03/18/2015 AgreementAMY NEAVILIN, CPA
CLERK OF CIRCUR COURT 8 CONIP'iROLLER
MoNaaE COUNTY, FLORIDA
DATE: March 25, 2015
TO: Roman Gastesi
County Administrator
ATTN. Connie Cyr
FROM. • Lindsey Ballard, D. C R
At the March 18, 2015 Board of County Commissioner's meeting the Board granted approval
and authorized execution of Item C13 Landlord Estoppel Certificate and Agreement. Securing the
financial interest of 2J's Properties for construction of an aircraft hangar at Marathon.
Enclosed is a duplicate original of the above - mentioned for your handling. Should you have any questions, please
feel free to contact my office.
cc: County Attorney
Finance
File ✓
� SCANNED
500 Whitehead Street Suite 101, PO Box 1980, Key West FL 33040 Phone: 305 - 295 -3130 Fax: 305 - 295 -3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305- 289 -6027 Fax. 305 - 289 -6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax. 305- 852 -7146
EXHIBIT C
LANDLORD ESTOPPEL CERTIFICATE AND AGREEMENT
The following terms as used in this estoppel certificate and agreement
( "Certificate ") have the following meanings:
Landlord: Monroe County, Florida
Prime Tenant: South Shore Aviation Associates, LLC
Sublessee: Marathon Aviation Associates, LLC
2 J's: 2 J's Properties, LLC
Prime Lease: Marathon Fixed Base Operator (FBO) Agreement effective April
6, 1998 between Landlord and Prime Tenant and subsequent
amendments
Sublease: Sublease dated January 1, 2012 (as extended and amended)
between Prime Tenant and Sublessee with Consent to Assignment
dated January 16, 2014
Sub - Sublease: Lease and Sublease dated November 10, 2014 between Sublessee
and 2 J's.
Leased Premises: A portion of Exhibit A attached to Prime Lease.
Subleased Premises: See Exhibit B and B1 to Sub - Sublease Agreement.
Landlord hereby consents, agrees, warrants, represents and certifies to 2 J's, and
its successors and assigns, as follows:
1. Landlord consents to the Sublease and Sub - Sublease.
2. Landlord certifies that Sublessee is the tenant under the Prime Lease.
3. Landlord recognizes and acknowledges that upon construction of the
Hangar by Sublessee, Sublessee shall own the Hangar. Sublessee
acknowledges, pursuant to the Lease Amendment dated April 15, 2009,
ownership of the Hangar transfers to Landlord upon termination of the
Prime Lease. Landlord recognizes and acknowledges that the land upon
which the Hangar exists shall be leased/subleased /sub - subleased to 2 J's
by virtue of the Sub - Sublease.
4. Landlord agrees not to enter into an agreement with Prime Tenant (its
successors and /or assigns) to terminate the Prime Lease, except that
Landlord may terminate the Prime Lease in accordance with the terms
thereof following a material default under the Prime Lease by Prime
Tenant provided that (a) Landlord has given Sublessee and 2 J's written
notice of such default and an opportunity to cure the same pursuant to
Section 6 hereof.
5. Landlord certifies that (i) the Prime Lease is in full force and effect, (ii)
the Prime Lease has not been terminated, (iii) the Prime Lease has not
been assigned, modified or amended except as referred to above, (iv) no
default has occurred under the Prime Lease (nor are there any conditions
which the passage of time or giving of notice, or both, would become a
default under the Prime Lease).
6. Landlord agrees to provide Sublessee and 2 J's with written notice of any
default by Prime Tenant under the Prime Lease and an opportunity within
a reasonable amount of time to cure such default.
7. Landlord acknowledges that, upon the earlier of, the FBO informing the
county that the hangar is substantially complete or that the FBO has
assumed occupancy, the parties will enter into a written lease extension
extending the lease until April 5, 2041.
Landlord acknowledges that Landlord's address for notices is: Monroe
County, 1100 Simonton Street, Key West, FL 33040.
9. This Certificate shall run with the Leased Premises, and bind the
successors, assigns and grantees of Landlord.
10. This Certificate may be recorded in the real property records.
11. 2 J's may rely on this Certificate.
(The remainder of this page is intentionally left blank.)
xecuted this /° day of ' 2015.
HEAVILIN
i
Deputy Clerk
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By: 1
Name: y 401hage
Title: Mayor
V
SUB - SUBLEASE AGREEMENT
. - , This is a Sub - Sublease Agreement ( "Sublease ") between MARATHON AVIATION
ASSOCIATES, LLC, a Florida limited liability company located at 9850 Overseas Highway,
Marathon, FL 33050 ( "Landlord ") and 2 J'S PROPERTIES, LLC., a Florida limited liability
company.. located at 71 Harkrider Street, 2 nd Floor, Conway, AR 72032 ( "Tenant ") dated as of
the day of 1 O ✓flies , 2014.
In consideration of the rents to be paid hereunder, the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Landlord and Tenant hereby covenant and agree as follows:
Demise of Hangar /Landlord Representations/Contingencies.
A. Landlord does hereby covenant, represent and warrant to Tenant as follows:
(i) Landlord entered into a Sublease Agreement effective Januay 1, 2012, with
Coast FBO, LLC, a Florida limited liability company. The said subleased Coast FBO,
LLC's, rights under the "Prime Lease" which is defined as the original 20 -year lease
agreement entitled "Marathon Fixed Base Operator (FBO) Agreement" dated and
effective on April 6, 1998, and as further described in the recitals of said Sublease
Agreement, a copy of which is attached as Exhibit "A ". The Sublease has been extended
and amended in various instruments, the most recent on April 16, 2014.
(ii) Monroe County is the sole owner, in fee simple, of the Property,
(iii) the Property is part of the Florida Keys Marathon airport serving Monroe
County ( "Airport") and the Hangar (as hereinafter defined) is located on the Property,
(iv) all Access Rights (as hereinafter defined) are and shall be available to Tenant
throughout the Initial Term (as hereinafter defined),
(v) the Underlying Lease is now in full force and effect, has a term which expires
April 5, 2031, and, other than has previously stated in (i) above, has not been modified or
amended, and neither Monroe County, Landlord, or South Shore is in default thereunder,
(vi) Landlord shall not take any action to terminate or to modify (or to cause to be
terminated or modified) the Underlying Lease or the New Sublease after the execution
thereof,
(xii) there are no mortgages encumbering all or any portion of the fee, leasehold
or subleasehold estates of the Property that encumber the Hangar, but if there are or will
be (or if Landlord grants any mortgage in connection with its acquisition of the Hangar)
Landlord shall ensure that the holders of any such mortgages will consent to this
e P
Sublease, and will provide Tenant with a subordination, non - disturbance and attornment
agreements reasonably acceptable to Tenant ( "Consent and SNDA "),
(xiii) the height of the Hangar, as renovated and modified pursuant hereto, shall
not exceed the applicable regulations or requirements, including those of the Federal
Aviation Administration,
and
(ix) Tenant may have access to the Hangar upon the date of full execution hereof
(x) neither South Shore's nor Monroe County's consent is necessary for the Plans
(as hereinafter defined).
B. Tenant hereby agrees to construct an aircraft hangar containing approximately
7,000 square feet ( "Hangar "), a 22 foot door height and a minimum wingspan of 60 feet, at
Tenant's sole expense, on the portion of the Property described on the second page of attached
Exhibit B and shown on attached Exhibit B 1 and located at 9850 Overseas Highway, Marathon,
Florida. Completion, renovation and modification of the Hangar shall be evidenced by issuance
of the Certificate of Occupancy (as hereinafter defined). Tenant's obligations hereunder are
contingent upon the satisfaction or waiver by Tenant in writing of the following contingencies
(collectively "Contingencies "): (i) Tenant shall have received a building permit for the
renovation and modification of the Hangar pursuant to the Plans, (ii) Tenant shall have received
written approval of the Plans from Landlord (and from South Shore and Monroe County if
required under the Underlying Lease and/or Sublease), (iii) Tenant shall have received from
Landlord the executed Landlord Estoppel Certificate (as hereinafter defined and attached as
Exhibit C) and the executed Sublandlord Estoppel Certificate (as hereinafter defined and
attached as Exhibit D). Landlord shall cooperate with Tenant in connection with Tenant's
applications for necessary permits, such as a building permit, including execution of forms and
applications if necessary.
C. Landlord hereby sub - subleases the land directly upon which the Hangar is to be
located to Tenant in accordance with the terms and provisions hereof, together with the right of
pedestrian and vehicular access to the Hangar and the Airport's terminal from Overseas
Highway /U.S. Highway No. 1 and together with the right of aircraft access to the Airport and the
Airport's terminal, fuel depots, driveways, aprons, access roads, taxiways and runways
(collectively "Access Rights ") subject to any and all restrictions provided in the Underlying
Lease regarding the same.
Tenant shall provide Landlord with a complete set of the Plans following the date
of this Sublease. Tenant may terminate this Sublease on written notice to Landlord if (i) for any
reason the Airport is not being operated for a period of one (1) month and (ii) Underlying Lease
and/or the New Sublease expire or are terminated or (iii) Tenant shall not have received the
certificate of occupancy evidencing completion of the Hangar in accordance with the terms
hereof provided Tenant is in compliance with the terms of the Plans ( "Certificate of
Occupancy ").
2. Term.
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F
The term of this Sublease ( "Initial Term ") shall expire twenty (20) years from the
issuance of the Certificate of Occupancy for the Hangar upon completion. In the event that
Monroe County extends the underlying lease, Landlord shall offer an extension to Tenant at
market rate and consistent with the lease terms governing the primary ground lease and
applicable lease terms with the County.
3. Rent
A. Rent shall be $.41 per square foot per year (Landlord's ramp cost) paid to
Landlord on the execution of this Sub - Sublease and on each anniversary date . There shall be a
monthly maintenance fee of $750.00 per month. The rent and the maintenance fee are subject to
an annual CPI escalator equal to the CPI charged by the County to the Landlord and any other
property rent adjustments contemplated in the primary lease. If Tenant subleases space to
transient aircraft, Tenant shall set the pricing and other parameters and Landlord shall retain 33%
of the hangar rental fee to offset ramp revenue loss. For reference, Landlord shall supply the
current pricing in effect to other transient hangar space in the airport.
B. The Tenant is responsible for Hangar insurance for the asset/rebuild value
for fire, windstorm, and other perils. The Landlord shall provide liability insurance as an
extension to the Landlord's existing ramp and hangar insurance policy of $2 million per incident
with the Tenant as Named Insured. Additional insurance will be the responsibility of Tenant at
Tenant's discretion.
4. Use of Hangar Tenant may use and occupy the Hangar solely for the purposes of
storing, maintaining, repairing, cleaning and operating aircraft, and all other uses ancillary and
incidental thereto, in accordance with Section 17 hereof, unless and until the parties mutually
agree in writing to permit otherwise.
5. Utility Expenses Tenant shall install separate utility meters at the Hangar, and
shall ensure that all utilities (including water, electricity, telephone, Internet and cable) and trash
removal are available at the Hangar. Tenant agrees to pay all utility charges applicable to the
Hangar.
6. Underl non Lease
A. Landlord shall be liable to Tenant for all damages incurred by Tenant in the event
that the Underlying Lease and/or the New Sublease terminates or expires due to Landlord's acts
or omissions.
B. As a condition of Tenant's obligations hereunder, Landlord shall obtain from
Monroe County and shall furnish Tenant an estoppel certificate and agreement in the form
attached hereto as Exhibit C or as otherwise agreed to by Tenant and Monroe County ( "Landlord
Estoppel Certificate ").
C. Landlord shall obtain consents and non - disturbance agreements from the holders
of any and all leasehold mortgages /deeds of trust encumbering any and all leasehold and
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subleasehold interests in the Hangar and land upon which the Hangar is to be located, including
the Consent and SNDA.
D. All references herein to Monroe County shall be deemed to include all successors,
assigns and grantees of Monroe County.
7. Repairs and Maintenance
A. Tenant shall be responsible for all repairs and maintenance of the Hangar made
after the construction by Tenant. Tenant shall be responsible to repair (at Tenant's sole expense)
any and all design, construction, renovation and/or modification defects respecting the Hangar,
including but not limited to all structural components thereof such as the roof, walls, ceilings,
floors, doors and foundation, as well as all mechanical systems such as the heating, ventilating,
air conditioning, plumbing, electrical, drainage and security systems. Insofar as the claims,
actions, causes of action, litigation, proceedings, costs or expenses relate to faulty construction
by the Tenant, this Section will survive the expiration of the term of this Sublease. In no event
shall Monroe County or Landlord be responsible for any costs of repair necessitated by Tenant's
faulty construction. Tenant does hereby covenant to keep the Hangar in clean and sanitary
condition and will comply with all Laws and directions of proper public officers in connection
with Tenant's business operations at the Hangar, and will yield up the Hangar at the end of the
Lease. Ownership of the hangar shall pass to Landlord at Lease expiration.
B. Inspection and Maintenance of the Hangar by Monroe County. Monroe County
and its authorized officers, employees, agents, contractors, subcontractors and other
representatives shall have the right to enter upon the Hangar to perform essential maintenance,
repair, relocation, or removal of existing underground and overhead wires, pipes, drains, cables
and conduits now located on or across the Hangar, and to construct, maintain, repair, relocate,
and remove such facilities in the future as necessary to carry out the Master Plan of development
of the Airport; provided, however, that said work shall in no event unduly interfere with the
operations of Tenant and shall, provided further, that the entire cost of such work, including but
not limited to the cost of rebuilding, removing, relocating, protection or otherwise modifying any
fixed improvements at any time erected or installed in or upon the Hangar by Tenant, Monroe
County or third parties, as a result of the exercise by Monroe County of its rights hereunder, and
all damage to such fixed improvements causes thereby, shall be borne by Monroe County.
8. Alterations by Tenant Landlord agrees that Tenant may make, at its own
expense, any minor nonstructural alterations, repairs, replacements or additions to the Hangar,
provided:
A. Any such alterations, repairs, replacements or additions shall not lessen the value
of the Hangar; and,
B. Tenant shall perform such alterations, repairs, replacements or additions, in
accordance with all Laws and orders of all public or quasi - public authorities having jurisdiction
thereof and in accordance with the rules and regulations of the local board of Fire Insurance
Underwriters; and,
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C. The Hangar shall at all times be kept free and clear of all mechanic's,
materialmen's, labor or other liens or claims of liens, and if any lien shall be filed against the
Hangar, then the Tenant shall cause the same to be discharged; and
D. At all reasonable times during the progress of such construction work Landlord,
or persons authorized by Landlord, shall have the right to go upon the Hangar for the purpose of
inspecting any construction work then in progress.
E. Tenant covenants and agrees with Landlord that Tenant shall not make any
material additions or alterations or structural changes in or about the Hangar, without first
submitting plans and specifications thereof to Landlord, and obtaining the written approval of
Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Upon
obtaining such written approval, Tenant may make such additions or alterations at Tenant's sole
cost and expense and subject to the obligations of sub - paragraphs (A) -(D) above, inclusive, and
providing that such additions or alterations do not damage the Hangar or endanger its support or
stability. Such additions, alterations or improvements (except trade fixtures) put in at the
expense of Tenant, as aforesaid, shall be and become a part of the Hangar at the termination of
this Sublease, and therefore the property of Landlord. Tenant shall have the right to remove
Tenant's trade fixtures provided the walls, floors and ceilings are restored to a condition similar
to the condition existing on the date of commencement of the Initial Term.
9. Signs, Awnings and Canopies Tenant shall not place or maintain any sign,
awning or canopy in, upon or outside the Hangar without first obtaining Landlord's written
consent in each instance, which consent shall not unreasonably be withheld, conditioned or
delayed and, if required under the Underlying Lease, the consent of Monroe County. Tenant
shall maintain any such signs or other installation, as may be approved, in good condition and
repair.
10. Taking and Damages /Casualty A. In the event that a part of the Hangar
is taken by reason of the exercise of the right of eminent domain by any public or quasi - public
authority, or be conveyed in settlement of threatened eminent domain proceedings (both of
which are referred to as a "Taking "), there shall be an equitable abatement of Base Rent and all
other sums due hereunder. Such equitable abatement shall result in the decrease of Base Rent
and other sums payable by the percentage decrease in the square footage of the Hangar resulting
from the Taking. If the Taking involves the entire Hangar, or such a substantial and material
portion of the Hangar as will reasonably preclude Tenant from operating Tenant's business at the
Hangar, then this Sublease shall automatically terminate as of the date the condemning authority
acquires possession of the Hangar. Tenant may terminate this Sublease if any Taking materially
affects Tenant's parking or its Access Rights, unless Landlord provides uninterrupted alternate
parking and Access Rights reasonably acceptable to Tenant. Tenant may recover from the
condemning authority moving expenses, business damages, loss of trade fixtures and the Hanger
itself and the value of the unexpired Initial Term and renewal terms, if applicable. All other
damages are reserved to Landlord.
B. If approximately fifty percent (50 %) or less of the Hangar is damaged or
destroyed by fire, wind, flood or other cause, then Tenant shall with all due diligence repair and
restore the Hangar.
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11. Default by Tenant/Remedies
A. The following events shall be deemed to be events of default by Tenant under this
Sublease:
(i) if Tenant shall fail to pay within five (5) days following receipt by Tenant of
written notice that any such payment is past due;
(ii) if Tenant shall fail to pay any other sum other than rent within five (5) days
following receipt by Tenant of written notice that any such payment is past due;
(iii) if Tenant shall fail to comply within a reasonable time (but not longer than
thirty (30) days from receiving written notice from Landlord) of such failure with any
other term, provision, condition or covenant of this Sublease; provided, however, that
Tenant shall not be in default if the cure cannot be completed within thirty (30) days so
long as Tenant commences the cure within such 30 -day period and thereafter diligently
completes the cure;
(iv) if Tenant shall desert, abandon or vacate the Hangar for a consecutive period
of sixty (60) days;
(v) if any petition shall be filed by or against Tenant under this Sublease under
any section or chapter of the present or any future Federal Bankruptcy Code or under any
similar law or statute of the United States or any state thereof (and if against Tenant such
petition is not discharged in sixty (60) days), or Tenant shall be adjudged bankrupt or
insolvent in proceedings file under any section or chapter of the present or any future
Federal Bankruptcy Code or under any similar law or statute of the United States or any
state thereof,
(vi) if Tenant shall become insolvent or make a transfer in fraud of creditors;
(vii) if Tenant shall make an assignment for the benefit of creditors; or
(viii) if a receiver or trustee shall be appointed for Tenant or any of the assets of
Tenant.
B. Upon occurrence of any event of default, ownership of the Hangar shall revert to
Landlord and Landlord shall have the option to do any one or more of the following:
(i) Terminate this Sublease, in which event Tenant shall immediately
surrender the Hangar to Landlord, but if Tenant shall fail so to do, Landlord may enter
upon and take possession of the Hangar and expel or remove Tenant and its effects
without being liable to prosecution or any claim for damages therefore.
(ii) Enter upon and take possession of the Hangar as the agent of Tenant
without being liable to prosecution or any claim for damages therefor, and Landlord may
relet the Hangar as the agent of Tenant and receive the rent thereof, in which event
Tenant shall pay to Landlord on demand the reasonable cost of renovating, repairing and
mom
altering the Hangar for use by a new tenant as an aircraft hangar, and recover any
deficiency that may arise by reason of such reletting; provided, however, that Landlord
shall make a good faith effort to relet the Hangar in order to mitigate damages.
(iii) Landlord may declare all of the Rent reserved hereunder immediately due
and payable, except that this remedy of acceleration shall not apply if Tenant is delayed
in making payment by virtue of a Force Majeure. A "Force Majeure" involves delays
caused by acts of God (such as floods and hurricanes), fire or other casualty, strikes, labor
disputes, riots, terrorism or government action. Notwithstanding the foregoing, in the
event that Landlord receives any rent, additional rent or other sums from any third party
applicable to the Initial Term and/or the Hangar (or any portion thereof), Landlord shall
promptly credit all such rent, additional rent and other sums to the accelerated Base Rent
paid by Tenant, and Landlord shall make immediate payment to Tenant on account
thereof. This obligation of Landlord shall survive the expiration and/or termination of
this Sublease.
(iv) Landlord may perform Tenant's obligations under this Sublease, and may
enter the Hangar without being liable to prosecution or any claim for damages therefor in
order to accomplish this purpose. Tenant agrees to reimburse Landlord immediately
upon demand for any reasonable expenses which Landlord may incur thus effecting
compliance with this Sublease on behalf of Tenant, and Tenant further agrees that
Landlord shall not be liable for any damages resulting to Tenant from such action.
12. Accord and Satisfaction No payment by Tenant or receipt by Landlord of a
lesser amount than the Base Rent herein stipulated shall be deemed to be other than on account
of the earliest stipulated Base Rent, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment as rent deemed an accord and satisfaction, and
Landlord may accept such check or payment without prejudice to Landlord's rights to recover
the balance of such Base Rent or pursue any other remedy in this Sublease provided.
13. Quiet Enjo3ent Landlord covenants that so long as Tenant pays the Base Rent
and any other sums due under this Sublease, and performs its agreements hereunder, Tenant shall
have the right to quietly enjoy and use the Hangar for the Initial Term and all renewal terms, if
applicable, of this Sublease, subject to the provisions hereof.
14. Holding Over Any holding over after the expiration of the Initial Term or any
Renewal Term shall be construed to be a tenancy -at -will at 150% of the Base Rent herein
specified (prorated on a daily basis) and shall otherwise be on the terms herein specified so far as
applicable. Acceptance of any Base Rent after a holdover begins shall not be deemed to renew
this Sublease nor shall this provision be deemed a waiver of Landlord's right to terminate
Tenant's tenancy or to pursue other remedied for Tenant's failure to vacate.
15. Parking.
A. Tenant shall have the right to use the parking areas on the Property.
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B. Tenant will comply with reasonable rules and regulations established by Landlord
regarding the parking of Tenant and it employees.
16. Tenant to Observe Laws, Rules and Regulations With the exception of any
provisions herein to the contrary, Tenant agrees, insofar as applicable to Tenant's responsibility
during the term of this Sublease, to promptly observe, comply with and execute at its own cost
and expense all Laws relating to the use of the Hangar by Tenant. Tenant, however, may
contest, review or appeal any governmental orders and directions provided Tenant shall, prior to
contesting the same, notify Landlord in writing of its intention to do so, and provided that all
such proceedings shall be promptly commenced by Tenant and diligently prosecuted by Tenant
at its expense to a speedy and final conclusion.
17. Other Rules and Regulations
A. Compliance. In connection with Tenant's use of the Hangar, Tenant shall
comply with the Minimum Standards for Commercial Aeronautical Activities by Fixed Base
Operators and Other Aeronautical Service Providers at Monroe County Airport and all
ordinances of the County, including any reasonable rules and regulations with respect to use of
Airport property, as the same may be amended from time to time (which rules, regulations and
amendments are furnished to Tenant), all additional laws, statutes, ordinances, regulations and
rules of the federal, state and county governments, and any and all plans and programs developed
in compliance therewith, which may be applicable to its operations, including specifically,
without limiting the generality thereof, federal air and safety laws and regulations and federal,
state, and county environmental, hazardous waste and materials and natural resources laws,
regulations and permits and FAA Airport Improvement Program Grant Compliance
requirements. This Sublease is subordinate to the County's obligations under federal aviation
law and contractual commitments to the federal government. Upon a formal written declaration
by the Federal Aviation Administration ( "FAA ") that a term or provision of this Sublease is
inconsistent with federal aviation law or a contractual commitment to the FAA, the
impermissible term shall be severed, without affecting the remainder of this Sublease. The
parties may agree to amend this Sublease as provided herein as necessary to comply with the
FAA's formal written declaration.
B. Violations. Tenant agrees to pay on behalf of Monroe County any penalty,
assessment, or fine, issued against Monroe County, or to defend in the name of Monroe County
any claim, assessment, or civil action, which may be presented or initiated by any agency or
office of the federal, state, or county governments, based in whole or substantial part upon a
claim or allegation that Tenant, its agents, employees or invitees have violated any law,
ordinance, regulation, rule or directives described in Section 17A. above respecting Tenant's use
of the Hangar.
18. Environmental.
A. Tenant shall not release any Hazardous Material in, on or under the Hangar.
"Hazardous Material" shall mean without limitation, any flammable, explosive or radioactive
material, lead paint, asbestos or asbestos containing material, urea formaldehyde, polychlorinated
biphenyl, fungal microorganism or component thereof (including, without limitation,
Stachybotrys chartarum Aspergillus /Pennicilium, Trichoderma, Fusarim, Cylindrocarpon,
Acremonium, Trichothecium, Myrothecium or Alternaria, and/or any micotoxins produced by
fungal microorganisms) capable of causing pulmonary, respiratory, neurological or other
illnesses after exposure, petroleum or petroleum product or constituent, methane, hazardous
material, hazardous waste or any other hazardous or toxic substance or related material, as
defined in the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended (42 U.S.C. § §9601, et seq.), the Hazardous Materials Transportation Act, as
amended (49 U.S.C. Appendix § §1801, et seq.), the Resource Conservation and Recovery Act,
as amended, (42 U.S.C. § §9601, et. seq.), the Toxic Substances Control Act, as amended (15
U.S.C. § §2601, et. seq.), or any other federal, state or local laws and regulations regulating the
environment.
B. Tenant shall not be liable or responsible for any environmental contamination of
the Hangar not caused by Tenant; nor shall Tenant be liable or responsible for the condition of
the Hangar as exists prior to the date that Tenant occupies the Hangar.
C. Tenant shall defend, indemnify and hold harmless Landlord from any and all
claims, orders, demands, causes of action, damages, proceedings, judgments, suits, liabilities,
losses, fines, penalties, costs and expenses (including, without limitation, consultant fees, court
costs and reasonable legal fees) arising out of any Hazardous Material in the Hangar that was
brought upon the Hangar by Tenant (or its agents, employees or contractors).
D. Landlord shall defend, indemnify and hold harmless Tenant from any and all
claims, orders, demands, causes of action, damages, proceedings, judgments, suits, liabilities,
losses, fines, penalties, costs and expenses (including, without limitation, consultant fees, court
costs and reasonable legal fees) arising out of
(i) Hazardous Material on, in or under the land on which the Hangar is built that is
or was brought upon, the land on which the Hangar is built by Landlord (or its agents,
employees or contractors)
(ii) Hazardous Material that was already present on or under the Hangar prior to
the date that Tenant constructs the Hangar.
E. Tenant shall not construct or install any underground or above - ground fuel tanks
19. Assignment and Subletting This Sublease shall bind and shall inure to the benefit
of the parties hereto and their respective successors and assigns, and shall bind all grantees and
assignees of Landlord and purchasers of any portion of the Hangar. Any purchaser and/or
grantee of all or any part of the Hangar shall acquire same subject to this Sublease. Tenant may
not assign this Sublease, or sublet the Hangar or any part thereof, without Landlord's prior
written consent, which consent shall not unreasonably be withheld, conditioned or delayed. The
written consent by Landlord to any assignment or sublease shall not constitute a waiver of the
necessity for such consent to any subsequent assignment or sublease. Receipt by Landlord of
Rent hereunder from any party other than Tenant shall not be deemed to be consent to any such
assignment or sublease or relieve Tenant of its obligation to pay Rent or other charges under this
Sublease. Tenant may assign this Sublease, or sublet the Hangar or any part thereof, to any
parent, subsidiary or affiliate of Tenant without Landlord's consent provided that Tenant will
still remain liable for all rights and obligations under this Sublease irrespective of any such
assignment or sublet. Landlord's consent shall not be required in connection with any
assignment related to a sale or transfer of Tenant's assets or stock.
20. Performance by Landlord of Tenant's Obligations In the event Landlord shall
pay or be compelled to pay a sum of money, or to do any act which requires the payment of any
money, by reason of the failure of Tenant to perform one or more of the covenants herein
contained to be kept and performed by Tenant, then in such event, the sum or sums so paid by
Landlord, together with all interest, expense or obligations incurred by Landlord, shall be
considered as additional rent and shall be added to the Base Rent becoming due and shall be
collectible in the same manner and with the same remedies as if they had been rents originally
reserved.
21. Indemnification
A. Tenant agrees to indemnify, defend and hold Landlord harmless from and against
any and all claims, liabilities, damages and expenses (including reasonable attorneys' fees)
respecting personal injury and/or property damage arising from the use or occupancy of the
Hangar by Tenant, and any other parties at any time utilizing the Hangar through Tenant, other
than those claims related to or arising out of Landlord's acts, omissions, gross negligence or
willful misconduct.
B. Landlord agrees to indemnify, defend and hold Tenant harmless from and against
any and all claims, liabilities, damages and expenses (including reasonable attorneys' fees)
respecting personal injury and/or property damage arising out of
(i) Landlord's (and Landlord's agents', employees' and contractors') negligence
and/or willful misconduct and
(ii) any breach of any material representation, warranty or covenant of Landlord
set forth herein that cannot be cured by Landlord within sixty (60) days of notice of such
breach by Tenant, including Landlord's representation and warranty that Landlord is the
current lessee under the Underlying Lease. This subsection shall not apply to Monroe
County in the event the Landlord defaults and Monroe County becomes the Landlord
under this Sublease.
22. Notices All notices, requests, demands, and other communications pertaining to
this Sublease shall be in writing and shall be deemed duly given and effective
(i) on the day when sent by facsimile transmission (provided that the sender
thereof has confirmation of receipt by the intended recipient),
(ii) on the day when delivered personally (which shall include delivery by Federal
Express or other nationally recognized, reputable overnight courier service that issues a
receipt or other confirmation of delivery) and/or
-10-
(iii) three (3) days after any such notice was given by certified U.S. mail, return
receipt requested, postage prepaid, addressed as follows:
If to Landlord:
William Ehrhorn
Marathon Aviation Associates, LLC
9850 Overseas Highway
Marathon, FL 33050
With a copy to:
Thomas D. Wright, Esq.
Law Offices of Thomas D. Wright, Chartered
9711 Overseas Highway
Marathon, FL 33050
If to Tenant:
John Allison
2 J's Properties, LLC
719 Harkrider Street
2nd Floor
Conway, AR 72032
With a copy to:
William C. Brazil
Brazil, Adlong and Mickel
1315 Main Street
Conway, AR 72032
Effective notices hereunder may be given by either party's counsel on behalf of such
ply.
23. Waiver In the event Landlord does not insist on a strict performance of any of
the terms and conditions hereof, such decision shall not be deemed a waiver of the rights or
remedies that Landlord shall have to insist upon strict performance of any such terms or
conditions in the future or any other conditions and terms of this Sublease.
24. Entire Agreement; Severability This Sublease, and any exhibits annexed hereto,
contains the entire agreement between Landlord and Tenant, and any agreement hereafter made
between Landlord and Tenant shall be ineffective to change, modify, waive, release, discharge,
terminate or effect an abandonment of this Sublease, in whole or in part, unless such agreement
is in writing and signed by both Landlord and Tenant. If any term or provision of this Sublease
or the application thereof to any present or future circumstances, to any extent, be held to be
-11-
invalid or unenforceable by a court of competent jurisdiction, the remainder of this Sublease
shall be in full force and effect, and only the provision found to be unenforceable shall be
stricken from the terms hereof.
25. Governing Law, This Sublease shall be governed by the internal laws of
the State of Florida, without regard to the principles of conflicts of laws, with venue in Monroe
County.
26. Invalidity of Any Provisions If any term, covenant, condition or provision of this
Sublease shall be held to any extent to be invalid or unenforceable under applicable law, the
remaining terms, covenants, conditions and provisions of this Sublease shall not be affected
thereby and shall remain in full force and effect.
27. Waiver of Jury Trial Landlord and Tenant hereby waive trial by jury in any
action, proceeding or counterclaim brought by either of them against the other or any matters
whatsoever arising out of or in any way connected with this Sublease, the relationship of
Landlord and Tenant, Tenant's use or occupancy of the Hangar, and/or claim of injury or
damage.
28. Legal Expenses Should either party employ an attorney or attorneys to interpret
or enforce any of the provisions hereof, or to protect its interest in any matter involving, arising
out of, or otherwise relating to this Sublease, or to recover damages for the breach of this
Sublease, the party prevailing shall be entitle to recover from the other party all reasonable fees,
costs, charges and expenses, including but not limited to, attorney and legal assistant fees,
expended or incurred in connection therewith from the initial request for redress through trial,
appeal and collection.
29. Relationship of the Parties. Nothing herein contained shall be deemed or
construed as creating the relationship of principal and agent or of partnership or joint venture
between Landlord and Tenant; it being understood and agreed that neither the method of
computing Base Rent nor any other provision contained herein nor any acts of Landlord and
Tenant shall be deemed to create any relationship between the parties other than that of Landlord
and Tenant.
30. Counterparts This Sublease may be signed in counterparts, and by facsimile or e-
mail signatures, which originals, facsimile and/or e-mail counterparts shall be deemed originals
for all purposes, and which together shall be deemed one agreement.
31. Miscellaneous; Captions The masculine, feminine or neuter gender, wherever
used herein, shall be deemed to include the masculine, feminine and neuter whenever and
wherever applicable herein. Whenever the singular is used it shall be deemed to include the
plural whenever and wherever applicable herein. Captions and headings in this Sublease are for
convenience. They do not define or limit the scope of any provision set forth herein.
32. Memorandum of Sublease Upon execution of this Sublease, Landlord and
Tenant shall execute a Memorandum of Sublease in the form attached hereto as Exhibit E
( "Memorandum "). Landlord or Tenant shall record the Memorandum in the Public Records of
Monroe County. If not already recorded, memoranda of the Underlying Lease and New
-12-
Sublease shall also be recorded in the Public Records of Monroe County. All recording fees and
taxes required to be paid in connection with this Section 32 shall be paid by Landlord.
33. Survival The indemnification obligations set forth herein shall survive the
expiration or earlier termination of this Sublease.
34. FAA Required Clauses
A. Tenant for itself and its successors in interest and assigns, as a part of the
consideration hereof, does hereby covenant and agree that (i) no person on the grounds of race,
color, or national origin shall be excluded from participation in, denied the benefits of, or be
otherwise subjected to discrimination in the use of the Hangar, (ii) that in the construction of any
improvements on, over or under the Hangar and the furnishing or services thereon, no person on
the grounds of race, color, or national origin shall be excluded from participation in, denied the
benefits of, or be otherwise subjected to discrimination, (iii) that Tenant shall use the Hangar in
compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal
Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21,
Nondiscrimination in Federally- assisted programs of the Department of Transportation -
Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be
amended. That in the event of breach of any of the above nondiscrimination covenants,
Landlord and Monroe County shall have the right to terminate this Sublease and to re -enter the
Hangar as if this Sublease had never been made or issued. This provision shall not be effective
until the procedures of Title 49, Code of Federal Regulation, Part 21 are followed and completed
including exercise or expiration of appeal rights.
B. It shall be a condition of this Sublease that Monroe County reserves for the use
and benefit of the public, a right of flight for the passage of aircraft in the airspace above the
Hangar, together with the right to cause in said airspace such noise as may be inherent in the
operation of aircraft, now known or hereafter used, for navigation of or flight in the said
airspace, and for use of said airspace for landing on, taking off from or operating on the Airport.
C. Tenant expressly agrees for itself, its successors and assigns, to restrict the height
of structures, objects of natural growth and other obstructions on the Hangar to such height so as
to comply with Federal Aviation Regulations, Part 77. Tenant expressly agrees for itself, its
successors and assigns, to prevent any use of the Hangar which would interfere with or adversely
affect the operation or maintenance of the Airport, or otherwise constitute an Airport hazard.
D. This Sublease and all provisions hereof are subject to any ordinances, rules or
regulation which have been, or may hereafter be adopted by, Monroe County pertaining to the
Airport.
(The remainder of this page is intentionally left blank.)
-13-
IN WITNESS WHEREOF, Landlord and Tenant have signed this Sublease as of the day
and year first above written.
LANDLORD
MARATHON AVIATION ASSOCIATES, LLC
B
N
Ti
TENANT
By: _
Name
Title:
1
-14-
2 J'S PROPERTIES, LLC
EXHIBIT A
[Sublease between Coast FBO, LLC (now South Shore Aviation Associates, LLC) and Marathon
Aviation Associates LLC and Consent to Assignment to South Shore Aviation Associates, LLC]
SUBLEASE AGREEMENT
SUBLEASE AGREEMENT (this "Sublease') dated effective January 1, 2012 (the
"Effective Date'), by and between COAST FBO, LLC, a Florida limited liability company
( "Sublandlord "), and MARATHON AVIATION ASSOCIATES, LLC, a Florida limited
liability company ( "Subtenant ").
RECITALS:
A. MONROE COUNTY, a political subdivision of the State of Florida ("Monroe
County ") is the fee simple owner of the Property.
B. Pursuant to the Prime Lease, Monroe County (as landlord) leased the Property to
Sublandlord (as tenant/FBO).
C. The term "Prime Lease ", as used herein, shall mean that certain original twenty
(20) year lease agreement entitled Marathon Fixed Base Operator (FBO) Agreement dated
effective on or about April 6, 1998 (the "Original Lease "), by and between Monroe County and
PARADISE AVIATION, INC. ( "Sublandlord's Predecessor- in- Interest'j, as said Original Lease
has been (i) amended between Monroe County and Sublandlord's Predecessor -in- Interest.
pursuant to that certain Lease Amendment dated effective December 19, 2001 (ii) assigned to
Sublandlord; and (iii) amended to date between Monroe County and Sublandlord, including
without limitation, that certain (a) Lease Amendment dated effective April 15, 2009 (b) first
Extension of Time to Lease Amendment, (c) Second Extension of Time to Lease Amendment
dated effective Seotember 15, 2010 and (d) Third Extension of Time to Lease Amendment dated
efTective March 16, 2011
D. The term "Property ", as used herein, shall mean all real properly leased from
Monroe County to Sublandlord, pursuant to the terms of the Prime Lease, including without
limitation, those certain parcels of real property described in Exhibit A and Exhibit A 1 to the
Prime Lease.
E. Sublandlord desires to sublease the Property to Subtenant, and Subtenant desires
to sublease the Property from Sublandlord pursuant to the provisions of this Sublease.
NOW, THEREFORE, in consideration of the foregoing recitals, and for good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:
1. LEASE OF PROPERTY. Sublandlord hereby subleases to Subtenant, and
Subtenant hereby subleases from Sublandlord, the Property.
?- TERM. The term of this Sublease (the "Term") shall commence on the Effective
Date, and shall continue throughout the term of the Prime Lease, as the same may be amended
from time to time.
�• RENT. The annual base rent for the Property shall be an amount equal to the
annual rent payable by Sublandlord to Monroe County for the Property under the terms 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.. fuel flowage fees, property taxes if applicable, etc.) for which Sublandlord is
obligated to make payments to Monroe County with respect to the Property 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 extent 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 Lease.
4. USE. Subtenant shall be permitted to use the Property for any and all uses that
are permitted to be made of the Property unde the terms of the Prime Lease, and subject to an)
Iimitations thereon as set forth in said Prince Lease (including any exhibits thereto and /or any
laws, rules, regulations and/or ordinances to which the Property are subject).
5. ADDITIONAL 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 Property or otherwise) under the terms of the .Prime
Lease. Without limiting the generality of the foregoing. Subtenant hereby undertakes: (a) to
keep the Property 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 terms of the Prime Lease; (c) to secure and maintain
any and all insurance policies with respect to the Prope
has agreed to secure and maintain the same under the t rty, to the same extent that Sublandlord
erms 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 Property; (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
Property, upon obtaining the prior written consent of Sublandlord, which consent shall not be
unreasonably withheld or delayed. Notwithstanding any assignment or sublease, Subtenant shall
2
remain fully primarily liable hereunder and shall not be released from any obligations or
performing any of the terms of this Sublease_
7. LIABiLI'mINDEMNIFICATION.
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 Property 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 parking 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 agent's;
B. Subtenant shall store its personal property in and shall occupy the Property
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. Events of Default. The following events shall be deemed to be events of
default by Subtenant under this Sublease: (i) Subtenant shall tail 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 fail 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
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 Subiandlord for the same Event of
if
Default, and subject to any notice requirements set forth in the Prime Lease (i.e., n 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 tl�e same
obligation to notify Subtenant of such Event of Default under the terms of this Sublease).
9. SUBORDINATION. This Sublease and the Subtenant's interest 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 Property and /or any and all of the
3
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 Property, 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 Property, attorn to the purchasers or foreclosing mortgagee and
recognized such purchaser or foreclosing mortgagee as Sublandlord under this Sublease.
H. AMENDMENTS & NOTIFICATIONS. Sublandlord agrees_ (a) that it will not
amend die Prime Lease with Monroe County, without the express written approval of Subtenant,
which approval shall not be unreasonably withheld or delayed; and (b) to forward to Subtenant
copies of any and all notices and/or notifications received by Sublandlord from Monroe County
or any third parties, promptly after Sublandlord's receipt of the same.
12. 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 an y rules and
regulations herein contained shall not be construed as a waiver for the future 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 the
party seeking to enforce such provision.
13. 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.
14. 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.
15. 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.
16. 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 PROPERTY, OR SUBTENANT'S RIGHT TO OCCUPY THE PROPERTY.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
this day and year first above written.
4
Witnesses,
Print jale 0 '�Z3 t
Print Name: AAA V--j
Prig{ Name:
Sublandlord: COAST FBO, LLC,
a Florida limited liability company
By:
William G- EhThorn, Manager
X
Subtenant:
David S. Band, Manager -ILI
MARATHON AVIATION ASSOCIATES, LLC.
a Florida limited liability 'company
By:
William G. Ehrhorn, Manager
i�
avid S. an Manager
..............
brit N arrye!
Pr1
aril any Wd h - ro w
AMY HEAVIIIN, CPA
CLERK OF CIRCUIT COURT & COMPTROLLER
MONROE COUNTY, FLORIDA
DATE: Januaty 24, 2014
TO: Peter Horton,
Director of Airports
ATTN: Judy Layne, Senior Coordinator
Airport Grants and Finance
FROM: Lindsey Ballard, D. C th
At the January 16'', 2414, Board of County Commissioners meeting, the Board granted approval
and execution of Item C7 Consent to Assignment for the Marathon General Aviation FBO facility at the
Florida Keys Marathon Airport.
Enclosed is a duplicate original of the above - mentioned for your handling. Should you have any
questions, please feel free to contact our office.
cc: County Attorney (W/6 documents)
Finance
File
500 Whitehead StreetSulte 301, PO Box 1980, Key West Fl 33040 Phone: 305 - 295 -3230 Fox: 305 295 -3663
3117 Overseas Highway, Marathon, Ft 33050 Phone: 305 -289 -6027 Fox: 305- 289 -6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax: 305 -852 -7146
CONSENT TO ASSIGNMENT
) <5�Lxn�
This Consent to Assignment is entered into this,,Kth day of 9ecenrber, 2013, by and
between Monroe County, a political subdivision of the State of Florida, hereafter County,
Sarasota Coast Investors, LLC, Assignor, and South Shore Aviation Associates, LLC., Assignee,
the parties agreeing as follows:
!. The County, through a Consent to Assignment dated July 18, 2008, leased to
Assignor approximately 373,679.56 s.f. of space utilized as a FBO facility at 9850
Oversea Highway at the Florida Keys Marathon Airport, Marathon, Florida, under a
Marathon FBO Agreement dated April 6, 1998, (hereafter the original agreement),
and amended by lease amendment thereto on April 15, 2009. The original agreement,
lease amendment and July 18, 2008 Consent to Assignment are attached and
incorporated into this Consent to Assignment.
2. The County and Assignor, through a Fourth Extension Of Time To Lease
Amendment, agreed to extend the time Assignor had to comply with the terms of the
April 15, 2009 lease amendment,
3. Subject to approval by the County Commission, a change of operational control of
the FBO facility was agreed to between the Assignor and the Assignee effective June
4, 2013, wherein the Assignor assigned to Assignee all the Assignor's rights, title and
interest in the original lease and lease amendment.
4. Monthly rent payments shall be made payable to Monroe County Airport Business
Office, and sent to 3491 S. Roosevelt Blvd. Key West, F1 33040.
5. In consideration for Monroe County's consent, the Assignee agrees to be bound by
all the terms and conditions of the original agreement, the lease amendment and the
Fourth Extension Of Time To Lease Amendment dated March 21, 2012.
BOARD OF COUNTY COMMISSIONERS
T: DANNY L. K.OLHAGE OF MONROE COUNTY, FLORIDA
CLERK
A F _ B _
Deputy erk Mayor Pro -Tem
ASSIGNEE - SOUTH SHOR Y AVIATION ASSOCIATES, LLC.
tary Public -State f Florida (Name) V! ' 005w mm
(Title) A r- basal„_
$# (Address t49N1/tW
-� My Commission i z
c�C'W mot ary AWAY `
y� ASST NOR - RASOTA COAST INVESTORS, LLC
By :, �� �O B YI �N ic - State of Florida ame ) Zs'
(Title)
(Address) t X
My Commission Expires: S�.tn -.+rp rc'� p�2
(SEAL)
LINDA M G000J tl
Notary Pu61iC . State of FIwWa
•ter My Comm EkWt"S OCt 27, 2017
'1,�� .`*•?``' Commicsimi # FF 035366
8a ihroWA lial+anal Notify Assn. j
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SURWMR'S NOTES:
Re1=n w on WAD 83 (1990) State Plane Coat SYstem
9` HAD 83 (1990) State Plane Coordinate
.•)'denotee
eKlsting elevation System
E based on N.G.V.1)
1929 Datum
Bench MvrrreMolbn: ork No,: X -273 Efevativn:
Mon
eel SPike or P.K. Noll, as notsd 3.907 (destroyed)
"t '/2' Iron PCPo, PJ-S.
No. 2749
• < found 1/2' Cron po.
Abbrovie)onr:
5 " Story
R Right -oJ -w Overhead
fd. .. Found u/y • Underground
P• . Plot F.Ft_< 'nigh Floor Elevotion
rn. - Meaeured cone• concrete
O.R- < Official Records
j
TSec.. C 8. < Concrete Block
D. Township
R C.B.S.< Concrete Block Stucco
yye. < Range cov'd.- Covered
N.T.S,< Nof to Sc°
Elv,- I&
F - E `u` < Electrical Pun Box
e Qvotlon E
0, M. - Bench Mori< O = Electrical Mon Hole
- Plat Book E
PP P.B.
Eiic.< Efrw Runway light
Tel. - Telephone - HOdz. control Monument
Catch Basin
FteM Mork performed on: tM30 /97 thru t /tB /98
MOnr0G County
M°IVthorl AJrPart, Marathon, Florida
Sheet t of
Sketch to accompany Lego
Description
D -n No.: FREDERICK H.
Scale I - W20Qr Ref. Flood panel f4o.
98-4,37-01 t�e� HILDEBRANDT
98T7-01 tNMMR PCMMU $(l 0R
132 -T
Date; I / 98 Flood Zone:
Dwn. : F.H.H.
Flood Dev, - 3150 ortn w
elde Dri
REVISIOtvS AND OR AooMOHS
3/6/98: Hon er location
Suite 101
l
Key mveet, hi 33040
ra30b{ OS} 93-0737
1
LEGAL DESCRIPTION (LEASE AREA):
A portion of land located at Marathon Airport, and being o part of Section i. Township 66
South, Range 32 East, Key Voco, Monroe County, Florida and being more part.cu;arly
described as follows:
COMMENCING at a N.O.S. Horizontal control monument stamped MTHC 1989, and whose Flondc
State Plane Coordinates are N 1 and E 638059.76 (1983/90); thence N 67'29'51"
for 2473.09 feet to the Point of Beginning ( N 142975.60, E 640344 55 ); thence N
67'22'34" E along the edge of on. asphalt surface for 1347.96 feet ( N 143494.14, E
64158839 ); thence S 22'39'52" E and olong the edge of am. asphalt surface for 252.91
feet to a chain link fence ( N 143260.76, E 641686 24); thence S 67'23'40" w and along
the said chain Ink fence for 1348.46 feet ( N 142742.43, E 640441.38 ); thence N
22'33'05" W and along an edge of a asphalt surface for 252.48 feet to the Point of
Beginning.
Containing 340,679.56 Square Feet or 7.82 Acres, more or less.
CERTIFICATION.
I HEREBY CERTIFY that the attached Sketch to accomppan LegQal Description
is true and correct to the bas of my knowledge and bel if; tfSat it meets the minimum
technical standards adopted the Florida Board of Land Surveyors, Chapter 61G17 -6,
Florida St ute c n 472 27, and the American Land Title Association, and that
ther or n ible encr chments unless shown hereon.
DE ICK H, HILO OT
Professional Land Sur or No. 2749
'rofesslonof Engineer No. 36810
State of Florida
NOT VALID UNLESS EMBOSSED WITH RAISED SEAL & SIGNATURE Sheet 2 of 2
Monroe County
Marathon Airport, Marathon, FIorlda
Sketch to accompany Legal o ,fi FREDERICK H. HILDEBRMDT
Description 98- 437 -01 ENGINEER PLANNER S11RyEY0R
�h 1: " -200' Ref. flood panel No.
1,32.1 own. 9 . r.N.h.
Do N: 1/28/98 Hoed Zone; Fl"od Erev. 3150 Nor%siae Drive
S'Aa 101
REVISIONS AND OR ADDMONS Keeyy S) 293 -0456
west, FI. .7,3040
(30
VS Hon er beotien Pox. (305) 293 -0237
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EXHIBIT D
SUBLANDLORD ESTOPPEL CERTIFICATE AND AGREEMENT
The following terms as used in this estoppel certificate and agreement
( "Certificate ") have the following meanings:
Sublandlord: South Shore Aviation Associates, LLC
Sublessee: Marathon Aviation Associates, LLC
2 J's: 2 J's Properties, LLC
Prime Lease: Marathon Fixed Base Operator (FBO) Agreement effective April
6, 1998 between Monroe County, Florida and Sublandlord and
subsequent amendments.
Sublease: Sublease dated January 1, 2012 between Coast FBO, LLC and
Sublessee with Consent to Assignment dated January 16, 2014,
executed by Monroe County, Sarasota Coast Investors, LLC, and
Sublandlord. /�/
Sub - Sublease: Lease and Sublease dated! , 2014 between Sublessee
and 2 J's.
Leased Premises: Airport property leased under the Prime Lease as described in
attached Exhibit A.
Subleased Premises: Airport property which is a part of the Leased Premises, and is
subleased and sub - subleased under the Sublease and Sub - Sublease,
and which is described on the second page of attached Exhibit A
and depicted on attached Exhibit Al.
Sublandlord hereby consents, agrees, warrants, represents and certifies to 2 J's,
and its successors and assigns, as follows:
1. Sublandlord consents to the Sub - Sublease, and warrants and represents
that there are no mortgages or deeds of trust encumbering all or any part of
Sublandlord's interest in the Subleased Premises.
2. Sublandlord certifies that Sublessee is the tenant under the Sublease.
3. Sublandlord agrees not to enter into an agreement with Sublessee (its
successors and /or assigns) to terminate the Sublease, except that
Sublandlord may terminate the Sublease in accordance with the terms
thereof following a material default under the Sublease by Sublessee
provided that (a) Sublandlord has given 2 J's written notice of such default
and an opportunity to cure the same pursuant to Section 6 hereof and (b) if
the Sublease is terminated, Sublandlord shall recognize the Sub - Sublease
as a direct sublease between Sublandlord and 2 J's, and the Sub - Sublease
shall remain in full force and effect.
4. Sublandlord certifies that (i) the Prime Lease and Sublease are in full force
and effect, (ii) the Prime Lease and Sublease have not been terminated,
(iii) the Prime Lease and Sublease have not been assigned, modified or
amended except as referred to above, (iv) the first, second, third, fourth
and fifth amendments to the Prime Lease have been rescinded and are of
no further force or effect and (v) no default has occurred under the Prime
Lease or Sublease (nor are there any conditions which the passage of time
or giving of notice, or both, would become a default under the Prime
Lease or Sublease).
5. Sublandlord agrees to provide 2 J's with written notice of any default by
Sublessee under the Sublease and an opportunity within a reasonable
amount of time to cure such default.
6. Sublandlord certifies that the terms of the Prime Lease and Sublease
expire on April 5, 2031.
7. Sublandlord acknowledges that Sublandlord's address for notices is: 9850
Overseas Highway, Marathon, FL 33050.
8. This Certificate shall run with the Subleased Premises, and bind the
successors, assigns and grantees of Landlord.
9. This Certificate may be recorded in the real property records.
10. 2 J's may rely on this Certificate.
11. If Prime Tenant /Sublandlord, South Shore Aviation Associates, LLC
and/or Sublessee, Marathon Aviation Associates, LLC, violate(s) their
lease agreements for any reason; become(s) insolvent; sell(s) or transfers
to another party; and/or if another prime tenant and/or sublessee assumes
control for any reason, 2 J's Properties, LLC's sublease will not be
affected in anyway unless caused by 2 J's Properties, LLC and any future
agreement or new lease between other parties would specifically provide
that the lease with 2J's Properties be honored under the same terms and
conditions as originally agreed upon in this Lease and Sublease
Agreement.
Executed this r Vd ay of C P , 7$ 1 2014.
South Shore Aviation Asso iates, LLC
By:
Name: rLti4M7N #1 ",#vL
Title: r- Fp
STATE OF
COUNTY OF 1 s oro L�
201j� The foregoing instrument was acknowledged before me this /� day of ,
y QA4-j%'-' A (I2K- , of South Shore Aviation Associates,
LLC, a Florida limited liability company.
: (check one)
V is personally known to me; or
has produced, as identification
Signature A notary public
KARL ERRiCKSM kc i ( err als ol�
W ooMMMM # EE1 t ed, printed or stamped name of notary public)
ExPMs AWW M =5 N tary Public, State of Ro r,''4
�.
y Commission Expires: 20
EXHIBIT A
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.. denotes existing oie,vatton
Elow9om based an N.G.V..
Coordincti System
Bench Mork No.: X -273
Man�mentaHoru
1929 Datum
Ehvation:
1�A ' set $Pike ar P.K. Nall. ae noted 3,407 *-trwyed)
• roue• ' tr iron PtPo. P-LS. No. 2749
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cone.. co ncre t e
Sec. Section
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4 Bastogne
COMWO 91oak
Rys. +. Range
N, S, Not to Seat,
B.S."' Concrete Book Stucco
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pp P.B,
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Ella.•. Fisetrtc
' - Runway fight
TOL Telephone
. Horis. control No+xansnt
C.S. .. catch Basin
Field Work performe,d on: 12/30/97 thry t /18/94
Monroe c ounty
Marathon Airport, Marathon, Florida
Sketch to Occornpany Legal
OOlcri tion o.n
NO
seats 1 "> =2pp� Rd. Flood 98- 4,57 -01
l3z -1 Pant N6'
Dots: �I'18 /aR ev__, Dwn. By: F.H.H.
FREDERICK H. HILDEBRANDT
'ENOMEM PLANNER SURWMR
3130 Northsbe Drive
Suite t01
K Wesr, h. 33040
� ) 24 3 -04se
a m (Jos) 293 -0237
a
LEGAL DESCRIPTION (LEASE AREA):
A portion of land located of Marathon Airport, and being o part of Section 1. Township 66
South, Range 32 East, Key Voca. Monroe County, Florida and being more part.cuiarly
described as follows:
COMMENCING at a N.O.S. Horizontal control monument stamped MTHC 1989, and whose Aondc
State Plane Coordinates ore N 142029.09 and E 638059.76 (1983190); thence N 67'29'51" i
for 2473.09 feet to the Point of Beginning ( N 142975.60. E 640344 55 ); thence N
67'22'34" E along the edge of an asphalt surface for 1347.96 feet ( N 143494.14, E
641588.79 ); thence S 22'39'52" E and olong the edge of or, asphalt surface for 252.91 1
feet to a chain link fence ( N 143260.76. E 641685 24); thence S 67'23'40" w and along
the said chain link fence for 1348.46 feet ( N 142742.43, E 640441.38 ); thence N
22'33'05" W and along an edge of a asphalt surface for 252.48 feet to the Point of
Beginning.
Containing 340,679.56 Square Feet or 7.82 Acres, more or less.
C ERTIFICATION:
1 HEREBY CERTIFY that the Ottoched Sketch to occomppaanpyy LeQoI ,I�eecription
is true and correct to the be" of myy knowledge and beljf; tKat 1 meats the minimum
technical standards adopted the Florido Board of Land Surveyors, Chapter 61G17-6. Land Title Association, and that
Florid St to ction 472 7, and the American
the or n ible ener hments unless shown hereon.
DE ICK H. HIL DT
Professlonal Land Su or No. 2749
�rofesalonal Engineer No. 38810
state of Florida
NOT VALID UNLESS EM80SSED WITH RAISED SEAL do S(GNATJRE Sheet 2 of 2
Monroe County
Marathon Airport, Marathon, Florida
Sketoh to accompan Legal D" No.: FREDERICK H. HILDEBRANDT
Deer! tion 98- 437 -01 MNEER PLANNER SURVEYOR
scetas 1 e*r200' Rot, flood pond No.
132 -1
Dote: 1 /28�98 flsed Ion.: Hood Etev, '3150 NorlAsfde Drive
Suite 101
RMSIONS AND/OR AOOMONS (( Kq 09 west, R. 33040
e• Hanger 160060A Fox �(3o 3-4)46 -0737
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EXHIBIT E
PREPARED BY AND RETURN TO:
William C. Brazil
Brazil, Adlong and Mickel
1315 Main Street
Conway, AR 72032
MEMORANDUM OF SUBLEASE
THIS MEMORANDUM OF SUBLEASE, dated as of 2014,
between MARATHON AVIATION ASSOCIATES, LLC, 9850 Overseas Highway, Marathon,
FL 33050 ( "Sublandlord ") and 2 J'S PROPERTIES, LLC, 719 Harkrider Street, 2 nd Floor,
Conway, AR 72032 ( "Subtenant ").
WITNESSETH
Sublandlord and Subtenant have entered into a lease and sublease agreement
( "Sublease ") with respect to part of the airport real property commonly known as the Florida
Keys Marathon Airport, Marathon, Monroe County, Florida upon which Sublandlord shall
renovate and modify an existing aircraft hangar. The Sublease follows a lease agreement entitled
Marathon Fixed Base Operator (FBO) Agreement effective April 6, 1998 between Prime
Landlord, Monroe County, Florida, and South Shore Aviation Associates, LLC, as amended by a
Consent to Assignment dated January 16, 2014 (collectively "Prime Lease ") covering the airport
property located in Marathon, Monroe County, Florida described in attached Exhibit A
(collectively "Property "). A portion of the Property, defined below as the Subleased Premises,
was subleased by South Shore Aviation Associates, LLC to Sublandlord ( "Sublease ") and then
sub - subleased by Sublandlord to Subtenant ( "Sub- Sublease "). The following terms are
applicable to the Sublease:
Subleased Premises
The Hangar (as defined in the Sublease) and the land upon which the
Hangar has been erected as described on the second page of attached
Exhibit A and depicted in attached Exhibit Al.
2. Name and Address of Prime Landlord and South Shore Aviation
Associates, LLC
MONROE COUNTY
1100 Simonton Street
Key West, FL 33040
SOUTH SHORE AVIATION ASSOCIATES, LLC
5321 Memorial Highway
Tampa, FL 33634
3. Name and Address of Sublandlord
MARATHON AVIATION ASSOCIATES, LLC
9850 Overseas Highway
Marathon, FL 33050
4. Name and Address of Subtenant
2 J'S PROPERTIES, LLC
719 Harkrider Street
2 Floor
Conway, AR 72032
5. Date of Sub - Sublease /VQ✓e���C,� /d , 2014.
6. Term:
This initial term of the Sub - Sublease shall expire on April 5, 2031, and
shall commence pursuant to the terms of the Sub - Sublease.
7. Counterparts
This Memorandum of Sublease may be signed in counterparts, and by
facsimile or e-mail signatures, which originals, facsimile and/or e-mail
counterparts shall be deemed originals for all purposes, and which
together shall be deemed one agreement.
8. Recordiniz
This Memorandum of Sublease shall be recorded in the real property
records of Monroe County, Florida.
9. Indexing
This Memorandum of Sublease shall be indexed against both the Prime
Landlord, South Shore Aviation Associates, LLC and the Sublandlord.
-2-
IN WITNESS WHEREOF, the parties hereto have duly executed this
Memorandum of Sublease as of the day and year first above written.
1C
I
2 J's Properties, LLC
By:
Nam
Title\�t�tt,�a
-3-
STATE OF " - 7 (; Y1 Cto-
COUNTY OF Monr - CC_.,
The foregoing instrument was acknowledged before me this Ib 4 1 da y of
20 j_"5_ by i IIi I >rn i rta, P of Marathon Aviation Associates,
LLC, a Florida limited liability company.
Wh
f - is one)
f - is personally known to me; or
has produced, as identification
=80Y P"" Notary Public State of Florida
JoAnn N Wagner
- My Commission EE111152
Expires 97/2512015
STATE OF A- Ca,,
COUNTY OF ►Lne r
� 1
S' re of not Ay public
oAnn M, to ne e
(Typed, printed or stamped name of notary public)
Notary Public, State of f t D rid-a-
My Commission Expires:
The foregoing instrument was acknowledged before me this I tP day of ' Fl r L,/,a-.r 201 by - hr--\ n�� j ,Snr\ , N-afy -e of 2 J's Properties, LLC, a Florida
limited liability company.
Who: (check one)
- . - is personally known to me; or
has produced, as identification
F o HOLLY McKENNA
otary Public - Arkansas
Faulkner County
mmission #123939
ommission Exp. 05 -22 -2023
Sig e of public
(Typed, printed or stamped name of notary public)
Notary Public, State of �}(I�GC7lS�c
My Commission Expires:
PLEASE RECORD AND RETURN TO:
William C. Brazil
Brazil, Adlong and Mickel
1315 Main Street
Conway, AR 72032
Q
EXHIBIT A
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4' NliO a3 (10) State Plana Coordinate Syr4sm
r ealfBn9 98 eiwation
Eiovotions band an N.C.V.O 19$9 Ootum
f Mork No,: K -273 bov
le -lion:
htonurrntotlortt
A "eat SPale Or P.x. Nap, oa noted 3.907 (d"tfoyed)
/ 1 2 / ' 2r
+ found y p � -LS. No. 2749
AbbrovlaVo
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R• 0f/iotol Record.
Sac. - TO ooh C 8. - Coma Block
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9ge. - Not to seal. Gov . - Covered
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t7evotlo d - Electrical Pup Boa
Bench Marie
P.B. Plot OE' Electrical Mon Mole
Book
M pp ppPeegqt .
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Tel. - Telephone & - Hoch. oontroi Uou+u ,
C.8. - Catch Bo.in
Field hark Performad on: 12/30/97 thru 1 /la /96
Monroe County
Marathon Alrport, Marathon,
Sheet 1 0l
Florida
Sketch to accompany Legal
Descri tlan
D - No.: FREDERICK H.
Seale: 1 0 3.200 , Ref. F an
Flood Pel No.
HILDEHRANDT
98-4,37-01 EM("MR PL SURVEI'OR
Isz -1
Dols. 1 /28/98 Flood Zone:
Dsm. • F.H.N.
Mond Elev. 3130 N- thstda pnve
Ng AND OR AOORtONS
s a 90: N or location
Suite 101
wool, f1. 33040
S xay
I aa. { 03) 2
U
t .
LEGAL DESCRIPTION (LEASE AREA);
A portion of land located at 4lorathon Airport, and being o part of Section 1, Township 66
South, Range 32 East, Key Voco, Monroe County, Florida and being more part,cu arty
described as follows;
COMMENCING at a N.O.S. Horizontol control monument stamped MTHC 1989. and whose Flonde
State Plane Coordinates ore N 142029.09 and E 638059.76 (1983/90); thence N 67'29'51" L
for 2473.09 feet to the Point of Beginning ( N 142975.60. E 640344 55 ); thence N ! I
67'2234" E along the edge of on asphalt surface for 1347.96 feet ( N 143494.14, E
641588.79 ); thence S 22'39'52' E and olong the edge of on asphalt surface for 252.91 1
feet to a chain link fence ( N 143260.76, E 64168624); thence S 67'23'40" w and along
the said chain link fence for 1348.46 feet ( N 142742.43, E 640441.38 ); thence N
22'33'05" W and along an edge of a asphalt surface for 252.48 feet to the Point of
Beginning.
Containing 340,679.56 Square Feet or 7.82 Acres, more or less.
C ERTIFICATION:
I HEREBY CERTIFY that the attached Sketch to occompp Leq ,QeacripGon
is true and correct to the boo of my knowledge and bel£rf; tfsat T meats the minimum
technical standards adopted the Flarido Board of Land Surveyors, Chapter 51017-6.
Florid St ute ction 472 7, and the American Land Title Association, and that
ther or n ibis encr hments unless shown hereon.
DE ICK H. HILD ' DT
Professional land Su or No. 2749
Professional Engineer No. 36810
State of Florida
NOT VALID UNLESS EMBOSSED WITH RAISED SEAL dt SIGNATURE Sheet 2 of 2
Monroe County
Marathon Airport, Marathon, Florida
Sketch to accompany Legal own Nc.: FREDERICK H. HILDEBRANDT
Description 98- 437 -01 EMNEER KANNER SURMIDR
Seeles I "VA200� Ret. Flood panel No.
132..1 Own. P.N.M.
Dotat 1 flood Vev. 3150 NcAnstde ON..
Suite 101
REVISIONS AND/OR ADDITIONS Key West, Fl. 33o4o
4a: Hon er location 1305) 243 -04os
ox. (305) 293 -0237
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