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HomeMy WebLinkAboutHayburn Asset Management, LLCHOME OF PELICAN ISLAND Ground Lease Agreement between THE CITY OF SEBASTIAN LANDLORD AND HAYBURN ASSET MANAGEMENT LLC TENANT GROUND LEASE AGREEMENT 605 Corporate Park Drive THIS AGREEMENT is made this 12th day ofNovember, 2025 between the CITY OF SEBASTIAN, hereinafter called ("Lessor"), and HAYBURN ASSET MANAGEMENT LLC, a corporation incorporated under the laws of the State of Florida (the "Lessee"). RECITALS Lessor owns and operates the Sebastian Municipal Airport (hereafter called "Airport"), in Indian River County, Florida; and Lessee desires to lease property at the Airport to construct aircraft storage hangars and administrative facilities. COVENANTS NOW THEREFORE, in consideration of rents, agreements and covenants hereafter set forth, the Parties agree as follows: ARTICLE I PREMISES A. LEASED PREMISES The premises leased are specifically described on Exhibit "A" attached to and made a part of this Agreement and described as 605 Corporate Park Drive, which consists of approximately 114,574 SF shall be referred to as the "Leased Premises." ARTICLE 11 TERM OF LEASE AGREEMENT A. PRIMARY TERM The term of this Lease shall be for the period commencing on the 12th day of November 2025, and ending on the 31 st day of November 2055. B. ADDITIONAL TERM Provided Lessee is in compliance with all terms and conditions of this Agreement, Lessee shall have an option to request renewal of this Agreement upon all the same terms and conditions except for rent for two (2) additional terms of ten (10) years. Each option may be exercised only if this Lease is still in full force and effect and shall not have already expired or been terminated, and only if Lessee is not, on the date of exercise, then in default of this Lease beyond any applicable cure period. This option shall be exercised by written notice to Lessor not less than one hundred twenty (120) days prior to expiration of the existing term. C. HOLDING OVER In the event Lessee shall continue to occupy the Leased Premises beyond the term of this Agreement after Lessor gives written notice to vacate, such holding over shall not constitute a renewal of this Agreement but shall be a month -to -month tenancy only. The amount of rent to be paid during this hold over period shall equal one and a half (1-1 /2) times the normal monthly rent chargeable at the termination of the Lease. 2 ARTICLE III CONSTRUCTION OF IMPROVEMENTS BY LESSEE A. Lessee shall, at its own cost and expense, construct on the Leased Premises such hangar and administrative facilities as are necessary to meet the General Provisions and Guiding Documents, as provided in City Code for Sebastian Municipal Airport, which are now in effect and as may be amended or revised from time to time (hereinafter referred to as the "Minimum Standards"). B. Lessee will not commence any construction work (including, but not limited to, mobilization, earth moving, initial construction, improvements, and alterations) until after the Lessee receives written approval of the complete plans and specifications, any site plans for proposed work, and a performance bond and/or letter of credit as referenced below. C. The Lessor reserves the right to require the Lessee to resubmit designs and plans until acceptable to the Lessor. Lessee must obtain from the Lessor prior written approval of the above items (which approval shall not be unreasonably withheld, conditioned, or delayed) in the form of a written Notice to Proceed. D. All such facilities and improvements, regardless of ownership, shall be hereinafter referred to as the "Facility." Any improvements to be placed on the Leased Premises by Lessee shall be placed or constructed only in accordance with plans and specifications which have been submitted to and approved by the City prior to commencement of placement or construction, except as provided below. E. Once construction of any improvement has been commenced on the Leased Premises, such construction shall, except for reasons beyond the control of Lessee, be completed within one hundred eighty (180) days of the date of commencement. No leaseholder improvements may be constructed or thereafter altered until the plans and specifications therefore have been approved in writing by the City, and the same shall then be constructed or altered in strict accordance therewith. Lessee shall obtain all necessary licenses, permits and required approvals to accomplish such work, and any contract or agreement for labor, services, materials or supplies to be furnished in connection with the construction or alteration of any improvement on the Leased Premises shall provide that no lien, claim or other encumbrance shall thereby be created, or arise, or be filed by anyone thereunder upon or against the Leased Premises or the Facility. F. The Lessee shall cause the Lessee's contractor to provide proof of insurance of the types and in the amounts set forth herein. The Lessor reserves the right to evaluate and approve the intended contractor or any subcontractors. G. Lessee hereby warrants to the City that all such improvements shall be free and clear of liens, claims and encumbrances, and agrees to indemnify and hold the City harmless from and against any and all losses, damages and costs, including reasonable attorney fees, with respect thereto. H. No work hereunder shall be commenced by Lessee until it has, at its sole cost and expense, provided to the City a true and correct copy of a contractors surety performance and a payment bond with Lessee named as obligee, in a form and from a company acceptable to the City, in an amount equal to the estimated cost of the improvements to be accomplished, which bond guarantees the completion of the work by Lessees contractors in accordance to the plans and specifications theretofore provided to the City and guarantee the payment by such contractors of all subcontractors charges and charges of all other persons and firms supplying services, labor, materials or supplies in connection with the work. 3 1. Within sixty (60) days after completion of construction or material modification of any improvements on the Leased Premises, Lessee shall provide to the City without charge one (1) complete CAD set of "as built" drawings of such improvements. If the Lessee fails to provide said As -Built drawings, the Lessor may hire a registered architect or engineer to provide same, and shall recover the cost of said work, plus a thirty percent (30%) overhead administrative fee, from the Lessee. Title to the improvements constructed on the Leased Premises by Lessee during the term hereof shall remain in Lessee control throughout the term, but title to the Facility and all other improvements upon the Leased Premises shall vest in the City upon the expiration of the said term, or upon the sooner termination of this Lease in accordance with the terms hereof. Lessee may install on the Leased Premises and maintain, operate, repair and replace any and all signs, trade fixtures and other personal property useful from time to time in connection with its operations hereunder provided that prior written approval of the City is obtained in each instance. All such signs, trade fixtures and other personal property which may be removed without material injury to the Leased Premises or to the Facility or other improvements shall be and remain the property of Lessee and may be removed by Lessee prior to or within thirty (30) days after termination of this Agreement; provided however that Lessee may not remove the same while in default hereunder, and that Lessee shall, at its own cost and expense, promptly repair any damage to the Leased Premises or to the Facility or other improvements caused by such removal. 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, BE AND BECOME THE PROPERTY OF THE LANDLORD and shall be left in good condition and repair, ordinary wear and damage by the elements excepted. In order to confirm sole ownership in 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. ARTICLE IV RENTALS A. RENT The net rent under this Lease for the premises is $0.36 per square foot per year or $41.246.64 per year ("Annual Rent") payable monthly in advance in the amount of $3.437.22 ("monthly payment"). Rent will be due on the first of the month, and shall be deemed to be delinquent on the 5th of the month. Lessee shall also be liable to remit as rent the applicable sales tax. Payment ofrent will commence on the first day of the first month following the completion of improvements on the premises and issuance of a Certificate of Occupancy for the constructed hangar, but not later than one hundred and eighty (180) days from the date of execution of this lease. As additional rent, Tenant shall pay to the Landlord Fuel Flowage Fees in the amount of $0.20 (ten cents) for every gallon of fuel pumped by the Tenant. Fuel Flowage fees shall be paid on the first day of the month, backed by delivery tickets. Fuel Flowage figures are subject to City audit. Additionally, Tenant shall maintain at least one certified refueling specialist to conduct daily fuel quality assurance inspections. Said specialist shall keep a daily written log of the fuel quality inspections. B. RENT ADJUSTMENTS It is understood that the agreed lease rate is contingent on approval by the Florida Department of Transportation (FDOT). In November 2026, the rent amount will increase by 3%. Another 3% increase adjustment shall be undertaken on November 2027 and every year 4 annually thereafter until the expiration date of the lease. (a) Taxes. In addition to the rental amount, the Tenant shall pay Florida sales tax and other applicable fees or taxes applicable to the ground lease that may be due and owing or assessed by the appropriate governmental entity. (b) Security Deposit. A Security Deposit equal to one (1) month's rent shall apply to the ground lease property. The Security Deposit may be forfeited, at the City's option, in the event of a breach of this Agreement that causes the City loss of rent or other expenses relating to the Tenant failing to perform its responsibilities with respect to this Agreement. (c) Option to Renew Rental Adiustment. If Lessee exercises an option to renew the lease, per Article II Sec. B, then no later than May 1, 2055, Lessor shall commission a state certified real estate appraiser to place a valuation on the Leased Premises, including all improvements. Rent shall be adjusted to an annual amount between 8% and 12% of the appraised value of all structures and improvements existing on the Premises at the commencement of the renewal term. Within sixty days after delivery to Tenant of the appraisal and new rental rate, Tenant may either accept the rent herein or give notice of its intent to terminate the lease. The rental adjustment shall continue in force for the duration of the renewal term and shall be adjusted annually in the manner set forth above. In no event, however, shall the rent decrease below $41,246.64/year. C. TIME AND PLACE OF PAYMENT All payments are to be made at the office of the Finance Director, City of Sebastian,1225 Main Street, Sebastian, FL 32958, or such other place Lessor may direct Lessee in writing. D. DELINOUENT RENT If said fees are not timely paid; Lessee shall pay a penalty of 5% of the amount due after ten (10) days;10% after fifteen (15) days, and 20% after twenty (20) days. Lessor shall charge no penalty upon that portion of any debt that is in good faith dispute. ARTICLE V PRIVILEGES A. USE 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 aircraft maintenance. inspections. storage. repairs and refurbishment. 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. Aircraft painting, other than painting small parts with aerosol paints, is strictly prohibited. Under no instances shall the hangar be used as a living quarters. The hangars and grounds shall only be used to store aircraft and essentials for regular maintenance ofTenant's aircraft and related offices to conduct business operations. Camping on the property and the outside storage of campers, RVs, non -business or non -running equipment, trailers and vehicles is prohibited. B. PROHIBITED USES The Lessee shall not use or permit the use of the Leased Premises or any part thereof for any purpose or purposes other than those set forth above. Lessee shall not commit or 5 suffer to be committed any waste in or upon the Leased Premises or maintain any public or private nuisance, nor, without limiting the generality of the foregoing, shall the Lessee use or permit the use of the Leased Premises for any improper, immoral or unlawful purposes. C. INGRESS AND EGRESS Lessee shall have at all times the full and free right of ingress and egress. Such right also extends to persons or organizations supplying materials or furnishing services to Lessee, as well as employees, customers, guests and other invitees, which includes vehicles, machinery and equipment reasonably required by such persons or organizations. Such rights will also be extended by the Lessee to adjacent properties and tenants via the proposed taxilane intended for the site, and shall remain unobstructed unless prior written approval is granted by Lessor. ARTICLE VI OBLIGATIONS OF LESSEE A. NET LEASE The use and occupancy of the Leased Premises by Lessee shall be without cost or expense to Lessor. This Lease shall be without cost to the City except for the City's obligations set forth or specifically provided elsewhere herein. The Lessee accepts the Premises in an "as is" condition other than the responsibility of the City as described herein. B. MAINTENANCE BY LESSEE Lessee shall be responsible for the following maintenance and repair to the Leased Premises: 1. All maintenance of Lessee -constructed structures, equipment, and asphalt (including aircraft movement areas. 2. Lessee will not dispose of any debris or waste materials on Airport property. 3. Lessee shall provide and maintain hand fire extinguishers for the interior of the building in accordance with applicable safety codes. 4. All landscape maintenance. The Lessor shall be the sole judge of the due maintenance undertaken by the Lessee, and may upon written notice require specific maintenance work to be completed. If such maintenance is not completed within a reasonable time period, the Lessor shall have the right to perform such due maintenance, and Lessee shall reimburse Lessor for the cost of such maintenance upon presentation of a billing. Lessee agrees that upon the expiration of the term of this Agreement or sooner termination thereof, the Leased Premises shall be delivered to Lessor in as good condition as when received, reasonable wear and tear accepted. Lessor reserves the right to make periodic inspections of the Leased Premises and improvements thereon during normal business hours. Lessee shall submit a periodic report of the condition of all improvements from an architect or engineer that is licensed to practice in the State of Florida, with experience in evaluating existing facilities and agreeable to both Lessor and Lessee. This report will include, but not be limited to, electrical, air conditioning, plumbing, roof, building structural integrity of both the interior and exterior of all facilities, and must be submitted no later than November 1" of the tenth (1 Oth) year following the lease commencement date, and every ten (10) years thereafter during the initial lease term, and prior to the acceptance of an option to renew, as well as the duration of any renewal term. 6 C. CONSTRUCTION, ALTERATIONS, REPAIRS AND ADDITIONAL CON- STRUCTION Lessee shall not erect any structures, make any improvements or modifications or undertake any other construction on the Leased Premises, nor alter, modify or make additions, improvements or repairs to or replacement of any structure existing or built, or install any fixtures (other than trade fixtures removable without permanent injury to the Leased Premises) without prior written approval of the Lessor. Development and construction will only be permitted in accordance with the guidelines presented in the approved Airport Master Plan. Before commencement of any improvements or modifications to the Leased Premises, the Lessee shall submit a written application to the City Manager, and if the City Manager requests, shall be supported by a comprehensive plans package to the City Manager. The plans for the proposed improvements or modifications to the Leased Premises shall completely describe the function and design, and shall contain the following: 1. A graphic presentation of the improvements showing exact locations of access and egress to and from the Leased Premises, facilities included and interior layouts and plans. 2. An illustration of the decor and elevation drawings of the Leased Premises including construction, furnishings and equipment. 3. Request for approval of above. 4. A schedule for completion of each phase of the improvements. Approval of Lessee Construction Applications shall not be arbitrarily or capriciously withheld, and the Lessor shall make a timely disposition of each application. The Lessor reserves the right to require the Lessee to resubmit designs and plans until acceptable to the Lessor. Lessee must obtain from the Lessor prior written approval of the above items in the form of a Notice to Proceed. Upon approval, the Lessee shall proceed with the construction, with reasonable diligence and at its sole cost and expense. The construction shall be completed according to the project schedule. Where such alterations or construction has been made, Lessee shall, within sixty (60) days following completion of the alterations, present to Lessor a complete set of "as -built" CAD drawings including, without limitation, plumbing and electrical systems. In the event Lessee makes alterations or constructs additional improvements on the Leased Premises, Lessee may enjoy the use of such improvements during the term of this Agreement without the payment of additional rent. D. UTILITIES The Lessee shall be responsible for all costs of electricity, lights, heat, phone, internet, or any other utility or service consumed in connection with the leased premises, including construction and installation. Utility charges shall be charged by the appropriate agency to Lessee by separate meter(s). The Lessor shall have no liability for the failure to procure, or the interruption of, any such services or utilities. E. TRASH AND GARBAGE REMOVAL Lessee shall maintain the Leased Premises including all improvements at all times in a safe, neat and sightly condition and shall not permit the accumulation of any trash, ashes, or debris on the Leased Premises, and shall remove such debris to a disposal site off the Airport property. Lessee shall provide a complete and proper arrangement for the adequate 7 sanitary handling and disposal, away from the Airport, of all trash, garbage and other refuse caused from its operation. Lessee shall provide and use suitable -covered metal receptacles in an area designated by Lessor for all such garbage, trash and other refuse. Piling of boxes, cartons, barrels, or other similar items in an unsightly or unsafe manner on or about the Leased Premises shall not be permitted. F. SIGNS No signs shall be erected or maintained by Lessee except according to the Lessor's requirements for location and use of signs on Airport property. Before erection, Lessee must obtain written approval from Lessor. G. NONDISCRIMINATION The Lessee for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration thereof, does hereby covenant and agree that (1) no person on the grounds of race, creed, color, national origin, sex, age, or disability shall be excluded from participation in, denied the benefits of or be otherwise subjected to discrimination in the use of said facilities; (2) that in the construction of any improvements on, over or under such land and the fin-nishing of services therein, no person on the grounds of race, creed, color, national origin, sex, age, or disability shall be excluded from participation in, denied the benefits of or otherwise be subjected to discrimination; (3) that the Lessee shall use the Leased 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, Non - Discrimination in Federally -assisted programs of the Department of Transportation -Effectuation of Title VI of the Civil Rights Act of 1964 and as said Regulations may be amended. The Lessee agrees to furnish service on a fair, equal, and nondiscriminatory basis to all users thereof and to charge fair, reasonable, and not unjustly discriminatory prices for each unit or service, provided that the Lessee may be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar types of price reductions to volume purchasers. H. HANDLING AND STORAGE OF PETROLEUM PRODUCTS AND OTHER MATERIAL BY LESSEE Lessee shall handle, use, store and dispose of fuel petroleum products, and all other materials (including but not limited to hazardous materials) owned or used by it on the Airport in accordance with all applicable federal, state, local and Lessor statutes, regulations, rules and ordinances. No waste or disposable materials shall be released on the ground or in the stormwater systems. Should such materials be spilled or escape from storage or in any way contaminate the Airport or property adjacent to the Airport through activities of the Lessee, the Lessee shall be responsible for the clean up, containment and otherwise abatement of such contamination at Lessee's sole cost and expense. Further, Lessee shall notify the Lessor and appropriate governmental agency of such occurrence immediately. Should the Lessee fail to do so, the Lessor may take any reasonable and appropriate action in the Lessee's stead. The cost of such remedial action by the Lessor shall be paid by the Lessee. I. NO -LIEN ARTICLE Lessee shall keep the Leased Premises free from all liens, including, but not limited to, mechanic's liens arising from any alteration or construction work performed or labor or materials supplied to the Leased Premises. Any construction work on the Leased Premises authorized by the Lessee shall be performed pursuant to a "no -lien" contract and Lessee shall make certain that the Florida Statutes relating to the "no -lien" contracts are complied within every particular. If any mechanics, laborers or materialmen's lien shall at any time be filed against the Leased Premises or any part thereof, which lien is not the result of Lessor's actions, Lessee shall cause the same to be discharged either by record, by payment, deposit, bond, order of a court of competent jurisdiction or 8 otherwise. If Lessee fails to cause such liens to be discharged by payment or through appropriate bond within thirty (30) days, then such failure shall be deemed a default in the performance of this Agreement. Nothing in this Lease shall be deemed or construed in any way as constituting the consent or request of the Lessor, express or implied by inference or otherwise, to any contractor, subcontractor, laborer or materialmen for the performance of any labor or the furnishing or any materials for any specific improvement, alteration to or repair of the Leased Premises or any part of the Leased Premises. J. INDEMNITY AND INSURANCE BY LESSEE Lessee further covenants and agrees that Lessee shall indemnify and save forever harmless the Lessor from any and all claims for damages of any kind or nature which may hereafter be made against Lessor on account of any personal injuries (including wrongful death) or property damage resulting from the use of the Leased premises, and for his purpose Lessee shall procure and maintain in effect for the term of this Agreement, with insurance carriers acceptable to Lessor, Workers Compensation Insurance as required by the statutes of the State of Florida, or adequate Employee's Liability Insurance; Public Liability; Property Damage covering all of Lessee's activities and the Leased Premises at the Airport. The policy limits will be as set forth in the Principal Guiding Documents for Sebastian Municipal Airport. The Lessee shall maintain such insurance with insurance underwriters authorized to do business in the State of Florida satisfactory to the Lessor. Coverage is to be written on the broadest liability form including but not limited to products liability, hangarkeeper's liability, blanket contractual, independent contractors and aviation non -ownership. All policies shall include the Lessor as an additional insured as its interests appear. Lessee shall furnish Lessor with a Certificate of Insurance from the Lessee's carrier indicating that there is such insurance coverage as hereinbefore provided, and if requested by the Lessor, shall submit to the Lessor, a true copy of the above insurance coverage. Said Certificate of Insurance shall provide that the policy or policies cannot be canceled or materially modified except upon thirty (30) days advance written notice by registered or certified mail to the Lessor. The dollar amount of liability insurance coverage shall be reviewed on a periodic basis and modified, if necessary, based upon escalating costs and limits for the uses as provided in this Agreement as compared to similar airports. K. LIABILITY INSURANCE The Lessee shall provide and keep in force, at its own expense, during the term of this Lease, comprehensive public liability 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 - $1,000,000 Combined Single Limits. (b) For Aircraft Fueling Operations (if applicable) - 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 $1,000,000 Combined Single Limit for Bodily Injury and Property Damage. (e) Automobile Liability Insurance - Tenant, its employees, Sub -Tenants, agents or contractors operating one or more motor vehicles on the City's premises in the performance of their work shall purchase and maintain Automobile Liability Insurance with policy limits of not less than $300,000 Combined Single Limit. In addition, Tenant, its employees, Sub -Tenants, agents or contractors having unescorted access to the AOA 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. (d) Builder's Risk - during any of Tenants construction on a leased site, the Tenant, its employees, F 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 of the Tenant, its employees, Sub -Tenants, agents or contractors. L. PROPERTY, FIRE AND EXTENDED COVERAGE INSURANCE The Landlord shall have no obligation to keep the leased premises or its 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 ofinsurance 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 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 days of notice of the same. M. COMPLIANCE WITH LAW, RULES AND REGULATIONS Lessee shall, at its sole expense, observe and comply with the statutes, rules and regulations of all governmental authorities applicable to the conduct of Lessee's business, as well as all rules, ordinances, and regulations of the Lessor not inconsistent with the provisions of this Agreement, including but not limited to the Principal Guiding Documents for Sebastian Municipal Airport. These include: General. Provisions Rules & Regulations Minimum Standards Development Guidelines Any penalties and costs levied as a result of the Lessee's breach of any of the above shall be borne by Lessee. N. BUSINESS LICENSES AND PERMITS The Lessee shall have and maintain in current status all federal, state, and local licenses and permits required for the operation of the business conducted by the Lessee. ARTICLE VII OBLIGATIONS OF LESSOR A. OPERATION AS A PUBLIC AIRPORT Lessor covenants and agrees that at all times it will operate and maintain the Airport as a public airport consistent with and pursuant to the Sponsor's Assurances given by Lessor to the United States Government under the Federal Airport Act. B. ENTRY AND INSPECTION Lessor shall have the right to enter upon and inspect the Leased Premises at any reasonable time during the term hereof for any purpose necessary, incidental to or connected with the performance of its obligations hereunder or in the exercise of its governmental functions and, upon reasonable notice to Lessee. The Lessor shall not, during the course of any such inspection, unreasonably interfere with the Lessee's use and enjoyment of the Leased Premises. ARTICLE VIII DAMAGE OR DESTRUCTION OF PREMISES 10 In the event the leased premises are destroyed or damaged by fire or other casualty, the Lessee agrees that it shall cause said premises and/or other improvements to be replaced or said damage to be repaired as rapidly as practical. In the event the Lessee elects NOT to repair and/or replace the leased premises, the Lessor shall have claim to any insurance proceeds paid to the Lessee on account of such damage and/or destruction. In such instance, the Lessee will also be responsible for reimbursing the City any insurance deductibles or costs the City may have incurred as a result of the removal of the facility. ARTICLE IX TERMINATION OF AGREEMENT, ASSIGNMENT AND TRANSFERS A. TERMINATION This Agreement shall terminate without action by either party at the end of the initial term or any renewal term. B. TERMINATION BY LESSEE Lessee may terminate this Agreement after the happening of one or more of the following events: 1. The default by Lessor in the performance of any covenant or agreement herein required to be performed by Lessor and the failure of Lessor to remedy such default for a period of sixty (60) days after receipt from Lessee or written notice to remedy the same. C. EXERCISING LESSEE'S RIGHTS OF TERMINATION Lessee may exercise such right of termination by -written notice to Lessor at any time after the occurrence of any such events and the Agreement shall terminate as of the date notice is received by the Lessor. shall: D. TERMINATION BY LESSOR Lessor may terminate this Agreement in the event Lessee 1. Be in arrears in the payment of the whole or any part of the rent or other payments required for a period of thirty (30) days after the time such payments become due; 2. Make a general assignment for the benefit of creditors; 3. Filing a voluntary or involuntary petition in bankruptcy; 4. Abandon the Leased Premises; 5. Default in the performance of any of the covenants, agreements and conditions required herein (except rental payments) to be kept and performed by Lessee, and such default continues for a period of thirty (30) days after receipt of written notice from Lessor of said default; 6. Appointment of receiver for Lessee; 7. Violation of Lessor rules and regulations not inconsistent with the provisions of this lease, including those set forth by the Principal Guiding Documents for Sebastian Municipal Airport, and such default continues for a period of thirty (30) days after receipt of written notice from Lessor of said default. 11 E. WAIVER OF STATUTORY NOTICE TO QUIT In the event Lessor exercises its option to terminate this Agreement upon the happening of any of the events set forth in Section D of this Article (Termination by Lessor), a notice of termination shall be sufficient to terminate this agreement. Upon such termination, Lessee agrees that it will forthwith surrender up possession of the Leased Premises to Lessor. In this connection, Lessee expressly waives the receipt of any notice to quit or notice of termination which would otherwise be given by Lessor. F. SUBLETTING AND ASSIGNMENT Except for the storage of aircraft, Lessee may not rent or sublease the Leased Premises without the prior written consent of the Lessor. Lessee may, with the prior written consent of Lessor, assign this Agreement; in such event, Lessee shall remain liable to Lessor for the remainder of the term of the Agreement to pay to Lessor any portion of the rental and fees not paid by the assignee when due. The assignee shall not assign the Agreement except with the prior written consent of the Lessor, and any assignment by the Lessee shall contain a provision to this effect. Further, any assignee of the lease shall be bound by the terms and conditions of this Agreement, including end dates and renewals. ARTICLE X RIGHTS UPON TERMINATION A. LEASED PREMISES It is the intent of this Agreement that the Leased Premises shall be and remain the property of Lessor during the entire term of this Lease and thereafter. B. REMOVAL OF PERSONAL PROPERTY Upon the expiration or termination of this lease the buildings and improvements shall revert, free and clear of any mortgage or lien, to Lessor. At the termination of the Lease for any reason, after payment of all rents and charges, Lessee shall have the right, within thirty (30) days thereafter to remove any of its fixtures, furniture, machinery, equipment and signs installed on the Leased Premises by Lessee, but shall repair at its own expense all damage caused by such removal. Any such personal property not removed by Lessee within such time shall become the property of the Lessor. C. LANDLORD LIEN If the Lessee has not fully paid all the rents and charges pursuant to this Agreement, then the Lessor shall be entitled to a landlord lien for the purpose of securing the payment of all rents and charges. Lessor shall have the right to liquidation of such personal property to satisfy any obligations of the Lessee and the costs incurred to perfect this landlord lien. Any excess funds from this liquidation shall be turned over to the Lessee. ARTICLE XI GENERAL PROVISIONS A. LESSOR'S RESERVED RIGHTS 1. Lessor at its sole discretion reserves the right to further develop or improve the Airport as it sees fit and to take any action it considers necessary to protect the aerial approaches of the Airport against obstructions, together with the right to prevent Lessee from erecting or permitting to be erected, any building or other structure on the Airport which, in the opinion of Lessor would limit the usefulness of the Airport or constitute a hazard to aircraft. 12 2. This Agreement shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States, relative to the operation or maintenance of the Airport, the terms and execution of which have been or may be required as a condition precedent to the expenditure or reimbursement to Lessor for federal funds for the development of the Airport. B. NON-INTERFERENCE WITH OPERATION OF AIRPORT Lessee by accepting this Agreement expressly agrees for itself, its successors and assigns that it will not make use of the Leased Premises in any manner which might interfere with the landing and taking off of aircraft at the Airport or otherwise constitute a hazard. In the event this covenant is breached, the Lessor reserves the right to enter upon the Leased Premises and cause the abatement of such interference at the expense of Lessee. Lessor shall maintain and keep in repair the landing area of the Airport, and shall have the right to direct and control all activities of the Lessee in this regard. C. NON-EXCLUSIVE RIGHT Nothing contained in this Agreement shall be construed to grant or authorize the granting of an exclusive right to provide aeronautical services to the public as prohibited by section 308 (a) of the Federal Aviation Act of 1958, as amended, and the Lessor reserves the right to grant to others the privilege and right of conducting any or all activities of an aeronautical nature. D. WAIVERS: ATTORNEY'S FEES/JURY TRIALNENUE It is mutually agreed by and between Lessee and Lessor that each of the Parties do hereby waive trial by jury in any action, proceeding or claim which may be brought by either of the parties hereto against the other on any matters concerning or arising out of this Agreement. Venue of all actions shall be Indian River County, Florida. In any such action each party shall pay their own attorney's fees, including those incurred in appellate proceedings. E. TAXES, LICENSES AND PERMITS Lessee shall pay all personal property taxes and all ad valorem taxes (if applicable), assessments or any other governmental charge levied or assessed against the leased premises (including the Lessee's leasehold) by the appropriate governmental authorities which may be assessed against equipment, merchandise, or other personal property belonging to the Lessee located on the Leased Premises, or other permitted portions of the Airport. In the event any real estate taxes are assessed against the land or improvements on the Leased Premises during the term of this Agreement, such taxes shall be paid by Lessee. Lessee shall obtain and pay for all licenses, permits, fees, or other authorization or charges as required under federal, state or local laws and regulations insofar as they are necessary to comply with the requirements of this Agreement and the privileges extended hereunder. All shall be paid by the Tenant on a timely basis and receipts therefore shall be provided to the Landlord upon request. F. PARAGRAPH HEADINGS The paragraph headings are for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. G. NOTICE Whenever any notice is required by this Agreement to be made, given or transmitted to the parties, such notice shall be served by Certified or Registered Mail with return receipt, addressed to: Airport Director, Sebastian Municipal Airport 1225 Main St. Sebastian, FL 32958 and notices, consents and approvals to Lessee addressed to: 13 Hayburn Asset Management LLC 200 Airport Drive East Sebastian, FL 32958 or such other addresses as the parties may designate to each other in writing. H. FLORIDA LAW This Agreement shall be interpreted in accordance with the laws of the State of Florida. I. SUCCESSORS AND ASSIGNS All of the terms, covenants and agreements herein contained shall be binding upon and shall inure to the benefit of the successors and assigns of the parties. ARTICLE XII ENVIRONMENTAL MATTERS A. STORAGE TANKS 1. Lessee agrees to comply with all applicable federal, state and local government regulations regarding above and underground storage tanks effective on the date of execution of this Agreement and as hereafter may be enacted or amended. Specifically, Lessee agrees that all regulated above or underground storage tanks owned or operated by it and located on the premises or which might discharge on or under the premises, shall be registered with the appropriate federal, state and local authorities; shall be constructed of approved materials; shall, if existing, be appropriately retrofitted pursuant to current federal, state and local requirements; shall have an approved method of leak detection; and shall be made available for compliance inspection at all times during normal business hours. ("Approved" for purposes of this provision shall mean "determined to meet applicable federal and state environmental regulatory requirements.") Further, Lessee agrees to properly record, maintain and reconcile all inventory records required by appropriate federal, state and local regulations and to make such records available for inspection at the Premises at all times during normal business hours. 2. Lessee shall comply with the financial responsibility requirements set forth in 40 U.S.C. S280 by obtaining at least one million dollars ($1,000,000.00) of third -party liability insurance and one million dollars ($1,000,000.00) of restoration (cleanup) insurance as coverage for all petroleum storage tank activities conducted by Lessee on or adjacent to the Premises. Such insurance must be maintained in effect during the entirety of the term of this Agreement and proof of such insurance must be provided to Lessor prior to the operation or installation of any regulated above or underground petroleum storage tanks on the Premise. This insurance requirement may be satisfied by qualification for and compliance with the Florida Petroleum Liability Insurance and Restoration Program as established by Section 376.3072. Florida Statutes. B. INDEMNIFICATION Lessee agrees to indemnify and hold the City, and the members, officers, employees and 14 agents of each, harmless from and against all liabilities, claims, judgment, costs, damages, fines penalties and expenses, including those which arise as the result of administrative action, which may accrue against, be charged to or recovered from the foregoing by reason or on account of damages to or destruction of the property of the City, or the property of, injury to or death of any person, resulting or arising from Lessee's use, occupancy, operation or maintenance of the Leased Premises, including the work, acts or omissions of its officers, agents, employees, contractors, subcontractors, operators and sublessees, except when proximately caused by the City's negligence or by the joint negligence of the City and any person other than Lessee, its officers, agents, employees, contractors, subcontractors, operators or sublessees. City will refer to Lessee, promptly upon notice thereof, any claim made or suit instituted against it which, in any way, affects Lessee or its insurer, and Lessee or its insurer shall have the right to compromise and defend the same to the extent of its interest. Lessee shall pay all attorneys' fees and costs incurred by the City in its defense of any such action and in the recovery of all amounts owed by Lessee to the City under this Agreement. Any final judgment rendered against the City for any cause for which Lessee is liable hereunder shall be conclusive against Lessee as to liability and amount. C. HAZARDOUS MATERIALS COVENANTS Lessee hereby represents and warrants to and for the benefit of the City that the Premises will not be used or operated in any manner that will result in the storage use, treatment, manufacture or disposal of any Hazardous Materials (hereinafter defined) upon the Premises or any portion thereof or which will result in Hazardous Materials Contamination (hereinafter defined). For purposes hereof the term "Hazardous Materials" shall mean and refer to (i) any "hazardous waste" as defined by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. S6901 et sm.), as amended from time to time, and regulations promulgated thereunder, (ii) any "hazardous substance" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 24, S6901, et seq.) ("CERCLA"), as amended from time to time, and regulations promulgated thereunder; (iii) asbestos (iv) polychlorinated biphenyls; (v) urea formaldehyde: (vi) any substance the presence of which on the Premises is prohibited by any applicable environmental laws or regulations ("Laws") or by any other legal requirements affecting the Premises; (viii) petroleum -based materials (with the exception of tires affixed to vehicles); and (viii) any other substance which is defined as hazardous, toxic, infectious or radioactive by any laws or by any other legal requirements affecting the Premises. The term "Hazardous Materials Contamination" shall mean and refer to the contamination of the Premises, soil, surface water, ground water, air, or other elements on, or of, the buildings, facilities, soil, surface water, ground water, air, or other elements on, or of, any other property as a result of Hazardous Materials at any time emanating from the Premises. In addition to and without limiting the generality of any other provisions of this Lease, Lessee shall and hereby does indemnify and hold the City harmless from and against any and all losses, damages, expenses, fees, claims, demands causes of action, judgments, costs, fines penalties and liabilities, including, but not limited to, attorneys' fees and costs of litigation, and costs and expenses of response, remedial and corrective work and other cleanup activities, arising out of or in any manner connected with (i) the "release" or "threatened release" (as those terms are defined in the federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and the rules and regulations promulgated thereunder, as from 15 time to time amended) by Lessee or Lessee's employees, agents, delegees, invitees, licensees, concessionaires, contractors or representatives, of any Hazardous Materials, or (ii) any occurrence of Hazardous Materials Contamination affecting the Premises. The provisions of this Section shall survive any acquisition of the Premises by the City, and such provisions shall remain in full force and effect as long as the possibility exists that the City may suffer or incur any such losses, damages, expenses, fees, claims, demands, causes of action, judgments, costs and liabilities. 16 IN WITNESS WHEREOF, the Parties have executed this agreement at Sebastian, Florida, on this 12th day of November, 2025. ATTEST: Jeanette Wi MC City Clerk Approved as to form and legality: 1 eckcreft,Qty-Attomey James D. Stokes, Interim City Attorney ATTEST: State of: F1D ri & County of- Tip; an 4 ,\.cY CITY OF SEBASTIAN, FLORIDA By: Mayor, City of Sebastian LESSEE Haybum Asset Management LLC �"O Hayburn Asset Management LLC The foregoing instrument was acknowledged before me on this 30 day of i C� D C 2025, by Cm 1h flr. as the (F P� of Hayburn Asset Management LLC, either in person ✓ or via electronic means_. He/She is personally known to me, or has produced his/her driver's license, or his/her f__ as identification, and did _ or did not '✓ take an oath. NOTARY SEAL: MY COMMISSION EXPIRES 6-15.2029 SCHEDULE "A" of Land Lease Agreement between THE CITY OF SEBASTIAN LANDLORD RAYBURN ASSET MANAGEMENT LLC TENANT Concerning Construction Improvement and use of Storage Hangars on Sebastian Municipal Airport property located at 605 Corporate Park Drive, Sebastian, FL 32958 The City of Sebastian (Landlord) shall lease to (tenant) a parcel of land for the private construction of Aircraft Hangars at the Sebastian Municipal Airport. This parcel consists of a plot containing 114,574 SF (more or less) of airside land located at the Sebastian Municipal Airport. This Parcel is defined by the following boundary survey: LEGAL DESCRIPTION A PARCEL OF LAND LYING IN A PORTION OF SECTIONS 22 AND 29 OF THE FLEMING GRANT IN TOWNSHIP 31 SOUTH, RANGE 38 EAST AND WITHIN THE BOUNDARY OF SEBASTIAN MUNICIPAL AIRPORT PROPERTY, BEING, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST WESTERLY CORNER OF SAID SECTION 29; THENCE SOUTH 44°31'14" EAST ALONG THE SOUTHWESTERLY LINE OF SAID SECTION 29 A DISTANCE OF 900.48 FEET TO AN INTERSECTION WITH THE EAST RIGHT OF WAY LINE OF ROSELAND ROAD AS SHOWN ON FLORIDA DEPARTMENT OF TRANSPORTATION RIGHT OF WAY FOR STATE ROAD S-505, SECTION 88602-2601; THENCE NORTH 04047'41" WEST ALONG SAID EAST RIGHT OF WAY LINE A DISTANCE OF 2,387.93 FEET TO AN INTERSECTION WITH THE SOUTH LINE OF WEST AIRPORT DRIVE AS DEPICTED ON A SKETCH OF INFORMATION PREPARED BY MASTELLER, MOLER & REED FOR THE CITY OF SEBASTIAN MUNICIPAL AIRPORT PROJECT #95-4277, DATED SEPT, 2000; THENCE ALONG SAID SOUTH RIGHT OF WAY THE FOLLOWING CALLS: THENCE NORTH 85°20'01" EAST A DISTANCE OF 161.20 FEET; THENCE NORTH 78024'31" EAST A DISTANCE OF 339.71 FEET; THENCE 18 NORTH 89056'32" EAST A DISTANCE OF 144.95 FEET TO AN INTERSECTION WITH THE WEST RIGHT OF WAY LINE OF SAID WEST AIRPORT DRIVE; THENCE, LEAVING SAID SOUTH RIGHT OF WAY, PROCEED SOUTH 00°03'28" EAST ALONG SAID WEST RIGHT OF WAY A DISTANCE OF 320.92 FEET; THENCE NORTH 89050'46" EAST A DISTANCE OF 100.00 FEET TO AN INTERSECTION WITH THE EAST RIGHT OF WAY LINE OF SAID WEST AIRPORT DRIVE AND THE POINT OF BEGINNING; THENCE CONTINUE NORTH 89050'46" EAST A DISTANCE OF 252.67 FEET; THENCE NORTH 00°41'27" WEST A DISTANCE OF 282.82 FEET; THENCE NORTH 85°09'02" EAST A DISTANCE OF 176.22 FEET TO A POINT, SAID POINT BEING 75.00 FEET SOUTHWESTERLY OF, AS MEASURED PERPENDICULAR TO, THE CENTER LINE OF AN AIRPORT TAXIWAY; THENCE NORTH 87030'08" EAST A DISTANCE OF 155.14 FEET TO A POINT, SAID POINT BEING 80.00 FEET NORTHEASTERLY OF, AS MEASURED PERPENDICULAR TO, THE SAID CENTER LINE OF AN AIRPORT TAXIWAY; THENCE NORTH 00'01'45" WEST A DISTANCE OF 66.14 FEET; THENCE NORTH 89°57'45" WEST A DISTANCE OF 497.10 FEET; THENCE SOUTH 45°09'53" WEST A DISTANCE OF 117.04 FEET TO AN INTERSECTION WITH THE SAID EAST RIGHT OF WAY LINE OF SAID WEST AIRPORT DRIVE; THENCE SOUTH 00003'28" EAST ALONG SAID EAST RIGHT OF WAY A DISTANCE OF 289.08 FEET TO THE POINT OF BEGINNING. CONTAINING 1143,573.8 SQUARE FEET OR 2.6303 ACRES, MORE OR LESS. The Land Lease Term, Deposit and Rent shall be at a rate as described in Articles 2-4 of the Land Lease Agreement. The lease rate is contingent upon FDOT and FAA approval of the per square foot lease rate. 19 Map of Survey Performed For _ -E Cox I.L., file Sebasfran Airport rJ s I I Rli I t o SUSZcr PA = t ,k / yi I / / h I 1 raw Cr .,' I I` I � � lsrsoArr Pufr ww •'.{r zl 1 I I saariti .n tf } I 1 POINT of or vtrlt. , A r.•m Cr LMO two n • AW004 OF arwn » Iwo n W nrt nVAM w,r w 1000AW r MMC 1 I 4ANX @ AE"'s rAPO OrpW K 115040.rr W SIMASMr a..*PAL AdOOMt WM"rK tw¢ kOW rAAwcaMtrMCOMICID l CP COWWW0.f AT K .lose .pRftr L1i.R4 Or SAo ttC%W n 09M scan 449rie rAst Ataf OW \ 1 1 JOWM.Cl lMt P Lt9 N[Ta M L parY� Q rlD if r}{r la lY NRfttClla MPI .{ W! 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