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Item C47 FROM FAX NO. : BOARD OF COUNTY COMMISSIONERS Sep. 11 2001 11:11AM P1 AGENDA ITEM SUMMARY Meeting Date: 09-19-01 Division: County Administrator Bulk Item: Yes No X Department: Airports AGENDA ITEM WORDING: Approval of Lease Amendment with Grantair. ITEM BACKGROUND: 1) The Fixed Base Operation (FBD) is requesting 50' x 100" abutting the southeast side of their current leased area. 2) The FBD is requesting 200' x 240' of land abutting the west side of the current leased area. 3) The Lease provides for an increase in Jet A fuel flowage fees if FDDT funds are used to purchase and install a fuel farm. Additional ramp area is necessary for operational growth of the FBO. PREVIOUS REVELANT DaCe ACTION: in April of 1998. Boec approved a lease agreement with Grantair CONTRACT/AGREEMENT CHANGES: This would add 100' x 50' to the existing lease for a five year period. 200' x 140' for the remainder of the current lease (17 years), and increase the revenue to the County for Jet A fuel flowage fees. STAFF RECOMMENDATIONS: Approval TOTAL COST: N/A COST TO COUNTY: BUDGETED: Yes No REVENUE PRODUCING: Yes L No AMOUNT PER YEAR $J5,900.00 + APPROVED BY: County Atty _ O~g _ Risk Management _ ~QC-Q Theresa Cook ...J -A.ao ---" James Roberts County Administrator MARATHON AIRPORT MANAGER APPROVAL: DIVISION DIRECTOR APPROVAL: DOCUMENTATION: Included To Follow Not Required_ , DISPOSITION: AGENDA ITEM # J ..~ 1(1 Revised 2127101 FROM FAX NO. : Sep. 11 2001 11:11AM P2 MONROE C01JNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY - Contract with: Grantair Contract # Effective Date: October 1, 2001 Expiration Date: 9/06 4/18 Contract purposelDescription: 3 part amendment. Five year lease for 100' x 50' southeast of the current leasehold area. To be used for aircraft and vehicle parking only.17 year lease of 240' x200' west 0 f current leasehold. Jet A fuel flowage fee increase for use ofFDOT funds. Contract Manager: Theresa Cook 6060 Airport/IS (Name) (Ext.) (Department/Stop #) for BOCC meeting on 9/19/01 Agenda Deadline: 9/5/01 CONTRACT COSTS Total Dollar Value of Contract: $ 15,900.00 Budgeted? YesO No [8J Account Codes: GrantS County Match: $ 0 Current Year Portion: $ - - ---- - - ----- - - - ---- ADDITIONAL COS~ -- Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial. salaries. etc.) CONTRACT REVIEW Date Out Division Director Risk Management 1Z \ - CJ ~'U..-..L. ~ \,.} ~~ ~J..~ u.-....~~- 1 ~ OMB Form Revised 2127/01 Mer #2 ~ 'if.....:.....1 k ~~ ~. ~ C.7~~ L.~,- p..:.-'" I.Q~~ 0.. ~). ,(1., U V- ~[/~["I MARATHON FIXED BASE OPERATOR IFBOI AGREEMENT .'~ '.'-~ It This Agreement is made and entered by Monroe County, a political subdivision of the State of Florida, . whose address is Marathon Airport. 9400 Overseas Highway, Marathon Aorida 33050 (hereafter County}. and GRANTAIR Service, Inc.. a corporation. whose address is 8800 Overseas Highway. Marathon. Florida 33050 (hereafter FBO). WHEREAS, the County owns the Marathon Airport located in Marathon. Florida: and WHEREAS, the FBO is a corporation in the business of providing commercial full service fixed based operations; and WHEREAS. the County is desirous of having the FBO provide such services at the Marathon Airport: NOW. THEREFORE. the FBO and the County agree as follows: J) The County leases to the FBO the real property shown on Exhibit A. including the hangar building, ramp. and tiedowns. hereafter collectively referred to as the .premises. Exhibit A is attached to and incorporated into this Agreement. Except as specifically provided in this Agreement, no buildings. structures. or other improvements to real property may be added to the premises by the I. FBO during the term(s) of this Agreement without a separate agreement concerning the same with the County. 2) The County sells and conveys title to the FBO those items of personal property listed in Exhibit 8. The Counly warrants to the FBO that the property listed in Exhibit B is free and clear of the liens or other encumbrances of any third parties. Exhibit B is attached to and incorporated in this Agreement. The County will indemnify and hold harmless the FBO from any claims of third parties to the personal property listed in Exhibit B. The County will reimburse the FBO for any damages and expense incurred in the defense of any third party claim to such personal property, including reasonable attorneys' fees and expenses. 3) aJ As an inducement for the County to enter into this Agreement. and as the purchase price for the personal property listed in Exhibit B, the FBO must pay to the County $150.000 prior to occupancy of the premises. The FBD may not occupy the premises until the payment is made. although the. term begins to run on the effective date of this Agreement. bJ The FBD must pay monthly rent for the premises. on an arrears basis. in the amount of $1.700 per month. The initial rent payment is due on the effective date of this Agreement and on the first of each month thereafter. cJ Starting on the date that the FBD begins the sale of fuel. the FBD must pay the County a 4 cents per gallon flowage fee for each gallon sold. By the tenth of each month the FBD must truthfully and accurately report to the County the number of gallons sold and pay the County the fee due based on that number. The County's Marathon Airport Manager. or his designee. must be allowed to inspect the FBD's records concerning fuel sales to make sure the flowage fees paid accurately reflect the number of gallons sold. The inspection(sJ may only be during regular business hours (9:00 AM - 5:00 PM. Monday through Friday, excluding holidays). d) The rent will be adjusted annually on the anniversary of the effective date of 'his Agreement by the amount recommended in an approved rates and charges study or by an amount reflecting the percentage in increase in the cpr during the year prior to the anniversary date. e) All payments owed by the FBD to the County that remain unpaid for more than 30 days will begin to accrue interest at a rate calculated from the original due date until the date the County actually receives the money. The interest rate is the one established by the Comptroller of the State of Florida under sec. 55.03. F.S.. for the year in which the payment became overdue. The right of the County to claim interest-and the obligation of the FBD to pay it-are in addition to. and not in lieu of. any other rights and remedies the County may have under this Agreement or that are provided by law. f) The FBO pledges and assigns to the County, the fixtures, goods. and chattels of the FBD that are brought or placed on the premises as additional security for the payment of the rent. The FBD agrees that a lien against the fixtures. goods. and chattels, may be enforced by distress foreclosure or otherwise at the election of the County, and the FBD 2 agrees to pay all costs an~ charges County incurred by the County in an enforcement .'.. ',,~ ~ action. 41 The term of this Agreement is 20 years beginning on the effective date. t 5) The FBO must pay all taxes and assessments. including any sales or use tax. imposed or levied by any govemmental agency with respect to the FBO's operations authorized at the Marathon Airport operations under this Agreement. 6) The FBO must obtain. in its own name. and pay for. all utility services at the premises including solid waste removal. 7) a) FBO has the right during the term(s) of this Agreement to maintain a fixed base operation and has the right to sell aircraft and aircraft engines. parts and accessories. lease aircraft storage space. operate pilot training serviC"e. provide aircraft maintenance and repair service. aircraft rental and charter flying service. and any other aeronautical service normally furnished by a fixed base operator. The FBO has the right to sell aviation gasoline and lubricants and to provide aeronautical services that are compatible with other activities on the airport. The FBO is also entitled to receive tie-down fees from aircraft parked only in the paved ramp area located within the premise's boundaries as described in Exhibit A. The FBO specifically waives any and all right to tie-down fees or any uses whatsoever of properties at the Marathon Airport located outside of the above-described premises. The FBO must refrain from either directly or indirectly being involved in any car rentals or other services that are not related specifically to fixed base aircraft operations. b) The County's permission is not required for the repair. renovation or rehabilitation of improvements depicted on Exhibit A or for the fuel farm authorized by paragraph 8. 8) a) The FBO acknowledges and agrees that he has examined the premises. and is fully advised of their condition and location. and the limitations and restrictions placed on any building. structure or other object as to height. due to the proximity of the landing and takeoff areas of the Marathon Airport. The County warrants that all existing structures are in compliance with the height restrictions in effect on the effective date of this Agreement. If any such structures are not in compliance. the county will correct the same at its cost and 3 expense. The FBD agrees to abide by and observe all such restrictions and limitations. including the County fixed bas~,~l?erator minimum standards attached and incorporated as Exhibit C. and agrees that' the observance of such limitations and restrictions whether imposed by the County. state or federal governmental authority will not in anywise affect the FBD's obligations under this lease. The FBD must also comply with all laws. statutes. regulations and rules of the federal or state governments. and any plans or programs developed by or funded by either government. that affect the FBO's operations or its use of the premises. The FBD's obligation to obey federal and state laws. statutes. regulations and rules. any federal or state airport plan or airport program criteria or the criteria of a plan or program funded b~' the state of federal government. includes not only those in existence on the effective dote of this Agreem~nt. but,those adopted after that dote. b) The FBO must construct a fuel form on the premises within two ~'ears of the dote of occupancy. Until the construction is complete. and until 011 governmental entities with permitting jurisdiction over the fuel farm have authorized the operation of the farm. the FBD may sell fuel from fuel trucks on premises to the extent permitted by the Airport minimum standards. The FBD is permitted to finance the construction of the fuel form. However. during J the period of financing the fuel farm is deemed by the parties to be a removable trade fixture and no lien may be placed by the seller upon County airport property. This restriction does not prohibit the filing of a UCC- I financing statement for the purposes of the seller securing a lien against the fuel farm itself during the financing period. Upon the payment of all financing upon the fuel farm. the fuel farm becomes a permanent improvement to real property which will remain upon the premises at the expiration of this Agreement. cJ With the exception that the FBD construct a fuel form as provided for in subparagraph 8{b). the FBD is not required to construct any new facilities upon the premises. The minimum investment requirements for the providers of aeronautical services set forth in the Airport Minimum Standards is deemed to be satisfied in full by the payments provided for under the terms of this Agreement 4 dJ The FBO must pay any penalty, assessment or fine of the federal or state govemment imposed on the,_~~!-Jnty that arises out of, or is attributable to. the FBO's operations at the Marathon Airport. The FBO must also defend in the name of the County any claim. assessment or civil action that is initiated by the federal or state government against the County that is based in whole or in part on a claim that any aspect of the FBO's operations at the Marathon Airport violated a law. statute. rule. regulation. or program or project criteria. 9) The County is responsible for remedying the environmental contamination described in Exhibit D. The FBO agrees to admit County employees or contractors to the premises at reasonable times for the purpose of remedying contamination. Otherwise. the FBO accepts the premises in the condition that they ,are in at the beginning of this agreement. The FBO must keep the premises in good order and condition. The FBO must promptly repair any damage to the premises and is responsible for remedying any environmental contamination caused by the FBO's operations at the premises. At the end of the term(s) of this Agreement. the FBO must peacefully surrender the premises to the County in good order and condition. normal wear and tear excepted. If no rent or fees are due the County. at the end of the term(s} of this Agreement the FBO may also remove its personal I. property from the premises and may remove any trade fixtures provided that the FBO restores the premises to their original condition. If during the term of this Agreement the FBO fails to keep the premises in the good repair and free from environmental contamination as required by this subparagraph. the County may. after providing the FBO with a written warning and a fifteen day opportunity to correct the deficiency. enter the premises and do whatever repair or clean up work the County's Marathon Airport Manager deems appropriate. The cost of the work plus 10% will be added to the FBO's rent for the month following the repair or clean-up. 10) The FBO is liable for and must fully defend, release. discharge. indemnify and hold harmless the County. the members of the County Commission. County officers and employees. and County agents and contractors. from and against any and all claims, demands. causes of action. losses. costs and expenses of whatever type - including investigation and witness costs and expenses and attomeys' fees and costs - that arise out of or are attributable to the FBO's operations at the 5 Marathon Airport. excluding those claims. demands. damages, liabilities. actions, causes of action, losses. costs and expenses that are the result of the sole negligence of the County or other Airport . ""~ '.'.~,. tenant of the County. The FBD's purchase of the insurance required in paragraph 12 and Exhibit 0 does nQt release or vitiate the FBD's obligations under this paragraph. 11) It is understood and agreed that nothing contained in this Agreement may be construed to grant or authorize the granting of an exclusive right within the meaning of the Federal aviation Act or its successor and that the County may enter into agreements with other fixed base operators as long as such agreements are not on more favorable terms than this Agreement. 12) a) Regardless of the effective date of this Agreement. before the FBO may occupy the premises it must obtain insurance in the amounts. terms and conditions described in Exhibit E. Exhibit E iS,attached and made a part of this Agreement. b) The FBD must keep in full force and effect the insurance described in Exhibit E during the term(s) of this Agreement. The FBD is not required to purchase windstorm or flood insurance for any structure on the premises. If the insurance policies originally purchased which meet the requirements of Exhibit E are canceled. terminated or reduced in coverage. then the FBD must immediately substitute complying policies so that no gap in coverage occurs. c) The insurance required of the FBD in this paragraph is for the protection of the County. its property and employees. and the general public. The insurance requirement is not. however. for the protection of any specific member of the general public who might be injured because of an act or omission of the FBO. The insurance requirements of this paragraph do not make any specific injured member of the general public a third party beneficiary under this Agreement. Therefore. any failure by the County to enforce this paragraph. or evict the FBD from the Marathon Airport if the FBO becomes uninsured or underinsured. is not the breach of any duty or obligation owed to any specific member of the general public and cannot form the basis of any County liability to a specific member of the general public or his/her dependents. or estate or heirs. 6 13) The FBO may not cause. suffer or permit any lien. mortgage. security interest. financing statement or other encumbrance to.be placed on any real property, fIXture or improvement to real ... '.,,':"',.. property owned by the County and leased to the FBO under this Agreement. If any of the encumbrances just described are filed or perfected against any such property of the County. or to property that will belong to the County upon termination. then the FBO must promptly cause the discharge. release or otherwise clear and remove such encumbrances from that property. 14J aJ The County must keep the Marathon Airport runway, taxiway, and the area immediately adjacent to the runway and taxiway, in good repair and clear of obstructions and debris. The County must maintain and operate the Marathon Airport according to the highest standards or ratings issued by the FAA for airports similar in size and character to the Marathon Airport. The County must also comply with the rules and regulations of any other government agency that has. or may have, jurisdiction over the Marathon Airport. b) The County will provide. and maintain in an existing state of good repair. ingress and egress to the premises for FBO employees. customers. guests. and suppliers. 15) The FBO for himself. his personal representatives. successors in interest. and assigns. as a part of the consideration hereof, does hereby covenant and agree that I, a) No person on the grounds of race. cotor. or national origin shall be excluded from participation in. denied the benefits or. or be otherwise subjected to discrimination in the use of said facilities. bl That in the construction of any improvements on. over or under such land and the furnishing or services thereon. no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of. or be otherwise subjected to discrimination. cJ That the FBO shall use the premises in compliance with all other requirements imposed by or pursuant to TItle 49. Code of Federal Regulations, Department of Transportation. Subtitle A. Office of the Secretary. Part 21. Nondiscrimination in Federally- assisted programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964. and as said Regulations may be amended. That In the event of breach 7 of any of the above nondiscrimination covenants. the County shall have the right to terminate the lease and to re::enter and as if said lease had never been made or issued. The .'~ '\.'.:.. .. provisions shall not be effective until the procedures of Title 49. Code of Federal Regulations, E'art 2) are followed and completed including exercise or expiration of appeal rights. 161 It shall be a condition of this leese. that the County reserves unto itself. its successors and assigns. for the use and benefit of the public. a right of flight for the passage of aircraft in the airspace above the surface of the real property hereinafter described. together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used. for navigation of or flight in the said airspace. and for use of said airspace for landing on. taking off from or operating on the airport. That the FBO expressly agrees for itself, its successors and assign. to restrict the h~ight of structures. objects of natural growth and other obstructions on the hereinafter described real property to such a height so as to comply with Federal Aviation Regulations Part 77. That the FBO expressly agrees for itself. its successors and assigns. to prevent any use of the hereinafter described real property which would interfere with or adversely affect the operation or maintenance of the airport. or otherwise constitute an airport hazard. 171 This Fixed Base Operator Agreement and all provisions hereof are subject and I subordinate to the terms and conditions of the instruments and documents under which the County acquired the subject property from the USA and shall be given only such effect as will not conflict or be inconsistent with the terms and conditions contained in the lease of said lands from the County and any existing or subsequent amendments thereto. 181 If funds are not provided by the United States for the operation of a Marathon Airport control tower. navigation aids or other facilities that may be needed by the FBO for service at the Airport. the County is under no obligation to provide those facilities or services. 191 al The County may treat the FBO in default and terminate this Agreement if the FBO fails to timely submit the payments required of it under paragraph 3. Before the County may terminate the Agreement under this subparagraph, the County must give the FBO written notice of the default stating that, if the default is not cured within 15 days of the FBO's receipt of the written notice, then the County will terminate this Agreement. 8 b) The County may treat the FBa in default and terminate this Agreement if the FBa does not begin fixed base' opf:!rator service and have the insurance required by Exhibit E . ~ ,\,,,,,, " within 30 days of the effective 'date of this Agreement. Before the County may terminate the Agreement under this subparagraph. the County must give the FBa a written notice of the default stating that. if operations do not commence and the required insurance is not obtained within 15 days of the FBa's receipt of the notice, then the County will terminate this Agreement. c) The County may treat the FBa in default and terminate this Agreement if the FBO. after starting fixed base operator service at the Marathon Airport, fails to keep in full force and effect the insurance required by paragraph 12 and Exhibit E. Before treating the FBO in default and terminating the Agreement under this subparagraph. the County need only provide the FBO 48 hour notice by FAX or overnight courier. The County may, but need not. provide the FBa with an opportunity to cure the default. dJ The termination of this Agreement under subparagraphs J9(a)-{c) does not relieve the FBO from an obligation to pay whatever damage the County suffered because of the FBa's default. e) The County may also treat the FBO in default and terminate this Agreement if the FBa fails to comply with its other obligations under this Agreement (the obligations besides the payment of rents and fees when due, and the purchase of insurance and keeping it in effect.) Before the County may terminate the Agreement under this subparagraph, the County must give the FBO a wriHen notice of the default stating that, if the default is not cured within 15 days of the FBa's receipt of the written notice. then the County will terminate this Agreement. Termination under this subparagraph does not relieve the FBO from on obligation to pay the County whatever damages the County suffered because of the FBO's default. fJ Despite the FBO timely cure of its acts of default or the County's waiver of acts of default. if the FBa commits a material breach three times or more in performing its obligations under this Agreement during a calendar year, then the County may . in its discretion. 9 determine that the FBO is a habitual violator. When the County makes that determination. it " must notify the FBO in writing.'. Th~('Iotice must explain why the FBO was determined to be a habituc::z' violator and that any future act of default will be non curable will not be waived. and will be the basis for the immediate termination of this Agreement. If a subsequent default occurs. the County may terminate this Agreement by giving the FBO 15 days written notice. The FBO must pay the County whatever rent and fees are due as of the date of termination. The FBO will then have no further rights under this Agreement. Termination under this subparagraph does not relieve the FBO from an obligation to pay the County any damage suffered because of the FBD's final act of default. 20J The FBO may terminate this Agreement in its discretion - if it is not in default in paying the rents and fees owed to the County - by giving the County 15 days written notice. upon the occurrence of any of the following events: aJ The issuance by any court of competent jurisdiction of an injunction in any way preventing or restraining the use of the Marathon Airport. or any part of the Airport. for a period of at least 90 days. bJ The lawful assumption by the United s,tates of the operation. control or use of the Marathon Airport. or any part of the Airport. in a way that prevents the FBO from operating its fixed base operation for a periOd of at least 90 days. c) The inability of the FBO to use the Marathon Airport for at least 90 days because of fire. explasion, earthquake. hurricane. other casualty. or acts of God or the public enemy. dJ The fAA's failure to grant the FBO the license(s) necessary to operate its service. e) A dispute maintained in good faith by the County with another governmental agency other governmental agencies that make it difficult or impossible for the Marathon Airport to be operated safely for a period of af least 90 days. fJ The FBO hangar is destroyed and the County has not begun a good faith effort to begin the repair or reconstruction of the hangar within 60 days of the date of destruction. 10 The grounds for the FBO's termination of this Agreement as stated in subparagraphs 20(a) - (fJ create no basis for any County liability to the FBO and cannot serve to create any obligation on the - " .'~ ".\':'" 'to part of the County to pay money to the FBO. 21) The FBO may terminate this Agreement and treat the County in default if the County fails to perform its obligations under this Agreement and the failure is not due to the reasons described in subparagraph 2O(a)-(e). Before the FBO may terminate the Agreement under this paragraph. the FBO must give the County a wriHen notice of the default stating that. if the default is not cured within 15 days of the FBO's wriHen notice. then the FBO will terminate this Agreement. Termination under this paragraph does not relieve the County from an obligation to pay the FBO whatever damages the FBO suffered because of the County's default. 22) The waiver ~y the FBO or the County of an act or omission that constitutes a default of an obligation under this Agreement does not waive another default of that or any other obligation. 23) The FBO may not assign this Agreement or assign or subcontract any of its obligations under this Agreement without the approval of the County's Board of County Commissioners, which consent may not be unreasonably withheld. 24) All the obligations of this Agreement will extend to and bind the legal representatives. successors and assigns of the fBO and the County. 25) During fhe ferm of this Agreement. the FBO. must have and maintain a registered agent as required by Chap. 620. F.S.. and keep the County informed of the agent's name. titfe and address. 26) This Agreement is governed by the laws of the State of Rorida and the United States. Venue for any dispute arising under this Agreement must be in Monroe County.FL In the event of any litigation. the prevailing party is entitled to a reasonable fair market value aHorney fees and costs. 27) This Agreement has been carefully reviewed by the FBO and the County. Therefore. this Agreement is not to be construed against any party on the basis of authorship. 28) Notices to the County provided for in this Agreement, unless otherwise specified. must be sent by certified mail to: 11 Marathon Airport Manager 9400 Overseas Highway ., Mqr~thon. Fl33050 Notices to the FBO provided for in this Agreement, unless otherwise specified. must be sent by certified mail to: GRANTAIR Service. Inc. 8800 Overseas Highway Marathon. Ronda 33050 291 This Agreement is the parties' final mutual understanding. It replaces any earlier agreements or understandings. whether written or oral. This Agreement cannot be modified or replaced except by another written and signed agreement. 301 .. :'-.._~......., " IN~.ITNESS ~HEREOF. each party has caused this Agreement to b3 executed by its duly ! . . l ~ authorized'representative. . . .- ~~\ . ~ ~" " \.,' .....:, (SEALJ /i' ,.' ATTEST: DANNY L KOLHAGE. CLERK " 8Y~"Tge~~~ , This Agreement will take effect on April J O. J 998. By TItle ATTEST: By Title jairigrontair 12