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HomeMy WebLinkAbout12292010WFC Agenda6. NEW BUSINESS 7 PUBLIC INPUT 8. MEMBER MATTERS 9. ADJOURNMENT C ity CI SEBASTIAN HOME OF PELICAN ISLAND 1225 Main Street, Sebastian, FL 32958 (772) 589 -5330 Phone (772) 589 -5570 Fax AGENDA WATERFRONTS COMMITTEE WEDNESDAY. DECEMBER 29.2010 5:15 P.M. CITY COUNCIL CHAMBERS 1225 MAIN STREET 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. ROLL CALL 4. APPROVAL OF MINUTES: November 30, 2010 5. OLD BUSINESS Proposed revision to Fisherman's Landing Lease Progress report on activities ANY PERSON WHO DECIDES TO APPEAL ANY DECISION MADE ON THE ABOVE MATTERS, WILL NEED A RECORD OF THE PROCEEDINGS AND MAY NEED TO ENSURE 771AT A VERBATIM RECORD OF THE PROCEEDINGS IS MADE, WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH APPEAL IS TO BE HEARD. SAID APPEAL MUST BE FILED WITH THE CITY CLERK'S OFFICE WITHIN TEN DAYS OF THE DATE OF ACTION. (286.0105 F.S). IN COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT (ADA), ANYONE WHO NEEDS SPECIAL ACCOMMODATIONS FOR THIS MEETING SHOULD CONTACT THE CITY'S ADA COORDINATOR AT (407 )-589 -5330 AT LEAST48 HOURS PRIOR TO THIS MEETING. TWO OR MORE ELECTED OFFICIALS MAY BE IN ATTENDANCE. ROLL CALL: Present: John Conway, Chair Lisanne Monier Robinson Beth Mitchell Tim Adams Sal Neglia Barbara Salmon Chmn. Conway called the meeting to order at 5:15 P.M. The Pledge of Allegiance was recited. Absent: Vicki Christensen APPROVAL OF MINUTES WATERFRONTS COMMITTEE MINUTES TUESDAY. NOVEMBER 30, 2010 5:15 P.M. Council Chambers, Sebastian City Hall Al Minner, City Manager Rebecca Grohall, Growth Management Director Motion by Beth Mitchell, seconded by Barbara Salmon to approve the minutes of the July 19, 2010. Motion passed unanimously by those present. OLD BUSINESS: Update on Working Waterfront John Conway turned the discover over to Al Minner for an update on activities occurring on the working waterfront site and other projects in the Riverfront area. Hurricane Harbor /Fisherman's Landing Sebastian Mr. Minner gave an overview of the renovations that have occurred to date, the planned timeframe for the improvements (attached) and provided a draft site plan drawing of the vision (attached). Parking Study The Riverfront Parking Study is underway and a draft report is anticipated by the end of the calendar year with this item being presented to the City Coucil /CRA in January. Beth Mitchell reviewed the meeting that was held at the Chamber and requested that the study not merely focus on US 1 but on parking throughout the Riverfront. Facade, Sign and Landscaping Grant Twelve applications were received for new signage within the CRA district, with the grant review committee recommending initially nine be funded. Those recommended will move forward to the CRA for final approval in January. Mulligan's anticipated to open in early December. US Highway 1 /Gateways Schulke has provided a preliminary cost estimate of improvements along US 1 that would visually enhance the parking that is available. Approximately 100 parking spaces exist on US 1 between CR 512 eastbound and where North Central intersects north of Captain Hiram's. Enhancements include stamped feature similar to the crosswalks on Indian River Drive, and a reduction of the "no parking" signs which were intended to keep driveways from being blocked. The landscaping "bumpouts" are slated for freshening up the 1 landscaping material. Then the next step will be to ask FDOT to lower the speed limit in this corridor. NEW BUSINESS: None PUBLIC INPUT: NONE MEMBER MATTERS: NONE ADJOURNMENT Chmn. Conway adjourned the meeting at 6:16 P.M. Approved Regular Meeting by Chairman, Waterfronts Committee 2 TO: Members of the Working, aterfront Committee FROM: Al Minner, City Manage RE: WORKING WATERFR MODIFICATION DATE: Wednesday, December 22, 2010 Over the course of the last several weeks significant investigation and consideration has been dedicated toward renovation ramifications at 1540 Indian River Drive (Hurricane Harbor). The office of the City Manager and Fisherman's Landing Sebastian (FLS) have come to the conclusion that the most efficient, economical way to rehabilitate the facility is for the rehabilitation process to be managed by FLS. To date, the City has gotten the renovation process started by conducting pest remediation, superficial landscape cleaning and removing interior items /appliances. These activities have readied the facility for more substantial renovation. It is these renovations that the City recommends be completed by FLS. Such renovations include (1) air conditioner; (2) roof; (3) interior /exterior painting; (4) electrical and restroom modifications (ADA accessibility interior /exterior entry). The reason for shifting the renovation to FLS is three -fold. First, it allows the City's allocated funds to go further by reducing the need to contract services; thus reducing personnel costs. Second, FLS has a specific interior /exterior, Florida vernacular plan for rehabilitation and they are the best organization to execute the remodeling vision. Third, FLS will be able to expedite and open the facility quicker. At this time, FLS has begun lease negotiation to open a fish market and kitchen operations in the facility. Upon completion of renovation activities, the Hurricane Harbor building will host three operations (1) Fish Market; (2) No- Waiting Service Eatery; and, (3) demonstration /assembly area. FLS would like to be sustainably complete with these renovations and open by April 2011. To bring this operation plan into action, permits must be issued by the Sebastian Building and Growth Management Departments. The City will be responsible for the cost of professional services associated with permitting. Specifically, a building permit is required for remodeling permits and a floor plan review is required by Growth Management. Because these activities are only minor use modifications, staff has the authority to review /approve the plan submittals. In addition to these permits, Indian River County Fire and Health Department inspections will also be required. Finally, to move the aforementioned action plan forward, a lease modification and additional funding allocation is required. Currently, there exists a lease between the City and FLS. In paragraph eight of the lease, the renovation plans are described for the actual working waterfront and Hurricane Harbor facility. However, the current lease stipulates that the City will conduct the remodeling efforts. In order to execute the plan as outlined in this report, paragraph eight of the lease must be modified to allow FLS to make said repairs. Additionally, to cover the cost for renovations and to cap expenditures for the City, the lease modification states that the City will pay up to $250,000 for renovation expenses. This action requests that the CRA Board /City Council increase the FY 2011 Working Waterfront Budget by $50,000. With regard toward the actual working waterfront, staff anticipates the delivery of a site plan and review shortly. FLS is required by the current lease to finance and make these improvements. The Committee reviews this draft site plan at the last meeting. In closing, the meeting scheduled for Wednesday, December 29, 2010 will address these issues. Staff will also be seeking that the Committee recommend approval of this action plan to City Council /CRA Board at their special meeting scheduled for Wednesday, January 5, 2011 PROPOSED PARAGRAPH 8 LEASE MODIFICATION 8. IMPROVEMENTS. The Leased Premises are accepted by the LESSEE as is. The LESSEE agrees as follows: A. LESSEE agrees at its sole cost and expense to design, construct and maintain the following improvements at 1532 Indian River Drive: (1) Restoration and creation of a new fish house. The fish house shall serve as the primary weighing and fish processing station. The fish house will also provide a visitor's station enabling a safe and convenient location for the general public to view and be educated about the commercial fishing industry in Sebastian. (2) Install and maintain new aquaculture equipment including raceways and upwellers as necessary for the operation of the working waterfront. (3) Install and maintain new docks and boat slips as may be determined by the LESSEE as necessary for the operation of the working waterfront. (4) Clear all debris; install and maintain new landscaping along the uplands portion of the Premises. (5) Install a north /south "public access" boardwalk along the shoreline in order to link the waterfront properties to the immediate north and south of the premises. Lessee shall make improvements at their discretion as scheduling and funding permits. B. As an Economic Development component of the Stan Mayfield Working Waterfront Grant, LESSEE agrees to solicit and oversee business operations that will be located at 1540 Indian River Drive. Enterprises that may be located in 1540 Indian River Drive will support commercial fishing operations and may include: (1) Fish Market, with limited seating for food and beverage service; (2) Hosting of community events and demonstrations educating and celebrating the contributions, history and heritage of Sebastian's commercial fishing industry; (3) Smoke House and Seafood Operations; and, (4) Other ancillary business /activities as approved by the LESSOR and the Florida Communities Trust. C. LESSEE acknowledges the existing conditions at 1540 Indian River Drive and will make the following improvements in order to entice ancillary waterfront business: (1) Repair Air Conditioner; (2) Roof Repair; (3) Interior and Exterior Painting (wall remediation); (4) Electrical; and, (5) Exterior Restroom Entry. LESSOR shall pay LESSEE up to $250,000 for making said improvements. Funds shall be paid to LESSEE for improvements based on pay request submitted to LESSOR as improvements are made. Substantial completion of improvements shall be made by September 30, 2011. LESSOR shall remain the owner of the facility located at 1540 Indian River Drive and will not be relieved of any future capital improvements or maintenance that may be required at the facility. To that end, LESSOR shall seek grants and /or dedicate other funds to finance future maintenance or improvement costs. D. LESSEE shall obtain the written approval of LESSOR prior to making any improvements, alterations, installations, additions to existing structures or new structures to be placed or constructed on the Leased Premises. At the end of the term of this Lease, LESSEE shall deliver the premises to LESSOR in good repair and condition, reasonable wear and tear excepted. All installations, alterations, additions and improvements on the Premises shall become the property of LESSOR, and on termination of the Lease Term shall) be surrendered with the Leased Premises in good condition, except any privately owned or leased equipment. E. All plans and specification for such renovations, improvements or construction shall be submitted in writing to the LESSOR for approval which shall not be unreasonable withheld or delayed. F. Unless otherwise expressly prohibited herein, it shall be LESSEE'S sole responsibility to obtain all necessary governmental approvals for the Leased Premises, including, but not limited to all necessary LESSOR development approvals and permits as well as any other agency approvals and permits. Nothing herein shall be deemed to waive or imply waiver of any City of Sebastian governmental regulation or fee applicable to the review, renovation or development of the Leased Premises by LESSEE nor any waiver of LESSOR'S rights as Owner of the subject property. Nothing herein shall be deemed to waive the LESSOR'S police powers. It is expressly understood, and agreed by LESSEE, that LESSOR shall not be liable to LESSEE for any expense loss or damage incurred by LESSEE resulting from the failure of LESSOR or any other governmental entity to approve any or all necessary governmental approvals or permits required for the Leased Premises. LESSEE acknowledges that the Leased Premises are located within the Sebastian Community Redevelopment District and thus any change to the premises is subject to such District's authority as well as provision of Chapter 163, Florida Statutes and any future ordinances, statutes or other regulations applicable within the District. G. All structures and fixtures to be constructed upon the Leased Premises shall be owned by LESSEE during the term of the Lease and shall be exclusively controlled by LESSEE. However, upon expiration, termination, revocation or surrender of this Lease, LESSOR shall become owner of all structures, fixtures and improvements. LESSEE agrees to execute bills of sale, documents of conveyance and assignments of warranties upon request. LEASE BETWEEN THE CITY OF SEBASTIAN AND THE FISHERMAN'S LANDING SEBASTIAN, INC. A LEASE made this 28th day of July, 2010, between the CITY OF SEBASTIAN, FLORIDA, a municipal corporation, having its principal office at 1225 Main Street, Sebastian, Florida 32958 herein after referred to as the "LESSOR" and FISHERMAN'S LANDING SEBASTIAN, INC., a non profit corporation organized and existing under the laws of the State of Florida whose address is PO Box 782038, Sebastian, Florida 32978 -2038 hereinafter referred to as the "LESSEE WITNESSETH: WHEREAS, the Sebastian City Council is authorized to lease real property owned by the City to not for profit organizations formed for the purposes of promoting community interest and welfare; and, WHEREAS, LESSEE is a Florida not for profit organization formed for the purpose of promoting community interest and welfare including the revitalization of Sebastian's Working Waterfront, and whose Members are commercial fishermen (a copy of Lessee's corporate documentation is attached as Exhibit "A and, WHEREAS, LESSOR owns real property hereinafter described below which is upland to submerged lands lease #310006484; and, WHEREAS, LESSEE has applied to LESSOR for a lease of the upland real estate and use of the submerged lands, collectively referred to as the "Leased Premises for the purpose of commercial fishing docks, off loading facility and weigh station for use by the members of the LESSEE and visitation by the general public, in designated areas; and, WHEREAS, LESSOR has determined that the revitalization and preservation of the Sebastian Working Waterfront promotes community interest and welfare; and, WHEREAS, LESSOR has found that the facilities to be leased to LESSEE are required for the proposed use and LESSEE agrees to maintain the same and make certain improvements; and, WHEREAS, the property will be subject to a Declaration of Restrictive Covenants and a management plan pursuant to the requirements of the Stan Mayfield Working Waterfront Grant; and, WHEREAS, LESSOR desires to lease such property to LESSEE for the purpose described herein. NOW THEREFORE, in consideration of the foregoing and in further consideration of the mutual covenants contained herein the parties agree as follows: 1. PREMISES. LESSOR hereby leases unto LESSEE the Leased Premises located at 1540 Indian River Drive and 1532 Indian River Drive, legally described in Exhibit "B" attached hereto and incorporated herein. A location map is attached hereto as Exhibit "C Parking spaces are shown on Exhibit "D 2. PURPOSE. The LESSEE shall use the Leased Premises solely and exclusively for providing its members a commercial fishing dock, fish off- loading fish packing facility, aquaculture, fundraising, special events and other uses that may support the commercial fishing industry as described herein. 3. SUBMERGED LAND LEASE. The parties acknowledge the existence of Sovereign Submerged Land Lease #310006484. The parties further understand that this lease may be amended and modified from time to time. LESSOR shall be responsible to acquire, keep and maintain, from the appropriate govemmental agency a lease which permits the operations of a working waterfront as enumerated herein. LESSEE shall pay all initial, annual and renewal fees associated with such permit. LESSEE acknowledges the restrictions, requirements and regulations contained in the Submerged Land Lease #310006484 and agrees to use the Leased Premises in accordance with such lease provisions and directives provided by the Temporary Use Agreement. Any default, breach or noncompliance issues shall be the sole responsibility of the LESSEE. 4. TERM AND OPTION TO RENEW. LESSOR leases to the LESSEE the above premises for a term of ten (10) years, commencing on August 1, 2010 and terminating on July 31, 2020, with an option for an additional ten years if LESSEE exercises this option in writing, within one hundred and eighty days (180) of the expiration date of this Lease and upon the condition that LESSEE is not in breach of this Lease at the time of exercise. LESSOR and LESSEE shall negotiate in good faith to develop terms for a new lease. If the parties cannot agree upon the terms of a new lease for the option period, this Lease shall expire in conformity with its terms. 5. RENT. LESSEE shall pay a base rent of $1,000 per month or two cents ($0.02) per pound of fish and $2.50 per bushel of shellfish product transferred from the docks located at 1532 Indian River Drive through the facility per month, which ever is greater, to the LESSOR. Payment shall be made on the first day of each month for the preceding month. 6. RENT CREDITS. As LESSEE makes improvements specified in Sections 8.A and 8.B of this Agreement, all costs for such improvements will be credited against the rent, once these costs have been approved by the LESSOR. Should this Lease be extended per the terms in Paragraph 4, any accrued rent credits that the lessee may have shall be applied to rent in the new Lease term. 7. POTENTIAL REVENUE. It is anticipated that the Premises may generate revenue via the rental of commercial boat slips; upland subleases, the operation of aquaculture equipment, visitor general admission, and lease space to businesses supporting the commercial fishing industry. LESSEE shall establish, impose control and collect all such revenues. LESSEE shall use such revenues in order to finance capital improvements, pay general working waterfront operation expenses and to advance the LESSEE mission, as enumerated in its By -Laws and Articles of Incorporation. 8. IMPROVEMENTS. The Leased Premises are accepted by the LESSEE "as is The LESSEE agrees as follows: A. LESSEE agrees at its sole cost and expense to design, construct and maintain the following improvements at 1532 Indian River Drive: (1) Restoration and creation of a new fish house. The fish house shall serve as the primary weighing and fish processing station. The fish house will also provide a visitor's station enabling a safe and convenient location for the general public to view and be educated about the commercial fishing industry in Sebastian. (2) Install and maintain new aquaculture equipment including raceways and upwellers as necessary for the operation of the working waterfront. (3) Install and maintain new docks and boat slips as may be determined by the LESSEE as necessary for the operation of the working waterfront. (4) Clear all debris; install and maintain new landscaping along the uplands portion of the Premises. (5) Install a north /south "public access" boardwalk along the shoreline in order to link the waterfront properties to the immediate north and south of the premises. Lessee shall make improvements at their discretion as scheduling and funding permits. B. As an Economic Development component of the Stan Mayfield Working Waterfront Grant, LESSEE agrees to solicit and oversee business operations that will be located at 1540 Indian River Drive. LESSOR acknowledges the existing conditions at 1540 Indian River Drive and will make the following capital improvements in order to entice ancillary waterfront business: (1) Repair Air Conditioner; (2) Termite and Pest Remediation; (3) Roof Repair; (4) Remove Existing Kitchen Equipment; (5) Interior and Exterior Painting (wall remediation); (6) Install Landscape Materials; (7) Electrical; and, (8) Exterior Restroom Entry. Enterprises that may be located in 1540 Indian River Drive will support commercial fishing operations and may include: (1) Ice Depot; (2) Fish Market, with limited seating for food and beverage service; (3) Hosting of community events and demonstrations educating and celebrating the contributions, history and heritage of Sebastian's commercial fishing industry; (4) Smoke House and Seafood Operations; and, (5) Other ancillary business /activities as approved by the LESSOR and the Florida Communities Trust. C. LESSEE shall obtain the written approval of LESSOR prior to making any improvements, alterations, installations, additions to existing structures or new structures to be placed or constructed on the Leased Premises. At the end of the term of this Lease, LESSEE shall deliver the premises to LESSOR in good repair and condition, reasonable wear and tear excepted. All installations, alterations, additions and improvements on the Premises shall become the property of LESSOR, and on termination of the Lease Term shall be surrendered with the Leased Premises in good condition, except any privately owned or leased equipment. D. All plans and specification for such renovations, improvements or construction shall be submitted in writing to the LESSOR for approval which shall not be unreasonable withheld or delayed. E. Unless otherwise expressly prohibited herein, it shall be LESSEE'S sole responsibility to obtain all necessary governmental approvals for the Leased Premises, including, but not limited to all necessary LESSOR development approvals and permits as well as any other agency approvals and permits. Nothing herein shall be deemed to waive or imply waiver of any City of Sebastian governmental regulation or fee applicable to the review, renovation or development of the Leased Premises by LESSEE nor any waiver of LESSOR'S rights as Owner of the subject property. Nothing herein shall be deemed to waive the LESSOR'S police powers. It is expressly understood, and agreed by LESSEE, that LESSOR shall not be liable to LESSEE for any expense loss or damage incurred by LESSEE resulting from the failure of LESSOR or any other governmental entity to approve any or all necessary governmental approvals or permits required for the Leased Premises. LESSEE acknowledges that the Leased Premises are located within the Sebastian Community Redevelopment District and thus any change to the premises is subject to such District's authority as well as provision of Chapter 163, Florida Statutes and any future ordinances, statutes or other regulations applicable within the District. F. All structures and fixtures to be constructed upon the Leased Premises shall be owned by LESSEE during the term of the Lease and shall be exclusively controlled by LESSEE. However, upon expiration, termination, revocation or surrender of this Lease, LESSOR shall become owner of all structures, fixtures and improvements. LESSEE agrees to execute bills of sale, documents of conveyance and assignments of warranties upon request. 9. OPERATIONAL ADHERENCE. In addition to the duties provided in this Lease Agreement, LESSEE shall comply with all requirements of the Stan Mayfield Working Waterfront Grant Agreement and addendum signed by the LESSOR on April 24, 2010, attached hereto as Exhibit "E and any State approved Management Plan and deed restrictions created pursuant to that grant agreement. 10. BUILDING, UTILITIES, MAINTENANCE AND REPAIRS. A. The LESSEE shall be solely responsible for the cost of installation, connection and usage of water, sewer, electric, telephone, cable, solid waste, and information technology services to the Leased Premises throughout the term of this Lease B. LESSEE agrees that all portions of the Leased Premises shall be kept in good repair and condition by LESSEE. LESSEE shall maintain and make all necessary repairs and alterations with respect to the Leased Premises (including but not limited to necessary replacements) to keep it in good condition. LESSEE'S sole right of recovery shalt be against it's insurers for losses or damage to stock, furniture and fixtures, equipment, improvements and betterment. LESSEE agrees to make or contract for emergency repairs and provide protective measures necessary to protect the Leased Premises from damage and to prevent injury to persons or loss of life. LESSEE agrees to use its best efforts to insure that the property is maintained in an attractive condition and in a good state of repair. LESSEE shall also keep the Leased Premises free of trash and debris. C. The interior and exterior of the Leased Premises shall be kept clean. It shall be LESSEE'S responsibility to provide and pay for landscaping and exterior maintenance services. 11. INSURANCE, INDEMNIFICATION AND DAMAGE BY CASUALTY. A. LESSOR shall procure and maintain, during the term of this Lease, public liability all risk insurance adequate to protect the LESSOR against liability for any and all damage claims that may arise due to the activities of the LESSEE in amounts that are determined by the LESSOR. Except as provided in subparagraph 11.0 below, LESSOR shall annually bill and LESSEE shall reimburse these insurance costs. B. LESSOR shall procure and maintain, during the term of this Lease, fire and other casualty insurance in amounts as determined by the LESSOR. Except as provided in subparagraph 11.0 below, LESSOR shall annually bill and LESSEE shall reimburse these insurance costs. C. LESSOR shall pay the insurance premiums for the insurance described in subparagraphs 11.A and 11.B for the first year. D. In the event LESSEE has paid employees, LESSEE agrees to take out and maintain, during the term of this Lease, applicable worker's compensation insurance for all its employees employed in connection with the business operated under this Lease. Such insurance shall fully comply with the Workers Compensation Law, Chapter 440, Florida Statutes. The workers compensation insurance policy required by this Lease shall also include Employers Liability. LESSEE shall provide proof of worker's compensation insurance as required by law, if applicable. E. LESSOR shall not be liable for any loss, injury, death or damage to persons or property which at any time may be suffered or sustained by LESSEE or by any person whosoever may at any time be using or occupying or visiting the Lease Premises, or be in, on or about the same, whether such loss, injury, death or damage shall be caused by or in any way result from or arise out of any act, omission or negligence of LESSEE or of any occupant, subtenant, visitor or user of any portion of the Leased Premises. F. LESSEE shall indemnify LESSOR against all claims, liabilities, loss or damage whatsoever on account of any such loss, injury, death or damage. LESSEE hereby waives all claims against LESSOR for damages to the improvements that are now on or hereinafter placed or built on the premises and to the property of LESSEE in, on or about the premises, and for injuries to persons or property on the premises, from any cause arising at any time. LESSEE agrees to hold harmless LESSOR from and against any and all claims, lawsuits, judgments, or similar causes of action, for any injuries to persons or property arising out of the activities conducted by the LESSEE on the property described herein. Further LESSEE agrees to defend LESSOR against any and all such claims and suits as described above at the LESSEE'S sole cost and expense with no cost and expense to be incurred by the LESSOR. 12. TAXES. LESSEE will be required to pay all taxes or other levies or assessments lawfully levied against the subject property during the term of the Lease, if any. 13. LESSEE'S RESPONSIBILITIES. A. LESSEE agrees and covenants that it will not amend or otherwise change its articles of incorporation, bylaws or rules and regulations without the prior review and consent of LESSOR. Copies of LESSEE'S articles of incorporation, bylaws and rules and regulations are attached hereto and incorporated herein as exhibits. LESSEE shall ensure that its members are required to annually meet the membership criteria set forth in its rules and regulations. LESSEE agrees annually to certify to LESSOR on or before August 15 of each year those members who continued to qualify for corporate membership as well as those members who shall be no longer qualified as members. B. LESSEE as well as its members, officers, employees and invitees, when on the premises, agrees to follow and abide by all local, state and federal laws, ordinances and regulations and to follow and abide by the rules and regulations of the City of Sebastian, Community Redevelopment Agency and the State of Florida as may be amended from time to time. C. LESSEE agrees to keep books, accounts and records that reflect all revenues and expenditures received in connection with the management and operation of the property as set forth in paragraph 7. The books, accounts and records shall be maintained in accordance with generally accepted accounting principles and located at LESSEE'S principal place of business. LESSEE shall make the books, accounts and records required to be maintained hereunder available to the LESSOR for examination or audit during normal business hours, upon five (5) days written notice. In addition, LESSEE shall provide LESSOR with a copy of its annual audit and other financial statement(s) relating to LESSEE'S occupancy and use of the Leased Premises. 14. INSPECTION BY LESSOR. The LESSOR and its agents, upon reasonable notice, may make periodic inspections of the Leased Premises to determine whether LESSEE is operating in compliance with the terms and conditions of this Lease. The LESSEE shall be required to make any and all changes required by the LESSOR, which are necessary to ensure compliance with the terms and conditions of this Lease and /or any applicable law(s) or regulations(s). 15. PROHIBITION ON ASSIGNMENT AND ENCUMBRANCES. LESSEE shall not assign this Lease or sublet the Leased Premises to any other party without the prior express written approval of LESSOR. Any attempt to assign this Lease or sublet the premises without the prior express written approval of LESSEE will constitute an automatic termination of this Lease. This covenant shall be binding on the successors in interest of LESSEE. LESSEE shall be permitted to sublease dock slips and upland areas for clam raceways to licensed commercial fisherman. Preference for slips and upland rental shall be given to Sebastian commercial fisherman. LESSEE shall keep written records of all subleases as well as the names, license commercial qualifications, dates of sublease and sublease sums collected. LESSEE shall not mortgage, pledge, or encumber this Lease, in whole or in part, or the leasehold estate granted under this Lease. Any attempted mortgage, pledge, or encumbrance of this Lease, or the leasehold estate granted under this Lease, shall be void and may, at the sole option of the LESSOR, be deemed an event of default under this Lease. This covenant shall be binding on the successors in interest of LESSEE. LESSEE shall not pledge the LESSOR'S credit or make it a guarantor for payment or surety for any contract debt, obligation, judgment, lien or any form of indebtedness. LESSEE warrants and represents that it has no obligation or indebtedness, which would impair its ability to fulfill the terms of this Lease. 16. MISCELLANEOUS CONDITIONS. A. LESSEE agrees all Members and persons engaged in commercial fishing and related activities on the Leased Premises shall be at all times subject to the LESSEE'S sole direction, supervision and control and shall not be considered employees agents or servants of the LESSOR. B. LESSEE agrees that it shall at all times prohibit recreational vessels at the Leased Premises. LESSEE agrees that none of the vessels docked at the Leased Premises will be used as a live aboard vessel for more than a forty-eight hour period. C. LESSEE agrees to park its vehicles in places specifically designated by the LESSOR and further agrees that no parking will occur in landscaped areas or blocking any sidewalk or street. LESSEE shall prohibit commercial truck parking on the premises for any duration other than what is reasonable for loading or unloading purposes. LESSEE shall prohibit boat trailer parking on the premises for any duration other than what is reasonable for loading or unloading purposes. The parties recognize that the ongoing redevelopment efforts within the Sebastian CRA may result in changes in parking as well as the configuration of vehicle parking on or adjacent to the Leased Premises. LESSEE agrees to cooperate and coordinate with LESSOR in connection with parking projects and /or reconfiguration. D. LESSEE agrees to prohibit unauthorized persons on the Leased Premises and to prohibit trespassing on the Leased Premises by use of appropriate signage. E. LESSEE agrees to develop a fuel /hazardous substance containment plan within sixty (60) days of the date of this Lease. F. LESSEE for itself, and its permitted successors in interest, as a part of the consideration for this Lease, does hereby covenant and agree that: 17. TERMINATION. (1) No person shall be subject to discrimination in connection with LESSEE'S use of the Leased Premises on the basis of age, sex, physical handicap or other disability, race, color, national origin, religion or ancestry; and, (2) LESSEE shall not discriminate against any employee or applicant for employment in connection with the Leased Premises and the leasehold estate granted hereunder with respect to hiring, tenure, terms, conditions, or privileges or employment or any matter directly or indirectly related to employment on the basis of age, sex, physical handicap or other disability, race, color, religion, national origin or ancestry. (3) LESSEE agrees that its facilities and program shall from time to time and at all times comply with the American with Disabilities Act (ADA), if applicable. LESSOR and LESSEE recognize that the commercial fishing docks are not a public accommodation, however, LESSEE shall cause the Leased Premises to at all times comply with all applicable ADA requirements that may be in effect from time to time. G. LESSEE shall furnish LESSOR with a list of its officers and board of directors and notify LESSOR of the names of any new officers and Board of Directors at the time of their election. LESSEE shall furnish LESSOR with the names and addresses of LESSEE'S offices and employees who have the authority to pay LESSEE'S bills. H. LESSEE shall assist the LESSOR in providing information and documentation as it relates to providing the Florida Communities Trust with an annual report. A. The LESSOR may have the right to terminate this Lease upon the occurrence of any of the following, hereinafter referred to as "Event of Default". (1) Institution of proceedings in voluntary bankruptcy by the LESSEE. (2) Institution of proceedings in involuntary bankruptcy against the LESSEE if such proceedings continue for a period of ninety (90) days and are not dismissed. (3) Assignment of this Lease for the benefit of creditors. (4) Abandonment by LESSEE of the Leased Premises or discontinue of operation of the Leased Premises to the permitted uses for more than sixty (60) days. (5) Dissolution whether voluntary or involuntary of LESSEE'S not for profit corporation. (6) Default, non performance or other noncompliance with any covenant, requirement or other provision of any nature whatsoever under this Lease. B. Upon the occurrence of an Event of Default, the LESSOR shall send a written notice to LESSEE, setting forth the Event of Default in specific detail and the date this Lease shall terminate in the event LESSEE does not cure the default. C. Within thirty (30) days following receipt of a default notice, LESSEE shall have cured the default to the reasonable satisfaction of the LESSOR. D. In the event LESSEE fails to cure the Event of Default within thirty (30) days, this Lease shall be deemed to be terminated with no further action by the LESSOR. In no event, however, shall such termination relieve LESSEE of its obligation to pay any and all remaining rent due and owing to the LESSOR for the period up to an including the date of termination or to provide any and all remaining reports to the LESSOR for such period. E. LESSEE shall have the right, upon providing thirty (30) days prior written notice to the LESSOR in the manner set forth in this Lease, to terminate this Lease at any time for any reason. 18. INTEGRATION. The drafting, execution and delivery of this Lease by the parties has been induced by no representations, statements, warranties or agreements other than those expressed in it. This Lease contains the entire agreement between the parties and there are no further or other agreements or understandings written or oral in effect between the parties relating to its subject matter. This Lease cannot be changed or modified except by written instrument executed by all parties hereto. This Lease and the terms and conditions hereto apply to and are binding upon the heirs, legal representatives, successors and assigns of both parties. 19. SEVERABILITY. If any term of this Lease or the application thereof to any person or circumstances shall be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Lease, or the application not such term to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term of this Lease shall be valid and shall be valid and enforceable to the fullest extent permitted by law. 20. PROPERTY INTERESTS. Nothing contained in this Lease shall be deemed to create or be construed as creating in LESSEE any property interest in or to the Leased Premises. Notices. All notices required under this Lease shall be sent by certified mails as follows: LESSOR: City of Sebastian 1225 Main Street Sebastian, Florida 32958 ATTN: City Manager's Office A Copy shall be provided to the Sebastian City Attorney's Office. LESSEE: Fisherman's Landing Sebastian, Inc. Post Office Box 782038 Sebastian, FL 32978 -2038 21. GOVERNING LAWNENUE. This Lease shall be governed and construed in accordance with Florida law. In the event that litigation arises involving the parties to this Agreement, venue for such litigation shall be in Indian River County, Florida. IN WITNESS WHEREOF, the Parties have executed this Lease on the dates set forth above. ATTEST Sally Maio, M City Clerk >ii LESSOR City of Sebastian, Florida Rich.'d Imor Mayor APPROVED AS TO FORM AND CORRECTNESS Robert A. Ginsburg City Attorney LESSEE Fisherman's Landing Sebastian, INC. E d Manga President e;-7r6,....7:<("Ol-"-if