Item D25
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: September 21, 2005
Division: Public Safety
Bulk Item: Yes ..x
No
Department: Florida Keys Marathon Airport
Staff Contact: James R. "Reggie" Paros
AGENDA ITEM WORDING: Approval of Amendment to Lease Agreement with Grantair Service,
Inc., Fixed Base Operator (FBO), at Florida Keys Marathon Airport
ITEM BACKGROUND: The attached amendment replaces all previous amendments made to the
Grantair Service, Inc. agreement and extends the term of the original agreement an additional ten (10)
years, provided Grantair Service constructs a corporate hangar prior to April 9, 2008.
PREVIOUS RELEVANT BOCC ACTION: On March 11, 1998, Board approved execution of
Fixed Base Operation agreement with Grantair Service, Inc., pending final review by County Attorney.
Amendments to the original agreement were approved June 21, 2001, September 19, 2001, July 17,
2002, September 18, 2002 and March 17, 2004; all of which have been rescinded or incorporated into
the attached Lease Amendment.
CONTRACT/AGREEMENT CHANGES:
See Item Background
STAFF RECOMMENDATIONS: Approval
TOTAL COST: N/ A
BUDGETED: Yes
No
COST TO COUNTY:
SOURCE OF FUNDS:
REVENUE PRODUCING: Yes X No
AMOUNT PER YEAR $45.000 per year for
entire leasehold. plus
percentage of fuel flow
APPROVED BY: County Atty YES
Risk Management YES
DIVISION DIRECTOR APPROVAL:
-
James R. "Reggie" Paros
.--
05
DOCUMENTATION:
Included --X
Not Required_
DISPOSITION:
AGENDA ITEM #
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CO~TRACT S\i\1i'vfARY
Contract #_,._
C\ III tract wi tl1: Grantail'. Service,.! Ill:, Effect i \it' Date: [Oil /2005
Expi j"a! iun Date: ().) 0.2 0 1."
(t) ntract PurposeiDescri ption:Jl1Q
(ClllIract I\.fanager: Pedro l'vfercado
(Kame)
~173
-"---
(ExL)
Count\' Attnnl12\' :::-7
([ )epartrnt'llt)
for BO(( meeting on S,eptember 71,2005
Agenda [)eadJinl': SeDtembcr 5. 'OUS
CO"\JTR.A.CT COSTS
Tolal Dollar Value of Contract: ~~45.70/nl\1 Current YC~lr Portion: $2.948.40
Blldgeted? YC':;L '\l) 0 i\~count Cudes: _._ __ _-_"_
Gralll:5i_ _.___-_-_
County Match: $_ _ _ _ __
~
~-~ ~- ---.. - ~
ADDITIO:\AL COSTS
Estilllated Ongoing Costs: $_/yr For:
(Nollnduded ill dl\l1ar vallw ~lbove) (eg. mairlknance, llldities, janitprial, salaries, etc.)
Division Direc10r
CO::\lTRACT RI':VIEW
. ('hange5 ~///~/l
Da~(V "Jecded,-..k- Y\'ICW
;ytjaa:JJYcsD~o~ ~ ~ _ .
'i" \ 04-, " -~\''. " ' ., -I )
,." r'- 5J .'\ \'J
.r:-... I ' ~....... l - , ,
~'- .j ). eSLJ t\ 01; ( ~" ",~U~J":'-L-I</J-.-
Yc'rJNOra~~
)."csO 1\"0[71 ---Jfr/1/U1ML
~__;Il')/~
__ _ 'y(~t.{(1.~.'.
Risk \'tanagemcllt
O,M. H jPurchasing
~}~~
Counly Attorney
C omll1.;nts:
O1l1B hJl1n ReVls<:d 9.1195 ~lCP #2
~: gO 2: m ,001
i !
'ill
MARATHON AIRPORJ.I
SIXTH AMENDMENT TO MARATHON FIXED BASE OPERATOR (FBO) AGREEMENT
. WITH GRANT AIR SERVICE, INC.
TillS SIXTH AMENDMENT (hereinafter "Amendment") to the Marathon Fixed Base
Operator (FBO) agreement (hereinafter "agreement") is made and entered into this day of
, 2005, by and between MONROE COUNTY, a political subdivision of the State of
Florida (hereinafter "County"), and GRANT AIR SERVICE, INC., a corporation of the State of
Florida, (hereinafter "FBO" or "Grantair").
WITNESSETH
WHEREAS, on the 1 Oth day of April, 1998, the parties entered into the Agreement for a period
of twenty 20 years, which agreement was amended on June 21, 2001, September 19, 2001, July 17,
2002, September 18, 2002 and March 17, 2004 to provide Fixed Base Operations at the Marathon
Airport; and
WHEREAS, the parties desire to extend the original term by an additional 10 years provided
that Grantair constructs a new corporate hangar; and
WHEREAS, pursuant to the Agreement, the County leased certain real property at the
Marathon Airport to Grantair and, pursuant to this amendment, leases additional property to Grantair,
all of which property is hereinafter called the "Leased Premises"; and
WHEREAS, Grantair desires to continue to lease the property described in the agreement and
this amendment;
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below,
the parties agree to amend the original lease as follows:
1. This amendment rescinds any and all prior amendments to the Agreement between the County
and Grantair in their entirety including those dated March 17, 2004, September 18, 2002, July 17,
2002, September 19, 2001, and June 21,2001.
2. Paragraph 1) of the original lease is amended by adding the following paragraphs:
1.1) The County leases to the FBO an additional area of real property as described in exhibit
Ala, having the dimensions of 240' x 105' and abutting the west side of the current leased area.
Exhibit Ala is attached and incorporated herein by reference. This 240' x 105' real property may be
used for the site of a County approved newly constructed 11,800(approximately) square foot corporate
hangar, aircraft tiedowns and aviation activity only.
The new 11,800 square foot corporate hangar and/or other improvements are to be built at the
sole cost and expense of the FBO. Any improvements, including the proposed new hangar, made by
the FBO to the Leased Premises automatically become the property of the County upon termination of
the Agreement with no compensation from the County to the FBO.
The rental payments by the FBO for the area described in exhibit Ala shall commence on April
1,2005. Payment shall be based on the rate of Eleven and seven tenths cents ($.117) per square foot
per year, payable in advance, at Two Hundred Forty-five and 70/100 Dollars ($245.70) per month plus
applicable sales tax or Two Thousand Nine Hundred Forty-eight and 40/100 Dollars ($2948.40) per
year plus applicable sales tax, subject to increase in amount as provided by the formula in the
agreement in paragraph 3d.
1.2) The County leases to the FBO an additional area of real property having the dimensions
of 240' x 235' and abutting the west side of the current leased ramp area as described in Exhibit A2.
Exhibit A2 is attached and incorporated herein by reference. This 240' x 235' real property shall be
used for aircraft tied own and taxiing only. Possession of the real property described in exhibit A2
begins on October 1, 2002 and ends pursuant to paragraph 4. The rent for this real property begins the
first day the property receives a certificate of occupancy (CO). Payment shall be based on the rate of
Thirty-three and one tenth cents ($.331) per square foot per year. Rent is payable in advance in the
amount of One Thousand Five Hundred Fifty-six and 43/100 Dollars ($1,556.43) per month plus
applicable sales tax or Eighteen Thousand Six Hundred Seventy Seven and 16/100 Dollars
($18,677.16) per year plus applicable sales tax, subject to an increase in amount as provided by the
formula in paragraph 3d of the Agreement.
3. Paragraph 3) of the original lease is amended by revising the following subparagraph to read as
follows:
c) Starting on the date that the FBO begins the sale of fuel, the FBO must pay the
County a 4 cents per gallon flowage fee for each gallon of A vgas fuel sold and a 6 cents per gallon
flowage fee for each gallon of Jet A fuel sold. By the tenth of each month the FBO 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 FBO shall maintain all books, records, and documents directly pertinent to performance
under this agreement in accordance with generally accepted accounting principles consistently applied.
Each party to this agreement or their authorized representatives shall have reasonable and timely
access to such records of each other party to this agreement for public records purposes during the term
of the agreement and for four (4) years following the termination of this agreement. The County, acting
through its Finance Director or other authorized representative, shall have the right to inspect and audit
the FBO's books of accounts and other records directly generated at the Florida Keys Marathon
Airport facility or otherwise pertaining to this agreement. Knowingly furnishing the County a false
statement of its monthly fuel flowage under the provision hereof will constitute a default by the FBO
of this agreement and the County may, at its option, declare this lease terminated. The FBO retains the
right to have its controller or a representative assigned by its controller to be present during any
inspection or audit by the County. Ten (10) business days notice must be given of intent to audit by the
County to allow the FBO' s controller sufficient time to schedule the audit.
4. Paragraph 3) of the original lease is amended by revising the following subparagraph to read as
follows:
d) Subject to the provisions of paragraph 3g) the rent will be adjusted annually on the
anniversary of the effective date of this agreement by the greater of the amount recommended in an
approved rates and charges study or by the percentage in increase in the CPI (U. S. Department of
Commerce price index for all urban consumers) during the year prior to the anniversary date.
5. Paragraph 3) of the original lease is amended by adding the following subparagraphs:
g) Beginning with the April 2018 monthly rental cycle, all improvements on the leasehold,
except for the newly constructed corporate hangar, shall be appraised at fair market rental rate. The
appraised fair market rental rate shall then become the rental rate for the leasehold. Thereafter, the rent
will be adjusted annually pursuant to paragraph 3d).
2
h) NONPAYMENT OF ANY PORTION OF THE RENT WILL BE DEEMED TO BE A
DEF AULT AND THE COUNTY MAY TERMINATE THE AGREEMENT PURSUANT TO
PARAGRAPH 19.
6. Paragraph 4) of the original lease is amended by adding the following subparagraphs;
a) The term of this agreement shall be extended an additional 10 years and terminate on April
9, 2028 if Grantair completes construction and obtains a Certificate of Occupancy for an
11,800(approximately) square foot hangar prior to April 9, 2008.
b) If Grantair does not complete construction or does not obtain a Certificate of Occupancy by
April 9, 2008 the original term will remain in force and this lease shall terminate on April 9, 2018.
7. Paragraph 10) of the original lease is amended by revising the following paragraph to read as
follows:
10) Notwithstanding any minimum insurance requirements prescribed elsewhere in
this agreement, Grantair shall defend, indemnify and hold the County and the County's elected and
appointed officers and employees harmless from and against (i) any claims, actions or causes of action,
(ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to
any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any
costs or expenses (including, without limitation, costs of remediation and costs of additional security
measures that the Federal Aviation Administration, the Transportation Security Administration or any
other governmental agency requires by reason of, or in connection with a violation of any federal law
or regulation, attorney's fees and costs, court costs, fines and penalties) that may be asserted against,
initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with,
(A) any activity of Grantair or any of its employees, agents, contractors or other invitees during the
term of this lease, (B) the negligence or willful misconduct of Grantair or any of its employees, agents,
contractors or other invitees, or (C) Grantair's default in respect of any of the obligations that it
undertakes under the terms of this lease, except to the extent the claims, actions, causes of action,
litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions
of the County or any of its employees, agents, contractors or invitees (other than Grantair). Insofar as
the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or
circumstances that occur during the term of this lease, this Section will survive the expiration of the
term of this lease or any earlier termination of this lease.
8. Paragraph 12) of the original lease is amended by revising the following subparagraph to read
as follows:
b) The FBO must keep in full force and effect the insurance described in Exhibit E during
the term ofthis agreement. If the insurance policies originally purchased which meet the requirements
of Exhibit E are cancelled, terminated or reduced in coverage then the FBO must immediately
substitute complying policies so that no gap in coverage occurs.
9. Paragraph 15) of the original lease is amended by revising the following subparagraph to read
as follows:
c) That the FBO shall use the premises in compliance 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
use ss. 1681-1683, and 1685 -1686), which prohibits discrimination on the basis of sex; 3) Section
3
504 of the Rehabilitation Act of 1973, as amended (20 use s. 794), which prohibits discrimination on
the basis of handicaps; 4) The Age Discrimination Act of 1975; as amended (42 use 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 VITI of the Civil
Rights Act of 1968 (42 use 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 use s. 1201 Note), as may
be amended from time to time, relating to nondiscrimination based of disability; 10) Sees. 13-101, et
seq., Monroe County Code, relating to discrimination based on race, color, sex, religion, disability,
national origin, ancestry, sexual orientation, gender identify or expression, familial status or age; 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. The FBO expressly understands that upon a determination
by a court of competent jurisdiction that the FBO has discriminated against any person, this agreement
automatically terminates without any further action on the part of any party, effective the date of the
Court order.
10. Paragraph 20) of the original lease is amended by deleting subparagraph f) and the language
immediately following subparagraph f) in its entirety.
11. Paragraph 20) of the original lease is amended by adding the following language immediately
after subparagraph e):
The grounds for the FBO' s termination of this agreement as stated in subparagraphs
20(a)-(e) create no basis for any County liability to the FBO and cannot serve to create any obligation
on the part of the county to pay money to the FBO.
12. Paragraph 26) of the original lease is amended by revising the paragraph to read as follows:
26) a) This agreement shall be governed by and construed in accordance with the laws
of the State of Florida applicable to contracts made and to be performed entirely in the State. In the
event that any cause of action or administrative proceeding is instituted for the enforcement or
interpretation of this agreement, the County and Grantair agree that venue will lie in the appropriate
court or before the appropriate administrative body in Monroe County, Florida.
b) The County and Grantair agree that, in the event of conflicting interpretations of the
terms or a term of this agreement by or between any of them the issue shall be submitted to mediation
prior to the institution of any other administrative or legal proceeding.
c) If any term, covenant, condition or provision of this agreement (or the application
thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a
court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this
agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision
of this agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless
the enforcement of the remaining terms, covenants, conditions and provisions of this agreement would
prevent the accomplishment of the original intent of this agreement. The County and Grantair agree to
reform the agreement to replace any stricken provision with a valid provision that comes as close as
possible to the intent of the stricken provision.
4
d) The County and Grantair agree that in the event any cause of action or administrative
proceeding is initiated or defended by any party relative to the enforcement or interpretation of this
agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative
and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's
fees, court costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation
proceedings initiated and conducted pursuant to this agreement shall be in accordance with the Florida
Rules of Civil Procedure and usual and customary procedures required by the Circuit Court of Monroe
County.
13. The original lease is amended by adding the following paragraphs:
31) Grantair has the right during the term hereof, at its own expense, at any time from time
to time, to install, maintain, operate, repair and replace any and all trade fixtures and other Airport
personal property useful from time to time in connection with its operation on the Airport, all of which
shall be and remain the property of Grantair and may be removed by Grantair prior to or within a
reasonable time after expiration of the term of this agreement; provided, however, that Grantair shall
repair any damage to the premises caused by such removal. The failure to remove trade fixtures or
other personal property shall not constitute Grantair a hold over, but all such property not removed
within ten (10) days after Grantair receives a written demand for such removal shall be deemed
abandoned and thereupon shall become the sole property of the Airport.
32) Each party represents and warrants to the other that the execution, delivery and
performance of this Agreement have been duly authorized by all necessary County and corporate
action, as required by law.
33) The FBO and the County agree that each shall be, and is, empowered to apply for, seek,
and obtain federal and state funds to further the purpose of this Agreement; provided that all
applications, requests, grant proposals, and funding solicitations shall be approved by each party prior
to submission.
34) The FBO and the County agree that all disputes and disagreements shall be attempted to
be resolved by meet and confer sessions between representatives of each of the parties. If no
resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues
shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are
still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief
or remedy as may be provided by this Agreement or by Florida law. This paragraph does not apply
where a default has occurred under the provisions of this agreement.
35) In the event any administrative or legal proceeding is instituted against either party
relating to the formation, execution, performance, or breach of this Agreement, the FBO and the
County agree to participate, to the extent required by the other party, in all proceedings, hearings,
processes, meetings, and other activities related to the substance of this Agreement or provision of the
services under this Agreement. The FBO and the County specifically agree that no party to this
Agreement shall be required to enter into any arbitration proceedings related to this Agreement.
36) The FBO and the County covenant that neither presently has any interest, and shall not
acquire any interest, which would conflict in any manner or degree with its performance under this
Agreement, and that the only interest of each is to perform and receive benefits as recited in this
Agreement.
5
37) The County agrees that officers and employees of the County recognize and will be
required to comply with the standards of conduct for public officers and employees as delineated in
Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts;
doing business with one's agency; unauthorized compensation; misuse of public position, conflicting
employment or contractual relationship; and disclosure or use of certain information.
..HS) The county and the tHU warrant that, In respect to 1tselt, 1t has ne1ther employed nor
retained any company or person, other than a bona fide employee working solely for it, to solicit or
secure this Agreement and that it has not paid or agreed to pay any person, company, corporation,
individual, or firm, other than a bona fide employee working solely for it, any fee, commission,
percentage, gift, or other consideration contingent upon or resulting from the award or making of this
Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall
have the right to terminate this Agreement without liability and, at its discretion, to offset from monies
owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or
consideration.
39) The County and the FBO shall allow and permit reasonable access to, and inspection of,
all documents, papers, letters or other materials in its possession or under its control subject to the
provisions of Chapter 119, Florida Statutes, and made or received by the County and the FBO in
conjunction with this Agreement; and the County shall have the right to unilaterally cancel this
Agreement upon violation of this provision by the FBO.
40) Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the
County and the FBO in this Agreement, and the acquisition of any commercial liability insurance
coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be
deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by
the County be required to contain any provision for waiver.
41) All of the privileges and immunities from liability, exemptions from laws, ordinances,
and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to
the. activity of officers, agents, or employees of any public agents or employees of the County, when
performing their respective functions under this Agreement within the territorial limits of the County
shall apply to the same degree and extent to the performance of such functions and duties of such
officers, agents, volunteers, or employees outside the territorial limits of the County.
42) This Agreement is not intended to, nor shall it be construed as, relieving any
participating entity from any obligation or responsibility imposed upon the entity by law except to the
extent of actual and timely performance thereof by any participating entity, in which case the
performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement
is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or
statutory duties of the County, except to the extent permitted by the Florida constitution, state statute,
and ca~e law
43) No person or entity shall be entitled to rely upon the terms, or any of them, of this
Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any
service or program contemplated hereunder, and the County and the Contractor agree that neither the
County nor the Contractor or any agent, officer, or employee of either shall have the authority to
inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or
entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior
to the community in general or for the purposes contemplated in this Agreement.
6
44) The FBO agrees to execute such documents as the County may reasonably require, to
include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement.
45) No covenant or agreement contained herein shall be deemed to be a covenant or
agreement of any member, officer, agent or employee of Monroe County in his or her individual
capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on
this Agreement or be subject to any personal liability or accountability by reason of the execution of
this Agreement.
46) This Agreement may be executed in any number of counterparts, each of which shall be
regarded as an original, all of which taken together shall constitute one and the same instrument and
any of the parties hereto may execute this Agreement by singing any such counterpart.
47) The Federal Transportation Security Administration is the federal agency primarily
responsible for overseeing the security measures utilized by the airport owner pursuant to the relevant
provisions of Chapter 49, United States Code, and regulations adopted under the authority of the Code,
including but not limited to 49 CFR 1540, et seq. Violations of the statutes or regulations may result in
severe civil monetary penalties being assessed against the airport operator. It is the intent of the airport
operator that the burdens and consequences of any security violations imposed upon the airport
operator as a result of actions by an airport tenant or the airport tenant's employees, agents, invitees, or
licensees shall be borne by the airport tenant.
a) Airport Tenant Defined. An airport tenant means any person, entity, organization,
partnership, corporation, or other legal association that has an agreement with the airport operator to
conduct business on airport property. The term also includes an airport tenant as defined in 49 CFR
1540.5. Each signatory to this agreement, other than the airport operator, is an airport tenant.
b) Airport Operator Defined. As used in this agreement, airport operator means Monroe
County, Florida, its elected and appointed officers, and its employees.
c) Airport Property Defined. Airport property shall mean the property owned or leased by,
or being lawfully used by, the airport operator for civil aviation and airport-related purposes. For
purposes of this agreement, airport property is the property generally referred to as the Key West
International Airport, the Florida Keys Marathon Airport, or both as may be set forth in this agreement.
d) The airport tenant agrees to allow Transportation Security Administration (TSA)
authorized personnel, at any time or any place, to make inspections or tests, including copying records,
to determine compliance of the airport operator or airport tenant with the applicable security
requirements of Chapter 49, United States Code, and 49 CFR 1540, et seq.
e) The airport tenant agrees to become familiar, to the extent permitted by the airport
operator, with the Airport Security Program promulgated by the airport operator and approved by TSA,
and also agrees to conform its' operations and business activities to the requirements of the Airport
Securitv ProQfam.
J:\ TJ:' _....__=............:1 .......-..:1-"'"_ T(1 A _.......-..,,1..........=__... ..\..._ .....=___-'- +.....-....._"- ...-...._... _y_l~__.L...._:l.... ~_~~_-.L_l__ ..L_
.l.J ..1.1. P"'.l.l11U,L\,..oU UU.U,",.l .I.1JlL!...- J.\J5uu;.a.....lV.l.1I3, ....1.1."-' UU.pVJ.L L\..I.UQ..lIL 11.lQ.] VU.lUULal11J UIIUvllQ,l\.J:j LU
maintain an Airport Tenant Security Program as referred to in 49 CFR 1542.113. If the airport tenant
voluntarily promulgates an Airport Tenant Security Program that is approved by ISA, such program,
7
as may be amended and approved from time to time, shall be automatically incorporated into this
agreement.
g) Should TSA determine that the airport tenant or one or more of the airport tenant's
employees, agents, invitees, or licensees has committed an act or omitted to act as required, and such
act or omission is a violation which results in TSA imposing a civil penalty against the airport operator
in accordance with TSA's Enforcement Sanction Guidance Policy, such determination and imposition
of a civil penalty by TSA shall be considered a significant breach of this agreement.
(1) Minimum Violation. If the violation is the first or second violation attributed to the airport
tenant and is a civil penalty "minimum violation" as provided for in TSA's Enforcement Sanction
Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs
incurred by the airport operator, including any fines or penalties imposed, in investigating, defending,
mitigating, compromising, or taking of remedial measures as may be agreed to by TSA, to include but
not be limited to reasonable attorney's fees and costs incurred in the investigation, defense,
compromising, mitigation, or taking of remedial action measures. If the violation is a third violation, or
there are multiple violations in excess of two violations, that is or are a civil penalty "minimum
violation," the airport tenant shall pay to the airport operator the total costs incurred by the airport
operator, including any fines or penalties imposed, in investigating, defending, compromising,
mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited
to reasonable attorney's fees and costs incurred in the investigation, defense, compromising,
mitigation, or taking of remedial action measures; and, further, the airport operator shall have the right
to unilaterally cancel this agreement, such cancellation to be effective thirty (30) calendar days after
receipt by the airport tenant of written notice of cancellation of this agreement by the airport operator.
(2) Moderate Violation. If the violation is the first or second violation attributed to the airport
tenant and is a civil penalty "moderate violation" as provided for in TSA's Enforcement Sanction
Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs
incurred by the airport operator, including any fines or penalties imposed, in investigating, defending,
compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but
not be limited to reasonable attorney's fees and costs incurred in the investigation, defense,
compromising, mitigation, or taking of remedial action measures; and, further, the airport tenant may
cause all of airport tenant's employees involved in the airport tenant's business operations on the
airport property to undergo such security training as may be required by the airport operator. The total
cost of the training shall be paid for by the airport tenant. If the violation is a third violation, or there
are multiple violations in excess of two violations, that is or are a civil penalty "moderate violation,"
the airport tenant shall pay to the airport operator the total costs incurred by the airport operator,
including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or
taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable
attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of
remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel
this agreement, such cancellation to be effective thirty (30) calendar days after receipt by the airport
tenant of written notice of cancellation of this agreement by the airport operator.
(3) Maximum Violation. lfthe violation is the first violation attributed to the airport tenant and
is a civil penalty "maximum violation" as provided for in TSA's Enforcement Sanction Guidance
Policy, the airport tenant may cure the breach by paying to the airport operator the total costs incurred
by the airport operator, including any fines and penalties imposed, in investigating, defending,
compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but
not be limited to reasonable attorney's fees and costs incurred in the investigation, defense,
8
compromising, mitigation, or taking of remedial action measures; and, further, the airport tenant may
cause all of airport tenant's employees involved in the airport tenant's business operations on the
airport property to undergo such security training as may be required by the airport operator. The total
cost of the training shall be paid for by the airport tenant. If the violation is a second violation, or there
are multiple violations, that is or are a civil penalty "maximum violation," the airport tenant shall pay
to the airport operator the total costs incurred by the airport operator, including any fines or penalties
imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as
may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred
in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and,
further, the airport operator shall have the right to unilaterally cancel this agreement, such cancellation
to be effective thirty (30) calendar days after receipt by the airport tenant of written notice of
cancellation of this agreement by the airport operator.
(4) :Mitigation of Breach. TSA has a policy of forgoing civil penalty actions when the airport
operator detects violations, promptly discloses the violations to TSA, and takes prompt corrective
action to ensure that the same or similar violations do not recur. This policy is known as the TSA
V oluntary Disclosure Program Policy, and is designed to encourage compliance with TSA regulations,
foster secure practices, and encourage the development of internal evaluation programs. The airport
tenant agrees that upon detecting a violation the airport tenant will immediately report it to the airport
operator. Should the TSA ultimately determine that the violation was committed by the airport tenant,
or an employee, agent, invitee, or licensee of the airport tenant, but the violation should result in the
issuance of a letter of correction in lieu of a civil penalty, then the airport tenant shall reimburse the
airport operator the total costs incurred by the airport operator in investigating, defending, mitigating,
or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable
attorney's fees and costs incurred in the investigation, defense, mitigation, or taking of remedial action
measures. A violation resulting in the issuance of a letter of correction shall not be considered to be a
breach of this alITeement bv the airnort tenant.
(5) This subsection shall survive the cancellation or termination of this agreement, and shall
be in full force and effect.
14. All other provisions of the AprillO, 1998 original lease, not inconsistent herewith, shall remain
in full force and effect.
IN WITNESS WHEREOF, each party has caused this Amendment to Lease Agreement to be
executed by its duly authorized representative.
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
BL__ _ _ __ _____
Deputy Clerk
By_ ____
~ ..,~---~.- ~ I,~
Mayor/Chairman
By
Title
--!'"j C r'~ P~S= ?~~; u c:r~J\T~;~1"i,j~'1-
,-if r- I)Oi '- ,) /'" .::.,;T,p,)- \G , \ M.. '-..., .,' "
<1~;6io)~~~~~~;?:"'=:'3
A TTES'J':
\
+
N
EXHIBIT A2
N-142C122.D1l
E_~51_71
EIn. ;uo
~
-------
~/"-
------
.-//
~~
./-
--~
-/\
'1
.../ -
/~
~-
-~_.
----'
LcQ.~cL
c... r u:.
~~?
--/""~
/
:<--
l1?l
P.O.Co
'\
~o.
~j.
"j.--
'(\
\ G
'0~
~'<
s.
\j.
SURVEYOR'S NOTES:
North arrow bO:!led on NAn 83 (1990) Stote Plene Coordinate System
Reference Bearing: NAO 83 <'990) Steto Plan!) Coordincrle System
d'denotl!S ltxisting .,l.,~tlq~~ .
EJavotions b030d on tf.G:v:r1. 1929 Datum
~nch hlark No.: -, ElesvQtIon:
~"IJ""....t~l"I"'
.\ .. set Spike or P.K. Nail. as notod J.907edeetroyetd)
~ ... sst 1/2- Iron pipe, P.LS. No. 2749
. iii found 1/2- iron pipe
Abbrmatlons:
Sty. - story
R/W... RIght-:lt-Wcy
fd. .. Found
p. .. Plat
m. .. Measured
O.R. ~ OffIcial Records
_ Site. =- Section
Twp. '" Town:ship
Rgo. "" Range
N:r.S.- Not to Scale
t{ .. Canterline
ElS'(.." Elevation
o/h "" Overh~d
ul g ::0 Underground
F.FL- Fini:sh Floor Elevation
cone.= concrete
lit ::x BaseHn!!
C.B. '" Concrete Block
C.B.S.'" Concreto Block stucco
cov' d." Cov"red
[J E - EJo-ctncol Pull Box
,-,..
1996 Edition
VEHICLE LIABILITY
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Recognizing that the work governed by this contract requires the use of vehicles, the Contractor,
prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be
maintained throughout the life ofthe contract and include, as a minimum, liability coverage for:
. Owned, Non-Owned, and Hired Vehicles
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person
$1,000,000 per Occurrence
$ 100,000 Property Damage
The Monroe County Board of County Commissioners shall be named as Additional Insured on all
policies issued to satisfy the above requirements.
VL3
Administration Instruction
#4709.3
85
1996 Edition
POLLUTION LIABILITY
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Recognizing that the work governed by this contract involves the storage, treatment, processing,
or transporting of hazardous materials (as defined by the Federal Environmental Protection
Agency), the Contractor shall purchase and maintain, throughout the life of the contract, Pollution
Liability Insurance which will respond to bodily injury, property damage, and environmental
damage caused by a pollution incident.
The minimum limits of liability shall be:
$1,000,000 per Occurrence/$2,000,000 Aggregate
If coverage is provided on a claims made basis, an extended claims reporting period of four (4)
years will be required.
POL2
Administration Instruction
#4709.3
7S
1996 Edition
AIRPORT LIABILITY
AND
HANGARKEEPERS LEGAL LIABILITY
INSURANCE REQUIREMENT
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Recognizing that the work governed by this contract involves the repair, servicing, maintenance,
fueling, or storage of aircraft, the Contractor will be required to purchase and maintain,
throughout the life of the contract, Airport Liability and Hangarkeepers Legal Liability Insurance
naming the Monroe County Board of County Commissioners as Additional Insured.
The minimum limits ofliability shall be $5 million.
FBO shall also purchase non-owned Aircraft Liability Insurance with minimum limits of$5 million
per occurrence.
HKL4
Administration Instruction
#4709.3
66
1996 Edition
AIRCRAFT LIABILITY
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Recognizing that the work governed by this contract involves the providing of aerial services,
normally classified as ultra-hazardous activities, the Contractor shall purchase and maintain,
throughout the life ofthe contract, Aircraft Liability Insurance specifically stating that the policy
will respond to crop dusting, banner towing, air shows, aerial inspection, or aerial photography,
or any other actjvity specified in the contract.
The Monroe County Board of County Commissioners shall be named as Additional Insured.
The minimum limits of liability shall be $5 million per occurrence.
AIR2
Administration Instruction
#4709.3
38
] 996 Edition
WORKERS' COMPENSATION
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Prior to the commencement of work governed by this contract, the Contractor shall obtain
Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes.
In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than:
$500,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease, policy limits
$500,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term ofthe contract.
Coverage shall be provided by a company or companies authorized to transact business in the
state of Florida.
Ifthe Contractor has been approved by the Florida's Department of Labor, as an authorized self-
insurer, the County shall recognize and honor the Contractor's status. The Contractor may be
required to submit a Letter of Authorization issued by the Department of Labor and a Certificate
ofInsurance, providing details on the Contractor's Excess Insurance Program.
If the Contractor participates in a self-insurance fund, a Certificate ofInsurance will be required.
In addition, the Contractor may be required to submit updated financial statements from the fund
upon request from the County.
WC2
Administration Instruction
#4709.3
91
MARATHON fIXED BASE OPERATOR (fBO) AGREEMENT
<, .'- '"~,,
HII) ......~I~t::III~IlII:O IIIUU~ UIlU ~f"t::rt::u uy rVlVIl,vt:: \,.,VUIIIY, U fJV11I1l.;UI :OUUUIVI:iJVfI VI 1I1~ ~IUI~ VI
Florida. ,whose address is Marathon Airport. 9400 Overseas Highway. Marathon Florida 33050
(hereafter County). and GRANTAIR Service. Inc.. a corporation, whose address is 8800 Overseas
Highway. Marathon. Florida 33050 (hereafter FBO).
WHEREAS. the County owns the Marathon Airport located in Marathon, Florida: and
WHEREAS. the FBD is a corporation in the business of providing commercial full 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 FBO the real property shown on Exhibit A. including the hangar
building. ramp. and tiedowns. hereafter collectively referred to as the premises. Exhibit A is attached
to and incorporated into this Agreement. Except as specifically provided in this Agreement. no
buildings. structures. or other improvements to real property may be added to the premises by the
J.
FBO 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 FBG that the property listed in Exhibit B is free and clear of the
liens or other encumbrances of any third parties. Exhibit B is attached to and incorporated in this
Agreement. The Count~' will indemnify and hold harmless the FBD from any claims of third parties to
thp- nerc;onnl mODertv lidAd in FlChibit R. The rOt mtv will reimburse the FRO for anv dnmaas~ and
expense incurred in the defense of any third party claim to such personal property, including
rpn~onnhlp. nttnrnpv<;:' fp.p<;: nnn p~npn~p<;:
31 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 FBD must pay to the County
$150.000 prior to occupancy of the premises. The FBD may not occupy the premises until the
payment is made. although the. term begins to run on the effective date of this Agreement.
b) The FBD must pay monthly rent for the premises, on an arrears basis, in the
amount of $1.700 per month. The initial rent payment is due on the effective date of this
Agreement and on the first of each month thereafter.
c) Starting on the dote that the FBO begins the sale of fuel. the FBO must pay the
County a 4 cents per gallon flowage fee for each gallon sold. By the tenth of each month
the FBO must truthfully and accurately report to the County the number of gallons sold and
pay the Count~' the fee due based on that number. The County's Marathon Airport
Manager. or his designee. must be allowed to inspect the FBO's records conceming fuel sales
to make sure the flowage tees paid accurately reflect the number of gallons sold. The
inspection(s) may only be during regular business hours (9:00 AM - 5:00 PM, Monday through
Friday, excluding 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 reflecting the percentage in increase in the CPI during the year prior to the
anniversary date.
e) All payments owed by the FBO to the County that remain unpaid for more than
30 days will begin to accrue interest at a rate calculated from the original due dote until the
dote the County actually receives the money. The interest role is the one established by the
Comptroller of the State of Florida under sec. 55.03, F.S.. for the year in which the payment
become overdue. The right of the County to claim interest-and the obligation of the FBa to
pay it-are in addition to, and not in lieu of. any other rights and remedies the County ma~'
have under this Agreement or that are provided by law.
f) The FBa 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 FBa agrees that a lien ogoinst the fixtures, goods, and chattels, may be
enforced by distress foreclosure or otherwise at the ejection of the County, and the FBa
2
agrees to pay all costs and charges County incurred by the County in an enforcement
action.
'. "-"'\{"-l
4J , The term of this Agreement is 20 years beginning on the effective date.
51 The FBO must pay all taxes and assessments. including any sales or use tax. imposed or
levied by any govemmental agency with respect to the FBO's operations authorized at the
Marathon Airport operations under this Agreement.
6J The FBO must obtain. in its own name. and pay for. all utility services at the premises
including solid waste removal.
7J 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 and aircraft engines. parts and accessories. lease
aircraft storage space. operate pilot training servi(""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 within the premise's boundaries as described in Exhibit A. The
FBO 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 FBD 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.
b) The County's permission is not required for the repair. renovation or rehabilitation of
improvements depicted on Exhibit A or for the fuel form authorized by paragraph B.
BI a) The FBO acknowledges and agrees that he has examined the premises. and is full~'
advised of their condition and location. and the limitations and restrictions placed on any
building. structure or other object os to height. due to the proximity of the landing and
takeoff areas of the Marathon Airport. The County warrants that 011 existing structures are in
compliance with the height restrictjon~ 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
3
expense. The FBO agrees to abide by and observe all such restrictions and limitations.
including the County fixed bas~,gl?erator minimum standards attached and incorporated as
I:xhlbit C. and agrees that the observance ot SUCh limitations and restrictions whether
imposed by the County. state or federal governmental authority will not in anywise affect the
FBO's obligations under this lease. The FBO must also comply with all laws. statutes. regulations
and rules of the federal or state governments. and any plans or programs developed by or
funded by either government. that affect the FBO's operations or its use of the premises. The
FBO's obligation to obey federal and state laws. statutes. regulations and rules. any federal or
state airport plan or airport program criteria or the criteria of a plan or program funded b~'
the state of federal government. includes not only those in existence on the effective dote of
this Agreement, buUhose adopted after that dote.
b) The FBO must construct a fuel farm on the premises within two ~/eors of the date of
occupancy. Until the construction is complete. and until all governmental entities with
permitting jurisdiction over the fuel farm have authorized the operation of the farm. 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 fuel 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. This restriction
does not prohibit the filing of a UCC-l financing statement for the purposes of the seller
securing a lien against the fuel farm itself during the financing period. Upon the payment of
all financing upon the fuel farm. the fuel farm becomes a permanent improvement to real
property which will remain upon the premises at the expiration of this Agreement.
cI With the excection that the FBO construct a fuel farm as orovided for in
subparagraph 8(b). the FBO is not required to construct any new facilities upon t"e premises.
Th~ minin"lllm inv~dm~nt r~nt lir~mAnt<: fnr th~ nrnvirl~n:: nf n""rnnt"lIltit"'t"11 <:<=>rvit"'<=><: <:...t fnrth in
the Airport Minimum Standards is deemed to be satisfied in full by the payments provided for
under the terms of this Agreement.
4
dl The FBa must pay any penalty, assessment or fine of the federal or state
government imposed on the,.<;p'!Jnty that arises out of, or is attributable to. the FBa's
operations at the Marathon Airport. The FBa must also defend in the name of the County
any claim. assessment or civil action that is initiated by the federal or state government
against the County that is based in whole or in part on a claim that any aspect of the FBa's
operations at the Marathon Airport violated 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 FBa accepts the premises in the
condition that they .are in at the beginning of this agreement. The FBO must keep the premises in
good order and condition. The FBO must promptly repair any damage to the premises and is
responsible for remedying any environmental contamination caused by the FBa's operations at the
premises. At the end of the term(s) of this Agreement. the FBO must peacefully surrender the premises
to the County in good order and condition. normal wear 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 FBa fails to keep the
premises in the good repair and free from environmental contamination as required by this
subparagraph. the County may. after providing the FBO 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 FBC's rent for the month following the repair or clean-up.
101 The FBG is liable for and must fully defend, release. discharge. indemnify and hold
harmless the Count\.'. the members of the County Commission. County officers and emolovees. and
County agents and contractors. from and against any and all 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 attributable to the FBG's operations at the
5
Marathon Airport. excluding those claims. demands, damages. liabilities, actions, causes of action.
losses. costs and expenses that are 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 D
does nQt release or vitiate the FBO's obligations under this paragraph.
11) 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) a) 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 part of this Agreement.
b) The FBO must keep in full force and effect the insurance described in Exhibit E
during the term(s) of this Agreement. The FBO is not required to purchase windstorm or flood
insurance for any structure on the premises. If the insurance policies originally purchased
which meet the requirements of Exhibit E are canceled. terminated or reduced in coverage.
then the FBO must immediately substitute complying policies so that no gap in coverage
J,
occurs.
c) The insurance required of the fBO in this paragraph 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 this
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 Ihis
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
13) The FBD may not cause. suffer or permit any lien. mortgage. security interest. financing
statement or other encumbrance fobe placed on any real property. fixture or improvement to 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 property.
14) a) The County must keep the Marathon Airport runway, taxiway, and the area
immediately adjacent to the runway and taxiway, in good repair and clear of obstNctions
and debris. The County must maintain and operate the Marathon Airport according to the
highest standards or ratings issued by the FAA for airports similar in size and character to the
Marathon Airport. The County must also comply with the rules and regulations of any other
government agenc~' 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.
15) The FBO for himself. his personal representatives. successors in interest. and assigns. as 0
part of the consideration hereof. does hereby covenant and agree that
I,
aJ No person on the grounds of race. cotor. or national origin shall 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 national origin shall
be excluded from participation in. denied the benefits of, or be otherwise subjected to
discrimination.
c) 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. Part 21. Nondiscrimination in Federally-
assisted programs of the Department of Transportation - Effectuation of Title VI of the Civil
Riohts Act of 1964. and as said Reaulations 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 t~nter and as if said lease had never been made or issued. The
'L "'.\~ ~
j.JIUVI~lurl~ ~rlUII flOI ut: t:=/It:::~"vt::: UIJIII lilt::: J..I,u\..,;t:::uurt:'~ 01 1I11t::: "17. \-out::: 01 rt:=ut:=rul I'I:t:=gUIOIIOrl;).
1;'art 21 are followed and completed including exercise or expiration of appeal rights.
16) 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 of the real properi')' 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. its successors
and assign. to restrict the h~ight of structures. objects of natural growth and other obstructions on the
hereinafter described real property to such a height so as to comply with Federal Aviation
Regulations Pori 77. That the FBO expressly agrees for itself. its successors and assigns. to prevent any
use of Ihe hereinafter described real property which would interfere with or adversely offect 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 properly 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.
18) If funds are not provided by the United States for the operation of a Marathon Airport
control tower. navigation aids or other facilities that may be needed by the FBD for service at the
Airport. the County is under no obligation to provide those facilities or services.
19) aj The County may treat the FBO in default end terminate this Agreement if the FBO
fails to timely submit the payments required of it under paragraph 3. Before the County may
terminate thA .b.nrAAmAnt IlnnPf thic; c;ubnnrcnrnnh thA rOllntv mud nivA thA FRn writtAn
notice of the default stating that, if the default is not cured within 15 days of the FBO's receipt
of the written notice. then the County will1erminate this Agreement.
8
b} The County may treat the FBO in default and terminate this Agreement if the FBO
does not begin fixed base' op~rator service and have the insurance required by Exhibit E
~ ....\~,.
within 30 days of the effective'date of this Agreement. Before the County may terminate the
Agreement under this subparagraph, the County must give the FBO a written notice of the
default stating that. if operations do not commence and the required insurance is not
obtained within 15 days of the FBO's receipt of the notice. then the County will terminate this
Agreement.
c) The County may treat the FBO in default and terminate this Agreement if the FBO.
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 FBD 48 hour notice by FAX or overnight courier. The County may. but need no1.
provide the FBO with an opportunity to cure the default.
dJ The termination of this Agreement under subparagraphs 19(aJ-(c, does not relieve
the FBO from an obligation to pay whatever damage the County suffered because of the
FBO's default.
eJ The County may also treat the FBO in default and terminate this Agreement if the
FBO 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.J Before the County may terminate the Agreement under this subparagraph. the
County must give the FBD a written notice of the default stating that. if the default is not
cured within 15 days of the FBO's receipt of the written notice. then the County will terminate
this Agreement. Termination under this subparagraph does not relieve the FBO from an
obligation to pay the County whatever damages the County suffered because of the FBO's
default.
fJ Despite the FBO timely cure of its acts of default or the County's waiver of acts of
default, if the FBD commits a material breach three times or more in performing its obligations
under this Agreement during 0 calendar yeer, then the County may. in its discretion.
9
determine that the FBD is a habitual violator. When the County makes that determination, it
must notify the fBO in wri1ing:" n\E~~{1otice must explain why the fBO was determined to be a
habitual violator and that any future act of default will be noncurable will not be waived.
and will be the basis for the immediate termination of this Agreement. If a subsequent default
occurs. the County may terminate this Agreement by giving the FBD 15 days written notice.
The FBO must pay the County whatever rent and fees are due os of the date of termination.
The FBD will then hove no further rights under this Agreement. Termination under this
subparagraph does not relieve the FBD from on obligation to pay the County any damage
suffered because of the FBG's final act of default.
20) The FBO 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 Counly 15 days written notice, upon the
occurrence of any of the following events:
a) The issuance by an~' courl of competent jurisdiction of an injunction in any way
preventing or restraining the use of the Marathon Airport. or any port of the Airport. for 0
period of at least 90 days.
b} The lawful assumption by the United S,tates of the operation. control or use of the
Marathon Airport. or any part of the Airport. in a way that prevents the FBD from operating its
fixed base operation for a period of at least 90 days.
c} The inability of the FBD to use the Marathon Airport for at least 90 days because of
fire. explosion. earthquake. hurricane. other casualty. or acts of God or the public enemy.
d) The FAA's failure to grant the FBD the Iicense(s) necessary to operate its service.
e) A dispute maintained in good faith by the County with another governmental
agency other governmental agencies that mak.e it difficult or impossible for the Marathon
Airport to be operated safely for a period of at least 90 days.
f) The FBD hangar is destroyed and the County has not begun a good faith effort to
begin the repair or reconstruction of the hangar within 60 days of the date of destruction.
10
The grounds for the FBO's termination of this Agreement as stated in subparagraphs 20(0) - If)
create no basis for any Countv liability to the FBO and cannot serve to create any obligation on the
- I. .'... "'.,{o.. ~
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
foils to perform its obligations under this Agreement and the failure is not due to the reasons
described in subparagraph 20(a)-(el. Before the FBO may terminate the Agreement under this
paragraph, the FBO must give the County a written notice of the default stating that. if the default is
not cured within 15 days of the FBO's written notice. then the FBO 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 FBO 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 FBO may not assign this Agreement or assign or subcontract any of its obligations
under this Agreement without the approval of the Counly's Board of County Commissioners. which
consent may not be unreasonably withheld.
24) All the obligations of this Agreement will extend to and bind the legal representatives.
I.
successors and assigns of the FBO and the County.
25) During the lerm of this Agreement, the FBO. must have and maintain a registered
agent as required by Chap. 620. F.S.. and keep the County informed of the agent's name. title and
address.
26) This Agreement is governed by the laws of the State of Florida and the United States.
Venue for any dispute arising under this Agreement must be in Monroe County.FL In the event of any
Iitiaation. the orevailina Dartv is entitled to a reasonable fair market value attornev fees and costs.
27} This Agreement has been carefully reviewed by the FBO and the County. Therefore.
this Agreement is not to be construed against any party on the basis of authorship.
281 Notices to the County provided for in this Agreement. unless otherwise specified.
must be sent by certified mail to:
11
Marathon Airport Manager
9400 Overseas Highway
'. MqrQthon. Fl 33050
Notices to the fBO provided for in this Agreement. unless othervvise specified, mu:st be .sent by
cerlified moiJ to:
GRANT AIR Service, Inc.
B800 Overseas Highway
H..,...,..,tI.,,,n I=lrvi,.,,.., 11() r;n
29) This Agreement is the parties' final mutual understanding. It replaces any earlier
agreements or understandings. whether written or oral. This Agreement cnnn"'+ h_ modified or
r-.nIM....'.,../ M-~pt by another written and signed agreement.
30)
Thrr .\ nro.,....-....4 will take effect nn A nl'il t" 1 QQA
IN/WITNESS WHEREOF. each party has covsed this Agreement to 1:::::= executed by jts dull'
i-
f
1
,~
\
~., ~ ~..
"\., ' I'SEAll
, .J'!".... 1 ;
'\\" ArrEST: DANNY L. KOlHAGE. CLERK
ay'2<rg~~~ ,
authorized repre.seniaflvG.
By
TItle
"
.i'
ArrEST:
By
Title
jairigrcntoir
fie
DJ!, rf .::.t::...2.."Y' ::~'*'
~
12