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2483 Extension to and Restatement of Sanford Chamber of Commerce - 230 E 1st StEXTENSION TO AND RESTATEMENT OF SANFORD CHAMBER OF COMMERCE, INC./CITY OF SANFORD LEASE (230 EAST FIRST STREET/SANFORD INFORMATION CENTER) THIS EXTENSION TO AND RESTATEMENT OF SANFORD CHAMBER OF COMMERCE, INC /CITY OF SANFORD LEASE, (hereinafter "Extension" for the sake of simplicity) is entered into on this _12th_ day of _April , 2023, nunc pro tunc to the termination date of the Lease existing as to the Premises described below, between the Sanford Chamber of Commerce, Inc. (the "SCOC"), whose principal corporate address and mailing address is 230 First Street, Sanford, Florida 32771, a Not For Profit corporation of the State of Florida, and the City of Sanford, Florida, a municipality of the State of Florida (the "Landlord" or "City"), whose address is City Hall, 300 North Park Avenue, Sanford, Florida 32771. WHEREAS, parties to this Extension previously entered a Lease relating to the Premises herein described ("Original Agreement") and desire to extend the period of effectiveness of the Original Agreement nunc pro tunc to the date the Original Agreement expired: and WHEREAS, the parties to this Extension ratify and affirm all actions taken by the parties in the implementation of the Original Agreement and extend the term of the Original Agreement in accordance with its provisions and the SCOC has no claim of any type of nature against the City; and WHEREAS, the parties to this Extension hereby desire to restate the terms, conditions and provisions of the Original Agreement as set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals, and for the other good and valuable consideration, the receipt of which is acknowledged by execution of this Extension, the parties agree and understand as follows: 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 City leases to the SCOC and the SCOC leases from the City the Premises located in Seminole County, Florida, more particularly described as follows (the "Premises"): A portion of the Floor Allocation exclusive space and organized use of the Common Space of a City owned building upon Seminole County Tax Parcel Identification Number 25-19-30-5AG-0202-0020, as depicted in the attached Exhibit `A' which is incorporated herein by this reference thereto as if fully set forth herein verbatim, Sanford, located in Seminole County, Florida. (a). This Extension shall be for a term expiring on December 31, 2024; provided, however, that the parties agree that this Extension shall be automatically extended for additional one-year terms under the terms, conditions and provisions as set forth herein unless a party notifies the other party no less than 60 days prior to the date of expiration of a term that it desires to terminate this Extension. The City's City Manager shall have the authority to act for and on behalf of the City in that regard. (b). Upon termination, the SCOC shall yield and deliver possession of the Premises to the City at the termination of this Extension, 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 SCOC shall have the right at any time during said term, or any renewal or extension hereof to remove the SCOC's property therefrom as hereinbefore stated. If property is left on the Premises after that date, the City may, at its election, take possession and ownership of the property or remove the property at the expense of the SCOC. (c). Any City property that may require disposal as surplus property must be reported to the City before disposal can occur in order to follow the City's surplus disposal policies and procedures for proper disposition. SECTION 3. RENT/ANNUAL REPORT. (a). The SCOC shall pay to the City during the term of this Extension, an annual rent in the amount of $1.00 in advance, without demand, reduction or set-off (the "Rent"). (b). The SCOC shall also provide compensation to the City by timely providing an annual report to the City by October 1, 2023, and on the same date for any subsequent years, which annual report may be the provision of the prior year income tax return if approved by the City's City Manager. Such report shall be in a form and containing content that is acceptable to the City. Failure to provide an annual report in a timely manner shall constitute immediate cause to terminate this Extension. Additionally, in the sole discretion of the City, the City may require that the SCOC provide the City with such reports and audits as the City may require in its sole discretion. Additionally, the SCOC shall provide to the City an annual performance and activity report and a certified financial report. The submission of all Federal and State tax returns may be substituted for the certified financial report if approved by the City's City Manager. Failure to provide such documents as may be required shall constitute a breach of this Extension. SECTION 4. USE/CONDITIONS OF USE. (a). The SCOC the uses relating to the organization purposes a 21 Page sshall use and occupy the Premises only, solely and strictly for SCOC's "Statement of Public Purpose" and the SCOC's have been made known to the Landlord by the SCOC. The Sanford Information Center will be open Monday through Thursday from 10 AM to 5 PM, Friday and Saturday from 10 AM to 8 PM and Sunday from Noon to 5 PM except on the following holidays: New Year's Day, Memorial Day, Labor Day, Thanksgiving Day, Christmas Eve and Christmas Day. The SCOC 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 SCOC 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 SCOC shall not perform any acts on the Premises that would generate noxious odors or annoying noises. The SCOC 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 SCOC. The SCOC may authorize the use of the property by others for meetings, or events, of like nature which authorization must be requested at least 5 business days prior to the event and the City Manager, or designee, shall be notified of each request, the nature of the request and the decision on each request and shall have the right to comment on the decision. The SCOC shall use and occupy the Space Allocation as shown on the Exhibit only, solely and strictly for the uses relating to the SCOC's statement of purpose and the SCOC's organization purposes as have been made known to the City by the SCOC which include the mission of to advance the arts in Sanford and Seminole County, community -focused, and relationship -driven by specifically working to improve an environment that fosters healthy families and vital communities. SECTION 5. HAZARDOUS SUBSTANCES/WASTE. The SCOC 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 SCOC violate this provision, then the SCOC 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. The SCOC 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 SCOC 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 SCOC 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 Extension, the SCOC shall hold the Premises free from disturbance. The SCOC shall not use the Premises for any purpose except as specifically authorized herein without the express written consent of the City. The City shall not, however, be responsible, in any way, for the actions and activities of other SCOC s or any organizations or individuals using the Premises; provided, however, that 31Pa ;e the City shall retain the right at all times to enforce its rights under any agreement with any other SCOC. SECTION 7. REDELIVERY. The SCOC covenants that at the termination of this Extension, whether by expiration, default or otherwise, the SCOC shall promptly re -deliver the Premises to the City 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 3 days after termination shall be deemed abandoned by the SCOC and may be disposed of as the City deems fit at the SCOC'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; FLOOD PRONE AREAS; ASBESTOS; SOILS. The SCOC acknowledges that the City has made no representation or warranty that the Premises are fit for the SCOC's intended use. The SCOC has inspected the Premises, and the SCOC accepts the Premises "as is". Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present a health risk 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 Seminole County health unit. Likewise, the Premises may be subject to flooding, and it is the obligation of the respective grantee to ensure that they are satisfied with the condition of the Property to be conveyed to it in all respects. Also, the Parties recognize that the Premises may contain flood prone areas or asbestos and require mitigation or remediation. Also, soil conditions, the presence of mold and the presence of lead-based paints may affect the usability of property. Thus, it is incumbent upon the SCOC to evaluate any and all such matters. SECTION 9. INDEMNIFICATION/LIABILITY/LOSS. The City is protected by sovereign immunity. The SCOC hereby, however, agrees to indemnify, defend and save the City 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 SCOC's negligent and other activities thereon. Should claim be brought against the City or the City be made a party to any action relating to the Premises, then the SCOC shall reimburse the City for all attorney's fees, costs and expenses incurred by the City in connection with the claim or action. The SCOC 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 $1,000,000.00 combined single limit. The SCOC shall adhere to any and all reasonable insurance requirements of the City. SECTION 10. NO ASSIGNMENT WITHOUT CONSENT. The SCOC shall not assign this Extension or any of the SCOC's rights hereunder, nor sublet the Premises or any portion thereof, without first obtaining the written consent of the City. SECTION 11. DEFAULT/TERMINATION. The City, at its option, may terminate this Extension on 90 days' notice to the SCOC: (a) if any Rent due hereunder is not paid when due; or (b) if the Premises are abandoned by the SCOC 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 the SCOC has failed to cure a default in the performance of any other provision of this Extension or any rule or regulation set forth herein within 10 days after written notice thereof to the SCOC from the City, or if such default cannot be completely cured in such time, if the SCOC shall not promptly proceed in good faith to cure such default within said 10 days (which must be cured, in any event, within 30 days). In the event that the City elects to terminate this Extension, then, upon the expiration of the aforesaid 3 -day notice period, the SCOC shall remain liable for damages to the maximum extent provided herein or permitted by law. Additionally, with 90 days prior written notice to the SCOC, the City may terminate this Extension for the convenience of the City and without cause or any curative period. 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 City may or may not elect to repair or rebuild the Premises or to terminate this Extension. If the City elects to repair or rebuild, this Extension shall remain in force, and the City shall complete all repairs or rebuilding after such election. If the City elects to terminate this Extension rather than to repair or rebuild, the SCOC shall promptly surrender possession of the Premises to the City and neither the City nor the SCOC shall have any remaining obligations hereunder, except any obligations owed by the SCOC that accrued before the casualty, which obligations the SCOC shall forthwith settle. The City shall not be liable for any damages, inconvenience, or annoyance to the SCOC 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 the SCOC's negligence or other action, or the negligence or other action of the SCOC's agents, employees or invitees results in damage or destruction to the Premises, then notwithstanding any other provision of this Extension, the SCOC 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 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 SCOC. The City shall not be liable for any damage to person or to property occurring on the Premises or related to the SCOC's use thereof including, but not limited to, damages arising from the bursting or leaking of water pipes. SECTION 14. ALTERATIONS. The SCOC shall not make any alterations to the Premises without first obtaining the written consent of the City. 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 SCOL; (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 City, as determined by the City, upon the termination of this Extension. 5iPe 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 twice a week with an additional cleaning once a month when necessary for the "Alive After Five" event. More than twice a week cleaning may occur at the discretion of the City. 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 SCOC. 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 City will also be responsible for all costs associated with telephone, internet, and cable service as of the effective date of this agreement. The SCOC, 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 SCOC. The SCOC 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 SCOC shall be responsible for all added costs associated with telephone, internet and cable service beyond what is currently being provided. SECTION 16. ACCESS TO PREMISES. The City 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. 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 18. LIENS. The SCOC agrees to keep the Premises free and clear of any lien or encumbrance of any kind whatsoever created by SCOC's acts or omissions and the SCOC shall indemnify and defend, to the extent and limits permitted by law, the City against any claim or action brought to enforce any lien imposed on the Premises because of the SCOC's negligent act or omission. Except as specifically provided otherwise herein, the SCOC shall have 5 days after receiving notice of any such lien or encumbrance to have such removed. If the SCOC fails to have such removed within that time, the SCOC 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 61Page 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 20. NOTICES. (a). All notices or other communication required or permitted to be given pursuant to this Extension 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: As to the SCOC: Schneider, Ian 230 East First Street Sanford, Florida 32771 As to the City: Norton N. Bonaparte, Jr., ICMA-CM City Manager City of Sanford 300 North Park Avenue Sanford, Florida 32771 (b). The parties may change the contact person designated herein by providing timely written notice to the other party of the designated new contact person. SECTION 21. CONSTRUCTION. Whenever the context permits or requires the use of the singular in this Extension 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. It is mutually understood and agreed that nothing contained in this Extension 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 SCOC as the agent or representative of the City for any purpose of any manner whatsoever under the provisions of this Extension. SECTION 22. CAPTIONS. The captions to the provisions of this Extension are for convenience and reference only and in no way define, limit or describe the scope or intent 71P$ge of this Extension nor in any way effect the substance of this Extension. SECTION 23. APPLICABLE LAW/VENUE. (a). This Extension 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. (b). Without limiting the generality of the prior Subsection, the SCOC understands that Chapter 119, Florida Statutes, pertaining to public records shall be applicable to this Extension and acknowledges review of, and adherence to, the following provisions and disclosures from the City: (i)AF THE CONTRACTOR/THE SCOC HAS QUESTIONS REGARDING APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S (THE SCOC'S) DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, TRACI HOUCHIN, CMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FL 32771, TRACI.HOUCHIN@SANFORDFL.GOV. (ii). In order to comply with Section 119.0701, Florida Statutes, public records laws, the SCOC must: (A). Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. (B). 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. (C). Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (D). Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of the SCOC 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 81Paae must be provided to the City in a format that is compatible with the information technology systems of the City. (iii). If the SCOC does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Extension. (iv). Failure by the SCOC to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Extension by the City. The SCOC shall promptly provide the City with a copy of any request to inspect or copy public records in possession of the SCOC and shall promptly provide the City with a copy of the SCOC's response to each such request. SECTION 24. SURVIVABILITY. The parties agree that all of the SCOC's indemnities, representations and warranties made herein, shall, to the extent and limits permitted by law, survive the termination or expiration of this Extension and that the termination or expiration hereof shall not release the SCOL 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 Extension. No modification or change in this Extension 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 SCOC shall continue to fully indemnify, hold harmless and insure the City relative to any and all acts taken thereunder. SECTION 26. PARTIES BOUND. This Extension 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 City or any successor -owner of the Premises shall convey or otherwise dispose of the Premises, all liabilities and obligations of the City, or any successor -owner as the City, to the SCOC under this Extension shall terminate upon such conveyance or disposal and the giving of written notice thereof to the SCOC. SECTION 27. SEVERABILITY. If any provision of this Extension 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 SCOC or receipt by the 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 91page this Extension. SECTION 29. TIME PERIODS. Time is of the essence in this Extension. 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 30. RECORDING. This Extension 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 Extension hereby represent that they have the lawful authority to execute this Extension. IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals on the date stated. SIGNATURE BLOCKS FOLLOW: 101Pag Attest/Witnesses: Amarl4a Meadows, Secretary y Morton, Vice Chairman/Vice President Eliga Forte, Treasurer SANFORD CHAMBER OF COMMERCE, INC. By. Ian Schnei er, Chairman/President ACKNOWLEDGMENT This instrument was sworn to and subscribed before me by means of ❑ physical presence or ❑ online notarization, this�3 day of May, 2023, by Ian Schneider, Amanda Meadows, Jeremy Morton and Elisa Forte. They are [ ✓] personally known to me or � I produced as identification. Attest: 101 (Signature of Notary Public) Print Name`j—MOt HotAohin Notary Public, State of FI,ji a TRACI i10UCHIN Commission No.: My Commission Expir Expires August 24, 2025 oFFx.'D BondodThtuBudget NotwSuvkes LAN LO D/CITY OF SANFORD: Traci Houchin, MMC, FCRM �,�>`;, ':A�t;Woodruff City Clerk a .rtes °Mayor Approved as to form and legality' �.. William L. Colbert City Attorney 11�Pae