Item C05BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date-
9/17/2014
Division-
County Administrator
Bulk Iterm
Yes
Department,
Airports
Staff Contact PersomPhone #: Peter Horton, 809-5200
AGENDA ITEM WORDING: Approval of Collateral Assignment of Lease by Marathon Aviation Associates,
0
LLC, a Florida limited liability company, hereinafter ASSIGNOR and CENTENNIAL BANK, an Arkansas
corporation, hereinafter ASSIGNEE.
ITEM BACKGROUND: Marathon Aviation Associates is constructing a new hangar. The construction is
being financed by Centennial Bank. In order to obtain financing for the construction, Marathon Aviation
Associates was required to pledge the leasehold for the FBO, This is standard procedure when a leasehold tenant
finances capital improvements. The lease requires that Marathon Aviation Associates obtain County approval
for the assignment. However, the collateral assignment will only become effective if Marathon Aviation
Associates defaults or breaches its lease,
PREVIOUS RELEVANT BOCC ACTION: NA
CONTRACTIAGREEMENT CHANGES: NA
STAFF RECOMMENDATION: Approval.
TOTAL COST: NA INDIRECT COST: NA BUDGETED: Yes
DIFFERENTIAL OF LOCAL PREFERENCE: NA
COST TO COUNTY: None SOURCE OF FUNDS: NA
COST TO AIRPORT: None
COST TO PFC: None
REVENUE PRODUCING- NA A�
APPROVED BY: County Attorney
DOCUMENTATION: Included x
AMOUNT PER YEAR:
Risk Management ;'I.
DISPOSITION: AGENDA ITEM #
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.
1 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
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.
1 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.
Witn a #1
fitness #2
2
MARATHON AVIATION ASSOCIATES,
LLC,.,a Florida limited liability company
rya
L".
William G. Ehr orn,
MARATHON AVIATION ASSOCIATES,
LLCI Florida limited liability company
By:
William G. Ehrhorn, Manager
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instrument was acknowledged before me this 5 day of
August, 2014, by William G. Ehrhorn, Manager of Marathon Aviation Associates,
LLC, a Florida limited liability company who is personaltyknown to me or who
has produced as identification
NOTARY PUMIC-STATE OF FLORIDA
eeop Thomas D, Wright Notary Public, State of Florida
Commiss.i on # EE109052 My commission expires:
ExpDULY 06,2015
ires:
BDNDED THRU A"U.N19C BONDrVG C0,1Na
CENTENNIAL BANK, an Arkansas
corporation
By:
WiWss #1 S V/4
Witness #2
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing )/n t was acknowled ad before day of
,strumen ore 7 this
August, 2014, by /1. S4
CENTENNIAL XBA, an Arka as carper 9Lion, is pa-r-� who
has produced ez�Gl identification.
Notary Public, State of Florida
My commission expires:
CONSENT OF LESSOR
Monroe County, the lessor of the lease being assigned hereby consents to this
Collateral Assignment of Lease.
ATTEST: AMY HEAVLIN, CLERK
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
M
Mayor Sylvia Murphy
MONROE COUNTY ATTORNEY
APPROVED AS TO FORM
Pedro Mercado
Assistant County Attorney
E� �
Tho; Document Prepared Sy.
Thomas D. Wright, Esq.
Law Offices of Thomas D. Wright, Chartered
9711 Overseas Highway
Marathon, FL 33050
(305) 743-8118
GI
yr�
SUBLEASE AGREEMENT (this "Sublease) by and between GRANTAIR SERVICE,
INC., a Florida corporation ("Sublandlord!), and MARATHON AVIATION ASSOCIATES,
LLC, a Florida limited liability company CSublemant"). The "Digestive Date' of this Sublease
shall be the date when this Sublease is =cooled by the last party hereto,
I
. . .. . .... .......
2. SUBLEASE TERM AND COMMENcEMENT DATE,
(a) Tem. The initial tam of this Sublease (the "Initial Teres'l eW commence
on the Commencostent Date (as defined below), and shall temanate on April 9, 2028 (the
"Temduation Data'), causes otherwise extended by tire mutual adornment of Subleadlard and
Subtensat upon the expiration of the Initial Tem. Ila Sublease is subject to all of the Runs and
conditions ofthe Prime Lease, a copy of which So rat acknowledges having receive(L
fir) 9Sm_mqn—c—C—mEg_Di;G, The to "Commenewcown: Date" shall mean the date
of the Danger Closing (as defined below), so long as a Notice of Closing his defined below) is
given to Sublandlord on or before expMon of the PIV-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 Connect") with Grassy Strip, LLC
CGmssy Strip'). At a closing to take piece pursuant to tire Hangar contract (the ,Hangar
Closing"), Grassy Strip will (1) convey to Subtenant all of Grassy Strips right, title and interest
in and to the airreaft hangar constructed by Grassy Strip on the Premises (the "Hangto"), (!I)
terminate the Construction and Operation Agreement (the "Hangar Operation Ativesemat'l
between Grassy Strip and Sublandlord (Grantak), and (iii) terminate the Memorandum of
Occupancy and Use, which was executed pursuant to the Hangar Operation Agessment. Upon
completion of the Hangar Closing, Sub team shall send written notice to Sublandlord that the
Hangar Closing is completed (a 'Worice of Closing"). The Notice of Closing may be given at
any time during the period beginning on the Effective Date and expiring on the date which is
ninety (90) days aflor the Effleadve Daft (the "Bot-Co rnmenceenent Period"). If no Notice of
Closing is given on or before expiration of the Pro-Commenmuent Period, then this Sublome
shall automatically Wire, without any action by any patty hereto, upon expiration of said Pro -
Commencement Period. If a Notice of Closing is thrudy given, then the Mal Tenn shall begin
as of the date of the Hangar Closing (which 9W be the Commencement Date).
1 RENT. The mutual base rent for the Premises shall be an amount equal to the
annuaI rent payable by Sublandlord to Mature: County for the Premises under the terms of the
Prime Latest (the "Base Pent'), together with any sales tax imposed by the State of Florida, In
addition, Sub agrees to pay to Sublandlord any and all amounts or charges other than BMW
Rent (cg, fuel flowage fees, property taxes if applicable, etc.) for which Sublandlord is
obligated to make payments to Monaco County with respect to the ?racism under the term of
the Prim Lem (collectively, "Additional Darryl, together with any sales tax imposed by the
Stme of Florida. If and to the extent that debarment is late in making any payments of Base Rent
or Additional Rent to Sublandlard hemunft, then Subterrom WWI be liable for paying late fees
and other clumms to Sublandiord, in such amounts as are the same as any late fees or other
charges which Sublasullord is liable to plonme County under the terms of the Prime Lesse.
4. USE. Subtenant cloth be permitted to use the Premises for any and all uses that
we penuitted to be made of the Promises under the larms of the Prime Lease, and subject to any
limitations thereon as set forth in said Prim Lease (including any exhibits thereto and/or any
laws, miss, regulations and/or ordinances to which the Premises are subject).
5. ADDITIONAL OBLIGATIONS. Subtereart hereby undertakes to assume any
and all other obligations, in favor of Sublandlord, for which Sublandiord has an obligation in
favor of Monroe County (with respect to the Premises) under the terms of the Prime Lease.
Without limiting the genewpity of the foregoing, Subterrant hereby undertakes: (a) to keep the
Pre mises in pod order and condition, to the some extent that Sublandlord has obligated itself to
Monroe County under the to of the Prime Lease; (M to comply with an governments] laws,
rules, regulations, ordinances, decrees, etc, to the same extent that Sublandlord has obligated
itself to Monroe County under the to 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 box
agreed to secure and maintain the same under the to 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 Prenuses; (d) to pay all taxes and assessments, including any sales or use
taxes, imposed or levied by any governmental agency with respect to Sea is operations, to
the same extent fear Sublasellord has obligated itself to Manor: County under the torms of the
Prime Lease, and (a) to comply with any and all linfortiom conditions or restrictions as
Sublandlord may be subject to Monroe County under the terms of the Prime Lease.
.......... ......... IN . . . . . . . . . . . . . .1 . . . . . . . . . . . .
forth in the draft Subleaso Agreement attached as Annex 4 herew
B. Su shall store its property in and shall occupy the Premises at its
own risk and releases Sub landlord, to fail extent permitted by law, from all claims of every kind,
resulting In loss of Ufa, 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 Subtenam's equipment fixtures, and other personal property of Subrenam or to
Subtenard's business.
)L il= gf L)fflI& The following events shall be deemed to be events of
default by Subtanant under this Sublease: (I) Sob shall fail to pay any Base Rent,
Additional Rent or other sums payable by Subtacrust hereunder as and when such rents or other
sums become due and payable; (it) Subtanant shall firil 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 to of the Prime Lease, or (ifl) any other circumstance shall occur
with respect to Su (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. Ramaliba. At any time after the Occurrence of an Event of Default
Subl"ord shall have the right to exercise any and all remedies against Suldenant Cincluding
ter mination) which Monroe County may exercise against Sublandlord for the same Event of
Defisaft; and subject to any notice requirements set forth in the Prime Lease (i.e., if and to the
extent that Monroe County duall have the obligation to notify Sub lord of any Event of
De&Wt under the terms of the Prime Lem, then Sublandlord shall Ugandan have the same
obligation to notify Sub scumt of such Event of Default under the om= of this Sublease).
9® SUBORDINATION, This Sublease and the Subtsmant's interest hereunder shelf
be subject and subordinate to any mortgage, leamhold mortgage, deed of no% or any method of
finessaing or refirumcing now or hereafter placed against the Overaft Property endow the
Fremices and/or my and all of the buildings now or hereafter built; and to all renewals,
modifications, replacements, consolidations and extensions thereof
10. ATTORNMENT. Subteamet shall in the event of the sale or assignment of
Sublandlord's interest in the Prembere, or in the event of an y proceedings brought for the
foreclosure of, or in the event of exercise of the power of sale under any mortgage made by
SubhwAord covering the Promises, attorn to the purchasers or foreclosing mortgagee and
recognized such purchaser or foreclosing mortgagee as Sublandlord under this Sublease,
if. NO WARER. Failure of Sublandlord or doldrums to Insist upon the strict
perificamoce of any provision of this Sublease or to exercise any Option or any re as and
regulations herein contained WWI not be construed as a waiver for the future of any such
provision, rule or option. Ile receipt by Suffandlord of rent with knowledge of the breach of
any provision of this Sublown SW not be deemed a waiver of each breach; No provision of this
Sublem 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
pro -visions herein shall be binding upon and shall inure to the benefit of the parties, their legal
representative, successors and amigns.
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 agreements be Monroe County, Florida,
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
this day and year first above written.
ftL%lE1krd-. GRANTAIR SERVICE, INC.,
W, a Florida corporation
Print Name
-Sqbt4ujLnA
Ilk
P4t Nkame AkL��t:
April J!� 2010
MARATHON AVIATION ASSOCIATE% LLC,
a F11o' a lin"*edliabilia company
A
By:
Wifluan 0. Ehrhorn, Manager
Rated: April JL 2010
USlyt, DESCRIPTION (LEASE AREA),
,Jot Part Center-,
A Portion of lend located at Morathan Apport, and holut; 6 part at Section
1, Township 66
South. flarout -32 East, Key Vasa, Monroe County, Florida and behh; more particularly
described at yourass I
COMMENOWN *Of Q N-OS- haticsAwl cart monument changed WHO 19890 and space norlde,
State Plans coordinates are N 142029.09 and E 030052.76 peto/90); names S 14'49'33» C
for 2OXII fact to the Point of Gagiftrung C N 142009.67, 6: 6380114.90 ). thence N 6'rI9,19-
E along the adilb of an asphalt surface for 704.93 feet ( N 142281m, IS e35719.33 J.
thence S 22'5552* E for 238.58 root to a chain fifth firroci ( IT 142061-74L E 631SORL28h,
thence S 67'08'42' W and along the told chain link fence for 704.44 feet ( H 141788.14, E
6311159,14 b thence N 23*02'48' ill =and along an edge of a asphalt snorme for 240,74
fact to the Point of eegnmjpq.
Containing 188,872,27 Square Feat or 3.137 Acres, more ar'lets.
Area Of real Property as descilbed In Exhibit ALLAN having the dimen of 240 1 5,.
and abuding slons X 0
the west'side Of ft current leased area, Exhibit Ala Is atta Incorporated henen by reference. I Chad and
This 240'x 105'mal properlar may be used for the
site of a County approved newly cOrmtructed 11 8M (OPorchdrinately) square foot
corporate hangar, aircraft tiedowns, and is on activity only,
ANNEU
(The Pry °se gar property)
(Legal Description)
Area of real property as described in Exhibit the dimensions of 2 1 ,
iabutting d f current, a
Jn by reference,
herei it ed d and
site Of u approved7bsf 0 1 befor the
d1, 00 (ap ro mey)uate hangar, aircraftd wne, and tad ne tooIpo
. . . . . . ......
.......... ..
Now ..... a..
.. .. . . ......
i Of
41