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

events of default ARTICLE I! _ LEASED PREMISES — The County hereby leases and demises to Operator, ‘and { Operator hereby hires and takes from the County, the tract(s) of land (herein ‘referred to as the’ "Leased Premises", see Exhibit. A), in. Okaloosa . County, Florida, and any and all rights, pate alo : encumbrances of record, provided such matters do ‘not: TStant Oparaioe “from: conducting, its business on the Leased fremises as s contemplated herein. - . the’ Oieraitor shall use the oxbliny. above ground fuel a area. (Fuel tank shall be constructed according to FAA, Federal ‘and“State Safety Regulations). BL ‘Commencing upon’ ‘the Conimencenignt: Date. (defined in Article: VI ~ below) ‘and until the “termination” of: this’ ‘Agreement, ‘the Leased ‘Premises shall consist of: see Exhibits A-1, A-2; & A-3. ° ; The Leased Property shall be taken by Operator in its AS IS condition, and shall be maintained ‘and operated at Operator's sole cost and ‘expense except » ‘as “may” otherwise be specifically provided in this Agreement.” It is the express intention of the parties hereto that the Operator's improvements, use and ‘occupancyof the Leased Premises, and all costs associated therewith, shall be and ‘remain the © financial obligation of the Operator. © Any helicopter landing pads furnished by the Airport used by Operator or its customers shall be used solely for the landing, take-off, parking, fueling, and servicing of helicopters.and for no other purpose whatsoever. _. ARTICLE Ill. GRANT OF USE The County hereby grants Operator the exclusive right to the Leased Premises, ‘and all of the ‘improvements. located. thereon, to.-conduct..on..a _non-exclusive ; basis, commercial aeronautical -services/activities described as : Full. Service Fixed: Base Operation ‘in -accordance with ~this - Agreement: and «in; accordance» with the Requirements and Minimum Standards for Services and. Activities as outlined. in Exhibit B. The County further.grants to Operator the rights of ingress and egress to and from.the Leased Premises over Airport common use roadways.and the Airport aprons as necessary for Operator's refueling operations, subject to any. rules and regulations which vmay have @ been established or shall be established | in the future by the County.” Operator shall not. use,. nor. permit ‘others tot use, “the Leased ‘Promises, ‘and any improvements .thereon,.for any commercial-or. noncommercial: -purpose, other. than the authorized purposes set. forth «above, nor shall Operator use : the, Leased Premises to store any material not- required for. the execution. of. -the: authorized purposes. Should the Operator wish to perform any additional commercial aeronautical services from ‘its leased. premises;*-Operator.shall:emake..written application to.the County requesting permission to provide. such additional services. The County shall apply the criteria and standards embodied in the Requirements and Minimum Standards for Services and Activities in. determining whether. to. authorize Operator to perform ‘such services... Ifthe. County :determines.-that the Operator. is qualified to perform.the requested aeronautical services under. the Requirements. ‘and Minimum: Standards for Services and. Activities, and: if: ‘the Operator and. County execute an addendum.to:the Lease’setting: forth the terms.and. conditions by which Operator shall perform.the additional aeronautical services or. activities, including.any additional-fees, then: Operator st shall be: deemed authorized to Perform: said additional services or. activities. oo ARTICLEIV ENVIRONMENTAL RESPONSIBILITIES The County and | Operator hereby agree and acknowledge that this lease | in no way is intended to discharge, release, increase, or.otherwise modify the parties’. existing contractual or other legal obligations or responsibilities concerning the operator's existing FBO site or the Operator's existing fuel farm..:Any other-provision .of ‘this’ Agreement notwithstanding, Operator shall continue to have the contractual and legal obligations to remediate any existing non-compliant-environmental conditions for which it is responsible under its Existing Agreement; including but not limited to those disclosed ‘pursuant to the first Paragraph of the following Section _titled “Environmental Assessments": Environmental Assessments: Immediately upon the execution of this Agreement, the Operator shall, at-its expense, obtain an ASTM Standards environmental assessment encompassing all of the Leased Premises described in Article |, Exhibit A above. The environmental assessment will be obtained froma financially:stable environmental consulting firm acceptable to the County and Operator. If the ASTM Environmental Assessment recommends further investigation such as sampling and testing, the Operator. will undertake, at its expense, to obtain such ‘additional testing. -(The initial ASTM assessment and any additional testing hereinafter "First Environmental - Review’). The environmental consulting firm must -be insured: for-errors ‘and omissions in. a minimum limit of: $20,000,000 ‘per occurrence with -a.deductible no greater.than $25,000 and its insurance policy must be made showing the County and Operator as additional insured. All environmental assessments must ‘be certified to the County and Operator and contain no limitation of liability for errors and omissions. ~~ * Upon the expiration or sooner termination of this Agreement, the Operator, at the operator's Expense, shall obtain an additional environmental assessment encompassing all of the Leased Premises described in Article |, Exhibit A. ~The same criteria ‘and “additional ‘testing that applies for the-First Environmental-Review and J pply for the environmental environmental consulting firm described above will also a assessment done at the termination of this Lease..." Any environmental contamination “disclosed “in the environmental assessment prepared at the termination of the Agreement not also disclosed in the environmental assessment prepared prior tothe’ Operator taking possession. of the. Leased Premises, taking into account any matters that may have been-present in the First Environmental Review but not detected due to improved detection methods, shall be the responsibility’ of the Operator, and the Operator shall:be obligated:to: promptly effect the remediation of such environmental contamination, and to have. prepared, at «the “operator's. expense,» a “post-remediation ~ senvironmental:;assessment substantiating completion: of such remediation in accordance with applicable ‘laws, including - without limitation ».all post-remediation’ ‘sampling ‘and additional -. or- supplemental remediation. The County and Operator shall furnish-to the other:party - true and complete copies of all environmental assessments of the Leased Premises including copies of all sampling and. other’data obtained as a result of the environmental assessments. Each’ party shall provide the other party reasonable advance notice of any environmental assessments and shall grant the County access to the Leased Premises during any environmental assessment activities and the right to accompany persons conducting any environmental assessments. —. Off Site Environmental Contamination: . Nothing in this Article IV shall be construed to. make Operator .liable in any way for any contamination or release of Hazardous Substances ‘affecting the Leased Premises that occurs by reason of the migration or flow to the Leased Premises from -- verifiable or documented offsite contamination that is not attributable to Operator's activities at the Leased Premises. 4 Environmental Compliance: Excepting the aircraft. fuel stored in the Operator's mobile tenders and the fuel farm as required in Article |l(A) and except as otherwise set forth below, Operator agrees that-no ‘oils, petroleum -products,-'synthetic lubricants; gasoline, solvents, or other ‘hazardous -materials may be: permanently or temporarily stored-on the Leased Premises: No storage tanks, ‘either-of the above:ground type or below. ground type, may be constructed ¢ or r stored 0 on the Leased Premises. Small quantities of the’ above. items, “Which: ‘are = necessary, ‘for. the “day-to- “day operation of the Operator, shall be permitted. However, the combined: total of all ‘such ‘substances allowed on the Leased -Premises at-any one time shall not-exceed 1000: gallons, exclusive of the :quantities which are «contained ‘within: Operator's mobile Tenders, fuel farm, and the fuel-and power train ‘systems. of vehicles located upon. the ‘Leases “Premises::: Fuel tenders will:-be ‘parked -and«refilled:on: Florida - Department of Environmental Protection (FDEP) approved hard: stands with: recovery systems. Upon request, the ‘Operator’ shall provide a detailed: listing ‘of:all such substances used in its day-to-day operations, and the past and current methods used for the handling and Gisposal of such-material Operator shail comply’ with all laws; including; without limitation? ‘any y federal, state. ‘or local:-statute; law,’ ordinance; “code, ‘rule, regulation, order,’ or. decree regulating: or relating’ ‘tothe environment, air ‘quality, hazardous “substances.or.-materials, .or petroleum products that may apply to the use of the premises, as suchlaws are now or at any time hereafter in effect. In the event the premises become environmentally contaminated during the: Operator's occupancy of the Leased Premises ‘under: this Agreement due ‘to the’ Operator; its invitees, guests, licensees, officers, employees, agents, or independent contractor's negligence; inaction, orother: acts, ‘orsacts:of God ("Operator Contamination"), the Operator shall be responsible for all costs’ related'to the environmental’ temediation’ of the premises as required ‘by applicable governmental “regulatory ‘bodies. » Operator may < ‘contest the “remediation requirements of such regulatory bodies as applicable law may allow. The Operator shall defend and indemnify: the County’and hold the County harmless :from:and against any and “all: claims, “losses, liabilities (including, without limitation,” strict liability),*damages,- injuries, costs, expenses (including, without limitation, -attorneys'. fees), claims for damage to the environment, claims for fines or civil penalties, ‘costs - of any settlement or judgment:and claims ‘of-any and. every kind whatsoever. paid,” incurréd-or ‘suffered ‘by, or asserted against the County by any person, entity, or: governmental agency for, with respect to, or as a direct result of Operator Contamination including without limitation all post-remediation sampling and additional supplemental remediation. Operator acknowledges that the County is subject to Florida and/or Federal storm . water regulations,*40 C.F.R/ Part 122, for "vehicle maintenance shops" (including vehicle rehabilitation, mechanical repairs, painting, fueling and lubrication), 5 equipment cleaning operations and/or deicing operations that occur at Destin/Ft. Walton Beach Airport. Operator may not conduct any.of the above operations without first applying for a storm water discharge permit. Operator may petition the County to file as a co-permittee tothe storm water discharge permit issued.to the Destin/Ft. Walton Beach Airport..: Operator-acknowledges that:it is:the responsibility of the Operator to be familiar-with the storm-water:regulations. should it:;conduct any "of the above activities.and Operator is aware that there are significant penalties for ‘submitting false information, including fines ard imprisonment for m nowing violations. Operator shall cooperate with ‘the County in 1 eninimizing the exposure of storm water to "significant materials".as defined.in-40 C.F.R: Part 122(b)(12),-and-shall comply , with the County's Storm Water:Pollution Prevention Plan as.it may currently exist or be changed in the future. -Operator-hereby agrees that