HomeMy WebLinkAbout2025-112SRA HUB SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT ("Sublease") by and between Indian River County,
Florida, a political subdivision of the State of Florida, whose address is 1800 27"' Street,
Vero Beach, Florida ("County"), and Senior Resource Association, Inc., a Florida non-profit
corporation, formerly known as Council on Aging, Inc., whose address is 694 141h Street,
Vero Beach, FL 32960 ("SRA"), shall take effect as of July 1, 2025 ("Effective Date").
BACKGROUND RECITALS:
A. The Senior Resource Association is the Community Transportation Coordinator
(CTC) and Transit Service Provider for Indian River County (herein after "SRA"). The SRA
operates a fixed route bus system serving the citizens of Indian River County utilizing over
50 buses. Most of the buses operated by the SRA 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 SRA's transit system, the GoLine, has steadily increased in ridership,
popularity and size, necessitating construction of a main transit hub facility to
accommodate passengers and buses for the various routes; and
C. Effective April 16, 2013, the City of Vero Beach and the County entered into a
ground Lease Agreement ("Ground Lease") to provide for a site for the construction of a
main transit hub facility on 3.14 acres of City owned land located at 1225 16t1, Street, Vero
Beach, FL whose legal description is attached as Exhibit A, and incorporated by reference
herein.
D. Construction of the Indian River Transit Main Hub ("Main Hub") is now complete.
The Main Hub includes a 1,000 square foot building, parking lot, covered walkways,
covered waiting area and restrooms. The Main Hub was built using grant funds and will
continue to be considered a County owned improvement on City owned property.
E. The County and SRA now desire to enter into a Sublease Agreement with a two
year term that will allow the SRA to utilize the Main Hub for passenger operations; 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.
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. Recitals. The above recitals are true and incorporated as a part of this document
by reference herein.
2. Property, Rent and Term. The County hereby Subleases to the SRA, and the
SRA hereby Subleases from County, the property and any improvements thereon
including the Main Hub, located at the 1225 1611' Street, Vero Beach, FL and more
specifically described on Exhibit "A", attached hereto and made a part hereof. The
Sublease shall be for a term of two (2) years commencing July 1, 2025 and terminating on
June 30, 2027. The rent payable by the SRA during the term shall be two dollars ($2.00).
Said amounts shall be payable annually, in advance, in the amount of one dollar ($1.00)
per year. The SRA shall be responsible for any sales tax, use tax, ad valorem tax, non -ad
valorem taxes, tangible property tax, and intangibles sales tax that may arise from this
Sublease or the Main Hub.
3.1 Review of Sublease. Approximately ninety (90) days prior to the expiration
of this Sublease, the parties shall meet to discuss extension of this Sublease and any
other changes deemed necessary by either party.
4. Property Subleased "AS IS". The SRA agrees that the Main Hub is being
Subleased "as is" and that the County makes no representation, warranty or guarantee of
the condition of the Main Hub or any of the improvements thereon. The SRA has
examined the Main Hub and has determined that it is suitable for the SRA's purposes.
SRA may use the Main Hub for the purposes relating to operation of the bus service.
5. Maintenance and Repairs. The SRA shall repair and maintain the Main Hub and
keep the area, including the interior and outdoor waiting areas, in a safe, clean and
attractive condition. The County shall mow the lawns and maintain the landscaping, trees
and shrubbery at the Main Hub. The County shall maintain the automobile and bus
parking areas, driveways and the exterior of the building in a safe, clean and attractive
condition. The County shall maintain the generator at the Main Hub through its existing
generator maintenance/service contractor. Upon expiration of the Sublease, the SRA shall
surrender the Main Hub quietly and peaceably in substantially the same condition as it was
in at the start of the Sublease, reasonable wear and tear excepted. SRA shall notify
County of any structural or non-structural repairs, or alterations made to the Main Hub so
County may keep an accurate history concerning the building.
6. Installation and Removal of Equipment and Personal Property. The SRA shall
have the right to install such equipment, fixtures and other items necessary or convenient
for its use of the Main Hub. All equipment and personal property purchased by the SRA
and placed in, on, or about the Main Hub, including equipment not affixed to the realty,
shall remain the property of the SRA. The SRA may remove such equipment and personal
property on or before the termination of the Sublease, provided that if such removal results
in damage to any part of the Main Hub, the SRA shall repair such damage prior to
termination of the Sublease. Any of the SRA's equipment or personal property not
attached or installed in any building or structure shall remain the SRA's property and may
be removed on or prior to termination of the Sublease.
7. Public Utilities. The SRA 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 SRA's use of the Main Hub. SRA shall also be
responsible for payment of any pest control expenses.
8. Improvements or Alterations to the Main Hub. SRA shall make any
necessary improvements or alterations to the Main Hub in order to accommodate the safe
operation of the system at SRA's sole expense. Any such improvements or alterations
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 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 County. County, at County's sole discretion, may require
SRA to have any alteration, improvement or construction secured with surety bonds or
such other security approved by County. SRA shall maintain such improvements or
alteration as may be required by County. Any and all improvements or alterations made
by the SRA to the Main Hub shall become the property of the County at the time of
expiration or sooner termination of this Sublease.
9. Use in Declared Emergency. 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 Main Hub 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.
Tenant shall carry the following insurance coverage and shall furnish Landlord a certificate
of such insurance. Landlord shall be named as an additional insured on the general
liability policy. Landlord will be given 30 days' written notice prior to cancellation or
modification of any stipulated insurance. Such notice shall be by certified mail, return
receipt requested, and addressed to the Risk Manager.
a) Commercial General Liability. Tenant shall have commercial general liability
coverage and shall be per occurrence Combined Single Limit for Bodily Injury and
Property Damage including Premises and Operations. The minimum limit of liability
for the Premises shall be $300,000. The policy shall be written by a carrier licensed
to do business in Florida and have a rating of A+VII or better per A.M. Best's Key
Rating Guide.
b) Workers' Compensation.
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.. 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.
I
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 SRA agrees to indemnify and hold harmless the County, together with
its agents, engineers, employees, officers, elected officials and representatives, from
liabilities, damages, losses, and costs, including but not limited to, reasonable attorney's
fees, to the extent caused by a breach of this Agreement or 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 and persons employed or
utilized by SRA. This indemnification and hold harmless provision shall survive the
termination or expiration of this Agreement.
12. Repair for Damage. SRA shall repair, cause the repair, or reimburse the County
for the repair of, any damage to County's property caused by SRA or SRA's employees,
guests, invitees, licensees, or permittees.
13. Compliance with Laws. SRA 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 Main Hub. Violation of any law, rule, ordinance or regulation may result in
immediate termination of this Sublease.
14. Default. In addition to the rights granted under paragraph 13 of this Sublease,
County shall have the right to terminate this Sublease upon the occurrence of any of the
following (each an "Event of Default"): 1) Loss of non-profit corporation status by SRA; 2)
Abandonment by SRA of the Main Hub; 3) Default of, non-performance of, or other non-
compliance with, any term, covenant or condition of any nature whatsoever under this
Sublease to be performed by SRA; 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
Main Hub. Upon the occurrence of an Event of Default, the County shall send a written
notice to SRA, in the manner set forth in this Sublease, setting forth the Event of Default in
specific detail and the date this Sublease shall terminate in the event SRA does not cure
the default. Within thirty (30) days following receipt of a default notice, SRA shall have
cured the default to the reasonable satisfaction of County. In the event SRA fails to cure
the Event of Default within thirty (30) days, this Sublease 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 Sublease is
terminated.
15. Vacating Main Hub. The SRA is the Transit Service Provider ("TSP") for Indian
River County. Should the SRA cease acting as the TSP for the County, then this Sublease
shall terminate. In the event of this Sublease terminating due to the SRA ceasing to act as
i
the TSP for Indian River County, SRA shall have ninety (90) days to vacate the Main Hub.
During this period, SRA understands that another community transportation coordinator
may have to use the Main Hub and SRA agrees not to interfere with the new TSP's
activities.
16. Assignments or Encumbrances. SRA shall not, in any manner, assign, transfer,
mortgage, pledge, encumber, or otherwise convey an interest in this Sublease, or sublet
the Main Hub 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.
17. Attorney's Fees and Costs. In the event there arises any dispute or litigation over
the terms and conditions of this Sublease, 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, by courier such as Fed Ex or UPS or when actually received via U.S. Mail,
postage prepaid, return receipt requested, addressed to the parties at:
SRA: Senior Resource Association, Inc. County: Indian River County
Attn: Karen Deigl Attn: County Administrator
694 141h Street 1801 27t1, 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 SRA performs all of its obligations
under this Sublease, County covenants that SRA shall and may quietly hold and enjoy the
Main Hub, subject to any provisions of this Sublease, applicable laws, ordinances, and
governmental regulations, and to any governmental actions, and to any taking under the
power of eminent domain.
20. Inspection. The County may enter and inspect the Main Hub with reasonable
notice at all reasonable hours to ensure the Main Hub is being properly maintained and
kept in good condition.
21. Jurisdiction. This Sublease shall be governed by the laws of the State of Florida
and any and all legal action instituted because of this Sublease shall be instituted in Indian
River County.
22. Waiver of Strict Compliance. Each right, power and remedy of the County and
SRA provided for in this Sublease shall be cumulative and concurrent and shall be in
addition to every other right, power or remedy provided for in this Sublease 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 SRA.
23. Prior Agreements. This Sublease 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 Sublease 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 Sublease, or the application
thereof to any person or circumstances shall, to any extent, be held invalid or
unenforceable for the remainder of this Sublease, 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
Sublease shall be deemed valid and enforceable to the fullest extent permitted by law.
25. Survival. Except as otherwise expressly provided herein, each obligation in this
Agreement to be performed by Auditor shall survive the termination or expiration of this
Agreement.
26. Execution. This Sublease 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.
6
IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be
executed by their respective duly authorized representatives as of the date first set forth
above.
SENIOR RESOURCE ASSOCIATION, INC
By:
�2
Karen a I, &Presidof the
Senior Resource Association, Inc.
Date Approved:
Approved as to form and legal sufficiency:
Susan Prado
Deputy County Attorney
INDIAN RIVER COUNTY, FLORID&,,,,a,,
Board of County CommissioneF*ca,�N�ss%;�.
By: • *'
Jo h E. Flescher, Chairrri�rr•, CoQ;°
B rd of County Commissioi't�s.
Date Approved: May 20, 2025
Attest: Ryan L. Butler
Clerk of Court and Comptroller
By:Z'0��
Deput Clerk
Exhibit 'A'
Property Description
Portion of City Storage Yard
(#2011-04) Go Une Lease
August 18, 2011
EXHIBIT "A"
PROPERTY DESCRIPTION
LEASE OF NORTHERN PORTION OF CITY STORAAGE YARD
PARCEL #33-39-01-00000-5000-00905.0
Situated in the State of Florida, County of Indian River, City of Vero Beach, and being a
portion or the Southwest Quarter of Section 1 lying west of the Ficrida East Coast Railroad and
south of 16th Street as described in Official Record Book 82., Page 503 of the Public Records of
Indian River County and being more particularly bounded and described as follows:
Commencing at an Intersection of the south right of way of 16th Street and the west right
of way of the Florida East Coast Railroad;
Thence South 18°16'56" East along the west right of way of the Florida East Coast
Railroad for a distance of 229.69 feet;
Thence South 71"14'23" West for a distance of 304.25 feet;
Thence North 18°35'01' West for a distance of 48.35 feet;
Thence North 71°46'15" East for a distance of 5.08 feet;
Thence North 18°25'36" West for a distance of 186.83 feet to point on the south right
of way of 16th Street;
Thence North 72°16'52" East along the said south right of way 16t" Street for a
distance of 299.89 feet to the Point of Beginning;
Said parcel containing 69,870 square feet or 1.60 acres more or less.
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