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047-Lease-Marina Isle/Marina MoteL S, -o AGREEMENT TO GIVE NOT FIR 4 1 AND CONSENT TO ASSIGNMENTL1'A� This Agreement is made th n day of , 1999, by and between the CITY OF SANFORD, a Florida municipal corporation, herei ter called "OWNER "; and VENTURE THIRTY -TWO, INC. an Arizona corporation, hereinafter called "VENTURE "; and SANFORD MARINA HOTEL CORPORATION, a Florida corporation, and its principals, James C. Barggren, Jerry Thomas Scanlan, Ilene I. Schooley, and The LaVerne Dean Schooley and Tricia M. Schooley Family Trust of February 25, 1999, all hereinafter collectively referred to as "MARINA HOTEL "; and UNITED SOUTHERN BANK, a Florida banking corporation, hereinafter called "LENDER." RECITALS A. OWNER owns the fee simple title to the following- described real property located in Seminole County, Florida: Sanford Riverfront Project Lots 2 and 3, as recorded in Plat Book 14, Page 88, Public Records of Seminole County, Florida. B. OWNER and TERRA MARKETING, INC. previously entered into that certain Land Lease dated May 11, 1995, recorded in Official Records Book 3001, Page 1920, Public Records of Seminole County, Florida, pursuant to which TERRA MARKETING, INC. leased the above - described property from OWNER. C. VENTURE is the successor in interest to TERRA MARKETING, INC. by virtue of that certain Assignment of Lease dated November 10, 1995 from TERRA MARKETING, INC. to VENTURE THIRTY -TWO, INC., recorded in Official Records Book 3001, Page 1931, Public Records of Seminole County, Florida. D. VENTURE, the current Lessee under the Lease, desires to assign its interest in the Lease to MARINA HOTEL and its principals, and MARINA HOTEL desires to accept the Assignment of the Lease and agrees to perform all of the obligations of the Lessee as set forth therein. E. Simultaneously with the Assignment of the Lease from VENTURE to MARINA HOTEL, MARINA HOTEL desires to mortgage its leasehold interest to LENDER. However, LENDER has requested that it be given notice and an opportunity to cure any defaults that may arise under the Lease. F '"" 1 AGREEMENT In consideration of the foregoing Recitals, other good and valuable considerations, and the mutual covenants herein set forth, it is agreed as follows: 1. Recitals The foregoing recitals are true and form a part of this Agreement. 2. Status of Lease The Lease Agreement described above and recorded in Official Records Book 3001, Page 1920, Public Records of Seminole County, Florida, is as of the date hereof in full force and effect, has not been amended, all Lease payments due OWNER have been paid and are current, and to the best of OWNER's knowledge the Lessee is not in default under any of the terms and conditions thereof. 3. Consent to Initial Assignment Pursuant to Paragraph 9 of the Lease Agreement, OWNER hereby consents to an Assignment of the Lease from VENTURE THIRTY - TWO, INC. to the following: SANFORD MARINA HOTEL CORPORATION 80.0% JERRY THOMAS SCANLAN 12.5% ILENE I. SCHOOLEY and THE LaVERNE DEAN SCHOOLEY and TRICIA M. SCHOOLEY FAMILY TRUST of February 25, 1999 (collectively) 7.5% 100.0% 4. Consent to Subsequent Assignment Pursuant to Paragraph 9 of the Lease Agreement, OWNER hereby consents to a Subsequent Assignment of the Lease from JERRY THOMAS SCANLAN, (as to 12.5 %), and from ILENE I. SCHOOLEY and THE LaVERNE DEAN SCHOOLEY and TRICIA M. SCHOOLEY FAMILY TRUST of February 25, 1999, (collectively as to 7.5 %) to SANFORD MARINA HOTEL CORPORATION. 5. Default and Notice to Cure Default and notice to cure shall be governed by Paragraph 18 of the Lease. 6. Method of Notice A. Notice must be in writing and be given at the respective addresses set forth below. B. Notice will be deemed given when: (i) delivered to a parry by hand or by courier /delivery service; or (ii) three (3) business days after being sent certified mail, return receipt requested, postage prepaid and deposited in the U.S. Postal Service. 2 C. Notice to LENDER shall be given to: UNITED SOUTHERN BANK Attention: Robert P. Adrid 2701 South Bay Street Post Office Box 1925 Eustis, Florida 32727 with copy to: ROBERT F. VASON, JR., ESQUIRE 501 East Fifth Avenue Post Office Box 1430 Mount Dora, Florida 37256 D. Notice to VENTURE shall be given to: VENTURE THIRTY -TWO, INC. Attention: Wallace S. Olsen, Jr. 2633 East Indian School Road Suite 400 Phoenix, Arizona 85016 with copy to: STEPHEN H. COOVER, ESQUIRE Hutchinson, Mamele & Coover, P.A. 230 North Park Avenue Post Office Box 1149 Sanford, Florida 32772 E. Notice to Lessee shall be given to: SANFORD MARINA HOTEL CORPORATION Attention: James C. Barggren 100 North Alexander Street Mount Dora, Florida 32757 with copy to: JERRY THOMAS SCANLAN 28 Port Marnoch Drive Coto de Caza, California 92679 3 and LaVERNE DEAN SCHOOLEY 200 Oceangate, Suite 1550 Long Beach, California 90802 F. Notice to Owner shall be given to: CITY OF SANFORD Attention: Tony VanDerworp, City Manager 300 North Park Avenue Sanford, Florida 32771 with copy to: /00*1. William L. Colbert, Esquire Stenstrom, McIntosh, Colbert, Whigham & Simmons, P.a. Post Office Box 4848 Sanford, Florida 32772 -4848 G. The addresses set forth above may be changed by a party by providing notice of the change in the manner herein provided. DLjm� t JI.Q,t,y-OJ 'June Crews Printed Name of Witness C rew� Printed Name of Witness Printed tness ROfoeeea Patae:10 Printed Name of Witness CITY OF SANFORD, Z Florida c o atio n E, Mayor By: Q Azitl< NET R. DOUGHE TY, C rk VENTURE THIRTY -TWO, INC., an Arizona Corporation By: _ H eo�l. OFF rr Printed Name of Witness Printed Name of Witness o, Printed Name � o f / ' • Printed Name of Witness .r Printed Name 'of Witness ra. SANFORD MARINA HOTEL JERRY THOMAS SCANLAN <-I-- Lk-4 8- ILENE I. SCHOOL� Printed Name of Witness CORPORATION, Printed Name of Witness VA STATE OF FLORIDA COUNTY OF SEMINOLE THE LaVERNE DEAN SCHOOLEY and TRICIA M. SCHOOLEY FAMIL TRUST of Feb. 25, 1999 By: C d - � �- UNITED SOUTHERN BANK, a Florida Banking Cation B I hereby certify that on this day, before me, an officer duly authorized in the State aforesaid to take acknowledgments, personally appeared LARRY DALE, Mayor, and JANET R. DOUGHERTY, City Clerk of the City of Sanford, Florida, who are personally known to me and they acknowledged before me that they executed the same. Witness my hand and official seal in the County and State last aforesaid this ZT ++day of �ulV 1999. cvAy P&* DIANE CREWS (_lL j-t _° COMMISSION # CC 655670 Notary Public, State of Florida , � EXPIRES JUN 15 2001 Print Name: 1 T )icL ne Crews �OF 7 ATLANTIC BONDING INC. 0 Printed Name of Witness ?001�, STATE OF ARIZONA COUNTY OF w"av(Loye, I hereby certify that on this day, before me, an officer duly authorized in the State aforesaid to take acknowledgments, personally appeared ?ion crnsi• , the saarekar y of VENTURE THIRTY -TWO, INC., an Arizona corporation, who is personally known to me or who produced as identification. Witness my hand and official seal in the County and State last aforesaid this 34 of JNty , 1999. Ilie f E Notary Public, State of Arizona .....,,�„ ,, +D Print Name: *Alpecaw taAsi o STATE OF FLO p D � A � COUNTY OF ✓W (� \nt�P aforesaid hereby certify that on this day, before me, an officer dul a orized in the State to take acknowledgments, personally appeared u l(Y1C , the of SANFORD MARINA HOTEL COAPORATI , a Floirda corporation, who is personally known to me or who produced as identification. Witness my hand and official seal in the County and State last aforesaid thisa� day of 1999. G .Mt heleKel! V C o Niy:;r.'ramssionCC630216 Notary Public, State of Florida expires AprO 20, 2001 Print Name: STATE OF FLORIDA COUNTY OF SEMINOLE SWORN TO AND SUBSCRIBED BEFORE ME THIS 29TH DAY OF AUGUST, 1999, BY JAMES C. BARGGREN, WHO HAS PRODUCED A VALID DRIVER'S LICENSE AS TYPE OF IDENTIFICATION AND WHO DID TARE AN OATH. MY COMMISSION EXPIRES: STATE OF FLORIDA COUNTY OF SEMINOLE J nv rss C Michele Kelley .� My Commission CC638216 Expires April 28, 2901 SWORN TO AND SUBSCRIBED BEFORE ME THIS 29TH DAY OF AUGUST, 1999, BY JERRY THOMAS SCANLAN, WHO HAS PRODUCED A VALID DRIVER'S LICENSE AS TYPE OF T ICA ION AND WHO DID TARE 07 AN OATH. NO Y PUBLIC MY COMMISSION EXPIRES: 4- ;N CMI9ele Keley My Cormission CC6M16 Re Expires Aprd 28, 2001 STATE OF FLORIDA COUNTY OF SEMINOLE SWORE TO AND SUBSCRIBED BEFORE ME THIS 29TH DAY OF AUGUST, 1999, BY JERRY THOMAS SCANLAN ATTORNEY IN FACT FOR ILENE I. SCHOOLEY, LAVERNE DEAN SCHOOLEY AND TRICIA M. SCHOOLEY, WHO HAS PRODUCED A VALID DRIVERS LICENSE AS TYPE OF IDENTIFICATION AND WHO DID TARE AN OATH. L Al ss� `p C MiGtela Ketley 3LI yti C m Commreslon CC63821e y� Expires Apnl28,2981 �arn� MY COMMISSION EXPIRES STATE OF CALIFORNIA COUNTY OF I hereby certify that on this day, before me, an office y authorized in the State aforesaid to take acknowledgments, personally appeare VERNE DEAN SCHOOLEY, Trustee of THE LaVERNE DEAN SCHOOLEY AnT TRICIA M. SCHOOLEY FAMILY TRUST of February 25, 1999, who is persona own to me or who produced as identification. Witness my hand and of ' al seal in the County and State last aforesaid this _ day of ,199. Notary Public, State of California Print Name: STATE OF FLORIDA COUNTY OF,LAKESFcv-,, le I hereby certify that on this day, before me, an ficer d ly�t� pried 'n the State aforesaid to take acknowledgments, personally appeared Ne f1� , the of UNITED SOUTHERN aANK, a Florida Banking Corporation, who is personally known to me or who produced L as identification. Witness my hand and official seal in the County and State last aforesaid thi� =l day of � 1999. ,. Notary Public, State of Florida p1 o .. e , Print Name: C Mimele Kelley My COMM,"ip„CC i6 Expires A,,,, 282001 f: \wp51 \grace \misc \barggren.agr E ^^ HUTCHISON, MAMELE & t+OOVER, P.A. ATTORNEYS AND COUNSELORS AT LAW WILLJAM C. HUTCHISON. JR. (1926 -1991] PARKFULTON BUILDING. 230 NORTH PARK AVENUE -RICHARD L. MANIELE ORFCE BOX 1149 STEPHEN H. COOVER � y�Ll 26 F 4 3 e• SANFORD. FLORIDA 32772 -1149 TMOTHY R. S —" -- [407) 322-4051 OF COUNSEL �/ FAX (40771 3300966 • BOARD CERTTREO MARITAL & FAMILY LAW TRANSMITTAL MEMO August 26, 1999 TO: City of Sanford ATTN: City Clerk HAND DELIVERED FROM: STEPHEN H. COOVER RE: Venture Thirty -Two, Inc. - Sanford Marina Hotel Corporation Attached please find a fully executed original of the Agreement to Give Notice and Consent to Assignment of Lease in the above referenced matter for your city records. Thank you for your assistance in this matter. Should you have any questions, please call. AGREEMENT TO GIVE NOTICE /w i \ AND CONSENT TO ASSIGNMENT OF LEASE This Agreement is made this day of , 1999, by the CITY OF SANFORD, a Florida municipal corporation, hereinafter called "OWNER "; VENTURE THIRTY -TWO, INC., an Arizona corporation, hereinafter called "VENTURE "; MARINA HOTEL CORP. OF SANFORD, INC., a Florida corporation, hereinafter called "MARINA HOTEL "; and UNITED SOUTHERN BANK, a Florida banking corporation, hereinafter G called "LENDER." k A. RECITALS: OWNER owns the fee simple title to the following- described real property located in Seminole County, Florida: Sanford Riverfront Project Lots 2 and 3, as recorded in Plat Book 14, page 88, Public Records of Seminole County, Florida. B. OWNER and TERRA MARKETING, INC., previously entered into that certain Land Lease dated May 11, 1995, recorded in Official Records Book 3001, page 1920, Public Records of Seminole County, Florida, pursuant to which TERRA MARKETING, INC., leased the above - described property from OWNER. C. VENTURE is the successor in interest to TERRA MARKETING, INC., by virtue of that certain Assignment of Lease dated November 10, 1995, from TERRA MARKETING, INC., to VENTURE THIRTY -TWO, INC., recorded in Official Records Book 3001, Page 1931, Public Records of Seminole County, Florida. D. VENTURE the current Lessee under the Lease, desires to assign its interest in the Lease to MARINA HOTEL, and MARINA HOTEL desires to accept the Assignment of the Lease and agrees to perform all of the obligations of the Lessee as set forth therein. E. Simultaneously with the Assignment of the Lease from VENTURE to MARINA HOTEL, MARINA HOTEL desires to mortgage its leasehold interest to LENDER. However, LENDER has requested that it be given notice and an opportunity to cure any defaults that may arise under the Lease. AGREEMENT In consideration of the foregoing recitals, other good and valuable considerations, and the mutual covenants herein set forth, it is agreed as follows: 1. Recitals The foregoing recitals are true and form a part of this Agreement. 2. Status of Lease The Lease Agreement described above and recorded in Official Records Book 3001, Page 1920, Public Records of Seminole County, Florida, is as of the date hereof in full force and effect, has not been amended, all Lease payments due to OWNER have been paid and are current, and to the best of OWNER'S knowledge VENTURE is not in default under any of the terms and conditions thereof. 3. Consent to Assignment Pursuant to Paragraph 9 of the Lease Agreement, OWNER hereby consents to an Assignment of the Lease from VENTURE THIRTY -TWO, INC., to MARINA HOTEL CORP. OF SANFORD, INC. 4. Default and Notice to Cure Default and notice to cure shall be governed by Paragraph 18 of the Lease. 5. Method of Notice A. Notice must be in writing and be given at the respective addresses set forth below. B. Notice will be deemed given when: (i) delivered to a party by hand or by courier /delivery service; or (ii) three (3) business days after being sent certified mail, return receipt requested, postage prepaid and deposited in the U.S. Postal Service. C. Notice to LENDER shall be given to: UNITED SOUTHERN BANK Attention: Robert P. Adrid 2701 South Bay Street Post Office Box 1925 Eustis, FL 32727 With a copy to: ROBERT F. VASON, JR., ESQUIRE 501 East Fifth Avenue Post Office Box 1430 Mount Dora, FL 32756 D. Notice to VENTURE shall be given to: VENTURE THIRTY -TWO, INC. Attention: Wallace S. Olsen, Jr. 2633 East Indian School Road . Suite 400 Phoenix, AZ 85016 With a copy to: E. Notice to MARINA HOTEL shall be given to: MARINA HOTEL CORP. OF SANFORD, INC. Attention: James C. Barggren 100 North Alexander Street Mount Dora, FL 32757 With a copy to: F. Notice to OWNER shall be given to: CITY OF SANFORD Attention: Tony VanDerworp, City Manager 300 N. Park Avenue Sanford, FL 32771 With a copy to: WILLIAM L. COLBERT, ESQ. Stenstrom, McIntosh, Colbert, Whigham & Simmons, P.A. P.O. Box 4848 Sanford, FL 32772 -4848 3 G. The addresses set forth above may be changed by a party by providing written notice of the change in the manner herein provided. Witnesses: Ii0 -ne, Cr ews (Print name) 'biane Crews (Print name) (Print name) (Print name) CITY OF SANFORD, a Florida municipal c oratio By�Zrry } D ale, Mayor ATTEST:: anet R. Dougherty, City CI rk VENTURE THIRTY -TWO, INC., an Arizona corporation, Print name: Title: 2 Miz (Print name) (Print name) (Print name) (Print name) so MARINA HOTEL CORP. OF SANFORD, INC., a Florida corporation M Print name: Title: UNITED SOUTHERN BANK, a Florida banking corporation 0 Print name: Title: 5 STATE OF FLORIDA COUNTY OF SEMINOLE I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid to take acknowledgments, personally appeared, LARRY DALE, Mayor and JANET R. DOUGHERTY, City Clerk, of the City of Sanford, Florida, who are personally known to me and they acknowledged before me that they executed the same. WITNESS my hand and official seal in the County and State last aforesaid this fq+h day of JUI q 1999. R DIANECREWS COMMISSION # CC 655670 ,,p EXPIRES JUN 15 2001 OP P ATLANTIC SONDATLANTIC 1fV0 W,, (N6, STATE OF ARIZONA COUNTY OF Notary Public, State of Florida Print Name: Di One. Crews I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid to take acknowledgments, personally appeared, the of VENTURE THIRTY -TWO, INC., an Arizona corporation, ❑ who is personally known to me or ❑ who produced as identification. WITNESS my hand and official seal in the County and State last aforesaid this day of , 1999. Notary Public, State of Arizona Print Name: STATE OF FLORIDA COUNTY OF I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid to take acknowledgments, personally appeared, the of MARINA HOTEL CORP. OF SANFORD, INC., a Florida corporation, ❑ who is personally known to me or ❑ who produced as identification WITNESS my hand and official seal in the County and State last aforesaid this day of , 1999. Notary Public, State of Florida Print Name: STATE OF FLORIDA COUNTY OF I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid to take acknowledgments, personally appeared, the of UNITED SOUTHERN BANK, a Florida banking corporation, ❑ who is personally known to me or ❑ who produced as identification WITNESS my hand and official seal in the County and State last aforesaid this day of , 1999. Notary Public, State of Florida Print Name: i:\nah \files\WsanforMassign of lease 7 JAN -27 -98 TUE 17;53 OLDREPUBLIC FAX N0, 6471735 P. 01 OLD REPU LIC NATIONAL TITLE INSURANCE COMPANY SEARCH DEP TMENT FAX TRANSM TTAL SHEET 1971 LEE 120 WINTER PART , FLORIDA 32789 (407) 647 -1915 FAX: (407) 647-1735 vex♦rr v**aav sax .* a*r r.* x.. r .. ............................... v.............. DATE:_ � -zq' "'! '7 , flfi PLEASP R TV: ✓' FROM: NUMBES INCLUDING TRLANSMITTAL SHEET. � YOUR OUR F p REGA P� rn^P k/nQc? yoL( Aw Gnu! I ,, n . A. �/ 1 1 , r Ck In fn? x w ti V.LO� -,/ m4/la—' 't / CLlr�ri~ aoroal" � r�zv1 lad &4 --J . ate,. * If you received thi facsimile in error, please notify us immediaticy at the telephone number above. * If you experience A blems with the quality of this facsimile, please telephone sender at the telephone num r above. Mm ,A ASSIGNMENT OF LEASE THIS AGREEMENT entered into this 10th day of November , 1995, by and between TERRA MARKETING, INC. (hereafter "Assignor ") and VENTURE THIRTY -TWO, INC. (hereafter "Assignee ") WITNESSETH: WHEREAS, Assignee is the owner of the real property and improvements thereon described as follows: Sanford Riverfront Project Lots 2 and 3, as recorded in Plat Book 14, Page 88, Public Records of Seminole County, Florida, subject to the rights of the City of Sanford, Florida; and WHEREAS, Assignor seeks to assign to Assignee all its right, title and interest to that certain Lease with the City of Sanford, Florida dated May 11, 1995, concerning the above - described property, and Assignee wishes to accept the Assignment, NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00), the mutual promises and covenants herein, as well as other good and valuable consideration not specifically mentioned, the Parties agree as follows: 1. Assignor assigns all its right, title and interest to Assignee with respect to that certain Lease dated May 11, 1995 (the Lease) with the City of Sanford, Florida. 2. This Assignment of Lease shall be effective October 1, 1995, between Assignor and Assignee. 3. Assignee shall perform all promises and covenants of Lessee under the Lease from October 1, 1995, through the term of the Lease. 4. This Assignment of Lease is subject to the consent of the City of Sanford, Florida. Witnes es: Terra Marketing, Inc. by: _ Ven re Thirty- o, Inc. by: = 04-7 State of ARIZONA ) ) ss. County of MARICOPA ) I HEREBY CERTIFY that on this day qualified to take acknowledgements, WALTH, President of Terra Marketing, person described in and who executed acknowledged before me the execution therein expressed, and who is per; produced WITNESS my hand and official seal at PHOENIX, said County and State aforesaid, this 10th day of November, 1995. State of ARIZONA County of MARICOPA C \_LW z cox, �4 c � X9-11 NOTARY PUBLIC - State f ARIZONA My commission expires: 06/29/97 ss. I HEREBY CERTIFY that on this day before me, an officer duly qualified to take acknowledgements, personally appeared WALLACE OLSEN, JR., President of Venture Thirty -Two, Inc., to me known to be the person described in and who executed the foregoing instrument and acknowledged before me the execution of the same for the purposes therein expressed, and w is personally known by me or has produced as identification. WITNESS my hand and official seal at PHOENIX, said County and State aforesaid, this 10th day of November, 1995. 0 occicuL sEA1. Rebecca S. Palacio NOWY PuNwSUts of M� NOTARY PUBLIC State of ARIZONA MARICOPA COUNTY My commission expires: 06/29/97 My Cam' FJW. Juno 20,19V CONSENT TO ASSIGNMENT The City of Sanford, Florida hereby consents to the Assignment of Leas t Terra Marketing, Inc. and Venture Thirty -Two, Inc. th day of d'�iwyt4il. , 1995. City of Sanford, Floriyla _ s before me, an officer duly personally appeared BEVERLY Inc., to me known to be the the foregoing instrument and of the same for the purposes 3onally known by m or has as identification. 014-7 LEASE THIS LEASE is made and entered into this //& day of A 4(V , 1995, by and between the CITY OF SANFORD, FLORIDA, a municipal corporation, hereinafter called "Lessor" and Terra Marketing, Inc., hereinafter called "Lessee." W I T N E S S E T HH: WHEREAS, Lessee owns the building located at 530 N. Palmetto Avenue, Sanford, Florida, on the following described real property, hereinafter called the "leased property ": Sanford Riverfront Project Lots 2 and 3, as recorded in Plat Book 14, Page 88, Public Records of Seminole County, Florida WHEREAS, the Lessor owns the above - described real property but not the building; and WHEREAS, there is an existing Lease upon the land dated April 14, 1967, and addendums thereto; and WHEREAS, the existing Lease is in default and is the subject of litigation in Case Number 89-3831- CA -14 -B pending in Circuit Court in Seminole County, Florida; and WHEREAS, Lessee is the successful bidder and successor in interest to the Resolution Trust Corporation, a party to the proceeding described above; and WHEREAS, Lessor and Lessee acknowledge that there has arisen a dispute as to the ownership of the underlying fee title interest to the real property described above; and WHEREAS, Lessor and Lessee agree to resolve the dispute by acknowledging Lessor as the fee simple owner of the real property and Lessee as the owner of the improvements thereon; and WHEREAS, the parties agree that Lessor shall lease the real property to Lessee, Lessor and Lessee shall stipulate to the dismissal of Lessee's claim against the Lessor in Case Number 89- 3831- CA -14 -B with prejudice, and the parties shall each execute full and unconditional releases of claims; and WHEREAS, the parties desire to reduce the terms and conditions of their agreement to writing. NOW, THEREFORE, for and in consideration of the mutual covenants herein contained and in consideration of the payments and undertakings herein mentioned and for other good and valuable considerations, the parties do hereby agree as follows: 1. Upon the terms and conditions hereinafter set forth and in consideration of the payment from time to time of the rentals herein provided, Lessor does hereby lease and let unto Lessee and Lessee hereby does lease from Lessor that certain real property lying and being situated at 530 N. Palmetto Avenue, Sanford, Seminole County, Florida, and more particularly described as follows: Sanford Riverfront Project Lots 2 and 3, as recorded in Plat Book 14, Page 88, Public Records of Seminole County, Florida 2. This Lease shall commence on May 1, 1995 and terminate on April 30, 2070. 3. The Lessee hereby covenants and agrees to pay to Lessor as rent for years 1 -10 the amount of $20,000, commencing May 1, 1995. For years 11 -75, the amount paid for rent will be adjusted by the same percent increase or decrease as the land valuation as determined by the Seminole County Tax Assessor every ten years, subject to certain minimum and maximum amounts. The year prior to - -2 -- a scheduled adjustment shall be used to determine land valuation. The maximum rental rates for years 11 -75 are as follows: Years 11 -20 25,000 Years 21 -30 30,000 Years 31 -40 35,000 Years 41 -50 40,000 Years 51 -60 50,000 Years 61 -70 60,000 Years 71 -75 70,000 The rent shall be adjusted on May 1st of each 10 year period in years 11, 21, 31, 41, 51, 61 and 71 and shall remain constant through the following ten years or until Lease termination. The rent shall be payable in equal monthly installments. The initial land value of the total property value to be utilized in these calculations for every rental adjustment shall be the final certified valuation for the year 1995, as determined by the Seminole County Property Appraiser (currently estimated to be $537,200). Rent may be reduced from rental period to rental period based upon a reduction in the final certified land valuation, but in no event shall rent decrease below $20,000 annually. For example, if the final certified land valuation in year 2004 is $617,780, the annual rental from May 1, 2005 through April 30, 2015 shall be $23,000. ([617,780 _ 537,200] x 20,000 = 23,000) Thereafter, if the final certified land valuation in year 2024 is $510,340, the annual rental from May 1, 2025 through April 30, 2035 shall be $20,000. ([510,340 _ 537,200] x 20,000 = 19,000, so $20,000 minimum applies) Thereafter, if the final certified land valuation in year 2034 is $1,101,260, the annual rental from May 1, 2035 through April 30, 2045 shall be $40,000. ([1,101,360 _ 537,200] x 20,000 = 41,000, so $40,000 maximum applies) Lessor shall provide - -3 -- Lessee with copies of all tax notices on a timely basis. Lessee shall have the right but not the obligation to contest any tax valuation or assessment. 4. Upon termination of this Lease in 2070, all improvements located upon the leased property shall remain the property of the Lessee. The Lessor shall have the option to purchase the permanently affixed improvements at their then fair market value as determined by 2 certified property appraisers, one selected and paid for by the Lessor and one selected and paid for by the Lessee. If these two property appraisers produce appraisals which do not differ by more than 108, then Lessor shall pay Lessee the average of the two appraisals. If these two property appraisers produce appraisals which differ by more than 108, those two shall mutually select a third certified property appraiser who shall value the permanently affixed improvements. If the third appraisers' valuation is equal to or between the valuation of the other two appraisers, that valuation shall be accepted by the Lessor and Lessee. If the third appraisers' valuation exceeds the other two, the second highest valuation shall be accepted by the Lessor and Lessee. If the third appraisers' valuation is lower than the other two, the second lowest valuation shall be accepted by the Lessor and Lessee. Lessee and Lessor shall share equally in the payment of the third appraisers' fee. If the Lessor does not chose to exercise its option to purchase the improvements, the Lessor has the right to offer the land, on which the improvements are located, to the Lessee for the Lessee's purchase. If the Lessor 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 valuation of the real property shall be the same as the method set forth above for the sale of the improvements. The terms for the sale or purchase of the permanently fixed improvements or real property shall be for cash, due and payable at closing with closing costs and procedures to be consistent with industry custom at the time of the sale or purchase. If the parties are unable to agree on industry custom, they shall, in good faith, attempt to mediate a resolution. If the Lessor does not elect to offer the real property for sale, and does not choose to buy the improvements, then this Lease term will be automatically extended for an additional installment of 10 years. If this extension is utilized, rent shall increase or decrease as provided for during ten year intervals described paragraph 3, above. These automatic extensions shall continue until the real property or improvements are sold or purchased by Lessor or Lessee under this paragraph. In case of an extension of the Lease, the rent shall be adjusted in accordance with the rent table in paragraph 3 of this Lease, in a linear extrapolation. 5. Lessee, in addition to the rentals .required herein, agrees to timely pay the annual ad valorem and any other taxes whether existing on the inception date of this Lease or accruing during the term of this Lease and any extensions or renewals thereof assessed and levied by any taxing authority on all building improvements on the leased property and on the leased property. 6. Lessee shall further provide public liability and property damage insurance naming Lessor as co- insured in a company or companies licensed in Florida in the amount of ONE MILLION AND N01100 ($1,000,000.00) DOLLARS. - -5 -- 1^*, 7. Lessee shall be solely responsible for all operations, maintenance and repairs concerning all facilities constructed upon the leased property, and Lessor shall have no responsibility for same. 8. The Lessee shall promptly execute and comply with all statutes, ordinances, rules, orders, regulations and requirements of the Federal, State, County and City Government and of any and all their Departments and Bureaus applicable to said leased property, for the correction, prevention, and abatement of nuisances or other grievances, in, upon, or connected with said leased property during said term; and shall also promptly comply with and execute all rules, orders and regulations of the applicable fire prevention codes for the prevention of fires, at Lessees own cost and expense. 9. The Lessee may not assign this lease without the written consent of the Lessor, said consent shall not be unreasonably withheld. Lessee may sublease any portion of the property without the written consent of the Lessor. 10. Lessee shall be liable for any environmental contamination that results from its occupancy or subleasing of the property. Lessor shall not be responsible for any environmental contamination caused by prior Lessees of the real property. Lessor shall be responsible for environmental contamination resulting from the creation of the landfill, and from water borne contamination along the shoreline. 11. Lessee covenants that it will not compete, nor permit its tenants, sublessees, assigns, or employees to compete with existing businesses located on the Sanford Riverfront Project owned by the - -6 -- r^* 1_"N City of Sanford, however, any existing use or business lawfully existing on the date of execution of this Lease shall be allowed to continue. This paragraph shall be deleted from this Lease as soon as the similar non - compete clause can be deleted from the other City leases on the Sanford Riverfront Project. 12. Lessor will not subordinate its fee simple ownership of the real property but agrees that Lessee may from time to time finance or refinance the operation of its business by placing a lien on the improvements located thereon. Lessor shall upon request of Lessee facilitate said financing or refinancing by executing such documents as are reasonably necessary, provided Lessor's ownership interest is not subordinated. 13. Lessor and Lessee shall stipulate to the dismissal by Plaintiff, with prejudice, of its suit against the Defendant, City of Sanford, and Defendant, City of Sanford, will withdraw all of the City of Sanford's affirmative defenses with prejudice in Case No. 89- 3831- CA -14 -B. Plaintiff and the City of Sanford will execute a consent to the entry of an amended Final Judgment Against General Innkeeping Acceptance Corporation and Seminole Isle Properties, in the form attached hereto as Exhibit "A" so that a public sale can be conducted and all other interests in the property foreclosure, all in accordance with that certain stipulation of settlement between Plaintiff and Defendant, City of Sanford, filed in the above referenced case. Lessor and Lessee shall each execute full and unconditional releases relating to said action concurrent with the execution of this Lease. A copy of the releases are attached as Exhibit "B ". 14. Lessee shall retain the right and responsibility, at its - -7 -- sole cost and expense, to maintain or remove the boat slips on the Southerly portion of the leased property. 15. Lessor will, consistent with its Land Development Code and ordinances, cooperate to improve directional signs to the Sanford Riverfront Project. 16. Subject to paragraph 18, below, upon default hereof by Lessee, this Lease, at the option of Lessor, shall terminate, in which event all facilities and permanently affixed equipment shall inure to and become the property of Lessor. In addition thereto, Lessor shall have all other rights and remedies afforded to it under the laws of the State of Florida, including, but not limited to, the right to apply to a Court of competent jurisdiction for the appointment of a receiver, and for all other remedies provided for by law, and specifically including all set forth in Chapter 83 of the Florida Statutes. The prompt payment of the rent for said leased property upon the dates named, and the faithful observance of the rules and regulations printed upon this Lease, and which are hereby made a part of this covenant, are the conditions upon which the Leasa is made and accepted and any failure on the part of the Lessee to comply with the terms of said Lease, or any of said rules and regulations shall, at the option of the Lessor, work a forfeiture of this contract, and all of the rights of the Lessee hereunder. 17. Subject to paragraph 18, below, if the Lessee shall become insolvent, or if bankruptcy proceedings shall be begun by or against the Lessee before the end of said term, the Lessor is hereby irrevocably authorized, at its option, to forthwith cancel this Lease, as for a default. Lessor may elect to accept rent from INIM such receiver, trustee, or other judicial officer during the term of their occupancy in their fiduciary capacity without affecting Lessor's rights as contained in this Lease, but no receiver, trustee, or other judicial officer shall ever have any right, title or interest in or to the above described leased property by virtue of this Lease. 18. That in the event of any default under this Lease, Lessor will not terminate the Lease or take any action to enforce any claim with respect thereto without giving to Lessee and Lessee's Lender, if any, at least thirty (30) days' prior written notice for nonpayment of rent, and sixty (60) days prior written notice for other default, and the right but not the obligation to cure such default within said period. In the event that a non - monetary default is noticed by Lessor to Lessee, and said default cannot reasonably be cured within sixty (60) days, due to an act of God, military or usurped power, sabotage, governmental regulations or control, inability to obtain any material, service or financing through acts of God or other causes beyond the control of Lessee, then Lessee shall have a reasonable time to cure the default. 19. So long as the Lessee pays the rent required by this lease, and faithfully performs and observes all of the covenants and provisions hereof upon its part to be performed, Lessee shall have peaceable and quiet enjoyment and possession of the leased property, without any let or hindrance from the Lessor or of any persons or entities lawfully claiming through the Lessor. 20. Lessee may erect signage on Sanford Riverfront Project Lot 3 similar to existing signage on the leased property, subject to all applicable statutes, ordinances, rules, orders, regulations 10601� 19 and requirements existing on the date Lessee makes application. 21. Lessee shall have the right to improve and remove improvements on the leased property subject to all applicable statutes, ordinances, rules, orders, regulations and requirements existing on the date Lessee makes application. 22. All duties and obligations under this Lease, and all attempts to enforce rights under this Lease shall be governed by reasonable commercial standards of good faith. 23. The parties agree to execute a Memorandum of Lease setting forth the legal description, term, and parties to this Lease to be recorded in the Public Records of Seminole County, Florida. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals to this Lease on the day and year first written above. Signed, sealed and delivered in the presence of: R tnes, / Witness aU a , Witijess CITY OF SANFORD, FLORIDA B y : TERRA MARKETIN INC. By::.P J - -lo -- RESOLUTION TRUST CORPORATION, as Receiver for Groat southern Federal Savings and Loan Association, a federally chartered mutual association, successor to Great Southern Federal savings Bank by virtue of an acquisition agreement entered into pursuant to Federal Home Loan Bank Board Resolution No. 89 -1591 dated June 21, 1989, Plaintiff, V . SEMINOLE ISLE PROPERTIES, a Florida general partnership; JOHN W. SCHOETTELKOTTE, individually and as general partner of Seminole Isle Properties; EDWARD F. WELCH, individually and as general partner of Seminole Isle Properties; CITY OF SANFORD, FLORIDA, a municipal corporation; and GENERAL INNKEEPING ACCEPTANCE CORPORATION, a corporation, Defendants. 0 I . -, y � IN THE CIRCUIT COURT EIGHTEENTH JUDICIAL CIRCUIT, SZMxNO COUNTY, FLORIDA Case No. 89- 3831 -CA -148 AMENDED FINAL JIIDC)MNT OF FORECLOSURE AGAINST DEFENDANTS GENERAL INNKEEPING ACCEPTANCE &Q 0 8TI9�i_IIND SEMINOL, - -I-SLE PROPERTIES Upon consideration of plaintiff Resolution Trust corporation and defendant Ccneral Innkeeping Acceptance Corporation's ("GIAC^) Stipulation for Voluntary Dismissal of Counterclaim and Withdrawal of Affirmative Defenses dated March 31, 1995 and pursuant to the Stipulation of Settlement between Plaintiff and Defendant, City of Sanford served on April 24, 1995, and the court having considered the pleadings and affidavits in the Court file and being otherwise fully advised, it is upon consideration 1. This Court has jurisdiction of the parties in this cause and its subject matter; the allegations contained in the Amended Complaint and Amendment to Complaint referring to GIAC have been proven by competent evidence; the equities in this case are with the plaintiff; there is no genuine issue of material fact; and plaintiff is entitled to judgment as a matter of lava. 2. Plaintiff holds a lien superior to any claim, lien, interest or estate held by defendants Seminole Isle Properties and GIAC, or to anyone claiming by, through, under or against those defendants in this case after the filing of the Notice of Lis Pondens in this action upon the property in Seminole County, Florida (the "Property "), which is more particularly described in the attached Exhibit A. 3. Defendant'GIAC subordinated its interest in the Property to the lien and effect of plaintiff's mortgage and security agreement and any and all rights or claims of GIAC in this action are subordinate and inferior to the lien and effect of plaintiff's mortgage. 2 r*, !. All other defenses raised by GIAC are insufficient as a matter of law. 5. Plaintiff was awarded a Final Judgment of Foreclosure against defendants Seminole Isle Properties, John W. Schoettelkotte and Edward F. Welch on April 20, 1993 in the amount of $3,100,829.57 (the "Judgment Amount") with interest accruing since that time at the statutory rate. 6. If the Judgment Amount, with interest accruing since April 20, 1993 at the rate prescribed by law, plaintiff's costs and attorneys' fees and all costs of this action accruing subsequent to this judgment are not paid immediately, the Clerk of this Court shall sell the Property at public sale on , 1995, at 11:00 a.m., to the highest bidder for cash, at the west front door of the Seminole County courthouse, 301 N. Park Avenue, Sanford, Florida, in accordance with Section 45.031, Florida Statutes. 7. The Clerk shall not conduct the sale unless plaintiff or its representative is present to bid at the sale. Furthermore, plaintiff may cancel the sale on notice to the Clerk and without order of the Court. S. Plaintiff shall advance all subsequent costs of this action and shall be reimbursed for them by the Clerk if plaintiff is not the purchaser of the Property at the sale. If plaintiff is the purchaser, the Clerk shall credit plaintiff's bid for the Judgment Amount and with interest and costs accruing subsequent to 3 100%, 1 004., this judgment, or such part of it as is necessary to pay the bid in 'full. 9. on filing the Certificate of Title, the Clerk shall distribute the proceeds of the sale, so far as they are sufficient, by paying: first, all of plaintiff's costs; second, documentary stamps affixed to the certificate of title; third, plaintiff's attorneys' fees; fourth, the Judgment Amount due to plaintiff less the items paid plus interest at the rate prescribed by law from April 20, 1993 to the date of the sale; and by retaining any amount remaining pending further order of this Court. 10. on filing the Certificate of Title, defendants Seminole Isle Properties, John W. Schoettelkotte, Edward r. 'Welch and GIAC and all persons claiming under or against them since the filing of the Notice of Lis Pendens shall be foreclosed of all estate right, title, interest or claim in the Property and the purchaser at the sale shall be let into possession of the Property. 11. Plaintiff may assign this judgment without further order from this court. 12. If plaintiff is the successful bidder at the public sale, it nay assign its bid without further order from this Court. 13_ After confirmation of the sale, the Clerk is authorized and directed, after receiving a written request from the plaintiff, to deliver the original (a) Promissory Note and (b) Mortgage to the plaintiff and the copies attached to the Amended complaint and 4 Anondment to Complaint or other copies to be furnished by the plaintiff shall be substituted. la. Jurisdiction of this action is also retained to enter further orders as are necessary or proper including, without limitation, grits of possession, deficiencies, the awarding of plaintiff's attorneys' fees, costs and distribution of any funds placed in the registry of the Court from the proceeds of the sale and the discharge of the Receiver and his surety. DONE AND ORDERED in Chambers, at Sanford, Seminole County, Florida, this day of May, 1995. Seymour Benson Circuit Court Judge Copies furnished to: Douglas D. Churn, Esq. Stephen H. COOVer, Esq. Catherine D. Reischmann, Esq. William H. Robbinson, 7r., Esq. IOW4 5 EXHIBIT "B" GENERAL RELEASE KNOW ALL MEN BY THESE PRESENTS, that TERRA MARKETING, INC., an Arizona corporation, for and in consideration of the sum of Ten Dollars ($10.00) lawful money of the United States of America, to it in hand paid by the CITY OF SANFORD, FLORIDA, a municipal corporation, has remised, released, and forever discharged, and by these presents does, for its officers, directors and shareholders, remise, release, acquit, satisfy and forever discharge the said CITY OF SANFORD, FLORIDA, of and from all, and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law, or in equity, which against the CITY OF SANFORD, FLORIDA it ever had, now has or hereafter can, shall or may have, for, upon or by reason of any matter, cause, or thing whatsoever, from the beginning of the world to the day of the date of these presents, save and except those matters set forth in the Lease between the parties dated May J_, 1995. IN WITNESS WHEREOF, an officer of TERRA MARKETING, INC. has hereunto set his hand and seal the S day of May, 1995. Signed, Sealed and Delivered in presence of: TERRA MARKETING, INC. �k l ? CCkA P�C(�dQ BY: Title: (Corporate Seal) EXHIBIT "B" bR'd . • ems. � STATE OF Arizom0., COUNTY OF rA4x i CG?0. I HEREBY CERTIFY that on this day before me, an officer duly qualified to take acknowledgements, personally appeared 6everly_WRI+h of TERRA MARKETING, INC., to me known to be the person described in and who executed the foregoing General Release, and has acknowledged before me the execution of the same for the purposes therein expressed, who is personally known to me and who did not take an oath. WITNESS my hand and official seal at CNOCh'x said County and State aforesaid, this 6+h day of May, 1995. Q UIjUt2A V CAU VA,A. Notary Pub�State of My Commission Expires: y OFFICIAL SEAL 6 REBECCA S. PALACIO Notary Publlc • State o! Arizona +f D MARICOPA COUNTY I g My Comm. Expires June 29,1997 YNNNNNNNNNNN.MNNNNNNN� 2 Cq'A I ,", EXHIBIT "B" GENERAL RELEASE KNOW ALL MEN BY THESE PRESENTS, that the CITY OF SANFORD, FLORIDA, a municipal corporation, for and in consideration of the sum of Ten Dollars ($10.00) lawful money of the United States of America, to it in hand paid by TERRA MARKETING, INC. an Arizona corporation, has remised, released, and forever discharged, and by these presents does, remise, release, acquit, satisfy and forever discharge the said TERRA MARKETING, INC., their officers, directors and shareholders, of and from all, and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law, or in equity, which against TERRA MARKETING, INC. it ever had, now has or hereafter can, shall or may have, for, upon or by reason of any matter, cause, or thing whatsoever, from the beginning of the world to the day of the date of these presents, save and except those matters set forth in the Lease between the parties dated May , 1995. IN WITNESS WHEREOF, they have hereunto set their hand and seal the `/ day of May, 1995. Signed, Sealed and Delivered in presence of: City of Sanford, Florida O / �•� � : BY BETT E EV. SMITH, its Mayor (Corporate Seal) EXHIBIT "B" 7_9'd STATE OF FLORIDA COUNTY OF SEMINOLE I HEREBY CERTIFY that on this day before me, an officer duly qualified to take acknowledgements, personally appeared BETTYE D. SMITH, Mayor of the City of Sanford, to me known to be the person described in and who executed the foregoing General Release, and has acknowledged before me the execution of the same for the purposes therein expressed, who is personally known to me and who did not take an oath. WITNESS my hand and official seal at Sanford, said County and State aforesaid, this 11 day of May, 1995. C "�CCJQ..) Notary Public -State of Florida My Commission Expires: 2 20 'd