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HomeMy WebLinkAboutR-89-43 RESOLUTION NO. R-89-43 A RESOLUTION OF THE CITY OF SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA, AUTHORIZING THE MAYOR TO EXECUTE, ON BEHALF OF THE CITY, AN ASSIGNMENT OF LEASE AGREEMENT WITH THE FELLSMERE VOLUNTEER AMBULANCE SQUAD, INC., A FLORIDA NOT-FOR-PROFIT CORPORATION, AND INDIAN RIVER COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA, FOR THE USE OF CERTAIN REAL PROPERTY LOCATED AT 1111 MAIN STREET, SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA, FOR PUBLIC SAFETY PURPOSES OF DIRECT BENEFIT TO THE CITIZENS OF THE CITY; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sebastian is the owner of certain real property located at 1111 Main Street in the City of Sebastian, Indian River County, Florida; and WHEREAS, such real property has previously been leased to Fellsmere Volunteer Ambulance Squad, Inc., a Florida not-for- profit corporation, for use as an ambulance dispatch and staging facility pursuant to the certain Lease Agreement entered into by and between the City of Sebastian and the Fellsmere Volunteer Ambulance Squad, Inc. dated September 14, 1988; and WHEREAS, the Feilsmere Volunteer Ambulance Squad, Inc., desires to assign the aforementioned Lease Agreement to Indian River County, a political subdivision of the State of Florida; and WHEREAS, Indian River County desires to accept assignment of the aforementioned Lease Agreement from Fellsmere Volunteer Ambulance Squad, Inc., sub3ect to the approval of the City of Sebastian; and WHEREAS, the City of Sebastian has determined that it is in the best interest of the City to approve the assignment of the aforementioned Lease Agreement by Fellsmere Volunteer Ambulance 1 Squad, Inc. to Indian River County; and WHEREAS, each member of the City Council of the City of Sebastian has reviewed the proposed Assignment of Lease Agreement that was provided to the City Council prior to the City Council meeting that this Resolution was considered for adoption. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA, that: SECTION 1. The Mayor of the City of Sebastian, Indian River County, Florida, is hereby authorized to execute, on behalf of the City, the Assignment of Lease Agreement by and between Fellsmere Volunteer Ambulance Squad, Inc., a Florida not-for- profit corporation, Indian River County, a political subdivision of the State of Florida, and the City of Sebastian with respect to the existing Lease Agreement entered into by and between the City and Fellsmere Volunteer Ambulance Squad on September 14, 1988 for the property located at 1111 Main Street, Sebastian, Indian River County, Florida, which was presented to the City Council for its consideration at the City Council meeting held on July 26, 1989. SECTION 2. This Resolution shall take effect immediately upon its adoption. 2 The foregoing Resolution was moved for adoption by Councilman Frank 0berbeck by Councilman Robert McCarthy vote, the vote was as follows: Mayor Richard B. Votapka Vice-Mayor Robert McCarthy Councilman Robert L. McCollUm Councilman Frank Oberbeck Councilman Lloyd Rondeau The motion was seconded and, upon being put to a Aye Aye Aye Aye Aye The Mayor thereupon declared this Resolution duly passed and adopted this 26th day of July , 1989. CITY ~,~. ~BAS~N, .. ATTEST: ~_,.a-/%~O'Halloran, CMC/AAE C!~y Clerk .... (_SEAL'.') Appr~/9~ as to Form and Content: / Charles Ian Nash, City Attorney Richard B. Votapka, Mayor 3 ASSIGNMENT OF T~AS~ AGR~EMENT THIS ASSIGNMENT made on this ~ day of J~.~ , 1989, by and between FELLSMERE VOLUNTEER AMBULANCE SQUAD, INC., a Florida Not-For-Profit corporation, hereinafter referred to as the "Assignor", INDIAN RIVER COUNTY, a political subdivision of the State of Florida, hereinafter referred to as ,'Assignee", and the CITY OF SEBASTIAN, a municipal corporation of Indian River county, Florida, hereinafter referred to as the "Landlord". WHEREAS, the Assignor and the Landlord are currently parties to the certain Lease Agreement entered into between them dated September 14, 1988, a copy of.which is identified as Exhibit "A" attached hereto and by this reference incorporated herein; and WHEREAS, the Assignor desires to transfer all of its rights and obligations pursuant to the Lease Agreement identified on Exhibit A to the Assignee; and WHEREAS, the Assignee is willing to accept assignment of the Lease Agreement identified on Exhibit A subject to the terms and conditions contained therein, and to accept the duties and obligations which, prior to this Assignment, have been carried out by the Assignor; and WHEREAS, the Landlord hereby agrees to the assignment of the Lease Agreement identified on Exhibit A pursuant to Subparagraph 9(b) therein. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and other good and valuable consideration~ the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: T 1. AssignmeD~, The Assignor hereby assigns all of its rights and interests in the Lease Agreement identified on Exhibit A to the Assignor. 2. Acceptanc~ o~_Assi~nment. The Assignee hereby accepts this Assignment and hereby assumes the performance of all of the terms, covenants, conditions and obligations of the Assignor pursuant to the Lease Agreement herein assigned, and agrees to pay the rent provided for in the Lease Agreement, as well as truly perform all terms, covenants and conditions of the Lease Agreement herein assigned as if the Assignee had signed the original Lease Agreement as the Tenant named therein. 3. ~. This Assignment and the Assignee's obligations hereunder are contingent upon the Landlord signing this Assignment whereby the Landlord consents to this Assignment. 4. Consent to Assiqnment. The Landlord hereby consents to this Assignment of the Lease Agreement identified on Exhibit A hereto, in consideration of the assumption by the Assignee of the performance of all terms, covenants, obligations and conditions of the Lease Agreement herein assigned. Provided, however, that this consent by the Landlord shall not operate as a consent to any future assignment or subletting by the Assignee pursuant to the Lease Agreement without the prior written consent of the Landlord. 5. Savinqs Clause. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 6. IDterpretation of A~reement. This Agreement shall be construed, governed and enforced in accordance with and by the laws of the State of Florida, and venue for its enforcement shall be Indian River county, Florida. 7. Bindin~ Effect. All of the terms, covenants, warranties and representations contained herein shall be binding upon the parties, their heirs, successors and assigns. 8. Notice. All notices or communications required or permitted hereunder shall be in writing and shall be deemed to be delivered when personally served upon the person to receive it or three (3) days after deposited in the United States Mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the parties at the following addresses or at such other address as may have been heretofore specified by written notice delivered in accordance thereof: To cityi Robert S. McClary, City Manager City of Sebastian Post Office Box 780127 Sebastian, Florida 32978 With Copy to: Charles Ian Nash, City Attorney FRESE, FALLACE, NASH & TORPY, P.A. 930 S. Harbor City Blvd., Ste. 505 Melbourne, FL 32901 To..Fellsm~re Volunteer Ambulance Sguad. Inc. : Attn: President P.O. Box 525 Fellsmere, Florida 32948 To Indian Biver County: Indian River gouoty Attn: Doug wright 184'0 25t~'~t. Vero Beach, Fi. 32960 7. Entire and Sole Agreement. Except as specifically stated herein, this Agreement constitutes the entire agreement between the parties and supercedes all agreements, representations, warranties, statements, promises and understandings not specifically set forth in this Agreement or in the documents delivered in connection herewith. Neither party has in any way relief, nor shall in any way rely, upon any oral or written agreements, representations, warranties, statements, promises or understandings not specifically set forth in this Agreement or in such documents. 8. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. 9. ~. Neither this Agreement.nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 107 Heading. The headings in this Agreement are for 4 purposes of reference only and shall not limit or otherwise affect the meaning hereof. IN WITNESS WHEREOF, the parties hereto have caused this Assignment of Lease Agreement to be executed in their names, and their corporate seals to be hereunto affixed by their officers thereunto duly authorized on the day and year set forth in the notary clauses below. ATTEST: Kathr~n M. O'Halloran, CMC/AAE City Clerk (City Seal} Approved ~9_to Form and Content: / Charle~Ian'NaSh, city Atto~"hey CITY OF SEBASTIAN R~cHard B. Votapka, Mayor ATTEST: / , ~cretary or Treasurer (Corporate Seal) INDIAN RIVER COUNTY ATTEST: (Corporate Seal) STATE OF FLORIDA ) cOUNTY OF INDIAN RIVER) I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared Richard B. Votapka and Kathryn M. O'Halloran, personally known to me to be the Mayor and City Clerk, respectively of the City of Sebastian, Florida, a Florida municipal corporation, and that they severally acknowledged before me that they executed the foregoing Agreement for the purposes therein expressed, under authority duly vested in them by said municipal body, and that seal affixed thereto is the true corporate seal of the City of Sebastian, Florida. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at Sebastian, Indian River County, Florida, this ~ day of _3~y , 1989. NOTARY P~BLIC, ' State of Florida at Large My Commission Expires: ~ Hotary Public, State of Florl8cl My Commission E;:i'~ir~; Gcc. 10, 1992 6 STATE OF FLORIDA ) COUNTY OF INDIAN RIVER) I HEREBY CERTIFY that on this day, before an officer duly authorized in the state and County aforesaid to take ~gknowledgmen~s, personally appeared ~y,b ~.--* C~Da~ and ~774ff~6 ~¢~f, personally known to me to be the President and Secretary or Treasurer, respectively of the Fellsmere Volunteer Ambulance Squad, Inc., a Florida not-for-profit corporation, and that they severally acknowledged before me that they executed the foregoing Agreement for the purposes therein expressed, under authority duly vested in them by said corporate body, and that seal affixed hereto is the true corporate seal of said corporation. IN WITNESS WHEREOF, i have hereunto set my hand and affixed my official seal at Sebastian, Indian River County, Florida, this ~day of /~ , 1989. NOTARY PUBLIC, State of Florida at Large My Commission Expires: ~otary Pub~; State of Florida at Large My Commission Expires February 18. 1991 Bonded thru Agent'~ Notary Brokerage STATE OF FLORIDA ) COUNTY OF INDIAN RIVER) I HEREBY CERTIFY that on this day, before an officer duly authorized in the State and County aforesaid .to take aqknowledg~e~ts, personally appeared ~V ~6~Z~ and d~P~E~.,~~ , personally known to' ~ to be the ~ and ' / ~~ , respectively of Indian River County, a political-S~bdivisi°n of the State of Florida, and that they severally acknowledged before me that they executed the foregoing Agreement for the purposes therein expressed, under authority duly vested in them by said governing body, and that seal affixed hereto is the true seal of said governing body. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at Indian River County, Florida, this ~ day of ~"~_.~. _~, 1989. State~f Florida at Large My Commission Expires: NOTARY PUBLIC STATE ~ FL~]DA NY COH~ISSION EXP. JULY 8,1990 7 OOW~O THRU G[NERAL INS, UNO, THIS LEASE AGREEMENT, made and entered into this ~4-k day of ~ , 1988, by and between the CITY OF SEBASTIAN, Florida, a ~un~ipal corporation of Indian River County, Florida, party of the first party (hereinafter referred to as the "Landlord,,), and the FELLSMERE VOLUNTEER AMBULANCE SQUAD, INC., a Florida Not-For-Profit corporation, party of the second Part (hereinafter referred to as the "Tenant"). U I T N.E S S E T H: ~, the Landlord is the owner of certain real property located in the. City of Sebastian, County of Indian River State of Florida; and , WHEREA~, the Landlord ham agreed to lease such real property to the Tenant subject to certain terms and conditions; and WHEREAS, the Tenant desires to lease such real property from the Landlord. ' NOW, THEREFORE, in consideration of the premises, the covenants, .terms and conditions to be Performed as set forth hereinafter, the receipt and sufficiency of which is hereby acknowledged, the parties hereto have agreed and do agree as follows: 1. .Le~ ese Pr~mise~: Subject to thc term%s and conditions set forth in thais Lease Agreement, the .Landlord leames ko the Tenant and the Tenant rents from the Landlord the certain real property located at llll Main Street, Sebastian, Indian River County, Florida, such property of the Landlord being more particularly described as the ~4BULANCE LEASE AREA as set forth on Schedule "A" attached hereto and by this reference incorporated herein· The aforementioned real property shall be hereinafter referred to as the "Leased Premises,,. 2, Ter~ of Laas~; This Lease shall be for a term of one year (hereinafter called the "Lease Term") beginning the 1st day of Cctober , 1988, and ending on the _~0kh___ day of S~Dkamk~r_, 1989. This Lease shall automatically be rene~led for successive one year terms (also referred to hereinafter as the "Lease Term"), unless terminated by such party providing the other party with 30 days advanced written notice of its intent to terminate the Lease at the expiration of th~ then current term. In addition, either party shall be entitled to terming%tm this Lease by providing the other party with 30 days advance written no, ica of th~a intent to te~ninate '~he Lease. Ho%'~ever, the termination of this Lease by either party shall not ooerate to cure any default of any of the te~,~s and conditions of ~is Lease by a de£aulting party. EXHIBIT "A" 3. ~, Basic rent for each one year term or a portion of. any one year term shall consist of the sum of One and No/100 Dollars ($1.00), payable at the commencement of each annual term. (a) Breach~ The Tenant. agrees to pay as rent in addition to the basic rent provided for in Paragraph 3 of this Lease Agreement, any and all sums which may become due by reason or the failure of the Tenant to comply with all of the covenants, terms and conditions of this Lease and any and all damages, costs and expenses, including attorney,s fees (both. at trial and all appellate levels) which the Landlord may suffer or incur by reason of such default, and also any 'and all damages to the Leased Premises caused by any act or neglect of the Tenant, or its' assignees or sublettees. (b) Taxes, Assessments, etc,: The Tenant shall pay during the Lease Term all ad valorem taxes levied or assessed against the Leased Premises by the appropriate governmental authorities, together with ad valorem taxes levied against any stock, of merchandise, furniture, furnishings, equipmen-= and.other proper~y located in or upon the Leased Premises. In addition, the Tenant will duly promp:ly pay as additional rent to the Landlord, as the same may become due and Payable and before they become delinquent, all taxes, rates, assessments and other governmon=al charges, and Charges of every kind and nature whatsoever, non-recurring as well as recurring, special or extraordinmry as well as ordinary, foresee~ or unforeseen, and each and every installment thereof, which shall or may during the Lease Term be levied, assessed or imposed, or become due and payable or become liens upon, or arise in connection with the use, occupancy or possession of, or any interest in, the Leased Premises, or upon the rents, issues, income and profits therefrom so as to prevent the same from becoming or being an enforceable lien or claim against the property or the interest of the Landlord ("Expenses,,), and the Landlord shall apply such payment by the Tenant to the payment of such Expenses. Such ExpenSes shall include all real estate taxes, assessments, water and sewer charges which may become liens upon the Leased Premises or any par~ thereof. If the Landlord requests the Tenant to pay such Expenses othmr than to the Landlord, the Tenant will furnish or cause to be furnished to the Landlord not less than fifteen (15) days ~rior to th= dat~ on which paymen~ of same would boco]ue delinquent, or subject to penalty or interest, receipts or other evidence satisfactory to =h~ Landlord of the payment of all such Expenses. 2 If the Tenant deems excessive or illegal any such -Expenses, .'with the written consent of the Landlord, the Tenant may make payment under protest. Any contest, whether before or after payment, may be made in the name of the Landlord or the Tenant or both, with the written consent of the Landlord. If requested by the Tenant, the Landlord may, but shall not be required, to particiDate in any such contest, but the Tenant'. shall be entitled to any refund of any. such Expenses, and any penalty or interest thereon which may..have been paid .by the Tenant, but all costs in connection with such contest shall be borne by the Tenant. In case 'of failure of the Tenant to make any of the payments to be. made by the Tenant for such Expenses, Landlord may, but shall not be required to, pay the amount of same, with' penalty and interest thereon, if any. The amount so paid by the Landlord, with interest thereon from the date of payment thereof by the Landlord, shall be due from and payable by the Tenant.to the Landlord immediately. (a) Liability Insurance; The Tenant shall provide and keep in force'at its own expense during the term of this Lease, p~blic liability and property damage insurance coverage with'respect to the Leased Premises, including the foundation and those portions of the said premises used for driveways, walkways, and parking areas, and all improvements made to the Leased Premises. The insurance coverage to be provided by the Tenant shall contain limits of not less than $1,000,000.00' for %njury or death of any one person and $3,000,000.00 for ~n]ury or death for any one accident, together with $500,000.00 for damage to property. (b) Casualty, Fire and Extended Coverage Insurance: The Tenant shall', at its eXPense, keep the Leased Premises and all improvements now or hereafter erected upon the Leased Premises, together with the chattels therein, insured for the benefit of the Landlord against loss by fire and other casualties and hazards usually, covered by extended coverage insurance in a~ amount .not l~ss than the replacement Value of the Leased Premises, including the foundation, exterior structure, roof and those portions of the said premises used for driveways, wal]cways and parking areas, during the Lease Term. It is expressly understood and agreed that if for any reason it shall be impossible to obtain Fire insurance on the building and improvements on the Leased Premises in.an amount and in the form and with fire insurance companies acceptable to the Landlord, the Landlord may, if the Landlord elects, terminate this Lease and the term thereof upon giving to the Tenant fifteen (15) days notice in writing of the Landlord's intention to do so 3 and upon giving of such .notice, this Lease and the terms thereof shall terminate and come to an end. (c) Mlscellaneous~ Any policy or policies of insurance required by the Lease shall be issued by one or more insurance companies authorized to engage in business in the State of Florida and the. Tenant shall supply the L~ndlord with a certificate of such insurance with evidence of the payment of the premium thereon. All such policies shall 'name the Landlord as an additional insured and shall contain provision for notice to the Landlord not less than ten (10) days in advance of any cancellation or material change of such policy or' policies. In case of failure of the Tenant to make 'premium payment when due, the Landlord may pay the amount of any.such premiums, which amount with interest thereon from the date of payment by the Landlord shall be due and payable by the Tenant to the Landlord immediately. Copies of renewal policies for any insurance required under this Paragraph. 5.shall be deposited by the Tenant with the Landlord at least ten (10) days prior to the expiration of existing policies, and upon the failure of the Tenant.to do so, the Landlord may immediately purchase, for the account of the Tenant, the necessary insurance from any rePUtable insurance company without notice to the Tenant, and the Tenant shall reimburme the Landlord for the cost thereof within ten (10) days after demand for same by the Landlord. The Tenant shall have the right to carry the insurance provided for in this Paragraph 5, or any portions of such insurance under a blanket or comprehensive all-risk polity, 6. 'Us~ of .Leased PremisP~. The Tenant agrees that the facility to. be operated~by it '~n the Leased Premises will not be operated in such a manner as to constitute a nuisance or a hazard and that .in connection.with the operation of the facility, the Tenant will obserVe and comply with' all applicable laws, ordinances, orders and regulations Prescribed by lawful authority having jurisdiction over the facility operated in the Leased Premises. The Tenant agrees that the Lmased Premises shall be used by the Tenant solely to provide volunteer ambulance services to the Sebastian, Florida COmmunity. The Tenant agrees that the Leased Premises shall not be used for any other purpose. 7. ~ti!itip~. The Tenant shall be responsible for electricity, lights, water, sewer, heat, janitor service or any other utility or service consumed in connection with the occupancy of the Leased Premises by the Tenant. 8. ~f~firm~_~ive Covenants o~ T~/L~/i~. T covenants and agrees that i~ will without demand: Tenant 4 (a) Waste; conduct its use o'f the Leased Premises in such a manner as no~ to be a nuisance, and shall not allow any no~iou~ odors or vapors to. be emitted from the Leased Premises. Use of explosives, flammables and/or corrosive agents end"other like materials is not approved unless authorized the Landlord in advance. A~y cleaning agent apparatus will be installed and vented to the outside at the Tenant,s cost and only if installation is approved in writing in advance by the Landlord. The Tenant shall not engage in activities that waste the Leased Premises. (b) Maintenance and Repair: Keep the Leased Premises and improvements erected thereon in good condition and repair, including the exterior and interior structures, the roof, all plumbing,'heating, electrical and air conditioning systems and any loading facilities including loading doors and dock bumpers. Thm Tenant shall permit the Landlord's duly authorized agents ko enter upon the Leased Premises and the buildings" and improvements thereon .erected at any reasonable time,' and from time to time, for the purpose of inspecting and appraisin~ the same. The Tenant shall comply with all orders, requlations, rules and requirements of every 'kind and nature relating to the.. premises, now or hereafter in ~ff~¢t, of the Federal, Stats, Municipal or. other governmental authorities having power to enact, adopt impose or require the same, whether they be usual or unusual, ordinary or extraordinary, and whether they or any of .them relate to structural changes, or requirements of whatever nature, or to changes or requirements incident thereto, or as the result of any use or occupation thereof or otherwise, and the Tenan~ shall pay all costs and expenses incidental.to such compliance, and shall indemnify and save harmless the Landlord from all expense, 'and damages by reason of.any notices, orders, violations or penalties filed against or imposed upon the Leased Premises or against the Landlord as owner'thereof, because of the failure of the Tenant to comply with this covenant. The Tenant further agree~ to keep the Leased Premises clean and free from all ashes, dirt and other refuse matter; replace all glass windows, doors, etc., which are broken; and keep all waste and drain pipes open. In the event of the failure of the Tenant promptly to perform the covenants of this Sub-Paragraph 8(b), the Landlord may go upon ~he Leased Premises and purfo~ such covenants, the cost thereof, a~ the sol~ optio~% of the Landlord, to b~' charged ~o the Tenan~ as additional and delinquent rent. (c) Improvements: The Tenant shall no= oauso any improvements to be made to the Leased Premises, including 5 any changes to the interior walls, floors or ceilings, air conditioning., electrical or plumbing fixtures, the exterior of the building, the parking lot, walkways or driveways of the Leased ~remises, the doors or windows, without advanced written, consent of the Landlord. Provided, however, that this provision shall not be deemed to prevent the Tenant from making repairs to any part of the Leased Premi~es or performing or arranging for the performance of maintenance service to any part of the Leased Premises. Unless otherwise agreed in writing between the parties hereto, all costs of any improvements shall be borne by the Tenant. (d) Signs: The T~nant shall have the right to erect and maintain such sign or signs on the Leased Premises as may be permitted by applicable law. (e) Compliance: comply with any requirements of any of the constituted public authorities, and with the terms of any State or Federal. Statut'e or local ordinance or regulation applicable to..the Tenant or its use of the Leased Premises, and. save the Landlord harmless from penalties, finus~ costs or damages resulting from failure so to do. fire.(f) Fire; Use every reasonable precaution against (g) Rules and Regulations: rules and regulations of the hereinafter provided. Comply with reasonable Landlord promulgated as (h) Surrender of Leased Premises: Upon the expiration or other termination of thi~ Lease, for 'any reason whatsoever, surrender to the Landlord the L~ased Premises together ~¢ith the buildings and improvements thereon erected or standing thereon and the building equipment then upon the Leased Premise~, 'together with all alterations and replacements thereon, zn good order, condition and repair, except for reasonable wear and Use thereof, and except also, such damage by'fire or other cause for which the Tenan~ is obligated to maintain insurance under the provisions of this Lease if the proceeds of such insurance have been received by the Landlord, and except further, such damage by any. taking by condemnation or exercise of the right of eminent domain if the Landlord has received the proceeds of such condemnation or e×er¢ise of eminent domain and applied the same under %he provisions of this Lease. The Tenant further agrees to promptly deliver to the Landlord at its office all keys for the Leased Premises. (i) Notice of Casualty. Give to. the Landlord prompt written notice of any accident, fire, or damage occurring on or to the Leased Premises. (j) Vacation. If the Tenant shall vacate or decide at any time during the Lease Term to vacate the Leased Premises prior to the. expiration of this Lease Term, or any renewal of the Lease, or if the Tenant ~hall cease for'any period to provide volunteer ambulance service to the Sebastian, Florida area from the Leased Premises, this Lease shall immediately terminate with out the necessity of any legal proceeding or other action on the part of the Landlord, and all 'right, title and interest in the leasehold created by this Lease shall revert and revest in the Landlord immediately and automatically. 9, Npaative Covenants_of TenaDt. The Tenant covenants and agrees that'i~ will do none. of-t-he following.things Without the consent in writing of the Landlord first had and obtained: (a) .Use. Occupy' the Leased Premises in any other manner or for any other purpose than as above set forth. (b) Assignment, etc. ASsign this Lease or hypothecate or mortgage the same or sublet the Leased Premises or any part thereof. Any assignment, transfer, hypothecation, mortgaging or.~ubletting without the written consent of the Landlord shall be void. (o) Alterations and Improvements. Make any structural alterations, improvements, or additions to the Leased Premises. All alterations, additions and improvements (except trade fixturesi furniture and equipment other than building 'equipment but including electrical installations, plumbing installations, heating unit~, cooling and/or refrigeration units, fire and burglar alarms and associated detection devices and related wiring, communication equipment and lighting fixtures) Which may be made or installed by the Tenant upon the Leased Premises shall upon the making or installation thereof be and become a part of the Leased Premises and shall remain upon and be surrendered with the Leased Premises as a part thereof at the termination of this Lease, unless the Landlord shall, prior to the termination of this Lease, have given written notice to the Tenant to remove the same in which event the Tenant will remove such alterations, improvements, and additions and restore the Leased Premises to the same good order and condition in which they now are. Should the Tenant fail so to do, collecting, at the Landlord,s option, the cost and a~pense thereof from th~ Tenant as additional rent. 7 (d) Machinery, Use or operate any machinery that, in the Landlord,s opinion, is harmful to the Leased Premises or building of which the Leasmd Premises is a part. (e) Weights, Place any weights in any portion of the Leased Premises beyond the safe carrying capacity of the structure. (f)' Vacation. Vacate or desert'the Leased Premises during the Lease Term,. or permit the same to be empty and unoccupied without the permission of the Landlord. (g) Recordation. Record this Lease. If the Tenant violates this covenant, the Tenant hereby irrevocably authorizes, empowers-and designates the Landlord as its. lawful attorney for the purpose of having said Lease marked satisfied of record. 10. 5andlor~s Ri~ht~. The Tenant covenants and agrees that the LandlOrd shail~ha~e tho right to do the following things and matter~ in and about the Leased ~remises: (a) Inspection. At all reasonable times by its duly authorized agent to go upon and inspect the Leased Premises and every.- part thereof, and/or at its option to make repairs, alterations and additions to the Leased Premises. (b) Rules and Regulations. At any time or times and from time to time to make such reasonable rules and regulations az in its judgment may from time to time be necessary for the ~afety, care and cleanliness of the Leased Premises, and for the preservation of good order herein. such rules and regulations shall, when notice thereof is given t~ the' Tenant, form a part of this Lease. 11, ResDonsibilitvr ~of Tenant.. ~ The Landlord shall not in any event be 'responsible, and the Tenant hereby ~pecifically assumes responsibility for any personal or bodily injury or death of any p~rsons (including employees of the Tenant and the Landlord) and damage, destruction, or loss of use of any property, including the Leased Premises (except as specifically provided otherwise herein) occasioned by any event happening on or about the Leased Premises,. hallways, entranceways, stairs, elevators, hoists, streets, driveways, parking and loading areas, alleys, lawns, sidewalks and curbs adjacent thereto including' those resulting from a~y work in connection with any alterations, changes, new constructlon or demolition, except if same results ~olely from the negligence of the Landlord, its agents, servants, or employees, The Tenant shall defend, indemnify and hold harmless the Landlord from and against any and all claims, demands, suits, damages, liability and costs (including counsel fees and expenses) arising out of or in any manner connected with '. 10/18 any act or omission, neg}igent, or otherwise of the Tenant, third persons, or any of their ~gents, servants or employees which arise out of or are in any-way connected with the erection, maintenance, use~ operation~ existence or occupation of the Leased Premises, hallway~l entranceways, stairs, elevators, hoists, streets, driYeways, parking and loading areas, alleys, lawns, sidewalks and curbs adjacent thereto unles~ due solely to the ~egligence of the Landlord, its agents, servants or employees. The Landlord shall Promptly notify the Tenant of any claim asserted against the Landlord on account of any.such injury or claimed injury to persons or property and shall promptly deliver to the Tenant th~ original or a tru~ copy of any summons or other Process, pleading or notice issued in any suit or other proceeding to assert or enforce any such claim. The Tenant shall have'the right to defend any such suit with attorneys of its own selection and the Landlord shall hav~ the right, if it sees fit, t~ participate in such defense. It. is further covenanted and agreed by the parties hereto that in no case ~hall the Landlord be liable under any expressed or implied covenant of this Lease for any damages whatsoever to the Tenant accruing after any act or breach of covenant for which damages may be sought to be recovered against the Landlord. The' Tenant shall defend, indemnify and hold harmless the Landlord from claims, demands, suits, liability for damages for personal or bodily injury or death of any persons or damage or destruction of any property (including loss of use thereof) caused by or in any manner arising out of any breach, viola=ion or nonperformance by the Tenant of any covenant, term or provision of this Lease. 12. Damage to ~ased Premis~. (a) in th~ event ~hat the Leased Premises is totally destroyed or .so damaged by fire or other casualty not occurring through fault or negligence of the Tenant or those employed or acting for it, that, in the Landlord,s judgment, the same cannot be repaired or restored within a reasonable time, this Lease shall absolutely cease and determine, but no rent shall be refunded. (b) If the damage caused as above be only partial and such ~hat the Leased ~remises, in the Landlord,s judgment, can be restored within a reasonable time, the Landlord may, at its option, restore the same (excluding fixtures and improvements owned by ~he Tenant) with reasonable promptness, reserving th~ right to enter upon the L~ased Premises for that purpose. The landlord also reserves the right to enter upon the Lea~ed Premises whunover necessary to repair damage caused by fire or other casualty 'to the Leased Premises, even though the effect of such entry would be. to render the Leased Premises or a part thereof untenantable~ The rent shall 'not be apportioned and suspended during the time the Landlord is in possession. (c) The Landlord shall make such election to repair the Leased Premise~ or terminate this Lease by giving notice thereof to the Tenant at the Leased Premises within thirty (30) days from the day the Landlord received notice ~hat the Leased Premises had been destroyed or damaged by fire or other casualty, (d) The Landlord shall not be liable for any damage, compensation or .claim for any reason arising from the necessity of r~pairing any portion of th~ building, the interruption' in the use of the Leased Premises, or the termination of this Lease by reason of the destruction of the Leased Premises. (e) The Landlord has let the Leased Premises in their present condition and Without. any representations on the part of the 'Landlord~.,_ its officers, employees, servants and/or agents. (f) It is understood and agreed that the Landlord warrants 'that the '.Tenant,s proposed use of the Leased .Premises as set forth in Paragraph I is Permissible under the local Zoning'Ordinances or Regulations. In the event that it is determined at any time during the Lease Term of this Lease and any renewal period that the Tenant's proposed use of the Leased Premises a~ set forth in Paragraph 6 is not. permissible under the local Zoning Ordinance or Regulations, then .the Tenant shall have the privilege of tprminating this Lease immediately, provided· that notice is given to the Landlord in writing and such privilege shall be the Tenant's sole remedy against the Landlord in'such event. 13. ~i~cell~neous A~reements ~nd CoDdit~Onf: (a) Non-Waiver by Landlord. Th~ failure of the Landlord to insist upon strict performance of any of the covenants o~ conditions to this Lease, or to exercise any option herein conferred in any one or more. instances, shall not be construed as a waiver or relinquishment for the future of any such covenants or conditions of this Lease or option, but the same shall be and remain in full force and effect. (b) Security Interest. The Tenant hereby grants to the Landlord a security interest under the Uniform Commercial code in all of 'the Tenant's inventory, equipment, furniture, fixtures, goods and property in, on or about 'the 10 ., ', ,- ~',I~Y" :1.~t ~'~.:08 ~,07 589 5800 Leased. Premises. Said security interest'shall secure unto the '.'Landlord the payment' of all rent (and charges collectible or' 'reserved as rent) hereunder which shall become'due under the provisions of this Lease. The Tenant hereby agreea to execute upon request of the Landlord, such 'financing statements as may be required under the provisions of the Florida Unifor~ Commercial Code to perfect a security .interest in the Tenantes inventory, equipment, furniture, fixtureS, goods and property. (c). Accord and Satisfaction. No payment by the Tenant or reG~ipt by the Landlord .of a lesser amount than the rents herein stipulated shall..be deemed to. be other than on account of the. earliest stipulated rent, nor. shall any endorsement of statement on any check Or any letter accompanying any check or payment a~ rent be deemed an accord and satisfaction, and the Landlord may accept such check or Payment without prejudice to the Landlord,s right to recover 'the balance of ~uch rent or pursue any other remedy herein.. 14, Remedies of Landlord. If the Tenant: (a) Does not pay in full when due any and all of the rent and/or any other charge or payment herein reserved, included, or agreed to be treated or collected as rent and/or any other charge, expense, or cost herein agreed to be paid to the Landlord; or (b) Violates or fails to perform or otherwise breaks any covenant or'agreement herein contained; or (o) Vacates the Leased Premises or removes or attempts to remove or manifests an intention to remove any goods or property therefrom otherwise than in the ordinary and usual course of business without having first paid and satisfied the Landlord in full for all rent and other charges then due or that may thereafter become due until the expiration of the then current term; or (d) Any 9ssignee. or. sublettee of the Tenant files or has filed agaznst it a petition under Title 11, United States Code, Bankruptcy, as now or hereafter amended or supplemented, whether under Chapter 7, 11, or 13 of the aforesaid Bankrupt'cy 'Code; or if there is the commencement of any action or proceeding under state or federal law for · th~ dissolution or liquidation of the assignee or sublettee of the Tenant in connection with bankruptcy or other insolvency, whether instituted by or against the assignee or sublettee of the Tenant or for the appointment of a receiver or trustee of all or substantially all of the property of the assignee or s~blettee of the Tenant; or if there is the 11 taking of Possession of the property of the assignee or sublettee, of the Tenant by any governmental officer or agency pursuant to statutory .authority for the dissolution, rehabilitation, reorganization or liquidation of the assigne~ or s~blette~ of the Tenant; or if there is the ma~ing by the assignee or sublettee of the Tenant of an assignment for the benefit of creditors; Then and in'any of said events, there shall be deemed to be a breach of this Lease, and thereupon the Landlord shall have the following rights: .. :.. (1) To enter' the Leased Premises and without further demand or notice.proceed to distress and sale of the goods, chattels and personal property there found, to levy.the Rent and the Tenant shall pay all costs and officers, commissions, including, watohmen,s wages and sums chargeable to the Landlord, and in such case all costs, officer's.commissions and other charges shall immediately attach and become part of the claim -of 'the LandlOrd for Rent, and any tender of rent without said costs, commissions and charges made, after the' issuance of' a warrant of distress, shall not be sufficient to .satisfy the claim of the Landlord, (2) To re-enter the Leased Premises and remove all persons and all or any property therefrom, either by summary dispossess proceedings or by any suitable action or .proceeding at law, or by force or otherwise without b=ing liable to indictment, ~ros~cution or damages therefor, and repossess and en3oy the Leased P~emise~, ~oge~her with all alterations, fix:utes, ~lgns and other ins:alia=ions of the Tenant. Upon recovering Possession of the Leased Premise~ by reason of or based upon ur arising.out of a default on the part of the Tenant this'Lease shall terminate. (3) To =erminate this Lease and the term hereby created without .any right on the Dart of the Tenan~ to waive the forfeiture by payment of any sum due or by other performance of any condition, term or covenant broken, Whereupon the Landlord shall be entitled to recover, any and all sums due for rent,- including additions to rents and damages for violation cf the Tenant's obligations hereunder in existence at the time of such termination. (4) Prooued as a secur~ party under the ~rovisions of the Uniform commerolal Code against th~ goods in which the Landlord has been granted a ~ecuri~y intmrest PUrsuant to Paragraph 13(b) hereof. 12 15. Right Of Injunctive Religf. In the event of a breach or threatened breach by the Tenant of any of the ~oYenants or provisions hereof, · the Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not herein provided for. 16. ~iqhts.~ot E×elusiv~. No right .or remedy herein conferred upon or. reserved to the Landlord is intended to be exclusive of any other right or remedy herein or by law provided but each shall be'cumulative and in addition to every other right or remedy given herein or now or hereafter existing at law or in equity or by statute. 17. B~qht O~_~Assiqoee of Landlord. The right to pursue the remedies herein provided against the Tenant and to enforce all of the other provisions of this Lease may, at the option of any assignee of this Legse, be exercised by any assignee of the Landlord,s right, title and interest' in this Lease in its own ~ame, any statute, rule of court, custom, or practice to the Contrary notwithstanding. ' '18. Rem~dies'i~umulat%¥£ hereinbefore given to the Landlord and all rights and remedies given to'it by. law and equity shall be cumulative and concurrent. No termination of this Lease or the taking or recovering the Leased Premises shall deprive the Landlord of any of its remedies or actions against the Tenant for rent or sums due as if there has been no termination; nor shall the bringing of any action for rent 'or breach of covenant, or the resort to any other remedy herein 'provided for the recovery of rent be construed as a waiver of the right to obtain possession of the premises. 19. E__mCnent<DQmain. 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 land, the building(s) and/or improvements on the Leased Premises shall belong to the Landlord. Nothing herein shall prevent the Landlord from seeking any and all damages sustained from the condemning authority by reason of the exercise of the power of ~minent domain. In the event the condemnation or taking is to such an extent that it is impracticable operations on the L~ased Premises the Lease shall i~mediately terminate, 20. ~t~v ~f,~Inter~/~. The o~ocution of thio L~ame Or the Derformance Of any act pursuant to the provisions hereof shall no= b~ deemed or construed ~o have the effect of creating b~tween the Landlord and the Tenant the relationship of principal 13 i-i:lO ~07 589 5800 · 15/18 and agent or of a partnership or of a joint venture and the relationship between them shall be and remain only that of a Landlord and a Tenant, 21. Notic~ and ~p~rts. A/ly notice, report, statement, approval, consent, designation, demand or request to be given and any .option .or election to be exercised by a party Under the provisions of this Lease shall be effective only when' made in writing and delivered (or mailed by registered or certified mail with postage prepaid) to the other party at the address given below: Tenant: City of sebastian Attention~ City Manager 1225 Main Street-A P.O. Box 780127 Sebastian, Florida 32978 Fell~mere Volunteer Ambulance Squad, Inc. Attentions President P.o.. Box 525 Fellsmere, Florida 32948 provided, however, thag either party may designate a different address from'time go time by giving to the other party notice in writing of the change. Rental payments to the Landlord shall be made by the Tenant at the address listed above. 22. 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 that (i) no person on the grounds of religion, gender, age, race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subject to discrimination in the use of the Tenant,s facilities; (ii) that in the construction of any improvements on, over or under the Leased Premises and the furnishing of services ~hereon,. no person on the ground~ of 'religion, gender, age, ~ace, color or national origin shall be excluded from participation in, denied the benefits of, or otherwise b~ subjected to discrimination. 23. ~. The Landlord warrants that the Landlord has full power to execute ~his Lease and that it will warrant and defend the leasehold interest =reared hereby against all parties whomsoever and that the Tenant, upon observing and complying with the terms, covenants and conditions of this Lease shall unjoy the use and occupancy of the I~ased Premises during =he Lease Term. 24. }leadings. No ~art ..of .Leas~. Any headings preceding the text of ~he several paragraphs 'and subparagraphs hereof are inserted solely for convenience of reference and shall not 14 16/18 constitute a part Qf this .Lease nor ~hall they affect its meaning, ¢0n~truction or effect. 25,. $~verabilitx. If a provision of .this Lease Agreement is held invalid, it is'hereby agreed that all valid provisions that 'are.severable from the invalid provision remain in effect. If a' provision in this Lease Agreement is held invalid in one or more of its applications, the provision remains in effect in all applications. 26, Lease Co~ai~s All Agreem~tf.. It is expressly understood and agreed by and between the parties hereto that this Lease, including the Exhibit, sets forth all the promises, agreements, and conditions or understandings between the Landlord and the Tenant relative to. the Leased Premises, and that there are ~o promises, agreements, conditions or understandings, either oral or written, between them other than are herein set forth.- It is further understood and agreed that, except as herein otherwise provided, nc subsequent alteration, amendment, change or addition to' this Lease shall be binding upon the Landlord or the Tenant unless, reduced tO..writing and signed by them. 27. Heirs..and.~ssi~neez. All rights and liabilities .herein given'to, or imposed upon,, the respective parties hereto shall extend to and bind the several and respective heirs, executors, administrators, successors and assigns of said parties; and if there shall be more than one Tenant, they shall all be bound' jointly-and severally by the terms, covenants and agreements herein, and the word "Tenant" shall be deemed and taken to mean each and every person, or party mentioned as a Tenant herein, be the same one or more; and if ~here shall be more than one Tenant, any no=ice required or permitted by the terms of this Lease may be given by or to any one thereof, and shall have the same force and effect as if given by or to all thereof. The words "his. and "hi~" or "its,, wherever stated herein, ~hall b~ deemed to refer to the "Landlord,, or the "Tenant" whether such Landlord or Tenant be singular or plural and irrespec~iye of gender. ~0 rights, however, shall inure to the benefit of any assignee of the Tenant unless the assignment to such assignee has been approved by the Landlord in writing as aforesaid. 15 17,'"18 IN WiTNESS .WHEREOF, 'the parties hereto have set their hands and seals the day and year first above written. CITY OF SEBASTIAN Witness " ' :~' FELLSMERE VOLUNTEER AMBULANCE SQUAD, INC. ecretary 'O'r ~reaSuZ~r ..... (corporate seal) 16 B,75'