HomeMy WebLinkAbout1575 Lease Agrmt: Seminole Towne Ctr/Sanford Police •
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Lease Agreement
Lease Name (DBA): Lease Number: 3625 - 0313 -1785
City of Sanford Lease Date: 03/04/2013
Start Date: End Date:
03/15/2013 02/28/2014
Tenant Name (Legal): Landlord:
City of Sanford Seminole Towne Center Limited Partnership, an Indiana limited partnership
Office Address: Shopping Center Trade Name and Address:
Seminole Towne Center
300 N. Park Avenue 200 Towne Center Circle
Sanford , FL 32771 Sanford, FL 32771
Tenant's Telephone Number:
407-688-5074 Remit Payment to:
Seminole Towne Center
200 Towne Center Circle
Sanford, FL 32771
Contact Name: Sole purpose for which space can be used by Tenant:
Nick McRay, Economic Development Direction For the use of the space for the City of Sanford Police Department" to provide
police service to Seminole Town Center and for no other purpose.
Management must approve all displays.
Sq. Ft. Occupied: Unit ID: Pre -paid Rent: Pre -paid Rent Due Date:
384 0A02A $0.00
SIC /MIX Code: Total Rent: Security /Damage Deposit Security /Damage Deposit Due Date:
$0.01 Amount:
Other Offices (2571) $0.00
03/15/203 c r F Z Ptd
In consideration of the premises, covenants and agreements as stated above and hereinafter set forth, it is agreed
by and between the parties as follows:
1. Demise of Premises: Subject to all of the terms and conditions hereof, Landlord rents to Tenant and
Tenant rents from Landlord the Space, in the Shopping Center containing the agreed approximate square footage
of floor area specified above and more precisely described in Exhibit "1" attached hereto and made part hereof. In
addition, the Addenda listed below and attached to this Temporary Lease (the "Lease ") is (are) hereby
incorporated by reference: D. In -line Store Guidelines, P -1. Florida Sales Tax, Lease Plan Exhibit.
2. Use: (a) The Space may be occupied and used by the Tenant solely for the purpose stated above, and
for no other purpose. Addition of product other than those specified above is subject to Landlord's advance written
approval, in Landlord's sole discretion. (b) Tenant shall use the Space under the trade name specified above; and
said trade name shall not be changed at any time during the term without prior written consent by Landlord. (c)
Tenant has made its own determination of the suitability of the Space and the Shopping Center for Tenants use
and business, and acknowledges that it is entering into this Lease based solely on its own investigation and not
based on any representations or warranties of Landlord or its representatives. Tenant agrees to and does accept
the Space in its present "as -is" "where is" condition, with all faults. Tenant acknowledges that Landlord has made
no representations to Tenant as to sales volume. (d) Tenant shall at all times maintain the Space, including all
windows, doors, entryways, electrical system, lighting, walls, carpets, security devices, HVAC systems and other
portions thereof, in good condition and repair, at Tenants sole cost and expense. (e) Tenant shall comply with all
laws, rules, regulations, orders, ordinances, directions and requirements of any governmental authority or agency,
now in force or which may hereafter be in force, including without limitation those which shall impose upon
Landlord or Tenant any duty with respect to or triggered by a change in the use or occupation of. or any
improvement or alteration to, the Space. (f) Tenant shall not store any inventory, equipment or any other materials
outside the Space, or do or permit anything to be done in or about the Space or appurtenant common areas which
1 Lease Agreement for City of Sanford
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would constitute a nuisance or hazard, or which will in any way obstruct or interfere with the rights of other tenants
or occupants of the Shopping Center or injure or annoy them. Tenant's use of display fixtures and Tenant's
over -all display of goods or merchandise is subject to Landlord's approval. Landlord shall not be responsible to
Tenant for the nonperformance by any other tenant or occupant of the Shopping Center of its lease or of any rules
or regulations.
3. Term: Landlord's Right Of Early Termination: Tenant shall occupy and use the Space for the
period, stated above, commencing on the Start Date and ending on the End Date, unless sooner
terminated as herein provided. Notwithstanding anything to the contrary herein contained, Landlord may,
at any time during the term of this Lease, in its sole discretion and without cause, elect to terminate this
Lease upon thirty (30) days advance written notice to Tenant (if the term is for 30 days or more); or upon
ten (10) days advance written notice to Tenant (if the term is for Tess than 30 days). In the event of such
election by Landlord, Tenant's obligation hereunder shall be apportioned as of the effective date of such
termination. Tenant understands and agrees that it is receiving terms and conditions which have been
requested by and are advantageous to Tenant in return for granting Landlord flexibility with regard to the
Space on account of the short term of this Lease, the Landlord's right to terminate the Lease on the short
notice provided herein, and the other terms and conditions hereof; Tenant understands and agrees that it
has no rights to the Space beyond the term set forth herein; and Tenant acknowledges that no one has
made any representations or promises to Tenant with regard to renewal or extension of the term hereof,
or limiting or elimina ' the Landlord's right to terminate on short notice as set forth herein, or regarding
relocation or possessio of other space in the Shopping Center, or in any other manner contradicting,
qualifying, or limiting the press provisions hereof.
ill 1
Landlord Initials . a
Tenant Initials ��►'
4. Minimum Ren : Late Charge: On or before the first day of each Payment Period specified above,
Tenant shall pay Minimum Rent to Landlord, without notice, demand, or offset at the Landlord's office address
specified on cover letter. The parties recognize that damages will be suffered by Landlord on account of late
payment which will be extremely difficult and impractical to quantify. Accordingly, the parties have made their best
estimate of damages and hereby agree that Tenant shall pay Landlord as liquidated damages on account of late
payment of rent a sum equal to Ten Percent (10 %) of any payment of Minimum Rent or Percentage Rent which is
not delivered to Landlord within five (5) days of the due date.
5. Percentage Rent: Five (5) days after the close of ach payment period, Tenant shall deliver to
Percentage Rent Baso (the "Percentage Rent "). The parties recognize that damages will
e-•_ - - - - - - _ e-••-e- - - - • ..e _ - - .. - . . _ _ • - .. _ 9.9 9 -
filled at the Space, (iii) resulting from transactions originating in, at or from the Space, and (iv) deposits not
ded - -_- - - e•- • - - - •• e e - - •- - - - - - - - - - - - - • - -
iesloded
car ,te•• - - e e _ e _ - • • . e e • - - - --- - _ -• - •- --- - -- - -• - - -
2 Lease Agreement for City of Sanford
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cash register tapes sales slips, sales checks, tax reports, bank deposit records, sales journals and othcr
supporting data. At any time during the term of this L ase, Tenant shall, upon twenty four (24) hours notice from
Landlord, present such records at the Shopping Center Management Office for examination or audit. Following
the expiration or arlier termination of this Lease, Tenant shall, upon ten (10) days notice from Landlord, present
deficiency in Percentage Rent disclosed by such examination or audit. If such examination or audit discloses a
P
• - - -
Landlord initials
Tenant initials
9. Insurance: Before commencing any use hereunder, Tenant shall furnish to Landlord certificates of
insurance, issued by the company or companies satisfactory to the Landlord, providing evidence that the following
coverages are in full force and effect, naming Landlord, Landlord's Property Manager, and • Designee(s) as
additional insureds thereunder and providing that no such insurance may be canceled without at least thirty (30)
days written notice to Landlord (or such other person as Landlord shall designate in writing to the insurer) by
certified mail, return receipt requested, at Landlord's principal office address specified herein; (i) a comprehensive
or commercial general liability policy including contractual liability products /completed operation and broad form
property damage coverage, affording protection on an occurrence basis for claims arising out of bodily injury,
death, and property damage, and having limits of not less than: a combined single limit of $2,000,000.00 per
occurrence with a $2,000,000.00 aggregate limit of liability and (ii) Worker's Compensation insurance as required
by the laws of the state where Shopping Center is located, and Employer's Liability insurance with a $1,000,000.00
per occurrence limit.
10. Indemnity and Exculpation of Landlord: (a) Tenant shall assume liability for and shall indemnify,
defend, and hold harmless Landlord and any other owners of the Shopping Center, (and all their shareholders,
partners, directors, related and affiliated entities, ground lessors, managers, management companies, employees,
agents, guests, customers and invitees) against and from any and all liabilities, obligations, losses, penalties,
actions, suits, claims, damages, expenses, disbursements (including legal fees and expenses), or costs of any
kind and nature whatsoever in any way relating to or arising out of; (i) any act or omission of Tenant (including
without limitation the acts or omissions of the Tenant's officers, directors, employees, agents, contractors, invitees,
and /or licensees within the Shopping Center), (ii) any occurrence which takes place in or about the Space or, (iii)
any damages to the Space. To the extent permitted by applicable law, Tenant's duty to indemnify Landlord under
this paragraph will apply regardless of and will extend to cover losses caused by either Tenant's or Landlord's
concurrent, comparative, or contributory negligence.
(b) Landlord and any other owners of the Shopping Center, (and all their shareholders, partners, directors,
related and affiliated entities, ground lessors, managers, management companies, employees, agents, guests,
customers and invitees) shall not be liable to Tenant for, and Tenant waives all claims against such parties, for
injury, death, or damage to person or property sustained by Tenant or any person claiming through Tenant
resulting from any condition, accident or occurrence in or upon the Space, or any other part of the Shopping
3 Lease Agreement for City of Sanford
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Center, unless such matters arise from the intentional wrongdoing of Landlord.
(c) Tenant agrees that the rent payable hereunder does not include the cost of guard services or other
security measures, and that Landlord shall have no obligation to provide same. Tenant assumes full responsibility
for the protection of the Space, Tenant, and Tenant's employees, invitees, licensees, guests and customers
against the acts of third party, and will indemnify, defend, and hold harmless Landlord from any such claims made
by the above specified persons of any damages, including attorney's fees, resulting therefrom.
(d) To the fullest extent permitted by applicable law, Tenant shall indemnify and save Landlord harmless
from any and all claims, demands, or suits that may be brought against Landlord by any employee, representative,
or agent of Tenant, or any legal representative or successor of any of them, in any way arising out of or incident to
this Lease, irrespective of whether such suits are brought about by the negligence or fault of Landlord or anyone
for whose acts Landlord may be liable.
(e) The indemnification and waivers contained in this paragraph 10 shall survive expiration or early
termination of this Lease.
11. Supervision and Control: Tenant shall at all times during its occupancy of the Space provide sufficient
supervision and maintain adequate control of its employees, guests, customers, and invitees while the same are at
or about the Shopping Center, so as to prevent unlawful or offensive actions and actions which are a breach of
this Lease.
12. Licenses or Permits: In the event there are any licenses, or permits required by and any governmental
agency or authority with respect to the type of activity carried on and /or in use of the Space, Tenant shall be
responsible for obtaining such licenses, authorizations and permits. No unlawful activities shall be permitted in the
use of the Space, including but not limited to, the use of alcoholic beverages or gambling. Tenant must contract in
its own name and timely pay for installation and all service charges in regard to all telephone and other utility
services to the Space.
13. Return of Space: Immediately upon the expiration or early termination of this Lease, Tenant
will return the Space to Landlord and remove all of Tenant's personal property, trade fixtures, goods and
effects; repair any damage caused by such removal, and peaceably yield up the Space, broom clean and
in good order, repair and condition, damage by fire or unavoidable casualty and ordinary wear and tear
excepted. Tenant agrees that all personal property remaining within the Space after Landlord takes
possession of the Space is conclusively deemed to be abandoned by Tenant and the property of
Landlord. Tenant waives its rights, if any, under any statutes or other legal doctrines requiring Landlord
to remove, store, retur r auction such property, and Landlord may dispose of such property as it sees
fit, free of any claims • 4 e ant or other claiming through Tenant.
Landlord initials
Tenant initials
14. Fixtures and Alterations: All improvements to the space constructed by Tenant, including but not
limited to air conditioning or heating systems, air circulation or fan systems, built -in stoves and refrigerators,
hoods, paneling, floor tile or covering, decorations, partitions, walls, wall mirrors, railings and counters which are
attached to the floor coverings, walls, or ceiling of the building, and electrical and lighting systems which are hard
wired into the building's electrical system, as well as all other items which have been attached to the building or
building systems, shall become Landlord's property on expiration or earlier termination of this Lease, without
compensation to Tenant, unless Landlord and Tenant agree otherwise in writing. However, if Landlord so
requests in writing at least fifteen (15) days before the expiration or earlier termination hereof, Tenant shall, prior to
the expiration or sooner termination of this Lease, remove any of such matters as are specified for removal by
Landlord's notice, repair all damage caused by such removal, and return the Space or any part thereof to its
original configuration existing when delivered to Tenant. If the Space is not so surrendered at the expiration or
earlier termination of this Lease, Tenant shall be liable to Landlord for all costs incurred by Landlord in returning
the Space to the required condition and shall indemnify Landlord against loss or liability resulting from delay by
4 Lease Agreement for City of Sanford
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Tenant in surrendering the Space, including, without limitation, any claims made by any succeeding tenant or
losses to Landlord due to lost opportunities to lease to succeeding tenants.
15. Additional Rent: Any liquidated damages provided in this Lease or by rules and regulations
promulgated by Landlord, as well as any and all other payments, fees or charges provided herein or in such rules
and regulations, shall be considered to be additional rent which shall be immediately due from Tenant to Landlord
on delivery of notice thereof.
16. No Waste, Nuisance: Rules and Regulations: Tenant agrees not to harm the Space; nor commit
waste, nor create any nuisance; nor make any use of the Space which is offensive as determined by Landlord at
its sole discretion; nor to do any act tending to injure the reputation of the Shopping Center, and Tenant shall abide
by all rules and regulations established by Landlord.
17. Violation of Law: If Tenant or the Space is deemed to be in violation of any federal, state, municipal,
or local fire, building or other code, Tenant shall immediately cure any and all violations at its own cost and
expense and immediately pay any and all costs, fines and /or penalties attributed to all such violation(s). If Tenant
fails to immediately cure said violation(s), Landlord may at its sole discretion and without waiving any other rights
or remedies either (a) cure the violations at Tenant's expense, to be paid by Tenant immediately on receipt of
Landlord's written statement, or (b) immediately terminate this Lease without notice, opportunity to cure, or liability
to Tenant whatsoever. Landlord's election to exercise the provisions of the preceding sentence, shall not relieve
Tenant of paying any and all costs, fines and /or penalties attributed to any such violation, nor shall it relieve Tenant
of its default.
18. Alterations, Additions, Signs: Tenant shall not make any alterations or additions, or permit the making
of any holes in the walls, partitions, ceilings, or floor, or permit the painting or placing of any exterior signs,
placards, or other advertising media, banners, pennants, awnings, aerials, antennas, or the like, nor cause or
permit the placement of any signs, placards, or other advertising media within the Space where it is visible from
outside the Space, without on each occasion obtaining prior written consent from Landlord, which may be withheld
in Landlord's sole discretion. Tenant irrevocably grants Landlord permission to enter the Space, at any time, by
any convenient method, without prior notice, to remove and dispose of any sign, placard, or other media which is
being displayed in violation hereof, without liability to Tenant.
19. Covenant Against Infringement. Tenant covenants that it shall not use the Space for the
storage, marketing, display or sale of any product or merchandise that Landlord in its sole discretion may
consider to be a counterfeit, knockoff, imitation, lookalike, replica, facsimile of or in any manner an
infringement upon any trademarked or copyrighted product or merchandise of any third party. The
foregoing covenant is a material term of the Lease. In the event Tenant breaches this covenant, Landlord
may immediately terminate this Lease, ithout notice, demand, opportunity to cure, or liability to Tenant
whatsoever. Landlord's election to ex: rcise the provisions of he preceding sentence shall not relieve
Tenant of paying any and all co ' es and /or penalties at buted to any such violation, nor shall it
relieve Tenant of its default. ( a lDre, Landlord initials _ Tenant initials)
20. No Mechanic's Liens: enant shall not suffer any mechanic's lien to be filed against the Space by
reason of any work, labor, services, or materials performed at or furnished to the Space or to the Tenant, or to
anyone acting in concert with Tenant. Tenant will give Landlord at least ten (10) days notice in writing and obtain
Landlord's advance written permission before constructing any improvements in the Space or installing any
fixtures in the Space which could give rise to a lien, and shall allow Landlord entry to post legal notices declaring
the Landlord's non - responsibility for any costs of construction or installation. In order to comply with the provisions
of Section 713.10, Florida Statutes, it is specifically provided that neither Tenant nor anyone claiming by, through
or under Tenant, including, but not limited to, contractors, subcontractors, materialmen, mechanics and laborers,
shall have any right to file or place any construction lien of any kind whatsoever upon the Space or improvements
thereon, any such liens are hereby specifically prohibited. All parties with whom Tenant may deal shall be put on
notice that Tenant has no power to subject Landlord's interest to any construction lien of any kind or character,
and all such persons so dealing with Tenant must look solely to the credit of Tenant, and not to Landlord's interest
or assets.
5 Lease Agreement for City of Sanford
21. Tenant Default: In the event of any failure of Tenant to pay timely any sums or to perform timely any
of the terms, conditions or covenants of this Lease to be observed or performed by Tenant, or if Tenant shall
become bankrupt or insolvent or file any debtor proceedings, or take or have taken in any state a petition in
bankruptcy or insolvency or for reorganization or for the appointment of a receiver of trustee of all or a portion of
Tenants property, or if Tenant makes an assignment for the benefit of creditors, or petitions for or enters into an
arrangement, or if Tenant shall abandon the Space, the Landlord may at any time thereafter, terminate this Lease
and Tenant's right to possession by written notice to Tenant and /or pursue all other legal remedies available to
Landlord.
22. Assigning or Subletting: Tenant shall not sell, assign, mortgage, pledge, or in any manner transfer this
Lease or any interest therein, nor sublet all or any part of the Space, nor license concessions nor departments
therein. Any attempted assignment, sublease, or transfer shall be void and shall further constitute a breach of this
Lease. The person identified as Tenant hereunder shall be the sole person or entity having the right to occupancy
or possession, and any principals or partners who are not identified herein as the Tenant, or who become
principals or partners in Tenant hereafter and do not obtain written recognition as the Tenant hereunder from
Landlord, shall not have any rights of occupancy or possession hereunder.
23. Hours Of Operation: Tenant shall be open for business during all Center hours as determined by
Landlord. It is agreed that violation of this policy causes damage to Landlord the amount of which is difficult to
determine. Accordingly, Landlord and Tenant have agreed that Tenant will be charged and will pay liquidated
damages in the amount of an additional Fifty Percent (50 %) of Tenant's normal daily rent for any day on which it is
not open during Center hours, or $25.00, whichever is greater. Any failure to open for at least 50% of Center
hours on a single day, or any non - compliance with Center hours recurring more than 3 times in any sixty (60) day
period is, in addition, a breach of this Lease on which Landlord may terminate this Lease by notice and without
further opportunity to cure.
24. No Joint Venture: Nothing contained herein shall be deemed or constructed by the parties hereto, nor
by any third party, as creating the relationship of principal and agent or of partnership or joint venture between the
parties hereto, nor to create any fiduciary duties on the part of either party, it being understood and agreed that
nothing contained herein, nor any actions of the parties hereto, shall be deemed to create any relationship
between the parties hereto other than the relationship of Landlord and Tenant.
25. Limitation on Landlord Liability: There shall be absolutely no personal liability on persons, firms, or
entities who constitute Landlord, or any management company acting under contract with Landlord, or any agent,
employee, officer, partner, shareholder, or joint venturer of Landlord or such management company ( "Landlord
Affiliates ") with respect to any of the terms, covenants, conditions, and provisions of this Lease, or of any other
events, acts, omissions, or occurrences arising from or related to this Lease, and Tenant shall look solely to the
interest of the Landlord in the Shopping Center for satisfaction of each and every right or remedy of Tenant in the
event of default or other liability of Landlord or Landlord's Affiliates. Such exculpation of personal liability is
absolute and without any exception whatsoever.
26. Entire Agreement: Integration and Merger: Acceptance of Terms: This Lease is an integrated
agreement, containing the entire agreement between the parties as to the matters addressed herein, and
incorporating all prior discussions and agreements. There are no agreements between the parties which are not
contained herein, and Tenant has not received or relied on any representations from Landlord or Landlord's
agents. Its terms are intended by the parties as a final expression of their agreement with respect to such terms
as are included herein and may not be contradicted by evidence of any prior agreement or contemporaneous oral
agreement. The parties further intend that this agreement constitutes the complete and exclusive statement of its
terms and that no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding, if any,
involving this agreement. No subsequent change, modification, or addition to this Lease shall be binding unless in
writing and signed by the party to be charged. As additional consideration for this Lease, Tenant agrees that the
presence of Landlord's right to terminate and any exercise of such right by Landlord is fair and reasonable, and
Tenant waives any right to assert that such right or the exercise thereof is inequitable or unconscionable.
27. Time Limitation for Lawsuits: Tenant shall be barred from bringing any action or cross - action against
Landlord and /or Landlord's Affiliates unless Tenant files such action or cross - action in court no later than six (6)
6 Lease Agreement for City of Sanford
months after the occurrence, event, act or omission from which the claim arises.
28. Attorney's and Collector's Fees: If Landlord is required to bring or defend any litigation arising out of
this Lease, or to enforce or defend the provisions hereof, Landlord shall recover from Tenant its reasonable
attorney's fees and costs. Tenant further agrees to pay all of Landlord's costs of collection, including any collection
fees charged by a collection agency, in the event of any default hereunder.
29. Waiver of Jury Trial: Landlord and Tenant hereby waive trial by jury in any action or proceeding
brought by Landlord for possession of the Space, whether or not including a claim for damages, and in any other
action arising under this Lease. Tenant shall not interpose any counterclaim or cross - complaint in any action
brought by Landlord for possession of the Space or to collect rent hereunder.
30. Holding Over: This Lease shall terminate without further notice at the expiration of its specified term.
Any holding over by Tenant after expiration of the Term hereof shall not constitute a renewal or extension of the
Lease or give Tenant any rights in or to the Premises except as expressly provided in this Lease. Any holding
over after such expiration with the express written consent of Landlord shall be construed to be a tenancy from
month to month on the same terms and conditions herein specified insofar as applicable except that Minimum
Rent shall be increased to an amount equal to 250% of the Minimum Rent payable during the last full calendar
month of the term hereof. Any holding over without the Landlord's written consent (including any such holdover
where the Tenant claims that the Landlord has given oral consent, has consented by conduct, has waived its right
to withhold consent, or is estopped from withholding consent) shall constitute only a tenancy at sufferance,
terminable by Landlord immediately on delivery of written notice, and during such unconsented holdover, Tenant
shall be obligated to pay Landlord daily damages equal to one thirtieth of 250% of the Minimum Rent payable
during the last full calendar month of the Lease Term.
31. Entry: In addition to any other rights of entry granted hereby, Landlord shall have the right to enter the
Space (a) by any means necessary in the event of an emergency involving danger to person or property, (b) upon
notice to Tenant to show the Space to prospective lenders, buyers, or lessees or to perform construction or
maintenance on the Space or the building in which the Space is located.
32. Brokers: Tenant has not contracted or dealt with any broker agent, or finder in regard to this Lease,
and will indemnify and defend Landlord against any claim of commission, fee, or entitlement by a broker, agent, or
finder arising from the claimant's relationship with Tenant.
33. Operation of Antenna: Tenant shall not operate or maintain within the Space any antenna or other
device for the transmission of wireless signal without the written consent of Landlord. In any event, the strength of
the signal propogated or distributed from the antenna shall not be stronger than - 105dBm at the boundaries of the
Space, and the purpose of the Antenna System shall be limited and ancillary to the Tenant's use of the Space for
the retail sales use permitted hereunder.
34. Miscellaneous: If any provision hereof is held to be invalid by a court of competent jurisdiction, such
invalidity shall not affect, impair or invalidate any other provision hereof. No waiver of any rights hereunder shall
be valid unless in writing, signed by the party to be charged, and no waiver except as specified in writing, shall
waive any other rights of the party nor the party's future right to enforce the provisions waived. All notices to
Tenant required or permitted by this Lease or relating to the Space may be delivered by hand delivery to the
Space (to the person apparently in charge thereof) or by U.S. Mail, certified, return receipt requested (in which
case, they shall be deemed to have been received by Tenant three (3) days after deposit in the U.S. Mail), or by
recognized overnight courier service (in which case they shall be deemed delivered on the date of the courier
service's proof of delivery). Time is of the essence with respect to Tenant's performance of every provision of this
Lease. This Lease shall, subject to the provisions regarding assignment and subletting, bind the respective heirs,
successors, executors, administrator and assigns of Landlord and Tenant. All persons constituting Tenant shall
be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws
of the state where the Shopping Center is located. Any legal action or proceeding relating to this Lease shall be
instituted in a state or federal court in the county in which the Shopping Center is located. Landlord and Tenant
agree to submit to the jurisdiction of and agree that venue is proper in the aforesaid courts in any such legal action
or proceeding. The language in all parts of this Lease shall in all cases be construed as a whole according to its
7 Lease Agreement for City of Sanford
fair meaning, and not strictly for or against either Landlord or Tenant. All provisions hereof to be performed by
Tenant are both conditions and covenants.
Any payments under the Lease should be made payable to the business entity identified as Landlord. Violation of
this requirement is grounds for termination to the Lease.
Tenant agrees that all portions of said Lease Agreement including monetary figures, exhibits, addenda, and
amendments are to remain confidential between Landlord, Tenant, Tenant's Legal Counsel, and Tenant's
Accountant, or as may be required by law.
In witness whereof, the parties have executed this agreement made the day and year first above written.
Landlord: Tenant:
Seminole Towne Center City of Sanford
SEMINOLE TOWNE CENTER LIMITED Tenant acknowledges and accepts the foregoing
PARTNERSHIP, an Indiana limited Lease Agreement, subject to all of the Terms,
Conditions, and Covenants set forth above and
partnership which may be contained on any exhibits attached
By: SPG SEMINOLE, LLC, a Delaware hereto.
limited liability company, General Partner
By: SIMON PROPERTY GROUP, L.P.,
a Delaware limited partnership, Sole
Member
By: SIMON PROPERTY GROU •, INC.,
a Delaware ' orporation, Gen al Partner
By: .4' By: &'I
Title: ifi aMMMMil a. * t r: a o
8 Lease Agreement for City of Sanford
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Addendum D
To Temporary Tenant Lease Agreement #3625- 0313 -1785
Seminole Towne Center
In -line Store Guidelines
1. Hours of Operation Tenants must be open for business during all hours specified in the Lease Agreement.
Late openings and early closings will not be tolerated and may result in a fine or termination of the Lease
Agreement. Landlord requires the tenant to remain open and fully stocked throughout the agreement
period.
2. Display and Signage All displays and signage must be approved in advance by Landlord or its agents.
Tenant shall immediately remove any displays or other items, if requested, by Landlord or its agent. All
signage must be professionally produced or of professional quality. No magic marker, stencil or
handwritten signs are permitted. Tenant's d /b /a signage must be approved, in advance, by center
management.
3. Advertising and Solicitation Tenant shall not use any advertising medium which can be heard or
experienced outside of six feet from the space, including but not limited to: flashing lights, search lights,
loud speakers, CD or tape players, odors, radios or televisions, "barking & hawking ", or any similar forms
of solicitation or badgering of shoppers. In the event that Landlord receives validated complaints of
"hawking" by Tenant, then Tenant shall be subject to Landlord fines, which shall be deemed additional
rent, and /or termination of the lease. Demonstration of products and merchandise beyond the boundaries
of the Space leased to Tenant is strictly prohibited, unless and until Tenant secures prior written consent
from Landlord, which consent may be withheld, delayed, conditioned or withdrawn in Landlord's sole
discretion.
4. Maintenance Tenant shall keep their area in a clean and safe condition. All areas must be free of litter,
boxes, cartons, coats, purses, additional personal items and other storage containers. All trash
receptacles will be kept out of the shopper's sight. Tenant is also required to keep the space completely
clean.
5. Alterations Tenant may not make any alteration to the physical structure of the Shopping Center nor drive
or attach any nails, tape, or other materials to any part or the Shopping Center and its equipment. Any
damage to the Center or its property caused by the Tenant, Tenant's employee's, etc. will result in
Tenant's requirement to pay for all repairs including materials and labor. Tenant shall make no changes
to the physical structure of the space without approval of center management.
6. Set -Up and Tear Down All set -up, deliveries, re- stocking and tear down must be done through the
service corridors. No deliveries may be made through the center's public entrances. This must be done
during the hours the Shopping Center is closed. Tenants must provide their own dolly or cart as the center
is unable to provide these items.
7. Fixtures Any and all fixtures /props provided by the Landlord must be returned in their original condition.
Any damage noted upon return will result in Tenant being required to pay for repair and /or replacement.
8. Losses Theft, loss or damage to merchandise and personal property is the sole risk and responsibility of
the tenant.
9. Insurance A Certificate of Insurance will be provided to the Mall Management Office showing coverage as
designated in the Lease Agreement. The certificate must name the business entity specified as Landlord
on your lease and any management company if different from landlord.
Certificate Holder: SEMINOLE TOWNE CENTER LIMITED PARTNERSHIP, an Indiana limited
9 Lease Agreement for City of Sanford
•
•
partnership
Additional Insured: SEMINOLE TOWNE CENTER LIMITED PARTNERSHIP, an Indiana limited
partnership, its Managing Agent, Simon Property Group, Inc., and their respective officers, directors,
shareholders, members, partners, parents, subsidiaries, related and affiliated entities, agents, servants,
and employees.
If the minimum insurance requirements have not been met or the additional insured wording is not listed
as above, the tenant will not be permitted to set -up.
10. Tenant Contact As part of the Lease Agreement, Tenant shall furnish to the Mall Management Office the
name, social security number, address, tax ID number and telephone number of the contact person(s)
responsible for daily operations and emergencies.
11. Utilities The tenant is responsible to contact the Utility provided for the following utility services and have
them put the necessary service in their sole name:
Phone.
12. Sampling Distribution or sampling of materials by Tenant may be conducted only after prior written
approval by Mall Management and shall be strictly limited to the designated sales area of the Tenant.
13. Return and Exchange Policy Tenant and its employees must be aware of the Tenant's return and
exchange policy. The return /exchange policy must be printed and visibly displayed in the store.
14. Parking Tenant and its employees shall park in designated areas, where applicable. Tenant shall not
park any camper, recreation vehicle, trailer, bus, large truck or other vehicles which exceed the size of an
individual parking space. Tenant shall not park any vehicle on the Shopping Center property overnight.
Tenant may not use any portion of the Shopping Center property for lodging purposes.
15. Gift Certificates / Gift Cards Every tenant is expected to accept Simon Gift Certificates / Simon Gift
Cards. Unless otherwise stated in the use clause Tenant is forbidden to sell any third party gift cards.
16. Early Entry or After Hour Notification Tenants are required to notify the Landlord of planned early entry or
after hour stay late. These may be arranged by contacting the mall office.
17. Merchandise Content Any and all material determined by the Landlord to be inappropriate and /or in poor
taste for the community and /or Landlord shall be prohibited. Refusal to remove merchandise at the
request of the Landlord may result in termination of the lease.
18. Non - Sufficient Funds Fee A fee of $100.00 will be assessed for any check returned for non - sufficient
funds. The fee for a check that is returned for non - sufficient funds is subject to change from time to time
upon notice from Landlord.
Landlord: Tenant:
Seminole Towne Center City of Sanford
SEMINOLE TOWNE CENTER LIMITED Tenant acknowledges and accepts the foregoing
PARTNERSHIP, an Indiana limited Lease Agreement, subject to all of the Terms,
Conditions, and Covenants set forth above and
partnership which may be contained on any exhibits attached
By: SPG SEMINOLE, LLC, a Delaware hereto.
limited liability company, General Partner
By: SIMON PROPERTY GROUP, L.P.,
a Delaware limited partnership, Sole
Member
By: SIN/ION PROPERTY GROUP, INC.,
a Delaware corporation, General Partner
10 Lease Agreement for City of Sanford
0 1111 5 ,111 ' tiff
By By OF
Title f ' e: May
11 Lease Agreement for City of Sanford
•
Addendum P -1
To Temporary Tenant Lease Agreement #3625- 0313 -1785
Florida Sales Tax, Mechanics Lien and
Radon Gas Notification
Seminole Towne Center
City of Sanford
This Addendum P -1 to Temporary Tenant Lease Agreement # 3625- 0313 -1785 is attached and made a
part of Temporary Tenant Lease Agreement # 3625- 0313 -1785 "Lease Agreement")
(
1. A sales tax ( "Sales Tax ") is levied by the state of Florida and by certain localities in the state of Florida on
tenants for all rents paid to landlords in the state of Florida. The Sales Tax applicable rate at this
0
Shopping Center is 6% (.06), subject to change without prior notice by the taxing authority during the
Lease Term.
2. Tenant agrees to remit Tenant's Sales Tax to Landlord in Landlord's capacity as collecting agent for the
taxing authorities, in addition to Tenant's payments of Minimum Rent on the due dates for Tenant's
payment of Minimum Rent in the following amounts (subject to change as noted hereinabove):
Month Minimum Rent Installment Sales Tax
03/15/2013 $0.01 $0.00
3. Tenant agrees to remit Tenant's Sales Tax to Landlord in Landlord's capacity as collecting agent for the
taxing authorities, in addition to Tenant's payments of Percentage Rent, if any, on the due dates for
Tenant's payment of Percentage Rent in an amount equal to Tenant's Percentage Rent multiplied by the
applicable Sales Tax rate.
4. In the event Tenant fails to remit Sales Tax, Landlord may in its sole discretion apply as much of Tenant's
Minimum Rent and /or Percentage Rent payment(s) as is required for Tenant's Sales Tax to Tenant's
Sales Tax account and may charge Tenant for the resulting arrearage In Tenant's Minimum Rent and /or
Percentage Rent. Further, Tenant's failure to pay Sales Tax may result in termination of the Lease by
Landlord.
5. 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 your county public health unit.
6. Section 20 of the attached lease is revised to include the following:
In order to comply with the provisions of Section 713.10, Florida Statutes, it is specifically provided that
neither Tenant nor anyone claiming by, through or under Tenant, including, but not limited to, contractors,
subcontractors, materialmen, mechanics and laborers, shall have any right to file or place any construction
lien of any kind whatsoever upon the Landlord's fee interest in the Shopping Center or the Space or
improvements thereon, and any such liens are hereby specifically prohibited. All parties with whom
Tenant may deal shall be put on notice that Tenant has no power to subject Landlord's interest to any
construction lien of any kind or character, and all such persons so dealing with Tenant must look solely to
the credit of Tenant, and not to Landlord's interest or assets.
12 Lease Agreement for City of Sanford
In Witness Whereof, the parties have executed this Addendum made the day and year first above written
in the Lease Agreement.
Landlord: Tenant:
Seminole Towne Center City of Sanford
SEMINOLE TOWNE CENTER LIMITED Tenant acknowledges and accepts the foregoing
PARTNERSHIP, an Indiana limited partnership Lease Agreement, subject to all of the Terms,
By: SPG SEMINOLE, LLC, a Delaware limited Conditions, and Covenants set forth above and
liability company, General Partner which may be contained on any exhibits attached
By: SIMON PROPERTY GROUP, L.P., a hereto.
Delaware limited partnership, Sole Member
By: SIMON PROP RTY GROUP, C., a
Delaware cor.�� ion, General P ner
By: By: Ira
Title: A7�'C� l / (?a y o 2 "IF
13 Lease Agreement for City of Sanford
,
Addendum Z
to Temporary Tenant Lease Agreement # 3625- 0412 -984.7
by and between Seminole Towne Center Limited Partnership ( "Landlord ")
and City of Sanford ( "Tenant ")
This Addendum Z To Temporary Tenant Lease Agreement # 3625 - 0412 -984.7 is attached to and made a
part of Temporary Tenant Lease Agreement # 3625 - 0412 -984.7 (the "Lease ") by and between City of
Sanford ( "Tenant ") and Seminole Towne Center Limited Partnership ( "Landlord "). Terms in this
Addendum shall have the same meaning as such terms have in the Lease, unless otherwise noted in this
Addendum. In the event of a conflict or ambiguity between the provisions of this Addendum Z and the
Lease, the terms and provisions of this Addendum Z shall govern. The Lease and all addenda attached
thereto shall be the "Lease ".
1. Section 9, Insurance, shall be deleted in its entirety and replaced with the following:
Insurance: _ - _ - -.... - - • - . - - • . - - , - - ' - - - -
-
Landlord's principal office address specified herein; (i) a comprehensive or
•. - •• ... ... .. •
occurrence with a $2,000,000.00 aggregate limit of liability and (ii) Worker's
limit. Landlord recognizes that the Tenant maintains, as a Florida municipal
government, a self - insurance program which provides coverage for the matters
to which the indemnification provision relates.
2. Section 17, Indemnity and Exculpation of Landlord, shall be deleted in its entirety and replaced
with the following:
Waiver of Claims and Indemnity: Tenant hereby agrees to indemnify and hold
and, at Landlord's election, defend Landlord its partners, members, trustees,
officers, directors, shareholders, beneficiaries, agents and employees harmless
from any and all claims, damages, liabilities or expenses arising out of (a)
Tenant's use of the Premises; (b) any and all claims arising from any breach or
default in the performance of any obligation of Tenant under this Lease; and (c)
any act, omission or negligence of Tenant, its agents, contractors, Tenants,
invitees or employees. Tenant further releases Landlord from liability for any
damages sustained by Tenant or any other person claiming by, through or under
Tenant due to the Premises, or any part thereof or any appurtenances thereto
becoming out of repair, or due to the happening of any accident, including but
limited to any damage caused by water, snow, windstorm, tornado, gas, steam,
electrical wiring, sprinkler system, plumbing, heating and air conditioning
apparatus and from any acts or omissions of co- tenants or other occupants of the
Center. To the maximum extent permitted by law, Tenant agrees to use and
occupy the Premises and to use such other portions of the Center as Tenant is
herein given the right to use, at Tenant's own risk. Landlord shall not be liable for
any damage to or loss of Tenant's personal property, inventory, fixtures or
improvements, from any cause whatsoever except the affirmative acts of proven
r
negligence of Landlord, and then only to the extent not covered by insurance to
be obtained by Tenant in accordance with the Lease. The provisions of this
Paragraph shall survive the termination of this Lease.
3. Section 35, Start Date and End Date, shall be added as follows:
35. Start Date and End Date: Notwithstanding anything to the contrary
contained herein, the Start Date of this Agreement shall be 5/01/2012,
notwithstanding the date of signatures. The End Date shall be December
31, 2013 and shall renew automatically for periods ending the last day of
each succeeding year unless terminated.
IN WITNESS WHEREOF, the parties have executed this Addendum made the day and year first above
written in the Lease.
Landlord: Tenant:
Seminole Towne Center City of Sanford
SEMINOLE TOWNE CENTER LIMITED Tenant acknowledges and accepts the
PARTNERSHIP, a Florida limited partnership foregoing Lease Agreement, subject to all of
By: SIMON MANAGEMENT ASSOCIATES, the Terms, Conditio and Covenants set
LLC, its Managing Agent , '
forth above and whi . may be contained on
/
f an exhibits attachei[jereto.
By: „/ ' i�I�'�� By �1�
AP ' Printed: r'1t� ��V (� Printed: ri.lett
Title: �� G f ' Title: Mayor, City of Sanford, Florida
Date: 3 Date: `7 -3 Attest: S ' 1 °0 / A / •
By: 901! .. AU/1/k2/ By:
Printed: Janet R. Dougherty Printed William L. Colbert
Title: City Clerk, City of Sanford, Florida Title: Ci y Attorney, City of Sanford, FL
Date: q " ( . 3 " 1._J Date: 44 l 3
For use and reliance of the Sanford City Approved as to form and legality.
Commission only.
2