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

made to said.plans and’ specifications after approval by the Airport Director. <-> Immediately upon. receipt of the County's written approval of sai . specifications; “and: construction *time «schedule, -Operator ; shallsproceed ewith on of said :improvements.:Work shall.not.be performed.at times.other-than constructi rO | shown on the construction time schedule without:the ‘prior approval of the Directo wpb LB te ep eR ads aR pe : ae ao taee ohn lata dete Oo beta. tt - Op hall-construct’all improvements and additions to: the:Leased Premises. at amounts owed, its own éxpensé, except-that a credit shall first be given for.past:due arr ) in accordance with the terms of the Agreement attached hereto .as:Exhibit D;-until.the. maximum credit referenced in that Agreement is reached. Thereafter, such improvements ‘shall be “at Operator's own: expense. Although. the. County has.the right to review proposed improvement plans; and:veto the plans only. ifthe plans:are. inconsistent with the airport development plans or construction qualitysand.design control, pursuant to the standards set forth above, if the County does not veto said improvement plans, ‘and: Operator: thereafter constructs .the -improvements, =the: improvements shall be commissioned and -constructed at Operator's. sole initiative . and behest, and nothing herein’shall be construed as an authorization. by County to Operator to “construct ‘the -improvements, or as“ an “agreement: by.County:to be . responsible for paying for the improvements, except as listed in. Exhibit D and neither-:. the Leased Premises, “nor the County's interest. in said ‘Leased Premises.or .any. improvements constructed thereon, shall be subjected to a mechanic's lien for any . improvements constructed by Operator hereunder. « Soe TAs SL Pas] Where the cost of improvements exceed $100,000; the.County may require Operator . to post a bond or letter of creditor other. security acceptable to the -County 15 guaranteeing payment for construction of the improvements, as a condition precedent to the commencement of construction of the improvements. Operator shall be responsible for assuring that all of the improvements, alterations and additions to the Leased Premises are constructed in accordance with applicable local, state and federal law. Operator shall reimburse the County for all costs.and expenses, neuen attorneys fees, the County i incurs: “asa result of the fact that the improvements, ‘action, or alterations “do not comply with local, state and federal i law; eusteey ave Lv =) ~ (by -in in defending against, settling or ‘satisfying any ‘claims that the. County is ~~ responsible for :paying for. improvements ‘commissioned: by Operator hereunder, except as allowed i in n Exhibit D; Or. (eyo in n defending against, settling or ‘satisfying any ‘mechanic's. lien ‘daims, ~~" asserted as a result of “unpaid for: Improvements: ‘commissioned. by - Operator hi hereunder. Should Operator. construct improvernents, ‘alterations, or r additions without fulfiling its obligations “hereunder, Operator ~shall remove «said: improvements, alterations, or additions if so directed by the County, and-shall do.so-at.its own-expense: and within ihe time dimits specified. The: County shall, at any’ petiod during: construction of Operator's impr alterations, or ‘additions; have the right to inspectwany -or. all. construction. work, workmanship; material and installation involved:in, or.incidental ;to, the. construction or installation of the improvements, alterations, or additions, for conformance. with the applicable standards set forth in this Agreement, provided that such inspection shall*not include ‘internal ‘work:that is..exclusively:-of an_operations {non-s ructural). nature; and provided: further that no such inspections s shall: ‘be, deemed: to: sonstitute. consent to. or approval of any: such works a Operator ‘shall provide County with ¢ one. ‘complete: set of “as-built” drawings for. ach improvement, alteration, or adaltion made to the Leased Premises 3 during: the term af. this Agreement. eae Immediately. ‘upon. completion of. any. - improvements, -alterations, or. ‘additions, Operator. shall.submit=to the County~a detailed; certifi ed statement. -from the construction ‘contractor(s),.. -architect(s), «and: engineer(s) - -specifying the. total. construction costs; both -hard-costs such as building .contractor and .material costs. and ‘soft costs such as architect fees, bond costs,-letter of credit fees, attorney fees . to review and negotiate construction contracts and construction issues and.for loan closing, and design and closing costs, but excluding debt service (collectively, "Direct Costs"). Operator shall also submit the proposed useful life of said improvements. The County shall review the costs and proposed useful life and upon its approval, said approval not tobe unreasonably denied or delayed, such costs shall become | the basis for depreciation of Operator improvements as provided for in Article XXVII. 16 (or the amount applied to the past due amounts owed, in accordance with the terms of the Agreement attached hereto as Exhibit D, until the maximum credit referenced in 1 that Agreement | is reached). Title to all permanent leasehold ‘Improvernents, alterations, or + additions, as. . defined vill vest in. ne County: upon termination or: ‘sooner: expiration -of this Notwithstanding the above paragraph, title to all of the Operator's trade fixtures and signs and personal property shall at all times during { the | ferm of this Agreement remi in with the Operator.” Operator shall not remove or demolish, in whole ¢ or in: 1 part, any: improvements upon the Leased Premises without the. le prior wnitten consent 0 of the ie AleportD Director, ARTICLE XIV SIGNS for construction, erection and maintenance: to place | in‘or on the ‘Leased Premises or Airport a sign.or signs identifying. the Operator. Operator shall also. have the right in accordance’ with applicable law,’ at its own expense for-construction, erection and maintenance, to place Operator’ identifying signage :At-thé ‘Airport’entryway and to place directional signs to the FBO from the Airport entryway to the Leased Premises. Such sign(s) shall be of a size, shape and design, and at:a ‘location or locations, approved in writing in advance by the Airport Director and in conformance with standards established by the Airport Director-‘with respect to :the “Airport's overall directional graphics and sign program. Sign(s) and location(s) may be changed and altered: from ‘time ‘to ‘time ‘with ‘the *written” ‘approval ‘c f the: Airport Director, said approval not to be unreasonably denied or delayed.’The ‘Operator,- upon written request from the County, shall remove, at the Operators expense, all lettering and | on the Leased Premises at the expiration, ‘said expiration to include any extensions, or sooner term ation’ of this: ‘Agreement: ARTICLE XV “VENDING MACHINES © Amusement or Vending machines or: other. machines: dperated by. coins: or 1 tokens. may ‘be installed or maintained ‘in’ or upon the’Léased Premises, <as ‘wellas “any. improvements or additions thereon, with. the permission of the :County, “and-the number, type, kind and locations thereof shall be solely in discretion of the County. Operator ‘shall not permit ‘the ‘installation ‘of any ‘such’ machines, -except :by.-a aire ‘authorized by the County or unléss the County agrees to Operator or its subte ints: installing their’ own machines for use 2 by the > employees and guests: of Operator and its subtenants. a 17 ARTICLE XVI MAINTENANCE During the term of this Agreement, Operator agrees, at its own expense, ‘to ‘maintain and keep in good condition and: repair,-all portions of the Leased. Premises, including any improvements,’ -alterations;:or additions thereon, and. any. utility, lines the reon_or thereunder. » As used -herein, “maintenance: ‘shall. include, wi upkeep, repair, and replacement of all structural aspects. Of the: eased. Pre ses and all ong and future > Improvements thereto. Maintenance shall include, ‘but not be li limited tor . 1 The maintenance of all fencing (excluding the airport perimeter. fence), landscaping, foundations, walls, heating and cooling systems, drainage ~. sinstallations,. curbs, islands, .sidewalks, driveways, aircraft ..ramp, -=parking areas (vehicular and. aircraft), and Operator-constructe modified vehicular and aircraft. ingress/egress and access-Ways provided for in this Lease; “excluding roofs and the maintenance hangar main door; “82... The maintenance of.all interior.utility lines, exterior equipment, fixtures 8 “and. ‘connections in accordance with Article XVI igclaged 7 : ceilings and. Soaritn The County. shal not:be liable- for. damage.caused by wind, water, steam,.s snow, ice, gas, bursting or leaking of: pipes. or. plun ing. or. electrical Cause the damage is proved to be the result of ¢ gross negligence of the ‘County. The County shall have no responsibil 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, altera additions «thereon, in .a ,safe, clean, and. neat condition, .and .not.pe , 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, ca on the outside of the buildings, or dump any waste matter state or otherwise, on the Leased Premises. nor to perm County's sewers or the Airport's drainage control. reservoir... rtons, carts, drums, or the like of any-nature, in.a liquid it contamination. .of..the Ope jrees to promptly install, without cost or expense to the County, an device or evices for the handling and disposition of refuse .and.all manner.of. w: (liquid or’ otherwise) as may reasonably be:required by the County..or.the Air irector 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 eS UTILITIES 2 mof thi Agreemen : Operator «shall sbe responsibl pairing, at its sole cost-and expense, all-utilities; 1 nsible for ‘the «maintenance: and: tepa gas, sewer, and electrical utility lines required. for he, Leased. sncing at ‘the ‘point(s):where. said«utilities enter-upc n.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 The County, or ‘the ‘utility company as the case maybe, will be responsible. for.utility: lines up to property linés of the leased Premises as defined in Exhibits A-1, A-2,-and: A-3.. Should Operator