Backup Documents 10/23/2012 Item #16G 2 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 16 G THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper.Attach to original document.Original documents should be hand delivered to the Board Office.The completed routing slip and original
documents are to be forwarded to the Board Office only after the Board has taken action on the item.)
ROUTING SLIP
Complete routing lines#1 through#4 as appropriate for additional signatures,dates,and/or information needed.If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#4,complete the checklist,and forward to BCC(line#5).
Route to Addressee(s) Office Initials Date
(List in routing order)
1.
2.
3.
4.
5. BCC Office—Commissioner Board of County CommissionersZJ O1 Z 5 la
Coyle
6. Minutes and Records Clerk of Court's Office (p(I(Z.- 2,;2OP M
•
-rn (n9 ktozMetvi-
PRIMARY CONTACT INFORMATION
(The primary contact is the holder of the original document pending BCC approval.Normally the primary contact is the person who created/prepared the executive
summary.Primary contact information is needed in the event one of the addressees above,including Sue Filson,need to contact staff for additional or missing
information.All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the
item.)
Name of Primary Staff Debbie Brueggeman Phone Number (239)642-7878 Ext.34
Contact
Agenda Date Item was October 23,2012 Agenda Item Number 16G2
Approved by the BCC
Type of Document First Amendment to Sub-Lease Agreement Number of Original 1
Attached w/Raven Air(Island Hoppers)at MKY Documents Attached
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.This includes signature pages from ordinances,
resolutions,etc. signed by the County Attorney's Office and signature pages from /
contracts,agreements,etc. that have been fully executed by all parties except the BCC
Chairman and Clerk to the Board and possibly State Officials.)
2. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
3. The Chairman's signature line date has been entered as the date of BCC approval of the
document or the final negotiated contract date whichever is applicable.
4. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's
signature and initials are required. -'
5. In most cases(some contracts are an exception),the original document and this routing slip
should be provided to the BCC office within 24 hours of BCC approval. Some documents
are time sensitive and require forwarding to Tallahassee within a certain time frame or the
BCC's actions are nullified.Be aware of your deadlines!
6. The document was approved by the BCC on 10-23-12 (enter date) and all changes rOt
made during the meeting have been incorporated in the attached document.The ;
County Attorney's Office has reviewed the changes,if applicable.
I:Forms/County Forms/BCC Fonns/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05,Revised 9.18.09
16G2
MEMORANDUM
Date: October 25, 2012
To: Debbie Brueggeman, Operations Coordinator
Collier County Airport Authority
From: Teresa Cannon, Deputy Clerk
Minutes & Records Department
Re: First Amendment to Sub-Lease Agreement w/Raven Air (Island
Hoppers) at MKY
Attached for your records is a copy of the above referenced agreement (Item
#16G2) adopted/approved by the Board on Tuesday, October 23, 2012.
The Minutes and Records Department has retained the original agreement to be kept as
part of the Board's Official Record.
If you have any questions, please feel free to call me at 252-8411.
Thank you.
Attachments
16 G2
FIRST AMENDMENT TO SUB-LEASE AGREEMENT
THIS FIRST AMENDMENT TO SUB-LEASE AGREEMENT ("Amendment") entered
into this 3rd day of OC-tr)Abe' , 2012, by and between Raven Air LLC, d/b/a Island
Hoppers Aerial Adventures, whose mailing address is 9850 Overseas Highway, Marathon,
Florida 33050, hereinafter referred to as "Tenant," and the Board of County Commissioners of
Collier County, Florida, in its capacity as the Collier County Airport Authority, whose mailing
address is 3299 East Tamiami Trail, Suite #303,Naples, Florida 34112, hereinafter referred to as
"Authority."
RECITALS:
WHEREAS, Authority and Tenant entered into a Sub-Lease Agreement dated June 1,
2009, a copy of which is attached hereto; and
WHEREAS, the "Agreement Term," pursuant to Paragraph 2 b. of the Sub-Lease
Agreement is June 1, 2009 through June 1, 2012; and
WHEREAS, since, June 1, 2012, the Sub-Lease Agreement has continued on a month-to-
month basis in accordance with Paragraph 2 c.; and
WHEREAS, the parties wish to extend the term of the Sub-Lease Agreement and amend
other provisions of the Sub-Lease Agreement under the terms and conditions set forth below
WITNESSETH:
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration exchanged amongst the parties, and in consideration of the covenants
contained herein, the parties agree as follows:
1. EXHIBIT"A" DESCRIPTION OF FACILITIES is hereby deleted in its entirety.
2. EXHIBIT "D" SPECIALIZED AVIATION SERVICE OPERATIONS (SASO)
DESCRIPTION is hereby amended to include:
6. Aircraft Charter & Taxi Services
3. Paragraph 1 of the Sub-Lease Agreement is hereby amended to read:
"1. The Facilities Described. The Authority hereby sub-leases to the tenant 62.5
square feet of counter space as depicted in EXHIBIT A "COUNTER C" SPACE.
4. Paragraph 2 b. of the Sub-Lease Agreement is hereby amended to provide that the Sub-
Lease will terminate June 1, 2014.
5. Paragraph 5 "Notices" is amended to reflect the Tenant's change of address.
Page 1 of 2
16G2 2 ',‘
Raven Air LLC
d/b/a Island Hoppers Aerial Adventures
9850 Overseas Highway
Marathon, Florida 33050
6. Except as expressly provided herein, the Sub-Lease Agreement remains in full force and
effect according to the terms and conditions contained therein. If there is a conflict
between the terms of this Amendment and the Sub-Lease Agreement dated June 1, 2009,
the terms of this Amendment shall prevail.
IN WITNESS WHEREOF, the Authority and Tenant have hereto executed this First
Amendment to Lease Agreement the day and year first above written.
TENANT:
RAVEN AIR LLC, d/b/a
ISLAND HOPPE/•• '+'+ : • P ENTURES
- - ,c 1 �. B /�,
. . Y
Wit •� (signature)
��4,� f/ S (Print Name and Title)
(print name
iiiiiig.
Witne (signature)
05/7,12 LO k-7-
(print name)
AUTHORITY:
ATTEST: BOARD OF COUNTY COMMISSIONERS
DWIGHT E. BROCK, CLERK OF COLLIER COUNTY, FLORIDA, IN ITS
" c'-..' CAPACITY AS THE COLLIER COUNTY
,,'. 'a AIRPORT AUTHORITY
f,a
liCi,..,.a/L,
Ai;tiO In t,. trilriikeeik FRED W. COYLE, Chairman
11• a b;' '
App Ives to form and
legal`:�uf I ncy:
Ili
,i Ii
Jeffre 1 • ''. zkow
Count • torney
Page 2 of 2
G2
Marco Island Executive Airport—Aviation Facilities
Specialized Aviation Service Operations(SASO)Sub-Lease Agreement—June 2009
Collier County Airport Authority,Sub-Lessor(Authority)
Raven Air LLC,DB/A Island Hoppers,Sub-Lessee(Tenant):(
WHEREAS,the Collier County Airport Authority, Sub-lessor,(hereinafter referred to as"Authority"),a public body existing
under Collier County Ordinance No. 2004-03, as amended, with offices at 2005 Mainsail Drive, Suite 1, Naples, Florida,
34114 is charged with the operation and maintenance of the Marco Island Executive Airport (hereinafter referred to as
"Airport")in Collier County,Florida;and,
WHEREAS,the Authority leases the Airport from the Collier County Board of County Commissioners,the Authority is the Sub-
lessor and Raven Air LLC,DB/A Island Hoppers.(Hereinafter referred to as"Tenant")is a Sub-lessee;and
WHEREAS, Collier County through the Authority maintains designated facilities on the Airport specifically for aviation and
non-aviation related businesses,entities or individuals for the benefit of the general aviation community and the citizens of Collier
County;and
WHEREAS,Tenant desires to sub-lease facilities located at the Marco Island Executive Airport, 2005 Mainsail Drive,Naples,
Florida 34114,as described and depicted in Exhibit"A"attached,for the purpose of furthering the Tenant's Specialized Aviation
Service Operations(SASO)business;and
WHEREAS, the Authority is willing to sub-lease said facilities as described and depicted in Exhibit "A" attached, and the
Authority and Tenant (hereinafter referred to collectively as the "Parties") desire to execute a written sub-lease agreement
(hereinafter referred to as"Agreement");and
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for other good and valuable
consideration,the following is agreed:
PART ONE OF TWO PARTS
Paragraphs 1 through 5 are unique to this Agreement:
1. The Facilities Described. The Authority hereby sub-leases to the Tenant,certain facilities,land and improvements of real
property located at the Marco Island Executive Airport,2005 Mainsail Drive Naples,FL 34114. The facilities consists of
62.5 square feet of counter space; one (1) helicopter storage t- hangar unit, as described and depicted in Exhibit "A,"
attached hereto and incorporated herein by this reference,together with an easement for ingress and egress to the properties
(hereinafter"Facilities")by the Tenant and its employees and business invitees.
2. Terms.
a. Effective Date. The Effective Date of this Agreement shall be the 1st day of June 2009. This Agreement shall have
no force or effect until the Authority has actual physical possession of one (1) fully executed original of this
Agreement(including all Exhibits).
b. Agreement Term. The term of this Agreement shall be for three (3) years (hereinafter referred to as "Agreement
Term")effective on June 1,2009,and terminating on June 1,2011
c. Event of Holding Over. In the event tenant holds over,all provisions of this agreement shall remain in full force and
effect on month-to-month terms.
d. Extended Terms. None. See Initial Exhibit E.
3. Use of Facilities. Tenant,its sub-sub-lessees,or assignees shall have use of the Facilities only for Tenant's authorized SASO
business activities. No building or land shall be used for any purpose other than Tenant's authorized SASO business.
Moreover,no use and/or occupancy shall disturb the peaceful enjoyment of any other tenant or other occupant at the Airport,
and all uses and occupancy shall always conform to all then current(as then revised or superseded) laws, standards,rules,
regulations,codes and all other written applicable policies of every type and description.
4. Rent and Fees.
a. Rent. Beginning on the Effective Date, the Tenant shall pay the Authority an initial annual payment("Rent"). The
total initial annual amount of Rent for: one(1)counter space,one(1)helicopter t-hangar storage unit(B-8), for the
initial year of this Agreement. This equals a monthly rent of$374.76,which includes Florida sales tax. See Table"A"
below.
Page 1
riiant's Initials)
16132
Marco Island Executive Airport—Aviation Facilities
Specialized Aviation Service Operations(SASO) Sub-Least Agreement—June 2009
Collier County Airport Authority,Sub-Lessor(Authority)
Raven Air LLC,DB/A Island Hoppers, Sub-Lessee(Tenant)
TABLE"A"
INITIAL YEAR SCHEDULE ONLY
Facilities Monthly Rent 6%State of Total Monthly Total Annual
FL Sales Tax Rent w/Tax Rent w/Tax
62.5 sq. ft. of fmished counter space @ $105 $6.30 $111.30 $1,335.60
$1.68/sq.ftJmonth
1 helicopter&equipment storage t-hangar unit(B-8) $248.55 $14.91 $263.46 $3,161.52
Commercial Operating Fee(see 4.c.below) $212.00
Total Annual Rent&Fees $4,709.12
b. Adjustment of Annual Rent. For each additional year, the annual Rent shall be increased by three percent(3%).
Annual rent increase shall become effective on the anniversary of the Effective Date throughout the term of this
Agreement.
c. Commercial Operating Fee. Beginning on the Effective Date of this agreement the Tenant shall pay a fixed annual
commercial operating fee of$200.00 per year,plus applicable Florida sale tax. The annual commercial operating fee
paid by the tenant for the current year under the tenant's previous agreement with the Authority shall be pro-rated and
applied to the remainder of the current year commercial operating fee.
d. Utilities. Except as specified below,the Tenant shall be responsible for all utilities and services that are furnished
to the Facilities. The application for and connecting of utilities,as well as all services, shall be made by and only
in the name of the Tenant.The Authority shall not be responsible for payment of any utility fees,monthly service fee
or otherwise.
Exceptions: Rent includes basic electrical utilities in the Facilities, HVAC, water and wastewater. Tenant shall
participate in energy conservation practices established by the Airport Manager in common with other tenants in
the same metered facility.
5. Notices. Whenever any notice is required or permitted hereunder,such notice shall be in writing. Any notice or document
required or permitted to be delivered hereunder shall be deemed to be delivered whether actually received or not, when
deposited in the United States mail,as Certified Mail,postage prepaid,return receipt requested,and addressed to the parties
at their respective addresses, as set forth below. Tenant shall have a continuing obligation to notify the Authority's
Executive Director, in writing, of each and every change in this address. The Authority shall also have a continuing
obligation to notify the Tenant in writing of each and every change to its address,if any. "Notice"is not an amendment to
this Agreement and,therefore,is not subject to paragraph 40.
Collier County Airport Authority Raven Air
2005 Mainsail Drive,Suite 1 2005 Mainsail Drive,Suite 7
Naples,FL 34114 Naples,FL 34114
Page 2
a Initials)
1662
Marco Island Executive Airport—Aviation Facilities
Specialized Aviation Service Operations(SASO)Sub-Lease Agreement—June 2009
Collier County Airport Authority,Sub-Lessor(Authority)
Raven Air LLC,DB/A Island Hoppers, Sub-Lessee(Tenant)
PART TWO OF TWO PARTS
All of the following paragraphs are Standard Form paragraphs. Amendments to any of these paragraphs must be made as
specified in"Special Provisions,"paragraph 40.
1. Legal. Tenant, and any future assignees, shall provide the Authority with a corporate resolution, or other appropriate
document, specifying individuals who have full authority and right to bind to the terms of this Agreement and any future
amendments to this Agreement.
Tenant warrants that the person signing this Agreement has the authority to bind Tenant to the terms of this Agreement.
2. Fees and Charges. Tenant shall pay the following fees and charges:
a. Payments. Any and all payments shall be made payable to the"Collier County Airport Authority"at its then current
and correct address.
b. Due in Advance. All Rent payments shall be due and payable each month in advance,beginning on the applicable
first Rent payment date and continuing regularly on a monthly basis without notice from the Authority thereafter
during the Agreement Term. However,the Authority may elect to invoice payment notices. All subsequent payments
shall be due(paid in advance for each respective month)on the first of each month thereafter. The Tenant can elect to
pay one year's Rent in advance.
c. Late Payment Fee. Tenant shall pay a late payment fee of ten percent(10%)of the late Rent, fee and/or other late
payment. If the late payment and late payment fee is not actually received in full by the Authority's Executive
Director within thirty(30)of its due date,the late payment fee shall automatically increase another ten percent(10%)
for each additional thirty(30)days until the Authority's Executive Director receives the full overdue payment and all
late payment fees.
d. Additional Fees. Any and all additional amounts,obligations,or expenses paid or incurred by the Authority: (1)on
behalf of Tenant or which is the responsibility of Tenant hereunder or for which the Tenant has agreed to reimburse
the Authority; or(2) amounts which the Authority after reasonable advance notice to Tenant elects to pay or incur
because of Tenant's failure,neglect,or refusal to perform or fulfill any of the terms and conditions of this Agreement
shall constitute additional fee payable by Tenant to the Authority,and the same shall be payable in full along with the
payment of all other payments due hereunder within thirty(30)days of the receipt of Authority's invoice setting forth
the costs or amounts incurred by Authority. Such payments shall include interest, costs (including reasonable
attorneys'fees),damages,and penalties that may have been incurred by the Authority in collecting the same.
e. Separate and Independent Provision. It is the intention of the parties hereto that the obligations of the Tenant shall
be separate and independent covenants and agreements,that the Rent payments to be made by the Tenant and all other
sums payable by the Tenant to or on behalf of the Authority shall continue to be payable in all events and that the
obligations of the Tenant shall continue unaffected,unless the requirement to pay or perform the same shall have been
terminated pursuant to an express provision of this Agreement.
f. Material Default. Tenant's failure to pay Rent for any period exceeding three(3)consecutive months(or Rent ever
being in arrears in the amount of three(3)months)shall be considered a Material Default of this Agreement. No time
to cure default provisions in this Agreement shall apply to late Rent payments.
3. No Refunds. Tenant shall not be entitled to a refund of any Rent,fees or other charges whatsoever,except overpayments
shall be credited to the Rent.
4. Insurance Requirements.
a. Proof of Insurance Required as Determined by Collier County Risk Management. Tenant shall maintain
insurance as outlined in Exhibit"B."Such insurance shall name the Collier County Board of County Commissioners
as an additional insured. This insurance shall have an aggregate limit as required to meet the then existing mandatory
requirements of the Collier County Risk Management Department. Tenant shall maintain coverage of all
improvements to the Facilities. Such insurance shall always be with a company licensed and authorized to conduct
�,, Page 3
�s^rs Mats)
16G2
Marco Island Executive Airport—Aviation Facilities
Specialized Aviation Service Operations(SASO) Sub-Lease Agreement—June 2009
Collier County Airport Authority,Sub-Lessor(Authority)
Raven Air LLC,DB/A Island Hoppers,Sub-Lessee(Tenant)
that insurance business in the State of Florida. The Tenant shall furnish annually to the Authority on or before the
anniversary of the Effective Date of this Agreement, a certificate or other approved written evidence and proof of
maintenance of the above-required insurances. Tenant shall provide the Authority with written notice of any change
thereof, and furnish to the Authority evidence of acquirement of a substitute therefore, and payment of the premium
thereof. Each such notice must be received by the Authority not later than ten(10)days after each such change.If the
Tenant fails to maintain all such insurance coverage,then the Authority may obtain same and add all costs thereof
to the total cost of such insurance and bill the Tenant accordingly, this may include monthly or annual billing,
determined by the Authority. If the Authority does so, it shall charge and Tenant shall pay interest thereon at the
rate of fifteen percent(15%)per annum from the time of payment and shall be collected as an additional charge.
b. Indemnify the Authority. Tenant shall save and hold harmless, indemnify and defend Collier County and the
Authority, their elected officials, their unelected officials, employees and agents, in their official and individual
capacities, of and from any and all liabilities,claims, losses, or damages arising out of,or alleged to arise out of,or
indirectly connected any operations of the Tenant under this Agreement,and/or arising out of the presence at the place
of business, or improvements thereto, of any agent,guest,customer,supplier, contractor or subcontractor of Tenant,
unless such liabilities,claims,losses,or damages are caused by the negligence or willful misconduct of Collier County
or the Authority,their elected official, their unelected officials, employees or agents, in their official and individual
capacities. The amounts of insurance maintained by the Tenant shall not be deemed a limitation on Tenant's
agreement to indemnify Collier County and the Authority. If Collier County and/or the Authority become liable for
any of the same in an amount in excess of the insurance,Tenant shall indemnify the Authority for the whole thereof.
5. Minimum Standards. All activities conducted at the Airport will be done in adherence to the Authority's "Minimum
Standards for Commercial Airport Aeronautical Activity and Service Providers at Collier County Airports" (Exhibit"C"),
Airport Policies and Procedures,the terms of this Agreement and any other then applicable Federal,State,County and local
Laws,Ordinances,Rules and Regulations.
6. Property Management. The Authority shall be the sole sub-lessor/lessor of Airport property and facilities at the
Airport. No individual or entity shall provide any property management services without being authorized to do so by
appropriate written agreement with the Authority.
7. Permitted Uses.
a. Additional Uses Require Permission. The Tenant shall not use or permit the use of the Facilities, and/or any
improvements thereto, for any purpose or use other than those expressly and specifically authorized by this
Agreement,as described in Exhibit"D". Additional uses may be hereafter authorized by the Authority,but only upon
such terms and conditions as may be set out in such authorization. All changes to uses must be inserted into this
Agreement by Amendments to this Agreement by revising Exhibit"E"pursuant to paragraph 40. Tenant shall use the
Facilities solely for the conduct of Tenant's business and not for any other purpose, activity or line of business
whatsoever, without the prior expressed written approval of the Authority. Authorization may be denied for any
reason in the sole and absolute discretion of the Authority as long as this judgment is made on a good faith basis.
Tenant understands that a violation of this Section is a Material Default and may be considered by the Authority as a
breach of this Agreement. Tenant shall make no use of the Airport,which in any way interferes with the safe conduct
of the Airport,including any aircraft operation.
b. Commercial Use of Facilities and Future Improvements. Tenant agrees to obtain written permission from the
Authority prior to commencing or permitting any commercial use of the Facilities not specifically listed or additional
improvements thereto, in accordance with the then current Airport policies, codes, rules, regulations and/or other
standards. The Tenant shall at all times maintain and pay for any required permits,licenses,insurances,and taxes as
then required by law.
c. Quiet Enjoyment. The Tenant, upon payment of the required fees and rents, and the faithful performance of such
covenants,agreements and conditions required by law,and/or by this Agreement,shall and may,peaceably and quietly
have and enjoy those portions of the Airport authorized for Tenant's use. Such use shall be free from molestation,
eviction or disturbance by the Authority or any person claiming by,through, or under the Authority, subject to the
terms and conditions of the law or agreement entered into.Such quiet enjoyment is conditional upon Tenant adhering
Aill Page 4
v nt's Initials)
16G ?
Marco Island Executive Airport—Aviation Facilities
Specialized Aviation Service Operations(SASO)Sub-Lease Agreement—June 2009
Collier County Airport Authority,Sub-Lessor(Authority)
Raven Air LLC,DB/A Island Hoppers,Sub-Lessee(Tenant)
to the conditions,provisions and terms set forth in this Agreement and without limitation,all other laws,codes,rules
and/or regulations referred to anywhere in this Agreement.
8. Construction and Improvements.
a. Construction and Improvements. The Tenant is required to get Authority's approval prior to any development,
construction and/or improvements on the Facilities,and all development,construction and/or improvements must be
in accordance with all applicable Federal Aviation Administration (FAA) Rules, Advisory Circulars, Design
Standards,or other governing and/or related regulations and codes,and all applicable Federal,State of Florida,Collier
County and local codes,permits,rules,and regulations.
b. Authorization and Approval. Authorization and approval is required from the FAA and/or from any other then
applicable regulatory agency of Florida and/or the Government of the United States for any construction or alteration
to an existing facility. Alteration is a change to an existing structure,such as an addition of antenna,a change to the
marking and lighting of a facility, a change to power and/or frequency, and/or the change to the height of a facility.
This approval process requires FAA Form 7460-1"Notice of Proposed Construction or Alteration".
c. Collier County Codes Apply. Tenant must meet Collier County standards as specified in all then applicable Collier
County Codes(Ordinances)for all design,planning,permitting,and construction activities,including development or
extension of infrastructure.
d. No Assumption of Liability. The Authority's approval of any of Tenant's Plans submitted shall not constitute the
assumption of any liability by the Authority for the compliance or conformity of the Tenant's Plans with applicable
building codes, zoning regulations, or county, state, and federal laws, ordinances, and regulations, nor for their
accuracy or suitability for Tenant's intended purpose. Tenant shall be solely responsible for Tenant's Plans,and the
Authority's approval of the Tenant's Plans shall not constitute a waiver of the Authority's right thereafter to require
Tenant, at Tenant's expense, to amend the same so that they comply with applicable building codes, zoning
regulations, county, state, or federal laws, ordinances, or regulations, and to make such construction changes as are
necessary so that the completed work is in conformity with the Tenant's Plans as amended. In the event the Authority
refuses to approve Tenant's Plans,the Authority shall notify Tenant of the changes required to be made,and Tenant
may revise Tenant's Plans to incorporate the required changes and then resubmit revised Tenant's Plans to the
Authority for approval. The Authority shall attempt to reply in writing to Tenant's submitted Plans within forty-five
(45)days after Authority's receipt of the submitted Plans,regarding Authority's approval,approval subject to required
changes,or other response to Tenant regarding Tenant's submitted Plans. Tenant shall always be granted a reasonable
time to make the required amendments or otherwise comply with the Authority's respective written response to
Tenant.
e. No Liability Regarding Permitting or Other Authorization. Neither Collier County nor the Authority, nor any
officer, employee representative of agent of either, shall be liable in any way whatsoever for any developmental
permitting and/or any other permitting,permission or other authorization that is not completed to the desires of Tenant
for any reason whatsoever, including and not limited to financial restraint(s), management, seen and/or unforeseen
obstructions and/or delays, and/or any natural disaster(s) and/or any other circumstances whether or not under the
control of Collier County and/or the Authority, and/or any now existing,new, amended and/or superseding Florida
law(s)and/or Federal law(s), State of Florida and/or Federal mandates,rules,regulations related directly or indirectly
to any and all such permitting, mitigation or any other reason that does or may impede and/or delay Tenant from
fulfilling its obligation under this Agreement.
f. Additional Improvements Constructed During the Agreement Term. Tenant may be authorized by the Authority
in writing by paragraph 40. "Special Provisions" to construct additional improvements or modifications during the
Agreement term,adhering to the requirements of those codes,rules and regulations then in effect and applicable to the
Authority.
9. Ownership of Improvements,Liens,Mortgages and Other Encumbrances.
a. No Mechanics Liens. Nothing in this Agreement shall be deemed or construed in any way as constituting the consent
or request of the Authority, express or implied by reference or otherwise, to any architect, engineer, surveyor,
contractor,subcontractor,etc.(at every tier),laborer,material manufacturer,supplier or mechanic for the performance
Page 5
Marco Island Executive G
ecutrve Airport—Aviation Facilities
Specialized Aviation Service Operations(SASO)Sub-Lease Agreement—June 2009
Collier County Airport Authority,Sub-Lessor(Authority)
Raven Air LLC,DB/A Island Hoppers,Sub-Lessee(Tenant)
of any labor or the furnishing of any materials,supplies or services requested by Tenant for or in connection with the
Facilities or any part thereof. Notice is hereby given that neither Collier County nor the Authority shall be liable for
any labor or materials,supplies or services furnished or to be furnished to Tenant upon credit,and that no mechanics
or other lien for labor,materials, supplies or services shall attach to or affect the fee or reversionary or other estate or
interest of the Authority or Collier County in the Facilities,or in any improvements,or in this Agreement. All Persons
dealing with the Facilities and with Tenant are hereby put on notice that Tenant does not have the power to deal with
the Facilities in such a manner as to authorize the creation of mechanics liens, by implication or otherwise and all
Persons making improvements to the Facilities,either by doing work or labor or services or by supplying materials or
supplies thereto,at the request of Tenant or Persons dealing by,through or under Tenant,are hereby put on notice that
they must look solely to Tenant and not to the Facilities or any part thereof or to any improvements, or to this
Agreement for the payment of any services,labor,materials or supplies performed upon or delivered to the Facilities.
"Persons"refers to individuals and all entities.
b. Force Majeure. Neither Authority nor Tenant shall be deemed to be in default with respect to the performance,
commencement,or completion of any of the work to be performed by such party under this Section if such failure to
perform, commence,or complete any or all of such work is due to circumstances beyond its control,such as,and not
limited to,a strike, lockout,labor dispute,shortages of materials,supplies or labor,fire or other casualty,litigation or
governmental action or inaction,or delay or acts of war,including acts of terrorism. For purposes of this Section the
acts of a third party shall not be deemed to be within the control of Authority, Collier County or Tenant unless
Authority,Collier County or Tenant,respectively,authorized such acts.
c. Trade Fixtures. Tenant may, from time to time, install, operate, repair, and replace any trade fixtures and other
lawfully present personal property on the Facilities,all of which shall be and remain the property of Tenant and may
be removed at any time during the term hereof and within thirty(30)days after expiration or earlier termination of the
term hereof;provided,however,that,absent written approval to remove from the Authority,Tenant shall not remove
any such item while in default of Agreement. Tenant shall, at its own cost and expense, repair any damage to the
Facilities caused by such removal in a manner reasonably acceptable to the Authority. Failure to remove trade fixtures
or other personal property as provided herein shall not constitute a holdover by Tenant, but all such property not
removed within the time specified above shall be deemed to have been abandoned by Tenant, in which case, the
Authority may either use or dispose of the same as it shall see fit without any liability to Tenant therefore or may
remove and store the same at Tenant's expense. The terms trade fixtures and other personal property shall not include
(1) any item hereafter installed or erected thereon by the Authority or at its expense or(2) any item affixed to the
Facilities or to any improvement which cannot be removed without material injury to the Facilities or to any
improvement,whether or not installed by and at Tenant's expense.
d. Removal of Tenant's Property in the Event of a Default. If upon the expiration of the Lease Term hereof or earlier
termination of this Agreement, Tenant shall be in default hereunder, the Authority may, at its option, give notice to
Tenant that Tenant may,within fifteen(15)days after the date such notice is given,remove its trade fixtures and other
personal property,provided that such removal will not result in material injury to the Facilities or any improvement,
and that Tenant shall at its expense repair any damage to the Facilities and/or to any improvement caused by such
removal in a manner acceptable to the Authority. In such event, any trade fixtures or other personal property not so
removed within such time period shall be deemed to have been abandoned by Tenant,in which case the Authority may
either use or dispose of the same as it shall see fit without any liability to Tenant therefore or may remove and store the
same at Tenant's expense.
e. Title to Improvements. Title to both the Authority's Improvements and to such of the Tenant's improvements that
are not trade fixtures or other personal property shall be and vest in the Authority upon the expiration or early
termination of this Agreement. Tenant hereby covenants to promptly execute and deliver to Authority any and all
instruments or documents that Authority reasonably requests to effectively transfer,assign, and otherwise convey full
title to such Improvements in fee to Authority.
f. Unencumbered Title to Improvements. During the Agreement Term, title to all improvements existing or
constructed upon the Facilities by or on behalf of Tenant are and shall be vested in Tenant. All liens and/or other
Page 6
's nitials)
16G2
Marco Island Executive Airport—Aviation Facilities
Specialized Aviation Service Operations(SASO)Sub-Lease Agreement—June 2009
Collier County Airport Authority,Sub-Lessor(Authority)
Raven Air LLC,DB/A Island Hoppers,Sub-Lessee(Tenant)
encumbrances(except mortgages(s))placed upon the Facilities due to actions and for inactions of Tenant,or through
Tenant,shall by Tenant,be completely and absolutely removed as soon as possible,and in all events no mortgage,lien
or any other encumbrance shall be upon this Agreement or upon any improvement at the end of the Agreement Term
of this Agreement.An"encumbrance"is anything that results in Collier County receiving anything less than complete
marketable title to all improvements and /or anything less than a total and complete unencumbered return of the
Facilities to the Authority.
10. Condition,Maintenance and Repair of Facilities.
a. Tenant Accepts Facilities "As-is". Tenant acknowledges that it has fully inspected the Facilities and hereby
accepts the Facilities, improvements and each appurtenance thereto as is, in their present state and condition, as
suitable for the purpose for which the same are sub-leased and agrees to allow for changes in such condition,
occurring by reasonable deterioration between the date this Agreement is executed and the date such changes
occur.
b. The Authority Shall Maintain.
1. The Authority shall maintain and repair the exterior walls, roof and structure of the Facilities due to normal
deterioration, severe weather destruction or natural disaster. The Authority will also maintain and repair all
air conditioning, heating, ventilation,electrical and plumbing repairs that are required to have a certified or
licensed individual. If the repairs required are not due to normal and reasonable use and wear, the Tenant
shall pay the reasonable cost of the repairs and such expenses will be considered and billed as additional rent
due on the last day of the month following the month in which the repairs or replacements were made.
2. The Authority shall arrange for such repairs in accordance with Collier County's and the Authority's
maintenance and repair priorities, provided however if the Authority's repairs will effect Tenant's quiet
enjoyment,then the Authority shall notify Tenant of available times.
3. The Authority will maintain and repair all Authority owned aircraft operating ramps, aprons, taxi lanes,
taxiways, and runways due to normal wear and deterioration. A reasonable cost will be associated to the
Tenant if a fuel or other corrosive spill deteriorates the ramp, apron or asphalt due to the Tenant's
negligence.
The Authority will not maintain any tie down fixtures on the premises of the sub-leased Facilities, permanent or
otherwise.
c. Tenant Shall Maintain.
1. The Tenant agrees to take good care of and maintain the Facilities in good condition throughout the term of
the Agreement, including routine preventive measures to preclude damage due to exposure to the elements.
The Tenant, at its expense,shall make all necessary repairs and replacements to the Facilities, including the
replacement of fixtures, all light bulbs, filters, carpentry, the repair of interior walls, flooring, doors, locks,
appliances and their appurtenances, except those which require a state license to perform (for example, an
electrician).
2. Tenant shall always provide timely and adequate repair and/or maintain all buildings,structures,improvements,
facilities(including utility facilities),trees and all other foliage,and all personal property during and throughout
the remainder of the useful life of each such item or tangible and intangible property, including to the extent as
may be determined by the Administrator of the FAA(or his or her successor(s)). Tenant shall obtain new and/or
additional materials as then required to rehabilitate, promptly maintain and/or repair buildings, structures,
improvements, facilities, rights-of-way and items of personal property, including any damage brought on by
demolition(or any other removal)of the then existing counterpart buildings,structures,improvements,facilities,
rights-of-way and/or personal property transferred by this Agreement. The Tenant is to comply with all then
Page 7
id'"s tials)
Marco Island Executive Airport—Aviation Facilities
Specialized Aviation Service Operations(SASO) Sub-Lease Agreement—June 2009
Collier County Airport Authority,Sub-Lessor(Authority)
Raven Air LLC,DB/A Island Hoppers, Sub-Lessee(Tenant)
applicable laws,rules and regulations with regard to each such item,including,if applicable,the authorization or
approval of work, including restricting, controlling, and regulating heights and locations of manmade objects,
trees and all other objects of natural growth or terrain thereby preventing airport hazards and incompatible uses,
activities and construction. All such activity shall be in compliance with then applicable statutes, rules and
regulations,including Chapter 333,Florida Statutes,and Part 77 of 14 Code of Federal Regulations.
1 The quality and class of all repairs and replacements shall be equal to the original worth. If Tenant defaults
in making such repairs or replacements,the Authority may make them and such expenses will be considered
and billed as additional rent, due on the last day of the month following the month in which the repairs or
replacements were made. At the termination of the Agreement, by time or otherwise, the Tenant shall
surrender the Facilities in as good condition as it was in at the beginning of the term, reasonable use and
wear excepted.
d. Additional Tenant Assurances. Tenant agrees at its own cost and expense to repair or replace any damage or
injury done to the Facilities,or any part thereof,caused by Tenant,Tenant's agents,employees,Tenants,licensees,
invitees, or visitors. If Tenant fails to make such repairs or replacements promptly, the Authority may, at its
option, make such repairs or replacements and Tenant shall pay the reasonable cost thereof to the Authority on
demand. Tenant agrees not to permit or allow any waste or damage to be committed on any portion of the
Facilities,and at the termination of this Agreement,by lapse of time or otherwise,to deliver up the Facilities to the
Authority in as good condition as on the date of possession by Tenant,ordinary wear and tear and damage caused
by the elements alone excepted, and upon such termination of this Agreement, by lapse of time or otherwise, and
after notice as required by law, the Authority shall have the right to re-enter and resume possession of the
Facilities.
e. The Authority's Right to Correct Deficiencies. The Authority has the right to require reasonable maintenance and
repairs to the Facilities or the improvements thereon by Tenant as required by this Agreement. After sufficient notice
as required by this Agreement,if the Tenant fails to make the required corrections,the Authority shall have the right to
enter the Facilities,or improvements thereto,correct the deficiency,and recover the reasonable cost of activities from
Tenant as additional Rent on the next Rent due date.
f. Repair of Damage. If the Facilities or improvements thereto is partially destroyed or damaged by fire or other
casualty,Tenant shall repair and restore the Facilities or improvements thereto as soon as it is reasonably practicable.
Such repair or restoration shall commence not later than six(6)months after such damage,and be completed within
six (6) months thereafter. Such restoration shall be to substantially the same condition in which the Facilities or
improvements thereto was before such damage. In the event that Tenant has not commenced repairs within six(6)
months from the date of said damage and thereafter completed such repairs within six(6)months,this Agreement may
be immediately terminated by the Authority. Such termination shall be made effective by serving notice upon the
Tenant,and effective on the date of receipt of such notice by the Tenant.
g. Destruction of the Facilities or Improvements Thereto. In the event the Facilities or improvements thereto are
completely destroyed or so badly damaged that the safe occupancy and operation of a public business cannot be
conducted,this Agreement will be terminated.
h. Installation of Utilities. The Authority warrants that electrical, water, and sewer are available at the Airport. The
Authority shall not be responsible for payment of any utility fees, monthly service fee or otherwise, except as
otherwise noted in Part One of this Agreement.
i. Compliance with Environmental Laws. Tenant shall promptly notify the Authority of the release of any hazardous
substances on the Facilities or other act or omission that results in the environmental contamination of the Facilities.
Tenant shall comply with all applicable Environmental Laws pertaining to the protection of the environment,
including but not limited to those regulating the possession, storage, handling, and disposal of Hazardous Materials.
Further,neither Tenant nor any agent or party acting at the direction or with the consent of Tenant shall possess,use,
transport, treat, store, or dispose of any hazardous substance as defined in Section 101(14) of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended from time to time (CERCLA), or
petroleum(including crude oil or any fraction thereof)on any part of the Facilities or the Airport;provided however,
AA, Page 8
errrnt's nitials)
16G2
Marco Island Executive Airport—Aviation Facilities
Specialized Aviation Service Operations(SASO)Sub-Lease Agreement—June 2009
Collier County Airport Authority,Sub-Lessor(Authority)
Raven Air LLC,DB/A Island Hoppers, Sub-Lessee(Tenant)
that this sentence shall not prohibit Tenant from storing,dispensing, or using Hazardous Materials on the Facilities if
such activities are conducted in accordance with all applicable laws and regulations. Tenant shall not install any
petroleum storage tanks on the Facilities or the Airport without the prior written consent of the Authority.
j. Hazardous Substances, Materials and Waste. No hazardous substances and/or materials subject to regulation
by the EPA, or by Florida Department of Environmental Protection, or by any other governmental authority shall
be stored or disposed of on the Airport except in accordance with then applicable Federal, State and local laws,
codes,rules and Regulations.
k. Environmental Assessment and Remediation. The costs of remediation of any and all environmental damage or
pollution then required by any law, code, rule and/or regulation shall be the sole responsibility of the Tenant,
including any or all such damage and/or pollution,if any,that existed prior to the execution of this Agreement if this
Agreement is not terminated for pollution related reasons as specified in this sub-paragraph.. The Authority may for
good cause require that Tenant furnish to the Authority(or to any other governmental authority or agency)a Phase I
Environmental Assessment Report or other substantially similar report regarding the Facilities,in accordance with the
laws,codes,rules and regulations in effect at that time.Neither Collier County nor the Authority makes any promises,
warranties or representations regarding any such now existing damage or pollution except that neither Collier County
nor the Authority is aware of any such now existing damage and/or pollution. The Authority recommends that the
Tenant have a Phase 1 Environmental Assessment conducted because neither Collier County nor the Authority shall
have any responsibility with regard to now existing ground pollution at the Facilities, if any, and the Tenant hereby
assumes all of those risks. If the Assessment should show that it would not be advisable that Tenant make
improvement to the Facilities,that Report can be grounds that the parties mutually agree to terminate this Agreement
due to such pollution, or may be a basis for the parties to mutually agree to try to resolve such pollution problems
whereby Tenant can reasonably proceed to make improvements to the Facilities.
1. Signs. Tenant must obtain Authority consent to paint or construct any exterior signs,including signs approved by
means of Collier County Sign Permit(s). The Tenant shall be responsible for all cost and expense of installing,
maintaining and repairing all such signs. Tenant shall not install, erect,paint or maintain any temporary signs or
advertising displays, such as banners,balloons,flashing signboards,and/or any similar visual devices whatsoever,
except to the extent that such devices are then authorized by Collier County Code and are also approved in writing
by the Authority's Executive Director.
m. Alterations and Improvements. Tenant shall not make any alterations,additions,or improvements to,or install
any fixtures on,the Facilities without the Authority's prior written consent. If after a request for such consent,the
Parties agree that the items to be installed constitute Tenant's personal property,then Tenant shall have the right to
remove all such personal property without further notice to the Authority. If such consent is given,all alterations,
additions, and improvements made, and fixtures installed by Tenant shall become the Authority's property upon
the expiration or termination of this Agreement. The Authority may,however,require the Tenant to remove such
fixtures,at Tenant's cost,upon the termination hereof.
11. Compliance. Tenant shall always be granted reasonable time to cure defaults except default in prompt,full payment of
Rent and/or all fees. If the Tenant fails to correct the default(s)as specified by the Authority's notice within the specified
period, the Authority may, at its option, terminate this Agreement with at least thirty (30) days advance written notice to
Tenant from the Authority of such termination. Upon such termination, without further notice or demand, the Authority
may enter upon and into the Facilities,and/or any and all improvements thereto,or any part thereof,and take absolute and
sole possession of the same fully and absolutely,and such re-entry shall not be deemed judged or otherwise considered to
be any trespass, unlawful entry or unlawful access whatsoever. In addition, the Authority may also require all operations
and or activities at the Facilities to cease and all removable items be removed from the Airport.
a. Compliance Time. The Tenant shall then have ten(1 0)days to cure or remedy said default or otherwise comply with
any demand contained within such written notice which cures or remedies the default.In the case of a safety issue the
Tenant shall have only the necessary time to remedy the situation or the Authority will provide remedy and bill the
Tenant for the reasonable costs associated with the remedy. For a late payment,fuel flowage fee or any financial debt
owed to the Authority,the Tenant will have ten(10)days to submit the payment after a written notice is sent.
4, Page 9
ti p' tials)
Marco Island Executive Airport—Aviation Facilities
G E„
Specialized Aviation Service Operations(SASO)Sub-Lease Agreement—June 2009
Collier County Airport Authority,Sub-Lessor(Authority)
Raven Air LLC,DB/A Island Hoppers, Sub-Lessee(Tenant)
b. Failure to Comply. If the Tenant fails to correct the default as specified by the Authority's notice within the
specified period,or if the Tenant receives a second notice of default within the term of this Agreement,the Authority
may, at its option,terminate this Agreement immediately,or at any time thereafter. Such termination may be made
without further notice or demand. Upon such termination,without further notice or demand,the Authority may enter
upon and into the Facilities,or improvements thereto, or any part thereof, and take absolute possession of the same
fully and absolutely, and such re-entry shall not be judged trespass. In addition, the Authority may require all
associated and permitted operations to cease and be removed from the Airport,except such operations as may be the
subject of a separate written Agreement.
12. Permits and Taxes,Laws and Authority.
a. Permits and Taxes.Tenant shall pay when due all then applicable taxes,special assessments,excises,license fees and
permit fees of whatever nature applicable to its operation levied or assessed against the Airport, or improvements
thereto. Tenant shall take out and keep current all licenses,permits,and certificates(City,County,State and Federal)
required for the conduct of its activities at and upon the Airport, and further agrees not to permit any of said taxes,
excise or license fees to knowingly become delinquent.
b. Laws.Tenant at its own expense,and at no expense to either Collier County and/or the Authority,shall fully comply
with all laws, regulations, rules, ordinances, and requirements of the applicable City, County, State and Federal
authorities and agencies which affect this Agreement,the land granted by this Agreement,any improvements upon the
Facilities, and/or operations thereon. Such compliance shall be with any laws, regulations, rules, ordinances or
requirements, which have been or may be enacted or promulgated during the effective period of this Agreement,
except to the extent, if any,that Tenant is"Grandfathered”against any of the same as specified in the respective law,
regulation,rule,ordinance,or other requirement.
c. The Authority.Tenant recognizes the authority of the Authority and/or its designees to take those necessary and legal
actions required to safeguard any person,entity, aircraft,equipment and/or property at the Airport and or reasonably
adjacent to the airport. Tenant agrees to abide by every suspension, restriction, and/or designation of specific
procedures applicable to any or all Airport operations whenever the Authority or its designees, or any other
governmental authority or agency(such as the FAA)may impose any of the same.
13. Assignment and Sub-Sublease;Authority Consent Required.
Authority Consent Required. Tenant shall not assign, sub-sublease or otherwise transfer or delegate any right or duty
granted by this Agreement, nor the Facilities, including improvements constructed or occupied in accordance with this
Agreement. All of the same shall be void ab initio absent prior express written consent of the Authority, which consent
shall not be unreasonably withheld.The Authority may condition such consent upon an increase in the Rent up to the then
existing fair market value, and may require other conditions or covenants before consenting to any of the same. Such
additional Rent,conditions or covenants shall be in accord with the terms and conditions for similar agreements in effect at
the Airport at the relevant time(s). If this Agreement is assigned, sub-subleased,or otherwise transferred or delegated,all
clauses herein binding the parties hereto are also binding on any and all successors and/or assigns, unless specifically
authorized in writing by the Authority. No notation shall be authorized unless expressly approved by the Authority, and
Tenant shall have a heavy burden proving the actual necessity for any partial or whole notation.
14. Default and Termination.
a. Definition. If the Authority determines that the Tenant is in violation of any of the terms,conditions or covenants of
this Agreement,or the Tenant fails to pay,any Rent, fee or charge when due,any such failures shall be considered a
material default of this Agreement Each Material Default grants to the non-defaulting party sufficient cause to
terminate this Agreement.
b. Written Notice Required. The Authority's Executive Director shall provide the Tenant with written notice of any
determination of default provided Tenant has informed the Authority in writing of Tenant's correct mailing address.
The written notice shall always grant Tenant a reasonable time to cure the default(s), and Tenant may request
additional time to cure, which will not be unreasonably withheld or denied. Notice shall be deemed to have been
actually received by Tenant if(1)the Executive Director mails such notice to the Tenant's last known mailing address
Page 10
ant's Initials)
16G2
Marco Island Executive Airport—Aviation Facilities
Specialized Aviation Service Operations(SASO)Sub-Lease Agreement—June 2009
Collier County Airport Authority,Sub-Lessor(Authority)
Raven Air LLC,DB/A Island Hoppers, Sub-Lessee(Tenant)
irrespective of whether Tenant actually receives such notice,or(2)such notice is posted on the Facilities.This notice
provision does not apply to any late payment of a Rent,fee and/or charge unless the same is a new fee or charge that
was not theretofore known to Tenant.Every such notice shall be deemed to be continuing notice.This subparagraph is
in addition to paragraph 29.
c. Compliance Time. Except as stated elsewhere in this Agreement regarding the respective specific default, Tenant
shall then have ten(10)working days to cure or remedy said default or otherwise comply with any demand contained
within such written notice which cures or remedies the default,provided,however,if such failure cannot be corrected
within that period, it shall not constitute a Default if the failure is susceptible to being corrected and if the Tenant
initiates curative action within that period and diligently pursues it until the Tenant corrects the failure within a
reasonable period of time. This notice provision does not apply to any late payment of any Rent, fee and/or charge
unless the same is a new fee or charge that was not theretofore known to Tenant.Every such notice shall be deemed to
be a continuing notice.This subparagraph is in addition to paragraph 29.
d. Failure to Comply. If the Tenant fails to correct the default(s) as specified by the Authority's notice within the
specified period, the Authority may, at its option, terminate this Agreement with a thirty day (30) written notice to
terminate. Upon such termination, without further notice or demand, the Authority may enter upon and into the
Facilities,and/or any and all improvements thereto,or any part thereof,and take absolute possession of the same fully
and absolutely, and such re-entry shall not be judged trespass or unlawful entry or unlawful access whatsoever. In
addition,the Authority may also require all operations and or activities to cease and be removed from the Airport.
e. Non-Waiver of Rights. Continued performance by either party hereto pursuant to any provision of this Agreement
after a default of any provision herein shall not be deemed a waiver of any right to cancel this Agreement for any
subsequent default,and no waiver of any such default shall be construed or act as a waiver of any subsequent default
irrespective of how long the default may have existed.
1. Agreement Remains Binding. All provisions of this Agreement remain binding upon the Tenant while the Tenant is
in default,and if this Agreement is terminated due to default by Tenant.
15. Airport Property Development Rights Reserved. Collier County and the Authority reserve the right to further develop
the Airport as it sees fit,without unreasonable interference or hindrance from Tenant.
a. Partial Relocation,Removal and/or Alteration. If development of the Airport by Collier County or the Authority
actually necessitates the partial relocation,partial removal or partial alteration of Tenant's improvements,operations or
activities from the Facilities,Collier County may amend this Agreement or,if necessary,terminate this Agreement and
negotiate in good faith with Tenant to accommodate Tenant's desires regarding another then existing and available
suitable Facilities("other site")at the Airport. To the greatest extent commercially practicable,Collier County and the
Authority will use their best efforts to avoid or reduce any and all such necessity. Tenant shall be granted full or partial
abatement of rent to the extent Tenant's activities are harmed by such development. A taking by the Federal
Government or by any Agency thereof,or a taking by the State of Florida or any Agency thereof, and/or a taking by
any other entity shall be controlled by the laws, rules and regulations then applicable to that taking, including the
required notices, service of process, procedures, valuing the monetary amount of the taking and the amount of
compensation due and payable to Tenant and to others harmed by that taking.
b. Notice of Partial or Total Taking. In the event of any taking by Collier County or by the Authority of the areas
authorized for use by this Agreement,the Authority will provide Tenant with notice as soon as possible-minimum of
ninety(90)days notice-of such impending action. In the event of such a taking,Tenant's obligation to pay Rent and
other charges shall terminate on the date of the taking. In the event of a partial taking,Tenant shall not be required to
pay rent for any of the square footage taken.
16. Severability. If any clause or provision herein shall be adjudged invalid or unenforceable by a court of competent
jurisdiction or by operation of any applicable law, it shall not affect the validity of any other clause or provision,which
shall remain in full force and effect.
17. Right of Aircraft Operations. The Authority hereby reserves a right of aircraft ground operations on and above the
surface of the Airport,when conducted in accordance with the then existing Federal Aviation Regulations,together with the
right to cause such noise,odors and other disturbances as may be inherent in such operation.
Page 11
"fit s mtials)
16G2
Marco Island Executive Airport—Aviation Facilities
Specialized Aviation Service Operations(SASO)Sub-Lease Agreement—June 2009
Collier County Airport Authority,Sub-Lessor(Authority)
Raven Air LLC,DB/A Island Hoppers,Sub-Lessee(Tenant)
18. Reserved Water, Gas, Oil, and Mineral Rights. The Authority reserves all water, gas, oil, hydrocarbon and mineral
rights in and under the surface of the Airport. However,the Authority shall not conduct any operations on the surface of the
Airport for the exploration, development or recovery of the rights and substances reserved which would unreasonably
interfere with the Tenant's authorized use of the Facilities and/or Tenant's other then existing rights to have access to other
parts of the Airport.
19. Easements and Right of Way.
a. Existing Easements. This Agreement is subject to all existing right-of-ways and/or easements of record and all other
easements granted by the Authority or Collier County to any other agreements or to other individuals and/or entities at
the Airport,and to easements retained by Collier County.
b. Authority's Right to Use Existing Easements. The Authority and Collier County retain the right to locate utilities as
necessary on existing and future utility easements on the Airport provided the same does not unreasonably interfere
with authorized operations and/or authorized activities of Tenant.
c. Easements to be Accessible. Tenant shall leave any utility easements upon the Airport open and unobstructed. A
perpetual easement and right-of-way for the construction,maintenance,removal and replacement of any and all utility
lines,manholes,and related facilities through,over,across and under the Airport is hereby reserved for the benefit of
the Airport,Collier County and the Authority.
d. Authority's Right to Establish Easements. Collier County and or the Authority may at any time and from time-to-
time relocate,in whole or in part,any easement serving the Airport,provided that such relocation does not diminish or
permanently interrupt the rights or operations of the Tenant nor increase the costs to be incurred by Tenant. The
Authority may temporarily interrupt operations and/or activities with respect to such Easements during the period of
relocation, and the Authority agrees to restore the Airport to a condition substantially similar to the condition existing
prior to any alterations thereto by the Authority.No such interruptions shall be of a greater duration than is reasonable
under the circumstances.
e. Authority's Right to Protect Aerial Approaches. The Authority reserves the right to take such action as, in the
judgment of the Authority, may be reasonably necessary to establish and protect aerial approaches to the Airport
against obstruction, including the right to prevent persons from erecting or permitting to be erected any improvements
on the Airport which would constitute a hazard to aircraft.This includes Florida law,including Chapters 332 and 333,
Florida Statutes, as now exist or may be amended and/or superseded, and all then existing, applicable Federal laws,
rules and regulations.
20. Security and Safety. Tenant will fully and freely participate in the Authority's security and safety programs as they
relate to the Airport.
21. Airport Access. Subject to the rules and regulations established from time-to-time by the Authority, the Tenant has the
right of free access, ingress to and egress from those parts of the Airport authorized for the Tenant's use by this
Agreement. Such access also applies to the Tenant's employees,agents,patrons and invitees,its suppliers of materials and
furnishings of services and its equipment, vehicles, and machinery. The Authority may, at any time, temporarily or
permanently close or consent to the closing of any roadway or other right-of-way for such access, ingress, and any other
area at the Airport or in its environs presently or hereafter used as such. In such a case, a means of access, ingress and
egress reasonably equivalent to that formerly provided may be substituted and concurrently made available subject to the
Airports security and operational needs.
22. Limitation of Authority's Liability and Tenant's Remedies. Tenant agrees that Tenant nor any other individual or
entity shall have no claims whatsoever against the Authority or Collier County for any damages incurred by Tenant or any
other individual and/or entity arising or occasioned by Tenant's inability to access or use the Facilities or any of Tenant's
improvements thereon,for whatever reason,provided such inability to access or use of any part(s)of the Facilities and/or
any improvement(s) thereon would not then exist but for wholly unjustified action or wholly unjustified inaction of the
Authority. Tenant agrees that its sole remedy against the Authority for loss of use of the Facilities and Tenant's
improvements,regardless of the reason for such loss of use or the duration thereof; shall be an abatement of the Rent due
hereunder, or cancellation of the term of this Agreement and reimbursement for the original costs depreciated of the
improvements as determined by an independent appraiser. If such inability to access or use the Facilities or Tenant's
Page 12
ant a Initials)
16G2
Marco Island Executive Airport—Aviation Facilities
Specialized Aviation Service Operations(SASO)Sub-Lease Agreement—June 2009
Collier County Airport Authority,Sub-Lessor(Authority)
Raven Air LLC,DB/A Island Hoppers,Sub-Lessee(Tenant)
improvements thereon was the fault of the Authority,as stated hereinabove,and such period exceeds thirty(30)days,the
parties agree that the Term of this Agreement shall be extended by the number of days that Tenant was unable to access or
use the Facilities or Tenant's improvements.
23. Authority's Right to Enter. The Authority, its officers, agents and representatives, subject to any security regulations
imposed by any governmental authority, shall have the right to enter all parts of the Facilities at reasonable hours when
Tenant or Tenant's representative is present,to inspect the same when reasonably required and as it may deem necessary
or desirable.
24. Operational Reports. At no cost to the Authority,Tenant agrees to submit to the Authority,upon written request by the
Authority any report or reports and/or information regarding Tenant's operations and/or activities at the Airport. The
Authority agrees to receive from Tenant, upon request by Tenant, any reports the Tenant deems appropriate for the
purpose of keeping the Authority informed of any operational problems and of any suggested improvements at the Airport.
"Report" or"information" refers to documents, papers, plans, etc. that are in the possession of Tenant or possession of
which is reasonably obtainable by Tenant.This provision does not require Tenant to write or compose any such Report or
information.
25. Automobiles and Other Vehicles. The Authority reserves the exclusive right to control,by security gate,uniform driving
regulations, or otherwise,all vehicular ingress and egress to, and operations on,the aircraft operating areas including but
not limited to all taxiways,runways and ramp areas on the Airport.
26. Attorney's Fees. Authority and Tenant agree that if either is found by a court to have breached this Agreement,
reasonable attorney's fees and all costs(expenses)of litigation,including all appeals,remands,etc.,witness fees and costs,
expert witness fees and costs, etc., shall not be recoverable from the losing party or otherwise. Each party shall be
responsible for all of its costs and fees.
27. Subordinate Clause.This Agreement is and shall be subject and subordinate to the provisions of any existing or future
agreement, ordinance or other action between the Authority and Collier County and/or any Boards, Agencies, or
Commissions relative to the ownership, operation or maintenance of the Airport. However unless the Authority has no
discretion, the same shall be applied to the Tenant only to the extent same do not unreasonably interfere with the
authorized operations and/or authorized activities of Tenant.The burdens of proof and persuasion shall be on the Tenant.
28. Termination of Agreement. At the conclusion of the Agreement's Term, any improvements to the Facilities
automatically becomes the property of Collier County upon such termination, and without further notice or demand the
Authority may enter upon and into the Facilities, which includes all improvements thereto, or any part thereof,and take
absolute possession of the same fully and absolutely,and such re-entry shall not be deemed to constitute any trespass or
any other unauthorized entry. In addition,the Authority may also require all associated and permitted operations to cease
and be removed from the Facilities. This paragraph shall not apply to Tenant's trade fixtures and/or Tenant's equipment
provided each of the same can be physically removed by Tenant without physical damage to the Facilities,building and/or
structure, and each item is removed from the Facilities prior to a scheduled Termination date of this Agreement. If the
Termination date of this Agreement is not scheduled(not known to Tenant unless and until Tenant receives written Notice
of the Termination date from the Authority's Executive director),Tenant shall have thirty(30)days to remove the items
after the date of Tenant's receipt of such Notice.
29. Applicable Law. This Agreement shall be controlled by the Laws of Florida and,as applicable,Federal Laws.
30. Venue; Jurisdiction. Litigation, if any,and/or administrative proceedings, if any,regarding this Agreement shall be
conducted in the applicable Florida Court(s) in Collier County to the greatest extent the issues are within the Court's
jurisdiction.
31. Legal Advice. Each party to this Agreement has relied upon legal advice from its own attorney and,therefore,nothing
in this Agreement shall be construed against any party.
32. Cooperation. Collier County, the Authority and Tenant agree to fully cooperate in good faith regarding this
Agreement.
APPage 13
t'r�'{ itials)
16G2
Marco Island Executive Airport—Aviation Facilities
Specialized Aviation Service Operations(SASO) Sub-Lease Agreement—June 2009
Collier County Airport Authority,Sub-Lessor(Authority)
Raven Air LLC,DB/A Island Hoppers,Sub-Lessee(Tenant)
33. Time is of the Essence. Throughout this Agreement,time is always of the essence.
34. Airport Purposes. The land, all rights-of-way,buildings, structures, improvements, and all personal property to which
this Agreement transfers any right,title or interest to Tenant must and shall be used on reasonable terms and without unjust
discrimination and without grant or exercise of any exclusive right for the use of the airport within the meaning of the
terms"exclusive right." As used herein the word"airport" shall be deemed to include at least all such land, buildings,
structures,improvements,rights-of-way and all such personal property.
35. Rights to Flight Reserved. The County and/or the Authority,reserve for the use and benefit of the public,a right of flight
for the passage of aircraft in the airspace above the surface of the Facilities herein conveyed. This public right of flight
shall include the right to cause in said airspace any noise inherent in the operation of aircraft used for navigation or flight
through the said airspace or landing at,taking off from or operation of the airport.
36. No Airport Hazards. That insofar as it is then within its power,Tenant shall adequately and promptly clear and protect
all aerial approaches to the Airport by removing, lowering, relocating, marking or lighting, or otherwise adequately
mitigating all airport hazards whatsoever,and by preventing establishment and/or creation of any and all additional airport
hazards subsequent to acceptance of a sub-lease. Tenant shall prohibit the erection of structures or growth of natural
objects that would constitute an obstruction to air navigation, and will prohibit any activity on the Facilities that would
interfere with or be a hazard to the flight of aircraft over the land or to and from the airport or interfere with air navigation
and to communication facilities serving the airport.
37. No Exclusive Rights. No exclusive right, as defined in Section 516 of the Airport and Airways Improvement Act (or
otherwise now or hereafter defined by applicable laws, rules and/or regulations) for use of the Airport (at which the
Facilities is sub-leased to Tenant,shall be vested directly or indirectly in any person(s),entity or entities,to the exclusion
of others then in the same class. The term"exclusive right"is defined to include
a. Any exclusive right to use the airport for conducting any particular aeronautical activity requiring the operation of
aircraft;or
b. Any exclusive right to engage in the sale or supply of aircraft,aircraft accessories,equipment or supplies(excluding
sale of fuel oil),or aircraft services necessary for the operation of the aircraft,aircraft engines,propellers and
appliances.
38. Except to the extent then mandated by laws,rules,regulations,or contract(s),no property transferred by a Sub-
lease(and any item of replacement of any of the same—buildings,structures,personal property,etc.),shall be used,
licensed,leased,sold,salvaged,or disposed of by Tenant for other than airport purposes without the then required written
consent of the Administrator of the FAA,which consent should be granted only if and when the then authorized
Administrator determines that the respective property can be used,licensed,leased,sold,salvaged,or disposed of for other
than airport purposes without materially and adversely affecting the development,improvement,continued and continuous
operation,or maintenance of the Airport.No building(s)or structure(s)disposed of shall be used as an industrial plant,
factory or similar facility within the meaning of any then applicable Federal law,rule or regulation,or Florida law,rule
and/or regulation,unless Tenant shall take such actions as the Administrator of the FAA or his/her successor in function)
and/or authorized representative(s)of the Government of the United States,the State of Florida,and/or any regulatory
agency of the State of Florida)shall determine to be required.
39. Non-Discrimination.No person on the ground of race,color,or national origin,shall be excluded from participation in,
be denied the benefit of,or be subjected to discrimination in the use of the Airport facilities or the furnishing thereon.
40. "Special Provisions." Original Exhibit "E," lists the Special Part Two Provisions, if any. (If there are "None,"
specify "NONE".) All amendments to this Agreement and/or any other Exhibit shall be depicted on the applicable
Revised Exhibit"E,"including text of each amendment and the effective date. If the amendment amends text that then
exists in this Agreement (or in another Exhibit) it shall be depicted by strike-thru and underline format. If the
amendment only inserts new text into this Agreement(or into another Exhibit),the amendment shall clearly specify all
// 1 Page 14
���9 aitialsl
16G ,
Marco Island Executive Airport—Aviation Facilities
Specialized Aviation Service Operations(SASO)Sub-Lease Agreement—June 2009
Collier County Airport Authority,Sub-Lessor(Authority)
Raven Air LLC,DB/A Island Hoppers,Sub-Lessee(Tenant)
added text. The purpose of these Exhibits "E" is to facilitate understanding how this Agreement differs from the
Authority's Part Two Standard Form Sub-lease as of the Effective Date. The purpose of Revised Exhibits "E" is to
make a comprehensive and cumulative history of all amendments to this Agreement. Each party to each Revised
Exhibit"E"must affix his/her initials and date of affixing initials to each page of each Revised Exhibit E.
41. Exhibits. Exhibits A,B,C,D,and E attached and made part of this Agreement:
a. EXHIBIT"A" DESCRIPTION OF FACILITIES
b. EXHIBIT"B"RISK MANAGEMENT AND INSURANCE REQUIREMENTS
c. EXHIBIT"C" MINIMUM STANDARDS FOR COMMERCIAL AIRPORT AERONAUTICAL
ACTIVITY AND SERVICE PROVIDERS AT COLLER COUNTY AIRPORTS
d. EXHIBIT"D"SPECIALIZED AVIATION SERVICE OPERATIONS(SASO)DESCRIPTION
e. EXHIBIT"E"SPECIAL PROVISIONS(AND FUTURE AMENDMENTS)
IN WITNESS WHEREOF, the Authority and Tenant have executed this Agreement to be in effect as of:
(..)\r‘c_ ,200c( .:
ATTEST:TWO WITNESSES COLLIER COUNTY AIRPORT AUTHORITY
By: (p ' w.Oc
FIRST WI • S esa Cook,Executive Director Date
DC'ckJk c v e.. e c�
ioof riot Nam
/1,41
n SECOND WITNESS
Raker+ T ,eed'e
Print Name
Approved as to form and legal sufficiency:
eilakt&t-e)th
Colleen
Assistant County Attorney
Al IEST:TWO WITNESSES RAVEN AIR LLC.
062 y �� By: AL, l�/d
FIRST WINES k at
�P"nt e J
` ,r 'd
SECOND WITNESS
n{�Pjf tw(erh.e
Print Name
Page 15
(Tenant's Initials)
16G ?
Marco Island Executive Airport—Aviation Facilities
Specialized Aviation Service Operations(SASO)Sub-Lease Agreement—June 2009
Collier County Airport Authority,Sub-Lessor(Authority)
Raven Air LLC,DB/A Island Hoppers,Sub-Lessee(Tenant)
EXHIBIT "A"
DESCRIPTION OF FACILITIES
1. T-hangar storage unit number B-8 at the Marco Island Executive Airport,2005 Mainsail Drive,Naples
Ft 34114.
2. Sixty two and one half(62.5) square feet of"Counter C" as depicted in the attached Exhibit "A"
diagram of the Marco Island Executive Airport Terminal Building,2005 Mainsail Drive,Naples,FL
34114.
'00 Page 16
(r"..-tit' Initials)
•
.
. •. 16G2
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16G2
Marco sand Executive Airport—Aviation Fa 'ties
Specialized Aviation Service Operations(SASO)Sub-Lease Agreement—June 2009
Collier County Airport Authority,Sub-Lessor(Authority)
Raven Air LLC,DB/A Island Hoppers, Sub-Lessee(Tenant)
EXHIBIT "B"
( COLLIER COUNTY AIRPORT AUTHORITY
CONTRACT INSURANCE
REQUIREMENTS
TYPE LIMITS(Check)
Workers'Compensation Statutory Limits of Florida Statutes 440 and Federal Government
Statutory Limits and Requirements
Employer's Liability $500,000 $1,000,000
X Commercial General Liability $500,000 per occurrence X $1,000,000 per occurrence
(Occurrence Form) bodily injury and property bodily injury and property
patterned after the current damage damage
ISO form with no limiting
endorsements.
Airport Liability Insurance $500,000 per occurrence $1,000,000 per occurrence
bodily injury and property bodily injury and property
damage , damage
Han'arkeepers Liability $500,000 per aircraft $1,000,000 per aircraft
X Aircraft Liability Insurance $500,000 per occurrence X $1,000,000 per occurrence
bodily injury and property bodily injury and property
damage damage
X Business Automobile X $500,000 per occurrence $1,000,000 per occurrence
Insurance bodily injury and property bodily injury and property
damage damage
Pollution Liability Insurance $500,000 per occurrence $1,000,000 per occurrence
bodily injury and property bodily injury and property
damage damage
Property Insurance Replacement Cost-All Risks of Loss
INDEMNIFICATION:To the maximum extent permitted by Florida law,the ContractorNendor/Consultant
shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities,
damages, losses and costs, including, but not limited to, reasonable attorneys'fees and paralegals'fees, to
the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the
ContractorNendor/Consultant or anyone employed or utilized by the ContractorNendor/Consultant in the
performance of this Agreement. This indemnification obligation shall not be construed to negate,abridge
or reduce any other rights or remedies which otherwise may be available to an indemnified party or person
described in this paragraph.This section does not pertain to any incident arising from the sole negligence
of Collier County.
Collier County Board of County Commissioners shall be named as the Certificate Holder. NOTE--The
"Certificate Holder"should read as follows:
Collier County S
Board of County Commissioners
Naples, Florida
No County Division, Department, or individual name should appear on the Certificate. No other format will
be acceptable.
Thirty(30) Days Cancellation Notice required on Agreements exceeding 6 months. The contract name and
number shall be included on the certificate of insurance.
Collier County shall be shown as an"ADDITIONAL NAMED INSURED"on property policies where an
interest in improvements and betterments is made, as its interests may appear.
Collier County must be named as"ADDITIONAL INSURED"on the Insurance Certificate for Commercial
General Liability and/or Airport Liability where required.
FORM 3-Commercial Activities License/Sublease of Land/Intermediate Hazard or
Intermediate Term/Aviation Related
,4?
s j!nt's Initials)
•
16 G
2
Marc. land Executive Airport—Aviation Fr 'ities
Specialized Aviation Service Operations(SASO)Sub-Lease Agreement—June 2009
Collier County Airport Authority,Sub-Lessor(Authority)
Raven Air LLC,DB/A Island Hoppers, Sub-Lessee (Tenant)
EXHIBIT "C"
Minimum Standards for Commercial
Airport Aeronautical Activity and Service Providers
At the
Collier County Airports
I1
"nt's Initials)
i6Gp
Mara land Executive Airport—Aviation Fr ides
Specialized Aviation Service Operations(SASO)Sub-Lease Agreement—June 2009
Collier County Airport Authority,Sub-Lessor(Authority)
Raven Air LLC, DB/A Island Hoppers,Sub-Lessee(Tenant)
EXHIBIT"D"
SPECIALIZED AVIATION SERVICE OPERATONS (SASO)DESCRIPTION
Sub-lessor is authorized to conduct the following Specialized Aviation Service Operations, in
accordance with the provisions of the Minimum Standards for Commercial Airport Aeronautical
Activity and Service Providers adopted by the Collier County Airport Authority(Exhibit D)as amended:
1. Aerial Sightseeing
2. Specialized Commercial Flying Services
3. Flight Instruction
4. Aircraft Rental
5. The Sale of aviation and non-aviation products, excluding fuel and petroleum products.
_�(Q'.nt's Initials)
Marco Island Executive Airport—Aviation Facilities G 2
Specialized Aviation Service Operations(SASO)Sub-Lease Agreement—June 2009
Collier County Airport Authority,Sub-Lessor(Authority)
Raven Air LLC,DB/A Island Hoppers,Sub-Lessee(Tenant)
EXHIBIT "E" - ORIGINAL
SPECIAL PROVISIONS
Special Provisions are provision that as of this Agreement's Effective Date differ from the applicable standard form
provisions. They are: 1)Tenant is currently engaged in the process of obtaining FAA certification to conduct helicopter on
demand air charter taxi operations under FAR part 135. At such time as tenant receives the FAA certification,and provides
documented verification to the Authority,"helicopter air charter and taxi operations"shall become an additional authorized
operation under exhibit"D"of this agreement. 2.)Tenant desires to add Aircraft Airframe,Engine,Accessory repair and
maintenance as an additional authorized operation under this agreement at such time as adequate facilities to conduct these
operations may become available.
[If"None" state"None."j
**,> ****** Fir********************************************
[- EXAMPLE -1
REVISED EXHIBIT "E"— 1ST REVISION
Amendments
First Amendment to this Agreement,effective on the day of ,2 :are: _
,etc.
Appropriate signature blocks
4,1
Initials)