Item G3
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: 05-16-01
Division:
County Administrator
Bulk Item: Yes X
No
Department: Airports
AGENDA ITEM WORDING:
Approval of Lease Amendment with Paradise Aviation.
ITEM BACKGROUND: The Fixed Base Operation (FBO) is requesting 37,800 square feet of
additional land abutting the east side of their current leased area. The FBO will be constructing
additional ramp and an aircraft hangar. Additional ramp area is necessary for operational growth of the
FBO.
PREVIOUS REVELANT BOCC ACTION:
Paradise Aviation in April of 1998.
BOCC approved a 20 year lease agreement with
CONTRACT/AGREEMENT CHANGES:
lease for the remainder of their original lease.
This would add 37,800 square feet to the existing
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: N/A
COST TO COUNTY:
BUDGETED: Yes
No
REVENUE PRODUCING: Yes X No
AMOUNT PER YEAR $9060.00
DIVISION DIRECTOR APPROVAL:
APPROVED BY: County Atty _ OMB/Purchasing _ Risk Management',~ ,\( ,
MARATHON AIRPORT MANAGER APPROVAL: ~QC-9
Theresa Cook
~c:;;:;:; . ~ .
James Roberts
County Administrator
DOCUMENTATION:
Included L
To Follow
Not Required_
AGENDA ITEM # /-Gc.3
DISPOSITION:
Revised 2/27/01
-----
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Paradise Aviation Contract #
Effective Date: Jan 1, 2002
Expiration Date: 4/18
Contract Purpose/Description:
Lease amendment that provdes 37,800 square feet of additional land for the construction
of an aircraft hangar and additional ramp for aircraft tiedowns.
Contract Manager: Theresa Cook 6060 Airport! 15
(Name) (Ext. ) (Department/Stop #)
for BOCC meeting on 12/19/01 Agenda Deadline: 12/5/01
CONTRACT COSTS
Total Dollar Value of Contract: $ 144,960
Budgeted? YesO No ~ Account Codes:
Grant: $
County Match: $ 0
Current Year Portion: $ 9060.00
----
----
----
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ADDITIONAL COSTS
Estimated Ongoing Costs: $ _/yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Changes Date Out
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Comments:
OMB Form Revised 2/27/01 MCP #2
LEASE AMENDMENT
This Lease Amendment is entered into this
day of
, 2001,
by and between MONROE COUNTY, a political subdivision of the State of Florida, whose
address is Florida Keys Marathon Airport, 9400 Overseas Highway, Marathon Florida 33050
(hereafter County), and PARADISE A VIA TrON, INC., a corporation, whose address is 9850
Overseas Highway, Marathon, Florida 33050 (hereafter FBO).
WHEREAS, on April 6, 1998, the parties entered into a 20 year lease (the original lease)
whereby the FBO is to provide fixed base operations service at the Florida Keys Marathon
Airport (FKMAP). A copy of the original lease is attached as Exhibit A and made a part of this
amendment; and
WHEREAS, the County and the FBO desire to expand the FBO's premises to provide an
additional hangar and ramp area; now, therefore
In consideration of the mutual covenants and promises set forth below, the parties agree
as follows:
1. a) The County leases to the FBO a total of 37,800 square feet of real
property (25,800 square feet at .30 cents a square foot and 12,000 square feet at .11 cents a
square foot) described in Exhibit Al, hereafter the premises. Exhibit Al is attached to, and
made a part of, this lease amendment.
b) The premises may be used for the site of a county approved newly
constructed hangar, aircraft tie-downs and aviation activity only. The new hangar is to be built
at the sole cost and expense of the FBO. The improvements made by the FBO to premises
automatically become the property of the County upon the termination of this lease. However,
FDOT funds may become available for improvement construction. In that case, if FDOT funds
are used to construct the hangar then the FBO must provide a letter of credit in the amount
equal to their estimated share of the hangar and sign an Agreement with the County before any
public funds are provided. The County/FBO agreement will authorize payment to the County
from the letter of credit if the FBO fails to promptly pay its portion of the improvement
construction costs and any additional terms required for the use of FDOT Funds.
2. The term of this lease amendment begins on January 1, 2001 and ends on April 5,
2018.
3. The rent for the premises is $755, plus tax, per month, payable upon certificate
of ramp completion and subject to increase in amount as provided in the original lease.
4. Except as specifically provided in this lease amendment, this lease amendment is
subject to the terms and conditions of the original lease all of which remain in full force and
effect.
5. If the hangar is not constructed or has not received a certificate of occupancy
within two years of the effective date, this amendment becomes void.
IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its
duly authorized representative the date first written above.
(SEAL)
A TTEST: DANNY L. KOLHAGE, CLERK
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By
By
Deputy Clerk
Mayor/Chairperson
ATTEST:
PARADISE AVIATION, INC.
By
Title
jdairportparadise
By
Title
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APPROVED
A G AS TO FOR
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M~RATHON FIXED BASE OPERATOR (FBO) AGREEMENT
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 Rorida
33050 (hereafter County), and Paradise Aviation, Inc. whose address is 9850 overseas Highway,
Marathon, Florida 33050 (hereafter FBO).
WHEREAS, the County owns the Marathon Airport located in Marathon, Ronda; 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:
I) The County leases to the FBO the real property shown on Exhibit A, including the
hangar building, line office, ramp, tiedowns, and fuel farm, hereafter collectively referred to as
the premises. Exhibit A is attached to and incorporated into this Agreement. No buildings,
structures, or other improvements to real property may be added by the FBO to the premises
during the term{s) of this Agreement without a separate agreement concerning the some with
the County.
2) The County sells and conveys title to the FBO those items of personal property
listed in Exhibit B. The County warrants to the FBO that the property listed in Exhibit B is free and
clear of the liens or other encumbrances of any third parties. Exhibit B is attached to and
incorporated in this Agreement.
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
$234,000 prior to occupancy of the premises. The FBO 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 $6.800 per month. The initial rent payment is due on the effective date of this
Agreement and on the first of each month thereafter.
c) Starting on the date that the FBO begins the sale of fuel. the FBO must pay the
County a 4 cents per gallon flowage fee for each gallon sold. By the tenth of each month the
FBO must truthfully and accurately report to the County the number of gallons sold and pa'( the
County the fee due based on that number. The County's Marathon Airport Manager. or his
designee. must be allowed to inspect the FBO's records concerning fuel sales to make sure the
flowage fees paid accurately reflect the number of gallons sold. The inspection(s) may only be
during regular business hours (9:00 AM - 5:00 PM. Monday through Friday, excluding holidays).
d) The rent Will be adjusted annually on the anniversary of the effective date of
this Agreement by the amount recommended in an approved rates and charges study or by an
amount reflecting the percentage in increase in the CPI during the year prior to the anniversary
date.
e) All payments owed by the FBO to the County that remain unpaid for more
than 30 days will begin to accrue interest at a rate calculated from the original due date until
the date the County actually receives the money. The interest rate is the one established by the
Comptroller of the State of Rorida 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 FBO to
pay it-are in addition to. and not in lieu of, any other rights gnd remedies the County may have
under this Agreement or that are provided by law.
f) The FBO pledges ane assigns to the County. the fIXtures. goods. and chattels of
the FBO that are brought or placed on the premises as additional security for the payment of
the rent. The FBO agrees that a lien against the fixtures. goods. and chattels. may be enforced
by distress foreclosure or otherwise at the election of the County. and the FBO agrees to pay all
costs and charges County incurred by the County in an enforcement action.
4) The term of this Agreement is 20 years beginning on the effective date.
2
5) The FBO must pay all taxes and assessments, including any sales or use tax,
imposed or levied by any governmental agency with respect to the FBD's operations authorized
at the Marathon Airport operations under this Agreement.
6) The FBD must obtain, in its own name, and pay for. all utifity 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 service, 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 FBD 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 FBD specifically
waives any and all right to tie-down fees or any uses whatsoever of properties at the Marathon
Airport located outside of the above-described premises. The FBD must refrain from either
directly or indirectly being involved in any car rentals or other services that are not related
specifically to fIXed base aircraft operations.
b) The County's permission is not required tor the repair, renovation or
rehabilitation of improvements depicted on Exhibit A.
8) a) The FBO acknowledges and agrees that he has exarnined 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 FBO agrees to abide by and observe all such restrictions and
limitations, including the County fixed base operator 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
3
affect the FBO's obligations under this lease. The FBO must also comply with all laws, statutes,
regulations and rules of the federal or state govemments, and any plans or programs developed
by or funded by either govemment. that affect the FBO's operations or its use of the premises.
The FBO' s obligation to obey federal and state laws, statutes, regulations and rules, any federal
or state airport plan or airport program criteria or the criteria of a plan or program funded by the
"
state of federal govemment, includes not only those in existence on the effective date of this
Agreement. but those adopted after that date.
b) The FBO must pay any penalty, assessment or fine of the federal or state
govemment imposed on the County 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 0, civil action that is initiated by the federal or state govemment 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 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
4
providing the FBO with a written waming and a fifteen day opportunity to correct the
deficiency, enter the premises and do whatever repair or clean up worle: the County's Marathon
Airpqrt Manager deems appropriate. The cost of the worle: 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, inde,!,nity
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 attorneys I fees and costs - that arise out of or are attributable to
the FBO's operations at the 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. The FBO's purchase of the insurance required in paragraph 12 and
Exhibit D does not release or vitiate the FBO's obligations under this paragraph.
11) It is understood and agreed that nothing contained in this Agreement may be
construed to grant or authorize the granting of an exclusive right within the meaning of the
Federal aviation Act or its successor and that the County may enter into agreements with other
fixed base operators as long as such agreements are not on more favorable terms than this
Agreement.
12) a) Regardless of the effective date of this Agreement, before the FBO may
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 FBO must keep in full force and effect the insurance described in Exhibit E
during the term,s) of this Agreement. If the insurance policies originally purchased which meet
the requirements of Exhibit E are canceled, terminated or reduced in coverage, then the FBO
must immediately substitute complying policies so that no gap in coverage occurs.
5
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 FBD. The insurance requirements of this paragraph
do not malee any specific injured member of the general public a third party beneficiary ~nder
,
this Agreement. Therefore, any failure by the County to enforce this paragraph, or evict the FBO
from the Marathon Airport if the FBO becomes uninsured or underinsured, is not the breach of
any duty or obligation owed to any specific member of the general public and cannot form the
basis of any County liability to a specific member of the general public or his/her dependents, or
estate or heirs.
13) The FBO may not cause, suffer or permit any lien. mortgage, security interest,
financing :;tatement or other encumbrance to be placed on any real property improvement to
real property, or fixture 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, the FBO must promptly cause the discharge, release or otherwise clear and remove
such encumbrances from the County property.
14) a) The County must keep the Marathon Airport runway, taxiway, and the area
immediately adjacent to the runway and taxiway, in good repair and clear of obstructions and
debris. The County must maintain and operate the Maratbon 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 provide 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
6
a) No person on the grounds of race, color, or national origin shall be excluded
from participation in, denied the benefits or, or be otherwise subjected to discrimi~ation in the
use of said" facilities,
b) That in the construction of any improvements on, over or under such land and
the fumishing or services thereon, no person on the grounds of race, color, or national origin ,shall
be excluded from participation in, denied the benefits of, or be otherwise subjected to
discrimination
c) That the FBO shall use the premises in compliance with all other requirements
imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation,
Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-assisted programs of
th~ 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 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, Part 21 are followed and completed including exercise or expiration of
appeal rights.
16) It shall be a condition of this lease, that the County reserves unto itself, its
successors and assigns, for the use and benefit of the public, a right of flight for the passage of
aircraft in the airspace above the surface of the real 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 height 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
7
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.
17) This Axed Base Operator Agreement and all provisions hereof are subject and
subordinate to the terms and conditions of the instruments and documents under which the
"
County acquired the sUbject property from the USA and shall be given only such effect as will
not conflict or be inconsistent with the terms and conditions contained in the lease of said lands
from the County and any existing or subsequent amendments thereto.
18) If funds are not provided by the United States for the operation of a Marathon
Airport control tower. navigation aids or other facilities that are needed by the FBO for service
at the Airport. the County is under no obligation to provide those facilities or services.
19) a) 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.
b) The County may treat the FBO in default and terminate this Agreement if the
FBO does not begin fIXed base operator service and have the insurance required by Exhibit E
within 30 days of the effective date of this Agreement. Before the County may terminate the
Agreement under this SUbparagraph. the County must give the FBO a written notice of the
default stating that. if operations do not commence and the required insurance is not obtained
within 15 days of the FBO's receipt of the notice. then the County will terminate this Agreement.
c) The County may treat the FBO in default and terminate this Agreement if the
FBO. after starting fixed base operator service at the Marathon Airport. fails to keep in full force
and effect the insurance required by paragraph 12 and Exhibit E. Before treating the FBO in
default and terminating the Agreement under this SUbparagraph. the County need only provide
8
the FBO 24 hour notice by FAX or overnight courier. The County may, but need not, provide the
FBO with an opportunity to cure the default.
d) The termination of this Agreement under subparagraphs 19(a)-(c) does not
relieve the FBO from an obligation to pay whatever damage the County suffered because of
the FBO's default.
e) The County may also treat the FBO in default and terminate this Agreement if
the FBO fails to comply with its other obligations under this Agreement (the obligations besides
the payment of rents and fees when due. and the purchase of insurance and keeping it in
effect.) Before the County may terminate the Agreement under this subparagraph, the county'------
must give the FBO a written 'notice of the default stating that, if the default is not cured within 15
days of the FBO's receipt of the written notice, then the County will terminate this Agreement.
Termination under this subparagraph does not relieve the FBO from an obligation to pay the
County whatever damages the County suffered because of the FBO's default.
f) Despite the FBO timely cure of its acts of default or the County's waiver of acts
of default, if the FBO defaults three times or more in performing its obligations under this
Agreement during a calendar year, then the County may , in its discretion. determine that the
FBO is a habitual violator. When the County malees that determination. it must notify the FBO in
writing. The notice must explain why the FBO was determined to be a habitual violator and that
any future act of default will be noncurable will not be waived, and will be the basis for the
immediate termination of this Agreement. If a subsequent default occurs. the County may
terminate this Agreement by giving the FBO 10 days written notice. The FBO rr.;;st 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 FBO's final act
of default.
9
obligation to pay the FBD whatever damages the FBD suffered because of the County's
default.
22) . The waiver by the FBD or the County of an act or omission that constitutes a
default of an obligation under this Agreement does not waive another default of that or any
other obligation.
23) The FBD may not assign this Agreement or assign or subcontract any of its
obligations under this Agreement without the approval of the County's Board of County
Commissioners.
24) All the obligations of this Agreement will extend to and bind the legal
representatives. successors and assigns of the FBD and the County.
25) During the term of this Agreement. the FBD. must have and maintain a registered
agent as required by Chap. 620. F.S.. and keep the County informed of the agent's name. title
and address.
26) This Agreement is governed by the laws of the State of Rorida and the United
States. Venue for any dispute arising under this Agreement must be in Monroe County. Rorida.
In the event of any litigation. the prevailing party is entitled to a reasonable fair marlcet value
attorney fees and costs.
27) This Agreement has been carefully reviewed by the FBD 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:
Marathon Airport Manger
9400 Overseas Highway
Marathon. Fl330SO
Notices to the FBD provided for in this Agreement. unless otherwise specified. must be sent by
certified mail to:
Paradise Aviation. Inc.
9850 Overseas Highway
Marathon. Fl 33050
11
29) This Agreement is the parties' final mutual understanding. It replaces any earlier
agreemen~s or understandings. whether written or ~raJ. This Agreement cannot be modified or
replaced except by another written and signed agreement.
30)
.
This Agreement will take effect on JPa.,,,,
~
.1998.
- ~f"i cch party has caused this Agreement to be executed by its duly
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authorized rep, . V,,~ ~'.
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(SEAL) ,'.' '. /',\r !,~':
ArrEST: DANNY L 'KOLHAGE~,~K
. .-:_;~~ ~;;'/
By ~.7Q ~~~..
Depu Cleric
ArrEST:
BOARD OF COUNTY COMMISSIONERS
OF MON C~. flORIDA
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By
Mayor/Chairman
By ~tk"'~"i~~H
TItle ~\().
By ~ c. .....U ~. tel
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pcon/fbomara2
12