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777 Seminole Cultural Arts Council, Inc.C� tCU° - www.sanfordfl.eov MAILING ADDRESS CITY OF SANFORD POST OFFICE BOX 1788 SANFORD FL 32772 -1788 OFFICE OF THE CITY MANAGER October 27, 2010 �: � PHYSICAL ADDRESS CITY HALL 300 NORTH PARK AVENUE SANFORD FL 32771 -1244 TELEPHONE 407.688.5001 FACSIMILE 407.688.5002 CITY COMMISSION LINDA KUHN MAYOR ART WOODRUFF DISTRICT 1 VELMA H. WILLIAMS DISTRICT 2 RANDY.IONES DISTRICT 3 PATTY MAHANY DISTRICT 4 TOM GEORGE CITY MANAGER Kathryn Townsend Purchasing Supervisor Financial Services Seminole County Sheriff 100 Bush Boulevard Sanford, FL 32773 Dear Ms. Townsend: Enclosed please find one original of the Seminole Cultural Arts Council, Inc. /City of Sanford Lease Agreement, executed by the City of Sanford. Please return a copy of the fully executed agreement to us once completed. If you have any questions, please contact me at 407.688.5008. Thank you. Sincerely, Tom George Interim City Manager Enclosure 7 4 91&94 ol rd SEMINOLE CULTURAL ARTS COUNCIL, INC. /CITY OF SANFORD LEASE AGREEMENT TIT 6i This Lease Agreement (Agreement) is entered into as of 2010 (Commencement Date), between the Seminole Cultural Arts Council, Inc. (Tenant) and the City of Sanford, Florida (Landlord). WITNESSETH. SECTION 1. PREMISES. Subject to the terms hereof, and to zoning and restrictions of record, and in consideration of the mutual benefits 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 "): Approximately 1 5 - 5 - square feet of the first floor offices located at 230 E. First Street, Sanford, located in Seminole County, Florida, as depicted in the attached exhibit which is incorporated herein by this reference thereto as if fully set forth herein verbatim. SECTION 2. TERM. This Agreement shall be for a term commencing upon the Commencement Date and expiring December 31, 2011; provided, however, that the parties may extend this Agreement for an additional one -year term or additional one -year terms under said terms, conditions and provisions as may be mutually agreed by the parties. SECTION 3. RENT. The Tenant shall pay to the Landlord during the term of this Agreement, an annual Rent in the amount of ONE DOLLAR in advance, without demand, reduction or set -off (the "Rent "). The Tenant shall also provide rent to the Landlord by timely providing a quarterly report to the Landlord on April 15, July 15, October 15 and January 15 of each year commencing on April 15, 2011. Such report shall be in a form and containing content that is acceptable to the Landlord. Failure to provide an annual report in a timely manner shall constitute immediate cause to terminate this Agreement. 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 in its sole discretion. SECTION 4. USE. The Tenant shall use and occupy the Premises only, solely and strictly for office space and general office uses. 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 shall be responsible for SCAC Lease- Page 1/ 6 any and all maintenance relating to the Premises except for the following: the Landlord shall, twice each week, clean the common areas identified as B, L, N, O, R and restrooms J and I which cleaning shall only include vacuuming carpets, cleaning and restocking bathrooms, cleaning front door glass, mopping the floors in the bathroom and kitchen), emptying trash, supplying telephone and data lines, providing mechanical and structural repairs not caused by a tenant, utility and solid waste charges, and shampooing carpets on a quarterly basis. 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 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. SECTION 6. QUIET ENJOYMENT. Upon paying the Rent and performing all other covenants and obligations under this Agreement, 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; 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. REDELIVERv. The Tenant covenants that at the termination of this Agreement, whether by expiration, default or otherwise, the Tenant shall promptly re- deliver the Premises to the Landlord free from subtenancies and in the condition the Premises are presently in, reasonable use and wear excepted. Any personal property or trade fixtures remaining on the Premises three days after termination shall be deemed abandoned by 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. 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 ". SECTION 9. INDEMNIFICATION/LIABILITv/LOSS. The Landlord is protected by sovereign immunity. The Tenant shall 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 SCAC Lease* Page 2/ 6 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. SECTION 10. No ASSIGNMENT WITHOUT CONSENT. The Tenant shall not assign this Agreement 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. DEFAULT/TERMINATION. The Landlord, at its option, may terminate this Agreement on 3 days' notice to the Tenant: (a) if any Rent due hereunder is not paid when due; or (b) if the Premises are abandoned by the Tenant 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 Tenant has failed to cure a default in the performance of any other provision of this Agreement or any rule or regulation set forth herein within 10 days after written notice thereof to the Tenant from the Landlord, or if such default cannot be completely cured in such time, if the Tenant 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 Landlord elects to terminate this Agreement, then, upon the expiration of the aforesaid 3 -day notice period, the Tenant shall remain liable for damages to the maximum extent provided herein or permitted by law. Additionally, with 30 days prior written notice to the Tenant, the Landlord may terminate this Agreement for the convenience of the Landlord 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 Landlord may or may not elect to repair or rebuild the Premises or to terminate this Agreement. If the Landlord elects to repair or rebuild, this Agreement shall remain in force, and the Landlord shall complete all repairs or rebuilding after such election. If the Landlord elects to terminate this Agreement 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 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 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 SCAC Lease- Page 316 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 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. SECTION 15. ACCESS TO PREMISES. The Landlord may enter the Premises at any time for the protection or preservation of the Premises. 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. SECTION 17. 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 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 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 19. NOTICES. All notices or other communication required or permitted to be given pursuant to this Agreement shall be in writing and shall be construed as properly given if 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: SCAC Lease* Page 4/ 6 Seminole Cultural Arts Council, Inc. City Manager 754 Fleet Financial Court City of Sanford Suite 300 300 N. Park Avenue Longwood, Florida 32750 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 one gender shall likewise apply to the other gender and to the neuter; and any reference herein to the neuter shall refer likewise to one or both genders. Any reference herein to a person shall include trusts, partnerships, corporations, and other entity, as appropriate. SECTION 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 LAwNENUE. 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. MERCER. 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 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 Agreement shall terminate upon such conveyance or disposal and the giving of written notice thereof to the Tenant. SECTION 26. SEVERABILITV. 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 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 SCAC Lease* Page 5/ 6 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 Agreement. SECTION 28 TIME PERIODS. Time is of the essence in this Agreement. Any reference herein to time periods of less than six days shall exclude Saturdays, Sundays and legal holidays; and any time period provided for herein that ends on a Saturday, Sunday or legal holiday shall extend to 5:00 PM of the next full business day. SECTION 29 RECORDING. This Agreement shall not be recorded in the Land Records of Seminole County. IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals on the date stated. eminole C tural Arts Council, Inc. 4� Beverly Winesburgh, Corporate Officer Date: Seminole Cultural Arts Council, Inc. Toni Strassman, Co porate Officer Date: l t TENANT: J )�� - Seminole Cultural Arts Council, Inc. Suzanne Lafatta, Corporate Officer Date:, Z �/e i ole Cu tural Arts Council, Inc. Nell Gyenes, Corporate Officer Date: Seminole Cultural Arts Council, Inc. Steven L. Nelson, Corporate Officer Date: Attest: c&A - &L6k� J et R. Dougherty City Clerk LANDLORD: Linda hn Mayor, ity of Sanford, Florida Annroved.ag to form: ream L. Colbe ' W Attorney o,� JI�C/l SCAC Lease* Page 6/ 6