CITY OF FERNANDINA BEACH AIRPORT HANGAR LEASE

Transcription

1 CITY OF FERNANDINA BEACH AIRPORT HANGAR LEASE THIS LEASE, made and entered into this 15th day of November, 2012, by and between, City of Fernandina Beach, Florida a municipal corporation, having its principal place of business at 204 Ash Street, Fernandina Beach, FL 32034, (hereafter "Landlord"), and Air Methods Corporation, a publicly traded Delaware corporation, having its principal place of business at 7301 So. Peoria St. Englewood, CO 80112, (hereafter "Tenant.") 1. Lease and Description of Property. Landlord hereby leases to Tenant the following described "Premises" pursuant to the terms and conditions described herein: approximately 3,000 square feet inside Hangar A on Airport property to include office space, aircraft storage, maintenance space and living quarters for 24-hour personnel plus a helipad and parking facilities outside of Hangar A, and these Premises are located at 3990 Centurion Way, Fernandina Beach, FL Term and Termination. This Lease shall commence on November 15, 2012, being the "Effective Date", and shall continue for one (1) year thereafter, the "Term". This Lease maybe terminated by either party, without cause upon ninety (90) days' prior written notice to the other party. 3. Rent. Tenant shall pay to Landlord rent for the property in the amount of Thirty-Seven Thousand Two Hundred dollars per ($37,200.00) year, Base Rent, payable on a monthly basis in the amount of Three Thousand One Hundred dollars and Zero cents ($3,100.00). The rent for the first and last month (or part of a month if the first month is not a full month) shall be paid upon the Effective Date of this Lease. The rent for each succeeding month shall be due and payable monthly in advance by the first (1st) day of each month at 1180 South 5 th Street, Fernandina Beach, FL Rents shall not be considered delinquent, if received by the tenth (10 th ) day of the month. Rents not received by the tenth (10 th ) day of the month shall be subject to a late charge of five percent (5%) of the delinquent amount. Tenant shall pay all expenses and payments in connection with the use of the Property and the rights and privileges herein granted, including taxes, ad valorem taxes, if any, sales tax, if any, permit fees, license fees and assessments lawfully levied or assessed upon the Premises or property situated hereon. 4. Option to Extend Lease. Tenant is hereby granted an option to extend in increments of one (1) year to this Lease upon mutual agreement with the Landlord, at a rent amount to be negotiated and determined in advance of the expiration of this Lease. Tenant shall give notice to Landlord of its intent to exercise this option at least sixty (60) days prior to the expiration of the Term. 5. Utilities. Landlord shall furnish, at Landlord's cost, some utilities reasonably necessary for the Premises, including water, sewer and solid waste only (includes associated maintenance); however, Tenant shall be solely responsible for payment of electric, cable, internet, and phone. 6. Services Provided By Landlord. Landlord agrees to furnish, at Landlord's cost, the following services for the Premises: grounds maintenance, reasonable refuse removal, and Landlord shall at all times maintain all structural improvements made to the interior and exterior of the building, including but not limited to, HVAC and electrical systems, in good condition.

2 7. Tenant's Obligations. Tenant shall provide its' own janitorial services, and removal of biological or hazardous waste. 8. Use. The Premises shall be used only for Tenant's business of operating a single helicopter for the purpose of air medical service, standby and associated business activities. Tenant agrees not to commit or permit any act to be performed on the Property or any omission to occur which will be in violation of any statute, regulation, or ordinance of any governmental body, quasi-governmental body and regulatory body having jurisdiction over the Property or the activities thereon being conducted. Tenant agrees not to commit or permit any act to be performed on the Property or any omission to occur which will increase the insurance rate on the Building or which will be in violation of any insurance policy carried on the Property by Landlord. Tenant will not use, store, keep, or permit any hazardous, toxic, explosive, or flammable substances on the Property without the express written consent of Landlord. 9. Common Areas. In addition to the Premises described in Paragraph I of this Lease, Tenant shall also have the right, during the term of this Lease, to use in common with Landlord and each party's employees, and invitees, all common walks, drives, and parking, within and around the Property for access to the Premises. All common areas shall be subject to the control and management of Landlord, and the use thereof shall be subject to reasonable rules and regulations as may be determined from time to time by Landlord. 10. Parking. Tenant and Tenant's employees and guests shall have the right to the use of the parking lots as are designated by Landlord, for the purpose of parking their motor vehicles to the extent reasonably necessary in connection with the Tenant's use of the Premises. Such right of use shall be without any additional charge and on a first come, first served basis. 11. Aircraft Parking. Landlord shall designate a hangar and helipad for Tenant's helicopter that is close in proximity to facilitate a rapid response to transport requests. Landlord shall ensure that water access and electrical outlets (200 amp, 110 volt service) are close to this hangar and helipad so that a water hose can reach the helicopter for washing and shorelines may be connected to the helicopter when necessary. 12. Landlord's Access. Landlord, Landlord's employees, and its agents shall have access to the Premises at reasonable times for the purpose of inspection, repairing, altering, or making improvements to the Property. Landlord must give notice to tenant of at least twenty-four (24) hours prior to the desired access date and time. Nothing in this paragraph shall be interpreted as requiring Landlord to perform any act or providing any service in addition to the requirements of the other provisions of this Lease. 13. Inspections. The Landlord and the Tenant will complete, sign and date and inspection reports at the beginning and at the end of this tenancy, for the purpose of ascertaining any damage for which Tenant is liable.

3 14. Improvements and Remodeling. Tenant shall not make any alterations, additions or improvements to the Premises, without first obtaining Landlord's written consent. Tenant agrees that the plans and specifications for any improvements or remodeling must be submitted to Landlord for approval prior to commencement of such work. If the plans and specifications are approved by Landlord, apportionment of financial responsibility for the costs must be mutually agreed upon in writing by both parties prior to entering into obligations with third parties to perform the work and before any work begins. It is understood and agreed that any improvements and installations resulting from remodeling shall remain a part of the property and shall be owned by Landlord at the expiration of this Lease or any renewal term thereof. Tenant is expressly prohibited from removing any such improvements or installations prior to or upon the termination of this Lease. 15. Warranties of Title and Quiet Possession. Landlord warrants that it has full right to make this Lease subject to the terms of this Lease, and Tenant shall have quiet and peaceable possession of the premises during the term of this Lease as against the acts of all parties claiming title to, or a right to possession of, the property. Tenant, its signatories, and all guarantors and signatories for guarantors, warrant that they are duly authorized to enter into this Lease and the guarantee of this Lease, and to execute, deliver and fulfill all terms and conditions of same. 16. Assignment and Subletting. Tenant may not assign or transfer this Lease or any interest in this Lease or any portion of this Lease without the prior written consent of Landlord in each instance. Tenant may not sublet the Premises or any part of the Premises without the prior written consent of Landlord in each instance. This provision shall apply to any assignment, transfer, or sublease of this Lease or of the Premises, whether by voluntary act, operation of law or otherwise. Landlord shall not unreasonably withhold such consent. No assignment, transfer, or sublease shall release Tenant of his or her obligations under this Lease. 17. Landlord May Assign. Landlord's rights to assign or transfer this Lease are and shall remain unqualified. No assignment by Landlord shall release Landlord of any of its obligations under this Lease for any time prior to the date of assignment or transfer. 18. Fire or Other Casualty. If fire or other casualty renders the Premises untenable, this Lease shall terminate immediately and any prepayment of rent shall be refunded pro rata by Landlord; subject to the limitation that, if the premises can be repaired within ninety (90) days from the date of such event, then, at Landlord's option, by notice in writing to Tenant, mailed within thirty (30) days of the event which rendered the premises untenable, this Lease shall remain in full effect, but the rent shall be abated until the Premises are repaired. The rent abatement provided in this paragraph shall not apply if the cause of the casualty or destruction was due in whole or in part to the negligent or willful acts of Tenant, or of Tenant's employees, agents, or guests.

4 19. Rules and Regulations. Landlord may, from time to time, impose reasonable rules and regulations regarding the Premises and the Property. Tenant and Tenant's employees, agents, invitees, and licensees shall comply with all such rules and regulations 20. Insurance. Tenant shall provide, at Tenant's expense, general liability coverage with respect to the Premises and Tenant's business in amounts and through insurers satisfactory to Landlord. Landlord shall be named as additional insured under the policy. Tenant shall, at Landlord's request, provide satisfactory documentation of such insurance coverage and agrees to notify Landlord in writing within five (5) days of any cancellation, non-renewal, termination, limitation, or modification affecting the insurance coverage required in this paragraph. Tenant shall maintain, at Tenant's cost insurance on the contents of the Premise that are owned by Tenant. The Landlord will take out or cause to be taken out and keep or cause to be kept in full force and effect during the whole of the term: a. extended fire and extended coverage insurance on the Building, except foundations, on a replacement cost basis, subject to such deductions and exceptions as the Landlord may determine; such insurance will be in a form or forms normally in use from time to time for buildings and improvements of a similar nature similarly situated; b. Hangar Keepers Liability against claims for bodily injury, including death and property damage in such form and subject to such deductions and exceptions as the Landlord may determine in an amount not less than $5 million (if we are hangaring one aircraft and $10 m if two.) c. Landlord agrees to request its insurers, upon written request of the Tenant, to have all insurance taken out and maintained by the Landlord provide for waiver of the Landlord's insurers' rights of subrogation as against the Tenant when and to the extent permitted from time to time by its insurers. 21. Indemnification. The parties recognize that Tenant is an independent contractor. Tenant agrees to assume liability for and indemnify, hold harmless, and defend the Landlord, its commissioners, mayor, officers, employees, agents, and attorneys of, from, and against all liability and expense, including reasonable attorney s fees, in connection with any and all claims, demands, damages, actions, causes of action, and suits in equity of whatever kind or nature, including claims for personal injury, property damage, equitable relief, or loss of use, arising directly or indirectly out of or in connection with any negligent and/or deliberate act or omission of Tenant its officers, employees, agents, and representatives. Tenant's liability hereunder shall include all attorney s fees and costs incurred by the Landlord in the enforcement of this indemnification provision. This includes claims made by the employees of Tenant against the Landlord, and Tenant hereby waives its entitlement, if any, to immunity under Section , Florida Statutes. The obligations contained in this provision shall survive termination of this Lease and shall not be limited by the amount of any insurance required to be obtained or maintained under this Lease. Nothing contained in the foregoing indemnification shall be construed to be a waiver of any immunity or limitation of liability the Landlord may have under the doctrine of sovereign immunity or Section , Florida Statutes.

5 22. Sale by Landlord. In the event of any sale, transfer or lease by Landlord of the Building or any interest in the Building or portion of the Building or assignment by the Landlord of this Lease or any interest of Landlord in the Lease to the extent that the purchaser, transferee, tenant or assignee assumes the covenants and obligations of the Landlord under this Lease, the Landlord will without further written agreement be freed and relieved of liability to Tenant under such covenants and obligations. This Lease may be assigned by the Landlord to any mortgagee or encumbrance holder of the Building as security. 23. Surrender. On the last day of the Term of this Lease or upon earlier termination, Tenant shall surrender the Premises in its original condition as of the Effective Date, reasonable wear and tear excepted. Tenant shall, at its expense, remove all personal property owned by Tenant from the premises, and any property not removed shall be deemed abandoned. All alterations, additions, and fixtures, which have been made or installed by either Landlord or Tenant, shall remain as Landlord's property and shall be surrendered with the premises. 24. Holding Over. In the event that Tenant remains in possession of the premises after the expiration of this Lease without the execution of a new lease, Landlord may take any legal action to remove Tenant. If Landlord accepts a rent payment for a period of time after the end of this Lease or otherwise acknowledges the tenancy, Tenant shall be deemed to be occupying the premises as a tenant from month-to-month, at a monthly rate mutually agreed by both Landlord and Tenant. Any month-to-month tenancy is subject to all the conditions, provisions, and obligations of this Lease. 25. Default of Tenant. A default by Tenant under this Lease shall occur if any of the following occur, but a default is not limited to the following: a. Anyone or more rent payments due from Tenant to Landlord shall be and remain unpaid in whole or in part after they are due and payable; b. Tenant fails to provide insurance as required by this Lease and the default continues for more than ten (10) days after notice from Landlord; c. Tenant violates or defaults in any of the other covenants, agreements, stipulations, or conditions herein and such violation or default shall continue for a period of thirty (30) days after written notice from Landlord of such violation of default; d. If Tenant shall become insolvent, make an assignment for the benefit of his or her creditors, file a voluntary bankruptcy proceeding, be subjected to an involuntary bankruptcy proceeding, or if a receiver is appointed for Tenant; e. If any guarantor of this Lease shall become insolvent, make an assignment for the benefit of its creditors, if a receiver is appointed for the guarantor, files a voluntary bankruptcy proceeding or has an involuntary bankruptcy petition against the guarantor which is not dismissed within one hundred twenty (120) days; or f. Abandonment of the property by Tenant (any absence by Tenant for more than seven (7) days without notice to Landlord shall be presumed to be an abandonment). 26. Landlord's Remedies Upon Tenant's Default. In the event of any default on the part of Tenant, Landlord shall have the right to exercise any other right or remedy that it

6 has, according to law, and, in addition, Landlord may enter and take possession of the Premises and re-let the same upon such terms as Landlord deems prudent, for the account of the Tenant; but the Tenant shall nevertheless be liable to the Landlord for any rental payments provided for herein for the remaining portion of the Term and all expenses, including court costs, reasonable attorney fees and related costs occasioned by the default of Tenant, less the net rentals received from other parties for the use of the said Premises. Nothing in this paragraph shall be interpreted to release Tenant from any liability for any indemnification provided to Landlord under this Lease for any occurrence or omission prior to the date of termination of this Lease. Provided, however, that Landlord shall have no obligation to re-let the Premises, but may instead declare the Base Rent for the unexpired Term immediately due and payable and bring an action for same. Further, Landlord may pursue any and all available rights and remedies at law, or in equity, including the right to claim and recover all costs and expenses incurred or contracted for, including reasonable attorney fees, for bringing, maintaining and prevailing in any action against Tenant and its guarantor(s). 27. Default of Landlord. Landlord shall not be deemed to be in default under this Lease until Tenant has given Landlord written notice specifying the nature of the default and until Landlord fails to cure such default within thirty (30) days after receipt of such notice or within such reasonable time thereafter as may be necessary to cure such default where such default is of such a character as to reasonably require more than thirty (30) days to cure. Any default by the LESSOR which shall continue uncured for a period of thirty (30) days notice with respect to any default under the terms or provisions of this Lease shall give LESSEE the remedies provided by law. 28. Personal Property at Tenant's Risk. All personal property of Tenant (including its employees, agents, guests and invitees) including fixtures kept, stored, or maintained on the property shall be so kept, stored, or maintained at the sole risk of Tenant. 29. Construction Liens. Tenant hereby agrees that it will not permit or allow any construction, mechanic's, or materialmen's liens to be placed against the Premises during the term hereof. Notwithstanding the previous sentence, however, in the event that any such lien shall be so placed, Tenant shall take all steps necessary to see that it is removed within thirty (30) days of its being filed; provided, however, that Tenant may contest any such lien, provided Tenant first posts a surety bond in favor of and insuring Landlord in an amount sufficient to secure the satisfaction or removal of the lien pursuant to the terms of the Construction and Mechanic s Lien Laws, but in no event shall such bond be in an amount less than one hundred fifty percent (150%) of the lien amount(s). 30. No Partnership, Joint Venture or Principal/Agent Relationship Created. Nothing in this Lease shall be interpreted as creating a partnership, joint venture, or relationship of principal and agent between the parties. 31. Cumulative Rights. No right or remedy given in this Lease to Tenant or Landlord is intended to be exclusive of any other right or remedy hereof provided by law or equity.

7 Each right and each remedy shall be cumulative and in addition to every other right or remedy given in this Lease now or hereafter existing at law or in equity or by statute. 32. Subordination. This Lease shall be subordinate to any mortgage, trust deed, or other security instrument now or hereafter placed on the property by Landlord. Tenant shall execute and deliver to Landlord all instruments necessary or required to evidence such subordination, and if Tenant fails to do so, Tenant hereby appoints Landlord as its attorney in fact to execute such documents as may be required to accomplish such subordination. 33. Miscellaneous. a. Notice. Any notice required to be given by this Lease shall be sufficient if in writing and personally delivered to the addressee or, if mailed, by United States mail, first class, postage prepaid, to: in the case of Landlord: City Manager City of Fernandina Beach 204 Ash Street Fernandina Beach, FL and, in the case of Tenant: Contracts - Attn. VP Business Air Methods Corporation 7301 So. Peoria St. Englewood, Colorado b. Successors and Assigns. This Lease shall be binding on and shall inure to the benefit of the parties to this Lease and their respective assigns, executors, heirs, personal representatives, and successors. c. Amendment. No amendment of this Lease shall be valid unless it is in writing and signed by the parties, and unless it specifies the nature and extent of the amendment. d. Severable Provisions. Each provision, section, sentence, clause, phrase, and word of this Lease is intended to be severable. If any provision, section, sentence, clause, phrase, or word hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Lease, unless to do so would materially and substantially impair the rights or duties of the parties. e. Entire Agreement. This Lease contains the entire understanding of the parties hereto with respect to the transactions contemplated herein and supersedes all prior agreements and understandings between the parties with respect to such subject matter.

8 f. Duplicate Originals. This Lease may be executed in separate counterparts and multiple originals, with the same force and effect as if all signatures were affixed to the same instrument. g. Captions, Headings, or Titles. All captions, headings, or titles in the paragraphs or sections of this Lease are inserted for convenience of reference only and shall not constitute a part of this Lease as a limitation of the scope of the particular paragraphs or sections to which they refer. h. Waiver. Any waiver by any party of default of any other party of this Lease shall not affect or impair any right arising from any subsequent default. No custom or practice of the parties which varies from the terms of this Lease shall be a waiver of any parties right to demand exact compliance with the terms of this Lease. i. Governing Law. This Lease shall be construed and enforced in accordance with the laws of the state of Florida. Any action or proceeding that may be brought to interpret or enforce the terms of this Lease shall be brought and maintained in the Courts of Nassau County, Florida, notwithstanding that any party may be a become a resident of a different State or jurisdiction. 34. Radon Gas. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department. 35. Non-Discrimination. Notwithstanding any other inconsistent provision of this Agreement, during the performance of this Agreement, Lessee, for itself, its heirs, personal representatives, successors in interest and assigns, as part of the consideration for this agreement, does hereby covenant and agree, as a covenant running with the land, that: a. No person on the grounds of race, color, religion, sex or national origin shall be excluded from participating in, denied the benefits of, or otherwise be subjected to discrimination, in the use of the Property; b. In the furnishing of services on, over or under the Property, no person on the grounds of race, color, religion, sex or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination. 36. Non-Exclusive. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of any exclusive right to Tenant.

9 IN WITNESS WHEREOF, the undersigned parties have executed this Lease in duplicate on the date set below the respective names, Landlord City of Fernandina Beach, Florida Tenant Air Methods Corporation By: Joe Gerrity, City Manager By: Its: Date: ATTEST: Date: ATTEST: Mary L. Mercer, City Clerk APPROVED AS TO FORM: Tammi E. Bach, City Attorney