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

to be unreasonably denied or delayed. Any such sublease must be in writing and be made subject to the terms and conditions of this 30 Agreement. In addition, before any sublease may take effect, any sub operator must execute an agreement with the County, in a form and for a fee acceptable to the County, by which such sub operator is authorized to do business on the Airport. ARTICLE XXXVI SUCCESSORS The provisions, covenants and conditions of this Agreement shail bind and inure to the benefit of the legal representatives, successors and assigns of the parties hereto. ARTICLE XXXVII PARTIAL INVALIDITY If any term or condition of this Agreement or application thereof to any person, entity or event shall to any extent be held or deemed invalid and unenforceable, the remainder of this Agreement and the application of such term, covenant, or condition to persons, entities or events other than those to which it is held invalid or unenforceable shall not be affected and each term, covenant and condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law. ARTICLE XXXVIII NOTICES All notices by either party to the other shall be made by depositing such notice in the registered or certified mail of the United States of America, postage prepaid, return receipt requested or with a nationally recognized overnight express courier service requiring signature and receipt, and such notice shall be deemed to have been served on the actual date of receipt, or, in the event addressee, or addressee's agent, refuses to accept delivery or delivery attempt is unsuccessful, so long as the notice is properly addressed as shown below or as subsequently provided to the other party in compliance with the provisions of this Article XXXVIII, then notice shall be deemed to have been served on either i) the date delivery is refused, ii) the next business day in the case of delivery by overnight courier, or iii) three (3) business days after mailing the notice in the case of registered or certified mail. All notices to the County shall be mailed to: Airports Director Northwest Florida Regional Airport 1701 Hwy 85 North Eglin AFB, Florida 32542-1413 All notices to Operator shall be mailed to: Regal Capital, LLC Attn: Jack Simmons 9171 Ashbury Lane Gulfport, MS 39503 31 The parties may from time to time designate, in writing, changes to the addresses stated. ARTICLE XXXIX REPRESENTATIONS REGARDING AUTHORITY The County represents that it has the authority to enter into this Agreement and grant the rights contained herein to Operator. if Operator is a limited liability company or general partnership, the undersigned warrants and represents that (1) he/she is a general partner of said partnership; (2) his/her execution of this Lease is in the usual course of the partnership's business; and (3) by his/her execution of this Lease, the partnership shall be deemed a signator to this Lease in the same fashion as if all of the general partners of the partnership had executed this Lease. If Operator is a corporation, the undersigned warrants and represents that (1) he/she is an agent of the corporation; (2) he/she is authorized to execute this Lease on the corporation's behalf; and (3) the corporation shall be bound as a signator to this Lease by his/her execution of this Lease. ARTICLE XL RELATIONSHIP OF PARTIES It is understood that the County is not in any way or for any purpose a partner or joint venturer with, or agent of, Operator in the use of the Leased Premises or any improvements thereon, for any purpose. ARTICLE XLI AIRPORT PROTECTION 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 Leased Premises, 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 Destin/Ft. Walton Beach Airport. The Operator shall not erect or permit the erection or growth of, or permit to remain in or on the Leased Premises, any structure, natural growth or other object extending into the airspace above the Leased Premises higher than as permitted in Federal Aviation Regulation Part 77, as such regulation may be amended from time to time. The Operator shall not use or permit the use in or on the Leased Premises of any device in such a manner as to create electrical or electronic interference with communications between the Destin/Ft. Walton Beach Airport and aircraft, or between aircraft and any navigational controls, whether or not located on the Destin/Ft. Walton Beach Airport. 32 The Operator shall not erect, install or permit the erection or installation in or on the Leased Premises of any lights that will or might make it difficult for aircraft pilots to distinguish between the airport lights and other lights, or that will or might impair visibility or otherwise endanger the landing, taking off, or maneuvering of aircraft. ARTICLE XLII HEADINGS The headings contained in this Agreement are inserted only as a matter of convenience and for reference and do not define or limit the scope or intent of any provision of this Agreement and shall not be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. ARTICLE XLII! GOVERNING LAW/VENUE This Agreement is made and entered into, and will be performed in, Okaloosa County, Florida, and Florida law shall govern and apply to its interpretation. In the event of a dispute or disputes between the parties hereto, and in the event litigation is instituted, such litigation shall be commenced only in the court of appropriate jurisdiction in Okaloosa County, Florida. ARTICLE XLIV ENCUMBRANCE OF LEASEHOLD ESTATE AND NOTICE TO MORTGAGEES A. With the prior written consent of County as set forth below, Operator may, at any time or from time to time during the term of this lease, encumber by mortgage or other security instrument, by way of assignment, or otherwise, Operator's interest in this leasehold estate. B. Any lender on the security of the leasehold estate ("Lender") shall have the right at any time during the term of this Lease: 1. To do any act or thing required of Operator hereunder and all such acts or things done and performed shall be as effective to prevent a forfeiture of Operator's rights hereunder as if done by the Operator; and 2. To realize on the security afforded by the leasehold estate by exercising foreclosure proceedings or power of sale or other remedy afforded in law or in equity or by the security documents (hereinafter sometimes collectively referred to as ‘foreclosure sale") or to acquire by deed-in-lieu, and to transfer, convey, or assign the title of Operator to the leasehoid estate created hereby to any purchaser at any such foreclosure sale or transfer from Lender if Lender acquires by a deed- in-lieu and to acquire and succeed to the interest of Operator hereunder by virtue of any such foreclosure sale or deed-in-lieu. 33 C. Notwithstanding anything to the contrary provided for in this Article, or elsewhere in this Lease, the rights of County, in the event of a default, may not be exercised until written notice of such default is provided to any Lender, or to the person or firm designated by any such Lender to accept such notices. It is agreed that such Lender shall have the right to cure any such default within thirty (30) days from receipt of said notice with respect to any default that can be cured by the payment of money, or within thirty (30) days from receipt of said notice with respect to any other covenant or condition or term of this Lease; and, if such default is of such nature that it cannot be remedied within said time, then such Lender shail have such additional time as is reasonably necessary to cure such default, provided that it commences the curing of such default within said thirty (30) day period, and thereafter diligently continues the curing of the same. D. No such Lender shall be required at any time to subordinate its mortgage to other mortgages or security instruments nor shall such Lender be liable to the County as an assignee of this Lease unless and until such time as such Lender shall acquire the rights of Operator hereunder through foreclosure or other appropriate proceedings in the nature thereof, or by deed-in-lieu or as a result of any other action or remedy provided for by such mortgage, or which may otherwise be provided by law, E. No modification, cancellation or surrender of this Lease shall be made without the consent of any Lender on the security of the leasehold estate when such Lender requests, or Lender's documents require, such authority to consent. F. The County agrees to provide any estoppel upon request of Lender acknowledging that (and noting any exceptions) this Lease is in full force and effect; that there are no defaults that exist under the Lease; that the rent is current; and such other matters as Lender may reasonably require. Notwithstanding the foregoing, the Lender selected by Operator and the ultimate successor to Operator under the Lease, in the event of foreclosure, deed-in-lieu or otherwise, is subject to the written approval of the County. Said approvals will not be unreasonably denied or delayed. As a minimum, any replacement Operator considered by Lender must be able to demonstrate the appropriate financial ability to conduct the operations and have at least five (5) years experience in the operation of a full service fixed base operation of a similar size and offering similar services as that covered under this Agreement. ARTICLE XLV ENTIRE AGREEMENT This Agreement, together with all exhibits hereto, constitutes the entire Agreement and understanding between the parties with respect to the Leased Premises, and supersedes all negotiations, prior discussions, letters of intent and preliminary agreements. This Agreement may not be amended except by a writing executed by 34 all of the parties. 35 IN WITNESS WHEREOF, the Lessor/County has signed this instrument and the Lessee has cause this instrument to be signed in its corporate name by its Managing Member, all by the authority of its Board of Directors, this Lease being executed in duplicate originals, one being retained by the Lessee and one being retained by the Lessor/County. ATTEST: BOARD OF COUNTY COMMISSIONERS, OKALOOSA COUNTY, FLORIDA LESSOR CLERK OF CIRCUIT COURT By: By: Deputy Clerk Don Amunds Chairman Approved As To Form: Approved As To Content: County Attorney Airports Director ATTEST: MIRACLE ST AVIATION, INC. LESSEE aa Caen Der By: Vas _—— 3 “12-14 C7 | TZ Name: fohn E. Simmons Title: | / President 36 “LEASED PREMISES” EXHIBIT A A-1, A-2, and A-3 LEGAL DESCRIPTION AND PROPERTY BOUNDARY SURVEY OF “LEASED PREMISES” Arr DTE DANAE, Mody uISEg strcoeme (Ora) Ton coeemete (ORR? 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