HomeMy WebLinkAbout1993 City & Price1
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ORIGINAL LEASE BETTrdEEN CHARLES
CLAY PRICE AND CITY OF SEBASTIAIQ-
LEASE
THIS LEASE, made and entered into this c.~C'~/ "~" 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".
W I T N E S S E T H
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
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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 long as the Tenant is not in
default of any term, condition or covenant provided in this Lease
Agreement 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 his option no less than
one hundred eighty (180) days and no more than two hundred ten (210)
days prior to the expiration of the initial term of this Lease. All
other provisions of this Lease Agreement shall apply during the
Option Term; provided, however, the yearly rent during the Option
Term shall be in an amount determined by the Landlord by and through
the City Council of the City of Sebastian, including the method for
calculating annual adjustments thereto.
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4. RENT. The parties agree 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:
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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).
(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
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Tenant. If said inspection reveals that payments to the Landlord
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.
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(c) All 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.
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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 including a parachute center,
maintenance operation, and an apron area. The following activities
shall be allowed when city approved facilities are constructed.
aircraft hangars, aircraft .parking 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
Landlord. Such consent may be withheld by the Landlord for any
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,
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the Sebastian Land Development Code and all other community
standards ordinances.
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
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or assessed against the leased premises (including the Tenant'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. All 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
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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.
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
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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.
(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.
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(b) 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.
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 by tenant's agents, employees,
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 MATTERS. The Tenant hereby agrees to
indemnify, defend and hold the Landlord harmless from and against
any and all claims, lawsuits, losses, liabilities, damages, and
expenses (including, without limitation, clean-up costs and
reasonable attorney's fees) resulting directly or indirectly from,
out of or by reason of (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 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 Section 6 of this Lease, by reason of any zoning law,
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ordinance or regulation of any authority having jurisdiction over
the leased premises and such prohibition shall continue for a period
in excess of ninety (90) consecutive days, the Landlord may allow
the Tenant to terminate this Lease. The right to terminate this
Lease must be granted by the Landlord, in writing, before the Tenant
shall be released from its obligations under the terms of this
Lease.
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.
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If the taking is to such an extent that it is impracticable for
the Tenant to continue the operation of its business on the leased
premises, the Lease, at the option of the Landlord, may be
terminated.
Nothing herein shall prevent the Landlord and/or the Tenant
from seeking any and all damages sustained from the condemning
authority by reason of the exercise of the power of eminent domain.
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;
(f) The Tenant or any guarantor of Tenant's obligations
hereunder, filing a petition for bankruptcy or being adjudged
bankrupt, insolvent, under any applicable federal or state
bankruptcy or insolvency law, or admit that it cannot meet its
financial obligations as they become due, or a receiver or trustee
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shall be appointed for all or substantially all of the assets of
Tenant or any Tenant's obligations hereunder;
(g) The Tenant or any guarantor of the Tenant's
obligations hereunder 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
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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.
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: City of Sebastian
Attn: City Manager
1225 Main Street
Sebastian, FL 32958
Tenant:
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
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Landlord shall be made by the Tenant at an address to be furnished
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
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
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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.
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
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+ 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
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
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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 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.
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
y . ,t
to an award of reasonable attorneys fees and costs, both at trial
and all appellate levels.
35. RECORDING. In no 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.
CITY OF SEBASTIAN
A Municipal Corporation
existing under the laws
~~ / of, Florida
-~ ~-, .!
Charles Clay ice, ~ ~-~7/
Individually Kathryn M. O'Halloran
Acting City Manager
AT T:
!, .~
~ ` r
Sally Maio
Deputy City Clerk
Approved as o Form and
Content:
~~
Charles Ian Nash
City Attorney
21
SCHEDIILE "A"
This Schedule is a part of that certain Le s between the CITY
OF SEBASTIAN and Charles Clay Price dated '1 for leased
premises at the Sebastian Municipal Airport.
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
described as follows: beginning at the most
said Section 29, run S 44 degrees 21 minutes
distance of 818.81 feet on southwest boundar
centerline of Roseland Road, thence north 04
59 seconds west a distance of 514.65 feet on
thence north 89 degrees 50 minutes 46 second
of 644.46 feet, thence north 00 degrees 09 m'
west a distance of 849.00 feet; thence north
minutes 14 seconds west a distance of 92.11
beginning; thence north 00 degrees 09 minute
distance of 79.60 feet; thence north 72 degr
seconds east a distance of 87.62 feet; thenc
39 minutes 37 seconds east a distance of 94.
south 69 degrees 44 minutes 03 seconds east
feet; thence south 00 degrees 09 minutes 14
in Section 29
westerly corner of
28 seconds east a
y of Section 29 to
degrees 48 minutes
said centerline,
s east a distance
mutes 14 seconds
00 degrees 09
feet to a point of
s 14 seconds west a
ees 24 minutes 54
e south 86 degrees
64 feet; thence
a distance of 49.06
seconds east a
distance of 62.21 feet; thence south 78 degrees 20 minutes 32
y
seconds west a distance of 49.58 feet; thence north 81 degrees
41 minutes O1 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
t ~
~~~~ ~ ~~ ~~C~~
This Schedule is a part of that certain Lea a etween the CITY
OF SEBASTIAN and Charles Clay Price dated raC~ t~. for leased
pr~xnises 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
3,000 sq. ft. Hangar
12' x 44' DCA Approved Modular
Office
Date of Date of
Commencement Completion
Upon Lease 1 Year
Upon Lease 3 Months
Times are contingent upon receipt of required permits.
CITY OF SEBASTIAN
A Municipal Corporation
existing under the laws
~, of , Florida
G%~~ ` G,;
C rl la Price \~ ~~~
Y
Indio dually Kathry M. O'Halloran
Acting City Manager
~f ATTEST:
Y
-Sally A. Maio
Deputy City Clerk
Approved as to Form and
Contenjt~
,L:~ ~'~
Charles ''Ian Nash
City Attorney
..
M
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 property at the
Seb tian Municipal Airport, which Lease is dated the ~~- day of
1998 The terms of this Addendum shall be a part
of said 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 of the Lease or this 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.
.. .
., :. ~ ~,.
Dated this ~~~-
~~
~~ r
day of ~~;~.j~.~yyUl~-C.~~t... , 199 ~ .
CITY OF SEBASTIAN
A Municipal Corporation
existing under the laws of,
Florida
-~~ #
~~
Charles Clay ce,
Individually
Kathry M. 'Halloran
Acting City Manager
ATTEST:
~j
t~~ r
Sally Maio
Deputy City Clerk
Approved as to Form and
Content:
~._----
Charles Ian Nash
City Attorney
2
~,,.
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. All of the other terms and conditions of the Lease which
are not amended by this Addendum are hereby ratified and
confirmed.
IN WITNESS WHEREOF, the parties hereto have set their hands
and seals the ~~~ day of ~~-Lt,A/~ 1995.
TENANT CITY OF SEBASTIAN
A Municipal Corporation
existing under the laws
of Florida
Charles Clay Pr' e
Approved as to Form and
Content:
Clifton A. McClelland', Jr.
City Attorney
J el L. Kofo~'d
ity Manager
ATTEST:
Kathry M. 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:
Description of Improvement
Date of
Commencement
Date of
Completion
3,000 sq. ft. Hangar
12' x 44' DCA Approved
Modular Office
,, ,
~ ; ..-
~ .mac--~ e..._------~_
arles Clay Pr' e,
Approved as to Form and
Content:
Clifton A. McClelland, Jr.
City Attorney
March 25, 1995
March 25, 1995
May 25, 1995
May 25, 1995
CITY OF SEBASTIAN
A Municipal Corporation
existing under the laws
of Florida
0 1 L. Koford
City Manager
ATTEST:
Kathr M. O'Halloran, CMC/AAE
City Clerk
r
ORIGINAL SUB-LEASE BETWEEN PRICE
AND SKYDIVE SEBASTIAN OF S0. F)a
BUSINESS SUB LEASE
THIS AGREEMENT, entered into this _ ~ day of February 1995, between Charles
Clay Price, hereafter called the Lessor, party of the first part, 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 part 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 prior 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.
2~
~,
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 arising 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
beginning of this sublease and agrees to maintain said premises in the same condition
during the term of said sublease.
FOURTH: This 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 part 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.
..
//.~`
see ~'. ~.e~rr w.~~ ~
~c•e~
_~
Approved by the City of Sebastian:
By
City Mana er
Attes
City Clerk
~~
,~
Lessor ~ ~ C' .~ c ~
City Attorney
~,.
,'•
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 J ew Grimwade
President of Skydive Sebastian of South Florida, Inc.
STATE OF FLORIDA
COUNTY OF
Sub c bed and sworn to (~ affirmed) before me this / ~ day
of ~~r ~,. , 19 9S , by ~i1~J~'EkJ GQi~u/A~.+' ,
who is personally know to me or has produced fL . ~ ~. ><# c~'GS3 ~oio -s S -~,za -a
as identification.
(S~AL~ _
~~' , ~
~~.~~' ~ 1
jgnature of Notary Public
3 ~/ 9~,.3
Commissi'o/n No.
~IN~ V ~ouss~~I~/
rinted Name of Notary Public
~-: ~• .;_ ~~ S"r~~IM' `31'.~+~ ~ Care ;~1>~
~` ~ R` Santlez{ rh;u'~"aty ~`.~ir .:.fi,;t~' ?ors