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08/01/1990 Leasee BRANCH OFFICE 3117 OVERSEAS HIGHWAY MARATHON, FLORIDA 33050 TEL. (305) 743 -9036 �` GOUN Ty C T j pM CU�O` .OG U : yJ � •. 9� O~90f COUNT'r •F0 39annp 1. Rotbage CLERK OF THE CIRCUIT COURT MONROE COUNTY 500 WHITEHEAD STREET KEY WEST, FLORIDA 33040 TEL. (305) 294 -4641 M E M O R A N D U M To: Tom Brown, County Administrator From: Nancy Cohen, Deputy Clerk Date: August 1, 1990 BRANCH OFFICE P.O. BOX 379 PLANTATION KEY, FLORIDA 33070 TEL. (305) 852 -9253 Re: Waste Management Inc. of Florida Lease Agreement As you know, on July 20, 1990 the Board of County Commissioners approved the Lease Agreement between Board of County Commissioners of Monroe County, Florida and Waste Management Inc. of Florida. Attached hereto is one duplicate original and one Xerox copy of the above mentioned agreement, both of which have now been exe- cuted'on behalf of Monroe County. The original should be given to your contractor and the Xerox copy kept in your own departmen- tal files. Nancy Coh , Deputy Clerk Attachments cc: Charles Aguero, MSD Director Randy Ludacer, County Attorney Taryn Medina, Finance Director File LEASE AGREEMENT Between BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA and WASTE MANAGEMENT INC. OF FLORIDA Dated as of August 1, 1990 �l TABLE OF CONTENTS Section No. Title P aae 1. Term 1 2. Consideration 1 3. Use of Premises 1 4. Compliance With Law 2 5. Sales and Personal Property Taxes 2 6. Surrender of Premises 2 7. Service Furnished by County 2 8. Inspection 2 9. Indemnification and Hold Harmless 2 10. Damage by Casualty 3 11. Liens 3 12. Assignment and Leasing 3 13. Insurance 4 14. Care of Premises 4 15. Defaults 5 16. Notices 6 17. Time 6 18. Severability 7 19. Entire Agreement and Modification 7 20. Quiet Enjoyment 7 21. Construction 7 22. Successors and Assigns 7 23. Third Party Beneficiaries 7 i J . 07/17/90 LEASE AGREEMENT THIS LEASE AGREEMENT ( "Lease ") is executed and entered into as of the 1st day of August, 1990, by the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA ( "COUNTY "), and WASTE MANAGEMENT INC. OF FLORIDA ( "COMPANY "), concerning the "Premises" which are more particularly described in Exhibit A to this Lease. The "Agreement" referred to herein refers to the Agreement between COUNTY and COMPANY for the Operations and Maintenance of the facilities to be renovated and operated by Company, as approved by County on the 20th day of July, 1990. COMPANY'S right of possession is subject to the terms, covenants and conditions herein set forth. COMPANY agrees as a material part of the consideration for this Lease to keep and perform each and all of the terms, covenants and conditions by it to be performed. In exchange for the promises and covenants contained herein and other good and valuable consideration, COUNTY leases to COMPANY and COMPANY takes from COUNTY the Premises, upon the following terms and conditions: 1. TERM The term of the Lease (hereinafter called "Term ") commences on August 1, 1990, and ends on the termination of the Agreement, unless sooner terminated in accordance with this Lease. Taking of possession of the Premises by COMPANY shall be conclusive non - rebuttable evidence that COMPANY accepts the Premises "as is ". In the event the Agreement is renewed, then this Lease shall be automatically renewed for a period concomitant with the term of the extension of the Agreement. 2. CONSIDERATION COMPANY shall pay to the COUNTY at the place hereinafter designated by the paragraph entitled "Notices ", or at such other place as the COUNTY may from time to time designate in writing, as consideration for the COUNTY entering into this Lease an amount equal to Ten Dollars ($10.00) per year, which is due and payable in advance on the commencement date of this Lease. 3. USE OF PREMISES COMPANY shall use and occupy Premises for the purpose of constructing and operating the facilities described in the Agreement. 1 4. COMPLIANCE WITH LAW COMPANY shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated. 5. SALES AND PERSONAL PROPERTY TAXES COMPANY agrees to pay, before delinquency, any and all taxes levied or assessed and which become payable during the term upon COMPANY's equipment, furniture, fixtures and other personal property located in the Premises. COMPANY and COUNTY acknowledge that, pursuant to the terms of Florida Statute 196.199, COMPANY is obligated to make certain intangible tax payments to the State of Florida Department of Revenue as a result of this Lease with the COUNTY. COMPANY agrees that all such recurring intangible personal property taxes shall be timely paid by COMPANY. In the event real property taxes are required to be paid; the COUNTY, as owner, shall be responsible for such payment. 6. SURRENDER OF PREMISES Upon the termination of the Term, by lapse of time or otherwise, COMPANY shall surrender the Premises to the COUNTY. Upon the termination by lapse of time or default, all fixtures or items of personalty and any or all portions of the improvements constructed on the Premises shall revert with the real property to the ownership of the COUNTY. COUNTY shall be obligated to pay for such fixtures, personalty and improvements in those instances and in such manner as is provided for by the Agreement. 7. SERVICE FURNISHED BY COUNTY COUNTY shall have no obligation to provide any services whatsoever to the Premises. COUNTY shall not interfere with or hinder COMPANY in COMPANY's operation of the Premises or in its efforts and attempts to secure and maintain utility services on the Premises. COMPANY shall have the sole and exclusive duty and responsibility to maintain the Premises during the Term. 8. INSPECTION COUNTY reserves the right during business hours to enter the Premises to inspect the same. Provided, however, prior to exercising its rights to inspect, COUNTY shall give reasonable notice to COMPANY. 9. INDEMNIFICATION AND HOLD HARMLESS The parties shall indemnify and hold each other harmless as provided by the Agreement. However, in addition to any additional covenants to indemnify the COMPANY in the Agreement, the COUNTY agrees that it shall protect, indemnify, and hold harmless, to the extent permitted by law, the COMPANY and the COMPANY's respective officers, members, employees and agents or the Parent of the F COMPANY or Corporate Subsidiaries of the COMPANY, against all liabilities, actions, damages, claims, demands, judgments, losses, costs, expenses, suits, or actions, and reasonable attorneys' fees, (however, this shall not create any contractual right to attorney fees on the part of third -party plaintiffs); and shall defend the COMPANY in any suit, including appeals, for personal injury to, or death, of any person or persons, or loss or damage to property arising out of any past, present or future ground or water contamination or pollution ( "Pollution ") found in, or near the Premises regardless of when such pollution is alleged to have occurred provided such Pollution is not the result of the COMPANY's negligent operation of the facility. (COMPANY further covenants with COUNTY that it shall not cause any Pollution on the Premises.) Pollution shall include, but is not limited to, the presence of any substance on the Premises which is in contravention of Chapter 403, Florida Statutes or any other Florida or federal laws, all as amended from time to time. 10. DAMAGE BY CASUALTY In the event the Premises or the Building are damaged by fire or other casualty COMPANY shall repair or restore the Premises and the improvements as constructed. 11. LIENS Notice is hereby given that the COUNTY shall not be liable for any work, labor or materials furnished or to be furnished upon credit to or for COMPANY or anyone claiming under COMPANY, and that no mechanic's or other liens for any such work, labor or materials shall attach to or affect the estate or interest of the COUNTY in and to the Premises. COMPANY shall not do or suffer anything to be done whereby the Premises may be encumbered by any mechanic's lien. In any mechanic's lien or notice or claim thereof is filed against the Premises with respect to work, labor or materials furnished or to be furnished to COMPANY, or anyone claiming under COMPANY, COMPANY shall within thirty (30) days from the date of filing, cause the same to be withdrawn, discharged or removed by deposit, bonding proceedings or otherwise. If COMPANY fails to do so, COUNTY may do so and may either terminate the Lease or pay any judgments recovered by such lienor. COMPANY shall immediately reimburse the COUNTY for all amounts paid pursuant to this paragraph, which amounts shall constitute an additional obligation of COMPANY under this Lease. 12. ASSIGNMENT AND LEASING COMPANY may not, without the prior written consent of the COUNTY, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease, or any interest therein, or permit the use of the Premises by any party other than COMPANY. Consistent with applicable law regarding the assignment and subleasing of commercial leases, such consent shall not be unreasonably withheld by the COUNTY. Provided, however, COMPANY may assign or transfer this Lease to an affiliate of 3 COMPANY or to another corporation resulting from a merger or acquisition with or by COMPANY without the consent of the COUNTY, so long as COMPANY retains a majority interest and control of the newly formed corporation. In the event COMPANY does not retain a majority interest in the newly formed corporation, then the COUNTY's consent to assignment of the Lease shall be required. COMPANY assignees shall become liable to the COUNTY or all obligations of COMPANY, without relieving COMPANY's liability, which liability shall remain unabated during the term of this Lease and any renewals thereof. 13. INSURANCE COMPANY shall at all times during the Term purchase, maintain and pay for insurance of the kind and in the amounts specified below: a. General Liability Insurance for all operations, including, but not limited to, Contractual, Products /Completed Operations, and Personal Injury. Such insurance will protect COUNTY, COMPANY, subcontractors, agents, and employees from claims for damages for personal injury, including accidental or wrongful death, as well as property damage which may arise from the operations under the Agreement and the installation to be performed by COMPANY, its subcontractors, or anyone directly or indirectly employed by COMPANY. The limits of liability will be no less than $20,000,000 per occurrence, but no less than $10,000,000 per occurrence and, as applicable, in the aggregate. COUNTY will be added as an additional named insured. b. The insurance policy shall provide and require the insuror to give the COUNTY at least twenty (20) days notice prior to cancellation. COMPANY shall not do any act or allow an omission to occur which will cause the policy of insurance to be voided. C. The full cost and expenses of the described insurance shall be paid by COMPANY. d. COMPANY shall provide the COUNTY with a certificate of insurance showing compliance of COMPANY with the terms and provisions herein contained. 14. CARE OF PREMISES COMPANY shall maintain the Premises and the fixtures and appurtenances therein in a neat and orderly fashion. The extent that COMPANY desires (at its election) to make repairs to the Premises, it shall do so at its own cost. Nothing herein shall require COMPANY to make any repairs, major or minor, to the Premises, or to make any capital expenditures on or for the benefit of the Premises. 4 COMPANY may, consistent with its use of the Premises, maintain and provide security of the Premises. COMPANY specifically understands and agrees that COUNTY has no obligation and has made no promise to alter, remodel, improve, repair, decorate, maintain or paint the Premises or any part thereof and that no representations respecting the condition of the Premises or the Building of which the Premises are a part had been made by the COUNTY except as specifically contained in this Lease. 15. DEFAULTS In the event the consideration, or any other money amounts owed, is not paid as herein provided and such default is not cured within five (5) days of COMPANY's receipt of notice of such default, or in the event: a. The premises are abandoned, deserted or vacated; or b. COMPANY shall fail to comply with a term, provision, or covenant of this Lease or the Agreement, and such default is not cured within sixty (60) days of notice to COMPANY from COUNTY of such default (or, in the - case of a default which is not capable of being cured within sixty (60) days, if COMPANY does not commence curative efforts within the sixty (60) day period and diligently pursue curative efforts thereafter); then in either such events, COUNTY shall have the option to proceed according to one or more of the following courses of action: i. Terminate this Lease, in which event COMPANY shall immediately surrender the Premises to the COUNTY, but if COMPANY shall fail to do so, COUNTY may, without further notice and without prejudice to any other remedy the COUNTY may have for possession, enter upon the Premises and expel or remove COMPANY and its effects without being liable to prosecution or any claim for damages therefore and without said entry affecting COUNTY's right to thereafter claim and collect all monies owed and to be owed under this Lease; ii. As agent of COMPANY, do whatever COMPANY is obligated to do by provision of this Lease and enter the Premises, without being liable to prosecution or any claims for damages therefore, in order to accomplish this purpose. 5 Pursuit by COUNTY of any of the foregoing causes of actions shall not constitute an election of remedies nor shall it preclude the pursuit of any other courses of action herein provided or any other remedies provided by law. 16. NOTICES All notices and demands which may or are required to be given by either party to the other shall be in writing. Notice shall be deemed to be given: (a) if personally delivered, when delivered; (b) if mailed, five (5) days after receipted delivery in the U.S. Mail; and (c) if delivered to Federal Express, or any other nationally recognized overnight carrier, one business day after delivery to such overnight carrier. Each party, by similar written notice given five (5) days in advance to the other parties in the aforesaid manner, may change the address to which notice may be sent. If to the COUNTY by U.S. Mail: County Administrator Monroe County 5825 West Jr. College Road Key West, Florida 33040 If to the COUNTY by hand delivery or overnight carrier: County Administrator Monroe County 5825 West Jr. College Road Key West, Florida 33040 If to the COMPANY by U.S. Mail, hand delivery or overnight carrier: James E. O'Connor, President Waste Management Inc. of Florida 500 Cypress Creek Road West, Suite 300 Ft. Lauderdale, FL 33309 T. Michael O'Brien, Region General Counsel Waste Management Inc. of Florida 500 Cypress Creek Road West, Suite 300 Ft. Lauderdale, FL 33309 17. TIME Time is of the essence of this Lease and each and all of its provisions. L 18. SEVERABILITY If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws effective during the Term, then and in that event, it is the intention of the parties that the remainder of this Lease, and the term covered thereby, shall not be affected. All rights, powers and privileges conferred by this Lease upon the parties shall be cumulative but not restricted to those given by law. 19. ENTIRE AGREEMENT AND MODIFICATION This Lease contains the entire agreement of the parties, and no representations, inducements, promises or agreements, oral or otherwise between the parties is not embodied in this instrument shall be of any force of effect. No amendment, modification or variation of this Lease or any of its terms or provisions shall be effectual, binding or valid unless and until the same is reduced to writing and executed by the parties. No failure of the COUNTY to exercise any power given the COUNTY by this instrument, or to insist upon strict compliance by COMPANY of any obligation hereunder, and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of the COUNTY's right to demand exact compliance with the terms of this Lease. 20. QUIET ENJOYMENT So long as COMPANY shall not be in default hereunder, COMPANY's use of the Premises shall not be disturbed or interfered with by the COUNTY, or by any person claiming by through or under the COUNTY and COMPANY shall be entitled to the quiet use and enjoyment of the Premises. 21. CONSTRUCTION This Lease shall be construed under - the laws of the State of Florida. 22. SUCCESSORS AND ASSIGNS The covenants and conditions herein contained shall, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of the parties hereto. 23. THIRD PARTY BENEFICIARIES The parties agree that it is not intended by any of the provisions of this Agreement (a) that any contractor, subcontractor or any other person or third - party shall be deemed to be a third -party beneficiary pursuant to this Agreement; or (b) that anyone not a party to this Agreement shall be authorized to maintain an action pursuant to the terms of this Agreement. 7 Agreement. IN WITNESS WHEREOF, COUNTY and COMPANY have executed this ATTEST :DANNY_ _ 4 KOL Clerk , Clerk Board of County CoMmissioners BY: y�• MONROE COUNTY, FLORIDA BY: Chairman, Board of County Commissioners DATE: July 20, 1990 APPROVED AS TO FORM: County Attorney , 19 Signed, sealed and delivered in they rase ce of: STATE OF FLORIDA COUNTY OF APPROVED AS TO r-Ohii,7 AND LEGAL SUFFICIENCI By Attorney's Office ST GE NT INC. OF FLORIDA I ice President SWORN to and subscribed freely and voluntarily for the purposes therein expressed before me by , Chairman of the Board of County Commissioners, known to me to be the person described in and who executed the foregoing, this day of , 19 WITNESS my hand and official seal in the County and State last aforesaid this day of , 19 NOTARY PUBLIC My Commission Expires: 8 STATE OF FLORIDA COUNTY OF �jr o W &D SWORN to and subscribed freely and voluntarily for the purposes therein expressed before me by (Yl ik e Cu,r olesrn n,-y, , the Vi of WASTE MANAGEMENT INC. OF FLORIDA, known to me to be the person described in and who a cuted the foregoing, this c Io �` day of `J d H 19 WITNESS my hand and official seal in the County and State last aforesaid this:; I day of -:rV) , 199 % NOTARY PUBLIC My Commission Expires: Ratty F'U' 7:, S,!,:'3 cfi F ?criea y 23, 1492 Bondcd �hn T, cncc In;. 9 EXHIBIT A FACILITY LEGAL DESCRIPTIONS The Premises shall constitute the property outlined on Figures Al, A2, and A3, which, respectively, lies within the land described at Exhibits Aa, Ab, and Ac. 10 EXHIBIT Aa Cudjoe parcel 1 A tract of land in a part of Government Lot 8 Section 19, T. 668. R.28 E, On Cudjoe Key, Monroe County, Florida and being more particularly described by metes and bounds as follows: Commencing at Southeast Corner of Government Lot 8, said Corner also to be known as the Point of Beginning of the tract of land hereinafter described, bear West along the South Line of Government Lot 8 1 415 feet, thence bear North 1050 feet, more or less, to the shoreline in an easterly direction, 415 feet, more of less to a point which is bearing North from the Point of beginning; thence bear South 1050 feet more of less, back to the Point of Beginning containing 10 acres more of less. Cudjoe parcel 2 A tract of land in Government Lot 8, Section 19, Township 66 South, Range 28 East, Cudjoe Key, Monroe County, Florida: Commencing at the southeast corner of the said Lot 8 and thence west along the south boundary line of the said Lot 8 a distance of 415 feet to the Point of beginning of the parcel of land herein being described: thence continue west along the said south line of the said lot 8 a distance of 478.31 feet to a points thence north at a right angle to the previous course 871.60 feet more or less to a point on the mean high water line of a body of water; thence northeasterly along the said mean highwater line 500 feet more or less to a point bearing north and distant 1,000 feet more or less from the Point of beginning; thence south 1,000 feet more or less to the Point of Beginning, continuing 10.2 acres, more or less. Be it further. 11 MT. Q n SITE PLAN �� HORTH ARM OF FLORIDA BAY RevisIOM! CUOJOE KEY TRANSFER STATION FOR WASTE MANAGEMENT INC. MONROE COUNTY, FLORIDA n i i WEDDING t ASSOCIATES ARCHITECTS, INCORPORATED rommn„I,n u iur"°ni,�i"' MI1M1 EXHIBIT Ab Long Key A tract of land in a part of Government Lot 2 Section 4, T 65S R. 35 E., and a part of Government Lot 3, Section 33, T. 64N., R.35 E., on Long Key, Monroe County, Florida, and being more particularly described by metes and bounds as follows: commencing at the intersection of the West line of Section 6 and the northerly right of way line of U.S. Highway No. 1 bearing North along the West Line of Section 4 86.24 feet to the Point of beginning of the tract of land hereinafter described from said Point of beginning bear North 35 degrees and 26 minutes East, 1600 feet to a point of curve, said Curve having a central angle of 14 degrees and 49 minutes and a radius of 2964.93 feet; thence north - easterly along said curve deflecting to the right of a distance of 766.73 feet to a point of tangent; thence North 50 degrees and 15 minutes East for a distance for 380 feet, more or less, to the Southwest corner of the Property of the U.S. Government Radar Station; thence North 39 degrees and 45 minutes west along the West Property line of the Radar Station and through a part of Government Lot 3, Section 33 for a distance of 650 feet, more or less, to a point on the shoreline of the Bay of Florida; thence meander the shoreline of the Bay of Florida in a southwesterly direction for a distance of 2100 feet, more or less, to a point where said shoreline intersects the West Line of Section 4; thence South along the West Line of Section 4 100 feet, more of less, back to the Point of Beginning, containing 29.55 acres, more or less. 12 2_1 P O x )RE LT."7NARY atviuows SITE PLAN °s LONG KEY TRAORFER STATION ARC NITECTS,tINCORPORATEO F +� WASTE MANAGEMENT INC.�� MONROE COUNTY, FLORIDA a.a,a., EXHIBIT Ac Key Largo A part of the Southeast Quarter (SE 1/4) of the Northwest Quarter NE 1/4) of Section Ten (10) , Township Sixty (60) South, Range Forty (40) East, Monroe County, Florida described as: COMMENCING at the Northeast corner of said Southeast Quarter (SE 1/4) of the Northwest Quarter (NE 1/4) of Section Ten (10) ; thence running at right angles westerly fifteen (15) chains; thence at right angles South ten (10) chains; thence at right angles East fifteen (15) chains, thence at right angles North ten (10) chains to the place of beginning, containing fifteen (15) acres. 13 r 4 =- O y y y . = -1 er a 22 tiO A 'O rr� ..o .Ac i J i i i i a_ S 3 T aci ""r�IARY 1 D n c D n 2 2 y 2 L O D D EASE SITE PLAN KEY LARGO TRANSFER STATION IEDOINC I ASSOCIATES !-► Mti.�'�� WASTE MANAGEMENT INC, NITECTS. 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