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

itis solely responsible for.the compliance ‘and ‘construction :of -any- storm. water/surface --water.-facilities; holding areas, treatment areas;: diversionary, fixtures or-improvements,.or .other.water.flow ‘control mechanisms. deemed necessary by. an: ‘authorized -governmental entity due. lp Operator's use of the Leased Premises. | ARTICLE V | 2 COMPLIANCE WITH RULES AND REGULATIONS . In addition to those environmental laws, ordinances, ‘statutes, ‘etc. ‘outlined in. n Article lV, it is expressly understood that the Operator agrees to conform to all other Federal, State, orJocallaws and regulations, as well as.all Okaloosa County.Codes and ordinances, all of which may ‘apply to the services-to be performed :and :that Okaloosa: Sounty is is. $ fo. be held free and harmless f from. any. act.or r-fallures.p the Operator to do: SO. seen ged? gate ny The Operator: ‘shall obtain ‘and: maintain i in force all. Jicenses,. ‘permits and. ‘other certificates: required - by . Federal, -State,- County, or: r- Municipal -auth ities -for its operation under: theterms of this Agreement. nye ta oan: The. Operator agrees: to observe. all security. requirements. of Federa Regulations and the Airport Security-Program, as may be applicable, and as the same-may; from time to time, be amended, and to:take such steps as may.be necessary. or. directed by.the: County: to: ensure that employees, invitees, agents and guests observe these requirements... If the.County incurs any fines and/or penalties imposed by. Federal, State, ‘County, or Municipal authorities. as .a-result.of the .acts or omissions -of Operator, its -partners, officers, agents,. employees, contractors, - subcontractors, : assigns, subtenants, or anyone.acting under its direction.and control, then: Operator shall be responsible to pay or reimburse the County for all such costs.and expenses. ARTICLE vl TERM The term of ‘this Agreement shall commence at midnight on the last.date this Agreement is signed by all Parties to the Lease (the “Commencement Date") and shall continue for a period of twenty (20) years from the Commencement Date, 6 unless changed or modified as set forth in this Agreement. ARTICLE VII RENT & FEES In consideration of the rights and privileges herein ranted, the Operator hereby covenants and agrees to ) pay the County: a oe: 1 oe “Commencing upon the Commencement Date of this Agreement. A, “0. 06 éents per ‘square @ foot p per r year: for the 866, 355 square feet of base ramp a area (See, Exhibit ¢, ‘Table te wa Es: ~~ 5% of gross receipts for sale of aircratt, aircraft « engines, and all other Services, equipment, and ‘supplies except aircraft fuel and oil The term "gross receipts" with respect to sales ‘at all locations shall include all charges or other fees charged by Operator:on all ‘sales ‘made. by. Operator, and all revenues of any kind and: character -derived: 1, “arising -out of, or payable on account of the: bus 6s conducted by Operator: ‘or'from:the operations of Operator whether for-‘cash‘ ‘Or credit and without any deduction for credit “gross ° “receipts” included “in® the formula for. determining percentage payments. owed the County and. determined to be uncollectible shall not offset future percentage ‘fees owed the County. The term shall also include the value of goods and services when provided or given by Operator to anyone without charge except as provided herein. The term:shall:not include warranty work for. which Operator receives no mark-up over cost nor shall it include any sales tax or excise ‘tax stated Separately ; and” collected fi from the customer for remittance to the taxing authority: ipts shall be deemed to be received at the time of the determination of to Operator: not at the t time of billing or: payme tt -unles specifically Operator at a later date All gross rec ag 05: per gallon f for all fuel sold to others or placed in ‘alrcratt owned, ' leased, or operated by Operator.’ os JOSE Sa sg ne $0. 10 per quart for all oil sold to others ¢ or “placed in aircraft owned, | D. 7 oe leased, or operated by Operator. BE A fuel flowage fee (currently ‘$0. 06 per - gallon) shall. ‘be collected ‘and remitted for all fuel sold or delivered to all persons and entities and. used in aircraft. No fuel flowage fee shall be collected on fuel sales to military aircraft or carriers with agreements with the County, or who pay landing fees to the County. (The County and Operator acknowledge that the County charges a flowage fee for certain fuels sold at the Airport and used in aircraft, and the Operator hereby agrees to: collect that fuel flowage fee, as agent for the County.. The parties further 7 agree that the collection of this fee and its remittance to the County is not an additional fee > paid by the Operator for use of the leased premises. ) 2. Fees shall be adjusted as follows: A. Adjustments to Base Ground. Rent:. ‘The annual, base ramp (see Exhibits A-1, A-2, & A- A-3) lease for each successive five (5) year period of the term of this LEASE. from. the Commencement Date shall be increased to reflect the increase in the Consumer Price. Index ("CPI") from .the Commencement Date of Lease (as defined in Article VI). The "CPI" shall be the revised Consumer Price Index for All Urban Consumers for all items U. S. City - Average, published by. the Bureau of.Labor Statistics, U. S. ~ Department of-Labor, 1982- 84=100. (CPI-U)...Base ground rent shall be subject to renegotiation for any option period hereunder. oeBe Adjustments. to Fuel Fee: | “The. County. reserves the right. to -..-adjust the fuel fee specified. in subparagraph. C.of paragraph 1 - o.eabove every five years after the: Commencement. Date, using an appropriate Producer Price. Index: for. aviation. fuels published. by ~ the U.S.Department, of Labor, Bureau: of. Labor Statistics—more .. specifically the .North American Andustry Classification System fe (Nee) code 324110 0 {Aviation Fuel). PAYM E N TS. Operator. agrees- to pay: base. ramp. rent. and building. rent due to. the County, in advance on or before the tenth (10th) day of the month for. which the rent i is due (See Exiibit o). All péteentage fees ¢ and flowage fees owed shall be. payable. by. the twentieth, (20th) day of the month immediately following the month for. which they.-were. derived... All payments shall be accompanied by a report in a form acceptable to the County detailing the various categories. of .payment... County: reserves the right to develop and prescribe a report form for Operator.to report gross receipts and fuel related activity upon which fees are levied. Monthly rent payments, percentage payments, flowage fees and any other payments required under this Agreement which are not received when due shall accrue interest at the rate of twelve > “percent (12%) per a annum from the due date. until receipt of payment. aos “ARTICLE Vill. BOOKS, RECORDS AND AUDITS Operator must maintain full and accurate books of aceount and records, in a form acceptable. to the County and according to standard and accepted accounting 8 practices. The books of account and records that Operator must maintain must include, but not be limited to, sales slips, cash register tapes, credit card invoices, monthly sales tax returns, sales and disbursement journals, general ledgers, bank statements, bank books, bank deposit slips and annual federal income tax returns. In lieu of maintaining the.books of account and.records required. herein, Operator may maintain computer records instead, provided:that:the County- determines, iin its sole discretion reasonably exercised, in advance that said computer: records . are a " reasonably equivalent alternative to the maintenance of books and records otherwise required herein. These books and. records :shall be stored in Okaloosa County, Florida, for a period of at least five:(5) years following the end of each annual period of this Agreement ar and be made available to the County upon request. The: County reserves 5 the right, from the ‘Commencement Date forward, ‘to audit Operator's books and records: at any-:time for.the purpose: of, verifying. amounts payable hereunder. If, as:a result of such an audit, it is:established. that. Operator has ‘understated amounts payable to the County by two percent. (2%). or.more (after deductions and exclusions provided for herein) Operator shall_pay-the full. cost.of the audit and‘shall pay:the full amount-underpaid,:plus. twelve percent (12%) interest: on said. underpayment from the time:said underpayment should have been paid. to. the time’said' underpayment is fully paid. The‘cost ofthe audit and the payment : vf the underpaid amount, :plus “interest, shall :be: made by. Operator. : to.the-County within thirty (30) days ‘of receipt‘of written notice,..except for past due. amounts. before. the Commencement: ‘Date; : which: amounts «are addressed ::iny ‘and. Will: be. due | An accordance with the terms of the Agreement attached hereto as Exhibit D. © ARTICLE VIX _ SECURITY DEPOSIT Surety i in » the form « of. an: itrevocable ‘etter of credit or: performance bond ‘equal to $50,000 shall be posted with the County upon the Commencement’ Date of this Agreement and ‘must thereafter:be continuously. maintained :at.all-times- during the term of this’ ‘Agreement, to‘cover Operator's performance.of: all.its:obligations. under. this Agreement. The Surety is to be provided by: Operator. in:a form acceptable: | the County. The surety company shall be licenses to do business in the State of Florida, and® ‘shall: be ‘otherwise - Socepiabiert to ‘the: County: Operator. shall ape responsible for | paying all Fequired premiums. ° An annually renewable Performance Bond may 1 be: ‘substituted by. the. Operator each year in lieu of providing a single bond. Such Performance Bond shall not contain any exclusion or condition based on the time ‘period: for the discovery of, and the making of a claim for any loss, which is less than one year after the expiration date of such bond. In other words, the Performance Bond shall:allow the County. to.make a claim under the Bond for losses,: which -totally or.:partially. occurred: during the. period of such Bond. Such extended claim discovery and/or claim reporting period shall be for a_period of at least one year or longer after the expiration.of such: Bond. Such Bond shall not contain any wording, which would allow for the cancellation or reduction in coverage under the Bond, other than at the listed expiration date, provided that 30 days notice of such expiration is given to the County before 9 termination of coverage at any such expiration date. The performance bond, or a portion thereof, shall.be payable to the County in the event Operator defaults in any of its monetary obligations to the County hereunder. In the event of Opérator default, the-amount-or-portion thereof, of the performance bond payable to the County shall, under no circumstances, exceed the amount of Operator's default. "ee he BS gpa ga A Ves: ees 8 ARTICLE Kein earn A ~ TAXES AND ASSESSMENTS Operator shall be responsible for and shall promptly pay all property taxes, personal property ‘taxes; -all sales and ‘other taxes to-include Fire District Assessments measured by or related to the payments hereunder required under-law; -all license - fees; and any’and all other taxes, charges,: assessments, imposts. or-levies of any nature, whether. general or special, which, at any time, may:be in any way.imposed by local,’ state,"or federal ‘authorities other than the County, or that become a. lien upon Operator, the County, the Leased Premises, or any improvements thereon, by reason of this*Agreement or Operator's activities in, or improvements. upon, the Leased Premises pursuant to this Agreement. The County warrants and represents that it shall not impose any taxes, assessments, or..charges “upon Operator: during the term of this Agreement, other than