HomeMy WebLinkAboutR-96-57 RESOLUTION NO. ~
A RESOLUTION OF THE CiTY OF SEBASTIAN, INDIAN RIVER
COUNTY, FLORIDA, REPEALING RESOLUTION NO. R-93-50;
AUTHORiZING THE CITY MANAGER TO EXECUTE AND THE CITY
CLERK TO ATTEST, ON BEHALF OF THE CITY, A TERMINATION OF
LEASE AGREEMENT BETWEEN THE CITY OF SEBASTIAN AND
CHARLES CLAY PRICE, A TERMINATION OF BUSINESS SUBLEASE
BETWEEN CHARLES CLAY PRICE AND SKYDIVE SEBASTIAN OF
SOUTH FLORIDA, INC., AND AN AIRPORT LEASE AGREEMENT
BETWEEN THE CITY OF SEBASTIAN AND SKYDIVE SEBASTIAN OF
SOUTH FLORIDA, INC.; PROVIDING FOR REPEAL OF RESOLUTIONS
OR PARTS OF RESOLUTIONS IN CONFLICT HEREWITH; PROVIDING
FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE.
WltEREAS, the City Council of the City of Sebastian, entered into a lease agreement for
real property located at the Sebastian Municipal Airport with Charles Clay Price, by adoption of
Resolution No. R-93-50 on September 29, 1993 and subsequently amended on January 25, 1995; and
WltEREAS, the City Council approved a business sub-lease between Charles Clay Price and
Skydive Sebastian of South Florida, Inc. on January 25, 1995; and
WHEREAS, Charles Clay Price wishes to terminate his lease with the City of Sebastian; and
WHEREAS, Skydive Sebastian of South Florida, Inc. wishes to enter into a lease agreement
for the same real property it has sub-leased from Charles Clay Price with an additional acre, more or
less.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA, that:
~ TERMINATION OF LEASE. The City Council of the City of Sebastian
hereby authorizes the City Manager to sign, and the City Clerk to attest, on behalf of the City of
Sebastian, the "Termination of Lease" between the City of Sebastian and Charles Clay Price as
r
attached hereto as Exhibit "A".
Section 2. TERMINATION OF BUSINESS SUBLEASE. The City Council of the
City of Sebastian hereby authorizes the City Manager to sign, and the City Clerk to attest, on behalf
of the City of Sebastian, the "Termination of Business Sublease" between Charles Clay Price and
Skydive Sebastian of South Florida, Inc. as attached hereto as Exhibit "B".
Section ~3. AIRPORT LEASE AGREEMENT. The City Council of the City of
Sebastian hereby authorizes the City Manager to sign, and the City Clerk to attest, on behalf of the
City of Sebastian, the "Airport Lease Agreement" between the City of Sebastian and Skydive
Sebastian of South Florida, inc., attached hereto as Exhibit "C".
Section 4. CONFLICT. All resolutions or parts of resolutions in conflict herewith are
hereby repealed, including Resolution No. R-93-50.
Section 5. SEVERABILITY. In the event a court of competent jurisdiction shall hold or
determine that any part of this Resolution is invalid or unconstitutional, the remainder of the
Resolution shall not be affected and it shall be presumed that the City Council of the City of Sebastian
did not intend to enact such invalid or unconstitutional provision. It shall further be assumed that the
City Council would have enacted the remainder of this Resolution without said invalid and
unconstitutional provision, thereby causing said remainder to remain in full force and effect.
Section 6.
passage.
The
EFFECTIVE DATE. This Resolution shall take effect immediately upon final
foregoing
Resolution was moved for adoption by Councilmember
The motion was seconded by Councilmember
and, upon being put to a vote, the vote was as follows:
2
Mayor Louise R. Cartwright
Vice-Mayor Walter W. Barnes
Councilmember Norma J. Damp
Councilmember Raymond Halloran
Councilmember Richard J. Taracka
The Mayor thereupon declared this Resolution duly passed and adopted this ~ay of
CITY OF SEBASTIAN, FLORIDA
Louise~ R. Cartwright, Mayor ca
ATTEST:
.....
KathrYn ~. O~Halloran, C~C/~
City Clerk
(Seal)
Approved as to Form and Content:
Valerie F. Settles, City Attorney
3
AIRPORT LEASE
THIS Airport Lease ("Lease"), is hereby made and entered into
as of this 14th day of August, 1996, by and between the City of
Sebastian, a municipal corporation existing under the laws of the
State of Florida, ("Landlord"), and Skydive Sebastian of South
Florida, Inc., a Florida corporation ("Tenant"). The Landlord and
the Tenant are sometimes collectively referred to herein as the
"Parties".
WI TN~, SSE TH :
WHEREAS, the Landlord is the owner of certain property within
in the City of Sebastian, Indian River County, Florida, located at
400 West Airport Drive, Sebastian, Florida ("Property"), which is
being used for the operation of the Sebastian Municipal Airport
("Airport"); and
WHEREAS, portions of the Property are available for use for
those activities consistent with or in support of aviation activity;
and
WHEREAS, Tenant is currently the sublessee of a portion of the
Property pursuant to a lease between the Landlord and Charles Clay
Price ("Price") dated September 29, 1993 ("Original Lease") and a
sublease between
("Sublease"); and
Tenant and Price dated February 3, 1995
WHEREAS, Tenant wishes to add an additional portion of the
Property to the parcel currently leased by Tenant under the Original
WHEREAS, the Parties and Price have agreed to terminate the
Lease and the Sublease concurrent with the date of execution of this
Lease; and
WHEREAS, the Landlord has agreed to lease the property
contained in the Original Lease and the Additional Parcel to the
Tenant, subject to certain terms and conditions consistent with or
in support of the current aviation use of the Property; and
WHEREAS, the Tenant desires to lease the same from the
Landlord.
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter provided, the receipt and sufficiency of which are
hereby acknowledged, the parties have agreed as follows:
1. Recitals. The above recitals are hereby incorporated
herein by this reference.
2. Leased Premises. Subject to the terms and conditions
set forth hereinafter, the Landlord leases hereby to the Tenant
and the Tenant rents hereby from the Landlord that portion of the
Property which is described more particularly on Exhibit "A"
attached hereto and incorporated by this reference ("Leased
Premises"). The Leased Premises consists of four acres
approximately as outlined in the site plan dated, July 16, 1996,
which was approved by the Sebastian Planning Commission on August
2, 1996 ("Site Plan"). Tenant agrees that Landlord shall reserve
unto itself an easement, as described in Exhibit "A".
3. Term of Lease. The term of the Lease shall be for a
period of seventeen (17) years commencing sixty (60) days after
the date which the Tenant executes the Lease (the "Commencement
Date") and shall end at 11:59 E.D.T. on the date of expiration of
the last number of years constituting the Lease Term from the
first day of the first calendar month succeeding the Commencement
Date. So long as the Tenant is not in default of any term,
condition or covenant provided in this Lease, including any
addendum hereto, the Tenant shall have the option to renew this
Lease for one (1) additional twenty (20) year term (the "Option
Term") by providing the Landlord with written notice of the
Tenant's decision to exercise its option not less than one hundred
eighty (180) days and not more than two hundred ten (210) days
prior to the expiration of the initial term of this Lease. Ail of
the terms, conveyances and conditions of this Lease shall apply
during the initial and the Option Term; provided, however, the
annual rent during the initial and the Option Term shall be
adjusted on the Rental Adjustment Date, as described herein.
4. Rent. Tenant covenants and agrees to pay Landlord the
Minimum Annual Rent of Thirteen Hundred Seven Dollars ($1,307.00)
per acre, payable in twelve (12) monthly installments ("Rental
Payments"). The Minimum Annual Rent shall commence to accrue and
be due and payable on the Commencement Date. The first Rental
Payment date shall be the first day of the first full calendar
month and Shall include a prorated amount applicable to the period
from the rental commencement date to the rental payment date, if
applicable.
In view of the fluctuating purchasing power of the United
States dollar, the parties hereto, desiring to adjust the rent
hereunder to such purchasing power, agree that such adjustments
shall be made on the Rental Adjustment Dates as herein provided so
as to reflect as nearly as possible such fluctuations. The parties
hereto adopt as the standard for measuring such fluctuations the
United States Department of Labor, Bureau of Labor Statistics,
revised Index of Consumer Prices. The index for the month prior to
the commencement date shall be the basic standard. The first
adjustment shall be made on August 1, 2001 and shall be effective
for five (5) years. Thereafter, adjustments will be made annually
and will be effective for the then ensuing lease year. Rent
adjustments shall be made by multiplying the Minimum Annual Rent
by a fraction, the numerator of which shall be the next Index
figure (such figure being the Index figure for the month
immediately preceding each Rental Adjustment Date) and the
denominator of which shall be the Basic Standard; and the result
thus obtained shall be the then applicable annual rent to be paid
in monthly installments over the ensuing lease year period. In no
event shall the Minimum Annual Rent (as adjusted by the foregoing
formula) for a lease year ever be less than the Minimum Annual
Rent for the prior lease year. It is understood that the above
Index is now being published monthly by the Bureau of Labor
Statistics of the United States Department of Labor. Should said
Bureau of Labor Statistics change the manner of computing such
Index, the Bureau shall be requested to furnish a conversion
factor designated to adjust the new Index to the one previously in
use and made on the basis of such conversion factor. Should
publication of said Index be discontinued by said Bureau of Labor
and Statistics, the such other Index as may be published by such
Bureau most nearly approaching said discontinued Index shall be
used in making the adjustments herein provided for. Should said
Bureau discontinue the publication of any Index herein
contemplated, then such Index as may be published by another
United States Governmental Agency as most nearly approximates the
Index herein first above referred to shall govern and be submitted
as the Index to be used, subject to the application of an
appropriate conversion factor to be furnished by the government
agent publishing the adopted Index. If such governmental agency
will not furnish such conversion factor, then the parties shall
agree upon a conversion factor or a new Index; and, in the event
agreement cannot be reached as to such conversion factor or such
new Index, the parties hereto agree to submit the matter to
arbitrators, in accordance with the rules of the American
Arbitration Association and judgment or decree upon the award
rendered by the arbitrators may be rendered in any court having
jurisdiction thereof. In no event, however, shall the Minimum
Annual Rent decrease below the sum of Thirteen Hundred Seven
Dollars ($1,307.00) per acre.
In the event that any Rental Payment due hereunder shall not
be paid five (5) days or more when due, in addition to, and not
in substitution for, any other rights Landlord may have, Tenant
shall pay Landlord a late payment fee of 5% of the amount of such
late Rental Payment. This charge is to be considered as additional
rent and shall not be considered interest. If any part of the
rental payment or other payments due hereunder shall remain due
and unpaid ten days after written demand by Landlord, the
Landlord shall have the options and privileges as follows:
(1) Total acceleration. To accelerate the
maturity of the rent installments for the balance of the term.
This option shall be exercised by an instrument in writing signed
by the Landlord, or its agents, and transmitted to the Tenant
notifying him of the intention of the Landlord to declare the
balance of the entire unpaid rent for the entire term of the Lease
to be accelerated and to be immediately due and payable.
(2) Partial acceleration. In lieu of the option in
Sub-paragraph (1) above, the Landlord may, in like manner, declare
as presently due and payable the unpaid rent installments for such
a period of years as may be fixed in the Landlord's said notice to
the Tenant. The exercise of this option shall not be constrUed as
6
a splitting of a cause of action, nor shall it alter or affect the
obligations of the Tenant to pay rent under the terms of this
Lease for the period unaffected by said notice.
(3) Other remedies. In addition to the option
herein granted above, the Landlord may exercise any and all other
options available to it hereunder, which options may be exercised
concurrently or separately with the exercise of the above options.
(4) Tax. All payments made by Tenant under this
Lease shall be accompanied by any applicable sales or rental tax.
5. Aircraft Fuel Dispensing. Lessee is permitted to
service its leased or owned aircraft with aviation fuel and
lubricants subject to the safety and environmental standards
contained herein. Fueling will be done only from metered fueling
dispensers, fixed or mobile, especially constructed for dispensing
aviation fuel, and having all safety devices specified by the
Rules and Regulations of the Federal Aviation Administration,
Florida Department of Transportation and Aviation, and the
National Board of Fire Underwriters. Under no circumstances will
fueling of aircraft from drums be permitted.
(1) Fueling shall fully comply with the criteria
of FAA Advisory Circular 150/5230-4, including current changes,
and with all references listed in Appendix 6 of Advisory.
(2) In addition to the insurance requirements
stipulated herein, the following special coverages are also
7
required in the amount of $5,000,000.00:
completed operations liability for fueling
environmental pollution/hazardous materials
restoration liability with the City named as
insured.
(3)
a) products and
operations; b)
cleanup and
an additional
Dispensing vehicles and bulk lubricants will
be housed in or upon approved facilities.
hangers is prohibited.
6. Fuel Flowage Fee.
Storage within aircraft
In addition to the Minimum Annual
Rent, the Tenant and any sublessee of Tenant, shall also pay to
the Landlord a fuel flowage fee, which shall not be rent for the
Leased Premises, but shall be collected by the Landlord from the
Tenant, and any sublessee of the Tenant. The fuel flowage fee
shall be two cents per gallon on all aviation fuels delivered to
the Tenant, or to any sublessee of the Tenant, at the Airport (the
preceding charge per gallon shall be subject to change at any time
by Landlord as determined by resolution of the City Council of
Sebastian. Such change shall become effective immediately upon
delivery of written notice thereof to Tenant). The Tenant and any
sublessee of the Tenant shall furnish to the Landlord written
detailed monthly statements showing the total amount of aviation
fuels delivered to the Tenant, or any sublessee of the Tenant, at
the Airport. Said statements shall be furnished no later than the
15th day of each month during the time this Lease shall be in
force. The Tenant agrees, both on behalf of itself and any
sublessee of the Tenant, that said amounts may be collected by the
Landlord from the Tenant, or any sublessee of the Tenant, in the
same manner as the monthly rental installments.
(1) The monthly statements referred to in the foregoing
subparagraphs pertain only to operations conducted at the Airport
and exclude any operations of the Tenant, or any sublessee of the
Tenant, conducted at other locations.
(2) The Tenant, or any sublessee of the Tenant, shall
further retain upon the Leased Premises all delivery bills,
invoices and related records pertaining to all aviation fuels
delivered to the Tenant, or to any such sublessee, and shall
produce and make available such books and records upon request by
the Landlord for the purpose of auditing payments to the Landlord
as provided herein. Such books, records and other documents shall
be made available for inspection to representatives of the
Landlord during business hours, at the request of the Landlord. If
said inspection reveals that payments to the Landlord are in
error, by more than 2%, Tenant shall pay the additional amount
owing to Landlord, plus all costs of said inspection.
7. Improvements..~9...the Premises. The Landlord acknowledges
that the Tenant is leasing the premises for the purposes described
in the Lease as illustrated in the Site Plan, and that in order to
utilize the Leased Premises for this purpose, the Tenant desires
9
"
"
to erect thereon a building and other improvements, to be
constructed by the Tenant upon the Leased Premises at the Tenant's
sole cost and expense and to comply with the Site Plan and all
applicable rules, laws, regulations and requirements pertaining
thereto. The work to be performed by the Tenant is set forth on
Exhibit "B" which is attached hereto and incorporated herein by
this reference.
(1) The Tenant shall have the right to use the Leased
Premises for purposes described in this Lease and shall have the
right to construct upon the Leased Premises any buildings or other
improvements described in Lease and Site Plan, provided that any
such buildings or improvements do not in any way curtail the use
of the airport facilities in their usual operations and provided,
further that any such buildings or structures are approved, in
writing, by the Sebastian city Council and the Federal Aviation
Administration ("FAA") prior to cormnencement of any construction.
The Tenant covenants and agrees that all such construction shall
be in accordance with the local and state codes, regulations and
requirements as well as in accordance with all requirements of the
"FAA" and pages 2 and 3 of the Site Plan. All buildings,
structures, signage and improvements shall comply with the height
restrictions contained in the Federal Aviation Regulation Part 77.
(2) The Tenant shall indemnify, defend and hold the
Landlord harmless from any actions, claims, losses, damages or
liens resulting from acts of Tenant, its agents, employees or
10
contractors in performance of the construction of any improvements
on or to the Property.
(3) Tenant shall require its contractors to furnish
Landlord with evidence of adequate insurance coverage prior to
Tenant's contractor performing any work. 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. The Tenant
agrees that all improvements shall, upon the termination of this
Lease for any reason, be free and clear of all encumbrances,
liens, and title defects of any kind. All buildings, structures
and fixtures of every kind now or hereafter 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. A
fixture shall be defined as an article which was a chattel, but
which, by being physically annexed or affixed to the realty by the
Tenant and incapable of being' removed without structural or
functional damage to the realty, becomes a part and parcel of it.
Non-fixture personalty owned by the Tenant at the expiration of
the term or earlier termination of this Lease, for any reason,
shall continue to be owned by Tenant and, at its option, may
remove all such personalty, provided the Tenant is not then in
default of any covenant or condition of this Lease, otherwise all
such property shall remain on the leased premises until the
damages suffered by the Landlord from any such default have been
ascertained and compensated. Any damage to the Leased Premises
caused by the removal by Tenant of any such personalty shall be
promptly repaired and the Leased Premises shall be fully restored
to its original order and condition by Tenant forthwith at its
expense. Any such personalty not removed at or prior to such
termination shall become the property of the Landlord.
(4) In the event the Tenant is prohibited to construct
the improvements described herein, within ninety (90) days from
the date hereof, by the appropriate governmental authorities
having jurisdiction over the Leased Premises, for reasons not
caused by and beyond the control of the Tenant, the requirements
of Exhibit "B"shall not apply to this Lease.
(5) Attached hereto as Exhibit "B" is a description of
all additional improvements to be constructed on the leased
premises by Tenant, including the date of commencement and
completion required for each improvement. In the event that such
improvements are not commenced on the applicable date set forth in
Exhibit "B", and thereafter completed on the applicable date set
forth in Schedule "B", Landlord shall have the option to amend
this Lease. Such option shall be exercised within a reasonable
time by written notice to Tenant.
8. Use of Leased Premises. The Tenant agrees that no use of the
Leased Premises will be allowed or conducted in such a manner as to
constitute a nuisance or a hazard and that, in connection with the
use of the Leased Premises including the operation, take-off and
landing of aircraft thereon, the Tenant and its agents, employees,
contractors, licensees, invitees and other persons involved with
the use of the Leased Premises will observe and comply with all
applicable laws, ordinances, orders and regulations prescribed by
lawful authorities having jurisdiction over the Leased Premises and
the activities thereon. The Tenant agrees that the leased premises
shall be used and occupied by the Tenant solely for the following
purposes or uses:
The operation of aeronautical business and an aviation
facility including a full service parachute training center,
snack bar, ten space recreational vehicle park and 30' x 30'
tent camping area, maintenance operation and apron area. The
following activities shall be allowed when City approved
facilities are constructed: Training Building with bath and
shower facilities, training facilities, off street parking
facilities, and fuel sales through fuel farm all in accordance
with the approved Site Plan.
Any use of the Leased Premises other than those specifically
stated above are expressly prohibited. No other use may be
conducted by the Tenant without the express written consent of the
Landlord. Such consent may be withheld by the Landlord for any
reason. All aeronautical businesses and activities must be
certified and licensed by the FAA in the appropriate categories of
their specific operation.
9. Repairs and Alterations. The Landlord shall not be
obligated to maintain or repair the Leased Premises or any
improvements located or any part hereof thereon during the lease
term or any renewal thereof. The Tenant agrees, at its sole cost
and expense, not to be reimbursed by the Landlord, to maintain all
of the improvements, including, but not limited to, buildings (and
all parts thereof exterior and interior) and the parking and
service areas located on the Leased Premises, in a good state of
maintenance in good working order and repair and proper to keep the
leased premises in a clean, neat and orderly condition in
accordance with local ordinances, including but not limited to, the
Sebastian Land Development Code and all other community standards
and ordinances. It is an express condition of this Lease that the
Leased Premises be kept in an attractive manner at all times.
Upon obtaining the prior written consent of the Landlord,
which consent may be withheld for any reason, the Tenant, upon
completion of the original improvements, at its sole cost and
expense, may erect such additional improvements on the Leased
Premises as it deems appropriate and may make such alterations or
major renovations to the existing improvements as it deems
appropriate, provided, however, that such alterations or
renovations shall not disturb the structural integrity of such
existing improvements, and provided that the alterations or
renovations shall comply with all applicable governmental
regulations.
The Tenant shall indemnify, defend and hold the Landlord
14
'.'
,.
harmless from any claims, losses, damages or liens arising out of
or in any way connected with such additions or renovations.
10. Utilities. The Tenant shall be responsible for all
utilities of whatever kind or sort, used, installed or consumed in
or upon the leased premises including, but not limited to,
electricity, lights, water, sewer, heat, janitor service or any
other utility or service consumed in connection with the Lease
Premises.
The Landlord shall have no liability for failure to
procure or the interruption of any such services or utilities.
11.
Signs.
The Tenant shall have the right to erect and
maintain such sign or signs on the premises as may be permitted by
applicable law; provided, however, the Landlord must approve any
such signs in writing prior to erection. The Landlord may impose
any reasonable restrictions as, in the sole discretion of the
Landlord, are deemed necessary. Tenant agrees to maintain each and
every sign as may be approved by the Landlord in good condition and
working order.
12. Taxes. The Tenant shall pay during the Lease term all ad
valorem taxes, assessments or any other charge or payment levied or
assessed against the leased premises by any governmental agency
having, or purporting to have, jurisdiction thereover, together
with all ad valorem taxes assessment or other governmental charge
levied against any stock of merchandise, furniture, furnishings,
equipment and other property located in, or upon the leased
15
premises. Ail shall be paid by the Tenant on a timely basis and
receipts therefor shall be provided t° the Landlord upon request.
13. ~bilit¥ and Property Insurance. The Tenant shall
provide and keep in force, at its own expense, during the term of
this Lease, comprehensive general public liability insurance in
companies acceptable to Landlord with respect to the Leased
Premises, including those portions of the said premises used for
driveways, walkways, and parking areas and sufficient to cover such
indemnification and naming as insured both Landlord and Tenant with
minimum limits of not less than $500,000.00 for injury or death of
any one person and $1,000,000.00 for injury or death for any one
accident, together with $500,000.00 for damage to property. Tenant
agrees that Landlord may alter the minimum or maximum amounts
stated in the preceding sentence during the term of this Lease by
resolution of the City Council of the City of Sebastian. Landlord
will give written notice of any such change to Tenant, and such
changes will take effect immediately. Any policy or policies of
insurance required pursuant to this Lease shall be issued by one or
more insurance companies authorized to engage in business in the
State of Florida and which have a rating of at least A+ by A.M.
Best and Company and at least an AA rating by both Moody's and
Standard and Poors. All policies described in this Lease shall
contain an endorsement that the insurer will not cancel or
materially alter the coverage of such policy or policies without
16
giving thirty (30) days prior written notice thereof to the
Landlord and shall name the Landlord as an additional insured. The
Tenant's insurance policy is always primary. Tenant shall promptly
deposit the original policy or policies of such insurance with the
Landlord.
~4. Fire and Extended Co~9~a~e Insurance. The Tenant shall, at
its sole cost and expense, procure and keep in effect such standard
policies of fire and extended coverage insurance (broad form), as
the Landlord deems necessary and appropriate, covering the Leased
Premises, providing protection against any peril included within
the classification "Fire and Extended Coverage" and "Vandalism and
Malicious Mischief".
Tenant agrees that it shall not keep, use, sell or offer for
sale in or upon the Leased Premises any article or thing which may
be prohibited by the standard form of fire insurance policy. Tenant
agrees to pay any increase in premiums for fire and extended
coverage insurance that may be charged during the term of this
Lease on the amount of such insurance which may be carried by the
Landlord on the Leased Premises or the building(s) of which it is
a part, resulting from a violation of the foregoing, whether or not
the Landlord has consented to or otherwise waived the same. In
determining whether increased premiums are the result of the
Tenant's use of the Leased Premises, a schedule, issued by the
organization in making the insurance rate on the Leased Premises,
17
showing the various components of such rate, shall be conclusive
evidence of the several items and charges which make up the fire
insurance rate of the Leased Premises.
In the event that the Tenant's occupancy causes any increase
of premium for the fire, boiler and/or casualty rates on the Leased
Premises or any part thereof above the rate for the least hazardous
type of occupancy legally permitted in the Leased Premises, the
Tenant shall pay the additional premium on the fire, boiler and/or
casualty insurance policies by reason thereof. Each year if
applicable, the Tenant shall provide to the Landlord a certificate
of such insurance with evidence of the payment of the premium
therefor. The Landlord shall have no obligation to keep the
buildings and improvements on the leased premises insured nor shall
the Landlord have any obligation to insure any personal property
used in connection with the Leased Premises.
Any policy or policies of insurance required pursuant to this
Lease shall be issued by one or more insurance companies authorized
to engage in business in the State of Florida and which have a
rating of at least A+ by A.M. Best and Company and at least an AA
rating by both Moody's and Standard and Poors. All policies
described in this Lease 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.
Should the Tenant fail to obtain the requisite insurance
policies as outlined in this Lease, the Landlord may obtain the
insurance for the Tenant at the Tenant's expense.
15. Damag~ or Destruction of Improvements by Fire or other
Casualty. In the event the building and/or other improvements
erected on the premises are destroyed or damaged by fire, Tenant
agrees that it will cause said building and/or other improvements
to be replaced or said damage to be repaired as rapidly as
practicable. The Landlord may abate the Tenant's rent for the
period of time more than 80% of the principal building, if any, is
unusable. In the event the Tenant elects to repair and/or replace
the building and other improvements on the leased premises, the
Landlord shall have no claims against any insurance proceeds paid
to the Tenant on account of such damage and/or destruction nor
shall the Landlord have any responsibility or obligation to make
any expenditures toward the repair and/or replacement of the
building and other improvements on the leased premises, provided ,
however, that all repaired and/or replaced building and other
improvements are repaired/replaced in a manner equal to or better
than the building/improvement being repaired or replaced.
(1) If the Tenant, under its option, elects not to
repair and/or replace the building and improvements upon the
leased premises, the Landlord shall have two options:
(a) To continue to Lease; if the Landlord elects to
19
continue the Lease, the Landlord shall be entitled to any of the
insurance proceeds on account of such damage and/or destruction,
such proceeds to be the sole property of the Landlord; or
(b) To cancel the Lease; if the Landlord elects to
cancel the Lease, the Landlord shall be entitled to that portion of
the insurance proceeds paid as a result of such damage and/or
destruction to the building and other improvements on the leased
premises, the Tenant shall be entitled to the remainder, if any, of
the insurance proceeds.
(2) In the event the Tenant, under its option, elects
not to repair and/or replace the building and improvements upon the
Leased Premises, the Tenant shall, at its sole expense, remove all
remaining portions of the damaged or destroyed building and
improvements and all rubble or debris resulting therefrom.
16. Indemnification. Tenant shall and does indemnify,
defend the Landlord and save it harmless from and against any and
all claims, actions, causes of action, damages, demands,
liabilities, claims, losses or litigation arising out of or
connected with the Tenant's occupancy or use of the Leased Premises
and the use of the leased premises by tenant's agents, employees,
contractors, licensees, and invitees, including all court costs and
attorney's fees at all tribunal levels incurred by the Landlord in
connection with any and all loss of life, personal injury and
damage to property occurring in or about of arising or relating to,
20
directly or indirectly in any manner whatsoever,
the Leased
Premises adjacent sidewalks and loading platforms or areas or
occasioned wholly or in part by any act or omission Tenant, its
agents, contractors, customers, principals, directors, officers or
employees. This paragraph 16 shall survive the termination or
cancellation of the Lease.
17. Environmental Matters. Tenant
indemnify, defend the Landlord and save it
against any and all claims, causes of action,
shall and hereby does
harmless from and
lawsuits, losses,
liabilities, damages, and expenses (including, without limitation,
clean-up costs and reasonable attorney's fees) resulting directly
or indirectly from, out of or by reason of (i) any hazardous or
toxic materials, substances, pollutants, contaminants, petroleum
products, hydrocarbons or wastes being located on the property and
being caused by the Tenant or its sub-Tenants, agents, employees,
contractors, licensees, and invitees. This Paragraph 17 shall
survive the termination or cancellation of the Lease.
18. Hazardous Material. Tenant shall not cause or permit any
Hazardous Material to be brought upon, kept or used in or about the
Lease Premises by Tenant, its agents, employees, contractors or
invitees, without the prior written consent of Landlord. Tenant
hereby indemnifies, defends and holds Landlord harmless from any
and all claims, judgement, damages, penalties, fines, costs,
liabilities or losses (including, without limitation, diminution in
value of the Lease Premises, damages for the loss or restriction
on use of rentable or usable space or if any amenity of the Leased
Premises damages arising from any adverse impact on marketing of
space, and sums paid in settlement of claims, attorneys' fees at
all tribunal levels and whether or not suit is instituted,
consultant fees and expert fees) which arise during or after the
lease term as a result of Tenant's breach of the obligations
stated in the preceding sentence, or if the presence of Hazardous
Material on the Leased Premises caused or permitted by Tenant
results in contamination of the Leased Premises, or if
contamination of the Leased Premises by Hazardous Material
otherwise occurs for which Tenant is legally liable to Landlord for
damage resulting therefrom. This indemnification of Landlord by
Tenant includes, without limitation, costs incurred in connection
with any investigation of site conditions or any clean-up,
remedial, removal or restoration work required by any federal,
state or local governmental agency or political subdivision because
of Hazardous Material present in the soil or groundwater on or
under the Leased Premises. Without limiting the foregoing, if the
presence of any Hazardous Material on the Leased Premises caused
or permitted by Tenant results in any contamination of the Leased
Premises, Tenant shall promptly take all actions at its sole
expense as are necessary to return the Leased Premises to the
condition existing prior to the introduction of any such hazardous
Material to the Leased Premises; provided that Landlord's approval
of such actions shall first be obtained, which approval shall not
be unreasonably withheld so long as such actions would not
potentially have any material adverse long-term or short-term
effect on the Leased Premises. Landlord may cause environmental
audits of the Leased Premises to be conducted during the Lease
Term and Tenant will pay the cost on request.
As used herein, the term "Hazardous Material" means any
hazardous or toxic substance, material or waste which is or becomes
regulated by any local governmental authority, the State of Florida
or the United States Government. The term "Hazardous Material"
includes, without limitation, any material or substance which is
(i) defined as a "hazardous waste", under Section 403.703 (21),
Florida Statutes (1987); (ii) defined as a "hazardous substance"
under Section 403.703 (29) Florida Statutes (1987); (iii) defined
as a "toxic or otherwise hazardous substance" under Section 403.771
(2) (c), Florida Statutes (1987); (iv) defined as a "toxic
substance" under Section 442.102 (21), Florida Statutes (1987); (v)
petroleum; (vi) asbestos; (vii) defined as a "hazardous substance"
under Section 501.065 (5), Florida Statutes (1987); (viii)
designated as a "hazardous substance" pursuant to Section 311 of
the Federal Water Pollution Control Act (33 U.S.C. ~ 1317); (ix)
defined as a "hazardous waste" pursuant to Section 1004 of the
Federal Resource Conservation and Recovery Act, 42 U.S.C. ~ 6901
et seq. (42 U.S.C.
substance" pursuant
§ 6903); or (x) defined as a "hazardous
to Section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act, 42, U.S.C.
§ 9601 et seq. (42 U.S.C.§ 9601).
19. Prevention of Use of the Premises. If, after the
effective date of this Lease, the Tenant is precluded or prevented
from using the Leased Premises for those specific purposes
identified in paragraph 8 of this Lease, by reason of any zoning
law, ordinance or regulation of any authority having jurisdiction
over the leased premises and such prohibition shall continue for a
period in excess of ninety (90) consecutive days, the Landlord may
allow the Tenant to terminate this Lease.
20. Landing Fees. Landing or any other type of use of runway
fees are specifically prohibited by this Agreement, so long as all
other Tenants of the property owned by the Landlord located at the
Airport are prohibited from charging any such fees, as the use of
the Airport is for the general public. Nothing in this Lease shall
act to prohibit the Landlord from charging such fees as it deems
necessary or desirous.
21. Government Seizure.
Government, or any agency or
In the event the United States
subdivision thereof, at any time
during the term of this Lease takes over the operation or use of
the airfield and/or Airport which results in the Tenant being
unable to operate under the terms of the Lease, then the Lease may
be extended upon mutual agreement of the Tenant and the Landlord
for an additional period equal to the time the Tenant has been
24
deprived of the value of this Lease.
If the duration of the
seizure exceeds ninety (90) consecutive days, the Landlord, at the
Landlord's sole discretion, may terminate this Lease.
22. Eminent Domain. Tenant hereby waives any claim of loss
or damage to Tenant or right or claim to any part of the award
as the result of the exercise of the power of eminent domain of any
governmental body, whether such loss or damage results from
condemnation of part or portion of the Leased Premises or any part
or portion of the Property. Such exercise shall not void or impair
the Lease unless the taking is to such an extent that it is
impracticable for the Tenant to continue the operation of its
business on the Leased Premises and upon the happening of such
event the Lease shall cease and possession terminate as of the date
of being required by condemning authority. Nothing herein shall
prevent the Landlord from seeking any and all damages sustained
from the condemning authority by reason of the exercise of power of
eminent domain. Tenant shall have no claim against Landlord or the
condemning authority for the value of any expired terms of this
Lease or otherwise.
23. Events of Default. As used in this Lease, the term,
"event of default", shall mean any of the following:
(1) The failure of the Tenant to perform or abide by any
term, provision, covenant, agreement, undertaking, obligation or
condition of this Lease.
25
(2) The Tenants failure to pay any consideration,
Landlord, required by this Lease;
(3) The taking of the leasehold interest
hereunder pursuant to an execution on a judgment;
(4)
Leased
Landlord;
(5)
to the
of the Tenant
The Tenants abandonment of any substantial portion of the
Premises. "Abandonment" shall be determined by the
The filing of a petition by or against the Tenant for
adjudication as a bankrupt for or insolvent, under any provisions
of applicable federal or state bankruptcy or insolvency laws, or an
admission that it cannot meet its financial obligations as they
become due, or the appointment of a receiver or trustee for all or
substantially all of the assets of Tenant.
(6) The Tenant or any guarantor of the Tenant's obligations
hereunder shall make a transfer in fraud of creditors or shall make
an assignment for the benefit of creditors;
(7) Any act of Tenant or Tenant's agents, representatives or
employees which results in a lien being filed against the leased
premises or the property which is not released of record within
thirty (30) days of the date it is initially recorded in the Public
Records of Indian River County. Each party covenants and agrees
that it has no power to incur any indebtedness giving a right to a
lien of any kind or character upon the right, title and interest
of the other party in and to the property covered by this Lease,
and that no party in and to the property covered by this Lease, and
26
that no third person shall ever be entitled to any lien, directly
or indirectly, derived through or under the other party, or its
agents or servants, or on account of any act of omission of said
other party. All persons contracting with the Tenant or furnishing
materials or labor to said Tenant, or to its agents or servants, as
well as all persons whomsoever, shall be bound by this provision of
this Lease. Should any such lien be filed, the Tenant shall
discharge the same or by filing a bond, or otherwise, as permitted
by law. The Tenant shall not be deemed to be the agent of the
Landlord so as to confer upon a laborer bestowing labor upon the
leased premises, a mechanic's lien upon the Landlord's estate under
the provisions of the Florida Statutes, or any subsequent revisions
thereof;
(8) The liquidation, termination, dissolution or (if the
Tenant is a natural person) the death of the Tenant or all
Guarantors of the Tenant's obligations hereunder;
(9) The Tenant's failure for more than one hundred twenty
(120) consecutive days, to continuously conduct and carry on in
good faith the type of business for which the Leased Premises are
leased;
(10) The submission, by the Tenant more than two times during
the Lease term, of a statement of aviation fuel sales that
understates actual such sales by five percent (5%) or more;
Upon the happening of any "event of default", the Landlord may,
at its option, terminate this Lease and expel the Tenant therefrom
27
without prejudice to any other remedy; provided, however, that
before the exercise of such option for failure to pay rent or
failure to perform any condition imposed herein upon the Tenant,
the Landlord shall give written notice of such event of default to
the Tenant, which thereafter shall have thirty (30) days, from the
date notice is sent by the Landlord, within which to remedy or
correct such default, unless such default is the failure to pay
rent, in which case the Tenant shall have ten (10) days, from the
date notice is sent by the Landlord, within which to remedy such
default by paying all rent due.
24. Identity of Interest. The execution of this Lease or the
performance of any act pursuant to the provisions hereof shall not
be deemed or construed to have the effect of creating between the
Landlord and the Tenant the relationship of principal and agent or
of a partnership or of a joint venture and the relationship between
them shall be and remain only that of landlord and tenant.
25. Notices and Reports. Any 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
'IITi th postage prepaid) to the other party at the address given
below:
Landlord: City of Sebastian
28
Attn: City Manager
1225 Main Street
Sebastian, FL 32958
Tenant: Skydive Sebastian of South Florida, Inc.
400 Airport Drive West
Sebastian, FL 32958
provided, however, that either party may designate a different
representative or address from time to time by giving to the other
party notice in writing of the change. Tenant shall promptly pay all
rentals and other charges and render all statements herein
prescribed at Landlord's Address, as set forth above, or to such
other person or corporation, and at such other place, as may be
designated from time to time by Landlord in writing. If Landlord
shall pay any monies or incur any expenses in correction of any
violation of any covenant, undertaking, or agreement of Tenant as
is set forth in this Lease, the amounts so paid or incurred shall,
at Landlord's option and on notice to Tenant, be considered
additional rent payable by Tenant with the next installment of rent
thereafter to become due and payable and may be collected or
enforced as by law provided in respect to payment of rent. Ail
payments due under this Lease shall be made, at Landlord's option,
in cash (United States currency) or by cashier's check issued by a
national banking association located in Indian River County; all
checks shall be received subject to clearance.
26. Right to inspect. The Landlord may enter the leased
premises upon reasonable notice:
(a) To inspect or protect the leased premises or any
improvement to a property location thereon;
(b) To determine whether the Tenant is complying with
the applicable laws, orders or regulations of any lawful authority
having jurisdiction over the leased premises or any business
conducted therein; or
(c) To exhibit the leased premises to any prospective
purchaser or Tenant during the final sixty (60) days of the lease
term, or at any time after either party has notified the other that
the Lease will be terminated for any reason.
No authorized entry by the Landlord shall constitute an
eviction of the Tenant or a deprivation of its rights or alter the
obligation of the Landlord or create any right in the Landlord
adverse to the interest of the Tenant hereunder.
27. Ownership of Trade Fixtures, Signs and Personal Property.
At the expiration of the Lease, any trade fixtures, signs and
personal property used by the Tenant in the operation of its
business, on the leased premises shall remain the Tenant's sole
property and the Tenant shall have the right to remove the same
provided any damages in removal are repaired by the Tenant at
Tenant's sole cost.
In case of breach of this Lease by the Tenant, or the
termination of the Lease, or any extension hereunder, that may be
3o
granted, the Tenant agrees to immediately surrender possession of
said facilities, and all the buildings, edifices, etc. that are
constructed by or on behalf of Tenant. The facilities, buildings,
edifices, etc. shall then become the property of the Landlord.
28. Height Restrictions. The Tenant expressly agrees for
itself, its successors and assigns, to restrict the height of
structures, objects of natural growth and other obstructions on the
leased premises to such a height so as to comply with all Federal
Aviation Regulations, state laws and local ordinances, rules and
regulations now existing and hereinafter promulgated.
The Tenant expressly agrees for itself, its successors and
assigns, to prevent any use of the leased premises which would
interfere with or adversely affect the operation or maintenance of
the Airport or otherwise constitute an airport hazard. The Tenant
covenants and acknowledges that the use of the leased premises as
proposed by the Tenant does not interfere with or adversely affect
the operation or maintenance of the Airport or otherwise constitute
an Airport hazard. The Landlord reserves unto itself, its
successors and assigns, for the use and benefit of the public, a
right of flight for the passage of aircraft in the airspace above
the surface of the Leased Premises, together with the right to
cause in such airspace such noise as may be inherent in the
operation of aircraft, now known or hereafter used, for navigation
or flight in the airspace, and for use of said airspace for landing
31
on, taking off from, or operating on the Airport.
29. 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, marital status, 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
facili ties; (ii) that in the construction of any improvements on,
over or under the leased premises and the furnishing of services
thereon, no person on the grounds of religion, gender, marital
status, race, color or national origin shall be excluded from
participation in, denied the benefits of, or otherwise be subjected
to discrimination; (iii) that the Tenant shall use the premises in
compliance with all other requirements imposed by or pursuant to
Title 49, Code of Federal Regulations, Department of
Transportation, Subtitle A, Office of the Secretary, Part 21,
Nondiscrimination in Federally Assisted Programs of the Department
of Transportation - Effectuation of Title VI of the Civil Rights
Act of 1964, and the Americans with Disabilities Act.
In the event of the breach of any of the above non-
discrimination covenants, the Landlord shall promptly notify the
Tenant, in writing, of such breach and the Tenant shall immediately
commence curative action. Such action by the Tenant shall be
32
diligently pursued to its conclusion, and if the Tenant shall then
fail to commence or diligently pursue action to cure said breach,
the Landlord shall then have the right to terminate this Lease and
to re-enter and repossess said land and improvements thereon.
Landlord represents and warrants that the leased premises is zoned
AI (Airport, Industrial), pursuant to the applicable governmental
ordinances.
30. Skydiver Drop Zone. Landlord hereby grants to Tenant,
its agents, employees and invitees, the right to use the land area
depicted on Attachment "A" hereto, which area is located at the
Sebastian Municipal Airport during the term of this Lease.
The right of use granted hereunder shall be on a
non-exclusive basis and shall be used by Tenant, its agents,
employees and invitees solely for the purposes of a drop zone for
skydiving. Landlord may from time to time promulgate rules and
regulations regulating the use of the drop zone by Tenant and
others, and Tenant hereby agrees for itself, its agents, employees
and invitees to fully abide by all said rules and regulations.
Tenant also agrees that the area may be changed by Landlord
at any time during the term of the Lease and such change shall be
effective when written notice of the change is delivered to Tenant
at its offices at the Sebastian Municipal Airport, which notice
includes an attachment depicting the new drop zone.
Tenant agrees to indemnify and hold Landlord harmless from
33
any and all losses, claims, damages, liabilities or any other
obligations whatsoever imposed or asserted against Landlord which
in any way relate to the right of use granted hereunder or the use
of the drop zone by Tenant, its agents, employees or any of its
invitees. Tenant agrees to maintain the area in a manner that the
area will not create a safety hazard to its agents, employees, and
invitees. This provision shall survive the termination or
cancellation of the Lease.
Tenant's right to use granted herein shall immediately
terminate in the event that Tenant breaches any of the terms of
the Lease, or Tenant or any of its agents, employees, or invitees
fail to abide by the rules and regulations promulgated by the
Landlord.
31.
Additional Rights of Landlord. The Landlord shall have
the option, without waiving or impairing any of its rights
hereunder, to pay any sum or perform any act required of the
Tenant, and the amount of any such payment and the value of any
such performance, together with interest thereon, shall be secured
by this Lease, and shall be promptly due and payable to the
Landlord. Landlord shall have no liability whatsoever for any loss
or damage resulting in any way or manner from such action.
Ail delinquent payments to the Landlord shall bear interest at
the rate of 18% per year from date the payments are due to the date
of payment. Said interest shall be calculated on a daily basis and
34
shall be due and payable when billed.
In the event of the Tenant's breach of any of the provisions
of this Lease, the Landlord shall thereupon have a lien upon all
revenues, income, rents, earnings and profits from the leased
premises as additional security to the Landlord for the Tenant's
faithful performance of each of the terms and provisions hereof,
and to secure payment of all sums owing to the Landlord hereunder.
Such liens shall be superior in dignity to the rights of the Tenant
and any of its creditors or assignees or any trustee or receiver
appointed for the Tenant's property, or any other person claiming
under the Tenant. Upon the Landlord's termination of the Tenant's
rights under this Lease by reason of the Tenant's default, all such
revenues, income, rents, earnings and profits derived or accruing
from the leased premises from the date of such termination by the
Landlord shall constitute the property of the Landlord, and the
same is hereby declared to be a trust fund for the exclusive
benefit of the Landlord and shall not constitute any asset of the
Tenant or any trustee or receiver appointed for the Tenant's
property. The provisions of this paragraph shall be effective
without the Landlord's re-entry upon the leased premises or
repossession thereof, and without any judicial determination that
the Tenant's interest under said lease has been terminated.
The Tenant acknowledges that the Landlord has adopted an Airport
Master Plan and the Tenant covenants that it will use the leased
premises to be consistent with the Airport Master Plan.
The Tenant shall not allow its occupancy or use of the lease
premises to constitute or become a public or private nuisance.
32. Entire Agreement. This Lease contains all of the
understandings by and between the parties hereto relative to the
leasing of the premises herein described, and all prior or
contemporaneous agreements relative thereto have been merged herein
or are voided by this instrument, which may be amended, modified,
altered, changed, revoked or rescinded in whole or in part only by
an instrument in' writing signed by each of the parties hereto.
33. Assignment and Subletting. The Tenant shall not assign
this Lease or sublet the leased premises or any portion thereof, or
otherwise transfer any right or interest hereunder without the
prior written consent of the Landlord, which consent may be
withheld for any reason. If the Landlord consents, in writing, to
the assignment, subletting or other transfer of any right or
interest hereunder by the Tenant, such approval shall be limited to
the particular instance specified in the written consent and the
Tenant shall not be relieved of any duty, obligation or liability
under the provisions of its Lease.
34. Binding Effect. The terms and provisions of this Lease
shall be binding on the parties hereto and their respective heirs,
successors, assigns and personal representatives, and the terms of
any Addendum attached hereto are incorporated herein.
35. Applicable Law/Venue. In the event of litigation
36
arising out of this writing, venue shall be in Indian River County,
Florida and the terms of this Lease shall be construed and enforced
according to the laws of the State of Florida except to the extent
provided by Federal law.
36. Attorneys Fees. In any action arising out of the
enforcement of this writing, the prevailing party shall be entitled
to an award of reasonable attorneys fees and costs, both at trial
and all appellate levels.
37. Time of the Essence.
The Tenant agrees promptly to
perform, comply with and abide by this Lease, and agrees that time
of payment of performance is of the very nature and essence hereof.
38. Recording. In n__o event shall the Lease or a copy thereof
be recorded in the Public Records of Indian River County, Florida.
IN WITNESS WHEREOF, the Parties hereto have set their hands
and seals the day and year first above written.
37
SKYDIVE SEBASTIAN~O~TOF O H CITY OF SEBASTIAN
FLORIDA, IN~ ~ ~// / A Municipal Corporation
/// Existing under the laws of
State of Florida
By:
(Signal/hr~ ~f' R~i ive)
Pursuaht"/~to the limited power of attorney
executed by Andrew Grimwade on July 18, 1996
Thomas W. Frame
City Manager
RATIFICATION
I, Andrew Grimwade, President of Skydive Sebastian of South
Florida, Inc., hereby ratify and affirm the execution of this lease
by Randy Mosby. Mr. Mosby was authorized to bind Skydive Sebastian
of South Florida, Inc., to the terms and conditions of this
pursuant to a limited power of attorney executed by me on July 18,
1996
A~rimwade
President, Skydive Sebastian
of South Florida, Inc.
Approved as to Form and Content:
Valerie F. Settles,
City Attorney
38
EXHIBIT "A"
This Exhibit is part of that certain Lease between the CITY
OF SEBASTIAN and SKYDIVE SEBASTIAN OF SOUTH FLORIDA, INC. dated
for leased premises at the Sebastian Municipal
Airport.
Listed below is the general description of the leased
premises:
FLEMING GRANT THAT CERTAIN PARCEL LYING IN SECTION 29 DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST WESTERLY CORNER OF SAID SECTION 29, RUN SOUTH 44
DEGREES 21 MINUETS 28 SECONDS EAST 818.81 FEET ON THE SOUTHWEST BOUNDARY OF
SECTION 29 TO THE CENTERLINE OF ROSELAND ROAD, THENCE NORTH 04 DEGREES 48
MINUTES 59 SECONDS WEST 514.65 FEET ON SAID CENTERLINE, THENCE NORTH 89
DEGREES 50 MINUTES 46 SECONDS EAST 644.46 FEET, THENCE NORTH 00 DEGREES 09
MINUTES 14 SECONDS WEST 849.00 FEET TO THE POINT OF BEGINNING THENCE NORTH 89
DEGREES 50 MINUTES 46 SECONDS EAST 50 MINUTES 46 SECONDS EAST 425 FEET, THENCE
NORTH 00 DEGREES 09 MINUTES 14 SECONDS WEST 407.00 FEET THENCE SOUTH 89
DEGREES 50 MINUTES 46 SECONDS WEST 425.00 FEET THENCE SOUTH 00 DEGREES 09
MINUTES 14 SECONDS EAST 407.00 FEET TO THE POINT OF BEGINNING
SUBJECT TO A NON-EXCLUSIVE EASEMENT BEING RESERVED TO THE CITY FOR DRAINAGE
PURPOSES ALONG THE NORTHERLY 10 FEET OF THE EASTERLY 195 FEET.
ALL CONTAINING 3.97 ACRES MORE OR LESS.
PARCEL B:
MAINTENANCE EASEMENT
FLEMING GRANT THAT CERTAIN PARCEL LYING IN SECTION 29 DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST WESTERLY CORNER OF SAID SECTION 29, RUN S 44 DEGREES 21
MINUTES 28 SECONDS E A DISTANCE OF 818.81 FEET ON SOUTHWEST BOUNDARY OF
SECTION 29 TO CENTERLINE OF ROSELAND ROD/D, THENCE N 04 DEGREES 48 MINUTES 59
SECONDS W A DISTANCE OF 514.65 FEET ON SAID CENTERLINE, THENCE, N 89 DEGREES
50 MINUTES 46 SECONDS E A DISTANCE OF 644.46 FEET; THENCE N 00 DEGREES 09
MINUTES 14 SECONDS W A DISTANCE OF 849.00 FEET; THENCE N 00 DEGREES 09 MINUTES
14 SECONDS W A DISTANCE OF 92.11 FEET TO THE POINT OF BEGINNING, THENCE N 00
DEGREES 09 MINUTES 14 SECONDS W A DISTANCE OF 79.60 FEET; THENCE N 72 DEGREES
824 MINUTES 54 SECONDS E A DISTANCE OF 87.62 FEET; THENCE S 86 DEGREES 39
MINUTES 37 SECONDS E A DISTANCE OF 94.64 FEET; THENCE S 69 DEGREES 44 MINUTES
03 SECONDS E A DISTANCE OF 49.06 FEET; THENCE S 00 DEGREES 09 MINUTES 14
SECONDS E A DISTANCE OF 62.21 FEET; THENCE S 78 DEGREES 20 MINUTES 32
SECONDS W A DISTANCE OF 49.58 FEET; THENCE N 81 DEGREES 41 MINUTES 01 SECONDS
W A DISTANCE OF 95.75 FEET; THENCE S 72 DEGREES 40 MINUTES 02 SECONDS W A
DISTANCE OF 84.52 FEET TO THE TRUE POINT OF BEGINNING.
CONTAINING 18,213 SQUARE FEET
39
PARCEL C
15' WIDE MAINTEBIANCE EASEI~ZNT
FLEMING GRANT THAT CERTAIN PARCEL LYING IN SECTION 29 DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST WESTERLY CORNER OF SAID SECTION 29, RUN S 44 DEGREES 21
MINUTES 28 SECONDS E A DISTANCE OF 818.81 FEET ON SOUTHWEST BOUNDARY OF
SECTION 29 TO CENTERLINE OF ROSELAND ROAD, THENCE N 04 DEGREES 48 MINUTES 59
SECONDS W A DISTANCE OF 514.65 FEET ON SAID CENTERLINE, THENCE N 89 DEGREES 50
MINUTES 46 SECONDS E A DISTANCE OF 644.46 FEET; THENCE N 001 DEGREES 09
MINUTES 14 SECONDS W A DISTANCE OF 849.00 FEET; THENCE N 89 DEGREES 50 MINUTES
46 SECONDS E A DISTANCE OF 425.00 FEET; THENCE N 00 DEGREES 09 MINUTES 14
SECONDS W A DISTANCE OF 143.64 FEET TO THE POINT OF BEGINNING; THENCE S 89
DEGREES 50 MINUTES 46 SECONDS W A DISTANCE OF 200.96 FEET; THENCE N 00 DEGREES
09 MINUTES 14 SECONDS W A DISTANCE OF 15,000 FEET; THENCE N 89 DEGREES 50
MINUTES 46 SECONDS E A DISTANCE OF 200.96 FEET; THENCE S 00 DEGREES 09
MINUTES 14 SECONDS E A DISTANCE OF 15.00 FEET TO THE TRUE POINT OF BEGINNING.
CONTAINING 3,014 SQUARE FEET
With the non-exclusive Ingress/Egress easement with a legal description
described as:
FLEMING GRANT THAT CERTAIN PARCEL LYING IN SECTION 29 DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST WESTERLY CORNER OF SAID SECTION 29, RUN SOUTH 44
DEGREES 21 MINUETS 28 SECONDS EAST 818.81 FEET ON THE SOUTHWEST BOUNDARY OF
SECTION 29 TO THE CENTERLINE OF ROSELAND ROAD, THENCE NORTH 04 DEGREES 48
MINUTES 59 SECONDS WEST 514.65 FEET ON SAID CENTERLINE, THENCE NORTH 89
DEGREES 50 MINUTES 46 SECONDS EAST 644.46 FEET, THENCE NORTH 00 DEGREES 09
MINUTES 14 SECONDS WEST 849.00 FEET 50 MINUTES 46 SECONDS EAST TO THE POINT
OF BEGINNING; THENCE SOUTH 89 DEGREES 50 MINUTES 46 SECONDS WEST A DISTANCE OF
100.00 FEET; THENCE NORTH 00 DEGREES 09 MINUTES 14 SECONDS WEST A DISTANCE OF
407.00 FEET; THENCE NORTH 89 DEGREES 50 MINUTES 46 SECONDS EAST A DISTANCE OF
100.00 FEET; THENCE SOUTH 00 DEGREES 09 MINUTES 14 SECONDS EAST A DISTANCE OF
407.00 FEET TO THE POINT OF BEGINNING.
4O
Exhibit "B"
This Exhibit "B" is a part of that certain Lease between the
CITY OF SEBASTIAN and SKYDIVE SEBASTIAN OF SOUTH FLORIDA, INC.,
dated for Leased Premises at the Sebastian Municipal Airport.
Listed below are the description of each improvement to be
constructed by Tenant on the leased premises and the required dates
of commencement and dates of completion for each such improvement:
Description of Improvement
Date of
Comalencement
Date of
Completion
40' x 80' Training Building
with Bathroom and Shower
Facilities and 40' X 40'
Concrete Slab
Parking Lot Comprised of
20 Paved Spaces & 6 Grass
Surface Parking Spaces
Stormwater Management
System
On-site Sewage Disposal
System Composed Septic
Tank and Drainfield
Fuel Farm Facilities with
Two 1,200 Gallon Tanks
with Pumping and
Containment Facilities
Within 60 Days
of Execution of
Lease Agreement
Within 60 Days
of Execution of
Lease Agreement
Within 60 Days
of Execution of
Lease Agreement
Within 60 Days
of Execution of
Lease Agreement
Within 180 Days
of Execution of
Lease Agreement
Within 180 Days
of Execution of
Lease Agreement
Within 180 Days
of Execution of
Lease Agreement
Within 180 Days
of Execution of
Lease Agreement
Within 180 Days
of Execution of
Lease Agreement
Within 270 Days
of Execution of
Lease Agreement
4!
"
Exhibit "e"
Site Plan
42
J
DROP
ZONE
SEBASTIAN MUNICIPA3~ AIRPORT
ATTACHMENT "A"
42
TERMINATION OF LEASE
THIS Termination of Lease ("Agreement") is hereby made and
entered into as of this 14th day of August, 1996, by and between the
City of Sebastian, a municipal corporation existing under the laws
of the State of Florida, ("Landlord"), and Charles Clay Price, 1623
U.S. #1, Suite B-4, Sebastian, Florida ("Tenant"). The Landlord and
the Tenant are sometimes collectively referred to herein as the
"Parties" .
W I T N E S S E T H :
WHEREAS, the Landlord is the owner of certain property within
the City of Sebastian, Indian Hiver County, Florida, located at 400
West Airport Drive, Sebastian, Florida ("Property"), which is being
used for the operation of the Sebastian Municipal Airport
("Airport"); and
WHEREAS, portions of the Property are available for use for
those activities consistent with or in support of aviation activity;
and
WHEREAS, Skydive Sebastian of South Florida, Inc. ("Skydive
Sebastian") is currently the sublessee of a portion of the Property
pursuant to a lease between the Landlord and Tenant dated September
29, 1993 ("Original Lease") and a sublease dated February 3, 1995
("Sublease"); and
WHEREAS, the Parties and Skydive Sebastian have agreed to
terminate the Lease and the Sublease concurrent with the date of
execution of this Lease; and
WHEREAS, the Landlord has agreed to lease the property
contained in the Original Lease and the Additional Parcel to Skydive
Sebastian, subject to certain terms and conditions consistent with
or in support of the current aviation use of the Property; and
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter provided, the receipt and sufficiency of which are
hereby acknowledged, the parties have agreed as follows:
1. Recitals. The above recitals are hereby incorporated
herein by this reference.
2. Termination of Lease.
conditions set forth therein,
Subject to the
the Parties hereby
terminate the Original Lease and any and all addenda,
which are attached hereto and incorporated herein
reference as Composite Exhibit "A".
IN WITNESS WHEREOF, the parties hereto have set their hands
and seals the day and year first above written.
terms and
agree to
copies of
by this
CHARLES CLAY PRICE
Approved a~s tQ _Form and .Content:
Valerie F. Settles,
City Attorney
CITY OF SEBASTIAN
Thomas W. Frame
City Manager
Ka'thryn ~. 0'Hal?~:~an "._ L
CMC/AAE i~ ' '~i'~ - ~ ~
ORIGINAL LEASE BETWEEN CHARLES
LAY PRICE AND CITY OF SEBASTIA]~-
LEASE
THIS LEASE, made and entered into this ~. day of~~ ,
1993, by and between the CITY OF SEBASTIAN, a municipal corporation
existing under the laws of the State of Florida, (hereinafter
referred to as the "Landlord"), and Charles Clay Price, an
individual, maintaining his principal office and place of business
in 1623 U.S. #1, Suite B-4, Sebastian, Florida, (hereinafter
referred to as the "Tenant"). The Landlord and the Tenant are
sometimes collectively referred to herein as the "parties".
WITNES SETH :
WHEREAS, the Landlord is the owner of certain property located
in the County of Indian River County,' Florida; and
WHEREAS, the certain property is being used for the operation
of the Sebastian Municipal Airport (hereinafter referred to as the
"Airport"); and
WHEREAS, the certain property is also available for use for
those activities consistent with or in support of aviation activity;
and
WHEREAS, the Landlord has agreed to lease such property to the
Tenant subject to certain terms and conditions consistent with or in
support of the current aviation use of such property; and
WHEREAS, the Tenant desires to lease the said property from the
Landlord, and to that end and in consideration of the premises, and
the covenants, terms and conditions to be performed as set forth
hereinafter; and
.. NOW, THEREFORE, in consideration of the mutual covenants
hereinafter provided, the receipt and sufficiency of which are
hereby acknowledged, the parties have agreed as follows:
1. RECITALS. The above stated recitals are hereby
incorporated by reference in this Lease Agreement.
2. LEASED PREMISES. Subject to the terms and conditions set
forth hereinafter, the Landlord leases hereby to the Tenant and the
Tenant rents hereby from the Landlord that portion of the real
property of the Landlord which is described more particularly on
Schedule "A" annexed hereto and made a part hereof by reference
(hereafter referred to as the "leased premises").
3. TERM OF LEASE. The term of this Lease shall be for a
period of twenty (20) years commencing sixty (60) days after the
date the Tenant executes this Lease and will end on the twentieth
(20th) anniversary of such date. SO..10~ as the Tenant is not in
default of any term, condition or covenant provided in this Lease
Aqreement ..... including any addendum hereto~ the Tenant shall have the
option to renew this Lease for one Fl) additional twenty. (20~ year
term (the ~!QDtion Term") by Drovidinq the Landlord with written
notice of the Tenant's decision to exercise his option no less than
one hundred eiqht¥ ClSQ) days and no more than two hundred ten (2!0~
dav~._Drior to the expiration of the initial term of. this Lease. All
ot~er provisions of this Lease AGreement shall aDplv durin~ the
Option Term; provid~ however, the vearl~ rent during the O~tion
Term shall be in an amount determi~gd by the Landlor~..~y and throuqh
the City Council of the cit~._..Qf Sebastian, inclu~inq the.~gthodfor
calculating annual adjustments thereto.
~. 4.. RENT. The partieM ag~%e that the rent, payable by the
Tenant, during the term of this Lease shall be as follows:
(a) For the leased premises the yearly rent shall be one
thousand two hundred dollars ($1,200.00) per acre. The Landlord
recognizes that the purchasing power of the United States dollar is
evidenced by the United States Department of Labor, Bureau of Labor
Statistics, Index of Consumer Prices. In July of 1996, 2001 and
every five years thereafter the Landlord will compare the base price
index for December of 1991 and the yearly rent amount shall be
increased (or decreased) on December 1, 1996, and every five years
thereafter in the same proportion as said July index has increased
(or decreased) over (or under) the price index for December, 1991,
or for December, five years earlier. In no event, however, shall
the rent decrease below the sum of $1,200 per acre.
(b) In addition to the rental amount, the Tenant shall
pay Florida sales tax, if applicable.
(c) The above rental for the leased premises shall be
payable in advance, in monthly installments, commencing from the
date of commencement of this Lease, as described in Section 2
(above) and on a like day of every month thereafter during the term
of this Lease.
5. FUEL FLOWAGE FEE.
(a) In addition to the rent due hereunder, the Tenant and
any sublessee of Tenant, shall also pay to the Landlord the
following sums, which shall not be rent for the leased premises, but
shall be collected by the Landlord from the Tenant, and any
sublessee of the Tenant, at the time of delivery at the Airport:
3
Two cents per gallon on all aviation fuels delivered t~'
the Tenant, or to any sublessee of the Tenant, at the Airport (the
preceding charge per gallon shall be subject to change at any time
by Landlord as determined by resolution of the City Council of
Sebastian. Such change shall become effective immediately upon
delivery of written notice thereof to Tenant).
(b) The Tenant and any sublessee of the Tenant shall
furnish to the Landlord written detailed monthly statements showing
the total amount of aviation fuels delivered to the Tenant, or any
sublessee of the Tenant, at the Airport. Said statements shall be
furnished no later than the 15th day of each month during the time
this Lease shall be in force. The Tenant agrees, both on behalf of
itself and any sublessee of the Tenant, that said amounts may be
collected by the Landlord from the Tenant, or any sublessee of the
Tenant, in the same manner as rent.
(c) The monthly statements referred to in the foregoing
subparagraphs pertain only to operations conducted at the Airport
and exclude any operations of the Tenant, or any sublessee of the
Tenant, conducted at other locations.
(d) The Tenant, or any sublessee of the Tenant, shall
further retain upon the leased premises all delivery bills, invoices
and related records pertaining to all aviation fuels delivered to
the Tenant, or to any such sublessee, and shall produce and make
available such books and records upon request by the Landlord for
the purpose of auditing payments to the Landlord as provided
hereinabove. Such books, records and other documents shall be made
available for inspection to representatives of the Landlord within
15 days of written notice to the Tenant or any sublessee of the
.'Teqant. If said inspection,T~ev~91s that payments to the Landiord
are in error, by more than 2%, then Tenant shall pay the additional
amount owing to Landlord plus all costs of said inspection.
6. IMPROVEMENTS TO THE PREMISES. The Landlord acknowledges
that the Tenant is leasing the premises for the purposes described
in Paragraph 7 below, and that in order to utilize the leased
premises for this purpose, it will be necessary to erect thereon a
building and other improvements, to be constructed by the Tenant
upon the leased premises at the Tenant's sole cost and expense and
to comply with all applicable rules, laws, regulations and
requirements pertaining thereto.
(a) The Tenant shall have the right to use the leased
premises for any lawful purpose associated with the use of aircraft
and/or an airport to the extent described in Section 7 hereof, and
shall have the right to construct upon the leased premises any
buildings or other structures that may be proper for such use,
provided any such buildings or structures do not in any way curtail
the use of the airport facilities in their usual operations and
provided further that any such buildings or structures are
approved, in writing, by the Sebastian City Council and the FAA
prior to commencement of any construction. The Tenant covenants and
agrees that all such construction shall be in accordance with the
local and state codes, regulations and requirements as well as in
accordance with all requirements of the Federal Aviation
Administration ("FAA").
(b) The Tenant shall indemnify, defend and hold the
Landlord harmless from any claims, losses, damages or liens arising
out of the construction of any such buildings or structures.
';
(c) Ail improvements to the leased premises shall, upon
termination of this Lease for any reason, become the sole property
of the Landlord without any further consideration from Landlord to
Tenant. 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. The Tenant agrees that all improvements shall, upon
the termination of this Lease for any reason, be free and clear of
all encumbrances, liens, and title defects of any kind.
(d) In the event the Tenant is prohibited from obtaining
a building permit or license to construct the improvements described
below, within ninety (90) days from the date hereof, from the
appropriate governmental authorities having jurisdiction over the
leased premises, for reasons not caused by and beyond the control of
the Tenant, this Lease shall be null and void and the Landlord and
the Tenant shall have no obligation toward each other except as
otherwise provided herein.
(e) Attached hereto as Schedule "B" is a description of
all improvements to be constructed on the leased premises by Tenant,
including the date of commencement and completion required for each
improvement. In the event that such improvements are not commenced
on--the applicable date set forth in Schedule "B", and thereafter
completed on the applicable date set forth in Schedule "B", Landlord
shall have the option to terminate this Lease and have no further
obligations to Tenant hereunder. Such option shall be exercised
within a reasonable time by written notice to Tenant.
' 7.' USE OF LEASED PREMISES. The Tenant agrees that no use of
the leased premises will be conducted in such a manner as to
constitute a nuisance or a hazard and that, in connection with the
use of the leased premises, the Tenant will observe and comply with
all applicable laws, ordinances, orders and regulations prescribed
by lawful authorities having jurisdiction over the leased premises.
The Tenant agrees that the leased premises shall be used by the
Tenant solely for the following purposes or uses:
The operation of aviation facility includinq....a p~rachute center,
maintenance operation~.~d an apron area. The following activities
shall be allowed when city approved facilities are constructed.
aircraft hangars, aircraft Darkin~ facility and fuel farm.
Any use of the leased premises other than those specifically
stated above are expressly prohibited. No other use may be
conducted by the Tenant without the express written consent of the
Such consent may be withheld by the Landlord for any
Landlord.
reason.
8.
REPAIRS ..AND. ALTERATIONS. The Landlord shall not be
obligated to maintain or repair the leased premises or any
improvements located or any part hereof thereon during the lease
term or any renewal thereof.
-- The Tenant agrees, at its sole cost and expense, to maintain
all of the improvements, including, but not limited to, buildings
(and all parts thereof) and the parking and service areas located on
the leased premises, in a good state of maintenance and repair and
to keep the leased premises in a clean, neat and orderly condition
in accordance with local ordinances, including but not limited to,
the ~ebastian Land Developme~ ~Ode
standards ordinances.
and all
other . co .mm~unifty ',
Upon obtaining the prior written consent of the Landlord, which
consent may be withheld for any reason, the Tenant, upon completion
of the original improvements, at its sole cost and expense, may
erect such additional improvements on the leased premises as it
deems appropriate and may make such alterations or major renovations
to the existing improvements as it deems appropriate, provided,
however, that such alterations or renovations shall not disturb the
structural integrity of such existing improvements, and provided
that the alterations or renovations shall comply with all applicable
governmental regulations.
The Tenant shall indemnify, defend and hold the Landlord
harmless from any claims, losses, damages or liens arising out of or
in any way connected with such additions or renovations.
9. UTILITIES. The Tenant shall be responsible for all costs
of electricity, lights, water, sewer, heat, janitor service or any
other utility or service consumed in connection with the leased
premises. The Landlord shall have no liability for the failure to
procure or the interruption of any such services or utilities.
10. SIGNS. The Tenant shall have the right to erect and
maintain such sign or signs on the premises as may be permitted by
applicable law; provided, however, the Landlord must approve any
such signs in writing prior to erection. The Landlord may impose
any reasonable restrictions as, in the sole discretion of the
Landlord, are deemed necessary.
11. TAXES. The Tenant shall pay during the Lease term all ad
valorem taxes, assessments or any other governmental charge levied
o'r assessed against the le~se~,.premises (including the ~enant's
leasehold by the appropriate governmental authorities), together
with all ad valorem taxes assessment or other governmental charge
levied against any stock of merchandise, furniture, furnishings,
equipment and other property located in, or upon the leased
premises. Ail shall be paid by the Tenant on a timely basis and
receipts therefor shall be provided to the Landlord upon request.
12. INSURANCE. The Tenant shall provide and keep in force, at
its own expense, during the term of this Lease, public liability and
property damage insurance coverage with respect to the leased
premises, including those portions of the said premises used for
driveways, walkways, and parking areas. The insurance coverage to
be maintained by the Tenant shall contain limits of not less than
$500,000.00 for injury or death of any one person and $1,000,000.00
for injury or death for any one accident, together with $500,000.00
for damage to property. (Tenant agrees that Landlord may alter the
minimum amounts stated in the preceding sentence during the term of
this Lease by resolution of the City Council of the City of
Sebastian. Landlord will give written notice of any such change to
Tenant, and such changes will take effect immediately.) Any policy
or policies of insurance required pursuant to this Lease shall be
issued by one or more insurance companies authorized to engage in
business in the State of Florida and which have a rating of at least
A+ by A.M. Best and Company and at least an AA rating by both
Moody's and Standard and Poors. The Tenant shall supply the
Landlord with a certificate of such insurance with evidence of the
payment of the premium thereon. All policies described in this
Section 12 shall contain a clause preventing cancellation of any
9
coverage before thirty (30) daYl1l:writ:ten 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.
13. FIRE AND EXTENDED COVERAGE INSURANCE. The Tenant shall,
at its sole cost and expense, procure and keep in effect such
standard pOlicies of fire and extended coverage insurance as the
Landlord deems necessary and appropriate. Upon request, the Tenant
shall provide to the Landlord a certificate of such insurance with
evidence of the payment of the premium therefor. The Landlord shall
have no obligation to keep the buildings and improvements on the
leased premises insured nor shall the Landlord have any obligation
to insure any personal property used in connection with the leased
premises. Any policy or policies of insurance required pursuant to
this Lease shall be issued by one or more insurance companies
authorized to engage in business in the State of Florida and which
have a rating of at least A+ by A.M. Best and Company and at least
an AA rating by both Moody's and Standard and Poors. All policies
described in this section 13 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.
14. DAMAGE OR DESTRUCTION OF IMPROVEMENTS BY FIRE OR OTHER
CASUALTY. In the event the building and/or other improvements
erected on the premises are destroyed or damaged by fire or other
casualty, the Tenant, at its option, agrees that it will cause said
building and/or other improvements to be replaced or said damage to
10
,be repaired as rapidly as practicable. The Landlord may abate'~he
, . . ~
Tenant's rent for the period of time more than 80% of the principal
building, if any, is unusable.
In the event the Tenant elects to
repair and/or replace the building and other improvements on the
leased premises, the Landlord shall have no claims against any
insurance proceeds paid to the Tenant on account of such damage
and/or destruction nor shall the Landlord have any responsibility or
obligation to make any expenditures toward the repair and/or
replacement of the building and other improvements on the leased
premises.
Provided, however, that all repaired and/ or replaced
building and other improvements are repaired/replaced in a manner
equal to or better than the building/improvement being repaired or
replaced.
(a) If the Tenant, under its option, elects not to
repair and/or replace the building and improvements upon the
leased
premises,
the
Landlord
shall
have
two
options:
1. To continue to Lease; if the Landlord elects to
continue the Lease, the Landlord shall be entitled to any
of the insurance proceeds on account of such damage and/or
destruction, such proceeds to be the sole property of the
Landlord; or
2. To cancel the Lease; if the Landlord elects to
cancel the Lease, the Landlord shall be entitled to that
portion of the insurance proceeds paid as a result of such
damage and/or destruction to the building and other
improvements on the leased premises, the Tenant shall be
entitled to the remainder, if any, of the insurance
proceeds.
11
(b) In the event the ena , under its option, elects ~ot
to repair and/or replace the building and improvements upon the
leased premises, the Tenant shall, at its sole expense, remove all
remaining portions of the damaged or destroyed building and
improvements and all rubble or debris resulting therefrom.
15. INDEMNIFICATION. The Tenant agrees hereby to defend,
indemnify and save the Landlord harmless from any and all actions,
demands, liabilities, claims, losses or litigation arising out of or
connected with the Tenant's occupancy or use of the leased premises
and the use of the leased premises bv tenant's aqents,
and invitees, including all attorney's fees incurred by the Landlord
in defending any such claims. This Section 15 shall survive the
termination or cancellation of the Lease.
16. ENVIRONMENTAL MATTER~. The Tenant hereby agrees to
indemnify, defend and hold the Landlord harmless from and against
any and all claims, lawsuits, losses, liabilities, damages, and
expenses (including, without limitation, clean-up costs and
reasonable attorney's fees) resulting directly or indirectly from,
out of or by reason of (i) any hazardous or toxic materials,
substances, pollutants, contaminants, petroleum products,
hydrocarbons or wastes being located on the property and being
caused by the Tenant or its sub-Tenants. This Section 16 shall
survive the termination or cancellation of the Lease.
17. PREVENTION OF USE....Q~......T.~E PREMISES. If, after the
effective date of this Lease, the Tenant is precluded or prevented
from using the leased premises for those specific purposes
identified in Section 6 of this Lease, by reason of any zoning law,
12
.ordinance or regulation of ~ny ~uthority having jurisdiction oyer
the leased premises and such prohibition shall continue for a period
in excess of ninety (90) consecutive days, the Landlord may allow
the Tenant to terminate this Lease. The right to terminate this
Lease must be granted by the Landlord, in writing, before the Tenant
shall be released from its obligations under the terms of this
Lease.
18. LANDING FEES. Landing or any other type of use of runway
fees are specifically prohibited by this Agreement, so long as all
other tenants of the property owned by the Landlord located at the
Airport are prohibited from charging any such fees, as the use of
the Airport is for the general public. Nothing in this Lease shall
act to prohibit the Landlord from charging such fees as it deems
necessary or desirous.
19. GOVERNMENT SEIZURE. In the event the United States
Government, or any agency or subdivision thereof, at any time during
the term of this Lease takes over the operation or use of the
airfield and/or Airport which results in the Tenant being unable to
operate under the terms of the Lease, then the Lease may be extended
upon mutual agreement of the Tenant and the Landlord for an
additional period equal to the time the Tenant has been deprived of
the value of this Lease. If the duration of the seizure exceeds
ninety (90) consecutive days, the Landlord, at the Landlord's sole
discretion, may terminate this Lease.
20. EMINENT DOMAIN. If all or any part of the leased premises
shall be taken under a power of eminent domain, the compensation or
proceeds awarded for the taking of the land, building and/or
improvements on the leased premises shall belong to the Landlord.
13
If the taking is to such an ~xtent that it is impract~cabl~ flor
the Tenant to continue the operation of its business on the leased
premises, the Lease, at the option of the Landlord, may be
terminated.
Nothing herein shall prevent the Landlord and/or the Tenant
from seeking any and all damages sustained from the condemning
authority by reason of the exercise of the power of eminent domain.
21. DEFAULT BY TENANT. As used in this Lease, the term,
"event of default", shall mean any of the following:
(a) The failure of the Tenant to fulfill any duty or
obligation imposed on the Tenant by the Lease;
(b) The appointment of a receiver or the entry of an
order declaring the Tenant bankrupt or the assignment by the Tenant
for the benefit of creditors or the participation by the Tenant in
any other insolvency proceeding;
(c) The Tenants failure to pay any consideration, to the
Landlord, required by this Lease;
(d) The taking of the leasehold interest of the Tenant
hereunder pursuant to an execution on a judgment;
(e) The Tenants abandonment of any substantial portion of
the leased premises. "Abandonment" shall be determined by the
Landlord;
hereunder,
bankrupt,
(f) The Tenant or any guarantor of Tenant's obligations
filing a petition for bankruptcy or being adjudged
insolvent, under any applicable federal or state
bankruptcy or insolvency law, or admit that it cannot meet its
financial obligations as they become due, or a receiver or trustee
14
: ~hall be appointed for all ,or substantially all of the asset~, of
Tenant or any Tenant's obligations hereunder;
(g) The Tenant or any guarantor of the Tenant's
obligations hereunder shall make a transfer in fraud of creditors or
shall make an assignment for the benefit of creditors;
(h) The Tenant shall do or permit to be done any act
which results in a lien being filed against the leased premises or
the property which is not released of record within thirty (30) days
of the date it is initially recorded in the Public Records of Indian
River County;
(i) The liquidation, termination, dissolution or (if
the Tenant is a natural person) the death of the Tenant or all
Guarantors of the Tenant's obligations hereunder;
(j) The Tenant fails for more than one hundred twenty
(120) consecutive days to continuously conduct and carry on in good
faith the type of business for which the leased premises are leased;
(k) The Tenant submits, more than two times during the
Lease term, a statement of aviation fuel sales that understates
actual such sales by five percent or more;
(1) The Tenant shall be in default of any other term,
provision or covenant of this Lease, other than those specified in
subparts a through k above.
Upon the happening of any "event of default", the Landlord may,
at its option, terminate this Lease and expel the Tenant therefrom
without prejudice to any other remedy; provided, however, that
before the exercise of such option for failure to pay rent or
failure to perform any condition imposed herein upon the Tenant, the
Landlord shall give written notice of such event of default to the
15
~enan~c, which thereafter shall h~ve .thirty (30) days, from the. date"
notice is sent by the Landlord, within which to remedy or correct
such default, unless such default is the failure to pay rent, in
which case the Tenant shall have ten (10) days, from the date notice
is sent by the Landlord, within which to remedy such default by
paying all rent due.
22. IDENTITY OF INTEREST. The execution of this Lease or the
performance of any act pursuant to the provisions hereof shall not
be deemed or construed to have the effect of creating between the
Landlord and the Tenant the relationship of principal and agent or
of a partnership or of a joint venture and the relationship between
them shall be and remain only that of landlord and tenant.
23. NOTICES AND REPORTS. Any 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:
Landlord:
Tenant:
City of Sebastian
Attn: City Manager
1225 Main Street
Sebastian, FL 329~8
Guarantors: N/A
provided, however, that either party may designate a different
representative or address from time to time by giving to the other
party notice in writing of the change. Rental payments to the
16
Landlord shall be made by tpe T~nant at an address to be Lurni~hed
,
to the Tenant.
24.
RIGHT TO INSPECT.
The Landlord may enter the leased
premises upon reasonable notice:
(a) To inspect or protect the leased premises or any
improvement to a property location thereon;
(b) To determine whether the Tenant is complying with the
applicable laws, orders or regulations of any lawful authority
having jurisdiction over the leased premises or any business
conducted therein; or
(c) To exhibit the leased premises to any prospective
purchaser or tenant during the final sixty (60) days of the lease
term, or at any time after either party has notified the other that
the Lease will be terminated for any reason.
No authorized entry by the Landlord shall constitute an
eviction of the Tenant or a deprivation of its rights or alter the
obligation of the Landlord or create any right in the Landlord
adverse to the interest of the Tenant hereunder.
25. OWNERSHIP OF TRADE FIXTURES. SIGNS AND PERSONAL PROPERTY.
At the expiration of the Lease, any and all trade fixtures, signs
and personal property, used by the Tenant in the operation of its
busJness, on the leased premises shall remain the Tenant's sole
property and the Tenant shall have the right to remove the same
provided any damages in removal are repaired by the Tenant at
Tenant's sole cost.
In case of breach of this Lease by the Tenant, or the
termination of the Lease, or any extension hereunder, that may be
17
granted,
the Tenant agrees to j..!iuneqi:ately surrender possessi'Qn o'f
, ,
said facilities, and all the buildings, edifices, etc. that are
constructed by or on behalf of Tenant.
The facilities, buildings,
edifices, etc. shall then become the property of the Landlord.
26. RESERVED.
27. RESERVED.
28.
HEIGHT RESTRICTIONS.
The Tenant expressly agrees for
itself, its successors and assigns, to restrict the height of
structures, objects of natural growth and other obstructions on the
leased premises to such a height so as to comply with all Federal
Aviation Regulations, State laws and local ordinances, rules and
regulations now existing and hereinafter promulgated.
The Tenant expressly agrees for itself, its successors and
assigns, to prevent any use of the leased premises which would
interfere with or adversely affect the operation or maintenance of
the Airport or otherwise constitute an airport hazard.
The Tenant
covenants and acknowledges that the use of the leased premises as
proposed by the Tenant does not interfere with or adversely affect
the operation or maintenance of the Airport or otherwise constitute
an airport hazard.
The Landlord reserves unto itself, its
successors and assigns, for the use and benefit of the public, a
right of flight for the passage of aircraft in the airspace above
--
the surface of the leased premises, together with the right to cause
in such airspace such noise as may be inherent in the operation of
aircraft, now known or hereafter used, for navigation or flight in
the airspace, and for use of said airspace for landing on, taking
off from, or operating on the Airport.
29.
NONDISCRIMINATION.
The Tenant for itself, its personal
18
'representatives, successors in i~terest and assigns, as part of 'the
, ~ , . ...
, ,r
consideration hereof, does hereby covenant and agree as a covenant
running with the land that (i) no person on the grounds of religion,
gender, marital status, 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
thereon, no person on the grounds of religion, gender, marital
status, race, color or national origin shall be excluded from
participation in, denied the benefits of, or otherwise be subjected
to discrimination; (iii) that the Tenant shall use the premises in
compliance with all other requirements imposed by or pursuant to
Title 49, Code of Federal Regulations, Department of Transportation,
subtitle A, Office of the Secretary, Part 21, Nondiscrimination in
Federally Assisted Programs of the Department of Transportation-
Effectuation of Title VI of the civil Rights Act of 1964.
In the event of the breach of any of the above non-
discrimination covenants, the Landlord shall promptly notify the
Tenant, in writing, of such breach and the Tenant shall immediately
commence curative action.
Such action by the Tenant shall be
diligently pursued to its conclusion, and if the Tenant shall then
fail to commence or diligently pursue action to cure said breach,
the Landlord shall then have the right to terminate this Lease and
to re-enter and repossess said land and improvements thereon.
30.
ENTIRE AGREEMENT.
This Lease contains all of the
understandings by and between the parties hereto relative to the
19
'.' r'
leasing of the premises herein described, and all prior or
contemporaneous agreements relative thereto have been merged herein
or are voided by this instrument, which may be amended, modified,
altered, changed, revoked or rescinded in whole or in part only by
an instrument in writing signed by each of the parties hereto.
31. ASSIGNMENT AND SUBLETTING. The Tenant shall not assign
this Lease or sublet the leased premises or any portion thereof, or
otherwise transfer any right or interest hereunder without the prior
written consent of the Landlord, which consent may be withheld for
any reason. If the Landlord consents, in writing, to the
assignment, subletting or other transfer of any right or interest
hereunder by the Tenant, such approval shall be limi ted to the
particular instance specified in the written consent and the Tenant
shall not be relieved of any duty, obligation or liability under the
provisions of its Lease.
32. BINDING EFFECT. The terms and provisions of this Lease
shall be binding on the parties hereto and their respective heirs,
successors, assigns and personal representatives, and the terms of
any Addendum attached hereto are incorporated herein.
33. APPLICABLE LAW/VENUE. In the event of litigation arising
out of this writing, venue shall be in Indian River County, Florida
and the terms of this Lease shall be construed and enforced
according to the laws of the State of Florida except to the extent
provided by Federal law.
34. ATTORNEYS FEES. In any action arising out of the
enforcement of this writing, the prevailing party shall be entitled
20
'.
.to' an award of reasonable attorneys fees and costs, both ';'t trial
and all appellate levels.
35.
RECORDING.
In TIQ event shall the Lease or a copy thereof
be recorded in the Public Records of Indian River County, Florida.
IN WITNESS WHEREOF, the parties hereto have set their hands
and seals the day and year first above written.
~
- / /
C ,,~/ / /
',A:' .C~4Yk~
Charles Clay ~ice,
Individually
CITY OF SEBASTIAN
A Municipal Corporation
existing under the laws
of, Florida
~~In.DIi~~~
Kathryn M. O'Halloran
Acting City Manager
AT'llEST:
\ / /- '/;1 .
j'...A ."" ." 1.
'" 'r(I.. " / _
,~,-.....,:'-i ~~. '. ;
Sally 11. Maio
Deputy City Clerk
and
Charles Ian Nash
city Attorney
21
SCHEDULE "A"
This Schedule is a part of that certain
OF SEBASTIAN and Charles clay Price dated
premises at the Sebastian Municipal Airport.
L~se between
Cf/':"'1/-1:>' for
,
the CITY
leased
Listed below is the general description of the leased premises.
The three acre parcel contigious to the Sebastian Aero
Services, west of the 4/13 taxiway and north of Sebastian Aero,
particular description to follow.
Fleming Grant that certain parcel lying in Section 29
described as follows: beginning at the most westerly corner of
said section 29, run south 44 degrees 21 minutes 28 seconds
east 818.81 feet on southwest boundary of section 29 to
centerline of Roseland Road, thence north 04 degrees 48 minutes
59 seconds west 514.65 feet on said centerline thence north 89
degrees 50 minutes 46 seconds east 644.46 feet, thence north 00
degrees 09 minutes 14 seconds west 849.00 feet to true point of
beginning, thence north 89 degrees 50 minutes 46 seconds east
425.00 feet to a point which lies 75.00 feet west of the
centerline of an existing airport taxiway, thence north 00
degrees 09 minutes 14 seconds west 307.00 feet, thence south 89
degrees 50 minutes 46 seconds west 425.00 feet, thence south 00
degrees 09 minutes 14 seconds east 307.00 feet to true point of
beginning.
contains 3 acres more or less.
Less and except Parcel B & C whose legal description is
respectively described as:
Parcel B
Fleming Grant that certain parcel lying in Section 29
described as follows: beginning at the most westerly corner of
said Section 29, run S 44 degrees 21 minutes 28 seconds east a
distance of 818.81 feet on southwest boundary of section 29 to
centerline of Roseland Road, thence north 04 degrees 48 minutes
59 seconds west a distance of 514.65 feet on said centerline,
thence north 89 degrees 50 minutes 46 seconds east a distance
of 644.46 feet, thence north 00 degrees 09 minutes 14 seconds
west a distance of 849.00 feet; thence north 00 degrees 09
minutes 14 seconds west a distance of 92.11 feet to a point of
beginning; thence north 00 degrees 09 minutes 14 seconds west a
distance of 79.60 feet; thence north 72 degrees 24 minutes 54
seconds east a distance of 87.62 feet; thence south 86 degrees
39 minutes 37 seconds east a distance of 94.64 feet; thence
south 69 degrees 44 minutes 03 seconds east a distance of 49.06
feet; thence south 00 degrees 09 minutes 14 seconds east a
distance of 62.21 feet; thence south 78 degrees 20 minutes 32
,
seconds west a distance of 49.58 feet; thence north 81 'degrees
41 minutes 01 second west a 'distance of 95.75 feet; thence
south 72 degrees 40 minutes 02 seconds west a distance of 84.52
feet to the true point of beginning.
containing 18,213 square feet.
Parcel C
Fleming Grant that certain parcel lying in Section 29
described as follows: beginning at the most westerly corner of
Said section 29 run south 44 degrees 21 minutes 28 seconds east
a distance of 818.81 feet on southwest boundary of section 29
to centerline of Roseland Road, thence north 04 degrees 48
minutes 59 seconds west a distance of 514.65 feet on said
centerline, thence north 89 degrees 50 minutes 46 seconds east
a distance of 644.46 feet, thence north 00 degrees 09 minutes
14 seconds west a distance of 849.00 feet; thence north 89
degrees 50 minutes 46 seconds east a distance of 425.00 feet;
thence north 00 degrees 09 minutes 14 seconds west a distance
of 143.64 feet to the point of beginning; thence south 89
degrees 50 minutes 46 seconds west a distance of 200.96 feet;
thence north 09 degrees 09 minutes 14 seconds west a distance
of 15.00 feet; thence north 89 degrees 50 minutes 46 seconds
east a distance of 200.96 feet; thence south 00 degrees 09
minutes 14 seconds east a distance of 15.00 feet to the true
point of beginning.
contains 3,014 square feet.
with the non-exclusive Ingress/Egress easement whose legal
description described as:
Fleming Grant that certain parcel lying in Section 29
described as follows: beginning at the most westerly corner of
said Section 29, run south 44 degrees 21 minutes 28 seconds
east a distance of 818.81 feet on southwest boundary of section
29 to centerline of Roseland Road, thence north 04 degrees 48
minutes 59 seconds west a distance of 514.65 feet on said
centerline, thence north 89 degrees 50 minutes 46 seconds east
a distance of 644.46 feet, thence north 00 degrees 09 minutes
14 seconds west a distance of 849.00 feet to the point of
beginning; thence south 89 degrees 50 minutes 46 seconds west a
distance of 100.00 feet; thence north 00 degrees 09 minutes 14
seconds west a distance of 307.00 feet; thence north 89 degrees
fifty minutes 46 seconds east a distance of 100.00 feet; thence
south 00 degrees 09 minutes 14 seconds east a distance of
307.00 feet to the point of beginning.
2
This Schedule is a part of that certain Leas? b~ween the CITY
OF SEBASTIAN and Charles Clay Price dated ~/~ for leased
premises at the Sebastian Municipal Airport.
Listed below are the description of each improvement to be
constructed by Tenant on the leased premises and the required dates
of commencement and dates of completion for each such improvement:
Description of Improvement
Date of Date of
Commencement Completion
3,000 sq. ft. Hangar
12' x 44' DCA Approved Modular
office
Upon Lease
Upon Lease
1 Year
3 Months
Times are contingent upon receipt of required permits.
CITY OF SEBASTIAN
A Municipal Corporation
existing under the laws
of, Florida
Kathry~ M. O'Halloran
Acting City Manager
I / ATTEST:
Sally A/. Maio
Deputy city Clerk
Approved as to Form and
Conte~
Charles 'Ian Nash
City Attorney
SKYDIVING ADDENDUM TO LEASE BETWEEN
CITY OF SEBASTIAN AND CHARLES CLAY PRICE
AT THE SEBASTIAN MUNICIPAL AIRPORT
This is an Addendum to that certain Lease between CITY OF
SEBASTIAN and Charles Clay Price relating to propez-ty at the
Seb.~stian Municipal Airport, which Lease is dated the c~ day of
~~ , 199~___. The terms of this Addendum shall be a part
of s~d Lease as though incorporated therein.
1. For additional consideration of $1.00 per year payable in
advance, the first of said annual installments being paid and
received herewith, Landlord hereby grants to Tenant, its agents,
employees and invitees, the right to use the land area depicted on
Attachment "A" hereto, which area is located at the Sebastian
Municipal Airport during the term of this Lease.
2. The right of use granted hereunder shall be on a non-
exclusive basis and shall be used by Tenant, its agents, employees
and invitees solely for the purposes of a drop zone for skydiving.
Landlord may from time to time promulgate rules and regulations
regulating the use of the drop zone by Tenant and others, and Tenant
hereby agrees for itself, its agents, employees and invitees to
fully abide by all said rules and regulations.
3. Tenant also agrees that the area may be changed by Landlord
at any time during the term of the Lease and such change shall be
effective when written notice of the change is delivered to Tenant
at its offices at the Sebastian Municipal Airport, which notice
includes an attachment depicting the new drop zone.
4. Tenant agrees to indemnify and hold Landlord harmless from
any and all losses, claims, damages, liabilities or any other
obligations whatsoever imposed or asserted against Landlord which in
any way relate to this Addendum, the right of use granted hereunder
or the use of the drop zone by Tenant, its agents, employees or any
of its invitees. Tenant agrees to maintain the area in a manner
that the area will not create a safety hazard to its agents,
employees, and invitees. This provision shall survive the
termination or cancellation o~ the Lease or .~his Addendum-
5. Tenant's right to use granted herein shall immediately
terminate in the event that Tenant breaches any of the terms of this
Addendum or the Lease, or Tenant or any of its agents, employees, or
invitees fail to abide by the rules and regulations promulgated by
the Landlord.
SECOND ADDENDUM TO LEASE
THIS SECOND ADDENDUM TO THAT CERTAIN LEASE between the CITY
OF SEBASTIAN, a municipal corporation existing under the laws of
the State of Florida, (hereinafter referred to as the "Landlord"),
and CHARLES CLAY PRICE, (hereinafter referred to as the "Tenant")
relating to the property at the Sebastian Municipal Airport, which
lease is dated the 29th day of September, 1993. The terms of this
Addendum shall be part of said Lease as though incorporated
therein.
1. Schedule "B" to this Second Addendum to Lease is amended
as follows: See Schedule "B" attached hereto and made a part
hereof.
2. Ail of the other terms and conditions of the Lease which
are not amended by this Addendum are hereby ratified and
confirmed.
and seals
TENANT
IN WITNESS WHEREOF, the parties hereto have set their hands
the J~/~/~-~ day of ~~ , 1995.
CITY OF SEBASTIAN
A Municipal Corporation
existing under the laws
of Florida
Approved as to Form and
Content:
Clifton A. McClelland, Jr.
City Attorney
ATTEST:
Kathry_~hl O'Halloran, CMC/AAE
City Clerk
SCHEDULE "B"
This Schedule is a part of that certain Lease between the CITY
OF SEBASTIAN and Charles Clay Price dated September 29, 1993, for
leased premises at the Sebastian Municipal Airport.
Listed below are the description of each improvement to be
constructed by Tenant on the leased premises and the required dates
of commencement and dates of completion for each such improvement:
DescriDtion of Improvement
Date o__f
Commencement
Date o__f
Com9.!etion
3,000 sq. ft. Hangar
March 25, 1995 May 25, 1995
12' x 44' DCA Approved
Modular Office
March 25, 1995
May 25, 1995
es Clay ~e,
CITY OF SEBASTIAN
A Municipal Corporation
existing under the laws
of Florida
_~.~1 L. Kof~rd
Clty Manager
Approved as to Form and
Content:
Clifton A. McClelland, Jr.
City_ Attorney
ATTEST:
Kathr~n M. O'Halloran, CMC/AAE
City Clerk
TERMINATION OF BUSINESS SUBLEASE
THIS Termination of Business Sublease ("Agreement") is hereby
made and entered into as of this 14th day of August, 1996, by and
between Charles Clay Price ("Price"), 1623 U.S. #1, Suite B-4,
Sebastian, Florida and Skydive Sebastian of South Florida, Inc.
("Skydive"). Price and Skydive are sometimes collectively referred
to herein as the "Parties"
WI TNE SSE TH :
WHEREAS, the City of Sebastian ("City") is the owner of certain
property within in the City of Sebastian, Indian River County,
Florida, located at 400 West Airport Drive, Sebastian, Florida
("Property"), which is being used for the operation of the Sebastian
Municipal Airport ("Airport"); and
WHEREAS, portions of the Property are available for use for
those activities consistent with or in support of aviation activity;
and
WHEREAS, Price is the lessee of a portion of the Property
pursuant to a lease between the City and Price, dated September 29,
1993 ("Original Lease"); and
WHEREAS, Skydive, pursuant to a sublease dated February 23,
1995 ("Sublease"), is a subleasee under the Original Lease; and
WHEREAS, the Parties and the City have agreed to terminate the
Original Lease and the Sublease, in order that Skydive and the City
can enter into a new lease agreement;
,
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter provided, the receipt and sufficiency of which are
hereby acknowledged, the Parties have agreed as follows:
1. Recitals. The above recitals are hereby incorporated
herein by this reference.
2.
Termination of Lease.
Subject to the terms and
conditions set forth therein, the Parties hereby agree to
terminate the Sublease and any and all addenda, copies of which
are attached hereto and incorporated herein by this reference as
Composite Exhibit "A".
IN WITNESS WHEREOF, the Parties hereto have set their hands
and seals the day and year first above written.
By:
SOUTH
CHARLES CLAY PRIC~
~~.
SKYDIVE
FLORIDA,
Title:
The City of Sebastian hereby acknowledges its approval of the
Agreement, subject to the terms and conditions of the Airport
Lease between the Sublessee and the City being executed
concurrently herewith.
City of Sebastian
~~;;:~~
City Manager
~J .~~
;a~~~M.llll!1o~~~~\
CMC/AAE ~~~! ; ,-- ~-=- ~
- - "- ~- ::::
--'"' ~ --'--
::.'" :.
-'--'" ...
,
-::. -,; ....
~~~>~/~---
---
~ "- -=
--;;- :::
. ~ ~
. ::-
-~ ::-
'-
2
~.
I I Ilrll . I I iiiil!~m~k
__ORIGINAL SUB-LEASE BETWEE~ PRICE
'.,,AND SKYDIVE SEBASTIAN OF SO. FL----
BUSINESS SUB LEASE
THIS AGREEMENT, entered into this ~) .. day of February 1995, between Charles
Clay Pr/ce, hereafter called the Lessor, parry of the f~rst pan, and SKYDIVE
SEBASTIAN OF SOUTH FLORIDA, INC., hereinafter called the Lessee, party of the
second part:
WITNESSETH, that the Lessor does this day sublet unto said Lessee, and said Lessee
does hereby hire and take as tenant under said Lessor, the property as identified by as
"Attachment A" made a pan of this agreement. Lessee agrees to use said property for the
exclusive purpose of conducting aviation activities, including skydiving operations, and
for no other purpose or uses whatsoever, for the remaining term of that certain Lease
agreement between the City of Sebastian and Charles Clay Price dated September 29,
1993 identified by as "Attachment B", at and for the agreed total rental of $1.00 and other
valuable consideration. Lessee will not sublet the premises without Lessor's written
permission, such permission shall not be unreasonably withheld, and without the written
consent of the City of Sebastian. Lessee shall not transfer 50% or more of its outstanding
common stock without the pr/or written consent of the City of Sebastian.
The following express stipulations and conditions are made a part of this sublease and are
hereby assented to by the Lessee:
FIRST: Lessee shall provide to Lessor a copy of any insurance required by the
City of Sebastian, with Lessor and the City of Sebastian named as additionally insured.
SECOND: The Lessee shall name Lessor and the City of Sebastian under all
indemnification and hold harmless agreements used by the Lessee's clients.
Additionally, Lessee shall provide the City of Sebastian and Charles Clay Price with a
hold harmless and indemnification agreement for actions or claims ar/sing from the
conduct of its operations or out of this sublease.
THIRD: Lessee agrees to accept the premises in the condition they are in at the
beginmng of this sublease and agrees to maintain said premises in the same condition
during the term of said sublease.
FOURTH: Tbs contract shall bind the Lessor and Lessee and their agents,
successors, and heirs as the case may be, of the sublease.
FIFTH: Violations of any provisions of this sublease or any provisions of
attachment "B" shall be grounds for the termination of this sublease.
SIXTH: Lessor shall not be relieved of any obligations to the City of Sebastian
under the terms of its lease with the City of Sebastian by virtue of this sublease.
SEVENTH: Lessee acknowledges the existence of the certain Lease agreement
between Charles Clay Price and the City of Sebastian dated September 29, 1993 (the
"Lease"), identified by as "Attachment B" made pan of this agreement. The Lessee
agrees to be bound by the terms and conditions of the Lease and agrees that if there is any
conflict between the terms of this Business Sub Lease and the Lease, the terms of the
Lease shall control the rights and obligations of the Lessor and the Lessee.
IN WITNESS WHERE OF, the parties hereto have hereunto executed this instrument for
the purpose herein expressed, the day and year above written.
. ,
Approved by the City of Sebastian:
By ~ 1 J0.AJ
I \-'
City Mana!!Sl
Atte~J Jr7 ();/Jhtu-
City Clerk
..
.;/'
//>
.""~~
~
~:.- 4-, G.<'/'? .,.;1-.r) <:
p~
~~LZ-
. . /'
Lessor C. C. /7 <:::~
B (\. :~ I' ...'(.. ,- 0 \
y ~ '-'.'Y"< ,. . ~ . "
City Attorney
'.
.'
, · .... "~:~:""' :.~ ', k~,,:' :,'3~:~::~ ,~:~'~,~,, ','=~,,~'~-,i? ,'~;~,· '::/, ,,.
' ~HTS UPON THE CER~FICATE HOLDER. THIS CERTIFICATE
5e~S~. ~Z. 3~D~8 COMPANIE~AFFORDING COVERAGE
Skydive S~bastian of
Plorida Inc.
400 W. AirDort Dr.
Sebastian, FL. 32958
COMPANY
· ~mR A Sphere Drake
South
COMPANY
~srr~e B
COMPANY
LE'I'TER C
COMPANY
~rr,"R O
COMPANY
'.' · , ' "i,. , : , '"" ',' ,",,.:;'."- ":.':" ", .',~. . d:'.,'
INDICATED, NO~ITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CON~ACT OR OTHER 00CUMENT WiTH RESPECT TO WHICH THIS
CERTIFICA~ MAY 8E ~$SUED OR MAY PE~AIN. THE IN$URANCE AFFORDED 8Y THE POLIC~ DESCRIBED HEREIN tS SU~ECT TO ALL THE TERMS.
EXCLUSIONS AND CONDI~ONS OF SUCH POLICIES. MMITS ~HOWN MAY MAre ~EN REDUCED BY PAID C~IM~.
~COM,SnC;~,~U~,,U~ 95NM80034306 1/20/95 1/20/96
CLAIMS ~AO~ OCCUR. ·
OWNER'.~ ,~ CONTRACTOR'S PROT,
AJaY AUTO
ALL OWNED AUkS
~EDUL~D ~UTOS
E. XG~.~ LIABILITY
UMBRELLA FORM
OTHC~I I'H~.N UMBRELLA FORM
WORK~'~ ~MF~SATION
EMPLOYES' LIABIUT1
--
.,nso,AL & ~ov. I,,~URV s
~c.. OCCUR.~C~ s 1 Mil
~ODILY INJURY
(Pit P, erlon) $
~OI:)ILy iNJURY
(Pet e. cc~clem) $
PROPI;.RT"YOAMA~E $
~" 0CCURn~NC~ ' "s
AGGREGATE $
STATUTORY UMiT~
EACH ACCi DE[NT
~ISF-A~IE--POUCY LIMIT
~II'iFICATE HOLDER
.dttional Insureds:
City of Sebastian
and
Clay Price
ORO 25-$
SHOULD ANY OF THE ASOVm OESORIBED POLICIES SE ~NC~LLEO BEFORE ~E
~PiRA~ON DATE ~EREOF, ~E i~UING ~MPANY WILL ENDEAVOR TO
MAIL,. ~ 0 DAYS WRi~N NO~C~ TO THE CER~TE HO~ER NAMEO ~O ~E
~, BUT FAILURE ~O MAIL ~UCH NO.CE SHALL IMPOSE NO OBLIGATION OR
LIABILI~ OF ANY KIND UPON ~E COMPANY, IT3 AGENT~ OR REPffiESENTA~VES.
." - "~'...;;".~,:,~;'-: .:..,. ........... .;::~..- ::... ~ACORD.'~ORATI~,~
HOLD HARMLESS AGREEMENT
Skydive Sebastian of South Florida, Inc. hereby holds the City of
Sebastian harmless and will indemnify the City of Sebastian from
any and.all liability, claims, demands, lawsuits and judgments
arising out of Skydive Sebastian of South Florida, Inc.'s
activity on or use of the leased facilities, surrounding land
areas and taxiways at the Sebastian Municipal Airport.
~n~r~ w Gr imwade
President of Skydive Sebastian of South Florida, Inc.
STATE OF FLORIDA
COUNTY OF
Subscribed and sworn to (o~r affirmed) before me this /~/~ day
,
who is personally know to me or has produced
as identification.
(SEAL) /
? -
S~gnature of Notary Public
COmmissiOn No.
ed Name of Notary Public