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Item G4 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: 07-17-02 Division: Public Safety Bulk Item: Yes ~ No Department: Airports AGENDA ITEM WORDING: Approval of Amendment to Lease Agreement with Grantair Service, Inc. concerning the construction, installation and purchase of a Jet A Fuel Facility. ITEM BACKGROUND: At the April 17, 2002 meeting, the BOCC approved award of bid to the lowest qualified bidder to install a fuel facility at the Grantair Fixed Base Operation (FBO), contingent upon fund availability and review by URS, Airport Consultan~ and staff PREVIOUS RELEVANT BOCC ACTION: On April 10, 1998, the BOCC entered into a 20 year lease agreement with Grantair Service, Inc. to provide Fixed Base Operations at the Marathon Airport. That agreement was amended on June 21,2001, and Septemberl9, 2001. CONTRACT/AGREEMENT CHANGES: This document amends the terms and conditions regarding the construction, installation and purchase of a Jet A Fuel Facility by detailing the payment and Change Order methodologies for such improvements at Grantair's FBO at the Marathon Airport.. STAFF RECOMMENDATIONS: Approval TOTAL COST: N/A BUDGETED: Yes No COST TO COUNTY: N/A REVENUE PRODUCING: Yes X No AMOUNT .06 cents per gallon of pumped fuel _ APPROVED BY: County Atty: yes OMB/Purchasing: yes Risk Management: yes DOCUMENTATION: Included X ~~o "_ Th~OOk James R. "Reggie" Paros DEPARTMENT APPROVAL: DIVISION DIRECTOR APPROVAL: To Follow Not Required _ AGENDA ITEM #~ DISPOSITION: Revised 2/27/01 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY - Contract with: Grantair Contract # Effective Date: July 1,2002 Expiration Date: November 27, 2002 Contract Purpose/Description: Lease amendment with Grantair that amends the terms and conditions regarding the construction, install ation and purchase of a Jet A Fuel Facility bv detailing the payment and Change Order methodologies for such improvements at Grantair's Fixed Base Operations (FEO) at the Marathon Airport. Contract Manager: Theresa Cook 6060 Airport/IS (Name) (Ext. ) (Department/Stop #) for BOCC meeting on June 19,2002 Agenda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $ 76,540.00 Current Year Portion: $ Budgeted? Yesfgl No 0 Account Codes: Grant: $ 38,270.00 403-63535-560-630-GAMD 32 County Match: $ 00..001 FBO 38,270.00 Estimated Ongoing Costs: $OO/yr (Not included in dollar value above) ADDITIONAL COSTS For: NIA (eg. maintenance, utilities, janitorial, salaries. etc.) CONTRACT REVIEW Division Director Risk Management bJ]Qd-vesO NoB- ~t- YesO NoB" #4!~YesO N~ O.M.B./Purchasing County Attorney Comments: OMB Fonn Revised 2/27/01 MCP #2 Date Out f{; - f ) -() ;).. .~_. ~ :-..-.;..-~_.~: .f" .:";:. .~'V~--.- AMENDMENT TO LEAse ASREEMENT GRANT AIR SERVICE. INC. THIS AMENDMENT is made and entered into this day of 2002, by and between Monroe County, hereafter County, and GRANTAIR SERVICE, INC., hereafter FBO. WHEREAS, on the 10th day of April, 1998, the parties entered into a 20 yetJr lease agreement, which was amended on June 21, 2001, and September 19, 2001, to provide Fixed Base Operations at the Marathon Airport, hereafter original lease. Copies of the original lease and amendments are attached to this amendment and made a part of it; and WHEREAS, the parties desire to amend original agreement; now, therefore, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: 1. Paragraph 3 of the September 19, 2001 amended agreement is amended to read: 3. The County and the FBO agree that if FOOT or FAA funds are used to construct, install or purchase a Jet A Fuel Facility on the currently leased premises the County will receive from Grantair 6 cents per gallon of pumped fuel as described in the original lease and/or Marathon Airport Minimum Standards. If no F AA/FDOT funding is utilized the fuel flowage fee for Jet A fuel will be .04 cents per pumped gallon as per the lease agreement and the Monroe County Airport Minimum Standards. Before the Jet A fuel farm can be operated, the County must receive original Certificates of Insurance in the amounts required by Risk Management as described in Exhibit A3, cors to be attached as Exhibit A4. In the case that FOOT or FAA funds are used in part to construct, install or purchase the Jet A Fuel Facility, then the FBO must provide an irrevocable letter of credit in the amount equal to their estimated share of the improvement before the County QWards the contract for such improvements. This agreement must oJlow the County to draw on the letter of credit as needed to pay for the FBO's share of the construction, installation and purchase of the fuel farm. The County agrees to pay one-half of oJl the construction costs # the hangar building, paved areas and infrastructure, as approved by the Florida Department of Transportation. Payment Applications will be processed through the Airports Business Office. Upon receipt of contractors payment application, a copy will be provided to Grantair. Grantair will furnish a check for one-haff of ffte application amount to the Business Office. The Business Office will then forward the approved payment application, with the check from Grantair, to the County Finance Department for review and payment. All Change Orders must be approved by FDOT and/or FAA. If the FBO wishes to proceed with a Change Order not approved by FDOT and/or FAA, then FBO will be responsible for the entire cost of the item. If additional funding, above the original amount of the FDOT and/or FAA agreements, is not available then any costs incurred over the amount of the original FDOT and/or FAA grant will be paid entirely by the FBO. The fuel farm is County property upon completion. 2. Except as set forth in paragraphs one and two of this amendment to lease agreement in all other respects the terms and conditions of the original agreement remain in full force and effect. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative. (SEAL) ATTEST: DANNY L KOLHAGE, ClERK BOARD OF COUNlY COMMISSIONERS OF MONROE COUNlY, FLORIDA By Deputy Clerk By By Title S,INC. ATTEST: By, Title JdairMAPGrantairX LEASE AMFNDMENT This L.easc AlMt'Idment is tittered into this ~of . 2002, by Gftd batwetn- MONROE COUNTY, a political subdivision of the State of Florida, whose addreu is MarathOl1 Airport. 9400 Over.. Highway, Marathon Florida 33050 (hcrmftcr Ca&my), and 9RANTAIR SERVICE. INC.. a corparcrtion, "'0" address is 8800 CNcrs_ High1UCly. Marathon, FloridCl33080 (hr.tt.. FaO). WHEREAS, on Aprif 10, 1P98. the perii. entered into a 20 year Ices. (the ariginalleos.) wnereby the Faa is to provide fixed base operations service at the Marathon Airport. A copy of the origincd lcase is attached ctnd made Cl port of th's cmenament: and WHEREAS, the FBD desires to Qpand it' premis.. to provide additional parking and rampway; now, therdore In constderatlon of the mutual covenants and promisa set forth below, the partia agrea as tollows; L 0) The CCUlty I... to the FBO the 100' X 100' 1'.' propu1'y abutting the east side, airside only, of their current leased area as described in Exhibit AI, hereafter the premises. Exhibit A1 i, ct/'GChed to, and made a part of, this lease amendlMnt. b) The prcmisu !MY be Ulea fo,. rampway extension and vehicle parking only. lne rampway extension and vehicle parking CU"CCI are to be built at the sole cost cmd exptnS' of the FBD. Any improvements made by the FaD '1'0 premises automatically become the properTy of the C~nty upon the t.,.miP1ation of thi.I..a. However, FOOi or FAA f\n:is may become available Tor improvement ccnstruction. In fhat case, if FDOT or FAA funds are used to canstruct irnpro~ents then the F80 inUIt provide a 1m.,. of credit in the amount equal to their estimated #\ore of the improvement and sign an Agreement with the Coumy before tlI\Y public funds are provided. Th. County FaO agreement will a/law the County draws on the letter of credit" needed 1'0 pay fa,. the FBO's .hare of the constructIon eosts. 2. n.. turn of this lease amendment (the t&l"m ot the original leasa remains as ..., forth In that doanent) begins on December 1, 2001, end ends on November 30, 2006. '-., ------- , 3. The rent for the premises b~iming December 1, ZOOt, is $.30 per square foot per year. payGbl. in advance, at $2!50 per month or $3,000 per year, and subject to ;ncreuc in cunount CIS provided in the originolle4se. 4. Except as specifically provided in this .... amendment, this I.. amendment Is subject to the t.,.,.,. and c:onditiOM of the origina.ll.... all ot which remain in fulllorc& (WId effCC'f. IN WITNESS WHEREOF, each party has caused thl. Agreement ta be executed by it. duly authorized ~raerrtatjYe the date ffrst written above., (SEAL) A neST: DANNY L.. KOLHAGE, CLERIC BOAAD OF COUNTY COMMISSIONeRS OF MONACE COUN1Y, FLORIDA By By, DepU1y Cluk Mator/Chairperson ATTEST: GMNTAIR SERVICES, INC. ~ Title By, TItle J'doirportgrarrtairZ02 r: ~ g ~ 0 IJ~ ~ r:! g , ) I ~ (,/) ~ , ::; I rrr ." s; z ...1 ,-I I ..... ~ !e' .... ~I Q g . I ~f ) ~ l lJ ... " T}"~ · t i: : '1 i 0 . , ~ .1., .3 ttl '" 0 \ '... ~ Q I we 5' . ,;;.:~ . '" "'-1...1 ! I I I I , '" , )( I - M , :of tsZ , ." -'" , c !3c , c '" !Pl> , ;0 M< I ." -~ I ~ BM , '" PI , 39.0' ~ , :u , I , , I "l , , , , I c m ~ , in A i ~e~ , 111 % ... , u i~~ , X ! ;I G) ~ ~ i I ~ J .. i~~ , .-' 000( > I V - ~ :~ , I .-' :u !fie , + ~ ia , ,. , GRANTAIR OFFICE! , ):> UAlN1ENANCE 'tB HANGAR Ic f-1 'F Its - ,Z ,401 1;0 ,a ,eef Ii! J~ ,- ,i 'r- ", r~ : , , , - I 0 , 0 ;1 I "- 0' t\ " I ~ I 1 0.. I , ~ mn S ~o ::Ii ~ rrn i~ ~ ::u . '" LEASE AMENDMENT This lease Amendment is entered into this 19th day of September. 2001, by and between MONROE COUNTY, a political subdivision of the State of Florida, whose address is Marathon Airport, 9400 Overseas Highway, Marathon Florida 33050 (hereafter County), and GRANTAIR SERVICE, INC., a corporation, whose" address is 8800 Overs~ Highway, Marathon, Florida 33050 (hereafter FBO). WHEREAS, on April 10, 1998, the parties entered into a 20 year lease (the original lease) whereby the FBO is to provide fixed base operations service at the Marathon Airport. A copy of the original lease is attached and made a part of this amendment; and WHEREAS, the FBO desires to expand its premises to provide additional parking and rampway; now, therefore In consideration of the mutual covenants and promises set forth below, the parties agree as follows: 1. a) The County leases to the FBO the 100' x 50' real property abutting the southeast side of their current leased area as described in Exhibit At, hereafter the premises. Exhibit At is attached to, and made a part of, this lease amendment. b) The premises may be used for rampway extension and vehicle parking only. The rampway extension and vehicle parking area are to be built at the sole cost and expense of the FBO. Any improvements made by the FBO to premises automatically become the property of the County upon the termination of this lease. However, FDOT or FAA funds may become available for improvement construction. In that case, if FDOT or FAA funds are used to construct improvements then the FBO must provide a letter of credit in the amount equal to their estimated share of the improvement and sign an Agreement with the County before any public funds are provided. The County FBO agreement will allow the County draws on the letter of credit as needed to pay for the FBO's share of the construction costs. c) The term of this paragraph 1 leased premises begins on October 1, 2001 and ends on September.,30, 2006. If no permitted improvements are made within 1 year of the amendment ~'!f'~ then this amendment becomes void. d) The rent for the premises becomes due on March 1, 2002 or the first day of the month that the property is used for aircraft tie down and revenue is produced from use of the property. , Property is $.30 per square foot per year, payable in advance, at $125 per month or $1,500 per year, and subject to increase in amount as provided by the formula in the original lease. 2. a) The County leases to the FBO the 240' x 200' real property abutting the west side of their current leased ramp area as described in Exhibit A2, hereafter the premises. Exhibit A2 is attached to, and made a part of, this lease amendment. b) The premises may be used for rampway extension only. The rampway extension to be built at the sole cost and expense of the FBO. Any improvements made by the FBO to premises automatically become the property of the County upon the termination of this lease. However, FDOT or FAA fun~ may become available for improvement construction. In that case, if FDOT or FAA funds are used to construct improvements then the FBO must provide a letter of credit in the amount equal to their estimated share of the improvements cost and sign an Agreement with the County before any public funds are provided. The County FBO agreement will allow the County draws on the letter of credit as needed to pay for the FBO's share of the construction costs. c) The term of this paragraph 2 leased premises begins on October 1, 2001 and ends on April 9, 2018. d) The rent for the premises begins March 1, 2002, or the first day of the month that the property is used for aircraft tie down and revenue is produced from use of the property. The property is $.30 per square foot per year, payable in advance, at $1200 per month or $14,400 per year, and subject to increase in amount as provided in the original lease. Rent is subject to an increase or decrease upon recalculation of completed improvements square footage. 2 3. The County and the FBO agree that if FDOT or FAA funds are used to constuct, install or purchase a J e,; A Fuel Facility on the currently leased premises the county will receive from GRAN~ ~IR .06 cents per gallon of pumped fuel as described in the original lease and or Marathon Airport Minimum Standards. If no FAA/FDOT funding is utilized the fuel flowage fee for Jet A fuel will be .04 cents per pumped gallon as per the lease agreement and the Monroe County Airport Minimum Standards. Before , the Jet A fuel farm can be operated, the County must receive original Certifiartes of Insurance in the amounts required by Risk Management as described in exhibit A3, COI's to be attached. as Exhibit A4. 4. Except as specifically provided in this lease amendment, this lease amendment is subject to the terms and conditions of the original lease aU of which remain in full force and effect. ....:,:-::~~_"WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly J'",'..._ .( ....!>.~ -;- --.-,;--- ,- '. ..-:>..'-:r- ......" #"_ ;(:,~~~tfoMzed.;~~entative the date first written above. ,'--.1 _.~' ?I ..~.~~'~ " I / "l;\': i ..."'.., ,..~,'b f-.--.:.€....... .~. ':! :;"~I "./~ )!}~.~ ; \'7... ~ frA~;..f.~T;~ I Y L KOLHAGE ClERK IC\,.. ~.. .. , \\ '- '........ .,.~;y'/.:.'>. ,~ , ~~~~ ~~ x:... .'~m~:;~' \1 . ~~' 11,,,-,,,,,,,:,, c. 9Jt Mayor/~airperson BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By' By, ~9 Title P\\rpnr-\- \.in.....~? r By' Title ATTEST: J'dairportgnmtair901 APPROVED AS TJaFORM G 3 \ Exhibit Al N U lot II ,. OJ~~ '" ~ t:~ UI ~ q g ~ ~ CJ) ~ - -4 ,." ." r- )> Z IIa , I ~J I - IJ - I~ Ii lio r:: ~ " I , , I I , 1'1 , X , - "" I :-t t:tZ , .., -,." , c !3c , c ~~ I P'J =u M< I -C'l .., Z> , 1=1 C'l", I 1'1 1'1 , D 39.0' c: , - I :u , I I I "l , I , I , c: CD g C'lt:tZ I in ~ ~ >ePl , rT1 ,.., en , ::1 - ~II< % il u , X ~ Z t:tl'1 \D ~m~ ~ C) PIX b , :r ..,- ... J i -t'" ;!~~ , .-. , .... eo( :. - ir-M V ~ ~s I :!~ - :e I ;. .... r-"", r-_ ~c I + =u OCD , ,.., 8 ell I. I GRANTAIR OFFICE! , .:t> MAlNlENANCE ,~ HANGAR 'e: f-1 Ij:: ,= - 'Z ,C'l pu ,r;: ,-. ,! I!: ,- ,i Ir- :-~ , , , - I 0 , '0 , I ... , f' , [ I , , , ~ enn ~ i!g :::Iz rnl i~ t :!J :a 1"'1 ., . Exhibit A2 .., Lt: c.. ~ cl c.. r e.t:. fZ2J \ ~ N P\1.. E ~""-, b-,4 P.o.c. = ...........t"" ..., 4202t.Ot ~ E~'.71 a.. J.2O 10--- ......... '\ ~o. ~'< t\ \ s. \). SURVEYOR'S NOTES: North arrow bal.d on NAD 83 (1990) State Plan. Coordinate System Reference Bearing: NAn 83 (1990) State Plane Coordinate System ~., denotes existing e1e~tl9~" Elevations band on ~G.~:O: 1929 Datum Bench ...arie No.: , Elevation: Uonumentatlan: . - .et Spike or P.K. Nail, as noted J.907 (de.troyed) S - set 1/2- Iron pip.. P .LS. No. 2749 . - found 1/2- iron pipe Abbrevlatlanc Sty. - story R/W - Right-of-Way fd. - Found p. - Pfat m. - ....o.ured O.R. - Official Records See. - Section Twp. - Town.hlp Rge. - Range N:T.S.- Not to Scale ( - Centerline Bev. - Elevation B.M. - Bench Mark P.B. = Plat Book pq, =e~q~ o/h - Overhead ul g - Underground F.FL.- Finish Floor Elevation conc." concrete i .. Baseline C.B. .. Concrete Block C.B.S.- Concrete Block Stucco cov'd. - Covered o E - Electrical Pull Box o E" Electrical Man Hole *" .. Runway light MARATHON FfXED BASE OPERATOR (FaO. AGREEMENT This Agreement is made and entered by Monroe County, a politicai subdivision of th~. Slate of Rorida, . whose address is Marathon Airport, 9400 Oversees Highway. Marathon Rorida 33050 (hereafter County}, and GRANTAIR Service. Inc.. a corporation. whose address is 8800 Overseas Highway, Marathon. Rorida 33050 (hereafter FBO). WHEREAS. the County owns the Marathon Airport located in Marcthon. Rorida: and WHEREAS. the FBO is a corporation in the business of providing commercial fuil service fixed based operations: and WHEREAS. the County is desirous of having the FBO provide such services at the Marathon Airport; NOW. THEREFORE. the FBO and the County agree as follows: 1) The County leases to the FBa the real property shown on Exhibit A including the hangar building. ramp. and tied owns. hereafter collectiveiy referred to as the 'premises. Exhibit A is attached to and incorporated into this Agreement. Except as specifically provided in this Agreement. no buiidings. structures. or other improvements to real property may be added to the premises by the FBa during the term(s) of this Agreement without a separate agreement concerning the same with the County. 2) The County sells and conveys title to the FBO those items of personal property listed in Exhibit B. The County warrants to the FBO that the property listed in Exhibit B is free and clear of the liens or other encumbrances of any third parties. Exhibit B is aHachE!d to and incorporated in this Agreement. The County will indemnify and hold hannless the FBO from any ciaims of third parties to the personal property listed in Exhibit B. The County will reimburse the FBa for any damages and expense incurred in the defense of any third party ciaim to such personal property. including reasonable attorneys' fees and expenses. 3) a) As an inducement for the County to enter into this Agreement. and as the purchase price for the personal property listed in exhibit B. the FBa must pay to the County $150.000 prior to occupancy of the premises. The FeD may not occupy the premises until the payment is made. although the term begins to run on the effective date of this Agreement.- bJ The FeD must pay monthly rent for the premises, on an arrears basis. in the amount of $1.700 per month. The initiai rent payment is due on the effective date of this Agreement and on the first of each month thereafter. cJ Starting on the date that the FeD begins the sale of fuel. the FeD must pay the County a 4 cents per gallon flowage fee for each gaffon sold By the tenth of each month the FBD must truthfully and accurately report to the County the number of gallons sold and pay the County the fee due based on that number. The County's Marathon Airport Manager. or his designee. must be ai/owed to inspect the FaD's records concerning fuel sales to make sure the flowage fees paid accurately refiect the number of gallons sold. The inspection(sJ may only be during regular business hours (9:00 AM - 5:00 PM. Monday through Friday. exctuding hOlidays). d) The rent will be adjusted annually on the anniversary of the effective date of this Agreement by the amount recommended in an approved rates and charges study or by an amount reffecting the percentage in increase in the CPf during the year prior to the anniversary date. e) All payments owed by the FBD to the County that remain unpaid for more than 30 days will begin to accrue interest at a rate calculated from the original due date until the date the County actually receives the money. The interest rate is the one established by the Comptroller of the Sfate of Aorida under sec. 55.03. F.S.. for the year in which the payment became overdue. The right of the County to ctaim interest-and the obligation of the FeD to pay it-are in addition to. and not in lieu of, any other rights and remedies the County may have under this Agreement or that are provided by law. f) The FBD pledges and assigns to the County, the fixtures, goods. and chattels of the FBD that are brought or placed on the premises as additional security for the payment of the rent. The FBO agrees that a lien against the fixtures. goods. and chattels, may be enforced by distress foreclosure or otherwise at the election of the County, and the FBO ..., agrees to pay all costs and charges County incurred by the County in an enforcement action. 4J The term of this Agreement is 20 years beginning on the effective date. , 51 The FBO must pay all taxes and assessments. inctuding any sales or use tax. imposed or levied by any governmental agency with respect to the FBO's operations authorized at the Marathon Airport operations under this Agreement. 61 The FBO must obtain. in its own name. end pay for, all utility services at the premises including solid waste removal. 71 al FBO has the right during the term(s) of this Agreement to maintain a fixed base operation and has the right to sell aircraft end aircraft engines. parts and accessories. lease aircraft storage space. operate pilot training serviC'e. provide aircraft maintenance and repair service. aircraft rental and charter flying service. and any other aeronautical service normally furnished by a fixed base operator. The FBO has the right to sell aviation gasoline and lubricants and to provide aeronautical services that are compatible with other activities on the airport. The FBO is also entitled to receive tie-down fees from aircraft parked only in the paved ramp area located wiihin the premise's boundaries as described in Exhibit A. The FBD specifically waives any and all right to tie-down fees or any uses whatsoever of properties at the Marathon Airport located outside of the above-described premises. The FBO must refrain from either directly or indirectly being involved in any car rentals or other services that are not related specifically to fIXed base aircraft operations. bl The County's permission is not required for the repair, renovation or rehabilitation of improvements depicted on Exhibit A or for the fuel farm authorized by paragraph 8. 81 al The FBO acknowledges and agrees that he has examined the premises, and is fully advised of their condition and location, 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 Marathon Airport. The County warrants that all existing structures are in compliance with the height restrictions in effect on the effective date of this Agreement. If any such structures are not in compliance, the county will correct the same at its cost and expense. The FBO agrees to abide by and observe ail such restrictions and limitations. including the County fIXed base operator minimum standards attached and incorpora~ed-as Exhibit C. and agrees that the observance of such limitations and restrictions__ whether imposed by the County. state or federal govemmentai authority wiiJ not in anywise affect the FBO's obligations under this lease. The FBD must also compiy with all laws. statutes. regulations and rules of the federal or state governments. and any plans aT programs developed by or funded by either government, that affect the FBO's operations or its use of the premises. The FBD I s obligation to obey federal and state laws. statutes. regulations and rules. any federal or state airport plan or airport program criteria OT the criteria of a plan or program funded by the state of federai government, includes not only those in existence on the effective date of this Agreem~nt. but. those adopted after that date. bl The'Fea muSt constructua fuel fOll11 on !f:1eprem.i!~ \\Iitl1in~o ~'ears of !h,e.~_~~_~f .: occuparlcyl Until the construction is complete. and until ail governmental entities with permitting jurisdiction over the fuel farm have authorized the operation of the form, the FBO may sell fuel from fuel trucks on premises to the extent permitted by the Airport minimum ' standards. The FBO is permitted to finance the construction of the fuei farm. However. during the period of financing the fuel farm is deemed by the parties to be a removable trade fixture and no lien may be placed by the seller upon County airport property. TI1is restriction does not prohibit the filing of a UCC-l financing statement fOT the purposes of the seller securing a lien against the fuel farm itself during the financing period. Upon the payment of 011 financing upon the fuel farm. the fuel form becomes a permanent improvement to real property which will remain upon the premises at the expiration of this Agreement. c, With the exception that the FBD, construct a fuel form as provided for in subparagraph B(bl, the FBO is not required to construct any new facilities upon the premises. The minimum investment requirements for the providers of aeronautical services set forth in the Airport Minimum Standards is deemed to be satisfied in full by the pa~'ments provided for under the terms of this Agreement. 4 dJ The FSD must pay any penaity, assessment or fine of the federai or state government imposed on the County that arises out of. or is attributable to, the feG's operations at the Marathon Airport. The FBO must also defend in the name of th~ County any claim. assessment or civil action that is initiated by the federal or state government against the County that Is besed in whole or in pert on a claim that any espectof the FBD's operations at the Marathon Airport vioiated a law. statute. rule. regulation. or program or project criteria. 9' The County is responsible for remedying the environmental contamination described in Exhibit D. The FBO agrees to admit County employees or contractors to the premises at reasonable times for the purpose of remedying contamination. Otherwise. the fBD accepts the premises in the condition that they ,are in at the beginning of this agreement. The FeO must keep the premises in good order and condition. The FBD must promptly repair any damage to the premises and is responsible for remedying any environmental contamination caused by the FBO's operations at the premises. At the end of the term(s) of fhis Agreement, the fBD must peacefully surrender the premises to the County in good order and condition. normal weer and tear excepted. If no rent or fees are due the County, at the end of the term(s} of this Agreement the FBO may also remove its personal property from the premises and may remove any trade fIXtures provided that the FBO restores the premises to their original condition. If during the term of this Agreement the FBO fails to keep the premises in the good repair and free from environmentai contamination es required by this subpcrcgraph. the County may. after providing the FeO with a written warning and a fifteen day opportunity to correct the deficiency, enter the premises and do whatever repair or clean up work the County's Marathon Airport Manager deems appropriate. The cost of the work plus 10% will be added to the FBD's rent for the month fOllowing the repair or clean-up. 10) The FBD is liable for and must fuily defend. release, discharge. indemnify and hold harmless the County, the members of the County Commission. County officers and employees. and County agents and contractors. from and against any and aU claims. demands. causes of action. losses. costs and expenses of whatever type - including investigation and witness costs and expenses and attomeys' fees and costs - that arise out of or are attributobie to the FBD's operations of the 5 Marathon Airport. excluding those claims. demands. damages. liabilities. actions. causes of action. losses. costs and expenses that ere the result of the sole negligence of the County or other Airport tenant of the County. The FBO's purchase of the insurance required in paragraph 12 and Exhibit 0 does nQ.t release or vitiate the FBO's obligations under this paragraph. 11 J It is understood and agreed that nothing contained in this Agreement may be construed to grant or authorize the granting of an exclusive right within the meaning of the Federal aviation Act or its successor and that the County may enter into agreements with other fIXed base operators as long as such agreements are not on more favorable terms than this Agreement. 12) aJ Regardless of the effective date of this Agreement, before the FBO may occup~' the premises it must obtain insurance in the amounts. terms and conditions described in Exhibit E. Exhibit E is. attached and made a port of this Agreement. b) The FBO must keep in full force and effect the insurance described in Exhibit E during the termisJ of this Agreement. The FBO is not required to purchase windstorm or fiood insurance for any structure on the premises. If the insurance policies originally purchased which meet the requirements of E:<hibit E are canceled. terminated or reduced in coverage. then the FBO must immediately substitute complying policies so that no gap in coverage occurs. cJ The insurance required of the FBO in this pcragraph is for the protection of the County. its property and employees. and the general public. The insurance requirement is not. however. for the protection of any specific member of the general public who might be injured because of an act or omission of the FBO. The insurance requirements of lhis paragraph do not make any specific injured member of the general public a third party beneficiary under this Agreement. Therefore. any failure by the County to enforce this paragraph. or evict the FBO from the Marathon Airport if the FBO becomes uninsured or underinsured. is not the breach of any duty or obligation owed to any specific member of the general public and cannot form the basis of any County liability to a specific member of the general public or his/her dependents, or estate or heirs. 6 J3J The FBO may not cause. suffer or permit any lien. mortgage. security interest. financing statement or other encumbrance to be placed on any real properly, fixture or improvement t~ real property owned by the County and leased to the FBO under this Agreement. If any of the encumbrances just described are filed or perfected against any such property of the County, or to property that will belong to the County upon termination, then the FBO must promptly cause the discharge. release or otherwise clear and remove such encumbrances from that properly. J 4' a' The County must keep the Marathon Airport runway. taxiway, and the area immediateiy adjacent to the runway and taxiway, in good repair and clear of obstructions and debris. The County must maintain and operate the Marcthon Airport according to the highest standards or ratings issued by the FAA for airports similar in size and charccter to the Marathon Airport. The County must also comply with the ruies and regulations of any other govemment agency that has. or may have. jurisdiction over the Marathon Airport. bJ The County will provide. and maintain in an existing state of good repair. ingress and egress to the premises for FBO employees. customers. guests. and suppliers. J 5J The FBO for himself. his personal representatives. successors in interest. and assigns. as a part of the consideration hereof. does hereby covenant and agree that al No person on the grounds of race. color. or national origin shalJ be excluded from participation in, denied the benefits or. or be otherwise subjected to discrimination in the use of said facilities. bl 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 nationai origin shall be excluded from Participation in. denied the benefits of. or be otherwise subjected to discrimination. cJ That the FBO 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. Port 21. Nondiscrimination in Federally- assisted programs of the Deportment of Transportation - Effectuation of litle VI of the Civil Rights Act of 1964. and as said Regulations may be amended. That in the event of breach 7 of any of the above nondiscrimination 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 provisions shall not be effective until the procedures of TItle 49, Code of Federal Regulations. E'art 2 J are followed and completed including exercise or expiretion of appeai rights. 161 It shall be a condition of this lease. that the County reserves unto itself. its SUccessol'l 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 reai 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 FBO expressly agrees for itself, ifs SUccessol'l and assign. to restric,t the height of structures. objects of naturel 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 FBO expressly agrees for itself. its successors and assigns. to prevent any use of the hereinafter described real property which would interfere with or adverseiy affect the operation or maintenance of the airport. or otherwise constitute an airport hazard. 17) This Fixed Base Operator Agreement 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 USA 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. 1 B) If funds are not provided by the United Slates for the operation of a Marcthon Airport controi tower. navigation aids or other facilities that may be needed by the FBO for service at the Airport. the County is under no obligation to provide those facilities or services. 191 aJ The County may treat the FBO in default and terminate this Agreement if the FBD fails to timely submit the payments required of It under paragraph 3. Before the County may terminate the Agreement under this subparagreph. the County must give the FBO written notice of the default stating that. if the defauit is not cured within 15 days of the FBO's receipt of the written notice. then the County will terminate this Agreement. 8 bl The County may treat the FaO in default and terminate this Agreement if the Faa does not begin fIXed base operator service and have the insurance required by Exhi~iJ. E within 30 days of the effective date of this Agreement. Before the County may terminate the Agreement under this subparcgraph. the County must give the Faa a written notice of the default stating that, if operctions do not commence and the required insurance is not obtained within 15 days of the FaO's receipt of the notice. then the County wl1f terminate this Agreement. c) The County may treat the Faa in default and terminate this Agreement if the FaO. after starting fixed base operator service at the Marathon Airport, fails to keep in full force and effect the insurance required by paragraph 12 and Exhibit E. Before treating the FBO in default and terminating the Agreement under this SUbparagraph. the County need only provide the FaO 48 hour notice by FAX or overnight courier. The County may, but need not. provide the FaO with an opportunity to cure the default. dl The termination of this Agreement under subparagraphs 19(a)-(c) does not relieve the FaO from an obligation to pay whatever damage the County suffered because of the FBO's default. el The County may also treat the FaO in default and terminate this Agreement if the Faa fails to comply with its other obligations under this Agreement (the obligations besides the payment of rents and fees when due, and the purchase of insurance and keeping it in effect.) Before the County may terminate the Agreement under this subparcgraph. the County must give the Faa a written notice of the default stating that. jf the default is not cured within 1S days of the FaO's receipt of the written notice. then the County will terminate this Agreement. Termination under this subparagraph does not relieve the FaO from an obligation to pay the County whatever damages the County suffered because of the FaO's default. f) Despite the FaO timely cure of its acts of default or the County's waiver of acts of default. if the FaO commits a materiaf breach three times or more in performing its obligations under this Agreement during a calendar year. then the County may , in its discretion, 9 detennine that the FBO is a habitual violator. When the County makes that determination. it must notify the FBO in writing. The notice must explain why the FBO was detennined to be a habituai violator and that any future act of default will be noncurabie will not btl waived. and will be the basis for the immediate termination of this Agreement. If a subsequent default occurs. the County may tenninate this Agreement by giving the FaO IS days written notice. The FeO must pay the County whatever rent and fees ere due as of the date of tennination. The FaO will then have no further rights under this Agreement. Termination under this subpcrcgraph does not relieve the FBO from an obligation to pay the County any damage suffered because of the FeO's final act of default. 20) The FaO may terminate this Agreement in its discretion - if it is not in default in paying the rents and fees owed to the County - by giving the County IS days written noiice. upon the occurrence of any of the following events: aj The issuance by any court of competent jurisdiction of an injunction in any way preventing or restraining the use of the Marathon Airport. or any pert of the Airport, for a period of at leost 90 days. bj The lawful assumption by the United States of the operation. control or use of the Marethon Airport. or any part of the Airport. in a way that prevents the FeD from operating its fixed bose operation for a period of at least 90 days. c) The inability of the FeD to use the Marathon Airport for et least 90 days beceuse of fire. explosion. earthqueke. hurricane. other casualty, or acts of God or the public enemy. dJ The FAA's failure to grent the FeD the Iicense(sJ necessary to operate its service. e) A dispute maintained in good faith by the County with another governmental egency other governmental agencies that make it difficult or impossible for the Marathon Airport to be operated sefely for a period of at least 90 days. fJ The FeO hanger is destroyed and the County has not begun e good feith effort to begin the repeir or reconstruction of the hanger within 60 deys of the dete of destruction. In The grounds for the FBa's termination of this Agreement as stated in subparagrcphs 20(01 - (fJ aeate no basis for any County liability to the FBO and cannot SelVe to create any obligation on Jhe part of the County to pay money to the FBO. 21) The FBO may terminate this Agreement and treat the County in default if the County fails to perform its obligations under this Agreement and the faiiure is not due to the reasons described in subparagraph 20{aJ-{eJ. Before the FBO may terminate the Agreement under this paragraph. the FBO must give the County a wriHen notice of the default stating that, if the default is nof cured within 15 days of the FBO's wriHen notice. then the FBa will terminate this Agreement. Termination under this paragraph does not relieve the County from an obligation to pay the FBO whatever damages the FBO suffered because of the County's default. 22) The waiver ~y the FBD or the County of an act or omission that constitutes a default of an obligation under this Agreement does not waive another default of that or any other obligation. 23) The FBD may not assign this Agreement or assign or subcontrcct any of its obligations under this Agreement without the approval of the County's Board of County Commissioners. which consent may not be unreasonably withheld. 241 All the obligations of this Agreement will extend to and bind the legal representatives. successors and assigns of the FBD and the County. 25) During the farm of this Agreement. the FBD. must have and maintain a registered agent as required by Chap. 620. F.S., end keep the County infonned of the agent's name. title and address. 26) This Agreement is governed by the laws of the State of Rorida and the United States. Venue for any dispute arising under this Agreement must be in Monroe County.FL In the event of any litigation, the prevailing party is entitled to a reasonable fair market vaiue attorney fees and com. 27) This Agreement has been carefully reviewed by the FBa and the County. Therefore. this Agreement is not to be construed against any pcrly on the basis of authorship. 2B) Notices to the County provided for in this Agreement, unless otherwise specified. must be sent by certified mail to: J 1 Marathon Airport Manager 9400 Overseas Highway Marathon. Fl 33050 Notices to the FBO provided for in this Agreement. u~Iess otherwise specified. must be sent by certified mail to: GRANTAIR SelVice./nc. aaoo Overseas Highway Marathon. Ronda 33050 291 This Agreement is the parties' final mutual undemanding. It replaces any earlier agreements or understandings. whether written or oral. This Agreement cannot be modified or replaced except by another written and signed agreement. , 30' This Agreement will take effect on April 10. 1998. _. ~._........~,.. .. II'! JiYITNESS WHEREOF. each parly has Caused this Agreement to 1::3 executed by its duiy " . , : . t' authorized' representative. I I>- i. ,.'; ;~ \.. \:,:.' (SEAL) "'\. ATTEST; DANNY L KOLHAGE. CLERK ~. i' By Title By -e"T~~~ ~~ . ATTEST; By Title jairigrontair 10 IRREVOCABLE STANDBY LETTER OF CREDIT Date: June 17, 2002 Letter of Credit No: 196 Monroe County Commissioners 9400 Overseas Highway MarathoIt FI 33050 Ladies and Gentlemen: We hereby establish this Irrevocable Letter of Credit in your favor on behalf of our customer, Grantair Service. Inc.. up to an aggregate amount of Thirty-eight thousand five hundred twenty and 00/ I 00 ($38.520,00), The funds available to you upon presentation of your draft or drafts at sight drawn on us accompanied by your writteIt signed statement to the effect that Grantair Service. Inc., has an amount owing and it remains outstanding and past due as of the time of this drawing, We engage Witll you that all drafts under and in compliance with the terms of tltis credit will be duly honored by us as specified if presented at our main office 99451 Overseas Highway, (P,O.Box 2808). Key Largo, FI 33037 on or before the close of business on October 15th, 2002. or any extended date. if being a condition of this Letter of Credit that is shall automatically be extended for an additional period up to one year unless 30 days prior to such date we shall notify you in writing by registered mail at tlle above address that we elect not to renew this Letter of Credit for an additional period. Loan Administration: 228 Homestead Avenue' P.O. Box 2808 . Key Largo, FL 33037-7808 Phone: 305-451-4660 . 1-800-233-6330 . Fax: 305-453-9388 {........'r www.tibbank.com . NASDAQ: JIBB Except as otherwise expressly stated herein, this advice is subject to the Uniform Customs and Practice for Documentary Credits (1993 Version), International Chamber of Commerce Brochure NO. 500. Very truly yours, OF THE KEYS ACKNOWLEDGEMENT STATE OF FLORIDA COUNTY OF MONROE The foregoing instrument was acknowledged before me this I ., . ~. day of June 2002 by Robert W. Grant, who is ~ known to me or has produced \ as identification and who did/did not take an oath. 1-\ C1. >\::,0 r;.P_, ~ \.N otarr-: \ . Commission Ii....e..ires: \ Number: --- \ "J ~.,. Y 'II" ~~~ JUNE A. HELBLING ~.. $ MY COMMISSION # cc 84ml 1~!l.~ EXPIRES: Sep 15.2003 NOTARY Aa Not8ly Service & Bonding Co.