01/19/2005 Agreement
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
February 4, 2005
TO:
Peter Horton, Manager
Monroe County Airports
ATTN:
Bevette Moore
Airport Business Administrator
Pamela G. Hanc~
Deputy Clerk t1
FROM:
At the January 19, 2005, Board of County Commissioner's meeting the Board granted
approval and authorized execution of a Lease Agreement, as revised, between Monroe County
and the City of Marathon for 55,363 square feet of land at the Florida Keys Marathon Airport in
order for the City to build a new fire facility at the Airport to provide emergency fire and rescue
services to the Airport and surrounding community.
Enclosed is a duplicate original of the above-mentioned for your handling. Should you
have any questions please do not hesitate to contact this office.
cc: County Administrator w/o document
County Attorney
Finance
Filel
LEASE AGREEMENT BETWEEN
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
AND THE CITY OF MARATHON
THIS LEASE ("Lease") made this I!i ~ay of J.4f'~ , 200 ::-;,t;;, and between the
Monroe County Board of County Commissioners (the "County"), having an address at 1100
Simonton Street, Key West, Florida 33040 and the City of Marathon (the "City"), having an address
at 11045-55 Overseas Highway, Marathon, Florida 33050.
WIT N E SSE T H:
WHEREAS, the County is the owner of a certain parcel of land (the "Land") with
improvements thereon, known as the Florida Keys Marathon Airport (the "Airport") as more fully
described on the survey attached hereto as Schedule A-I; and
WHEREAS, the City operates the Marathon Fire Station that is currently located on the
Land; and
WHEREAS, the City desires to lease approximately 55,363 square feet ofthe Land in order
to build a new fire facility (the "Premises") as more fully described on the legal description attached
hereto as Schedule A-2; and
WHEREAS, the County and the City have conceptually agreed to the construction of a new
fire facility ("Fire Facility") at the Airport to provide emergency fire and rescue services to the
Airport and surrounding community.
NOW, THEREFORE, in consideration ofthe covenants and agreements herein contained, the
County does hereby demise and lease to the City and the City does hereby lease from the County the
Premises under the following terms and conditions:
1. TERM.
/ (a) Initial Term. The term ofthis Lease shall commence on ..J-'lrJ ((/ ,
200---2 (the "Commencement Date") and shall expire on the thirtieth anniversary of the
Commencement Date, unless sooner terminated in accordance with the provisions hereof (the "Initial
Lease Term").
(b) Extension. The City or the County, at its election, shall have the option to
extend the Initial Lease Term (the "Extension Option") for ten (10) successive periods (the
"Extension Period") of five (5) years each. Either Party shall give the other written notice of its
election to extend the Lease Term not less than two (2) months prior to the expiration ofthe Initial
Lease Term or the expiration of any applicable Extension Period. The Initial Lease Term, together
with any Extension Period(s) by which the Initial Lease Term is extended, are hereinafter
collectively referred to as the "Lease Term".
(c) Holdover. Should the City hold over in possession after the expiration ofthe
Lease Term or any applicable Extension Period, such holding over shall not be deemed to extend the
Lease Term or renew this Lease, but the tenancy thereafter shall continue as a month-to-month
tenancy upon the terms, conditions and covenants set forth herein.
(d) Lease Year. As used in this Lease, the term "Lease Year" shall mean each
period of twelve (12) consecutive calendar months during the Lease Term commencing on the
Commencement Date.
2. USE OF PREMISES. The Premises are leased to the City for the purpose of housing
a fire facility, the provision of fire services, and related governmental operations and shall be used
for such purposes only. The City, at the City's expense, is authorized to construct a new fire facility
on the Premises, (the "Fire Facility"). The Fire Facility must be built in conformity with the
applicable building codes. Before commencing construction, the City must obtain development
approvals, building permits and any other approvals that are required by the governmental entities
having jurisdiction over the Fire Facility. When the Fire Facility is complete, the City must furnish
the Marathon Airport Director a copy of the City issued Occupancy Certificate. The City will have
all building and planning permitting responsibility over the Fire Facility.
The City agrees to house the Airport's fire and rescue apparatus, to provide customary fire
protection and rescue services, and respond to any and all emergency situations on the Land, all in
accordance with the rules and regulations ofthe Federal Aviation Authority (the "FAA"), and will
provide the level of service required for air operations to meet FAA Part 139 (the "Fire Services").
On a quarterly basis, the City shall provide to the County all Fire Services reports as required by
FAA rules and regulations.
3. RENT. The City shall pay the County as rent for the Premises, during the Term of
this Lease, a yearly amount ofTen and No/OO Dollars ($10.00), which shall be payable on the 1st
day of each calendar year and every year thereafter without any prior demand therefore and without
any deduction or setoff whatsoever. If the yearly payment of rent is not received by the County
within seven (7) days from the date it is due, a late fee often percent (10%) of such payment shall be
payable to the County as additional rent. All rent due the County under this Lease shall be payable
at the address ofthe County as provided to the City unless the County shall notify the City in writing
of any change.
Should the City cease to provide the Fire Services, the City may vacate the Premises and
terminate this Lease in accordance with Section 13 below.
4. CITY CREDIT.
(a) At such time as the County starts collecting landing fees from FAA Part 121 Air
Carriers, the City may provide notice to the County that the City requires a re-evaluation of
compensation due the City for the Fire Services rendered under this Lease (the "Credit Trigger
Notice"). Within forty-five (45) days of the County's receipt ofthe Credit Trigger Notice, the City
and the County shall mutually agree upon a fair market valuation, on a yearly basis, of the Fire
Services provided by the City, over and above the Premises Value (the "City Credit"). The City
Credit will then be paid by the County to the City in equal monthly installments commencing on the
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next full month after the City Credit is established and as otherwise provided for in Subsection (c)
below.
(b) Payment. The City Credit shall be payable in monthly installments, each
equal to I /12th of such annual City Credit. All monthly installments of City Credit shall be payable
in advance, on the first day of each calendar month, to the City at the address given by the City to the
County. The County shall also pay the sales tax, if any, on the City Credit, to the City, who shall be
responsible for remitting same to the Florida Department of Revenue. The City Credit shall be paid
without notice or demand and without set-off or deduction of any kind or nature and without
abatement except as otherwise specifically provided herein.
( c) Real Estate Taxes. The Premises is exempt from real property taxes, however,
should the Premises for some reason be deemed non-exempt from real property taxes at any time
during the Lease Term, the parties shall negotiate the manner of payment for the sum attributable to
the Premises.
5. REPAIRS AND MAINTENANCE OF THE FIRE FACILITY. The County shall
deliver the Land to the City in "As-Is, Where-Is" condition. It shall be the City's responsibility to
construct the Fire Facility specified in Section 2 above. During the Lease Term, the City, at its
expense, shall maintain in a first-class condition, the Fire Facility, including, without limitation, the
elevators, plumbing, air conditioning, mechanical, life safety, heating and electrical systems and
Roof and shall keep the Fire Facility and all landscaping, parking areas, sidewalks, curbs and
passageways within the Fire Facility in good and clean order and condition, subject to reasonable
wear and tear, and shall make all repairs thereto, whether structural or non-structural, interior or
exterior, ordinary or extraordinary, foreseen or unforeseen.
6. INSURANCE.
( a) The City and the County agree to insure or self insure their respective interests
in connection with personal injury, death and personal property damage to the extent each deems
necessary or appropriate.
(b) The City shall require any subcontractor performing the Fire Services
contemplated in this Agreement to maintain throughout the duration of this Lease the following
Insurance:
(i) Commercial general liability in the amount of$l ,000,000 per occurrence
for bodily injury and property damage. This policy must include coverage for contractual liability and
specifically cover the indemnity set forth in this Lease. The County shall be named as an additional
insured on this policy.
7. REPAIRS AND MAINTENANCE OF EOUIPMENT. The City shall be
responsible for the daily maintenance and care of the equipment and other personal protection
equipment used in performing the Fire Services. Any repairs or replacements of equipment or other
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personal protection equipment used by the City in performing the Fire Services, shall be at the
County's expense.
8. UTILITIES. The County shall not be required to contract for or furnish to the
Premises, for the benefit of the City, any utility services of any kind, such as, but not limited to
water, steam, gas, electricity, light or power. The City shall contract for and pay all amounts and
charges for such services directly to the supplier of such service.
9. CONSTRUCTION: OWNERSHIP OF IMPROVEMENTS. The City shall construct
the Fire Facility that will be adequate, in the City's sole discretion, to enable the City to perform the
Fire Services as required in Section 2 above. All improvements made by the City at any time to the
Premises during the Lease Term shall be and remain the property of the City. The City may, upon
the expiration or earlier termination of this Lease, remove any of the City's furniture, business
machines, kitchen equipment and appliances, equipment, trade fixtures, and vaults purchased or
installed in the Fire Facility, at the City's expense, so long as such removal does not cause structural
damage to the Fire Facility.
10. DAMAGE OR DESTRUCTION.
(a) Repair or Termination. Subject to the City's options to terminate hereinafter
provided, if during the Lease Term, the Premises or any portion thereof is damaged by fire,
earthquake, hurricane or other casualty or peril, the City shall have the option to repair or rebuild the
Premises to the condition at least equal to that existing immediately prior to said damage. Ifthe City
does not elect to repair or rebuild the Premises the City may elect, upon ten (10) calendar days notice
to the County, to terminate this Lease pursuant to the conditions contained in Section 13 below. The
City shall be responsible for the demolition and removal of debris in connection with such
termination due to casualty or peril as described in this section.
(b) Abatement of Rent. The County's obligation to pay the City Credit shall be
abated during the period commencing with the date of the casualty and continuing until all repairs
are completed.
11. CONDEMNATION. In the event of any taking of or damage to all or any part ofthe
Premises by reason of any exercise of the power of eminent domain, whether by a condemnation
proceeding, inverse condemnation or otherwise, or in the event of any transfer, conveyance, or sale
of all or any part ofthe Premises made in lieu of an exercise ofthe power of eminent domain (all of
the foregoing being hereinafter referred to as "Appropriation") prior to or during the Lease Term, the
rights and obligations ofthe County and the City with respect to such Appropriation, each time there
is an instance of such Appropriation, shall be governed by the following provisions:
(a) Appropriation of All of the Premises. In the event of Appropriation of all of
the Premises, this Lease shall terminate as of the date of such Appropriation. The date of
Appropriation shall be the date upon which the condemning authority takes possession of the
Premises or the date upon which the City is required by the condemning authority to commence
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vacating the Premises or any portion thereof as a result of such Appropriation, whichever date shall
first occur.
(b) Appropriation of Less Than All of the Premises. In the event of
Appropriation ofless than all of the Premises, subject to the City's right to terminate as set forth in
Subsection (b)(i) below, this Lease shall continue in full force and effect, except that as to the
portion of the Premises so appropriated this Lease shall terminate as of the date of Appropriation.
(i) City's Right to Terminate. If the Appropriation shall render all or a
substantial portion of the Premises unavailable or unsuitable in the City's sole opinion to continue
the City's normal use ofthe Premises, the City shall have the right to terminate this Lease. Exercise
of such right by the City shall be made by written notice to the County on or before thirty (30)
calendar days after the date of the City's receipt of written notice of Appropriation. Any such
termination shall be effective as of the date of the Appropriation.
(ii) Restoration of Premises. Ifthis Lease is not terminated by the City as
a result of any Appropriation, the County will restore the remainder ofthe Premises as promptly as
reasonably practicable to as close to the same condition (as circumstances permit) as existed
immediately prior to the Appropriation.
(c) Damages. Notwithstanding the foregoing, the City shall have the right, in its
sole discretion, to bring and maintain a separate action for damages against the condemning
authority. In the event the county is advised by a condemning authority of the authority's intent to
institute proceedings and the county enters into any type of pre condemnation settlement
negotiations which purpose is to determine the appropriate level of damages to be awarded, the
county agrees that the city is an indispensable party to the negotiations. The city and the county
agree that each party shall bear any costs associated with any negotiations pursuant to this subsection
and may seek reimbursement from the condemning authority. The city and county agree that each
shall be solely responsible for the conduct of its negotiations and each shall have sole authority to
enter into an agreement with respect to its damages. The city and the county agree that in any
proposed settlement, the amount ofthe settlement to be awarded shall be specific as to the city and
as to the county and the payment shall be made directly to the city and the county.
(d) Temporary Taking. If all or any portion ofthe Premises shall be condemned
or taken for governmental occupancy for a limited period, the City shall have the right, in its sole
discretion, to terminate this Lease. If the Lease is not terminated by the City, the City shall be
entitled to receive the entire award therefor (whether paid as damages, City Credit or otherwise)
unless the period of governmental occupancy extends beyond the expiration of the Lease Term
(including all Extension Periods) in which case the County shall be entitled to such part of such
award as shall be properly allocable to the cost of restoration of the Premises to the extent any such
award is specifically made for such purpose, and the balance of such award, if any, shall be
apportioned between the County and the City as of the date of expiration ofthe Lease Term. Ifthe
termination of such governmental occupancy is prior to the expiration ofthe Lease Term, the City
covenants, to the extent an award has been made to the City for the purpose of restoring the
Premises, to restore the Premises as nearly as possible to the condition in which they were prior to
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the condemnation or taking and the City shall use such award for such purpose, provided that the
County will make available to the City any award made to the County for restoration.
(e) Notice of Appropriation. Promptly after obtaining knowledge thereof, the
County or the City, as the case may be, shall notify the other of any pending or threatened
Appropriation affecting the Premises. Neither the County nor the City shall make any voluntary
agreement with the appropriating authority which would affect any award to which the other party
might be entitled as a result of such Appropriation without the prior written consent of the other
party.
12. QUIET ENJOYMENT. The City, upon the performance by it of all of the material
obligations imposed upon it pursuant to the terms of this Lease, shall at all times during the Lease
Term peaceably and quietly enjoy the Premises and all appurtenances without any unreasonable
disturbance from the County or from any other person claiming through the County, and the County
shall defend same.
13. SURRENDER UPON TERMINATION: CONDITION UPON TERMINATION. On
the last day of the Lease Term, or upon the sooner termination hereof, the City shall surrender the
Fire Facility to the County. All personal property of the City, including the furniture or movable
trade fixtures which remain the property of the City pursuant to Section q above (to the extent the
removal of such personal property does not effect the structural integrity ofthe Fire Facility), shall
be removed by the City on or before the last day of the Lease Term or, if the Lease is terminated
sooner, within three (3) months after such termination.
14. ASSIGNMENT AND SUBLEASE. The City may not assign its interest under this
Lease or sublet all or any portion ofthe Premises upon the County's prior consent, which shall not be
unreasonably withheld or delayed.
15. CITY'S DEFAULT. Each of the following events shall be considered an event of
default by the City under this Lease (an "Event of Default"):
(a) Monetary. Failure by the City to make a payment of any Rent payable under
this Lease, or any part thereof, as and when due and payable; provided, however, that the City shall
have ten (10) days after written notice from the County of such default to cure such default; or
(b) Non-Monetary. Failure by the City to perform or comply with any of the
obligations, covenants, agreements, terms or provisions contained in this Lease (other than those
specified in Subsection ( a) above); provided, however, that the City shall have fifteen (15) days after
written notice of such default from the County to cure such default; provided further that if such
default cannot be cured with reasonable diligence within such thirty-day period, the time within
which to cure such default shall be extended for such time as may be necessary to cure such default
with all reasonable diligence.
16. COUNTY'S REMEDIES. Upon the occurrence of an Event of Default, and at any
time thereafter during the continuance of such Event of Default without cure, the County shall give
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written notice to the City specifying such Event(s) of Default and stating that this Lease and the
Lease Term shall terminate on the date specified in such notice, and except as otherwise herein
provided, this Lease and the Lease Term and all rights ofthe City under this Lease shall terminate on
said date. Upon any such termination ofthis Lease, the City shall quit and peacefully surrender the
Premises to the County.
17. COUNTY'S DEFAULT.
(a) Monetary. Failure by the County to make a payment of any City Credit
payable under this Lease, or any part thereof, as and when due and payable; provided, however, that
the County shall have ten (10) days after written notice from the City of such default to cure such
default; or
(b) Non-Monetary Default. Ifthe County shall be in default under this Lease for
a period of more than ten (10) calendar days, the City may cure the County's default at the expense
of the County if such default continues for a period of ten (10) calendar days after the date of the
giving by the City to the County of notice of the City's intention to cure the County's default;
provided, however, that in the case of a default which for causes beyond the County's reasonable
control (financial inability excepted) cannot with due diligence be cured within the 1 O-day period,
such 1 O-day period shall be deemed extended ifthe County: (a) shall immediately upon the receipt
of the City's notice, advise the City of the County's intention to institute all steps necessary to cure
the County's default, and (b) shall institute and thereafter with reasonable dispatch prosecute to
completion all steps necessary to cure the default.
(c) Right to Terminate. Notwithstanding the foregoing, if any default of the
County shall continue for more than a period of thirty (30) calendar days and shall substantially
interfere with the City's use or occupancy ofthe Premises, the City shall (without limiting any other
remedies ofthe City hereunder, including, any right of offset or damages) have the right to terminate
this Lease.
(d) Sums Payable on Demand. Any sums payable by either party to the other as a
result of a default shall be paid on demand, and with respect to any sums payable by the County to
the City, if not paid within ten (10) calendar days after receipt of written demand shall be credited to
or deducted from, as applicable, the next monthly installments of City Credit and Additional Rent
payable hereunder.
18. CITY'S/COUNTY'S REMEDIES NON-WAIVER. No failure by the County or the
City to insist upon the strict performance of any covenant, agreement, term or condition of this
Lease, or to exercise any right or remedy consequent upon a breach thereof, and no acceptance or
payment of full or partial City Credit during the continuance of any such breach, shall constitute a
waiver of any such breach or of such covenant, agreement, term or condition. No waiver of any
breach shall affect or alter this Lease, but each and every covenant, agreement, term and condition of
this Lease shall continue in full force and effect with respect to any other then existing or subsequent
breach thereof.
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19. CUMULATIVE REMEDIES. Each right and remedy of the County and the City
provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy
provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise,
and the exercise or beginning of the exercise by the County or the City of anyone or more of the
rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by
statute or otherwise shall not preclude the simultaneous or later exercise by the County or the City of
any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in
equity or by statute or otherwise.
20. LAWFUL PURPOSE: ENVIRONMENTAL LAWS AND CONDITIONS. The City
hereby covenants and agrees that during the Lease Term the Premises shall be used exclusively for
lawful purposes, in accordance with the laws, rules, regulations and ordinances (collectively,
"Laws") ofthe United States, the State of Florida and the City of Marathon, and all agencies of the
foregoing, relating to the use and occupancy ofthe Premises and the conduct ofthe City's business
thereon, including without limitation all Laws relating to health, nuisance, fire, highway, sidewalks
and the environment, inclusive of Environmental Laws as defined below. The City shall not use,
suffer or permit any person to use the Premises for any purpose or use in violation of any applicable
law, ordinance or other governmental regulations, including but not limited to Environmental Laws,
or for any immoral or unlawful purposes whatsoever. The City shall not suffer or permit an
Environmental Condition caused by the City subsequent to the date hereof to persist, once
discovered, and same shall be cured within a reasonable time.
To the extent authorized by Section 768.28 Florida Statutes, the City hereby agrees to
defend, indemnify and hold harmless the County, and its successors or assigns, from and against all
claims, liabilities, damages and expenses (including reasonable attorneys' fees) relating to or arising
out of any Environmental Condition at or relating to the Premises to the extent such Environmental
Condition arises during the Lease Term but only to the extent such Environmental Condition was
caused by the act or omission of the City, its contractors or agents subsequent to the date hereof.
For the purposes of this Lease:
"Environmental Laws" means any and all federal, state, local or municipal laws, rules,
orders, regulations, statutes, ordinances, codes, guidelines, policies or requirements of any
governmental authorities regulating or imposing standards of liability or standards of conduct
(including common laws) concerning air, water, solid waste, Hazardous Materials (as hereinafter
defined), worker and community right-to-know, hazard communication, noise, resource protection,
subdivision, inland wetlands and watercourses, health protection and similar environmental, health,
safety, building, and land use concerns as may now or at any time hereafter be in effect.
"Environmental Condition" means a condition of the soil, surface waters, groundwaters,
stream sediments, air and similar environmental media both on and offthe Premises resulting from
any activity, inactivity or operations occurring on the Premises, that, by virtue of Environmental
Laws, (i) requires investigatory, corrective or remedial measures and (ii) comprises a basis for
claims against, demands on or liabilities ofthe County or the City. Environmental Conditions shall
include those conditions identified or discovered before or after the expiration or earlier termination
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of this Lease, resulting from any activity, inactivity or operations whatsoever after the
commencement but before the expiration or earlier termination ofthis Lease. Notwithstanding any
of the foregoing terms to the contrary, "background levels" as hereinafter defined, shall not be
deemed to be Environmental Conditions. As used herein, "background levels" shall mean
concentrations of regulated substances in the ambient air, soil or water in the vicinity of the
Premises, introduced by natural phenomena or historic uses in the area and not materially changed,
either in kind or concentration, by the City's use of the Premises during the Lease Term, provided
that the governmental agencies having authority to regulate such conditions have not elected to
require remediation of same as of the termination of this Lease.
"Hazardous Materials" means any petroleum, petroleum products, fuel oil, derivatives of
petroleum products or fuel oil, explosives, reactive materials, ignitable materials, corrosive
materials, hazardous chemicals, hazardous wastes, hazardous substances, extremely hazardous
substances, toxic substances, toxic chemicals, radioactive materials, medical waste, biomedical
waste, infectious materials, any other element, compound, mixture, solution or substance which may
pose a present or potential hazard to human health or safety or to the environment and any substance
defined by a local, state or federal agency to be a hazardous substance.
It is understood and agreed that the intent of this Section is not to expand the limitations on
use of the Premises set forth in Section 2 of this Lease. This indemnification shall survive the
expiration or termination of this Lease for a period of three (3) months from such expiration or
termination.
21. SIGNAGE: SATELLITE DISH AND COMMUNICATION ANTENNAS. The City
shall have the right to place one or more signs upon the Premises, which shall be of materials and
design selected by the City in its sole discretion. All signage installed by the City shall comply with
all applicable governmental requirements. The City shall have the right to install a satellite dish and
communication antennas upon the Premises, provided such satellite dish or antennas shall comply
with all applicable governmental requirements.
22. SUBORDINATION: ATTORNMENT. This Lease shall be subject and subordinate
to all mortgages which presently affect the Premises and each and every ofthe advances which may
hereafter be made thereunder, and to all renewals, modifications, consolidations, replacements and
extensions thereof; provided, however, that such subordination is expressly contingent on the
delivery by the County of a non-disturbance agreement from any mortgagee to whose interest this
Lease is subordinate, which shall provide that the rights ofthe City hereunder shall not be disturbed
so long as the City is not in material default hereunder. In confirmation of such subordination, the
City shall execute promptly, without cost or charge, any instruments or certificates that the County
may reasonably request confirming such subordination.
This Lease shall not terminate or be terminable by the City by reason of foreclosure of any
mortgage or sale in lieu thereof which may now or hereafter affect the Premises. The City agrees to
attorn to any mortgagee or purchaser at a sale in lieu of foreclosure, as the case may be; provided,
however, that the City shall have no obligation to pay any sum due hereunder to such mortgagee or
purchaser, until given notice of the transfer and acceptable proof thereof.
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23. NOTICE OF LEASE. The County and the City agree that this Lease shall not be
recorded. At the option of either party, the County and the City shall execute a short form of notice
of lease for recording purposes, which shall be subject to approval of respective counsel for the
County and the City.
24. NOTICE. Any notice under this Lease must be in writing and must be sent by
overnight express or by registered or certified mail to the last address ofthe party to whom the notice
is to be given as designated by such party from time to time in writing. the County and the City
hereby designate the following as their respective addresses:
If to the County:
With a copy to:
If to the City:
With a Copy To:
Monroe County Airport Business Manager
Key West International Airport
3491 S. Roosevelt Boulevard
Key West, FL 33040
Attn: Bevette Moore
John R. Collins, Esq.
Monroe County Attorney
1100 Simonton St.
Room 2-205
Key West, FL 33040
City Manager
City of Marathon
10045-55 Overseas Highway
Marathon, FL 33050
John R. Herin, Esq.
Steams Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
Museum Tower
Suite 2200
150 West Flagler Street
Miami, Florida 33130
Notice shall be deemed given and received on the date of delivery to the addressee, whether
or not accepted.
25. CITY'S REPRESENTATIONS AND WARRANTIES.
(a) Assurance Against Discrimination. County and City agree 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 ofthe court order.
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County and City agree 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 of1975, 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 patent 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) Momoe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases of race,
color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or
expression, familial status or age; and 11) any other nondiscrimination provisions in any Federal or
state statutes which may apply to the parties to, or the subject matter of, this Agreement.
(b) That in the event of breach of any ofthe 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 procedures of Title 49, Code of
Federal Regulations, Part 21, are followed and completed including exercise or expiration of appeal
rights.
(c) It shall be a condition of this lease that the County reserves unto itself, its
successors and assigns, for the use and benefit of the public, a right of flight for the passage of
aircraft in the airspace above the surface ofthe 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 know
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 City expressly agrees for itself, its successors and assigns, to restrict
the height of structures, objects ofnatural growth and other obstructions on the Land to such a height
so as to comply with Federal Aviation Regulations, Part 77.
(e) That the Lessee expressly agrees for itself, its successors and assigns, to
prevent any use of the hereinafter described real property which should interfere with or adversely
affect the operation or maintenance of the airport, or otherwise constitute an airport hazard.
11
26. COUNTY'S REPRESENTATIONS AND WARRANTIES.
(a) County's Authority. The County has full power and authority to own and
lease the Premises and to comply with the terms of this Lease and there is no ground lease on the
Land.
(b) Title. The County is the owner of marketable title to the Premises, free and
clear of all liens, encumbrances and restrictions of any kind, except as disclosed in writing to the
City.
(c) Litigation. There are no actions, suits, proceedings or investigations (including
condemnation proceedings) pending or, to the knowledge of the County, threatened against the
County or the Premises and the County is not aware of any facts which might result in any such
action, suit or proceeding. Ifthe County is served with process or receives notice that litigation may
be commenced against it, the County shall promptly notify the City.
(d) Ingress/Egress: The City, its agents, employees, invitees, residents and
suppliers shall have the Right of ingress and egress to and from the Premises, which right of ingress
and egress shall not be unreasonably restricted by the County.
(e) Hazardous Materials. (a) The County has conducted no activity on the
Premises involving the generation, treatment, storage or disposal of Hazardous Materials; (b) No
portion of the Premises is now being used or to the best of the County's knowledge has ever been
used to treat, store, generate or dispose of Hazardous Materials; (c) the County has received no
written notice that any previous owner or the City conducted any such activity; (d) the County has
received no written notice of any discharge, spill, or disposal of any Hazardous Material on or under
the Premises; ( e) the County has received no written notice from any governmental authority or any
other party of any Hazardous Materials violations concerning the Premises or any portion thereof,
nor is the County aware of any such violation; (f) the County has received no written notice as to any
locations off the Premises where Hazardous Materials generated by or on the Premises have been
treated, stored, deposited or disposed of; and (g) the County has no knowledge ofthe presence of any
Hazardous Materials upon the Premises.
(f) Accuracy of Statements. No representation or warranty made by the County in
this Lease, in any Schedule attached hereto or in any letter or certificate furnished to the City
pursuant to the terms hereof, each of which is incorporated herein by reference and made a part
hereof, contains any untrue statement of a material fact or omits to state a material fact necessary to
make the statements contained herein or therein not misleading.
(g) Survival of Reo resent at ions. All ofthe representations and warranties ofthe
County set forth in this Lease shall expressly survive the expiration or earlier termination of this
Lease.
12
27. MISCELLANEOUS
(a) Rights Cumulative. All rights and remedies ofthe County and the City under
this Lease shall be cumulative and none shall exclude any other rights and remedies allowed by law.
(b) Terms. The necessary grammatical changes required to make the provisions
hereof apply either to corporations, trusts, partnerships or individuals, men or women, as the case
may require, shall in all cases be assumed as though in each case fully expressed.
(c) Binding Effect. Each ofthe provisions ofthis Lease shall extend to and shall,
as the case may require, bind or inure to the benefit not only ofthe County and ofthe City, but also
oftheir respective successors or assigns, provided this clause shall not permit any assignment by the
City contrary to the provisions of Section 17 above.
(d) Lease Contains All Terms. All of the representations and obligations of the
parties hereto are contained herein and in any Schedules attached hereto, and no modification,
waiver or amendment ofthis Lease or of any of its conditions or provisions shall be binding upon the
County or the City unless in writing signed by the County and the City or their duly authorized agent
empowered by written authority.
( e) County's Title. The County's title is and always shall be paramount to the title
ofthe City. Nothing herein contained shall empower the City to commit or engage in any act which
can, shall or may encumber the title of the County.
(f) Captions. The captions of sections and subsections are for convenience only
and shall not be deemed to limit, construe, affect or alter the meaning of such sections or
subsections.
(g) Covenants and Conditions. All ofthe covenants ofthe City hereunder shall be
deemed and construed to be "conditions", ifthe County so elects, as well as "covenants" as though
the words specifically expressing or importing covenants and conditions were used in each separate
instance.
(h) Only County/City Relationship. Nothing contained in this Lease shall be
deemed or construed by the parties hereto or by any third party to create the relationship of principal
and agent, partnership, joint venturer or any association between the County and the City.
(i) Governing Law. This Lease shall be governed by and construed III
accordance with the internal laws of the State of Florida.
(j) Partial Invalidity. If any term, provision or condition contained in this Lease
shall, to any extent, be invalid or unenforceable, the remainder of this Lease (or the application of
such term, provision or condition to persons or circumstances other than those in respect of which it
is invalid or unenforceable) shall not be affected thereby, and each and every other term, provision
13
and condition of this Lease shall be valid and enforceable to the fullest extent possible permitted by
law.
(k) Construction of Contract. The County and the City have both participated in
the negotiation and drafting of this Lease. Accordingly, this Lease shall not be more strictly
construed against anyone of the parties hereto.
(1) Radon Gas. Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to persons who are
exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in
buildings in Florida. Additional information regarding radon and radon testing may be obtained
from your county public health unit.
(m) Attornevs' Fees. In the event of any litigation arbitration or other proceedings
to enforce the terms of this Lease, the party not prevailing in such dispute shall pay any and all
reasonable attorneys' fees and costs, including paralegals' fees incurred by the other party in
enforcing or establishing its rights hereunder.
(n) Right ofEstoopel Certificates. Each party, within ten (10) business days after
notice from the other party, shall execute and deliver to the other party, in reasonable form if
necessary, a certificate stating that this Lease is unmodified and in full force and effect, or in full
force and effect as modified and stating the modifications and such additional facts within the
requested party's knowledge as may be reasonably required by the requesting party. Failure of either
party to properly execute and deliver such certificate within ten (10) business days after request
therefore shall be conclusive upon the non-responsive party as to the truth of all such statements
contained therein and may be relied on by any person holding or proposing to acquire an interest in
the Premises.
(0) WAIVER OF JURY TRIAL: JURISDICTION. THE PARTIES HEREBY
KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
BASED ON, ARISING OUT OF OR RELATING TO THIS LEASE. EACH OF THE PARTIES
HERETO IRREVOCABLY AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS
OF THE STATE OF FLORIDA FOR THE PURPOSE OF RESOLVING ANY DISPUTES
ARISING UNDER OR RELATING TO THIS LEASE.
[SIGNATURE BLOCK ON FOLLOWING PAGE]
14
IN WITNESS WHEREOF, the County and the City hereunder have hereunto set their names
and seals the day and year first above written.
Signed, Sealed and Delivered
in the presence of:
DANNY L.KOLHAGE, Clerk
(7~~0 D,G.
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SKETCH, OF BOUNDARY SURVEY LEGAL DESCRIPTION AS PREPARED AT CLIENTS REQUEST:
CITY OF MARATHON MARATHON AIRPORT FIRE STATION COMPLEX:
A PARCEL or LAND LOCATED AT MARATON AIRPORT, BEING A PART OF SECTION 1, TOWNSHIP 66 SOUTH, EXHIBIT A-I
RANGE 32 FASI, KEY VACA, MONROE COUNTY, FLORIDA AND BEING MORE PARTICULARLY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS: .
COMMENCING AT A NATIONAL OCEAN SURVEY HORIZONTAL CONTROL MONUMENT STAMPED 'MTHC 1989", AND
STATE PLANE COORDINATES ARE NORTHING 142029.09 AND CASTING 638059.76 (1983/90). AS SHOWN ON
SURVEY. OF JE I PORT CENTER, DATED JANUARY 28. 1998, BY FREDERICK H. HILDEBRANDT, PROFESSIONAL
LAND SURVEYOR NUMBER 2749; BEAR SOUTH 14 DEGREES 49 MINUTES 33 SECONDS EAST, FOR A DISTANCE
OF 20.09 FEET. TO A POINT, AT THE NORTHWESTERLY CORNER OF SAID JET PORT CENTER; THENCE BEAR
NORTH 67 DEGREES 19 MINUTES 19 SECONDS EAST. ALONG THE NORTHWESTERLY LINE OF SAID JET CENTER,
I OR A DISTANCE Or 704.93 FEET, TO A PO:N1. AT THE NORTHEASTERLY CORNER OF SAID JET PORT CENTER,
SAID POINT 10 BE KNOWN AS THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREINAFTER INTENDED TO
dE DESCRIBED; THENCE CONTINUE BEARING NORTH 67 DEGREES 19 MINUTES 19 SECONDS EAST, FOR A
DISTANCE OF 234.34 FEET. TO A POINT; THENCE BEAR SOUTH 22 DEGREES 00 MINUTES 20 SECONDS EAST.
TO AND ALONG AN EXISTING CHAIN LINK AND WOOD FENCE. FOR A DISTANCE OF 237.86 FEET. TO A POINT;
(HENCE BEAR SOUTH 67 DEGREES 08 MINUTES 42 SECONDS WEST. FOR A DISTANCE OF 230.50 FEET, TO A
POINT, IHENCE BEAR NORTH 22 DECREES 55 MINUTES 52 SECONDS WET!, TOR A DISTANCE OF 238.56 FEET.
HACK TO 1HE POINT OF BEGINNING. CON rAINING AN AREA OF 55,363.404, PLUS OR MINUS. SQUARE FEET.
(1.271 ACRES. MORE OR LESS).
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N E' PROPOSED LEASE AREA J
• , MARATHON AIRPORT
0
2 FIRE STATION COMPLEX
N. (IMPROVEMENTS NOi LOCATED AT THIS TIME Ai CLIENTS REQUEST)
��• AODRESS�J8900 OVERSEAS HIGHWAY, GULF
4,
N. 55.363.4092 SQUARE FOOT
1.271t ACRES
4.
,JET POP' CENTER
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NOTES: S 60•
1) NO LEGAL DESCRIPTION FURNISHED FOR UTILITIES.
UTILITY LINES MAY HAVE ACQUIRED PRESCRIPTIVE EASEMENTS • 2++.y
AND THEREFORE ARE NOT SHOWN AS ENCROACHMENTS. I•
C).
Z
N.O.S. = NATIONAL OCEAN SURVEY v
LEGEND ABBREVIATIONS
• O c This certifies that o survey al the above
= FOUND CONTROL POINT ENC. = ENCROACHMENT furnished description was made under my
�, •� C.L.F. = CHAIN LINK FENCE supervision and the survey meets the
°14 40d NAIL/PK/NUT . = CONCRETE
GO. -Minimum Technical Standards" set forth
'` = SET CONTROL POINT R W = RIGHT-OF-WAY
'� SS SCREW/DISCa4906 / by the Florida Board of Professional Lond
= FOUND 3/4" PIPE (P) = PLAT Surveyors in Chapter 61G17-6, Florida
•
•
d C(M) = MEASURED Administrative Code,
/SIZE/CAP TYPE pursuant to Section
SET }/4" PIPE (C) = CALCULATED 472.027, Florida Statutes.
� CT) /LS#4906 (0) = DEED/DESCRIPTION Dole Survey completed O5T8104
O = FOUND 5/8" REBAR P.O.C. = POINT OF COMMENCEMENT BOUNDARY SURVEY FOR LEGAL DESCRIPTION
�' /SIZE/CAP TYPE P.O.B. = POINT OF BEGINNING CERTIFIED TO:
>' 1 I�•� == POWER POLE PERMANENT REFERENCE PC- = POINT OF CURVE c/o
COUNTY
/ MONUMENT P.I. = POINT OF INTERSECTION FLORIDA KEYS MARATHON AIRPORT
P.T. = POINT OF TANGENT c o JAMES R. PAROS,
` TEST /BENCH MARK FE = CENTERLINE PUBLIC SAFTEY DIRECTOR.
1 = PERCOLATION A/C = AIR CONDITIONER MARATHON AIRPORT MANAGER
HOLE TEST HOLE BALC. BALCONY
•
N = INDICATES CANT. - CANTILEVER
0 __ CONCRETE TYP. = TYPICAL
- A.K.A. = ALSO KNOWN AS
'LY. = ERLY
, C.M.U.S. = CONCRETE MASONRY UNIT STRUCTURE
-P-T-C- = AERIAL POWER, TELEPHONE. AND/OR CABLE LINES
A M.H.W.L. = APPROXIMATE MEAN HIGH WATER LINE ACCORDING �
TO ARMY CORP OF ENGINEERS ESTIMATE _�
.e..
, = ELEVATIONS (SHOWN THUS X 5.00') ARE RELATIVE TO -ION PAUL GR/ME• III, S. k Al.. NO-. 4906
CO 1929 NATIONAL GEODETIC VERTICAL DATUM, NOT AUD WITHOUT SIGN URE , ORIGINAL RAISED SEAL
O MONUMENT (f_A-A-1 ELEVATION__61Q• 1 SURVEY IS NOT ASS(. •: E.
THIS SURVEY SUBJECT TO A TITLE SEARCH.
SCALE 100 Year Coastal Flood Zone_ Ate_. Base Flood Elevalion__6.OQ__. J.P. CRIMES, REGISTERED FLORIDA SURVEYOR AND MAPPER
FIRM NO.120681 PANEL NO. 1581 H REV. 02/15/02 P.O. BOx 510403 #14 61h STREET
1"
= 60r KEY NOTE: UNDERGROUND ENCROACHMENTS IF ANY ARE NOT LOCATED. PH. (305)COLONYBEACH.
E4510FL. 33051-0403
ALL ANGLES ARE 90' UNLESS OTHERWISE NOTED. FAX (305) 743-3277 IP.N. 040340 IJJO
.5d.\('(\\A. \ t A - L
DESCRIPTION AS PREPARED AT REQUEST OF CLIENT:
MARATHON AIRPORT FIRE STATION COMPLEX:
A PARCEL OF LAND LOCATED AT MARATON AIRPORT, BEING A PART OF
SECTION I, TOWNSHIP 66 SOUTH, RANGE 32 EAST, KEY V ACA, MONROE
COUNTY. FLORIDA AND BEING MORE PARTICULARLY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS:
COMMENCING AT A NATIONAL OCEAN SURVEY HORIZONTAL CONTROL
MONUMENT STAMPED "MTHC 1989"'. AND STATE PLANE COORDINATES
ARE NORTHING 142029.09 AND EASTING 638059.76 (1983/90), AS SHOWN ON
SURVEY. OF JET PORT CENTER, DATED JANUARY 28,1998, BY FREDERICK
H. HILDEBRANDT, PROFESSIONAL LAND SURVEYOR NUMBER 2749; BEAR
SOUTH 14 DEGREES 49 MINUTES 33 SEC01\TDS EAST. FOR A DISTANCE OF
20.09 FEET. TO A POINT. AT THE NORTHWESTERI"Y CORi\JER OF SAID JET
PORT CENTER; THENCE BEAR NORTH 67 DEGREES 19 MINUTES 19 SECONDS
EAST, ALONG THE NORTHWESTERLY LINE OF SAID JET CENTER, FOR A
DIST ANCE OF 704.93 FEET, TO A POINT, AT THE NORTHEASTERLY CORNER
OF SAID JET PORT CENTER, SAID POINT TO BE KNOWN AS THE POINT OF
BEGINNING OF THE PARCEL OF LAND HEREINAFTER INTENDED TO BE
DESCRIBED; THENCE CONTINUE BEARING NORTH 67 DEGREES 19 MINUTES
19 SECONDS EAST, FOR A DISTANCE OF 234.34 FEET, TO A POINT; THENCE
BEAR SOUTH 22 DEGREES 00 MINUTES 20 SECONDS EAST, TO AND ALONG
AN EXISTING CHAIN LINK AND WOOD FENCE, FOR A DISTANCE OF 237.86
FEET, TO A POINT; THENCE BEAR SOUTH 67 DEGREES 08 MINUTES 42
SECONDS WEST, FOR A DISTANCE OF 230.50 FEET, TO A POINT; THENCE
BEAR NORTH 22 DEGREES 55 MINUTES 52 SECONDS WEST, FOR A DISTANCE
OF 238.56 FEET, BACK TO THE POINT OF BEGINNING. CONTAINING AN AREA
OF 55,363.409, PLUS OR MINUS, SQUARE FEET, (1.271 ACRES, MORE OR LESS).
ACCORDING TO THE A TT ACHED SKETCH OF SURVEY BY JOHN PAUL
GRlMES. III, REGISTERED FLORIDA SURVEYOR AND MAPPER NUMBER 4906,
DATED 05/18/04 AND BY THIS REFERENCE MADE A PART HEREOF.
PREPARED FOR:
MONROE COUNTY
PREPARED 05/18/04
ES, III
c/o JAMES R. PAROS, MANAGER
P.N. 040340WLDOC