401-CSX-Land Lease CSXT Form 3014-Sheet
Rev. January 1989
. Lease ID 12-0800
LAND LEASE
THIS LEASE, Made this 1st day of May, 1990, between CSX
TRANSPORTATION, INC., a Virginia corporation, whose mailing address is
500 Water Street, Jacksonville, Florida 32202, hereinafter referred to as
Lessor, and CITY OF SANFORD, a municipal corporation under the laws of the
State of Florida, whose address is P. O. Box 1778, Sanford, FL 32772-1778,
hereinafter (whether one or more) referred to as Lessee:
WITNESSETH: That, for and in consideration of the rents hereinafter
agreed to be paid by Lessee, and of the covenants and agreements herein to
be kept and performed by Lessee, Lessor hereby demises and leases unto
Lessee solely for the purpose herein expressed, certain vacant and/or
unimproved land, owned by Lessor, referred to hereinafter as "the
Premises", located at Sanford, Seminole County, FL, as shown on Lessor's
Drawing marked AUA-1 (dated February 22, 1991) attached hereto and hereby
made a part hereof, and described as follows:
That certain parcel of Lessor's land measuring
approximately 50 feet wide by 400 feet in length;
containing approximately 0.46 acre as shown outlined in
red on print attached hereto and made a part hereof.
1. USE:
1.1 Lessee shall use and occupy the Premises solely for the purpose
of installing and maintaining a pipe line and for no other purpose(s).
1.2 The Premises shall not be used for a scrap or Junk yard, the
burning of refuse, deposit of debris, garbage, sewage, or waste of any
kind, or for any other unsanitary or unhealthful purposes of any kind or
nature, or any other use contrary to any laws or regulations.
1.3 No portion of the Premises may be used for the transportation,
treatment, storage or disposal of hazardous materials, hazardous substances
or hazardous waste, as classified under RCRA (Title 42 U.S. Code, Sections
6901, et al.), CERCLA (Title 42 U.S. Code, Sections 9601-9657, et al.) or
SARA (Title 42 U.S. Code, Sections 9601(35) et al.), or for any other use
or purpose requiring a federal or state environmental permit.
2. RENTS:
2,1 Lessee shall yield and pay to Lessor as base rental the sum of
THREE THOUSAND AND NO/100 U.S. DOLLARS ($3,000.00) per year, payable in
advance annually from the effective date hereof, plus any applicable sales
or rental tax thereon.
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CSXT Form 3014-Sheet 2
Rev. January 1989
2.2 The payment by Lessee of any sum(s) in advance shall not create
an irrevocable Lease for the period for which the same is/are paid. Lessor
reserves the right to periodically adjust the base rent heroin any time
after the expiration of twelve (12) months, by giving notice of such
adjustment to Lessee at least sixty (60) days prior to the effective date
of such adjustment. Occupation of the Premises by Lessee after such
effective date shall be at such adjusted base rent. Base rent may be
similarly adjusted annually or periodically thereafter.
2.3 Failure of Lessee to receive any bill for periodic rent, or
receipt of a bill in an incorrect or unadjusted rent, shall neither
override the Lease terms nor excuse or release I~ssee from liability or
responsibility for the correct contract rent. Limitation on collection for
any erroneous billings or payments shall be three (3) years from the
termination of this Lease.
2.4 In the event any street, sidewalk paving, or other municipal or
public improvements are made on or adjacent to the Premises during this
Lease, Lessee shall pay further additional rent equivalent to twelve and
one-half percent (12,5%) per annum of the cost of such improvement(s)
assessed against the Premises.
TAXES ON LESSEElS PROPERTY:
3.1 Lessee shall pay the full amount of any and all taxes - State,
County, Municipal and Special, and any penalties in connection therewith -
levied or assessed on account of any improvements placed on the Premises by
Lessee or by Lessee's predecessors except Lessor. If the taxes on said
improvements are levied against and paid by Lessor, Lessee shall reimburse
Lessor for the full amount thereof as additional rental within thirty (30)
days after presentation of bill(s) therefor.
3.2 All necessary payment, listing and other duties in connection
with the taxation of said improvements shall be performed by Lessee.
4. TERM:
4.1 This Lease shall become effective the date first written above,
and shall continue in effect unless and until terminatedby sixty (60)
days' written notice by registered or certified mail from either party
hereto to the other.
4.2 Either party may terminate this Lease by giving such notice,
without cause and regardless of performance or nonperformance of any
covenants or agreements contained heroin and regardless of rental having
been paid in advance for any period, and without any loss or damage to
either party as a result of such termination or cancellation.
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CSXT Form 3014-Sheet 3
Rev. January 1989
5. APPROVAL OF PLANS; MAINTENANCE, REPAIRS:
5.1 Lessee shall not make, or permit to be made, any building,
structure, improvements or alterations on or to the Premises without the
prior written approval and consent of Lessor. Lessee shall provide Lessor
with detailed plans and specifications for any such structure(s), etc., for
such approval and consent.
5.2 Lessee shall not create or permit any nuisance in, on or about
the Premises. Lessee shall maintain the Premises in a neat and clean
condition (including proper mowing when applicable). Buildings and other
structures of Lessee erected on the Premises shall also be maintained by
Lessee to the satisfaction of Lessor.
5.3 All work by Lessee or Lessee's contractor(s) pursuant to this
Lease shall be performed in good and workmanlike manner and in compliance
with all applicable code provisions.
5.4 All consents or approvals of Lessor to construction, alteration
or clearance plans, or standards of satisfaction of Lessor, required
hereunder, shall be secured from Lessor's Chief Engineer at the address
above, or said Chief Engineer's designated representative, unless otherwise
provided herein or by separate notice.
5.5 All other notices or written proofs, advice, etc. required
hereunder to be given to Lessor shall be addressed to Lessor at the address
above, c/o Property Services Department, unless otherwise provided herein
or by separate notice.
5.6 Neither the approval by Lessor of any improvements or
installations made by Lessee or Lessee's contractors, nor the failure of
Lessor to object to any work done, any material used, or the method of
construction or installation, shall be construed as an admission of
responsibility by Lessor or as a waiver of any of Lessee's obligations
under this Lease.
6. TRACK CLEARANCE:
6.1 Lessee shall not erect or place or allow to be erected or placed
any buildings, structures, fixtures or obstructions of any kind (including
parked vehicles), either temporary or permanent, on the Premises, within
eighteen feet (18') horizontally of the centerline of nearest track over
which Lessor operates, or less than twenty-two feet (22') above the top of
rail of any track for the full width of said horizontal clearance, unless a
lesser clearance is provided for on said attached plan or the written
consent of Lessor shall hereafter be obtained. Nothing herein shall be
construed to permit any clearance less than the minimum required by any
applicable law or regulation.
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CSXT Form 3014-Sheet 4
Ray. January 1989
6.2 All structures erected over any of such tracks shall be built and
maintained in a manner satisfactory to Lessor. All wires suspended over
any tracks shall be placed and maintained only at the elevations and in
accordance with the standards prescribed by the National Electric Safety
Code (NESC).
6.3 Lessee shall not temporarily block any sight view area of any
rail/road crossing on the Premises, by parking or allowing parking of motor
vehicles or any other means, or erect any permanent structure(s) thereon.
7. PERMITS, ORDINANGES, REGULATIONS, ETC.:
7.1 Lessee, at Lessee's sole cost and expense, shall secure all
necessary permits (including but not limited to zoning, building,
construction, health, safety or environmental matters), letters or
certificates of approval. Lessee expressly agrees and warrants that it
shall conform and limit its activities to the terms of such permit(s),
approval(s) and authorization(s), and shall comply with all applicable
ordinances, rules, regulations, requirements and laws of any governmental
authority (State, Federal or Local) having jurisdiction over the Premises
or Lessee's use thereof.
7.2 Lessee assumes all liability for failure to so comply or to
secure necessary permits and shall further defend, indemnify and hold
Lessor harmless from any violation, any penalty, levy, fine, assessment or
charge, however denominated, and all costs of defense of or of compliance
with any citation, summons, order or violation notice(s), including any
such citation, order, etc. issued after termination of this Lease for any
act, omission or event occurring during the Lease term.
7.3 Lessee shall provide Lessor with copies of any permits or
authorizations Lessee obtains in compliance with any laws, ordinances,
codes or regulations applicable to the prevention or control of discharge
of pollutants or contaminants into environment (land, water or air) in
connection with Lessee's use of the Premises. Lessee shall also promptly
provide Lessor with a copy of any notice(s) served upon Lessee from/by any
governmental authority claiming violations of any such law, ordinance, code
or regulation, or requiring or calling attention to the need for any work,
construction, alteration or installation on or in connection with the
Premises in order to comply with any such law, ordinance, code or
regulation.
8. DRAINAGE:
8.1 Lessee shall construct and maintain, in accordance with all
applicable statutes, ordinances, building codes, subdivision covenants and
restrictions, an adequate drainage system on the Premises or other lands Of
Lessee, diverting all roof, stream, or other surface drainage water from
the Premises to the nearest public (or non-Lessor owned) drainage or storm
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CSXT Form 3014-Sheet 5
Rev. January 1989
sewer system, In order to prevent the discharging of such waters upon
adjacent lands, right-of-way and facilities of Lessor.
8.2 If the Premises or any portion thereof is part of Lessor's
railroad corridor or right-of-way, Lessee, during the continuance of this
Lease, shall maintain any segment of Lessor's railroad drainage ditch
located within the limits of Premises. Alternatively, Lessee shall install
and maintain the drainage structures shown on attached print to encase said
drainage facility. All such installation and maintenance shall be at
Lessee's sole cost and expense and in a manner satisfactory to Lessor's
Chief Engineer, Lessee may fill in and utilize the land over said
installed drainage structures. Upon termination of this Lease, if required
by Lessor, Lessee shall remove said drainage structures and restore
original open ditch in a manner satisfactory to said Chief Engineer.
9. SERVICES, UTILITIES:
9.1 Lessor will be under no obligation to furnish the Premises with
water, gas, sewage, electricity, heat, or other utility services and
supplies that may be necessary or desirable in connection with Lessee's use
and occupancy of the Premises. Lessee shall contract directly with any
utility company for such services and supplies, and Lessee shall pay for
the same directly, and shall defend~ indemnify and hold Lessor harmless
from such costs or expenses, and shall reimburse Lessor as additional rent
any costs of or charges for such utilities paid by Lessor.
9.2 Except as provtded in Article 11, Lessee shall not use, for
utility lines or otherwise, any property of Lessor other than the Premises
without first obtaining Lessor's prior written consent and complying with
all requirements of Lessor applicable thereto.
10. PIPE AND WIRE LINES:
10.1 Lessor reserves the right at all times to maintain existing
and/or to construct new, and to permit others to maintain and/or construct,
overhead and/or underground pipe and/or wirelines upon or across the
Premises, and to use, repair, renew and remove the same.
10.2 However, Lessee shall be responsible for verification of
location of all utilities and for coordination of any construction or
excavation by Lessee with the owner of such pipe or wireline(s).
10.3 Any pipeline and/or wirelines of Lessee crossing under/over
tracks or right-of-way of Lessor must be covered separately by Lessor's
standard wireline and/or pipeline agreement(s).
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11. ADJACENT AREA USAGE:
11.1 Lessee shall have the right to use, in common with Lessor and
others authorized by Lessor, existing driveway(s) or walkway(s) or other
property designated by Lessor as means of ingress to and egress from the
Premises. Lessor shall have the right at any time to restrict the use of
the adjoining premises by Lessee to that of ingress and egress, and Lessee
shall immediately cease any other use of Lessor~s adjoining premises
inconsistent with ingress and egress.
11.2 Any road crossing of Lessor's track(s) or right-of-way necessary
or desired for access to/from the Premises must be covered by separate
Private Road Crossing Agreement.
11.3 Lessor may also designate in writing other areas for temporary
use by Lessee for access, parking, storage, loading or unloading of
materials and supplies.
12. CLAIM OF TITLE:
12.1 Lessee shall not at any time own or claim any right, title or
interest in or to the Premises, nor shall the exercise of this Lease for
any length of time give rise to any right, title or interest in or to the
Premises, other than the leasehold herein created.
13. LIENS:
13.1 Lessee is specifically denied the right, authority or power to
create a lien upon the Premises or any title, interest or portion thereof
under any state Mechanic's Lien Law or otherwise, and shall so specify in
all contracts let by Lessee for any construction, erection, installation,
alteration, maintenance or repair of any building or other improvement on
the Premises.
13.2 Lessee shall pay all debts incurred to, and shall satisfy all
liens of contractors, subcontractors, mechanics, laborers and material
suppliers arising from any construction, alteration, maintenance and/or
repair on and to the Premises and any improvements thereon, whether by or
at the direction of Lessee, and shall indemnify, defend and hold Lessor
harmless against all legal costs and charges, including reasonable counsel
fees, in any suit involving any lien, the enforcement or removal thereof,
or encumbrance caused by the same, with respect to the Premises or any part
thereof.
14. TERMINATION, REMOVAL, COSTS:
14.1 Upon termination of this Lease, by expiration of term or any
reason, Lessee shall vacate said Premises and remove therefrom all
buildings, structures, other improvements and contents thereof, placed
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CSXT Form 3014~Sheet 7
Rev. January 1989
thereon by Lessee or which were located thereon as of the first day of this
Lease (other than buildings, structures, tracks, other track materials,
rail facilities and/or improvements designated by Lessor as owned by
Lessor), all at Lessee's sole risk, cost and expense. Lessee shall clear
all debris resulting from such removal and shall clear and restore said
Premises to a condition satisfactory to Chief Engineer of Lessor. Such
removal shall include the removal of all structures and facilities (whether
on the surface or underground) to ground level, and the filling of all
excavations and holes, which shall be tamped, compacted and graded
uniformly.
14.2 Such vacation and removal shall be completed by Lessee within
the time specified in any notice of termination or at the latest within
fifteen (15) days after the termination or expiration of said Lease.
14.3 Upon failure of Lessee to effect such removal, all buildings,
str~ctures or improvements and contents thereof may, at the option of
Lessor, be considered and treated as having been abandonedby Lessee, and
upon the written exercise of such option by Lessor, the ownership of same
shall be considered surrendered to Lessor.
14.4 Upon failure of Lessee to completely remove all such buildings,
structures, other improvements or contents thereof, ownership of whleh,
under the above option, did not pass to Lessor, and upon Lessee's failure
to restore said Premises to a condition satisfactory to said Chief
Engineer, as provided herein, Lessor may remove all buildings, structures
or improvements, and contents and debris, and restore said Premises to the
condition aforesaid, at the sole risk, cost and expense of Lessee, which
cost and expense Lessee hereby agrees to pay to Lessor on demand.
14.5 In the event this Lease is terminated by notice of either party
(other than for breach or cause), Lessor shall refund to Lessee the
proration of any prepaid base rental plus any taxes paid in advance;
PROVIDED, however, such refund shall not be made when the cumulative total
involved is less than One Hundred Dollars ($100.00).
14.6 At the sole option of Lessor, at or after termination, Lessor
may obtain, at Lessee's cost, the services of an independent, qualified
consultant and state-approved laboratory to sample and test any visibly-
contaminated area of the Premises to insure that the Premises are returned
to Lessor reasonably free from pollution-induced conditions. However,
failure by Lessor to sample and/or test shall not be construed as a waiver
of any claim established by law, or of any other provision or condition of
this Lease,
15. LIABILITY, INDEMNITY:
15.1 Lessee hereby assumes, and releases and waives any right to ask
for or demand damages for or on account of, and agrees to protect, save
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CSXT Form 3014-Sheet 8
Rev. January 1989
harmless, defend and indemnify Lessor from and against all claims and
liability for:
(A) All loss and damage to any property whatsoever, including
property of Lessee, property of Lessor and of all other persons whomsoever,
placed or stored upon the Premises and upon any temporary usage area
provided under Article 11, and the loss of or interference with any use or
service thereof;
(B) All loss and damage on account of injury to or death of any
person whomsoever, including but not limited to employees and patrons of
the parties hereto and all other persons whomsoever on the Premises and
upon said temporary usage area(s);
(C) All consequential loss or damage occurring off the Premises
but arising from acts or events on the Premises; and
(D) All costs and expense thereof (including reasonable
attorneys' fees and court costs);caused by, arising out of or resulting in
any manner from the condition, existence, use or occupancy of the Premises
and any adjoining lands used by Lessee, regardless of cause and whether
caused by, arising out of or resulting from any fault, failure or
negligence of Lessor or otherwise.
15.2 Notwithstanding any other provision heroin, Lessee agrees to
defend, indemnify and hold Lessor harmless from all claims, costs and
expenses (including reasonable attorneys' fees) as a consequence of any
incident resulting in the pollution of air, water, land and/or ground water
arising from or in connection with this Lease or Lessee's use of the
Premises or property adjacent to the Premises, including any claim or
liability arising under federal or state law dealing with the pollution of
air, water, land and/or ground water or the remedy thereof or from Lessee's
failure to secure and comply with permits required under Article 7 hereof.
16. LESSOR:
16.1 The term "Lessor" shall include any other company or companies
whose property at the aforesaid location may he leased or operated by
Lessor.
16.2 All obligations of Lessee under this Lease to release, defend,
indemnify and bold Lessor harmless shall also extend to officers, agents
and employees of Lessor, and to companies and other legal entities that
control, are controlled by, are subsidiaries of, or are affiliated with,
Lessor, and the respective officers, agents and employees of such companies
or entities.
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17. INSURANCE; LIABILITY, CONTRACT, ETC.:
17.1 Prior to commencement of occupation or use of the Premises for
the permitted use, Lessee shall procure, and shall also maintain during
continuance of this Lease, at its sole cost and expense, a policy of Public
Liability Insurance or Commercial Liability Insurance, naming Lessee as
insured and Lessor as additional insured, covering liability under this
Lease. Coverage of not less than THREE MILLION U.S. DOLLARS
($3,000,000.00) Combined Single Limit per occurrence for bodily injury and
property damage is recommended as a prudent minimum to protect Lessee's
assumed obligations hereunder. If said policy does not automatically cover
Lessee's contractual liability under this Lease, a specific endorsement
adding such coverage shall be purchased by Lessee. If said policy is
written on a "claims made" basis instead of an "occurrence" basis, Lessee
shall arrange for adequate time for reporting losses. Failure to do so
shall be at Lessee's sole risk.
17.2 If Lessee contracts for new construction or structural
alterations to the Premises, Lessee shall provide or shall cause its
contractor to provide, prior to commencement of any construction activity,
and maintain during the period 'of construction and all related activities,
at no cost to Lessor, a policy of Owner's Protective Liability Insurance
designating Lessor as insured, with a limit of not less than TWO MILLION
U.S. DOLLARS ($2,000,000.00) Combined Single Limit per occurrence for all
bodily injury and property damage liability. If the construction or
alterations involve an exposure to train operations on tracks of Lessor,
the insurance shall be written on the ISO/RIMA Form (ISO Form CG-00-35, or
current) of Railroad Protective Insurance, with Pollution Exclusion
Amendment (ISO Endorsement No. CG-28-31), having a limit of not less than
TWO MILLION U.S. DOLLARS ($2,000,000.00) Combined Single Limit per
occurrence for bodily injury and property damage and at least a SIX MILLION
U.S. DOLLARS ($6,000,000.00) aggregate limit during each annual policy
period. The original protective liability policy shall be submitted to and
approved by Lessor's Director - Casualty Insurance, at the address above,
prior to commencement of the construction or alterations.
17.3 Lessor may at any time request evidence of insurance purchased
by Lessee to meet requirements of this Article, and may demand that Lessee
purchase insurance deemed adequate by Lessor, but not to exceed the limits
of this Article. Failure of Lessee to comply within thirty (30) days of
Lessor's demand shall be a default subject to termination provisions of
Article 14. Furnishing of insurance by Lessee shall not limit Lessee's
liability under this Lease but shall be additional security therefor.
18. BREACH WAIVER:
18.1 No waiver by Lessor of any breach of any covenant, condition or
agreement herein contained shall operate as a permanent waiver of such
covenant, condition or agreement itself, or of any subsequent breach
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CSXT Form 3014-Sheet 10
Rev. January 1989
thereof. No endorsement or statement on any check or letter accompanying a
check for payment of rent shall be deemed an accord and satisfaction, and
Lessor may accept such check or payment without prejudice to Lessor's right
to recover the balance of such rent or to pursue any other remedy provided
in this Lease. No payment by Lessee or receipt by Lessor of a lesser
amount than the installments of rent herein stipulated shall be deemed to
be other than on account of the earliest stipulated rent.
18.2 If Lessor shall institute collection or litigation proceedings,
and a compromise or settlement thereof shall be made, the same shall not
constitute a permanent or general waiver of any covenant herein contained
nor of any of Lessor's rights hereunder unless so expressed in writing by
Lessor. No re-entry by Lessor after a breach shall be considered an
acceptance of a surrender of this Lease, unless so expressed by Lessor in
writing,
19. SUCCESSORS AND ASSIGNS; LIMITS ON TRANSFER,
SUBLEASE OR ASSIGNMENT:
19.1 Except as heretnafter provided, the terms, covenants and
provisions hereof shall inure to the benefit of and be binding upon the
successors and assigns of Lessor and the successors and assigns (or heirs,
legal representatives or assigns) of Lessee.
19.2 However, Lessee shall not transfer, assign, encumber or sublet
this Lease or any part of the Premises or any rights and privileges herein
granted except to a subsidiary, parent or common controlled affiliate.
This covenant shall also apply whether such sale or transfer is made
voluntarily by Lessee or involuntarily in any proceeding at law or in
equity to which Lessee may be a party, whereby any of the rights, duties
and obligations of Lessee may be sold, transferred, conveyed, encumbered,
abrogated or in any manner altered without the prior notice to and consent
of Lessor.
19.3 Lessee shall not suffer or permit any other person or
corporation to use any part of the Premises except with the separate
written consent of Lessor.
19.4 In the event of any unauthorized sale, transfer, assignment,
sublease or encumbrance of this Lease, or any of the rights and privileges
hereunder, or use of the Premises, Lessor, at its option, may terminate
this Lease at any time within six (6) months after such sale, assignments,
etc., by giving Lessee or any such assignee written notice of such
termination, and Lessor may thereupon immediately enter and retake
possession of the Premises. Consent of Lessor shall be presumed to such
assignment, etc., if no such termination notice is given.
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CSXT Form 3014-Sheet 11
Rev. January 1989
20. MISCELLANEOUS:
20.1 This Lease is executed by all parties under current
interpretation of any and all applicable Federal, State, County, Municipal,
or other local statute, ordinance, or law. Further, each and every
separate division (paragraph, clause, item, term, condition, covenant or
agreement) herein contained shall have independent and severable status
from each other separate division, or combination thereof, for the
determination of legality, so that if any separate division herein is
determined to be unconstitutional, illegal, violatire of trade or commerce,
in contravention of public policy, void, voidable, invalid or unenforceable
for any reason, that separate division shall be treated as nullity, but
such holding or determination shall have no effect upon the validity or
enforceability of each and every other separate division contained, or any
other combination thereof.
20.2 In the event this Lease is part of a package of agreements for
Lessee, this Lease and all other such documents shall be read as compatible
parts of said package and not in contradiction to each other, such that in
the event of apparent conflict in any duties here/thereunder,
Lessor/Railroad shall designate which clause(s) shall survive or control
any others.
21. TERMINATION OF PRIOR AGREEMENT:
21.1 This lease supersedes existing lease dated May 1, 1988 between
CSX Transportation, Inc. and City of Sanford, the Lessee above, or its
predecessor in title, Lessor's contract number CSX-005402 covering the
premises described herein, which lease is terminated and superseded by the
execution hereof.
22. OTHER PROVISIONS:
22.1 None
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Rev. January 1989
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be
executed, in duplicate, as of the day and year first above written.
Witness(es) for Lessor: CSX T SPORTATION, INC., Lessor
/ By: CSX Real Property, Inc.
Its~re,~n F. ~:r~.
Witness(es) for Lessee: CITY OF SANFORD, Lessee
~, Title: City Manag~-r
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