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075 Creative Sanford 2011Oift-1877-x °r CITY MANAGER'S OFFICE r;r7 T"RANSMI7TAL MEMORANDUM L:IJ To: City Clerk RE: Request for Services p The item(s) noted below is /are attached and forwarded to your office for the following action(s): ❑ Ordinance ❑ Resolution ® Lease Agreement Between Creative Sanford, Inc. and the City of Sanford ❑ Mayor's signature ❑ Recording ❑ Rendering ® Safe keeping /records retention Once completed, please: ❑ Return original ❑ Return copy Special Instructions: Please advise if you have any questions regarding the above. Thank you! From: Debbie Simmons, City Manager's Office Date: 02/08/2011 r - LEASE AGREEMENT BETWEEN CREATIVE SANFORD, INC. AND THE CITY OF SANFORD --------------------------------------------------------------------------------------------------------------------------- - - - - -- -------------------------------------- This Lease Agreement (Agreement) is entered into as of this � day of LU !� NuA 2011 (Commencement Date), between the Creative t:; rN Sanford, Inc. (the "Tenant "), whose address is 230 East First Street, Sanford, Florida 32771; and the City of Sanford, Florida, whose address is 300 North Park Avenue, Sanford, Florida 32771 (the "Landlord ") WI TNESSETH: 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 331 square feet of the first floor offices located at 230 East First Street, Sanford, located in Seminole County, Florida, as depicted as Area "M" in Exhibit "A" attached hereto and incorporated herein by this reference thereto. 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 term or additional terms under said terms, conditions and provisions as may be mutually agreed by the parties. 11 Page Section 3. Rent. (a). The Tenant shall pay to the Landlord during the term of this Agreement, an annual Rent in the amount of one dollar ($1.00) in advance, without demand, reduction or set -off (the "Rent "). (b). In addition to payment of the Rent, the Tenant shall be obligated to perform the activities, programs and projects set forth in this Agreement to the satisfaction of the Landlord and report on such activities, programs and projects as set forth in this Agreement and as otherwise directed by the Landlord. Section 4. Use. (a). The Tenant shall use and occupy the Premises only for activities, projects and programs involving and supporting the economic and social development of the City of Sanford including a variety of volunteer based activities. These activities, projects and programs shall include, but not be necessarily limited to, the following: (1). Office and administrative activities; (2). Community and committee meetings; (3). Implementation of the Celery Soup Project; (4). The "Tea and Tell" Program; (5). Implementation of artistic endeavors and administration of performances occurring at venues throughout the City of Sanford; (6). Promotion and marketing of a vibrant and artistically appealing Downtown Sanford; (7). Diverse volunteer -based activities, projects and programs; 21Page (8). Such other activities, projects and programs as may be coordinated with the City of Sanford's economic, cultural arts, eco- tourism, performing arts and tourist development personnel. (b). 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 not perform any acts on the Premises that would generate noxious odors or annoying noises. (c). 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. (d). The Tenant shall provide the Landlord with an annual report of the activities of the Tenant on or before January 31 of each year commencing on January 31, 2011; provided, however, that the Landlord shall have the right to require intermittent reports from the Tenant for specific purposes from time -to- time in order to ensure that the citizens of the City of Sanford are receiving appropriate benefits and that all activities, projects and programs serve a public purpose. (e). The Tenant shall provide the Landlord with a certified copy of its annual financial and fiscal audit in a timely manner. (f). The Landlord reserves the right to require the Tenant to accomplish a performance audit of its activities, projects and programs when it determines that such audit would be in the public interest. 31Pa2e (g). The Tenant and the Landlord shall enter memoranda of understanding from time -to -time to address performance standards and measures relative to the activities, projects and programs of the Tenant with regard to the use of the Premises. Section 6. 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 the 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. Section 7. Redelivery. (a). 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. (b). 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 41Pa(Y e 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. (a). The Tenant acknowledges that the Landlord has made no representation or warranty that the Premises are fit for Tenant's intended use. The Tenant acknowledges that it has inspected the Premises, and the Tenant accepts the Premises "as is ". (b). The Landlord shall provide electric, internet, water and sewer services to the Premises. Section 9. Indemnification /Liability /Loss. (a). The Landlord is protected by sovereign immunity. The Tenant shall indemnify, defend and save the Landlord harmless, to the extent and limits of Section 768.28, Florida Statutes, 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 any other activities thereon. (b). Should any claim or assertion 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. (c). The Tenant shall provide premises and property liability insurance acceptable to the Landlord and naming the Landlord as an additional insured 51Page (and provide proof thereof) with coverage limits in an amount of no less than $1,000,000.00 combined single limit together with such other insurance as the Landlord may require from time -to -time. 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 the Landlord. Section 11. Default. (a). The Landlord, at its option, may terminate this Agreement on three days' notice to the Tenant: (1). if any Rent due hereunder is not paid when due; or (2). 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 (3). if the Premises are used for some purpose other than the use authorized herein; or (4). if the Tenant shall have 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, or shall not complete the curing of such default with due diligence. (b). In the event that the Landlord elects to terminate this Agreement, then, upon the expiration of the aforesaid three day notice period, the Tenant 61Page shall remain liable for damages to the maximum extent provided herein or permitted by law. Section 12. Destruction of Premises. (a). 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. (b). 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. (c). 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. (d). 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 the negligence 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 7 1Page available insurance proceeds therefore, and Rent shall not abate during the period of repair or restoration. Section 13. Liability for Loss of Personal Property. (a). All personal property placed or moved in the Premises shall be at the risk of the Tenant. (b). The 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. Section 14. Alterations. (a). The Tenant shall not make any alterations to the Premises without first obtaining the written consent of the Landlord. (b). Any alterations so approved by the Landlord shall: (1). be made in a good and workmanlike manner; (2). be paid for in full by the Tenant; (3). be made with materials of comparable or better quality than are already in place; and (4). 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. 81Page 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. (a). The Tenant agrees to keep the Premises free and clear of any lien or encumbrance of any kind whatsoever created by the 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. (b). Except as specifically provided otherwise herein, the Tenant shall have 10 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. (a). 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. (b). 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. 91Page (c). 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. (a). 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. (b). 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. (c). For purposes of notice, the addresses of the parties shall be the address as follows: As to the Tenant: Creative Sanford, Inc. 230 East First Street Sanford, Florida 32771 As to the Landlord: City Manager City of Sanford 300 North Park Avenue Sanford, Florida 32771 (d). The parties may change the address for notice by providing notice of the change pursuant to the provisions of this Agreement. Section 20. Construction. 101Page (a). 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. (b). 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 affect 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. The Tenant, however, covenants not to sue the Landlord. 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. 111 Page 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 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. 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 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 121P age 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, but shall be a public record and recorded in the official records of the City of Sanford as maintained by the City Clerk of the City. IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals on the date stated. TENANT: Creative Sanford, Inc. �Ci'�'�ih/ / Trish Thompson, President Linda Hollerbach, Treasurer Scott Whitney, Interim Secretary ACKNOWLEDGEMENT: STATE OF FLORIDA ) COUNTY OF SEMINOLE ) 13 yage Witnesses: Hereby Certify that on this day, before me, an officer duly authorized to administer oaths and take acknowledgments, personally appeared Trish Thompson, and she acknowledged executing the same in the presence of subscribing witnesses freely and voluntarily and she is personally known to me or provided as identification. Witness my hand and official seal in the County and State last aforesaid �2uRrL r this oE day of q, 2 11. Notary Public; State of Florida Attest: 9 5J ane o u g e — rt y y Clerk Jeff Trip LANDLORD: City Commission of t e City of Sanford, Florid For use and reliance of the Sanford City Commission only. Approved as to form and legality. William L. Colbert, City Attorney 141Page ok O 29 co 0 cc 0 0 ID LL ii 0 i i L O I O LL I — � 0 I O w_ O • lJ I -I--� I N L ^W^,, -1-a A-a C/) O E 4-a O � ^\1 (n C O CY) 0 � c, 0 � _ y L MAW Liu C: 9 -E 11 co EOR N ai O O 0 ( N O J j l z C i I?i 12 1� 1� 1 1� I 9 Z3 29 co 0 cc 0 0 ID LL ii 0 i i L O I O LL I — � 0 I O w_ O • lJ I -I--� I N L ^W^,, -1-a A-a C/) O E 4-a O � ^\1 (n C O CY) 0 � c, 0 � _ y L MAW Liu C: 9 -E 11 co EOR N ai O O 0 ( N O J