Loading...
LEASE AGREEMENT ... >J I . ~, " --~ ,,.J I .". ." ~ " .... . LEASE A G R E E MEN T /.~ THIS LEASE AGREEMENT made and entered into on the ~~dr CLEARWATER GOLF PARK, INC., a Florida day of , 1970, by and between corporation, hereinafter referred to as "Lessor" and CLEARWATER AIR PARK, INC., a Florida corporation, hereinafter referred to as "Lessee" which terms "Lessor" and "Lessee" shall include their heirs, representatives, successors and assigns. WHEREAS, Lessor owns leasehold rights from the City of Clearwater on the property which is the subject of this Agreement, and WHEREAS, Lessor wishes to sublet the property which 1S the subject of this Agreement to Lessee, to be operated as an air park and fixed base operation f~cility, to be known as the CJearwater Executive Air Park; WIT N E SSE T H: In consideration of the mutual covenants and agreements contained herein: 1. LEASED PREMISES Lessor does hereby lease and demise and Lessee does hereby rent from Lessor those premises described as follows: See Exhibit "A" attached hereto and made a part hereof by this reference. 2 . EXCUSE OF OWNER'S PERFORMANCE Neither party shan be deemed in default with respect to performance of this lease providing such defauJt is not due to the willful or negligent act of either party and provided that such default or nonperformance is due to strike, lockout, It'l,);!" 'tV) ,- g I l ;, I . , . . , r " civil commotion, war-like operation, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, inability to obtain any material, service or financing, through Act of God or other cause beyond the control of the Lessor. 3 . TERM The term of this lease shall commence on August 1, 1970, and shall end the last day of July, 1995. Lessee shall have the option to extend the term of this lease to July 31, 2000, upon the same terms and conditions as specified herein. To exercise said option, Lessee must give written notice to Lessor ninety (90) days prior to the expiration of the original term as set forth above. (The phrase "term" as hereinafter used is intended to include any extentions, if Lessee exercises its option to extend as set forth herein.) 4 . RENT Lessee agrees to pay Lessor, at the office of Lessor or at such other place as may be designated by Lessor, without prior demand therefor and without any deduction or set-off therefrom the sum of Three Hundred Fifty-Six Thousand, Four Hundred ($356,400.00) Dollars at the rate of One Thousand Two Hundred ($1,200.00) Dollars in advance upon the 1st day of each calendar month during the term of this lease beginning on the 1st day of November, 1970, provided that Lessor has furnished Lessee with all the revenue producing facilities as inc:_uded in paragraph 9 of the Agreement. That should Lessor fail to provide all the facilities as set forth in paragraph 9 of this Agreement, Lessee I s obligation sha11 be based on a pro-ra ta basis for the facilities actually installed in accordance with paragraph 9 of this Agreement. Should Lessee be entitled to -2- I >,j I , ' . '" , " ~ 1 any credit toward any payments based on this paragraph, such credit shall be a reduction in the total amount due under this Lease. 5. ADDITIONAL RENT Lessee shall pay as additional rent any money or charges required to be paid by Lessee under the terms of this Lease, whether or not same is designated as additional rent and if such sums, amounts or charges are not paid at the time provided in this Lease, they shall nevertheless, if not paid when due, be collectible as additional rent with the next installment of rent thereafter following due hereunder, but nothing herein contained shall be deemed to suspend or delay the payment of any such amount of money or charge at the time the same becomes due and payable hereunder or limit any remedy of the Lessor. 6. PAST DUE RENI' In the event Lessee fails to pay any sums due by virtue of this Lease within ten {lO} days after such due date, then such unpaid amounts shall bear interest from the tenth day after due date thereof to the date of payment at the rate of eight (8%) percent per annum. 7. PERCENTAGE RENT Lessee covenants and agrees to pay to the City of Clearwater, in accordance with that lease executed between Lessor and the City of Clearwater, one (l%) percent of all brokerage earned by Lessee on the sale of new or used aircraft, and Lessee further covenants and agrees to pay to the City of Clearwater, one (1%) percent of the gross sales price of all new and used aircraft sold by Lessee. For purposes of confirming the amounts due the City of Clearwater resulting from the -3- I . . ",i , , I , ~ , , \ -,. '., ","" Lessee's brokerage or sale of aircraft, Lessee agrees that its books are open for inspection by the auditors of the City of Clearwater at all reasonable times, provided that the information of said inspection of Lessee's books by the City of Clearwater shall be strictly privileged and held confidential by the City of Clearwater and Lessor. Payments in accordance with the provisions of this paragraph shall be made on a quarterly basis, wi th the first quarterly payment due May 1st, 1971. 8. TAXES Lessee agrees that it will pay any sales taxes due on any of the payments made by Lessee to Lessor or to the City of Clearwater. Lessee further covenants that it will pay all taxes incurred or levied on or resulting from its use of the leased premises except ad valorem taxes: Lessee's obligation for taxes shall include occupational licenses, permits, beverage licenses and any other taxes required by federal, state or municipal law. Lessor will in the first instance pay all ad valorem real property taxes which may be levied or assessed by any lawful authority against the land and improvements on all the property Lessor is leasing from the City of Clearwater. If the amount of real property taxes levied or assessed against the land and buildings of which the premises leased to Lessee form a part at the time of commencement of the term hereof shall exceed in anylease year the amount of such taxes for the first full tax year, Lessee shall pay that portion of such excess reasonably apportionable to that portion of the land and improve- ments herein demised to Lessee. 9. IMPROVEMENTS Lessor agrees to supply as facilities to Lessee the following: a. an operational headquarters building of approximately 2400 square feet, the interior layout design to be mutually determined by the parties hereto: -4- " " I ~ . "': I , '. . , . b. 50 hangars with paved floors; said hangars to be a combination of T and Shade hangars; c. an aircraft maintenance hangar, said hangar being the same presently located on the premises leased from City of Clearwater by Lessor. Lessor shall relocate said hangar and place it on the premises herein demised to Lessee; d. a paved runway in the dimentions of 75 feet wide by 3000 feet long, with 500 feet sod over runs at each end, said runway shall also have a paved taxi strip of 30 feet wide by approximately 3000 feet long, with cross-over points for access to and from the runways; e. the aforementioned runway shall be lighted for take-off and landing at night, which lighting facilities shall be in conformity with generally accepted practices for night lighting of aircraft runways for an airport and runways of the size hereinabove specified. 10. ADDITIONAL IMPROVEMENTS That throughout the term of this Lease, should Lessee feel the need for addi tional facilities, upon request of Lessee, Lessor agrees to furnish said additional facilities at Lessor's expense, provided, however, that Lessee agrees to pay an increase monthly rental for said increased facilities, the amount of the increase to be mutually determined by the parties hereto. It is further provided that Lessee may, at his option, install additional facilities at his own expense, in which case there shall be no increase in rent payments providing, however, that title to said improvements and additional facilities installed by Lessee shall become the property of the Lessor. -5- I ~ . I . " 1 " , - , " , -\', " r 11. MAINTENANCE Lessee shall at all times keep the leased premises and all improvements and facilities thereon in good order, condition and repair excepting runways and taxiways which Lessor shall repair as necessary, damage by unavoidable casualty excepted. Lessor agrees to cut the grass of the premises leased herein. 12. SURRENDER OF PREMISES At the expiration of the tenancy hereby created, Lessee shall surrender the leased premises in the same condition as the leased premises were in upon delivery of possession thereto under this Lease, reasonable wear and tear excepted, and damage by unavoidable casualty excepted, and shall surrender all keys for the leased premises to Lessor at the place then fixed for the payment of rent and shall inform Lessor of all combinations on locks, safes and vaults, if any, in the leased premises. Lessee shall remove all its trade fixtures before surrendering the premises as aforesaid and shall repair any damage to the leased premises caused thereby. Lessee's obligation to observe or perform this covenant shall survive the expiration or other termination of the term of this Lease. 13. USE OF PREMISES The premises demised hereunder shall be used only for the following purpose: Operation of a general fixed base public air park facility, with all attendant activities to such an operation including, but not limited to, the sale of gasoline, oil, air- planes, airplane accessories and parts, charter flights, sight- seeing trips, flight school, hangar rentals, airplane repairs, and all other activities usually associated with a public air -6- I -; . , I , !, ." . I \ ,?' ,," park facility. It is provided however, that no commercial air- lines or helicopter lines shall be operated without special permission of the City of Clearwater. 14. NONDISCRIMINATION USE Lessee agrees that it is its intention that the premises hereunder shall be operated, maintained and developed in such a manner as to be a credit to Lessor and the City of Clearwater, and to this end Lessee agrees that at all times under the terms of this Agreement, all facilities shall be operated and maintained to a standard considered to be generally acceptable in the operation of a public air park. The facilities of the air park shall be made available to all the public regardless of race, color or creed and shall be developed, operated and maintained in a manner consistent with the public interest. ( 15. MANNER OF OPERATION ----- Should the City Commission of the City of Clearwater or should the Lessor, reasonably determine that the facilities under the control of the Lessee are not being operated or maintained in a manner consistent with the public interest, that determination shall provide a basis for revocation of this Lease Agreement. It is specifically understood between the parties however that the standards to be used for purposes of determining the quality of control of the facilities under this lease shall be generally accepted standards in accordance with other facilities of the same type wi thin the State of Flor ida. That should the parties hereto disagree as to what constitutes proper maintenance or operation of the subject property, then the parties hereto agree that such dispute shall be presented to -7- I , the American Board of Arbitration, whose decision shall be final upon both parties, subject to ordinary rights of appeal in the state courts of Florida. 16. PRICES It is the intent of this Agreement that the Lessee shall operate public facilities and Lessee agrees that it will not charge excessive prices for its service, that its prices shall be maintained at a competitive level with like facilities, provided that Lessee is entit led to a reasonable profit upon his investment. 17. ASSIGNMENT Lessee hereby covenants and agrees to make no unlawful, improper or offensive use of the premises, not to assign this Agreement nor to sublet any portion of the premises without the prior written consent of Lessor. Lessee agrees that it will not pledge, encumber, hypothecate or assign any portion of the demised premises. 18. CORPORATE CONTROL While this Agreement is between corporate entities, Lessee agrees that at all times, Russell St. Arnold shall maintain effective control of the operation of the demised premises, and of Lessee corporation unless written permission far ch8nge of control is granted to Lessee by Lessor. 19. INSURANCE Lessee agrees to protect and hold harmless the Lessor and the City of Clearwater from all damages or claims for loss, damage or injury that may be suffered by anyone whomsoever on account of operations carried on by the Lessee under this Agreement. Lessee shall, at his own expense, purchase -8- I I I" " " , and maintain fire insurance for the full insurable amount on all ..",. ---. buildings and improvements herein. Lessee agrees to carry liability insurance in an amount not less than $500,000 per person and $1,000,000 (umbrella) aggregate, for any claim including liability insurance to bailees, attendants, invitees and to maintain air- craft operations insurance, coverage on aircraft accidents, fuel- ing, hangar keepers maintenance and service, together with premise operation insurance, with coverage on automobile parking lots, slip and fall accidents, special events, tenants, contractors and vehicles, and such additional insurance as is genera11y acceptable and appropriate for the operation of all facilities attendant to an air park. Said insurance shall have an endorsement thereon that the City of Clearwater and Lessor are additional insured as their interest may appear and that the City of Clearwater and Lessor shall be notified immediately in case of cancellation of said insurance, upon which time, this Agreement shall immediately become null and void, and of no further effect. Lessee agrees that any monies paid to it resulting from a claim on damage to the property included 1n this Agreement shall be used exclusively and promptly to reconstruct the damage to said property. 20. OPERATION OF FACILI'rIES Lessee covenants that for the duration of this Agreement, it shall have a qualified employee on duty at all times during daylight hours at the air park to provide assistance to the public and especially during periods of inclement or foggy weather. -9- I I ~ 1 it ..." J 21. EXCLUSIVE USE Thi s Agreement may not be assig ned by either party without written approval of the other party. It is further agreed between the parties hereto that Lessee shall have the sole and exclusive use of the demised premises, and that no other business of any type shall be allowed on the subject property, without the prior written approval and consent of Lessee. 22. COST OF LIVING INDEX Lessee recognizes that Lessor has an obligation to the City of Clearwater under its prime lease with the City of Clearwater, which obligation is adjustable based upon a cost of living index. Lessee agrees that the sums due Lessor from Lessee under the terms of this Lease Agreement may be adjusted in accordance with the terms between the City of Clearwater and Lessor relative to adjustment of rents, based upon the rise and fa 11 of the cost of living index. 23. DESTRUCTION OF LEASED PREMISES I f the leased premises shall be damaged by fire, the elements, unavoidable accident or other casualty, but are not thereby rendered untenantable in whole or in part, Lessor shall at its own expense cause such damage to be repaired and the rent shall not be abated. If by reason of such occurrence, the premises shall be rendered untenantable only in part, Lessor shall at its own expense cause the damage to be repaired, and the fixed minimum rent meanwhile shall be abated proportionately as to the portion of the premises rendered untenantable. If the premises shall be rendered wholly untenantable by reason of such occurrence the Lessor shall at its own expense cause such damage to be repaired and the fixed minimum rent meanwhile shall abate until the leased premises have been restored and rendered tenant- -10- . , I I .' 1 . - ~ able. Nothing in this Section shaJl be construed to permit the abatement in whole or in part of the percentage rent. However, if such premises shall become untenantable by reason of such casualty and if such condition shall continue for a period in excess of ninety (90) days without repair thereof having been started by Lessor, Lessee shall have the option to declare this lease terminated. 24. DEFAULT OF THE LESSEE Riqht to Re-enter. In the event of any failure of Lessee to pay any rental due hereunder within ten (10) days after the same shall be due, or any failure to perform any other of the terms, conditions or covenants of this lease to be obs.erved or performed by Lessee for more than thirty (30) days after written notice of such default shall have been given to Lessee, or if Lessee or an agent of Lessee shall falsify any report required to be furnished to Lessor pursuant to the terms of this lease or if Lessee or any guarantor of this lease shall become bankrupt or insolvent or file any debtor proceedings or take or have taken against Lessee or any guarantor of this lease in any court pursuant to any statute either of the United States or of any State a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Lessee's or any such guarantor's property, or if Lessee or any such guarantor makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement, or if Lessee shall abandon said premises or suffer this Lease to be taken under any writ of execution, then Lessor besides other rights or remedies it may have, shall have the immedia te right of re-entry and may -11- " I I . ., , . - , ", remove all persons and property from the leased premises and such property may be removed and stored in a public warehouse or elsewhere at the cost of, and for the account of Lessee, all without service of notice or resort to legal process and without being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby. Riqht to Relet. Should Lessor elect -12- I I , .~ " - , , premises by Lessor shall be construed as an election on its part to terminate this Lease unless a written notice of such intention be given to Lessee or unless the termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any such reletting without termination, Lessor may at any time thereafter elect to terminate this Lease for such previous breach. Should Lessor at any time terminate this Lease for any breach, in addition to any other remedies it may have, it may recover from Lessee all damages it may incur by reason of such breach, including the cost of recovering the leased premises, reasonable attorney's fees and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to rent reserved in this Lease for the remainder of the stated term over the then reasonable rental value of the leased premises for the remainder of the stated term, all of which amounts shall be immediately due and payable from Lessee to Lessor. In determining the rent which would be payable by Lessee hereunder, subsequent to default, the annual rent for each year of the unexpired term shall be equal to the average annual minimum and percentage rents paid by Lessee from the commencement of the term of the time of default, or during the preceding three full calendar years, whichever period is shorter. Leqal Expenses. In case suit shall be brought for recovery of possession of the leased premises, for the recovery of rent or any other amount due under the provisions of this lease or because of the breach of any other covenant herein contained on the part of Lessee to be kept or performed, and a breach shall be established, Lessee shall pay to Lessor -13- -< I I .' , . .." '." ; 'f I'" l..... f " . all expenses incurred therefor, inc lud ing a reasonable attorney's fee. If Lessee brings suit or requires any legal services resulting from any established breach of any covenant herein contained by Lessor, Lessor shall pay to Lessee all expenses incurred by Lessee including reasonable attorney's fees. Waiver of Riqhts of Redemption. Lessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Lessee being evicted or dispossessed for any legal cause, or in the event of Lessor obtain- ing possession of the leased premises, by reason of the violation by Lessee of any of the covenants or conditions of this Lease or otherwise. 25. ACCESS BY LESSOR Riqht of Entry. Lessor or Lessor's agents shall have the right to enter the leased premises at all reasonable times to examine the same and if appropriate, to show them to prospective purchasers or lessees of the building, and to make such repairs, alterations, improvements or additions as Lessors may deem necessary or desirable, and Lessor shall be allowed to take all material into and upon said premises that may be required therefor without the same constituting an eviction of Lessee in whole or in part and the rent reserved shall in no wise abate while said repairs, alterations, improvements or additions are being made, by reason of loss or interruption of business of Lessee, or otherwise. During the ninety (90) days prior to the expiration of the term of this lease or any renewal term, Lessor may exhibit the premises to prospective lessees or purchasers and place upon the premises the usual not ice "To Let" or "For Sale" which notices Lessee shall permit to remain thereon without molestation. I f Lessee sha 11 not be personally -14- " . .... I ..... I '. I ~ .,-; '\ ) ~ L , ~ present to open and permit an entry into said premises, at any time, when for any reason an entry therein shall be necessary or permissable, Lessor or Lessor's agents may enter the same by a master key, or may forcibly enter the same, without rendering Lessor or such agents liable therefor, and without in any manner affecting the obligations and covenants of this Lease. Nothing herein contained, however, shall be deemed or construed to impose upon Lessor any obligation, responsibility or liability whatso- ever, for the care, maintenance or repair of the building or any part thereof, except as otherwise herein specifically provided. 26. LESSEE'S PROPERTY Loss and Damaqe. Lessor shall not be liable for any damage to property of Lessee or of others located on the leased premises, nor for the loss of or damage to any property of Lessee or of others by theft or otherwise. Lessor shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from any part of the leased premises or from the pipes, appliances or plumbing works or from the roof, street or sub-surface or from any other place or by dampness or by any other cause of whatsoever nature. Lessor shall not be liable for any such damage caused by other Lessees or persons in the leased premises, occupants or adjacent property or the public or caused by operations in construction of any private, public or quasi- public work. Lessor shall not be liable for any latent defect in the leased premises or in the building of which they form a part except for a period of one (1) year from the date Lessee takes possession of the leased premises. All property of Lessee kept or stored on the leased premises shall be so kept -15- " I , . , ,0 " i, ~ .; ': . . . : ,f . ~ , or stored at the risk of Lessee only and Lessee shall hold Lessor harmless from any claims arising out of damage to the same, including subrogation claims by Lessee's insurance carrier, unless such damage shall be caused by the willful act or gross neglect of Lessor. 27. HOLDING OVER, SUCCESSORS Holdinq Over. Any holding over after the expiration of the term hereof, with the consent of the Lessor, shall be construed to be a tenancy from month to month at the rents herein specified (pro-rated on a monthly basis) and shall otherwise be on the terms and conditions herein specified, so far as applicable. 28. QUIET ENJOYMENT Lessor's Covenant. Upon payment by the Lessee of the rents herein provided, and upon the observance and performance of all the covenants, terms and conditions on Lessee's part to be observed and performed, Lessee shall peaceably and quietly hold and enjoy the leased premises for the term hereby demised without hindrance or interruption by Lessor or any other person or persons lawfully or equitably claiming by, through or under the Lessor, subject, nevertheless, to the terms and conditions of this Lease . 29. MISCELLANEOUS Accord and Satisfaction. No payment by Lessee or receipt by Lessor of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than on account of the ear] iest stipulated rent, nor shall any endorsement or statement on any check or any letter accompany any check or payment as rent be deemed an accord and satisfaction, and Lessor may accept such check or payment without prejudice to Lessor's -16- . J ~ . .. 4 " " ~ . ." .- ...... .> ..t, . ~ right to recover the balance of such rent or pursue any other remedy in this lease provided, subj ect to the other terms and conditions contained in this Agreement. Entire Aqreement. This Jease and the Exhibits and RIDer, if any, attached hereto and forming a part hereof set forth all the covenants, promises, agreements, conditions and understandings between Lessors and Lessee concerning the leased premises and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them other than are herein set forth. Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this lease shall be binding upon Lessor ~ Lessee unless reduced to writing and signed by them;. provided, however, . s Sub-Lease A2reement is subordinate to that certain Leas e between the City of ~ar ter and Gleq,J.:..Vlla.te.r. GolfOParkh Inc. & Dona.ld E. Bleaklev. dated Feb. 24, 1970. . ~ IN WITNH~8 w~ffiF, t e pa~les nave set the~r hands nd seals the date first above written. CLEARWATER AIR PARK, INC., Lessee Attest: , By _ -4q;f/flj1! H~ "- ~ '. 'r' ~" _(cornOr,;l te seal) -. ~- ~". ..-- Attest: ~ I1~AAAJ~v~__ ~~ ~ Secretary By (oorporate seal) ...::.: .~ Attest: -17- - - - ':.- CITY OF CLEARWATER ..- -- ./ lP.f~l:It~i