HomeMy WebLinkAboutO-1750ORDINANCE NO. 1750
AN ORDINANCE TO REPEAL AND REPLACE
ORDINANCE NO. 1747; AND TO APPROVE THE REVISED LEASE
TO FAIRHOPE CE TER FOR THE WRITING ARTS, INC.
BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF FAIRHOPE,
ALABAMA, AS FOLLOWS :
SECTION 1. It is hereby established and declared that the following described real property of
the City of Fairhope, Alabama , is not needed for publi c or municipal purposes during the term of
this lease, to -wit:
One single family residence 1024 square feet , 9 orth School Street, sai d
ho use being located on the following property whi ch is not part of this lease:
Block 12 , Division 4 , less dedicated streets , of the land of the Fairhope Single
Tax Corporation in the City of Fairhope, Alabama as per its plate thereof filed
for record September 13 , 1911 in Miscellaneo us Book 1, Pages 320 through
321, Probate Records, Baldwin County , Alabama, Section 17 , Township 6
So uth , Range 2 East, Baldwin Co unty , Alabama .
SECTION 2. The City of Fairhope, Alabama, having received an offer from Fairhope Center for
the Writing Arts, Inc. to lease that real property described in Section 1, above, it is hereby
declared to be in the best interest of the public and the City of Fairhope, Alabama, to lease said
real property to Fairhope Center for the Writing Arts , Inc. under the following terms and
conditions, to-wit:
The leased property to be used only as a center for writing an d in to be used
on ly as a center for the writing arts and in accordance with uses normally
inci dent hereto a nd for no other purpose, for the term of five (5) years
commencing on April 20, 2022 , and ending on April 19, 2027 , for the
minimum yearly rent of $1.00 payab le as specified in Arti cl e 2. Option to
re new or extend lease is specified in Articl e 10 .
SECTION 3 . Pursuant to the authority granted by Section 11-47-21 of the Code of Alabama of
1975 , the Mayor of the City of Fairhope, Alabama, is hereby directed to execute said lease
agreement in the name of the City of Fairhope, Alabama.
SECTION 4 . The sections , paragraphs, sentences, clauses and phrases of this ordinance are
severable, and if any phrase , clause , sentence , paragraph or section of this ordinance shall b e
declared unconstitutional by a court of competent jurisdiction, then such ruling shall not affect
any other p aragraphs and sections , since the same would have been enacted by the municipality
council without the incorporation of any such unconstitutional phrase, clause , sentence,
paragraph or section.
SECTION 5 . This ordinance shall take effect immediately upon its due adoption and publication
as required by law.
ADOPTED THIS 25TH DAY OF APRIL, 2022
9-,rz,y S,-9--=
J~id Conyers, Jr.,
Council President
ATTEST:
~~ City erk
ADOPTED THIS 25TH DAY
MUNICIPAL LEASE AGREEMENT
This Lease Agreement is made and entered into this 25th day of April, 2022 at Fairhope,
Alabama, by and between THE CITY OF FAIRHOPE, a Municipal Corporation, the "Lessor," and
FAIRHOPE CE TER FOR THE WRITING ARTS, INC., a non-profit Alabama Corporation, hereinafter
referred to as "Lessee."
ARTICLE 1. DEMISE, DESCRIPTIO , USE, TERM AND RE T
Lessor lease s to Lessee, and Lessee leases from Lessor, that certain property, hereinafter called
the "leased premises ," situated in Fairhop e, Baldwin County, Alabama, and described as follows:
One single family residence 1024 square feet, 9 North School Street, said house
being located on the following property which is not part of this lease :
Block 12, Division 4, less dedicated streets, of the land of the Fairhope Single Tax
Corporation in the City of Fairhope, Alabama as per its plate thereof filed for record
September 13, 1911 in Miscellaneous Book 1, Pages 320 through 321, Probate
Records , Baldwin County, Alabama , Section 17, Township 6 South, Range 2 Eas t,
Baldwin County, Alabama.
to be used only as a center for the writing arts and in accordance with uses normally incident hereto and
for no other purpose , for the term of five (5) years commencing on April 26, 2022, and ending on April
25, 2027, for the minimum yearly rent of $1.00 payable as spec ified in Article 2.
ARTICLE 2. RE T
Lessee shall pay Lessor at Post Office Drawer 429 , Fairhope, AL 36533, or at such other place as
the Lessor shall designate from time to time in writing , as rent for the leased premi ses, the minimum
yearly sum of $1.00 , payable without demand and in advance on the 1st day of each lease year.
ARTICLE 3. INSURANCE
Lessor's Obligation
Lessor agrees to and shall, within fifteen (15) days from the date hereof, secure from a good and
responsible company or companies doing insurance business in the State of Alabama, and maintain
during the entire term of this leas e, the following coverage:
(1) Fire and extended coverage insurance in the amount not less than 100 percent of the value of the
leased property and other improvements on the leased premises , provided that insurance in that
percentage can be obtained, and , if not , then to the highest percentage that can be obtained less
than the said 100 percent.
Lessee's Obligation
Lessee agrees to and shall, within thirty (30) day s from the date hereof, secure from a good and
responsible company or companies doing in surance business in the State of Alabama and maintain during
the entire term of thi s lease , the following insurance coverage:
(1) Public Liability insurance in the minimum amount of $500,000.00 for loss from an accident
resulting in bodily injury to or death of persons and $100 ,000.00 for loss from an accident
resulting in damage to or de struction of property; and
(2) Fire and extended coverage insurance on Lessee 's fixtures, good, wares, and merchandise in
or on the leased premises, with coverage in an amount of not less than the value of said items.
Proof of Coverage
The original policies may be retained by the insured, but the other party shall have the right to
inspect any and all such policies, and the insured, on demand, agrees to furnish the other party proof of
payment of the premium or premiums on any such policies.
Protection Against Cancellation
Proof must also be given by each party to the other, pursuant to the paragraph above, that each of
the policies provided for in this Article expressly pro vi des that the policy shall not be cancelled or altered
without thirty (30) days' prior written notice to the other party .
Failure to Secure
If Lessee at any time during the term hereof should fail to secure or maintain the foregoing
insurance, th e Lessor shall be permitted to obtain such insurance in the defaulting party's name or as the
agent of the defaulting party and sha ll be compensated by the defaulting party for the cost of the insurance
premiums. The defaulting party shall pay the other interest on paid in urance premiums at the rate of ten
percent (10%) per annum computed from the date written notice is received that the premiums have been
paid.
Proceeds
Proceeds from any such policy or policies shall be payable to Lessor, who shall use such proceeds
to make repairs as provided below.
Fire and Casualty Damage
If th e building or other improvements on the leased premises should be damaged or destroyed by
fire, flood, or other casualty, Lessee shall give immediate written notice thereof to Lessor.
Total Destruction
If the building on the leased premises shou ld be totally destroyed by fire, flood, or other casualty,
or if it sho uld be so damaged that rebuilding or repairs cannot reasonably be completed within ninety (90)
days from th e date of written notification by Lessee to Lessor of the occurrence of the damage, this lease
shall terminate and rent shall be abated for the un-expired portion of this lease, effective as of the date of
said written notification .
ARTICLE 4. UTILITIES
Lessor shall during the term hereof pay all charges for gas, electricity, and water used in or on the
leased premises; and to pay all charges for repairs to water meters on the leased premises whether
necessitated by ordinary wear and tear, temperature extremes , accident, or any other causes .
ARTICLE 5. WASTE AND UISANCE
Lessee shall not commit , or suffer to be committed, any waste on the leased premises, nor shall it
maintain, commit, or permit the maintenance or commission of any nuisance on the leased premises or
use the leased premises for any unlawful purposes.
ARTICLE 6. REPAIRS
Lessor shall have fourteen days from the execution of this agreement to inspect the current
condition of all mechanical , electrical and plumbing system associated with the leased premises. Once
Lessor is satisfied , in its sole discretion, the systems have been presented and are in well maintained and
working order, Lessor and Lessee agree Lessor shall then be responsible for the routine maintenance and
repair of all future mechanical , electrical, and plumbing systems associated with the premises . After
satisfactory inspection and turnover, Lessor shall not be required to repair or replace any mechanical ,
electrical or plumbing system damage caused by negligent or willful acts of the Lessee, its agents ,
employees, students or invitees. Lessor may repair damage caused by negligent or willful acts of the
Lessee, its agents, emp loy ees, or invitees and charge back Lessee for said repair or replacement.
ARTICLE 7. ALTERATIO S, IMPROVEMENTS, AND FIXTURES
Lessee shall have the right to improve, add to , or alter the leased premises and to install fixtures
thereon; provided , however, that Lessee shall not remove any such improvements, additions, alterations,
or fixtures without the prior written consent of Lessor, and provided further, that on expiration or sooner
termination of this lease, all improvements , including fixtures and any addition, alteration, or repair to the
premises placed on or made to the premises by Lessee during the term hereof, shall revert to and become
the absolute property of Lessor, free and clear of any and all claims against them by Lessee or any third
person, and Lessee hereby agrees to hold Lessor harmless from any claims that may be made against such
improvements by any third persons .
Improvements
Lessee shall have the right at Lessee's own cost and expense from time to time during the term or
any extended term of this lease to construct on the leased premises such buildings and other
improvements, including but not limited to fencing and paving, and make such alternations, additions,
and changes therein as Lessee deems necessary or convenient for Lessee's purposes , and Lessee shall be
permitted from time to time during and within ten (10) days after expiration or sooner termination of the
term of this lease to remove any s uch building or other improvements erected or made by Lessee with
permission of Lessor; provided , however, that the Lessee shall repair any damages to the leased premises
caused by removal and further provided that any building or improvements that are not removed by
Lessee on or within ten (10) days after expiration or sooner termination of the term or any extended term
of this lease shall be deemed abandoned by Lessee and sha ll become the absolute property of Lessor
without compensation to Lessee , and Lessee sha ll not be required on such abandonment to restore the
premises to their present condition.
ARTICLE 8. QUIET POSSESSION
Lessor shall, on the commencement date of the term of this lease, place Lessee in quiet
possession of the leased premi ses and shall secure the Lessee in the quiet possession thereof against all
persons lawfully claiming possession during the entire lease term and each extension of the lease.
ARTICLE 9. DELIVERY OF POSSESSIO
If Les sor shall be unable to deliver po ssess ion of th e leased premises on the commencement date
of the term hereof, Lessor shall not be liable to Lessee for any damage caused thereby, nor shall thi s lease
thereby become void or voidable, nor shall the term hereof in any way be extended, but in such even
Lessee shall not be liable for any rent herein reserved until such time as Lessor can and does deliver
possession.
ARTICLE 10. TERMINATION OR EXTENSION
Option to Renew or Extend
The parties may, if not at the time in default under this lea se, exercise a mutual option to renew
this lease for an additional period of five (5) years from the termination date hereof, but otherwise on the
same terms, covenants, and conditions, except that the rental may , at Lessor's option, be increased in an
amount to be determined solely in Lessor's discretion.
How Exercised
This option shall be exercised only by Lessee's delivering to Lessor in person or by United States
registered or certified mail on or before sixty (60) days before the end of the lease term , written notice of
Lessee's election to seek ren ewal of the option . The Lessor wi ll consider the request and notify the Lessee
of its intent to renew. Renewal sha ll only be vali d on approval by City Council.
ARTICLE 11. CO DEMNATIO
If during the term of thi s lease or any ex tension or renewal th ereof, all of th e leased premises
should be taken for any public or quasi-public use under any law , ordinance, or regulation or by right of
eminent domain , or sho uld be sold to the condemning authority under threat of condemnation, this lease
shall terminate and the rent shall be abated during the un-expired portion of this lease , effective as of the
date of the taking of sai d premises by th e condemning authority.
ARTICLE 12. DEFAULTS AND REMEDIES
Default of Lessee
If Lessee shall allow th e rent to be in arrears more than thirty (30) days after written notic e of
such delinquency , or shall remain in default under any other condition of thi s leas e for a period of
fifteen (15) da ys after written notice from Lessor, or should any other person than Lessee secure
possession of the premises, or any part thereof, by reason of any receivership, bankruptcy proceedings , or
other operation of law in any manner whatsoever , Lessor may at Lessor's option, without notice to Lessee,
terminate this Lease. Should Lessor be unabl e to relet after reasonable efforts to do so, or should such
monthly rental be less than the rental Lessee was obligated to pay under this lease, or any renewal
thereof, plus the expense of reletting, then Lessee shall pay the amount of such deficiency to Lessor.
It is expressly agreed that in the event of default by Lessee hereunder, Lessor shall have a lien
upon all goods , chattels , or personal property of any de scription belonging to Lessee which are placed
in , or become a part of, the leased premises , as security for rent due and to become due for the remainder
of the current lease term, which lien shall not be in li eu of or in any way affect any statutory Lessor's lien
given by law , but shall be cumulative thereto ; and Lessee hereby grants to Lessor a security interest in all
such personal property placed in said leased premises for such purposes . This shall not prevent the sale by
Lessee of any merchandise in the ordinary course of business free of such lien to Lessor. In the ev ent
Lessor exercises the option to terminate the leasehold , and to reenter and relet the premises as provided
in the preceding paragraph, then Lessor may take possession of all of Lessee's property on the premises
and sell the same at public or private sale after giving Lessee reasonable notice of the time and place of
any public sale or of the time after which any private sale is to be made , for cash or on credit, or for such
prices and terms as Lessor deems best, with or without having the property present at such sale. The
proceeds of such sale shall be applied first to the necessary and proper expense of removing, storing , and
selling such property, then to the payment of any rent due or to become due under this lea se, with the
balance , if any, to be paid to Lessee .
ARTICLE 13. INSPECTION BY LESSOR AND BUILDING MAINTE ANCE
Lessor shall have fourteen days from the execution of this agreement to inspect the current
condition of all mechanical, electrical and plumbing systems associated with the leased premises. Once
Lessor is satisfied , in its sole discretion , the systems have been presented and are in well maintained and
working order, Lessor and Lessee agree Le s or shall then be responsible for the routine maintenance and
repair of all future mechanical , electrical, and plumbing systems associated with the premises. After
satisfactory inspection and turnover, Lessor sha ll not be required to repair or replace any mechanical ,
electrical or plumbing system damage caused by negligent or willful acts of the L e ssee, its agents ,
employees, students or invitees . Lessor may repair damage caused by negligent or willful acts of the
Lessee, its agents, employees , students or invitees and charge back Lessee for said repair or replacement.
ARTICLE 14. ASSIGNME T AND SUBLEASE
Assignment and Subletting by Lessee
Lessee shall not assign this lea se nor sublet all or any portion of the leased premises without the
prior written consent of the Lessor.
Assignment by Lessor
Lessor is expressly given the right to assign any or all of Lessor's interest under the terms of this
lease.
ARTICLE 15. MISCELLANEOUS
Rights and Remedies Cumulative
The rights and remedies provided by this lease are cumulative and the use of any one right or
remedy by either party shall not preclude or waive its right to use any or all other remedies. Said rights
and remedies are given in addition to any other rights the parties may have by law, statute, ordinance , or
otherwise.
Waiver of Default
No waiver by the parties hereto of any default or breach of any term , condition, or covenant of
this lease shall be deemed to be a waiver of any other breach of the same or any other terms, condition, or
covenant contained herein.
Attorney's Fees
In the event Lessor or Lessee breaches any of the terms of this agreement whereby the party not
in default employs attorneys to protect or enforce its rights hereunder and prevails , the defaulting party
agrees to pay the other party reasonable attorney's fees so incurred by such other party .
Excuse
Neither Lessor nor Lessee shall be required to perform any term, condition, or covenant in this
lease so long as such performance is dela yed or prevented by any acts of God, strikes , lockouts, material
or labor restrictions by any governmental authority , civil riot , floods , and any other cause not reasonably
within the control of the Lessor or Lessee and which by the exercise of due diligence Lessor or Lessee is
unable , wholly or in part, to prevent or overcome.
Release, Hold Harm less and Indemnity Agreement
Lessee 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, personal injury , wrongful death , damages, expenses , compensation, and liability of
every kind, character, and description, either direct 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 Lessee's use of the leased premises including but not limited
to the building , sidewalks , adjacent parking lot and drives . To the extent allowed by law , Lessee shall
indemnify and hold harmless Lessor from Lessor 's lo ss or expe nse , including reasonable attorney fees for
claims for personal injury, wrongful death , property damage , los s, damage, or injury of any kind or
character to any person or property arising from the use of the leased premises by the Lessee , its
members, agents, em ploy ees, students or invitees. Additionally, to the extent allowed by law, Lessee
sha ll 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 .
Exculpation of Lessor
If Lessor shall convey title to the demised premises pursuant to a sa le or exchange of property ,
the Lessor shall not be liable to Lessee or any immediate or remote assignee or successor of Lessee as to
any act or omission from and after such conveyance .
Termination of Lease
The Lessor may terminate this lease in Lessor's sole discretion if Lessor deems the property is
needed for municipal purposes . In the event Lessor decides to terminate the lease, there shall be no
penalty or damages claimed by Lessee against Lessor. Lessor shall give Lessee at least sixty (60) days '
notice of intent to terminate the lease.
IN WITNESS WHEREOF, the undersigned Lessor and Lessee hereto execute this agreement as
of the day and year first above written.
LESSOR:
The City of Fairhope, a Municipal Corporation
STATE OF ALABAMA
COUNTY OF BALDWIN
I, a Notary Public in and for said County, in said State, hereby certify that SHERRY
SULLIVAN whose name as Mayor of The City of Fairhope, a municipal corporation, is signed to the
foregoing Municipal Lease Agreement, and who is known to me, acknowledged before me on this day,
that being informed of the contents of said Lease Agreement, he/she as such officer, and with full
authority, executed the same voluntarily for and a the act of said municipal corporation, acting in its
capacity as Mayor as aforesaid.
Given under my hand this the ~ty o , ___ ,__,,_"'-+-----,-~
ROSANNA GAYLE FOGARTY
NOTARY PUBLIC, ALABAMA STATE AT LARGE
Mi COMMISSION EXPIRES APR . 13, 2024
STATE OF ALABAMA
COUNTY OF BALDWIN
LESSEE :
Fairhope Center for the Writing Arts , Inc .
Given under my hand this the ~day of _ _,/+L......C..."""t> ..... n+· .... , __ , 2022.
7
Prepared by:
Marcus E . McDowell
Wilkins, Bank.ester, Biles & Wynne
60 Section Street
PO Box 1367
Fairhope, Alabama 36533
251-928-1915