HomeMy WebLinkAbout2014 - LeaseThis lease between Crab E Bill and City of Sebastian was originally approved on
November 13, 2013 by City Council contingent upon approval by Florida
Communities Trust.
Lease was sent to FCT by Interim City Manager and returned to him in early
2014 approved by FCT Legal Counsel but not executed by FCT Director.
Lease was brought back to Council for final approval on March 12, 2014
approved again. Interim City Manager sent lease back to FCT for execution by
FCT Director.
Lease was returned by FCT to ICM and date changed to 3/19/14 on first page.
LEASE BETWEEN THE CITY OF SEBASTIAN AND
CRAB E BILL'S, INC.
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A LEASE made this ft day of P49vem9be+7 , between the CITY OF
SEBASTIAN, FLORIDA, a municipal corporation, having its principal office at
1225 Main Street, Sebastian, Florida 32958 hereinafter referred to as the
"LESSOR" and CRAB E BILL'S, INC., formerly known as, INDIAN RIVER
SEAFOOD, INC., a Florida corporation organized and existing under the laws of
the State of Florida (Exhibit "A") whose address is 1540 Indian River Drive,
Sebastian, Florida 32978-2038 hereinafter referred to as the "LESSEE." This
document contains ten (10) pages.
WITNESSETH:
WHEREAS, the City of Sebastian is authorized to lease real property
owned by the City to business organizations formed for the purpose of promoting
community interest, community welfare, and business activity; and,
WHEREAS, LESSEE is a Florida business organization formed for the
purpose of conducting a lawful business and promoting community interest and
welfare, which includes the revitalization of Sebastian°s Working Waterfront that
may benefit local commercial fishermen; and,
WHEREAS, LESSOR owns real Property, hereinafter described below;
and,
WHEREAS, LESSOR has acquired the Property with partial funding from
the Florida Communities Trust (FCT), and the Property is subject to certain
limitations provided in the FCT Declaration of Restrictive Covenants as recorded
in OR Book 2431, Page 1268 in Indian River County, Florida; and,
WHEREAS, as part and condition of the FCT funding, the LESSOR
provided, and FCT approved, The City of Sebastian Working Waterfront
Collaborative Management Plan ("Management Plan") for the Property, the terms
/0461\ of the Management Plan are hereby incorporated herein by reference and
attached hereto as Exhibit "B". Activities on the Property must strictly adhere to
the terms and conditions contained in the Management Plan; and,
WHEREAS, FCT shall approve and review all leases, subleases,
easements or other similar documents that affect the Property funded by FCT
before the documents are executed by the parties. Execution of documents.
without FCT's prior review and written approval may deem the documents null
and void; and,
WHEREAS, FCT shall be notified at the Department of Environmental
Protection, Florida Communities Trust, 3900 Commonwealth Boulevard, MS
#115, Tallahassee, FL 32399; and,
WHEREAS, the Declaration's restrictions on the FCT funded Property are
superior to any other restrictions placed upon the Property; and,
WHEREAS, LESSOR intends that the conservation and recreation values
of the Property be preserved and enhanced in accordance with the Management
Plan, as it may be amended from time to time after review and approval by FCT;
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,
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. ALL OTHER AGREEMENTS AND LEASES. Upon the final execution of this
document, LESSOR and LESSEE agree that the lease executed between the
LESSEE and Fisherman's Landing Sebastian, Inc. (FLS), on June 7, 2011 is
hereby terminated and shall have no further force and effect. LESSOR
acknowledges and will apply remaining rent credits, if any, for the benefit of
LESSEE under the Memorandum of Understanding dated June 15, 2011 (Exhibit
"C") between the LESSEE and FLS.
2. LEASED PREMISES. LESSOR hereby leases unto LESSEE specific areas
of the premises located at 1540 Indian River Drive, Sebastian FL 32958. Those
areas are the Fish Market, Eatery Kitchen, Eatery, and Service Bar Area, only, as
depicted on Attachment 5 of Exhibit "B", attached hereto and incorporated herein.
In addition, the Leased Premises include the Northern one-third (1/3) of the
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parking lot located on the west side of Indian River Drive, being a part of Lot 3,
Block 2 of Middleton's Subdivision of the City of Sebastian as per Plat Book 2
Page 56. Permitted parking spaces are shown on Exhibit "D".
3. PURPOSE. The LESSEE shall use the Leased Premises for any lawful
business activity which is in furtherance of, and complements, the Stan Mayfield
Working Waterfront Grant Program. It is understood that LESSEE'S core
business shall be:
A. The operation of a commercial retail Fish Market, as depicted on
Attachment 5 of the Management Plan.
B. A retail commercial limited food service "Eatery." The Eatery will adhere
to strict compliance with the Management Plan.
C. LESSEE, at its sole cost and expense, may operate other lawful business
activities, as approved by written authorization of LESSOR & FCT. Any
operation not specifically provided for herein, shall be in strict accordance
with operational, managerial, and regulatory guidelines.
D. Any ancillary business, or any other activity on the Leased Premises, not
addressed in the Management Plan, must have prior written approval of
� LESSOR before said activity shall take place.
4. TERM. LESSOR leases to the LESSEE the Leased Premises for a term of
TEN (10) years. Terms of an option for a Ten (10) year lease extension may be
negotiated between the parties. LESSEE must notify LESSOR, in writing, within
six (6) months of expiration of this lease if LESSEE intends to exercise any
option to extend this lease.
5. RENT. LESSEE shall pay a base rent of Three -Thousand ($3,000) dollars
per month. LESSOR recognizes the capital rent credits received by LESSEE
during the occupancy of the Leased Premises while under the control of FLS.
LESSOR and LESSEE agree that such credits expire in November 2013 and
that LESSEE'S rent stated herein shall be paid in December 2013, and on the
first (1s) day of every month thereafter throughout the term of this lease.
6. IMPROVEMENTS. The Leased Premises are accepted by the LESSEE "as
is." The following improvements requirements are adopted:
A. LESSEE, at its sole cost and expense may, after first obtaining the written
approval of the LESSOR, and in strict accordance with the Management
Plan, design, permit, and construct any improvements to the existing
structure, or place a new structure on the Leased Premises.
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B. At the end of the term of this Lease, LESSEE shall deliver the Leased
Premises to LESSOR in good repair and condition, reasonable wear and
tear excepted. With the exception of privately owned or leased
equipment, all installations, fixtures, alterations, additions and/or
improvements, on the Leased Premises, shall become the property of
LESSOR and, on termination of the Lease, shall be surrendered with the
Leased Premises in good condition.
7. OPERATIONAL ADHERENCE. In addition to the duties, and obligations,
provided in this Lease Agreement, LESSEE shall comply with all requirements of
The City of Sebastian Working Waterfront Collaborative Management Plan
(Exhibit "B"). The Management Plan includes the Stan Mayfield Working
Waterfront Grant Contract and the Declaration of Restrictive Covenants. The
FCT Declaration of Restrictive Covenants are superior to any other restrictions
placed upon the Property.
8. BUILDING, UTILITIES, MAINTENANCE AND REPAIRS.
A. LESSEE agrees that all portions of the Leased Premises shall be kept in
good repair and condition by LESSEE. LESSOR assumes responsibility
for maintenance of the exterior structure. LESSEE shall maintain and
make all necessary repairs and alterations to the interior Leased Premises
to keep the Leased Premises in good condition. LESSEE'S sole right of
recovery shall 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.
B. The interior and exterior of the Leased Premises shall be kept clean. It
shall be LESSEE'S responsibility to provide and pay for interior pest
control.
C. LESSEE shall be entitled to reasonable use of existing electrical and
water service without additional charge in those parking areas dedicated
to LESSEE'S use on the west side of Indian River Drive.
D. LESSEE shall be responsible for the cost of installation, connection, and
usage of potable water, sewer, electric, natural/propane/or other gas,
telephone, cable, grease traps, solid waste, and IT services to the Leased
Premises.
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/00*) E. LESSOR recognizes the condition of the historical facility at 1540 Indian
River Drive. As such, LESSOR shall take reasonable precautions
regarding maintenance, safety, and preservation of the structure.
F. Upon issuance of a "Hurricane Warning" by the National Weather Service
that encompasses the area of the Leased Premises, LESSEE shall
immediately take protective measures including, but not limited to,
installing hurricane shutters, securing/storing exterior movable items, and
securing all areas.
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 on the
Leased Premises in amounts that are determined by the LESSOR. In no
fashion shall LESSOR be liable for any claims arising between LESSEE
and its agents, or assigns, resulting in damage to the City -owned facilities
due to negligence of LESSEE, less normal wear and tear.
B. LESSOR shall procure and maintain, during the term of this Lease, fire
and other casualty and property insurance, including wind damage
coverage in amounts as reasonably determined by the LESSOR.
C. In the event LESSEE has paid employees, LESSEE agrees to procure
and maintain, during the term of this Lease, applicable Workers'
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 Employer Liability. LESSEE shall provide proof
of Workers' Compensation insurance as required by law, if applicable.
D. LESSOR shall not be liable for any loss, injury, death, or damage to
persons, or property, which at any time may be suffered by LESSEE or by
any person whomsoever may, at any time, be using, occupying, or visiting
the Leased Premises as guests, business invitees, agents or assigns
within the area under control of LESSEE. LESSEE hereby waives all
claims and agrees to hold forever harmless LESSOR from any and all
claims, lawsuits, judgments, or similar causes of action, for any/all injuries
and/or claims to persons or property arising out of the activities conducted
by LESSEE on the Leased Premises and those claims arising out of injury
on the Common areas of the Leased Premises. LESSEE shall indemnify
LESSOR against any/all claims, liabilities, loss or damage as a result of
`„ON LESSEE activities on the Leased Premises.
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(IM111\ E. LESSEE agrees to defend LESSOR against any/all claims, at LESSEE'S
sole cost and expense.
12. TAXES. LESSEE will be required , to pay all taxes, other levies or
assessments lawfully levied against the subject Leased Premises during the term
of the Lease, if any.
13. LESSEE'S RESPONSIBILITIES. LESSEE, its agents, employees, assigns,
guests and invitees, when on the Leased Premises, agree 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.
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 regulation(s).
15. PROHIBITION ON ASSIGNMENT AND ENCUMBRANCES. LESSEE shall
not assign this Lease and, except as specifically authorized herein, shall not
sublet the Leased Premises to any other party without the prior express written
approval of LESSOR. This covenant shall be binding on the successors in
interest of LESSEE, if any.
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, if any.
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 that its employees, agents, assigns, vendors, and
subtenants engaged in 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, assigns, or invitees of the
LESSOR.
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B. LESSEE agrees that it shall at all times prohibit unauthorized vehicles at
the Leased Premises. LESSEE agrees that no parking will occur in
landscaped areas or parking that may block any right-of-way, sidewalk, or
street. LESSEE shall prohibit commercial truck parking on the property
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 subject property.
LESSEE agrees to cooperate and coordinate with LESSOR in connection
with parking projects and/or reconfiguration.
C. LESSEE agrees to prohibit unauthorized persons on the Leased Premises
and to prohibit trespassing on the Leased Premises by use of appropriate
signage. LESSOR agrees to provide public signage at its expense.
D. LESSEE for itself, and its permitted successors in interest, as a part of the
consideration for this Lease, does hereby covenant and agree that:
(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,
/Imll� 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 of 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; and,
(3) LESSEE agrees that its facilities and programs shall, at all times,
comply with the Americans with Disabilities Act (ADA).
E. LESSEE shall assist the LESSOR in providing reasonable information and
documentation, in a timely manner, as it relates to providing the Florida
Communities Trust (FCT) with an annual report.
17. TERMINATION.
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) calendar days.
(5) Default, non-performance or other noncompliance with any
covenant, requirement or other provision of any nature whatsoever
under this Lease.
(6) Failure to pay rent for fifteen (15) calendar days after it is due.
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 to the reasonable satisfaction of the LESSOR. In no
case shall the lease terminate less than thirty (30) calendar days from
LESSEE'S receipt of any Default Notice.
C. In the event LESSEE fails to cure the Event of Default within the time
established by LESSOR 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 and including the
date of termination, or to provide any and all remaining reports to the
LESSOR for such period.
D. 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 legal representatives, successors and assigns
of both parties.
A
eo"11\ 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 of
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 enforceable to the fullest extent permitted by law.
20. NOTICES. All notices required under this Lease shall be sent by certified
mails as follows:
LESSOR: City of Sebastian
1225 Main Street
Sebastian, Florida 32958-4165
ATTN: City Manager
A Copy shall be provided to the Sebastian City Attorney's Office.
LESSEE: Crab E Bill's, Inc.
1540 Indian River Drive
Sebastian, FL 32978-3851
21. GOVERNING LAWIVENUE. This Lease shall be governed and construed
r01011\ 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
date set forth above.
ATTEST:
Sally Maio, C
City Clerk
LESSOR
City of Sebastian, Florida
Bob McPartlan
Mayor
APPROVED AS TO FORM AND
CORRECTNESS
Robert A. Ginsburg
City Attorney
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d�� C
Witness By:
Print Name
REVIEWED AND APPROVED FOR
FLORIDA COMMUNITIES TRUST BY:
Rick Mercer
Director — Office of Operations
Florida Communities Trust
I I N 11 li, W0115
Ex, I 1 111, 1 WIN I I IM&I IL UNION
7 4 a
LESSEE
CRAB E BILL'S, Inc.
�1
Susan Andrews
DPST
10
2014 FLORIDA PROFIT CORPORATION ANNUAL REPORT
DOCUMENT# P05000151388
Entity Name: CRAB E. BILL'S, INC.
Current Principal Place of Business:
1540 INDIAN RIVER DRIVE
SEBASTAIN, FL 32958
Current Mailing Address:
1540 INDIAN RIVER DRIVE
SEBASTAIN, FL 32958 US
FEI Number: 20-3811007
Name and Address of Current Registered Agent:
ANDREWS,SUSAN
1540 INDIAN RIVER DRIVE
SEBASTIAN, FL 32958 US
FILED
Mar 19, 2014
Secretary of State
CC2009444803
Certificate of Status Desired: No
The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida.
SIGNATURE:
Electronic Signature of Registered Agent Date
Officer/Director Detail :
Title
DPST
Name
ANDREWS, SUSAN
Address
1540 INDIAN RIVER DRIVE
City -State -Zip:
SEBASTIAN FL 32958
I hereby carW that the MIMmation indicated on this report or supplemental report is true and accurate and that my elecaonlc signature shell have the same legal effect as it made under
oath; that I am an ofcer or director of Ne conoretion or the receiver or trustee empowered to execute this report as required by Chapter 607, Florida statutes; and that my name appears
above, or on an attachment wdh all other like empowered.
SIGNATURE: ANDREWS, SUSAN P 03/19/2014
Electronic Signature of Signing Officer/Director Detail Date