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HomeMy WebLinkAbout2025 Lease Agreement Sebastian Area Historical Society, Inc.HISTORICAL SCHOOL BUILDING SEBASTIAN AREA HISTORICAL SOCIETY. INC. LEASE AGREEMENT This Lease Agreement ("Agreement") is entered into this 9th day of June , 2025 ("Commencement Date"), by and between the City of Sebastian Florida, a municipal corporation of the State of Florida, hereinafter ("Landlord",) and the Sebastian Area Historical Society, Inc., a Florida Not for Profit Corporation, hereinafter ("Tenant".) WI771iESSETH.- Section 1. Premises. Subject to the terms hereof, and to zoning and restrictions of record, and in consideration of the mutual benefits and obligations set forth hereafter, Landlord leases to Tenant and Tenant leases from Landlord the Premises located in Indian River County, Florida, more particularly described as follows (the "Premises"): Museum room and map room with associated common space also referred to as spaces 111,112,123,124 and 125 located at 1235 Main Street, Sebastian, located in Indian River County, Florida. Section 2. Term/Termination. This Agreement shall be for a 10 year term commencing on the date of final execution and expiring on May 30, 2035. Termination of the lease shall be with or without cause upon 30 days' notice by either party prior to the end of the term. No renewal term is contemplated herein and will require execution of a document of equal dignities herewith. Section 3. Rent. Tenant shall pay to Landlord during the term of this Agreement, an annual Rent in the amount of one dollar per year or agreed total rental of $20 dollars. Section 4. Use. Tenant shall use and occupy the Premises only for office space and museum space and map room associated with its mission and directives, including such ancillary use of space as is typically associated therewith and for no other use or uses without the written consent of the Landlord. Tenant shall not use the Premises in a disreputable, ultra -hazardous or unlawful manner, or in any manner that would constitute a public or private nuisance. Tenant shall provide all of its own office equipment, furniture and furnishings and shall insure such equipment, furniture and furnishings as it deems desirable, but, in no event, shall make a claim against the Landlord for any losses. Tenant shall not perform any acts on the Premises that would generate noxious odors or annoying noises. Tenant acknowledges existence of equipment located on the Premises which it shall not damage or destroy but for ordinary wear and tear. Section 5. Hazardous Substances. Tenant shall not use, store, generate, dispose of, release or otherwise handle or possess any hazardous substance on or about the Premises. Should Tenant violate this provision, then Tenant shall indemnify, defend, and hold Landlord harmless from all claims, charges, penalties, fines, liabilities, costs (including clean-up costs), and all other obligations and expenses arising directly or indirectly from such violation. The Tenant's indemnification, defense and hold harmless herein shall be limited to the extent permitted in Section 768.28, Florida Statutes, as amended from time to time and as set forth in Section 9 Indemnification/Liability/Loss below. Section 6. Ouiet Eniovment. Upon paying the Rent and performing all other covenants and obligations under this Agreement, Tenant shall hold the Premises free from disturbance. Section 7. Redeliverv. Tenant covenants that at the termination of this Agreement, whether by expiration, default or otherwise, Tenant shall promptly re -deliver the Premises to Landlord free from subtenancies and in the condition the Premises are presently in, reasonable use wear and tear excepted. Any personal property or trade fixtures remaining on the Premises three days after termination shall be deemed abandoned by Tenant, and may be disposed of as Landlord deems fit at Tenant's expense unless otherwise agreed to be Landlord in writing. All personal property or fixtures located in the Premises on the Commencement Date shall be redelivered in good condition with the Premises. Section 8. Acceptance of Premises. Tenant acknowledges that Landlord has made no representation or warranty that the Premises are fit for Tenant's intended use. Tenant has inspected the Premises, and Tenant accepts the Premises "as is". Section 9. Indemnification/Liabilitv/Loss. Tenant hereby waives all claims and agrees to hold forever harmless landlord from any and all claims, lawsuits, judgements, or similar causes of action, for any/all injuries and/or claims to persons or property arising out of the activities conducted by Tenant on the Leased Premises. Tenant shall indemnify Landlord against any/all claims, liabilities, loss or damage as a result of Tenant's activities on the Leased Premises. Tenant agrees to defend Landlord against any/all claims, at the sole cost and expense of Tenant. Section 10. No Assienment without Consent. Tenant shall not assign this Agreement or any of Tenant's rights hereunder, nor sublet the Premises or any portion thereof, without first obtaining the written consent of Landlord. Such consent shall not be unreasonably withheld. Section 11. Default/Breach. Landlord, at its option, may terminate this Agreement on three days' notice to the Tenant: (a) if any Rent due hereunder is not paid when due; or (b) if the Premises are abandoned by Tenant or otherwise become and remain vacant or deserted for a period of 10 days or more; or (c) if the Premises are used for some purpose other than the use authorized herein; or (d) if Tenant shall have failed to cure a default in the performance of any other provision of this Agreement or any rule or regulation set forth herein within ten 10 days after written notice thereof to Tenant from Landlord, or if such default cannot be completely cured in such time, if Tenant shall not promptly proceed in good faith to cure such default within said ten 10 days, or shall not complete the curing of such default with due diligence. In the event that Landlord elects to terminate this Agreement, then, upon the expiration of the aforesaid notice period, Tenant shall remain liable for damages to the maximum extent provided herein or permitted by law. If either party commits a material breach of this Agreement, the other shall have available all remedies given by law or equity. Section 12. Destruction of Premises. In the event that the Premises or a portion thereof is destroyed or damaged by fire or other casualty, then Landlord may or may not elect to repair or rebuild the Premises or to terminate this Agreement. If Landlord elects to repair or rebuild, this Agreement shall remain in force, and Landlord shall complete all repairs or rebuilding after such election. If it is reasonably anticipated that it will take more than sixty (60) days to complete the 2 repairs or rebuilding, the Tenant may elect to terminate the Agreement without further obligation or, upon written request of the Tenant, the rent shall be suspended or otherwise prorated to adjust for any period that the Tenant is unable to use the premises normally as a result of the damage or disruption resulting from the repairs or rebuilding work. If Landlord elects to terminate this Agreement rather than to repair or rebuild, Tenant shall promptly surrender possession of the Premises to Landlord and neither Landlord nor Tenant shall have any remaining obligations hereunder, except any obligations owed by Tenant that accrued before the casualty, which obligations Tenant shall forthwith settle. Landlord shall not be liable for any damages, inconvenience, or annoyance to Tenant resulting from any damage to the Premises or from the repair or replacement thereof, and shall not be liable for any delay in restoring the Premises unless arising from the Landlord's negligent or wrongful action. If Tenant's negligence or the negligence of Tenant's agents, employees or invitees results in damage or destruction to the Premises, then notwithstanding any other provision of this Agreement subject to the limitations and waiver set forth in Section 768.28, Florida Statutes. Tenant shall be obligated to pay the cost or repair, replacement or restoration that exceeds any available insurance proceeds therefore, and Rent shall not abate during the period of repair or restoration. Section 13. Liability for Loss of Personal Prouerty. All personal property placed or moved in the Premises shall be at the risk of Tenant. Landlord shall not be liable for any damage to person or to property occurring on the Premises or related to Tenant's use thereof including, but not limited to, damages arising from the bursting or leaking of water pipes. Section 14. Alterations. Tenant shall not make any alterations to the Premises without first obtaining the written consent of Landlord. Any alterations so approved by Landlord shall (a) be made in a good and workmanlike manner; (b) be paid for in full by Tenant; (c) be made with materials of comparable or better quality than are already in place; and (d) not weaken the Premises or cause a reduction in fair market value of the Premises. Section 15. Access to Premises. Landlord may enter the Premises at any time for the protection or preservation of the Premises. Section 16. Cost of Collection and Attornev's FeesNenue/Waiver of Jury Trial. In the event of any legal proceedings arising from or related to this Agreement: (1) venue for any state or federal legal proceedings shall be in Indian River County; (2) each party shall bear its own attorneys fees, including appeals; (3) for civil proceedings, the parties hereby consent to trial by the court and waive any right to trial by jury; (4) no remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. Section 17. Liens. Tenant agrees to keep the Premises free and clear of any lien or encumbrance of any kind whatsoever created by Tenant's acts or omissions and Tenant shall indemnify and defend, to the extent and limits permitted by law, Landlord against any claim or action brought to enforce any lien imposed on the Premises because of Tenant's negligent act or omission. Except as specifically provided otherwise herein, Tenant shall have 10 days after 3 receiving notice of any such lien or encumbrance to have such removed. If Tenant fails to have such removed within that time, Tenant shall be in default. Section 18. 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. Landlord's acceptance of any late or inadequate performance including, but not limited to, late or insufficient payments of Rent, shall not constitute a waiver or forfeiture of Landlord's right to treat such performance as an event of default or to require timely and adequate performance in the future. Section 19. Notices. All notices or other communication required or permitted to be given pursuant to this Agreement 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 three 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: Sebastian Area Historical Society, Inc. City Manager P.O. Box 781348 City of Sebastian Sebastian, FL 32978 1225 Main Street Sebastian, FL 32958 Section 20. Construction. Whenever the context permits, or requires the use of the singular in this Agreement 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 both genders. Any reference herein to a person shall include trusts, partnerships, corporations, and other entity, as appropriate. Section 21. Captions. The captions to the provisions of this Agreement are for convenience and reference only and in no way define, limit or describe the scope or intent of this Agreement nor in any way effect the substance of this Agreement. Section 22. Applicable LawNenue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue shall be in the Nineteenth Judicial Circuit Court in and for Indian River County, Florida. Section 23. Survivability. The parties agree that all of the indemnities, representations and warranties made herein, shall, to the extent and limits permitted by law, survive the termination or expiration of this Agreement and that the termination or expiration hereof shall not release Tenant or Landlord from any accrued, unfulfilled or unsatisfied liabilities or obligations. Section 24. Mereer. No prior or present agreements or representations shall be binding upon the parties hereto unless incorporated in this Agreement. No modification or change in this L1 Wj Agreement shall be valid or binding upon the parties unless a writing is executed by the parties to be bound thereby. Section 25. Parties Bound. This Agreement shall be binding upon and shall inure to the benefit of the heirs, personal representatives, successors and assigns of the parties. Section 26. Severability. If any provision of this Agreement should be in conflict with any public policy, statute or rule of law, or is otherwise determined to be invalid or unenforceable, then such provision shall be deemed null and void to the extent of such conflict, but without invalidating the remaining provisions. Section 27. Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the Rent herein stipulated shall be deemed to be other than on account of the earlier Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or Rent payment be deemed an accord and satisfaction. Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other remedy provided in this Agreement. Section 28. Time Periods. Time is of the essence in this Agreement. Any reference herein to time periods of less than six days shall exclude Saturdays, Sundays and legal holidays; and any time period provided for herein that ends on a Saturday, Sunday or legal holiday shall extend to 5:00 o'clock pm of the next full business day. Section 29. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals on the date stated. ATTEST: Jg/ANNETTE WILLIAMS CITY CLERK L7w-"� CITY OF SEBASTIAN, FLORIDA BOB MCPARTLAN, MAYOR Date: ,Tune 9, 2025 I APPROVED AS TO FORM AND LEGALITY: JE IF R COCKCRO C ATTORNEY TENANT: ,���/ fi"� M &3'- Sebastian Area Historical Society, Inc. Date: 06_b aoaS STATE OF FLORIDA COUNTY OF INDIAN RIVER SWORN AND SUBSCRIBED before me Qn this day of u,ne.. 2025; min person or _via electronic means; by _ TetcK crGa+J as the President of the Sebastian Area Historical Society, Inc., who is C personally known to me or produced as identification and who or did not X take an oath. NOTARY STAMP OR SEAL: Notary Public State of Florid j Cethorine E Test9 NOTARY PU E OF FLORIDA IIII My Commlaslon Mti 999905 MY COMMISSIO XPIRES ON: ZO'Z Expires 2/t 912029 rel