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Agenda 09/24/2013 Item #16G49/24/201316.G.4. /� EXECUTIVE SUMMARY Recommendation to approve the attached Concessionaire Agreement between the Collier County Airport Authority and Marco Aviation Inc. d/b /a Air Expeditions, Inc. for Specialized Aviation Service Operations at the Marco Island Executive Airport. OBJECTIVE: That the Board of County Commissioners, in its capacity as the Collier County Airport Authority (Authority), approves the attached concessionaire agreement between the Collier County Airport Authority and Marco Aviation, Inc. d/b /a Air Expeditions, Inc. (Tenant) for Specialized Aviation Service Operations (SASO) at the Marco Island Executive Airport. CONSIDERATIONS: The Authority is responsible for operation and maintenance of the Marco Island Executive Airport (Airport), which it Sub -Leases from Collier County pursuant to a master Sub -Lease Agreement dated May 24, 1994. Tenant desires to sub -lease facilities at the Marco Island Airport to provide aircraft flight training, aircraft charter and air taxi services, specialized commercial flying services, aircraft maintenance and repair, and to sell aviation and non - aviation products, excluding fuel and petroleum products. The term of the agreement is two years and continues from month to month until at least thirty days advance written notice to terminate is given by one party to the other. During the term of the agreement, the Tenant shall pay the base rent and related charges applicable to the premises n in accordance with the uniform rate schedule in effect and published by the Airport Authority, plus all applicable taxes. n In addition to the base rent, the Tenant shall pay the Authority a $200 commercial operating fee annually. FISCAL IMPACT: There is no fiscal impact associated with this Executive Summary. The rents to be received are already accounted for in the Airport Authority budget. GROWTH MANAGEMENT IMPACT: None. LEGAL CONSIDERATIONS: The County Attorney has reviewed this item and approved it as to form and legality. Majority support is required for approval. - JAK RECOMMENDATION: That the Board of County Commissioners, in its capacity as the Collier County Airport Authority, approves the attached concessionaire agreement between the Collier County Airport Authority and Marco Aviation, Inc. d/b /a Air Expeditions, Inc. PREPARED BY: Chris Curry, Airport Authority Executive Director Packet Page -2877- 9/24/2013 16.G.4. COLLIER COUNTY Board of County Commissioners Item Number: 16.16.G.16.G.4. Item Summary: Recommendation to approve the attached Concessionaire Agreement between the Collier County Airport Authority and Marco Aviation Inc. d /b /a Air Expeditions, Inc. for Specialized Aviation Service Operations at the Marco Island Executive Airport. Meeting Date: 9/24/2013 Prepared By Name: BrueggemanDebra Title: Operations Coordinator, Airport Authority 9/12/2013 5:11:59 PM Submitted by Title: Executive Director - Airport Authority,Airport Aut Name: CurryChris 9/12/2013 5:12:00 PM Approved By Name: BrueggemanDebra Title: Operations Coordinator, Airport Authority Date: 9/13/2013 9:37:22 AM Name: KlatzkowJeff Title: County Attorney Date: 9/13/2013 10:59:44 AM Name: KlatzkowJeff Title: County Attorney Date: 9/13/2013 11:36:43 AM Name: GreenwaldRandy Title: Management/Budget Analyst,Office of Management & B Date: 9/13/2013 12:08:02 PM Packet Page -2878- Name: OchsLeo Title: County Manager Date: 9/13/2013 12:38:44 PM Packet Page -2879- 9/24/2013 16.G.4. 9/24/2013 16.G.4. MARCO AVIATION, INC._d/b /a AIR EXPEDITIONS, INC. CONCESSIONAIRE AGREEMENT "Specialized Aviation Service Operations at the Marco Island Airport" THIS AGREEMENT made effective this day of , 2014-3 between the Collier County Airport Authority (hereinafter called the "CCAA ") and Marco Aviation, Inc., d/b /a Air Expeditions, Inc., 2005 Mainsail Dr., Marco Island, FL 34114 (hereinafter called "Concessionaire "). SCOPE. The CCAA hereby grants to the Concessionaire, and the Concessionaire hereby accepts from the CCAA, the right to operate the following described Specialized Aviation Service Operations (SASO) at the Marco Island Executive Airport, 2005 Mainsail Drive, Naples, FL 34114, in conformance with the purposes and for the periods stated herein and subject to all terms and conditions hereinafter set forth. a. TERM. This Agreement shall be for a term of two years effective on the commencement date and continues from month to month until at least thirty (30) days advance written notice to terminate is given by one party to the other. b. FACILITIES. The CCAA shall lease to the Concessionaire the following facilities and space: Terminal Building — 168 square feet of counter and office space Terminal Building — 45.5 square feet of office space T -Hangar — 2 aircraft t -hangar storage spaces Tie Down Location — 3 aircraft tie -down spaces Storage Space — 1 equipment storage space Easement for ingress and egress to the properties (hereinafter "Facilities ") by the Tenant and its employees and business invitees C. USES. The Concessionaire is authorized to provide specialized aviation service operations. The services provided through Marco Aviation d/b /a Air Expeditions, shall be offered to the public at all times that a reasonable demand for such services exist. Please see attached Exhibit "A" specifically defining the Scope of Services. 2. NOTICES. All notices from the CCAA to the Concessionaire shall be deemed duly served if mailed by registered or certified mail to the Concessionaire at the following address: Mr. Robert Dellaert Marco Aviation, Inc., d/b /a Air Expeditions, Inc. 2005 Mainsail Drive, Suite 3 Marco Island, FL 34114 All notices from the Concessionaire to the CCAA shall be deemed served if mailed by registered mail to the CCAA at the following address: Packet Page -2880- N. 9/24/2013 16.G.4. Collier County Airport Authority 2005 Mainsail Drive, Suite 1 Naples, Florida 34114 Attention: Robert Tweedie Airport Manager 3. NO PARTNERSHIP OR AGENCY. Nothing herein contained shall create or be construed as creating a partnership between the CCAA and Marco Aviation, Inc. d/b /a Air Expeditions, Inc. Concessionaire is not an agent of the CCAA. 4. ASSIGNMENT. Concessionaire shall not assign this Agreement or any part thereof, without the prior consent in writing of the CCAA. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the CCAA's consent, shall be void. If Concessionaire does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Concessionaire has assumed toward the CCAA. 5. PERMITS, LICENSES, TAXES. The Concessionaire shall obtain and pay for all permits and licenses necessary for the conducting of business and shall comply with all laws governing the responsibility of an employer with respect to persons employed by the Concessionaire. The Concessionaire shall also be solely responsible for payment of any and all taxes levied on the concession operation or any other taxable activity on the premises. In addition, the Concessionaire shall comply with all existing and future applicable rules, regulations and laws of CCAA, the State of Florida, or the U.S. Government. 6. CONSIDERATION. 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 shall be in accordance with Table "A" below, which includes applicable FL sales tax (6 %). TABLE"A" INITIAL YEAR SCHEDULE ONLY Description of Facilities Rental Rate Basis Total Monthly Rent w/Tax Total Annual Rent w/Tax 168 sq. ft. of finished office and counter space. $18 /sq.ft./year $267.12 $3,205.44 45.5 sq. ft. of office space $18 /sq.ft./year $72.35 $868.20 1 Aircraft storage t- hangar units (1,071.6 sq. ft. each) $0.322/sq. ft. /month $365.77 $4,38924 1 Aircraft storage t- hangar units (1,071.6 sq. ft. each) $0.322/sq. ft. /month $365.77 $4,38924 1 Equipment storage t- hangar unit (517.5 sq. ft.) $0.229/sq. ft. /month $125.62 $1,507.42 * *1 Twin engine aircraft tie -down space (see 4.e.below) $100.00/ month $.00 $0.00 ($1,200 Tie - Down fee waiver * *2 Single engine aircraft tie -down spaces (see 4.e. below) $75.00/ month/space $0.00 $0.00 ($1,800 Tie- Down fee waiver) Commercial Operating Fee (see 4.c. below) $200 /year N/A $212.00 TOTAL $14,571.54 Packet Page -2881- W 0 9/24/2013 16.G.4. b. Adjustment of Annual Rent. GenvaeaeiRg —ihth the firA – an6ymaFy ef— � Gemmeneement Date, and ea eaeh . date , Tenant Base Rent may increase on January 1 of each year; provided, heweveF, it shall be MefwAne&that there has been an increase in the cost of living using the official Consumer Price Index Urban Wage Earners (CPI -U) base published by the Bureau of Labor Statistics, United States Department of Labor. The Consumer Price Index to be used will be that for the South Urban Size C Area (or comparable index if such index is discontinued), hereinafter called "CPI ". An increase in the monthly Base Rent for successive Lease Years shall be based upon a comparison of the most recent CPI published for the current Lease Year against the most recent CPI published greater than 12 months preceding the most current CPI. The amount of the additional Base Rent shall be the percentage difference between the two preceding CPI's. In no event shall the Base Rent, once increased, be decreased, nor shall it be increased more than once in a 12 -month period. 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 sales tax. 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. e. * *Tie -Down Fee Waiver. The 20113 Rates and Charges schedule approved by the Collier County Airport Authority provides for the waiver of nightly aircraft tie - down/parking fees with fuel purchase. Therefore, tenant will be granted a tie -down fee exemption throughout the term of this agreement provided fuel is purchased for aircraft operated by tenant consistent with their commercial aeronautical activities. Fuel purchases must meet the requirements of the then current rates and charges throughout the term of this agreement. 7. DEFAULT IN PAYMENT. Monthly rent and required fees must be submitted to the CCAA and be received by the fifteenth (15a' ) of each month. In the event the Concessionaire fails to pay this consideration within five (5) days of such due date, there shall be a late charge of Fifty Dollars ($50.00) for each such late payment, in addition to interest at the highest rate allowable by law. If the payment of consideration and accumulated daily penalties are not received within thirty (30) days after the normal monthly due date, then the CCAA may take possession of the Concessionaire's assets on CCAA property and may cancel this Agreement. A monthly report of activities shall be submitted to the CCAA or their designee by the fifteenth (15th) of each month. This report shall accompany the monthly statement of gross revenues and will be subject to audit. The CCAA has no duty to notify the Concessionaire of its failure to remit any such payment or report Packet Page -2882- 9/24/2013 16.G.4. 8. FORCE MAJEURE. If closure of the facilities or loss of equipment is due to unforeseeable causes beyond the control of Concessionaire, and not due to its own fault or neglect, including but not restricted to, acts of nature or of public enemy, acts of government or of the CCAA, fires, floods, epidemics, quarantine regulations, strikes or lock -outs, the CCAA will allow pro rata adjustment of monthly payments up to the time such damage is repaired. 9. CONCESSIONAIRE NOT TO REMOVE PROPERTY. Concessionaire shall not remove from the Marco Island Airport Concession any personal property brought thereon or any replacements thereto by the Concessionaire for the purpose of this Agreement, except such items as may be removed with the express written permission of the Airport Manager. Upon expiration of the term specified in paragraph 1(a), if the Concessionaire has made full payment under this Agreement, and has fully complied with the terms of this Agreement, he may remove his personal property including equipment from the Marco Island Airport Concession and shall do so within fifteen (15) days following the expiration of this Agreement, provided such personal property and equipment must be removed without damage to the premises. On Concessionaire's failure to do so, the CCAA may cause same to be removed and stored at the cost and expense of the Concessionaire, and the CCAA shall have a continuing lien thereon in the amount of the cost and expense of such removal and storage until paid, and CCAA may sell such personal property and reimburse itself for such costs and expense, plus all expenses of the sale. 10. RECORDS, AUDIT. Concessionaire shall establish and maintain such records as now exist and may hereafter be prescribed by the CCAA in the future to provide evidence that all terms of this Agreement have been and are being observed. The Concessionaire grants to the CCAA the right and authority to audit all records, documents, and books pertaining to the concession operation. Such audit will be conducted at locations and at a frequency determined by the CCAA and communicated to the Concessionaire. The Concessionaire agrees to provide materials for the audit at the place designated by the CCAA within three (3) business days after the CCAA's notice to do so is received by Concessionaire, all at no cost to the CCAA. Concessionaire shall use electronic point -of -sale cash control equipment for the proper control of cash payments. Cash register tapes must be maintained and made available to the CCAA upon demand during the entire term of Agreement. All electronic cash control equipment and accounting procedures shall be with the approval of the CCAA Finance Department. 11. COOPERATION. The Concessionaire agrees to cooperate with the CCAA in the conduct of surveys and to provide reports of visitor usage of all concession services. The CCAA shall provide Concessionaire with advance notice of any special event and shall coordinate with the Concessionaire regarding same. CCAA shall provide Concessionaire with notice of the availability of plans for any remodeling of the facilities. 12. WAIVER OF INTERFERENCE. The Concessionaire hereby waives all claims for compensation for loss or damage sustained by reason of any interference with the concession operation by any public agency or official in enforcing their duties or any laws or ordinances. Any such interference shall not relieve the Concessionaire from any obligation hereunder. 13. WAIVER OF LOSS FROM HAZARD. The Concessionaire hereby expressly waives all rights, claims, and demands and forever releases and discharges the CCAA from all demands, claims, actions and causes of action arising from this Agreement, except intentional torts. Packet Page -2883- 9/24/2013 16. G .4. 14. NO LIENS. Concessionaire will not suffer or through its actions or by anyone under its control or supervision, cause to be filed upon the property any lien or encumbrance of any kind. In the event any lien is filed, Concessionaire shall cause such lien to be discharged within ten (10) days after written notice to do so from the CCAA. 15. NO IMPROPER USE. The Concessionaire will not use, nor suffer or permit any person to use in any manner whatsoever, the concession facilities for any improper, immoral or offensive purpose, nor for any purpose in violation of any federal, state, or CCAA law, ordinance, rule, order or regulation, or of any applicable governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of any violation of this Agreement by the Concessionaire, or if the CCAA or its authorized representative shall deem any conduct on the part of the Concessionaire to be objectionable or improper, as noted on the Concession Inspection Report, the CCAA shall have the right to suspend the operation of the concession should the Concessionaire fail to promptly correct any such violation, conduct, or practice to the satisfaction of the CCAA. The Concessionaire shall not commence operation during such suspension until the violation has been corrected to the reasonable satisfaction of the CCAA. Uses must be in compliance with approved uses as set forth in Exhibit "A ", attached. 16. PRICES. The Concessionaire agrees that prices and fees charged for specialized aviation service operations will be competitive with those charged for similar services in the general vicinity. 17. DEFAULT AND TERMINATION. If the Concessionaire fails to comply with any of the terms and conditions hereof and such default is not cured within fifteen (15) days after written notice is given to the Concessionaire, the CCAA may cancel this Agreement and revoke the privilege of the Concessionaire to come upon the CCAA's property for purposes for which the concession was granted and may oust and remove all parties who may be present, or may occupy any part of the premises for the purpose of exercising any rights so revoked. 18. NO DISCRIMINATION. There shall be no discrimination as to race, gender, color, creed or national origin in the operations referred to by this Concession Agreement; and further, there shall be no discrimination regarding any use, service, maintenance, or operation of the premises. All facilities located on the premises shall be made available to the public, subject to the right of the Concessionaire to establish and enforce rules and regulations to provide for the safety, orderly operation and security of the facilities. 19. TERMINATION. The Agreement may be terminated by the CCAA immediately due to any material breach of this Agreement. The CCAA shall be sole judge of non - performance. Further the CCAA may terminate this Agreement for its convenience by giving the Concessionaire not less than a thirty (30) day written notice of such intent. During the notification period, both parties agree to meet its respective contractual obligations in good faith. 20. CCAA CONTROLS OF THE MARCO ISLAND AIRPORT. Nothing in this Agreement will preclude the CCAA from using the public areas of the Marco Island Airport for public and/or civic purposes. In the event of occurrences previously mentioned, the Concessionaire will be notified, as deemed necessary by the CCAA or their designee. Packet Page -2884- 9/24/2013 16.G.4. 21. VEHICLES: Vehicles shall be parked only in areas designated by the CCAA. 22. VENUE. This Agreement shall be governed by and construed in accordance with the Law of the State of Florida. 23. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Concessionaire 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 Concessionaire or anyone employed or utilized by the Concessionaire 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 the Collier County Airport Authority. Collier County's liability is subject to the limits in Section 768.28, Florida's Sovereign Immunity Act. - 24. INSURANCE. Before commencing work of any kind (1) the Concessionaire shall procure the following insurance with insurance companies licensed in the State of Florida, and (2) shall file evidence of such insurance with Collier County's Risk Manager. A. Commercial General Liability: Coverage shall have minimum limits of $3,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent contractors; Products and Completed Operations and Contractual Liability. B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with all their applicable state and federal laws. C. Automobile Liability: Owned/Non- owned/Hired Automobile Included limits of $1,000,000 Each Occurrence. Special Requirements: Collier County Airport Authority shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Concessionaire during the duration of this Agreement. Renewal certificates shall be sent to the CCAA at least 30 days prior to any expiration date. There shall be a 30 day notification to the CCAA in the event of cancellation or modification of any required insurance coverage. Concessionaire shall insure that all of its subcontractors comply with the same insurance requirements that Concessionaire is required to meet. The same Contractor shall provide CCAA with certificates of insurance meeting the required insurance provisions. v� Packet Page -2885- W 9/24/2013 16.G.4. 25. LEASE MANUAL. The Concessionaire shall be provided with the Authority's Lease Manual (if any), which the Authority may amend from time to time. The terms of this manual shall be deemed to be incorporated by reference into this Agreement, and the Concessionaire shall be bound by the terms of this Lease Manual, as of the 1 s` day of the second month that Concessionaire receives a copy of the Lease Manual or an amended Lease Manual. With respect to any terms in this Agreement, which are in conflict with the Lease Manual, the Lease Manual shall control. 26. THIS AGREEMENT shall be administered on behalf of the Collier County Airport Authority. As used herein, the acronym "CCAA" shall refer to the Airport Director or his designee unless the context renders such construction illogical. IN WITNESS WHEREOF, the Concessionaire and the CCAA, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. AS TO THE LESSEE: Witness (signature) (Print name) Witness (signature) (Print name) AS TO CCAA: ATTEST: DWIGHT E. BROCK, CLERK , Deputy Clerk and legality: Jeffrey A. County Al MARCO AVIATION, INC. DB /A AIR EXPEDITIONS INC. LIM Robert Dellaert, President and CEO BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA, IN ITS CAPACITY AS THE COLLIER COUNTY AIRPORT AUTHORITY 0 GEORGIA A. HILLER, ESQ., CHAIRWOMAN Packet Page -2886- 9/24/2013 16.G.4. EXHIBIT "'A" SPECIALIZED AVIATION SERVICE OPERATIONS (SASO) DESCRIPTION MARCO AVIATION, INC. d/b /a AIR EXPEDITIONS, INC. Tenant 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. 1. Aircraft flight training 2. Aircraft charter and air taxi services 3. Specialized commercial flying services 4. Aircraft airframe, engine and accessory maintenance and repair 5. The sale of aviation and non - aviation products, excluding fuel and petroleum products. 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