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Item C14 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARy Meeting Date: 4/18/01 Division: County Administrator Bulk Item: Yes X No Department: Airports AGENDA ITEM WORDING: Approval of a lease amendment between Monroe County and Island City Flying Service. ITEM BACKGROUND: The lease modification is needed due to additional area being prepared for General Aviation tie downs and in anticipation of the new hangar project. PREVIOUS RELEVANT BOCC ACTION: Master lease approved 1/20/94. Amended adding additional insurance requirements 6/17/94. CONTRACT/AGREEMENT CHANGES: This amendment gives the county 10% of cargo revenues. Adds the west tie down area to the leasehold. Expands their main tie down ramp due to the paving expansion project. When the hangar project is completed, they will lease an additional space for 10 aircraft and give up space for two large hangars. Net additional annual rent increase now: approx. $31,000. Net additional annual rent increase after hangar project is completed: approx. $50,000. Total additional annual rent increase both now and in the future is $81,000. STAFF RECOMMENDATION: Approval. TOTAL COST: N/A BUDGETED: Yes N/A No COST TO COUNTY: Revenue Producing REVENUE PRODUCING: Yes X No AMOUNT PER MONTH $6750 Year $81,000 APPROVED BY: County Atty X OMBlPurchasing X , \ CL, Risk Management xl0 . I DEPARTMENT APPROVAL: i=01t Peter J, Horton, KWIA Manager DOCUMENTATION: Included)(. To Follow Not Required AGENDA ITEM #1- uti DIsPosmON: MONROE COUNTY BOARD OF COUNTY COMMISSIONE.RS CONTRACT SUMMARY Contract # Contract with: 1'SL4NlI C"...., FL.~Ir-1~ S[2Vll.t: Effective Date: :; -'2'\ .0' Expiration Date: \2.-3 \ -04- Contract Purpose/Description: L~~SE 4k~l)""ENI~i) MoJ)fF"4-lloN A<=-e~E.M.EN'. Contract Manager: Bevette Moore I (name) I for eace meeting on: 3.. 2..1 - 0 I # 5195 (Ext. ) Airports - Stop # 5 (Department/Courier Stop) Agenda Deadline: '5. (~-o \ CONTRACT COSTS Total Dollar Value of Contract: ,41)P IT '0 ~\. .,000 Budgeted? ~IA a.~"~~lJe ?Q,J)OUG-'~4 Grant: County Match: Estimated Ongoing Costs: I (not included in dollar value above) Current Year Portion: lJ { A Account Codes: ADDITIONAL COSTS For: . (eg. maintenance. utilities, janitorial, !lalari~s. etc.) Date In Airports Manager ~ 11./ tit !:Lt&J~ Ltlt) ,:; I 3.Ja.d-~ Risk Management ~ChaSing County Attorney Comments: CONTRACT REVIEW Changes Needed Yes No Reviewer Date Out ( )('N I<r+t ~ 1'2../~ ~ali4 rt~ ( > (1) tf.JJ.QJQ[ - -Wayne Robertson ( ) ( ) ~~- ~.rker r ) (~ .iL..!.!L1 (3 I Wolfe L~ t>/l 3~'ltd 9lSE~6~S0EaI 3~I~~O ^~~'It ^~NnO~ 30~NOWWO~~ Et>'60 10-60-~d'lt LEASE AMENDMENT AND MODIFICATION AGR!EMElU THIS LEASE AMENDMENT is entered into on the day of , 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) (Le., 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 hangelrs pursuant to a future RFP (the "Hangar Development Proposal"); and I;>/?': 3~""d 9tSC?:6?:S0COI 3~1~~O ^~~"" ^~NnO~ 30~NOW'WO~~ 1;>1;>'60 10-60-~d"" 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 herE!by deleted and in lieu thereof the property shown on EXHIBIT A-I is substituted. At such time as Monroe County paves the shaded area shown on EXHIBIT A~l, 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 0, 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-I, shall be deleted from the Lease and the approximate 44' x 246' strip shown on EXHIBIT 0-1 shall be added and the leased premises shall be amended to include the property shown on EXHIBIT C and 0-1. 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 0-1 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 I>/E 3::J'a'd 9tSE~8~S0Eat 3~1~~O ^~~'a' ^~NnO~ 30~NOWWO~~ 1>1>'80 10-80-~d'a' Service. By way of illustration and not exclusion, the airplanE!s operated by Seaplanes of Key West, an affiliate of Island City I shall be exempt. IN WITNESS WHEREOF, the parties hereto have set their hancls and seals the day and year first above written. 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I / r rr ~i_ I :i rrd+- ~ I, . . oJ AGREEMENT THIS CONTRACT OF LEASE is made and entered into this ~O+h day of ::Jo.V\u....~, 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 Qf the State of Florida, hereinafter referred to as the Company. WIT N E SSE T H: WHEREAS, Lessor owns an airport known as the Key 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 fn 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 ~pon the terms and conditions hereinafter stated; NOW, THEREFORE, for and in consideration of the premises and ...~-~;~ ..~~~.- ......;0' . .~ ~~~;' ..~-(,..;f~~ .. ....,1.=,;...- "~~""''''' ..~~~. , ?r "Ji.~'~i1.___4 ~. . . '>J~'~ '; '.~.;.:~. ~~J.~!~~-' . -""~'.--;~M.~.: ~.. of the mutual covenants and agreements herein contained, and other valuabl~ considerations, Lessor does hereby grant and lease unto Lessee, and Lessee does hereby hire and take from Lessor, certain ~remises, 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 Pal;Cel "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 . COMMERCIAL AVIATION USE AND PRIVILEGES. 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 Agr~ement 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 ~ ':~JH~i ..- :~.~titI-.~ 2 . . ....- ,; ,. :;+'f';~7~_i?i.~:r:.. ..~:t~.~ ..~~ ?"'~~"...."i~ '," ..,.:ii !_..~ . ,---.--.... ..' ......... 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 f light instruction services in accordance with Federal Aviation Administration standards. 3 .,."Ir~:~ . ':I:;~~~ ':.:T. ....,. 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. GEN~RAL 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 acti vi ties 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 ~fety 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. 5. MINIMUM REOUIRED SERVICES AND INVESTMENT. 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. REN~. 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 75' x 75' 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 first paragraph of Section 7. 8. FUEL 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 ~t 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 (lOth) day of each month a report of all aircraft fuel received or bought during 7 t;~-'-'~~ ~,l~~.... ..,...~~,..,. "'~~';~~ ."'" . 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 aJ.I 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 CHARGES. The Company agrees to pay for all utilities consumed on the leased premises, as well as its own .. ~,.'~ '..:':~~:~ +'t"I. . ...' .... .~ '.. ~ 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. PEACEFUL POSSESSION AND OUIET ENJOYMENT. The Company and its customers shall have, at all time, s 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 whiij)le 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 pe~ition 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, covenan~s and conditions which it is obl~gated 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 vehicl~s anywhere on the Airport or the relative right~, obligations and duties of the Company and ~ther 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 .. -~ r~~~""'~ ." '~:~-~f:~~:~ t.: "'llf ~ ,~. ,P"-_" . '.' " . 10 , ' ~ the order or orders not complied with. Company agrees to'pay such expens~s 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 o~ 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 Le~~ee 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 'l~ :..... , . ~ 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 fin~ncial 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 posses~ion 12 ..1' ....~.::; : ~~lJii!."'~ . . m:.'.~ :~';", ...... .;W:~iI ".' ..... .f ."I.f . 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. '. 18. 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 :::''':~::i 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 h~ngar keeper's liability coverage with insurance companies approved by the Lessor. 20. WORK 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 ~.; . ::'r~-f~ ", ~~'f~" ~ ..~ "~4~~ "'~' :':'\" . . :...i.:~<'~":!.:;_..<::'''.': . ft . .. ....... .' -.--, ...>.,~..r. ',':<1: .Y, '~~" , .-.~~ ", :;" .';7~f'~-~' > . .:.:::# ,\: ~~-'''~Jr~J.:~ .. .~: .~:.~~~.1... . , ' _..J:.~"i-~~~_~"Ca' -'~-~ 21. WAIVER OF PERFORMANCE. Failure of the Lessor to insist in anyone 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 ~t 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. STANDARDS 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 duti~s 15 '.::~ , "':lff.*,l, :-'.. ~i~~; .~~~ . . ._~:: ...;.:'" ,,)'~. : ',:l..:;: "\~~;':':.:::~:~~'~" ,:~, ~..,.,., ..- ~ ~--.!.i' ~. . .>.."'(:',:1- ..<..~, ....~!"., ....:..i~~~~...~... . ..._ ... "".' . r_ '..*,__~ ~.~ ':""'__........., .._.-, ',.:J..i '. ":.I'#l:. .' I.. ~~~..~_..-s.'_.~...~ . 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 e~ery 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 off icers, 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 '~~:~t , I..... 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 fro~ 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 anyone person, and $500,000 for anyone 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 ._."'-...;,.r- .."".)l!;..~ .~.~'. \~,J....; ....... .. ( . 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 DEVELOP 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 Compan~ 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 ~~~;L~:~.: .!tt'I""f.b~ . :. ~ ..." . ,'-,' . it;: -':;"'~ii; ., .. ,..!~,,~~/":"4 ,"'7..'.~~'1;;,o'fjjd~~~:::::'~ ,...1.iA,'l ::to.......:..> " ,', ,ro'l' ... ~J.l...::~~~i-~~r~.~", =--:'-Ir..1'_.. .'.\0. (. .. 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 const~uction 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 AMEND. 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 .' ''1..11 '1iot;; t' t '~.~..~~.i -...... ~ ~"r' ,,,).. : : .;:.-:, " ;~:~~~,.~ .. ~..t;;_ ~~~-".:r~01 \,~;;"".,~,:_.,...." . ,.~.: ~::.~;r2;:::,~, '~j 1,- .. 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. REGULATIONS OF THE 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 ~egulation 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'REEMENT. 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 .-?~~~ :".- . ~ ..:.: '.' ::-:_:~!.l~.!~. .'!~:.~t:~ ", "'~'~""'::'~"""""'J'" . -!....~.,,~~..._ ~ ~.~.l".=........~...~7~~.\..i.~_.'lf ~.'-' ~.,;___.__... '.'''- ...-.',,;.;'......''1....- ....w. :~:.;;{~. . .- Jt~~~~~~\~..;~J..:;:,-:s,...~~ will be recorded in the Public Records, Monroe County, Florida, and cost of said recording shall be paid for by the Lessor. 33. WASTE. 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 ::';"~~;n . ':l;!.~.~ . : '0 ......i;;r..:..~ :' - >.' <",:,:~,,,~,o.'" - .~.:?ib'. .. ..... ..... - "'~ .f.- ;..... .:'.i:.;.:t!!JtJ...~.:. .' o '.~"~""'~r .-.!!.......;.j.(.....J,...:.. .. -':1/' ~...-. ..k. . l...... ~ -..\~~.-~...~:?i.. t.: tr:!~~.._ ....,....... . .~r...;.;.~~:qii.'t.:~;loI.~~-..-.;~."...':+ ..~y;:~.'~~'.'r:.s...;~~....:. ~;Jt-~~;_.~,...'~,~i-.;!:: 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. NON-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 "C" 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 ::i~~'4i4.;",,7 .'~ . .,~\~~:~.~. . , , 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 \'''~~~ . . .-';;'~;";:; :;\::~;"'~''!i;''~ .. .-. .:. i'(Itl..,... .::qr.~~... j~;t'~.4fL~,.. . .~.~ ..~_-~_ . A .;-/; ~'~:""''';Y<.~>. ". '....~ ."if.' ~ -.. ....,....,....... .-.....:........ <.J "!,~. ....;..... p ..-.~:,t.......~..1 ~ _..... ...;..... .... 4 ' IN WITNESS WHEREOF, the parties have hereunto set their hands and affixed their seals on this, the day and year first written above. BY: ONROE, ~ ( SEAL) Danny L. Kolhage, Clerk Attest:' ~~ e. ~~~ CLERK ", BY: INC. , " If', ,,< , Att~S~'~ .~~_ ,',1 ./ \ \ '. j '.:' SECRETAR . ) \' , .) ) , '. .' , I I :e,\wPWi~\~pdata\iCfs.lse ; . ( SEAL) .'IPP~ D ..t'~ to FOH/..'~ .., .1.'!r 1.( I L S' mCIEf!CY. Atuw-nov's Office ',) ,\ . 'I"J ,_..., '. 24 .... ~.;;..' ,}'t:,'1~.~5 J~'~ - ";. ..., '-, . '. ,.' -:~-#;~ ,.....J...... .... . ~_,.~,~i,:~:.~~.~:{.::~~~f~. . ..' -: ;:!~ ~" ~~~~c,~~..;;:,;:.'i~o:~~ .'~ f:.:.~L%..{?~.~~!'.. ,- . '~~~~~-/t~.~...:~~!:S~.;., '-"j MONROE ;.~ -c ... .... .'. COUNTYY '. ..- . . , ,. 10:.305-292-4401 "0 ~ :1 ,,' .; I I " JRN 11'94 11;31 NO.007 P.12 ~.w....~~~,.('.t..tllC:'.. ~::;r~~~ . . r:,Itf. .0<. J . , i. . 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