t he City free from sub tenancies and in the condition the Subleased Area are presently in, reasonable use and wear excepted. Any personal property or trade fixtures remaining on the Subleased Area 30 days after termination shall be deemed abandoned by the Tenant, and may be disposed of as City deems fit at the Tenant's expense. All personal property or fixtures located in the Subleased Area on the Commencement Date shall be redelivered in good condition with the Subleased Area. Section 8. Acceptance of Subleased Area. The Tenant acknowledges that 2 1 P a g e t h e City has made no representation or warranty that the Subleased Area are fit for the Tenant's intended use. The Tenant has inspected the Subleased Area, and the Tenant accepts the Subleased Area "as is". Section 9. Indemnification/Liability/Loss. The Tenant shall indemnify, defend and save the City harmless 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 Subleased Area and from the Tenant's negligent or wrongful activities thereon. Should claim be brought against the City or the City be made a party to any action relating to the Subleased Area, then the Tenant shall reimburse the City for all attorney's fees, costs and expenses incurred by the City in connection with the claim or action. The Tenant shall provide 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 combined single limit. The City's Insurance Officer shall have authority to make determinations with regard to insurance requirements including, but not limited to, sexual abuse insurance 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 Subleased Area or any portion thereof, without first obtaining the express written consent of the City acting through its City Commission which consent may be denied in the sole and exclusive discretion of the City. Section 11. Default. The City, at its option, may terminate this Agreement on 3 days' notice to the Tenant for any reason relating to default or convenience. In the event that the City terminates on the basis of default and it is determined that such default did not occur, then the termination shall be deemed to have been for convenience. Section 12. Destruction of Subleased Area. In the event that the Subleased Area or a portion thereof is destroyed or damaged by fire or other casualty, then the City may or may not elect to repair or rebuild the Subleased Area or may elect to terminate this Agreement. If the City elects to repair, this Agreement shall remain in force, and t h e City shall complete all repairs after such election. If the City elects to terminate this Agreement rather than to repair, the Tenant shall promptly surrender possession of the Subleased Area to the City and neither the City nor the Tenant shall have any remaining obligations hereunder, except any obligations owed by the Tenant that accrued before the casualty, which obligations Tenant shall forthwith settle. T he City shall not be liable for any damages, inconvenience, or annoyance to the Tenant resulting from any damage to the Subleased Area or from the repair or replacement thereof, and shall not be liable for any delay in restoring the Subleased Area unless arising from the City's negligent and legally cognizable action. If the Tenant's negligence or wrongful act or the negligence of the Tenant's agents, employees or invitees results in damage or destruction to the Subleased Area, 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 3 1 P a g e restoration. Section 13. Liability for Loss of Personal Property. All personal property placed or moved in the Subleased Area shall be at the risk of the Tenant. The City shall not be liable for any damage to person or to property occurring on the Subleased Area 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 Subleased Area without first obtaining the written consent of the City acting through its City Commission. Any alterations so approved by the City 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 Subleased Area or cause a reduction in fair market value of the Subleased Area. Section 15. Access to Subleased Area. In addition to the utility usage rights hereinbefore set forth, the City may enter the Subleased Area at any time for the protection or preservation of the Subleased Area. 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. The parties agree to waive trial by jury. The parties also agree to engage in non-binding mediation prior to the commencement of any law suit with the costs and fees resulting therefrom being borne equally by the parties. Section 17. Liens. The Tenant agrees to keep the Subleased Area free and clear of any lien or encumbrance of any kind whatsoever created, in any way whatsoever, by the Tenant's acts or omissions and the Tenant shall indemnify and defend the City against any claim or action brought to enforce any lien imposed on the Subleased Area because of the Tenant's negligent or wrongful act or omission or the wrongful act of omission of its agents, employees, officers, officials or clients. Except as specifically provided otherwise herein, the Tenant shall have 30 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 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 the City'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 4 Page given pursuant to this Agreement shall be in writing and shall be construed as properly given if mailed by United States Mail. It is agreed that notice so mailed shall be reasonable and effective upon the expiration of 3 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 Tenant: Expressly You School of the Arts, Inc. Maya Nathan, President 2170 Church Street Sanford, Florida 32771 For the City: City Manager 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 a gender shall likewise apply to the other gender and to the neuter; and any reference herein to the neuter shall refer likewise to either 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 Law/Venue. 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 the City or any successor -owner of the Subleased Area shall convey or otherwise dispose of the Subleased Area, all liabilities and obligations of the City, or any successor -owner of the City, to the Tenant under this Agreement shall terminate upon 5 1 P a g e 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 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. The City may accept such check or payment without prejudice to the City'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 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. Section 30. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same document. Section 31. Exhibits. Each exhibit, if any, referred to and attached to this Agreement is an essential part of this Agreement. The exhibits, if any, and any amendments or revisions thereto, even if not physically attached hereto, shall be treated as if they are part of this Agreement. The City shall determine the contents of this Agreement relative to exhibits. Section 32. Entire AgreementlBinding Effect. The text herein shall constitute the entire Agreement between the parties and may only be amended by means of a document of equal dignity herewith. This Agreement shall be binding upon and shall inure to the benefit of the parties and their heirs, executors, personal representatives and assigns. IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals on the date stated. SIGNATURE BLOCKS FOLLOW: 61 Page Attest: Cynthia Porter, City CI k Dated:.. -� The City Of Sanfo By: Jeff Triplett Mayor Approved as to form and legality for Use and reliance by the City of Sanford, Florida Attest/Witnesses: urer Tenant: Expressly You School of the Arts, Inc. t Maya Nkhan as President 71 Page Exhibit B ucn N� 00) { WO n 1! °rn'T m 1-110 260 260 SF rnli w 1 J N 2 U � J in ! V En (a � q n 1 N j O � O N Vf -+ 83 SF tet' r29 SF II N O m o W -* rn rn 1 rn a rn NOEnO N no w -n rn "r1��O —n 'n O i N '0, 0 O j --I rn o N 1 W T1 'n to .12 I n o w rn w o 191 5F 01 CAo O 0 n"!R " En — cn� cn0 ucn N� 00) { WO n 1! °rn'T m 1-110 260 260 SF rnli w 1 J N U � J O V En (a � q n Ln J O+ N V 1 N j O � O N Vf -+ 02-201A tet' r29 SF II m o rn �o W1 1 rn a rn no w N NO rn N '0, 0 O -nto rn o N 1 W 'n to rr�}�'' 191 5F CAo EOo cn� cn0 0 N W O rn m Z