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LEASE AGREEMENT Scc, Aukhorllw 'RtSO
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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" or " Landlord " ) , and Senior Resource Association , Inc . , a Florida
non - profit corporation , formerly known as Council on Aging , Inc . , whose address is 694
14th Street , Vero Beach , FL 32960 ( "Tenant" ) , shall take effect as of June 1 , 2012
( " Effective Date " ) .
BACKGROUND RECITALS :
A . The Senior Resource Association is the Community Transportation Coordinator
( CTC ) and Transit Service Provider for Indian River County . The Tenant operates a fixed
route bus system serving Indian River County utilizing over 50 buses . 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 valuable public
purpose ; and
B . The Tenant' s transit system , the GoLine , has steadily increased in ridership ,
popularity and size , necessitating a separate maintenance facility for servicing , repairing
and parking of the fleet .
C . The Landlord and Tenant ( "the Parties" ) entered into a ground Lease Agreement
( " Ground Lease " ) effective April 1 , 2009 , to provide for the construction of a maintenance
facility and administrative offices on County owned land located at 4385 and 4395 43 `d
Avenue , Vero Beach , FL whose legal description is attached as Exhibit A , and
incorporated by reference herein .
D . Construction on the Indian River Transit Administrative and Maintenance Facility
( " Facility" ) is now complete . The Facility was built using grant funds and will continue to be
considered a County owned improvement on County owned property.
E . The Parties now desire to enter into a new Lease Agreement with a five year
term that will allow the Tenant to utilize roughly two and a half ( 2 . 53 ) acres of the County
owned property at 4385 and 4395 43rd Avenue , for the use of storing and maintaining their
fleet of buses , including related operations and administration ; and
F . 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 so long as the price of the rent
shall be set forth in a resolution of the Board of County Commissioners .
G . The Parties agree that this Lease shall replace and supersede the previous
Ground Lease effective April 1 , 2009 .
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 :
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1 . Recitals . The above recitals are true and incorporated as a part of this document
by reference herein .
2 . Prior Leases . This lease shall replace all prior leases between the parties for the
Leased Premises .
3 . Property, Rent and Term . The Landlord hereby leases to the Tenant , and the
Tenant hereby leases from Landlord , the property and any improvements thereon
including the Facility, located on 4385 and 4395 43rd Avenue and more specifically
described on Exhibit "A" , attached hereto and made a part hereof ( "the Premises " ) , for a
term of five ( 5 ) years commencing June 1 , 2012 and terminating on May 31 , 2017 . The
rent payable by the Tenant during the term shall be five dollars ($ 5 . 00 ) . Said amounts
shall be payable annually , in advance , in the amount of one dollar ( $ 1 . 00 ) per year . The
Tenant shall be responsible for any sales tax , use tax , ad valorem tax , tangible property
tax , and intangibles sales tax that may arise from this Lease Agreement or the Premises .
3 . 1 Review of rent . Approximately ninety (90 ) days prior to the expiration of this
lease , the parties shall meet to discuss extension of this lease and any other
changes deemed necessary by either party .
4 . Property Leased "AS IS " . The Tenant agrees that the Premises are being leased
as is " and that the Landlord makes no representation , warranty or guarantee of the
condition of the Premises or any of the improvements thereon . The Tenant has examined
the Premises and has determined that the Premises are suitable for the Tenant' s
purposes . Tenant may use the 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 .
5 . Maintenance and Repairs . The Tenant shall repair and maintain the Fleet area of
the Premises including the lift , tools and other equipment and keep the Fleet area in
a
safe , clean and attractive condition . The Landlord shall repair and maintain the
Administrative/Operations area of the Premises and keep the area in a safe , clean and
attractive condition . The Landlord may choose to use the cleaning company currently
under contract with the County to clean the Premises . The Landlord shall mow the lawns
and maintain the landscaping , trees and shrubbery on the Premises . The Landlord shall
maintain the automobile parking areas commonly used by employees and visitors to the
building , driveways and the exterior of the building in a safe , clean and attractive condition .
The Landlord shall maintain the generator on the Premises through its existing generator
maintenance/service contractor. Upon expiration of the lease , the Tenant shall surrender
the Premises quietly and peaceably in substantially the same condition as the Premises
were in at the start of the lease , reasonable wear and tear excepted . Tenant shall notify
Landlord of any structural or non - structural repairs , or alterations made to the Premises so
Landlord may keep an accurate history concerning the building .
6 . Installation and Removal of Equipment and Personal Property. The Tenant
shall have the right to install on the Premises such equipment , fixtures and other items
necessary or convenient for its use of the Premises . All equipment and personal property
purchased by the Tenant and placed in , on , or about the Premises , including equipment
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not affixed to the realty , shall remain the property of the Tenant . The Tenant may remove
such equipment and personal property on or before the termination of the lease , provided
that if such removal results in damage to any part of the Premises , the Tenant shall repair
such damage prior to termination of the lease . Any of the Tenant' s equipment or personal
property not attached or installed in any building or structure shall remain the Tenant' s
property and may be removed on or prior to termination of the lease .
7 . Public Utilities , The Tenant will pay , within time allowed for payment without
penalties , all charges for water , sewer, electricity and garbage collection and all other
public utilities which may arise from the Tenant' s use of the Premises . Tenant shall also
be responsible for payment of any pest control expenses .
8 . Improvements or Alterations to the Premises . Tenant shall make any
necessary improvements or alterations on the Premises in order to accommodate the
storage , maintenance , and operation of the fleet of buses at Tenant' s sole expense . Any
such improvements or alterations shall be subject to Landlord ' s prior written approval .
Landlord expressly reserves the right to review and approve or disapprove of any
construction plans prior to application for any building permit . All such improvements or
alterations 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 Landlord . Landlord , at
Landlord ' s sole discretion , may require Tenant to have any alteration , improvement or
construction secured with surety bonds or such other security approved by Landlord .
Tenant shall maintain such improvements or alteration as may be required by Landlord .
Any and all improvements or alterations made by the Tenant to the Premises shall become
the property of the Landlord at the time of expiration or sooner termination of this Lease .
Tenant shall maintain the Premises in a clean condition during the term of this Lease by
promptly removing and properly disposing of all litter, rubble , trash , and debris .
9 . Use in Declared Emergency. During any federally, State of Florida , or locally
declared disaster or other emergency , the Landlord reserves the right to have the full and
exclusive use of the 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 .
10 . Insurance . During the term of this Lease , Landlord shall cause the Premises and
the Facilities to be insured by the County . T1 he iRSUFOigee F qUiFed i1
liability insurance with a reputable insurance company authorized to is surance
in the State of Florida , subject to approval by the La isk Manager , i
subject n an
amount not less than $ 1 , 000 , 000 combined single or bodily injury and property
damage , including coverage for premi erations , products/completed operations ,
contractual liability , and in ent contractors , in accordance with Landlord ' s
Administrative Poli ual . The commercial general liability policy shall name Indian
River Ccwf4ya political subdivision of the State of Florida as the insured party the Senior
Rt"souree�--Adtit�istatior�—I„e-- aNe�„ u Landlord shall
calculate the cost of the insurance on an annual basis and bill Tenant monthly for one
twelfth of the cost of the annual insurance coverage . Tenant shall remit payment within 15
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days of receipt . Failure to pay Landlord for insurance coverage shall be deemed a default
of this Lease .
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 Landlord 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 Landlord ' s Risk Manager,
with a limit of $ 100 , 000 per accident , $ 500 , 000 disease ( policy limit ) , and $ 100 , 000
disease ( each employee ) in compliance with all state and federal laws , and in accordance
with Landlord ' s Administrative Policy Manual . Tenant shall provide to the Landlord at least
thirty ( 30 ) days ' written notice by registered mail , return receipt requested , addressed to
Landlord ' 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 Landlord certificates of insurance under the same conditions and
with the same policy limits as required of the Tenant . In light of the extended term of this
Lease Agreement , Landlord shall have the right at any time upon reasonable notice to
Tenant to increase , modify or otherwise change the insurance requirements as set forth in
this paragraph , provided that such revised requirements are consistent with the
requirements then being imposed by the Landlord upon other users or tenants of
Landlord ' s properties .
11 . Indemnity Tenant shall indemnify and hold harmless the Landlord , and its
commissioners , 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 .
12 . Repair for Damage . Tenant shall repair , cause the repair , or reimburse the
Landlord for the repair of, any damage to Landlord ' s property caused by Tenant or
Tenant' s employees , guests , invitees , licensees , or permittees .
13 . Compliance with Laws . 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 .
14 , Default . In addition to the rights granted under paragraph 13 of this Lease ,
Landlord 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,
insurance cost reimbursement , 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
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Landlord 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
Landlord . 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 Landlord , 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 .
15 . Vacating Premises . The Tenant is the Transit Service Provider ("TSP " ) for the
Indian River County . Should the Tenant cease acting as the TSP for the County , then this
Lease shall terminate . In the event of this Lease terminating due to the Tenant ceasing to
act as the TSP for Indian River County , Tenant shall have 90 days to vacate the Leased
Premises . During this period , Tenant understands that another community transportation
coordinator may have to use the Leased Premises and Tenant agrees not to interfere with
the new TSP ' s activities .
16 . Assignments or Encumbrances . 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 Landlord
which consent may be granted , conditioned , or withheld at Landlord ' s sole discretion for
any reason . Any such attempted Assignment without Landlord approval shall be null and
void .
17 . Attorney' s Fees and Costs . 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 .
18 . Notices . 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 . Landlord : Indian River County
Attn : Karen Deigl Attn : County Administrator
69414 th Street 1801 27th 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 .
19 . Right of Quiet Enjoyment. If and so long as Tenant performs all of its obligations
under this Lease , Landlord covenants that Tenant shall and may quietly hold and enjoy the
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 .
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20 . Inspection , The Landlord may enter and inspect the Premises with reasonable
notice at all reasonable hours to insure the premises is being properly maintained and kept
in good condition .
21 . Jurisdiction . This Lease Agreement 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 .
22 . Waiver of Strict Compliance . Each right , power and remedy of the Landlord 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 . Landlord ' s acceptance of rent does not waive any uncured
delinquency or default by Tenant .
23 . Prior Agreements . 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 .
24 . Severability. 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 .
25 . Execution . 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 .
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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 .
SENIOR RESOURCE ASSOCIATION , INC INDIAN RIVER COUNTY , FLORIDA
Board of County Commissioners
• MIIM NII v4lr •
B l B
Y Y
Karen Deigl , President/CEO dMhe Gary C . W 6eler, Chairman ,a w.'
Senior Resource Association , Inc . Board of County Commissiot* rs
Date Approved : Date Approved : July 17 , 2b1 ,3••..
,VER 'C
Approved as to form and legal sufficiency : ATTEST : Jeffrey R . Smith
Clerk of Cour and
/ Comptrol er
William K . DeBraal By
Deputy County Attorney Deputy Clerk