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78 Wilson Center Riverwalk pizza9d FIRST AMENDMENT TO AGREEMENT TO LEASE This Amendment to Lease and Agreement To Lease (as said document continues in force and effect to the extent not superseded by the Lease) is made and entered into, on this day of , 2011, and is to that certain Lease, dated October 27, 2003, which implemented the terms and conditions of that certain Agreement to Lease made and entered into on the 27th day of October, 2003, said documents being between the City of Sanford, a Florida municipal corporation, whose address is 300 North Park Avenue Sanford, Florida 32771 (hereinafter referred to as the "City "), and Wilson Center, Inc., a Florida corporation, whose address is 541 North Palmetto Avenue, Suite 105, Sanford, Florida 32771 (hereinafter referred to as the "Tenant ") Witnesseth: Whereas, the City and the Tenant entered into the above - referenced Agreement to Lease on the 27th day of October, 2003, as recorded on November 8, 2003, at Official Records Book 5091, Page 662, Public Records of Seminole County, Florida; and Whereas, the City and the Tenant entered into the Lease implementing the above - referenced Agreement to Lease on the 27 day of October, 2003, which document was not recorded in the Public Records of Seminole County, Florida; and Whereas, the parties desire to amend the Lease so as to enable both parties to continue to enjoy the mutual benefits it provides; and Whereas, amendments to the Lease, which implements and continues into effect the Agreement to Lease, as well as the Agreement to Lease itself shall be -12- valid only when expressed in writing and duly executed by the parties; and Whereas, the parties desire that the parties to continue to enjoy and mutual benefits provided by the Lease and the Agreement to Lease subject to the terms and conditions of this Amendment, Now, Therefore, in consideration of the mutual understandings and agreements contained herein, the parties agree to renew and amend the Lease as follows: Section 1. Amendment Relating To Public Restrooms. Although set forth in the recitals and not the substantive provisions of the Lease, the Lease is amended to read as follows in a new section: The text of the original instrument constituting this Lease, as well as associated text in the Agreement to Lease, relating to the Tenant's obligation relative to maintaining public restroom facilities as developed at the entry to Marina Isle in order to provide such public facilities at the Riverwalk Trailhead to service persons utilizing the Riverwalk are eliminated and the Tenant shall have no obligation to maintain public restroom facilities at the Leased Property and the restroom facilities constructed on the Leased Property may be limited to serve the customers of the commercial development located on the Leased Property, or as may otherwise be deemed appropriate by the Tenant, and the City agrees that no statute, ordinance, rule, order, regulation or requirements of the Federal, State or City government require such public restrooms at the Leased Property. The Tenant E 2 shall have no obligation relative to the restrooms other than may be associated with the commercial development of the Leased Property and said restrooms shall not be considered restrooms that constitute a public facility in any respect. Section 2. Amendment Relating To Rent. Section 4 of the Lease is amended to read as follows: Commencing on January 1, 2012, the Tenant shall pay unto the City to sum of $5,000.00 per year ($416.67 per month) for rental of the Leased Property. Said amount shall increase by ten percent (10 %) per year commencing on January 1, 2013, January 1, 2014 and January 1, 2015. Said amount shall increase by two percent (2 %) per year commencing on January 1, 2016 and each subsequent January 1 of each year. Rent shall be paid, in advance, to the City on or before the first day of January of each rental year. Prior to January 1, 2012 the rent for the Leased Property shall be as set forth in the Lease. Section 3. Amendment Relating To Insurance And Use Of Leased Property. Section 9 of the Lease is amended to read as follows: Property Insurance shall be provided by the Tenant in an amount not less than an amount equal to value of the Leased Property with the City named as the loss payee. The Tenant shall provide the City with a Certificate of Insurance in a form and with substance satisfactory to the City. The Tenant shall further provide a Certificate of Insurance in a form and with substance satisfactory to the City indicating public 3 liability and property damage insurance, naming the City as co- insured /additional insured, with under a policy or policies written by a company or companies acceptable to the City in such amounts as shall be required by the City; provided, however, that the required minimum general liability insurance policy limits shall be $1,000,000.00 per occurrence. The Tenant shall continuously carry full replacement costs born from hazard insurance on all improvements. Additionally, the Tenant shall ensure that all subtenants provide like insurance as required by this Section. In the event that the Tenant shall conduct or permit the consumption or sale of alcoholic beverages upon the Leased Property, the City shall be notified in writing prior to any such consumption or sale and may impose additional insurance requirements. Section 4. Amendment Relating To Insolvency /Bankruptcy. Section 17 of the Lease is amended to add the following sentence at the end of said Section: The Tenant shall promptly advise the City, in writing, in the event of insolvency or bankruptcy with regard to any matter affecting the Leased Property. Section 5. Amendment Relating To Right Of First Refusal. A new Section of the Lease is added to read as follows: For and in consideration of the good and valuable consideration provided by the City to the Tenant as set forth herein, the receipt and 4 sufficiency of which is acknowledged by the Tenant, the Tenant does hereby grant to the City the exclusive right and option to purchase the Lease relative to the Leased Property, or any part of a sale of the Lease relating to the Leased Property, upon the same terms and conditions as set forth in any bona fide sale, transfer or assignment of the Lease to any other party such that the City shall have, at all times, the right of first refusal to purchase the said rights at the same terms and conditions of any other bona fide offer. This right of the City shall, together with the other covenants of this Lease, run with and perpetually run with and burden the land (Leased Property). The Tenant shall promptly advise the City, in writing, in the event of a proposed sale of the Leased Property or any part of it or any right associated with it. Section 6. Recognition Of Performance. The City has fully performed the provisions of Section 5 of the Lease. Section 7. No Other Amendment. Except as herein modified, all terms and conditions of the underlying Lease shall remain in full force and effect for the term of the Lease as originally set forth in said Lease. When used herein, the term "Lease" shall include the Agreement To Lease to the extent that such document has not been superseded by the specific terms of the Lease and, to that end, this document and those two documents shall be read in harmony. Also, the term "Leased Property" shall mean and include the improvements to the Leased Property in every respect relative to the benefits accruing to the City hereunder. Section 8. Recordation; Priority Of Documents. This Amendment together with the underlying Lease shall be recorded in the Official Records (Land 5 la- Records) of Seminole County, Florida at the cost of the Tenant. The provisions of this document prevail over any conflicting provisions of the above - referenced Agreement to Lease and Lease. In Witness Whereof, the undersigned have hereunto set their hands and seals on the date stated. Attest: City Of Sanford, F a Janet d8ugher�. C Por &,r _DC� City Clerk For use and reliance of the Sanford City Commission only. Approved as to form and legali r ty Att L. Colbert _W____ � L. sC� �� AttestlWitnesses: rinted Name: Ij S .06%U Witness Number 1 Printed Name: l l ff Witness Number 2 Jeff Tri Mayor Tenant: Wilson Center, Inc. Abo Robert L. Honan Sole Corporate Officer F