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L-93 Lease Agreement - Sanford Main Street, COS - Sanford Info CenterSANFORD MAIN STREET, INC./CITY OF SANFORD LEASE/SANFORD INFORMATION CENTER This Lease is entered into as of 2020 (Commencement Date), between Sanford Main Street, Inc. (the "Tenant"), whose address is 111 South Magnolia Avenue, Sanford Florida 32771, a non-profit corporation of the State of Florida, and the City of Sanford, Florida, a municipality of the State of Florida (the "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, rents, covenants, agreements 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"): 230 East First Street, Sanford, located in Seminole County, Florida, as depicted in the attached Exhibit 1" to this Lease which is incorporated herein as a material part of this Lease. The Premises is commonly known as the Sanford Information Center. SECTION 2. TERM/RETURN OF PREMISES. This Lease shall be for a term commencing upon the Commencement Date and expiring December 31, 2021; provided, however, that the parties may extend this Lease for additional one-year terms under said terms, conditions and provisions as may be mutually agreed upon by the parties. The Landlord's City Manager shall have the authority to act for and on behalf of the Landlord in that regard. The Tenant shall yield and deliver possession of the Premises to the Landlord at the termination of this Lease, by expiration of time or otherwise, or of any renewal or extension hereof, in good condition, excepting only reasonable wear and tear, fire or other casualty and the Tenant shall have the right at any time during said term, or any renewal or extension hereof to remove the Tenant's property therefrom as hereinbefore stated. If property is left on the Premises after that date, the Landlord may, at its election, take possession and ownership of the property or remove the property at the expense of the Tenant. SECTION 3. RENT; REPORTS. (a). The Tenant shall pay to the Landlord during the term of this Lease, rent by providing certain operations at the Premises which promote tourism, marketing and the economic activities of the downtown restaurants and other merchants, as well as general economic activity within the downtown area of the City of Sanford. With regard to visitors, the Tenant shall a friendly and genuine welcome to first time and repeat visitors, those interested in the history and architecture of the City, persons considering becoming a resident or business operator within the City as well as those persons simply looking for dining and entertainment opportunities. The focus will be on making a great first impression and showcasing the unique character of the City of Sanford. With regard to prospective or existing merchants or businesspersons, the Tenant shall provide specific and personalized help understanding and maneuvering through City of Sanford's and the City of Sanford's Community Redevelopment Agency (CRA) economic and redevelopment programs and requirements. The Tenant shall assemble and communicate to appropriate persons a wide array of contacts, opportunities, trends and business climate with a focus on promoting new business and economic development by providing a facility, information and resources to help small businesspersons navigate the complexities of establishing and maintaining a successful commercial enterprise. (b)- At a minimum, the Tenant shall provide competent staff at the Premises to provide all of the services enumerated in Subsection (a), during the following days and hours: (1). Monday through Thursday: 10:00 AM — 5:00 PM. (2). Friday and Saturday: 10:00 AM — 8:00 PM. (3). Sunday: Noon- 5:00 PM. (c). The Tenant shall also provide compensation to the Landlord by timely providing a quarterly activities and performance report to the Landlord on January 1, 2021, April 1, 2012 and Julyl, 2012. Such report shall be in a form and containing content that is acceptable to the Landlord, but shall include the efforts and successes of the Tenant's seeking and attaining funding for its operations from sources other than the City of Sanford and the CRA. This report shall become an annual report on Octoberl, 2021 and will be due on the same date in subsequent years. The Tenant shall provide to the Landlord a certified financial report by May 1, 2021 and on the same date for subsequent years. The submission of all Federal and State tax returns may be substituted for the certified financial report if approved by the Landlord's City Manager. 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. Failure to provide any such documents as may be required in this section shall constitute breach of this agreement. During the review of each report, an evaluation shall be made as to the funding sources of the Tenant. SECTION 4. USE/CONDITIONS OF USE. The Tenant shall use and occupy the Premises only, solely and strictly for the uses set forth in this Agreement and in accordance with the Tenants written "Mission and Statement of Public Purpose" submitted to the Landlord. 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, but, in no event, shall make a claim against the Landlord for any losses. The Tenant shall not perform any acts on the Premises that would generate noxious odors or annoying noises. The Tenant covenants and agrees to adhere to and comply with any and all laws, rules and regulations relating to the prohibition against discriminating again any person. All sales or use taxes from time to time levied by lawful authority shall be paid by and the responsibility of the Tenant. The Tenant may authorize the use of the Premises by others for meetings, rentals or events, of like nature with the approval of the Landlord, which authorization must be requested at least 5 business days prior to the event The Landlord's City Manager, or designee, shall be notified of each request, the nature of the request and the decision on each request and the Landlord's City Manager shall have the right to comment on or disapprove the decision of the Tenant. SECTION 6. HAZARDOUS SUBSTANCES/WASTE. The Tenant shall not use, store, generate, dispose of, release or otherwise handle or possess any hazardous substance or any obnoxious odors or smokes or noxious gases or vapors 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 all other obligations and expenses arising directly or indirectly from such violation. The Tenant shall not commit an unlawful nuisance, waste or injury on the Premises and shall not do or permit to be done anything which may result in the creation or commission or maintenance of such nuisance, waste or injury on the Premises. The Tenant shall not do or permit to be done anything which may interfere with the effectiveness or accessibility of the drainage and sewage system, fire protection system, sprinkler system, alarm system, fire hydrants and hoses, if any are installed or located on or in the Premises. The Tenant shall not overload any floor or paved area on the Premises and shall repair any floor, including supporting members and any paved area damaged by overloading. SECTION 6. QUIET ENJOYMENT. Upon paying the Rent and performing all other covenants and obligations under this Lease, 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. The Landlord shall not, however, be responsible, in any way, for the actions and activities of other tenants or any organizations or individuals using the Premises; provided, however, that the Landlord shall retain the right at all times to enforce its rights under any agreement with any other tenant. SECTION 7. REDELIVERY. The Tenant covenants that at the termination of this Lease, whether by expiration, default or otherwise, the Tenant shall promptly re -deliver the Premises to the Landlord free from sub -tenancies 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 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. SECTION 8. ACCEPTANCE OF PREMISES/RADON GAS. 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" and "where is" in every respect. Radon gas is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed Federal and State guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from the County's public health unit. SECTION 9. INDEMNIFICATION/LIABILITY/LOSS. The Landlord is protected by sovereign immunity. The Tenant hereby, however, agrees to 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. The Tenant shall provide premises and property liability insurance acceptable to the Landlord and naming the Landlord 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. The Tenant shall adhere to any and all reasonable insurance requirements of the Landlord. SECTION 10. NO ASSIGNMENT WITHOUT CONSENT. The Tenant shall not assign this Lease 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. DEFAULTITERMINATION. The Landlord, at its option, may terminate this Lease with 30 days' notice to the Tenant for the convenience of the Landlord and without cause or any curative period and such termination may be with cause if so stated by the Landlord, but need not be for cause. 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 the Landlord may or may not elect to repair or rebuild the Premises or to terminate this Lease. If the Landlord elects to repair or rebuild, this Lease shall remain in force, and the Landlord shall complete all repairs or rebuilding after such election. If the Landlord elects to terminate this Lease 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. 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. 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 Lease, the Tenant shall be obligated to pay the cost or repair, replacement or restoration that exceeds any available 41 P a g e Z:1 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 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. The Tenant does not waive sovereign immunity to any extent or in any manner whatsoever. 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. All alterations shall either be removed/restored or left in the possession of the Landlord, as determined by the Landlord, upon the termination of this Agreement. SECTION 15. MAINTENANCE/UTILITIES. The Landlord shall pay costs relating to the cleaning of the Premises (including -floors, carpets and restrooms) as well as for all restroom supplies and any security systems. Cleaning will occur on a schedule as determined by the Landlord. The Landlord will be responsible for structural repairs or replacements, including the roof and HVAC system (including replacing HVAC system filters), when not resulting from the actions of the Tenant. The Landlord shall be responsible for the cost of utilities including -water, sewer, electric and solid waste as well as base charges relating thereto. The Tenant, at its expense, shall maintain in a good and safe condition the interior of all buildings and structures hereafter placed on the Premises and shall be responsible for routine repairs and maintenance including replacing lightbulbs. The Premises shall at all times be clean and painted so as to present an attractive appearance, all at the sole cost and expense of the Tenant. The Tenant shall maintain the Premises (to include, but not to be limited to, all exterior features of buildings and landscaping and mowing) in a clean and neat condition and shall not accumulate or permit the accumulation of any trash, refuse, or debris or of anything that is unsightly, or which creates a fire hazard or nuisance or causes inconveniences to adjoining properties. The Tenant shall be responsible for all costs associated with telephone, internet and cable service. SECTION 16. ACCESS TO PREMISES. The Landlord may enter the Premises at any time for the protection or preservation of the Premises; provided, however, that normal inspections of the Premises shall occur during normal business hours. SECTION 17. 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 5 1 P a e non -prevailing party. SECTION 18. 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 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 19. 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. SECTION 20. NOTICES. All notices or other communication required or permitted to be given pursuant to this Lease 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: For the Landlord: Norton N. Bonaparte, Jr., ICMA-CM City Manager City of Sanford City Hall 300 North Park Avenue Sanford, Florida 32771 For the Tenant: Christina Hollerbach 111 South Magnolia Avenue Sanford, Florida 32771 SECTION 21. CONSTRUCTION. Whenever the context permits or requires the use of the singular in this Lease shall include the plural and the plural shall include the 61 P age 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. It is mutually understood and agreed that nothing contained in this Lease is intended or shall be construed as in any wise creating or establishing the relationship of co-partners between the parties hereto or as constituting the Tenant as the agent or representative of the Landlord for any purpose of any manner whatsoever under the provisions of this Lease. SECTION 22. CAPTIONS. The captions to the provisions of this Lease are for convenience and reference only and in no way define, limit or describe the scope or intent of this Lease nor in any way effect the substance of this Lease. SECTION 23. APPLICABLE LAW/PUBLIC RECORDSNENUE. (a). This Lease shall be governed by and construed in accordance with the laws of the State of Florida. (b). In order to comply with Section 119.0701, Florida Statutes, public records laws, the Tenant must: (1). Keep and maintain public records that ordinarily and necessarily would be required by the City. (2). Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. (3). Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (4). Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of the Tenant upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. If the Tenant does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. Failure by the Tenant to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. The Tenant shall promptly provide the City with a copy of any request to inspect or copy public records in possession of the Tenant and shall promptly provide the City with a copy of the Tenant's response to each such request. 7 1 P a e IF THE TENANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE TENANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, TRACI HOUCHIN, MMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, TRACI. HOUCHIN@SANFORDFL.GOV. (c). Venue shall be in the Eighteenth Judicial Circuit Court in and for Seminole County, Florida SECTION 24. 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 Lease and that the termination or expiration hereof shall not release the Tenant from any accrued, unfulfilled or unsatisfied liabilities or obligations. SECTION 25. 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; prior, however, that the Tenant shall continue to fully indemnify, hold harmless and insure the Landlord relative to any and all acts taken thereunder. SECTION 26. PARTIES BOUND. This Lease 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 Lease shall terminate upon such conveyance or disposal and the giving of written notice thereof to the Tenant. SECTION 27. SEVERABILITY. If any provision of this Lease 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 28. 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 Lease. 81 Page SECTION 29. TIME PERIODS. Time is of the essence in this Lease. 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 30. RECORDING. This shall not be recorded in the Land Records of Seminole County but shall be recorded with the City Clerk of the City of Sanford as a public record. SECTION 31. AUTHORITY OF SIGNATORIES. The signatories to this Lease hereby represent that they have the lawful authority to execute this Lease. IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals on the date stated. SIGNATURE BLOCKS FOLLOW: 9 1 P a ge Z11 A TTES T.' TENANT: SANFORD MAIN STREET, INC. By: MaWMos k6witz Chris I6"—a Hall efb a ch Secretary President ACKNOWLEDGMENT STATE OF FLORIDA IE COUNTY OF SEMINOLE I HEREBY CERTIFY that on this day, before me, an officer duly authorized to administer oaths and take acknowledgments, personally appeared Christina Hollerbach and she acknowledged executing the same in the presence of the secretary of the entity freely and voluntarily and she is personally known to me or provided the following indemnification. WITNESS my hand and official seal in the County and State last aforesaid this,43 A day of -S 1 2020. JULIE A. HEBERT Commission # GG 352612 Expires July 8, 2023 Bonded Ttvu Troy Fain Insurance 800-365-7019 A Traci Houchin, MMC, FCRM Approved as to form and legal) lliam L. Colbert, City Attorney 1 A,4 -"u N&a—ry —Public; State of Florida Print Name-r,I� ,e k LANDLORD: 101Page c�