Resolution 016-1981RESOLUTION NO. 16-1981
RESOLUTION AUTHORIZING THE CHAIRMAN OF THE BOARD OF
COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, TO
EXECUTE SETTLEMENT AGREEMENT BY AND BETWEEN DAVID M.
DILL AND THE BOARD OF COUNTY COMMISSIONERS OF 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 authorized to execute a Settlement
Agreement by and between David M. Dill and the Board of County Com-
missioners of Monroe County, Florida, a copy of same being attached
hereto.
Passed and adopted by the Board of County Commissioners of
Monroe County, Florida, at a regular meeting of said Board held
on the 27th day of January, 1981.
BOARD OF COUNTY COMMISSIONERS OF
MONROE COU TY, FLORIDABy
Ma r hairman
(Seal)
Attest: _
Clerk
v�
S E T T L E M E N T A G R E E M E N T
pWHEREAS, the County of Monroe of the State of Florida
('hereinafter "County") and David M. Dill (hereinafter "Dill")
a._resident• of. the City of Key -west, located in the aforesaid
Coull,ty, h?ve been, and. are, parties to certain matters now
pendi.7T..1.i�•:i:gat-ion acid regarding the application, enforceabil-
ity, possilS'-1e existence-'af default, and validity of a certain
lea::,e docunie`nt executed between the parties and conveying to
Dz a �ieasehold in and -to the certain real property:and prom-
is,s knol.n to the parties as the Airport Restaurant and Lounge,
lo-.,--ited in the 'A,onroe County .Airport, ,situated in the City of
Key ,'est... Florida; and specifically being cases No. 79-767-
CA-07 in tha,,Circuit Court of the 16th Judicial Circuit in and
for Morir-,)e Count-;, Florida.and No. 80-138-CC in the County
Court o the...161:I. Judicial Circuit in and for Monroe County,
Florida, and others; and
-VI-IEREAS, said.•.County and Drill are desirous of forevc.r
and complc:.tc•ly Settling the aforesaid disputes, litigation,
• i
and all issues arising therefrom to the, greater benefit of
each Ltnd,_tha'ticitize.ns of Monroe County and
WHEREAS, the parties hereto, either individually or
through t.heiir duly authorized representatives, have met, made
fulrl disclosure of all relevent matters each to the other,
an,, negotiated the following terms and conditions in a. good
faith effort to attain'the desired settlement, aforesaid;
NOW THEREFORE, in consideration of the faithful
perf_ormance.'by the parties of the respective promises,
covenants, and obligations devolving to each hereunder,
the parties hereto PROMISE, COVENANT, AND AGREE as follows:
Page 1 of 6 Pages
,-.•dam
1. "The.'aforesaid LEASE AGREEMENT, by and between the -parties
a'
hereto and.heh-etofore the subject of the aforesaid disputes
and lit'igation.between the parties hereto, is, and shall
hereafter be deemed to be, duly executed and in full force
and effect in all of it.s terms and conditions, save and except
as the same shail be'modified herein.. To the extent that the
terms."of_ this SETTLEMENT AGREEMENT shall modify, be inconsis-
ter.t with, or confIict'with the terms.. of the said LEASE
AGREEMENT,., -tie terms of this SETTLEMENT AGREEMENT shall govern
and pre_va41:1
2. The parties acknowledge the existence o.f inflation at the
rate of twelve percent (12%) per year/per year during the two --
years since Dill offered, and County accepted, Dill's bid,
recogniz'Yng:�.4ts impact upon the necessary construction costs
to conform to the construction requirements of the original
agreement be.tiaeen them; and the terms of the resulting lease .
agreement, aforesaid:. To compensate Dill, in part, for the
said impact, on such construction costs in. improving the.lease-
held premi.ses, County herewith agrees to apply the inflation
factor of`•twelve percent per year/per year to the amount to
be credited A-c Dill by•County_under the,terms of Item 31 of
the lease agreement, thus increasing said amount by the sum
of thi.rteen thousand and fifty dollars ($13,050), from
forty-six thousand,. five hundred dollars ($46,500)-to fifty-
seven, thousand, five hundred and fifty dollars ($57,550).
The amount of this in.crease,($13,050) shall. be paid
by Clounty to Dill, in cash, contemporaneously with the com-
mencement of -'the construction of the leasehold improvements
Page 2 of 6 Pages
con te"MtFi' 'te 1in the aforesaid lease agreement and herein,
or s.kall, at. the election of County, conveyed to Dill upon
the-executid"n hdreof, be credited against Dill's leasehold
rental payment as provided at Article 31(c) of the aforesaid
lease agr•eem.ent in the -form of an additional monthly credit
oT two huUdred .and fifty dollars ($2S0.00) per month.. To
the�eKtei-1 that the monthly credits provided for at Article
31af' Elie, skid leases agreement, together with the addition-
al credit provided for herein, shall exceed the rental obliga-
tion provided at Article.2 of.said lease agreement for any
given-month,'Dill shal.l.be additionally credited with such
excess (or any accumulated excesses),; against the next month's
or successive months' rental payment(s) until such excess(es) +
shall he absorbed.,
In the event that.County shall elect to credit Dill.
as set forth in this article, the remaining and reducing unpaid
balance of this additional credit shall bear interest at the
rate of tlie',highest lawful rate of interest as allowed by State
of Ploridai� law governing: municipal..or public boards as of .the
date of JLr`uary '41,7, 1*981, Article 26 of the lease agreement
notwithstanding. Such interest shall lie compounded annually
and included in the additional $250 monthly credit set forth
herein, the balance of such monthly credit being applied to
redAice the principal sum. Any unpaid balance of the princi-
pal� amount of the additional credit provided for herein shall
be paid by County to Dill upon the expiration of the initial
ten-year term of.the'lbase' agreement,or upon the termination
of said greement.'for any reason whatsoever. The first of
said.payments and any interest thereon shall begin accruing
thirty (30) day.5 from the effective date of this Agreement.
Page 3 of 6 Pages
The., parties hereto stipulate that as a result of County's
ini-tial refusal to execute the lease agreement in June of
1J'9,'and -the subsequent disputes and litigation between the
parties, . Di-.11, has incurred. legal fees, costs, . and expenses in
excess of forty-three thousand dollars ($43,000), and will need
to barrow a like amount to meet his construction and deposit
"
oblig�iti,';gns"to County.under the terms of Articles 31(a) and 34
of the -lease.. agreement, and the subsequent conversion of this
construction loan to a mortgage at prevailing interest rates.
i
In consde-ration of Dill's waiver, granted herewith, of any
claim he mdy.now have or assert against'County arising out of
r
this necessary borrowing, and the resulting interest costs and
expenses, County herewith grants to Dill, in addition to the
ten-year. renewal option provided at Article 32 of the lease
agreeient, a second and subsequent renewal option.of an addi-
tional thirty (30) months. upon the same terms and conditions
sit forth - in said Article 32, which option sha11 be subject to
notice.at'.-iQa.st six months prior to the end of the first re-
n.:•wal term, rind which option shall fail entirely in the event
Dill sliail fail to exercise the first renewal option. In
further"consideration of Dill's aforesaid waiver and forebear-
ance, County herewith grants Dill th.e.right, subject to the
approval of the Airport .Director(s) and the Federal Aviation
Administration, at Dill's expense and without liability to the
.County,.in conformance with any County building code then in
effect, to make further ,leasehold improvements to the leased
premises including,.but not limited'to, the construction of
storage and office space.to,the east of the existing building;
the•coiistruction of an observation deck, lounge, or other .facil-
ity above the existing leasehold premises; the construction of
Page 4 of 6 Pages
a covered-tytlkway between the leasehold premises and any
terminal?facilities to -the east thereof, and specifically to
the existing PBA terminal, not withstanding the fact that such
additioriai leasehold improvements may increase the.area
. o
demised. 'Ally such leasehold improvements shall not obstruct
or impe.de.any access routes or emergency routes now in existence
and ,such leasehold'imprbvements shall be subject to the approval
Of the'Director of Air•.po'rts for Monroe County, which approval
shall .not' b`1 .unreasonably withheld in accordance with this
Agreement':.J—!iy such leasehold'improvements actually
made by., -.Dill -during the term of this lease agreement and any
renewals thereof shall be., and become,.a part of the demised
premises and shall. revert.to County uDo.n the termination. of' _
the lease agreement for any reason whatsoever.
In -VIhe..event that County shall determine to construct
such ,a connecting walkway or other connecting structure to
the east, Dill herewith'.agrees that air passeiigers and the
general public, shall have ingress and egress through the existing
east door of -the leasehold premises or any extension, replace-
ment of, or':'improvement thereto,'and'shall have access to. and
from the existing terminal from the leasehold premises during
all time peripds .
descr,ibed in Article"2a of the lease agreement.
_t
4. The impro�venient deposits required -at Article 34 of the
lease agreement shall. be made not later than thirty days .from
the c�ay of the dismissal.of-the aforesaid pending litigation
in which -County is Plaintiff. Dill shall have 150 days from
the day of deposit to substantially complete the requisite -
leasehold improvements. Honoring the request of County's Committee
of One, made during negotiation of thi"s a.greemen.t, upon the
approval of the Airport Director, and. during the term of
Page 5 of 6 Pales
a.
c;tirt•'ii-ctdcj , Dill will open temporary facilities .and such
usable.recon.structed areas.as may be feasible.
S. The lease term,. as set forth at Article 1 of the lease
agreement, and the date for initial payment of rent and any
requested deposits other than those provided at Article 34
sha,1l ca„imence the completion date set forth in Article 4
herein,unless sooner,.terminated in,accordance with the lease
agreement.:.
6. The`p.arties hereto will dismiss the litigation respect-
ively -initiated by each, with prejudice.
7. The terms• o-f -this agreement shawl 'be binding upon the
p rties l.er.eto, their successors, transferrees, .legal .represent -
a Ives, he.ir.5, assigns, or corporations created by For
p urpos--es of fulfilling the aforesaid lease agreement.
I`, WITNESS WHEREOF, the parties hereto have executed,.
or caused: the execution, of, thi.s settlement agreement at Ivey
West,•Countj, of. Monroe. and State of Florida, effective this
31st day '.of 'January, 1931, and at the dates shown at the
respective execut'iorns below.
WITNESSETH:'.
• COUNTY OF MONROE, STATE OF
FLORTDA
Clerk {
/ ,M- y o r and C a rman o I)atc)
Ae Board of County
Commissioners of Monroe County,
- Florida
(SEAS) Page 6 of 6 Pages