Item C44
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: August 15,2007
Division: Airports
Bulk Item: Yes X
No
Department: Florida Kevs Marathon Airport
Staff Contact Person: James R, "Reggie" Paros/289-6002
AGENDA ITEM WORDING:
Approval of Lease Agreement between Monroe County and Hangers On, Inc" Tenants, for hangar
space at the Florida Keys Marathon Airport
ITEM BACKGROUND: The tenants have requested a longer lease term in exchange for the tenants
assuming the maintenance and insurance responsibilities for the leased property, The previous Lease
Agreement for this hangar space was for a period of 15 years, beginning December 18, 2002, with an
option to renew for an additional ten year term; however, if so extended, the rental payments would be
readjusted according to the most recent County rates and charges study,
The attached Lease Agreement changes the term of the lease, for an initial term of 22 years, with the
option to extend the lease for an additional 10 year term at fair market value, established after an
appraisal of the premises, and requires the tenants to assume maintenance and insurance
responsi bili ti es,
PREVIOUS RELEVANT BOCC ACTION:
On December 18, 2002, the Board approved the Hangar Lease Agreement between Monroe County
and Hangers On, Inc" for four shade hangars located on the northeast side of the Marathon Airport
property, contingent upon current litigation being withdrawn,
CONTRACT/AGREEMENT CHANGES: The term of the agreement has been extended in
exchange for the tenants to assume maintenance and insurance responsibilities for the leased property,
The initial term is for 22 years, with an option to extend the lease for an additional 10 year term at fair
market value, established after an appraisal of the premises,
STAFF RECOMMENDATIONS: Approval
TOTAL COST:
N/A
BUDGETED: Yes
No
COST TO COUNTY:
SOURCE OF FUNDS:
REVENUE PRODUCING: Yes X No
AMT MONTH $539.48 Year $6.473,76
APPROVED BY: County Atty YES OMBIPurchasing YES Risk Management YES
DOCUMENTA TION:
Included X
Not Required_
DISPOSITION:
AGENDA ITEM #
Revised 8/06
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Hangars On, Inc. Contract # -
Effective Date: Upon Execution, 2007
Expiration Date: 2029 w/ option to renew
Contract Purpose/Description:
Agreement provides for Hangers On, Inc. to assume maintenance and insurance
resDonsibilities in exchang:e for enterino into a new lease with a longer term. The new
agreement term is 22 years with an option to extend agreement for an additional ten year term at
fair market value.
Contract Manager: James R. Paras 6060 Marathon Airport/Stop 15
(Name) (Ext. ) (Department/Stop #)
for BOCC meeting on Aug. 15,2007 Agenda Deadline: July 31,2007
CONTRACT COSTS
NoD
6,473,76 yr
Revenue
Account Codes:
Current Year Portion: $ 1,078,96
Revenue
Total Dollar Value of Contract: $
Budgeted? YesD
Grant: $
County Match: $
ADDITIONAL COSTS
Estimated Ongoing Costs: $_/yr For:
(Not included in dollar value above) (eg, maintenance, utilities, janitorial, salaries, etc,)
CONTRACT REVIEW
Division Director
Changes
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HANGAR LEASE AGREEMENT
Hangers On, Inc.
THIS LEASE AGREEMENT is made by and between Monroe County, a political
subdivision of the State of Florida, whose address is 9400 Overseas Highway, Marathon,
FL 33050, hereafter "COU1\ITY", and Hangers On, Inc., a Florida corporation, whose address is
2460 Coco Plum Drive, FL 33050, hereafter "Tenant" or "Lessee" this _~ day of
,2007.
WHEREAS, COUNTY owns an airport known as the Florida Keys Marathon Airport,
located in Marathon, Monroe County, Florida, and
WHEREAS, Hangers On, Inc. currently leases certain property at the Florida Keys
Marathon Airport, and
WHEREAS, Hangers On, Inc. current lease expires on June 17,2018, and
WHEREAS, Hangers On, Inc. is willing to assume maintenance and insurance
responsibilities for the leased property in exchange for entering in to a new lease with a longer term,
and
WHEREAS, Hangers On, Inc. desires to obtain certain rights, services and privileges in
connection with the use of the Airport facilities, and the COUNTY is willing to grant and lease the
same to Hangers On, Inc. upon the terms and conditions hereinafter stated, now, therefore,
IN CONSIDERATION of the premises and of the mutual covenants and agreements herein
contained, and other valuable considerations, COUNTY does hereby grant and lease unto Hangers
On, Inc" and Hangers On, Inc does hereby lease from the COUNTY, certain premises, facilities,
rights, and privileges in connection with and on the Airport, as follows, to wit:
WIT N E SSE T H:
1.
The parties mutually agree to cancel their December 18, 2002 Lease Agreement
,2007, with neither party having any further duty, obligation or
effective
liability to the other under the terms of that 2002 lease. A copy of the 2002 lease is attached to this
lease as Exhibit A.
2.
a)
The County hereby leases to the Lessee certain property III the northeast
comer of the Marathon Airport more particularly described in Exhibit b, which is attached
to, and made a part of, this lease, hereafter the Premises.
b) The Lessee agrees to accept the hangars in their as-is condition. Lessee shall
be responsible for paying the electrical and water service charges. The hangars at all times
during this lease are and remain the property of the County,
c) The County must provide the Lessee (and its sub lessees) access to the
premises and egress to the taxiway.
3. This lease will take effect on the date of the signature of the last party to sign this
lease. The term of the lease is 22 years. This lease, at the option of the Lessee, may be extended
for an additional ten year term. However, if so extended, the rental payments provided for in
paragraph 4, will be at fair market value, established after an appraisal of the premises and will
thereafter be subject to the CPT provided for in paragraph 4.
4.
a)
The initial rent for the Premises is $539.48 per month, plus the applicable
sales tax, payable in advance on or before the first business day of each month, The rent
will be adjusted annually beginning with the first anniversary of the commencement of the
lease term, and at every anniversary thereafter, by a percentage equal to the CPT percentage
for urban consumers for the calendar year immediately preceding the armiversary date.
b) Lessee may sublease any of the hangars without permission of the County.
However, the Lessee must furnish the County's Marathon Airport Manager a copy of the
sublease immediately upon its execution together with a description of the plane using the
hangar and persons authorized to use such plane.
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c) Lessee's sublease of any of its hangars does not in any way operate to waive
or release the Lessee from any of its duties and obligations under this lease and Lessee shall
remain fully bound by the terms of this lease as if no sublease existed.
d) Lessee is responsible for all sales or use taxes that may be due for rent paid
pursuant to this lease and any sub lessees.
e) After the first anniversary of this Lease, when a potential purchaser offers to
purchase some or all of the shares of Lessee's stock, then the Lessee must so notify County,
which will have 30 days from receipt of written notification to exercise a right of first
refusal to acquire those shares at the same purchase price as that offered by the potential
purchaser. Upon its exercise of the right of first refusal, the County will receive, in lieu of
the purchased stock certificate, the surrender of one hangar for each 25% of Lessee's stock
that it purchases. After such surrender the County may lease such surrendered hangar(s) and
corresponding portion of the premises to third persons free and clear of any claims of
Lessee, and the rent for the remaining portion of the Premises shall be reduced pro rata.
Lessee may override County's exercise of its right of first refusal by paying to County one-
half of the purchase price.
5. The Lessee agrees not to cause or permit any lien, mortgage or other encumbrance to
be placed on the premises hangars included. If such occurs, the Lessee must immediately
undertake, at its expense, whatever actions needed to remove and cancel the lien, mortgage or other
encumbrance.
6. The Lessee is responsible for all maintenance and insurance of the hangars, and shall
surrender the hangar, at the conclusion of the Lease, in good condition. Lessee shall at all times
during the term of this lease maintain insurance on the leased premises. If during the term of this
lease one or more of the hangars is damaged or destroyed, then the Lessee must promptly, and at no
cost to the CUUNTY, repair or reconstruct the hangar(s). The repair or reconstruction must be
3
made with the same quality materials and in the same dimensions as the damaged or destroyed
hangar(s), The Lessee shall be responsible for paying for and obtaining all necessary permits for the
repairs or reconstruction. The County, without acting on behalf of the Lessee and without assuming
any responsibility as an agent of the lessee, shall assist the Lessee with the permitting procedures if
requested to do so by the Lessee,
a. LESSEE shall obtain or possess the following insurance coverage's and will
provide Certificates of Insurance to LESSOR to verify such coverage:
Aircraft Liability to include Hangar-Keepers Liability with limits not less than
$1,000,000 (One Million) per occurrence
All Risk Property Insurance to include perils of wind and flood for full replacement
value of building/structure.
Airport Liability with limits not less than$l ,000,000 (One Million) per occurrence
b. The Monroe County Board of County Commissioners will be included as
"Additional Insured" on all policies issued to satisfy the above requirements. All forms of insurance
required above shall be from insurers acceptable to the County,
c. All insurance policies must specify that they are not subject to cancellation,
non-renewal, material change, or reduction in coverage unless a minimum of thirty days prior
notification is given to the Lessor by the insurer.
d. LESSEE shall maintain the required insurance throughout the entire term of
this lease and any extensions which may be entered into. The COUNTY, at its sole option, has the
right to request a certified copy of any and all insurance policies required by this lease. Failure to
comply with this provision shall be considered a default and the COUNTY may terminate the lease
in accordance with Paragraph 15. Any deviations from these General Insurance Requirements must
be requested in writing on the County prepared form entitled "Request for Waiver of Insurance
l{cquiremcnts" and be approved by 1\10nroc Coumy Risk Management.
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LI~S:-;U", al hi" discrctiull, m~IY ehuuse lu \,-'Ii'-ill',me, I r the Il,SSl' j. choo::;~\
lu sel r-i 11 SLl 1',-'. 1.1 ~S SlY shall pru \ j,le :1 bondkl\ l he full rql I c1C,-' 111 l'nl \ J luL' cd' t lJl' "lruel me on the
premi"L's, Ihe bond "hall be in (I1L' fUfm ot' d pcdorm<1l1cc bond gLwr:lI1k'L'i ny. thclt L1'~S 1'\ wi 1 I
r,-'sl i )rc the pn.:miscs to 1 hL~ir pre-loss SUL: in the C\<:pt of d 11: t()rtu i!( l LIS Ius". J lw n:placL'lllcut va lllC
shaJI hi: lklennincd by an dppnusal l:onchlckLi hy :lll appraiser that i:; mlltuall) ~lc":L'plahk 10 the
Imrl i~s, 1.1:'..;<-; l:'l~ may not ~e II:" i Ilsure untiJ the :l!Jprai sal 11<1::; b\..'L'11 COIll pk~l(,( I. U':S~l' j', shall WIt hL'
pi.'nnilkd [0 self-insure lmtil Cot :r'\"I'Y has reviewed and approved oClhe hunJ co\cr:lgc in \\-riting,
I. J "S Sl-Y Sb~lll not pcrmi t ill,:,uruncc covcr:lgc II \ 1~lpSl' :\lld ;;h,d J m:1iJltd in i nSUJ'ctllce co\~rag,-' as
l\:C]l1it\.'d by the kIllls ufthis leasl' dming an: pL'riuci when homl cuver:l!,.'C is not ,lprn)"cd and/or is
nUl pt'G\ idcd 11)1' the full l'<.'pla-:L'm('lll \'alll(:', LFSSI'I' shall oht,lin illSlll":lI1CC CO",.T~lgC(S) 1'01' an)
,tr~':h oflidbility not cpvcrcc! by rh<..: IKHlll.
7. Without regard to the effective date of the term of this lease, the Lessee may not
occupy the premises until it has obtained the Insurance required by this agreement and produced
adequate proof of such Insurance to the County's Director of Risk Management. Should the Lessee
require hangar tenants at the Marathon Airport to increase the minimum required amount of
insurance, such additional insurance requirement will be passed on the Lessee, Hangers On, Inc.
However, any such increase must be in the same proportion as required of the other hangar tenants
of the Marathon Airport at that time.
8, Notwithstanding any minimum insurance requirements prescribed elsewhere in this
agreement, LESSEE shall defend, indemnify and hold the COUNTY and the COUNTY's elected
and appointed officers and employees harmless from and against (i) any claims, actions or causes of
action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings
relating to any type of injury (including death), loss, damage, fine, penalty or business interruption,
and (iii) any costs or expenses (including, without limitation, costs of remediation and costs of
additional security measures that the Federal Aviation Administration, the Transportation Security
5
Administration or any other governmental agency requires by reason of, or in connection with a
violation of any federal law or regulation, attorney's fees and costs, court costs, fines and penalties)
that may be asserted against, initiated with respect to, or sustained by, any indemnified party by
reason of, or in connection with, (A) any activity of LESSEE or any of its employees, agents,
contractors or other invitees during the term of this lease, (B) the negligence or willful misconduct
of LESSEE or any of its employees, agents, contractors or other invitees, or (C) LESSEE's default
in respect of any of the obligations that it undertakes under the terms of this lease, except to the
extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the
intentional or sole negligent acts or omissions of the COUNTY or any of its employees, agents,
contractors or invitees (other than LESSEE). Insofar as the claims, actions, causes of action,
litigation, proceedings, costs or expenses relate to events or circumstances that occur during the
term of this lease, this Section will survive the expiration of the term of this lease or any earlier
termination of this lease.
9. No modification(s) to the hangar facilities may be made until the modification(s) are
approved by the County's Florida Keys Marathon Airport Manager.
10. The hangar facilities may only be used for the following:
a) the housing of airplanes not used in commercial service;
b) the providing of care, repair and maintenance of only those airplanes housed
long-term at the hangar facilities;
c) the temporary parking of automobiles.
No other use of the hangar facilities may be undertaken by the Lessee without the prior
written approval of the County. Without limiting the foregoing, the Premises may not be used in
competition with any service offered for a fee by a Marathon Airport FBO, other than the rental of
hangar space.
11, No improper, unlawful or offensive use may be made of the premises and hangars.
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12. The Lessee agrees that the terms of this lease are subject to the FAA regulations
attached as Exhibit c and made a part of this lease. Lessee agrees not to commit any act or omission
that would constitute a violation of those FAA regulations.
13. Notwithstanding anything herein contained that may be, or appear to be, to the
contrary, it is expressly understood and agreed that the rights granted under this agreement are
nonexclusive and the County reserves the right to grant similar privileges to another lessee or other
lessees on other parts of the Marathon Airport.
14. At the expiration of the term of the lease, the Lessee will quietly and peaceably
deliver up possession of the leased premises to the County.
15. This lease may be canceled at the discretion of the County III the following
circumstances:
a) Lessee fails to timely pay the rent;
b) Lessee fails to obtain the insurance required under this lease or allows the
required insurance coverage to lapse or fall below the minimum required;
c) Lessee otherwise breaches the terms of this lease, or
d) Cancellation is required to accommodate future Airport growth, or
e) Cancellation is required due to F.A.A. requirements.
In the case of the default/breach occurrences described in subparagraphs 15(a), (b), or (c),
the County's Florida Keys Marathon Airport Manager shall first give the Lessee a written
notification stating the defaultlbreach. The Lessee shall be notified that he has 10 days to correct the
default/breach. If the nature of the default/breach is such that it cannot be cured in 10 days, the
Lessee shall inform the County in writing of the reason why the defaultlbreach cannot be cured in
10 days and shall provide a written plan showing how the defaultlbreach will be cured in a timely
manner. If the Lessee has not corrected the default/breach at the end of the 10 days or if the Lessee
has provided a cure plan, which the Lessee has failed to timely and diligently execute, then the
7
County may cancel the lease in its discretion. In the case of cancellation occurring as described in
subparagraphs 15(d) and (e), COUNTY shall provide Lessee 90 days notice. In the event of
cancellation occurring as described in subparagraphs 15( d) and ( e) the County, at County expense,
shall relocate the Lessee's hangar to an alternate site in accordance with Florida Keys Marathon
Airport ALP. If an alternate site at the airport is not available, the County will purchase the Lessee's
lease hold at fair market appraisal value.
16. The Lessee, on keeping the covenants and obligations contained in this lease has the
quiet and peaceful enjoyment of the premises and hangars during the term of this lease without any
interruptions by the County or by any person(s) claiming through or under the County.
17. All written communication between the parties, including the payment of rent, shall
be addressed to:
County
Airport Business Office
3491 S. Roosevelt Blvd.
Key West, FL 33040
Lessee
Hangers On, Inc.
Attn: Daniel Zieg
2460 Coco Plum Drive
Marathon, FL 33050
Either party may change their representative contacts with a written notice of such change.
18. Venue for any litigation arising under this lease must be in a court of competent
jurisdiction in Monroe County unless an applicable federal law or regulation provides otherwise. In
the event oflitigation the prevailing party is entitled to a reasonable market value attorney's fee.
19. This lease is between the County and the Lessee only. Nothing in this lease may
create a contractual relationship with, or any rights in favor of, any third party.
20. This lease has been carefully reviewed by both the Lessee and the Lessor.
Therefore, this lease is not to be construed against any party on the basis of authorship.
21. This lease represents the parties' final and mutual understanding. It replaces any
earlier agreements or understandings, whether written or oral. This lease cannot be modified or
replaced except by another signed lease or lease amendment.
8
22. Nothing in this lease should be read as modifying the applicable statute of
limitations. The waiver of the breach of any obligation of this lease does not waive another breach
of that or any other obligation.
23. The COUNTY and its authorized officers, employees, agents, contractors,
subcontractors and other representatives shall have the right to enter upon the leased premises for
the following purposes:
a) to inspect the leased premises at reasonable intervals during regular business
hours (or at any time in case of emergency) to determine whether LESSEE has
complied and is complying with the terms and conditions of this agreement with
respect thereto;
b) to perform essential maintenance, repair, relocation, or removal of the
facility(if owned by the County), structure(if owned by the County), existing
perimeter security fence, underground and overhead wires, pipes, drains, cables and
conduits now located on or across the leased premises, 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 LESSEE and, provided further,
that the entire cost of such work, as a result of the exercise by the LESSEE of its
rights hereunder shall be borne by the LESSEE.
24. LESSEE and COUNTY agree that each shall be, and is, empowered to apply for,
seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all
applications, requests, grant proposals, and funding solicitations shall be approved by each party
prior to submission.
25. LESSEE and COUNTY agree that all disputes and disagreements shall be attempted
to be resolved by meet and confer sessions between representatives of each of the parties. If no
9
resolution can be agreed upon within 30 days after the first meet and confer session, the issue or
issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or
issues are still not resolved to the satisfaction of the parties, then any party shall have the right to
seek such relief or remedy as may be provided by this Agreement or by Florida law. This paragraph
does not apply where a default has occurred under the provisions of this agreement.
26. In the event any administrative or legal proceeding is instituted against either party
relating to the formation, execution, performance, or breach of this Agreement, LESSEE and
COUNTY agree to participate, to the extent required by the other party, in all proceedings, hearings,
processes, meetings, and other activities related to the substance of this Agreement or provision of
the services under this Agreement. LESSOR and LESSEE specifically agree that no party to this
Agreement shall be required to enter into any arbitration proceedings related to this Agreement. A
party who requests the other party's participation in accordance with the terms of this paragraph
shall pay all reasonable expenses by the other party by reason of such participation.
27. LESSEE and COUNTY covenant that neither presently has any interest, and shall
not acquire any interest, which would conflict in any manner or degree with its performance under
this Agreement, and that the only interest of each is to perform and receive benefits as recited in this
Agreement.
28. COUNTY agrees that officers and employees of the COUNTY recognize and will be
required to comply with the standards of conduct for public officers and employees as delineated in
Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts;
doing business with one's agency; unauthorized compensation; misuse of public position,
conflicting employment or contractual relationship; and disclosure or use of certain information.
29. The LESSEE and COUNTY warrant that, in respect to itself, it has neither employed
nor retained any company or person, other than a bona fide employee working solely for it, to solicit
or secure this Agreement and that it has not paid or agreed to pay any person, company,
10
corporation, individual, or firm, other than a bona fide employee working solely for it, any fee,
commission, percentage, gift, or other consideration contingent upon or resulting from the award or
making of this Agreement. For the breach or violation of the provision, the LESSEE agrees that the
COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to
offset from monies owed, or otherwise recover, the full amount of such fee, commISSIOn,
percentage, gift, or consideration.
30. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of
the COUNTY and the LESSEE in this Agreement and the acquisition of any commercial liability
insurance coverage, self-insurance coverage, or local government liability insurance pool coverage
shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract
entered into by the COUNTY be required to contain any provision for waiver.
31. Non-Delegation of Constitutional or Statutory Duties. This Agreement is not
intended to, nor shall it be construed as, relieving any participating entity from any obligation or
responsibility imposed upon the entity by law except to the extent of actual and timely performance
thereof by any participating entity, in which case the performance may be offered in satisfaction of
the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed
as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the
extent permitted by the Florida constitution, state statute, and case law.
32. No person or entity shall be entitled to rely upon the terms, or any of them, of this
Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any
service or program contemplated hereunder, and the COUNTY and the LESSEE agree that neither
the COUNTY nor the LESSEE or any agent, officer, or employee of either shall have the authority
to inform, counsel, or otherwise indicate that any particular individual or group of individuals,
entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to,
or superior to the community in general or for the purposes contemplated in this Agreement.
11
33. No covenant or agreement contained herein shall be deemed to be a covenant or
agreement of any member, officer, agent or employee of Monroe County in his or her individual
capacity, and no member, officer, agent or employee of Monroe County shall be liable personally
on this Agreement or be subject to any personal liability or accountability by reason of the
execution of this Agreement
34. This Agreement may be executed in any number of counterparts, each of which shall
be regarded as an original, all of which taken together shall constitute one and the same instrument
and any of the parties hereto may execute this Agreement by signing any such counterpart.
35. a) The LESSEE for themselves, their personal representatives, successors in interest,
and assigns, as a part of the consideration hereof, do hereby covenant and agree that
1). 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 said facilities;
2). That in the construction of any improvements on, over or under such land
and the furnishing of 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;
3). That the LESSEE shall use the premises 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, Non-discrimination 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.
b). That in the event of breach of any of the above non-discrimination covenants,
the COUNTY shall have the right to terminate the lease and to re-enter and as if said
12
lease had never been made or issued. The provision shall not be effective until the
procedures of Title 49, Code of Federal Regulations, Part 21 are followed and
completed including exercise or expiration of appeal rights.
c). It shall be a condition of this lease that the COUNTY reserves unto itself, its
successors and assigns, for the use and benefit of the public, a right of flight for the
passage of aircraft in the airspace above the surface of the real property herein
described, 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.
d). That the LESSEES expressly agree for themselves, their successors and
assigns, to restrict the height of structures, objects of natural growth and other
obstructions on the herein described real property to such a height so as to comply
with Federal Aviation Regulations, Part 77.
e). That the LESSEE expressly agree for themselves, their successors and
assigns, to prevent any use of the herein described real property which would
interfere with or adversely affect the operation or maintenance of the airport, or
otherwise constitute an airport hazard.
f), This lease and all provisions hereof are subject and subordinate to the terms
and conditions of the instruments and documents under which the COUNTY
acquired the subject property from the United States of America and shall be given
only such effect as will not conflict or be inconsistent with the terms and conditions
contained in the lease of said lands from the COUNTY, and any existing or
subsequent amendments thereto, and are subject to any ordinances, rules or
13
regulations which have been, or may hereafter be adopted by the COUNTY
pertaining to the Florida Keys Marathon Airport.
g). Notwithstanding anything herein contained that may be, or appear to be, to
the contrary, it is expressly understood and agreed that the rights granted under this
agreement are non-exclusive and the COUNTY herein reserves the right to grant
similar privileges to another tenant or other tenants on other parts of the Airport.
36. This lease takes effect on the date of the signature of the last party to sign.
IN WITNESS WHEREOF each party hereto has caused this agreement to be executed in
duplicate by its duly authorized representative.
(SEAL)
A TrEST: DANNY L. KOLHAGE, CLERK
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By
By
Deputy Clerk
Mayor/Chairperson
Date
(CORPORA TE SEAL)
ATTEST:
HANGERS ON, INC.
By
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EXHIBIT A
HANGAR LEASE AGREEMENT
Hangars On, Inc.
THIS LEASE AGREEfvlENT is made by and between Monroe County, a political
subdivision of the State of Florida, whose address is. 490 63rd Street, Marathon,
FL 33050, hereafter County, and Hangars On, Inc., a Florida corporation, whose address is
PO Box 500802, Marathon, FL 33050, hereafter Tenant or Lessee,
WITNESSETH:
1. The parties mutually agree to cancel their Lease Agreement effective June
18, 1997, with neither p"rty having any further duty, obligation or liability to the other
under the terms of that 1997 lease. A copy of the 1997 lease is attached to this lease as
Exhibit A. The Lessee further agrees to dismiss with prejudice a lawsuit captioned
Hangars On, Inc. v, Board of County Commissioners, Monroe County, Florida, Case No.
CA-K-01-1135, A copy of the complaint in Hanqars On, Inc. v. Board of County
Commissioners, Monroe County, Florida, is attached to this lease as Exhibit B. In
consideration of the Lessee's consent to the cancellation of the 1997 lease and the
dismissal with prejudice of Hangars On, Inc. v, Board of County Commissioners, Monroe
County, Florida, the County shall, within 15 days of the Lessee's filing with the Circuit
Court a dismissal with prejudice of Hanqars On, Inc. v. Board of County Commissioners,
rvlonroe County, Florida, make a one time payment to Lessee of $134,000.
2. a) The County hereby leases to the Lessee certain property in the
northeast corner of the Marathon Airport more particularly described in Exhibit C,
which is attached to, and made a part of, this lease, hereafter the Premises.
b) The County, at its expense, and as promptly and expeditiously as
possible, shall relocate the four existing hangars, previously leased to the Lessee
pursuant to the 1997 lease, to the Premises. The Lessee agrees to accept the
hangars in their as-is condition. The four relocated hangars must be placed on a
concrete slab or slabs and the County must also, at its expense, install electrical
and water service to the Premises. The County will relocate to the Premises
Lessee's electric meter, and will provide a water spigot at the Premises. Additional
meters and outlets, together with applicable utility connection or impact fees for
such additional meters and outlets, are at the Lessee's expense. Lessee shall be
responsible for paying the electrical and water service charges. The hangars at all
times during this lease are and remain the property of the County,
c) The County must provide the Lessee (and its sublessees) access to
the premises and egress to the taxiway.
3, This lease will take effect on the date of the signature of the last party to
sign this lease. The term of the lease is 15 years; provided, however, the term will not
commence until the four hangars are relocated with the utility connections installed as
provided in paragraph two, This lease, at the option of the Lessee, may be extended for
an additional ten year term. However, if so extended, the rental payments provided for in
paragraph 4, will be readjusted according to the most recent County rates and charges
study then available and will thereafter be subject to the CPI provided for in paragraph 4,
4. a) The initial rent for the Premises is $500 per month, payable in
advance on or before the first business day of each month, The rent will be
adjusted annually beginning with the first anniversary of the commencement of the
lease term, and at every anniversary thereafter, by a percentage equal to the CPI
percentage for urban consumers for the calendar year immediately preceding the
anniversary date.
b) Lessee may sublease any of the hangars without permission of the
County, However, the Lessee must furnish the County's Marathon Airport Director
a copy of the sublease immediately upon its execution together with a description
of the plane using the hangar and persons authorized to use such plane. If the
sublessee's hangar rent is in excess of 125% of the rent paid by Lessee to the
County under this lease, then the Lessee shall pay to the County one-half of the
amount by which sublessee's rent exceeds 125% of the rent paid by Lessee for the
subleased hangar(s). For the purposes of this sub-paragraph, each hangar shall
be allocated 1/4 of the rent for the Premises. The County's share of such sublease
rental amounts is payable to County at the same time the Lessee's rent is due
pursuant to this paragraph.
c) Lessee's sublease of any of its hangars does not in any way operate to
waive or release the Lessee from any of its duties and obligations under this lease
and Lessee shall remain fully bound by the terms of this lease as if no sublease
existed.
d) Lessee is responsible for all sales or use taxes that may be due for
rent paid pursuant to this lease and any sublessees,
e) After tile first anniversary of this Lease, when a potential purchaser
offer~ LU ~ur dldse some or all of the shares of Lessee's stock, then the Lessee must
so notify County, which will have 30 days from receipt of written notification to
exercise a right of first refusal to acquire those shares at the same purchase price
2
as that offered by the potential purchaser. Upon its exercise of the right of first
refusal, the County will receive, in lieu of the purchased stock certificate, the
surrender of one hangar for each 25% of Lessee's stock that it purchases. After
such surrender the County may lease such surrendered hangar(s) and
corresponding portion of the premises to third persons free and clear of any claims
of Lessee, and the rent for the remaining portion of the Premises shall be reduced
pro rata. Lessee may override County's exercise of its right of first refusal by
paying to County one-half of the purchase price.
5. The Lessee agrees not to cause or permit any lien, mortgage or other
encumbrance to be placed on the premises hangars included. If such occurs, the Lessee
must immediately undertake, at its expense, whatever actions needed to remove and
cancel the lien, mortgage or other encumbrance.
6. The Lessee is responsible for normal and routine maintenance of the
hangars, and shall surrender the hangar, at the conclusion of the Lease, in good condition.
If during the term of this lease one or more of the hangars is damaged or destroyed by an
act of God, then the County must promptly, and at no cost to the Lessee, repair or
reconstruct the hangar(s). The repair or reconstruction must be made with the same
quality materials and in the same dimensions as the damaged or destroyed hangar(s).
7. Without regard to the effective date of the term of this lease, the Lessee
may not occupy the premises until it has obtained the Insurance required by Exhibit D and
produced adequate proof of such Insurance to the County's Director of Risk Management.
Exhibit D is attached to this lease and made a part of it. Should the Lessee require hangar
tenants at the Marathon Airport to increase the mi,limum required amount of insurance,
such additional insurance requirement will be passed on the Lessee, Hangars On, Inc.
However, any such increase must be in the same proportion as required of the other
hangar tenants of the Marathon Airport at that time.
8. The Lessee covenants and agrees to indemnify and hold harmless the
County, its officers, employees, and contractors, from any arld all claims for bodily injury
(including death), personal injury, and property damage (including property owned by the
3
County) and any other losses, damages and expenses (including attorney's fees) which
arise out of, in connection with, or by reason of services provided by the Lessee or any of
its contractors, occasioned by the negligence, errors or other wrongful act or omission of
the Lessee or its contractor(s), their employees or agents.
This obligation of
indemnification is not vitiated by the insurance obligations contained in paragraph 6 and
Exhibit D.
9. No modification(s) to the hangar facilities may be made until the
modification(s) are approved by the County's Marathon Airport Manager.
10. The hangar facilities may only be used for the following:
a) the housing of airplanes not used in commercial service;
b) the providing of care, repair and maintenance of only those airplanes
housed long-term at the hangar facilities;
c) the temporary parking of automobiles,
No other use of the hangar facilities may be undertaken by the Lessee without the
prior written approval of the County without limiting the foregoing, the Premises may not
be used in competition with any service offered for a fee by a Marathon Airport FBO, other
than the rental of hangar space;
11. l\Jo improper, unlawful or offensive use may be made of the premises and
hangars,
12. The Lessee agrees that the terms of this lease are subject to the FAA
regulations attached as Exhibit E and made a part of this lease. Lessee agrees not to
commit any act or omission that would constitute a violation of those FAA regulations.
13, Notwithstanding anything herein contained that may be, or appear to be, to
the contrary, it is expressly understood and agreed that the rights granted under this
agreement are nonexclusive and the County reserves the right to grant similar privileges
to another lessee or other lessees on other parts of the Marathon Airport.
t4. At the expiration of the term of the iease, the Lessee will quietly and
peaceably deliver up possession of the leased premises to the County.
4
15, This iease may be canceled at the discretion of the County in the following
circumstances:
a) Lessee fails to timely pay the rent;
b) Lessee fails to obtain the insurance required under this lease or
allows the required insurance coverage to lapse 01- fall below the minimum
required; or
c) Lessee otherwise breaches the terms of this lease.
In the case of the default/breach occurrences described in subparagraphs 15(a) and
(c), the County's Marathon Airport Director shall first give the Lessee a written notification
stating the default/breach and that the Lessee has 10 days to correct the default/breach.
If the Lessee has not corrected the default/breach at the end of the 10 days, then the
County may cancel the lease in its discretion.
16. The Lessee, on keeping the covenants and obligations contained in this lease
has the quiet and peaceful enjoyment of the premises and hangars during the term of this
lease without any interruptions by the County or by any person(s) claiming through or
under the County.
17. All written communication between the parties, including the payment of
rent, shall be addressed to:
County
Reggie Paras
490 63rd Street
Marathon, FL 33050
Lessee
Hangars On, Ine.
PO Box 500802
Marathon, FL 33050
Either party may change their representative contacts with a written notice of such
change.
18. Venue for any litigation arising under this lease must be in a court of
competent jurisdiction in Monroe County unless an applicable federal law or regulation
provides otherwise. In the event of litigation the prevailing party is entitled to a
reasonable market value attorney's fee.
5
19, T~is lease is between the County and the Lessee only, Nothing in this lease
may create a contractual relationship with, or any rights in favor of, any third party,
20, This lease has been carefully reviewed by both the Lessee and the Lessor.
Therefore, this lease is not to be construed against any party on the basis of authorship.
21.
This lease represents the parties' final and mutual understanding.
It
replaces any earlier agreements or understandings, whether written or oral. This lease
cannot be modified or replaced except by another signed lease or lease amendment.
22. Nothing in this lease should be read as modifying the applicable statute of
limitations. The waiver of the breach of any obligation of this lease does not waive
another breach of that or any other obligation.
23, This lease takes effect on the date of the signature of the last party to sign.
II\jWITNESS WHEREOF each party hereto has caused this agreement to be execute
I' J.
d\i1 -gij~liG.afepy its duly authorized representative.
(~>(i'::' ~,) ,- :,'
An~s'0/0~NNY L, KOLHAGE, CLERK
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By_
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
, )" >:/':,! ~ L J
,//'/ /li- /./ .! U~/&1./
By' /
Deputy Clerk
Mayor/Chairperson
Date
(CORPORATE SEAL)
ATTEST:
HANGARS ON, INC
By
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By
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Secretary
President
Date
JairHangarsOn2
APPROVED AS T
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