064-Riverwalk Trailhead Agrmt tAGREEMENT TO LEASE
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THIS AGREEMENT (the "Agreement') is made and entered as of the 27th
day of October, 2003, by and among the CITY OF SANFORD, FLORIDA, a
municipal corporation organized and existing under the laws of the State of
Florida (the "City "), whose address is 300 North Park Avenue, Sanford, Florida
32771, and WILSON CENTER, INC., a Florida corporation whose address is 160
International Parkway, Suite 250, Heathrow, Florida 32746 (being sometimes
referred to as the "Developer ").
WITNESSETH:
WHEREAS, the Developer intends to develop certain property containing
a total of approximately 11,316.24 square feet or 0.2598 acres being more
specifically described as follows:
Project Name /Address:
Marina Riverwalk Trailhead Centre (the "Project')
NE Corner of N. Palmetto Avenue and E. Seminole Boulevard
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Sanford, Florida
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Description:
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THAT PROPERTY LOCATED AT THE NORTHEAST CORNER OF EAST
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SEMINOLE BOULEVARD AND NORTH PALMETTO AVENUE IN THE CITY
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OF SANFORD, FLORIDA, MORE SPECIFICALLY DESCRIBED IN EXHIBIT
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property sometimes to be referred to as the "Site ".
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WHEREAS, the City desires to develop a Trailhead Building at the entry to
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Marina Isle in order to provide restroom facilities and an outdoor cafe in order to
service persons utilizing the Riverwalk; and
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WHEREAS, the Trailhead Building is not financially feasible for the City to
construct due to high cost and the fact that other City facilities and services are of
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a higher priority; and
WHEREAS, the City, in similarity to public - private partnerships already
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established for the Marina Isle, desires a private partner to share the
development and success of the Trailhead Building Project; and
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WHEREAS, the Developer, Wilson Center, Inc., intends to develop a
Trailhead Building Project including retail commercial, outdoor restaurant/cafe,
and public restroom facilities; and
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7/7/03 1
FILE NUM 2003200311
OR BOOK 05091 PAGE 0663
WHEREAS, the proposed development is consistent with the Lake
Monroe Waterfront and Downtown Sanford Community Redevelopment Plan;
and
WHEREAS, the proposed development is consistent with the City of
Sanford Comprehensive Plan; and
WHEREAS, Wilson Center, Inc. specifically agrees:
1. That the conditions and commitments contained herein run with,
follow and perpetually burden the Site; and
2. To build or cause to be built a Trailhead Building Project including
retail commercial, outdoor restaurant/cafe, and public restroom facilities plus
associated Site improvements on or before December 31, 2004; and
3. To develop the Site consistent with and in compliance to the
Sanford Land Development Regulations and all other applicable regulations and
ordinances of the City and other regulatory agencies; and
4. To submit on or before December 31, 2003, the Project for review
as a Development Plan which requires site plan approval by the Sanford
Planning and Zoning Commission and engineering plan approval by the City and
that any and all conditions and commitments resultant from that process shall be
complied with; and
5. To pay, in advance, for any and all costs that may result from the
modification of the Riverwalk design so as to accommodate integration and
harmonization with the Project. The City shall have final approval of the design
of the site and materials utilized in the Site: and
6. To pay for any and all utility and stormwater facility relocation costs
associated with the Project in advance of any such work; and
7. To ensure that construction of the Project will begin within one
hundred and eighty days (180) of issuance of initial building permit, which shall
be obtained on or before December 31, 2003, for the Project if all inspections
have been successfully completed; and
8. To insure that certificates of occupancy for the Project will be issued
within one (1) year of the issuance of the building permit; and
9. Provide and fund perpetual maintenance of and provide public
access during normal business hours to public restrooms constructed on the
Site; and
10. Provide and fund design and construction for an appropriate drive
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FILE NUM 2003200311
OR BOOK 05091 PAGE 0664
to serve both, the Project and concurrently the bus and patron traffic to the
marina parking lot to the north and to provide for a cross access easement to
serve this parking lot. The City shall have final approval of the design of the Site
and materials utilized in the site.
WHEREAS, the City specifically agrees:
1. To enter a lease with the City leasing the Property to Wilson
Center, Inc., within sixty (60) days of execution of this Agreement. Such lease
shall generally be consistent with provisions contained in other leases on the
Marina Isle as follows:
A. Annual base rental of one thousand dollars ($1,000) for the initial five
(5)year lease term;
B. Increase annual rental for each year of the successive five (5)year
lease term by five hundred dollars ($500.00);
C. Term and duration of lease through 2040 with first refusal of renewal
for an additional forty -five 45 year lease period.
2. To waive all City permit fees for the Project.
WHEREAS, the City and Wilson Center, Inc., specifically agree:
1. That the parties will execute any documents reasonably necessary
to implement the provisions of this Agreement and the parties shall approach the
Project and all associated acts to benefit the public health, safety and welfare of
the citizens of the City of Sanford and the City's Riverwalk Project as well as the
Developer's Project.
2. That failure to adequately satisfy the terms and conditions of this
Agreement or the Lease will cause Property to revert to the City.
3. The City may modify the timeframes outlined in this Agreement if it
is deemed in the public's interest.
4. Notwithstanding anything to the contrary stated elsewhere in this
Agreement, the City shall have no obligation to fund any public facilities or
infrastructure necessitated by the development of the Site.
5. In addition to the acts recited in or set forth in this Agreement, the
City and Wilson Center, Inc. agree to perform or cause to be performed, in a
timely manner, any and all further acts as may be reasonably necessary to
implement the provisions of this Agreement including, but not limited to, the
execution and /or recordation of further instruments; provided, however, that the
City's obligations shall be subject to such limitations of law as may be applicable
to municipalities.
7/7/03 3
FILE NUM 2003200311
OR BOOK 05091 PAGE 0665
This Agreement is solely for the benefit of the formal parties to this
Agreement, and no right or cause of action shall accrue by reason hereof to or
for, the benefit of any third party not a formal party hereto. Nothing in this
Agreement, expressed or implied, is intended or shall be construed to confer
upon or give any person or entity any right, remedy or claim under or by reason
of this Agreement or any provisions or conditions hereof, other than the parties
hereto and their respective representatives, successors and assigns.
6. This Agreement shall become effective upon its being duly
executed by all of the parties hereto.
7. To the limited extent permittable by State law, but subject to the
statutory limits of liability set forth at Section 768.28, Florida Statutes, the City
agrees to indemnify and hold harmless Wilson Center, Inc. from and against any
and all claims, assertions, damages, judgments and lawsuits arising from the
negligent acts or omissions of the City or its officers, employees or agents under
and pursuant to this Agreement. Reciprocally, Wilson Center, Inc. agrees to
indemnify and hold harmless the City from and against any and all claims,
assertions, damages, judgment and lawsuits arising from the acts or omissions of
Wilson Center, Inc. or its officers, employees or agents under and pursuant to
this Agreement.
8. Time is of the essence of the lawful performance of the duties and
obligations contained in this Agreement. The parties covenant and agree that
they shall diligently and expeditiously pursue their respective obligations set forth
in this Agreement.
9. This Agreement and the terms and conditions hereof shall be
binding upon and inure to the benefit of the City and Wilson Center, Inc., and
their respective successors in interest; provided, however, that this Agreement
shall not be assigned by Wilson Center, Inc., in whole or part, to any other
person or entity without the express written consent of the City. The City, at its
sole discretion, reserves the right to deny any assignment of this Agreement.
10. This Agreement and the provisions contained herein shall be
construed, controlled and interpreted according to the laws of the State of
Florida.
11. Each party hereto represents to the other that it has undertaken all
necessary actions to execute this Agreement, and that it has the legal authority
to enter into this Agreement and to undertake all obligations imposed on it.
12. The City shall, within five (5) business days following full execution
of this Agreement, and at the Developer's sole cost and expense, record a fully
executed counterpart of this Agreement in the Public Records of Seminole
County, Florida.
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FILE NUM 2003200311
OR BOOK 05091 PAGE 0666
13. Florida law shall govern the interpretation and enforcement of this
Agreement. In any action or proceeding required to enforce or interpret the
terms of this Agreement, venue shall be in the Eighteenth Judicial Circuit Court in
and for Seminole County, Florida.
14. This Agreement is the result of bona fide arms length negotiations
between the City and Wilson Center, Inc., and all parties have contributed
substantially and materially to the preparation of the Agreement. Accordingly,
this Agreement shall not be construed or interpreted more strictly against any
one party than against any other party.
15. In the event of any action to enforce the terms of this Agreement,
the prevailing party shall be entitled to recover reasonable attorneys' fees,
paralegals' fees, and costs incurred, whether the same be incurred in pre -
litigation negotiation, litigation at the trial level, or upon appeal.
16. The headings or captions of the sections and subsections
contained in this Agreement are used for convenience and reference only, and
do not, in themselves, have any legal significance and shall not be afforded any.
The exhibits to this Agreement are hereby incorporated into this Agreement and
are an integral part of this Agreement.
17. Following the recordation of this Agreement, the benefits and
burdens of this Agreement shall become a covenant running with the title to the
Site, and all parts and parcels thereof, and this Agreement shall be binding upon
and inure to the benefit of the City and its assigns and successors in interest.
18. If any provision of this Agreement, the deletion of which would not
adversely affect the receipt of any material benefits by either party to the
Agreement or substantially increase the burden of either party to the Agreement,
shall be held to be unconstitutional, invalid or unenforceable to any extent by a
court of competent jurisdiction, such portion shall be deemed a separate, distinct,
and independent provision and the same shall not affect in any respect
whatsoever the validity or enforceability of the remainder of the Agreement.
19. Any notice that is to be delivered hereunder shall be in writing and
shall be deemed to be delivered (whether or not actually received) when (i) hand
delivered to the official hereinafter designated, or (ii) upon receipt of such notice
when deposited in the United States mail, postage prepaid, certified mail, return
receipt requested, addressed to the parties as follows (neither e- mail,facsimile
transmittal is acceptable as a form of notice in this Agreement):
To the City: City Manager
City of Sanford
300 North Park Avenue
Sanford, Florida 32771
7/7/03 5
FILE NUM 2003200311
OR BOOK 05091 PAGE 0667
To Wilson Center, Inc.: Mr. Robert L. Horian
550 N. Palmetto Avenue
Sanford, Florida 32771
20. This Agreement constitutes the complete and entire agreement
between the City and Wilson Center Inc., with respect to the subject matter
hereof, and supersedes any and all prior agreements, arrangements or
understandings, whether oral or written, between the parties relating thereto, all
of which have been integrated herein.
21. This Agreement may not be amended, changed, or modified, and
material provisions hereunder may not be waived, except by a written document,
of equal dignity herewith, approved by the City Commission of the City and
Wilson Center, Inc., and signed by all parties to this Agreement.
22. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which, taken together, shall
constitute one and the same document.
23. This Agreement touches and concerns the previously described
property and the conditions, commitments and provisions of this Agreement shall
perpetually burden, run with and follow the said Property and be a servitude upon
and binding upon said property unless released in whole or part by action of the
City by virtue of a document of equal dignity herewith. The Developer of the said
property has expressly covenanted and agreed to this provision and all other
terms and provisions of this Agreement.
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FILE NUM 2003200311
OR BOOK 05091 PAGE 0668
COMES NOW, Wilson Center, Inc., the Developer of the afore described
properties described and referred to in this Agreement, on behalf of itself and its
heirs, successors, assigns or transferees of any nature whatsoever and consents
to, agrees with and covenants to perform and fully abide by the provisions, terms,
conditions and commitments set forth in this Agreement.
ATTEST:
WILSON CENTER, INC.
WITNESSES: &�
Robert L. Horian, Sole Officer
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(CORPORATE SEAL)
ATTEST:
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Janet R. Dougherty, Ci Clerk
APPROVE AS TO FO RM AND
Date:' I
CITY OF SANFORD, FLORIDA
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Brady Less rd, Mayor
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t- - S UNC 0 R PROPERTIES, INC
SECTION 25. TOWNSHIP /9 SOUTH. RANGE JO EAST
THE CITY Of SANFORD. SEMI NOL E COUNTY, FL OR / DA
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