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HomeMy WebLinkAboutO-1831ORDINANCE NO. 1831 AN ORDINANCE TO AMEND ORDIN ANCE NO. 1820 SECTION 5. COVENANTS: C) OF LEASE AGREEMENT WITH HOPE COMMUNITY BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF FAIRH OPE , ALABAMA, AS FOLLOWS : Section 1. The Lease Agreement between the City of Fairhope and Hope Community is hereby amended to reflect the following addi ti on: Section 5. Covenants: c) TENANT shall not assign, su bl ease , underlet , part wi th the possession of or transfer th e Premises or any part thereof or any interest therein or permit or suffer any arrangement or transaction whereby any person , entity or vendor who is not a party to this Lease Agreement obtains the use, possession, occupation or enjoyment of the Premises or any part thereof irrespective of wheth er any rental or other consideration is given therefor. The Lease Agreement created hereby shall be personal to the entity named in this lease only . Notwi th standing the terms and conditions of this provision , the Tenant may sublease certain portions of the property only with the express written consent of the Governing Body of the City of Fairhope . Severability . The sections , paragraphs , sentences , clauses and phrases of this ordinance are severabl e, and if any phrase, clause , sentence, paragraph or section of this ordinance shall be declared unconstitutional by a court of competent jurisdiction, then such ruling shall not affect any other paragraphs and sections , since the same wou ld have been enacted by the municipality council without the incorporation of any such unconstitutional phrase , clause , sentence , paragraph or sect ion. Effective Date . This ordinance shall take effect upon its due adoption and pub lication as required by law. ADOPTED THIS 14TH DAY OF APRIL, 2025 ~~ ~ 1 President ATTEST: ADOPTED THIS 14TH LEASE AGREEMENT 1. PARTIES: This Lease Agreement (this "LEASE") is made and entered to be effective as of January 27, 2025, by and between the CITY OF FAIRHOPE, an Alabama municipal corporation ("LESSOR"), and HOPE COMMUNITY, an Alabama non-profit corporation ("TENANT"). 2. TERM OF LEASE: This LEASE shall commence on February 5, 2025, and shall run for an initial term of five (5) years therefrom (the "TERM"). 3. PREMISES: LESSOR hereby leases to TENANT the premises as described and depicted on the attached Exhibit A , containing 12.74 acres, more or less (hereinafter, the "PREMISES"), located at the intersection of Twin Beech and South Section Street, Fairhope, Alabama 36532. 4 . RENT : The annual rent shall be One Dollar ($1.00) per year. 5. COVENANTS : a) TENANT agrees to pay said rent in full (Five dollars) for the TERM of this LEASE at the commencement of the TERM. b) TENANT agrees to use and occupy the PREMISES for the purpose of carrying on as a community center, cultural center, teaching farm and kitchen, gardens and walking trails, administrative offices and generally a business that nurtures unity, relationships through food, healing and education, and for no other object or purpose without the written consent of the LESSOR . c) TENANT shall not assign, sublease, underlet, part with the possession of or transfer the Premises or any part thereof or any interest therein or permit or suffer any arrangement or transaction whereby any person, entity or vendor who is not a party to this Lease Agreement obtains the use, possession, occupation or enjoyment of the Premises or any part thereof irrespective of whether any rental or other consideration is given therefor. The Lease Agreement created hereby shall be personal to the entity named in this lease only. Notwithstanding the terms and conditions of this provision, the Tenant may sublease certain portions of the property only with the express written consent of the Governing Body of the City of Fairhope . d} TENANT shall at all times keep the PREMISES in a reasonably neat, orderly and sanitary condition and shall keep the entryways adjoining the PREMISES reasonably clean and free from rubbish and dirt. TENANT will not make or suffer any waste of the PREMISES or permit anything to be done in or upon the PREMISES creating a nuisance thereon, and TENANT further agrees to permit the LESSOR or its agents at all reasonable times to enter upon the PREMISES for examining or showing the same to prospective customers of LESSOR . [TENANT shall be responsible for the cost of initial landscaping installation . Said initial landscaping plans and installation shall be coordinated with City staff.] The TENANT further covenants and agrees to keep the grounds and exterior area adjoining the PREMISES in a reasonably clean and sanitary condition and shall conduct routine lawn maintenance on the PREMISES and be responsible for landscaping as part of the course of routine maintenance . e) TENANT agrees that the PREMISES shall revert back to the LESSOR if the Tenant violates any term and/or condition of this agreement, declares Bankruptcy, becomes insolvent or otherwise ceases to carry out the purpose of carrying on as a community center, cultural center, teaching farm and kitchen, gardens and walking trails, administrative offices and generally a business that nurtures unity, relationships through food , healing and education. Any reversion determination pursuant to this paragraph shall be at the sole discretion of the Governing Body of the City of Fairhope. If reversion occurs, TENANT shall be refunded its prorated lease payment only. f) TENANT agrees to surrender possession of the PREMISES upon termination of this LEASE (or any extension hereof) in as good condition as when received, reasonable wear and tear excepted. Upon surrender or termination, all attached trade fixtures and other attached furniture , fixtures and equipment shall become the property of the LESSOR . If, during the TERM of this LEASE, or any renewal or extension thereof, the PREMISES shall partially be damaged by fire or other casualty, the same shall be repaired with all proper speed at the expense of the LESSOR unless the LESSOR and TENANT shall mutually agree in writing within sixty (60) days after such damage to terminate this LEASE. However, during the TERM of this LEASE , or any renewal or extension thereof, should the PREMISES be damaged by fire or casualty so that the PREMISES are rendered totally unfit for occupancy and cannot be restored within 120 days, then at the option of either the LESSOR or TENANT, this LEASE may be terminated from the date of such damage by either party giving written notice to the other party of such cancellation within sixty (60) days following such damage; and upon such termination, TENANT shall immediately surrender the PREMISES to LESSOR who may enter and repossess the PREMISES . In the event during the TERM of this LEASE, or any renewal or extension thereof, the PREMISES shall be rendered unfit for occupancy but can be restored within 120 days , then LESSOR, at LESSOR's expense, shall promptly restore the PREMISES to its former condition (not including TENANT improvements). g) TENANT shall pay all charges and bills for water, gas, electricity, and such other utilities as may be assessed or charged against TENANT during the TERM . h) TENANT shall have the right and privilege to renovate, remodel, co nstru ct and build or install in the PREMISES any trade fixture, equipment, and structures as may be determined necessary in TENANT's sole discretion . All suc h trade fixtures, equipment, and structures of every kind and nature used in PREMISES supplied and installed at the sole cost and expense of the TENANT shall at all times be and remain the property of the TENANT, and TENANT shall have the right to remove all or any part of the trade fixtures from the PREMISES at any time; provided, however, that TENANT shall repair or reimburse LESSOR for the cost of repairing any damage to the PREMISES resulting from the removal of any such trade fixture . LESSOR shall have no obligation to perform any improvements whatsoever . i) TENANT SPECIFICALLY ACKNOWLEDGES that in the event of a natural disaster, the LESSOR prioritizes repairs and services to City infrastructure and facilities first and no real or perceived delay in repairs to the PREMISES shall be construed as an abandonment of the terms and conditions of this LEASE . 6. HOLD OVER TERM: If the TENANT remains in possession beyond the expiration of this LEASE, or any extension or renewal hereof, and negotiation of rent or demand to quit the PREMISES has been given, such holding over shall be deemed a month-to-month tenancy at the same renewal and terms as were in effect at the time such holding over takes place . 7. CANCELLATION PRIVILEGE: It is expressly understood and agreed by the parties hereto that the TENANT shall have the option to terminate this LEASE at the end of any fiscal year in the event fails to appropriate funding to fully comply with the TENANT's res ponsibilities . TENANT may otherwise terminate this LEASE for any reason at the end of any calendar year upon one (1) months' notice . 8. SUBORDINATION: The TENANT's rig hts under this LEASE shall remain subordinate to any bona fide mortgage or deed to secure debt which is now or may hereafter be placed upon the PREMISES; provided that the TENANT's tenancy shall not be disturbed, nor shall the covenants and conditions of this LEASE be invalidated or changed . 9. DEFAULT : If at any time one party shall default in any of its covenants or obligations under this LEASE, the othe r party sha l l give written notice of the nature of the default. If the default cannot be cured within a reasonable period, the aggrieved party may cancel this LEASE without further obligation . 10 . RENEWAL: This LEASE may be renewed for two additional five (5) year periods, by TENANT's giving LESSOR at lease ninety (90) days' written notice prior to the expiration date of the TERM, or any renewal or extension thereof, of its intention to so renew or extend, upon all the same terms and conditions as herein stated, provided that such renewal or extension is mutually agreeable to both LESSOR and TENANT in writing. 11. NOTICES : All rent payments due hereunder shall be made to, and notices required to be given to LESSOR hereunder, shall be sent to LESSOR at LESSOR's address, and such other address as LESSOR may direct from time to time by written notice to TENANT . All notices required to be given by LESSOR or TENANT hereunder shall be sent to TENANT at TENANT's address, or to such address as TENANT may direct from time to time by written notice to LESSOR . 12 . BENEFIT : This LEASE and all of the covenants and provision herein sha ll inure to the benefit of and be binding upon the successors and assigns of the parties hereto . Each provision hereof shall be deemed both a covenant and condition and shall run with the land. 13 . INTEGRATION AND WAIVER: This written LEASE contains the entire agreement of the parties hereto with reference to the leasing of said PREMISES , except as may be further amended or modified in writing between the parties . No waiver of any breach of co venant here in contained shall be construed as a waiver of the covenant itsel f or any subsequent breach thereof. 14 . INSURANCE : TENANT will provide for itself, its officers, trustees, employees, and agents general liability insurance for bodily injury, wrongful death or property damage nam ing the City of Fairhope as an also in sured and shall also provide insurance to cover contents and fixtures. A letter of verification of said insurance will be provided setting forth the limits of liability and designation of policy years. It is further agreed and understood by the parties that the TENANT is not herein and will not provide any type of insurance for the protection of the bui ld ing from fire or casualty. Further it is understood by the parties and agreed to that the insurance on the building included in the PREMISES is the sole responsibility of the CITY OF FAIRHOPE, and the TENANT by entering into this LEASE assumes no respons ibility for insuring the protection of said building . At all times after the execution of this LEASE, the LESSOR through its own expense will maintain insurance against loss or damage to said building, which coverage will be based on the value of said building only. 15 . LESSOR and TENANT agree the parking lot, contiguous sidewalks , sidewalks and contiguous surface drives are to be considered part of the leased premises for non -exclusive use by TENANT during TENANT'S normal operating business hou rs. The Lessor assumes no responsibility for and makes no representations regarding the condition of said areas and Tenant takes all of the leased, described or devised areas enumerated herein as is and where is . LESSOR reserves the right to l imit or restrict parking lot access during certain limited special events . 16 . BUILDING MAINTENANCE : LESSOR and TENANT agree TENANT shall be responsible for all maintenance, repair and replacement of all mechanical, electrical , roofing and plumbing systems associated with the PREMISES throughout the TERM . TENANT agrees to take the building and premises as is where is and LESSOR makes no wa rranties or guarantees as to the safety, functionality or suitability of any mechanical, electrical , plumbing or other building system inclu_ding roofing , HVAC , electrical , plumbing, etc . After turnover, LESSOR shall not be required to repair or replace any mechanical , electrical or plumbing system damage . LESSOR may at its discretion repair damage caused by negligent or willful acts of the TENANT, its agents, employees, or invitees and charge back TENANT for said repair or replacement . 17 . LANDLORD/TENANT GENERAL RESPONSIBILITIES : (N/A). 18 . TENANT is required to obtain all permi t s for code compliant repair, construction or improvement on the PREMISES with the understanding that certain fees may be waived at the sole d iscretion of the City of Fairhope . 19 . RELEASE, HOLD HARMLESS AND INDEMNITY AGREEMENT : TENANT does hereby completely and fully release, remise, acquit, and discharge forever LESSOR , and its officers, agents, and employees, of and from any and all claims , demands, actions, causes of action, suits, costs, pe rsonal injury, wrongful death , damages, expenses, compensation, and liability of every kind , character, and description , either dire ct or consequential, at law or in equity, of whatever kind or nature, including, but not limited to, claims in contract, tort or equity that have arisen or may arise, directly or indirectly, in connection with the TENANT's use of the PREMISES including but not lim ited to the building, sidewalks, adjacent parking areas, drives and to the unleased portion s of the building and its exterior including exterior grounds, sidewalks , parking, etc . To the extent allowed by law, TENANT shall indemnify and hold harmless LESSOR from LESSOR 's loss or expense , including reasonable attorney fees for claims for personal injury, wrongful death , property damage , loss , damage , or injury of any kind or character to any person or property arising from the use of the PREMISES by the TENANT , its members, agents , employees, or invitees or thei r respective use of the unleased areas and exterior grounds, sidewalks, parking , etc . Additionally, to the extent allowed by law, TENANT shall indemnify and hold harmless LESSOR from LESSOR's loss or expense , including reasonable attorney fees , against all claims caused by or arising from any act or omission of the LESSOR, its agents , servants and/or employees . 20 . GOVERNING LAW : This LEASE shall be governed by and interpreted under the laws of the State of Alabama . [Signatures on Follo wing Page] [Sign a t ure Page f o r Lease Ag r eem e nt between CITY OF FAIRHOPE and HOPE COMMUNITY] IN WITNESS WHEREOF , the parties have caused this amended Lease Agreement to be executed on April 14, 2025 with the original term of the lease commencing as previously executed . ATTEST : LESSOR: CITY OF FAIRHOPE, an Alabama Municipal TENANT: HOPE COMMUNITY, an Alabama non-profit corporation Name: S ur¢N F r Gz?W/1/ Its : ?ce.s ; d~,rC: