HomeMy WebLinkAboutMarina Isle/TFA/Ceresoli Assignment to LeaseMEMORANDUM
Stenstrom, McInto,�, Colbert, Whig jam, Reisc�mann & Pardow, P.A.
IOOI Heathrow Park Lane, Suite 4001
Lake Marv, Ftoriba 32746
(407) 322-2171
To: Robert P. Yehl, City Manager
From: Kenneth W. McIntosh, Esquir
Date: March 13, 2006
Re: Lease Assignments
(1) Suncor Island Properties LTD to TFA IV Properties, LLC and
(2) Wilson Center, Inc. to TFA IV Properties, LLC
cc: Lonnie N. Groot, Esquire
William L. Colbert, Esquire
Attached are documents remitted for our review. Copies of the original leases are attached
for your ready reference.
Note: Consent to the assignments by the City release the original lessee from all liability
germane to the original lease obligations.
Staff should review the matter and report on current status.
The City Commission must approve any assignment as requested.
Respectfully submitted,
Kenneth W. McIntosh, Esquire
Enclosures
_ADanielleVenneth W. MclntosMSANFORD\Memo to Yehl re Lease Assignments.wpd
Prepared by and return to
atter recording:
Ron Semans
541 N. Palmetto Ave., Suite 105
Sanford, FL 327724848
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CONSENT TO ASSIGNMENT OF LEASE
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Thi ent between The CITY OF SANFORD, FLORIDA, as Lessor, hereinafter referred to as
the 'City' and ISLAND PROPERTIES, LTD...
The CITY OF SAS,LORIDA, as "Lessor', and TERRA MARKETING, INC., as *Lessee" entered
into a Lease betwr and Lessee dated May 11, 1995, and recorded in Official Records Book
3001, Page 1920,cords of Seminole County, FL, hereinafter referred to as the "Lease". The
Lease was thereafter ultissigned to SUNCOR ISLAND PROPERTIES LTO., the current lessee of the
Lease. Paragraph 9 of th requires the consent of the City to the assignment of the Lease.
Pursuant to paragrap ease, A has by this agreement, stipulated and agreed between the
above-named parties that the nsents to the assignment of the Lease by SUNCOR ISLAND
PROPERTIES LTD., to TFA IY. LL , un the same terms and conditions as mentioned and described in
the Lease and any amendments th�rther, the City does release SUNCOR ISLAND PROPERTIES
LTD., from liability for the obligation Lessee of the Lease.
IN WITNESS WHEREOF, the p
dates indicated below their signatures.
(End of te)d;
this Agreement intending to be bound thereby on the
follows)
CCS
Book62701Page1971 CFN#2006089733
......
Cl OF SANFORD, 0 IRA
_a
By'
.��.ti : ovgherty Linda Kuhn or Velma Williams
��
•�,;'- Y Mayor or Vice Mayor
' o i. E Dated: May _JL, 2006.
Signed,"Se nd Delivered
in th pre V4�nesses: SUNCOR ISLAND PROPERTIES, LTD.,
A Florida Limited Partnership
By and through its General Partner,
Witness Signa 0 Suncor Is=Gel,Florida Corp.
Printed name By;
Robert L. Horian, President
- tet Dated: May3j, 2006.
STATE OF FLORIDA } h
COUNTY OF SEMINOLE } O
I HEREBY CERTIFY that on this d
take acknowledgments, personally appedrAlb
Suncor Island General, Inc., a Florida corp
LTO, a Florida Limited Partnership, on beha
in the presence of two subscribing witnesses
said corporation.
WITNESS my hand and official seat in the
2006.
{Affix Notarial Seat}
. r�rcorino�4s�a
me, an officer duly authorized to administer oaths and
RT L. HORIAN, well known to me to be the President of
General Partner of SUNCOR ISLAND PROPERTIES,
ompany, and he acknowledged executing the same
v8untarily under authority duly vested in him by
last aforesaid this 3) day, of May,
Book6270/Page1972 CFN#2006089733
MARYANNE M085F
Cg tdlfi0t c' OtJNCLERK f)t CIRCUIT CG': T R CQRCrI ycRYFfEE,j
_. Ar
779984-95DEC -6 PH 2: 32
. �� LaAa�
E is wade and entered into this day of
4'4"'70
1995, by and between the CITY OF 8MMORD,
nDRiDA, iC1p�al corporation, hereinafter called "Lessor" and
irZ
Terra Xarketnc., hereinafter called "Lessee." _0
=C.)
°WHEREAS, Leas owns the building located at 530 H. Palmetto ?>
a, Pi-C4 94
r
Avenue, Sanford, da, on the following described real property,c nom-.
IiRa :� -vc
hereinafter called "leased property": r
CD
Sanford Ri front Project Lots 2 and 3, as .
recorded in PI Book 14, Page 88, Public
K Records of S e County, Florida
WHEREAS, the Lessor s the above-described real property but
11#4931 not the building; and
WHEREAS, there is an ext Lease upon the land dated April
14, 1967, and addendums there ;
�7
s` WHEREAS, the existing Leas n default and is the subject
w
of litigation in Case Number 89- 14-8 pending in Circuit
w Court in Seminole County, Florida;
WHEREAS, Lessee is the success d r and successor in
. n interest to the Resolution Trust Co tion, a party to the
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prose%ding described above; and
WHEREAS, Lessor and Lessee acknowledge there has arisen
a a dispute as to the ownership of the underlyig{3s title interest
to the real property described above; and �
' WHEREAS, Lessor and Lessee agree to reso" dispute by
•• acknowledging Lessor as the fee simple owner of the real property
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and Lessee as the owner of the improvements thereon; and
a
a
1
1
wumms, the parties agree that Lessor shall lease the real
pro Lessee, Lessor and Lessee shall stipulate to the
dismiss Lessee's claim against the Lesser in Case Number 84-
3831 -CA- th prejudice, and the panties shall each exe Nti j
o�
r'+ =7
o•n
full and tional releases of claims; tend --
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WHEREAS, th Iqerties desire to reduce the terms and conditions
�
of their agre to writing. o
y
NOW, THE RE for and in consideration of the mutwa
50
cn
covenants herein ned and in consideration of the payments and
undertakings herei tioned and for other good and valuable
considerations, the z do hereby agree as follows:
conditions hereinafter set forth and
1. Upon the termstent
C>'
in consideration of the from time to time of the rentals
t herein provided, zessor doeby lease and let unto Lessee and
= Lessee hereby does lease fro sor that certain real property
lying and being situated at N. Palmetto Avenue, Sanford.
Seminole County, Florida, and Carticularly described an
follows:
Sanford Riverfront Froj is 2 and 3, as
recorded in Plat Book 1 , e 88, Public
Records of Seminole County, ida
2. This Lease shall commence on 995 and terminate on
April 30, 2070.
3. The Lessee hereby covenants and to pay to Lessor
as rent for years 1-10 the amount of ;20,0 mmencing May 1,
1995. For years 11-75, the amount paid for 11 be adjusted
by the same percent increase or decrease as thj�valuation as
determined by the Seminole County Tax Assessor every ten yearst
subject to certain minimum and maximum amounts. The year prior to
1
a scheduled adjustment shall be used to determine land valuation.
The PAXT4pm rental rates for years 11-75 are as follows
yea 25,O00
Year 21- 30,000
Years 35,000
Years O 40,000
Years 5 50,000
Years 52
60, 000 -.>
Years 71-Wi70,000 coo
ll
The rent eshal Oadjusted on May let of each 10 year periocLin-- xcy
>
years Ii, 21( 41, 51, 61 and 71 and shall remain conant
�J �o n
through the fa11oK ten years or until Lease termination. ?th1—
rent shall be a in a�
p equal monthly installments . The WIF14' MCA
land value of theo roperty value to be utilized in these
calculations for ev rental adjustment shall be the final
certified valuation f e year 1945, an determined by the
Seminole County Propert AWraiser (currently estimated to be
$537,200).
Rent may be reduced frons(
upon a reduction in the final
event shall rent decrease below
period to rental period based
the final certified land valuatio n
annual rental from May 1, 2005 thrVU
$23,000. ([617,7$0 _ 537,200) x 20,00'
the final certified land valuation in
land valuation, but in no
annual rental from May 1, 2025 through AtJ
520,000. (1510,340 : 537,2001 x 20,000
minimum applies) Thereafter, if the final ce
silly. For example, if
2004 is $617,780, the
•il 30, 2015 shall be
) Thereafter, if
2024 is $510,340, the
30, 2035 shall be
000, so $20,000
land valuation
In year 2034 is $1,101,260, the annual rent)hl � May 1, 2035
through April 30, 2045 shall be $40,000. Ql,l , 537,2001 x
70,000 = 41,000, so $40,000 maximum applies) Lessor shall provide
--3--
W-
L+rsset h copies of all tax notices on a timely basis. Lessee
sha-tthe right but not the obligation to contest any tax
valuasessment.
4.teraination of this Lease in 2010, all improvements�me)
locatede leased property shall remain the property of "-GC:) or
Lessee. Thesor shall have the- option to purchase tFe
r
pirr"nently a improveasnt..a at their then fair market value jQ IWO
determined by ce ified property appraisers, ane selected ate, a
c~ � rncn
paid for by the L and one selected and paid for by the Lessee.
It these two propePPraisers produce appraisals which do not
differ by more than hen Lessor shall pay Lessee the average
of the two appraisals.ese two property appraisers produce
appraisals which differVMO're,'.,, than 104, those two shall mutually
select a third certified kID4rty appraiser who shall value the
permanently affixed improv S. If the third appraisers'
valuation is equal to or bet valuation of the other two
appraisers, that valuation sha19ccepted by the Lessor and
Leasee. If the third appraisers'—', n exceeds the other two,
the second highest valuation shall _accepted by the Lessor and
Lessee. If the third appraisers' valis lower than the other
two, the second lowest valuation shall ccepted by the Lessor
and Lessee. Lessee and Lessor shall shareally in the payment
of the: third appraisers' fee. If the Le oes not chose to
exercise its option to purchase the improve the Lessor has
the right to offer the land, on which the imp s are located,
to the Lessee for the Lessee's purchase. If tT&ejf"or elects to
offer the property to the Lessee, the Lessee does hereby covenant
that the Lessee will buy the property at its fair market value.
--4--
The vale n of the real property shall be the same as the method
set f ve for the Sale of the improvements. The terms for
the sal rchase of the permanently fixed improvements or real
be for cash, due and payable at closing with clog qa
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property S" O
t'e"'
cart
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costs and urea to be consistent with industry custom at
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S
time of the sal purchase. if the parties are unable to ag�,e
c*i
on industry cu they shall, in good faith, dttempt to madiaVe
a resolution. If Lessor does not elect to offer the re51
AS
property for Bale, does not choose to buy the improvements,
then this Lease till be automatically extended for an
additional installmentV0 years. if this extension is utilized,
rent shall increase orse as provided for during ten year
intervals described parag h 3, above. These automatic extensions
shall continue until the reap perty or improvements are sold or
purchased by Lessor or Lessee this paragraph. In case of an
CA,
{ extension of the Lease, the re 4s 1 be adjusted in accordance
with the rent table in paragra this Lease, in a linear
� extrapolation.
f\�!�
i mals herein,
5. Leasee, in addition to t required
' agrees to timely pay the annual ad nd any other taxes
i
whether existing on the inception date is Lease or accruing
during the term of this Lease and any7n ions or renewals
thereof assessed and levied by any taxing au on all building
improvements on the leased property and on th ed property.
6. Lessee shall further provide p ability and
property damage insurance naming Lessor as co -i n a company
or companies licensed in Florida in the amount of ONE MILLION AND
NO1 100 ($1,000,000.00) DOLLARS.
__5—
Less*@ shall be solely responsible for all operations,
teaa and repairs concerning all facilities constructed upon
the property, and Lessor shall have no responsibility for
same. �'1f
8. Lessee shall promptly execute and comply with air, aMR
statutes, o 4ces, rules, orders, regulations and requirement v
r r.
of the Facie tate, county and City Government and of any ander _ rn
all their Dopa nts and Bureaus applicable to said leasedln
!—N c�TtN
property, for correction, prevention, and abatement of Ln
nuisances or othevances, in, upon, or connected with said
leased property dur said terra; and shall also promptly comply
with and execute alC>, les, orders and regulations of the
applicable fire prevent on Codes for the prevention of fires, at
Lessees own cost and
Q. The Lessee may
consent of the Lessor,
withheld. Lessee may sublease
the written consent of the
10. Lessee shall be
this lease without the written
tt shall not be unreasonably
O
)rtion of the property without
for any environmental
contamination that results from itsor subleasing of the
property. Lessor shall not be respon a for any environmental
contamination caused by prior Lessees of teal property. Lessor
shall be responsible for environmental cont ion resulting from
the creation of the landfill, and from Ovate a contamination
along the shoreline.
11. Lessee covenants that it will not ca A'or permit its
tenants, sublessees, assigns, or employees to compete With existing
businesses located on the Sanford Riverfront Project owned by the
__6__
city of Sanford, however, any existing use or business lawfully
existing the date of execution of this Lease shall be allowed to
conn is paragraph shall be deleted from this Lease as soon
as the air non-coatpete clause can bb deleted from the other
O
City lea the Sanford Riverfront Project.
12.z 4pwill not subordinate its fee simple ownership �of✓+
can
X-"
the real pro %t agrees that Lessee may from time to tgae
j
finance or re a the operation of its business by placing, a.-..
r,
C)
ugpnu
�M
lien on the impro ants located thereon. Lessor shall
request of Lease cilitate said financing or refinancing byc"
rnca
executing such doC as are reasonably necessary, provided
Lessor's ownership in est is not subordinated.
23. Lessor and Let shall stipulate to the dismissal by
of its suit against the Defendant, City
Plaintiff, with prejudice,
of Sanford, and Defendant, of Sanford, will withdraw all of
the City of Sanford's affir__._`," defenses with prejudice in Casc
no. 89 -3831 -CA -14-B. Plaint the City of Sanford will
ended Final Judgment Against
execute a consent to the entry o
General Innkeeping Acceptance on and Seminole isle
Properties, in the.form attached he Exhibit "A" so that a
public sale can be conducted acid r interests in the
4property foreclosure, all in accor with that certain
stipulation of settlement between Plaintif� Defendant, City of
Sanford, filed in the above referenced cos ssor and Lessee
shall each execute full and unconditional rel e elating to said
action concurrent with the execution of this A copy of the
releases are attached as Exhibit "H".
the right and responsibility, at its
18. Lessee shall retain
-7__
es•
sole cost rind expense, to maintain or remove the boat slips on the
south!*rl rtion of the leased property.
or will, consistent with its Land Development Code
and or sse� cooperate to improve directional signs to the
Sanford R
nt Project.16.
Oectparagraph 19, below, upon default hereofvb �
QC)
}�tto
Lessee, this at the option of Lessor, shall terminate,Mitr'
o
x�
v
s1(iil
i-
which event all lities and permanently affixed equipment
�
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inure to and beco property of Lessor. in addition therefb,-
A
Lessor shall have they rights and remedies afforded to itj
s+zas
under the laws of th of Florida, including, but not limited
to, the right to apply a Court of competent jurisdiction for the
appointment of a receive for all other remedies provided for
by law, and specifically inc 'ng all set forth in Chapter 83 of
the Florida Statutes. The t payment of the rent for said
leased property upon the date , and the faithful observance
of the rules and regulations pri t this Lease, and which are
hereby made a part of this covenarz� he conditions upon which
the Lease is made and accepted anon the part of the
to comply with the: terms of sa e, or any of said rules
Lessee mP Y
and regulations shall, at the optio idfj a Lessor, work a
forfeiture of this contract, and all of a rights of the Lessee
hereunder.
i?. Subject to paragraph 18, below, �e Lessee shall
become insolvent, or if bankruptcy proceedingbe begun by or
against the Lessee before the end of saidVte#aLessor is
hereby irrevocably authorized, at its option, tt02thwith cancel
this Lease, as for a default. Lessor may elect to accept rent from
r8^
d
such recolitr, trustee, or other judicial officer during the term
of thein cupancy in their fiduciary capacity without affecting
Less m is as contained in this Lease, but no receiver,
trust* other judicial officer shall aver have any right, title
or inter or to the above described leaned property by virtue
of this Le
O
18. ThgSl�3�Cthe evenso
t of any default under this Lease, Lesr c:) x
�,t �
will not to the Lease or take any action to enforce any
claim with rasps ereto without giving to Lessee and Lessees M
Lander, if any, at thirty (30) days' prior written notice fur OD
nonpayment of rent,xty (60) days prior written notice for
other default, and th right but not the obligation to cure such
default within said peqp
In the event that a non -monetary
default is noticed try Leaagr�o Lessee, and said default cannot
reasonably be cured within`eti
military or usurped power, s(
control, inability to obtain
through acts of God or other
then Lessee shall have a ream
(60) days, due to an act of God,
governmental regulations or
, service or financing
the control of Lessee,
cure the default.
19. So long as the Lessee pays " rent required by this
lease,. and faithfully performs and obs 11 of the covenants
and provisions hereof upon its part to pe'rffosrmed, Lessee shall
have peaceable and quiet enjoyment and p 44_ ion of the leaned
property, without any let or hindrance from Lessor or of any
persons or entities lawfully claiming throuh essor.
20. Lessee may erect signage on Sanford v rant Project
Lot 3 similar to existing signage on the lease property, subject
to all applicable statutes, ordinances, rules, orders, regulations
-•-9--
and requi wawnts existing on the date Lessee makes ap?lication.
21 ssee shall have the right to improve and remove
impro the leased property subject to all applicable
statuteton
il*nces, rules, orders, regulations and requirements
existing ��l date Lessee makes application.
22. duties and obligations under this Lease, and all
attempts toe rights under this Lease shall be governed by
reasonable caval standards of good faith.
23. The pa agree to execute a Memorandum of Lease
setting forth the description, term, and parties to th1
rn ti a -n
Lease to be record Pe Public Records of Seminole CocgxtYL- ,,;F,
Florida.. ����,..������)) rn
IR WITNESS WHEREOF, have hereunto set their hada- bC>
tLSS �
and seals to this Lease on p"ay and year first written aba,7e UD mtC7n
Signed, sealed and dLiY,eed
in the presence of:
:4 •
�2��
it • ,
witness
� wom �2 S, �j rj R IN am
u
of SAMWORD, FLORIDA
1 - f -_
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TERRA TING, IMG.
gy:!`,�'
TK, PRESID
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ICERTIFY that on this day before ae, an officer duly
qualifi ke acknowledgements, personally appeared BETTYE D.
SMITH, Ka o! the City of Sanford, to see known to be the person
described in anAQho executed the foregoing General Release, and
has acknorrlrth.
fore me the execution of the same for the
purposes the ressed, who is personally knewn to me and who
did not take
WITVESS my nd official seal at Sanford, said County and
Stage aforesaid, 114h day of May, 1995. u, CD
r rte-'
rn
notary Public -State of Floride -Q
G. My Commission Expires: r W c v
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