Okaloosa County BOCC — January 30, 2013 — Sublease Agrmt Regal Air and VSC — reading text

employees or representatives will jeopardize Sub- Landlord’s rights under the Lease or will subject Sub-Landlord to liability pursuant to any city, county, state or federal regulations, Sub-Landlord shall be entitled, without providing advance notice to obtain an ex parte temporary injunction, without being required to post a bond, for the purpose of taking immediate control of Sub-Tenant and its business conducted on the Property. 16. | Radon Gas Notification. Pursuant to Florida Statutes 404.056(5) you are hereby given the following notice: RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 17. Expenses. Except as otherwise provided herein, each party shall bear its own expenses in connection with the making and execution of this Agreement and the transactions contemplated hereby. 18. Waiver. The waiver by either party of a breach of any provision of this Agreement, or the terms incorporated herein, shall not operate or be construed as a waiver of any subsequent breach thereof. 19. Assignment. The rights and benefits of Sub-Tenant under this Agreement shall be non- transferable. | 20. Captions. The captions and titles appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of the articles, paragraphs or sections of this Agreement or in any way affect this Agreement. 21. Gender. For purposes of this Agreement, singular pronouns shall include the plural and masculine pronouns shall include the feminine. The term "person" or "persons" shall be defined as an individual, partnership, corporation or any other entity recognized by law. 22. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and if any litigation should arise as to either party's breach of this Agreement, venue shall lie in Okaloosa County, Florida. 23. Specific Performance. Sub-Tenant expressly agrees and understands that the remedy at law for any breach of this Agreement will be inadequate and that the damage flowing from any such breach is not readily susceptible to being measured in monetary terms. Page 6 of 12 Accordingly, it is acknowledged that upon adequate proof of the Sub-Tenant's violation of any legally enforceable provision of the Agreement or as provided under the Special Remedies Upon Default paragraph of the Agreement, Sub-Landlord shall be entitled to specific performance of such breached provision, including but not limited to, immediate injunctive relief, a temporary order restraining any threatened or further breach and such other equitable relief as may be appropriate. Nothing in this Agreement shall be deemed to limit Sub-Landlord’s remedies at law or in equity for any breach by Sub-Tenant of any of the provisions contained in this Agreement. Sub-Tenant has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon Sub-Landlord by this Agreement and hereby acknowledges and agrees that the same are reasonable, are fully required to protect the legitimate interest of Sub-Landlord and do not confer a benefit upon Sub-Landlord disproportionate to the detriment to Sub-Tenant. 24. Time. Time is of the essence. 25. Force Majeure. Failure of a party to observe or perform its obligations hereunder shall not be deemed default or breach hereof if such failure is the result of fire, explosion, flood, strike, riot, communications or power supply failure, delay in delivery, failure or malfunction of equipment, or other cause beyond the reasonable control of the party. 26. Notice. All notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and will be deemed to have been given if delivered by hand, posted at the Property, prepaid telegram or mailed (registered or certified mail, postage prepaid, return receipt requested or any means of express mail with confirmed delivery) as follows: | If to Sub-Tenant: VSC Aircraft Maintenance, LLC 1001 Airport Road Hangar 17-101 Destin, FL 32541 If to Sub-Landlord: REGAL AIR, DESTIN 9171 Ashbury Lane Gulfport MS 39503 27. Binding Effect. This Agreement shall be binding upon the parties, their heirs, personal representatives, successors, and assigns. Page 7 of 12 28. Incorporation by Reference. Sub-Tenant hereby agrees to be bound by and assume Sub-Landlord’s obligations and covenants set forth in Lease, not in conflict with the representations and covenants set forth herein. 29. Survival. All recitals, representations, warranties and agreements of the parties contained herein or in any of the Exhibits, Schedules, agreements or documents referred to herein which are not in conflict with the terms of this Agreement, are true, shall survive the termination or expiration of this Agreement or any other agreement referred to herein and be enforceable as to the parties hereto. 30. Llegality. In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 31. Attorney's Fees, In connection with any breach, default, collection or litigation, including appellate proceedings, arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs. 32. Corporate Documents. Simultaneous with the execution of this Agreement, Sub- Tenant shall deliver to Sub-Landlord a resolution from the Board of Directors of VSC Aircraft Maintenance, LLC, stating it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with the full corporate power and authority to enter into this Agreement and further providing approval of this Agreement and the transactions contemplated hereby. 33. Additional Instruments. The parties hereto shall execute and deliver or cause to be executed and delivered at such times and places as shall be reasonably agreed on, such additional instruments as the other party may reasonably request for the purpose of carrying out the transactions contemplated hereby. 34. VSC Aircraft Maintenance, LLC will provide maintenance and assistance to all general aviation aircraft on a priority bases. VSC Aircraft Maintenance, LLC has over twenty years’ experience maintaining aircraft and they are a 145 certified repair facility. WSC will have the right to work on aircraft owned by VSC. WSC will be excluded from doing government contract work on helicopters (to the extent that this does not violate exclusivity rights between the Destin / Ft. Walton Airport and the Crestview Airport). VSC’s intent is to build a world class general aircraft maintenance facility at the Destin/ Ft. Walton Airport. Page 8 of 12 35. Miscellaneous Provisions. This Agreement contains the entire agreement of the parties and may not be modified except in writing signed by the parties. Typewritten or handwritten provisions inserted in this Agreement shall control all printed provisions in conflict therewith. This Agreement may be executed in counterparts each of which shall be deemed the original and all of which together constitute but one and the same instrument. IN WITNESS WHEREOPF, the parties hereto have hereunto set their hand the date first mentioned above. Signed, sealed and delivered in our presence as witnesses: rane, OW VSCAIRURAFT MAINTENANCE, LLC By: Deughaa C. Dun Its: Di tecrw R_ STATE OF FLORIDA COUNTY OF OKALOOSA 3 The forvgomne in trument was acknowledged before me this Af day of _M+yY 20 iB by bo valas I . AI. as Nireeler of VSC AIRCRAFT MAINTENANCE, LLC, ; who [ ] is personally known to me, or [ DAI <FPiroduced> ving (e, Pays Tory arxs ez as identification, and whodid nobtake an oath. eal] s Pp Notary Public State of Florida * ® LATA fb & David Edward Miner ed ba AUD" 5 § My Commission DD925523 7 : or cl Expires 11/23/2013 Notary Public fit Signed, sealed and delivered 7 <a in our presence as witnesses: # SUB-LANDLORD: cbefay wy SSE eey | REAL A “DESTIN Orolo etree Mie ee Page 9 of 12 STATE OF FLORIDA COUNTY OF OKALOOSA 2 The foregoing instrument was acknowledged before me this 21 day of May , 2018 by Toho E. Simmons as Presi ert of REGAL AIR, DESTIN, who [ ] is personally known to me, or [$<] produced as identification, and who (ITD) take an oath. Notary Public State of Florida [Seal] ano x > = David Edward Miner 4 ; . * < My Commission DD925523 ty Yen 4, orn Expires 11/28/2019 Notary Public “BOARD OF COUNTY COMMISSIONERS OKALOOSA COUNTY, FLORIDA DON R. AMUNDS CHAIRMAN ATTEST: GARY J. STANFORD DEPUTY CLERK OF CIRCUIT COURT OKALOOSA COUNTY, FLORIDA Page 10 of 12 Exhibit “A” LEASE AGREEMENT WITH COUNTY OF OKALOOSA Page 11 of 12 LEASE #1! +101-AP MIRACLE 51: RIP AVIATION, INC. FIXED BASE OPERATOR - DAP EXPIRES:03/26/2033 AMENDED AND RESTATED LEASE AGREEMENT FOR ~ | FULL FIXED BASE OPERATOR .__. DESTIN/FT. WALTON BEACH AIRPORT THIS AMENDED AND RESTATED. LEASE AND OPERATING AGREEMENT (hereinafter referred to as “Agreement” or “Lease”), made and entered into this _19th day of March , 2013, by and between Okaloosa County, a and Miracle ‘Strip Aviation; Inc.,a- ( )°sole proprietorship © (_) limited partnership ( ) general partnership ) corporation. *) limited liability company - (x C authorized . to. do. ‘business. in. Florida. (hereinafter “referred to as "Lessee" or "Operator"), ca teay en Oth ete n WITNESSETH: WHEREAS, the County owns, operates, and maintains Destin/Ft. Walton Beach Airport.(hereinafter referred to as "Airport") located in. Okaloosa County, Florida, for the.use and benefit of. the ublic; and: WHEREAS, Opera tor desire to lease | land al transportation, services pursuant. to. the terms. of this. ‘Agreement, ‘See Exhit 2; &A3 leased. pre WHEREAS, the parties desire to place ‘the property ‘under Lease upon which Operator will operate.a Full Service,.Fixed Base Operator facilities. on the property described.in Article: IL paragraph B; and... wc ig Biggs devsne ses ceet WHEREAS, the County and Operator. have heretofore entered into a lease and operating agreement ("Existing Agreement"). for a_full fi xed base operation at the Airport and amended said agreement. through two (2) major amendments thereto; and WHEREAS, .the parties desire to further amend ‘sald Existing Agreement. ‘to incorporate -therein a plan for repayment for past due rent amounts and to. resolve certain events of default related thereto, and to. incorporate all of the same in this ; new Amended and Restated Lease and Operating Agreement; and oo. WHEREAS, this Agreement is in the best interests of the County to ‘encourage air transportation services at the Airport; NOW, THEREFORE, for and in consideration of the premises, and of the mutual covenants and agreements herein contained, the County, and Operator do hereby mutually undertake, promise: and agree, each for itself and its successors and assigns, as follows: ‘ARTICLE! EXHIBITS. This Agreement contains. ‘the. following Exhibits, which are attached : hereto, incorporated herein and made a part of this Agreement, for all further purposes:. . Legal Description, Leased Premises, Boundary Surveys Exhibit A A-1 Leased Parcel #1 A-2 Leased Parcel #2 A-3 Leased Parcel #3 Exhibit B Okaloosa County Minimum Standards for Fixed. Base Operator ExhibitC Lease Rates — Table 1 ExhibitD | Agreement, entered.on the 19th day of March, 2013, between Operator and the County, regarding Payoff Schedule For Past Due Rent and other