L 87 Seminole Towne Ctr Police Motorcycle trngCITY MANAGER'S OFFICE
TRANSMITTAL MEMORANDUM
To: City Clerk
RE: Request for Services
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
❑ Ordinance
❑ Resolution
® Lease Agreement — Seminole Town Center/City of Sanford
❑ Mayor's signature
❑ Recording
❑ Rendering
® Safe keeping/records retention
Once completed, please:
❑ Return original
❑ Return copy
Special Instructions:
Please advise if you have any questions regarding the above.
Thank you!
From: Debbie Simmons, City Manager's Office Date: 05/19/2015
Lease Agreement
Table 1: Summary of Material Terms
Lease Name (DBA):
Lease Number: 3625-0315-SBV-617
City of Sanford
Lease Date: 03/11/2015
Start Date: End Date:
02/01/2015 12/31/2015
Tenant Name (Legal) _
Landlord:
City of Sanford
SEMINOLE TOWNE CENTER LIMITED PARTNERSHIP, an
Indiana limited partnership
Office Address:
Shopping Center Trade Name and Address:
300 N. Park Ave.
Seminole Towne Center
Sanford, FL 32771
200 Towne Center Circle
Tenant's Telephone Number.
Sanford, FL 32771
407-688-5070
Remit Payment to:
Seminole Towne Center
_
200 Towne Center Circle
Sanford, FL 32771
Contact Name:
Sole purpose for which space can be used by Tenant:
Cecil E. Smith, Chief of Police
The City of Sanford (Tenant) is permitted to use a portion of
the overflow lotto conduct motorcycle driver instructional
training courses. The tenant may conduct the above activity j
two (2) days per month, during the Term, beginning February
2015. All dates must be submitted in advance and must be
approved by mall management; dates are subject to change
based on the mall's availibility.
The tenant shall not be permitted, to add to or otherwise
modify the (directional/parking space) striping in that portion
of the parking lot constituting the Space. The Space will be
inspected by Landlord to ensure the parking lot is returned to
its original condition (or better) and if necessary the Space
will be restored by Tenant, at Tenant's sole cost and
expense, to the satisfaction of Landlord in its sole discretion.
The Tenant is operating as a Florida municipal government
and Landlord recognizes that as a Florida municipal
government, a self-insurance program will provide coverage
for the matters to which the indemnification provision relates.
Management must approve all displays. If this Agreement
contains a Media Rent Table, the display posting period for
;any advertising medium or component shall be limited to
the respective dates therefor set forth in such Media Rent
Table.
SIC/MIX Code: Total Contract Amount: $0.00
Security/Damage Security/Damage Deposit Due
Total Taxes: $0.00
Other Services (2131)
Deposit Amount: Date:
Grand Total: $0.00
$0.00
Space Rent Table
Shopping Center Name City/State I Sub Use Type I Location I Sq. Ft./ Dimers.
eminole Towne Center JSanford , FL utdoor/Parking Lot verflow Lot INA
Shopping Center Name I City/State I Space Stan Date I Space End Date I Subtotal Sales Tax I Total
eminole Towne Center ISanford , FL 1 02/01/201 q 12/31/201 q $0.0g $0.0g $0.0
1 Lease Agreement for City of Sanford
after expiration of the Term hereof shall not constitute a renewal or extension of the Lease or give Tenant any rights
in or to the Premises except as expressly provided in this Lease. Any holding over after such expiration with the
express written consent of Landlord shall be construed to be a tenancy from month to month on the same terms and
conditions herein specified insofar as applicable except that Minimum Rent shall be increased to an amount equal to
250% of the Minimum Rent payable during the last full calendar month of the term hereof. Any holding over without
the Landlord's written consent (including any such holdover where the Tenant claims that the Landlord has given oral
consent, has consented by conduct, has waived its right to withhold consent, or is stopped from withholding consent)
shall constitute only apenancy at sufferance, terminable by Landlord immediately on delivery of written notice, and
during such unco se holdover, Tenant shall be obligated to pay Landlord daily damages equal to one thirtieth of
250% of the Minim e payable during the last full calendar month of the Lease Term.
Tenant initials fr\
Landlord:
4. Minimum Rent: Late Charge: On or before the first day of each Payment Period specified above, Tenant shall pay
Minimum Rent to Landlord, without notice, demand, or offset at the Landlord's office address specified above. The
parties recognize that damages will be suffered by Landlord on account of late payment which will be extremely
difficult and impractical to quantify. Accordingly, the parties have made their best estimate of damages and hereby
agree that Tenant shall pay Landlord as liquidated damages on account of late payment of rent a sum equal to Ten
Percent (10%) of any payment of Minimum Rent or Percentage Rent which is not delivered to Landlord within five (5)
days of the due date.
5. Insurance: Tenant shall maintain, with financially sound and reputable insurers, the following insurance
coverages, with an insurance carrier reasonably acceptable to Landlord: (i) a comprehensive or commercial general
liability policy including contractual liability products/completed operation and broad form property damage coverage,
affording protection on an occurrence basis for claims arising out of bodily injury, death, and property damage, and
having limits of not less than: a combined single limit of $2,000,000.00 per occurrence with a $3,000,000.00
aggregate limit of liability and which such policy shall not contain explosion, collapse and/or underground exclusions;
(ii) an Automobile Comprehensive Liability policy with combined single limits of not less than $1,000,000.00 per
occurrence; (iii) Worker's Compensation insurance as required by the laws of the state where the Shopping Centers
are located, and (iv) Employer's Liability insurance with a $1,000,000.00 per occurrence limit. Tenant shall cause: (x)
the Shopping Center, (y) the Landlord and (z) the Landlord's property manager, to be named as additional insureds
on all insurance policies covering the scope of business provided for in this Agreement and, on the Effective Date,
shall provide a certificate showing the coverage to Landlord. All insurance procured or maintained by Tenant, with
respect to this agreement, shall be primary and have an A.M. Best rating of at least AVIII. Any insurance covered by
Landlord shall be considered excess and non-contributing. Each policy shall provide that the coverage thereunder
shall not be modified or terminated without at least 30 days' prior written notice to Landlord. Tenant shall thereafter
provide to Landlord evidence of the existence or renewal of that insurance. Tenant and any and all parties caused
by, through or under Tenant release and discharge each Shopping Center together with the parties designated on
Table 1 from all claims and liabilities arising from or caused by any casualty, whether required hereunder to be
covered or not, in whole or in part by insurance on the premises or in connection with property on or activities
conducted on the premises and waive any right of subrogation which might otherwise exist in or accrue to any
person on account thereof.
6. Indemnitv and Exculoation of Landlord:
(a) Tenant shall assume liability for and shall indemnify, defend, and hold harmless Landlord and any other owners
of the Shopping Center, and all their shareholders, partners, directors, related and affiliated entities, ground lessors,
managers, management companies, employees, agents, guests, customers and invitees (with Landlord, collectively
the "Landlord Parties") against and from any and all liabilities, obligations, losses, penalties, actions, suits, claims,
damages, expenses, disbursements (collectively, "Claims", including legal fees and expenses), or costs of any kind
and nature whatsoever in any way relating to or arising out of; (i) any act or omission of Tenant (including without
limitation the acts or omissions of the Tenant's officers, directors, employees, agents, contractors, invitees, and/or
licensees within the Shopping Center), (ii) any occurrence which takes place in or about the Space as the result of
Tenant's negligence or willful misconduct, (iii) any damages to the Space excluding claims arising solely from the
gross negligence or willful misconduct of Landlord Parties. To the extent permitted by applicable law, Tenant's duty
to indemnify Landlord under this paragraph will apply regardless of and will extend to cover losses caused by either
Tenant's or Landlord's concurrent, comparative, or contributory negligence.
(b) The Landlord Parties shall not be liable to Tenant for, and Tenant waives all claims against such parties, for
injury, death, or damage to person or property sustained by Tenant or any person claiming through Tenant resulting
from any condition, accident or occurrence in or upon the Space, or any other part of the Shopping Center, unless
such matters arise solely from the gross negligence or willful misconduct of Landlord Parties.
3 Lease Agreement for City of Sanford
of its default
(b) Tenant covenants that it shall not use the Space for the storage, marketing, display or sale of any product or
merchandise that Landlord in its sole discretion may consider to be a counterfeit, knockoff, imitation, lookalike,
replica, facsimile of or in any manner an infringement upon any trademarked or copyrighted product or merchandise
of any third party. The foregoing covenant is a material term of the Lease. In the event Tenant breaches this
covenant, Landlord may, without notice, demand or affording Tenant an opportunity to cure, immediately terminate
this Lease.
13. Alterations, Additions, Signs: Tenant shall not make any alterations or additions, or permit the making of any
holes in the walls, partitions, ceilings, or floor, or permit the painting or placing of any exterior signs, placards, or
other advertising media, banners, pennants, awnings, aerials, antennas, or the like, nor cause or permit the
placement of any signs, placards, or other advertising media within the Space where it is visible from outside the
Space, without on each occasion obtaining prior written consent from Landlord, which may be withheld in Landlord's
sole discretion. Tenant irrevocably grants Landlord permission to enter the Space, at any time, by any convenient
method, without prior notice, to remove and dispose of any sign, placard, or other media which is being displayed in
violation hereof, without liability to Tenant.
14. No Mechanic's Liens: Tenant shall not suffer any mechanic's lien to be filed against the Space or Shopping
Center by reason of any work, labor, services, or materials performed at or furnished to the Space or to the Tenant,
or to anyone acting in concert with Tenant. Nothing contained in this Lease shall be construed as a consent on the
part of the Landlord to subject the Landlord's estate in the Space or Shopping Center to any lien or liability under the
lien laws of the state in which the Shopping Center is located.
15. Tenant Default: In the event of any failure of Tenant to pay timely any sums or to perform timely any of the
terms, conditions or covenants of this Lease to be observed or performed by Tenant, or if Tenant shall become
bankrupt or insolvent or file any debtor proceedings, or take or have taken in any state a petition in bankruptcy or
insolvency or for reorganization or for the appointment of a receiver of trustee of all or a portion of Tenant's property,
or if Tenant makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement, or if
Tenant shall abandon the Space, the Landlord may at any time thereafter, terminate this Lease and Tenant's right to
possession by written notice to Tenant and/or pursue all other legal remedies available to Landlord.
16. Assigning or Subletting: Tenant shall not sell, assign, mortgage, pledge, or in any manner transfer this Lease or
any interest therein, nor sublet all or any part of the Space, nor license concessions nor departments therein. Any
attempted assignment, sublease, or transfer shall be void and shall further constitute a breach of this Lease. The
person identified as Tenant hereunder shall be the sole person or entity having the right to occupancy or possession,
and any principals or partners who are not identified herein as the Tenant, or who become principals or partners in
Tenant hereafter and do not obtain written recognition as the Tenant hereunder from Landlord, shall not have any
rights of occupancy or possession hereunder.
17. Limitation on Landlord Liability: There shall be absolutely no personal liability on persons, firms, or entities who
constitute Landlord, or any management company acting under contract with Landlord, or any agent, employee,
officer, partner, shareholder, or joint venturer of Landlord or such management company ("Landlord Affiliates") with
respect to any of the terms, covenants, conditions, and provisions of this Lease, or of any other events, acts,
omissions, or occurrences arising from or related to this Lease, and Tenant shall look solely to the interest of the
Landlord in the Shopping Center for satisfaction of each and every right or remedy of Tenant in the event of default
or other liability of Landlord or Landlord's Affiliates. Such exculpation of personal liability is absolute and without any
exception whatsoever.
18. Entry: In addition to any other rights of entry granted hereby, Landlord shall have the right to enter the Space (a)
by any means necessary in the event of an emergency involving danger to person or property, (b) upon notice to
Tenant to show the Space to prospective lenders, buyers, or lessees or to perform construction or maintenance on
the Space or the building in which the Space is located.
19. Brokers: Tenant has not contracted or dealt with any broker agent, or finder in regard to this Lease, and will
indemnify and defend Landlord against any claim of commission, fee, or entitlement by a broker, agent, or finder
arising from the claimant's relationship with Tenant.
20. Operation of Antenna: Tenant shall not operate or maintain within the Space any antenna or other device for the
transmission of wireless signal without the written consent of Landlord. In any event, the strength of the signal
propagated or distributed from the antenna shall not be stronger than-105dBm at the boundaries of the Space, and
the purpose of the Antenna System shall be limited and ancillary to the Tenant's use of the Space for the retail sales
use permitted hereunder.
Lease Agreement for City of Sanford
(e) Signage. All signage must be approved in advance by Shopping Center management. Signage must in all
cases be professionally produced and at no time will hand written sign be permitted. Tenant must immediately
remove any signage at the request of Shopping Center management.
(f) Use of Premises. Tenant shall limit activity to only that activity specified on Table "1". Tenant shall staff its
operation during all carnival hours. Operation hours must be provided to Shopping Center management prior to
opening.
(g) Maintenance. Tenant shall maintain its area in a clean, safe and tidy condition. Tenant shall dispose of trash
only in the areas designated by Landlord and shall break down all boxes and bag all loose trash before disposal.
Tenant shall provide a dumpster for Tenant's exclusive use and shall locate the dumpster in "an area approved by
Landlord or its agents. If a separate dumpster is not provided by Tenant, Tenant will reimburse Landlord for any
additional charges incurred for trash disposal.
(h) Product Representation. Tenant and its employees shall represent their product and organization in an honest
manner. Misleading customers, or not providing complete and correct information about a product, game or ride is
prohibited.
(i) Parking. Tenant shall not park any large trucks or other vehicles which exceed the size of an individual parking
space except in the designated area which has been approved by Landlord or its agent. No campers, mobile homes
or other vehicles used for lodging purposes will be permitted on the parking lot.
0) Employee Decorum. No alcoholic beverages are permitted anywhere on the Shopping Center property.
Employees are prohibited from using the Shopping Center bathrooms for bathing purposes. Tenant and its
employees shall treat customers in a courteous and hospitable manner at all times. Tenant and its employees shall
wear suitable attire for conducting business. No bathing suits, tube tops or halter -tops are allowed. Shirts and
shoes must be worn at all times.
(k) Restroom Facilities. Tenant agrees to provide an adequate number of porta-pots for use by the public.
Porta -pots should be placed only in areas pre -approved by the Landlord or its agent.
S. Tenant's Express Representation and Warranty of Proper Authority. Tenant expressly represents and warrants
that it has all requisite rights, approvals, licenses, and/or any other required authorization, from its principal and/or
any applicable third party, to enter into this Agreement and perform or cause to be performed all of its obligations
hereunder. Without modifying, or limiting the generality, of any provision of this Lease, Tenant expressly indemnifies
and holds Shopping Center, Simon Property Group, L.P., Simon Brand Ventures, LLC and Landlord, harmless for
and against any loss, claim, damages or action including attorneys' fees, arising from or related to a breach or
alleged breach of the provisions of the preceding sentence.
U. Hours Of Operation: Tenant shall be open for business during all Shopping Center hours as determined by
Landlord. It is agreed that violation of this policy causes damage to Landlord the amount of which is difficult to
determine. Accordingly, Landlord and Tenant have agreed that Tenant will be charged and will pay liquidated
damages in the amount of an additional Fifty Percent (50%) of Tenant's normal daily rent for any day on which it is
not open during Center hours, or $25.00, whichever is greater. Any failure to open for at least 50% of Shopping
Center hours on a single day, or any non-compliance with Shopping Center hours recurring more than 3 times in any
sixty (60) day period is, in addition, a breach of this Lease on which Landlord may terminate this Lease by notice and
without further opportunity to cure.
Landlord Tenant:
Seminole Towne Center City of Sanford
SEMINOLE TOWNE CENTER LIMITED Tenant acknowledges and accepts the foregoing
PARTNERSHIP, an Indiana limited partnership Lease Agreement, subject to all of the Terms,
By: SPG SEMINOLE, LLC, a Delaware Conditions, and Covenants set forth above and
limited liability company, its general partner which may be contained on any exhibits attached
By: WASHINGTON PRIME GROUP, L.P., hereto.
an Indiana limited partnership, its sole member
By: WASHINGTON PRIME GR ' P INC.,
an Indiana corp on, its general ner
1Z
By: By: A LZ
Title: Title:
Lease Agreement for City of Sanford