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

mortgage. or-i Operator shall Have the right to remove:its items -of personal. property fixtures and signs from ‘the ‘Leased ‘Premises. through 30.days.after. b on the day of expiration or sooner:termination ofthis Ag an fail to remove ‘its personal property and trade fixtures and ign County shall “have the: right: to remove ‘said:personal; \¢ xtures and gns and to place said personal property and trade into ‘Storage ‘at Operator's ‘behalf and at Operator's sole cost and_exper County shall be entitled to reasonable rental from Operator for: the.useof th Premises occupied by. Operator's: personal: property and -trade fixtures: an until the County places said property into storageas« =~ or Title to all personal property and trade. fixtures and signs not removed by Operator from the Leased Premises or claimed..from: Storage within. thirty (30):days of the expiration or sooner terminatio of this “Agreement shall’be subject to the County taking ownership of such. personal: property and trade fixtures and signs, without jayment by the ‘County to: Operator.of. any -compensation. whatsoever,..and. said personal property: and trade. fixtures and *signs: shall thereafter -be.owned by..the County freé and-clear-of any claim or interest by Operator. or.of any: jortga third party whose position was derived from orthrough Operator. any (eee HOLDING OVER: eee eee Leased Premises after the expiration of this Agreement without “any ‘written renewal thereof, -such ‘holding -over.-shall. not. .be deemed as a renewal or extension of this Agreement but shall create only a tenancy. from month to month which may be terminated at any time by. the County upon thirty (30) days written notice. Such holding over shall otherwise be upon the same terms and conditions as set forth in this Agreement. If Operator remains in possession of the 28 “ARTICLE XXX RENEWAL Provided that Operator is not currently in default of any of the terms of this Agreement, including those contained in Exhibit D, Operator shall be provided one (1) 10-year renewal option, exercisable no sooner than January 1, 2032, by providing County with written notice at-least:one hundred. eighty.(180) days. prior.to the expiration of the lease ‘term. All‘of the terms:and:conditions: of the.lease, shall pply during the renewal term including CPI increases to the lease payments at each successive five (5) year period. © 9 he 2 ARTICLE XXXPS ~~ SUBSTITUTION OF PREMISES Operator understands and agrees that the County has the right to:take -all-or any portion of the Leased Premises, and any additions, alterations, .or improvements thereon, should the County, in its sole‘discretion, determine that said. portion, ofthe Leased Premises, and improvements thereon,’ ‘are *required ; for.-other.. Airport purposes and not for fixed base aircraft operations. If such action is taken, the County may terminate this Agreement- ordance with Article XXIV, NON- DEFAULT TERMINATION EVENTS; 0 Yy and if the County intends to maintaina — ase Operation at the Airport. will substitute in a reasonable time using ab! » diligence comparable areas within the Airport, brought to thes: a level ) the area taken: The County-shall bear all.expenses of bring } : same level of improvement as the area taken, and of.m 's improvements, equipment, furniture and. fixtures to the substituted.ar Operator's improvements, “equipment; furniture, or fixtures can! ible; in the sar Deen premises forthe Leased Premises, provided, not bé obligated to reimburse Operator-for lost.profits.. ARTICLE XXXIL 6 8 oe “AIRPORT DEVELOPMENT RIGHTS Gates Subject to the provisions of Article XXX! concerning Substitution of Premises rights above, the County reserves the right to further:develop or improve all areas within the Airport, including landing areas, as the County may determine in its sole discretion, which discretion shall not unreasonably be exercised, to be in the best interests of the Airport, regardless of the desires or views of Operator, and without: further interference or hindrance from Operator.” = Except as may be required by this Agreement or any other agreement between the 29 parties, the County reserves the right, but shall not be obligated to Operator, to keep and repair all areas, including landing areas, :of the Airport. - ARTICLE XXXII -.. §$UBORDINATION - ‘This Agreement shall be subordinate to existing and future Airport Bond Re This agreement shall also be subject.to and.subordinate to:agreements bet County‘and’State.and Federal:agencies for.grants-in-aid.and to.the pro agreements heretofore made between the County, the :City,.and the Unit S relative to the operation or maintenance of the Airport, the execution of which has been required as a condition precedent to the transfer of federal rights of property to the County for Airport purposes,:or tothe “expenditure of federal funds for the extension, expansion, or development of the Airport, including the expenditure of federal funds for the development of-the Airport in accordance with the.provisions of thé Federal Airport Act of: 1958, -as it has been amended ‘from, time to time..Any agreement hereafter made between the County, the City, and the United, States will not be inconsistent with rights granted-to-Operator herein.) 5. a< ARTICLE XXXIV Operator shall not assign its rights, title and interest. "change ‘in control" of ‘Operator's .entity without the prior.pay! fee of $1,000.00 and.the prior written consent of the County, unreasonably denied. or delayed. :If-anassignment.or.change.. Operator -shall ‘continue: tobe -liable, jointly and severally, wi successor, for the fulfillment ofall terms and conditions arising un ibs tothe assignment, unless the County releases Operato Without limiting the generality of the foregoing, for.purposes is transfer of forty percent (40%) or more of Operator's stock (if a corporation) during any 12-month period shall constitute a change.in control. Any transfer of control not so approved by County shall be’a Violation of the covenants of Article XXIV enabling County to exercise any and all rights of County pursuant to Article XXIII. Os ARTICLEXXXV => SUBLEASE... . Operator may not sublease all or any portion of the Leased. Premises or all. or any. portion of the improvements thereon, without first -obtair ing. written .consent -of the County, said consent not to be unreasonably denied or delayed. Any such sublease must be in writing and. be made subject to the terms and conditions of this 30 Agreement. In addition; before any sublease may take effect, any sub operator must execute an agreement with the County, in a form and for a fee acceptable to the County, by which such sub operator is authorized to do business on the Airport. SUCCESSORS The provisions, covenants and condition: f this Agreement shall bind and inure to the benefit of the legal representatives, successors and assigns of the parties hereto. 6 ARTICLE XXXVI . 8 ~PARTIAL:INVALIDITY GOS if any term or condition of this Agreement or application thereof to any person, entity le, or event shall to any extent be held or deemed invalid -and unenforceable, the m, covenant, or condition remainder of this Agreement and the application of such ter. to persons, entities’ or events: other .than =those--to -whi unenforceable shall: not ‘be ‘affected and each:term, covenant-and. Agreement shall be valid and be enforced.to the fullest extent permitted. ARTICLE XXXVIII “<NOTICES: All notices by either party to the other shall be made by depositing -such notice in the registered or certified mail of the United States of America, postage prepaid,. return receipt requested or with @nationally:recognized: overnight express courier requiring signature and receipt, and such notice:shall be deemed to have. been served on the actual date of receipt, or, in the event addressee, or addressee’s agent, refuses to accept delivery or.delivery: attempt is unsuccessful, so long as the r:as°subsequently provided to the notice is properly addressed ‘as. in below or vided | other party in compliance with the provisions of this Article XXXVIII, then notice shall 6 deemed to have béen’served on either i) the date delivery is refused, ji):the next eee Le ee prea ess service _. Northwest Florida Regional Airport HOES 4701 Hwy 85 North) 8 em es Eglin AFB, Florida’32542-1413 = All notices to Operator'shall'be mailed to: ~ ‘Regal Capital, LLC’ ~ “Attn: Jack Simmons =” 9171 Ashbury Lane ‘Gulfport, MS 39503 - 31 The parties may from time to time designate, in writing, changes to the addresses stated. : . ARTICLE XXXIX REPRESENT. ATIONS REGARDING AUTHORITY The County represents that it has the authority to enter into this Agreement and grant the rights contained ‘herein to Operator. If Operator is a limited liability company or general partnership, the undersigned warrants and represents that (1) hé/she isa general partner of said partnership; (2)---—--— ‘isir ourse of the partnership's business, his/ner execution of this Lease is:in-the usual ¢ é Lease, the partnership shall be deemed a and (3) by his/her execution of. this signator to this Lease in the same fashion as ifall of the general partners of. the partnership had executed this Lease. © Gi EA spite SL SEAS cee A si gned warra nts | and rep resents.th at.( If Operator is'a corporation, the unders /she is an agent of the corporation; (2) he/she is authorized to execute. this:-Lease on the corporation's behalf; and (3) ‘the corporation’ shall ‘be bound: asa. signator -to.this Lease by his/her execution of this Lease. ARTICLEXL RELATIONSHIP OF PARTIES Itig understood that the County is not in any way or for any purpose a part the use of the:-Leased Premises « ‘for any purpose. weg den atin eater eosmte eae ety et aden oR oe venturer with, or agent of; Operator-in improvements thereo y. reserves unt successors and ass fo slic, a’ right of: flight for the passage of aircraft in he surface of the Leased Premises,together. with-the right. to: cause in.sa space. such noise as may be inherent in the operation of aircraft, now. known. or hereafter. _ used, for navigation of or flight in the said airspace, and for use of said airspace for landing on, taking off from or operating on the Destin/Ft.. Walton Beach Airport. The Operator shall not erect or permit the erection or-growth.of, or-permit to remain in or on the Leased Premises, any structure, natural growth or other: object extending into the airspace above the Leased Premises higher than as permitted in Federal Aviation Regulation Part 77, as such regulation may be amended from time to.time... . The Operator shall not use or permit the use in or on the Leased Premises of any device in such a manner as to create electrical or-electronic interference with communications between the Destin/Ft. Walton Beach. Airport. and aircraft, or between aircraft and any navigational controls, whether. or ‘not .located on the Destin/Ft. Walton Beach Airport. 32° The Operator shall not erect, install or permit the erection.or installation.in.or on the Leased Premises of any lights that will or might make it difficult for aircraft pilots to distinguish between the airport lights and other lights, or: that: will-or might impair _ visibility ‘or otherwise endanger the landing, taking off; or maneuvering of.aircraft. 2c ARTICLE XLS = HEADINGS The’ headings contained ‘in_ this Agreement are ‘inserted only as. a -matter of convenience and for reference and:do not.define or limit the scope or.intent of any provision of this Agreement and shall not be construed to affect in-any manner the terms and provisions heréof or the interpretation or construction thereof... | ARTICLEXLIN SS” "GOVERNING LAWIVENUE = This “Agreement is made and “entered into, -and willbe. erformed in, Okaloosa County, “F and Florida law shall“govern and:apply to its interpretation. In the event of a dispute or ‘disputes between the parties hereto,