2511 Oceanview Condo Assoc/COS Parking AgreementC1-%
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Prepared by and return to: / 1
Lonnie N. Groot, Esquire
Stenstrom, McIntosh, et al. I J
300 International Parkway C7
Suite 100
Lake Mary, Florida 32746
Telephone 407-322-2171
Tax Parcel Identification Number: 25-19-30-521-OCOO-0000
OCEANVIEW SANFORD CONDOMINIUM ASSOCIATION, INC./ CITY OF SANFORD
PARKING LEASE, EASEMENT AND AGREEMENT
THIS LEASE AND AGREEMENT (Lease) is entered into the date that this Lease
is fully executed by the parties between Oceanview Sanford Condominium Association, Inc.,
a Florida corporation, whose principal address and mailing address is 1351 Bristol Park
Place, Lake Mary, Florida 32746, hereinafter referred to as the "Landlord", and the City
of Sanford, whose address is 300 North Park Avenue; Sanford, Florida 32771, hereinafter
referred to as the "City".
WITNESSETH.-
SECTION
ITNESSETH:
SECTION 1. PREMISES. Subject to the terms hereof, and to zoning and
restrictions of record, and in consideration of the consideration and mutual benefits and
obligations set forth hereafter, the receipt and sufficiency of which is hereby
acknowledged, the Landlord leases to the City and the City leases from the Landlord the
Premises located in Seminole County, Florida, more particularly described as follows (the
"Premises"):
The real property was assigned Tax Parcel Identification Number 25-
19-30-521-0000-0000 by the Seminole County Property Appraiser.
The Premises are shown and depicted below as the "Common Area"
parking lot:
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There is no personal property located on the Premises.
SECTION 2. TERM; CONTINGENCIES.
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(a). This Lease shall be for a term commencing upon the Commencement Date
of the full execution of this Lease by the Parties and expiring on December 31, 2027 at
11:59 p.m.
(b). This Lease is contingent upon the Landlord's demolition of the structure
located on the Premises by the Landlord at the Landlord's sole expense (the structure is
also known as the old bank teller building), and that the demolition has been approved,
demolished with all debris removed, and properly graded to City standards for future
public parking on or before December 31, 2023. If that work has not been completed in a
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timely manner, the City shall provide the Landlord with written notice of the termination of
this Lease and such statement shall be conclusive as to the matter.
(c). Further, this Closing of this transaction is contingent upon the City being
issued title insurance in the amount of the Lease, at the expense of the City, to ensure
that the City's rights under this Lease are protected in accordance with normative real
estate title insurance practices and principles.
SECTION 3. RENT. The City shall pay to the Landlord rent of $100,000.00,
which rent shall be paid in one lump sum payment, subject to adjustments, upon full
execution of this Lease and approval by the City and completion of the contingencies of
Section 2(b) and Section 2(c); provided, however, that additional consideration exists with
regard to this Lease with specificity as to part of the consideration, that the City shall
assume public liability over the entire parking lot during the first year of this Lease and
with regard to those parking spaces used thereafter.
SECTION 4. TIME AND PLACE OF CLOSING.
(a). Provided that the City has not terminated this Lease as provided herein, the
City and the Landlord shall close on or before 7 days following the Landlord's completion
of the work set forth in Section 2(b).
(b). The Closing will be held at the office of the issuing agent for the title
insurance (Stenstrom, McIntosh, Colbert & Whigham, P.A.) with the maximized use of
remote and electronic communications and transmissions as may be feasible.
(c). At the Closing, the Landlord will transfer use of the Premises to the City as
set forth herein and the City will be given sole and exclusive possession of the Premises.
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(d). The Landlord will provide to the City adequate affidavits and documents of
title as well as all other documents necessary to lease the Premises to the City as set
forth herein. The City shall procure issuance of a title insurance commitment, issued
through the Escrow Agent acting as the issuing agent ("Closing Agent") for a qualified title
insurer agreeing to issue to the City a policy of title insurance in the full amount of the
lease of the Premises at the cost of the City subject only to the Permitted Exceptions (as
hereinafter defined) and the so-called "Standard Exceptions" contained on the inside
jacket cover of the standard form of a title insurance commitment; said commitment shall
provide that said standard exceptions will be deleted by the title insurance company upon
furnishing to the issuing agent all necessary documents and the Landlord agrees to
furnish such Affidavit documents at and as a part of the Closing.
(e). The Landlord shall pay for any and all legal fees of the Landlord and any
and all real property taxes, if any are due, and tax assessments, if any are due, up to,
and for, the calendar year in which Closing occurs, and shall maintain the payment of real
property taxes as due.
(f). The City shall pay for:
(1). the cost of issuance of a commitment for a policy of title
insurance for the Premises in favor of the City and the
premium for the title insurance policy; and
(2). Costs of its due diligence; and
(3). The cost of recording this Lease upon all contingencies
being timely completed; and
(4). Any and all legal fees of the City.
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(g). The Landlord agrees to leaser the Premises to the City in a manner such
that the Premises may be used by the City throughout the term consistent with the
provisions of this Lease and the Landlord hereby affirms that it can lease the Premises
without the joinder of any other persons or entities.
(h). The Landlord has no notice or information of any litigation or administrative
proceeding threatened or pending against the Premises or the Landlord's interest in it.
The Landlord shall not, without the consent of the City, execute any easements or
restrictions or otherwise take or permit any action that would constitute an exception
under the title insurance policy, or any other matter. The parties further agree to execute
and deliver such other documents at Closing as are typical in a real estate transaction.
SECTION 5. USES.
(a). Until 11:59 p.m. on December 31, 2025, the City shall use and occupy the
entire Premises for purposes of public parking for the benefit of the general public and
the City 24 hours days and 7 days a week, or which the City determines to compliment
and harmonize with the City's other downtown parking areas as permitted by the City.
City shall be responsible at its own expense for insuring its use of the Premises including
reasonable liability coverage for damages to persons and property which falls under the
City's system of insurance utilizing the Florida League of Cities as its insurer.
(b). During years 2026 and 2027 of this Lease the City shall be entitled to use
a minimum of 25 parking spaces on the Premises for public parking under the same
conditions set out in Subsection (a).
(c). The Landlord shall be responsible for repairing the parking lot on the
Premises to City standards prior to public use (accomplishing work such as filling pot
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holes, repairing or removing, as appropriate, damaged wheel stops, and removing tow
away signs).
SECTION 6. QUIET ENJOYMENT. Upon paying the Rent and performing all
other covenants and obligations under this Lease, the City shall hold the Premises free
from disturbance.
SECTION 7. REDELIVERY The City covenants that at the termination of this
Lease, whether by expiration, default or otherwise, the City shall promptly redeliver the
Premises to Landlord.
SECTION 8. INDEMNIFICATION/LIABILITY/LOSS.
(a). The City shall indemnify, defend and save the Landlord harmless, to the
extent and limits of Section 768.28, Florida Statutes, from and against all claims,
demands, obligations, liabilities, penalties, fines, charges, costs, and expenses, including,
but not limited to, reasonable attorney's fees, costs and expenses for the defense thereof,
arising directly from the City's negligence on or about the Premises or the City's negligent
use of the Premises.
(b). The Landlord and its successors and assigns, of each and every type or
nature, hereby fully and forever, irrevocably and unconditionally release, remise,
discharge, and acquit the City and its officers, officials, employees, successors and
assigns, whether present, future or former, from any and all claims, demands, actions
and causes of actions, lawsuits, defenses, judgments, claims for costs, attorneys' fees,
damages, losses, and expenses of any kind or nature whatsoever in law or equity,
whether known or unknown, direct or consequential, foreseen or unforeseen, matured or
un -matured, developed or undeveloped, discoverable or undiscoverable, that the
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Landlord has, may have or might claim to have against the City arising out of or relating
to any matter occurring before the effective date of this Lease relative to the Premises.
SECTION 9. DEFAULT. The Landlord, at its option, may terminate this Lease
on 90 days' notice to the City: (i) if the Premises are used by the City for some purpose
other than the use authorized herein; or (ii) if the City shall have failed to cure a default in
the performance of any other provision of this Lease or any rule or regulation set forth
herein within 90 days after written notice thereof to the City from Landlord, or if such
default cannot be completely cured in such time, if the City does not promptly proceed in
good faith to cure such default within said 90 days, or does not complete the curing of
such default with due diligence.
SECTION 10. LIENS. The City agrees to keep the Premises free and clear of
any lien or encumbrance of any kind whatsoever created by the City's acts or omissions.
SECTION 11. WAIVER. No act of a party shall be deemed a waiver of any of
the party's rights hereunder unless such waiver is specifically made in writing. A party's
forbearance to enforce any rights hereunder or to exercise any available remedy, or to
insist upon strict compliance herewith, shall not be deemed a waiver or forfeiture of such
rights, remedies or strict compliance, nor shall such forbearance stop the party from
exercising any available rights or remedies or from requiring strict compliance in the
future.
SECTION 12. NOTICES. All notices or other communication required or
permitted to be given pursuant to this Lease shall be in writing and shall be construed as
properly given if mailed by registered or certified mail with return receipt requested. It is
agreed that notice so mailed shall be reasonable and effective upon the expiration of 3
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business days after its deposit. Notice given in any other manner shall be effective only if
and when received by the addressee. For purposes of notice, the addresses of the parties
shall be the address as follows:
For the City: Norton N. Bonaparte, Jr., ICMA-CM
City Manager
City of Sanford
City Hall
300 North Park Avenue
Sanford, Florida 32771
For the Landlord: Mohamed Rashad
Oceanview Sanford Condominium Association, Inc.
1351 Bristol Park Place
Lake Mary, Florida 32746
SECTION 13. BROKERS AND COMMISSION. The City and the Landlord
each represent and warrant to the other that neither has employed, retained or consulted
any properly licensed Florida real estate broker, agent, or finder in carrying on the
negotiations in connection with this Lease as referred to herein, and subject to applicable
law regarding sovereign immunity, the Landlord shall indemnify and hold the City
harmless from and against any and all claims, demands, causes of action, debts,
liabilities, judgments and damages (including costs and reasonable attorneys' and
paralegals' fees suffered or incurred in connection with the enforcement of this indemnity,
whether or not an action is commenced, whether incurred before, during or after trial, or
upon any appellate level, or in arbitration, mediation, any administrative proceeding or
any proceeding in bankruptcy or insolvency,) which may be asserted or recovered against
the indemnified party on account of any brokerage fee, commission or other
compensation arising by reason of the indemnitor's breach of this representation and
warranty. This provision shall survive the Closing of the transaction addressed herein.
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SECTION 14. CONSTRUCTION. Whenever the context permits, or
requires the use of the singular in this Lease shall include the plural and the plural shall
include the singular. Any reference herein to one gender shall likewise apply to the other
gender and to the neuter; and any reference herein to the neuter shall refer likewise to
one or all genders. Any reference herein to a person shall include trusts, partnerships,
corporations, and other entity, as appropriate.
SECTION 15. BUILDING AND ZONING LAWS. The Premises are leased
by the City well knowing that the Premises are subject to the provisions the City of
Sanford's Land Development Regulations as well as an array of other land development
regulations including, but not limited to, historic preservation areas.
SECTION 16. RISK OF LOSS. The Landlord is responsible for any damage to
the Premises, except for normal wear and tear resulting directly from the use by the City.
SECTION 17. COMPLETE LEASE. This Lease is the entire and only
agreement between the Landlord and the City. This Lease replaces and cancels any
previous agreements between the Landlord and the City. This Lease can only be changed
by an agreement in writing signed by both the Landlord and the City. The Landlord states
that the Landlord has not made any other lease to lease the Premises to anyone else.
SECTION 18. GENERAL PERFORMANCE OBLIGATIONS. Time is of the
essence in the performance of this Lease. The parties agree that they shall diligently and
expeditiously pursue their respective obligations set forth in this Lease.
SECTION 19. CAPTIONS. The captions to the provisions of this Lease are for
convenience and reference only and in no way define, limit or describe the scope or intent
of this Lease nor in any way effect the substance of this Lease.
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SECTION 20. APPLICABLE LAWIVENUE; JURY TRIAL.
(a). This Lease shall be governed by and construed in accordance with the laws
of the State of Florida. Venue shall be in the Eighteenth Judicial Circuit Court in and for
Seminole County, Florida.
(b). The Landlord and the City, to the extent they may legally do so, hereby
expressly waive any right to trial by jury of any claim, demand, action, cause of action or
proceeding arising under or with respect to this Lease and irrespective of whether
sounding in contract, tort or otherwise. Either party may file an original counterpart or a
copy of this Paragraph with any court as written evidence of the consent of the other party
to waiver of its right to trial by jury.
SECTION 21. PARTIES BOUND.This Lease shall be binding upon and shall inure
to the benefit of the heirs, personal representatives, successors and assigns of the
parties. In the event Landlord or any successor -owner of the Premises shall be assumed
and the rights of the City herein granted shall continue and not be reduced or diminished
in any way.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
instrument on the days and year indicated below and the signatories below hereby
represent that they have full authority to execute this instrument and to bind the parties
set forth herein.
SIGNATURE BLOCKS FOLLOW:
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ATTEST:
SignaIrg f Atness #1
Printed Nar�e:—3scF6R.c`t j 5
By:
Signature of Witness #2
Printed Name:
OCEANVIEW SANFORD
CONDOMINIUM ASSOCIATION, INC.
By:
oamed Rashad �-
Sole Corporate Officer
ACKNOWLEDGMENT
This instrument was sworn to and subscribed before me by means of V/physical
presence or ❑ online notarization, this _L1 t�day of I`ll T 2023, by
Mohamed Rashad. He is personally known to me or [ V/1 produced
n�tUEAdQ as identification.
nature of ry Public
SARAH SHEIBENBERGER Print Name: (
Commission # HH 309737 Notary Public, State of Florida
Expires September 7, 2026Commission No.:
My Commission Expires:
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ATTEST.- ` CIT
By:
Traci Hou in, MMC, FCFkM Art
City Clerk Mal
�� Dat
Approved as to form and legal su
. Ce*
Wilfiam L. ColbertAttorney
VOR
Q�.�D �l0
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EST, t�
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