Okaloosa County BOCC — December 2, 2014 — Internal Coordination Sheet and Third Amendment to AA Agreement

CONTRACT & LEASE INTERNAL COORDINATION SHEET Contract/Lease Number: LJ] “42-9 3 -Apa- Tracking Number;_/1 3 4~J 5 LOG - O3/a-Af- + At erant Funded: YES ss NO Contractor/Lessee Name: Lonprcean Ow QS Avadirae A j —— Purpose__ VA a Cemerdino.n. rE Dept. Monitor Name Dole AaViGeays | Try. Document-has been reviewed and Includes-any attachments:or exhibits. Date/Term: All & 1. [_] Greater THAN $50,000 -/7f Amount:___/1/ LR 2. L_] GREATER THAN $25,000 Department: Ft P 3. ] $25,000 or Less We Purchasing Review Procuftementrequireme Sarem gn, At pate Jl /¥- | Purchasing Djrector of Designee Joanne Kublik ae Risk Management Review Approved as written: CTR glo fe rey pate:_| | ~ ao- (4 Risk ‘Manager ordesignee ‘~ Kay Godwin or Krystal King , pty a County Attorney Review Ap oved as written: Akg ley | Bao Date: f |~ ly County Attorney’ ~ Gregory T. Stewart or Lynn‘Hoshihara Following Okaloosa County approval: Contracts & Grants Document has been recéived: Date: Contracts & Grants Manager J PS 2400 THIRD AMENDMENT TO AMENDED AND RESTATED SIGNATORY AIRLINE OPERATING AGREEMENT AND TERMINAL BUILDING LEASE This third amendment ("Amendment") to each of the Amended and Restated Signatory Airline Operating Agreements and Terminal Building Leases by and between Okaloosa County, Florida ("County") and American Airlines, Inc. ("American"), a corporation doing business under the laws of the State of Delaware and by and between the County and US Airways, Inc. (US Airways’), a corporation doing business under the laws of the State of Delaware, are entered into this day of , 2014, WITNESSETH: WHEREAS, County and American and US Airways (herein together at times referred to as the “Airlines” and individually at times referred to as the “Airline”’) have heretofore separately entered into an Amended and Restated Signatory Airline Operating Agreement and Terminal Building Lease ("Agreement") for the use of Northwest Florida Regional Airport ("Airport"), the lease of space within the Terminal Building of the Airport, and the payment of Rentals, Fees and Charges for Airline's use of the Airport and lease of space; and WHEREAS, each Agreement was for an initial term commencing October 1, 2010 and expiring September 30, 2013; and WHEREAS, County and each of the aforementioned Airlines, by execution of a First Amendment, extended the term of their Agreement for an additional 3-year term commencing October 1, 2013 and expiring September 30, 2016; and WHEREAS, County and each of the Airlines have executed a Second Amendment to their Agreement providing for adjustment of square footage and/or relocation of their holdroom space within their Leased Premises; and WHEREAS, pursuant to Endorsement No. 1 to each Airlines’ First Amendment provision was made for consolidation of Airlines’ Leased Premises and deletion of excess space within their Leased Premises upon the merger of said Airlines; and WHEREAS, on December 9, 2013 the merger of American and US Airways was approved but each Airline continues to operate separately under its own operating certificate pending complete integration of the merger; NOW, THEREFORE, the parties hereto for and in consideration of the mutual covenants contained herein and in further consideration of the terms, conditions and covenants of the Agreements hereby further amend said Agreements as follows: 1, Amendment of American’s Agreement The following amendments are made to American’s Agreement. (a) (b) (c) (d) (e) @) Effective August 19, 2014 in accordance with Endorsement No. 1 to the First Amendment of each Airline’s Agreement, American and US Airways, the “merged” Airlines have consolidated their separate Airport ticket counter and office space functions to the new location shown im Exhibit “A” attached hereto. Said space, containing an area of 1,333 square feet, is added to American’s Leased Premises effective the above date. For a period of one year following beneficial occupancy of the consolidated ticket counter and office space referenced in paragraph (a) above, American shall have the option to lease the remainder of the contiguous ticket counter and office area shown on Exhibit B. Said option shall be exercised by notice to the County in writing within the one year period, as aforesaid, as provided for in the Agreement and said space shall be added to the Agreement in accordance with the terms of Section 3.06 of the Agreement. American’s existing ticket counter and office space comprising 1,317 square feet of space is deleted from American’s Leased Premises effective August 19, 2014. American’s holdroom space presently comprising 1,660 square feet within its Leased Premises at Gate B-6 is hereby adjusted from 1,660 square feet to 1,597 square feet retroactive to November 1, 2013. Said adjustment reflects areas recaptured by County for retail concessions. US Airways’ adjusted holdroom space of 1,550 square feet at Gate B-5 depicted on Exhibit B together with its Assigned Apron depicted on Exhibit B are added to American’s Leased Premises and Assigned Apron effective October 1, 2014. American’s combined holdroom space at Gates B-5 and B-6 will now be 3,147 square feet, Effective with the execution of this Amendment all ticket counter, office space, holdroom space and apron parking space utilized by the Airlines will be included in the Leased Premises and Assigned Apron within American’s Agreement. Revised Exhibits C and D to the Agreements are attached hereto and made part hereof depicting said Leased Premises and Assigned Apron. Page 2 of 6 2. Amendment to US Airways Agreement The following amendments are made to US Airways Agreement: (a) Effective October 1, 2014, US Airways holdroom space of 1,550 square feet at Gate B-5 together with its Assigned Apron is deleted from its Leased Premises and Assigned Apron under its Agreement. (b) Effective August 19, 2014, US Airways ticket counter and office space comprising 1,180 square feet of its Leased Premises is deleted from its Agreement, US Airways’ and American’s ticket counter and office space functions being consolidated to the new ticket counter and office space leased to American in Paragraph (a) of Section 1 above. (c) Effective with the execution of this Amendment all ticket counter, office space, holdroom space and apron parking space is deleted from US Airways’ Leased Premises and Assigned Apron under its Agreement. 3. All other terms and conditions of both American’s and US Airways’ Agreements shall remain in effect, unamended, for the extended term of the Agreements. 4. This Third Amendment shall be executed by the parties in duplicate originals, with one original being filed as the Third Amendment to American’s Agreement and the other original being filed as the Third Amendment to US Airway’s Agreement. IN WITNESS WHEREOF, the parties hereto have executed these presents as of the day and year first above written. ATTESTS: BOARD OF COUNTY COMMISSIONERS OKALOOSA COUNTY, FLORIDA BY: J D Peacock II Charles K. Windes, Jr. Clerk Ad Interim Chairman Page 3 of 6 AMERICAN FRLINES, INC, BY: aris Colts on ~4 Director forporste Real Estate US AIRWAYS, INC. . acer Collisién, Director - Gorporafe Real Estate assistant Corporate Secielary CORPORATE SEAL: Page 4 of 6 ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF OKALOOSA Before me, the undersigned officer duly authorized to take acknowledgments in the COUNTY and STATE aforesaid, personally appeared CHARLES K. WINDES, JR, Chairman, and J D PEACOCK II, Clerk Ad Interim, Board of County Commissioners of Okaloosa County, Florida, and they respectively acknowledge executing and witnessing the foregoing instrument freely and voluntarily under authority duly vested in them by said COUNTY and STATE, and that the seal affixed thereto is the true seal of said COUNTY. SWORN AND SUBSCRIBED before me this day of , 2014. NOTARY My commission expires: Page 5 of 6 ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF TARRANT Before me, the undersigned officer duly authorized to take acknowledgments in the COUNTY and STATE aforesaid, personally appeared CHRIS COLLISION, Director - Corporate Real Estate, and Ken f\ eth jo. l ; mer ly , who under oath depose and say that they are respectively the duly authorized representatives of AMERICAN AIRLINES, INC. and US AIRWAYS, INC, to execute and witness contracts and lease agreements on behalf of said Airlines, and that they respectively acknowledge executing and witnessing the foregoing instrument for the uses and purposes contained therein. jah SWORN AND SUBSCRIBED before me this /0& “day of MVovem her , 2014. fr NOTARY £ VW bb Ak ) My commission expires: dD -% ~ yi ( 7 \ AMBER WARD Notary Public STATE OF TEXAS My Comm, xp. Mar. 03, 2015 Page 6 of 6 : § < 3 53 x x uw ¢ ve) a & 4 s . £ Airline Lease Space Northwest Florida Regi _ ae US Air and American Combined Holdroom 3,147 Square Feet Exhibit "B" SECOND FLOOR PLAN M Northwest Florida Regional Airport Nee 08/05/2013 ERS Eglin Alr Force Base, Florida i F aeRTAST ta Fran amt, SORES VAL SUTN ATI SOE MOATHWEST FLORIDA ~ AVCON, INC. mricreeasn FUN BoM eOnE aE eUTER HeRVALL Rta Soree Gu onern Jae atu, SOUT CLT rarer EaT LA ne NORTHWEST FLORIDA REGIONAL AIRPORT EXHIBIT “D" AIRLINES' ASSIGNED APRON DESIGHED AY: BRAWH BY: CHECKED BY: APPROVED BY: DATE: 10.31.2044 PROJEGT NO, SHEET NUMBER EXHIBIT “C"--Airlines Leased Premises (pg 1 of 3) NORTHWEST FLORIDA REGIONAL AIRPORT SIGNATORY AIRLINES'S OPOERATING AGREEMENT AND TERMINAL BUILDING LEASE TERMINAL BUILDING SPACE SUMMARY Total Total Rented Total Rentable Airline Space Unrented Space Preferential Use: Ticket Counter 4,104 559 581 0 2,244 963 3,207 ATO 1,469 632 752 0 2,853 1,005 3,858 Holdroom 3,431 2,392 3,147 0 8,970 6,253 16,223 Airline Operations 770 0 0 770 0 770 Airline Maintenance 0 0 0 0 4,725 1,725 Subtotal: 6,774 3,583 4,480 0 14,837 9,946 24,783 Common Use: if 5,675 0 5,675 ai 5,569 0 5,569 Total Common Use: 11,244 0 11,244 Total Airline Rented and Rentable SF 26,081 9,946 36,027 wu HOIUXS