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HomeMy WebLinkAboutConcession LeaseMOF 5 T N HOME OF PELICAN ISLAND CONCESSION LEASE TERMS AND CONDITIONS between the CITY OF SEBASTIAN and Wesley Campbell. Section 0.0 0.01 Definitions: A. The terms: LESSOR; Sebastian Municipal Golf Course (SMGC); City of Sebastian; and City may be used interchangeably. B. The terms: LESSEE; Sebastian Golf Restaurant & Sports Lounge; and Restaurateur may be used interchangeably. C. The terms: Concession Lease; Concession Lease Agreement; Lease Agreement; Lease; Agreement; and contract may be used interchangeably. D. CPI Index shall be values published by the U.S. Bureau of Labor Statistics for all items in the South Urban Area, not seasonally adjusted. Section 1.0 1.01 Term: This Concession Lease Agreement shall be for a term of ten (10) years, with the option of one (1) ten (10) year extension. Terms of an option for a ten (10) year Lease extension may be negotiated between the parties. Wesley Campbell (hereinafter LESSEE) shall have right of first refusal in negotiating a Concession Lease Agreement extension after the initial ten (10) year term. LESSEE must notify the City Manager, or his/her designee, in writing six (6) months before the expiration of the Concession Lease, of LESSEE'S intent to exercise the option for the additional ten (10) year term. The City, within its sole discretion, may approve, or deny, the request. Section 2.0 2.01 Sites: The Concession Lease is exclusive only to the Sebastian Municipal Golf Course Clubhouse facility, to include the Restaurant/Bar (3,600 sq. ft.), Patio/Beer Garden (912 sq. ft.), and Outbuilding/Storage (182 sq. ft.). The LESSEE and LESSOR may mutually agree to add or delete the sites or square footage by formal addendum to the Agreement, which shall include a pro rata adjustment to the leased space rental fee. 2.02 Acceptance of Premises: LESSEE accepts said facility in its present condition without warranties, or representations of any kind, from the LESSOR as to its suitability, or safety, for the intended use. 2.03 LESSOR Improvements: The LESSOR has agreed to apply Grant Funds or other City Funds to provide certain interior improvements, including an upgrade to the air conditioning, remodeling of the restrooms, new carpet or flooring for the dining area and kitchen, and a range hood. LESSOR agrees to purchase or reimburse LESSEE up to $35,000, upon presentation of receipts, for permanent fixtures which will be the property of the City. Such items shall be documented as an Exhibit appended to this Agreement. Section 3.0 3.01 Cost of the Space: The LESSEE shall pay to the LESSOR a monthly leased space rental fee of $42,000 per year ($3,500 per month). Such payment shall initially be due on the first (1 st) day of March, for the period of March. The monthly leased space rental fee shall be adjusted beginning with the payment for March, after the fourth (4`h) year, sixth (6h) year, and eighth (8`h) year. Said adjustment shall be calculated based on the percentage change in the CPI Index for the previous twelve (12) months. Irrespective of this calculation, no reduction in the fee shall be allowed and no increase shall result in the LESSEE being required to pay more than a three percent (3%) increase for each adjustment. 3.02 Taxes and Special Assessments: The LESSEE shall be liable for the prevailing State of Florida Sales/Use Tax on the LESSEE's sales under this Agreement and any ad valorem taxes on personal property. No Sales/Use Tax is currently required on the amounts payable to the LESSOR, based on Florida Statutes Chapter 212.031— Tax on rental or license fee for use of real property, Section 10, as the space is a publicly owned recreation facility. The LESSOR shall be responsible for any ad valorem taxes on real property and special assessments for utility improvements or stormwater fees imposed on the space. Any modification to current laws and regulations shall be resolved by negotiations to adjust the concession lease fee by formal addendum to the Agreement. 3.03 Utility Charges: The LESSEE shall provide for water, sewer, electricity, propane/CNG, phone, Cable TV, communication services, and any other utility charges at its sole cost. The LESSEE may defer establishing a new electric account for a reasonable period, providing reimbursement is made in a timely manner to the LESSOR. The parties mutually understand that the water and sewer utility charges will be based on a City installed water meter that will measure water flow to only the restaurant and will be calculated monthly and paid to the LESSOR as a reimbursement. The LESSOR shall be fully responsible for water and sewer charges attributable to the restrooms. 3.04 Common Areas: The LESSOR shall continue to control and maintain the property surrounding the Concession Sites, including the exterior of the structures, drainage and parking areas. 3.05 Payment of Fees: The LESSEE shall make payments and submit all reports required by the lease agreement to the: Administrative Services Department City of Sebastian 1225 Main Street Sebastian, FL 32958 2 In the event the LESSEE fails to make payments as required to be paid under the provisions of the Agreement by the date due, daily interest calculated based on the rate of one and one-half percent (1 1/2%) per month shall accrue against the delinquent payment(s) until same are paid. Implementation of this provision shall not preclude the LESSOR from temunating the contract for default in the payment of rentals, fees, or charges, or from enforcing any other provisions contained herein. 3.06 Reports and Records: The LESSEE shall maintain during the term of the Agreement, all books of account, reports and records customarily used in this type of operation and such records as are necessary to document its activities pursuant to the Agreement and all payments due on said Agreement. On or before the twentieth (20th) day following the end of each filing period, the LESSEE shall furnish the LESSOR a copy of the LESSEE's State Sales Tax Return. Section 4.0 4.01 Advertisement & Signs: All advertising and signage, on and off site, must be approved by the City of Sebastian Community Development Department. 4.02 Approvals: The LESSEE agrees that it will obtain prior written approval from the LESSOR for any changes: A. From originally approved specifications, signage, and graphics. B. LESSEE plans requiring any structural modifications. 4.03 Public Contact of LESSEE's Employees: LESSEE's employees, in contact with the public, shall perform their duties in an efficient and courteous manner. All employees shall be sufficiently identified so as to be distinguishable as the LESSEE's employees. 4.04 Hours of Operation: The minimum hours of operation are one-half (1/2) hour before the first SMGC Tee Time until the close of the SMGC Pro Shop seven (7) days a week. Any other hours outside of normal hours of operation for the SMGC, or holiday closures, will be approved by the City Manager, or his/her designee. The City Manager may require a change in days and hours of operation if such a change is desirable to provide the best service to the public, necessary for maintenance, or for safety reasons. 4.05 LESSEE/Restaurateur's Services: A. The LESSEE shall control the conduct, demeanor, and appearance of its officers, members, employees, agents, representatives, customers and patrons, and upon objection to the City Manager, or his/her designee, concerning the conduct, demeanor, or appearance of any such person, LESSEE shall immediately take all necessary steps to correct the cause of such objection. B. LESSEE shall take good care of the facilities; shall use the same in a careful manner and shall, at its own cost and expense, keep and maintain the same in constant good and substantial condition and repair, less normal wear -and -tear. Upon the expiration of the Agreement, or its termination in any manner, the LESSEE shall deliver the facilities to the LESSOR in no worse condition than the same was at the commencement of the agreement, loss by fire or other casualty and ordinary wear and tear being the only exceptions. 3 C. LESSEE must operate and maintain a `beverage cart' on days with 120+ golfers booked 24 -hours in advance on the SMGC `Tee Sheet.' The aforementioned beverage cart must be provided by the LESSEE and be approved for use by the City Manager, or his/her designee. The beverage cart shall be stored in the SMGC cart barn when not in use. D. LESSEE must honor and support, with Restaurant/Bar services, any SMGC sponsorship agreements, SMGC golf tournaments and events, City of Sebastian events, and other special events. Section 5.0 5.01 Assignment, Subletting and Successors in Interest: LESSEE shall not assign or subcontract the services to be provided under the Agreement to any other person(s) or firm without first obtaining the LESSOR's written approval. It is covenanted and agreed that all covenants, conditions, agreements and undertakings contained in the Agreement shall extend to and be binding on the respective successors and assignees accepted by the LESSOR. Section 6.0 6.01 Sale of Alcoholic Beverages: LESSEE shall sell alcoholic beverages and must be duly licensed to do so. Section 7.0 7.01 Commencement of Operations: The LESSEE shall have access to the concession space on 21 November 2017. The LESSEE shall begin full-service restaurantibar operations as soon as possible after occupancy. 7.02 Structural Modifications by LESSEE: A. All fixtures, furnishings, and advertising installed by the LESSEE shall be in keeping with the appropriate standards of decor at the facilities. Any installations requiring structural modifications must be approved in advance by the City Manager, or his/her designee, prior to installation. B. No additional coin or currency -operated vending machines shall be installed or located within the SMGC sites without the permission of the City Manager, or his/her designee. Such permission shall not be unreasonably denied. C. LESSEE agrees that all equipment, furnishings, and improvements provided shall meet the requirements of all applicable building, fire, pollution, and other related codes. D. LESSEE shall not alter or modify any portion of facilities, SMGC sites, or the improvements constructed therein without first obtaining written approval from the City Manager, or his/her designee. E. LESSEE shall not sell, convey, mortgage, pledge, or otherwise dispose of any of the permanent fixtures or furnishings installed at the facilities without prior written consent of the City Manager, or his/her designee. 11 Section 8.0 8.01 Maintenance Responsibilities of LESSEE: A. Appearances of Facility: LESSEE shall, at its sole cost and expense, keep and maintain the facilities, as described in Section 2.01, in an acceptable condition, as determined by the LESSOR, during the term of the agreement, and any extensions thereof. B. LESSEE shall provide, at their expense: (1) All janitorial services and all other interior maintenance of the space, including plumbing, electrical, and `grease trap' periodic maintenance. (2) Pest control within and around 20 feet of the operational areas. (3) Garbage removal service from concession locations to the SMGC designated disposal site. (4) Janitorial service of the SMGC Clubhouse Restrooms during operating hours (LESSOR shall provide after-hours restroom janitorial service and provide necessary paper supplies). C. LESSEE shall maintain all City property, including fixtures located within the leased space. 8.02 Damages: LESSEE shall repair all damage to the equipment and facilities caused by the LESSEE, its employees, agents, independent contractors, customers, invitees, and guests of the LESSEE. Section 9.0 9.01 Quiet Enjoyment of Property: LESSOR covenants and agrees that so long as no default exists in the performance of LESSEE's covenants and agreements contained herein, LESSEE shall peaceably and quietly hold and enjoy the contracted facilities and all parts thereof free from eviction or disturbance by LESSOR. Section 10.0 10.01 Indemnification: LESSEE does hereby agree and covenants to defend fully, protect, indemnify and hold harmless the LESSOR, the SMGC, and the City of Sebastian from and against each and every claim, demand or cause of action and any and all liability, cost, expense including, but not limited to, reasonable attorneys' fees, costs and expenses incurred in defense of the LESSOR, the SMGC, and the City of Sebastian, even if incident to appellate, post judgment or bankruptcy proceedings, damages or loss in connection therewith, which may be made or asserted by the LESSOR, the LESSOR's employees or agents, invitees or any third parties on account of personal injury, death, damage or property damage caused by, arising out of or in any way incidental to or in connection with the LESSEE's operation of the equipment and facilities. At the election of the LESSOR, the SMGC, and/or the City of Sebastian, LESSEE shall contest and defend the LESSOR, the SMGC, and the City of Sebastian against any such claims of liability. The LESSOR, the SMGC, and the City of Sebastian shall in any event, have the right, through counsel of its choice, to control the defense or response to any such claim to the extent it could affect the LESSOR, the SMGC, and/or the City of Sebastian. Only those matters which are determined by a final, non -appealable judgment to be the result of the negligence of the LESSOR, the SMGC, and/or the City of Sebastian or the 5 negligence of a third party who is not an agent, employee, invitee, or subcontractor of the LESSEE shall be excluded from the LESSEE's duty to indemnify the LESSOR, the SMGC, and/or the City of Sebastian, but only to the extent of negligence of the LESSOR, the SMGC, the City of Sebastian or such third party. For the purpose of this section, the term "City of Sebastian" shall be deemed to include the City Council, City Manager, its agents, employees and affiliates. For purposes of the indemnification, "claims" shall mean and include all obligations, actual and consequential damages and costs reasonably incurred in the defense of any claim against the LESSOR, the SMGC, and/or the City of Sebastian, including, but not limited to attorneys' and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses, and travel and living expenses. The LESSOR, the SMGC, and the City of Sebastian shall have the right to defend any such claim against it in such manner as the LESSOR, the SMGC, and the City of Sebastian deems appropriate or desirable in its sole discretion. The parties acknowledge that the consideration for the indemnification agreement is included in the consideration for the Concession Lease. Section 11.0 11.01 Liability for Damage or Injury: The LESSOR, the SMGC, or the City of Sebastian shall not be liable for any damage or injury which may be sustained by any party or persons at the facilities other than the damage or injury caused solely by the negligence of the LESSOR, the SMGC, or the City of Sebastian. Section 12.0 12.01 Partial Damage of Facilities: If by no fault of the LESSEE, the facilities are partially damaged, but not rendered unusable for the purposes of the Agreement, the same shall be repaired, or replaced, with due diligence by the LESSOR from proceeds of insurance coverage and/or at its own cost and expense. If the damage shall be so extensive as to render such facilities unusable for the purposes intended, but capable of being repaired, or temporarily replaced, the same shall be repaired, or replaced, with due diligence by the LESSOR from the proceeds of insurance coverage policy and/or at its own cost and expense. The City Manager, at his/her sole discretion, may adjust the leased space rental fee as a result of any business interruption pursuant to this section. 12.02 Destruction or Replacement of Facilities: In the event the facilities are substantially destroyed, or the LESSOR erects a replacement facility, the LESSEE shall be granted the right to operate the replacement facility under the same terms and conditions, except that the leased space rental fee shall be adjusted proportionally reflecting any change in the amount of leased square footage. The LESSEE must notify the LESSOR clearly and unconditionally in writing of its intent to exercise this right within sixty (60) days after receiving formal written notice, or shall be deemed to have waived its right to operate the replacement facility. Section 13.0 13.01 Ingress and Egress: Subject to rules, regulations, statutes, and ordinances governing the use of the Facilities, LESSEE, its agents, servants, patrons and invitees, and its suppliers of service and furnishers of materials, shall have the right of ingress and egress to and from the facilities. 0 Section 14.0 14.01 Operations Performance Bond: N/A Section 15.0 15.01 Insurances and Licenses: The LESSEE shall procure and maintain the following insurance for any occurrence during the term of the contract. A. The LESSEE shall maintain and keep a concession license and liquor license in compliance with any regulatory requirements. B. Worker's Compensation Insurance shall provide for the limits required by Chapter 440, Florida Statutes, and as may be amended from time to time. The Employer's Liability shall be for a limit of no less than one million dollars ($1,000,000.00). If LESSEE, their partners, or officers request a waiver of exemption under Section 440.04, Florida Statutes, and as may be amended from time to time, LESSEE agrees to provide full disclosure of the waiver to the LESSOR and the LESSOR shall have the right to reject LESSEE's waiver of exemption. C. Comprehensive general liability insurance providing for a minimum of one million ($1,000,000.00) dollars per occurrence, and two million ($2,000,000.00) dollars aggregate, written by such insurance company as shall be acceptable to LESSOR. LESSEE's insurance shall cover all activities of any subcontractors and any individual, or company, providing services. (I) LESSEE shall name LESSOR as an additional insured under said policy and a certificate of insurance showing the additionally insured and specifying the deductible of said policy shall be delivered to LESSOR immediately upon request. The certificate shall provide for thirty (30) days prior written notice from the insurer to the LESSOR of any cancellation or amendment to said insurance policy. Each certificate of insurance shall list the following as an additional insured: The City of Sebastian 1225 Main Street Sebastian, FL 32958 (II) The General Liability Certificate shall include the following wording: "The City of Sebastian, its officers, agents, and employees are named as additional insured with respect to the work performed under the Agreement for concession and catering services." (III) Nothing is this Agreement shall be construed to affect in any way the LESSOR's rights, privileges, and immunities, including sovereign immunity as provided by law as set forth in Florida Statute 768.28. (IV) In the event that LESSEE fails to deliver said certificate to LESSOR in the above stated manner, LESSOR may cancel this Agreement or, in the alternative, procure the required policy and charge its costs to LESSEE as additional rent, to be paid by LESSEE thirty (30) days before the first day of the commencement of the term thereof. 7 1. Dram Shop Liability Insurance. (I) The LESSEE shall maintain and, prior to commencement of this Agreement, provide the LESSOR with evidence of insurance to cover liability for the service of alcoholic beverages with limits of one million ($1,000,000.00) dollars no later than thirty (30) business days before the commencement date of the term as set forth in section 7.01. (II) The LESSOR shall be named an additional insured, as its interest may appear, on the policies set forth in this section. LESSEE shall not cancel or reduce the coverage provided by any policy described in this Section except upon thirty (30) days prior written notice to LESSOR. 2. LESSOR shall maintain and keep in force property insurance on the facilities. LESSEE shall be responsible for keeping in force fire and extended coverage on all contents, improvements and betterments. LESSEE shall maintain builders risk insurance on all facilities pursuant to Section 7.02. 3. LESSOR reserves the right to reasonably amend insurance requirements by the issuance of notice in writing to the LESSEE. Section 16.0 16.01 Termination by LESSOR: A. LESSOR may terminate the Agreement Lease without notice upon the occurrence of any of the following events: (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 (3) Assignment by LESSEE for the benefit of creditors. (4) Abandonment by LESSEE of, and discontinuance of operations hereunder. (5) The discovery of any misstatement in negotiations between LESSEE and LESSOR which, in the sole opinion of the LESSOR, materially affects the LESSEE's qualifications to perform under the Agreement. (6) If the LESSOR fails to pass an Indian River County Health Department health/sanitation inspection, LESSEE shall remedy the violation within a three (3) day period or the City Manager may terminate the Agreement. B. LESSOR shall have the right to terminate the Concession Lease after thirty (30) days written notice sent by registered/certified mail, or hand -delivered, to the LESSEE, of the occurrence of one or more of the following, unless the same shall have been corrected within such period: (1) Non-performance of any covenant of the contract and failure of the LESSEE to remedy such breach. (2) The conduct of any business or the merchandising of any product or service not specifically authorized herein. C. If LESSEE fails to pay any sum or sums due under the lease agreement for a period of ten (10) days after the due date, the LESSOR shall have the right, after seven (7) calendar days additional written notice either hand -delivered to a LESSEE principal party or sent by registered or certified mail to the LESSEE specifying 0 the amount of payment(s) in default, and accrued interest, to terminate the Agreement, provided however, that such termination shall not be effective if LESSEE makes the required payment(s), and accrued interest, during the seven (7) calendar day period following receipt of the written notice. 16.02 Termination by LESSEE: LESSEE shall have the right, upon thirty (30) calendar day's written notice to the LESSOR, to terminate the Agreement at any time after the occurrence of one or more of the following events: (1) Issuance by any court of competent jurisdiction of any injunction substantially restricting the use of the facilities for commercial purposes, and the remaining in force of said injunction for a period of more than ninety (90) calendar days. (2) A breach by the LESSOR of any of the terms, covenants, or conditions contained in the Concession Lease and the failure of the LESSOR to remedy such breach for a period of sixty (60) calendar days after receipt of written notice sent by registered/certified mail, or hand -delivered, from the LESSEE of the existence of such breach. Section 17.0 17.01 Non -Discrimination: A. That LESSEE for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that: (1) No person on the grounds of race, color, national origin, or sex shall be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. (2) In the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, color, national origin, or sex shall be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination. (3) LESSEE shall use the designated Sites in compliance with all other requirements imposed by, or pursuant to, Title 45, Code of Federal Regulations, Article 80, Non-discrimination under programs receiving Federal Assistance. B. In the event of breach of any of the above non-discrimination covenants, LESSOR shall have the right to immediately terminate the Agreement and to re-enter and repossess said facilities thereon and hold the same as if the Agreement has never been made or issued. C. LESSEE shall not discriminate against any employees or applicant for employment to be employed in the performance of the Agreement with respect to hiring, tenure, terms, conditions, or privileges of employment, or any matter directly or indirectly related to employment because of age, sex, or physical handicap (except where based on a bona fide occupational qualification); or because of marital status, race, color, religion, national origin, or ancestry. 0 Section 18.0 18.01 Rules and Regulations: LESSEE will observe, obey and comply with all rules and regulations adopted by the City of Sebastian and all laws, ordinances and/or rules and regulations of other governmental units and agencies having lawful jurisdiction, which may be applicable to LESSEE's operations under the Agreement. Section 19.0 19.01 Payment of Obligations: LESSEE shall pay all taxes and other costs lawfully assessed against its interest in the facilities, its improvements and its operations under the Agreement, except those taxes, and other costs, specified as the LESSOR'S responsibility pursuant to Section 3.02. Section 20.0 20.01 Inspection and Availability of LESSEE's Records: The LESSEE shall be required to allow the City Manager or his/her designee, or the Auditors of the City, to inspect, and obtain copies, of all or any part of the records necessary to verify the State Sales Tax Return or the LESSEE's operations in accordance with the Agreement. Said records shall be available at a reasonable location close to Sebastian, Florida for a period of five (5) years after the end of any year covered by the Agreement. Section 21.0 21.01 Inspection by LESSOR: The City of Sebastian City Manager, or his/her designee, may make periodic inspections of all of the facilities and equipment to determine if such are being maintained in a neat and orderly condition. LESSEE shall be required to make any improvements in cleaning or maintenance methods required by LESSOR. Such periodic inspections may also be made to determine whether the LESSEE is operating in compliance with the terms and provisions of the Agreement. Section 22.0 22.01 Facility Repairs, Alterations and Additions by the LESSOR: LESSOR shall have the absolute right, without limitations, to make any repairs, alterations, and additions to any structures and facilities, including the facilities leased under the subject Agreement, free from any and all liability to the LESSEE. During the making of such repairs, alterations, and additions, other than repairs to damaged items pursuant to Section 12.01, a pro -rata adjustment may be made to the leased space rental fee upon mutual agreement between the LESSEE and the City Manager. Section 23.0 23.01 Removal of Property: LESSEE, within ten (10) calendar days following the termination/expiration of the Agreement, shall forthwith remove all of its personal property. Any personal property of LESSEE not removed in accordance with this section may be removed by the LESSOR for storage at the cost of LESSEE or shall constitute a gratuitous transfer of title thereof to the LESSOR whatever disposition is deemed to be in the best interest of the LESSOR. LESSOR shall not be liable to LESSEE for the safekeeping of LESSEE's personal property. 10 It is the intention of the parties to the Agreement that all fixtures, furnishings, and equipment purchased or leased by LESSEE for use at the concession site, except those permanently affixed to buildings as defined under the laws of the State of Florida, shall be and will always remain the personal property of the LESSEE. Upon termination of the Agreement and the removal of all personal property by LESSEE, the LESSEE shall restore said facilities to a neat, clean, and habitable condition. Section 24.0 24.01 Indulgence Not Waiver: The indulgence of either party with regard to any breach or failure to perform any provision of the Agreement shall not be deemed to constitute a waiver of the provision of any portion of the Agreement either at the time the breach or failure occurs or at any time throughout the term of the Agreement. Section 25.0 25.01 Integration: The drafting, execution and delivery of this Agreement by the parties have been induced by no representations, statements, warranties or agreements other than those expressed in it. This Agreement 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 Agreement cannot be changed or modified except by written instrument executed by all parties hereto. This Agreement and the terms and conditions hereto apply to, and are binding upon, the legal representatives, successors, and assigns of both parties. Section 26.0 26.01 Severability: If any term of this Agreement 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 Agreement, 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 Agreement shall be valid and enforceable to the fullest extent permitted by law. Section 27.0 27.01 Notices: All notices required under this Agreement shall be sent by certified mail as follows: LESSOR: City of Sebastian 1225 Main Street Sebastian, Florida 32958-4165 ATTN: City Manager In addition, a Copy shall be provided to the Sebastian City Attorney's Office at the same address as above. LESSEE: Wesley Campbell Sebastian Golf Restaurant & Sports Lounge 100 Brush Foot Drive Sebastian, FL 32958-3903 11 Section 28.0 28.01 Governing LawNenue: This Agreement 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. The parties hereto shall, and they hereby do, waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way related to this Agreement, the relationship of LESSOR and LESSEE, LESSEE's use or occupancy of the Premises, the Building or the Lot, and/or any claim of injury, loss or damage. IN WITNESS WHEREOF, the Parties have executed this Agreement on this the 23rd dayof August ,2017. LESSOR: The City of Sebastian Joe Griffin City Manager Manager ATTEST: City of Sebastian, Florida Barrette. WiIIiams,. MMC City CIerk— - — Approved as to Form and Correctness for the City of Sebastian only: Cynthia V. Hall, Interim City Attorney 12