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L 85 Harbour Place LseThis agreement, made and entered into by and between HARBOUR PLACE PARTNERSHIP, a Florida General Partnership, whose address is 305 Douglas Place, Altamonte Springs, Florida 32714, as "Assignor" and WILSON CENTER, INC., a Florida Corporation, whose address is 550 North Palmetto Ave., Sanford, Florida, as "Assignee". Witnesseth: WHEREAS, Harbour Place Partnership purchased and took by way of Quit Claim Assignment of Leasehold Interest, from Sun Trust Bank, National Association, as Assignor, that certain lease originally entered into by the City of Sanford, Florida, as Lessor and John Smith, as Lessee dated November 15, 1985; and WHEREAS, thereafter, the City of Sanford and Harbour Place Partnership terminated the above referenced lease and entered-into another Lease dated October 23, 1995, a copy of which is attached hereto and marked Exhibit "A", hereinafter referred to as the "Lease"; and Whereas, the parties desire to assign the Lease from Assignor to Assignee. Now Therefor, in consideration of $10.00 and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: /V Assignor grants, sells, conveys, transfers, and assigns all of Assignor's right, title, and interest in and to the Lease to Assignee from the date hereof. Assignee accepts this assignment of the Lease and assumes all rights and obligations as Lessee of the Lease. IN WITNESS WHEREOF, the parties have executed this Agreement intending to be bound thereby on the dates indicated below their signatures. (End of text. The next page is the Signature page.) IM I all MARYPNW MORSE, CLERK OF CIRCUIT COURT SEMI LE COLWTY Prepared by and return BK 05021 PG 1835 to after recording: CLERK'S # 2003167072 ,T Frank C. Whigham, Esq. REWROED 09/19/2003 11:13:07 AN P.O. Box 4848 RELIMING FEES 51.00 Sanford, FL 32771 REMMD BY 9 O'Kelley ASSIGNMENT OF LEASE This agreement, made and entered into by and between HARBOUR PLACE PARTNERSHIP, a Florida General Partnership, whose address is 305 Douglas Place, Altamonte Springs, Florida 32714, as "Assignor" and WILSON CENTER, INC., a Florida Corporation, whose address is 550 North Palmetto Ave., Sanford, Florida, as "Assignee". Witnesseth: WHEREAS, Harbour Place Partnership purchased and took by way of Quit Claim Assignment of Leasehold Interest, from Sun Trust Bank, National Association, as Assignor, that certain lease originally entered into by the City of Sanford, Florida, as Lessor and John Smith, as Lessee dated November 15, 1985; and WHEREAS, thereafter, the City of Sanford and Harbour Place Partnership terminated the above referenced lease and entered-into another Lease dated October 23, 1995, a copy of which is attached hereto and marked Exhibit "A", hereinafter referred to as the "Lease"; and Whereas, the parties desire to assign the Lease from Assignor to Assignee. Now Therefor, in consideration of $10.00 and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: /V Assignor grants, sells, conveys, transfers, and assigns all of Assignor's right, title, and interest in and to the Lease to Assignee from the date hereof. Assignee accepts this assignment of the Lease and assumes all rights and obligations as Lessee of the Lease. IN WITNESS WHEREOF, the parties have executed this Agreement intending to be bound thereby on the dates indicated below their signatures. (End of text. The next page is the Signature page.) Sig d, ealed an ered -'iv he ce Zilne s ses: W ne s Signature\ 4nt-pd Sig-natu- Wi-Efieqs Sign!9i`tu`r--e-` Printed Signature Wi,rAa4ss Signal re pf gaited Sigiiat, q Witness SighatLire Printed Signature State of Florida County of Seminole FILE NUM 2003167072 OR BOOK 05021 PAGE 1836 HkRB-eUR­-RLACE PARTNERSHIP, a Fl By H. ("General Partner") -17%- Dated: September 4f,--2003. WILSON C#dll-, C. By: Robert L. 'H 1 as its President 550 N. Palmetto Ave. Sanford, FL 32771 / Dated: September , � 2003. I certify that on this date before me, an officer duly authorized in the state and county named above to take acknowledgments, personally appeared H. A. Duncan, known to me to be the person described in and who executed the foregoing instrument as general partner of Harbour Place Partnership, Florida a general partnership. He acknowledged before me that he executed the foregoing instrument as the act and deed of the partnership for the uses and purposes therein mentioned under authority duly vested in him by said partner hip. He are personally known to me or 4 partner as identification. Executed and sealed by me at Florida on -i- f -� 1 2003. (Affix notary seal)___ PATRICIA WAUSMN my COMMISSION # DD 129074 EXPIRES: September 30, 2006 Brn 1hru Notary Public UndermwildWs State County of Seminole Notary Public-State of Florida Print Name: I certify that on this date before me, an officer duly authorized in the state and county named above to take acknowledgments, personally appeared Robert L. Horian, known to me FILE NUM 2003167072 OR BOOK 05021 PAGE 1837 to be the person described in and who executed the foregoing instrument as President of Wilson Center, Inc., a Florida Corporation. He acknowledged before me that he executed the foregoing instruments as the act and deed of the corporation for the uses and purposes therein mentioned under authority duly vested in him by said corporation. He is personally known to me or provided as identificaEl-n - Executed and sealed by me at Florida on 2003. (affix notary seal) Notary Public-State of Florida Print Name: �; -�, ,,,;,j - I fi 11� YAy f�, ll, PATRICIA W. AUSTIN MY COMMISSION #DD129074 EXPIRES: September 30, 2006 _10 Bowed Thru Notary ftbc Undetwritets i:\fcw\ret\Wilson Center, Inc.\Harbour Place\Assignment of Ground lease FILE NUM 2003167072 L- L)1+ L/ OR BOOK 05021 PAGE 1838 LRASE ,,� ;-- da y of THIS LEASE is made and entered into this 1995, by and between the CITY OF SANFORD, FLORIDA, a municipal corporation, hereinafter called "the City" or "Lessor" and 13ARBOUR PLACE PARTNERSHIP, 305 Douglas Avenue, Altamonte Springs, FL 32714-3332, hereinafter called "Harbour Place" or "Lessee." W I T 14 U S S R T H: WHEREAS, Harbour Place owns the building located on the following described real property, hereinafter called the "Prior Leased Property", Beginning at the Northeast corner of Lot 1, SANFORD RIVERFRONT PROJECT, according to the Plat thereof as recorded in Plat Bock 14, Page B8, of the Public Records of Seminole County, Florida, run N. 6911614511 W., along the Northerly line of said Lot 1, a distance of 400 feet, thence run S. 4112611911 W,, 144.33 feet, thence run S. 69016145-- E., 451.06 feet to the Easterly line of Lot 1, thence run X. 2004311511 E., 135.00 feet to the Point of Beginning. Containing 1.2397 acres (54,000 square feet). Together with access for ingress and egress over the paved road known as North Palmetto Avenue extended from its intersection with Seminole Boulevard to the demised premises described herein; and WHEREAS, the City owns the Prior Leased Property but not the improvements and building located thereon; and WHEREAS, there is an existing Lease upon the Prior Leased Property dated' November 25, 1985, Addendum dated April 3, 1986, and Second Addendum dated April 28, 1.986 (hereinafter collectively referred to as the "Prior Lease Documents"); and WHEREAS, the City and Harbour Place are desirous of entering into this Lease, which shall supersede and replace the Prior Lease Documents. M/Zoo 'd SNVId 1IM30 HNINJ V6 :01 (02A)B�01-'M FILE NUM 2003167072 OR BOOK 05021 PAGE 1839 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 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 in Sanford, Seminole County, Florida, commonly known as One Harbour Place, hereinafter referred to as the "Leased Property ", and more particularly described as follows: Beginning at the Northeast corner of Lot 1, SANFORD RIVERFRONT PROJECT, according to the plat thereof as recorded in plat Book 14, Page 88, of the Public Records of Seminole County, Florida, run N. 690161451 W., 140 feet for a Point of BeginningT thence continue W. 69016'45' w- along the Northerly line of said Lot 1, a distance of 260 feet; thence run S. 410261191, W., 144.33 feet; thence run S. 6901614511 E. 311.059 feet to the e Easterly line of Lot 1; thence run N. 201143'1511 R. 135-00 feet to the Point of Beginning. Containing 0.685 acres (38545.6 square feet). 2. The term and duration of this Lease shall terminate on the 31st day of December, 2040. 3.* That Lessee hereby covenants and agrees upon execution Of this Lease to pay to Lessor as rent for calendar year 1996 the sum of THREE THOUSAND THREE HUNDRED FIFTY -THREE AND N01100 ($3,353,00) DOLLARS with subsequent annual rentals to be due in advance without demand on January 1 of each year for each and every year of the term of this Lease, at the office of the Finance Director of the City of Sanford, Post Office Box 1786, Sanford, Florida 32772-1786 --2-- 910/200 'd MLi 698 P IS1 SNIVId IIHNSO 39MH 3t:01 (03A)20,01-'d9S FILE NUM 2003167072 OR BOOK 05021 PAGE 1840 and to Pay to Lessor as rent from september It 1995, to December 31, 1995, Monthly =Gnt Of $279.42. 4. Both parties agree that the annual rent of Three thousand three hundred fifty-three dollars ($3,353.00), shall increase three percent (3%-) beginning January 1, 1997 and shall increase three percent (3%-) per year for each and every year thereafter during the term of this Lease, ed that, all improvements located 5. It is furthermore agre upon the Leased Property shall upon the termination Of this Lease, including any renewal in accordance with paragraph 14 herein, revert in fee simple absolute to the City Of Sanford. 6. Lessee, in addition to the rentals required herein, agrees to timely Pay all the annual ad valorem taxes and any other taxes or assessments levied by any governmental authority on all land, buildings, improvements? or personal property on the Leased property. If the Lessor elects to pay said taxes or assessments On behalf of Lesse e, Lessee, on demand, shall reimburse Lessor for all sums actually paid on Lessee's behalf. 7, Lessee shall further provide public liability and property damage insurance naming Lessor as co-insured in a company or companies acceptable to Lessor in such amounts as shall be required by Lessor provided; however, that the required minimum insurance policy limits shall not exceed ONE MILLION AND N01100 ($1,000,000.00) DOLLARS. Lessee shall also continuously carry full replacement cost broad form hazard insurance on all improvements. B. Lessee, at its sole expense, will operate, maintain and __3__ STOMO 'd 099-169EWUl SKIM 11AMH 39MU 9V:01 FILE NUM 2003167072 OR BOOK 05021 PAGE 1841 repair all improvements constructed upon the teased Property and will further Place and maintain landscaping in all appropriate areas to create an aesthetically attractive improvement. Furthermore, Lessee shall, at all times, maintain and repair the improvements and the landscaping in a prompt, efficient and workmanlike manner for the benefit of themselves and the public at large. Lessee shall promptly comply with all statutes, ordinances, rules, orders, regulations and requirements Of the 'Federal, state and City Government and of any and all of their Departments and Bureaus applicable to said improvements and the Leased Property, for the correction, prevention, and abatement of code violations, nuisances or other grievances, in, upon, or connected with the improvements and the Leased Property during the term of this Lease; 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 Lessee's own cost and expense. 9. Lessee shall not assign this Lease or any part thereof nor use the same, or any part thereof, nor permit the same, or any part thereof, to be used for any other purpose than as herein agreed, nor make any alterations therein, nor any additions thereto, without the written consent of the Lessor, which consent shall not be arbitrarily or capriciously withheld. All additions, fixtures or improvements which may be made by Lessee, except movable office furniture, shall become the property of the Lessor and remain upon the Leased Property as a part thereof, and be surrendered with the Leased Property at the termination of this --4-- M/900 'd 09L69EWIR SNV9d 1113N30 39MU 9P:01 (OW20,01-'M FILE NUM 2003167072 OR BOOK 05021 PAGE 1942 with paragraph 14, ;Lease, including any renewal in accordance herein environmental 10- Lessee shall not be liable for any prior contamination Of the Leased Property, nor for Cleanup Of same- Lessee shall be responsible for any environmental contamination, that results from its occupancy or subleasing Of the Leased Property. refusal to lease 11. Lessee shall have the right of first that property deleted from the Prior Lease Documents by this new Lease, should the City, in the future, choose to lease same; however, this right shall be predicated on Lessee's willingness to develop said property in a manner acceptable to the City Of Sanford- 12. It is acknowledged that the City's Land Development Code parking requirements have changed since construction Of the existing building on the Leased Property. The Leased Property contains forty-two (42) parking spaces while the City's Land Development Code requires fifty (50) parking Spaces for the existing facility for ordinary commercial use and requires more parking Spaces if certain other commercial uses were present- The undeveloped land in the prior Lease Documents could have been developed into thirty-four (34) additional parking spaces. Therefore, the Leased Property, including any expansion thereof in accordance with paragraph 11 above, shall be deemed to have 84 parking spaces for Purposes of compliance with the City's Land Development Code Parking Requirements - __5__ 310/900 'd 09L,698"At:131, SINVId 1IM30 39NIU W01 (03A)£0,01-*M FILE NUM 2003167072 OR ROOF{ 05021 PAGE 1843 13. Lessee shall not permit the operation of a motel, restaurant, lounge, mar3 -na, bar or package store on the Leased property. This paragraph shall be deleted from this Lease as soon as the corresponding non- compete clauses Can be de1eted from the aragraph i1 of the other City leases on the Riverfroat property [F. Holiday inn Lease dated May of 1995 and Article XI(c) of the Monroe Harbor Inc, Lease dated March 14, 19671. 14. At the end of the term hereof, Lessee shall have first right, of refusal of a renewal Of this lease for forty -five (45) additional years. in this respect the City may, six (6) months in advance of the expiration of this Lease, provide to Lessee in writing the new terms and conditions of such renewal and within r.hirty (30) days thereafter Lessee shall signify its written acceptance or rejection of such terms. Failure of the Lessee to respond within. thirty (30) days shall constitute rejection. In the event the renewal terms are rejected by Lessee, this Lease shall terminate on December 31, 2040, and Lessee shall forthwith deliver up the premises in good Condition subject to reasonable wear and tear. All equipment Permanently affixed to either the buildings located on the Leased property or anywhere within the Leased Property shall remain upon. the Leased Property and become the property of the Lessor. ey definition, permanently affixed means those items which cannot be removed without damage to the improvements and shall ;specifically include but not be limited to all buildings, fixtures, structures, landscaping, walkways, awnings, utilities and signs. - -6 -- SIO /A0 'd O9SL698zWISI AM IIJSNS8 SMINJ W01 (OW20 ,0I'd9S FLUE NUM 8008187072 OR 0013K 05021 PAGE 1844 ,fault hereof by Lessee, this Lease at the option 15. upon d all of Lessor, shall be declared null and void in which event improvements and permanently affixed equipment shall enure to and become the property of Lessor. In addition, Lessor shall have all the 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 remedies set forth in Chapter 83 of the Florida Statutes. The timely payment of the rent for the Leased Property, and the faithful observance of all terms of this Lease, are the conditions upon which the Lease is made and accepted and any failure on the part of the Lessee to comply with any term of this Lease, shall at the option of Lessor, work a forfeiture of this Lease, and all of the rights of Lessee herein 16. If Lessee shall become insolvent or if bankruptcy proceedings shall be begun by or against Lessee before the end of the term of this Lease, the same shall constitute a default Of this Lease and Lessor is hereby irrevocably authorized at its option, to forthwith cancel this Lease. Lessor may elect to accept rent from 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 Leased Property by virtue of this Lease, 11. in the event of any default under this Lease, Lessor Will M/800 'd 099L69L.W131 sNvqd 11J3N39 39MU 9t:01 (03M)20'01-'d3S I FILE NUM 2003167072 OR BOOK 05021 PAGE 1845 not�, te3-�mirjate this LeaSe Or take any action to enforce any claim with respect thereto without giving to the holder of any mortgage herei located On the Leased Property, -naf ter ors. improvements referred to as ,the Lender", at least thirty (3()) days, prior written notice and the right to cure such default within said eriod; and so long as the Lender has not entered in possession Of p other the Leased Property, it shall not be liable for rent Or any obligation Of Lessee pursuant to, or in connection with this Lease, and Lessee shall remain liable for all such rents and obligations. 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; itnems Witness Witness " n p _8s 3p,jP0P�D\0HP,L5V CITY OF SANVOP-D, FLQRIDA y IT MAYOR — 4Y By. B 4ET T D. s ITH, BOTJR PL IHI PARTNISMS1411P By.- Title" --B-- 'V:01 MA)20,0T-'M STO/600'd 09L69EW131 SNIVId 1IM30 39NINA L