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Item C28 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: 7/17/2013 Division: County Administrator Bulk Item: Yes Department: Ai arts Staff Contact Person/Phone 4: Don DeGraw.,.289-6060 AG�iR�I T-E M- '"W""-"- -DI"-N,—G: "A" p- ",","-"-" '""""'-"-"--a,-s-""" " "",--m—-'''---ee-,-R-o - ,-- --andMonroe,-' '''-'- provalof Hangar Lee Agreement betwn Robert V. Carew County in reference to the replacement hangars at the Florida Keys Marathon Airport. ffiE C,K—GR,-,O-,U,-ND—: This—agreement"-establishes,--the--cost-a-nd-t-err-n,s-o-f-lease for-,one-,(-I-,)o-f-,the eleven,(-I"I)- hangars that must be moved at the Florida Keys Marathon Airport. ...........---........ ...............------ -------- PREVIOUS RELEVANT BOCC ACTION: FAA Grant 44-29 approved at the October 2011 BOCC regular meeting. FAA Grant 44-30 approved at the October 17,2012 BOCC regular meeting, CONTRACT/AGREEMENT CHANGES:New Agreement. STAFF RECOMMENDATION: Approval. The future construction of the replacement hangars is at no cost to the airport. FDOT pays 80%of the work and the hangar owners will pay 20%. ................. TOTAL COST: $.QO INDIRECT COST: NA BUDGETED: Yes DIFFERENTIAL OF LOCAL PREFERENCE: NA COST TO COUNTY: None SOURCE OF FUNDS: COST TO AIRPORT: None COST TO PFC: None REVENUE PRODUCING: Yes X No AMOUNT PER YEAR: $3,600yr APPROVED BY: County Attorney OMB/Purc#a%si Risk Management DOCUMENTATION: Include Not Required ti DISPOSITION: ... ........ AGENDA ITEM# MONROE COUNTY BOARD OF COUNTY COMMISSIONERS .. ...�... CONTRACT SUMMARY Contract Contract with: Robert W Carew Effective Date: Expiration Date: Contract Purpose/Description: Remove RW Obstr/RPZ—Carew(New Hangar Lease) Contract Manager,. Don DeGraw #6060 Airports -Stop# 15 (name) (Ext.) (Department/Stop) 0 [for BOCC meeting on7/17/2013 Agenda Deadline: 07/02/2013.r_u�....� ..w..._.m......�..... ��� _._ � ,....... _ ...... .....�_��m.�.__.�. .r��.,�. __....�.. �.� �....�.,.._ CONTRACT COSTS ..... ..a ......... _.... ._................. __ ....... �_.... . .._ _._... �..w.. Total Dollar Value of Contract: $ Current Year Portion: Budgeted? /A Account Codes" Future FDOT Grant (Construction) Grant: County Match: /A ADDITIONAL COSTS Estimated Ongoing Costs. For: . (not included un dollar value above) (eg.,maintenance,utilities,janitorial, salaries,etc.)......_._� .,��. .,. _ _ .w�m..�. ..,,,.,, ,..__• _._ ._.,._.� �. �._..�.._.. _,.�...�.....�._ _ �. �. _........ ...._._,.�,.._ m.._.... _..._....................., . ­ ... _............... ._� ._. ..u.. _ .... .M. ... ...._..._.............._.. _ . ......�_ CONTRACT REVIEW Changes Date In Needed R Date Out Yes No rP ( ) ( „�.. ...... 07/02/2013 Airports Director 07/02/2013 � � �,� Fit , Hort ... Risk Management / . f r Risk Mana ent O.M.B./Purchasing for O �.. County Attorneyf / ,....�... w / / mW ttorney Comments: HANGAR LEASE ENT FLORIDA KEYS MARATHON AIRPORT ROBERT W. CAREW THIS LEASE AGREEMENT made and entered into this 171h day of July, 2013 by and between Monroe County, a political subdivision of the State of Florida, whose address is 9400 Overseas Highway, Marathon, FL 33050, hereafter County, and Robert W. Carew, whose address is PO Box 510042, Key Colony Beach, FL 33051-0042, hereafter Tenant or Lessee. ITNESSET : WHEREAS, the County owns property known as the Florida Keys Marathon Airport, located in Marathon, Monroe County, Florida, hereinafter referred to as"Airport"; and WHEREAS, Lessee currently leases the East Bay of Hangar One at the Florida Keys Marathon Airport from the County; and WHEREAS, the currently leased hangar is located in the Runway Protection Zone ( Z); and WHEREAS, the County desires to remove the hangar from the RPZ and re-locate the Lessee to another area of the airport; and WHEREAS, Lessee has agreed to relocate to an alternative site at theairport; now therefore, IN CONSIDERATION of the mutual covenants,promises and premises herein contained, the parties hereto agree as follows: I. The parties mutually agree to cancel their current Lease Agreement (dated March 21, 2007) effective July 17, 2013, with neither party having any further duty, obligation or liability to the other under the terms of the March 21, 2007 lease. A copy of the lease is attached to this lease as Exhibit A. In consideration of the Lessee's consent to the cancellation of the lease the County shall, within 30 days of execution of this Agreement make a one time payment to Lessee of $11,615.38 for Lessee's hangar leasehold. 2. a) The County hereby leases, on a month to month basis, to the Lessee certain property in the northeast comer of the Marathon Airport more particularly described 1 in Exhibit C, which is attached to, and made a part of, this lease. Upon availability of replacement hangars as shown in Exhibit B, Lessee agrees to peaceably surrender the hangar depicted in exhibit C. Lessee shall be provided written notice of the availability of the replacement hangar and shall vacate the premises depicted in exhibit C within 30 days of receipt of notice. For purposes of this section, the hangars shall be deemed and defined as being available upon receipt of the structure's certificate of occupancy. b) Lessee shall be granted the right of first refusal for occupancy of the replacement hangar (Exhibit B). The County will construct said hangar using F.D.O.T and tenant funding. Funding for the construction of the hangar shall be borne by the F.D.O.T. up to a maximum of 80% of total hangar construction costs. Funding of the aprons and taxiways shall be borne by F.A.A. up to a maximum of 90% of total apron and taxiway construction costs. The newly constructed hangars, aprons and taxiways (hereafter Premises) at all times during this lease are and remain the property of the County. c) If Lessee exercises it right of first refusal and leases the Premises, Lessee shall contribute up to a maximum of$39,615.38 towards the cost of construction of the hangar, apron and taxiways. If Lessee does not exercise its right of first refusal, Lessee shall peaceably vacate its shade hangar and shall make arrangements to remove all personal property, including aircraft as outlined in subparagraph 2a above. 3. The term of the lease is 20 years for the premises depicted in Exhibit B. The to will begin on the date the Certificate of Occupancy is issued for the premises depicted in Exhibit B. 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 $300.00 per month plus 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 CPI percentage for urban consumers for the calendar year immediately preceding the anniversary date. b) Lessee may sublease the hangar without permission of the County. 2 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. C) Lessee's sublease of its hangar 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 the first anniversary of this Lease, when a potential purchaser offers to purchase Lessee's leasehold, 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 the Leasehold at the same purchase price as that offered by the potential purchaser. 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 following Insurance required by County; Airport Liability and Hangarkeepers Leval Liability Insurance Requirement: Recognizing that the work governed by this contract may involve the repair, servicing, maintenance, fueling, or storage of aircraft, Lessee will be required to purchase and maintain, throughout the life of the 3 Agreement, Airport Liability and Hangarkeepers Legal Liability Insurance naming the Monroe County Board of County Commissioners as Additional Insured. The minimum limits of liability shall be$1 million. 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 Requirements" and be approved by Monroe County Risk Management. Should the County 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. 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 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 Agreement, (B) the negligence or willful misconduct of Lessee or any of its employees, agents, sub-contractors or other invitees, or (C) Lessee's default in respect of any of the obligations that it undertakes under the terms of this Agreement, 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 Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. 9. No modification(s) to the hangar facility may be made until the modification(s) are approved by the County's Marathon Airport Manager. 10. The hangar facility may only be used for the following: a) the housing of airplanes not used in commercial service; 4 b) the providing of care, repair and maintenance of only those airplanes housed long-term at the hangar facility; C) the temporary parking of automobiles. No other use of the hangar facility 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 hangar. 12. The Lessee agrees that the terms of this lease are subject to the FAA regulations attached as Exhibit D 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 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 or 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 nature of the default/breach is such that it cannot be cured in 10 days,the Lessee shall inform 5 the County in writing of the reason why the default/breach cannot be cured in 10 days and shall provide a written plan showing how the default/breach will be cured in a timely manner. If the LESSEE has not corrected the defaultibreach 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 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 hangar 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 Lessee Airport Manager Robert W. Carew 9400 Overseas Highway PO Box 510042 Marathon, FL 33050 Key Colony each, FL 33051-0042 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. 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 it party. 20. If any term, covenant, condition or provision of this Lease Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall beenforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Lessee agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 6 21. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Lessee and their respective legal representatives, successors, and assigns. 22. Lessee agrees that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Lessee agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 23. The County and Lessee shall allow and pennit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Lessee in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Lessee. 24. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Contractor 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. 7 25. 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 Contractor agree that neither the County nor the Contractor 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. 26. LESSEE shall comply with all State, Federal and County laws, statutes, ordinances, rules and regulations, including but not limited to the rules and regulations as set forth in the airport's minimum standards, as any of the same may be amended from time to time, 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, as any of the same may be amended from time to time, 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. 27. The County reserves to 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 which is the subject of this Agreement, 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. 218. 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 condition 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 regulations which have been, or may hereafter be adopted by the County pertaining to the Marathon Airport. 29. The County shall have the absolute right, without limitation, to repair, reconstruct, alter or add to any structure and facilities at the Airport, or to construct new facilities at the Airport. The County shall, in the exercise of such right, be free from any and all liability to the Lessee for business damages occasioned during the making of such repairs, alterations and additions, except those occasioned by the sole act of negligence of the County, its employees or 8 agents. 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 existing facility(if owned by the County), structure(if owned by the County), perimeter security fence, underground and overhead wires, pipes,drains, cables and conduits now located on, under 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 County of its rights hereunder shall be borne by the County. 30. 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. 31. 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. 32. 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. 9 Jul 01 13 09:39a Robert and Crmstal Carew 920-294-0341 p. 1 IN WITNESS WHEREOF,the parties have caused this lease to be executed this day of ,2013. (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: AMY HEAVILIN,CLERK OF MONROE COUNTY,FLORIDA By By Clerk Mayor/Chairperson LESSEE:Robert W. Carew (signature) STATE OF WISCONSIN COUNTY OF Green Lxz. -,e—' PERSONALLY APPEARED BEFORE ME, the undersigned authority, (name of individual signing) f hev f- l/V Care vtl who, after first being sworn by me, affixed his/her signature in the space provided above on this /s r- day of J�_ , 2013 . My commission expires: /-7../el (Seal) No y Publ —Stat of Wisconsin MO OE COUNTY '` .. >II ED AS J.SSBS C�OU N T. RNEY / Date..,w ...... ...... 10 Exhibit A CONSENT TO ASSIGNMENT T�js Consent to Assignment is entered into this day of cc� 2011,by and between Monroe County,a political subdivision of the State of Florida,hereafter County,Matthew C. Schulte,Assignor and Robert W. Carew,Assignee,the parties agreeing as follows: l. The County leases to Assignor the East Bay of Hangar One at the Florida Keys Marathon Airport,Marathon,Florida,through an Agreement dated March 21, 2007,hereafter the original agreement. The original agreement is attached and incorporated into this Consent to Assignment. 2. By a change of ownership effective April 21,2011 from Assignor to Assignee, the Assignor assigned to Assignee all of the Assignor's rights,title and interest in the original agreement. 3. Monthly rent payments shall be made payable to Monroe County and-sent.to thl.,9 Airport Business Office,3491 S.Roosevelt Blvd.,Key West,Florida 33040. =� 4. In consideration for Monroe County's consent,the Assignee agrees to be bounC -1 by all the terms and conditions of the original agreement,as amended above. (deal) BOARD OF COUNTY COMMtSSIOI�Elkig L Aued: DANNY�.KOLHAGE,CLERK OF MONROE COUNTY,FLORIDA By : Alwklljkw� =� uty Clerk or ASSIGNEE: / �i'v B f B y y• Notary Public-State of orida-. Robert W.Carew P.O.Box 510042 My Commission Expires:Ji-i 3-,Zoii Key Colony Beach,FL 33050 (SEAL) ASSIGN '—�ffkj- By: - Notary Public-State of Florida Matthew C.Schulte 5001 Fillmore St. My Commission Expires: Hollywood,FL 33021 (SEAL) COUNTY ATTORN 7LINDA KOSLOW A. D AS Public-State ofFWW& mm EXPINS Sep 27,2013 PEDRO J.M CADO mlSeion/OD 928308 ASSISTANT COU AT'TO ThIOUP Nanooal Notary....--• + Date Exhibit A Matthew C.Schulte 5001 Fillmore St. Hollywood. FL 33021 April 21, 2011 HANGAR BILL OF SALE AND ASSIGNMENT OF LEASE I, Matthew C. Schulte on this 21st day of April, 2011 acknowledge receipt of $15,000 (Fifteen-thousand dollars)from Robert W. Carew in full payment of the East bay of Hangar One at Florida Keys Marathon Airport in Marathon, Florida. The hangar has no outstanding liens and all debts up to this date have been paid. Any expenses from this date forward will be paid by Mr. Carew(new owner)or his designee. I further assign my existing lease with Monroe County for the land the hangar is on to Robert W. Carew as part of this transaction. Matthew C.Schulte Date Exhibit A THIS LEASE AGREEMENT is made and entered into this ay of March, 2007, by and hetween Monroc County. a political subdivision of the State of Florida, whose address is the Florida Keys Marathon Airport, 9400 Overseas Highway, Marathon, FL 33040, hereinafter COUNTY, and Matthew Schulte and David Rice, whose respective addresses are 205 W. Seaview Lane, Marathon, FL 33050 and 133 Mockingbird Lane. Marathon, FL 33050. hereinafter called TENANTS or LESSEES. WHEREAS, COUNTY owns an airport known as the Florida Keys Marathon Airport, located in Marathon, Monroe County.Florida,and WHEREAS, TENANTS. currently lease certain Property at the Florida Keys Marathon Airport,and WHEREAS, TENANTS, Matthew Schulte and Robert Defield. entered in to a new lease agreement in December 2006,and WHEREAS,Robert Defield assigned all of his ri ®n ght+,interest and title to his portion of the lease to David Rice,and WHEREAS,since the signing of the original lease, the lease hold has the names of the TENANTS have changed, � hands and and WHEREAS, TENANTS and COUNTY agree that it would be referabl clarity to caned all P � Poses of Pmvirws lease agreements, and WHEREAS, TENANTS are willing to assume maintenance and insurance raa for the leased Ponaibilitics �opeity in exchange for entering in to a new lease with it longer term,and Ptgc I of 14 WHEREAS, TENANTS desire to obtain certain rights, services and privilege in connection with the use of the Airport facilities, and the COLNTY is willing to grant and lease the same to TENANTS upon the terms and conditions hereinafter stated,now,therefore, IN CONSIDERATION of the premises and of the mutual wvenants and agreements herein contained, and other valuable considerations, COUNTY does hereby grant and 1cNe unto TENANTS, and TENANTS do hereby lease from the COU NTY,certain premises, facilities. rights, and privileges in connection with and on the Airport,as follows, to wit: WITN>3.c�t U 1) The parties mutually agree to 0=1 the October 15, 1997 Lease Agreement, the Febuary 19. 2003 Lease Renewal Ag reement and the December 2006 Lease Agreement with neither party having any fw•dte duty,obligation or liability to the other under.the terms of that 1997 lease or its 2003 extension or the December 2006 lease. A copy of the 1997 lease, 2003 renewal. the December 2006 lease, and the lease assignment from Robert Defield to David Rice are attached to this lease as Exhibit A. 2) The COUNTY leases the Property described in Exhibit B, homfier the premise. to the TENANTS for a term of Ten years, beginning on the 21 at day of March.2007 and ending on the 19th day of March, 2017. The TENANTS may renew this lease agreement for three additional five year terms by providing the COUNTY with written notice of their intent to do so thirty(30)days or more in advance of the terms expiration date. 3) The rental payment for the Premises during the first year of this a S 191.75 per mom greemett is th. plus the applies sale tax, paysbic at the Airport Director's office, Florida Keys Marathon Airport 9400 Oversews Highway,Sh Y. Marathon, FL 33050. The monthly rental Payment will increase for each successive year of the first ten (10) years by the folinwing amount: the total rental amount for the multiplied by the increase, in the consumer fnr the Miami'Pt. Laudc7dsle er,e,divided by twelve 12 Price index (C.P.1.) ( 1 Resit may be paid by the month or year Page 2 of 14 at the TENANTS'option. Following the initial term often(I0)yearb. the rent charged will be at fair market value. established after an appraisal of the premises. Following establishment of the fair market value rental rate, the rent will thereaflLr be subjftt to the yearly CPI increases provided fi r in this paragraph. 4) a) The parties acknowledge that there is an existing hangar on the premises that bdonge to the TENANTS. At the end of any tens at which the base is not renewed. TENANTS shall remove the existing hangar from the premises at TENANTS sole expense. b) (i) The TENANTS may not conduct anY Co mmeroial activity or operate an M On the premises without the permission of the COUNTY. The premises are leased strictly for use by the TENANTS,private aircraft. (ii) The TENANTS must keep the COUNTY's Florida Keys Marathon Airport Manager Apprised of the names of persons and their aircraft that the TENANTS have authorized to use the hangar fWliticS. The Manager must be notified as Soon as possible when an authorized occupant is added or deleted. c) The TENANTS arc responsible for the maintenance of the hangar. S) The TENANTS we responsible for insuring the leased premis". a) Each TENANT shall obtain or poSSMS the following insurance a►verage's and will provide Certificates of Insurance to COUNTY to verify, coverage: with limits not less than S 1'000,000(One Million)per o ccurroncc b) The Monroe County Board of County Commissioners will be included as "Additional Insured" on all policies issued to satisfy the above requirements. All fonng of insurance ruquirad above shall be from insurers acceptable to the County, Nags 1 of 14 c) All insurance policies must specify that they are not suhjet;t to can(:ellation, 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) TENANTS 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 lase. Failure to comply with this provision shall be considered a default and the COUNTY may terminate the lease in accordance with Paragraph 36. Any deviations from these General Insurance Requirements must be requested In writing on the County prepared form entitled "Request for Waiver of Insurance Requirements"and be approved by Monroe County Risk Management. 6) In the event the premises are needed for the ex pansion of the Airport or the Federal Aviation Administration requires the removal of premise improvements the County may cancel this (ease upon ninety (90) days written notice to the TENANTS. In the event of cancellation the COUNTY will provide LESSEES with an alternative location. If a suitable alternative location is unavailable or if mutual agreement as to location can not be reached,the COUNTY may cancel this Icaft upon 30 days written notice to the TENANTS. In the event of relocation 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. 7) The TENA NTS may assign this lease with the approval of the Board of County Commissioners,whose approval may not be unreasonably withheld. 8) The TENANTS must not authorize. permit or duffer any construction mortgage or Other lien of any nature to be placed on the hangar. NVe 4 of 14 `�V 9) The TENANTS must pay all utililim. including gag, electricity, water and solid waste disposal charges,if any,and any installation charges that may he rcyuired fur those utilities. 10) The TENANTS must not make any unlawful or offensive use of the premises and must permit the COUNTY or its agents to inspect the;premises at all reasonable times. 11) The TENANTS must obtain, and keep in effect during the term of this lease, the insurance described in paragraph S. The TENANTS may not begin their occupancy of the premises, regardless of the commencement date of this lease, until they furnish proof satisfactory to the COUNTVs Director of Risk Management that they have obtained the insurance policies required by paragraph S. 12) Notwithstanding any minimum insurance requirements prescribed elsewhere in this a8mement.TENANTS shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed ofFcers and employee harmless from and against(i)any claims,actions or causes of action, (H) 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 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 cost% fines and penalties) that may be asserted algainsk initiated with respect to, or sustained by. any indennifeed party by reason of, or in connection with, (A) any activity of TENANTS or any of its employees, agents, contractors or other invitees during the term of this lease, (8) the negligence or willful misconduct Of TENANTS or any of its employem agents, contractors or other invitees. or (C) 'TENANTS default in respect of any of the obligations that it undertake-q under the terns of this lease, except to the extent the claims, ft"tms,causes of action, litigation, cedin I� gs, costs or expenses arise from the intentional or sole negligent acts or omissions of the COI rNTN' or any of its employees,agents, PaVC 5 Of 14 contractors or invitees (other than TENANT'S). Insofar as the claims, actions, causes of action, litigation, pruceedinga, cvsts or expenses relate to events or circumstances that occur during the turn of this lease, this Section will survive the expiration of the term of this lease or any earlier termination of this lease. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained in paragraph S. 13) a) The TENANTS for themselves, their personal represcatatives, 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 he excluded from participation in, denied the benefits of,or be otherwise subjected to discrimination; 3) That the TENANTS 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) T'hat in the event of bn:ach 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 lease had never been made or issued. The provision shall not be effective until the Page 6 of 14 proculures of Title 44, Code of Federal Regulations, Part ?I are followed and completed including exercise or expiration of appeal rights, c) It shall be a condition of this lease that the COUNTY resenes 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 TENANTS expressly agree for themselves, their sucxessoes 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 TENANTS expressly agree for themselves, their successors and assigns, to prevent any use of the herein described real property which would interfere with or adversely aft d the operation or maintenance of the airport, or otherwise constitute an airport harard. 0 This lease and all Provisions hereof are suhjW and subordinate to the teams and conditions of the instruments and documents under which the COUNTY acquired the subject property from the United Stoltz 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 regulations which have been. or may hereafter he adopted by the COUNTY pertaining to the Florida Keys Marathon Airport. Pasc*7 at 14 g) Notwithstanding anything herein contained that may be, or appear to he. to the contrary. it is expressly understood and agreed that the tights 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, 14) This lease will be automatically be canceled, and the title to the improvements on the leased premises will revert to the COUNTY, should the TENANTS fail to occupy the premises within six months of the commencement of this lase or if, during the term of the lease, the promises are absndoned for a continuous period of six (6)months. This reveller provision applies notwithstanding anything contained elsewhere in this lease agreement. 15) The TENANTS,on keeping the covenants and agreements set forth in this lease,are entitled to quiet and peaceful enjoyment of the premises without any interruptions by the COUNTY or by any person or persons claiming by,through or under the COUNTY. 16) All communications between the parties should be between the following persona at the following addresses; Florida Keys Marathon Airport Director Mr. Mattbew Schulte Mr. David P.Rice Florida Keys Marathon Airport 205 W. Saview Lane 133 Mockingbird Ln. 9400 Overseas Highway Marathon,Fl.33050 Marathon,FL 33050 Marathon,FL 33050 17) COUNTY agrees that TENANT is a two-party TENANT, each TENANT party occupying and using one-half of the Leased premises. COUNTY agrees that each TENANT patty shall be responsible only for that TENANT Party's actions, omissions or defaults and that there shall be no joint liability solely due to the actions,omissions or defaults of one TENANT party. 1 R) In the event of death of a TENANT party or abandonment of the leased premises by a TENANT party, the other TENANT party shall have the option, but shall not be required to, assume the use and occupancy of the other TENANT party's portion of the Leased Premises, and Page A of 14 upon doing so, shall hm-ome the sole TCNAN'f party from the date or death or abandonment thereafter. 19) The TENANTS warrant that they have not employed, retained or otherwise had act on their behalf any former COUNTY office or employee in violation of Section 2 of Ordinance No. 10-1990 or any COUNTY officer or employee in violation of Section 3 of Ordinance No, 10-1990. For breach or violation of this provision, the COUNTY may, in its discretion, terminate this lease without liability and may also in its discretion, recover from the TENANTS the full amount of any fee, commission, percentage, gift or consideration paid to the former COUNTY officer or employee. 20) Venue for any litigation arising under this lease agreement must be in a court of competent jurisdiction in Monroe County, Florida 21) The COUNTY and its authorized officers, employees. agents. contractors, subcontractor 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 businea hours (or at any time in case of emergency) to determine whether TENANTS have complied and are complying with the terms and conditions of this agreement with respect thereto; b) to perform essential maintenance, repair, relocation, or removal of the existing faeility(if owned by the County), structure(if owned by the County), perimeter security fence, undergrr)und 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 nemmsary to carry out the Master Plan ot'dcvclopment of the Airport; provided, however, that said work shall in no event unduly interfere with the operations of TENANTS and, provided further, Pap 9 or 14 that the entire cost of such work, as a result of the exercise by the COUNTY of*its rights hereunder shall be borne by the COUNTY. 22) TENANTS 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. 23) TENANTS and COUNTY agree that all disputer, and disagreements shall be attempted to be resolved by meet and confer sessions between repra%wtatives of each of the parties. If no 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. 24) In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, TENANTS and COUNTY agree to participate,to the extent required by the other party,in all proceedings,hearings, Pam. meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. TENANTS and COi1N7Y 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 parry by reason ofsuch participation. 25) TENANTS 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 perfimn and receive benefits as recited in this Agreement. Page 10 of 14 26) COUNTY agrees that officers and employcos of the COUNTY recognize and will be reyuirud to comply with the standards of conduct fiir public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, .rnlicitation 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. 27) The TENANTS 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, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, peri:wtage,gift,or other consideration oontingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the TENANTS 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. 28) Notwithstanding the provisions of Sec. 768.28. Florida Statutes, the participation of the COUNTY and the TENANTS 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. 29) 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 sa ti sfactio for n of the obligation or responsibility. Further,this Agreement is not intended to, nor shall it be construed Page 1 1 of 14 as,authorizing the delegation of the constitutional or statutory duties of the COUNTY,except to the exttmt permitted by the Florida constitution,state statute,and case law. 30) No person or entity shall be entitled to rely upon the temta, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or crhtitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and the TENANTS agree that neither the COUNTY nor the TENANTS or any agent,officer,or employce 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. 31) No covariant 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 CaPilcitY, 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. 32) 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. 33) This lease has been carefully reviewed by both the LESSEE and the COUNTY. Therefore,this lease is not to be construed against any party on the basis of authorship. 34) This lease repirceeits 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 leave amendment. PaSc I?of 14 35) Nothing in this lease should be read as modifying the applicable statute of limitations. The waiver of the breach of any obligation of this lt:'=does not waive another breach of that or any othir obligation. 36) This lease 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 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 caft of the default/breach occurrences described in subpetagrapha 36(a),(b) and (c), the COUNTY 's Marathon Airport Director shall fult give the LESSEE a written notification stating the default/breach and that the Lessee has 10 days to correct the defaulUbreach. The Lessee shall be notified by certified mail return receipt requested that he has 10 days to correct the defaulybreach. Nona shall be presumed upon return of a signed return receipt. if the nature of the default/breach is such that it cannot be cured in 10 days,the Lessee shag inform the County in writing of the reason why the default/breach carurot be cured in 10 days and shall provide a written plan Showing how the default/breach will be cured in a timely manner. If the Lessec 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 County may cancel the lease in its discretion. In the case of cancellation occurring as described in subparagraphs 36(d) and (e). COuNTY shall proceed in accordance with paragraph 6 of this agreement. IN WITNESS WHEREOF.the parties have set their hands and seal. Page 13 of 14 r . t (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST:•D. IAOE,CLERK OF MONROE COUNTY.FLORIDA By MayOmEwmamm WrMESSES THNAN'i'S { BY David P.Rice Daft 3—1 O A8 RCA00 wa T o ATTOPq d, aaa i �+ -n ►ice -e t�e•�• CID 4-'i :n a At N U O Page 14 of 14 yi�O�lllgp'1,OiY�IR;•��COlIYl1.uMliigJOiOS[�4Yli�nO�f�Allpl:,1AbA MIO�/ n e f I 9 I � � .,... l . I .., �p ow o u � . a OFT10N2 .:_ Exhibit MAY 17,2013 JA B EXHIBIT C • �E , Hangar One(East Bay)Robert W.Carew Hangar One(West Bay)Steven Strobbe 0 cc Ic 0 Exhibit D FAA REQUIREDLEASE CLAUSES 1. This lease shall be subject to review and re-evaluation at the end of each 1 year period, by the airport owner and the rent may be adjusted according to their action, not to exceed the Consumer Price Index rate during the last 12 month period,or; Land less improvements will be appraised every 5 years and the adjusted rental will be based on normally 10-12 percent of the appraised value. If disputed, lessor obtains appraisal at his expense and lessor/lessee equally share expense for review appraisal that establishes fair market value. 2. The tenant for himself,his personal representatives, successors in interest, and assigns, as a part of the consideration hereof,does 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 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, (3)that the tenant 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,Nondiscrimination in Federally-assisted programs of the Department of Transportation-Effactuation 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,Airport Owner shall have the right to terminate the lease and to re-enter and as if said 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. 3. It shall be a condition of this lease,that the lessor 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 hereinafter 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. That the Tenant expressly agrees for itself, its successors and assigns,to restrict the height of structures,objects of natural growth and other obstructions on the hereinafter described real property to such a height so as to comply with Federal Aviation Regulations, Part 77. That the Lessee expressly agrees for itself, its successors and assigns,to prevent any use of the hereinafter described real property which would interfere with or adversely affect the operation or maintenance of the airport, or otherwise constitute an airport hazard. 4. This lease and all provisions hereof are subject to any ordinances rules or regulation which have been,or may hereafter be adopted by the Airport Owner pertaining to the Florida Keys Marathon Airport. 5. 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 Lessor herein reserves the right tot grant similar privileges to another Lessee or other Lessees on parts of the airport.