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HomeMy WebLinkAboutGROUND SUBLEASE AND LEASE OF IMPROVEMENTS1.7 SCANNED BY St. Lucie County J 2982 Curtis King Blvd Fort Pierce, FL 34946 772489-2285,772468-0252 GROUND SUBLEASE AND LEASE OF E"ROVEMENTS Tenant: Reference Page Aviator Holdings of Florida A Florida Corporation Landlord: Fort Pierce FBO LLC, a Florida Limited Liability"Company Tenant's Notice Address: 4220 Pan Am Blvd, Ft. Pierce, Florida Address of Premises: 3100 Airmans Drive, Et. Pierce, Florida Rentable Area of Premises: 7,096 square feet of building area as shown on Exhibit A to the Bill of Sale (Exhibit D to this Ground Sublease and Lease of Improvements) Commencement Date: [to be completed once current tenant vacates] Termination Date: Termination Date of the Landlord's Ground Master Lease, if not earlier terminated pursuant to the terms hereof Base Rent: $0.07029 per rentable square foot ($498.78) per month plus applicable insurance costs, plus applicable sales tax, adjusted as set forth in Section 3 Improvements Rent: Security Deposit: Set forth on Exhibit Not applicable This Reference Page (herein so called) information is incorporated into and made a part of the Ground Sublease and Lease of Improvements. The Ground Sublease and Lease of Improvements includes Exhibit A (Legal Description of the Premises), Exhibit B (Environmental Requirements), Exhibit C (Lease Payment Schedule for Improvements), Exhibit D (form of Bill of Sale for Improvements) and Master Ground Landlord's Consent. Landlord: Tenant: Fort Pierce FBO, LLC Aviator Holdings of Florida (Space above this 'line reserved for recording information} DOCUMENT COVER PAGE Document Title: Ground Sublease and Lease of improvements Return to: Fort Pierce FBO LLC 2982 Curtis King Blvd. Fort Pierce, Florida 34946 Attn: General Manager GROUND_ SUBLEASE AND LEASE OF IMPROVEMENTS THIS GROUND SUBLEASE AND LEASE OF IMPROVEMENTS (hereinafter individually or collectively, as the context may require, the "Sublease') is made and entered into as of the _ day of , 2019 {"Effective Date', by and between FORT PIERCE FBO LLC, a Florida limited liability company ("Landlord'), and AVIATOR HOLDINGS OF FLORIDA, a Florida corporation ("Tenant"). WITNESSETH: A. Landlord is the lessee under an Amended and Restated Lease Agreement dated October 10, 2000 (as amended and modified, "Ground Master Lease) with St. Lucie County, Florida ("Ground Master Landlord'), of certain land located at the Treasure Coast International Airport (formerly known as St. Lucie County International Airport) (Airport'), Landlord having acquired its interest in the Ground Master Lease by an Assignment and Assumption Agreement dated as of December 18, 2009 from Volo Holdings Fort Pierce, LLC, as assignor; to Landlord, as assignee.. B. Tenant desires to sublease from Landlord, and Landlord has agreed to sublease to Tenant, a part of the demised Ground Master Lease premises located at the Airport ("Premises") as identified below and on the Reference Page. C. Tenant further desires to lease from Landlord the building located on the Premises ('Improvements' ; upon the terms and conditions set forth in this Sublease. For the avoidance of doubt, each reference in this Sublease to Premises shall mean and include both the Premises and the Improvements thereon until such time that Tenant purchases the Improvements, as provided herein. D. Tenant further desires to purchase the Improvements from Landlord, and Landlord agrees to sell and convey to Tenant the Improvements on the terms and conditions as more particularly hereinafter described. E. Each of the sublease of the Premises, the lease of the Improvements and the sale of the improvements is subject to Ground Master Landlord's consent. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth in this Sublease, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereby agree as follows: 1. PREMISES: USE: NON -COMPETE. (a) Premises. Tenant leases the Premises shown on Exhibit A and described on the Reference Page from Landlord. The Premises and contiguous or related property which are managed jointly are referred to as the "Property" and are located at the Airport. In addition, Tenant, its agents, employees and invitees shall have access to the full airport facility known as the Treasure Coast International Airport; shall at all reasonable times be permitted access to the runways; taxiways and other public facilities located upon the Property; and shall have non- 2982 Curtis icing Blvd Fort Pierce, FL 34946 4220 Pan Am Blvd Ft. Pierce, FL 34946 -1)- ground rent takes effect under the Ground Master Lease. (b) The schedule of rental payments due for the Improvements is set forth on Exhibit C ("Improvements Rent"), which is incorporated into the Sublease by this reference. After Tenant has paid the Improvements Rent for the Improvements in full (it being acknowledged that Tenant has paid a portion of the total Improvements Rent in advance of entering into this Sublease), Tenant may purchase the Improvements for $1.00, by providing notice to Landlord of Tenant's desire to exercise such purchase option. Upon payment in full of all Improvements Rent and delivery of notice of Tenant's intent to exercise its purchase option, Landlord will, within thirty (30) days of receipt of notice, deliver to Tenant a bill of sale substantially in the form of Exhibit D attached hereto, which transfers the Improvements to Tenant free and clear of liens other than the Ground Master Lease, which Tenant agrees to take subject to. (c) Other sums due hereunder.(" Additional Rent" and together with the Monthly Base Rent and the Monthly Improvements Rent, collectively, the "Rent') shall also be due on the first of each month. (d) Rent shall be paid to Landlord, at the address set forth on the Reference Page, unless another address is provided to Tenant by Landlord in writing, without offset, deduction, abatement, counterclaim or notice. (e) Each Rent payment not received by the tenth (101) of the month shall bear a late charge of two percent per month from the due date until the date the Landlord receives payment ("Late Charge'). In addition to the Late Charge, Landlord may charge a one -tune bookkeeping charge of five percent of the amount due C Bookkeeping Charge'). These charges are for the purpose of collection efforts and to defray costs incurred by Landlord in regard to such collection efforts. Partial payments of delinquent amounts shall be applied to pay past due amounts and charges in the following order. Bookkeeping Charges, Late Charges, and RenL (f) Landlord shall have all the rights and remedies provided by law. The provisions for installment payment of any sums set forth in this Section are a privilege for the benefit of Tenant. If Tenant fails to make timely payments, the provisions of Section 16 shall apply. Nothing in this Section shall be deemed a waiver by Landlord of any covenant, term or condition Of Section 15. 4. EXPENSES. Tenant shall pay any and all expenses in connection with the Premises. Improvements and Alterations (defined below), including without limitation its pro rata share of all ad valorem real property takes attributable to the Premises and the Improvements and aft utilities. Utilities shall be paid in accordance with Section 12. Tenant is responsible for and shall pay directly for all other expenses related -to its business; and all other expenses incurred as a direct result of Tenant's failure to abide by any and all regulations or rules as set forth by the county, state, and federal goverment or any governing authority over the Premises. Tenant shall be responsible for all minimum required fire protection device costs including annual inspection fees, monitoring costs, device maintenance and device recharging, if required for the Premises. Subject to the provisions of Section 11, which shall control, property insurance for this Sublease is passed through to Tenant and is subject to increase to the extent Landlord's cost of insurance is increased during the Term. -3 exclusive rights in common with others to park in parking areas located on the Property. Tenant further leases the Improvements from Landlord, on an "as -is", `where -is" basis, without representation or warranty of any kind as to condition or fitness for any particular purpose, but with full rights of possession. (b) Use. The Premises shall be used and occupied for aviation purposes in conformity with the Ground Master Lease. Tenant shall not permit anything to interfere with the rights of other tenants on the Property or injure, annoy or disturb them. Tenant shall not permit any waste or illegal act or anything that will increase the Property insurance rate. Tenant shall be financially responsible for its failure to observe any covenant or condition of this Section. During the Tenn of this Sublease. the Premises shall not be used (1) for any purpose mi violation of any federal, states or municipal statue or ordinance, or of any order, regulation or directive of a governmental agency, as such statutes, ordinances, orders, regulations or directives may now exist or may hereafter provide concerning the use and safety of the Premises; or (2) for any purpose in violation of the Ground Master Lease. (c) Covenant Not to Compete. Tenant shall use the Premises solely for the purposes set forth herein and shall not, during the Term of this Sublease, enter into any commercial activity on the Airport that would in any form or manner compete with any of the activities in which Landlord is engaged on the Airport as of the Commencement Date, or which involve the sale of aircraft fuels, rental of ground vehicles, sale of food or beverage, or rental of life gear. Additionally, Tenant shall not permit any entity to perform any activity on the Premises which in any form or manner competes with any commercial activity in which Landlord is engaged as of the Commencement Date. 2. TERM,• ABANDONMENT. (a) Term. The term of this. Sublease ("Term' shall begin on the Commencement Date and end on the termination date of the Ground Master Lease (`Termination Date"), if not earlier terminated in accordance with the terms hereof. Tenant shall surrender the Premises to the Landlord immediately upon termination of the Term or earlier termination as provided herein (b) Abandonment. If Tenant vacates the Premises prior to the scheduled expiration of the Term, other than as permitted pursuant to this Sublease, Tenant shall be in default of this Sublease, and if Tenant has not re-entered the Premises and resumed the operation of its business for a period of thirty consecutive days, Tenant shall be deemed to have abandoned the Premises and the Improvements, and Landlord shall have the right, but not the obligation, to take sole possession of the Premises and the Improvements on or after the tenth day following the expiration of said thirty -day period and Landlord may relet said Premises. 3. RENT. (a) Tenant shall pay -the Base Rent for the Premises, as set forth on the Reference Page, on the entire area being leased, plus all sales tax levied by any federal, state, county, city or any agency authorized to levy and collect rent tax, payable in equal monthly installments, due on the fast of each month and pro -rated if the Commencement Date is not the first day of a month. The Base Rent shall increase by the percentage increase in ground rent paid by Landlord under the Ground Master Lease with respect to the Premises, effective on the same date that the increase in -I- 5. ALTERATIONS. Any construction on the Premises, including any alterations, changes or additions to the Improvements ("A►terations'J, shall be subject to the terms of the Ground Master Lease and Landlord's prior written approval, not to be unreasonably withheld. Tenant shall design and construct all Alterations in accordance with State and Federal accessibility guidelines and provide Landlord with copies of all plans and specifications with respect to such Alterations, prior to commencing such Alterations. Tenant, at its sole expense, shall obtain.all required permits from authorities having jurisdiction prior to the commencement of any construction activity. Tenant ackmowledges that Landlord must approve any alteration to any approved site plan with respect to the Premises, 6. CONDITION OF PREMISES. Tenant fully accepts each of the Premises and the Improvements in its present "as -is" condition, and Landlord shall have no obligation or liability to make any alterations or improvements of any kind on or to the space, hangar, office or any part thereof By taking possession, Tenant accepts the Premises as being in the condition in which Landlord is obligated to deliver the Premises and the Improvements. Tenant further acknowledges that significant Alterations are required to bring the Premises to the condition required by this Sublease and by applicable laws, and Landlord and Tenant agree that the cash component of the Improvements Rent has been calculated to account for the expenditures Tenant will be required to incur to make the Premises, and in particular the Improvements, comply with all applicable laws, codes and regulations. 7. MAINTENANCE. Tenant shall have sole responsibility to maintain the Premises and the Improvements thereon in good condition, regularly servicing and promptly making all repairs and replacements, whether ordinary or extraordinary, with high quality materials and workmanship in compliance with all laws and regulations. Tenant shall maintain all portions of the Premises and -Improvements including all mechanical and electrical fixtures and equipment and all landscaping on the Premises. If Tenant refuses or neglects to make any required repairs and/or maintain the Premises, or any part thereof, in a manner reasonably satisfactory to Landlord, Landlord shall have the right upon giving Tenant reasonable notice of its election to do so, to make such repairs or perform such maintenance on behalf of and for the account of Tenant. In such event, such work shall be paid by the Tenant as Additional Rent due immediately upon receipt of the bill therefor. 8. LIENS. Tenant shall keep the Premises free from liens at all times prior to purchase of the Improvements As owner of the lmprovements, Tenant shall be entitled to procure a leasehold mortgage secured by the Improvements, subject to the consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed, and the approval of the Ground Master Landlord. If Tenant does not, within ten days following the filing of any mechanics lien against the Premises, cause such lien to be released, Landlord may cause it to be released by such means as it shall deem proper, including payment of the claim. Such sums advanced shall be considered Additional Rent and payable by Tenant upon demand from Landlord. 9. ASSIGNMENT, SUBLETTING. Tenant shall not assign or pledge this Sublease without the prior written consent of Landlord, which shall not be unreasonably withheld. A transfer directly or indirectly of a controlling interest in Tenant (either in one transfer or a series of transfers) shall constitute an assignment hereunder. Tenant shall not sub -sublet the Premises without.the prior written consent of Landlord, which shall not be unreasonably withheld, and the written approval of the Sub -sublease by the Ground Master Landlord. Tenant shall not engage in offering hangar storage to any tenant of Landlord who is a tenant of Landlord as of the Commencement Date or as of the date of Tenant's offer. 10_ INDEMNIFICATION. To the fullest extent permitted by applicable law. Tenant waives all claims against Landlord for damage to any property or injury to any person connected with Tenant's use of the Premises and Improvements. Tenant shall hold Landlord and Ground Master Landlord harmless from, and defend Landlord and Ground Master Landlord against, all claims, liability, loss or costs for property damage or personal injury (including that to Tenant's customers, employees, agents or invitees) on the Premises, or in the parking areas, sidewalks and loading areas adjacent to the Premises, occurring or alleged to have occurred during the Term; provided that such liability, loss or costs is not due to the negligence or willful act or omission of the Landlord. This Section shall survive the termination of this Sublease. 11. INSURANCE. (a) General Liability and Property Insurance. (1) Landlord shall at all times continuously maintain (i) commercial general liability insurance with limits not less than $1 million per occurrence and $2 million aggregate, written on an occurrence basis, which insures against claims for bodily injury, personal injury, and property damage based upon, involving or arising out of the use, occupancy or maintenance of the Premises and the Improvements and the Property; and (ii) all risk property insurance (including windstorm coverage) on the Premises, the Improvements and any Alterations in the amount of full replacement cost. Upon Tenant's purchase of the Improvements, Tenant shall be obligated to and shall carry all risk property insurancebn the Premises and the Improvements in an amount equal to its replacement cost. All Landlord's insurance shall name Ground Master Landlord and mortgagee as additional insureds (on a primary and noncontributory basis) and provide thirty days' notice of cancellation_ Tenant shall reimburse Landlord for the cost of Landlord's Insurance as Additional Rent. (2) Tenant shall at,all times continuously maintain (i) commercial general liability insurance with limits not less than $1 million per occurrence and $2 million aggregate, written on an occurrence basis, which insures against claims for bodily injury, personal injury, and property damage based upon; involving or arising out of the use, occupancy or maintenance of the Improvements and the Property; and (ii) all risk property insurance (including windstorm coverage) on the Premises, Improvements and any Alterations in the amount of full replacement cost (b) Additional Insurance. Tenant shall at all times during the Term continuously maintain or cause to be maintained (i) Worker's Compensation insurance for all personnel in statutory limits. (ii) business automobile liability insurance with limits not less than $1 million each accident covering owned, hired, and non -owned vehicles used by Tenant, (iii) aircraft insurance, inclusive of aircraft liability, airport liability, contractual liability, independent contractor liability and Premises liability and (iv) environmental liability coverage with limits not less than $1 million per occurrence or such larger coverage amount as Landlord may reasonably require if the nature of the operations in the Improvements may pose significant risk of environmental -5- liabilities. Tenant agrees to increase auto liability amounts to County mandated $5 million minimum if operating on Airport operations areas (AOA). (c) Tenant's Insurance Requirements. All insurance Tenant shall maintain shall name Landlord and its affiliates, management company, Ground Master Landlord and mortgagee as additional insureds (on a,primary and noncontributory basis) and provide thirty days' notice of cancellation. A certificate of 'insurance shall be delivered to Landlord prior to the Commencement Date. Tenant hereby waives any rights of recovery against Landlord for any loss normally covered by fire, extended coverage or all risk insurance, and shall obtain the necessary endorsements from its insurer with respect thereto. Upon the reasonable request of Landlord, Tenant shall be obligated to increase the limits or change or obtain additional insurance. Tenant acknowledges that insurance limit§ and deductibles may increase due torequirements of Ground Master Landlord and agrees to abide by such requirements. 12. UTILITIES. Tenant shall _paypromptly. and in full for all utilities including but not limited to all electricity, water, sewer, communications, Internet access. and trash and garbage removal with respect to the Premises. This includes all deposits, connection fees, tap fees, and demand or reservation fees together with all taxes levied or other charges on such utilities and governmental charges based on utility consumption. Landlord shall not be liable ;for any interruption or diminution of utility services. In the event of utility "deregulation" Landlord shall.have the sole right to choose the service provider. 13. SUBORDINATION. This Sublease shall be subordinate to any Property mortgage or ground lease, including without limitation the Ground Master Lease. Tenant agrees to attorn to any transferee, including any mortgagee under such mortgage or the Ground Master Landlord as if it were the transferee, as its Landlord; and the Tenant agrees to execute such'evidences-of attornment as the mortgagee or the Ground Master Landlord may from time to time reasonably request Tenant further agrees that such attornment shall not be terminated by foreclosure; and that the mortgagee or Ground Master Landlord may, at their sole option, accept or reject such attornment. In the event of attornment by Tenant, the mortgagee or Ground Master Landlord shall not be (a) liable for any act or omission of Landlord; or (b). subject to any offsets or defenses Tenant has against Landlord;, or (c) bound by prepayment of more than one months Rent;.or (d) be required to account for any security deposit not actually delivered to such ground owner or mortgagee; or. (e) bound by any modification of this Sublease not approved .by it Tenant shall execute a subordination, non -disturbance and attornment agreement upon ten_ days notice, provided that such agreement is mortgagee's standard form. Tenant further agrees to provide any mortgagee of the Property written notice of a Landlord default under this Sublease and a reasonable opportunity to cure such default 14. RULES: SIGNS. (a) Rifles. (1) Environmental Requirements. Tenant and Tenant's agents, employees, visitors, licensees, invitees, clients and customers shall comply with the Environmental Requirements attached as Exhibit "B" and all reasonable rules and regulations promulgated by Landlord from time to time which, in Landlord's opinion, shall be necessary for the reputation, safety,, care, efficient operation or appearance of the Premises or the Property, provided such rules and regulations are applied in a non-discriminatory manner. Landlord shall not be liable to Tenant for the violation of any said rules and regulations or the breach of any covenant or condition in any lease or sublease by any other tenant, subtenant or assignee, or by the employees or invitees of any other tenant, subtenant or assignee. (2) Stormwater Permit. Tenant acknowledges that Ground Master Landlord has obtained a Permit for Stormwater Discharge from the Florida Department of Environmental Protection CStormwater Permit") and that the Premises are located within the area subject to the Stormwater Permit Ground Master Landlord, or its agents, may enter the Premises and any facility or improvement located on the Premises for the purpose of conducting an annual inspection to fulfill the Ground Master Landlord's obligations under the Stormwater Permit. Tenant waives any claim for reasonable interference to its business as a result of such annual inspection. Tenant shall comply with the Best Management Practices associated with the Stormwater Permit and any requirements to monitor any potential pollutants on the Premises and clean up and dispose of any pollutant spills deriving from the Premises. (3) Minimum Standards and Regulations. Tenant shall abide by the Minimum Standards and Regulations adopted by Ground Master Landlord on December 4, 2007, as the same may be amended, modified or replaced from time to time. (4) Commercial Operating Permit. Tenant shall file for a Commercial Operating Permit if so required by Ground Master Landlord. (b) Ste. Tenant shall have the right to erect, maintain or display any signs or advertising on the exterior of the Premises or within the Premises, provided that such signs and advertising are approved by Landlord and comply with all FAA; local government and Airport rules; regulations and ordinances. Tenant must obtain and pay for all required permits from St Lucie County and shall obtain approval from the Airport director and Landlord prior to proceeding with installation. At the expiration of the Term or any earlier termination, Tenant shall remove its signage from the Premises and repair at its sole cost all damage resulting from such signs being affixed to the structures. 15. REENTRY. Landlord may reenter the Premises at any reasonable time to inspect, provide services, or alter or repair the Premises and at any time in the event of an emergency. Tenant waives any claim for interference to its business. 16. DEFAULT. (a) As to Rent. If Tenant defaults in the payment of any Rent, whether Base. Rent, Monthly Improvements Rent or Additional. Rent, then Landlord shall have all the following options and privileges: (1) Landlord may declare the remainder of the Rent for the Term as presently due and payable. Such declaration shall not be construed as a splitting of a cause of action, nor shall it alter or affect Tenant's obligations to pay Rent under the terms of this Sublease. (2) Landlord may, after any statutorily required notice, terminate this Sublease. -7- (3) In addition, Landlord may exercise any and all other options available to it, in law or in equity, which options may be exercised concurrently with or separately from the exercise of the above options. (b) -As to Other Provisions of the Sublease. If Tenant defaults (i) in the observance of any ordinance, law or regulation or any term, covenant or condition of this Sublease or other agreement with Landlord and fails to remedy, or commence to remedy (and diligently pursue until completion), such default within twenty days after notice; or (ii) in subletting or assigning this Sublease without consent; then, Landlord may give Tenant the statutorily required notice of Sublease termination, if any, and Tenant shall remain liable for damages and Rent due hereunder. If Tenant defaults two times in any six-month period, Landlord may serve notice of Sublease"termination without giving Tenant an opportunity to cure such default. (c) No Waiver. Landlord's failure to enforce one or more of its rights under this Sublease, at law; or in equity, shall not be construed as a waiver or limitation of Landlord's ability to subsequently enforce any of its rights. (d) Tenant Bankraotcv. Upon the appointment of a receiver or an assignment of assets for the benefit of creditors, or any action taken by Tenant under any bankruptcy or other debtor relief act, this Sublease shall automatically terminate without notice. 17. REMEDIES. If this Sublease shall terminate due to a default by Tenant then Tenant shall pay all Rent until termination and, as damages, any deficiency between the future -Rent herein and the rent collected under any re -letting, net of all expenses. Landlord may elect not to terminate this Sublease but to (i) recover the Rent as the same becomes due or, in advance, the present value of the future Rent and/or (ii) cure the default of Tenant and recover from Tenant the cost of such cure plus interest at the rate of two percent.(2°/u) per month until paid. After termination due to such default, Landlord may reenter the Premises, dispossess Tenant from the Premises thereon and remove all personal property without releasing Tenant from any obligation, including payment of Rent. Tenant and Tenant's creditors waive all rights to file claims for damages resulting from such reentry and expulsion, or to reenter or repossess the Premises, after Tenant shall have been dispossessed by any judgment. All other. rights and remedies available to Landlord under applicable law are hereby expressly reserved and agreed to be cumulative. Tenant agrees that it shall be responsible for payment of all costs incurred by Landlord in enforcing its remedies under this Sublease. 18. OUIET ENJOYMENT. Landlord warrants that it has the authority to enter into this Sublease, subject to Ground Master Landlord's consent, and that Tenant, while paying Rent and performing its other covenants and agreements shall peaceably and quietly have, hold and enjoy the Premiseswithouthindrance from Landlord. 19. CASUALTY. If the Premises or access :thereto shall, at any time during the Term hereby created or any renewal thereof, be damaged or destroyed, (i) this Sublease shall continue in full force. and effect, (ii) Tenant shall be obligated to rebuild :on the Premises, with reasonable promptness, the Improvements and Alterations that existed on the Premises prior to the date of said casualty, and (iii) Rent shall continue unabated. The provisions of this Article shall be subject and subordinate to the Ground Master Lease on the Premises or Property. -8- (a) Termination on Material Taking. If possession of any material part of the Premises or Improvements is taken under the power of eminent domain, or conveyance in lieu thereof, either party may terminate this Sublease within thirty days of such taking. Landlord shall be entitled to any condemnation award with respect to its interest in this Sublease and the Ground Master Lease, and Tenant shall be entitled to any condemnation award with respect to the Improvements (but only if Tenant has purchased the Improvements as of such date of taking), its interest in this Sublease and dislocation damages. For purposes of this Section, "material pare' shall mean forty percent or more of the square footage of the Premises. (b) Termination on Non -material Taking. If less than forty percent of the square footage of the Premises is taken under the power of eminent domain, or conveyance in lieu thereof, and if, in Tenant's opinion, the remainder of the Premises is in a location, or in a form, shape or reduced size that makes it impossible for Tenant to effectively and practicably conduct its regular activities on the remaining Premises, then Tenant shall so notify Landlord in writing no later than 30 days after receiving notice of approval of the taking, and this Sublease shall terminate on the date title to the portion of the Premises being taken vests in the condemning authority. If Tenant fails to timely notify Landlord, then Tenant will be deemed to have determined -to remain on the Premises, and the.Sublease will remain in effect subject to provisions of paragraph (c) below. Landlord shall be entitled to any condemnation award with respect to its interest in this Sublease and the Ground Master Lease, and Tenant shall be entitled to any condemnation award with respect to its interest in this Sublease and dislocation damages. (c) Continuation with Rent Abatement after Non -material Taku_g, If less than forty percent of the square footage of the Premises is taken under the power of eminent domain, or conveyance in lieu thereof, and i f in Tenant's opinion, the remainder of the Premises is in a location, or in a form, shape or reduced size that permits Tenant to continue to effectively and practicably conduct its regular activities on the remaining Premises, this Sublease.shall terminate as to the portion of the Premises taken as of the date title to the portion of the Premises being taken vests in the condemning authority_ However, this Sublease shall continue in full force and effect as to the remaining Premises. From and after the date title to the portion of the Premises being taken vests in the condemning authority, the Base Rent required to be paid by Tenant shall be reduced proportionally. 21. SALE BY LANDLORD. If the Landlord's interest in the Ground Master Lease is sold, Landlord shall be released from anv future liability under this Sublease and Tenant sball look solely to Landlord's successor. Except as set forth in this Section, this Sublease shall not be affected by.any such sale. 22. ESTOPPEL CERTIFICATES. Within ten days of request, Tenant shall deliver to Landlord or any prospective landlord or mortgagee a statement certifying (a) the Termination Date; (b) that this Sublease is unmodified except as specified; (c) the date to which Rent has been paid; (d) that there are no defaults of Landlord's obligations except as specified; and (e) financial, environmental and other information as reasonably requested. 23. TITLE TO IDIPROWN ENTS UPON TERMINATION. Upon the termination of this Sublease for any reason whatsoever, Tenant hereby surrenders to Landlord all of Tenant's right, 92 title and interest in the Improvements, if any, and such right; title and interest shall vest in Landlord. Such vesting in Landlord shall be self -operative without the need for any further documents or instruments, but Tenant shall, upon request, execute and deliver to Landlord such documents or instruments as Landlord may reasonably request to confirm the foregoing. No compensation shall be due and payable to Tenant in connection with the transfer of Tenant's Tight, title.and interest in the Improvements. 24. SURRENDER OF PREMISES. Upon termination of this Sublease, Tenant shall peaceably and quietly leave, surrender and yield up -unto Landlord all of the Premises and Improvements. The provisions of this Article 24 shall survive the termination of this Sublease, and Tenant shall be financially responsible for all damages and costs incurredby Landlord if Tenant fails to comply with its obligations under this provision. 25. NOTICES. Notices shall be sent by hand delivery, overnight: courier, Certified Mail, or by fax with a confirmation of delivery followed by a copy sent by regular mail, using the addresses set forth on the Reference Page, as such addresses may be changed by written notice to the other party in compliance with this Article 25, and shall be deemed given upon delivery or refusal of delivery. 26. FORCE MAJEURE. Landlord and Tenant shall he excused for any delay and shall not be in default with respect to the performanceofany of the terms or conditions of this Sublease when prevented from so doing by a cause beyond their control: This Section shall not apply to the timely payment of Rent. 27. MISCELLANEOUS. (a) Headings. The headings herein are for convenience and in no way describe the scope or intent of anySection. (b) Indemnification.or Insurance of Landlord. Any indemnification or insurance of Landlord shall include Landlord's lenders, trustees, directors, beneficiaries, shareholders, agents, affiliates, employees and ground owner. (c) Construction The terms person, Tenant and. Landlord or any pronoun used in.place thereof shall include the masculine or ferninine, the singular or plural number, individuals, firms, and corporations according to the context hereof. (d) Severability. No determination by any court or other governmental authority that any provision of this Sublease is invalid or unenforceable in any instance shall affect the validity or enforceability of (i) any other provision of this Sublease, or (ii) such provision of this Sublease in any circumstance not controlled by such determination. Each provision of this Sublease shall be valid and enforceable to the fullest extent allowed by, and shall be construed: whenever possible as being consistent with, all applicable laws. (e) Time. TIME IS OF THE ESSENCE for this Sublease and all of its provisions. Any time period which shall end or expire on a Saturday, Sunday or legal holiday shall be deemed extended to the next day which is not a Saturday, Sunday or legal holiday. -10- (f) Negotiated Document. This Sublease has been freely negotiated between the parties and in any controversy over the interpretation of anything contained herein, there shall be no presumption or conclusion drawn against either party by virtue of that party having drafted that section of the Sublease. (g) Limitation.of Liability. Tenant shall look solely to Landlord's equity in its interest in the Property for satisfaction of any judgments or awards. (h) Entire Apareement This Sublease represents the entire agreement between the parties as to the subject matter hereof and supersedes any previous understanding or agreement of the parties- (i) Amendment This Subleasemay not be modified except in writing which is duly signed by parties. 6) Govemiug Law. This Sublease and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State of Florida, without regard to its conflict of laws provisions. (k) Attorneys' Fees. If any party is required to resort to litigation to enforce its rights under this Sublease, the parties agree that any judgment awarded to the prevailing party shall include all litigation expenses of the prevailing party, including (without limitation) actual attorneys' fees and court costs {"Award"). If the Landlord is the prevailing party, the Award shall be deemed Additional Rent hereunder and shall be due from Tenant on the first day of the month following the month in which the Award was determined. If Tenant is the prevailing party, the Award may be deducted from the next rental payment(s). (1) Third Party Beneficiary. Ground Master Landlord (and including its successors and assigns), is a third party beneficiary of this Sublease. (m) Further Assurances. The parties hereto agree that they will execute such other and further documents as may be necessary and/or required to effectuate the terms, provisions, conditions and covenants of this Sublease. (n) No Partnership. Notwithstanding anything contained herein to the contrary, it is not the intention.of the parties hereto to create under any circumstances a partnership or a joint venture. The rights, duties, obligations and liabilities of Landlord and Tenant hereunder are separate and not joint or collective, and nothing herein shall ever be construed to create a partnership or joint venture under the laws of the State ofFlorida- (o) Counterparts. This Sublease may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Copies (facsimile or original) of signatures to this Sublease shall be deemed to be originals and shall be binding to the same extent as original signatures. (p) Recitals Incorporated. The recitals to this Sublease are hereby incorporated and made a part of this Sublease. -11- C� 28. FUEL. During the Term hereof Tenant shall, and shall cause anyone else who uses the Premises, to purchase from Landlord (and its affiliates and assigns) all fuel used by planes on the Premises. This provision is a material consideration in Landlord's execution of this Sublease. 29. WAIVER OF JURY TRIAL. Landlord and Tenant hereby waive trial by jury in any proceeding brought against each other. Any legal proceedings shall be governed by the laws of the State in which the Property is located and tried in the court system in such state. 30. NONRESPONSIBILITY OF LANDLORD. There shall be no abatement from or reduction of the Rent due hereunder regardless of the reason or cause. Tenant shall not be entitled to damages, costs, losses or disbursements from Landlord regardless of the cause or reason therefor. Tenant shall have no claim of any nature whatsoever against Landlord, no abatement or reduction of cent, and no recovery by Tenant from Landlord on account of partial or total failure of or damage caused by (a) lessening of supply of, or stoppage of, heat, air- conditioning, electric light, power, water, plumbing, sewerage, elevators, or any other service, (b) any damage or annoyance occasioned by water, snow, or ice being upon or coming through the root skylight, trapdoors, windows, or otherwise, (c) any defector break in any pipes, tanks, fixtures, or otherwise whereby steam, water, snow, smoke or gas, leak, issue or flow into the Premises, (d) any damage or annoyance occasioned by the condition or arrangements of any electric or other wiring, (e) any damage or annoyance arising from any acts, omissions, or negligence of owners or occupants of adjacent or contiguous property, or (f) the making of major repairs, alterations, repairs, improvements, or structural changes to the Property, or any thing or service therein or thereon or contiguous thereto provided the same shall be made with reasonable expedition. 31. GROUND MASTER LEASE: APPROVAL OF GROUND MASTER LANDLORD. (a) Ground Master Lease. Tenant is cognizant of the terms and conditions of the Ground Master Lease, and hereby covenants and agrees that its use and occupancy of the Premises hereunder and Improvements thereon shall be subject to all the provisions of the Ground Master Lease (as may be amended from time to time) and that it will not do or omit to do or permit to be done or omitted to be done any act or thing over which Tenant has control if such act,, thing or omission would constitute a breach of any covenant in the Ground Master Lease on the part of Landlord to be performed and observed. Landlord shall not require the consent of Tenant to amend the Ground Master Lease, and Tenant hereby waives any right it may have to give any such consent or consents, provided that such amendment does not reduce the term, impose any increased material obligation on Tenant or materially diminish any of its rights. Except as otherwise provided, all of the terms and conditions of the Ground Master Lease shall be incorporated herein as if Tenant were the tenant thereunder and Landlord were the landlord thereunder. Tenant hereby indemnifies Landlord against all claims, damages, costs, and expenses arising out of its nonperformance or nonobservance of any terms of the Ground Master Lease. (b) Approval of Ground Master Landlord. The Ground Master Landlord will evidence its approval of this Sublease by delivery of the Consent attached hereto. Such approval, if granted, is further conditioned upon the Tenant complying with all the terms, conditions, rules, regulations, and directives issued or adopted with respect to the Property. This Sublease is. subordinate to the terms of the Ground Master Lease. -12- 32. SWURM Tenant, and its employees, invitees, guests, and contractors must abide by those security regulations, policies and procedures (applicable at any time during the Term) ("Security Policies and Procedures") of the Landlord, the Airport, Federal Aviation Administration, the Transportation Security Administration, or any other .applicable governmental or regulatory body, promulgated from time to time. Tenant shall indemnify, protect, hold harmless, and shall defend at its own expense, the Landlord and Landlord's mortgagees from time to time against any and all loss, claims and demands made by or arising in connection with Tenant's failure to comply with any applicable Security Policies and Procedures. The provisions of this Section shall survive the expiration or earlier termination of this Sublease. [Remainder of page intentionally left blank, Signatures begin onfollowingpage] -13- JCL WITNESSES: Name:,. Name: fir. Lam._ STATEOF ss: COUNfYOF 51 Lv�c;ar l TENANT: AVIATOR HOLDINGS OF FLORIDA ly- Name:.. Title• s. BEFORE ME, the undersigned authority, personally appeared h e �j as Of A.— ,va 4vt "U \d�a�c s 0 who is known to me or proven to me by satisfactory identification, the person who signed the foregoing instrument and acknowledged the same on behalf of the t-gyp.. v 4 s d on this 3 t`day of 2019. d Notaq Public My Commission Expires: ^': KENDALLJ.PNILLMS MY COMMISSION 0 FF974859 EXPIRES Ma722, 2020 M�I>ob�fy [SIGNATURE PAGE] IN WITNESS WHEREOF, the patties have executed this Sublease as of the Effective Date. WITNESSES: Name:9i4ws 19-Lwva a . a STATE OF }ss: COUNTY OF LANDLORD: Fort Pierce FBO, LLC a Florida limited liability company By: APP Properties, Inc., its Managing' Member By: Nam Daniel arrow Title: Chief Operating Officer BEFORE ME, the undersigned authority, personally appeared Daniel Harrow; as Chief Operating Officer of APP Properties, Inc., Sole Member of Fort Pierce FBO, LLC, a Florida limited liability company, who is knomwo me or proven to me by satisfactory identification, as the person who signed the foregoing instrument, ai3d acknowledged the same on behalf of the limited liability company on this V day of YU 4a 2019. Notary Public My Commission Expires: OF NEW YQFIK [SIGNATURE PAGE] M_6 Goggle Ear i ENMUP B ENVIRONMENTAL REQUIREMENTS Tenant shall operate its business on the Property and maintain the Premises (for purposes of this Exhibit Premises includes any improvements thereon) in compliance with all fedeal, state and local laws, regulations, and requirements relating to the discbarge of air pollutants, water pollutants or wastewater or otherwise relating to the environment or "hazardous Substances: C Environmental Laws'_ The term "Hazardous Substances' means all hazardous or toxic substances, materials or wastes, including but not limited to, those substances identified as "hazardous substances' under the Comprehensive Environmental Respanse, Compensation and Liability Act of 1980. as amended from time to time; any oil or petroleum products; asbestos, PCBs; and any substances, materials or wastes that are or become regulated under Environmental Laws. Tenaat shall make reasonable efforts not to use propane -fueled forklift trucks but if they are used,. shall regularly monitor air quality to insure compliance with all applicable health standards. Tenant sballgive Landlord prompt written notice of any instituted or threatened action, proceeding or claim alleging a violation of Environmental Laws or Hazardous Substances contamination at or affecting the Property. Tenant shall also give Landlord prompt written notice of any condition or occurrence at the Property whichconstitutes a violation ofEnvironmemal Laws or would justify a demand for removal or remediation under Environmental Laws Within ten(10) days of request, Tenant shall execute and deliver to Landlord or any prospective landlord or mortgagee a statement ceRffymg:. (1) the Hazardous Substances previously used or their in use by Tenant at the Property; (2) that Tenant has obtained and maintained in full force andeffect all permits and approvals requited under Environmental Laws for the conduct of Tenant's business at the Property and providing copies. of those permits and approvals, (3) that Tenant has no notice or knowledge of the presence of Hazardous Substances on the Property: that could form the basis for cleanup; remedial, removal or restoration work under Environmental Laws; and (4)suchother environmental orrelated information as reasonably requested. If Tenant breachesits obligations under this Article, or if the presence of Hazardous Substances on the Property caused or permitted by Tenant results in contamination of the Property or increases Landlord's cost of renovating andfor repairing the Property, or if contamination of the Property by Hazardous Substances otherwise occurs for which Tenant is legally responsible, then Tenant shall indemnify, defend and hold Landlord, its officers, directors, shareholders, employees and trustees or its agents harmless from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitations, diminution in value of Property and sums paid in settlement or defense of claims, attorneys' fees, consultant fees and expert fees) which arise before or after the Sublease termination as a result of such contamination_ This indemnification of Landlord by Tenant includes,without limitations, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local government agency or political subdivision or private party. Without limiting the foregoing, if the presence of any Hazardous Substances on the Property caused or permitted by Tenant results in any contamination of the Property, Tenant, at its sole expense, shall promptly take all actions necessary to return the Property to the. condition existing prior to the introduction of any such Hazardous. Substances to the Property. Landlord shall not cause or intentionally allow the presence of Hazardous Substances in the Premises that would be in violation of Environmental Laws. Landlord agrees to indemnify, defend and (told Tenant, its officers, directors, partners, shareholders, employees and agents harmless from and against any and all claims, ]udgmeras, damages, penalties, fines, costs, liabilities or losses which arise from the presence. of Hazardous Substances in the Premises if caused by landlord, its employees, agents or contractors. This indemnification of Tenant by Landlord includes, without limitation, costs in connection with any investigation of site condition on any cleanup, remedial, removal or restoration work required by any federal, state or local government agency or political subdivision or private patty. The foregoing indemnity and obligations shall survive the expiration or earlier termination of this Sublease. Landlord and its agents shall have the right, but not the duty, to inspect the Property at any time to determine whether Tenant is complying with the terms of this Sublease. ManrP C SCHEDULE OF IMPROVEMENTS RENT Tenant is leasing the Improvements identified as 3100 Airman Drive, Ft Pierce, Florida pursuant to the schedule of payments set forth on this Exhibit C. 1. Tenant made an initial improvements rent payment of $25,000 to Landlord. 2. Tenant shall make a final improvements rent payment to Landlord of $25,000 within three (3) business days of receipt of a certificate of occupancy for the Improvements. h. Tenant shall have the tight, at any time and without penalty, to prepay any remaining portion of the, improvements rent payments. 'Any such prepayment will be credited to the remaining improvements rent payments. 5. Tenant covenants and agrees that it will diligently pursue construction of the Alteration to the Improvements and issuance of a certificate of occupancy. The failure of Tenant to timely complete construction and make any payment requited by this Schedule C shall constitute a default under the Sublease, and Landlord shall have all rights and remedies set forth in the Sublease for a default by Tenant. In no event will Tenant be entitled to any refund or repayment of improvements rent if the Sublease terminates for any reason. In addition, Tenant shallbe fully responsible for all costs incurred by Landlord in retaking possession and curing any default of Tenant Landlord's initials: C-1 EXHIBIT D FORM OF BILL OF SALE This BILL OF SALE ("Bill of MCI is made and entered into as of the /3 day of /=6di , 2012, by and between FORT PIERCE FBO LLC, a Florida limited liability company (`Seller,'), and AVIATOR HOLDINGS OF FLORIDA, a Florida corporation ("Purchaser'). This Bill of Sale is made with referenceto the following facts: (a) Seller is the owner in fee simple absolute of that certain building and all rights and appurtenances thereunto pertaining, located at the Treasure Coast International Airport and more particularly described on Exhibit A hereto, and more commonly known as 3100 Airman Drive, Fort Pierce, Florida 34946 (the "Building"). (b) Seller is the lessee under an Amended and Restated Lease Agreement dated October 10, 2000 (as the same. has been and may hereafter be amended or modified, the "Ground Lease) with St. Lucie County, Florida of the land beneath the Building located at the Treasure Coast international Airport, Seller having acquired its interest in the Ground Lease by an Assignment and Assumption Agreement dated as of December 18, 2009 from V olo Holdings Fort Pierce, LLC, as assignor, to Seller, as assignee. (c) Seller desires to convey, and Purchaser desires to accept, all of Seller's right, title, interest and estate in and to Building. NOW, THEREFORE, inconsideration of these premises and the mutual provisions set forth in this Bill of Sale, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, Seller does hereby sell, assign, convey, transfer, set over and deliver unto Purchaser all of Sellees.right, title and interest in the Building, together with non-exclusive use of driveways, parking areas, ramps and taxiways appurtenant to the Building. The Building isheing sold "AS IS, WHERE IS, WITH ALL FAULTS" and with no representations of any kind. ALL WARRANTIES OF QUALITY, FITNESS AND MERCHANTABILITY ARE HEREBY EXPRESSLY EXCLUDED. TO HAVE AND TO HOLD the same unto Purchaser and its successors and assigns for the term of the Ground Lease: This Bill of Sale is intended to be performed in and shall be governed by and construed in accordance with the laws.of the State of Florida, without regard to conflicts of laws principles. This Bill of Sale may be executed simultaneously in one or more counterparts; each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument D-1 IN WITNESS WHEREOF, the Seller and the. Purchaser have duly executed this Bill of Sale as of 201_. SELLER: FORT PIERCE FBO LLC, a Florida limited liability company By: APP Properties, Inc., its Managing Member By: Name: Title: Signed, sealed and delivered in the presence of: Print Name: Print Name: STATE OF ) ss: CITY/COUNTY OF On the day of. 201, before me, the undersigned, a Notary Public for the aforesaid jurisdiction, personally appeared ; personally known to me or proven to me on the basis of satisfactory evidence to -be the individual whose name is subscribed to the within instrument, and acknowledged tome that he executed the same in his capacity, and that by signature on the instrument,.the individual, or the person on behalf of which the individual acted, executed the instrument WITNESS my band and notarial seal the day and year fast heremabove,written. i 1 •..< <Yii 'a [SEAL] My Commission Expires: D-2 PURCHASER: Name. w) Title: Signed, sealed and delivered in the presence of; PrintName: (ar: cj. PrintName: STATE OF ss: CITY/COUNTY OF S On the % �1._ day of Fes^. . 201', before me, the undersigned, a Notary Public the aforesaid jurisdiction, personally appAred $etsonally (mown to me or proven to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that he executed he same in his capacity, and that by his signature on the instrument, the individual, or the person on behalf of which the individual acted, executed the instrument. WITNESS my hand and notarial seal the day and year first hereinabove written. t [SEAL] No y Public. Ivry Commission Expires: 1!9!9PS4B590 D-3 LEGAL DESCRIPTION OF WELDING (1 Story Concrete Block and Aluminum Building) All that certain piece, parcel or tract of land situate, lying and being in Section 30, Township 34 South; -Range 40 East of the Tallahassee Base,Meddian, St, Lucie County, Florida. The bearings contained in this legal description are based upon State Plane Grid North. The distances refer to ground distances. Said lands -being more particularly described as follows, to wit COMMENCING for reference at the National Geodetic Survey Primary. Airport Control Station stamped "Lucieport 1989' ; thence South 44°04'24"East, a distance of 928.54 feet; thence South 45°55'36" West, a distance of 1249AO feet to the POINT OF BEGINNING; thence South 44052'48" East, a distance of.112.91 feet; thence South 45012'06" West, a distance of 62.86 feet; thence North 44051' 17" West, a distance of 112.95 feet; thence North 4501420" East, a distance of 62.82 feet to the POINT OF BEGINNING.. The above described premises contains an area of 7,096.40 square feet or 0.163acres t, more or less. D=4 CONSENT OF GROUND MASTER LANDLORD Ground Master Landlord hereby consents to this Sublease and all terms and provisions hereof andrepresents to Landlord and Tenant that to Ground Master Landlord's actual knowledge (a) the Ground Master Lease is in full force and effect; (b) neither Ground Master Landlord nor Landlord is in default under any of the terns, covenants, or provisions of the Ground Master Lease; (c) the patty executing this Consent on behalf of Ground Master Landlord has the authority to consent to this Sublease; and (d)'the Ground Master Lease has not been assigned, modified, or amended in any manner, except as follows: Assignment and Assumption of Ground Lease dated December 19.2009, by and between Master Ground Landlord, Volo Holdings Fort Pierce, LLC, as assignor and Landlord,. as assignee; Assignment and Assumption of Ground Lease dated May 16, 2007, by and between B&E Houck Enterprises, Inc., as assignor, and Volo Holdings Fort Pierce, LLC, as assignee and Ground Lessor Consent to same from Master Ground Landlord; First Amendment,to-Amended and Restated Lease Agreement dated September 12,2006, by and between Master Ground Landlord and B&B Houck Enterprises, Inc. Landlord recognizes this Sublease and agrees that (i) neither Tenanf s right of possession to the Premises nor TeuanYs rights under this Sublease shall be affected or disturbed by Ground Master Landlord, and (xi) Tenant shall not be deprived of its rights under this Sublease for any reason so long as no event has occurred and then continues to exist for such period oftime (after any notice required by this Sublease) as would entitle Landlord to terminate this Sublease. IN WITNESS WHEREOF, Ground Master Landlord has executed this Consent as of this day of 2019. WITNESS: GROUND MASTERLANDLORD: St. Lucie County, Florida By, Deputy Clerk Name: Title: APPROVED AS TO FORM AND CORRECTNESS County Attorney STATE OF FLORIDA ) ) ss: COUNTY OF ST. LUCIE ) BEFORE ME, the undersigned authority, personally appeared ..as Chairman of the Board of County Commissioners, St. Lucie County, a political subdivision of the State of Florida, who is known to me or proven to me by satisfactory identification, the person who signed the foregoing instrument, and acknowledged the same on behalf of the subdivision on this _ day of 2019. Notary Public My Commission Expires: