HomeMy WebLinkAboutLos Lagos Winter Springs, LLC Temporary Lease Agreement (Storm-Related Debris) - 2023 06 06TEMPORARY LEASE AGREEMENT
THIS TEMPORARY LEASE is made and entered into as of the & day of
3Qrt, , 2023 between LOS LAGOS WINTER SPRINGS, LLC, a Florida limited
liability company with a principal address of 225 S. Westmonte Drive, Suite 1160, Altamonte
Springs, FL, 32714, (hereinafter collectively referred to as "Property Owner") and THE CITY
OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, with a principal address
of 1126 East State Road 434, Winter Springs, FL 32708 (hereinafter referred to as "City").
WHEREAS, due to the potential damage that may be caused by a hurricane or similar
natural disaster during the 2023 hurricane season, the City desires to obtain a temporary lease of a
portion of certain property in the City in anticipation of engaging in disaster relief clean-up of
vegetative storm -related debris within the jurisdictional limits of the City of Winter Springs and
elsewhere in the State of Florida; and
WHEREAS, the City has retained the services of contractors to perform disaster relief
services including the collection and processing of vegetative storm -related debris; and
WHEREAS, the City is in need of a staging and debris processing area at which contractors
can perform the disaster relief services mentioned herein in the event of a disaster; and
WHEREAS, Property Owner is the owner of real property located on SR 434 within the
City of Winter Springs which is suitable for the staging and processing of vegetative storm related
debris which will be performed by contractor on the City's behalf, and
WHEREAS, the parties desire to enter into this lease agreement for purposes of facilitating
disaster relief efforts within the City of Winter Springs,
NOW THEREFORE, for the good and valuable consideration described herein, the receipt
and sufficiency of which is acknowledged by the parties, and the covenants and promises contained
herein, the parties hereby agree as follows:
ARTICLE I - DEFINITIONS
1.01 Definitions. The following words shall have the meaning ascribed below unless the
context clearly indicates otherwise:
A. "Article" means an article of this Lease.
B. "Commencement Date" means the first day of the Term of this Lease which shall
be June 1, 2023.
C. "Lease" means this Lease, exhibits to this Lease, and every properly executed
instrument which by its terms amends, modifies or supplements this Lease.
D. "Premises" or "Property" shall mean the real property described in Article 2.01
which is the subject of this Lease.
E. "Rent" means the amount payable by City to Property Owner for the lease of the
Premises.
F. "Term" means the period of time set out in Article 3.01.
ARTICLE H - GRANT OF LEASE
2.01 Grant. Property Owner hereby demises and leases the following premises to City, and
City hereby leases and accepts the premises from Property Owner, to have and to hold during the
Term, for the public purposes provided herein and subject to the terms and conditions of this Lease.
The Premises shall consist of a portion of the property identified and legally described and depicted
in Exhibit "A," which is attached hereto and incorporated herein by this reference.
2.02 Quiet Eniovment. Property Owner shall warrant and defend the City in the quiet
enjoyment and possession of the Premises during the Term, subject to the terms and conditions of
this Lease.
2.03 Covenants of Prooerty Owner, City, and Contractor. Property Owner covenants that
it is seized with fee simple ownership of the Premises, that Property Owner will observe and
perform all of the terms and conditions of this Lease, and that the executor of this Lease, on behalf
of Property Owner, is duly authorized to execute this Lease. City covenants to pay the Rent when
due under this Lease and to observe and perform all of the terms and conditions of this Lease.
2.04 Property Owner's Access to the Premises. The Property Owner shall have access at all
reasonable times to the Premises, for purposes of accessing.adjoining property owned by Property
Owner and which is otherwise inaccessible, provided however, such access by Property Owner
shall have a minimum impact upon the City's use of the Premises for the purposes provided herein.
ARTICLE III - TERM AND POSSESSION
3.01 Term. The Term of this Lease shall commence on June 1, 2023 ("Commencement Date")
and terminate on December 1, 2023 or at such time thereafter that the City notifies Property Owner,
in writing, that they have completed disaster relief efforts due to a hurricane or similar storm event
that occurred during the period between June 1, 2023 and December 1, 2023. In no event shall the
completion of disaster relief efforts extend beyond December 31, 2023 unless mutually agreed in
writing by the parties. Notwithstanding the foregoing, the City may terminate the lease sooner by
providing written notice to the Property Owner, provided the City has complied with the
restoration requirements set forth in Section 10.01 of this Lease.
3.02 Condition of Premises. Except as otherwise specifically provided in this Lease, Property
Owner disclaims any warranty regarding the condition of the Premises, whether patent or latent,
and City shall accept the Premises in its "as is" condition, including, without limitation, any defects
which exist on the Commencement Date. The City acknowledges that the Premises are now in
suitable condition for the staging disaster relief efforts including the processing of vegetative storm
related debris caused by hurricanes.
ARTICLE IV - RENT, OCCUPANCY COSTS, AND OTHER CHARGES
4.01 Annual Rent. City shall pay to Property Owner, as rent for the Premises, the lump sum
of Ten & No/100 Dollars ($10.00) payable in advance.
ARTICLE V - USE OF PREMISES
5.01 Generally. The Premises shall be used and occupied by the City and its disaster relief
contractors, and their respective subcontractors and agents, for the establishment, operation and
maintenance of a temporary staging area for disaster relief efforts and as a vegetative storm debris
collection, processing and transportation point for the use and benefit of the citizens and property
owners of the City of Winter Springs, Florida, in the event of a hurricane, storm event, or similar
natural disaster. The City and its contractors shall be permitted to locate a portable trailer(s) or
building on the Premises and shall also be permitted to park and store equipment, supplies, goods
and machinery that are necessary to complete the City's disaster relief and vegetative storm debris
operations on the Premises. To the extent severe weather events are reasonably foreseeable and
to the extent possible, the City shall attempt to provide three days' written or verbal notice to the
Property Owner of its intent to use the Premises for the purposes described herein. Further, at any
time and without prior notice to Property Owner, the City shall be permitted to enter onto the
Property and inspect the Premises subject to this Lease to determine if any maintenance or repairs
would be necessary to install or locate trailers, equipment, supplies, goods or machinery in the
event of a natural disaster.
ARTICLE VI - MAINTENANCE, REPAIR, ALTERATIONS AND
IMPROVEMENTS BY CITY; UTILITIES
6.01 Condition of Premises. The City and its contractors shall maintain the Premises and all
improvements therein in their condition as they exist on the Commencement Date, less reasonable
wear and tear, at City's sole cost and expense.
6.02 Alterations by City. The City may from time to time, at the City's expense, make
changes, additions and improvements in the Premises to better adapt the same to be used in
accordance with the purposes set forth in Section 5.01 herein, provided that any such change,
addition or improvement shall comply with the requirements of any governmental authority having
jurisdiction.
6.03 Utilities. During the City's occupancy and use of the Premises, the City may require
certain utilities on the Premises. To the extent there are existing utilities on the Premises, the
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Property Owner will work with the City to allow the City to use such utilities. If no utilities are
currently available, the Property Owner will allow the City to deliver utilities to the Premises. The
cost of delivering utilities to the Premises and/or the cost of service for the utilities shall be borne
by the City.
ARTICLE VII - INSURANCE
7.01 General Liability and Other Insurance. The City shall provide the Property Owner with
proof of insurance upon written request of the Property Owner.
ARTICLE VIII - INJURY TO PERSON OR PROPERTY
The following shall survive the termination of this Lease and shall remain in effect until the
applicable statute of limitations have lapsed:
8.01 Indemnity by fity. To the extent permitted by .law, the City covenants and agrees that it
will remain responsible and will indemnify and hold Property Owner harmless for any claim, loss,
damage, cost, charge or expense, up to but not exceeding the limits set forth in Section 768.28,
Florida Statutes, arising out of any breach, act, neglect or omission by the City, its officers,
employees, agents, contractors, or subcontractors during the performance of, or as required by,
this Agreement. Nothing in this Lease shall alter the City's sovereign immunity established by
Section 768.28, Florida Statutes. Further, nothing in this Lease shall require the City to indemnify
the Property Owner to the extent of any claim, loss, damage, cost, charge or expense arising out
of the gross negligence or willful misconduct of the Property Owner, its officers, employees,
agents, contractors, or subcontractors during the performance of this Agreement.
8.2 Insurance. The City currently maintains insurance with the Florida League of Cities
Insurance Trust ("Trust"). However, the Property Owner acknowledges that the Trust does not
allow the City to name a private entity as an additional named insured. With that said, the City
will require its contractors performing work on the Property to maintain general liability insurance
and to provide certificates of insurance naming the -City and Property Owner as additional named
insureds on the contractor's general liability policy.
8.3 Liability of City for Personal Property. All personal property which is brought onto
the Premises by the City or on behalf of the City shall be at the sole risk of the City. The Property
Owner shall not be liable to the City or any other person or entity claiming by, through or under
the City for any injury, loss, or damage to the personal property to any person on said Premises,
except for the Property Owner's own gross negligence or willful misconduct. The City shall not
bring or intentionally or willfully permit any person or entity to bring any hazardous substances
on the Property, as. the term hazardous substance is defined by state and federal environmental
laws.
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ARTICLE IX - CITY ASSIGNMENT AND SUBLETTING
9.01 Assignment or Sublease by City. City shall not assign this Lease or sublet the Premises
without the prior written consent of Property Owner.
ARTICLE X - TERNIINATION
10.01 Removal of Improvements. Upon termination of the Lease, the City shall have fifteen
(15) days to remove all improvements made to the Premises and personal property from the
Premises, and all vegetative and other stone related debris brought to the Premises or mulched at
the Premises as part of a .disaster relief effort and restore (less reasonable wear and tear) the
affected portion, of the Property to the condition that existed at the Commencement Date. If the
City fails to complete the removal and restoration within this time period, the Property Owner shall
have the right to remove the improvements and all vegetative and other storm related debris
brought to the Premises and restore the affected portion of the Property after seven (7) days' prior
written notice to the City, and the City shall reimburse the Property Owner for the actual and
reasonable costs incurred in said removal and restoration. The reimbursement shall be made by
the City within ten (10) days of receipt of a written invoice itemizing said costs. During the seven
day notice period, the City shall have the right to continue the removal of all vegetative and other
storm related debris and improvements and personal property required by this Lease. This section
10.01 shall survive the termination of this Lease.
ARTICLE XI - TRANSFERS BY PROPERTY OWNER
11.01 Sale, Conveyance and Assignment. Nothing in this Lease shall restrict the right of the
Property Owner to sell, convey, assign, mortgage or otherwise deal with the Premises or the right
of Property Owner to assign its interest in this Lease subject only to the rights of City under this
Lease.
11.02 Subordination. This Lease is and shall be subject and subordinate in all respects to any
and all mortgages and deeds of trust now or hereafter placed on the Premises, and to all renewals,
modifications, consolidations, replacements and extensions thereof.
ARTICLE XH - NOTICES
12.01 Notices. All notices, demands, requests, instructions, approvals, and claims of any type
hereunder shall be given by U.S. mail or by hand delivery to an individual authorized to receive
mail for the below listed individuals, all to the following individuals at the following locations:
TO THE CITY:
City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, Fl. 32708-2799
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407-327-5957 (Phone)
TO THE PROPERTY OWNER:
Los Lagos Winter Springs, LLC
225 S. Westmonte Drive, Suite 1160,
Altamonte Springs, FL, 32714
Notice shall be deemed to have been given and received on the date the notice is physically
received, if given by hand delivery, or if notice is given by first class U.S. mail, postage prepaid,
then notice shall be deemed to have been given three (3) business days after deposited in the U.S.
mail addressed in the manner set forth above. Any party hereto, by giving notice in the manner
set forth herein, may unilaterally change the name of the person to whom notice is to be given or
the address at which notice is to be received.
ARTICLE XLH - DEFAULT
N.
13.01 Events of Default: Remedies. An event of default shall occur whenever:
A. Any party fails to observe, perform and keep each and every one of the material
covenants, agreements, provisions, stipulations and conditions herein contained to be observed,
performed and kept by the respective party (other than payment of Rent and other charges
hereunder) and persists in such failure after seven (7) days written notice by the non -breaching
party requiring that the breaching party remedy, correct, desist or comply. However, if any such
breach would reasonably require more than seven (7) days to rectify, and the breaching party
commences rectification within seven (7) days of such notice and thereafter promptly and
effectively and continuously proceeds with the rectifications of the breach, the seven (7) day time
period may be extended by mutual written consent of the parties.
B. Upon occurrence of any event of default, the non -defaulting party shall have the
option, in addition to and not in limitation of any other remedy permitted by law or by this Lease,
to terminate this Lease, in which event the City shall immediately surrender the Premises to
Property Owner and all improvements made by the City shall be removed pursuant to Paragraph
10.01 of this Lease. However, if City shall fail to do so, Property Owner may without notice and
without prejudice to any other remedy Property Owner may have, enter upon and take possession
of the Premises and expel or remove City and its effects without being liable to prosecution or any
claim for damages.
ARTICLE XIV - MISCELLANEOUS
14.01 Relationship of Parties. Nothing contained in this Lease shall create any relationship
between the Property Owner and the City other than landlord and tenant. It is acknowledged and
agreed that Property Owner under this Lease does not in any way or for any purpose become a
partner of the City in the operation and maintenance of a staging area for disaster relief efforts and
storm debris collection point, or a joint venturer or a member of a joint or common enterprise with
the City.
14.02 Consent Not Unreasonably Withheld. Except as otherwise specifically provided,
whenever consent or approval of Property Owner or City is required under the terms of this Lease,
such consent or approval shall not be unreasonably withheld or delayed. If either party withholds
any consent or approval, such party shall, on written request, deliver to the other party a written
statement giving the reasons therefor.
14.03 Applicable Law and Construction. This Lease shall be governed by and construed under
the laws of the State of Florida and its provisions shall be construed as a whole according to their
common meaning and not strictly for or against Property Owner or the City. The words Property
Owner and City shall include the plural as well as the singular.
14.04 Entire Agreement. This Lease contains the entire agreement between the parties hereto
with respect to the subject matter of this Lease.
14.05 Amendment or Modification. Unless otherwise specifically provided in this Lease, no
amendment, modification, or supplement to this Lease shall be valid or binding unless set out in
writing and executed by the parties hereto in the same manner as the execution of this Lease.
14.06 Construed Covenants and Severability. All of the provisions of this Lease are to be
construed as covenants and agreements as though the words importing such covenants and
agreements were used in each separate Article hereof. Should any provision of this Lease be or
become invalid, void, illegal or not enforceable, it shall be considered separate and severable from
the Lease and the remaining provisions shall remain in force and be binding upon the parties hereto
as though such provisions had not been included.
14.07 Successors Bound. Except as otherwise specifically provided, the covenants, terms and
conditions contained in this Lease shall apply to and bind the heirs, successors, executors,
administrators and assigns of the parties hereto.
14.08 Headings. The Article headings contained in this Lease are for convenience only and shall
in no way enlarge or limit the scope or meaning of the various and several Articles hereof.
14.09 Attorney's Fees. In the event of any legal action or suit under this Lease, each party shall
bear their own attorney's fees and costs.
14.10 City Not to Allow Liens or Encumbrances. The City shall not permit to be created nor
to remain undischarged any lien, encumbrance, or charge arising out of any work of any contractor,
mechanic, laborer, or materialman which might lien or encumber the Premises for work performed
on the City's behalf on the Premises.
If any lien or notice of lien on the account of any debt of the City shall be filed against the Premises
and the City fails to discharge the lien or notice of lien within twenty (20) days of filing, Property
Owner, in addition to any other legal rights or remedies, may, but shall not be obligated to,
discharge the same by either paying the amounts claimed to be due, or shall be entitled to defend
any prosecution of an action for foreclosure of such lien. Any amount paid by Property Owner and
all costs and expenses (including reasonable attorney's fees and interest) incurred by Property
Owner in connection therewith shall be paid by City.
14.11 Time is of Essence. The parties acknowledge and agree that time is of the essence under
this Lease.
14.12 Venue. Venue for any legal actions under this Lease shall be in Seminole County, Florida
for state court actions and Orlando, Florida for federal court actions.
[SIGNATURE PAGE TO FOLLOW]
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WITNESSES:
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WITNESS S:
PROPERTY OWNER:
LOS LAGOS WINTER SPRINGS, LLC, a
Florida limited liability company
By: uuGj'/0
Print Name/Title: gall I rNawy- LAarw4el
Date: fv I202
CITY:
CITY OF S RINGS, FLORIDA
By:
Phil Hiy sh, Interim City Manager
Date: `�-�' /Zoz75