09/17/2014 Assignment of Lease •
K„...._______)� AMY HEAVILIH, CPA
CLERK OF CIRCUIT COURT & COMPTROLLER
ham,`f; I MOI8t0E ammo flAll®A
DATE: October 03, 2014
TO: Peter Horton,
Director of Airports
ATTN:: Judy Layne, Senior Coordinator
Airport Grants and Finance
FROM: Lindsey Ballard, D.('JI
At the September 17, 2014, Board of County Commissioner's meeting the Board granted
approval and authorized execution of Item C5 Collateral Assignment of Lease by Marathon Aviation
Associates, LLC, a Florida limited liability company, hereinafter ASSIGNOR and CENTENNIAL
BANK, an Arkansas corporation,hereinafter ASSIGNEE.
Enclosed is a duplicate original executed on behalf of Monroe County,for your handling. Should you
have any questions,please feel free to contact me.
cc: County Attorney '/ Pi l t/
Finance V.
File ),I CIIW
S00 Whitehead Street Suite 101,PO Box 1980,Key West,FL 33040 Phone:305-295-3130 Fax:305-295-3663
3117Overseas Highway,Marathon,FL 33050 Phone:305-289-6027 Fox:305-289-6025
88820 Overseas Highway,Plantation Key,FL 33070 Phone:852-7145 Fox:305-852-7146
COLLATERAL ASSIGNMENT OF LEASE
This Collateral Assignment of Lease is hereby executed by MARATHON AVIATION
ASSOCIATES, LLC, a Florida limited liability company, hereinafter ASSIGNOR and
CENTENNIAL BANK, an Arkansas corporation, hereinafter ASSIGNEE.
WHEREAS, pursuant to a Lease from Monroe County, Florida, ASSIGNOR is the
Lessee of a portion of the Marathon Airport located in Marathon, Monroe County,
Florida; and
WHEREAS, the said Lease has been assumed and modified by various
instruments since the original lease was issued on April 10, 1998; and
WHEREAS, pursuant to a Sublease dated April 15, 2010, Grant Air subleased to
Marathon Aviation Associates, LLC, a portion of the property consisting of approximately
a 240'x 105' parcel of land, said Sublease attached as Exhibit A hereto; and
WHEREAS, a portion of the Sublease was sub-subleased to Rich Aviation, Inc.,
consisting of approximately 11,800 square feet (i.e., a hangar on the property); and
WHEREAS, as security for a loan being extended to ASSIGNOR by ASSIGNEE,
this Collateral Assignment of Lease is being executed and delivered.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration, it is hereby covenanted and agreed:
1. The ASSIGNOR hereby assigns, transfers and sets over unto the
ASSIGNEE, its successors and assigns, all interest of the ASSIGNOR under the portion
of the Lease of the Premises relating to the sub-sublease to Rich Aviation, Inc., and
under any renewal, extension or modification of the Lease; provided, however, that so
long as the ASSIGNOR shall not be in default of any of its obligations to the ASSIGNEE
under the Loan, the ASSIGNOR shall continue to enjoy all the rights and privileges of
ASSIGNOR under the Lease.
2. In the event of any default by the ASSIGNOR in the payment or
performance of any of its obligations to the ASSIGNEE under the Loan, beyond the
expiration of any applicable grace or cure period, and in addition to any other rights the
ASSIGNEE may have at law or in equity, the ASSIGNEE shall have the immediate right
to enter upon the Premises and take possession thereof. The ASSIGNEE shall further
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have the option, whether or not the ASSIGNEE has exercised its right to take
possession of the Premises, to make this assignment absolute, and thereby to become
ASSIGNOR under the Lease. Upon the exercise by the ASSIGNEE of the option to make
this assignment absolute, the ASSIGNEE may thereafter, at its option, sell, assign or
otherwise dispose of the ASSIGNOR's interest under the Lease, as collateral, in
accordance with the provisions of Article 9 of the Florida Uniform Commercial Code (the
"Code"), and shall, with respect thereto, have all rights and remedies of a secured
party under the Code. Upon the exercise of this option to make this assignment
absolute, the ASSIGNOR shall have no further interest in or claim to possession of the
Premises, and shall have no further interest in the Lease. Neither the taking of
possession of the Premises, nor the exercise of the option to make this assignment
absolute shall relieve the ASSIGNOR of any of its obligations of performance or
payment under the terms of the Lease.
3. In addition to the foregoing, the ASSIGNEE may, whether or not it has
exercised its right to take possession of the Premises, or its right to make this
assignment absolute, in its sole and absolute discretion, and without notice to the
ASSIGNOR, make payment of any defaulted obligation to the Lessor. Any amount so
paid by the ASSIGNEE shall constitute a demand obligation from the ASSIGNOR to the
ASSIGNEE. Nothing herein contained shall obligate the ASSIGNEE to make such
payment, nor shall the making of one or more such payments constitute an agreement
on the ASSIGNEE's part to take any further or similar action.
4. The ASSIGNOR agrees that it will not alter, assign or transfer any interest
in or modify the Lease or terminate the terms thereof or surrender its right of
possession to the Premises without the prior written consent of the ASSIGNEE. The
ASSIGNOR will fulfill or perform each and every condition and covenant of the Lease by
the ASSIGNOR to be fulfilled or performed, give prompt notice to the ASSIGNEE of any
notice of default by the ASSIGNOR under the Lease received by the ASSIGNOR,
together with a complete copy of any such notice, and, at the sole cost and expense of
the ASSIGNOR, cure such default as required by the Lease. Any subsequent leases or
agreements for use and occupancy of the Premises or any part thereof shall be and are
hereby made subject to all the terms of this Collateral Assignment of Lease and the
ASSIGNOR shall notify ASSIGNEE of any such instruments and provide copies to the
ASSIGNEE.
MARATHON AVIATION ASSOCIATES,
LLC a Florida limited liability company
By:
Witn #1 William G. Ehrhorn, Manager
fitness #2 /
4i
2
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instrument was acknowledged before me this day of August,
2014, by William G. Ehrhorn, Manager of Marathon Aviation Associates, LLC, a Florida
limited liability company who is personally known to e or who has produced
as i entification.
Notary Public, State of Florida
My commission expires:
NOTARY PUBLIC-STATE OF FLORIDA
so"'"‘, Thomas D. Wright
Commission#EE109052
=Expires JULY 06,2015
BONDI)THRU ATI,AcnC R0]'prNG CO,PIG
CENTENNIAL BANK, an Arkansas
corporation
��//J�_/�
-� 67 / By: / 'Q 1 c
Witney. #1 nv Mark Scht4'n
�rl, Sr [/cC �rrsiaC-I[
Of
9 17[G�l/
fitness #2
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instrument was acknowledged before me this eh day of August,
2014, by Ma.k S fw Si. ✓ci ,4ss.o4f , of CENTENNIAL BANK,
an Arkansas corporation, is personally known to me or who has produced
j r0-,wa ; /,— 5.2 as identification.
-79
NOTARY PUBLIC-STATE OF FLORIDA
▪ Thomas D. Wright Notary Public, State of Florida
Commission#EE109052 Mycommission expires:
+ .T Expires: JULY 06,2015 p
BONDED THRU ATIAMIC BOYDw000.,wc
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CONSENT OF LESSOR
Monroe County, the lessor of the lease being assigned hereby consents to this
Collateral Assignment of Lease.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By.
�+oti
,Mayor 'via Murphy
ATFEStr AMY HEAVLIN, CLERK
VQ119 Deputy Clery/c
MONROE COUNTY ATTORNEY
APPROVED AS TO FORM
Pedro Mercado
Assistant County Attorney
OE COI) A NEY
M vE AS M
- -_- - - PTANT C UN_y'ATTORNEY
Ca 28 IN
Dade
This Document Prepared By:
Thomas D. Wright, Esq.
Law Offices of Thomas D. Wright, Chartered
9711 Overseas Highway
Marathon, FL 33050
(305) 743-8118
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VISIT "A"
SUBLEASE AGREEMENT
SUBLEASE AGREEMENT(this"Sublease')by and between GRANTAIR SERVICE,
INC., a Florida corporation ("Sublandlord"), and MARATHON AVIATION ASSOCIATES,
LLC,a Florida limited liability company("Subtenant"). The"Effective Date"of this Sublease
shall be the date when this Sublease is executed by the last party hereto.
RECITALS:
A. Monroe County,Florida,a political subdivision of the State of Florida("Monroe
Comity") is the fee simple owner of that certain parcel of real property described in Annex I
attached hereto(the"Overall Property).
B. Pursuant to a lase agreement entitled Marathon Fixed Base Operator (FBO)
Agreement dated affective April 10, 1998,as amended by a Sixth Amendment dated September
28,2005 (which rescinded all prior amendments),and by a Seventh Amendment dated February
21, 2007 (collectively, the"Prime Lease"), Monroe County leased the Overall Property to
Sublandlord.
C. A portion of the Overall Property consists of au approximately 240 by 105 foot
parcel of land,as said parcel is described on Annex 2 hereto and depicted on Annex 3 hereto(the
foregoing parcel, together with all improvements thereat and all easements, appurtenances,
rights and privileges appertaining thereto,the"Premises"and/or the"Hangar Property").
D. Sublandlord desires to sublease the Promisee to Subtenant,and Subtenant desires
to sublease the Premises from Snblandlord pursuant to the provisions offish'Sublease.
NOW, THEREFORE, in consideration of time foregoing recitals, and for good and
valuable consideration,the receipt and sufficiency of which is hereby acknowledged,the parties •
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hereby agree as follows:
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1. LEASE OF PREMISES. Sublandlord hereby subleases to Subtenant, and
Subtenant hereby subleases from Sublandlord,the Premises.
2. SUBLEASE TERM AND COMMENCEMENT DATE.
(a)Ion. The initial term of this Sublease (the "Initial Term") shall commence
on the Commencement Date (as defined below), and shall terminate on April 9, 2028 (the
"Termination Date"), unless otherwise extended by the mutual agreement of Sublandlord and
Subtenant upon the expiration of the Initial Term. This Sublease is subject to all of the terms and
conditions of the Prime Lease,a copy of which Subtenant acknowledges having received
(b)Commencement Date. The term"Conuuencement Date"shall mean the date
of the Hangar Closing(as defined below), so long as a Notice of Closing (as defined below) is
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given to Sublandlord on or before expiration of the Pre-Commencement Period (as defined
below). The parties acknowledge that Subtenant either has already entered into,or is in active
negotiations to enter into, an agreement (the "Hangar Contract") with Grassy Strip, LLC
("Grassy Strip"). At a closing to take place pursuant to the Hangar Contract (the "Hangar
Closing',Grassy Strip will(i)convey to Subtenant all of Grassy Strip's right,title and interest
in and to the aircraft hangar constructed by Grassy Strip on the Premises (the "Hangar"), (ii)
terminate the Construction and Operation Agreement (the "Hangar Operation Agreement')
between Grassy Strip and Sublandlord (Granmlr), and (fd) terminate the Memorandum of
Occupancy and Use, which was executed pursuant to the Hangar Operation Agreement Upon
completion of the Hangar rinsing, Subtenant shall send written notice to Sublandlord that the
Hangar Closing is completed(a"Notice of Closing"). The Notice of Closing may be given at
any time during the period begin ing on the Effective Date and expiring on the date which is
ninety(90) days after the Effective Date (the 'Pre-Commencement Period"). If no Notice of
Closing is given on or before expiration of the Pm-Commencement Period, then this Sublease
shall automatically expire, without arty action by any party hereto,upon expiration of said Pre-
Commencement Period. Ifa Notice of Closing is timely given,then the Initial Term shall begin
as of the date of the Hangar Closing(which shall be the Commencement Date).
3. RENT. The annual base rent for the Premises shall be an anamt equal to the
annual rent payable by Sublandlord to Monroe County for the Premises order the tame of the
Prime Lease(the"Base Rent"),together with any sales tax imposed by the State of Florida. In
addition,Subtenant agrees to pay to Sublandlord any and all amounts or charges other than Base
Rent (e.g., tiel flowage fees, property taxes if applicable, etc.) for which Sublandlord is
obligated to make payments to Monroe County with respect to the Premises under the terms of
the Prime Lease (collectively, "Additional Rent'), together with any sales tax imposed by the
State of Florida. If and to the event that Subtenant is late In making any payments of Base Rent
or Additional Rent to Sublandlord hereunder,then Subtenant shall be liable for paying late fees
and other charges to Sublandlord, in such amounts as are the same as any late fees or other •
charges which Sublandlord is liable to Monroe County under the terms of the Prime Lase.
4. USE. Subtenant shall be permitted to use the Premises for any and all uses that
are permitted to be made of the Premises under the terms oldie Prime Lease,and subject to any
limitations thereon as set forth in said Prime Lease(including any exhibits thereto and/or any
laws,rules,regulations and/or ordinances to which the Premises are subject).
5. ADDMONAL OBLIGATIONS. Subtenant hereby undertakes to assume any
and all other obligations, in favor of Sublandlord, for which Sublandlord has an obligation in
favor of Monroe County (with respect to the Premises) under the terms of the Prime Lease.
Without limiting the generality of the foregoing, Subtenant hereby undertakes: (a) to keep the
Premises in good order and condition,to the same extent that Sublandlord has obligated itself to
Monroe County under the terms of the Prime Lease;(b)to comply with all governmental laws,
rules, regulations, ordinances, decrees, etc., to the same extent that Sublandlord has obligated
itself to Monroe County under the temps of the Prime Lease;(c)to secure and maintain any and
all insurance policies with respect to the Premises, to the same extent that Sublandlord has
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agreed to secure and maintain the same under the teems of the Prime Lease (including the
provision of any and all endorsements in favor of Monroe County and Sublandlord), and to
comply with all orders,rules and regulations of the Board of Underwriters and of any insurance
companies insuring the Premises;(d)to pay all taxes and assessments,including any sales or use
taxes, imposed or levied by any governmental agency with respect to Subtenant's operations,to
the same extent that Sublandlord has obligated itself to Monroe County under the terms of the
Prime Lease; and (e) to comply with any and all limitations, conditions or restrictions as
Sublandlord may be subject to Monroe County under the terms of the Prime Lease.
6. ASSIGNMENT/SUBLETTING. Provided Subtenant is not in default of this
Sublease, Subtenant shall be permitted to assign this Sublease, or sublet all or any part of the
Premises, upon obtaining the prior written consent of Sublandlord, which consent shall not be
unreasonably withheld or delayed. Notwithstanding any assignment or sublease,Subtenant shall
remain filly prinudly liable hereunder and shall not be released from any obligations or
performing any of the terms of this Sublease. Sublandlord hereby preapproves of Subtenant
entering Into a Sublease with Rich Avimion,Inc.,substantially upon the terms and conditions set
forth in the draft Sublease Agreement attached as Annex 4 hereto.
7. LIABILITY/INDEMNIFICATION.
A. Subtenant shall indemnify Sublandlord and hold it harmless from suits,
actions,damages,liability and expenses in connection with loss of life,bodily or personal injury
or property damages arising from or out of the use or occupancy of the Premises or any part
thereof, or occasioned wholly or In part by any act or omission of Subtenant, its agents,
contractors, employees,servants,invitees,licensees or concessionaires, Including the sidewalks,
the peldng facilities, and facilities within any buildings located thereon, except in the case of
negligence on the part of Sublandlord or their respective employees,servants and agents;
B. Subtenant shall store its property in and shall occupy the Premises at its
own risk and releases Sublandlord,to full extent permitted by law,from all claims of every kind,
resulting in loss of life,personal or bodily injury or Property damage;and
C. Sublandlord shall not be responsible or liable at any time or any loss or
damage to Subtenant's equipment, fixtures, and other personal property of Subtenant or to
Subtenant's business.
8. DEFAULT AND REMEDIES.
A. Eve is of Iemanit. The following events shall be deemed to be events of
default by Subtenant under this Sublease: (i) Subtenant shall fail to pay any Base Rent,
Additional Rent or other sums payable by Subtenant hereunder as and when such rents or other
sums become due and payable; (ii)Subtenant shall tail to comply with any other obligation of
Subtenant hereunder,which failure shall have the effect of causing Sublandlord to be in default
to Monroe County under the terms of the Prime Lease;or(iii)any other circumstance shall occur
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with respect to Subtenant (e.g., if a receiver or trustee shall be appointed in any bankruptcy
proceeding) which shall have the effect of causing Sublandlord to be in default to Monroe
County under the terms of the Prime Lease..
B. Remedies. At any time after the occurrence of an Event of Default,
Sublandlord shall have the right to exercise any and all remedies against Subtenant(including
termination) which Monroe County may exercise against Sublandlord for the same Event of
Default, and subject to any notice requirements set forth in the Prime Lease(i.e.,if and to the
extent that Monroe County shall have the obligation to notify Sublandlord of any Event of
Default under the terms of the Prime Lease, then Sublandlord shall likewise have the same
obligation to notify Subtenant of such Event of Default under the tams of this Sublease).
9. SUBORDINATION. This Sublease and the Subtenent's Intelsat hereunder shall
be subject and subordinate to any mortgage,leasehold mortgage,deed of trust,or any method of financing or refinancing now or hereafter placed against the Overall Property and/or the
Premises and/or any and all of the buildings now or hereafter built, and to all renewals,
modifications,replacements,consolidations and extensions thereof
10. ATTORNMENT. Subtenant shall in the event of the sale or assignment of
Sublandlord's interest In the Premises, or In the event of any proceedings brought for the
foreclosure of, or in the event of exercise of the power of sale under any mortgage made by
Sublandlord covering the Premises, mom to the purchasers or foreclosing mortgagee and
recognized such purchaser or foreclosing mortgagee as Sublandlord under this Sublease U. NO WAIVER. Failure of Sublandlord or Subtenant to insist upon the strict
performance of any provision of this Sublease or to exercise any option or any rules and
regulations herein contained shall not be construed as a waiver for the figure of any such
provision,rule or option. The receipt by Sublandlord of rent with knowledge of the breach of
any provision of this Sublease shall not be deemed a waiver of such breach:No provision of this
Sublease shall be deemed to have been waived unless such waiver is in writing signed by the
party seeking to enforce such provision.
12. SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided, all
provisions herein shall be binding upon and shall inure to the benefit of the parties, their legal
representative,successors and assigns.
13. ENTIRE AGREEMENT, ETC. This Sublease and the Exhibits, Annexes,
Riders and/or Addenda, if any attached,set forth the entire agreement between the parties. Any
prior conversations or writing are merged herein and extinguished.
14. GOVERNING LAW;VENUE. This agreement shall be governed in all respect
by the laws of the State of Florida, and the parties agree that the appropriate venue for any
lawsuit involving issues arising from this agreement shall be Monroe County,Florida.
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15. WAIVER OF JURY TRIAL. SUBLANDLORD AND SUBTENANT
HEREBY WAIVE,TO THE EXTENT NOT PROHIBITED BY LAW,THE RIGHT TO A
JURY TRIAL IN ANY ACTION, SUMMARY PROCEEDING, OR LEGAL
PROCEEDING BETWEEN OR AMONG THE PARTIES OR THEIR SUCCESSORS
ARISING OUT OF THIS SUBLEASE, SUBTENANT'S RIGHT OF OCCUPANCY OF
THE PREMISES,OR SUBTENANTS RIGHT TO OCCUPY THE PREMISES.
IN WITNESS WHEREOF,the parties hereto have hereunto set their hands and seals
this day and year first above written.
,$abindlort4: GRANTAIR SERVICE,INC.,
a Florida corporation
te-% Br v-u.s. :21.2
Print Name:iJ,coiA Ltowrarn) William G.Fluhom,President
April IS 2010
OC7 J5
Print Name: 3/4251-1.4444941
Subtenant MARATHON AVIATION ASSOCIATES,LLC,
� i, , aFlori�ia limited liability company
r/�C n Ps
Print Name:�l‘e.r. . Btrae.+Rriik Witham O.Bhrlwm,Manager
Dated: April jf,2010
Print Name: ✓d' r4cI
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(Overall Property)
LECAL DESCRIPTION (LEASE AREA):
Jet Port Center
A portion of loud located at Marathon *port. and being d pert at Section 1, Township 68
South, Rants 02 East,'Key Baba, Monroe Counts, floddo opel haki9 more portkdarty
described as follows '
CCMMENCMC'et a N.O.S. Horizontal control monument Monied MTNC 1989, and whop Homo
Stale Plana Coordinates an N 142029.09 and E 838059.75 (1903/90); thence S 14'49'33' E
for 20.09 feet to the Point of Beginning ( 'N 142009.87, E 838014.90 ); thanes N aria'19'
E along the edge al an caphdt aorfaoe for 704.93 feet ( N 142281.48, E 035713.33 ):
thence 9 2215552 E for 238.58 Met to a chain link fence ( N 142081.75. E 838508.28):
thanes S 57'0542' W and Bong the sold chain fink fence for 704.44 hat ( N 141788.14, E
535150.14 ); thence N 23102'48' W •ond along on edge of a asphalt surface for 240.74
fat to the Point of Beginning.
Containing 188,072.27 Squara Feet or 3,87 Ayrµ more or lees.
Area of real property as described In ahlblt AlA,having the dimensions of 240 x 105'
and abutting the west side of the current leased area. Exhibit Ala Is attached and
incorporated herein by tererence. This 240'x 105'real property may be used for the site of a County approved nevey constructed 11,800(appro4dmately)square foot
corporate hangar,aircraft&downs,and aviation activity only.
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ANNEX 2
(The Premises/Hangar Properly)
(Legal Description)
Area of real property as described In Exhibit AlA, having the dimensions of 240 x 105'
and abutting the west's/de of the current leased area. Exhibit Ma Is&tacked and
Incorporated herein by reference. This 240'x 105'real property may be used for the
site of a County approved newly constructed 11,800(approximately)square foot
corporate hangar,aircraft dedowns,and aviation activity only.
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SNi x 3
(the Premises/Hangar Property)
(Survey/Depiction)
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Saran
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