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

have a° problem with any exterior -utility line .and . it be determined that said problem éxists at a point prior to where the line-enters:upon the Leased Premises, Operator shall coordinate ‘the ‘required maintenance and: repair. with both the appropriate utility company and the County. = se on The Operator may, at its sole cost and expense, install any additional utilities at the Leased Premises, as it so-desires, provided that Operator shall be responsible. for 19° obtaining any easements necessary to make such utilities available to the Leased Premises and the Operator complies with all provision Article XIII herein. - The County reserves to itself the right, at its expense, to install, maintain, .repair, replace, or remove and replace water or sewer pipes, electrical lines,.gas pipes, or any other utilities or services: located :on’the Leased Premises as. necessary .or appropriate, in the County's judgment, to make such utilities available to the County ‘or other tenants, along with:the right to enter the Leased Premises at.all reasonable times in order'to accomplish the foregoing, provided, however, that.(i) 1 e Count shall take reasonable precautions to:avoid the disruption.of the Operator's authorized activities; (ii) the alteration and additions after installation do not lessen -the utilit! previously available to Operator; (ili) the County and/or the ultimate user of such utilities will be responsible to repair.and maintain’such -utilities;-and (iv) such utilities will be separately metered for different users. "0 ab ew fbisle Fy onaats The Operator shall be solely liable for the cost of all ‘utility consumption .on the Leased Premises, except ramp lights, and the Operator shall obtain separate meters accordingly. = 9 8 se Se es “fide apa i ng DAMAGE OR DESTRUCTION Operator shall be liable for any damage: to ‘the Airport and to any improvements thereon caused by Operator, its partners, officers, agents, invitees, employees, contractors, subcontractors, assigns, ‘subtenants,:or-anyone acting under its direction and control, ordinary wear and tear excepted. All repairs for wh ich Operator.is liable shall be made by Operator unless the County determines that it-is more appropriate for the County to make the repairs; provided, -however, notwithstar ing..anything herein to thé contrary, repairs to:the improvements constructed. by.Op b riade by the Operator unless Operator fails to undertake ‘such repairs. as se below. In such a case, the County shall make the repairs at Operator's expen: repairs for which Operator is liable and which are not undertaken after the | has given Operator written notice to so-do. shall be sperformed by. the. Coun which event Operator shall reimburse .the County for.the cost thereof, plus. a..ten percent (10%) administrative charge, and said amount shall be due by the 10th day. of the following month in addition to any other payment due es In case of damage to or destruction of the improvements upon the Leased Premises, the Operator, at its sole expense, shall commence the repair or reconstruction of the improvements within sixty (60) days thereafter and diligently complete such repair.or. reconstruction within a: reasonable time -period..and -to -a..condition as near. as reasonably practicable to the condition thereof-immediately prior to such damage or destruction. In accordance with Article XI, a period: of, more than 14 months shall be deemed unreasonable. in the event the Operator fails to commence repairs within. the specified time, then, at the County's sole. discretion, . this Agreement. shall terminate or the County may exercise its remedies under this Agreement. — In the event this Agreement terminates pursuant to the paragraph above, the County 20 shall notify the Operator in writing whether the County elects that (1) the Operator surrender possession of the Leased Premises to the County immediately and assign the County (or, if the same has already been received by the Operator, pay to the County) all-of its right, title and interest in all of.the proceeds from the casualty XI, and pay to the.County insurance upon the Leased Premises specified in Article Coun an amount equal to the Operator's deductible thereunder,-or.(2) the Operator at its sole cost and expense, within four (4) months after the receipt of the County's written notice as aforesaid,’ tear: down and remove all parts..of the 2improvements then remaining:and the: debris resulting: from:such. fire or-other casualty: and -otherwise clean up the Leased Premises, and place the area ina condition similar.to.that when it was first provided to the Operator. In all events, the Leased Premises shall be free and clear of liens, including the lien of any leasehold mortgage, arising by, through or under the Operator. In the event the:County-elects option (2) hereunder, within five (5) days after the completion of such cleanup and restoration, the Operator shall surrender to ‘the County: possession of the: Leased Premises, cleaned up.-as aforesaid, and ‘assign ‘to. the-County (or -if:the:same has -been received by the Operator, pay to the County) all of the insurance proceeds from the insurance. upon the ‘Leased Premises ‘specified’ in Article XI plus the amount. of. any -deductible thereunder, minus the costs.of cleanup.and restoration..." 20 ee ome In the“évent of damage ‘or: destruction ‘to..the -Leased Premises, it 4 -expressly understood that Operator shall continue to be liable for com plying with-all-terms and conditions of this Agreement, including fees payable,-during the. time required for Operator: to fulfill its obligations hereunder, unless ‘the damage.makes- it impractical for the Opérator to continue the Operator's business. In this event, the base rent. will be abated for-up to the time it takes for Operator.to reopen for:business but.in no event longer than 14 months from the date the damage or. destruction occurred, . Notwithstanding anything in this Article or the Lease to the contrary, Operator's and County's tights to insurance proceeds will be'subject and subordinate to the rights.of the lender ‘holding ‘the leasehold ‘mortgage covering the Leased Premises.pursuant to'Article XLIV below. “SARTICLEXIX © RIGHT TOENTER 9 The “County and “its authorized. “officers, employees, -agents; contractors, shave the right to: enter upon <the subcontractors and other representatives. shall ath Leased Premises and “any improvements and_ alterations: thereon at reasonable times (and in-an émergency, any time) for-the following purposes: hes 1. To inspect such premises to determine whether Operator has complied ‘and is complying with the terms and conditions of the Agreement: .- 2. To perform maintenance and make repairs in any case where Operator is obligated but has failed to do so.” ee 3. In the exercise of County's police powers. 21. ARTICLE XX QUIET ENJOYMENT The County warrants 5 and represents: that it has good and marketable title ‘to. the Leased Premises free of encumbrances... The County represents that upon: payment ‘of fees: when due and upon performance of al! other conditions required. herein, and ‘under other agreements between ‘the parties, Operator shall-peaceably.and. quietly have, hold, ‘possess ‘and enjoy the Leased Premises, and-all improvements thereon, forall terms under.this Agreement, subject t to the! County's rights of: f inspection. and maintenance contained herein.” ey “ARTICLE XXI- -NON- DISCRIMINATION: Operator: for itself its nétsonal representatives, successors: in ‘interest, ‘assigns. ; and ‘subtenants, ' ‘as part of the consideration hereof: does ° hereby. covenant and agree that (1) no -person’on the grounds’ of-race,-color, religion, sex, national origin,.or ‘disability shall be excluded from participation in, denied:the benefits: of, or: otherwise be subjected to discrimination’*in. the use of =the Leased «Premises ».and .any improvements thereon; (2) no person-on the grounds of race, color, religion, sex, national origin, or: disability shall be subjected to.discrimination in the construction of any. improvements ; -on, over, or-under.:the Leased Premises -and the: furnishing : of services: ‘therein; and (3) Operator. shall-use the Leased Premises. in: -complian all other requirements ° ‘imposed “by or ; -pursuant : to -Title-49, -Code . of Regulations, ‘Department ‘of Transportation, Subtitle A, Office of. the Secretar Pe 21, Non-Discrimination “in: Federally «Assisted : Programs . of the - Department. of Transportation, effectuation of Title Vi of the-Civil Rights Act of 1964, and.as ‘said regulations may be amended, Opérator shall furnis discriminatory basis ‘to all:users ‘thereof and: dt: shall charge fair, reasonable, an discriminatory prices for each unit or service, PROVIDED THAT. ‘Operator. nae be allowed to make reasonable and non-discriminatory discounts, rebates, or other similar type of price reductions to volumé-purchasers. Cotinty,’as ‘part of the consideration hereof, does hereby covenant and agree that Lessee will not be required:to provide any service(s) or-meet any. requirement(s) contained iin this Agreement, including Exhibit-B hereto (Okaloosa County Minimum Standards for Fixed Base Operator), unless all Fixed Base Operators located atthe Destin/Ft. Walton Beach Airport are providing the same service(s) or meet the same requirément(s), i:e.; the Lessee would not be required to. provide twin engine charter service unless“all Fixed.Base Operators at the Destin/Ft. Walton.Beach Airport provide twin engine charter service. County, as part of consideration hereof, does hereby covenant and agree that any and all FBOs located at the Destin/Ft. Walton Airport may meet their Minimum Standards, as stated in Exhibit B, for..maintenance, flight.school, and charter operations by contracting with a certified third party, so long as done in accordance 22 with Articles XXXIV and/or XXXV of this Agreement, as applicable. In the event of breach of any of the above non-discrimination covenants, the County shall -have the right, subject:to rights of cure otherwise, forth herein, to terminate this agreement and-to re-enter and repossess said Leased; Premises and hold the same as if said agreement -had never.been made or.issued.~ GARTICLE: XXIt Should Operator t breach any. “of its. obligations. hereunder, the. ‘County, nevertheless, thereafter -‘may ‘accept from Operator any payment. or.payments -due under this Agreement, and continue this Agreement in effect without in anyway waiving its ability to exercise and enforce all available remedies upon default provided hereunder or provided by law for-said:breach.:In-addition, any waiver .by-either. party of any default, breach, or omission of:the other. under this. Agreement: shall ot be construed @ as a waiver of any subsequent or different: Gefaull.t ‘breach, -or.omissio rth -herein,..the following shall constitute defaults by Operator: oe ? _. Failure to pay any y fees or “any ‘other monies owed hereunder, or under . vany ‘other: agreements ' between ‘the: Parties,’ ween: ‘such fees and “"smonies ‘aredue.: 1. __ The failure to keep any covenant, agreement, | or * obligation covered “under. ‘this: “Agreement,: or: under: ‘any gother : ‘agreement -between 9 erator and the Count : eo The opération ‘of the Operator: should change to ) such an. extent that it is —ono'longer:able. to: meet the criteria set. forth.in the Requirements and oe Minimum “Standards: for Services. and: Activities.;for..the activities =" permitted “under. this» Agreementorbe able to. provide these Requirements and ‘Minimurn, Standards: ‘through a 1 County approved "third party at the Airport Operator undertakes any / other commercial ¢ or 1 noncommercial service 4, —-or activity not specifically al under. this Agreement, unless first oo “approved by the ‘County in writing. : ee eS _5.° — Ifany court shall take jurisdiction of Operator and i its assets