Resolution 151-1980RESOLUTION NO.151- 1980
RESOLUTION AUTHORIZING THE CHAIRMAN OF
THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA, TO EXECUTE AN
AGREEMENT BY AND BETWEEN THE BOARD OF
COUNTY COMMISSIONERS OF MONROE COUNTY,
FLORIDA, AND DAVID M. DILL FOR THE
LEASING OF PROPERTY LOCATED IN THE KEY
WEST INTERNATIONAL AIPORT, MONROE COUNTY,
FLORIDA.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA, as follows:
That the Chairman of the Board of County Commissioners
of Monroe County, Florida, is hereby authorizied to execute
an Agreement by and between the Board of County Commissioners
of Monroe County, Florida, and David M. Dill for the leasing
of property within the Key West International Airport, Monroe
County, Florida, copy of same being attached hereto.
Passed and adopted by the Board of County Commissioners of
Monroe County, Florida, at a regular meeting held on the 1st
day of July, 1980.
BOARD OF COUNTY COMMISSIONERS
OF MONROE C TY, F ORIDA
By
(Seal)
Attest:
e r k
I
l - atnWX Office
s
LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into this day
of , 1980, by and between the COUNTY OF MONROE, STATE
OF FLORIDA, a political subdivision of the State oef Florida, herein-
after called the Lessor, and DAVID M. DILL, hereinafter called the
Lessee:
WITNESSETH:
That the Lessor hereby leases that certain property described
in Exhibit "A" hereto and made a part hereof, located in the Key West
International Airport, Key West, Florida., subject to the following
conditions and limitations which the parties mutually agree shall
apply:
1. TERM. The period of this lease shall be from the
ay of , 19 , unless sooner terminated in accordance
herewith.
2. RENTAL. Lessee agrees to pay to the Board as rental for
the use of the leased premises leased to it hereunder, and for the
rights and privileges herein granted by the Board:
(a) A minimum guarantee at the rate of $7,200.00 per year,
and in addition, an amount equal to 610 of the excess over $7,200.00
of Lessee's gross revenues for each year during the term hereof. In
addition to such rental payments, Lessee covenant-s. and agrees with
the Board to pay the required State Rental Tax, and any other tax
-or assessment imposed for use and occupation of premises.
(b) The annual minimum guarantee hereunder shall be appor-
tioned on a monthly basis and paid monthly in advance on or before
the 1st day of each calendar month, within 30 days, after the 1st
day of of each year throughout the term. Lessee shall
furnish to the Board a report of Lessee's gross revenue during said
year, and shall.simultaneously pay to the Board the excess rental,
if any, due the Board hereunder for the preceding twelve (12) months,
beyond the minimum guarantee paid during said year.
(c) The term "gross revenue" used herein shall mean all
monies received by Lessee from business or businesses conducted on
premises but shall not includ the amount of any federal, state
or municipal sales of other similar taxes separately stated and
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collected fr,.,. ..a _imers of Lessee now or hei _.after ed or im-
posed, nor any sums received as insurance or otherwise for damage
to premises or other property of Lessee, or for loss, conversion
of abandonment of such property.
(d) All sums due hereunder and the report of gross
revenues mentioned in (b) hereof shall be paid or made by delivery
to the Clerk of the Lessor at the office at the County Court I -louse
or such other place as Lessor designates in writing.
3. RECORDS. Lessee agrees to keep accurate records,
books, and accounts in a reasonable manner acceptable to the Lessor's
Clerk, and Lessor's Clerk or his representative shall have the
right to examine and audit such of said records, books and accounts
as pertain to or affect Lessee's operations hereunder at any
reaonable time and from time to time.
4. RULES AND REGULATIONS. The Lessee agrees to strictly
execute, comply with, and abide by all applicable rules, regulations
and directives of the Lessor as presently existing or as may be
promulgated, changed or amended from time to time, and it shall be
the duty of the Lessor to notify Lessee of any,,,such rules, regula-
tions and directives as it shall deem relevant hereto as the same
shall be promulgated, changed or amended, which by reference are
hereby made a part hereof. Fai-lure or refusal to comply or abide
with the provisions of this article shall be cause for termination
of lease.
S. P-ERSONAL PROPERTY. All personal property placed,
moved in or on the premises above described shall be at the risk
of the Lessee or owner thereof, and Lessor shal.J not be liable for
any damage or loss to said personal property for any act of
negligence of any Co -Lessee or occupant, or of any other person
whomsoever
6. SAFETY, CORRECTION, ETC. The Lessee shall promptly
execute and comply with all statutes, ordinances, rules, orders,
regulations, directives and requirements of the Federal, State
County and City Governments, effecting or having jurisdiction
over the demised premises, and of any and all of their departments
and bureaus applicable to said premises for safety and correction,
prevention and abatement of nuisances or other grievances, in, upon,
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or connected with said premises and its operation.
7. DEFAULT. A. The prompt payment of the rent for
said premises upon the terms named, and the faithful observance
of said rules, regulations and directives which are by reference
made a part hereof, and of such other and further rules, regula-
tions'and/or directives as may be hereafter made by the Lessor are
the conditions upon which the lease is made and accepted, and any
failure on the part of the Lessee to comply with the terms of this
lease, or any of said rules and regulations or directives, now in
existence, or which may hereafter be prescribed by the Lessor,
shall at the option of the Lessor, work a forfeiture of this lease,
and all of the rights of the Lessee hereunder, and thereupon the
Lessor, its agents or employees shall have the right to enter said
premises, and remove all persons and property, if desired, therefrom
forcibly or otherwise, and the Lessee hereby expressly waives any
and all notice required by law to terminate tenancy, and also waives
any and all legal proceedings to recover possession of said pre-
mises, and expressly agrees that in the event o� a violation of
any of the terms of this lease, or of said rules, regulations or
directives, now in existence, or which may hereafter be made, said
Lessor, its agents or employees may immediately re-enter said
premises and dispossess Lessee without legal notice or the insti-
tution of any legal preceedings whatsoever. The parties specifically
agree that Lessor shall not be required to give notice of a breach
or default, prior to exercising his option to forfeit Lease.
B. In addition to the acts of default elsewhere defined,
the commission of any of the following acts by the lease shall
constitute a default, and this lease may be terminated by the
County immediately:
Abandon, desert, vacate or discontinue operations on the premises
or petition for any bankruptcy or insolvency, or be adjudicated
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bankrupt, or make a general assignment for the benefit of creditors,
or suffer a lien to be filed against the premises, or permit a
receiver or trustee to come into possession without removing them,
within a reasonable time.
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8. COST AND ATTORNEY'S FEES. Lessee.agrees to pay all
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costs and expenses and a reasonable attorney's fee in the event
legal action is taken by the Lessor because of any violation of
the terms of this lease or of any code section, ordinance., regula-
tion or rule applicable to the Lessee's use of the.premises includ
ing but not limited to those governing the payment of rent.
9.. FIXTURES. The said Lessee hereby pledges and assigns
to the Lessor the fixtures, and goods and chattels of said Lessee,
which shall or maybe brought or placed on said premises as security
for the payment of the rent herein reserved, and the Lessee agrees
that the said lien may be enforced by distress foreclosure or other-
wise at the election of the said Lessor; and does hereby agree to
pay all cost and charges therefom.incurred by the Lessor.
10. ENTRY. The Lessor, or any of its agents, shall have
the right to enter said.premises during all reasonable hours, to
examine the same as may be deemed necessary .for the safety, comfort
or preservation thereof, and to determine if Lessee is in compli-
ance with all of the aforementioned rules, regulations, directives
and otherwise..
11. CONDITION OF PREMISES. A. The Lessee acknowledges
and agrees that he has examined the premises, and is fully advised
of the condition and location thereof, and the limitations and
restrictions placed on any building, structure'."or other object as
to height, due to the proximity of the landing and takeoff areas
of the Airport. Lessee further agrees to abide by..and observe all
such restrictions and limitations, and agrees that the observance
of such limitations and restrictions•,.whether by municipal, county,
state of federal governmental authority, shall xlot.in anywise affect
the Lessee's obligations under this lease.
B. Lessee .hereby accepts the premises in the condition
they are in a't the commencement of said term, excepting.only reason-
able wear and tear arising from the use thereof under this agree-
ment. Lessee further agrees to make good to said Lessor immedately
upon demand any damage caused by any act or.neglect of Lessee, or
of any person or persons whomsoever, including but.not limited to
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employees, guests, passengers, or persons under'the control of the
Lessee, and the Lessee shall be liable to the Lessor and shall
forever hold harmless the Lessor from any and all such damange or
loss occasioned to the premises, or any of its other properties
caused by the acts or negligence of the Lessee or any person or
persons whomsoever including but not limited to employees, guests,
passengers, or persons under the control of the Lessee. This
Agreement is for the use of lounge space only, such space to be
used at the sole risk'of the Lessee, and the Lessor shall not be
liable for the care or protection of the premises, appurtenances
or contents, or.for any loss or damage of any kind or nature to
the premises demised, appurtenances or contents, however caused.
There is no warranty of any kind as to the condition of the pro-
perty nor shall the Lessor be responsible for injuries to persons
or property occuring upon the Lessor's property for any reason.
12. LIABILITY. It is expressly agreed and understood
by and between the parties .to this agreement, that the Lessor shall
not be liable for any damage, loss or injury which may be sustained
by the Lessee or other person or for any other damage, loss or
injury resulting from the carelessness, negligence or improper con-
duct on the part of any other Lessee or agents, or employees in or
on or about the said premises.
13. RELEASE. The Lessee does hereby, forever release
and discharge the Lessor, its departments, agencies, agents and
authorized personnel from any and all liability that has or may
result with this lease, and the Lessee's operation hereunder.
14. CLAIMS. The Lessee -shall defend, pay or settle any
and all liability, demands and claims by or in favor of any person
including, but not limited to, the Lessee's agents, servants or
employees, against the Lessor, its departments, agencies, and
authorized personnel arising out of, or in connection with this
lease or the Lessee's operation hereunder, and to .forever hold
harmless the Lessor, its departments, agencies, agents, and personnel
from any such liabilities, demands or claims asserted by any of
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aforedescribed, including cost of suit, attorney's fees, and
any other expenses in connection therewith, and to pay or settle
any claims for the injury, loss or damage to personnel or property
of or under the control of the Lessor arising out of this contract
or the Lessee's operation hereunder.
1S. INSURANCE. The Lessee shall carry and provide during
the term of this contract, at Lessee's expense, liability, pro-
tective and indemnity insurance covering the Lessee's operations,
and such other operations of the Lessee in and about the Lessor's
property, subject to the reasonable approval of the Lessor, and
such other insurance coverage as may reasonably be requested by
the Lessor. Said insurance shall be with a company with a Best's
Insurance Guide, -Latest Edition, rating of A:AAA or better, and a
certificate of insurance shall be furnished the Lessor in an amount
not less that $100,000/$300,000. Any and all of said insurance to
be non -cancellable without a thirty -day written notice of cancell-
ation first being given to the Lessor.
16. INSOLVENT, ETC. If the Lessee shall become insolvent
or if bankruptcy proceedings shall be begun by or against the Lessee
before the end of said term, the Lessor is hereby irrevocable
authorized at its option, to forthwith cancel this lease, as for
a default. Lessor may elect to accept rent from such receiver,
trustee, or other judicial officer during the term of this occu-
pance in their fiduciary capacity without affecting Lessor's rights
as contained in this contract, but no receiver, trustee or other
judicial officer shall ever have any right, title or interest in
or to the above described property by virtue of this contract.
1.7. HEIRS AND ASSIGNS. This contract shall bind the
Lessor and its assigns or successors, and the heirs, assigns,
administrators, legal representatives, executors or successors as
the case may be, of the Lessee.
18. TIME IS OF THE ESSENCE. It is understood and agreed
` between the parties hereto that time is of the essence of this
contract and this also applies to all terms and conditions con-
tained herein.
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19. RIGHTS AND WAIVER. The rights of the Lessor under this
Lease shall be cumulative and failure on the part of the Lessor to
exercise promptly any rights given hereunder shall not operate to
forfeit any of the said rights. Further the Parties agree that
no waiver of a breach at any of=the covenants of this lease by
Lessor shall be construed to be a waiver of any succeeding breach
of the same covenant.
20. SIGNS OR ADVERTISING. It is hereby understood and
agreed that no signs or advertising are to be used in connection
with the premises leased hereunder without first obtaining written
approval of Lessor and/or the Directors of Airports, which consent
will not be unreasonably withheld.
21. ASSIGNMENT, SUBLET. The Lessee shall not assign this
lease, either as an absolute transfer of his title or interest
therein or thereto or as security for a loan, not sublet the pre-
mises, or any part thereof nor use the same, or any part thereof,
nor permit the same, or any part thereof, to be used for any other
purpose than as above stipulated, without the Prior written consent
of the Lessor, which consent will not be unreasonably withheld.
22. TAXES. Should any taxes be imposed upon the premises
involved in this lease, or upon the owner, Lessor, Lessee, oc-
cupant or whomsoever, from any source whatsoever, the same shall
be the responsibility of the Lessee and the Lessee shall pay same
promptly.
23. MAINTENANCE OF PROPERTY. The Lessee agrees to keep
the premises at all times in a clean and sanitary condition and
free of all debris.
24. LIEN. A. The Lessee agrees that the Lessor shall
have a lien against any property of Lessee located on premises
for unpaid sums or to become due and collection for same shall not
be made until• sums become deliquent for the use of the facilities
• or services or for damage caused to any property of the Lessor.
B. Lessee agrees that he will keep the
leased premises and any improvements or alterations that may be
erected thereon at all times free and clear of any and all liens
in anywise arising out of the activities or use thereof by Lessee,
provided, however, the Lessee may in good faith contest the
validity of any lien.
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25. USE OF PROPERTY. The parties agree that Lessee shall
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only use premises to conduct a coffee shop, restaurant and cocktail.
lounge unless specifically agreed otherwise in writing by the
Lessor. The Lessee specifically agrees to keep the coffee shop open
at least one/half hour before the first flight leaving Key West and
one/half hour after last flight arrives in Key West. Further, Lessor
agrees not to allow any other liquor sales to be opened in the
airport facilities.
26. INTEREST. All sums due and payable under this contract
shall bear interest at the rate of 10 per annum From the due date
and until paid i.n full.
27. RESTRICTION. Nothing in this contract shall be con-
strued as granting to Lessee any exclusive right to operate any
concession not expressly granted herein, the Board, specifically
reserving the right to grant to other concessionaries the privileges
not specifically granted herein.
28. Lessor shall provide Lessee with ability to receive
airport terminal announcements. �>
29. Lessee shall not conduct any entertainment within
the premises without prior approval of the Airport Director, which
approval shall not be unreasonably withheld. Nor shall Lessee
allow any display of any art, activity, person or Item without prior
written approval of Airport Director, which consent shall not be
unreasonably withheld.
30. OCCUPATION OF PREMISES. The Lessee shall have right
to possession upon execution of this Lease Agreement. The Rental
payments shall be suspended for 90_days after possession or until
Lessee begins operation of business whichever occurs first.
Whereupon Lessee shall make payments in advance as set forth in
this Lease Agreement.
31.
IMPROVEMENTS TO BE MADE BY LESSEE.
(a) The Lessee agrees to make all improvements
at Lessee's expense as set forth in the Plans and Specifications
prepared by Connell Metcalf and Eddy, dated the 3rd day of November,
1978, together with addendum #1 dated the 15th'day of November, 1.978.
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(b) All of the said Improvement's are to be com-
pleted within 120 days from date of this Lease Agreement. Changes
or variations in the improvements can be made by Lessee upon
approval of Airport Director if good and reasonable cause is shown
to said Director for the changes or variations and such approval
shall not be unreasonably withheld.
(c) The parties agree that upon completion of the
improvements that the Lessee shall be given a credit of $46,500.00
which shall be credited back to the Lessee by giving said Lessee
a credit of $500.00 per month against Lessee's rental payment due
until a total credit of $46,500.00 is given to Lessee. If Lessee
is terminated prior to full credit being given to Lessee and said
termination is not a result of Lessee's fault, then Lessor shall
refund remaining amount however, if termination is the result of
Lessee's fault, then no further refund shall be made.
32. OPTION TO RENEW. The Lessee shall have the option
to Lease the premises described herein for an additional 10 years
at the termination of the original term of thiA*Lease under the
same terms and conditions as contained herein, except as to clause
31 to 34, by giving the Lessor at least 6 months written notice of
Lessee's desire to lease premises for an additional 10 year term,
prior to end of first 10 year term. Failure to give the aforesaid
written notice shall void and/or terminate the -"aforesaid option.
33. IMPROVEMENTS AND ALTERATIONS. The Lessee agrees not
to make any alterations and/or modification to the premises with-
out first obtaining the written consent of the County to do so,
which consent shall not be unreasonably withheld.
34. IMPROVEMENT DEPOSIT. The Lessee shall provide the
following funds:
(a) Deposit $35,000.00 with the Lessor's Clerk to
be used for installation of improvements, per clause 31 above,
within ten (10) clays from the date of execution of this Lease.
(b) $10,000.00 shall be expended by Lessee within
ten (10) days for deposit for/or purchase of equipment or materials
needed to initiate the improvements herein.
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(c) deposit $5,000.00 in a local bank for use as daily operating
funds to complete improvements.
The Clerk shall place the $35,000.00 in an appropriate account
upon which the Lessee can draw upon as improvements are completed.
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Lessee shall submit all requests for draws from said account to the
Airport Director who shall forward same to the Clerk for payment.
Whereupon the Clerk shall issue an appropriate warrant to pay
Lessee's request. Said funds shall be used only for said improve-
ments. Any balance thereof remaining after completion of the improve-
ments set forth in clause 31 shall be and remain the property of
Lessee, free and clear of any further claim or restriction by Lessor.
The Lessee shall have total control over said remaining funds and
the Clerk shall issue a warrant payable to Lessee for said remain-
ing funds. If Lessee fails to complete work within 120 days the
Lessor shall have the right to complete improvements, and deduct
cost thereof from the aforesaid account.
35. LIQUOR LICENSE. That the Lessor shall cause the transfer
for the retail liquor license 6 COP NO. 54104 from a third party to
the Lessee upon the execution and delivery of this lease. That said
retail liquor license shall not be transferred from the present
location, namely, Key West International Airport, Key West, Florida.
Further, that in the event this lease shall expire or shall be ter-
minated by reason of violation or non-performance by the Lessee of
any of the covenants, agreements, and/or conditions herein the
Lessee agrees to execute whatever documents may be required to trans-
fer the said retail liquor license to the Lessor, or to such person
or persons as Lessor may designate. Further, it being fully under-
stood and agreed by and between all parties to this lease, that said
retail liquor license has not been sold to the Lessee but merely
transferred to him during the period of this lease, or until this
lease is terminated by reason of violation or non-performance by the
Lessee of any of the covenants, agreements and/or conditions herein,
or until assigned as a part of any assignment, pursuant to clause
21 herein.
36. ACCESS. Lessor will provide access to Lessee from
premises leased directly into the airport terminal area.
Page 10 of 11 Pages
37. BATHROOMS. Lessee shall be allowed access and use
of existing bathroom facilities during airport hours.
DATED at , Monroe
County, Florida, the day and year first above written.
COUNTY OF MONROE, STATE OF FLORIDA
Clerk
WITNESSETH:
By
Mayor and Chairman of the Board
of County Commissioners of Monroe
County, Florida
Les-sor
Lessee
'Pr
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