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3rd Amendment & Extension 02/17/2021 °' Kevin Madok, CPA *.. Clerk of the Circuit Court&Comptroller—Monroe County, Florida DATE: March 2, 2021 TO: Beth Leto,Airports Business Manager, KWIA FROM: Pamela G. Ilan C. SUBJECT: February 17"`BOCC Meeting Attached is an electronic copy of the following item for your handling: Ts Icase Amendment and Extension with Piedmont Hawthorne Aviation, I LC, d/b/a Signature Flight Support,the Fixed Base Operator (FBO) at the Key West International Airport; granting a 15-year lease extension in exchange for FBO's construction of a new EBO Terminal; FBO will also relinquish its rights to aircraft parking space on the east commercial ramp and remove all fuel flowage fee exemptions. Should you have any questions please feel free to contact me at (305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-852-7145 LEASE AMENDMENT AND EXTENSION (Signature Flight Support FBO at Key West International Airport) This LEASE AMENDMENT AND EXTENSION ( "Amendment" or "Agreement') is made and entered into as of February 17, 2021, by and between the Board of County Commissioners of Monroe County, Florida ("Landlord" or "Lessor") and Piedmont Hawthorne Aviation, LLC, a Delaware limited liability company d/b/a Signature Flight Support ("Tenant" or "Lessee") and WITNESSETH: WHEREAS, Landlord and Island City Flying Service, Inc., Tenant's predecessor-in- interest, entered into that certain Fixed Base Operation (FBO) Lease Agreement dated January 2oth, 1994 (hereafter"Original Lease"); and WHEREAS, the Original Lease was subsequently amended and assigned pursuant to amendments dated April 18, 2001 and August 21, 2002; and Lease Assignment, Assumption and Consents dated January 21, 2015 and January 20, 2016, copies of which are attached hereto as Exhibit A; and WHEREAS, the Tenant at Tenant's sole expense desires to construct a new Fixed Base FBO Terminal on its leasehold premises at the Key West International Airport in exchange for a 15-year lease extension; and WHEREAS, the Landlord wishes to grant the 15-year lease extension to the Tenant upon completion of the new FBO Terminal construction, in exchange for Tenant relinquishing all of its rights to the 36,176 square feet of space on the East Commercial Ramp currently leased to the Tenant; and WHEREAS, in 2021, the Landlord will be constructing a new Access Road connecting South Roosevelt Boulevard to the FBO, which will impact a portion of the Tenant's parking and apron; and WHEREAS, surveys conducted as part of the Access Road project revealed inconsistencies with the Tenants leasehold spaces which Landlord and Tenant wish to correct in this Amendment. NOW THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows: Section 1. Paragraph 1 "Premises Leased" of the Original Lease is hereby amended to read as follows: "1. PREMISES LEASED. The Lessor does hereby lease to the Lessee those certain spaces at the Key West International Airport located in Key West, Monroe County, Florida, as marked in Exhibits "B", "C" and "D" attached hereto and made a part hereof in accordance with the terms and conditions set forth in this agreement as follows: 1) Exhibit"B" consisting of the FBO Terminal/Office, FBO Maintenance Hangar and FBO Apron containing 256,550 square feet (Survey Lease Area C-1); the FBO parking areas containing 29,756 square feet(Survey Lease Area C-2); and the FBO Fuel Farm area containing 16,085 square feet (Survey Lease Area C-3); 2) Exhibit "C" consisting of the Westernmost Ramp containing 87,578.70 square feet (Survey Lease Area D); and 3) Exhibit"D" consisting of the West Ramp containing 34,267.61 square feet(Survey Lease area D-1). The parcels described in Exhibits B, C and D shall collectively be referred to as the Demised Premises. Effective February 17, 2021, the East Ramp parcel (former Exhibit"B") containing 36,176 square feet located on the East Commercial Ramp is deleted from the leasehold and is no longer included in the demised premises." Section 2. Paragraph 6 "Term" of the Original Lease is hereby amended to read as follows: "6. TERM. This Agreement shall be binding upon execution and the term and rents hereunder shall commence on January 1, 1994 and terminate on July 1, 2036; however, if Tenant completes construction at Tenant's sole expense of the new FBO Terminal and improvements (hereafter "FBO project") by December 31, 2022, then the lease term shall be extended an additional fifteen (15) years and shall terminate on July 1, 2051. Tenant shall submit plan sets to the Airport Director for approval by July 2021 , with full submittal to the Monroe County Planning and Building Departments by September 2021. Tenant will begin the FBO project in 2021 and complete the FBO project no later than by December 31, 2022." Section 3. Paragraph 7 "Rent" of the Original Lease is hereby amended to read as follows: "7. RENT. On the anniversary date of this Agreement the lease rates will be adjusted annually by a percentage equal to the percentage increase in the CPI-U for urban consumers for the preceding calendar year. In the event of a deflationary CPI, no adjustment in the rental rates will be made. Effective January 1, 2019, rent and sales tax shall be paid on a monthly basis no later than the loth day of month, and Base Rent shall be computed as follows: 1. The FBO Terminal/Office, FBO Maintenance Hangar and FBO Apron as shown in Exhibit "B" (Survey Lease Area C-1) containing 256,550 square feet at the rate of $0.41/SF or $105,185.50 per year plus sales tax; 2. The FBO parking areas as shown on Exhibit "B" containing 29,756 square feet (Survey Lease Area C-2) at the rate of $0.41/SF or $12,199.96 per year plus sales tax; 2 3. The FBO Fuel Farm area as shown on Exhibit "B" containing 16,085 square feet (Survey Lease Area C-3) at the rate of$0.41/SF or $6,594.85 per year plus sales tax; 4. The Westernmost Ramp as shown in Exhibit "C" containing 87,578.70 square feet (Survey Lease Area D) at the rate of $0.41/SF or $35,907.27 per year plus sales tax; and 5. The West Ramp as shown in Exhibit "M (Survey Lease Area D-1) containing 34,267.61 square feet at the rate of $0.41/SF or $14,049.72 per year plus sales tax. Section 4. Effective February 17, 2021 all fuel flowage fee exemptions or exclusions are hereby removed from the Original Lease and any amendments thereto. Section 5. By December 2021 the Landlord shall construct or install at Landlord's expense a new fuel farm roadway, curbing and replacement parking lot in front of the FBO leasehold, a new waterline and fire hydrant to provide coverage at the west end of the FBO Terminal, and a guard shack with sally port gate at Gate 3 (double fence electronic gate and entry system). Conceptual Design of the Landlord's fuel farm roadway project is attached here to as Exhibit "E". By December 2022, pending completion of the environmental assessment and permitting process, Landlord shall construct at Landlord's expense an overflow aircraft parking area in the southwest section of the airfield as depicted in Exhibit "F" attached hereto. Section 6. In the event of a conflict between the terms of this Amendment and the Original Lease, as amended and assigned as enumerated above, the terms of this Amendment shall prevail. 3 IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the Eo(CI`V ear first written above. � i3 Y 1' G *Sk� BOARD OF COUNTY COMMISSIONERS „y VIN MADOK,CLERK OF MONR "• •1GTY,rcolsY q IMP As Deputy Clerk Mayor/Chainnan NROEiOVE F COUNTY ATTORNEY AP/'FORM P ASSI NTY ATTORNEY PIEDMONT HAWTHORNE AVIATION, Date 2/5/21 LLC d/b/a Signature Flight Support Witnesses ^ ' / By: Patrick K. Rinka o Name: Tony Lefebvre ,yJ.r.Q- 8 a Title: VP &Chief Operating Officer Theresa E. Kassim APPROVED AS TO FORM: P_` •\ 01-28-2021 LEGAL DEPARTMENT a — _o __ MIC N -o .at c- W _ v 4 DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 12/17/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 95 PRODUCER CONTACT NAME: Aon Risk Services Northeast, Inc. PHONE (866) 283-7122 FAX (800) 363-0105 Boston MA Office (A/C.No.Ext): A/C.No.): 53 State Street E-MAIL p Suite 2201 ADDRESS: _ Boston MA 02109 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Starr Indemnity & Liability company 38318 Signature Flight Support LLc INSURERB: Allianz Global corporate & specialty SE AA1344102 13485 Veterans Way suite 600 Orlando FL 32827 USA INSURERC: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:570085243285 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSD WVD I POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS B X COMMERCIAL GENERAL LIABILITY AVLON EACH OCCURRENCE $2 5,000,000 CLAIMS-MADE X❑OCCUR Aviation Liability $1,000,000 PREMISES Ea occurrence Approved Risk Management with attachments MED EXP(Any one person) $200,000 PERSONAL&ADV INJURY $10,000,000 1000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE co X POLICY ❑PRO JECT ❑LOC PRODUCTS-COMP/OP AGG 2_8_202 1 00 OTHER: Fire Legal $1,000,000 0 A AUTOMOBILE LIABILITY 1000600306201 12/31/2020 12/31/2021 COMBINED SINGLE LIMIT rn AIDS (Ea accident $5,000,000 A X ANYAUTO 1000600307201 12/31/2020 12/31/2021 BODILY INJURY(Per person) 0 Z SCHEDULED MA OWNED BODILY INJURY(Per accident) 0 AUTOS ONLY AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE V ONLY AUTOS ONLY Per accident UMBRELLA LIAB HOCCUR EACH OCCURRENCE V EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION A WORKERS COMPENSATION AND 1000002963 12/31/2020 12/31/2021 X I PER STATUTE I OTH- EMPLOYERS'LIABILITY Y/N AIDS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $2,000,000 A OFFICER/MEMBER EXCLUDED? N/A 1000002962 12/31/2020 12/31/2021 A (Mandatory in NH) 1000002961 12/31/2020 12/31/2021 E.L.DISEASE-EA EMPLOYEE $2,000,000 If yes.describe under DESCRIPTION OF OPERATIONS below I IFIL & MA E.L.DISEASE-POLICY LIMIT $2,000,000- DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Named Insured includes:Landmark Aviation Monroe County Board of commissioners is included as Additional Insured in accordance with the policy provisions of the Aviation and Automobile Liability policies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Board of commissioners AUTHORIZED REPRESENTATIVE Monroe County Risk Management 1100 Simonton Street Key West FL 33040 USA e�X�lb �G�IJ�G eJ cf/ - ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000035015 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services Northeast, Inc. signature Flight support LLC POLICY NUMBER see Certificate Number: 570085243285 CARRIER NAIC CODE see Certificate Number: 570085243285 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC# INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information,refer to the corresponding policy on the ACORD certificate form for policy limits. INSR ADDL SUBR POLICY NUMBER POLICY POLICY LIMITS w LTR TYPE OF INSURANCE INSD VD EFFECTIVE EXPIRATION DATE DATE (MM/DD/YYYY) (MM/DD/YYYY) WORKERS COMPENSATION A N/A 1000002960 12/31/2020 12/31/2021 WI ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000035015 LOC#: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services Northeast, Inc. signature Flight support LLC POLICY NUMBER see certificate Number: 570085243285 CARRIER NAIC CODE see certificate Number: 570085243285 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance special Provisions *Aviation coverage: Policy: AVLON1901404 carrier: Allianz Global corporate & specialty; various Lloyd syndicates Term: 1213112020-1213112021 58% of coverage Policy: 1000189062-03 carrier: Starr Indemnity & Liability company Term: 1213112020-1213112021 17.5% of coverage. Policy: PL001853168-18 carrier: National union Fire Insurance company of Pittsburgh, PA Term: 1213112020-1213112021 19.5% of coverage Policy: 100011507 Carrier: QBE Insurance corporation Term: 1213112020-1213112021 5% of coverage *As respects to these policies, Aon Risk solutions (U.S.) is generating and distributing this certificate in an administrative capacity. Aon UK Limited is the broker for the defined policies. ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000035015 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services Northeast, Inc. signature Flight support LLC POLICY NUMBER see Certificate Number: 570085243285 CARRIER NAIC CODE see Certificate Number: 570085243285 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance special Provisions Continued SPECIAL PROVISIONS: solely as respects: (i) the Insurance coverages noted above (ii) the Contract(s) and only to the extent of the insurance requirements of the Contract(s) provided all policy terms, conditions, limitations, deductibles, warranties, and exclusions remain paramount, (iii) the Equipment (if applicable) and (iv) the operations of the Named Insured, subject to all policy terms, conditions, limitations, deductibles, warranties, and exclusions, the following provisions apply: Geographical Limits are worldwide. Comprehensive General Aviation Liability including inter alia, On-Airport Premises Automotive Liability, Premises, Products and Completed Operations Liabilities, Hangarkeepers Liability, Aircraft Liability, Contractual Liability, Cargo Liability, Baggage Liability, Advertisers Liability and Fire Legal Liability. SEVERAL LIABILITY NOTICE: The subscribing insurers' obligations under contracts of insurance to which they subscribe are several and not joint and is limited solely to the extent of their individual subscriptions. The subscribing insurers are not responsible for the subscriptions of any co-subscribing insurer who for any reason does not satisfy all or part of its obligations. LSw 1001 (Insurance) Each of the above Insurers, individually for its policy only, has authorized the undersigned to issue this certificate on its behalf as a matter of convenience. The undersigned is not an insurer and has no liability of any sort under the above policies nor as a result of this certification. ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000035015 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services Northeast, Inc. signature Flight support LLC POLICY NUMBER see certificate Number: 570085243285 CARRIER NAIC CODE see certificate Number: 570085243285 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance special Provisions continued: This certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein, unless otherwise noted above. Notwithstanding any requirement, term or condition of any contract or other document with respects to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies subscribed herein is subject to all terms, exclusions and conditions of such policies. ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000035015 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services Northeast, Inc. signature Flight support LLC POLICY NUMBER see Certificate Number: 570085243285 CARRIER NAIC CODE see Certificate Number: 570085243285 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Named Insured Includes: Advanced Aviation, LLC dba signature Flight support Bradley Pacific Aviation, Inc dba signature Flight support Encore Asheville FBO, LLC dba signature Flight support Encore FBo Acquisition, LLC dba signature Flight support Encore FBo SAS dba signature Flight support Encore FBo, LLC dba signature Flight support Encore FBo, LLC dba signature Technicair Encore MAP SAS dba signature Flight support ERA FBo, LLC dba signature Flight support Fresno FBo, LLC dba signature Flight support First Aviation services, LLC dba signature Flight support First Aviation Services,Inc. dba signature Technicair Galvin Flying services, Inc. and Galvin Aviation LLC dba signature Flight support Landmark Aviation GSo-SAN, LLC dba signature Flight support Landmark Aviation Gso-sAN, LLC dba signature Technicair Landmark Aviation Miami , LLC dba signature Flight support Landmark FBo, LLC dba signature Technicair Landmark Aviation FBo Canada Inc. dba signature Flight support Laredo Aero Center, Inc dba signature Flight support Miami Executive Aviation, LLC dba signature Flight support Midlantic ]et Aviation, LLC dba signature Flight support Piedmont Hawthorne Aviation, LLC dba signature Flight support Piedmont Hawthorne Aviation, LLC dba signature Technicair Ross Baton Rouge, LLC dba signature Flight support Ross Chester County, LLC dba signature Flight support Ross Denver Air, LLC dba signature Flight support Ross Midland, LLC dba signature Flight support Ross Pilot Drive, LLC dba signature Flight support Ross Spokane LLC dba signature Flight support Ross Tradition, LLC dba signature Flight support Ross Trenton, LLC dba signature Flight support RSS ]et Center Ltd dba signature Flight support southwest Airport services, Inc dba signature Flight support Williston Air Center ]v, LLC dba signature Flight support ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD EXHIBIT A LEASE ASSUMPTION AND CONSENT This LEASE ASSUMPTION AND CONSENT (the "Consent") is made and entered into as of January 20, 2016, by and between Piedmont Hawthorne Aviation, LLC d/b/a Landmark Aviation, a Delaware limited liability company ("Assignor"), BBA US Holdings, Inc., a Delaware corporation ("Assignee") and the Board of County Commissioners of Monroe County, Florida("Landlord"). WITNESSETH: WHEREAS, Assignor and Landlord are all of the parties to the leases, amendments, modifications, addendums, and agreements set forth on Exhibit A (collectively, the "Leases"); and, WHEREAS, the ultimate parent company of Assignor has entered into a purchase agreement to sell the interests of Landmark Aviation to the affiliates of BBA Aviation plc, which is the ultimate parent company of Assignee (the "Transaction"); and, WHEREAS, the operation pursuant to the Leases will be branded Signature Flight Support such that the tenant entity thereunder will be Piedmont Hawthorne Aviation, LLC, d/b/a Signature Flight Support (the "Rebranding"); and, WHEREAS, the Transaction requires the consent of the Landlord pursuant to the Leases and the Assignor and the Assignee desire to execute this Consent to memorialize the foregoing and Landlord desires to consent to the Transaction, all upon the terms and conditions set forth here; NOW, THEREFORE, for valid consideration the receipt and sufficiency of which is acknowledged, the parties agree as follows: 1. Assumption. Assignee, as the parent company of Assignor following the closing of the Transaction, hereby confirms and ratifies, Assignor shall remain liable and obligated hereby assumes and agrees to pay, discharge and perform in a full and timely manner all of Assignor's liabilities and obligations under the Leases, effective upon the date the Transaction closes. 2. Consent. Landlord hereby consents to the Transaction and Rebranding. Landlord also hereby acknowledges and confirms to Assignor and Assignee that: (i) Assignor and Landlord are all of the parties to each of the Leases; (ii) the Leases represent the entire understanding of the parties with respect to the matters that are the subject thereof, and have not been amended or otherwise modified; (iii) the Leases are in full force and effect in accordance with their terms, which terms have not been further modified; (iv) Assignor has paid to Landlord all amounts due and payable under the Leases to date and has performed all non-monetary obligations under the Leases to date; (v) to Landlord's knowledge, no defaults on behalf of either Assignor or Landlord have occurred and are continuing under the Leases, nor have any events occurred which with the giving of notice, the passage of time or both would constitute defaults under the Leases; (vi) there are no present charges, liens or claims of offset under the Leases; (vii) the address for notices to be sent to Landlord is as expressly set forth in the Leases; (viii) no sums have been deposited with Landlord other than the security deposit as expressly set forth, as applicable, in the Leases; (ix) Landlord has no cause of action against Assignor arising out of any of the Leases, nor to the best of Landlord's knowledge does the basis for any cause of action exist; (x) the to of the Leases shall terminate July 31, 2036; (xi) the rent under the Leases currently is $13,930.66 ($12,958.75 rent plus $971.91 sales tax) per month; (xii) there are no additional capital expenditures other than those expressly stated in the Leases. 3. Full Force and Effect. The Leases shall continue in full force and effect and the Leases are ratified. In the event of a conflict between the terms of the Leases and this Consent, this Consent shall prevail. 4. Binding Effect. This Consent shall not be effective unless and until the transaction between Assignor and Assignee closes. Thereafter, it be binding upon and shall inure to the benefit of Assignor, Assignee, Landlord, and their respective and permitted successors and assigns. 5. Counterparts. This Consent may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the parties had signed the same signature page. [Signature Page Follows] 2 IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day and year first written above. Piedmont Hawthorne Aviation, LLC d/b/a Landmark Aviation Witnesses By. Name: . a`/� o. Title: BBA US Holdings, Inc., a Delaware corporation Witnesses w By: Name: Title: r (SEAL) BOARD OF COUNTY COMMISSIONERS AMY HEAVILIN OF MONROE COUNTY, FLORIDA LERK 83 /^� B\ B ® __L y Jerk Mayor hai PE PIC �01'r" EXHIBIT A AGREEMENT THIS CONTRACT OF LEASE is made and entered into this day of 1994, by and between the COUNTY OF MONROE, STATE OF FLORIDA, a political subdivision of the State of Florida, hereinafter referred to as Lessor, and ISLAND CITY FLYING SERVICE, INC. , a corporation organized and existing under the laws of the State of Florida, hereinafter referred to as the Company. ,d u b WI T N E S S E T H` _ (7. i 00 WHEREAS, Lessor owns an airport known as the K ' West International Airport located in Key West, Monroe County, State of Florida, hereinafter called the "AIRPORT"; and WHEREAS, the Company is a corporation primarily engaged in commercial aeronautical activities and the general activities of a full service fixed base operation® and WHEREAS, the conduct of quality fixed base operator services as hereinafter set forth is advantageous to the operation of said "Airport" for public airport purposes; and WHEREAS, Lessee desire to obtain certain rights, services and privileges in connection with the use of the Airport and its facilities; and the Lessor is willing to grant and lease the same to Lessee on a non-exclusive basis upon the terms and conditions hereinafter stated; NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants and agreements herein contained, and other valuable considerations, Lessor does hereby grant and lease unto Lessee, and Lessee does hereby hire and take from Lessor, certain premises, facilities, rights, licenses, services and privileges in connection with and on the Airport, as follows, to-wit: 1. PREMISES LEASED, The Lessor does hereby lease to the Lessee that space as marked on Exhibit "A", "B" and "C" attached hereto and made a part hereof at the Key West International Airport located in Key West, Monroe County, Florida, in accordance with the terms and conditions as set forth in this Agreement. Parcel A shall hereinafter be referred to as General Aviation Parcel. In space marked on Exhibit "B" shall be referred to as the Fuel Farm Parcel or Parcel "B", and the space marked on Exhibit "C®' shall be referred to as the additional General Aviation Parking Apron or Parcel "C". Said parcels shall collectively be referred to as the Demised Premises. 2. USE OF THE AIRPORT. Lessee shall be entitled to use, in common with others authorized to do so, the Airport and appurtenances, together with all facilities and equipment. 3. CO ERCIAL AVIATION US$ AND PRIVILEGES-IL, The Company shall have the non-exclusive right in connection with its use of the lease premises and subject to the conditions provided in this Lease Agreement and/or contained in the Monroe County Minimum Standards for Fixed Base Operators, as amended from time to time, to engage in the following commercial aviation activities: a. The unloading and loading of aircraft in any lawful 2 activity as incidental to the conduct of any services or operations outlined in this section. b. The maintenance, storing and servicing of aircraft which shall include overhauling, rebuilding, repairing, inspecting, licensing, flying, purchasing and selling including parts, equipment and accessories thereof. C. The sale of aircraft fuels, lubricants and propellants at the Airport. The sale of said fuel, lubricants and propellants at any locations shall include the right to use vehicles necessary for the servicing of aircraft provided they are operated in accordance with reasonable rules and regulations established by the Lessor. d. The operation of a business of buying and selling new or used aircraft, aircraft parts and accessories thereof and aviation merchandise and equipment of all descriptions either at retail, wholesale or as a dealer or distributor. e. The rental of aircraft. f. The operation of air transportation and/or charter services for the transportation of passengers, cargo and mail. g. The operation and sale of air taxi, ambulance and sightseeing services. h. The operations and sale of aerial surveying, photographic and mapping services. i. The operation of flight instruction services in accordance with Federal Aviation Administration standards. 3 j. The maintenance of coin-operated vending machines on the leased premises. k. Any other aeronautical activity, of any category, permitted by the Minimum Standards for Fixed Base Operators, as amended from time to time, upon the conditions stated therein. If Lessee desires to engage in a legitimate aeronautical activity not provided for in the Minimum Standards for Fixed Base Operators, it shall apply in writing to the Lessor for an amendment to such Standards, and such Standards may be amended to allow, with appropriate conditions, any legitimate aeronautical activity which will not be adverse to the public interest or the safe and efficient operation of the Airport. 4. GENERAL RIGHTS AND PRIVILEGES, The Company shall enjoy the following general non-exclusive rights on the Airport premises subject to the conditions provided in this Lease Agreement and/or contained in the Minimum Standards for Fixed Base Operators, as amended from time to time: a. The general use of all public facilities and improvements which are now or may hereafter be connected with or appurtenant to the Airport to be used by Company for the general aviation commercial activities contemplated hereunder. For the purpose of this Lease Agreement public airport facilities shall mean all necessary landing area including but not limited to approach areas, runways, taxiways, aprons, aircraft parking areas, and all roadways, sidewalks, navigational aids, lighting facilities or other public facilities appurtenant to the Airport. Such use of 4 public facilities by company shall be in all ways and at all time subject to control by the Monroe County Director of Airports or acting Airport Director, as well as all applicable laws and Federal Aviation Administration rules and regulations. b. The right of ingress to and egress from the demised premises over airport roadways including the use of common used roadways subject only to such reasonable rules and regulations as may be established by the Lessor and its Director of Airports. C. The right to install, operate and maintain, repair and store on the leased premises all equipment necessary for the conduct of Company's business, including identifying signs which shall be subject to the written prior approval of the Lessor in the interest of safety and convenience of all concerned, which approval shall not be unreasonably withheld. d. The use in common with others of the public airport parking area for automobiles and/or aircraft subject to revenues imposed generally, control by the Director of Airports and all applicable laws and Federal Aviation Administration rules and regulations. e. The Company shall not exercise any rights or privileges described in this Section of this Lease Agreement in any manner which, in the opinion of the Director of Airports, restricts in any way the exercise of the same rights by others. Company shall use its own leased premises, whenever practical and feasible, for automobile and aircraft parking. S. MINIMUM RMIRED SERVICES AND IHM EST MENT. As part of the 5 consideration hereunder, Company shall, when and as requested, provide at a minimum those services, facilities, and functions required by the Minimum Standards for Fixed Base Operators, as amended from time to time, as conditions of each aeronautical activity engaged in by Company. 6. TERM, This Agreement shall be binding upon execution and the term and rents hereunder shall commence on January 1, 1994 and terminate on December 31, 2004 . The Company shall have the option to renew this Lease for two (2) additional five (5) year terms on the same terms and conditions as contained herein with the exception of the base rent for Parcel A which shall be redetermined pursuant to Paragraph 42 hereof. 7. RENT, The lease amount agreed to herein may be adjusted annually in accordance with the percentage change in the Consumer Price Index (CPI) for Wage Earners and Clerical Workers in the Miami, Florida, area, and shall be based upon the annual average CPI computation from January 1 through December 31 of the previous year. Base Rent for Parcel A shall be computed at the rate of 11 cents per square foot per year for the 5.97 acres (260,053 sq. ft. ) of land leased pursuant to this Agreement, less the acreage used as county easements. The Base Rent shall be 44 cents per square foot per year for the 5,625 square foot or 751 x 751 tract of land known as the Fuel Farm as designated on Exhibit "B". The Base Rent for the additional General Aviation Parking Apron shall be .11 cents per square foot per year for 35, 955 sq. ft. 6 a. Regardless of the percentage increase in the National Consumer Price Index, the monthly rental payable hereunder shall be redetermined every year in the same manner as provided in the f irst paragraph of Section 7. 8. Fi,JEL FLOWAGE FEES. Lessor shall be entitled to collect, and Company agrees to pay as additional consideration under the Agreement, as amended by any future Addenda, all fuel flowage fees as are imposed generally by the Minimum Standards for Fixed Base Operators, as amended from time to time. The fuel flowage fee shall be Six Cents per gallon upon the effective date of this Lease Agreement and shall be paid by the fifteenth (15th) day of each month for each gallon of aircraft fuel received or bought by the Company at the Airport during the preceding month, less the number of gallons pumped that month into aircraft exempt from fuel flowage fees pursuant to agreement with the Lessor. An investment credit of One Cent per gallon shall be allowed to the Company until such time as the cumulative investment credit has reached the Company's investment which was necessary to initially bring the tanks and facility into compliance with FDEP and EPA standards. The remaining dollars credited to Tenant from said percentage investment credit is $34, 160.05 as of October, 1993. Once the Investment Credit has reached said amount, the Investment Credit of One Cent per gallon shall no longer be available , and the fuel flowage fee shall be Six Cents per gallon. The Company shall provide to Lessor by the tenth (10th) day of each month a report of all aircraft fuel received or bought during 7 the preceding month and all aircraft fuel pumped into exempt aircraft during the preceding month, which report shall include copies of invoices supporting both amounts. Company shall authorize all of its suppliers to furnish to the Lessor any information required by the Lessor concerning fuel deliveries to the Company. The fuel flowage fee will be reviewed every five (5) years and may be increased to compensate for improvements made at the Airport that benefit the Company. 9. MAINTENANCE. The Company shall make its own arrangements for janitorial services including the care of interior and exterior maintenance of the areas and premises to be occupied under this Lease and all operating facilities installed or acquired by it. It shall make all repairs and improvements as may be necessary to maintain and keep same in good condition as at the beginning of this lease period or at the time of installation or modification, ordinary wear and tear accepted. 10. OWNERSHIP OF IMPROVEMENTS. It is agreed that title to all fixed improvements constructed hereafter on the leased premises by the Company shall at all times during the term of said Agreement remain in the Company. Upon termination, whether by expiration of the term, cancellation or forfeiture, said improvements shall become the property of the Lessor. Title to fixed improvements constructed by the Company on the Airport prior to the execution of this Agreement shall remain in the Company until termination. 11. UTILITY( CHAR ES. The Company agrees to pay for all utilities consumed on the leased premises, as well as its own 8 water, sewer and garbage pickup. Electricity and water consumption shall be metered through instruments fixed in place. Any expense for installation of meters or for connection or similar charges shall be paid by Company. 12. pEACEFILL,POSSESSION AND OUJEJ EN JOY The Company and its customers shall have, at all times the right of ingress, egress and a free access to the premises, and the Lessor guarantees to them the peaceful possession and quiet enjoyment thereof. The Lessor covenants that it will continue to operate the Airport as a public facility. 13. TERMINATION PRIOR TO EXPIRATION. a. The Lessor shall have the right to terminate this lease in whole or in part upon the occurrence of any of the following events: (1) Failure on the part of the Company to pay rent, fuel flowage fees or usage fees when due. (2) Filing by or the final adjudication against the Company of any petition of bankruptcy or the making of any transfer or general assignment for the benefit of creditors which has not been previously authorized by the Lessor. (3) The failure of the Company to perform or keep or observe any of the terms, covenants and conditions which it is obligated to perform, keep or observe under this lease after the expiration of any period of warning or ultimatum given by the Lessor to the Company to correct any deficiency of default. (4) The abandonment of the leased premises or 9 discontinuance of the business operations. (5) The failure of the Company to abide by the terms of any law governing its business or operations under this lease; rules and regulations of the Federal Aviation Administration; rules and regulations established by the Director of Airports; or a direct order of the Director of Airports concerning the movement or parking of aircraft or vehicles anywhere on the Airport or the relative rights, obligations and duties of the Company and other fixed base operators at the Airport. b. In the event of default of any of the above, except for a failure to abide by a direct order of the Airport Director or acting Airport Director concerning the movement or parking of aircraft or vehicles, the Lessor shall give the Company written notice specifying with particularity the nature of the alleged default or other ground for termination. The Company shall have fifteen (15) days from the receipt of said notice to correct any default; and the failure to so correct the default within fifteen (15) days shall result in absolute termination. Upon a failure of the Company to abide by any direct order of the Director of Airports concerning the movement or parking of aircraft or vehicles anywhere on the Airport, the Lessor shall have the authority to move, or to have moved, at the Company's sole expense (including any liability for such acts) , any aircraft or vehicles impeding the safe, orderly, and efficient use and control of the airport premises and to take all other actions the Company has not taken, at the Company's sole expense, which are necessary to effectuate 10 the order or orders not complied with. Company agrees to pay such expenses within ten (10) days after being billed for same. 14 . RATES AND PRICES. All rates and prices shall be established by the Company. However, they shall be fair and reasonable and in no case exorbitant and shall be subject to review by the Lessor. Reasonableness and fairness of prices shall be determined by whether they are comparable to prices charged for similar services or products of similar caliber or quality at other airports similarly situated. 15. ASSIGNMENTS. a. Except for sale or assignment of this lease to a bank or lending institution for financing purposes, no sublease, transfer or assignment by the Lessee of this lease or any part hereof or interest herein, directly or indirectly, voluntarily or involuntarily, shall be made unless such sub-lease, transfer or assignment is first approved by the Lessor in writing, which approval shall not be unreasonably withheld. Lessee shall not at any time assign this Agreement or any part thereof, nor sublet all or any portion of the leased premises herein without written approval of County® provided, however, that County shall not unreasonably withhold approval. The prohibitions above stated include assignment of this Agreement to any corporation with which Lessee may merge or consolidate or which may succeed all or any portion of the business of Lessee. b. The Lessor reserves the right prior to any assignment of this lease or any interest herein, or prior to possession by any 11 Mortgagee or Lessor of improvements of the Company through default by the Company, to approve any proposed Assignee, Mortgagee or Lessor of improvements of the Company, (collectively referred to in this paragraph as Assignee) , which approval shall not be unreasonably withheld. The Lessor shall consider, in approving such proposed Assignee, the ability of such proposed Assignee to perform the duties required of the Company as set out in this lease, the financial ability and capacity of such proposed Assignee to meet the obligations requiredby this lease and the general reputation of the proposed Assignee in the area in which the proposed Assignee has done business in the past. No assignment of any kind or nature shall be valid until the same has the prior approval of the Lessor, and when such approval is granted by the Lessor, then, and only then, will the Company be released from the obligations required by this Lease Agreement. C. In constructing improvements on the leased premises the Company may be required to mortgage such improvements. In the event a default should occur in any of the terms of any such mortgage or other agreement encumbering such improvements, the Mortgagee or Lessor of such improvements may have the right and option to take possession of the leased property and all improvements located thereon to the exclusion of the Company. such right and option shall be subject to the conditions of approval as set forth in Paragraphs 16 a. and b, regarding the assignment of this lease, or possession by Mortgagees or Lessors of improvements. If for any reason said Mortgagee or Lessor does not take possession 12 after the default, the Lessor shall have the right to occupy and use such improvements itself or to enter into any agreement or agreements with other persons or parties as to their uses subject only to the payment of any monies owed and outstanding against such improvements. In the event the Lessor should not elect to so take possession of all improvements located thereon as set forth above, the Lessor or any Mortgagee of such improvements under default as the case might be, shall have the right to remove all of said improvements from the leased property without obligation to the Lessor or damage to the leased property or any other Airport property. 16. EMPLOYEES OF THE COMPANY. The Company shall, if so directed by the Lessor in writing, require its employees who come in direct contact with the public on the Airport to wear a uniform or badge by which they may be known and distinguished as employees of the Company. 17 . FEDERAL, STATE AND LOCAL LAW. The Company shall comply with all federal, state and local laws, county and local ordinances, rules and regulations now and hereafter in force which may be applicable to the operation of its business at the Airport, including the Minimum Standards for Fixed Base Operators, as amended from time to time. IS. PAYMENT OF TAXES. The Company shall be liable for any and all taxes, penalties and interest herein assessed, levied or charged by any governmental agency against the Company's tangible personal property situated on the Lessor's premises and ad valorem 13 taxes, if any, assessed against the Company®s leasehold interest under this Agreement. However, Company shall not be deemed in default of this obligation pending the outcome of any legal proceeding by it contesting such tax liability. 19. FIRE LOSS - INSURANCE. The Company shall replace any buildings or facilities destroyed by fire and return them in predamage condition so that the replacement will be equivalent in value to the original facilities. Lessor shall permit a proportionate abatement of rent during a reasonable time for the repair or replacement of such buildings or facilities. The Company agrees to supply at its own cost and expense fire and extended coverage of at least 80% of the value of the property and to maintain hangar keeper's liability coverage with insurance companies approved by the Lessor. 20. WORD STOPPAGE OR STRIKE. In the event operations of the Company are substantially curtailed or interrupted for any reason beyond the control of the Company, including employees strikes against the Company or damage to or destruction to the assigned premises by fire or other casualty including war, civil insurrection or act of God, such condition shall operate to relieve the Company of its obligations to pay charges and fees required under this lease by creating a moratorium on payments to the extent of and in the same proportion as Company's operations are curtailed or interrupted; provided, the Company shall at all times use its best efforts to prevent, minimize, or remedy such curtailment or interruption. 14 21. WAIVER OF PEREORMANCE._ Failure of the Lessor to insist in any one or more instances upon a strict performance by the Company of any of the provisions, terms, covenants, reservations, conditions or stipulations herein shall not be deemed to have been made, in any instance, unless specifically expressed in writing by the Lessor as an amendment to this lease. 22. NOTICES TO THE LESSOR AND THE COMPANY, Notices to the Lessor shall be sufficient as sent by certified mail, postage prepaid, addressed to the Monroe County Board of County Commissioners, c/o County Administrator, 5100 College Road, Wing 2- PSB, Key West, Florida 33040, and notices to the Company shall be sufficient if sent by certified mail, postage prepaid, addressed to the Company at the leasehold address set forth in this lease or to other respective addresses as the parties hereto may designate in writing from time to time. 23. ST DARDS OF SERVICE. It is expressly understood and agreed as a condition of this Agreement that the Company, its tenants and sublessees, shall conduct a first-class commercial aviation service adequate at all times to meet the reasonable demands for such service on the Airport, in accordance with the Minimum Standards for Fixed Base Operators adopted by the Lessor and as amended from time to time. The Company, its tenants and sublessees agree to conduct said business in a proper and courteous manner, to furnish good, prompt and efficient services at all times and to provide at a minimum and at all times during the term of this lease. In the event the Company fails to perform its duties 15 in accordance with this Section and to the reasonable satisfaction of the Lessor, then the Lessor shall so inform Company in writing describing the particulars of the unsatisfactory performance and giving the Company a thirty (30) day period within which to correct the conditions to the satisfaction of the Lessor. In the event the Company fails to correct the default, the Lessor reserves the right to terminate this Agreement thirty (30) days after the written notice to the Company hereunder. 24. INDEMNIFICATION. a. The Company agrees to indemnify fully and save and hold harmless Lessor, its officers, agent and employees from and against all loss of damages, claims, liabilities and causes of action of every kind, character and nature as well as costs and fees, including reasonable attorneys fees connected therewith and the expense of any investigation thereof based upon or arising out of damages or injuries to third persons or their property to the extent they are caused by the negligence of the Company, its officers, agents or employees. Lessor shall give the Company prompt and reasonable notice of any such claims or actions and the Company shall have the right to investigate, compromise, and defend the same to the extent of its own interest. b. The Lessor agrees to indemnify fully and save and hold harmless Company, its officers, agents and employees from and against all loss of damage, claims, liabilities, causes of action of every kind or character and nature as well as costs and fees including reasonable attorneys' fees connected therewith and the 16 expenses of the investigation thereof based upon or arising out of damages or injuries to third persons or their property to the extent caused by the negligence of the Lessor. Company shall give to the Lessor prompt and reasonable notice of any such claims or actions, and the Lessor shall have the right to investigate, compromise, and defend the same to the extent of its own interest. C. Company agrees to carry and keep in force comprehensive general liability insurance covering personal injury and property damage and such other insurance as may be necessary to protect Lessor herein from such claims and actions set forth in the above indemnity clause. The limits of said insurance shall be as required by the Lessor's Standards for Fixed Base Operators, as amended from time to time. The Company shall furnish the Lessor with proper certification that such insurance is in force and will furnish additional certificates as evidence of changes of such insurance. d. Lessor agrees to carry and keep in force public liability insurance covering personal injury and property damage, and such other insurance as may be necessary to protect Lessor herein from such claims and actions aforesaid. Lessee agrees to carry and keep force such insurance within minimum limits of liability for personal injury in a sum not less than $300,000 for any one person, and $500,000 for any one accident; and for property damage in a sum not less than $200,000; and Comprehensive General Liability coverage with combined single limits for bodily injury and property damage in the amount of $1,000,000; and to furnish 17 Lessor with proper certificate certifying that such insurance is in force. Lessee shall carry its insurance coverages with insurance companies authorized to do business in the State of Florida. 25. NON-EXCLUSIVE RIGHTS. It is further covenanted and agreed that nothing contained in this Agreement shall be construed to grant or authorize the granting of any exclusive right within the meaning of Section 308 of the Federal Aviation Act of 1958. 26. GRANT AGREEMENTS. The leased premises and the Airport are subject to the terms of those certain sponsors' assurances made to guarantee the public use of the airport as incident to grant agreements between the Lessor and the United States of America as amended and the Quit Claim Deed from the United States of America, predecessor in title to the leased premises. The parties represent that none of the provisions of this Agreement violate any of the provisions of the sponsors' assurance agreement or said Quit Claim Deed. 27. RIGHT TO_ FVELOP THE AIRPORT. It is further covenanted and agreed that the Lessor reserves the right to further develop and improve the Airport and all landing areas and taxiways as it may see fit regardless of the desires or the views of the Company and without interference and hindrance provided, however, that such development or improvement does not adversely affect Company's use and occupancy under this Agreement. 28. NON-DISCRIMINATION. The Company for itself, its personal representative, successors in interest and assigns as part of consideration hereof, does hereby covenant and agree, as a covenant 18 running with the land that: 1. No person on the grounds of sex, age, religion, physical handicaps, race, color and national origin, shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination in the use of said facilities. 2. That in the construction of any improvements on, over or under such land and the furnishing of services thereon, no person on the grounds of race, color or national origin shall be excluded from the participation in, denied the benefits of, or otherwise be subjected to discrimination. 3 . Company shall use the premises in compliance with other requirements imposed by and pursuant to Title 49, Code of Federal Regulations Department of Transportation, Subtitle A, office of the Secretary, Part 21, Non-discrimination in Federally assisted programs of the Department of Transportation, Effectuation of title 6 of the Civil Rights Act of 1964, and as the regulations may be amended. 29. RIGHT TO &MEND. In the event that the Federal Aviation Administration or its successors require modification or change in this Agreement as a condition precedent to the granting of funds for the improvement of the Airport, the Company agrees to consent to such amendments, modifications or requirements of this Agreement as may be reasonably required to obtain such funds provided, however, that in no event will the Company be required pursuant to this paragraph to agree to an increase in the rent provided for 19 hereinunder; or to agree to a reduction in size of the leased premises or to a change in the use to which the Company has put the leased premises (provided it is an authorized use hereunder) without an adjustment in rent. 30. REQVLhTJQNS OF IHE LESSOR, The occupancy and use of the Company of the leased premises and the rights herein conferred upon the Company shall be subject to the Lessor's Standards for Fixed Base operators, as amended from time to time, and to valid rules and regulations as are or may hereafter be prescribed by the Lessor through the lawful exercise of its powers provided, however, that no such rule or regulation or standard shall be of such nature as to interfere with or cause any derogation or infringement with or upon the rights and privileges herein in this agreement granted to the Company. The Company shall be given advance notice of any proposed change or addition to such rules or regulations and an opportunity to be heard thereon. All the terms, conditions and covenants of this Agreement shall inure to the benefit of and be binding upon he successors and assigns of the parties hereto. 31. CONSTRUCTION OF AG ENT. This Agreement is made in and shall be construed in accordance with the laws of the State of Florida. All duties, obligations and liabilities of Lessor and Company with respect to the leased premises are expressly set forth herein, and this Agreement can only be amended in writing and agreed to by both parties. 32. RECORDING. This Agreement when executed and delivered 20 will be recorded in the Public Records, Monroe County, Florida, and cost of said recording shall be paid for by the Lessor. 33. S The Lessee agrees to commit no waste nor permit any waste to be committed to the leased premises, and Lessee shall keep the premises at all times in a clean condition, free from the accumulation of trash and other waste materials, and shall protect said premises from any and all fire hazards and surrender the same at the termination of this lease in as good condition as they now are, ordinary wear and tear and damage by the elements excepted. The Lessor shall have the right at any time to enter upon the leased facilities for the purpose of inspecting same. 34. NON-INTERFERENCE. The Lessor may at any time during the effective period of this lease enter into contracts with any passenger or freight-carrying airlines for the use of the Airport facilities, or with other fixed base operators, and nothing herein contained shall be construed to preclude the Lessor from so doing, and the Lessee agrees to cooperate with the Lessor and with any and all airlines contracted with by the Lessor for the use of said airport facilities in a manner so as to encourage and not to in anyway interfere with the use of the said Airport facilities by any airline operating there or by other fixed base operators. 35. LITIGATION EXPENSES. In the event either party is required to enforce any of the terms of this Agreement against the other party, the defaulting party shall pay all costs and expenses applicable thereto, including reasonable attorneys, fees, whether initial court, appellate court, or any other proceeding. 21 36. INTERPRETATION. This Lease Agreement shall be interpreted and enforced in accordance with the laws of the State of Florida, and the unconstitutionality or unenforceability of any part hereof shall not affect the enforceability of any other part. 37. OTHER FIXED BASE-OPERATORS. The Lessor agrees that it shall comply with the provisions of 49 USC S1718(a) (1) , with all FAA rules, and with all other laws,rules or regulations concerning entering into contracts with other fixed base operators on terms more favorable than those herein granted. No lease agreement for a similar fixed base operation on the Airport shall be entered into by the Lessor with any other person, firm, corporation, or partnership on terms which are more advantageous or upon conditions less stringent or at a lower rental for comparable lands and buildings than for those herein devised, in accordance with 49 USC S1718(a) (1) . 38. NOR-COMPETITION BY LESSOR. The Lessor agrees that it will not itself provide any of the services herein contracted for, nor otherwise enter into competition with the Company's business herein authorized, unless and until this Agreement has been breached by the Company and has been declared in default and terminated by the Lessor. 39. PARCEL C TERMINATION, The Lessor reserves the right to terminate this lease only as to the additional General Aviation Apron parcel as described on Exhibit IICII with thirty (30) days written notice to Lessee if the Lessor determines that the lease of the additional General Aviation Apron parcel is a violation of FAA 22 directives concerning competition opportunities for additional FBOs. In the event the Lessor exercises the right to terminate this lease as to the space described on Exhibit "C", all other provisions of this lease shall remain in full force and effect except those provisions specifically regarding the space described on Exhibit "C". 40. REDETERMINATION OF RENT FOR GENERAL AVIATION PARCEL DESCRIBED ON EXHIBIT "A". In the event the Company exercises one or both of its options to renew this lease for an additional term as provided in Paragraph 6 hereof the base rent for Parcel A the General Aviation Parcel shall be adjusted to reflect a fair rental on the leased Airport land. Fair rental value is a market based concept established by appraisal then multiplying the appraised value by ten percent (10%) (eg, if the appraised value is $100,000, the annual fair rental value will be $10,000) . In determining the fair market value the parties agree that an appraisal shall be based upon usage of the land by a fixed base operator as opposed to the highest and best use appraisal method. It shall be the Company's responsibility to obtain and pay for said appraisal. 41. The Company's right to exercise the two (2) options to renew referred to in Paragraph 6 above shall be conditioned upon the Company making capital improvements during the initial term, i.e. , ten (10) years, of this lease in an amount not less than $269,000. These additional improvements shall not be included in the appraised value for Rent Redetermination in Paragraph 42 above. 23 IN WITNESS WHEREOF, the parties have hereunto set their hands and affixed their seals on this, the day and year first written above. COUNTY OF ROE, ANS BY: YOR (SEAL) Danny L. Kolhage, Clerk Attest: ra. 414"'t, L— CLERK ISLAND CI ING SERVICE, INC. , BY: ZPR�ENT (SEAL) Attest: SECRETARY f c:\wpwin\wpd&ta\icfm.lee J.Mi Atromov's Office 24 5 Oq� 4 1� _ 'SZO� `0 ' -�0/t ... /,��'r✓ 7,d60/� -_ --- -_ I O in D p-�— Z—r Z Wn \ 4 \ n0 iz n ynttA {+ �11 r' 1 s N I y i• r x pig �( ,� .bs A A j , gi�p�.sY'�r �L O try �� , /2.•q-Jr.� _ I' -r c)m OOx_ Z n ~ .TAXIWAY "E" II •. I. I{ I I - I , I i ( A !I I , _,. Exhibit "A" LEGAL DESCRIPTION A parcel of land within KEY WEST INTERNATIONAL AIRPORT property located on Elie island of Key West , Monroe County, Florida, being more particularly described as follows : COMy NCE at the Point of Beginning of KEY WEST INTERNATIONAL AIRPORT property, located at the northerly curb line of South 'Roosevelt Boulcvard, lying N 74 53 ' 02''W and 67/4 . 36 ieet of the U. S. Army Corps of Engineers Reference Monument KWBE-2 , also located at said South Roosevelt Boulevard; THEN run N 01 35 ' 42"W along the property line of said KEY WEST INTERZIATIONAL AIRPORT for 436. 14 feet to a point , said point being the POINT OF BEGINNING of the parcel of land herein being described; Thence run N 68 55 ' 45"W along the southerly property line of said KEY WEST INTERNATIONAL AIRPORT , for 264. 75 feet to a point on said southerly property line; Thence run N 12 5233"E, for 79 . 29 feet to a point; Thence run S 82 59 ' 17"E , for 50. 00 feet to a point; ' Thence run N 00 21' 13"W, for 346. 01 feet to a point ; Thence run N 89 38' 46"E , along a line 125 . 00 feet South and parallel with the center line of TAXIWAY "A" , for 550 . 67 feet to a point; Thence run S 00 21 ' 14"E, along a line 225 . 00 feet Wesk, and parallel with the center line of TAXIWAY "E" , for 403. 82 feet to a point; Thence run S 89 51130"W$ for 101. 93 feet to a poinL ; Thence run S 01 .09 ' 26"E, for 69 . 00 feet to a point ; Thence run S 88, 50' 36"W, for 166 . 99 feet to a point ; Thence run N 01 09 ' 25"W, for . 50. 00 feet to a poiu.L ; Thence run S 88 50' 36"W, for 50 . 00 feet to a point ; Thence run S 01 09 ' 26 .'E, for 109 . 55 feet to a point�-- ; Thence run 14 68 55 ' 45"E, for 58 . 93 feet to the POINT OF BEGINNING of the herein described parcel of land. Containing 5. 97 acres more or less . MONROE COuNiir 7 I ; q -61 ©O , a 4 p0 o n • — a � r so • + CA _ `t e N • 1 •1♦ .1 w EXHIBIT "B" - arCai _`f!". Fuel Para Only 110) ' ' MONROE COUN) l •� ��-`�` .Y9Y2NT CONITDYCTION AND StALCOAT1NG SLOW STRIPES •p olo• ' .1 Y 4' ri rill t dew aZ . le��o.so ' .so•�rT�rr — its \ OC-3 F-28 (1000 to 4000) Z SF•340 p EMS-110 ,Krfr 0. 11-7 EMB-110 CE 9XIIT1Na CoNC BEECHCRAFT 1e ,IA�r 0 � wIr CARGO APRON IrEDERAL AIR CARGO ' — * �i�XPREIS AMERICA I EX18T. GATE i, I �A0 CMI B XDWG PEp STFUAN GATT 11 of/IC[ �u1LDw� E1IHIi1? NCO - Parcel NCO Eaet General Aviation Ramp 7r- -?2 4401 MONROE COUNTYY ID:305-292-4401 JAN 11 '94 11 :37 NO -007 P.1` Ms=1WJ la irrdkl GENERAL LiADIIATY r INSURANCE RKOUIR91 IEM � CONTRACT FOR 0911 WEEN MONROE COUNTY,PWRIDA AND Prior to tho commencement or work govemed by thin contract,the C011trAdOr rJwll obtriin General UabiSly Insurance. Coverage shell be maintained throughout the lire or the contract and Include, as a minimum: Premises Operations . + Pwducts wad Completed Operations Blanket Contractual Liability + Personal Injury[aability + Bxpanded Definition d'Property Damage The minimum limits acoeptsbio shall be: $1.000,000 Combined Single Limit(CSL) if split limits are provided, the minimum Stalls acceptable shall be: i ., S 500,000$ 000000ppoerr Person S h,I00,000 P �e c tiPyy An Occunvm Fomt policy is p m&ffod. If cevemSe is provided on a Claims Made policy,its provisions should include coverage ibr dams Shod on or afla the a t divo date of this contract. In addition,lire period Ibr wl"claims may be reported should extend Ibr a ndnimum of iwelvc (12)months folbwing the acceptance of work by the county. The Monroe County Board orCounty Conunissionors shall be named as Additional Insured on all policies issued to sadly the above regctiromcn<s. Awhiabiw Mw+K1ia. GL3 N10�.r SG jAN 11 194 1W42 3M 292 4401 PRGE.019 MONROE COUNTYY ID:305-292-4401 JAN 11 '94 11 :36 N0 .007 P- IS Abe®2L 1"1 a nwti AIRPORT LIABILITY • AND 11ANGARKEEPiERS LEGAL LIABILITY INSURANCE REQUIREMENT Vol. CONTRACT 1391VEIr.N MONROIE COUNTY,FLORIDA AND itccognizing that the work cd by lhhs contract imelvt tlw repair.sav maintcnanra, ti lttclh or storage of ,the Cornrae1c,r wiN be fired to purchaxe anti maintain, throng t tltio l�fb of the Airrpport L.fability 11 [,c� 'y Insumnoc naenhng tho re County B ol't'.°tsunty Comm as A ditionafl>aun�. The minimum limits ofliabiiily shall be$500,000. r w.haft"Im I IKL2 JAN 11 -94 10:42 305 292 4401 PAOE.018 ID:305-292-4401 3PIN 11 -94 11 .36 N0 .007 P .16 MONROE COUNTYY API IL WORKER$'COMPCWSATION INSURANCic REQUIREMENTS : f FOR CONTRACT BEE WREN MONROE COUNTY.FLORIDA AND Prior to the commaneament orwork governed by this contract.ilia CotgwAor afiafl obtain Workers'Compowtion Insutance with Wts sufficient to ratpond to the applicably state statutaa. In addition, On Contractor shall obtain Ernpiaycrae Liability Insurance with limps or not less than. 31,000.000 Bodily Injury by Accidenl S 1.000,000 tiodlly I ury by Disoase.policy limits S1,000.000 Bodily Iryury by blseasa,inch employee . Coverage shall be maintained throughout the entire term Ocilla contract. Coverage shah be provided by a company or companies authorized to transact business in ilia state of Florida and the company or companies roust maintain a munlrnnm rating of A-V1, as assigned by the A.M.Best Co npany. • If Cite Contractor has been approved by the Florida's Department of Labor.as an autlrorired sdr. insurer,the County shall r ognim and honor the Contractor's status. The Contractor nary be rawired,to subatit a Letter ot'Authorization issued by the Departmit of Labor and a Certificate of insurance.provid'urg details on the Contractoes Excess Insurance Program. If the Contractor participates in a self-insurance fund,a Certificate or Insurance wig be required. In addition,the Contractor may be required to submit updated 0nandal swtotrt mm Ibm the fund upon request tiros the County. a.rna.c.Mw+ra+� WC3 r .• � 3W 292 4401 PSIGE.016 JAlJ 11 994 10:41 I0:305-292-4401 JAN 11 '94 11 :35 No .007 P.17 MONROE CpUNTYY APVsxtwt �.�t%Wk% • VI6111CL6 LfAD11.17Y INSURANCC RCQUIREM0M CONTRACT FOR BCTWKEN MONROE COUNTY,FIA)RIUA AND Recognir3rtg that the work governed this contract requku the use of veljkW,the Comractor. prior to tho commoncaneat of work s1uiM obtain Vetdcb liabilityy Inca Coverap don be nwiintained throughmit the lire ortho contract and include,as a nilnimwn.11abt0ty cAverap Rbr: • Owned, Non-Owned.end Nired,Vehicles Tim minimum[units acceptable shall be: $1,000,000 Combined Single Limit(CSL) irsplit limits are provided,the minimum limits acceptable shall be: S 500,000 per person S1,o00,00oper Oow"wee IL $ 100,000 Property O+mw The Monroe County Board of Coolly Commissioners shall be named as Additional Insured on all . policies issued to vat*the above requirements. • A/wi�idM{wL�Nlulio� ' VL3 "WA 77 3M 292 4401 PAGE.017 JAN 11 194 10:41 LEASE ASSIGNMENT, ASSUMPTION AND CONSENT This LEASE ASSIGN JMNT,ASSUMPTION AND CONSENT (the"Ass�t") is made and entered into as of . �C!� �, 2015, by and between Island City Flying Services, Inc., a Florida corpo tion ("A Asignof'), Piedmont Hawthorne Aviation, LLC d/b/a Landmark Aviation, a Delaware limited liability company ("Assignee") and the Board of County Commissioners of Monroe County,Florida("Landlord7). WITNESSETH: WHERE AS, Assignor and Landlord are all of the parties to the leases, amendments, modifications, addendums, and agreements set forth on Exhibit A (collectively, the "Leases"); and WHEREAS, Assignor desires by this instrument to assign all of its rights, interests and obligations under the Leases to Assignee, and Assignee desires to assume all of Assignor's liabilities and obligations under the Leases, and Landlord desires to consent to such assignment and assumption, all upon the terms and conditions set forth here; NOW, THEREFORE, for valid consideration the receipt and sufficiency of which is acknowledged, the parties agree as follows: 1. Assignment. Assignor hereby assigns, transfers and conveys unto Assignee all of Assignor's rights and interests under the Leases, and hereby assigns, transfers and conveys unto Assignee all of Assignor's obligations and liabilities under the Leases, but only those arising or incurred on or after the date of this Assignment. 2. Assumption. Assignee hereby assumes and agrees to pay, discharge and perform in a full and timely manner all of Assignor's liabilities and obligations under the Leases, but only as arising or incurred on or after the date of this Assignment. 3. Consent. Landlord hereby consents to the foregoing assignment and assumption, and releases Assignor from any liability or obligation under the Leases arising or incurred on or after the date of this Assignment. Landlord also hereby acknowledges and confirms to Assignee that: (i) Assignor and Landlord are all of the parties to each of the Leases; (ii) the Leases represent the entire understanding of the parties with respect to the matters that are the subject thereof, and have not been amended or otherwise modified; (iii) the Leases are in full force and effect in accordance with their terms, which terms have not been further modified; (iv) Assignor has paid to Landlord all amounts due and payable under the Leases to date and has performed all non-monetary obligations under the Leases to date; (v) to Landlord's knowledge, no defaults on behalf of either Assignor or Landlord have occurred and are continuing under the Leases, nor have any events occurred which with the giving of notice, the passage of time or both would constitute defaults under the Leases; (vi) there are no present charges, liens or claims of offset under the Leases; (vii) the address for notices to be sent to Landlord is as expressly set forth in the Leases; (vill) no sums have been deposited with Landlord other than the security deposit as expressly set forth, as applicable, in the Leases; (ix) Landlord has no cause of action against Assignor arising out of any of the Leases, nor to the best of Landlord's knowledge does the basis for any cause of action exist; (x) the term of the Leases shall terminate July 31, 2036; (xi) the rent under the Leases currently is $12,958.75 per month, or $155,505.05 plus the applicable sales tax annually; (xii) there are no additional capital expenditures other than those expressly stated in the Leases. 4. Full Force and Effect. The Leases shall continue in full force and effect and the Leases are ratified. In the event of a conflict between the terms of the Leases and this Assignment, this Assignment shall prevail. 5. Binding Effect. This Assignment shall not be effective unless and until the transaction between Assignor and Assignee closes. Thereafter, it shall be binding upon and shall inure to the benefit of Assignor, Assignee, Landlord, and their respective and permitted successors and assigns. 6. Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the parties had signed the same signature page. [Signature Page Follows] IN WITNESS F, the Parties have hereunto set their hands and seals as of the day and year first written above. Piedmont Hawthorne Aviation, LLC /a Landmark Aviation y: Name: d �1 C 'title: ��"E�°/ �11 nd Cit F ing Services, Inc. y: .... Name: Title: c�. ... Board of County Commissioners of Monroe County, Florida By: Name: w G t ti title: rl. ....pp fE ..._. -DE COU'2 M .>R, - ASSISI aMe 3 EXHIBITA a� ,__ ,•� _- 't,, „ ��w�y ,s �y lsi y y , „- tct r., 15, I � Ili I„y �y r Pi w+ y a. y � ? y + t I� tl t' y y4r Iy� t t y { ttt t4 ® mq� r fl p t yt r y � 1 fi y7t b �t Vys tir — y 4� f � f t FS' ki i S IIIIII 4�j y or�-, f t t ,l y tg t 4 i I{ w,ti I��Illl�f l,' �III4 iT Y a � e � i ui 0 do o Ca (DD a ® 0 CO LL m o'04 �. a. .® LL CID 0 Cal R a Cm 0 ° Lu va ° t cri L m o > CL al 2 ® C.J c� 0 LD 0 F `` ®- CC V A I I I i l l 11 1 I s� r r P gz wo CL LN Em- Im ID 0 In CL w to 75a- t L§. 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(7#Gy(sS �� : �qjml {t4{ , 4yt.. iv}'1 �v1 (AyltR1 tl l4st}1 ~t ji j� j tt l�. 1 Ss �� BILL OF SALE Island City Flying Services, Inc. ("aeller"), for good and valuable consideration, the receipt and sufficiency of which are acknowledged, does grant, sell, assign, transfer and convey unto Piedmont Hawthorne Aviation, LLC ("Eurchaser"),all of Seller's right,title and interest in and to the Purchased Assets (as defined in that certain Asset Purchase and Sale Agreement on Seller and Purchaser, dated effective , 201_(the"—PurclLasp pqrneut"), to AgL —- have and to hold for its disposition. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Purchase Agreement. 1. Sale and Assignment ofPurchased Assets. Subject to the terms and conditions set forth in the Purchase Agreement,Seller hereby sells,assigns,grants,conveys,transfers,sets over and delivers to Purchaser, and Purchaser hereby purchases and receives from Seller, good,valid and marketable title to the Purchased Assets. 2. Power of Attorney. Seller hereby constitutes and appoints Purchaser. its successors and assigns, its true and lawful attorney, with full power of substitution to dernand and receive from time to time any and all of Seller's rights with respect to the Purchased Assets hereby conveyed, transferred, assigned and delivered or intended so to be; from time to time to institute and prosecute, for the benefit of Purchaser, any and all proceedings at law,in equity or otherwise, which Purchaser, its successors and assigns, may deem proper to collect, assert or enforce any claim, title, right, debt or account hereby transferred and assigned or mutually intended by Seller and Purchaser so to be; and to defend and compromise, any and all actions, suits or proceedings in respect of any of the Purchased Assets hereby assigned and transferred or mutually intended by Seller and Purchaser so to be, that Purchaser, its successors and assigns, shall deem desirable. 3. Further Assistance, Seller covenants and agrees with Purchaser that Seller will, whenever and as often as reasonably required so to do by Purchaser, its successors and assigns, execute, acknowledge and deliver any and all such other mid her acts, deeds, assignments, transfers,confirmations,powers of attorney and any instrument of 11irther assurance as Purchaser may deem reasonably necessary or proper in order to complete, insure and perfect the conveyance and transfer to Purchaser, its successors and assigns,of all the right,title and interest of Seller in and to any and all of the Purchased Assets conveyed, transferred, assigned and delivered or mutually intended by Seller and Purchaser so to be. 4. Third Parties, This Bill of Sale shall bind, and inure to the benefit of Seller and Purchaser and their respective successors and assigns. Nothing in this Bill of Sale express or implied, is intended or shall be construed to confer upon, or give to, any person, firm or corporation other than the parties hereto and their respective successors or assigns, any remedy or claim under or by reason of this Bill of Sale or any terms, covenant or condition hereof, and all the terms, covenants and conditions, promises and agreements contained in this Bill of Sale shall be for the sole and exclusive benefit of the parties and their successors and assigns. 5. Additional Instruments, In conjunction with the execution and delivery of this Bill of Sale, Seller may execute and deliver additional instruments of conveyance, transfer and assignment relating to certain of the Purchased Assets,as may be necessary. No such additional instrument of conveyance, transfer or assignment shall limit the scope and effect of this Bill of Sale. 6. Applicable Law. This Bill of Sale shall be governed by and construed in accordance with the internal laws of the State of Florida,without regard to any conflict of laws provisions that would require the application of the law of any other jurisdiction. This Bill of Sale may be executed by facsimile signature and in any number of counterparts,each of which shall be deemed an original,but all of which together will constitute one and the same instiument. IN WITNESS WHEREOF,the parties hereto have executed this Bill of Sale as of 201,111. SELLER By: Narne- Title- PURCHASER By: Name: Title: LCME AMFNDMENT Island City Flying Service, Inc. THIS LEASE AMENDMENT is entered into on the day of C , 2002, by and between BOARD OF COUNTY COMMISSIONERS OF M NROE COUNTY, hereafter Lessor, and ISLAND CITY FLYING SERVICE, INC. a corporation, hereafter Lessee. WHEREAS, in a Lease Amendment dated April 18, 2001, a copy of which is attached hereto and incorporated herein by reference, the Lessor agreed to provide to Lessee 92,447 square feet of additional land to Lessee known as the"West Ramp" as shown on EXHIBIT D In exchange for Lessee's agreement to devote the Air Cargo area exclusively to Air Cargo and large general aviation aircraft operations; and WHEREAS, the area of the West Ramp included the access road, which Is used by Airport staff and others to reach sites beyond the ramp; and WHEREAS, the parties desire to delete from the lease the road area included in the West Ramp, leaving an area of 56,770 square feet as the West Ramp; now, therefore, IN CONSIDERATION of the mutual promises and It is agreed as follows: 1. Paragraph 3 of the April 18, 2001 lease amendment and modification agreement Is amended to read: 3. At such time as Lessor has paved and made ready for occupancy the West Ramp shown on EXHIBIT D, the West Ramp shall be Included within the Lease premises, and Lessee shall pay for the 56,770 square feet comprising the West Ramp TWENTY-SEVEN CENTS ($0.27) per foot on an annual basis, payable monthly. 2. Except as provided In this amendment, in all other respects, the terms and ns of the original lease remain in full force and effect. 1311 WITNESS WHEREOF, the parties hereto have set their hands and seals th"ay Irbr first above written. U v � ''� �• (S ) BOARD OF COUNTY COMMI ERA„' o `!' AMST: DANNY L. KOLHAGE, CLERK OF MONR COUNTY, FLORIQK,— -� a r, x- �,`. P =5j7 B By l � eputy Clerk I May Chai r:" 2 CD (SEAL) IS ND CITY N SERVICE, INC. Attest: By By Title Title ]dairlCFSA3 APPROVED AS ro•OqM GAC N R 8 T N. DATE Z LEASE AMENDMENT AND MODIFICAUON AGREEMENT THIS LEASE AMENDMENT is entered into on the /kl day of L_ , 2001, by and between BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, a political subdivision of the State of Florida, hereafter Lessor, and ISLAND CITY FLYING SERVICE, INC. a corporation, hereafter Lessee. WHEREAS, Lessor and Lessee are parties to a Lease Agreement together with all amendments and modifications thereto (the "Lease"), a copy of which is attached hereto; and WHEREAS, under the Lease, Lessee presently occupies the site shown on EXHIBIT A and the East Ramp as shown on EXHIBIT B ("East Ramp"); and WHEREAS, Lessor desires that Lessee utilize a portion of the East Ramp (the "Air Cargo area") for air cargo operations, and the Lessee is willing to manage and sublease to air cargo operators the Air Cargo area; and WHEREAS, the Lessor Is willing to provide 92,447 square feet of additional land to Lessee known as the West Ramp as shown on EXHIBIT D ("West Ramp") in exchange for Lessee's agreement to devote the Air Cargo area exclusively to Air Cargo and large general aviation aircraft operations; and WHEREAS, the area of the West Ramp exceeds the area of the East Ramp, but because of their respective locations the rental value of the East Ramp exceeds the rental value of the West Ramp; and WHEREAS, as a result of the amendment and modifications hereby authorized, the rent to be received by the Lessor will increase approximately Fifty Thousand Dollars ($50,000.00) (i.e., from less then Twenty-five Thousand Dollars ($25,000.00) to SEVENTY-FIVE THOUSAND DOLLARS ($75,000.00)); and WHEREAS, these modifications and amendments will provide Lessor a fair benefit, and the airport facility will be improved; and WHEREAS, Lessor has an opportunity to obtain federal and state funds for airport improvement for a hangar area and ramp, a portion of which land is now occupied by Lessee under the Lease; and WHEREAS, Lessee is willing to surrender a portion of its existing leased site (shown as Hangars 19 and 20) as shown on EXHIBIT C in order to help facilitate the development of said facility; and WHEREAS, the parties contemplate such a reduction of the leased premises to allow for the relocation of hangars and construction of new hangars pursuant to a future RFP (the "Hangar Development Proposal"); and WHEREAS, there has been some confusion as to which entities and/or airplanes are subject to the County's Fuel Flowage Fee, and the parties desire to clarify same; now, therefore, IN CONSIDERATION of the mutual promises and covenants herein contained and other valuable consideration, the receipt of which is hereby acknowledged, it is agreed as follows: 1. That the recitals contained herein are true and correct and Incorporated herein by reference. 2. The leasehold premises described on EXHIBIT A is hereby deleted and In lieu thereof the property shown on EXHIBIT A-1 Is substituted. At such time as Monroe County paves the shaded area shown on EXHIBIT A-1, then Lessee shall begin paying rent at FORTY-ONE CENTS ($0.41) per square foot on an annual basis, payable monthly to the County, for the shaded area. The shaded area is approximately 20,000 square feet. 3. At such time as Lessor has paved and made ready for occupancy the West Ramp shown on EXHIBIT D, the West Ramp shall be included within the Lease premises, and Lessee shall pay for the 83,407 square feet comprising the West Ramp TWENTY-SEVEN CENTS ($0.27) per foot on an annual basis, payable monthly. 4. At such time as all of the necessary plans, permits and other conditions precedent to the implementing of the Hangar Development Proposal have been approved, and the consent of no fewer than 100% of all existing hangar tenants within the Hangar Development Proposal boundaries has been obtained, then the property, shown as Hangars 19 and 20 on EXHIBIT A-1, shall be deleted from the Lease and the approximate 44' x 246'strip shown on EXHIBIT D-1 shall be added and the leased premises shall be amended to include the property shown on EXHIBIT C and D-1. Lessee shall then Increase its existing rent to FORTY-ONE CENTS ($0.41) per square foot for the property shown on EXHIBIT C and TWENTY- SEVEN CENTS ($0.27) per square foot for the property shown on EXHIBIT D-1 on an annual basis, payable monthly, and the expiration of the Lease shall be extended to the same expiration date as the expiration date under the Lease entered into pursuant to the Hangar Development Proposal. 5. In addition to the other rent due Lessor, Lessee shall pay to Lessor monthly as additional rent Ten Percent (10%) of the gross rents on ramp fees received by Lessee from all sublessees and tenants engaged In air cargo and like operations on the East Ramp. Lessee shall provide Lessor monthly with backup documentation sufficient for Lessor to verify Lessee's gross receipts from such air cargo and like operations. 6. The exemption for the fuel flowage fee shall only be applicable to aircraft operated by airlines providing regularly scheduled service to Key West International Airport, and to aircraft owned or operated by Island City Flying Service. By way of illustration and not exclusion, the airplanes operated by Seaplanes of Key West, an affiliate of Island City, shall be exempt. ca ITNESS WHEREOF, the parties hereto have set their hands and seals the ®fU first above written. ® BOARD OF COUNTY COMMISSIONERS NY L. KOLHAGE, CLERKSB F MONROE COUNTY, FLORIDA va �Pe P y eputy Clerk Mayor/Chairman (SEAL) ISLAND CITY FLYING SERVICE, INC. Attest,_, By By Title Taletrrr-%; jdairpordlCFSA - a 'PPR ova ® oU . re a °a am L, FE 3- off= � Cd Li.. 1 x ls.l ED U L } �o ��,�. •�_ ��' ��" . fir''' • 33 II1 t:z- u � . i _ f 01, Cull 3- 1 9-.2SM FROM KEY WEST I N L A I RPOR 3M 292 3578 P. d + ®% .8 N. all o i k N % I �- I ,. 2 x LLI :o 46 • z: ` •f "I { 1 ri diri •� � �P�^ G� tf� 1 y- I On k !%Md CPA ao o �o r� Cl �f 3-30-2001 9:26AM FROM KEY WEST INTL AIRPOR 305 292 3578 P.6 I � f LD Lai log Z i o � I I ; l 1 f Y w �•t I •G j 1 e I m . �I r - V 3-30--2001 9.27AM FROM KEY WEST INTL AIRPOR 305 292 3578 P.7 1 3 ate.. �w F aN ® ® by ! e nfl o � 0 o a I r W� • o -A $9 O r vSe c® .0s P.,...✓ v � f Ili < _ `d X I W� rr w 0 =�4 r M r� , s �o tttt`_ W3 W p' o ¢< F~Zix 67 1 S CL ly y v� r m LLI cc L W LLI ow AL ss TI W N 1 P pRK — 1,--, yr �t t � , r C! ss4 ii�4t t ,1 iPUsv��Vi�Ns+tt�f�� e { t 3s s , ! jilt{4i s'1 f�l�s �, �Ssrs 1I{ tiV� r }{ SKETCH & DESCRIPTION LEASE D PORTION OF KEY WEST INTERNATIONAL AIRPORT CITY OF KEY WEST MONROE COUNTY, FLORIDA Exhibit C Signature Flight Suport (Survey Lease D) SURVEYOR'S NOTES: BOCC Feb. 21, 2021 1. Reproductions of this Sketch are not valid without the signature and the original raised seal of a Florida licensed surveyor and mapper. 2. No Title Opinion or Abstract to the subject property has been provided. It is possible that there are Deeds, Easements, or other instruments (recorded or unrecorded) which may affect the subject property. No search of the Public Records has been made by the Surveyor. 3. The land description shown hereon was prepared by the Surveyor. 4. Bearings shown hereon are based on the 2011 Adjustment of the North American Datum of 1983, NAD 83 (2011) Epoch 2010.00 of the Florida State Plane Coordinate System with the north right—of—way line of Roosevelt Boulevard having a bearing of S 80'26'31" E. 5. Data shown hereon was compiled from instrument(s) of record and does not constitute a boundary survey. 6. Abbreviation Legend: A= Arc Distance; Centerline; BLVD.= Boulevard; A= Central Angle; F.D.O.T.= Florida Department of Transportation; M.C.R.= Monroe County Records; NR= Non—Radial; P.B.= Plat Book; PG.= Page; P.O.B. Point of Beginning, P.O.C. = Point of Commencement; PT= Point of Tangency, R= Radius; R/W = Right—of—Way, STA= Station. CERTIFICATION: I HEREBY CERTIFY that the attached Sketch and Description of the hereon described property is true and correct to the best of my knowledge and belief as prepared under my direction. I FURTHER CERTIFY that this Sketch and Description meets the Standardsqf„Practice set forth in Chapter 5J-17, Florida Administrative Code, pursuant to Section 4720�2t., :Itridar;Statutes. Date: _ January 06, 2020 ____ r; m ____ _ Digitally signed by Keith M. K ITI€= -4. TOW, P.L.S. Zli Florid"a,`�gfs'trgtison•-No. 5328 � Chee-A-Tow AVI ROIv(� $SOCf ATES, INC. Date:2020.01.06 16:58:59-05'00' L.B. No. 33(70 REVISIONSAVIROM&ASSOCIATES,INC. JOB#: 91 -1 . 0:/06/20M pPASE? GRAPHIC AREA LABE, oM&A s o� SURVEYING& MAPPING SCALE: NIA 9.� 50 S.W.rend AVENUE,SUITE 102 DATE: 06/07/2019 4 ti BOCA RATON,FLORIDA 33432 BY: K.C. (561)392-2594 / www.AVIROMSURVEY.com CHECKED: K. .C-A-T �TAg[ISHED 99$` C2019 AVIROM&ASSOCIATES,INC.sll fights reserved. F.B. 1951 PG. 31 This sketch Is the props /o/AVIROM&ASSOCIA TES,INC. and should not be repre used or copied without written permission. I SHEET: 1 F SKETCH & DESCRIPTION LEASE D PORTION OF KEY WEST INTERNATIONAL AIRPORT CITY OF KEY WEST MONROE COUNTY, FLORIDA Exhibit C Signature Flight Support (Survey Lease Area D) BOCC Feb. 17, 2021 LEGAL DESCRIPTION: A parcel of land being a portion of the Key West International Airport, City of Key West, Monroe County, Florida described as follows: COMMENCE at the Point of Tangency at Station 63+15.02 on the north right—of—way line of South Roosevelt Boulevard as delineated on the Florida Department of Transportation Right—of—Way Map for Section 90003, Sheet 7 of 12 having a Grid coordinate of N 80292.97, E 404299.88 of the 2011 Adjustment of the North American Datum of 1983, NAD 83 (2011) Epoch 2010.00 of the Florida State Plane Coordinate System, with all bearings referenced thereto; thence S 80'26'31" E along said north right—of—way line, a distance of 155.65 feet to the southwest boundary corner of the Key West International Airport; thence N 01'34'21" W along the west boundary of said Airport, a distance of 436.09 feet; thence N 68'54'45" W along the south boundary of said Airport a distance of 947.67 feet; thence N 11'20'54" E a distance of 149.77 feet to the POINT OF BEGINNING; thence S 89'44'31" W a distance of 728.06 feet; thence N 00'15'29" W a distance of 16.00 feet to a tangent curve concave to the south; thence westerly along the arc of said curve having a radius of 20.00 feet, a central angle of 180'00'00" and an arc distance of 62.83 feet; thence S 00'1529" E a distance of 62.43 feet; thence S 82'42'17" W a distance of 535.18 feet; thence N 00'15'29" W along the west edge of an existing asphalt paving and its southerly extension a distance of 148.00 feet to the south edge of Taxiway "A"; thence N 89'44'31" E along said south edge a distance of 1299.20 feet; thence S 00'15'29" E a distance of 36.00 feet to the POINT OF BEGINNING. Said lands lying within and being a portion of Key West International Airport, City of Key West, Monroe County, Florida having an area of 87,578.70 square feet (2.01 acres) more or less. REVISIONS AVIROM&ASSOCIATES,INC. JOB#: 9133-14.4 01/06/2020: hEIAstD GRAPHIC AREA LAMA, $,ASgoo� SURVEYING &MAPPING SCALE: N/A I 50 S.W.2nd AVENUE,SUITE 102 DATE: 06/07/2019 Q a BOCA RATON,FLORIDA 33432 BY: K.C. (561)392-2594 / www.AVIROMSURVEY.com CHECKED: K.M.C-A-T FST'ga(/SHED 19%N ®2019 AVIROM&ASSOCIATES,INC.all lights reserved. F.B. 1951 PG. 31 This sketch is the property o/AVIROM d ASSOC/A TES,INC. and should not be reproduced or copied without written permission, SHEET: 2 OF 4 SKETCH & DESCRIPTION LEASE PORTION OF KEY WEST INTERNATIONAL AIRPORT CITY OF KEY WEST MONROE COUNTY, FLORIDA KEY WEST INTERNATIONAL AIRPORT SOUTH f0CF TAYMAY`A" " '31" E 12 .20' f 00 '2 " E LEASE D S ' ' 1" W 7 .0 ' "I P.O.B. t� AIRPORTKEY WEST INTERNATIONAL 94 S2 j ,. A, CJ+'f fjou'RAR .— a/ham "✓F1a ca p m y MONROE COUNTY COMPREHENSIVE PLAN rn LAND pw m AUTHORITY WEST BLC1NDAR'Y---r.. '.. y r.itx.'OR7 R1 y 50'PARKWAY EASEMENT RIO L BLVDI .� 4� SDI F.D.O.T. R I:4rox�. 17 �r /W MAP SECTION I55 w rrr��r r 90003, PGS. 6-10 OF 12 S 80-2I �3° E cc>�rr�T 0 100 200 BEA$ivr � , s GRAPHIC SCALE IN FEET 1"= 100' REVISIONS AVIROM&ASSOCIATES,INC. Jog#: 9133-1 . 01/06/2020: REVISED' GRAPHINC AREA LABS- ® &ASS9c® SURVEYING&MAPPING SCALE: 1"=100' 50 S.W.2nd AVENUE,SUITE 102 DATE: 06/07/2019 d BOCA RATON, FLORIDA 33432 BY: K.C. (561)392-2594 / www.AV/ROMSURVEY.com CHECKED: K.M.C-A-T ISHED9 ®2099 AVIROM&ASSOCIATES,INC.all rights reserved. F.B. 1951 PG.�QF 31 This sketch Is the property at AVIROM 8 ASSOCIATES,INC. and should noP he reproduced or copied without written permission. SHEET: 3 4 SKETCH & DESCRIPTION LEASE D PORTION OF KEY WEST INTERNATIONAL AIRPORT CITY OF KEY WEST MONROE COUNTY, FLORIDA KEY WEST INTERNATIONAL AIRPORT �,----SOUIH EOCE TAXIWAY A, N 89'4431" E 1299.20' ......... 16.00, z V,... ...... .. .. ... rN 00*1529" W ....... . . ........ . ... ..... S 89*4431" W 728.06' . ---'S 00*15'29* E ILI! 87,578.70 sq. ft. (2.01 ccre),.::, R= 20.00' ........... ... ..... . .......... .............. .. .. .. A-- 180*00,00" 535-18! .......... ............. .... .. .. .. ............ A= 62.83' S 82742!17" IN 7 �X,SrNe ygSj ASPHAL k SojTHEPLY EX -NsON EDGE KEY WEST INTERNATIONAL AIRPORT p y 24�1-85 S S2'43'2,2--� so",BOWID y— NpPOR7 MR ti rf, 4 MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY 0 100 200 GRAPHIC SCALE IN FEET 1"= 100' REVISIONS AVIROM&ASSOCIATES,INC. JOB 9133-14.4 01/06/20M RASED GRAPNC A9EA LABEL A880 a SURVEYING &MAPPING SCALE: 1"=100' M 50 S.W 2nd AVENUE,SUITE 102 DATE: 06/07/2019 rA BOCA RATON,FLORIDA 33432 BY: K.C. (561)392-2594 / www.AVIROMSURVEY.com CHECKED: K.M.C-A-T /SHED Ag%N Q2019 AVIROM&ASSOCIATES,INC.911 rights reserved. F.B. 1951 PG. 31 This sketch Is the of AVIROM 8 ASSOCIATES,INC. and should not he rep 0 r c opled without written permission, SHEET: 4 OF 4 Exhibit D SKETCH & DESCRIPTION Signature Flight Suppo t LEASE D-1 (Survey Lease Area D-1 PORTION OF KEY WEST INTERNATIONAL AIRPORT CITY OF KEY WEST BOCC Feb. 17, 2021 LEGAL DESCRIPTION: MONROE COUNTY, FLORIDA A parcel of land being a portion of the Key West International Airport, City of Key West, Monroe County, Florida described as follows: COMMENCE at the Point of Tangency at Station 63+15.02 on the north right—of—way line of South Roosevelt Boulevard as delineated on the Florida Department of Transportation Right—of—Way Map for Section 90003, Sheet 7 of 12 having a Grid coordinate of N 80292.97, E 404299.88 of the 2011 Adjustment of the North American Datum of 1983, NAD 83 (2011) Epoch 2010.00 of the Florida State Plane Coordinate System, with all bearings referenced thereto; thence S 80'26'31" E along said north right—of—way line, a distance of 155.65 feet to the southwest boundary corner of the Key West International Airport; thence N 01'34'21" W along the west boundary of said Airport, a distance of 436.09 feet; thence N 68'54'45" W along the south boundary of said Airport a distance of 4.49 feet; thence N 21'36'45" E along the east wall face of an existing hangar, a distance of 85.30 feet to the northeast corner of the hanger; thence N 69'34'00" W along the north wall face of said existing hanger, a distance of 220.09 feet; thence N 00'06'08" W along the east wall face of an existing hangar and its northerly extension, a distance of 319.92 feet to the POINT OF BEGINNING; thence S 89'44'50" W a distance of 410.47 feet to a tangent curve concave to the northeast; thence northwesterly along the arc of said curve, having a radius of 50.00 feet, a central angle of 73'45'31" and on arc distance of 64.37 feet; thence N 16'29'39" W a distance of 40.90 feet to the north edge of an existing asphalt paving; thence N 89'45'33" E along said existing asphalt paving, a distance of 470.11 feet; thence S 00'06'08" E a distance of 75.18 feet to the POINT OF BEGINNING. Said lands lying within and being a portion of Key West International Airport, City of Key West, Monroe County, Florida having an area of 34267.61 square feet (0.79 acres) more or less. SURVEYOR'S NOTES: 1. Reproductions of this Sketch are not valid without the signature and the original raised seal of a Florida licensed surveyor and mapper. 2. No Title Opinion or Abstract to the subject property has been provided. It is possible that there are Deeds, Easements, or other instruments (recorded or unrecorded) which may affect the subject property. No search of the Public Records has been made by the Surveyor. 3. The land description shown hereon was prepared by the Surveyor. 4. Bearings shown hereon are based on the 2011 Adjustment of the North American Datum of 1983, NAD 83 (2011) Epoch 2010.00 of the Florida State Plane Coordinate System with the north right—of—way line of Roosevelt Boulevard having a bearing of S 80'26'31" E. 5. Data shown hereon was compiled from instrument(s) of record and does not constitute a boundary survey. 6. Abbreviation Legend: A= Arc Distance; �= Centerline; BLVD.= Boulevard; A-- Central Angle; F.D.O.T.= Florida Department of Transportation; M.C.R.= Monroe County Records; NR= Non—Radial; P.B.= Plat Book; PG.= Page; P.O.B. Point of Beginning; P.O.C. = Point of Commencement; PT= Point of Tangency, R= Radius; R/W = Right—of—Way, STA= Station. CERTIFICATION: I HEREBY CERTIFY that the attached Sketch and Description of the hereon described property is true and correct to the best of my knowledge and belief as prepared under my direction. I FURTHER Cl�5sJ1FtY,„that this Sketch and Description meets the Standards of Practice set forth in Chapter 5J-17, Florida rdtik "G.gde, pursuant to Section 472.027, Florida Statutes. Date: June 07 2019 t Digitally signed by Keith M.Chee-A- KEITH M. Tmrp.L°:S. Florida is tit? M 9:.5328 Tow AMROM & Q�Ih TES, Date:2019.06.07 12:14:27-04'00' L.B. No. 3300 - VISIONS AVIROM&ASSOCIATES,INC. JOB#: 9133.14.3 cM a asso�� SURVEYING & MAPPING SCALE: N/A 9a 50 S.W.2nd AVENUE,SUITE 102 DATE: 06/07/2019 a w BOCA RATON,FLORIDA 33432 BY: K.C. (561)392-2594 / www.AVIROMSURVEY.com CHECKED: K.M.C-A-T �SrAeLISHED i9d 2019 AVIROM&ASSOCIATES,INC.all fights reserved. F.B. 1951 PG. 31 This sketch Is the property of AVIROM&ASSOCIATES,INC and should not be reproduced or copied without written permission SHEET: 1 O F 2 SKETCH & DESCRIPTION LEASE -1 PORTION OF KEY WEST INTERNATIONAL AIRPORT CITY OF KEY WEST MONROE COUNTY, FLORIDA LEASE ® S 0 S" 34,267.61 sq. ft. (0.79 acre) ' ' 0" W 410.47' = 0. ' - — 73' ' 1" F = 6 . 7' `„ KEY WEST 14 INTERNATIONAL ; rye .a �r „ . fir__. 4 2170 Cp' "`-:.,..,., ✓ t 1 4.49` _._._._..._...._._._..._ _........._._.__..... N 68:54 4.; W 50'PAR WEST BOUNDARY,_ AY EASEMENT m_ NO e,tPT ` S. ROOSE ,1 E7' � 9 I . ® F.®.o.r. R/w MAPt. ��xR ® SEC710N 90003, I,:-.;<-° �.rrr,,, `PGS. 6-10 OF 12 c >':a; 014 0 100 200 Fa rrr 014S/c GRAPHIC SCALE IN FEET 1"= 100' REVISIONS A VIROM&ASSOCIATES,INC. JOB#: 9133-1 .3 ®M&Assoc® SURVEYING &MAPPING SCALE: 1•=100' q•A 50 S.W.2nd AVENUE,SUITE 102 DATE: 06/07/2019 a cc BOCA RATON,FLORIDA 33432 BY: K.C. (561)392-2594 / www.AVIROMSURVEY.com CHECKED: K.M.C-A-T FSTq®(/SHED'0%N ®2019 AVIROM&ASSOCIATES,INC.alf rights reserved. F.B. 1951 PG. 31 This sketch Is the prope of AVIROM&ASSOCIATES.INC. and should not he reproduced a copied wlMooP written permission. SHEET: 2 OF 2 °z a of J I11S1{- � }Y'e`�, W �oo�Wp W3 U LL tnOF ate; V �jjt „I dk 4E. 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