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02/16/2000 LEASE AGREEMENT KWIA ::t.... O-n C> '-' Q, . This Agreement is made and entered into by MONROE COUNTY, a poli~al~b~isi~ of the State of Florida, whose address is 5100 College Road, Stock Island, Key~~ F~O.m, hereafter County or Owner, and GULFSTREAM INTERNATIONAL AIRLINES, INC.,2'A~ at:ldre.!ilS is 1815 Griffin Road, Suite. 400, Dania, FL 33004, hereafter Gulfstream or Tenan~:i;~ - ~ -to 0 =- __ :< (") r- ::c .-v In consideration of the mutual promises and benefits described be~{../~hE9>a~s agree as follows: J,. ,." Ul ;:0 , <Ii:"" 0 1. The County hereby leases to Gulfstream the following: Room 207, upstairs in the Key West International Airport (KWIA) Terminal Building, consisting of approximately 780 square feet (20' x 39') hereafter the premises. 2. Gulfstream may only use the premises for office purposes. Gulfstream may not suffer, permit or allow its employees, guests and invitees to smoke, cook, or sleep overnight on the premises. 3. The term of this lease is for one year commencing on January 1, 2000 and ending on December 31, 2000, with an option for an additional five year term. In order to exercise its option, Gulfstream must notify the County in writing at least 30 days before the end of the initial one year term. 4. a) Rent is payable in advance. Rent during the initial one year term is $12,027.60 ($15.42 per square foot per year) or $1,002.30 per month. If paid annually the rent is due on or before the initial commencement date and, if the option is exercised, on or before the anniversary of such date for each succeeding year. If paid monthly, the rent is due in advance at least five days prior to the month for which the rent is paid. b) If Gulfstream exercises its option to extend this lease for an additional five year period, then the rent amount will be adjusted as required by the County's rate and charges study in effect at the time the option is exercised. c) Past due payments will accrue interest payable to the County and calculated according to the rate set forth in Sec. 55.03. FS, for the year in which the rental payment became past due. 5. a) The premises are leased in an as is condition. Gulfstream may, at its own expense, make minor alterations to the premises such as painting, temporary partitions and the installation of lighting fixtures. All such alterations must be approved in advance by the Manager of KWIA. b) Gulfstream is responsible for janitorial service for the premises and routine maintenance such as the replacement of light bulbs and plumbing and electrical repairs. Except as provided in paragraph 14, the County is responsible for major repairs to the premises. repairs. Except as provided in paragraph 14, the County is responsible for major repairs to the premises. 6. a) During the term of this lease Gulfstream must keep in full force and effect the insurance described in Exhibit A. Exhibit A is attached to this lease and made a part of it. b) Gulfstream 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 attorneys' fees and costs - that arise out of or are attributable to the Gulfstream's operations at premises 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 purchase of the insurance required by subparagraph 6(a) does not vitiate Gulfstream's indemnification obligation under this subparagraph 6(b). 7. Gulfstream must, on the last day of the lease term, or earlier on termination or abandonment, peaceably and quietly surrender and deliver the premises to the County. Moveable fixtures and personal property that belongs to Gulfstream may be removed on or prior to the end of the term or upon termination. Moveable fixtures and personal property left on the premises after the end of the term, or after the date of termination, will become the property of the County without the need for any payment to Gulfstream. The County may also remove such moveable fixtures and personal property and store them at the expense and risk of loss to Gulfstream. If Gulfstream causes any damage to the premises when it removes its moveable fixtures and personal property, it must promptly repair such damage or pay the County the estimated cost of the repairs. The cost estimate will be made by the County Engineer whose decision will be binding on Gulfstream. The obligation of Gulfstream to pay for the damage repair costs survives the end or termination of this lease agreement. 8. Gulfstream may not assign, pledge, mortgage or hypothecate this lease or any interest that Gulfstream has under this lease without the permission of the County. Further, Gulfstream may not sublease the premises or any portion of the premises without the permission of the County. Any unauthorized pledge, mortgage, assignment, hypothecation or sublease is void and operates to terminate this lease at the option of the County. 9. Gulfstream for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that (1) 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 in the use of facilities, (2) or in the contracting for improvements to the premises (3) that the Gulfstream 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. 2 That in the event of breach of any of the above nondiscrimination covenants, 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 provision 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. 10. This lease 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 United States of America 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, any existing or subsequent amendments thereto, and are subject to any ordinances, rules or regulations which have been or may hereafter be adopted by the County pertaining to the Key West International Airport. 11. Notwithstanding anything herein contained that may be, or appear to be, to the contrary, it is expressly understood and agreed that the rights granted under this agreement are nonexclusive and the County herein reserves the right to grant similar privileges to another Lessee or other Lessees on other parts of the Airport. 12. The County must maintain and provide access to the premises and furnish the following utility services: electric, water, sewer, and solid waste collection. All telecommunication services are the responsibility of Gulfstream. 13. The County may treat Gulfstream in default and terminate this lease if Gulfstream fails to comply with its obligations under this lease. Before the County may terminate the lease under this paragraph, the County must give Gulfstream a written notice of default specifying the event(s) of default and stating that, if the default is not cured within ten days of Gulfstream's receipt of the written notice, then the County will terminate this lease. If this lease is terminated because of the default of Gulfstream, then the County has a lien upon the personal property of Gulfstream at the premises to secure the payment of any rent unpaid at the time of default plus any interest on such rent that may have accrued. 14. If the premises are rendered unusable to Gulfstream for 90 days or more through fire, storm, flooding, other acts of God, acts of a foreign country, or any action undertaken by the government of the United States, then this lease will automatically terminate with neither party under any further obligation, liability or duty to the other (except for Gulfstream's obligation to pay rent up to the date when the premises became unusable). Gulfstream has no obligation to pay rent during the period when the premises were unusable because of the events described in this paragraph. The repair or reconstruction of the premises, if rendered unusable to Gulfstream by an event described in this paragraph, is discretionary with the County and creates no obligation on the part of the County to undertake such repair or reconstruction. 15. This lease is governed by the laws of the State of Florida and the United States. Venue for any litigation arising under this lease must be in Monroe County, Florida. In the event of litigation, the prevailing party is entitled to a reasonable fair market value attorney fees and costs. 3 17. Notices provided for in this lease, unless otherwise specified. must be sent by certified mail as follows: TO COU NTY KWIA Airport Manager 3491 S. Roosevelt Blvd. Key West. Fl 33040 TO AIRWAYS GUlFSTREAM INTERNATIONAL AIRWAYS, INC. 1815 Griffin Road Suite 400 Dania, Fl 33004 18. This lease is the parties' final mutual understanding. It replaces any earlier agreements or understandings, whether written or oral. This lease cannot be modified or replaced except by another written and signed agreement. 19. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity. may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids n leases of real property to public entity. may not be awarded or perform work as a contractor. supplier. subcontractor. or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Sec. 287.017. for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 20. The Provider warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion. deduct from the contract or purchase price, or otherwise recover. the full amount of any fee. commission. percentage, gift. or consideration paid to the former County officer or employee. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly / authorized re~esentative the dates set forth below. I . . /\ j {SEAL} . ATTEST: " " I {, Zoo " 0 , ATTEST: GUlFSTREAM INTERNATIONAL AIRLINES, INC ~~e6~ ~~e~~~ Date , 0 jairigulfair2 4 EXHIBIT IAI INSURANCE REQUIREMENTS - GENERAL LIABILITY INSURANCE REQUIREMENTS FOR \ CONTRACT BET\VEEN MONROE COUNTY, FLORIDA A1\1) Prior to the commencement of work governed by this contract, the Contractor shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimwn: . Premises Operations . Products and Completed Operations . Blanket Contractual Liability . Personal Injury Liability . Expanded Definition of Property Damage The minimwn limits acceptable shall be: $300,000 Combined Single Limit (CSL) If split limits are provided, the minimwn limits acceptable shall be: $100,000 per Person $300,000 per Occurrence $ 50,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimwn of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. GLl 54 ~.(Qv~ ..y C6' , i-;J2Q () .. A\t n ,ffirtl'l ~"l~ Wr,lvrR: MARSH CERTIFICATE OF INSURANCE No. GIA-98-12 This is to certify to: Monroe County Board of Commissioners 5100 College Road Key West, FL 33040 that the insurers/underwriters/companies listed below, each for their own part and not one for the other, are providing the following insurance: NAMED INSURED: G-Air Holdings Corp., Gulfstream International Airlines, Inc. and Paradise Island Airlines, Inc. NAMED INSURED'S ADDRESS: 1815 Dania Road Suite 400 Dania, FL 33004 POLICY PEIDOD: September 30, 1999 to September 30, 2000 on both dates at 12:01 A.M. Local Standard Time at the address ofthe Named Insured. GEOGRAPHICAL LIMITS: W orldwide* * As respects Coverage A - War Risks Liability Insurance (A V.52C equivalent), the Geographical Limits of the policy are: Worldwide excluding Iraq and any other countries subject to United Nations sanctions. INSURANCE COVERAGES: A) Comprehensive Airline Liability Insurance (including, but not limited to: Comprehensive General Liability, Public Liability, Passenger Liability, Personal Injury Liability, Contractual Liability, Passengers' Checked and Unchecked Baggage Liability, Premises, Products (excluding Manufacturer's Product Liability), and Completed Operations Liabilities, Ground and In-Flight Hangarkeepers Liability, Cargo Legal Liability, Excess Automobile and Employers Liabilities). Including AAU equ1valent of Extended Coverage Endorsement (Aviation Liabilities) (A VN.57C). An MMC Company LIMITS OF LIABILITY: Note: Aggregate Limits may be reduced due to paid claims AIRCRAFT INSURED: A) MARSH Combined Single Limit Bodily Injury (including passengers), Property Damage and Personal Injury (Passengers only): at least US$ 1 00,000,000.00 anyone occurrence/offense, in the aggregate annually as respects Products, Completed Operations and Personal Injury Liabilities. However, the following sub limits apply as part of and not in addition to the limit stated above. As respects Personal Injury to third parties other than passengers: US$25,000,000.00 anyone occurrence, any one offense, in the aggregate annually. As respects Cargo Legal Liability: US$5,000,000 each occurrence As respects Excess Automobile and Employers' Liabilities: This insurance to pay up to the difference between the underlying primary policy limit ofUS$I,OOO,OOO.OO and a total limit ofUS$25,000,000.00 anyone occurrence/offense and in the aggregate annually as applicable. Any aircraft owned and/or operated by the Named Insured. Agreed Values as declared to insurers. An MAte Company MARSH SPECIAL PROVISIONS Solely as respects Coverage A, and solely as required under the terms of the Agreements between Monroe County Board of Commissioners and Gulfstream International Airlines, Inc. and Paradise Island Airlines, Inc., subject to the policy terms, conditions, limitations, deductibles, warranties and exclusions, the following provisions apply: 1) Monroe County Board of Commissioners is included as an Additional Insured as its interests may appear with respect to the operations ofthe Named Insured under the terms ofthe Agreements. 2) In the event of cancellation or material change of the policies by Insurers, which would adversely affect the interests of the Additional Insured, Insurers agree that such cancellation or change shall not be effective as to the Additional Insured until thirty (30) days (seven (7) days or such shorter period as may be customary in the case of War Risks (AVN.51 and AVN.52C) insurance, ten (10) days in the event of cancellation due to non-payment of premium, ten (10) days as respects Electronic Date Recognition Exclusion Limited Endorsement) after issuance of notice of to The Monroe County Board of Commissioners. 3) Such insurance as is afforded under these policies shall apply with respects to liability of others assumed under contract or agreement but only to the extent of the coverage otherwise afforded under these policies. 4) This coverage applies to liability arising out of any vehicle being operated by the Named Insured on those parts of an airport premises which are not accessible to the public and designated as restricted access areas. The undersigned has been authorized by the above insurers to issue this certificate on their behalf. The undersigned is not an insurer and has no liability of any sort under the above policies nor as a result of this certification. This certificate does not alter, extend or amend any policy terms, conditions, limitations, deductibles, warranties or exclusions. DATE OF ISSUE September 30. 1999 An MAte Company SECU RITY --100% As Respects Coverage A INSURERS One or More Member Companies of Associated Aviation Underwriters Certain Underwriters at L1oyds, London and Various Insurance Company through Marsh Aviation Generali France Assuranc;es through La Reunion Aerienne American Home Assurance Company through AIG Aviation AGF and GAN through Assurance France Aviation Indemnity Insurance Company of N.A. through ACE USA Brockbank Insurance Services, Inc. AXA Global Risks UK through Avia France Mutual Marine Office SEVERAL., LIABILITY NOTICE MARSH POLICY NUMBER REG6449 V90649 1999-66681 HL 3387426-02 99.0568 ATA019046 77-99-0109-00 99.697 MMO-20815AV599 The subscribing insurers' obligations under contracts of insurance to which they subscribe are several and not joint and are limited solely to the extent of their individual subscriptions. The subscribing insurers are not responsible for the subscription of any co-subscribing insurer who for any reason does not satisfy all or part of its obligations. LSW 1001 (Insurance) An MMC Company Aooendix A DATE RECOGNITION EXCLUSION CLAUSE This Policy does not cover any claim, damage, injury, loss, cost, expense or liability (whether ", in contract, tort, negligence, product liability, misrepresentation, fraud or otherwise) of any nature whats~y~.sing from or occasioned by or in consequence of (whether directly or indirectly and wne!!ler wholly or partly): (a) the failure or inability of any computer hardware, software, integrated circuit, chip or information technology equipment or system (whether in the possession of the Insured or of any third party) accurately or comP-letely to process, exchange or transfer year, date or time data or information in connection with: the change of year from 1999 to 2000; and/or the change of date from 21 August 1999 to 22 August 1999: and/or any other change of year, date or time; whether on or before or after such change of year, date or time; (b) any implemented or attempted change or modification of any computer hardware, software, integrated circuit, chip or information technology equipment or system (whether in the possession of the Insured or of any third party) in anticipation of or in response to any such change of year, date or time, or advice given or services performed in connection with any such change or modification; (c) any non-use or unavailability for use of any property or equipmenr'ofany kind whatsoever resulting from any act, failure to act or decision of the Insured or of any third party related to any such change of year, date or time; and any provision in this Policy concerning any duty of Insurers to investigate or defend claims shall not apply to any claims so excluded. A VN 2000 (22.4.98) : .:. : Appendix C DATE RECOGNITION LIMITED COVERAGE CLAUSE WHEREAS the Policy of which this Endorsement fonns part includes the Date Recognition Exclusion Clau~ ~u$e A VN 2000), it is hereby understood and agreed that, subject to all tenns and provisions oftltiS"Bndorsement, Clause A VN 2000 shall not apply: (I) to any accidental loss of or damage to an aircraft defined in the Policy Schedule ("Insured Aircraft"); (2) to any sums which the Insured shall becomeJegally liable to pay, and (if so required by the Policy) shall pay (including costs awarded against the Insured) in respect of: (a) accidental bodily injury, fatal or otherwise, to passengers caused by an accident to an Insured Aircraft; and/or (b) loss of or damage to baggage and personal articles of passengers, mail and cargo caused by an accident to an Insured Aircraft; and/or (c) accidental bodily injury, fatal or otherwise, and accidental damage to property caused by an Insured Aircraft or by any person or object falling therefrom. PROVIDED THAT: 1. Coverage provided pursuant to this Endorsement shall be subject to all tenns, conditions, limitations, warranties, exclusions and cancellation provisions of the Policy (except as _ specifically provided herein), and nothing in this Endorsement extends coverage beyond that which is provided by the Policy. 2. Nothing in this Endorsement shall provide any coverage: (a) in respect of grounding of any aircraft and/or (b) in respect of loss of use of any property unless it arises out of physical damage to or destruction of property in the accident giving rise to a claim under the Policy. 3. . The Insured recognises that the Insurers consider the infonnation provided by the Insured in the application fonn, and/or other documentation provided, to be material to their decision to issue this Endorsement. The Insured further agrees that it has a continuing obligation to disclose in writing to the Insurers during the Policy period any additional material facts relating to the Date Recognition Confonnity of the Insured's..operations, equipment and products. A VN 2001 20.10.98 ... (Applicable to Hull and Aircraft Liability Coverage) -- ~~- =: Appendix D DATE RECOGNITION LIMITED COVERAGE CLAUSE WHEREAS the Policy of which this Endorsement forms part includes the Date Recognition Exclusion Clause (Clause A VN 2000), it is hereby understood and agreed that, subject to all terms and provisions of this Endorsement, Clause A VN 2000 shall not apply to any sums which the Insured shall become lega~ble to pay, and (if so required by the Policy) shall pay (including costs awarded against the Insured) in respect of: (I) accidental bodily injury, fatal or otherwise, or loss of or damage to property caused by an aircraft accident occurring during the Policy period and arising out of a risk insured under the Policy; and/or (2) accidental bodily injury, fatal or otherwise, or loss of or damage to property caused by an accident, other than an aircraft accident, occurring during the Policy period and arising out of a risk insured under the Policy. For the avoidance of doubt, solely for the purposes of this paragraph (2) and without prejudice to the meaning of the words in any other context, "bodily injury" shaIl mean only physical corporeal injury and unless arising directly therefrom shall not include mental or psychological injury. '. PROVIDED THAT: 1. Coverage provided pursuant to this Endorsement shall be subject to all terms, conditions, limitations, warranties, exclusions and cancellation provisions of the Policy (except as specifically provided herein), and nothing in this Endorsement extends coverage beyond that which is provided by the Policy. 2. Nothing in this Endorsement shall provide any coverage: (a) applying in excess of any scheduled underlying insurance and/or in respect of any non aViation risks; and/or ... (b) in respect of grounding of any aircraft; and/or (c) in respect of loss of use of any property unless it arises out of physical damage to or destrUction of property in the accident giving rise to a claim under the Policy. 3. The Insured recognises that the Insurers consider the information provided by the Insured in the application form, and/or other documentation provided, to be material to their decision to issue this Endorsement. The Insured further agrees that it hq,s a continuing obligation to disclose in writing to the Insurers during the Policy period any additional material facts relating to the Date Recognition Conformity of the Insured's operations, equipment and products. A VN 2002 20.10.98 (Applicable to non Aircraft Liability only) .. :. '" )0'. .