LEASE AND OPERATING AGREEMENT (4)LEASE AND OPER.ATING AGREEMENT
This Lease and Operating Agreement (the "Agreement"), is
made and entered into this �f� day of C'{�a�L, 2012, by and
between the City of Clearwater, a Florida municipality,
hereinafter called the "Lessor", and Clearwater Airpark, Inc.,
hereinafter called the "Lessee".
This agreement represents the whole and entire agreement
between Lessee and Lessor and incorporates City's Request for
Proposal, Lessee's Response and all attachments thereto.
Article I
Article II
Article III
Article IV
Article V
Article VI
Article VII
Article VIII
Article IX
Article X
Article XI
Article XII
Article XIII
Article XIV
Article XV
Article XVI
Attachment A
Attachment B
Attachment C
Attachment D
Attachment E
ARTICLES
Term
Aviation Operations Area
-- Rights, Obligations, and Minimum
Operating Standards
Appurtenant Privileges
Payments
Utilities
Insurance
Indemnification
Disclaimer of Warranties
Lessee as Independent Contractor
Assignment
Nondiscrimination
Requirements of the United States
Default and Termination
Miscellaneous Provisions
Leasehold Improvements
ATTACHMENTS
-- Drawing of Leased Premises
-- Tie-Down/Hangar Lease Form
-- Tie-Down/Hangar Rental Rates
-- ADA Deficiencies Q Air Ops. Bldg.
(no longer applicable)
-- Minimum periodic maintenance standards
and Mowing Specifications
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W I T N E S S E T H:
WHEREAS, Lessor has jurisdiction over the safe operation
and maintenance of the Premises and improvements to the City-owned
land within the territorial limits of the City of Clearwater, now
known as the "Clearwater Airpark" (the "Airpark"); and
WHEREAS, Professional aeronautical services are
essential to the proper accommodation of private and commercial
aviation at the Airpark; and
WHEREAS, Lessor desires to make such services available
at the Airpark through independent operators and Lessee desires to
provide such services as an independent operator.
NOW, THEREFORE, in consideration of the Promises and the
mutual covenants contained in this Agreement, the parties hereby
agree as follows:
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ARTICLE I
TERM
The initial term of this Agreement shall be for a period
of 60 months, commencing on the first day of December 2012 and
continuing through the 30th day of November 2017 (the "Termination
Date"), unless earlier terminated under the provisions of this
Agreement. This is the first five (5) year lease period. Lessee
with Lessor's consent may renew this Lease Agreement for one (1)
additional consecutive five (5) year lease period if agreeable to
both parties, upon the same terms and conditions, subject to
Lessor and Lessee negotiating in good faith a new rental rate
schedule within the last 60 days of said lease term or any
extension thereof, and subject to Lessee having not been in
material default under the terms and provisions of this said
Lease.
ARTICLE II
AIRPARK OPERATIONS AREA
Lessor hereby leases to Lessee, and Lessee hereby leases
from Lessor, all facilities and improvements located on the
following property, identified and shown on Exhibit A hereto and
having a mailing address of 1000 North Hercules Ave. Clearwater FL
34625(the Airpark Operations Area):
A. Airpark Operations Area Described as follows:
Commence at the center of Section 12, Township 29
South, Range 15 East; thence run North 89°19'10"
West, along the East-West centerline of said Section
12, 50.00 feet, to a point on the West right-of-way
line of Hercules Avenue; thence run South 00°16"59"
West, 22.07 feet, for a Point of Beginning of Parcel
l. Thence run North 89°21'07" West, 519.10 feet;
thence run North 03°51'07" West, 92.96 feet; thence
run North 29°57'09" West, 132.28 feet; thence run
North 21°27'15" West, 204.07 feet; thence run South
89°21'07" East, 88.01 feet; thence run North
00°16'59" East, 134.20 feet; thence run North
89°09'12" West, 230.01 feet; thence run South
00°38'53" West, 95.00 feet; thence run North
89°21'07" West, 237.84 feet to a point also referred
to as point "A" for convenience; thence run South
25°13'17" East, 1869.75 feet; thence run South
89°49'19" West, 131.67 feet; thence run South
00°16'59" West, 220.46 feet; thence run South
89°22'16" East, 375.00 feet; thence run North
00°16'59" East, 1469.04 feet to the P.O.B. for
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Parcel;
Together with:
l. Commence at point "A"; thence run North 25°13'17"
West, 15.25 feet for a Point of Beginning of Parcel
2. Thence run North 00°16'59", East, 906.84 feet;
thence run North 89°19'26" West, 434.06 feet; thence
run South 25°13'17" East, 1008.06 feet to the P.O.B.
for Parcel 2.
B. Improvement on said real property as follows:
Five (5) covered "T" hangar buildings, four (4)
multiple bay shade hangars, all hard stand and sod
aircraft tie down parking spaces; a 3600 square foot
(MOL) operations building; one maintenance hangar of
8,487 feet (MOL); two (2) corporate hangars; two (2)
twelve thousand (12,000) gallon fuel tanks and pumps;
and facilities related to or dependent upon the
described improvements.
The Airpark operations area and the improvements thereto are
referred to as the "Premises."
C. Maintenance and Repair:
1. Lessee shall maintain the Premises and all
structures in their present condition. The Lessee agrees to
maintain in a good state of repair, at all times, all leased
grounds and structures, including all interior maintenance. For
the purpose of this Agreement, Airpark Operations Area interior
maintenance is defined as the maintenance and keeping in good
repair of the interior walls and ceilings, painting, repairs or
alterations of plumbing, doors, window or door glass, electrical
fixtures, air conditioning, water fixtures, locking devices and
all other fixtures; janitorial services such as sweeping, dusting,
mopping and waxing floors; relamping; interior and exterior
washing of windows; and the arrangement for sanitary removal of
trash from the Premises. The Lessee shall not be responsible for
the maintenance of the structural integrity of the leased
structures with the exception of the (1) above ground portion of
the fuel pumping system and (2) existing sign maintenance. Fuel
tanks and all public and common or joint use areas of the Airpark
shall be the responsibility of the Lessor.
D. Lessee's contact with the Lessor in connection with
the Premises herein leased shall be with the Lessor's Staff Member
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designated by the City Manager, subject to the terms and
provisions of this Lease, which may not be waived, modified, or
amended except in writing executed by the Lessor.
E. The parties agree that the Lessor has the right to
add, remove, repair or relocate structures on the Premises at no
cost to Lessee. Lessee agrees that no structural, electrical or
other modification to any structure on the Premises shall be
permitted without the express written consent of Lessor. If any
alteration or modification takes place without Lessor's written
permission, then, upon written request by Lessor, Lessee agrees to
return that part of the Premises modified, altered or affected
without consent from Lessor to its original condition. If Lessee
fails to return that part of the Premises which was modified or
altered without written consent to its original condition within
thirty (30) days from receipt or written request from Lessor, then
Lessor shall be entitled to return that part of the Premises to
its original condition, and shall be entitled to recover the cost
and expenses from Lessee. Emergency repairs may be made by Lessee
for the safety of individuals and prevention of damage to real and
personal property.
F. The Lessee agrees to comply with the American
Disabilities Act (ADA) requirements as they pertain to the Airpark
Operations Building.
G. Lessee agrees to maintain the Premises according to
the minimum periodic maintenance standards described in Exhibit E.
ARTICLE III
RIGHTS, OBLIGATIONS, AND MINIMUM OPER.ATING STANDARDS
Lessee shall provide the following Aeronautical Activities at
the Airpark:
l. Rental of hangar and tie down space
2. Sale of aviation petroleum products
3. Aircraft rental
4. Repair and maintenance of airplanes
In addition to these activities, Lessee is also granted the
right, but is not obligated to conduct the following Aeronautical
Activities at the Airpark:
l. Aircraft sales
2. Flight instructions
3. Flying club(s)
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4. Aerial surveying
5. Sightseeing
6. Air Taxi operations
7. Air Freight operations
8. Charter operations
The standards established herein set forth the minimum
operating standards to be met as a condition for the right to
conduct any Aeronautical Activity or endeavor at the Airpark.
Lessee agrees that all Aeronautical Activities authorized under
this agreement will be performed in accordance with the minimum
operating standards established herein; including such reasonable
amendments as may be adopted by Lessor from time to time. Lessor
may also review and approve all contracts, leases, subleases or
other agreements that Lessee enters into to provide Aeronautical
Activities. Lessee's failure to obtain Lessor's written approval
for any Aeronautical Activity shall, at the option of Lessor, be a
default under this Agreement.
The Lessee shall be responsible for the enforcement of the
provisions contained in the Tie Down/Hangar Lease Form (EXHIBIT B
or the Form) and shall take action to correct any violation within
twenty-four (24) hours of written notice from Lessor. Lessor
reserves the right to add, remove or revise any section(s) of the
Form, or replace the Form in its entirety. Lessee shall be
responsible to enforce the Form and any amendments at all times,
and Lessee's failure to enforce shall result in a default after
thirty (30) days written notice from Lessor.
A. Definitions
l. Aeronautical Activity - Shall mean any activity
which involves, makes possible, or is required for the operation
of aircraft or which contributes to, or is required for, the
safety of such operations and shall include, but not by way of
limitation, all activities commonly conducted at airports, such as
charter operations, pilot training, aircraft rental, sightseeing,
aerial photography, surveying, aircraft sales and service, sale of
aviation petroleum products (whether or not conducted in
conjunction with other included activities), repair and
maintenance of aircraft, sale of aircraft parts, sale and
maintenance of aircraft accessories, radio, communication and
navigation equipment, flying clubs and any other activity which,
because of its direct relationship to the operation of aircraft,
can appropriately be regarded as an "aeronautical activity".
Aeronautical activity shall not include scheduled air carrier
operations, glider training and operations, aerial advertising,
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crop dusting, all manufacturing, fabricating or assembly
operations or ultra light operations; therefore, these activities
are expressly prohibited.
2. Agreement - Shall mean the Lease and Operating
Agreement.
3. Air Operations Area - Shall mean those portions of
the Airpark provided and made available by City for aircraft and
related operations, and shall include aircraft runways, taxiways,
ramps, aprons and aircraft parking spaces, and areas directly
associated therewith which are not leased by Lessee or any other
tenant at the Airpark.
4. Airpark - Shall mean the Clearwater Airpark, owned by
the City.
5. City - Shall mean the City of Clearwater, Florida,
and any of the appointed officials of the City who are vested with
the specific authority to govern the activities of the Airpark.
6. Airpark Tenant - Shall mean any entity authorized by
this Agreement to conduct Aeronautical Activities
7. Fixed Base Operator (FBO) - Shall mean the entity
authorized by this Agreement to conduct Aeronautical Activities at
the Airpark. For purposes of this Agreement, the Lessee and the
FBO are the same entity.
8. Master Plan - Shall mean the master plan as adopted
by the City Commission on October 5, 2000, and any subsequent
amendments approved by the Lessor's City Council, and the scaled
dimensional layout of the entire Airpark, indicating current and
proposed usage for each identifiable segment as approved by the
Lessor and the State of Florida.
9. Tie Down/Hangar Lease Agreements - Shall mean the
agreement forms supplied by the Lessor and used by the Lessee to
sub-lease any covered shade, enclosed or tie down hanger spaces.
10. Structures - Above ground buildings, runways,
taxiways and other objects permanently affixed to the ground.
B. Standard Requirements for all Services
In providing any of the required services or activities
specified herein, Lessee shall operate for the use and benefit of
the public and shall meet or exceed the following standards:
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1. Lessee shall furnish service on a fair, reasonable
and nondiscriminatory basis to all users of the Airpark. Lessee
shall furnish good, prompt, and efficient service adequate to meet
all reasonable demands for its services at the Airpark. Lessee
shall charge fair, reasonable, and nondiscriminatory prices for
each unit of sale or service; provided, however, that Lessee may
be allowed to make reasonable and nondiscriminatory discounts,
rebates or other similar types of price reductions to volume
purchasers. Lessee shall obtain Lessor's written approval thirty
(30) days in advance when changes in rental rates are proposed.
Increases in shade hanger, T-hanger and tie down rates must be
approved by Lessor, and shall be limited to the same percentage
increases of the consumer price index for the previous 12 months.
The rates in effect as of the date of this Agreement are attached
as Exhibit C of this Agreement.
2. Lessee shall select and appoint a full-time manager
of its operations at the Airpark. The manager shall be qualified
and experienced and vested with full power and authority to act in
the name of Lessee with respect to the method, manner and conduct
of the operation of the fixed base services. The manager shall be
available at the Airpark during regular business hours. During
the manager's absence a duly authorized and adequately trained
subordinate shall be in charge and available at the Airpark.
Lessee agrees that a duly authorized representative shall attend
Lessor's monthly Airpark Authority meeting to report on the
Airpark and to answer any questions about the Airpark. Lessee
further agrees to attend any meeting that Lessor deems necessary
that may involve the operation of the Airpark.
3. Lessee shall provide, at its sole expense, no fewer
than two (2) full-time qualified and trained employees during
hours of operation to provide effectively and efficiently the
services required or authorized by this Agreement.
4. Lessee shall control the conduct, demeanor and
appearance of its employees, who shall be trained by Lessee and
who shall possess such technical qualifications and hold such
certificates of qualification as may be required in carrying out
assigned duties. It shall be the responsibility of Lessee to
maintain close supervision over its employees to assure a high
standard of service to customers of Lessee. Lessee shall provide
all of its employees collared shirt uniforms identifying
themselves as Lessee's employees
5. Lessee shall meet all expenses and payments in
connection with the use of the Premises and the rights and
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privileges herein granted, including licenses, taxes or permits
required by law in the normal course of business. Lessee may,
however, at its sole expense and cost, contest any tax, fee or
assessment.
6. Lessee shall comply with all federal, state, and
local laws and standards set forth in the Airpark master plan,
which may be amended from time to time. Lessee shall keep in
effect and post in a prominent place all necessary or required
licenses or permits.
7. It is expressly understood and agreed that, in
providing required or optional services pursuant to the Agreement,
Lessee shall select all vendors, suppliers or other users of the
Airpark.
8. During the term of the Agreement, Lessee shall have
the right, at its expense, to place in or on the Premises a sign
or signs identifying Lessee. Said sign or signs shall be of a
size, shape and design and at a location or locations approved by
Lessor, and must comply with all City code requirements.
Notwithstanding any other provision of the Agreement, said sign(s)
shall remain the property of Lessee. Lessee shall remove, at its
expense, all lettering, signs and placards so erected on the
Premises at the expiration of the term of the Agreement, or upon
written notice by Lessor. Lessee further agrees to provide an
area within the operations building, an information dissemination
point for City sponsored promotions, events and activities.
Lessee shall sponsor at least once annually an open house day at
the Airpark which date and time must be approved by Lessor. Lessee
agrees to expend at least one thousand dollars ($1,000.00)
annually to fund the open house day.
9. Lessee shall use the standard tie down/hangar space
Lease form attached as Exhibit B for hangar and tie down space
rentals. Copies of each executed lease agreement shall be made
available to the Lessor upon request. Hangar vacancies shall be
filled on a"first come, first serve" basis in accordance with a
waiting list maintained by the Lessee and made available to the
Lessor and general public upon request.
10. The Lessee shall provide, upon Lessor's written
request documentation as to the Lessee's technical and financial
ability to perform the services of proposed operation at all times
during the term of this lease. Such evidence of technical and
financial ability shall consist of, but not necessarily be limited
to, a statement of financial position certified by an officer of
the Lessee as to its correctness and reviewed by the City auditor
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and other licenses, permits or certificates required by law and
applicable to Lessee's proposed operation.
11. Lessee shall not do business on the Premises in any
business name other than the name of the business as it appears in
this Agreement without written permission by the Lessor.
C. Minimum Requirements - Aviation Petroleum and Ramp
Services
1. Buildings - The Lessor shall provide a building to
serve as a General Aviation Terminal for use by the Lessee that
contains at least 2,000 square feet of properly lighted space for
office space, storage, a public waiting area that includes indoor
restroom facilities, restaurant or appropriate vending machines
and a public use telephone. The Airpark Authority and the Lessor
shall have the right to conduct regular and special meetings in
this building at no cost.
2. Personnel - Lessee shall employ at least two (2)
full-time employees properly trained in aircraft fueling and ramp
safety procedures.
3. Services - Lessee shall provide aircraft ground
guidance within the uncontrolled areas adjacent to the Premises
and ramp service, including sale and into plane delivery of
aviation fuels, lubricants, and other related aviation products.
Lessee shall provide apron servicing of and assistance to
aircraft, including itinerant parking, storage, and tie down
service for both based and itinerant aircraft upon or within
facilities leased to Lessee or aircraft parking areas designated
by Lessor and described in the lease.
Customary accommodations for the convenience of users,
including passenger and pilot lounge areas, information services
and telephone service connections to the Flight Service Station
and/or the United States Weather Bureau, pilot accessories,
appropriate vending machines, and rental car services as may be
appropriate shall be provided by the Lessee.
Lessee shall ensure the availability of an adequate number
and type of fire extinguishers, and pieces/units of appropriate
ground support equipment (GSE), to meet airport user requirements
and all applicable governmental Codes.
Lessee shall provide, maintain and operate an airport UNICOM
providing continuous airport advisory services during the hours
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set forth in paragraph 5, Hours of Operation. By federal law,
Lessee shall be the sole licensed UNICOM operator at the Airpark.
4. Fuel Facilities and Fuel Supply - The City shall furnish
at least two (2) leased metered and filter equipped dispensers,
for dispensing 100-octane aviation fuel f rom storage tanks having
a minimum capacity of 12,000 gallons each.
Lessee shall ensure the maintenance of pumping equipment in
as is condition and meeting all applicable safety requirements
with reliable metering, filtering and grounding devices subject to
independent inspection and with a pumping efficiency capable of
servicing aircraft. An adequate supply of 100 octane fuel will be
maintained at all times and Lessee will secure and maintain an
ongoing contract with a fuel supplier to ensure continuous supply
of aviation fuel. Lessee shall be responsible for dispensing
equipment on the Premises regardless of ownership.
Automobile fuel may be dispensed at the Airpark under terms
and conditions that may be subsequently agreed upon between the
Lessor and the Lessee.
5. Hours of Operation - Aircraft shall be permitted to
operate from Clearwater Airpark between 7:00 am and 11:00 pm for
takeoffs and landings. The Airpark shall be closed to takeoffs
and landings at all other times except when authorized in writing
by the City Manager or designated representative. Takeoffs and
landings beginning at 6:00 am for traffic reporting aircraft shall
only be with the written permission of the City Manager, and such
permission is revocable at any time within the City manager's sole
discretion. Emergency "on call" service will be provided during
off duty hours by Lessee.
6. INSURP,NCE COVER.AGE: Lessee shall obtain at Lessee's
expense, and continuously maintain in effect at all times during
the term of the Agreement, insurance for Fixed Base Operator
(Fueling) and/or Self-Fueling Operator to include broad form
contractual liability and the following coverage:
a. Fixed Base Operator (Fueling)
i. General Liability to include bodily injury, personal
injury and property damage for all premises,
unlicensed vehicles, and contractual liability in an
amount not less than $1,000,000, Combined Single
Limit Per Occurrence, or equivalent.
ii. Vehicular Liability to include bodily injury and
property damage for all licensed vehicles owned,
non-owned, or hired in an amount not less than
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$1,000,000, Combined Single Limit per Occurrence.
iii. Hangar Keeper's Liability to include property damage
for all non-owned aircraft under the care, custody
or control of the operator in an amount not less
than $1,000,000 Each Aircraft and $1,000,000 Each
Occurrence.
iv. Environmental Impairment to include pollution Legal
Liability and Remediation Legal Liability in an
amount not less than $1,000,000, Combined Single
Limit per Occurrence.
v. Workers' Compensation as required by the State of
Florida.
vi. Fire and Extended Coverage to be maintained in an
amount not less than the full replacement value(FRV)
of airport facilities on leasehold premises.
Products and Completed Operations in an amount not
less than $1,000,000, Combined Single Limit per
Occurrence.
b. Self-Fueling Operator (Fueling)
i. General Liability to include bodily injury, personal
injury and property damage for all premises,
unlicensed vehicles, and contractual liability in an
amount not less than $1,000,000, Combined Single
Limit Per Occurrence, or equivalent.
ii. Vehicular Liability to include bodily injury and
property damage for all licensed vehicles owned,
non-owned, or hired in an amount not less than
$1,000,000, Combined Single Limit per Occurrence.
iii. Environmental Impairment to include pollution Legal
Liability and Remediation Legal Liability in an
amount not less than $1,000,000, Combined Single
Limit per Occurrence.
iv. Workers' Compensation as required by the State of
Florida.
v. Fire and Extended Coverage to be maintained in an
amount not less than the full replacement value
(FRV) of airport facilities on leasehold premises.
vi. Products and Completed Operations in an amount not
less than $1,000,000, Combined Single Limit per
Occurrence.
D. Minimum Requirements - Flight Training
1. Personnel - Lessee shall employ Certified Flight
instructors sufficient in number to meet service demands and
currently certified by the Federal Aviation Administration, with
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appropriate ratings to provide ground instruction, private,
commercial, and instrument flight training.
2. Aircraft - At least one (1) airworthy, properly equipped
instrument single-engine aircraft, owned or leased in writing to
the Lessee shall be furnished by the Lessee.
3. Hours of Operation - The normal operating hours for
flight training will be from 8:00 a.m. to 5:00 p.m. 5 days per
week exclusive of Holidays.
4. Customer Notification - Lessee shall post a sign or
placard visible to all renter pilots giving notification of
insurance coverage, student pilot liability, and other legal risks
associated with the aircraft rental agreement.
5. INSUR.ANCE COVERAGE: Lessee shall obtain at Lessee's
expense, and continuously maintain in effect at all times during
the term of the Agreement, insurance for Flight Training to
include broad form contractual liability and the following
coverage:
a. Flight Training
i. General Liability to include bodily injury, personal
injury and property damage for all premises,
unlicensed vehicles, and contractual liability in an
amount not less than $1,000,000, Combined Single
Limit Per Occurrence, or equivalent.
ii. Vehicular Liability to include bodily injury and
property damage for all licensed vehicles owned,
non-owned, or hired in an amount not less than
$1,000,000, Combined Single Limit per Occurrence.
iii. Aircraft and Passenger Liability to include bodily
injury, property damage, and passenger injury, with
a minimum of $1,000,000 per passenger, for all owned
or operated aircraft.
iv. Workers' Compensation as required by the State of
Florida.
v. Fire and Extended Coverage to be maintained in an
amount not less than the full replacement value
(FRV) of airport facilities on leasehold premises.
E. Minimum Requirements - Aircraft Rental
1. Personnel - Certified Flight instructors sufficient in
number to meet service demands with ratings appropriate for
aircraft for rent and currently certified by the Federal Aviation
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Administration shall be employed.
2. Aircraft - A total of at least one airworthy, properly
equipped aircraft to include at least one airworthy, properly
equipped instrument single-engine aircraft, owned or leased in
writing to the Lessee shall be furnished by the Lessee.
3. Hours of Operation - The normal operating hours for
Aircraft rental will be from 8:00 a.m. to 5:00 p.m., 5 days per
week, exclusive of Holidays.
4. Customer Notification - The Lessee shall post a sign or
placard visible to all rental customers giving notification of
insurance coverage, renter liability, and other legal risks
associated with the aircraft rental agreement.
5. INSUR.ANCE COVER.AGE: Lessee shall obtain at Lessee's
expense, and continuously maintain in effect at all times during
the term of the Agreement, insurance for Aircraft Rental to
include broad form contractual liability and the following
coverage:
a. Aircraft Rental
i. General Liability to include bodily injury, personal
injury and property damage for all premises,
unlicensed vehicles, and contractual liability in an
amount not less than $1,000,000, Combined Single
Limit Per Occurrence, or equivalent.
ii. Vehicular Liability to include bodily injury and
property damage for all licensed vehicles owned,
non-owned, or hired in an amount not less than
$1,000,000, Combined Single Limit per Occurrence.
iii. Aircraft and Passenger Liability to include bodily
injury, property damage, and passenger injury, with
a minimum of $1,000,000 per passenger, for all owned
or operated aircraft.
iv. Workers' Compensation as required by the State of
Florida.
v. Fire and Extended Coverage to be maintained in an
amount not less than the full replacement value
(FRV) of airport facilities on leasehold premises.
F. Minimum Requirements - Aircraft Sales
1. Personnel - At least one (1) commercial pilot(s)
currently certified by the Federal Aviation Administration, with
ratings appropriate for the types of aircraft to be demonstrated
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shall be employed by the Lessee.
2. Dealerships - It shall be at the discretion of the
Lessee: (1) whether to be an authorized factory dealer; or (2)
what manufacturer the Lessee chooses to represent. All aircraft
dealers shall hold a dealership license or permit.
3. INSUR.ANCE COVER.AGE: Lessee shall obtain at Lessee's
expense, and continuously maintain in effect at all times during
the term of the Agreement, insurance for Aircraft Sales to
include broad form contractual liability and the following
coverage:
a. Aircraft Sales
i. General Liability to include bodily injury, personal
injury and property damage for all premises,
unlicensed vehicles, and contractual liability in an
amount not less than $1,000,000, Combined Single
Limit Per Occurrence, or equivalent.
ii. Vehicular Liability to include bodily injury and
property damage for all licensed vehicles owned,
non-owned, or hired in an amount not less than
$1,000,000, Combined Single Limit per Occurrence.
iii. Hangar Keeper's Liability to include property damage
for all non-owned aircraft under the care, custody
or control of the operator in an amount not less
than $1,000,000 Each Aircraft and $1,000,000 Each
Occurrence.
iv. Aircraft and Passenger Liability to include bodily
injury, property damage, and passenger injury, with
a minimum of $1,000,000 per passenger, for all owned
or operated aircraft.
v. Workers' Compensation as required by the State of
Florida.
vi. Fire and Extended Coverage to be maintained in an
amount not less than the full replacement value
(FRV) of airport facilities on leasehold premises.
vii. Products and Completed Operations in an amount not
less than $1,000,000, Combined Single Limit per
Occurrence.
G. Minimum Requirements - Air Taxi Operations
Lessees engaging in air taxi and/or commuter airline operations
must be certified by the Federal Aviation Administration under
Federal Aviation Regulation Part 135 and Part 121 and registered
with the Civil Aeronautics Board under the Economic Regulations of
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Part 298, and meet the following minimum standards.
1. Personnel - A sufficient number of commercial and/or
airline transport pilot(s) shall be employed plus additional such
pilots part-time and/or on call sufficient in number to meet
service demands and currently certified by the Federal Aviation
Administration to conduct the air taxi.
2. Aircraft - A minimum of one (1) airworthy, instrument
aircraft is required. Beyond this minimum requirement, it shall
be left to the discretion of the Lessee to provide the type,
category, class, size and number of aircraft to meet the scope and
magnitude of the service performed. All aircraft will be owned or
leased in writing to the Lessee and will be airworthy and meet all
requirements of the certificate held. Such aircraft shall be
under the full operational control of the Lessee.
3. INSUR.ANCE COVER.AGE: Lessee shall obtain at Lessee's
expense, and continuously maintain in effect at all times during
the term of the Agreement, insurance for Aircraft Taxi Operation
to include broad form contractual liability and the following
coverage:
a. Aircraft Taxi Operations
i. General Liability to include bodily injury, personal
injury and property damage for all premises,
unlicensed vehicles, and contractual liability in an
amount not less than $1,000,000, Combined Single
Limit Per Occurrence, or equivalent.
ii. Vehicular Liability to include bodily injury and
property damage for all licensed vehicles owned,
non-owned, or hired in an amount not less than
$1,000,000, Combined Single Limit per Occurrence.
iii. Aircraft and Passenger Liability to include bodily
injury, property damage, and passenger injury, with
a minimum of $1,000,000 per passenger, for all owned
or operated aircraft.
iv. Workers' Compensation as required by the State of
Florida.
v. Fire and Extended Coverage to be maintained in an
amount not less than the full replacement value
(FRV) of airport facilities on leasehold premises.
Separate insurance policies are not required as long as the
minimum requirements set forth in the Lease Agreement are met.
16
ARTICLE IV
APPURTENANT PRIVILEGES
A. Use of Airpark Facilities - Lessee shall be entitled, in
common with others so authorized, to the use for their intended
purposes of all facilities and improvements of a public nature
which now are or may hereafter be connected with or appurtenant to
the Airpark, including the use of landing areas, runways,
taxiways, navigational aids, terminal facilities and aircraft
parking areas designated by Lessor.
B. Maintenance of Airpark Facilities
1. Lessor shall maintain all public and common or joint
use areas of the Airpark in good repair, and shall make such
repairs, replacements or additions thereto as are required and
necessary for the safe and efficient operation of the Airpark.
2. Lessee shall keep all areas, including those common
use areas within a distance of one hundred (100) feet from the
Premises, free from trash, debris, litter, and all other discards.
3. Lessee shall notify the Lessor's Marine & Aviation
Department Staff Liaison of any condition requiring repairs,
replacements or additions necessary for the safe and efficient
operation of the Airpark. Lessor shall not be liable to Lessee,
its agents, employees or customers, for any damages resulting from
any condition arising after the execution of this Lease unless
Lessee has notified the Lessor's Marine & Aviation Department
Staff Liaison and has confirmed such notification in writing
directed to the Lessor prior to the occurrence of any loss.
4. Lessee shall maintain all grass and landscape
vegetation on the Premises. Lessee agrees to mow and maintain the
Airpark grass as described on the mowing specifications in Exhibit
E, or as revised by Lessor throughout the term of this agreement.
If Lessee fails to maintain Airpark as per Lessor's
specifications, Lessor at its option may hire a contractor to
maintain and bill Lessee accordingly.
C. Airspace and Approaches - Lessor reserves the right to
take any action it considers necessary to protect the airspace and
approaches of the Airpark against obstruction, together with the
right to prevent Lessee from erecting, or permitting to be
erected, or locating any building, object, or structure on the
Premises or adjacent to the Airpark which, in the opinion of the
Lessor, would limit the usefulness of the Airpark or constitute a
hazard to aircraft.
1�
ARTICLE V
PAYMENTS
A. Rent and Fees - In consideration of the rights and
privileges granted by this Agreement, Lessee agrees to pay Lessor
during the term of this agreement rent of Twenty Thousand Three
Hundred Ninety-Nine Dollars and Seventy-Six Cents ($20,399.76) per
month rent for Airpark and hangar rentals, plus Five Hundred Sixty
Dollars and Ninety-Seven Cents ($560.97) plus tax room rental, for
a combined total of $21,000.00 monthly, plus ten cents ($.10) per
gallon fuel flowage fee for all fuel deliveries received at the
Airpark � to 90,000 gallons. After 90,000 gallons the fuel
flowage fee is increased to twenty cents ($.20) per gallon. Lessee
agrees to pay Lessor sales tax on all Rent and Fee payments.
B. Payments - All rent and fee payments shall be paid
monthly in advance on the tenth (10) day of each month during the
term of this Agreement. Lessee agrees to pay the pro rata share of
any partial month during the beginning or end of this agreement.
Lessor shall determine and assess a CPI increase yearly on January
lst for all rent and fee payments.
C. Delinquency Charge - A rent and fee payments shall be
delinquent if not paid on or before the tenth (lOt'') day following
the due date, and shall accrue interest at the maximum amount
allowable by law, until paid.
D. Place of Payment - Al1 payments due Lessor from Lessee
shall be delivered to the Marine & Aviation Department, City of
Clearwater, 25 Causeway Boulevard, Clearwater, Florida 33767.
E. Taxes and Assessments - Lessee shall pay all taxes and
assessments against property leased to Lessee by this Agreement,
and against the leasehold and any other property interests under
this Agreement.
F. Records - Lessee shall maintain in accordance with
generally accepted accounting principles and keep for a period of
five (5) years and for such additional reasonable period as the
Lessor may request, records and books of account and such other
records as the Lessor may reasonably request. Lessee shall record
all transactions for the conduct of the business provided for
herein, all of which records and books of account shall be made
available at the Airpark, or in such other location as may be
requested in writing by the Lessor.
G. Lessee will submit to the Lessor an annual financial
report prepared in accordance with generally accepted auditing
standards and compliance with the Lease Agreement. The report
1s
will be submitted to the City no later than one month after the
completion of the Lessee's Fiscal Year, and Lessor, at its option
may inspect Lessee's financial records upon written notice.
The statement used by the Lessee to report such sales will be in
such form as to be satisfactory to the City Manager or his
designee, and must be certified as correct by the Lessee's chief
financial officer, or his designee, showing the amount of gross
sales at and/or from the demised premises during the monthly
periods reported by the statement in the amount of year-to-date
gross sales for the calendar year.
H. The acceptance by Lessor of any statement by Lessee, or
of any payment, shall not be deemed a waiver of the right of
Lessor to claim additional payment after a review and inspection
of Lessee's books and records nor shall such acceptance constitute
a waiver by Lessee of any claim for a refund from Lessor for any
overpayment.
2. Lessee will use cash and credit control devices of a
type acceptable to Lessor and that accurately reflect the gross
revenues of Lessee from all sales.
ARTICLE VI
UTILITIES
Lessee agrees to pay the cost of all utilities for the facilities
leased. In the event Lessee fails to pay any utility bills when
due, Lessor may, at its option, pay the same and collect from
Lessee the amounts so disbursed, plus interest at the maximum rate
allowable by law until paid, and in such event, this Agreement is
subject to termination at the option of the Lessor.
ARTICLE VII
INSURANCE
INSURANCE COVERAGE: Lessee shall obtain at Lessee's expense,
and continuously maintain in effect at all times during the term
of the Agreement, insurance for claims arising from injuries to
persons or damages to property, which may arise from or in
connection with this Lease to include broad form contractual
liability and the following coverage:
1. Minimum Scope of Insurance
a. Commercial General Liability to include bodily injury,
personal injury and property damage for all premises,
unlicensed vehicles, and contractual liability in an
19
amount not less than $1,000,000, Combined Single Limit
Per Occurrence, or equivalent.
b. Vehicular Liability to include bodily injury and
property damage for all licensed vehicles owned, non-
owned, or hired in an amount not less than $1,000,000,
Combined Single Limit per Occurrence.
c. Hangar Keeper's Liability to include property damage
for all non-owned aircraft under the care, custody or
control of the operator in an amount not less than
$1,000,000 Each Aircraft and $1,000,000 Each
Occurrence.
d. Workers' Compensation and Employer's Liability as
required by the State of Florida.
e. Fire and Extended Coverage to be maintained in an
amount not less than the full replacement value (FRV)
of airport facilities on leasehold premises.
f. Products and Completed Operations in an amount not
less than $1,000,000, Combined Single Limit per
Occurrence.
g. Premises and Operations
h. Independent Contractors
i. Aircraft Liability to include single limit bodily
injury and property damage in an amount not less than
$1,000,000 limit per passenger.
j. Air Meet Liability Coverage purchased as needed for
special events/Air Meets and to include adequate
limits to cover such events.
2. Minimum Limits of Insurance
a. Lessee shall maintain limits and types of insurance
coverage as provided in this Lease and Operating
Agreement. The minimum limits and types of insurance
that Lessee shall maintain in general are set forth in
this Lease. However, the limits and types of
insurance coverage for specific activities of the
Lessee at the Airpark are set forth in Article III and
the Lessee is required to maintain that coverage if
that specific activity is engaged in by the Lessee and
is not otherwise covered by the terms of the general
insurance coverage. If the specific activity engaged
in by the Lessee is insured by the provisions of its
general coverage provided pursuant to the requirements
of this Article VII, then the insurance requirements
for that activity under Article III will be deemed
satisfied and no additional insurance policy or
endorsement to a policy shall be required of the
Lessee.
20
3. Other insurance Provision
a. Policies are to contain, or be endorsed to contain,
the following provisions:
i.
ii.
iii.
iv.
u
General Liability and Automobile Liability
Coverage: The Lessor, its officials, employees
and volunteers are to be covered as insured in
respect to liability arising out of activities
performed by, or on behalf of, the Lessee;
products and completed operations of the
Lessee; Premises owned, leased or used by the
Lessee; or automobiles owned, leased, hired or
borrowed by the Lessee. The coverage shall
contain no special limitations on the scope of
protection afforded to the Lessor, its
officials, employees or volunteers.
The Lessee's insurance coverage shall be
primary as respect to the Lessor, its
officials, employees and volunteers. Any
insurance or self-insurance maintained by the
Lessor, its officials, employees or volunteers
shall be excess of Lessee's insurance and shall
not contribute with it.
Any failure to comply with reporting provisions
of the policies shall not affect coverage
provided to the Lessor, its officials,
employees or volunteers.
Coverage shall state that Lessee's insurance
shall apply separately to each insured against
whom claim is made or suit is brought, except
with respect to the limits of the insurer's
liability.
Workers' Compensation and Employers' Liability
Coverage: The Lessee shall agree to waive all
rights of subrogation against the Lessor, its
officials, employees and volunteers for losses
arising from work performed by Lessee for the
Lessor.
b. Deductibles and Self-Insured Retentions
i. Any deductibles
be declared to
City may requir
ability to
investigations,
defense expenses
21
or self-insured retentions must
and approved by the City. The
e the Lessee to provide proof of
pay losses and related
claims administration, and
within the retention
c. Subcontractors of Subleases
i. Lessee shall include all
subcontractors/subleases as insured under its
policies or shall verify and furnish separate
Certificates and endorsements for each
subcontractor/sublessee. All coverage for
subcontractors/sublessee shall be subject to all
of the requirements stated herein
4. All Coverage
a. Each insurance policy required by this clause
shall be endorsed to state that coverage shall
not be suspended, voided, canceled, reduced in
coverage or in limits except after thirty (30)
days prior written notice via certified mail,
return receipt requested, has been given to the
Lessor.
b. If the Lessee is underwritten on a claims made
basis, the Retroactive Date shall be prior to
or coincide with the date of this Agreement and
the Certificate of Insurance shall state that
coverage is claims made and also the
Retroactive Date. The Lessee shall maintain
coverage for the duration of this Lease and for
the two (2) years following the completion of
this Lease. It is further agreed that the
Contractor shall provide the Lessor a sixty
(60) day notice of aggregate erosion, in
advance of the Retroactive Date, cancellation
and/or renewal. It is also agreed that either
the Lessee or Lessor may invoke the tail option
on behalf of the other party and the Extended
Reporting Period (ERP) premium shall be paid by
the Lessee.
Verification of Coverage
a. The Lessee will provide the City with a Certificate or
Certificates of Insurance showing the existence of
coverage. In addition, the Lessee will provide to the
City, if requested in writing, certified copies of all
policies of insurance. The Lessee will maintain the
required coverage with a current Certificate or
Certificates of Insurance throughout the term of the
lease with the City. New Certificates and new
certified copies of policies shall be provided to the
22
City whenever the policy is renewed, revised, or
obtained from other insurers. The address where such
Certificates and certified policies shall be sent or
delivered is as follows:
City of Clearwater
Attention: City Clerk
P.O. Box 4748
Clearwater, FL 33758-4748
5. Loss Control/Safety
a. Precaution shall be exercised at all times by the
Lessee for the protection of all persons, including
employees, and property. The Lessee shall be expected
to comply with all applicable laws, regulations, or
ordinances related to safety and health, and shall
make special efforts where appropriate to detect
hazardous conditions, and shall take prompt action
where loss control/safety measures should reasonably
be expected.
ARTICLE VIII
LIABILITY 1�11�TD INDEMNIFICATION
A. Lessee agrees to assume all risks of the Premises and
all liability therefore, and shall defend, indemnify, and hold
harmless the Lessor, its officers, agents and employees from and
against any and all loss, liability, and damages of whatever
nature, to persons and property, including, without limiting the
generality of the foregoing, death of any person and loss of the
use of any property. This includes, but is not limited to,
matters arising out of or claimed to have been caused by or in any
manner related to the Premises or Lessee's operations or those of
any approved or unapproved tenant, subtenant, licensee, invitee,
contractor, subcontractor or other person approved, authorized, or
permitted by Lessee in or about the Premises, including losses,
liability, and claims related to air and noise pollution, or any
other operations pursuant hereto, whether or not based on
negligence. Lessee shall defend all such claims, demands, and
suits, whether groundless or not, at Lessee's own cost and
expense. Further, Lessee does hereby covenant and agree to
indemnify, hold harmless, and defend Lessor, its officers, agents,
and employees, from and against any and all loss, liability and
damages arising out of or in any manner related to any breach by
Lessee, its agents, employees, invitees, licensees, contractors,
subcontractors, tenants, or subtenants, whether approved or
unapproved, of any of the terms, conditions, or other provisions
23
of this Agreement, and name the City of Clearwater as additional
insured with respect to all coverage's except workers'
compensation.
B. Lessee agrees to defend, indemnify, and hold harmless
the Lessor, its officers, agents, and employee from and against
any and all claims or liability for compensation under any
Workers' Compensation statute arising out of injuries sustained by
any employee of Lessee or any licensee, contractor, subcontractor,
tenant, or subtenant of Lessee.
C. Lessee agrees to indemnify Lessor from and to assume all
liability for, and to pay all taxes and assessments of every kind,
including taxes imposed or which may be imposed by the County of
Pinellas and Lessor, which by law may be levied or assessed on the
Premises occupied by Lessee pursuant to this Agreement, or which
arise out of the operations of Lessee, or by reason of occupancy
by Lessee or any of Lessee's agents, licensees, invitees,
contractors, subcontractors, tenants, or subtenants, whether or
not approved by the Lessor. Lessee shall be responsible for
obtaining bills for all of said taxes and assessments directly
from the taxing or assessing authority, and shall promptly deliver
to the Lessor copies of receipts of payment.
D. Lessee's obligations to defend, indemnify, and hold
harmless, as set forth in this article, shall include any and all
attorneys' fees and investigative expenses, incurred by Lessor in
the defense and handling of said suits, claims, damages, and the
like, and in enforcing and obtaining compliance with the
provisions of this Article.
E. Nothing contained herein shall be construed as a waiver
of any immunity from or limitation of liability the Lessor, its
officers, agents, and employees may be entitled to under the
doctrine of sovereign immunity or section 768.28, Florida
Statutes.
ARTICLE IX
DISCLAIMER OF WARR.ANrIES
This Agreement constitutes the entire Agreement of the
parties on the subject matter hereof and may not be changed,
modified or discharged except by written Amendment duly executed
by both parties. Lessee agrees that no representations or
warranties shall be binding upon Lessor unless expressed in
writing herein or in a duly executed Amendment hereof.
It is understood and agreed that:
24
A. Lessor does not warrant, and hereby disclaims any and
all liability and responsibility for or on account of the
condition of, the Premises, or the Airpark or any portions
thereof, or for or on account of anything affecting such
conditions.
B. Lessor makes no warranties and has no obligations or
liability for or with respect to the removal of sand, water or
debris from the Premises of any part thereof.
C. Lessee makes no warranties and has no obligations or
liability for or with respect to the acts or omissions of, or the
presence or absence of any other Lessee or operator at the Airpark
D. Lessor makes no warranties and shall have no obligations
or liability with respect to noise, noise pollution, air quality,
or air pollution.
ARTICLE X
LESSEE AS INDEPENDENT CONTR.ACTOR
In conducting its business hereunder, the Lessee acts as an
independent contractor and not as an agent of the Lessor. The
direction, and payment of Lessee's employees shall be the sole
responsibility of Lessee, and Lessor shall not attempt to exercise
control over the daily performance of duties by Lessee's
employees. Lessee acts independently as to selection, retention
and assignment.
ARTICLE XI
ASSIGNMENT
This Agreement, nor any part thereof or any interest therein,
shall not be assigned, transferred or subleased by Lessee without
the express written consent of the Lessor which shall not be
unreasonably withheld. This shall include any agreements or
subleases in effect at the commencement of this agreement.
Lessee's failure to obtain Lessors written consent to any
assignment, transfer or sublease shall render such agreement null
and void.
All principals of the Lessee and their respective percentages
of ownership shall be disclosed to the Lessor in writing and it is
expressly agreed that if the Lessee is a corporation, any change
in the ownership of corporate stock; or if a partnership, the
addition to or withdrawal of any partner from the partnership
25
firm; or the addition to or withdrawal of a principal Lessee in
whatever capacity; by purchase or sale, or operation of law or in
any other manner whatsoever, without the consent of the Lessor
shall be deemed an assignment.
Notwithstanding any attempt by Lessee to assign, transfer or
sublease this Agreement, or any part thereof or interest therein,
Lessee shall remain obligated and liable to Lessor for the
performance of all covenants, terms, and conditions, warranties
and other provisions of this Agreement to the same extent that
Lessee would have been obligated and liable if such assignment,
delegation, or sublease had not been attempted, but such attempt
shall be deemed an act of material default by Lessee.
It is understood and agreed that Lessor may, at any time,
with notice, assign or delegate any or all of its rights
hereunder.
ARTICLE XII
NONDISCRIMINATION
Notwithstanding any other provision of this Agreement, during
the performance of this Agreement, Lessee, for itself, its heirs,
personal representatives, successors in interest and assigns, as
part of the consideration for this Agreement, does hereby covenant
and agree, as a covenant running with the land, that;
A. No person shall be excluded from participation in,
denied the benefits of, or otherwise be subjected to
discrimination in the use of the Premises on the grounds of race,
color, religion, sex, handicap, age, or national origin.
B. In the construction of any improvements on, over or
under the Premises, and the furnishing of services therein or
thereon, no person shall be excluded from participation in, denied
the benefits of, or otherwise be subjected to discrimination on
the grounds of race, color, religion, sex or national origin.
C. Lessee shall use the Premises in compliance with all
other requirements imposed by or pursuant to Title 49, Code of
Federal Regulations, Department of Transportation, Subtitle A,
Office of the Secretary, Part 21, Nondiscrimination 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.
26
ARTICLE XIII
REQUIREMENTS OF THE UNITED STATES
This Agreement shall be subject and subordinate to the
provisions of any existing or future Agreement between Lessor and
the United States, or any agency thereof, relative to the
operation or maintenance of the Airpark, the execution of which
has been or may be required as a condition precedent to the
expenditure of federal funds for the development or operation of
the Airpark.
ARTICLE XIV
DEFAULT AND TERMINATION
A. Termination by Lessee. This Agreement shall be subject
to termination by Lessee at its option in the event of any one or
more of the following events:
1. The abandonment by the Lessor of the Airpark as an
airport or airfield.
2. The default by the Lessor in the performance of any
of the terms, covenants or conditions of this Agreement, and in
the failure of Lessor to remedy, or undertake to remedy, to
Lessee's satisfaction, such default for a period of thirty (30)
days after receipt of notice from Lessee to remedy the same.
3. Damage to or destruction of all or part of the
Premises or Airpark facilities necessary to the operation of
Lessee's business not repaired within 180 days.
4. The lawful assumption by the United States, State of
Florida, or any authorized agency thereof, of the operation,
control, or use of the Airpark, or any substantial part or parts
thereof, in such a manner as to restrict substantially Lessee from
conducting business operations for a period in excess of forty-
five (45) days.
B. Termination by Lessor. This Agreement shall be subject
to termination by Lessor at its option in the event of any one or
more of the following events:
l. The material default by Lessee in the
any of the terms, covenants or conditions of this
in the failure of Lessee to remedy, or undertake
Lessor's satisfaction, such default for a period
days after receipt of written notice from Lessor
same.
27
performance of
Agreement, and
to remedy, to
of thirty (30)
to remedy the
2. Lessee files a voluntary petition in bankruptcy,
including a reorganization plan, makes a general or other
assignment for the benefit of creditors, is adjudicated as
bankrupt or if a receiver is appointed for the property or affairs
of Lessee and such receivership is not vacated within thirty (30)
days after the appointment of such receiver.
3. The Lessor determines that a municipal need exists
for all or part of the Premises consistent with the Lessor's
Charter.
4. The Lessee has violated the terms of the agreement by
a consistent pattern of conduct detrimental to the operation of
the Airpark.
C. Exercise. Exercise of the rights of termination set
forth in Paragraphs A and B, above, shall be by five (5) days'
written notice to the other party. Forbearance of timely notice �
shall not be deemed a waiver of any breach.
D. Removal of Property - Upon termination of this Agreement
for any reason, Lessee, at its sole expense, shall remove from the
Premises all signs, trade fixtures, furnishings, personal
property, equipment and materials which Lessee was permitted to
install or maintain under the rights granted herein. If Lessee
shall fail to do so within thirty (30) days, then Lessor may
affect such removal or restoration at Lessee's expense, and Lessee
agrees to pay Lessor such expense promptly upon receipt of a
proper invoice therefore.
E. Waiver. - The waiver of any breach, violation or default
in or with respect to the performance or observance of the
covenants and conditions contained herein shall not be taken to
constitute a waiver of any such subsequent breach, violation or
default in or with respect to the same or any other covenant or
condition hereof.
ARTICLE XV
MISCELLANEOUS PROVISIONS
A. The point of contact for all matters related to the
Lease Agreement and all other conditions, activities and events
relating to the Airpark shall be the Lessor's Marine & Aviation
Department Staff Liaison or as otherwise designated by the
Lessor's City Manager.
B. It is understood by the Lessee that no right or
privilege has been granted to Lessee which would operate to
28
prevent any person, firm or corporation operating aircraft on the
Airpark from performing any services on its own aircraft with its
own regular employees (including, but not limited to, maintenance
and repair) that it may choose to perform.
C. It is understood and agreed that nothing herein shall be
construed to grant or authorize the granting of an exclusive right
other than rights of possession and peaceful enjoyment to the
Premises.
D. Lessor reserves the right to further develop or improve
the Airpark as it sees fit, taking into consideration the desires
or view of the Lessee, and without interference or hindrance.
Lessor shall make every effort to minimize the disruption of
normal Airpark usage during periods of repair or further Airpark
development. The Lessor proposes to construct a medium intensity
runway light system (MIRL) and a low intensity taxiway light
(LITL) system and the Lessee agrees to maintain these systems
throughout the term of this Agreement. All improvements
constructed at the Airpark shall be owned by the Lessor at the
expiration of this agreement.
E. During time of war or national emergency Lessor shall
have the right to lease the landing area or any part thereof to
the United States Government or State of Florida for military or
naval use, and, if such lease is executed, the provisions of this
instrument insofar as they are inconsistent with the provisions of
the lease to the Government, shall be suspended. Lessee's rents
will abate accordingly.
F. Lessor reserves the right to enter upon the Premises for
the purpose of making any inspection it may deem expedient to the
proper enforcement of any of the covenants or conditions of this
Agreement. Lessee agrees to correct any violation within a
reasonable time thereafter, and if Lessee fails to correct such
violation, then Lessor may assess a fine or penalty as determined
by Lessor.
G. Lessor reserves the right to bar, terminate, or
otherwise prohibit the use of its common use, publicly owned
facilities by persons, activities or organizations including
Lessees judged by the Lessor, or other duly authorized authority
to be operating in an unsafe or unauthorized manner.
H. Severability - If a provision hereof shall be finally
declared void or illegal by any court or administrative agency
having jurisdiction, the entire Agreement shall not be void, but
the remaining provisions shall continue in effect as nearly as
29
possible in accordance with the original intent of the parties.
I. Notice - Any notice given by one party to the other in
connection with the Agreement shall be in writing and shall be
sent by certified mail, return receipt requested, with postage and
fees prepaid:
1. If to Lessor, addressed to: With a copy to:
City Manager City Attorney's Office
Attn: Marine & Aviation Dept. City of Clearwater
City of Clearwater Post Office Box 4748
25 Causeway Blvd. Clearwater, FL 33756
Clearwater, FL 33767
2. If to Lessee, addressed to:
Clearwater Airpark, Inc.
1000 North Hercules Avenue
Clearwater, Florida 33765
Notices shall be deemed to have been received on the date of
receipt as shown on the return receipt.
J. Corporate Status - Lessee shall keep its corporate status
active and current throughout the term of this agreement. Lessee
shall annually file on the anniversary date of this agreement with
Lessor a copy of the Certificate of Good Standing from the State
of Florida. Lessee's failure to bring its corporate status
current, after thirty (30) days written notice from Lessor, shall
be a default under this agreement.
K. Attorneys Fees - Lessor and Lessee agree that the
prevailing party in any litigation arising out of this agreement
shall be entitled to attorney's fees and costs, and that
litigation shall be in a court of competent jurisdiction in
Pinellas County.
ARTICLE XVI
LEASEHOLD IMPROVEMENTS
No improvements, additions, or changes shall be made to the
Premises without the prior written consent of the Lessor. It is
further agreed that any improvements, additions, or changes shall
be made by the Lessee at its own expense and at the option
of the Lessor shall become the property of the Lessor upon
30
expiration, or prior termination of this Lease Agreement or any
extension or renewal thereof. Should the Lessor elect not to
exercise this option, the Lessee agrees to remove such
improvements, additions or changes at its own expense and deliver
the Premises to the Lessor in as good condition as they now are.
Lessee may construct additional general aviation facilities
such as a new terminal/hanger and T-hangers so long as such
construction conforms to the Airpark Master Plan, conforms to all
code requirements, and is approved by Lessor.
Lessee shall also have the first right of development of the
`150 x`250 outparcel located on Hercules Ave. as described in
Exhibit A, so long as the Lessee and Lessor agree on the use, and
agree on addition rent for such use. The lease must be approved by
Lessor's City Commission and must conform with all code
requirements and any other conditions applicable to the use.
IN WITNESS WHEREOF, the parties hereto have set their seals
on the date first above written.
Countersigned: CITY OF CLEARWATER, FLORIDA (Lessor)
— ����e � C�tkYoS
George N. Cretekos
Mayor �
Appro ed as to f .
Camilo . o 0
Assistant City Attorney
By : ` u��c=o►-�-� �. �-�� �.
William B. Horne, II
City Manager
Rosemarie
City Clerk
CLEARWATEkZ. Airpark, INC. (Lessee)
�
� � �
By�r-
Name:
31
_, ��� - - _,�
David W. King, Sr., P%sident
EXHIBIT "A"
See Airpark Lease Description Pages 3 and 4
32
EXHIBIT "B"
CLEARWATER AIRPARK
TIE DOWN/HANGAR LEASE
That the has this day leased
to
(Name of Lessee)
Space No.
Description
(i.e. Hangar/Grass Tie Down/Hard Stand)
located on the Clearwater Airpark on a month to month term
beginning on the lst day of , 20 , upon the
following terms and conditions:
1. The space is to be used solely for the parking of the
Tenant's aircraft with the exception that automobile
parking in the space is permitted while the aircraft is
being flown. Any other use must be authorized by the City.
2. Aircraft parked in each space must be registered with the
Clearwater Airpark. The aircraft to be parked is described
as:
3. The Tenant does not have the right to sub-lease a space
without Lessor's approval.
4. Airworthy aircraft may not be under repair for more than
ninety (90) days.
5. If the Tenant changes the aircraft to be parked in the
space, the identifications and N-number of the new aircraft
must be reported to the Airport Manager and shown on this
rental agreement.
6. Rent in the amount of $ plus applicable sales tax
is due on or before the first of each month beginning
, 20 , and will be considered delinquent
if not paid on or before the lOth of the month. If the
tenant has not paid the rent on or before the last day of
each month when it becomes due, the Lessor, may terminate
the rental agreement. The Lessor reserves the right to
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adjust the rental amount upon fifteen (15) days written
notice to the Tenant. Partial payment of tie-down space
rental will not be accepted by the Lessor.
7. The tenant shall make no structural, electrical, or other
modification to the premises. Any modification that is not
expressly authorized in writing by the City shall result in
the termination of this agreement and tenant shall be
responsible to restore the premises to its original
condition and to reimburse the City for any cost, expense
or loss of revenue resulting thereof.
8. The Tenant shall be responsible for all damage to the
leased premises caused by the Tenant's negligence or abuse.
If the Tenant does not promptly repair any damages caused
by its negligence or abuse after notification by the Lessor
and / or City, the City reserves the right to make repairs
at the Tenant's expense which shall become due and payable
as part of the Tenant's rent on the next billing cycle.
9. Partial payment of space rental will not be accepted by the
Lessor.
10. The Tenant shall purchase a hangar lock from the Airport
Manager with one (1) key supplied to the Tenant and one
(1) key to be retained by the Airport Manager.
11. The Lessor and the City reserves the right at all times to
enter the space for security, fire, and other emergency
inspections. The space shall not be used for any illegal
purposes or used in connection with any illegal activity.
12. Remedies for default and payment. If the Tenant defaults
in the payment of rent or does not fulfill the other terms
and conditions of this Lease, the Tenant does, by the
signing of this Lease, grant the Lessor or the City the
right to remove the airplane and all contents from the
space and to then lease the space to another tenant. Any
airplane removed from space for non-payment of rent shall
be impounded by the Lessor or the City in an area
designated by the Airport manager, and shall not be
removed until all unpaid rent, storage charges, fees are
paid in full. This section shall be construed to be an
additional remedy and right granted by the Tenant to the
Lessor in addition to any other remedy available by law.
13. Tenant shall keep area of space clean and clear of oil,
grease, and other stains.
14. No explosive or flammable materials will be permitted
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within or about the space with the exception of fuel in
aircraft tanks.
15. No boxes, crates, rubbish, paper, or litter that could
cause or support combustion shall be permitted within or
about the space. All spaces shall be kept clean and neat.
16. Tenant may polish or clean aircraft in the space if
flammable materials are not used.
17. No shop equipment shall be installed in the space.
18. Lessee shall be permitted to perform only those repairs
and /or maintenance which are specifically authorized
under Federal Air Regulations, Part 43, preventive
maintenance allowed by owner/pilot and subject to approval
by the fire official, which does not require the services
of a licensed A& P mechanic. This maintenance may be
performed only by the owner or operator of the aircraft.
19. The tenant is not permitted to bring onto Airpark property
fuel not dispensed from the Airpark fueling facilities
with the exception of fuel in the aircraft tanks.
20. Failure to abide by these stipulations will result in
immediate termination of the Agreement. Lessor or City
may enforce all of the terms of this Agreement.
21. If it becomes necessary for the Lessor to use legal
process to collect unpaid rent or charges, the Tenant
shall pay all costs of collection at trial and appellate
levels, including attorney fees and costs, incurred by the
Lessor.
22. A copy of the performance section of the pilot's operating
handbook for the aircraft listed on this rental agreement
is required prior to placing the aircraft in the airpark.
23. Failure to abide by performance specifications of the
pilot's operating handbook is reason for immediate
termination of this rental agreement.
LESSOR:
By:
TENANT:
By:
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Date:
Date:
EXHIBIT "C"
HANGAR/TIE DOWN RENTAL R.ATES EXCLUDING STATE SALES TAX
Grass tie down:
$77.76 + 5.44 tax = $83.20
Hard Stand:
$92.74 + 6.49 tax = $99.23
Shade Hangars:
$240.87 + 16.86 tax = 5257.73
Older T Hangars: $394.98 + 27.65 tax =$422.63
Newer T Hangars: $463.78 + 32.46 tax =$496.24
End T Hangars (larger): $502.70 + 35.19 = $537.89
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EXHIBIT "D"
ADA Deficiencies C� Air Ops. Bldg.
No longer applicable
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Exhibit "E"
CLEARWATER AIRPARK PLANNED MAINTENANCE PROGRAM
Item Fre uenc Res onsibilit
Cut Grass in Normal Areas See Pa e 2 FBO
Cut Grass in S ecial Areas As Needed Cit
Kee Fence Line Trimmed See Pa e 2 FBO
Tree Trimmin As Needed Cit
Taxiwa Pavement As Needed Cit
Runwa Pavement As Needed Cit
Shrubber As Needed FBO
Si ns As Needed FBO
CAP Buildin As Needed CAP
Storm Sewer S stem Annuall Cit
Storm Retention S stem Annuall Cit
Parkin Lot Pavement As Needed Cit
Runwa Pavement Markin s As Needed Cit
Draina e Swales Annuall Cit
Fire Extin uishers Annuall FBO
HVAC Annuall FBO
Plumbin As Needed Cit
Fli ht O erations Buildin Paintin interior 5 Years FBO
Fli ht O erations Buildin Paintin exterior 7 Years Cit
Car et/Floor Cleanin Semi-annuall FBO
New T-Han ar Draina e sum s Annuall Cit
Hard Stand Re lacement/Re air As Needed Cit
S rinkler S stem/Pum Maintenance As Needed Cit
Electrical Exterior As Needed Cit
T-Han ar Electrical As Needed Cit
T-Han ar Li htin Exterior As Needed Cit
T-Han ar Li htin Interior As Needed Tennant
Shade Han ar Li htin As Needed Cit
Shade Han ar Electrical As Needed Cit
Runwa Li hts As Needed FBO
Exterior Li hts As Needed Cit
T-Han ar poor Lubrication As Needed Cit
Perimeter Securit Fencin As Needed Cit
Automatic Gates Semi- Annuall Cit
T-Han ar Paintin As Needed Cit
Shade Han ar Paintin As Needed Cit
FBO Buildin Interior As Needed FBO
FBO Buildin Exterior As Needed Cit
Maintenance Han ar Interior As Needed FBO
Maintenance Han ar Exterior As Needed Cit
Fuel S stem Above Ground As Needed FBO
Fuel S stem Below Ground As Needed Cit
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EXHIBIT "F"
SCHEDULE OF MINIMUM INSUFtANCE REQUIREMENTS
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LL Aircraft Avionics,
° earwater
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'- -, ,�,,���� Airframe & **Aircraft Instrument, '"*Speciaiized
� „�.,,i-��/�,,_, Fixed Base Powerplant Aircraft Charter Air Propeller Commercial Self-
Operator Maintenance Builder Rental Flight Taxi Air Maintenance Aircraft Aeronautical Hangar Fueling
II (Fueling) & Alteration Flying Club Center Provider Training Ambulance & Alteration Sales Operator Operator Operator
COMMERCIAL GENERAL LIABILITY TO INCLUDE BODILY INJURY, PERSONAL INJURY AND PROPERTY DAMAGE FOR ALL PREMISES, UNLICENSED VEHICLES, AND CONTRACTURAL LIBILITY
Combined Single Limit
Per Occurrence Sl,000,000 51,000,00o S1,000,000 Sl,000,000 Si,000,000 S1,000,000 Sl,000,000 Sl,000,000 Sl,000,000 Si,000,000 S1,000,000 Sl,000,000
VEHICULAR LIABILIN TO INCLUDE BODILY INIURY AND PROPERTY DAMAGE FOR ALL LICENSED VEHICLES OWNED, NON-OWNED, OR HIRED
Combined Single Limit
Per occurrence $i,000,000 $i,000,000 51,000,000 $i,000,000 $1,000,000 $i,000,000 51,000,00o Si,000,000 $i,000,000 $i,000,000 $i,000,000 $i,000,000
HANGI;R KEEPER'S LIABILITY TO INCLUDE PROPERTY DAMAGE FOR ALL NON-OWNED AIRCRAFT UNDER THE CARE, CUSTODY OR CONTROL OF THE OPERATOR
Each Aircraft 51,000,00o Sl,000,000 S1,000,000 51,000,00o S1,000,000 S1,000,000 Sl,000,000
Each Occurrence $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
**AIRCRAFT AND PASSENGER LIABILITY TO INCLUDE BODILY INJURY, PROPERTY DAMAGE, PASSENGER INJURY, WITH A MINIMUM OF $100,000 PER PASSENGER, FOR ALL OWNED OR OPERATED AIRCRAFT
Combined Single Limit $1,000,000 51,000,000
Per Occurrence $1,000,000 $1,000,000 $1,000,000 per person $1,000,000 per person
ENVIRONMENTAL IMPAIRMENT TO INCLUDE POLLUTION LEGAL LIABILITY AND REMEDIATION LEGAL LIABILITY
Combined Single Limit
Per Occurrence $1,000,000 $1,000,000 $1,000,000
WORKER'S COMPENSATION AS REQUIRED BY THE STATE OF FLORIDA
LEGAL LEGAL LEGAL LEGAL LEGAL LEGAL LEGAL
Per Operator LEGAL LIMIT LEGAL LIMIT LEGAL LIMIT LIMIT LIMIT LIMIT LIMIT LEGAL LIMIT LIMIT LEGAL LIMIT LIMIT LIMIT
FIRE AND EXTENDED
COVERAGE
PerLeasehold
TO BE MAINTAINED IN AN AMOUNT NOT LESS THAN THE FULL REPLACEMENT VALUE (FRV) OF AIRPORT FACIIITIES ON LEASEHOLD PREMISES
FRV FRV FRV FRV FRV FRV FRV FRV FRV FRV FRV FRV
PRODUCTS AND COMPLETED OPERATIONS
Combined Single Limit
Per Occurrence $1,000,000 $1,000,000 $1,000,000 $1,OOQ000 $1,000,000 $1,000,000
NOTE 1 IF APPLICABLE
NOTE 2 TRUCK/TRAILER BOTH 100LL AVGAS AND JET A FUEL ARE CLASSIFIED AS HAZARDOUS STUBSTANCES. FEDERAL DOT STANDARDS WILL APPLY TO THE AUTO LIABILITY BY GROSS WEIGHT
The limits required should be based at a minirnum of $1,000,000 per person. Please refer to recommended minimum coverages.
angar Keeper's Liability: Minimum values should be the replacement cost of all the items stored in the particular hangar.
-r i,al FvFnt / Air Me�E�t I iability CoveragP� l�ppropriatF limits arF rc�quir�d on an as needed basis for all special events�Air Meets.
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