11/12/1997 Agreement
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BRANCH OFFICE
3117 OVERSEAS mGHWAY
MARA mON, FLORIDA 33050
TEL. (305) 289-6027
FAX (305) 289-1745
CLERK OF THE CIRCUIT COURT
MONROE COUN1Y
500 WHITEHEAD STREET
KEY WEST, FLORIDA 33040
TEL. (305) 292-3550
FAX (305) 295-3660
BRANCH OFFICE
88820 OVERSEAS mGHW A Y
PLANTATION KEY, FLORIDA 33070
TEL. (305) 852-7145
FAX (305) 852-7146
MEMORANDUM
TO: James T. Hendrick
County Attorney
Attention: Jan Hotalin
FROM:
Ruth Ann Jantzen
Deputy Clerk
b:o) .
DATE:
January 28, 1998
At the November 12, 1997 County Commission Meeting, the Board granted
approval and authorized execution of a Lease Agreement between Monroe County
and Canalis Holding Corporation, for twenty years for a ten foot strip of
Second A venue, Mandalay Subdivision, Key Largo.
Enclosed please find two fully executed duplicate originals of the above
Lease Agreement; one for return to Canalis Holding Corp., and one for your files.
If you have any questions regarding the above, please do not hesitate to
contact this office.
Enclosure
cc: Finance
County Administrator, w/o document
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MONROE COUNTY
OF'F'ICIAL RECORDS
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THIS LEASE AGREEMENT, made and entered into this'.? t11day of Nb-~~~97~
between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORID&~in~er~
referred to as "LESSOR" and CANALIS HOLDING CORP., hereinafter referred to as "LESSif."~ -, C;::)
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LESSOR, for and in consideration of the mutual covenants and agreements' hereinafter
contained, does hereby lease to said LESSEE the lands described in paragraph 2 below and
subject to the following terms and conditions:
RCD Nov 06 2001
DANNY L KOLHAGE,
LEASE AGREEMENT ~
09:59AM
CLERK
FILE #1 265 1 89
BK#1736 PG#1.428
1. TERM The term of this lease shall be for a period of twenty (20) years commencing on
;" 7/'/ 11(7 and ending on /1 / ;;' ("'i / ;: t:')/ '7 , unless sooner terminated
purs6ant'to the provisions of this lease, .' I'
2. DESCRIPTION OF PREMISES The property subject to this lease is situated in the County
of Monroe, State of Florida, and is more particularly described as the easterly ten feet of Second
Avenue, Mandalay Subdivision, Key Largo, Monroe County, Florida, adjacent to Lot 1, Block 4, Plat
Book 1-194.
3. PURPOSE This Lease is for the purposes described in Exhibit A which is attached hereto
and made a part hereof.
4. CONSIDERATION LESSEE shall pay to LESSOR within ten days of the commencement
date and each anniversary thereafter, the sum of $100 per year to be remitted to the Clerk for the
Board of County Commissioners, 500 Whitehead Street. Key West. Florida 33040,
5. QUIET ENJOYMENT AND RIGHT OF USE LESSEE shall have the right of ingress and egress
to, from and upon the leased premises for all purposes necessary to the full quiet enjoyment by
said LESSEE of the rights conveyed herein.
6. UNAUTHORIZED USE LESSEE shall. through its agents and employees, prevent the
unauthorized use of the leased premises or any use thereof not in conformance with this lease.
No changes or improvements which increase to any degree the existing footprint of buildings on
said leased premises or any other improvement, or any addition to any existing landscaping,
including plants and rocks, shall be allowed under this lease.
7. ASSIGNMENT/SUBLEASE This lease shall not be assigned or subleased in whole or in part
without the prior written consent of LESSOR, Any assignment or sublease made either in whole or
in part without the prior written consent of LESSOR shall be void and without legal effect.
8. EASEMENTS This lease is subject to any utility easement existing on said leased premises.
Any other easement not approved in writing by LESSOR shall be void and without legal effect,
9. RIGHT OF INSPECTION LESSOR or its duly authorized agents, representatives or
employees shall have the right at any and all times during daylight hours to inspect the leased
premises and the works and operations of LESSEE in any matter pertaining to this lease.
10. INSURANCE REQUIREMENTS During the term of this lease, LESSEE shall procure and
maintain policies of fire, extended risk, and liability insurance coverage. The liability insurance
coverage shall be in amounts not less than $100,000.00 per occurrence and $200,000.00 per
accident for personal injury, death and property damage on the leased premises. Such policies
of insurance shall name LESSOR, Monroe County, and LESSEE as co-insureds. LESSEE shall submit
written evidence of having procured all insurance policies required herein prior to the effective
PILg #1 265 1 8 9
BK#1_7:36 PG#1429
date of this lease and shall submit annually thereafter written evidence of maintaining such
insurance policies to the Clerk of the Board of County Commissioners, Monroe County, Florida, 500
Whitehead Street, Key West, FL 33040. LESSEE shall purchase all policies of insurance from a
financially responsible insurer duly authorized to do business in the State of Florida. LESSEE shall be
financially responsible for any loss due to failure to obtain adequate insurance coverage, and the
failure to maintain such policies or certificates in the amounts set forth shall constitute a breach of
this lease.
11. LIABILITY Each party is responsible for all personal injury and property damage
attributable to the negligent acts or omissions of that party and the officers, employees and
agents thereof. Nothing herein shall be construed as an indemnity or a waiver of sovereign
immunity enjoyed by any party hereto, as provided in Section 768.28, Florida Statutes, as
amended from time to time, or any other law providing limitations on claims.
12. PAYMENT OF TAXES AND ASSESSMENTS LESSEE shall assume full responsibility for and
shall pay all liabilities that accrue to the leased premises or to the improvements thereon,
including any and all ad valorem taxes and drainage and special assessments or taxes of every
kind and all mechanic I s or materialmen I s liens which may be hereafter lawfully assessed and
levied against the leased premises,
13. NO WAIVER OF BREACH The failure of LESSOR to insist in anyone or more instances
upon strict performance of anyone or more of the covenants, terms and conditions of this lease
shall not be construed as a waiver of such covenants, terms or conditions, but the same shall
continue in full force and effect, and no waiver of LESSOR of any of the provisions hereof shall in
any event be deemed to have been made unless the waiver is set forth in writing, signed by
LESSOR.
14. TIME Time is expressly declared to be of the essence of this lease,
15. UTILITY FEES LESSEE shall be responsible for the payment of all charges for the
furnishing of gas, electricity, water and other public utilities to the leased premises and for having
all utilities turned off when the leased premises are surrendered.
16. MINERAL RIGHTS This lease does not cover petroleum or petroleum products or
minerals and does not give the right to LESSEE to drill for or develop the same, and LESSOR
specifically reserves the right to lease the leased premises for purpose of exploring and recovering
oil and minerals by whatever means appropriate; provided, however, that LESSEE named herein
shall be fully compensated for any and all damages that might result to the leasehold interest of
said LESSEE by reason of such exploration and recovery operation,
17. RIGHT OF AUDIT LESSEE shall make available to LESSOR all financial and other records
relating to this lease, and LESSOR shall have the right to either audit such records at any
reasonable time or require the submittal of an annual independent audit by a Certified Public
Accountant during the term of this lease. This right shall be continuous until this lease expires or is
terminated. This lease may be terminated by LESSOR should LESSEE fail to allow public access to
all documents, papers, letters or other materials made or received in conjunction with this lease,
pursuant to the provisions of Chapter 119, Florida Statutes,
18. CONDITION OF PREMISES LESSOR assumes no liability of obligation to LESSEE with
reference to the condition of the leased premises. The leased premises herein are leased by
LESSOR to LESSEE in an lias is" condition, with LESSOR assuming no responsibility for the care, repair,
maintenance or improvement of the leased premises for the benefit of LESSEE.
2
FrL~ #1 265 1 B 9
BK#1_736 PG#1430
19. COMPLIANCE WITH LAWS LESSEE agrees that this lease is contingent upon and
subject to LESSEE obtaining all applicable permits and complying with all applicable permits,
regulations, ordinances, rules, and laws of the State of Florida or the United States or of any
political subdivision or agency of either.
20. NOTICE All notices given under this lease shall be in writing and shall be served by
certified mail including, but not limited to, notice of any violation served pursuant to 253.04,
Florida Statutes, to the last address of the party to whom notice is to be given, as designated by
such party in writing. LESSOR and LESSEE hereby designate their address as follows:
LESSOR:
County Administrator
Public Service Building
5100 College Road, Stock Island
Key West. FL 33040
LESSEE:
Marty Webb
CANALIS HOLDING CORP,
80 East Second Street
Key Largo, FL 33037
21. BREACH OF COVENANTS, TERMS OR CONDITIONS Should LESSEE breach any of the
covenants, terms or conditions of this lease, LESSOR shall give written notice to LESSEE to remedy
such breach within sixty (60) days of such notice. In the event LESSEE fails to remedy the breach
to the satisfaction of LESSOR within sixty (60) days of receipt of written notice, LESSOR may either
terminate this lease and recover from LESSEE all damages LESSOR may incur by reason of the
breach including, but not limited to, the cost of recovering the leased premises and attorneys'
fees or maintain this lease in full force and effect and exercise all rights and remedies herein
conferred upon LESSOR.
22. DAMAGE TO THE PREMISES
(A) LESSEE shall not do, or suffer to be done, in, on or upon the leased premises or as
affecting said leased premises or adjacent properties, any act which may result in damage or
depreciation of value to the leased premises or adjacent properties, or any part thereof,
(B) LESSEE shall not generate, store, produce, place, treat, release or discharge any
contaminants, pollutants or pollution, including, but not limited to, hazardous or toxic substances,
chemicals or other agents on, into, or from the leased premises or any adjacent lands or waters in
any manner not permitted by law. For the purposes of this lease, "hazardous substances" shall
mean and include those elements or compounds defined in 42 USC Section 9601 or which are
contained in the list of hazardous substances adopted by the United States Environmental
Protection Agency (EPA) and the list of toxic pollutants designated by the United States Congress
or the EPA or defined by any other federal, state or local statute, law, ordinance, code, rule,
regulation, order or decree regulating, relating to, or imposing liability or standards of conduct
concerning any hazardous, toxic or dangerous waste, substance, material. pollutant or
contaminant. "Pollutants" and "pollution" shall mean those products or substances defined in
Florida Statutes, Chapter 376 and Chapter 403, and the rules promulgated thereunder, all as
amended or updated from time to time. In the event of LESSEE's failure to comply with this
paragraph, LESSEE shall, at its sole cost and expense, promptly commence and diligently pursue
any legally required closure. investigation, assessment. cleanup, decontamination, remediation,
restoration and monitoring of (1) the leased premises, and (2) all off-site ground and surface
waters and lands affected by LESSEE's such failure to comply, as may be necessary to bring the
leased premises and affected off-site waters and lands into full compliance with all applicable
federal. state, or local statutes, laws, ordinances, codes, rules, regulations. orders, and decrees,
and to restore the damaged property to the condition existing immediately prior to the
occurrence which caused the damage. LESSEE's obligations set forth in this paragraph shall
survive the termination of expiration of this lease, This paragraph shall not be construed as a
limitation upon LESSEE's obligations regarding indemnification and payment of costs and fees as
set forth in paragraph 12 of this lease, nor upon any other obligations or responsibilities of LESSEE
3
~rL~ #1 265 1 89
BK#1736 PG#1431
as set froth herein. Nothing herein shall relieve LESSEE of any responsibility or liability prescribed by
law for fines, penalties and damages levied by governmental agencies, and the cost of cleaning
up any contamination caused directly or indirectly by LESSEE's activities or facilities. Upon
discovery of a release of a hazardous substance or pollutant, or any other violation of local. state,
or federal law, ordinance, code, rule, regulation, order or decree relating to the generation,
storage. production, placement. treatment. release or discharge of any contaminant. LESSEE shall
report such violation to all applicable governmental agencies having jurisdiction, and to LESSOR,
all within the reporting period of the applicable agency.
(C) Should the buildings which extend onto the leased premises be substantially
damaged for any reason and cannot be repaired but must. pursuant to law, be removed and
replaced by structure(s) meeting laws in existence at the time of such occurrence, this lease shall
be automatically terminated.
23. SURRENDER OF PREMISES Upon termination or expiration of this lease. LESSEE shall
surrender the leased premises to LESSOR. In the event no further use of the leased premises or any
part thereof is needed. LESSEE shall give written notification to LESSOR at least six (6) months prior
to the release of any or all of the leased premises. Notification shall include a legal description
and an explanation of the release. The release shall only be valid if approved by LESSOR through
the execution of a release of lease instrument with the same formality as this lease. Prior to
surrender of all or any part of the leased premises, a representative of the Division of State Lands
shall perform an on-site inspection. If the leased premises violate conditions set forth in paragraph
6 herein. LESSEE shall pay all costs necessary to remove any unauthorized improvements or
changes.
24. PROHIBITIONS AGAINST LIENS OR OTHER ENCUMBRANCES Fee title to the leased
premises is held by LESSOR. LESSEE shall not do or permit anything to be done which purports to
create a lien or encumbrance of any nature against the real property contained in the leased
premises including, but not limited to, mortgages or construction liens against the leased premises
or against any interest of LESSOR therein.
25. PARTIAL INVALIDITY If any term, covenant. condition or provision of this lease shall be
ruled by a court of competent jurisdiction, to be invalid, void, or unenforceable, the remainder
shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
26. ARCHAEOLOGICAL AND HISTORIC SITES Execution of this lease in no way affects any
of the parties' obligations pursuant to Chapter 267, Florida Statutes. The collection of artifacts or
the disturbance of archaeological and historic sites on state-owned lands is prohibited unless prior
authorization has been obtained from the Department of State, Division of Historical Resources.
27. SOVEREIGNTY SUBMERGED LANDS This lease does not authorize the use of any lands
located waterward of the mean or ordinary high water line of any lake, river, stream, creek, bay,
estuary, or other water body or the waters or the air space thereabove,
28. DUPLICATE ORIGINALS This lease is executed in duplicate originals each of which
shall be considered an original for all purposes.
29. ENTIRE UNDERSTANDING This lease sets forth the entire understanding between the
parties and shall only be amended with the prior written approval of LESSOR,
30. MAINTENANCE OF IMPROVEMENTS LESSEE shall maintain the real property contained
within the leased premise in a state of good condition including. but not limited to, keeping the
leased premises free of trash or litter and meeting all building and safety codes in the location
situated,
4
PILE #1 265 1 89
BK#1736 PG#1432
31. GOVERNING LAW This lease shall be governed by and interpreted according to the
laws of the State of Florida.
32. SECTION CAPTIONS Articles. subsections and other captions contained in this lease
are for reference purposes only. and are in no way intended to describe. interpret. define or limit
the e, extent or intent of this lease or any provisions thereof.
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~. /"> .. ESS WHEREOF. the parties hereto have caused this lease to be executed on the
day and d<i ~ st above written.
~-, .
BOARD OF COUNTY COMMISSIONERS
OF ~UNT:!' FLORID~ ,
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/ )/ Mayor/Chairman '
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By 1?LTrQ ~~~~.OM.
Depu Cler ~
CANALIS HOLDING CORP.
By -~ W~ll , ~L.~
Marty bb, President
jleaseseasement
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(30S) 294-4641
BOARD OF COUNTY COMMISSIONERS
MAYOR George Neugent, District 2
Mayor Pro tern Nora Williams, District 4
Charles McCoy, District 3
Murray E. Nelson, District 5
Dixie M, Spehar, District 1
Office of the County Attorney
PO Box 1026
Key West, FL 33041-1026
305/292-3470 - Phone
305/292-3516 - Fax
FILg #1 265 1 8 9
BK#J.736 PG#1433
August 21, 2001
Gretchen
Coral Reef Title Company
Via Fax: 1/305/451-0994
Re: Canalis Holding Corp. (Mandalay)
Dear Gretchen:
I am faxing to you page 1 of the Lease Agreement dated November 12, 1997,
with a portion of paragraph #3 deleted. I have initialed the deletion as no exhibit
was ever made part of the agreement. Also, I am faxing two pages from the County
Commission's November 12, 1996 meeting minutes and a letter dated August 22,
1996. The letter initiated an attempt to purchase the ten foot wide strip of land, but
the Commission determined that a twenty year lease would be more appropriate.
I hope these items assist you in completing your transaction.
SlnCe~eIY, d /)~
~utton
Assistant County Attorney
SAH/ss
Ene.
cc: Marty Webb
MONRO!!: COUNTY
OFFICIAL RECORDS