HomeMy WebLinkAbout2009-072 LEASE AGREEMENT
THIS LEASE AGREEMENT ( " Lease " ) by and between Indian River County , Florida ,
a political subdivision of the State of Florida , whose address is 1800 27th Street , Vero
Beach , Florida ( " County " ) , and Senior Resource Association , Inc . , a Florida non - profit
corporation , formerly known as Council on Aging , Inc . , whose address 694 14th Street ,
Vero Beach , FL 32960 ( " Tenant " ) , shall take effect as of April 1 , 2009 ( " Effective Date " ) .
BACKGROUND RECITALS :
A . Tenant is the Community Transportation Coordinator ( CTC ) and Transit
Service Provider for the County and as such , makes all the required transportation
appointments on behalf of Indian River County . Most of the buses operated by the Tenant
are titled to Indian River County as the owner of the vehicles . The operation of the buses
for the citizens of Indian River County serves a legitimate public purpose ; and
B . The Tenant operates 51 buses from its current 14th Street location . With
future growth of the fleet anticipated , the current location is becoming inadequate for
continued use . In light of the fact the maintenance of the buses along with fueling is
provided at the County Fleet Maintenance Facility located on 41St Street , it would be
beneficial to have Tenant located closer to the Fleet Maintenance Facility ; and
C . Tenant has asked the County to enter into a Lease Agreement with a 40 -year
term that will allow the Tenant to utilize roughly two and a half ( 2 . 53 ) acres of County
owned property on 43rd Avenue , as more specifically described herein , for the use of
storing and maintaining their fleet of buses ; and
D . Pursuant to Florida Statues Section 125 . 38 , the County has the ability to set
a nominal rent regardless of the actual value of the property .
NOW , THEREFORE , for good and valuable consideration , the receipt and
sufficiency of which is hereby acknowledged , and intending to be legally bound hereby , the
parties hereby agree as follows :
1 . The County as Landlord does hereby lease to Tenant , and Tenant hereby
leases from County the property located on 43rd Avenue and more specifically described
on Exhibit "A " , attached hereto and made a part hereof ( " the Leased Premises " ) on the
terms and conditions set forth in this Lease . The term of this Lease is 40 years .
2 . As rent for the Leased Premises , Tenant shall pay to County the sum of one
dollar ( $ 1 ) per year for each year during the term of this Lease . Tenant shall pay any
taxes that may be assessed in connection with this Lease and in connection with Tenant ' s
use of the Leased Premises , including , but not limited to , sales and use tax , ad valorem
tax , tangible property tax , and intangibles tax .
3 . Tenant may use the Leased Premises for the purposes of storing and
maintaining a fleet of buses operated by the Tenant , and for any purpose relating to
operation of the bus service .
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4 . Tenant shall make any necessary improvements on the Leased Premises in
order to accommodate the storage , maintenance , and operation of the fleet of buses at
Tenant ' s sole expense . Any such improvements shall be subject to County ' s prior written
approval . County expressly reserves the right to review and approve or disapprove of any
construction plans prior to application for any building permit . All such improvements ,
shall comply with any and all applicable governmental laws , regulations , rules , and orders ,
shall follow standard construction methods and shall be constructed in accordance with the
plans and specifications approved by the County . Tenant shall maintain such
improvements as may be required by County . Tenant shall maintain the Leased Premises
in a clean condition during the term of this Lease by promptly removing and properly
disposing of all litter , rubble , trash , and debris .
5 . Any and all improvements made by the Tenant to the Leased Premises shall
become the property of the County at the time of expiration or sooner termination of this
Lease . However , if any improvements made by the Tenant to the Leased Premises
remain after expiration or sooner termination of this Lease , County may arrange for their
removal at Tenant ' s sole expense .
6 . Upon the effective date of this Lease for the Leased Premises , the prior
lease entered into between the County and Tenant for property located on 41st Street , as
approved by Resolution 2007 - 083 , and recorded at O . R . Book 2260 , Page 1986 , shall
become NULL AND VOID .
7 . During any federally , State of Florida , or locally declared disaster or other
emergency , the County reserves the right to have the full and exclusive use of the Leased
Premises for as long as reasonably necessary as the County , in its sole discretion , acting
as the Indian River County Emergency Services District , shall determine , for any and all
appropriate governmental purposes in connection with such declared disaster or other
emergency .
8 . Tenant has provided a copy of the insurance certificates required by this
Lease to the County for July 1 , 2008 , through and including October 01 , 2009 . During
each year of this Lease , Tenant shall , at least ten ( 10 ) days prior to the expiration
of the
required insurance , provide to the County renewal certificates of the required insurance .
The insurance required is commercial general liability insurance with a reputable insurance
company authorized to issue insurance policies in the State of Florida , subject to approval
by the County ' s Risk Manager , in an amount not less than $ 1 , 000 , 000 combined single
limit for bodily injury and property damage , including coverage for premises/operations ,
products/completed operations , contractual liability , and independent contractors , in
accordance with Indian River County ' s Administrative Policy Manual . The commercial
general liability policy shall name Indian River County , a political subdivision of the State of
Florida , as additional insured . In addition , if Tenant is required by law to maintain workers '
compensation insurance Tenant shall , at least ten ( 10 ) days prior to the commencement of
operations under this agreement , provide to the County a certificate of workers '
compensation insurance , including employer' s liability , with a reputable insurance
company authorized to issue insurance policies in the State of Florida , subject to approval
by County ' s Risk Manager , with a limit of $ 100 , 000 per accident , $ 500 , 000 disease ( policy
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limit) , and $ 100 , 000 disease ( each employee ) in compliance with all state and federal
laws , and in accordance with Indian River County ' s Administrative Policy Manual . Tenant
shall provide to the County at least thirty ( 30 ) days ' written notice by registered mail , return
receipt requested , addressed to County ' s Risk Manager , prior to cancellation or
modification of any required insurance . Tenant shall cause any contractor or
subcontractor performing any work on the Leased Premises to provide to County
certificates of insurance under the same conditions and with the same policy limits as
required of the Tenant .
9 . Tenant shall indemnify and hold harmless the County , and its officers ,
employees and agents , from and against any and all claims , damages , liabilities , costs
( including attorney ' s fees ) , third party claims , judgments , and expenses to persons or
property that may arise , directly or indirectly , from any negligent , reckless , or intentional
act or omission of Tenant , or of Tenant ' s officers , employees or agents , in the operation of
the Leased Premises , or otherwise in connection with this Lease .
10 . Tenant shall repair , cause the repair , or reimburse the County for the repair
of, any damage to County ' s property caused by Tenant or Tenant ' s employees , guests ,
invitees , licensees , or permittees .
11 . Tenant shall comply with all of the laws , rules , ordinances , and regulations of
the County , State and Federal Governments , and agencies regarding the use of the
Leased Premises . Violation of any law , rule , ordinance or regulation may result in
immediate termination of this Lease .
12 . In addition to the rights granted under paragraph 13 of this Lease , County
shall have the right to terminate this Lease upon the occurrence of any of the following
( each an " Event of Default" ) : 1 ) Loss of non - profit corporation status by Tenant ; 2 )
Abandonment by Tenant of the Leased Premises ; 3 ) Default of, non - performance of, or
other non - compliance with , any term , covenant or condition of any nature whatsoever
under this Lease to be performed by Tenant ; or 4 ) Failure to pay when due any rent , or
any other expense which could result in a lien being placed upon the Leased Premises .
Upon the occurrence of an Event of Default , the County shall send a written notice to
Tenant , in the manner set forth in this Lease , setting forth the Event of Default in specific
detail and the date this Lease shall terminate in the event Tenant does not cure the
default . Within thirty ( 30 ) days following receipt of a default notice , Tenant shall have
cured the default to the reasonable satisfaction of County . In the event Tenant 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 County , other than providing final written notice to the
defaulting party that the Event of Default has not been cured and that the Lease is
terminated .
13 . The Tenant is both the Community Transportation Coordinator ( CTC ) and
Transit Service Provider for the County . Should the Tenant cease acting as the Community
Transportation Coordinator or Transit Service Provider for the County , then this Lease
shall terminate . In the event of this Lease terminating due to the Tenant ceasing to act as
the CTC , Tenant shall have 270 days to vacate the Leased Premises . During this period ,
Tenant understands that another community transportation coordinator may have to use
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the Leased Premises and Tenant agrees not to interfere with the new CTC or Transit
Service Provider' s activities .
14 . Tenant shall not , in any manner , assign , transfer , mortgage , pledge ,
encumber , or otherwise convey an interest in this Lease , or sublet the Leased Premises or
any part thereof ( any one of the foregoing events hereinafter referenced as an
"Assignment " ) , without the prior written consent of County which consent may be granted ,
conditioned , or withheld at County ' s sole discretion for any reason . Any such attempted
Assignment without County approval shall be null and void .
15 . In the event there arises any dispute or litigation over the terms and
conditions of this Lease , each party shall bear its own attorney ' s fees , costs , and expenses
to resolve that dispute .
16 . Any notices which are required , or which either party may desire to serve
upon the other parties , shall be in writing and shall be deemed served when hand
delivered , or when actually received via U . S . Mail , postage prepaid , return receipt
requested , addressed to the parties at :
Tenant : Senior Resource Association , Inc . County : Indian River County
Attn : Karen Deigl Attn : Thomas Frame , General Services
69414 th Street 180027 th Street
Vero Beach , FL 32960 Vero Beach , FL 32960
These addresses may be changed by any party by providing written notification to the
other parties .
17 . If and so long as Tenant performs all of its obligations under this Lease ,
County covenants that Tenant shall and may quietly hold and enjoy the Leased Premises ,
subject to any provisions of this Lease , applicable laws , ordinances , and governmental
regulations , and to any governmental actions , and to any taking under the power of
eminent domain .
18 . The County may enter and inspect the Leased Premises at all reasonable
hours to insure the premises is being properly maintained and kept in good condition .
19 . This Lease shall be governed by the laws of the State of Florida and any and
all legal action instituted because of this Lease shall be instituted in Indian River County .
20 . Each right , power and remedy of the County and Tenant provided for in this
Lease shall be cumulative and concurrent and shall be in addition to every other right ,
power or remedy provided for in this Lease or now or hereafter existing at law or in equity
or by statute or otherwise . The failure of either party to insist upon compliance by the
other party with any obligation , or exercise any remedy , does not waive the right to so
in
the event of a continuing or subsequent delinquency or default . A party ' s waiver of one or
more defaults does not constitute a waiver of any other delinquency or default . County ' s
acceptance of rent does not waive any uncured delinquency or default by Tenant .
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21 . This Lease incorporates and includes all prior and contemporaneous
negotiations , correspondence , conversations , agreements or understandings applicable to
the matters contained herein and the parties agree that there are no commitments ,
agreements , or understandings of any nature whatsoever concerning the subject matter of
the Lease that are not contained in this document . Accordingly , it is agreed that no
deviation from the terms hereof shall be predicated upon any prior or contemporaneous
representations or agreements , whether oral or written .
22 . If any term , covenant or provision of this Lease , or the application thereof to
any person or circumstances shall , to any extent , be held invalid or unenforceable for the
remainder of this Lease , then the application of such terms or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable shall not be
affected , and each and every other term and provision of this Lease shall be deemed valid
and enforceable to the fullest extent permitted by law .
23 . This Lease may be executed in one or more counterparts , each of which
shall be deemed to be an original copy and all of which shall constitute but one and
the
same instrument .
24 . The Background Recitals are true and correct and form a material part of this
Lease .
IN WITNESS WHEREOF , the parties hereto have caused this Lease to be executed
by their respective duly authorized representatives as of the date first set forth above .
INDIAN RIVER COUNTY , FLORIDA
Board of County Commissioners
ate Mara 17 , 2009
BARYON . CLERK _ --- - - -
Wesley S . Davis , Chairman ,
Board of County Commissioners
SENIOR RESOURCE ASSOICATION , INC .
By Date :
Karen Deigl , P e ide t/CEO of the Senior
Resource Association , Inc .
Approved as to form and legal sufficiency :
George Glenn , Assistant County Attorney
5
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NOTES LEASE AREA LEGAL DESCRIPTION
1 . THIS SKETCH AND DESCRIPTION IS NOT VALID WITHOUT THE A PORTION OF TRACT 1 , SECTION 28 , TOWNSHIP 32 SOUTH ,
SIGNATURE AND ORIGINAL RAISED SEAL OF THE FLORIDA RANGE 39 EAST , INDIAN RIVER COUNTY , FLORIDA , MORE
REGISTERED SURVEYOR AND MAPPER NAMED HEREON . PARTICULARLY DESCRIBED AS FOLLOWS .
2 . THIS SKETCH AND DESCRIPTION MEETS OR EXCEEDS ALL THE EAST 1 1 . 18 ACRES OF TRACT 1 , SECTION 28 , TOWNSHIP 32
APPLICABLE REQUIREMENTS OF THE MINIMUM TECHNICAL SOUTH , RANGE 39 EAST , ACCORDING TO THE LAST GENERAL PLAT
STANDARDS AS ESTABLISHED IN CHAPTER 61G17 - 6 , OF THE LANDS OF THE INDIAN RIVER FARMS COMPANY RECORDED
FLORIDA ADMINISTRATIVE CODE . IN PLAT BOOK 2 , PAGE 25 OF THE PUBLIC RECORDS OF ST .
3 . THIS SKETCH AND DESCRIPTION AND ADJOINING PARCELS LUCIE COUNTY , FLORIDA; SAID LANDS NOW LYING AND BEING IN
MAY BE SUBJECT TO EASEMENTS , RESTRICTIONS , RESER — INDIAN RIVER COUNTY, FLORIDA; LESS AND EXCEPT THE
VATIONS , OR RIGHT— OF— WAYS NOT SHOWN AND MAY BE NORTHERLY 345 . 6 FEET AND THE SOUTHERLY 633 FEET OF SAID
FOUND IN THE PUBLIC RECORDS . EAST 11 . 18 OF TRACT 1 ; ALSO LESS AND EXCEPT ALL
4 . THIS SKETCH AND DESCRIPTION DOES NOT REPRESENT A RIGHTS — OF— WAY FOR ROADS , CANALS , AND DITCHES .
FIELD SURVEY. EXISTING PROPERTY CONDITIONS OR FEATURES CONTAINING 110 , 149 SQUARE FEET, MORE OR LESS , OR 2 . 53
ARE NOT SHOWN . ACRES .
LEGEND & ABBREVIATIONS
CERTIFICATION P . B . = PLAT BOOK
SURVR7 D PPEER IN RESPONSIBLE CHARGE PG . = PAGE
R/W = RIGHT WAY
O . R . B . = OFFICIALCIAL RECORD BOOK
MICHAEL O ' BRIEN P . S . M . DATE THIS IS NOT A BOUNDARY SURVEY
FLORIDA REGISTRATION NO . 6118 SKETCH TO ACCOMPANY LEGAL DESCRIPTION
INDIAN RIVER COUNTY SURVEYOR PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DIVISION
DRAWN BY& SECTION 28sNEEr
NDIAN RIVER COUNTY ADMINISTRATION BUILDING /ND/AN RIVER COUNFi`' � 8e ROACH SKETCH AND DESCR/PT/ON OF
I
1801 27TH STREET DEPARTMENT OF PURL/C WORKS APPROVED TOWNSHIP .32S SEN/OR RESOURCE CENTER LEASE AREA
VERO BEACH, FL 32960 43RD AVE. NORTH OF 41ST Sr
(772) 387-8000 ENG/NEER/NG D/V/S/ON Me O 6R/EN RANGE .39E
Tc T} `* ,k page 1 of 2
0 100 200 400
GRAPHIC SCALE ( iN ma) I o
JOSEPH LOEFFLER
ROBERT CAVALIER I Q
LAWRENCE LOCKETT JR N N x
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32 - 39 -28-D0001 -0080- 00002 .0 / 32-39-28-00001 0 - 1 . - ii H
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�I 43RD AVENUESECTION 28 E. LINE TRACT 1 �j 28 21 :
SECTION 27 27 22
LEASE AREA LEGAL DESCRIPTION
NOTES �
1 . THIS SKETCH AND DESCRIPTION IS NOT VALID WITHOUT THE A PORTION OF TRACT 1 , SECTION 28 , TOWNSHIP 32 SOUTH ,
RANGE 39 EAST , INDIAN RIVER COUNTY , FLORIDA . MORE
SIGNATURE AND ORIGINAL RAISED SEAL OF THE FLORIDA �
REGISTERED SURVEYOR AND MAPPER NAMED HEREON ,
PARTICULARLY DESCRIBED AS FOLLOWS .
2 . THIS SKETCH AND DESCRIPTION MEETS OR EXCEEDS ALL THE EAST 11 . 18 ACRES OF TRACT 1 , SECTION 28 , TOWNSHIP 321
APPLICABLE REQUIREMENTS OF THE MINIMUM TECHNICAL SOUTH , RANGE 39 EAST , ACCORDING TO THE LAST GENERAL PLAT a
STANDARDS AS ESTABLISHED IN CHAPTER 61G17 - 6 , OF THE LANDS OF THE INDIAN RIVER FARMS COMPANY RECORDED
FLORIDA ADMINISTRATIVE CODE , IN PLAT BOOK 2 , PAGE 25 OF THE PUBLIC RECORDS OF ST . _
3 . THIS SKETCH AND DESCRIPTION AND ADJOINING PARCELS LUCIE COUNTY , FLORIDA ; SAID LANDS NOW LYING AND BEING IN 3
MAY BE SUBJECT TO EASEMENTS , RESTRICTIONS , RESER - INDIAN RIVER COUNTY , FLORIDA ; LESS AND EXCEPT THE
VATIONS , OR RIGHT - OF - WAYS NOT SHOWN AND MAY BE NORTHERLY 345 . 6 FEET AND THE SOUTHERLY 633 FEET OF SAID
FOUND IN THE PUBLIC RECORDS . EAST 1 1 . 18 OF TRACT 1 ; ALSO LESS AND EXCEPT ALL
4 . THIS SKETCH AND DESCRIPTION DOES NOT REPRESENT A RIGHTS - OF - WAY FOR ROADS , CANALS , AND DITCHES .
FIELD SURVEY , EXISTING PROPERTY CONDITIONS OR FEATURES CONTAINING 110 , 149 SQUARE FEET , MORE OR LESS , OR 2 . 53
ARE NOT SHOWN ,
ACRES . LEGEND & ABBREVIATIONS
CERTIFICATION P . B . = PLAT BOOK
SURVEYOR AND MAPPER IN RESPONSIBLE CHARGE PG . = PAGE
R /W = RIGHT - OF - WAY
O . R . B . = OFFICIAL RECORD BOOK
koi
MICHAEL O ' BRIEN P . S . M . DATE THIS IS NOT A BOUNDARY SURVEY
FLORIDA REGISTRATION NO . 6118 SKETCH TO ACCOMPANY LEGAL DESCRIPTION a
INDIAN RIVER COUNTY SURVEYOR PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DIVISION
Rye DRAWN BY: SECTION 28 SHEET
NDIAN RIVER COUNTY ADMINISTRATION BUILDING /ND/AN RIDER COUNTY B. ROACH SKETCH AND DESCR/PT/ON
OF
1601 27TH OF
STREET
C: IO
DEPARTMENT OF PURL/C WORKS TOWNSHIP 32S SEN/OR RESOURCE CENTER LEASE AREA
VERO BEACH , FL 32960 ; APPROVED BY: 4,3RD AVE. NORTH OF 41ST ST.(772) 567 - 8000
ENG/NEER/NG D/V/S/ON M. O 'BR/EN RANGE 39E
. 1
page 2 of 2
RESOLUTION NO . 2009 - 017
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
INDIAN RIVER COUNTY , FLORIDA , APPROVING A FORTY-YEAR
LEASE WITH THE SENIOR RESOURCE ASSOCIATION , INC . , A
FLORIDA NON -PROFIT CORPORATION .
WHEREAS , the Senior Resource Association , Inc . ("Association " ) is a Florida not for profit
corporation organized exclusively for religious , charitable , scientific , literary , and educational
purposes within the meaning of Section 501 ( c) ( 3 ) of the Internal Revenue Code of 1986 ; and
WHEREAS , the Association applied to the County for a lease on two ( 2 ) acres of vacant
land on 43rd Avenue for the purpose of improving the land to store , maintain , and operate its fleet
of buses , for a forty (40 ) year term at an annual rent of One Dollar ( $ 1 . 00 ) per
year , payable in
advance , commencing April 1 , 2009 ; and
WHEREAS , the Board of County Commissioners finds that the use of such County property
promotes the community interests and welfare .
NOW, THEREFORE , BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF INDAIN RIVER COUNTY, FLORIDA , that , pursuant to the authority of
Florida Statutes section 125 . 38 , and in accordance with the application made by the Senior
Resource Association , the Board of County Commissioners hereby approves and authorizes the
Chairman to execute a Lease between the Board of County Commissioners of Indian River
County , Florida , and Senior Resource Association of Indian River County , Florida , Inc .
Upon the effective date of the Lease , the prior lease ( " Prior Lease " ) entered into between
the
County and the Association ( effective date September 4 , 2007 ) for property located on 41st Street ,
along with Resolution 2007 - 083 approving the Prior Lease , shall both become NULL AND VOID .
The foregoing resolution was offered by Commissioner Wheeler and seconded
by Commissioner Solari and , upon being put to a vote , the vote was as follows :
Chairman Wesley S . Davis AYE
Vice Chairman Joseph E . Flescher AYE
Commissioner Gary C . Wheeler AYE
Commissioner Bob Solari AYE
Commissioner Peter D . O ' Bryan AYE
The Chairman thereupon declared the resolution duly passed and adopted this 17th day
of March , 2009 .
INDIAN RIVER COUNTY , FLORIDA
Attest : J . K . Barton , Clerk BOA F COUNTY COMMISSIONERS
By r� _�
Deputy Clerk Wesley S . Davis Chairman
Approved as to form and legal
sufficiency :
Assistant County Attorney