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HomeMy WebLinkAbout2022 Lease AgreementPpgLIC w p pFACILrrIES LEASE Ap �MENT CITyOFSEBASTjAn BEEN CITY ' SE'AN MUNICIPAL pFSEB ASTjAND AN pRT PpBLlC Wp RksDEPAETMENt Aare! Page 7 PIJB1.IC WORKS FAQLLJJLJJEAa THIS LEASE, made and entered into this November 21, 2022, by and between the CITY OF SEBASTIAN MUNICIPAL AIRPORT, , (hereinafter referred to as the "Landlord"), and the CITY OF SEBASTIAN — PUBLIC WORKS DEPARTMENT (hereinafter referred to as the "Tenant"). The Landlord and the Tenant are sometimes collectively referred to herein as the "parties/party." This document contains seventeen (17) pages, plus Schedule "A„ WITNESSETH: WHEREAS, the Landlord is the owner of certain property located in the City of Sebastian, Indian River County, Florida; and WHEREAS, certain property is being used for the operation of the Sebastian Municipal Airport (hereinafter referred to as the "Airport"); and WHEREAS, the Landlord has agreed to lease such property to the Tenant subject to certain terms and conditions consistent with or in support of the current aviation use of such property or as the Federal Aviation Administration (FAA), might allow; and WHEREAS, the Tenant desires to lease the said property from the Landlord, and to that end, in consideration of the premises, Tenant agrees to the covenants, terms and conditions to be performed as set forth hereinafter; and NOW, THEREFORE, in consideration of the mutual covenants hereinafter provided, and receipt and sufficiency for consideration of which are hereby acknowledged, the parties have agreed as follows: RECITALS. The stated recitals are hereby incorporated by reference in this Lease Agreement. 1. LEASED PREMISES: Subject to the terms and conditions set forth hereinafter, and in accordance with the Principal Guiding Documents for Sebastian Municipal Airport, fully incorporated herein by reference, the Landlord hereby leases to the Tenant and the Tenant hereby rents from the Landlord that portion of the real property, by Tenant, which is described more particularly on Schedule "A" affixed hereto and fully incorporated herein by reference (hereafter referred to as the "Leased Premises"). Pending approval of the underlying land lease agreement by the City Council of the City Of Sebastian, the FDOT, and the FAA it is understood that Tenant shall start paying land lease rent upon the joint execution of this lease. Further, Tenant agrees to `hold harmless' the Landlord for any/all claims, liability, and damages resulting from activities by Tenant during move -in. Public Works Building Lease Agreement Page 2 2. TERM OF LEASE: The term of this Lease shall be for a period of twenty (20) years commencing November 1, 2022, and will end on the 20th anniversary of such date. Tenant shall have the option to extend the lease for additional periods of ten (10) years with agreement by the Landlord. 3. RENT: The parties agree that the rent, payable by the Tenant, during the term of this Lease shall be MONTHLY as follows: (a) The AIRPORT is providing 8.7 Acres of property along Airport Drive West consisting of approximately 379,068 square feet for the Tenant. Base rent shall be at the rate of $0.15 per square foot per year or fifty- six thousand eight hundred sixty dollars ($56,860.00) per year. It is understood that the agreed lease rate is contingent on approval by the Florida Department of Transportation (FDOT) and the Federal Aviation Administration (FAA). In addition, the parties recognize that the purchasing power of the United States dollar is evidenced by the United States Department of Labor, Bureau of labor Statistics, Index of Consumer Prices. In December 2027, the Landlord will compare the most recent price index with the base price index for that year, and the yearlyrent amount shall be increased proportionally based upon changes in the price index, if appropriate, on January 1, 2028. Another such adjustment shall be undertaken for January I, 2029 and every year thereafter until the expiration date of the lease, including the option period if applicable. (b) Time Is Of The Essence: The Tenant agrees promptly to perform, comply with and abide by this Lease, and agrees that timely payment is of the very nature and essence hereof. In the event that any rental payment due hereunder shall not be paid within five (5) days of when due, Tenant shall pay Landlord a late payment fee of 5% of the amount of such late Rental Payment. This charge shall be considered additional rent and not interest. (c) Default In Rent: If any of said sums of money herein required to be paid by the Tenant to the Landlord shall remain unpaid ten (10) days after written or verbal demand by Landlord, then the Landlord shall have the options and privileges as follows: (1) Total Acceleration: To accelerate the maturity of the rent installments for the balance of the term. This option shall be exercised by an instrument in writing signed by the Landlord, or its agents, and transmitted to the Tenant notifying them of the intention of the Landlord to declare all unmatured rent installments presently due andpayable. Public Works Building Lease Agreement Page 3 (2) Partial Acceleration: In lieu of the option in sub- paragraph (1) above, the Landlord may, in like manner, declare as presently due and payable the unpaid rent installments for such a period of years as may be fixed in the Landlord's said notice to the Tenant. The exercise of this option shall not be construed as a splitting of a cause of action, nor shall it alter or affect the obligations of the Tenant to pay rent under the terms of this Lease for the period unaffected by said notice. (3) Other Remedies: In addition to the options granted above, the Landlord may exercise any and all other options available to it hereunder or under law, which options may be exercised concurrently or separately with the exercise of the above options. However, failure by the tenant to pay rent in a timely manner as required by the terms of this Agreement as a result of conditions beyond its control, such as, but not limited to, acts of civil or military authority (including courts or regulatory agencies), act of God (excluding normal or seasonal weather conditions), pandemic, wars, riot, strikes, fires, floods, or insurrection, inability to obtain required permits or licenses, hurricanes and severe floods, governmental restrictions, power failures, or damage or destruction of any network facilities or, sewers, shall not be deemed a breach of this Agreement. (d) Default In Provisions: If the Tenant shall default in the performance of any other term of this Lease (except the payment of rent). the Landlord, or its agent or employee, shall send to the Tenant a written notice of default, specifying the nature of the default, and the Tenant shall, within thirty (30) days after the date of said notice, cure and remedy said default, whereupon this Lease shall continue as before. If the Tenant shall fail to cure and remedy such default within said time, the Landlord shall have the right to declare, by written notice to the Tenant, that the Lease is in default, and to use all remedies available to the Landlord hereunder or under law. including, but not limited to, those remedies, procedures and rights specified in the other paragraphs of this Lease. 4. TERMINATION FOR CAUSE AND CONVENIENCE: This lease agreement can be terminated immediately for cause if Landlord finds the Tenant has not adhered to the terms and conditions in a satisfactory manner; or for convenience upon thirty (30) days' written notice to the Tenant. The Landlord shall be the sole judge of non-conformance. Public Works Building Lease Agreement Page 4 5. CONSTRUCTION AND IMPROVEMENTS TO THE PREMISES: The Landlord acknowledges that the Tenant may conditionally make improvements to the buildings and properly for the orimary nuroose of oneratine its Public Works duties to the Citv of Sebastian residents. However, Landlord shall approve the design, features and color(s) of any building improvements. Tenant acknowledges that these improvements, subsequent improvements and construction are owned by Landlord at the term end of lease: (a) The Tenant shall have the right to use the leased premises for any lawful purpose described in Section 6 below, and shall have the right to construct and improve upon the leased premises, provided any such construction and improvements do not, in any way, curtail the use of the airport facilities in their usual operations and are in full compliance of local building codes including applicable building permits. Further any and all such construction and improvements must be pre -approved, in writing, by the City Manager or his designee prior to commencement of any construction. The Tenant covenants and agrees that all such construction and improvements shall be in accordance with the local and state codes, regulations and requirements as well as in accordance with all requirements of the Federal Aviation Administration (FAA) and the Florida Department of Transportation (FDOT). (b)ALL CONSTRUCTION. IMPROVEMENTS AND FIXTURES OF EVERY KIND NOW OR HEREAFTER BUILT. ERECTED OR PLACED ON THE LEASED PREMISES SHALL. AT THE END OF THE TERM OR EARLIER TERMINATION OF THIS LEASE FOR ANY REASON. BECOME THE PROPERTY OF THE LANDLORD and shall be left in good condition and repair, ordinary wear and damage by the elements excepted. (1) In order to confirm sole ownership to the Landlord, the Tenant shall, at Landlord's request, execute any and all documents of transfer which Landlord deems necessary to perfect title to said improvements, if any. The Tenant agrees that all construction and improvements shall, upon the termination of this Lease for any reason, be free and clear of all encumbrances, liens. and title defects of anv kind. (2) A fixture shall be defined as an article which was a chattel, but which, by being physically annexed or Public Works Building Lease Agreement Page 5 affixed to the realty by the Tenant and incapable of being removed without structural or functional damage to the realty, becomes a part and parcel of it. Non -fixtures personally owned by the Tenant at the expiration of the tern or earlier termination of this Lease, for any reason, shall continue to be owned by Tenant and, at its option, may remove all such personal property, provided the Tenant is not then in default of any covenant or condition of this Lease; otherwise, all such property shall remain on the leased premises until the damages suffered by the Landlord from any such default have been ascertained and compensated. Any damage to the leased premises caused by the removal by Tenant of any such personal property shall be repaired by Tenant forthwith at Tenant's expense. 6. USE OF LEASED PREMISES: The Tenant agrees that no use of the leased premises will be conducted in such a manner as to constitute a nuisance or a hazard and that, in connection with the use of the leased premises, the Tenant will observe and comply with all applicable laws, ordinances, orders and regulations prescribed by lawful authorities having jurisdiction over the leased premises. Tenant will abide by the Principal Guiding Documents for Sebastian Municipal Airport. Tenant agrees that the LEASED PREMISES SHALL BE USED BY THE TENANT FOR THE PURPOSE OF Public Works and Facilities Maintenance functions for the Citv of Sebastian. No other use may be conducted by the Tenant without the express written consent of the Landlord. Such consent may be withheld by the Landlord for any reason. All business and activities must be certified and licensed by appropriate agencies, including the FAA, in the appropriate categories of their specific operation The outside area of property shall be kept in a clean and uncluttered appearance. 7. REPAIRS AND ALTERATIONS: The Landlord shall not be obligated to maintain or repair the leased premises or any improvements located thereon or any part thereof during the lease term or any renewal thereof. The Tenant agrees, at its sole cost and expense. to maintain a6 of the leased Dremises. The Tenant shall keep the leased premises in a good state of maintenance and repair and keep the leased premises in a clean and orderly condition in accordance with local ordinances, including but not limited to, the Sebastian Land Development Code and all other community standards ordinances. It is an express condition of this Lease that the leased premises are kept in an attractive manner at all times. Upon obtaining the prior written consent of the Landlord, which consent may be withheld for any reason, the Tenant, at its sole cost and expense. may construct or erect such additional improvements on the leased premises as it deems appropriate and may make such improvements alterations or major Public Works Building Lease Agreement Page 6 renovations to the existing improvements as it deems appropriate, provided, that such improvements, alterations or renovations shall not disturb the structural integrity of such existing improvements, and provided that the alterations or renovations shall comply with all applicable governmental regulations. The Tenant shall indemnify, defend and hold the Landlord harmless from any claims, losses, damages or liens arising out of or in any way connected with such improvement, alterations, additions or renovations. . The Tenant agrees NOT to dispose of hazardous wastes in the dumpster(s). 8. UTILITIES: The Tenant shall be responsible for all costs of electricity, lights, water, sewer, air conditioning, heat, phone, internet, or any other utility or service consumed in connection with the leased premises. Utility services shall be charged by the appropriate agency to Tenant by separate meter(s). The Landlord shall have no liability for the failure to procure, or the interruption of. anv such services or utilities. 9. SIGNS: The Tenant shall have the right to erect and maintain signage on the premises as may be permitted by applicable law. The Landlord may impose any reasonable restrictions as, in the sole discretion of the Landlord, are deemed necessary and in accordance with City of Sebastian's Land Development Codes and Code of Ordinances. 10. LIABILITY INSURANCE: The Tenant shall provide and keep in force, at its own expense, during the term of this Lease, comprehensive public liabilitv insurance coverage with respect to the leased premises and operations thereupon. The insurance coverage to be maintained by the Tenant shall contain limits of: (a) Bodily Injury and Property Damage - $2,000,000 Combined Single Limits. (b) Products and Completed Operations Liability (if applicable) - $2,000,000 Combined Single Limit. (c) Insurance in the full replacement value of all Personal Property, Equipment, and Trade Fixtures on the Leased Premises. (d) Chemical Liability Insurance (if applicable) — minimum of $1,000,000 Combined Single Limit. (e) For Fueling Operations - a Comprehensive Liability policy indicating that the coverage includes owner's fueling/defueling operations with fueling equipment owned and/or operated by the Tenant. The minimum shall be $2,000,000 Combined Single Limit for Bodily Injury and Property Damage. (f) Automobile Liability Insurance: Each service provider operating one or more motor vehicles on the premises in the performance of Public Works Building Lease Agreement Page 7 their work shall purchase and maintain Automobile Liability Insurance with policy limits of not less than $300,000 Combined Single Limit. Service providers having unescorted access to the Airport Operations Area at the Sebastian Municipal Airport shall purchase and maintain Automobile Liability Insurance with policy limits of not less than $1,000,000 Combined Single Limit. (g) Builder's Risk — During any of Tenants construction on a leased site, the Tenant, its employees, Sub -Tenants, agents or contractors shall furnish Builder's Risk Insurance insuring the contract price, with the City listed as the named insured. Any deductibles under the builder's risk policy shall be the responsibility ofthe Tenant, its employees, Sub -Tenants, agents or contractors. (h) Workers' Compensation Insurance: as required by Florida Statutes: Tenant agrees that, should there be an expansion of the use or occupancy beyond the primary use set forth herein, Landlord may alter the minimum amounts stated in the preceding sentence during the term of this Lease by resolution of the City Of Sebastian City Council. Landlord will give written notice of any such change to Tenant, and such changes will take effect immediately. Any policy or policies of insurance required pursuant to this Lease shall be issued by one or more insurance companies authorized to engage in business in the State of Florida. The Tenant shall supply the Landlord with a certificate of such insurance with evidence of the payment of the premium thereon. All policies described in this Paragraph shall contain a clause preventing cancellation of any coverage before thirty (30) days written notice to the Landlord and shall name the Landlord as an additional insured. Upon the request of the Landlord, the Tenant shall provide copies of said policies to the Landlord. 11. PROPERTY. FIRE AND EXTENDED COVERAGE INSURANCE. The Landlord maintains insurance against loss from fire, wind, etc. The Tenant, at its discretion, can insure the leased premises for all its contents, list the Landlord as an additional insure and provide proof thereof. However, the Landlord shall have no obligation to keep the leased premises contents insured nor shall the Landlord have any obligation to insure any personal property used in connection with the leased premises. Any policy or policies of insurance required pursuant to this Lease shall be issued by one or more insurance companies authorized to engage in business in the State of Florida. All policies described in this Paragraph shall contain a clause preventing cancellation of any coverage before thirty (30) days written notice to the Landlord and shall name the Landlord as an additional insured. Upon the request of the Landlord, the Tenant shall provide copies Public Works Building Lease Agreement Page 8 of said policies to the Landlord. In the event that the Tenant's use and occupancy of the premises causes any increase in the premium for any property casualty or fire insurance maintained by Landlord on the Leased Premises or any portion thereof, Tenant shall reimburse Landlord for the amount of said increase within thirty (30) days of notice of the same. 12. DAMAGE OR DESTRUCTION OF IMPRVEMENTS BY FIRE OR OTHER CASUALTY. In a event the leasedpremises and/or other improvements are destroyed or damaged by fire or other casualty, the Tenant, at its option, agrees that it will cause said leased premises and/or other improvements to be replaced or said damage to be repaired as rapidly as practicable. In the event the Tenant, under its option, elects not to repair the leased premises, the Tenant shall, at its sole expense, immediately surrender possession of the premises and all facilities thereon. Tenant shall have the right to remove all remaining personal property used in connection with the leased premises immediately provided any damages in removal are repaired by the Tenant at the Tenant's sole cost. Anv personal monertv not removed within thirtv (30) days shall be presumed abandoned. The cost of removing any such abandoned property that the City deems unusable shall be indemnified to Landlord by Tenant. The Landlord, as an additional insured, shall have a claim against any insurance proceeds paid to the Tenant on account of such damage and/or destruction. In such instance, the Tenant shall be responsible for reimbursing the City any insurance deductibles or costs, including attorneys' fees or such other services the City may incur in initiating and completing the removal of the damaged premises and/or other improvements. The Landlord, or its agent or employee, shall send to the Tenant a written notice, specifying the nature of cost being claimed, and the Tenant shall pay such amount, within thirty (30) days, after the date of such notice. This paragraph shall survive the termination or cancellation of the lease. However, the Landlord shall not have any responsibility or obligation to make any expenditure toward the repair and/or replacement of the leased premises and other improvements on the leased premises, (a) If the Tenant, under its option, elects not to repair the leased premises, either party may choose to cancel the Lease; if either party elects to cancel the Lease, the Landlord, as an additional insured, shall be entitled to that portion of the insurance proceeds paid as a result of such damage and/or destruction to the building and other improvements on the leased premises. (b) In the event the Tenant, under its option, elects not to repair the leased premises, the Tenant shall, at its sole expense, remove all remaining personal property used in connection with the leased premises immediately. 13. INDEMNIFICATION: The Tenant shall indemnify, defend and hold Public Works Building Lease Agreement Page 9 harmless the Landlord, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Tenant and other persons employed or utilized by the Tenant in the performance of the agreement; regardless of the negligence of the indemnitee or its officers, directors, agents, or employees. However, such indemnification shall not include claims of, or damages resulting from, gross negligence, or willful, wanton or intentional misconduct of the indemnitee or its officers, directors, agents or employees. Upon request of the Landlord, the Tenant shall, at no cost or expense to the Landlord, indemnify and hold the Landlord harmless of any suit asserting a claim for any loss, damage or liability specified above, and Tenant shall pay any cost and reasonable attorneys' fees that may be incurred by the Landlord in connection with any such claim or suit or in enforcing the indemnity granted above. Nothing in this agreement shall be construed as the Landlord waiving its sovereign immunity pursuant to 768.28, et seq., Florida Statutes, or any other sovereign or governmental immunity. 14YORCE MAJEURE EVENT: Neither party shall be considered to be in default in the performance of its obligations under this Agreement, except obligations to make payments with respect to amounts already accrued, to the extent that performance of any such obligations is prevented or delayed by any cause, existing or future, which is beyond the reasonable control, and not a result of the fault or negligence of, the affected party (a "Force Majeure Event"). If a party is prevented or delayed in the performance of any such obligations by a Force Majeure Event, such party shall immediately provide notice to the other party of the circumstances preventing or delaying performance and the expected duration thereof. Such notice shall be confirmed in writing as soon as reasonably possible. The party so affected by a Force Majeure Event shall endeavor, to the extent reasonable, to remove the obstacles which prevent performance and shall resume performance of its obligations as soon as reasonably practicable. A Force Majeure Event shall include, but not be limited to, acts of civil or military authority (including courts or regulatory agencies), act of God (excluding normal or seasonal weather conditions), pandemic, war, riot, or insurrection, inability to obtain required permits or licenses, hurricanes and severe floods. 15. ENVIRONMENTAL MATTERS: The Tenant hereby agrees to indemnify, defend and hold the Landlord harmless from and against any and all claims, lawsuits, losses, liabilities, damages, and expenses (including, without limitation, clean-up costs and reasonable attorney's fees) resulting directly, or indirectly, from out of, or by reason of, any hazardous or toxic materials, substances, pollutants, contaminants, petroleum products, hydrocarbons or wastes being located on the property and being caused by the Tenant, Sub -Tenants, agents, assigns, guests, invitees, or users of leased premises. The presence of said Public Works Building Lease Agreement Page 10 substance or materials on the leased premises shall raise the presumption that Tenant is the cause of such presence. This Paragraph shall survive the termination, or cancellation, of the Lease. 16. PREVENTION OF USE OF THE PREMISES: If, after the effective date of this Lease, the Tenant is precluded or prevented from using the leased premises for those primary purposes identified in Section 5 of this Lease, by reason of any zoning law, ordinance or regulation of any authority having jurisdiction over the leased premises and such prohibition shall continue for a period in excess of ninety (90) consecutive days, the Landlord may allow the Tenant to terminate this Lease. The right to terminate this Lease must be granted by the Landlord, in writing, before the Tenant shall be released from its obligations under the terms of this Lease. 17. GOVERNMENT SEIZURE: In the event the United States Government, or any agency or subdivision thereof, at any time during the term of this Lease takes over the operation or use of the airfield and/or AIRPORT which results in the Tenant being unable to operate under the terms of the Lease, then the Lease may be extended upon mutual agreement of the Tenant and the Landlord for an additional period equal to the time the Tenant has been deprived of the value of this Lease. If the duration of the seizure exceeds ninety (90) consecutive days, the Landlord, at the Landlord's sole discretion, may terminate this Lease. 18. EMINENT DOMAIN: If all or any part of the leased premises shall be taken under a power of eminent domain, the compensation or proceeds awarded for the taking of the leased premises shall belong to the Landlord. If the taking is to such an extent that it is impracticable for the Tenant to continue the operation of its business on the leased premises, the Lease, at the option of the Landlord, may be terminated. Nothing herein shall prevent the Landlord and/or the Tenant from seeking any and all damages sustained from the condemning authority by reason of the exercise of the power of eminent domain. 19. DEFAULT BY TENANT: As used in this Lease, the term, "event of default", shall mean any of the following: a) The failure of the Tenant to fulfill any duty or obligation imposed on the Tenant by the Lease; (b) The appointment of a receiver or the entry of an order declaring the Tenant bankrupt or the assignment by the Tenant for the benefit of creditors or the participation by the Tenant in any other insolvency proceeding; (c) The Tenant's failure to pay any consideration, to the Landlord, Public Works Building Lease Agreement Page 11 required by this Lease; (d) The taking of the leasehold interest of the Tenant hereunder pursuant to an execution on ajudgment; (e) The Tenant's abandonment of any substantial portion of the leased premises. "Abandonment" shall be determined by the Landlord; (f) The Tenant or any guarantor of Tenant's obligations hereunder, filing a petition for bankruptcy or being adjudged bankrupt, insolvent, under any applicable federal or state bankruptcy or insolvency law, or admitting that it cannot meet its financial obligations as they become due, or having a receiver or trustee appointed for all or substantially all of the assets of Tenant or any Tenant's obligations hereunder, (g) The Tenant or any guarantor of the Tenant's obligations hereunder making a transfer in fraud to creditors or making an assignment for the benefit of creditors; (h) The Tenant doing any act resulting in a lien being filed against the leased premises or the property which is not released of record within thirtv (30) days of the date initially recorded in the Public Records of Indian River County, Florida. Each party covenants and agrees that it has no power to incur any indebtedness giving a right to a lien of any kind or character upon the right, title and interest of the other party in and to the property covered by this Lease, and that no third person shall ever be entitled to any lien, directly or indirectly, derived through or under the other party, or its agents or servants, or on account of any act of omission of said other party. All persons contracting with the Tenant or furnishing materials or labor to said Tenant, or to its agents or servants, as well as all persons whomsoever, shall be bound by this provision of this Lease. Should any such lien be filed, the Tenant shall discharge the same by payment or by filing a bond, or otherwise, as permitted by law. The Tenant shall not be deemed to be the agent of the Landlord so as to confer upon a laborer bestowing labor or supplies upon the leased premises a mechanic's lien upon the Landlord's property or Sebastian Municipal Airport under the provisions of the Florida Statutes, or any subsequent revisions thereof. (i) The liquidation, termination, death or dissolution of the Tenant or all Guarantors of the Tenant's obligations hereunder. (j) The Tenant shall be in default of any other term, provision or covenant of this Lease, other than those specified in subparts (a) through (i) above. Upon the happening of any "event of default", the Landlord may, at its option, terminate this Lease and expel the Public Works Building Lease Agreement Page 12 Tenant from the leased premise without prejudice to any other remedy; provided, however, that before the exercise of such option for failure to pay rent or failure to perform any condition imposed herein upon the Tenant, the Landlord shall give written notice of such event of default to the Tenant, which thereafter shall have thirty 30 days from the date notice is sent by the Landlord within which to remedy or correct such default, unless such default is the failure to pay rent, in which case the Tenant shall have ten (10) days from the date notice is sent by the Landlord within which to remedy such default by paying all rent and late payment fees due. 20. IDENTITY OF INTEREST: The execution of this Lease or the performance of any act pursuant to the provisions hereof shall not be deemed or construed to have the effect of creating, between the Landlord and the Tenant, the relationship of principal and agent, or of a partnership, or of a joint venture and the relationship between them shall be and remain only that of Landlord and Tenant. 21. NOTICES AND REPORTS: Any notice, report, statement, approval, consent, designation, demand or request, and any option or election to be exercised by a party under the provisions of this Lease, shall be effective only when in writing and delivered (or mailed by registered or certified mail with postage prepaid) to the other party at the address given below: Landlord: Tenant: City of Sebastian Municipal Airport Attn: City Manager or Airport Manager 1225 Main Street Sebastian, FL 32958 City of Sebastian Public Works Department Attn: City Manager or Public Works Director 505 Airport Drive West Sebastian, FL 32958 Either party may designate a different representative or address periodically by giving to the other party notice in writing of the change. Rental payments to the Landlord shall be made by the Tenant at an address to be furnished to the Tenant. 22. RIGHT TO INSPECT: The Landlord, or its agent or employee, may enter the leased premises upon reasonable notice to do the following: (a) To inspect or protect the leased premises or any improvement to a property location thereon; (b) To determine whether Tenant is complying with applicable laws, Public Works Building Lease Agreement Page 13 orders or regulations of any lawful authority having jurisdiction over the leased premises or any business conducted therein; (c) To exhibit the leased premises to any prospective Tenant during the final sixty (60) days of the lease term, or at any time after either party has notified the other that the Lease will be terminated for any reason; or No authorized entry by the Landlord, or its agent or employee, shall constitute an eviction of the Tenant or a deprivation of its rights or alter the obligation of the Landlord or create any right in the Landlord adverse to the interest of the Tenant hereunder. 23. REMOVAL OF TRADE FIXTURES SIGNS AND PERSONAL PROPERTY: At the expiration or termination of the Lease, the Tenant agrees to immediatelv surrender possession of the premises and all facilities thereon. Tenant shall have the right to remove all personal property owned by the Tenant provided any damages in removal are repaired by the Tenant at Tenant's sole cost. Anv personal oroverty not removed within thirty (30) davit shall be presumed abandoned. The cost of removing any such abandoned property that the Landlord deems unusable shall be indemnified to Landlord by Tenant. 24. HEIGHT/HAZARD RESTRICTIONS: The Tenant expressly agrees for itself, its successors and assigns, to restrict the height of structures and other obstructions on the leased premises to such a height so as to comply with all Federal Aviation Regulations, State laws and local ordinances, rules and regulations now existing and hereinafter promulgated. The Tenant expressly agrees for itself, its successors and assigns, to prevent anv use of the leased premises which would interfere with or adverselv affect the operation or maintenance of the Airport or otherwise constitute an Airuort hazard. The Tenant covenants and acknowledges that the use of the leased premises as proposed by the Tenant does not interfere with or adverselv affect the operation or maintenance of the Airport or otherwise constitute an Airport hazard. The Landlord reserves unto itself, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the leased premises, together with the right to cause in such airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation or flight in the airspace, and for use of said airspace for landing on, taking off from, or operating on the Airport. 25. NONDISCRIMINATION: The Tenant for itself, its personal representatives, successors in interest and assigns, as part of the consideration hereof, does hereby covenant and agree as a covenant running with the land the following: (a) No person on the grounds of religion, gender, marital status, Public Works Building Lease Agreement Page 14 race, color, age, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subject to discrimination in the use of the Tenants facilities; (b) That in the construction or improvements on, over or under the leased premises and the furnishing of services thereon, no person on the grounds of religion, gender, marital status, race, color, age, or national origin shall be excluded from participation or, denied the benefits of, or otherwise be subjected to discrimination; (c) That the Tenant shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, and Nondiscrimination in Federally Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964. In the event of breach of any of the above non-discrimination covenants, the Landlord shall promptly notify the Tenant, in writing, of such breach and the Tenant shall immediately commence curative action. Such action by the Tenant shall be diligently pursued to its conclusion, and if the Tenant shall then fail to commence or diligently pursue action to cure said breach, the Landlord shall then have the right to terminate this Lease and to re-enter and repossess said land and improvements thereon. 26. ENTIRE AGREEMENT: This Lease contains all of the understandings by and between the parties hereto relative to the leasing of the premises herein described, and all prior agreements relative thereto have been merged herein or are voided by this instrument, which may be amended, modified, altered, changed, revoked or rescinded in whole or in part only by an instrument in writing signed by each of the parties hereto. 27. ASSIGNMENT AND SUBLETTING: The Tenant shall not assign this Lease or sublet the leased premises or any portion thereof, or otherwise transfer any right or interest hereunder without the Drier written consent of the Landlord. If the Landlord consents, in writing, to the assignment, subletting or other transfer of any right or interest hereunder by the Tenant, such approval shall be limited to the particular instance specified in the written consent and the Tenant shall not be relieved of any duty, obligation or liability under the provisions of its Lease. Public Works Building Lease Agreement Page 15 28. BINDING EFFECT: The terms and provisions of this Lease shall be binding on the parties hereto and their respective heirs, successors, assigns and personal representatives, and the terms of any Addendum attached hereto are incorpomtedherein. 29. APPLICABLE VENUE: In the event of litigation arising out of this writing, venue shall be in Indian River County, Florida and the terns of this Lease shall be construed and enforced according to the laws of the State of Florida except to the extent provided by Federal law. THE PARTIES HEREBY WAIVE THE RIGHT OF TRIAL BY JURY OF ANY ISSUES SOTRIABLE. 30. ATTORNEYS FEES: In any action arising out of the enforcement of this writing, the prevailing party shall be entitled to an award of reasonable attorney fees and costs, both at trial and all appellate levels, based upon the prevailing rates of private attorneys in Indian River County, Florida. 31. R�.C� DING: In no event shall the Lease or a copy thereof be recorded in the Public Records of Indian River County, Florida. 32. MISCELLANEOUS: The Landlord shall have the option, without waiving or impairing any of its rights hereunder, to pay any sum or perform any act required of the Tenant, and the amount of any such payment and the value of any such performance, together with interest thereon, shall be secured by this Lease, and shall be promptly due and payable to the Landlord. In the event of the Tenant's breach of any of the provisions of this Lease, the Landlord shall thereupon have a lien upon all revenues. income. rents, earnings and Drofits from the leased premises as additional security to the Landlord for the Tenant's faithful performance of each of the terms and provisions hereof, and to secure payment of all sums owing to the Landlord hereunder. Such liens shall be suoerior in dienitv to the rights of the Tenant and any of its creditors or assienees or any trustee or receiver apnointed for the Tenant's oromertv. or any other Derson claiming under the Tenant. Upon the Landlord's termination of the Tenant's rights under this Lease by reason of the Tenant's default, all such revenues, income, rents, earnings and profits derived or accruing from the leased premises from the date of such termination by the Landlord shall constitute the Dronery of the Landlordand the same is hereby declared to be a trust fund for the exclusive benefit of the Landlord and shall not constitute any asset of the Tenant or any trustee or receiver appointed for the Tenant's property. The provisions of this paragraph shall be effective without the Landlord's re-entry upon the leased premises or repossession thereof, and without any judicial determination that the Tenant's interest under said lease has been terminated. Public Works Building Lease Agreement Page 16 The Tenant acknowledges that the Landlord is required by law to operate under an Airport Master Plan and the Tenant covenants that he will use the leased premises consistent with the Airport Master Plan. IN WITNESS WHEREOF, the parties hereto have set their hands and seals /the �day and year first above written. .�lO�c.e M 22— Karen Miller, Pic Works Director Date Pfiul E. Carlisle, City Manager Date _ Approved as to form an�.jegality for Reliance by the Ci f S astian.em City Clerk (seal) IIIZZ1202Z Public Works Building Lease Agreement Page 17 SCHEDULE"A" Lease Agreement between the City Of Sebastian, Sebastian Municipal Airport and the City of Sebastian, Public Works Department concerning 8.7 Acres of Property Located at 505 AIRPORT Drive West, Sebastian, FL 32958 The City Of Sebastian, Sebastian Municipal AIRPORT, shall lease to the City of Sebastian, Public Works Department 379,068 square feet (more or less) of property located at the Sebastian Municipal AIRPORT. It is understood that the property shall be used as the Public Works and Facilities Maintenance Compound. The City Of Sebastian retains ownership of the facility throughout the tern of the lease. The lease rate shall be at a rate as described in Section 3 of the lease agreement. The lease rate is contingent upon FDOT and FAA approval of the per square foot lease rate. �ma HOME OF PELICAN ISLAND CITY COUNCIL AGENDA TRANSMITTAL Council Meetiae Date: November 21, 2022 Aeenda Item Title: New Public Works Facility Lease Recommendation: Staff recommends approving this Ground Lease Agreement for the new Public Works Facility at Sebastian Municipal Airport. Backsround: The City of Sebastian recently completed the new Public Works Facility on 379,068 SF of grounds at 505 Airport Drive West, on Sebastian Municipal Airport property. Sebastian Municipal Airport operates as an enterprise find entity under Federal Aviation Administration (FAA) guidelines. Consistent with FAA guidelines, the establishment of the Public Works Facility on airport property calls for a non -aviation land lease between Sebastian Municipal Airport and the City of Sebastian Public Works Department. The lease amount is 15cents per square foot of property per year, which amounts to $56,860.00 as the =net lease amount. If Aeenda Item Requires EVnenditure of Funds: Cost: Annual rent of $56,860 Amount Budgeted in Current Fiscal Year: $56,860 Fund to be utilized: General Fund Attachments: I. Public Works Facility Lease Agreement Administrative Services Departmen eview. --Vj l City Attorney Review: Procurement Division R2,eif. plicable: ✓� City Manager Authorization: Date: ///f � �'