HomeMy WebLinkAbout2008-425 LEASE AGREEMENT BETWEEN TIMOTHY E . TYKES , JOSHANA TYNES
AND MERMAID CARWASH , INC . AND INDIAN RIVER COUNTY
THIS LEASE AGREEMENT (the "Agreement") is entered into by and between
Timothy E . and Joshana Tynes , husband and wife and doing business as Mermaid
Carwash , Inc . ( "Tenant") , 1935 43`d Avenue, Vero Beach , Florida 32960 , and Indian
River County, a political subdivision of the State of Florida , 1801 27th Street , Vero
Beach , FL 32960 , (the "County") as of the date set forth below as the effective date (the
"Effective Date") .
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WHEREAS , on December ,8�, 08 , oard of County Commissioners agreed
to purchase the real property located at 1935 43`d Avenue , Vero Beach , Florida , (the
"Premises" and " Little Mermaid Carwash " ) the sketch and legal descript is attached as
Exhibit "A" and incorporated by reference herein ; and
WHEREAS , Tenant owns and operates Little Mermaid Carwash , a car wash on
the property; and
WHEREAS , as part of the purchase agreement, the County offered to lease the
premises back to Tenant following closing of the sale and purchase agreement ; and
WHEREAS , Tenant is desirous of entering into this Lease Agreement and has
represented to County that they have the competency and experience to perform the
services set forth in this agreement ; and
WHEREAS , the County is now the owner of 1935 43`d Avenue , Vero Beach ,
Florida 32960 Tenant desires to continue operating his business until the County
accepts bids on the project for intersection widening and improvement ; and
WHEREAS , the County' s intent lease to Tenant for a period sixty days after
acceptance of bid opening for the intersection improvement project ; and
WHEREAS , Tenant and the County' s contact information regarding this
Agreement is :
FOR COUNTY: FOR TENANT :
Indian River County Timothy E . and Joshana Tynes
c/o Tom Frame , Director 1935 43`d Avenue
General Services Vero Beach , FL 32960
1801 27th Street
Vero Beach , Florida 32967
NOW THEREFORE , in consideration of the mutual benefits to be derived from
this agreement and other valuable consideration , the receipt and sufficiency of which is
hereby acknowledged , the parties , intending to be legally bound agree as follows :
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SECTION 1 = LEASE
Background Facts , The Background Facts are agreed to be true and correct are
incorporated herein by this reference .
1 . Property and Term of Lease . The County leases to Tenant and Tenant leases
from County, the property located at 1935 43`d Avenue , Vero Beach , Florida 32960 ,
currently known as Mermaid Carwash consisting of approximately 0 .47 acres , as more
particularly described on Exhibit " A" attached hereto and incorporated by reference
herein . The term of the lease shall commence on December 2008 and
terminating on March 31 , 2010 . The rent shall be paid at the rate of One Dollar ( $ 1 . 00 )
per month payable in advance on the first day of each month .
2 . Length of Lease . The Lease shall be for an original fixed term from the date of
execution subject to early termination pursuant to its term . This lease is entered into
conditioned upon Tenant' s assurances that no extension is needed . Extension of the
lease shall be at the sole pleasure of the Board of County Commissioners . In the event
the County deems it necessary to terminate this lease before March 31 , 2010 , County
shall give 60 days written notice to Tenant and Tenant shall vacate the premises within
those 60 days . In the event of an early termination , Tenant shall be paid the sum of
$ 5 , 000 .00 by the County for each month lost as a result of the early termination of the
lease . In the event Tenant terminates this lease prior to March 31 , 2010 , no
compensation shall be paid by County to Tenant .
3 . Use of Leased Premises . During the term of this Agreement , Tenant shall use
the leased premises for operation of Mermaid Carwash and for no other purpose .
Tenant shall not use the premises , or any part thereof, or permit the same to be used
for any illegal , immoral , or improper purposes ; not to make , or permit to be made , any
disturbance , noise , or annoyance whatsoever detrimental to the premises or the comfort
and peace of the inhabitants of the vicinity of the premises . Violation of this term of the
lease shall be grounds for immediate cessation of the operation of Little Mermaid
Carwash and eviction from the premises .
4. Utilities and Equipment. Tenant shall pay all utilities including garbage
removal . Tenant shall be responsible for all maintenance and repair of any equipment
or fixtures in or on the Premises .
5 . Assignment and Subletting . Tenant shall not assign the lease or the leasehold
estate granted to them under the lease to any other person , firm or entity . Any
attempted assignment of the lease or the leasehold estate granted under the lease shall
be void and may , at the sole option of the County , be deemed an event of default under
the lease .
6 . Prohibition on Encumbrances. Tenant shall not mortgage , pledge , or
encumber the lease , in whole or in part, or the leasehold estate granted under the
lease , to any other person , firm or entity. Any attempt to do so shall be void and may , at
the sole option of the County , be deemed an event of default under the lease . This
covenant shall be binding on Tenant' s successors in interest.
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7 . Employees Hired by Tenant. All Tenant' s employees shall be considered to be
at all times her sole employees and not employees or agents of Indian River County .
8 . Complaints Concerning Operations , The County or its representative may
submit a written report to Tenant enumerating problem areas encountered . Tenant will
provide written documentation of action to be taken to resolve problems .
9 . Termination by the County. The County reserves the right to terminate the
agreement at any time , upon five (5 ) days advance written notice to the Tenant if any
term of this lease is breached or if Tenant is notified of problems with operation of the
premises and Tenant has not cured the deficiencies .
10 . Bankruptcy. If Tenant is adjudged bankrupt , either voluntary or involuntary, the
County may terminate this Agreement effective on the day and time the bankruptcy
petition is filed .
SECTION II = OPERATION OF BUSINESS
1 . Conduct of Business . Tenant shall conduct its business in strict accordance
with the laws of the State of Florida and all local ordinances . Violation of this part of the
Agreement shall be cause for immediate termination of this Lease Agreement and
immediate cessation of the operation of Little Mermaid Carwash .
A . Tenant will be required to pay all taxes and timely remit any reports or paperwork
associated with the business
2 . Hours of Operation . Tenant shall abide by all laws and ordinances regarding
the hours of operations for Little Mermaid Carwash .
3. Improvements . Tenant agrees that all improvements and any changes made to
the facility shall be at their sole expense and must have the prior approval of the County
or its representative . Further, the forgoing approval shall not be deemed to be the
approval of the County Building Department or any other regulatory arm of the County .
Notwithstanding the above , Tenant is authorized to make roof repairs over the
automatic carwash .
4. Occupational and Other Taxes . Tenant shall pay all taxes which shall be
imposed or assessed by any and all governmental authorities in connection with the
business or operation conducted under this agreement .
5 . Compliance with Laws . Tenant shall meet all federal , state , county and
municipal laws , ordinances , policies , and rules applicable to the operation of Little
Mermaid Carwash .
6 . Public Relations . Tenant shall maintain good public relations with users of the
facility and cooperate with Indian River County officials in all matters pertaining to the
area .
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7 . Garbage and Disposal . Tenant shall comply with the standards of franchise
garbage and disposal collection specifications .
8 . Personal Property. Any and all personal property placed on the premises by
the Tenant or her employees shall be at their own risk and the County shall not be liable
for any damage or loss to said personal property for any cause whatsoever.
SECTION III = INSURANCE
1 . Indemnification and Insurance . Tenant shall not operate Little Mermaid
Carwash until they have obtained all the insurance required under this section , and until
such insurance has been approved by the County . Tenant will purchase and maintain
such insurance as follows :
A . Workers' Compensation Insurance : Tenant shall procure and maintain workers'
compensation insurance to the extent required by law for all employees to be
engaged in work under this agreement. In case any employees are to be engaged in
hazardous work under this contract and are not protected under the workers '
compensation statute , the Tenant shall provide adequate coverage for the protection
of such employees .
B . Public Liability Insurance : Tenant shall procure and shall maintain broad form
commercial general liability insurance (including contractual coverage ) and
commercial automobile liability insurance in amounts not less than shown below .
The County shall be an additional named insured on this policy with respect to all
claims arising out of the operations or work to be performed .
C . Commercial General Liability $ 500 ,000 combined single limit
(other than automobile) for bodily injury and property damage
i ) Premises/Operations
ii ) Products/Completed Operations
iii ) Personal Injury
iv) Contractual Liability
D . Business Auto Liability $ 500 , 000 combinedproperty for bodily
injury pro p Y damage
i ) Owned/Leased Automobiles
ii) Non - Owned Automobiles
iii ) Hired Automobiles
I Proof of Insurance : Tenant shall furnish the County a certificate of insurance in
a form acceptable to the County for the insurance required . Such certificate or an
endorsement provided by Tenant must state that the County will be given thirty ( 30 )
days written notice prior to cancellation or material change in coverage . Copies of an
endorsement naming County as Additional Insured must accompany the Certificate of
Insurance .
3 , General Requirements of Insurance . Any deductibles or self insured
retentions greater than $ 5 , 000 must be approved by the Risk Manager for Indian River
County with the ultimate responsibility for same going to Tenant. Tenant's insurance
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coverage shall be primary . All above insurance policies shall be placed with insurers
with a Best's rating of no less that A + VII . The insurer chosen shall also be licensed to
do business in Florida . The insurance policies procured shall be per occurrence
policies or as generally available on the open insurance market . The Insurance Carriers
shall supply Certificates of Insurance evidencing such coverage to the Indian River
County Risk Management Department upon execution of this Contract. The insurance
companies selected shall send written verification to the Indian River County Risk
Management Department that they will provide 30 days written notice to the Indian
River County Department of Risk Management of its intent to cancel or terminate said
policies of insurance .
4. Indemnification . Tenant hereby agrees to indemnify Indian River County and
Representatives thereof from all claims arising solely from intentional , reckless or
negligent acts , errors or omissions of the Tenant or Tenants' Representatives in the
performance of services under this agreement and for which Tenant is legally liable .
5 . Notice of Claims . County and Tenant shall give prompt notice to the other of
any third party claims made against either or both of them , and shall cooperate fully with
each other and with any insurance carrier to the end that all such claims will be properly
investigated , defended and adjusted .
6 . Failure to Maintain Insurance. Failure to maintain such insurance will be
deemed as a cause for termination of this agreement.
SECTION IV - COUNTY RESPONSIBILITIES
1 . Obligations to Provide Facilities . County , leases the premises in "as is "
condition . Tenant shall be responsible for all repairs and maintenance to the leased
premises and properties . Tenant has inspected the premises and facilities and agrees
that they are adequate facilities and the facilities adhere to current federal and state
safety standards .
SECTION V = DEFAULT , REMEDIES
1 . Default by Tenant . In the event Tenant is in default under the terms of this
Agreement, after five (5 ) days written notice and opportunity to cure , County may , in
addition to any right of termination provided in this Agreement , maintain an action for
damages arising from the default .
2 . Default by County. In the event that County is in default under the terms of this
Agreement after any grace period or notice and cure period expressly provided herein ,
Tenant may , in addition to any right of termination contained in this Agreement , exercise
any right or remedy available at law or equity including , without limitation , an action for
damages arising out of the breach .
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SECTION VI - MISCELLANEOUS
1 . In connection with this Agreement , the parties agree to cooperate in good faith
and to perform no act , or allow any omission , which would inhibit the other party from
performing its obligations under this Agreement .
2 , This Agreement , together with the Exhibits constitutes the entire agreement
between the parties with respect to the subject matter hereof and merges all prior and
contemporaneous communications . This Agreement shall not be modified except by a
written agreement dated subsequent to the date of this Agreement and signed on behalf
of County and Tenant by their respective duly authorized representatives .
4 . Any notice which either party is required or may desire to give to the other under
this Agreement shall be in writing and shall be given by registered or certified mail ,
return receipt requested , postage prepaid , addressed to the party at its address shown
on the First Page of this Agreement. If County or Tenant wishes to change its respective
address for purposes of notice under this Agreement , they may do so by giving to the
other written notice of change of address .
5 . Nothing in this Agreement shall be construed to create a partnership , a joint
venture or agency relationship between the parties . Neither party shall have any
authority to enter into agreements on behalf of the other, or otherwise to bind or obligate
the other in any manner. The language of this Agreement shall not be construed more
strongly against either party , regardless of which party is responsible for its drafting .
6 . No waiver of any breach of any provision of this Agreement shall constitute a
waiver of any prior, concurrent or subsequent breach of the same or any other
provisions hereof, and no waiver shall be effective unless made in writing and signed by
an authorized representative of the waiving party.
7 . The parties agree that any litigation arising from this Agreement shall be brought
in Indian River County Florida .
8 . In the event of acts or occurrences beyond the control of Tenant , including ,
without limitation , acts of God , fire , flood , hurricanes , that damages the premises to the
extent that prevents Tenant from safely operating Little Mermaid Carwash , then this
Lease shall be deemed terminated and the County has the right to take possession of
the premises and exclude Tenant from the premises . County would not be liable to
Tenant for the $5 , 000 . 00 per month early termination reimbursement .
9 . Tenant shall be responsible for obtaining , and shall pay for, any such required
permits , fees , and licenses .
10 . It is agreed by the parties that, at all times and for all purposes within the scope
of this Agreement , the relationship of Tenant to the County is that of a commercial
leasing tenant , and not that of employee .
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11 . If any of the provisions contained in this Agreement are held for any reason to be
invalid , illegal , or unenforceable in any respect , such invalid , illegal , or unenforceable
provision shall not affect any other provision , and this Agreement shall be construed as
if such invalid , illegal , or unenforceable provision had never been contained herein .
In witness , the County and Tenant have caused these presents ta, be executed" dn
their names the year first written above .
BOARD OF COUNTY, COMMISSIONERS
AS TO TENANT: INDIAN RIVER COUNTY , FLQRIDA
BY2
4mothyy WTnq4ViAdKi0dtu;afy Land Wesley S . Davis , Chairman
As PresidentV Mermaid Carwash , Inc . Board of County Commissioners
AS TO TENANT : Approved by the BCC : December 16 , 2008
hana Tynes , in vidually
WITNESS : ATTEST : Mary Louise Scheidt, Clerk, Ad Interim
WITNESS : BY : \ Z�ot� p
Deputy Clerk of Court
seph A . aird , County Administrator
4Approvedas to form and legal s ffici cy
William K. De raal
Deputy County Attorney
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