Okaloosa County BOCC — April 27, 2013 — MSA Amended and Restated Lease Agreement with Exhibits — reading text

and/or modified vehicular and aircraft ingress/egress and access-ways provided for in this Lease; excluding roofs and the maintenance hangar main door; 2. The maintenance of all interior utility lines, exterior equipment, fixtures and connections in accordance with Article XVII; 3. The maintenance of all interior lighting fixtures; including bulbs, ballasts, starters, switches, and outlets; 4. All security service; 5. All interior and exterior painting; and 6. Maintenance of all interior and exterior doors, locks , walls, windows, ceilings and partitions. The County shall not be liable for damage caused by wind, water, steam, sewage, snow, ice, gas, bursting or leaking of pipes or plumbing or electrical causes, unless the damage is proved to be the result of gross negligence of the County. The County shall have no responsibility for maintenance, repair, or replacement of the Leased Premises including any Permanent Approved Capital Operator Improvements. The Operator, at its sole cost and expense, shall provide custodial service and other service(s) required by the Operator, and the County shall have no obligation therefore. During the term of this Agreement, Operator agrees to maintain all portions of the Leased Premises not maintained by County, and any improvements, alterations, or additions thereon, in a safe, clean, and neat condition, and not permit any accumulation of wreckage, debris, or trash. Operator agrees to provide for complete, proper and adequate sanitary handling and disposal, away from the Airport, of all trash, garbage, waste and other refuse caused as a result of Operator's 18 use of the Leased Premises; to provide and use suitable covered metal receptacles, to be approved by the Airport Director, for all trash, garbage and other refuse on or about the Leased Premises, and not to pile boxes, cartons, carts, drums, or the like on the outside of the buildings, or dump any waste matter of any nature, in a liquid state or otherwise, on the Leased Premises nor to permit contamination of the County's sewers or the Airport's drainage control reservoir. Operator agrees to promptly install, without cost or expense to the County, any other device or devices for the handling and disposition of refuse and all manner of waste (liquid or otherwise) as may reasonably be required by the County or the Airport Director from time to time of all Airport tenants, including Operator. Should Operator fail to comply with the terms and conditions of this Article within a period of thirty (30) days following written notice of such failure, or for those items that cannot be reasonably cured within 30 days, Operator undertakes to cure and diligently pursues such cure, the County reserves the right to take any action to cure said failure. Should the County take action to cure failures, the Operator shall pay to the County an amount equal to the County's cost for such actions plus a ten percent (10%) administrative charge. Said payment is to be made by the 10th day of the following month in addition to any other payments due. ARTICLE XVII UTILITIES During the term of this Agreement, Operator shall be responsible for providing, maintaining, and repairing, at its sole cost and expense, all utilities; including, but not limited to telephone, lighting (except ramp lighting which will be the County's expense for power and repair), water, gas, sewer, and electric as County, required for the Leased Premises and any improvements, alterations, or additions thereon. Throughout the term of this Agreement, Operator shall not render any utility lines inaccessible. Operator shall be responsible for the maintenance and repair of all exterior telephone, water, gas, sewer, and electrical utility lines required for the Leased Premises commencing at the point(s) where said utilities enter upon the Leased Premises. The County shall have no obligations related to said maintenance and repair. Operator shall coordinate any required maintenance and repair with the appropriate utility company. The County, or the utility company as the case may be, will be responsible for utility lines up to property lines of the leased Premises as defined in Exhibits A-1, A-2, and A-3. Should Operator have a problem with any exterior utility line and it be determined that said problem exists at a point prior to where the line enters upon the Leased Premises, Operator shall coordinate the required maintenance and repair with both the appropriate utility company and the County. The Operator may, at its sole cost and expense, install any additional utilities at the Leased Premises, as it so desires, provided that Operator shall be responsible for 19 obtaining any easements necessary to make such utilities available to the Leased Premises and the Operator complies with all provision Article XIlI herein. The County reserves to itself the right, at its expense, to install, maintain, repair, replace, or remove and replace water or sewer pipes, electrical lines, gas pipes, or any other utilities or services located on the Leased Premises as necessary or appropriate, in the County's judgment, to make such utilities available to the County or other tenants, along with the right to enter the Leased Premises at all reasonable times in order to accomplish the foregoing, provided, however, that (i) the County shall take reasonable precautions to avoid the disruption of the Operator's authorized activities; (ii) the alteration and additions after instailation do not lessen the utilities previously available to Operator; (iii) the County and/or the ultimate user of such utilities will be responsible to repair and maintain such utilities; and (iv) such utilities will be separately metered for different users. The Operator shall be solely liable for the cost of all utility consumption on the Leased Premises, except ramp lights, and the Operator shall obtain separate meters accordingly. ARTICLE XVI DAMAGE OR DESTRUCTION Operator shall be liable for any damage to the Airport and to any improvements thereon caused by Operator, its partners, officers, agents, invitees, employees, contractors, subcontractors, assigns, subtenants, or anyone acting under its direction and control, ordinary wear and tear excepted. All repairs for which Operator is liable shall be made by Operator unless the County determines that it is more appropriate for the County to make the repairs; provided, however, notwithstanding anything herein to the contrary, repairs to the improvements constructed by Operator may be made by the Operator unless Operator fails to undertake such repairs as set forth below. In such a case, the County shall make the repairs at Operator's expense. All repairs for which Operator is liable and which are not undertaken after the County has given Operator written notice to so do shall be performed by the County, in which event Operator shall reimburse the County for the cost thereof, plus a ten percent (10%) administrative charge, and said amount shall be due by the 10th day of the following month in addition to any other payment due. In case of damage to or destruction of the improvements upon the Leased Premises, the Operator, at its sole expense, shall commence the repair or reconstruction of the improvements within sixty (60) days thereafter and diligently complete such repair or reconstruction within a reasonable time period and to a condition as near as reasonably practicable to the condition thereof immediately prior to such damage or destruction. In accordance with Article XI, a period of more than 14 months shall be deemed unreasonable. In the event the Operator fails to commence repairs within the specified time, then, at the County's sole discretion, this Agreement shall terminate or the County may exercise its remedies under this Agreement. In the event this Agreement terminates pursuant to the paragraph above, the County 20 shall notify the Operator in writing whether the County elects that (1) the Operator surrender possession of the Leased Premises to the County immediately and assign the County (or, if the same has already been received by the Operator, pay to the County) all of its right, title and interest in all of the proceeds from the casualty insurance upon the Leased Premises specified in Article Xl, and pay to the County an amount equal to the Operator's deductible thereunder, or (2) the Operator at its sole cost and expense, within four (4) months after the receipt of the County's written notice as aforesaid, tear down and remove all parts of the improvements then remaining and the debris resulting from such fire or other casualty and otherwise clean up the Leased Premises, and place the area in a condition similar to that when it was first provided to the Operator. In all events, the Leased Premises shall be free and clear of liens, including the lien of any leasehold mortgage, arising by, through or under the Operator. In the event the County elects option (2) hereunder, within five (5) days after the completion of such cleanup and restoration, the Operator shall surrender to the County possession of the Leased Premises, cleaned up as aforesaid, and assign to the County (or if the same has been received by the Operator, pay to the County) all of the insurance proceeds from the insurance upon the Leased Premises specified in Article XI plus the amount of any deductible thereunder, minus the costs of cleanup and restoration. In the event of damage or destruction to the Leased Premises, it is expressly understood that Operator shall continue to be liable for complying with all terms and conditions of this Agreement, including fees payable, during the time required for Operator to fulfill its obligations hereunder, unless the damage makes it impractical for the Operator to continue the Operator's business. In this event, the base rent will be abated for up to the time it takes for Operator to reopen for business but in no event longer than 14 months from the date the damage or destruction occurred. Notwithstanding anything in this Article or the Lease to the contrary, Operator's and County's rights to insurance proceeds will be subject and subordinate to the rights of the lender holding the leasehold mortgage covering the Leased Premises pursuant to Article XLIV below. ARTICLE XIX RIGHT TO ENTER The County and its authorized officers, employees, agents, contractors, subcontractors and other representatives shall have the right to enter upon the Leased Premises and any improvements and alterations thereon at reasonable times (and in an emergency, any time) for the following purposes: 1. To inspect such premises to determine whether Operator has complied and is complying with the terms and conditions of the Agreement 2. To perform maintenance and make repairs in any case where Operator is obligated but has failed to do so. 3. In the exercise of County's police powers. 21 ARTICLE XX QUIET ENJOYMENT The County warrants and represents that it has good and marketable title to the Leased Premises free of encumbrances. The County represents that upon payment of fees when due and upon performance of all other conditions required herein, and under other agreements between the parties, Operator shall peaceably and quietly have, hold, possess and enjoy the Leased Premises, and ail improvements thereon, for all terms under this Agreement, subject to the County's rights of inspection and maintenance contained herein. ARTICLE XXI NON-DISCRIMINATION Operator, for itself, its personal representatives, successors in interest, assigns and subtenants, as part of the consideration hereof, does hereby covenant and agree that (1) no person on the grounds of race, color, religion, sex, national origin, or disability shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination in the use of the Leased Premises and any improvements thereon; (2) no person on