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Marina 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 r�Mirtrw�rsfurlrillrrr�i�sllr�Irlw�lrrlltlw lliHYf#W Wall, (IM Q- CIRWIT WaT 90UMIJE l9ORY PA WPM Mss 11rl •• 1121 tj!msi CLERK' S 0 20(k%(*9733 aeaw-D WiMil !oos ami le M R IM Fa -S I&'5D RMlk Z 8Y t hold" CONSENT TO ASSIGNMENT OF LEASE O 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 Cq 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 �i 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 -- xa 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 �C',i property S" O t'e"' cart xrr costs and urea to be consistent with industry custom at r 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 � C") ) .,,, 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 -_ W5 Vt✓ TERRA TING, IMG. gy:!`,�' TK, PRESID __za_ 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 Q mW ouMCFA ws MyGbMWA :oftOQ2I"I* CMA"M► oR mar GoodWOVAM tow I'd