exv10w13



 





Exhibit 10.13




[MIAMI INTERNATIONAL AIRPORT LETTERHEAD]




October 20, 2004




Mr. Thomas L. Cooper

President & C.E.O.

Gulfstream International

Airlines, Inc.

1815 Griffin Rd, Suite 400

Dania, FL 33004




Re: GULT431C.MTM — Terminal Building Lease Agreement (TBLA) — Modification Letter



Dear Mr. Cooper:




     This Modification Letter reflects the retroactive deletion of Gulfstream’s Cuba Flight
operational office, as was shown on Exhibit B, ID#2E2698, from Gulfstream’s TBLA.



     Therefore, in accordance with Article 1.03 of Lease No. X-431, effective May 1, 2002, covering
premises in the Terminal Building area, at Miami International Airport, the said lease is hereby
administratively modified by copy of this letter. Enclosed are two copies. Please sign and return
one by November 15, 2004.



I. CHANGES EFFECTIVE JULY 1, 2004:




     Effective July 1, 2004, the Agreement is administratively modified to delete the following:


260 square feet of air-

conditioned office,

Class II space

Exhibit B, ID# 2E2698

Dated April 15, 2003




     Below are modified Articles 1.02 and 3.01, which along with the attached Exhibits A and A-1,
dated April 15, 2003, now govern and are hereby incorporated into and made part of Lease X-431 as
of July 1, 2004.



*
    *     *




     1.02 Description of Premises: The Premises leased herein are located in the Terminal
Building Area, (“Terminal Building”) at Miami International Airport (“Airport”), and are described
as follows and shown on Exhibits A and A-1, April 15, 2003, attached hereto and made a part hereof
(“Premises”) and further identified by Miami-Dade Aviation Department (“Department”) identification
numbers (“ID”) as summarized on Schedule I. Except as otherwise provided herein, relative to common
use or possibly shared facilities, the Premises are leased to the Lessee on an exclusive basis.



*
    *     *




 









 








Gulfstream Int’l Airlines

GULT431C.MTM

October 20, 2004

Page 2




GULFSTREAM INT’L AIRLINES, INC.

GULT431C.MTM

SCHEDULE I

EFFECTIVE JULY 1, 2004





	 	1.	 	147 square feet of
air-
conditioned maintenance

storage,

Class III space

Exhibit A, ID# 3H1730

Dated April 15, 2003
	 
	 	2.	 	106 square feet of
air-
conditioned maintenance

storage,

Class III space

Exhibit A, ID# 3H1751

Dated April 15, 2003
	 
	 	4.	 	800 square feet non
air-
conditioned operational,

Class IV space

Exhibit A-1, ID# 4G1689

Dated April 15, 2003





*
    *     *





 









 








BLUEPRINT




MIAMI DADE

AVIATION DEPARTMENT

MIAMI INTERNATIONAL AIRPORT




EXHIBIT A

GULFSTREAM




 









 





BLUEPRINT




MIAMI DADE

AVIATION DEPARTMENT

MIAMI INTERNATIONAL AIRPORT




EXHIBIT A-1




GULFSTREAM




 









 





Gulfstream Int’l Airlines

GULT431C.MTM

October 20, 2004

Page 3




     3.01 Monthly Rental: As monthly rental for the lease of the premises, the Lessee shall
pay the County, commencing on July 1, 2004, 2003, the sum of $2,796.81, in U. S. currency, plus
applicable State sales tax, as required by law, on the first day of each and every month, in
advance and without billing, at the office of the Department as set forth in Article 3.05 (Address
for Payments). Said rental, which includes utilities, is computed as shown on Schedule II, attached
hereto and made a part hereof.



*
   *     *







 









 








GULFSTREAM INT’L AIRLINES GULT431C.MTC




SCHEDULE II




EFFECTIVE JULY 1, 2004




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITEM	 	EXHIBIT	 	DESCRIPTION	 	CLASS	 	ID #	 	SQ. FT.	 	% USE	 	RATE	 	ANNUAL	 	MONTHLY	 	TAX/MTH
	1	 	Exhibit A	 	A/C Space Concourse
	 	 	3	 	 	H1730	 	 	147	 	 	100%	 	$51.39	 	$	7,554.33	 	 	$	629.53	 	 	$	44.07	 
	2	 	Exhibit A	 	A/C Space Concourse
	 	 	3	 	 	H1751	 	 	106	 	 	”	 	$51.39	 	$	5,447.34	 	 	$	453.95	 	 	$	31.78	 
	3	 	Exhibit A-1	 	Non A/C Space
	 	 	4	 	 	G1689	 	 	800	 	 	”	 	$25.70	 	$	20,560.00	 	 	$	1,713.33	 	 	$	119.93	 
	 	 	 	 	TOTALS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	33,561.67	 	 	$	2,796.81	 	 	$	0.00	 






Note: Tax paid directly to State




RATES EFFECTIVE 10/03/04 TO 9/30/04




	 	 	 	 	 	 	 
	Class	 	Description	 	Rate SF/Yr
	1	 	Ticket Counter
	 	$	102.78	 
	2	 	Curbside Check-In
	 	$	77.09	 
	2	 	A/C Space Terminal
	 	$	77.09	 
	3	 	A/C Space Concourse
	 	$	51.39	 
	4	 	Non A/C Space
	 	$	25.70	 
	5	 	Covered Ramp
	 	$	12.85	 
	6	 	Other
	 	$	51.39	 






SCHEDULE II





 









 








Gulfstream Int’l Airlines

GULT431C.MTM

October 20, 2004

Page 4




II. CHANGES EFFECTIVE OCTOBER 1, 2004:




     Effective October 1, 2004 and in accordance with Article 3.03 (Rental Rate Adjustment), the
Agreement is hereby administratively modified to reflect the new rental rate as designed by the
Board of County Commissioners of Miami-Dade County, Florida, under Resolution No. R-1054-90,
adopted September 27, 1990. Below is the modified Article 3.01, which, along with the attached
Schedule II, dated October 1, 2004, now govern and are hereby incorporated into and made part of
Lease # X-431 as of October 1, 2004.



     3.01 Monthly Rental: As monthly rental for the lease of the premises, the Lessee shall
pay the County, commencing on October 1, 2004, the sum of $3,074.33, in U. S. currency, plus
applicable State sales tax, as required by law, on the first day of each and every month, in
advance and without billing, at the office of the Department as set forth in Article 3.05 (Address
for Payments). Said rental, which includes utilities, is computed as shown on Schedule II, attached
hereto and made a part hereof.



*
    *     *





 









 








GULFSTREAM INT’L AIRLINES GULT431C.MTM




SCHEDULE II




EFFECTIVE OCTOBER 1, 2004




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITEM	 	EXHIBIT	 	DESCRIPTION	 	CLASS	 	ID #	 	SQ. FT.	 	% USE	 	RATE	 	ANNUAL	 	MONTHLY	 	TAX/MTH
	1	 	Exhibit A	 	A/C Space Concourse
	 	 	3	 	 	H1730	 	 	147	 	 	100%	 	$56.49	 	$	8,304.03	 	 	$	692.00	 	 	$	48.44	 
	2	 	Exhibit A	 	A/C Space Concourse
	 	 	3	 	 	H1751	 	 	106	 	 	”	 	$56.49	 	$	5,987.94	 	 	$	499.00	 	 	$	34.93	 
	3	 	Exhibit A-1	 	Non A/C Space
	 	 	4	 	 	G1689	 	 	800	 	 	”	 	$28.25	 	$	22,600.00	 	 	$	1,883.33	 	 	$	131.83	 
	 	 	 	 	TOTALS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	36,891.97	 	 	$	3,074.33	 	 	$	0.00	 






Note: Tax paid directly to State




RATES EFFECTIVE 10/01/04 TO 9/30/05




	 	 	 	 	 	 	 
	Class	 	Description	 	Rate SF/Yr
	1	 	Ticket Counter
	 	$	112.98	 
	2	 	Curbside Check-In
	 	$	84.74	 
	2	 	A/C Space Terminal
	 	$	84.74	 
	3	 	A/C Space Concourse
	 	$	56.49	 
	4	 	Non A/C Space
	 	$	28.25	 
	5	 	Covered Ramp
	 	$	14.12	 
	6	 	Other
	 	$	56.49	 






SCHEDULE II





 









 








Gulfstream Int’l Airlines

GULT431C.MTM

October 20, 2004

Page 5




     Gulfstream International Airlines maintains sufficient funds in its GULT 30 Prepaid Account to
cover the Security Deposit requirements of Article 3.02. All other terms, covenants and conditions
contained in the Lease No. X-431, with an effective date of May 1, 2002, not inconsistent herewith,
shall remain in full force and effect.



     Please acknowledge your concurrence with the above terms and conditions by executing one copy
of this Modification Letter and returning it to the Properties Division, attention Don Hyman, by
November 15, 2004.



     By copy of this modification letter to our Accounting Division, billing will be retroactively
adjusted.



     The Department thanks Gulfstream Int’l Airlines and you for continuing to be an important part
of the Miami International Airport’s Family of Business Partners. If you have any questions, feel
free to call Don Hyman at 305-876-0362.



Sincerely,




/s/ Susan Warner Dooley




Susan Warner Dooley

Assistant Aviation Director

Business Management




	 	 	 	 	 
	ACKNOWLEDGED:	 	 
	Gulfstream International Airlines, Inc.	 	 
	 
	By:

	 	/s/ Roy Canter
 

Roy Canter
	 	 
	Title:

	 	Sr. V. P. Customer Service	 	 
	 
	 	 	 	 
	Date:

	 	   January 14, 2005	 	 







			
	cc:	 	Accounting

Rick Management

Properties






 









 








[MIAMI INTERNATIONAL AIRPORT LETTERHEAD]




July 28, 2000




Mr. Thomas L. Cooper

President & CEO

Gulfstream International

Airlines, Inc.

1815 Griffin Rd. Suite 400

Dania, FL 33004





	Re:  GULT349MTL – Terminal Lease, X-349 & GULT349A.MTM — Terminal Lease Modification Letter





Dear Mr. Cooper:




     Enclosed, please find your copy of Gulfstream International Airlines’ new Terminal Lease,
X-349, at Miami International Airport and two copies of the GULT349A.MTM Terminal Lease
Modification Letter. The new lease replaces your old Terminal Lease, X-181, retroactive to
September 25, 1999. The Modification Letter brings this new lease current with Gulfstream’s actual
airport uses and charges since September 25, 1999. Please sign and return one copy of the
Modification Letter by August 10, 2000.



     The Department made a change to the lease. Since Gulfstream no longer maintains and pays for
its own ticket counters, the portions of Article 2.01 (Use of Premises) and Article 2.02
(Installation of Equipment) about ticketing and ticket counters have been removed from the lease.
If Gulfstream has a future need for its own ticket counter positions, Article 2.01 and 2.02 can be
modified to include ticketing and use of ticket counters.



     The Department thanks you and Gulfstream for being an important part of the Miami
International Airport’s Family of Business Partners. If you have any questions or if I can be of
further service, please contact me at (305) 876-0362.



Sincerely,




/s/ Don F. Hyman




Don F. Hyman

Property Manager





			
	Enclosures — 	 	Gulfstream International Airlines, Inc. Terminal Lease – X-349 – one copy

GULT349A.MTM Modification Letter – two copies

Old Articles 2.01 & 2.02 – pages 2 and 3






			
	cc:	 	Accounting

Risk Management

Terminal Operations

Terminal Maintenance





 









 





     In the event it is necessary to relocate the Lessee to substitute premises because of the
Department’s needs or programs, the Department shall determine whether work related to such
relocation shall be performed by the Lessee, subject to reimbursement or rental credit pursuant to
the provisions of County Ordinance No. 95-64. In the event it is determined that the Lessee shall
perform the work, this Agreement shall be amended by a Supplemental Agreement which shall provide
the conditions under which the work is to be performed and the method of reimbursement.



     If the Lessee is relocated at its request or for its airline or business benefit, such as to
provide more or less space or to locate it near another airline with which it has a marketing, code
sharing, corporate interrelationship or like arrangement, the relocation costs shall be the sole
responsibility of the Lessee. If the relocation is for the mutual benefit of both the Lessee and
the Department, the parties shall attempt to agree to a mutually acceptable cost sharing
arrangement.



ARTICLE 2

Use of Premises




     2.01 Use of Premises: The Lessee shall use the Premises for the following purposes
only:




The sale of tickets, check-in and handling of passengers and their baggage
(baggage includes all articles which accompany passengers), supporting
operations, and offices for the Lessee, other airlines in which the Lessee
has at least a 5% equity interest per Resolution R-1180-95 and other
airline(s) as approved under Resolution R-1440-97. Mail and air cargo
storage or receiving operations shall not be conducted within or in
connection with the Premises without the prior written approval of the
Department. The Lessee agrees to make available to contiguous tenants its
ticket counter position(s) on an as needed basis, without charge, provided
use of same does not create conflicts in usage. The Lessee may use
contiguous ticket counter position(s) provided that use of the position(s)
does not conflict with the operations of the contiguous tenant(s) of the
County.




Certain areas of the Terminal Building, including, but not limited to,
gates, passenger gate holding areas, passenger loading bridges, concourses
and concourse security entry points, are designated as “common-use
facilities”, and are made available to all airline users, subject to the
payment of nondiscriminatory use charges, established from time to time
pursuant to Article 3.08 (Other Fees and Charges) hereof.



     2.02 Installation of Equipment: The Lessee, upon written request, approved in writing
by the Department, shall have the right to install, maintain, repair, replace and operate, at its
sole cost and expense, in and on the Premises, and between the Premises and other premises leased
or used by the Lessee, along such rights-of-way as may be approved by the Department, such computer
equipment, communications, meteorological and aerial navigational equipment and



2









 







facilities, together with required conduits, tubes and power lines, as may be necessary and
convenient in the opinion of the Lessee for its operations.



     The Department shall have the right to require the Lessee to install removable terminals at
certain designated ticket counter positions leased hereunder in order to accommodate usage of such
positions by contiguous tenants pursuant to Article 2.01 (Use of Premises) hereof.



     2.03 Adequate Utilization of Ticket Counter: In the event the ticket counter portion
of the Premises is not being adequately utilized by the Lessee, as provided herein, the Department
reserves the right, upon written notice, without liability by the Department to the Lessee, to make
available a part of the leased ticket counter to third parties on a joint utilization basis or to
delete from the leased Premises, pursuant to Article 1.03 (Relocation or Modification of Premises)
a portion of the leased ticket counter. The Department shall notify the Lessee of such action, in
writing, no less than 30 calendar days prior to implementing such joint utilization or deletion.
During any such joint utilization, any monies paid by the third parties shall accrue to the County
and the Lessee shall receive abatement of rentals due, for the applicable Premises, on a fair and
equitable basis. For the purposes of this provision, the Lessee shall be deemed not to be
adequately utilizing the ticket counter portion of the Premises whenever the Lessee is regularly
averaging less than 40 departing (enplaning) passengers per day per leased ticket counter position.



     If the deleted portion of the ticket counter Premises are not then under lease to others and
are otherwise still available to lease to the Lessee, the Lessee may, upon no less than 30 calendar
days written notice to the County, resume full utilization of the Premises. Such notice shall
contain a statement that the Lessee’s projected flight schedule is such that the Lessee has
reasonable expectation that it will be enplaning 40 or more passengers per day per ticket counter
position and shall include a planned schedule of such operations. The written notice shall be
signed by an authorized officer of the Lessee.



     2.04 Common Use Terminal Equipment: In the event the Department acquires and installs
“common use (computer) terminal equipment” (CUTE) in the portion of the Terminal in which the
ticket counter portion of the Premises are located, the Lessee, at its sole cost and expense, shall
remove its own terminal computer equipment installed in the Premises and thereafter shall pay to
the County such nondiscriminatory fees and charges as shall be established for any usage of CUTE.
Such CUTE shall be so designed and implemented as to insure the security and confidentiality of
proprietary information of the Lessee and to enhance the quality of the Lessee’s operations at the
Airport. In the event CUTE is installed in the gate areas used by the Lessee for processing
enplaning passengers, in lieu of CUTE, the Lessee, at its option, expense and liability, may use
its own portable terminal computer equipment. If the Lessee is boarding (enplaning) an average of
120 or more departing (enplaning) passengers per day per leased ticket counter position, the Lessee
shall have the right to not be required to use the County’s CUTE system. In such event, the removal
of CUTE, the installation of the Lessee’s terminal equipment and the reinstallation of CUTE upon
relocation or termination of this Agreement shall be at the Lessee’s sole cost and expense.



3









 





ARTICLE 3

Rentals and Payments




     3.01 Monthly Rental: As monthly rental for the lease of the Premises, the Lessee shall
pay to the County, commencing on September 25, 1999, the sum of $2,865.12, in U.S. currency, plus
applicable State sales taxes, as required by law, on the first day of each and every month, in
advance and without billing, at the offices of the Department as set forth in Article 3.05 (Address
for Payments). Said rental, which includes utilities, is computed as shown on Schedule II, attached
hereto and made a part hereof.




4









 








[MIAMI INTERNATIONAL AIRPORT LETTERHEAD]




July 28,
2000




Mr. Thomas L. Cooper

President & C.E.O.

Gulfstream International

Airlines, Inc.

1815 Griffin Rd, Suite 400

Dania, FL 33004




Re: GULT349A.MTM — Terminal Modification Letter



Dear Mr. Cooper:




     This Modification Letter to your new Terminal Lease, X-349, is written to bring the Lease
exhibits and rental rates current with today’s charges.



     Therefore, in accordance with Article 1.03 of Lease No. X-349, effective September 25, 1999,
covering premises in the Terminal Building area, at Miami International Airport, the said lease is
hereby administratively modified by copy of this letter. Enclosed are two copies. Please sign and
return one by August 10, 2000.



     This portion of this Modification Letter reflects the October 1, 2000 rental rate changes.



I. CHANGES EFFECTIVE OCTOBER 1, 1999:




     Effective October 1, 1999 and in accordance with Article 3.03 (Rental Rate Adjustment), the
Agreement is hereby administratively modified to reflect the new rental rate as designed by the
Board of County Commissioners of Miami-Dade County, Florida, under Resolution No. R-1054-90,
adopted September 27, 1990. Below is the modified Article 3.01, which, along with the attached
Schedule II, dated October 1, 1999, now govern and are hereby incorporated into and made part of
Lease X-349 as of October 1, 1999.



     3.01 Monthly Rental: As monthly rental for the lease of the Premises, the Lessee shall
pay the County, commencing on October 1, 1999, the sum of $2,810.36, in U. S. currency, plus
applicable State sales taxes, as required by law, on the first day of each and every month, in
advance and without billing, at the offices of the Department as set forth in Article 3.05 (Address
for Payments). Said rental, which includes utilities, is computed as shown on Schedule II, attached
hereto and made a part hereof.



 









 






GULFSTREAM
INT’L AIRLINES GULT349A.MTM




SCHEDULE II




EFFECTIVE OCTOBER 1, 1999




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITEM	 	EXHIBIT	 	DESCRIPTION	 	CLASS	 	ID #	 	SQ. FT.	 	% USE	 	RATE	 	ANNUAL	 	MONTHLY	 	TAX/MTH
	1	 	Exhibit A	 	A/C Space Terminal
	 	 	2	 	 	G1106	 	 	30	 	 	100%	 	$70.85	 	$	2,125.50	 	 	$	177.13	 	 	$	11.51	 
	2	 	Exhibit A-1	 	Covered Ramp
	 	 	5	 	 	G1689	 	 	800	 	 	”	 	$11.81	 	$	9,448.00	 	 	$	787.33	 	 	$	51.18	 
	3	 	Exhibit A-2	 	A/C Space Concourse
	 	 	3	 	 	H1502	 	 	108	 	 	”	 	$47.23	 	$	5,100.84	 	 	$	425.07	 	 	$	27.63	 
	4	 	Exhibit A-2	 	A/C Space Concourse
	 	 	3	 	 	H1730	 	 	255	 	 	”	 	$47.23	 	$	12,043.65	 	 	$	1,003.64	 	 	$	65.24	 
	5	 	Exhibit A-2	 	A/C Space Concourse
	 	 	3	 	 	H1751	 	 	106	 	 	”	 	$47.23	 	$	5,006.38	 	 	$	417.20	 	 	$	27.12	 
	 	 	 	 	TOTALS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	33,724.37	 	 	$	2,810.36	 	 	$	182.67	 






RATES EFFECTIVE 10/1/99 TO 9/30/00




	 	 	 	 	 	 	 
	Class	 	Description	 	Rate SF/Yr
	1	 	Ticket Counter
	 	$	94.46	 
	2	 	VIP Club
	 	$	70.85	 
	2	 	A/C Space Terminal
	 	$	70.85	 
	2	 	Curbside Ticket Counter
	 	$	70.85	 
	3	 	A/C Space Concourse
	 	$	47.23	 
	4	 	Non A/C Space
	 	$	23.62	 
	5	 	Covered Ramp
	 	$	11.81	 
	 	 	Ramp Pavement
	 	$	0.90	 
	6	 	Other
	 	$	47.23	 






SCHEDULE II





 









 








Gulfstream Int’l Airlines

GULT349A.MTM

July 28, 2000

Page 2




II. CHANGES EFFECTIVE DECEMBER 14, 1999:




     This portion of the Modification Letter reflects Gulfstream’s past temporary use of ticket
counters and an outbound baggage carrousel as was requested by Gulfstream’s Mr. Carlos Trujillo and
as shown on Exhibit A-3, ID# 2B1360 and ID# 4B1359. The modification was necessary to add these
passenger processing items to allow Gulfstream to handle its added Cuba flights during the
Christmas and New Year holiday season. It only covers the use of this area from December 14, 1999
to January 14, 2000.



     The cost of the temporary ticket counter area was based on the Curbside Ticket Counter Class
II rate of $70.85 psfpy. The outbound baggage carrousel cost was based on one half of the total
area around the carrousel at the Class IV rate of $23.62 psfpy.



     Effective December 14, 1999, the Agreement is administratively modified to add the following:


300 square feet of air-

conditioned temporary

ticket counters,

Class II space

Exhibit A-3, ID# 2B1360

Dated December 14, 1999



1,000 square feet of

temporary outbound

baggage carrousel,

Class IV space

Exhibit A-3, ID# 4B1359

Dated December 14, 1999




     Below are modified Articles 1.02, 3.01 and 3.02, which along with the attached Exhibits A, A-1
and A-2, dated September 25, 1999, and A-3, dated December 14, 1999, now govern and are hereby
incorporated into and made part of Lease X-349 as of December 14, 1999.



*      *      *




     1.02 Description of Premises: The Premises leased herein are located in the Terminal
Building Area, (“Terminal Building”) at Miami International Airport (“Airport”), and are described
as follows and shown on Exhibits A, A-1 and A-2, dated September 25, 1999, and A-3, dated December
14, 1999, attached hereto and made a part hereof (“Premises”) and further identified by Miami-Dade
Aviation Department (“Department”) identification numbers (“ID”) as summarized on Schedule I.



*      *      *




 









 








GULFSTREAM INT’L AIRLINES, INC.

GULT349A.MTM

SCHEDULE I

EFFECTIVE DECEMBER 14, 1999





	 	1.	 	30 square feet of air-

conditioned operational

storage,

Class II space

Exhibit A, ID# 2G1106

Dated September 25, 1999
	 
	 	2.	 	800 square feet of

covered ramp,

Class V space

Exhibit A-1, ID# 5G1689

Dated September 25, 1999
	 
	 	3.	 	108 square feet of air-

conditioned maintenance

storage,

Class III space

Exhibit A-2, ID# 3H1502

Dated September 25, 1999
	 
	 	4.	 	255 square feet of air-

conditioned maintenance

storage,

Class III space

Exhibit A-2, ID# 3H1730

Dated September 25, 1999
	 
	 	5.	 	106 square feet of air-

conditioned maintenance

storage,

Class III space

Exhibit A-2, ID# 3H1751

Dated September 25, 1999





Schedule I

Page 1




 









 








Gulfstream Int’l Airlines

GULT349A.MTM

July 28, 2000

Page 4





	 	6.	 	300 square feet of air-

conditioned temporary

ticket counters,

Class II space

Exhibit A-3, ID# 2B1360

Dated December 14, 1999
	 
	 	7.	 	1000 square feet of air-

conditioned temporary

outbound baggage carrousel,

Class IV space

Exhibit A-3, ID# 4B1359

Dated December 14, 1999





*      *      *




Schedule I

Page 2





 









 








BLUEPRINT




MIAMI DADE

AVIATION DEPARTMENT

MIAMI INTERNATIONAL AIRPORT




EXHIBIT A

GULFSTREAM




 









 








BLUEPRINT




MIAMI DADE

AVIATION DEPARTMENT

MIAMI INTERNATIONAL AIRPORT




EXHIBIT A-1

GULFSTREAM




 









 





BLUEPRINT




MIAMI DADE

AVIATION DEPARTMENT

MIAMI INTERNATIONAL AIRPORT




EXHIBIT A-2

GULFSTREAM




 









 





BLUEPRINT




MIAMI DADE

AVIATION DEPARTMENT

MIAMI INTERNATIONAL AIRPORT




EXHIBIT A-3

GULFSTREAM




 









 





Gulfstream Int’l Airlines

GULT349A.MTM

July 28, 2000

Page 5




     3.01 Monthly Rental: As monthly rental for the lease of the premises, the Lessee shall
pay the County, commencing on December 14, 1999, the sum of $6,549.95, in U. S. currency, plus
applicable State sales tax, as required by law, on the first day of each and every month, in
advance and without billing, at the office of the Department as set forth in Article 3.05 (Address
for Payments). Said rental, which includes utilities, is computed as shown on Schedule II, attached
hereto and made a part hereof.



*      *      *





 









 








GULFSTREAM INT’L AIRLINES GULT349A.MTM




SCHEDULE II




EFFECTIVE DECEMBER 14, 1999




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITEM	 	EXHIBIT	 	DESCRIPTION	 	CLASS	 	ID #	 	SQ. FT.	 	% USE	 	RATE	 	ANNUAL	 	MONTHLY	 	TAX/MTH
	1	 	Exhibit A	 	A/C Space Terminal
	 	 	2	 	 	G1106	 	 	30	 	 	100%	 	$70.85	 	$	2,125.50	 	 	$	177.13	 	 	$	11.51	 
	2	 	Exhibit A-1	 	Covered Ramp
	 	 	5	 	 	G1689	 	 	800	 	 	”	 	$11.81	 	$	9,448.00	 	 	$	787.33	 	 	$	51.18	 
	3	 	Exhibit A-2	 	A/C Space Concourse
	 	 	3	 	 	H1502	 	 	108	 	 	”	 	$47.23	 	$	5,100.84	 	 	$	425.07	 	 	$	27.63	 
	4	 	Exhibit A-2	 	A/C Space Concourse
	 	 	3	 	 	H1730	 	 	255	 	 	”	 	$47.23	 	$	12,043.65	 	 	$	1,003.64	 	 	$	65.24	 
	5	 	Exhibit A-2	 	A/C Space Concourse
	 	 	3	 	 	H1751	 	 	106	 	 	”	 	$47.23	 	$	5,006.38	 	 	$	417.20	 	 	$	27.12	 
	6	 	Exhibit A-3	 	Temp Ticket Counters
	 	 	2	 	 	B1360	 	 	300	 	 	”	 	$70.85	 	$	21,255.00	 	 	$	1,771.25	 	 	 	 	 
	7	 	Exhibit A-3	 	Temp Baggage Carrousel
	 	 	4	 	 	B1359	 	 	1,000	 	 	”	 	$23.62	 	$	23,620.00	 	 	$	1,968.33	 	 	 	 	 
	 	 	 	 	TOTALS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	78,599.37	 	 	$	6,549.95	 	 	$	182.67	 






RATES EFFECTIVE 10/1/99 TO 9/30/00




	 	 	 	 	 	 	 
	Class	 	Description	 	Rate SF/Yr
	1	 	Ticket Counter
	 	$	94.46	 
	2	 	VIP Club
	 	$	70.85	 
	2	 	A/C Space Terminal
	 	$	70.85	 
	2	 	Curbside Ticket Counter
	 	$	70.85	 
	3	 	A/C Space Concourse
	 	$	47.23	 
	4	 	Non A/C Space
	 	$	23.62	 
	5	 	Covered Ramp
	 	$	11.81	 
	 	 	Ramp Pavement
	 	$	0.85	 
	6	 	Other
	 	$	47.23	 






SCHEDULE II





 









 








Gulfstream Int’l Airlines

GULT349A.MTM

July 28, 2000

Page 6




III. CHANGES EFFECTIVE JANUARY 14, 2000:




     Effective January 14, 2000, the Agreement is administratively modified to delete the
following:


300 square feet of air-

conditioned temporary

ticket counters,

Class II space

Exhibit A-3, ID# 2B1360

Dated December 14, 1999



1,000 square feet of

temporary outbound

baggage carrousel,

Class IV space

Exhibit A-3, ID# 4B1359

Dated December 14, 1999




     Below are modified Articles 1.02, 3.01 and 3.02, which along with the attached Exhibits A, A-1
and A-2, dated September 25, 1999, now govern and are hereby incorporated into and made part of
Lease No. X-349 as of January 14, 2000.



*      *      *




     1.02 Description of Premises: The Premises leased herein are located in the Terminal
Building Area, (“Terminal Building”) at Miami International Airport (“Airport”), and are described
as follows and shown on Exhibits A, A-1 and A-2, dated September 25, 1999, attached hereto and made
a part hereof (“Premises”) and further identified by Miami-Dade Aviation Department (“Department”)
identification numbers (“ID”) as summarized on Schedule I, attached hereto and part hereof.



*      *      *




 









 








Gulfstream Int’l Airlines

GULT349A.MTM

July 28, 2000

Page 7




GULFSTREAM INT’L AIRLINES, INC.

GULT349A.MTM

SCHEDULE I

EFFECTIVE JANUARY 14, 2000





	 	1.	 	30 square feet of air-

conditioned operational

storage,

Class II space

Exhibit A, ID# 2G1106

Dated September 25, 1999
	 
	 	2.	 	860 square feet of

covered ramp,

Class V space

Exhibit A-1, ID# 5G1689

Dated September 25, 1999
	 
	 	3.	 	108 square feet of air-

conditioned maintenance

storage,

Class III space

Exhibit A-2, ID# 3H1502

Dated September 25, 1999
	 
	 	4.	 	255 square feet of air-

conditioned maintenance

storage,

Class III space

Exhibit A-2, ID# 3H1730

Dated September 25, 1999
	 
	 	5.	 	106 square feet of air-

conditioned maintenance

storage,

Class III space

Exhibit A-2, ID# 3H1751

Dated September 25, 1999





Schedule I





 









 








BLUEPRINT




MIAMI DADE

AVIATION DEPARTMENT

MIAMI INTERNATIONAL AIRPORT




EXHIBIT A

GULFSTREAM




 









 





BLUEPRINT




MIAMI DADE

AVIATION DEPARTMENT

MIAMI INTERNATIONAL AIRPORT




EXHIBIT A-1

GULFSTREAM




 









 





BLUEPRINT




MIAMI DADE

AVIATION DEPARTMENT

MIAMI INTERNATIONAL AIRPORT




EXHIBIT A-2

GULFSTREAM





 









 








Gulfstream Int’l Airlines

GULT349A.MTM

July 28, 2000

Page 8




     3.01 Monthly Rental: As monthly rental for the lease of the premises, the Lessee shall
pay the County, commencing on January 14, 2000, the sum of $2,810.36, in U. S. currency, plus
applicable State sales tax, as required by law, on the first day of each and every month, in
advance and without billing, at the office of the Department as set forth in Article 3.05 (Address
for Payments). Said rental is computed as shown on Schedule II, attached hereto and made a part
hereof.



*      *      *






 









 








GULFSTREAM INT’L AIRLINES GULT349A.MTM




SCHEDULE II




EFFECTIVE JANUARY 14, 2000




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITEM	 	EXHIBIT	 	DESCRIPTION	 	CLASS	 	ID #	 	SQ. FT.	 	% USE	 	RATE	 	ANNUAL	 	MONTHLY	 	TAX/MTH
	1	 	Exhibit A	 	A/C Space Terminal
	 	 	2	 	 	G1106	 	 	30	 	 	100%	 	$70.85	 	$	2,125.50	 	 	$	177.13	 	 	$	11.51	 
	2	 	Exhibit A-1	 	Covered Ramp
	 	 	5	 	 	G1689	 	 	800	 	 	”	 	$11.81	 	$	9,448.00	 	 	$	787.33	 	 	$	51.18	 
	3	 	Exhibit A-2	 	A/C Space Concourse
	 	 	3	 	 	H1502	 	 	108	 	 	”	 	$47.23	 	$	5,100.84	 	 	$	425.07	 	 	$	27.63	 
	4	 	Exhibit A-2	 	A/C Space Concourse
	 	 	3	 	 	H1730	 	 	255	 	 	”	 	$47.23	 	$	12,043.65	 	 	$	1,003.64	 	 	$	65.24	 
	5	 	Exhibit A-2	 	A/C Space Concourse
	 	 	3	 	 	H1751	 	 	106	 	 	”	 	$47.23	 	$	5,006.38	 	 	$	417.20	 	 	$	27.12	 
	 	 	 	 	TOTALS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	33,724.37	 	 	$	2,810.36	 	 	$	182.67	 






RATES EFFECTIVE 10/1/99 TO 9/30/00




	 	 	 	 	 	 	 
	Class	 	Description	 	Rate SF/Yr
	1	 	Ticket Counter
	 	$	94.46	 
	2	 	VIP Club
	 	$	70.85	 
	2	 	A/C Space Terminal
	 	$	70.85	 
	2	 	Curbside Ticket Counter
	 	$	70.85	 
	3	 	A/C Space Concourse
	 	$	47.23	 
	4	 	Non A/C Space
	 	$	23.62	 
	5	 	Covered Ramp
	 	$	11.81	 
	 	 	Ramp Pavement
	 	$	0.85	 
	6	 	Other
	 	$	47.23	 






SCHEDULE II





 









 








Gulfstream Int’l Airlines

GULT349A.MTM

July 28, 2000

Page 9




IV. CHANGES EFFECTIVE JUNE 1, 2000:




     On June 1, 2000 a review of Gulfstream’s leased space under its Terminal Lease, X-349, found
the 800 square feet of Class V, Covered Ramp Space as was shown on Exhibit A-1, ID# 5G1689 more
readily fell within the Class IV Non A/C Space classification. The area is a semi-enclosed one used
for Guflstream’s employee work, locker and break area. It’s electrical outlets serve Gulfstream’s
freezer, microwave, and other items.



     Therefore, this portion of the Modification Letter is written to change this area, as shown on
Exhibit A-1, ID# 4G1689 and reflect the new rental rate charge as shown on Schedule II.



     Effective June 1, 2000, the Agreement is administratively modified to delete the following:


800 square feet of

covered ramp,

Class V space

Exhibit A-1, ID# 5G1689

Dated February 11, 1999




     Effective June 1, 2000, the Agreement is administratively modified to add the following:


800 square feet of non

air-conditioned operational,

Class IV space

Exhibit A-1, ID# 4G1689

Dated June 1, 2000




     Below are modified Articles 1.02, 3.01 and 3.02, which along with the attached Exhibits A, A-1
and A-2, dated June 1, 2000, now govern and are hereby incorporated into and made part of Lease No.
X-349 as of June 1, 2000.



*      *      *




     1.02 Description of Premises: The Premises leased herein are located in the Terminal
Building Area, (“Terminal Building”) at Miami International Airport (“Airport”), and are described
as follows and shown on Exhibits A, A-1 and A-2, dated June 1, 2000, attached hereto and made a
part hereof (“Premises”) and further identified by Miami-Dade Aviation Department (“Department”)
identification numbers (“ID”) as summarized on Schedule I.



*      *      *




 









 








Gulfstream Int’l Airlines

GULT349A.MTM

July 28, 2000

Page 10




GULFSTREAM INT’L AIRLINES, INC.

GULT349A.MTM

SCHEDULE I

EFFECTIVE JUNE 1, 2000





	 	1.	 	30 square feet of air-

conditioned operational

storage,

Class II space

Exhibit A, ID# 2G1106

Dated June 1, 2000
	 
	 	2.	 	800 square feet non

air-conditioned operational,

Class IV space

Exhibit A-1, ID# 4G1689

Dated June 1, 2000
	 
	 	3.	 	108 square feet of air-

conditioned maintenance

storage,

Class III space

Exhibit A-2, ID# 3H1502

Dated June 1, 2000
	 
	 	4.	 	255 square feet of air-

conditioned maintenance

storage,

Class III space

Exhibit A-2, ID# 3H1730

Dated June 1, 2000
	 
	 	5.	 	106 square feet of air-

conditioned maintenance

storage,

Class III space

Exhibit A-2, ID# 3H1751

Dated June 1, 2000





Schedule I





 









 








BLUEPRINT




MIAMI DADE

AVIATION DEPARTMENT

MIAMI INTERNATIONAL AIRPORT




EXHIBIT A

GULFSTREAM




 









 





BLUEPRINT




MIAMI DADE

AVIATION DEPARTMENT

MIAMI INTERNATIONAL AIRPORT




EXHIBIT A-1

GULFSTREAM




 









 





BLUEPRINT




MIAMI DADE

AVIATION DEPARTMENT

MIAMI INTERNATIONAL AIRPORT




EXHIBIT A-2

GULFSTREAM





 









 








Gulfstream Int’l Airlines

GULT349A.MTM

July 28, 2000

Page 11




     3.01 Monthly Rental: As monthly rental for the lease of the premises, the Lessee shall
pay the County, commencing on June 1, 2000, the sum of $3,597.70, in U. S. currency, plus
applicable State sales tax, as required by law, on the first day of each and every month, in
advance and without billing, at the office of the Department as set forth in Article 3.05 (Address
for Payments). Said rental, which includes utilities, is computed as shown on Schedule II, attached
hereto and made a part hereof.



*      *      *




 









 





GULFSTREAM INT’L AIRLINES GULT349A.MTM




SCHEDULE II




EFFECTIVE JUNE 1, 2000




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITEM	 	EXHIBIT	 	DESCRIPTION	 	CLASS	 	ID #	 	SQ. FT.	 	% USE	 	RATE	 	ANNUAL	 	MONTHLY	 	TAX/MTH
	1	 	Exhibit A	 	A/C Space Terminal
	 	 	2	 	 	G1106	 	 	30	 	 	100%	 	$70.85	 	$	2,125.50	 	 	$	177.13	 	 	$	11.51	 
	2	 	Exhibit A-1	 	Non A/C Space
	 	 	4	 	 	G1689	 	 	800	 	 	”	 	$23.62	 	$	18,896.00	 	 	$	1,574.67	 	 	$	102.35	 
	3	 	Exhibit A-2	 	A/C Space Concourse
	 	 	3	 	 	H1502	 	 	108	 	 	”	 	$47.23	 	$	5,100.84	 	 	$	425.07	 	 	$	27.63	 
	4	 	Exhibit A-2	 	A/C Space Concourse
	 	 	3	 	 	H1730	 	 	255	 	 	”	 	$47.23	 	$	12,043.65	 	 	$	1,003.64	 	 	$	65.24	 
	5	 	Exhibit A-2	 	A/C Space Concourse
	 	 	3	 	 	H1751	 	 	106	 	 	”	 	$47.23	 	$	5,006.38	 	 	$	417.20	 	 	$	27.12	 
	 	 	 	 	TOTALS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	43,172.37	 	 	$	3,597.70	 	 	$	233.85	 






RATES EFFECTIVE 10/1/99 TO 9/30/00




	 	 	 	 	 	 	 
	Class	 	Description	 	Rate SF/Yr
	1	 	Ticket Counter
	 	$	94.46	 
	2	 	VIP Club
	 	$	70.85	 
	2	 	A/C Space Terminal
	 	$	70.85	 
	2	 	Curbside Ticket Counter
	 	$	70.85	 
	3	 	A/C Space Concourse
	 	$	47.23	 
	4	 	Non A/C Space
	 	$	23.62	 
	5	 	Covered Ramp
	 	$	11.81	 
	 	 	Ramp Pavement
	 	$	0.90	 
	6	 	Other
	 	$	47.23	 






SCHEDULE II





 









 








Gulfstream Int’l Airlines

GULT349A.MTM

July 28, 2000

Page 12




     Based on the above, the security deposit required by Article 3.02 is now $7,663.10, which
includes the 6.5% Florida State Sales Tax. Our Accounting Division shows Gulfstream Int’l Airlines
has sufficient funds in its GULT30 Prepaid Account.



     All other terms, covenants and conditions contained in the Lease No. X-349, effective
September 25, 1999, not inconsistent herewith, shall remain in full force and effect.



     Please acknowledge you concurrence with the above terms and conditions by executing one copy
of this Modification Letter and returning it to the Properties Division, attention Don Hyman, by
August 10, 2000.



     By copy of this modification letter to our Accounting Division, billing will be adjusted
accordingly.



     The Department thanks Gulfstream Intl. Airlines and you for continuing to be an important part
of the Miami International Airport’s Family of Business Partners. If you have any questions, please
feel free to call me at 305-876-0362.



Sincerely,




/s/ Don F. Hyman




Don F. Hyman

Property Manager




	 	 	 	 	 
	AGREED AND ACCEPTED	 	 
	Gulfstream International Airlines, Inc.	 	 
	 
	 	 	 	 
	BY:
	 	 

	 	 
	 
	TITLE:

	 	 

	 	 
	 
	DATE:

	 	 	 	 
	 

	 	 

	 	 







			
	cc:	 	Accounting

Maintenance

Operations

Risk Management






 











 





	 	 	 	 	 
	 

	 	Lease No.
	 	X-349
	 

	 	Cust. No.
	 	GULT30
	 

	 	Doc. Name:
	 	GULT349.MTL






LEASE AGREEMENT BETWEEN MIAMI-

DADE COUNTY, FLORIDA, AS LESSOR,

AND GULFSTREAM INTERNATIONAL

AIRLINES, INC., AS LESSEE, MIAMI

INTERNATIONAL AIRPORT




     THIS LEASE AGREEMENT, (“Agreement”) made and entered into as of the 20th day of
July, 2000, by and between MIAMI-DADE COUNTY, a political subdivision of the State of Florida
(“County”) and GULFSTREAM INTERNATIONAL AIRLINES, INC., a Florida corporation (“Lessee”).



W I T N E S S E T H:




     FOR, and in consideration of the premises and of the mutual covenants and agreements herein
contained, the parties hereto agree as follows:



ARTICLE 1

Term and Premises




     1.01 Term: The County hereby leases to the Lessee, and the Lessee hereby leases from
the County, for a term of month-to-month, commencing on the 25th day of September, 1999, cancelable
by either party, at any time, upon not less than 30 days written notice to the other party, the
premises described in Article 1.02 (Description of Premises) hereof, for the purposes set forth in
Article 2 (Use of Premises) hereof.



     1.02 Description of Premises: The premises leased herein are located in the Terminal
Building area (“Terminal Building”) at Miami International Airport (“Airport”), and are described
on Schedule I and as shown on Exhibits A, A-1 and A-2, dated September 25, 1999, attached hereto
and made a part hereof (“Premises”) and further identified by Miami-Dade Aviation Department
(“Department”) identification number(s) (“ID#”) as summarized on Schedule I, attached hereto and
made a part hereof. Except as otherwise provided herein, relative to common use or possibly shared
facilities, the Premises are leased to the Lessee on an exclusive basis.



     1.03 Relocation or Modification of Premises: The Premises are subject to relocation,
modification or deletion, at the sole discretion of the Department, and Schedules I (Premises
Description) and II (Rentals Calculation) attached to this Agreement shall be administratively
revised to reflect such relocation, modification, or deletion upon 30 days written notice to the
Lessee by the Department. Relocated space may not be similar in size or configuration to the
Premises leased herein. However, the Department shall use its best efforts to try to provide
adequately sized relocated space, based on the Lessee’s then current level of activity.



1









 





     In the event it is necessary to relocate the Lessee to substitute premises because of the
Department’s needs or programs, the Department shall determine whether work related to such
relocation shall be performed by the Lessee, subject to reimbursement or rental credit pursuant to
the provisions of County Ordinance No. 95-64. In the event it is determined that the Lessee shall
perform the work, this Agreement shall be amended by a Supplemental Agreement which shall provide
the conditions under which the work is to be performed and the method of reimbursement.



     If the Lessee is relocated at its request or for its airline or business benefit, such as to
provide more or less space or to locate it near another airline with which it has a marketing, code
sharing, corporate interrelationship or like arrangement, the relocation costs shall be the sole
responsibility of the Lessee. If the relocation is for the mutual benefit of both the Lessee and
the Department, the parties shall attempt to agree to a mutually acceptable cost sharing
arrangement.



ARTICLE 2

Use of Premises




     2.01 Use of Premises: The Lessee shall use the Premises for the following purposes
only:




Operational, maintenance and storage space for the conducting of its
business as an operational airline at Miami International Airport.
Mail and air cargo storage or receiving operations shall not be
conducted within or in connection with the Premises without the
prior written approval of the Department.




Certain areas of the Terminal Building, including, but not limited
to, gates, passenger gate holding areas, passenger loading bridges,
concourses and concourse security entry points, are designated as
“common-use facilities”, and are made available to all airline
users, subject to the payment of nondiscriminatory use charges,
established from time to time pursuant to Article 3.08 (Other Fees
and Charges) hereof.



     2.02 Installation of Equipment: The Lessee, upon written request, approved in writing
by the Department, shall have the right to install, maintain, repair, replace and operate, at its
sole cost and expense, in and on the Premises, and between the Premises and other premises leased
or used by the Lessee, along such rights-of-way as may be approved by the Department, such computer
equipment, communications, meteorological and aerial navigational equipment and facilities,
together with required conduits, tubes and power lines, as may be necessary and convenient in the
opinion of the Lessee for its operations.



     2.03 Adequate Utilization of Ticket Counter: In the event the ticket counter portion
of the Premises is not being adequately utilized by the Lessee, as provided herein, the Department
reserves the right, upon written notice, without liability by the Department to the Lessee, to make
available a part of the leased ticket counter to third parties on a joint utilization basis or to
delete from the leased Premises, pursuant to Article 1.03 (Relocation or Modification of Premises)
a portion of the leased ticket counter. The Department shall notify the Lessee of such action, in



2









 







writing, no less than 30 calendar days prior to implementing such joint utilization or
deletion. During any such joint utilization, any monies paid by the third parties shall accrue to
the County and the Lessee shall receive abatement of rentals due, for the applicable Premises, on a
fair and equitable basis. For the purposes of this provision, the Lessee shall be deemed not to be
adequately utilizing the ticket counter portion of the Premises whenever the Lessee is regularly
averaging less than 40 departing (enplaning) passengers per day per leased ticket counter position.



     If the deleted portion of the ticket counter Premises are not then under lease to others and
are otherwise still available to lease to the Lessee, the Lessee may, upon no less than 30 calendar
days written notice to the County, resume full utilization of the Premises. Such notice shall
contain a statement that the Lessee’s projected flight schedule is such that the Lessee has
reasonable expectation that it will be enplaning 40 or more passengers per day per ticket counter
position and shall include a planned schedule of such operations. The written notice shall be
signed by an authorized officer of the Lessee.



     2.04 Common Use Terminal Equipment: In the event the Department acquires and installs
“common use (computer) terminal equipment” (CUTE) in the portion of the Terminal in which the
ticket counter portion of the Premises are located, the Lessee, at its sole cost and expense, shall
remove its own terminal computer equipment installed in the Premises and thereafter shall pay to
the County such nondiscriminatory fees and charges as shall be established for any usage of CUTE.
Such CUTE shall be so designed and implemented as to insure the security and confidentiality of
proprietary information of the Lessee and to enhance the quality of the Lessee’s operations at the
Airport. In the event CUTE is installed in the gate areas used by the Lessee for processing
enplaning passengers, in lieu of CUTE, the Lessee, at its option, expense and liability, may use
its own portable terminal computer equipment. If the Lessee is boarding (enplaning) an average of
120 or more departing (enplaning) passengers per day per leased ticket counter position, the Lessee
shall have the right to not be required to use the County’s CUTE system. In such event, the removal
of CUTE, the installation of the Lessee’s terminal equipment and the reinstallation of CUTE upon
relocation or termination of this Agreement shall be at the Lessee’s sole cost and expense.



ARTICLE 3

Rentals and Payments




     3.01 Monthly Rental: As monthly rental for the lease of the Premises, the Lessee shall
pay to the County, commencing on September 25, 1999, the sum of $2,865.12, in U.S. currency, plus
applicable State sales taxes, as required by law, on the first day of each and every month, in
advance and without billing, at the offices of the Department as set forth in Article 3.05 (Address
for Payments). Said rental, which includes utilities, is computed as shown on Schedule II, attached
hereto and made a part hereof.



     The County agrees that if the Florida Department of Revenue or any other taxing authority
issues any notice or assessment to the County regarding taxes payable by the Lessee hereunder, the
County shall inform the Lessee of such notice within 10 days of receipt thereof and shall not pay
any tax or related assessment ultimately payable by the Lessee hereunder without approval of the
Lessee; provided, however, that the Lessee shall remain liable to the



3









 







County for any tax, penalty, and interest that ultimately is determined to be payable by the
Lessee. In any administrative or judicial action to challenge a tax or assessment, both the County
and the Lessee shall provide reasonable cooperation to each other; provided, however, that the
Lessee shall have the right, with the approval of the County Attorney’s Office, to select and
direct counsel to represent its and the County’s interests.



     3.02 Security Deposit: Prior to occupancy of the Premises, the Lessee, unless exempted
under County policy, shall pay to the County an amount equal to two times the required total
monthly rental as determined pursuant to Article 3.01 (Monthly Rental) above, plus applicable State
sales tax thereon, as security for the payment of the Lessee’s obligations hereunder. Said deposit
shall be in addition to any rental payments required hereunder, and the Department shall be
entitled to apply such payment to any debt of the Lessee to the Department that may then exist, as
permitted by law, including but not limited to the rentals required hereunder. In lieu of the
security deposit being made in cash, the Department, in its sole discretion, may authorize the
Lessee to provide an irrevocable Letter of Credit or other security instrument acceptable to the
Department, in a form provided or approved by the Department, in like amount. The amount of the
security deposit is subject to adjustment by the Department at any time there is a change in the
monthly rentals pursuant to the terms of this Agreement; provided further, that the Department
shall have the right to demand an increase in the security deposit requirement of up to an
additional four months rental to provide the Department with adequate assurance of the Lessee’s
payment of its obligations, which assurance is required because of the Lessee’s defaults in the
timely payment of rents, fees and charges due hereunder, or because the Department has reason to
believe, based on published reports, that the Lessee’s future ability to pay such rentals, fees and
charges, on a timely basis, is in jeopardy.



     3.03 Rental Rate Adjustment: Notwithstanding the month-to-month term of this
Agreement, annually as of October 1, the cost based rental rates, pursuant to Article 3.01 (Monthly
Rental) above, applicable to the Premises leased hereunder, shall be subject to recalculation and
adjustment in accordance with the policies and formulae approved in Board of County Commissioners’
Resolution No R-1054-90, adopted on September 27, 1990, as such may be amended from time to time.
When such adjusted rental rates are established, this Agreement shall be considered and deemed to
have been administratively amended to incorporate such rental rates, effective as of such October 1
date. Such rental rates shall be reflected herein by letter amendment hereto. Payments for any
retroactive rental adjustments shall be due upon billing by the Department and payable within ten
calendar days of same.



     3.04 Double Rental: In the event that the Lessee remains in possession of the Premises
beyond the termination of this Agreement, the Lessee shall be bound by all of the terms and
conditions of this Agreement to the same extent as if this Agreement were in full force and effect
during the time beyond the expiration date of this Agreement. However, during any such possession
of the Premises as a holdover tenant after the Department has demanded the return of the Premises,
the Lessee shall be liable for double rentals for so long as the Lessee remains in possession after
such demand, such rentals to be based upon the rental rates applicable from time to time, in whole
or in part to the Premises. (Section 83.06, Florida Statutes)



     3.05 Address for Payments: The Lessee shall pay, by mail, all rentals, fees and
charges required by this Agreement to the following:



4









 





Miami-Dade Aviation Department

Accounting Division

P. 0. Box 592616 AMF

Miami, Florida 33159




     Payments may be made by hand-delivery to the offices of the Department during normal working
hours.



     3.06 Late Payment Charge: In the event the Lessee fails to make any payments, as
required to be paid under the provisions of this Agreement, within ten days after same shall become
due, interest at the rates established from time to time by the Board of County Commissioners of
Miami-Dade County, Florida (currently set at 11/2% per month), shall accrue against the delinquent
payment(s) from the original due date until the Department actually receives payment. The right of
the County to require payment of such interest and the obligation of the Lessee to pay same shall
be in addition to and not in lieu of the rights of the County to enforce other provisions herein,
including termination of this Agreement, and to pursue other remedies provided by law.



     3.07 Dishonored Check or Draft: In the event that the Lessee delivers a dishonored
check or draft to the County in payment of any obligation arising under the terms of this
Agreement, the Lessee shall incur and pay a service charge of TWENTY FIVE DOLLARS, if the face
value of the dishonored check or draft is $50.00 or less, THIRTY DOLLARS, if the face value of the
dishonored check or draft is more than $50.00 and less than $300.00, or FORTY DOLLARS, if the face
value of the dishonored check or draft is $300.00 or more, or Five Percent of the face value of
such dishonored check or draft, whichever is greater. Further, in such event, the Department may
require that future payments required pursuant to this Agreement be made by cashier’s checks or
other means acceptable to the Department.



     3.08 Other Fees and Charges: The Lessee acknowledges that the Board of County
Commissioners has or will establish or direct the establishment, from time to time, of various fees
and charges for the use of various facilities, equipment and services provided by the County and
not leased to or specifically provided to the Lessee hereunder, and procedures relating to the
payment of same. Such fees may include, but are not necessarily limited to, concourse use charges,
concourse security fees, baggage claim and makeup use and maintenance charges, landing fees,
charges for the use of loading bridges, pre-conditioned air and 400hz systems, aircraft parking and
overtime aircraft charges, and the like. The Lessee shall pay, upon billing, for its use of such
facilities, equipment and services those fees and charges which are billed monthly. For other fees
and charges which are based on usage, the Lessee shall, unless otherwise directed by the Department
in writing, report its uses of applicable facilities, equipment and services and pay the applicable
fees and charges at the same time and in the same manner it pays landing fees to the County.



     3.09 Percentage Fee Payments Required for Provision of Services to Others: The Lessee
acknowledges that the Board of County Commissioners has established policies whereby an airline is
authorized to provide services to: (1) handle airlines in which it has at least a 5% equity
interest per Resolution R-1180-95, dated September 14, 1995, and (2) handle other



5









 







airline(s) per Resolution R-1440-97, dated December 2, 1997. Pursuant to the above
resolutions, the Lessee,
upon obtaining an Airline Handling Services Permit, is hereby authorized to perform airline
handling services, subject to the payment, by the Lessee, of a percentage of Gross Revenues
obtained from providing such services, as defined in Article 3.10 (Opportunity Fee). In no event
will such payment be considered as a lease, rental or license payment.



     3.10 Opportunity Fee: In addition to the monthly rental payments required under
Article 3.01 (Monthly Rental), the Lessee shall pay to the County 7% of the monthly Gross Revenues,
as defined in Article 3.11 (Gross Revenues). The Lessee shall pay such amount to the County by the
tenth day of the month following the month in which the Gross Revenues were received or accrued.
The percentage fees payable on any unreported Gross Revenues, determined by the annual audit
required pursuant to Article 3.14 (Annual Audit Required) are considered, for the purposes of
Article 3.06 (Late Payment Charge), as having been due on the tenth day of the month following the
month during which such unreported Gross Revenues were received or accrued. This opportunity fee is
not a payment for a lease or license to use the Premises, but rather payment for the Lessee’s
privilege of doing business on the Airport.



     3.11 Gross Revenues: The term “Gross Revenues”, as used in the Agreement means all
moneys paid or payable to, or considerations of determinable value received by the Lessee for sales
made, transactions had, or services rendered to an equity interest airline(s) or other airline(s)
under Article 2.01 (Use of Premises) and Article 3.09 (Percentage Fee Payments Required for
Provision of Services to Others) of this Agreement regardless of when or where the order therefore
is received, whether paid or unpaid, whether on a cash or credit basis or in consideration of any
other thing of value; provided, however, that any taxes imposed by law which are separately stated
to and actually paid by a customer and directly payable by the Lessee to a taxing authority and
sales refunds shall be excluded therefrom.



     3.12 Records and Reports: The Lessee shall keep in Miami-Dade County, during the term
of this Agreement, all books of account, records and reports used in its operation necessary to
report Gross Revenues and to calculate the percentage opportunity fees payable hereunder and as
may, from time to time, be required by the Department to document its activities pursuant to this
Agreement. All Gross Revenues hereunder shall be accounted for in accordance with generally
accepted accounting principles. The form of all such books of account, records and reports shall be
subject to the approval of the Department and/or the auditors of the County (one or more of the
following: the designated external auditing firm or other certified public accounting firm selected
by the Department, the County’s department of Audit and Management Services or auditors of the
State of Florida). Recommendations for changes, additions or deletions to such books of account,
records and reports by the auditors of the County shall be complied with by the Lessee when
requested by the Department. The auditors of the County shall be permitted, during normal working
hours, to audit and examine all books of account, records and reports relating to the operations of
the Lessee hereunder, including, but not limited to, balance sheets, profit and loss statements,
deposit receipts, Florida State Sales Tax Reports and such other documents as may be determined by
the Department to be necessary and appropriate; provided, however, that the Lessee shall not be
required to retain such records in Miami-Dade County, Florida, for more than three years following
termination of this Agreement.



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     3.13 Monthly Report of Gross Revenues: On or before the tenth day following the end of
each calendar month throughout the term of the Agreement, the Lessee shall furnish to the
Department a statement of monthly Gross Revenues for the preceding calendar month and certify as to
the accuracy of such Gross Revenues in the form prescribed by the Department. In the event there
are no Gross Revenues, a monthly report will be submitted stating such.



     3.14 Annual Audit Required: Within sixty days of each anniversary of the commencement
date of this Agreement and within sixty days following termination of this Agreement, the Lessee
shall, at its sole cost and expense, provide to the Department on an annual (or portion thereof)
basis an audit report of monthly Gross Revenues, containing an unqualified opinion, prepared and
attested to by an independent certified public accounting firm, licensed in the state of Florida.
The report shall include a schedule of Gross Revenues and percentage opportunity fees paid to the
County under this Agreement, prepared in accordance with the comprehensive basis of accounting
defined under terms of the Agreement and reported in the format as subsequently prescribed by the
Department. The audit shall be conducted in accordance with generally accepted auditing standards
and include issuance of a management letter, which will contain the findings discovered during the
course of the examination, such as recommendations to improve internal controls and other
significant matters related to this Agreement. In addition, the audit shall include comprehensive
compliance procedures to determine whether the books of account, records and reports were kept in
accordance with the terms of this Agreement for the period of examination. The auditor shall report
such procedures and findings in a separate letter report to the Department. The last such report
shall include the last day(s) of operations.



     3.15 Right to Inspect: The Department and the auditors of the County shall have the
right, without limitation, to enter upon the Premises at any time during normal operating hours of
the Lessee to: (1) inspect, review, verify and check all or any portion(s) of the Lessee’s
procedures for recording or compiling Gross Revenue information by day or month; and (2) audit,
check, inspect and review all books of account, records, financial reports, financial statements,
operating statements, inventory records, copies of State sales tax returns, and work papers
relating to the operation of the Lessee, and other pertinent information as may be determined to be
needed or desirable by the Department.



ARTICLE 4

Maintenance and Repair by Lessee




     4.01 Cleaning: The Lessee shall, at its sole cost and expense, perform or cause to be
performed, services which will at all times keep the Premises clean, neat, orderly, sanitary and
presentable.



     4.02 Removal of Trash: The Lessee shall remove from the Premises, at its sole cost and
expense, all trash and refuse which might accumulate and arise from its use of the Premises and the
business operations of the Lessee under this Agreement. Such trash and refuse shall be stored
temporarily and disposed of in a manner approved by the Department.



     4.03 Maintenance and Repairs: The Lessee shall repair and maintain in good condition
the Premises and all improvements or alterations thereto, except for those items for which the



7









 







County is responsible pursuant to Article 5 (Maintenance by County). Such repair and
maintenance shall include, but not be limited to, painting, overhead and personnel doors, windows,
equipment, protection bumpers attached to building, furnishings, skylights, fixtures,
appurtenances, replacement of light bulbs, ballasts and tubes and the replacement of all broken
glass, and shall at all times be based on a standard of care reflecting prudent property
management. Maintenance and repairs shall be in quality and class equal to or better than the
original work to preserve the Premises in good order and condition. The Lessee shall repair all
damage caused by the Lessee and its employees, agents, independent contractors, patrons, servants
or invitees. Prior to or at termination of this Agreement, injury done by the installation or
removal of furniture and personal property of the Lessee shall be repaired so as to restore the
Premises to their original state, except as the Premises may have been altered by the Lessee with
the approval of the Department pursuant to Article 7.01 (Alterations), and to quit and surrender up
the Premises in the same good order and condition as it was at the commencement of this Agreement,
except for reasonable wear and tear and damage caused by an Act of God provided however, that such
return of the Premises under this Article 4.03 shall not relieve the Lessee of its obligations for
damages to the Premises that may be specifically provided elsewhere in this Agreement. Any
equipment installed in the Premises or elsewhere in the Terminal Building by the Lessee shall be
removed and, unless the space as altered, either by the Lessee or by a predecessor of the Lessee
and accepted by the Lessee, is usable by a successor tenant, in the opinion of the Department, the
space shall be returned to its original condition, normal wear and tear excepted, upon relocation
or termination of this Agreement.



     4.04 Air-conditioning Maintenance: The Lessee shall have full responsibility for
maintenance of any air-conditioning equipment installed by the Lessee.



     4.05 Inspections: The Department and/or its designated representatives shall have the
right, during normal working hours, to inspect the Premises to identify those items of maintenance,
repair, replacement, modification and refurbishment required of the Lessee or the County, pursuant
to Article 5 (Maintenance by County), to keep the Premises in good order and condition. The Lessee
shall perform all corrective work required of it, identified in such inspection(s) within 30 days
of receipt of written notice from the Department, or if correction cannot reasonably be completed
within such 30 day period, in the sole discretion of the Department, the Lessee has commenced
substantial corrective steps within such 30 day period and diligently pursues same to completion.
Trash and debris problems shall be corrected within 24 hours following receipt of either oral or
written notice from the Department.



     4.06 Failure to Maintain: If it is determined by the Department that the Lessee has
failed to properly clean, remove trash and refuse, maintain, repair, replace and refurbish the
Premises as required by this Article 4 (Maintenance and Repair by Lessee), the Department shall
provide to the Lessee a list of deficiencies, reflecting the amount of time to be reasonably
allowed for the Lessee to correct same. If the Lessee fails to correct such deficiencies within the
time allowed and has not registered an objection as to its obligation to do so, the Department,
following 10 days further notice to the Lessee, may enter upon the Premises and perform all work,
which, in the judgment of the Department, may be necessary and the County shall add the cost of
such work, plus 25% for administrative costs, to the rent due hereunder on the first day of the
month following the date of such work, and such cost shall be and constitute a part of the rent.
Subsequent to receipt of the further notice of intent to perform repairs or cleanup from the



8









 







Department, the Lessee shall not undertake performance of such repairs or cleanup without
specific prior written authorization from the Department.



     4.07 Lessee Maintenance Subject to Certain Conditions: The maintenance, repair and
cleanliness responsibilities of the Lessee pursuant to this Article 4 may be subject to
interruption caused by repairs, strikes, lockouts, labor controversies, inability to obtain fuel,
power or parts, accidents, breakdowns, catastrophes, national or local emergencies, acts of God,
and other conditions beyond the control of the Lessee. To the extent such events directly preclude
completion of the Lessee’s obligations pursuant to this Article 4, the County shall have no claim
for damages or right to terminate this Agreement pursuant to Article 12.03 (Other Defaults) for the
Lessee’s failure to furnish or to furnish in a timely manner any such maintenance, repair or
cleaning. The Lessee shall exercise reasonable diligence to remedy and/or cure any such
interruptions, to the extent such interruptions are within the Lessee’s control. In such event, the
Department shall have the right, in its sole discretion, to enter upon the Premises for the sole
purpose of performing such maintenance, repair or cleaning and to bill the Lessee for its actual
costs in performing same.



ARTICLE 5

Maintenance by County




     5.01 County Maintenance: The County shall clean, maintain and operate in good
condition the Terminal Building, including, but not limited to, structural and system repairs,
maintenance of electrical and mechanical systems, maintenance of walls and ceilings outside the
leased Premises, and repair and maintenance of the roof. The County shall keep the public areas in
the Terminal Building furnished and will provide therein adequate light, cold water and conditioned
air. The County shall be responsible for the replacement of light bulbs, ballasts and tubes in the
ticket counter space of the Premises. If any of the Terminal facilities are damaged or destroyed by
the operations of the Lessee, the Department shall make the necessary repairs or replacements and
shall bill the Lessee the cost thereof, plus 25% for administrative costs, in the manner specified
in Article 4.06 (Failure to Maintain) hereof.



     5.02 County Maintenance Subject to Certain Conditions: Such maintenance by the County
may be subject to interruption caused by repairs, strikes, lockouts, labor controversies, inability
to obtain fuel, power or parts, accidents, breakdowns, catastrophes, national or local emergencies,
acts of God, and other conditions beyond the control of the County. Upon any such happening, the
Lessee shall have no claim for damages for the County’s failure to furnish or to furnish in a
timely manner any such maintenance; provided, however, that, if the Premises are so damaged as to
significantly impact the Lessee’s operations for a period in excess of 72 hours, the Department
shall provide a rent abatement for that portion of the Premises rendered unusable for that period
of time that the County is unable to make repairs required by Article 5.01 (County Maintenance).
The County shall exercise reasonable diligence to remedy and/or cure any such interruptions, to the
extent such interruptions are within the County’s control.



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ARTICLE 6

Regulations, Licenses and Permits




     6.01 Rules and Regulations: The Lessee shall comply with all Ordinances of the County,
including the Rules and Regulations of the Department Chapter 25, Code of Metropolitan Miami-Dade
County, Florida, as the same may be amended from time to time, Operational Directives issued
thereunder, all additional laws, statutes, ordinances, regulations and rules of the Federal, State
and County Governments, and any and all plans and programs developed in compliance therewith, and
any County Administrative Orders and resolutions of the Board of County Commissioners applicable to
operation of the Airport, which may be applicable to its operations or activities under this
Agreement, including specifically, without limiting the generality hereof, Federal air and safety
laws and regulations and Federal, State and County environmental, hazardous waste and materials and
natural resources laws, regulations and permits.



     6.02 Violations of Rules and Regulations: The Lessee agrees to pay on behalf of the
County any penalty, assessment or fine, issued against the County, or to defend in the name of the
County any claim, assessment or civil action, which may be presented or initiated by any agency or
officer of the Federal, State or County governments, based in whole or substantial part upon a
claim or allegation that the Lessee, its agents, employees or invitees, have, during the term of
any prior agreement, this Agreement or any extension hereof or any holdover period of occupancy of
the Premises by the Lessee, violated any law, ordinance, regulation, rule or directive described in
Article 6.01 (Rules and Regulations) above or any plan or program developed in compliance
therewith. The Lessee further agrees that the substance of this Article 6.02 and Article 6.01
(Rules and Regulations) above shall be included in every sublease, contract and other agreement,
which the Lessee may enter into related to its operations and activities under this Agreement and
that any such sublease, contract and other agreement shall specifically provide that “Miami-Dade
County, Florida is a third party beneficiary of this and related provisions.” This provision shall
not constitute a waiver of any other conditions of this Agreement prohibiting or limiting
assignments, subletting or subcontracting.



     6.03 Permits and Licenses: The Lessee expressly covenants, warrants and agrees that it
shall, at its sole cost and expense, be strictly liable and responsible for obtaining, paying for,
maintaining on a current basis, and fully complying with, any and all permits, licenses and other
governmental authorizations, however designated, as may be required, at any time throughout the
entire term of this Agreement, by any Federal, State, or County governmental entity or any judicial
body having jurisdiction over the Lessee or the Lessee’s operations and activities, for any
activity of the Lessee conducted on the Premises and for any and all operations conducted by the
Lessee at the Airport, including ensuring that all legal requirements, permits and licenses
necessary for or resulting, directly or indirectly, from the Lessee’s operations and activities on
the Premises have been obtained and are being fully complied with; provided, however, that the
Lessee shall hot be responsible for obtaining construction related certificates of occupancy for
portions of the Premises constructed by the County. Upon the written request of the Department, the
Lessee shall provide to the Department copies of any and all permits and licenses required by law,
and applications therefor, which the Department may request.



10









 





     6.04 Aircraft Noise Abatement Regulations Compliance: The Lessee hereby specifically
acknowledges its awareness that the noise generated by aircraft, while on the ground and in flight,
may cause annoyance to residential areas in proximity to the Airport and/or under or near flight
corridors serving the Airport and that the County, as proprietor of the Airport, may, therefore,
from time to time adopt certain lawful policies, procedures and/or regulations, not inconsistent
with the Airport Noise and Capacity Act of 1990, unless otherwise approved by the Federal Aviation
Administration, and not inconsistent with aircraft safety, intended, to abate the effects of
aircraft noise. Said policies, procedures and/or regulations may deal with, but are not necessarily
limited to, nighttime engine-run-ups, preferential runway usage, aircraft arrival and departure
patterns, use of displaced runway thresholds, and the like. The Lessee specifically understands and
agrees that a violation of same shall constitute a material breach hereunder and may result in
termination of this Agreement pursuant to the provisions hereof and also, that individual violators
may be subject to criminal prosecution. The foregoing shall not preclude the Lessee from
contesting, in good faith, in an appropriate jurisdictional forum, the validity or applicability of
such policies, procedures or regulations.



ARTICLE 7

Alteration of Premises and Erection of Signs




     7.01 Alterations: The Lessee shall not alter the Premises in any manner whatsoever
without the prior written approval of the Department. In the event the Lessee is given approval to
make alterations to the Premises, the Lessee shall comply with the terms and conditions of such
approval, should the Lessee choose to proceed with such alterations, as contained in the
Department’s approval letter, and a failure to do so shall constitute a default pursuant to Article
12.03 (Other Defaults) hereof.



     7.02 Signage: The Lessee shall not erect, maintain or display any identifying signs or
any advertising matter, of any type or kind which is visible to the public, without prior written
approval of the Department. In the event the Department changes the graphics system for the
identification of lessees at the Airport, the Lessee agrees, if required by the Department, to
change, at its sole cost, any of its identification signs necessary to comply with such graphics
system.



ARTICLE 8

Assignment and Subletting




     The Lessee shall not assign, transfer or otherwise encumber this Agreement, nor sublet all or
any portion of the Premises, nor, except as may be otherwise authorized pursuant to Article 3.09
(Percentage Fee Payments Required for Provision of Service to Others), allow others to use the
Premises for any commercial purpose. Notwithstanding the preceding sentence, the Lessee shall,
without the prior approval of the Department, be permitted to assign or transfer this Agreement if
the intended assignee or transferee is the Lessee’s parent, an airline subsidiary of the Lessee or
the Lessee’s successor by reason of merger, consolidation or acquisition of substantially all the
Lessee’s assets. In no event shall this Agreement be assigned or transferred to an entity which
intends to use the Premises primarily for the purpose of providing aeronautical services to other
airlines.



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ARTICLE 9

Indemnification and Hold Harmless




     The Lessee shall protect, defend (using attorneys reasonably acceptable to both the
County and the Lessee), and hold the County and its officers, agents and employees completely
harmless from and against any and all liabilities, losses, suits, claims, judgments, fines or
demands arising by reason of injury or death of any person or damage to any property, including the
leased Premises, including all reasonable costs for investigation and defense thereof (including
but not limited to attorney fees, court costs, and expert fees, through all levels of trial and
appellate proceedings), of any nature whatsoever arising out of or incident to this Agreement
and/or the use or occupancy of the leased Premises or the acts or omissions of officers, agents,
employees, contractors, subcontractors, licensees, assignees, successors, or invitees of the Lessee
regardless of where the injury, death, or damage may occur except to the extent such injury, death
or damage is caused (i) solely by an Act or God, or (ii) by the negligence or willful misconduct of
the County, its officers, employees or agents. The County shall give the Lessee reasonable notice
of any such claims or actions. The provisions of this Article 9 shall survive the expiration or
early termination of this Agreement.



ARTICLE 10

Insurance




     10.01 Insurance Required: In addition to such insurance as may be required by law, the
Lessee shall maintain, without lapse or material change, for so long as it occupies the Premises,
the following insurance:




	 	(A)	 	Public Liability Insurance on a comprehensive basis, including Contractual
Liability, to cover the Lessee’s Premises and operations, in an amount not less than
$5,000,000 combined single limit per occurrence for bodily injury and property damage.
The County must be shown as an additional insured with respect to this coverage.
	 
	 	 	 	Coverages shall be for each occurrence, with either no aggregate or an annual policy
aggregate of no less than twice the amount of coverage required for each occurrence.
In the event that the Lessee’s available coverage falls below the per occurrence
amount shown above, the Lessee shall secure a new certificate of insurance
evidencing the required coverage. The County reserves the right to not accept
policies with aggregate limits or substantial deductibles.
	 
	 	(B)	 	Automobile Liability Insurance covering all owned, non-owned and hired vehicles
(including ground or mobile equipment) used by the Lessee in connection with its
operations under this Agreement in an amount not less than:






	 	(1)	 	$5,000,000 combined single limit per occurrence for bodily
injury and property damage covering all vehicles and ground and mobile
equipment used by the Lessee on the Air Operations Area of the Airport (“AOA”);





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	 	(2)	 	$300,000 combined single limit per occurrence for bodily injury
and property damage covering such vehicles and ground and mobile equipment when
being used by the Lessee off of the AOA.





     The insurance coverages required shall include those classifications, as listed in standard
liability insurance manuals, which most nearly reflect the operations of the Lessee under this
Agreement. All insurance policies required pursuant to the terms of this Agreement shall be issued
in companies approved to do business under the laws of the State of Florida. Such companies must be
rated no less than “B” as to management, and no less than “V” as to strength in accordance with the
latest edition of “Best’s Insurance Guide”, published by A.M. Best Company, Inc., or, if not Best
rated, in companies with substantially equivalent strength, management and financial
responsibility, subject to approval of the County Risk Management Division.



     10.02 Insurance Certificates Required: Prior to the commencement of operations
hereunder and annually thereafter, the Lessee shall furnish or cause to be furnished certificates
of insurance to the Department which certificates shall clearly indicate that:




	 	(A)	 	The Lessee has obtained insurance in the types, amounts and classifications as
required for strict compliance with this Article;
	 
	 	(B)	 	The policy cancellation notification provisions specify at least 30 days
advance written notice of cancellation to the County; and
	 
	 	(C)	 	The County is named as an additional insured with respect to the Lessee’s
public liability policies, or policies covering the Lessee’s contractual
indemnification obligations hereunder.





     On said insurance certificates, unless specifically shown to be excluded thereon,
comprehensive public liability coverage shall include contractual liability, and notification of
cancellation shall include notification of material changes in the policies.



     The County reserves the right to require the Lessee to provide such reasonably amended
insurance coverage as it deems necessary or desirable, upon issuance of notice in writing to the
Lessee, which notice shall automatically amend this Agreement effective 30 days after such notice.



     10.03 Compliance: Compliance with the requirements of this Article 10 (Insurance)
shall not relieve the Lessee of its liability under any other portion of this Agreement or any
other agreement between the County and the Lessee.



     10.04 Right to Examine: The Department reserves the right, upon reasonable notice, to
examine the original or true copies of policies of insurance (including but not limited to binders,
amendments, exclusions, riders and applications) to determine the true extent of coverage. The
Lessee shall, upon receipt of notice from the Department, promptly provide to the Department
certified copies of such portion(s) of the policies of insurance and related documents as the
Department shall deem necessary.



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     10.05 Personal Property: Any personal property of the Lessee or of others placed in
the Premises or placed anywhere on the Airport shall be at the sole risk of the Lessee or the
owners thereof, and the County shall not be liable for any loss or damage, except to the extent
such loss or damage was caused by the negligence of the County, as limited by Section 768.28,
Florida Statutes.



ARTICLE 11

Use of Public Facilities




     The County grants to the Lessee, in common with all others desiring to use the Airport, and
only to the extent necessary to carry out the rights granted the Lessee hereunder, the nonexclusive
privilege to use the runways, taxiways, roads of egress and ingress, service roads and such other
facilities and improvements as may be now in existence or hereafter constructed for the use of
persons lawfully using the Airport; provided, however, that such usage shall be subject to the
payment of nondiscriminatory fees and other charges established by the County. Nothing herein
contained shall grant to the Lessee the right to use any space or area improved or unimproved which
is leased to a third party, or which the County has not leased herein.



ARTICLE 12

Termination




     12.01 Payment Defaults: Failure of the Lessee to make all payments of rentals, fees
and charges required to be paid herein when due shall constitute a default, and the County may, at
its option, terminate this Agreement after seven (7) calendar days notice in writing to the Lessee
unless the default be cured within the notice period.



     12.02 Insurance Defaults: The County shall have the right, upon seven (7) calendar
days written notice to the Lessee, to terminate this Agreement if the Lessee fails to provide
evidence of insurance coverage in strict compliance with Article 10 (Insurance) hereof prior to
commencement of operations, or fails to provide a renewal of said evidence upon its expiration;
provided, however, that such termination shall not be effective if the Lessee provides the required
evidence of insurance coverage within the notice period.



     12.03 Other Defaults: The County shall have the right, upon 30 calendar days written
notice to the Lessee, to terminate this Agreement upon the occurrence of any one or more of the
following, unless the same shall have been corrected within such period, or if correction cannot
reasonably be completed within such 30 day period, in the sole discretion of the Department, the
Lessee has commenced substantial corrective steps within such 30 day period and diligently pursues
same to completion.




	 	(A)	 	Failure of the Lessee to comply with any covenants of this Agreement, other
than the covenants to pay rentals, fees and charges when due, and the covenants to
provide required evidence of insurance coverage.
	 
	 	(B)	 	The conduct of any business, the performance of any service, or the
merchandising of any product or service not specifically authorized herein, by the
Lessee.





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     12.04 Habitual Default: Notwithstanding the foregoing, in the event that the Lessee
has frequently, regularly or repetitively defaulted in the performance of or breached any of the
terms, covenants and conditions required herein to be kept and performed by the Lessee, in the sole
opinion of the County and regardless of whether the Lessee has cured each individual condition of
breach or default as provided in Articles 12.01 (Payment Defaults), 12.02 (Insurance Defaults) and
12.03 (Other Defaults) hereinabove, the Lessee shall be determined by the Director to be an
“habitual violator.” At the time that such determination is made, the Department shall issue to the
Lessee a written notice advising of such determination and citing the circumstances therefor. Such
notice shall also advise the Lessee that there shall be no further notice or grace periods to
correct any subsequent breach(es) or default(s) and that any subsequent breach(es) or default(s),
of whatever nature, taken with all previous breaches and defaults, shall be considered cumulative
and, collectively, shall constitute a condition of noncurable default and grounds for immediate
termination of this Agreement. In the event of any such subsequent breach or default, the County
may cancel this Agreement upon the giving of written notice of termination to the Lessee, such
termination to be effective upon the tenth day following the date of receipt thereof and all
payments due hereunder shall be payable to said date, and the Lessee shall have no further rights
hereunder.



     12.05 Termination for Abandonment: This Agreement shall be automatically terminated
upon the abandonment by the Lessee of the Premises or the voluntary discontinuance of operations at
the Airport for any period of time exceeding 15 consecutive calendar days, unless such abandonment
or discontinuance has been caused by strike, labor disturbance, Act of God, civil disturbance or
governmental order that prevents the Lessee’s use of the Premises for the purposes authorized in
Article 2 (Use of Premises). The Lessee shall remain fully responsible for all rental and other
payments due during any period of abandonment prior to termination pursuant to this Article 12.05.



     12.06 Actions at Termination: The Lessee shall vacate, quit, surrender up and deliver
the Premises to the County on or before the termination date of this Agreement, whether by lapse of
time or otherwise. The Lessee shall surrender the Premises in the condition required under Article
4.03 (Maintenance and Repairs) herein. All repairs for which the Lessee is responsible shall be
completed prior to surrender. The Lessee shall deliver to the Department all keys to the Premises
upon surrender. On or before the termination date of this Agreement, except in the instance of
termination pursuant to Article 12.05 (Termination for Abandonment), in which event the Lessee
shall be allowed up to five calendar days from date of termination, and provided that the Lessee is
not in default in the payment of any rentals, fees or charges required to be paid herein, the
Lessee shall remove all of its personal property from the Premises. Any personal property of the
Lessee not removed in accordance with this Article may be removed by the


Department for storage at the cost of the Lessee. Failure on the part of the Lessee to reclaim its
personal property within 30 days from the date of termination shall constitute a gratuitous
transfer of title thereof to the County for whatever disposition is deemed to be in the best
interest of the County.




     Upon termination of this Agreement, the Lessee shall, at its expense, take all actions
required by Federal, State and local laws, regulations or codes to remove from the Premises any
hazardous substance or environmental contaminant, whether stored in drums, or found in vats,



15









 







containers, any distribution pipe lines used by the Lessee during its tenancy of the Premises,
or the like, and properly place out of service and/or abandon any vessel(s) used to store such
substances or contaminants in accordance with applicable Federal, State and County regulations. All
such substances and contaminants shall be removed by the Lessee in a manner approved and authorized
by such federal, state or County laws, regulations or codes.



     At any time during the term of this Agreement, or upon its termination, if the County advises
the Lessee that it has reasonable grounds to believe that any hazardous substance or environmental
contaminant has been released within the Premises or into the ground under the Premises, then the
Lessee at its expense shall retain an approved environmental consultant to perform whatever
environmental assessment may be required to determine the extent of such release. In connection
with the remediation of such release, the Lessee shall comply with the recommendations and
conclusions, contingent upon County approval, of such consultant regarding environmental clean up
efforts that may be required in accordance with applicable laws, rules and regulations, and shall
comply with any other clean up requirements imposed on the Lessee by Federal, State or County law,
regulations or codes.



     Notwithstanding any other provisions of this Agreement, the Lessee shall have no remediation
obligation or liability to the County for any violation of environmental law which is attributable
to the acts or omissions of the County, or its agents, employees or contractors, or any other
tenant of the County in the Terminal, or such tenant’s agents, employees or contractors, or any
person other than the Lessee, its agents, employees, invitees, contractors or trespassers, or from
conditions existing prior to the original occupancy of the demised Premises by the Lessee (nor
shall such violations constitute a default or breach of this Agreement). Nothing in this Agreement
shall affect the Lessee’s liability for environmental violations as separately provided for in any
Federal, State, or County law, ordinance, rule or regulation; provided, however, with respect to
joint-use space, the Lessee’s responsibility shall be reduced to the extent that other lessees or
permittees of the County sharing such joint-use space are legally determined to be responsible
therefor.



     12.07 Lien Upon Personal Property: In the event of termination for default or upon
termination of this Agreement by its term the County shall have a lien upon all personal property
of the Lessee at the Airport to secure the payment of any unpaid rentals, fees and charges accruing
under the terms of this Agreement.



     12.08 Right to Show Premises: At any time after the Lessee has been given notice of
termination or default, pursuant to this Article 12 (Termination) or other applicable provisions of
this Agreement, the County shall have the right to enter on the Premises for the purpose of showing
the Premises to prospective tenants or users.



     12.09 Other Terminations: This Agreement shall be subject to termination by the County
or the Lessee in the event of any one or more of the following:




	 	(A)	 	The permanent abandonment of the Airport.
	 
	 	(B)	 	The lawful assumption by the United States Government or any
authorized agency thereof, of the operation, control or use of the Airport, or
any




16









 






	 	 	 	substantial part of parts thereof, in such a manner as to substantially
restrict the Lessee from operating therefrom for a period in excess of 90
consecutive days, provided that nothing contained herein shall be deemed to
constitute a waiver by the Lessee of any right it may have against the
United States to just compensation in the event of any such assumption.
	 
	 	(C)	 	The issuance by any court of competent jurisdiction of any
injunction in any way substantially preventing or restraining the use of the
Airport, and the remaining in force of such injunction for a period of 90 days.





ARTICLE 13

Special Conditions




     13.01 Quality of Services: The Lessee shall furnish the services required and
authorized, pursuant to Article 2 (Use of Premises) hereof, on a good, prompt and efficient basis
and on a fair, equal and not unjustly discriminatory basis to all users thereof.



     13.02 Nondiscriminatory Prices: The Lessee shall charge fair, reasonable, customary
and not unjustly discriminatory prices for each unit of sale or service; provided, however, that
the Lessee may make reasonable, customary and nondiscriminatory discounts, rebates or similar types
of price reductions to volume purchasers of the Lessee’s services.



     13.03 County’s Obligations: The Lessee, in recognition of the County’s obligation,
pursuant to Section 22 of Part V of the Federal Aviation Administration’s standard grant
assurances, to enforce the provisions of Articles 13.01 (Quality of Services) and 13.02
(Nondiscriminatory Prices) above, agrees that the Department may from time to time, promulgate
standards, methods and procedures for and monitor and test the provision of services hereunder and
may require the Lessee to provide copies of schedules of service charges and the bases for
discounts, rebates and similar types of price reductions. Should the Department determine that the
Lessee is not in compliance with the provisions of Articles 13.01 (Quality of Services) and 13.02
(Nondiscriminatory Prices) above, the first such occurrence shall be considered a curable default,
pursuant to Article 12.03 (Other Defaults) hereof, and subsequent occurrence(s) shall be considered
a material breach of this Agreement, entitling the County to the remedies provided in this
Agreement or by law.



     13.04 Porter Service: The Lessee shall make porter service available to its passengers
including, but not limited to, baggage handling and baggage transportation for arriving, departing
and canceled flights, and wheelchair assistance. The Lessee shall provide such service using its
own employees or shall contract with a service company authorized by a Department issued permit or
like instrument to provide such service.



ARTICLE 14

Nondiscrimination




     14.01 Employment Discrimination: The Lessee shall not discriminate against any
employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges
of employment, or any matter directly or indirectly related to employment because of age, sex,
race, color, religion, national origin, ancestry or disability. The Lessee shall comply



17









 







with applicable provisions of the Americans with Disabilities Act, including, but not limited
to, provisions pertaining to employment.



     14.02 Nondiscriminatory Access to Premises and Services: The Lessee, for itself, its
personal representatives, successors in interest, and assigns, as a part of the consideration
hereof, does hereby covenant and agree as a covenant running with the land that: (1) no person on
the grounds of race, color, sex, age, disability, national origin or ancestry shall be excluded
from participation in, denied the benefits of, or be otherwise subjected to discrimination in the
use of the Premises; (2) that in the construction of any improvements on, over, or under such land
and the furnishings of services thereon, no person on the grounds of race, color, sex, age,
disability, national origin or ancestry shall be excluded from participation in, denied the
benefits of, or otherwise be subjected to discrimination in the use of the improvements; and (3)
that the Lessee shall use the Premises in compliance with all other requirements imposed by or
pursuant to the enforceable regulations of the Department of Transportation as amended from time to
time.



     14.03 Breach of Nondiscrimination Covenants: In the event it has been determined that
the Lessee has breached any enforceable nondiscrimination covenants contained in Articles 14.01
(Employment Discrimination) and 14.02 (Nondiscriminatory Access to Premises and Services) above,
pursuant to the complaint procedures contained in the applicable Federal Regulations, and the
Lessee fails to comply with the sanctions and/or remedies which have been prescribed, the County
shall have the right to terminate this Agreement pursuant to Article 12.03 (Other Defaults) hereof.



     14.04 Affirmative Action and Community Small Business Enterprise, and Disadvantaged
Business Enterprises Programs: The Lessee acknowledges that the provisions of Local Ordinance
97-52 for Community Small Business Enterprises (CSBE) and/or the provisions of 49 CFR Part 23,
Disadvantaged Business Enterprises (DBE) and 14 CFR Part 152, Affirmative Action Employment
Programs, are applicable to the activities of the Lessee under the terms of this Agreement, unless
exempted by said regulations and hereby agrees to comply with all requirements of the Department,
the Federal Aviation Administration and the U.S. Department of Transportation. These requirements
may include, but not be limited to, the compliance with CSBE, DBE and/or Employment Affirmative
Action participation goals, keeping of certain records of good faith compliance efforts, and the
submission of various reports, including, if directed by the Department, the contracting of
specified percentages of goods and services contracts to Community Small Business Enterprises
and/or Disadvantaged Business Enterprises. In the event it has been determined, in accordance with
applicable regulations, that the Lessee has defaulted in the requirement to comply with this
section, and the Lessee thereafter fails to comply with the sanctions and/or remedies then
prescribed, the County shall have the right, upon written notice to the Lessee to terminate this
Agreement pursuant to Article 12.03 (Other Defaults) hereof.



ARTICLE 15

Security and Special Provisions




     15.01 Security: The Lessee acknowledges and accepts full responsibility for the
security and protection of the Premises, any improvements thereon, its equipment and property on
the Airport and control of access to the Air Operations Area (“AOA”) through the Premises by



18









 







persons and vehicles. The Lessee fully understands and acknowledges that any security measures
deemed necessary by the Lessee for the protection of said Premises, equipment and property and
access to the AOA through the Premises shall be the sole responsibility of the Lessee and shall
involve no cost to the County. All such security measures by the Lessee shall be in accordance with
FAR 107 and the Airport Security Plan; provided, however, the Lessee shall not be responsible for
security as to any portion of the Premises during such times as such portion of the Premises is
being used by a third party in accordance with Articles 2.01 (Use of Premises) and 2.03 (Adequate
Utilization of Ticket Counter) of this Agreement.



     15.02 Security Identification Display Areas Access — Identification Badges: The Lessee
shall be responsible for requesting the Department to issue identification (“ID”) badges to all
employees who are authorized access to Security Identification Display Areas (“SIDA”) on the
Airport, designated in the Airport’s security program and shall be further responsible for the
immediate reporting of all lost or stolen ID badges and the immediate return of the ID badges of
all personnel transferred from Airport assignment or terminated from the employ of the Lessee or
upon termination of this Agreement. Each employee must complete the SIDA training program conducted
by the Department, before an ID badge is issued. The Lessee shall pay, or cause to be paid, to the
Department such nondiscriminatory charges, as may be established from time to time, for lost or
stolen ID badges and those not returned to the Department in accordance with this Article. The
Department shall have the right to require the Lessee to conduct background investigations and to
furnish certain data on such employees before the issuance of such ID badges, which data may
include the fingerprinting of employee applicants for such badges.



     15.03 AOA — Driver Training: Before the Lessee shall permit any employee to operate a
motor vehicle of any kind or type on the AOA, the Lessee shall require such employee to attend, and
successfully complete the AOA Driver Training Course conducted from time to time by the Department.
The privilege of a person to operate a motor vehicle on the AOA may be withdrawn by the Department
for any of violation of AOA driving rules. Notwithstanding the above, the Lessee shall be
responsible for ensuring that all such vehicle operators possess current, valid, appropriate
Florida driver’s licenses.



     15.04 Alcohol and Drug Testing: The Lessee acknowledges that the County, as a public
agency sponsor under the provisions of the Airport and Airway Improvement Act of 1982, as amended
(the “ACT”), has the obligation to establish a drug free workplace and to establish policies and
programs to ensure airport safety and security. The Lessee acknowledges that the Department, on
behalf of the County, has the right to require users of the Airport (Lessee, Permittees, Licensees,
etc.) to establish reasonable programs to further the achievement of the objectives described
herein. Accordingly, the Lessee shall establish programs for pre-employment alcohol and drug
screening for all candidates for employment at the Airport who will as a part of their duties (a)
be present on the AOA; (b) operate a motor vehicle of any type on the AOA; or (c) operate any
equipment, motorized or not, on the AOA and for the same or similar screening based upon a
reasonable suspicion that an employee, while on duty on the AOA, may be under the influence of
alcohol or drugs. Notwithstanding the above, the Lessee specifically acknowledges that the County,
acting through the Department, has the right and obligation to deny access to the AOA and to
withdraw AOA driving privileges from any person who it has a reasonable suspicion to believe is
under the influence of alcohol or drugs.



19









 





     15.05 Drug-Free Workplace Certification: The Lessee, in its execution of this
Agreement, acknowledges that it provided to the County a Drug-Free Workplace Affidavit certifying
that it is providing a drug-free workplace for its employees, as required by County Ordinance No.
92-15, adopted on March 17, 1992, as such may be amended from time to time (“Ordinance”). Based on
the provisions of said Ordinance, the County shall have the right, upon 30 days written notice to
the Lessee, to terminate this Lease in the event the Lessee fails to provide, as of each
anniversary of the effective date of this Lease, the annual re-certification affidavit as required
by the Ordinance; provided however, that such termination shall not be effective if the Lessee
submits the required Affidavit within the notice period.



     Further, this Agreement shall be terminated upon not less than fifteen calender days written
notice to the Lessee, and without liability to the County, if the Department or the County Manager
determines any of the following:




	 	(A)	 	That the Lessee has made a false certification in its execution of the
Affidavit submitted with its application or in its annual re-certification as required
by the Ordinance;
	 
	 	(B)	 	That the Lessee has violated its original or renewal certification by failing
to carry out any of the specific requirements of the Ordinance, other than the annual
re-certification; or
	 
	 	(C)	 	That such a number of employees of the Lessee have been convicted of violations
occurring in its workplace(s), as to indicate that the Lessee has failed to make a good
faith effort to provide a drug-free workplace as required by the Ordinance.





     15.06 Special Programs: The Lessee shall ensure that all employees at the Airport so
required participate in such safety, security and other training and instructional programs, as the
Department or appropriate Federal agencies may from time to time require.



     15.07 Vehicle Permit and Company Identification: Motor vehicles and equipment of the
Lessee operating on the AOA must have an official motor vehicle identification permit issued
pursuant to Operational Directives of the Department. In addition, company identification must be
conspicuously displayed thereon.



     15.08 Federal Agencies Right to Consent: The Lessee understands and agrees that all
persons entering and working in or around arriving international aircraft and facilities used by
the various Federal Inspection Services agencies may be subject to the consent and approval of such
agencies. Persons not approved or consented to by the Federal Inspection Services agencies shall
not be employed by the Lessee in areas under the jurisdiction or control of such Federal Inspection
agencies.



     15.09 AOA — Right to Search: The Lessee agrees that its vehicles, cargo, goods and
other personal property are subject to being searched when attempting to enter or leave and while
on the AOA. The Lessee further agrees that it shall not authorize any employee or agent to enter
the AOA unless and until such employee or agent has executed a written consent-to-search form
acceptable to the Department. Persons not executing such consent-to-search form shall not be
employed by the Lessee at the Airport, in any job requiring access to the AOA.



20









 





     It is further agreed that the Department has the right to prohibit an individual, agent or
employee of the Lessee from entering the AOA based upon facts which would lead a person of
reasonable prudence to believe that such individual might be inclined to engage in theft, cargo
tampering, aircraft sabotage or other unlawful activities. Any person denied access to the AOA or
whose prior authorization has been revoked or suspended on such grounds shall be entitled to a
hearing before the Director of the Department or his authorized designee within a reasonable time.
Prior to such hearing, the person denied access to the AOA shall be advised, in writing, of the
reasons for such denial.



     The Lessee acknowledges and understands that these provisions are for the protection of all
users of the AOA and are intended to reduce the incidence of thefts, cargo tampering, aircraft
sabotage and other unlawful activities at the Airport.



     15.10 Right of Flight: There is hereby reserved to the County, its successors and
assigns, for the use and benefit of the County and the public, a right of flight for the passage of
aircraft in the air space above the surface of the premises herein leased, together with the right
to cause in said air space such noise as may be inherent in the operation of aircraft, now known or
hereafter used for navigation of or flight in the air, using said air space or landing at, taking
off from for operating on Miami International Airport.



ARTICLE 16

Employees




     16.01 Control of Employees: The Lessee shall properly control the actions of its
employees at all times that said employees are working on the Airport, ensuring that they present a
neat appearance and discharge their duties in a courteous and efficient manner and that they
maintain a high standard of service to the public.



     16.02 Use of Public Facilities: The Lessee acknowledges and agrees that the County has
provided certain facilities, such as Terminal seating areas, hold rooms, rest rooms and other
conveniences for the use of the traveling public and has also provided special facilities solely
for the use of the employees of Airport tenants and commercial users. The Lessee shall not permit
its employees to use the public areas provided by the County for use by the traveling public,
except those employees normally required to be in contact with the traveling public, those
providing passenger services and those doing so as part of regular assigned duties.



     16.03 Employee Covenants Violations: In the event the Lessee is in default of the
covenants in Articles 16.01 (Control of Employees) and 16.02 (Use of Public Facilities) for failure
to properly control its employees or by permitting its employees to improperly use facilities
provided by the County for the use and convenience of the traveling public, the Department shall
have the right to require the Lessee to remove from employment at the Airport those employees who
individually violated the covenants of Articles 16.01 (Control of Employees) and 16.02 (Use of
Public Facilities).



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ARTICLE 17

Civil Actions




     17.01 Governing Law; Venue: This Agreement shall be governed and construed in
accordance with the laws of the State of Florida. The venue of any action on this Agreement shall
be laid in Miami-Dade County, Florida, and any action to determine the rights or obligations of the
parties hereto shall be brought in the courts of the State of Florida.



     17.02 Notice of Commencement of Civil Action: In the event that the County or the
Lessee commence a civil action where such action is based in whole or in part on an alleged breach
of this Agreement, the County and the Lessee agree that service of process shall be made pursuant
to the rules of Civil Procedure in the court in which the action has been filed.



     17.03 Registered Office/Agent; Jurisdiction: Notwithstanding the provisions of Article
17.02 (Notice of Commencement of Civil Action), and in addition thereto, the Lessee, if a
corporation, shall designate a registered office and a registered agent, as required by Section
48.091, Florida Statutes, such designations to be filed with the Florida Department of State in
accordance with Section 607.034, Florida Statutes. If the Lessee is a natural person, he and his
personal representative hereby submit themselves to the jurisdiction of the Courts of this State
for any cause of action based in whole or in part on an alleged breach of this Agreement.



ARTICLE 18

Trust Agreement and Bond Resolution




     18.01 Incorporation of Trust Agreement and Bond Resolution by Reference:
Notwithstanding any of the terms, provisions and conditions of this Agreement, it is understood and
agreed by the parties hereto that the provisions of the Trust Agreement dated as to the 1st day of
October, 1954, as amended, by and between the County and the Chase Manhattan Bank (now the Chase
Manhattan Bank, National Association) as Trustee and the First National Bank of Miami (now First
Union National Bank of Florida) as Co-Trustee, (the “Trust Agreement”) and Resolution No. R-1654-84
adopted by the County on December 4, 1984, securing Miami-Dade County Aviation Facilities Revenue
Bonds (the “Bond Resolution”), which Trust Agreement and Bond Resolution are incorporated herein by
reference thereto, shall prevail and govern in the event of any conflict or inconsistency with or
ambiguity relating to the terms and conditions of this Agreement, including the rents, fees or
charges required herein, and their modification or adjustment. Copies of the Trust Agreement and
Bond Resolution are available for inspection in the offices of the Department during normal working
hours.



     18.02 Adjustment of Terms and Conditions: If, at any time during the term of this
Agreement, a court or Federal Agency of competent jurisdiction shall determine that any of the
terms and conditions of this Agreement, including the rentals, fees and charges required to be paid
hereunder to the County by the Lessee or by other Lessees under other Agreements of the County for
the Lease or use of facilities used for similar purposes, are unjustly discriminatory, the County
shall have the right to modify such terms and conditions and to increase or otherwise adjust the
rentals, fees and charges required to be paid under this Agreement in such a manner as the County
shall determine is necessary and reasonable so that the rentals, fees and charges payable by the
Lessee and others shall not thereafter be unjustly discriminatory to any user of



22









 







like facilities and shall not result in any violation of the Trust Agreement and/or Bond
Resolution or in any deficiency in revenues necessary to comply with the covenants of the Trust
Agreement and/or Bond Resolution. In the event the County has modified the terms and conditions of
this Agreement, including any adjustment of the rentals, fees and charges required to be paid to
the County pursuant to this provision, this Agreement shall be amended to incorporate such
modification of the terms and conditions including the adjustment or rentals, fees and charges upon
the issuance of written notice from the Department to the Lessee.



ARTICLE 19

Other Provisions




     19.01 No Representation: The County makes no representation, warranty, guarantee, or
averment of any nature whatsoever concerning the physical condition of the Premises, and it is
agreed that the County will not be responsible for any loss, damage or costs which may be incurred
by the Lessee by reason of any such physical condition.



     19.02 Headings: Any headings preceding the text of any articles, paragraphs or
sections of this Agreement shall be solely for convenience of reference and shall not constitute a
part of this Agreement, nor shall they affect its meaning, construction or effect.



     19.03 Interference: The Lessee further expressly agrees to prevent any use of the
Premises which would interfere with or adversely affect the operation or maintenance of the Airport
or otherwise constitute an airport hazard.



     19.04 Authorized Uses Only: The Lessee shall not use or permit the use of the Airport
for any illegal or unauthorized purpose or for any purpose which would increase the premium rates
paid by the County on, or invalidate, any insurance policies of the County or any policies of
insurance written on behalf of the Lessee under this Agreement.



     19.05 Binding Effect: The terms, conditions and covenants of this Agreement shall
inure to the benefit of and be binding upon the parties hereto and their successors and assigns.
This provision shall not constitute a waiver of any conditions prohibiting assignment or
subletting.



     19.06 Federal Subordination: This Agreement shall be subordinate to the provisions of
any existing or future agreements between the County and the United States of America relative to
the operation and maintenance of the Airport, the execution of which has been or may be required as
a condition precedent to the expenditure of Federal funds for the development of the Airport. All
provisions of this Agreement shall be subordinate to the right of the United States of America to
lease or otherwise assume control over the Airport, or any part thereof, during time of war or
national emergency for military or naval use and any provisions of this Agreement inconsistent with
the provisions of such lease to, or assumption of control by, the United States of America shall be
suspended.



     19.07 Notices: All notices required or permitted to be given under the terms and
provisions of this Agreement by either party to the other shall be in writing and shall be hand
delivered or sent by registered or certified mail, return receipt requested, to the parties as
follows:



23









 




As to the County or Aviation Department:



Director

Miami-Dade Aviation Department

P.O. Box 592075 AMF

Miami, Florida 33159



As to the Lessee:



President & C.E.O.

Gulfstream International Airlines, Inc.

1815 Griffin Rd, Suite 400

Dania, FL 33004



or to such other address as may hereafter be provided by the parties in writing. Notices by
registered or certified mail shall be deemed received on the delivery date indicated by the U.S.
Postal Service on the return receipt. Hand delivered notices shall be deemed received by the Lessee
when presented to the local management representative of the Lessee.




     19.08 Rights Reserved: Rights not specifically granted the Lessee by this Agreement
are reserved to the County.



     19.09 Rights of County at Airport: The County shall have the absolute right, without
limitation, to make any repairs, alterations and additions to any structures and facilities at the
Airport. The County shall, in the exercise of such right, be free from any and all liability to the
Lessee for business damages occasioned during the making of such repairs, alterations and
additions, except for extraordinary business damages occasioned by the negligence of the County,
its employees, or agents.



     19.10 Rights to be Exercised by Department: Wherever in this Agreement rights are
reserved to the County, such rights may be exercised by the Department.



     19.11 No Waiver: There shall be no waiver of the right of either party to demand
strict performance of any of the provisions, terms and covenants of this Agreement nor shall there
be any waiver of any breach, default or non-performance hereof by either party, unless such waiver
is explicitly made in writing by the other party. Any previous waiver, or course of dealing shall
not affect the right of either party to demand strict performance of the provisions, terms and
covenants of this Agreement with respect to any subsequent event or occurrence of any subsequent
breach, default or non-performance hereof by the other party.



     19.12 Right to Regulate: Nothing in this Agreement shall be construed to waive or
limit the governmental authority of the County, as a political subdivision of the State of Florida,
to regulate the Lessee or its operations.



     19.13 Severability: If any provision of this Agreement or the application thereof to
either party to this Agreement is held invalid by a court of competent jurisdiction, such
invalidity



24









 







shall not affect other provisions of this Agreement which can be given effect without the
invalid provision, and to this end, the provisions of this Agreement are severable.



     19.14 Inspections: The authorized employees and representatives of the County and of
any applicable Federal or State agency having jurisdiction hereof shall have the right of access to
the Premises at all reasonable times for the purposes of inspection and testing to determine
compliance with the provisions of this Agreement. This right of inspection and testing shall impose
no duty on the County to inspect and shall impart no liability upon the County should it not make
any such inspections.



     19.15 Payment of Taxes: The Lessee shall pay all taxes and other costs lawfully
assessed against its leasehold interests in the Premises, its improvements and its operations under
this Agreement; provided, however, the Lessee shall not be deemed to be in default of its
obligations hereunder for failure to pay such taxes pending the outcome of any legal proceedings
instituted to determine the validity of such taxes. Failure to pay the taxes upon the adverse
ultimate conclusion of such legal proceedings against the Lessee shall constitute a default.



     19.16 Quiet Enjoyment of Others: The Lessee shall control the actions of its
employees, agents, invitees and those doing business with it, so as to not annoy, disturb or be
offensive to others and to provide the service hereunder so as to not unreasonably create a
nuisance or thing which may disturb the quiet enjoyment of any other users of the Airport.



     19.17 Radon Disclosure: In accordance with Section 404.056, Florida Statutes, the
following disclosure is hereby made:




“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 public
health unit.”



     19.18 Destruction of Premises: Notwithstanding the month-to-month term of this
Agreement, in the event the Premises shall be destroyed or so damaged or injured by fire,
windstorm, flood or other casualty during the life of this Agreement that the Premises or any
portion thereof are rendered untenantable, the County shall have the right, but not the obligation,
to render said Premises or damaged portion thereof tenantable by repairs completed within a
reasonable period of, time.




	 	(A)	 	In the event the County elects not to render the Premises tenantable the Lessee
shall be so notified in writing by the Department, and this Agreement shall be deemed
terminated as of the date of the casualty, with the Lessee being liable only for
payment of rentals on a prorata basis as to whatever portion(s) of the Premises which
were tenantable and used by the Lessee following the casualty. In such event, the
Department shall endeavor to find adequate replacement premises for the Lessee in
existing facilities on the Airport.





25









 






	 	(B)	 	The remedies provided to Lessee in this Article 19.18 (Destruction of Premises)
are exclusive, and Lessee shall be entitled to no other remedies from the County in the
event of a complete or partial destruction of or damage to the Premises. However,
nothing contained in this Article 19.18 (Destruction of Premises) is intended to
preclude either party from terminating this Agreement pursuant to the provisions of
Article 1.01 (Term).
	 
	 	(C)	 	If the casualty was caused in whole or in part by the Lessee, its officers,
employees, agents, contractors or trespassers, then the Lessee shall not have the right
to terminate this Agreement and shall be responsible under other provisions of this
Agreement for payment to the County of all damage to the Premises, plus the loss of
rentals attributable to the damaged or destroyed premises.





     19.19 Quiet Enjoyment: Lessee, during the term of this lease, shall at all times
peaceably and quietly enter upon, hold, occupy and enjoy the premises leased therein.



     19.20 Definition of Day: For the purposes of this Agreement, except where otherwise
expressly set forth in this Agreement, and the Schedules, “days” shall mean all days except
Saturday, Sunday, and official County holidays.



     19.21 Entirety of Agreement: The parties hereto agree that this Agreement sets forth
the entire agreement between the parties, and there are no promises or understandings other than
those stated herein. None of the provisions, terms and conditions contained in this Agreement may
be added to, modified, superseded or otherwise altered, except as may be specifically authorized
herein or by written instrument executed by the parties hereto. This Agreement supersedes any prior
agreements between the County and the Lessee with respect to the lease of Airport Terminal
premises, except for any obligations of the Lessee which expressly, under contract or law, survive
the termination of such agreements.



*      *      *




26









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
appropriate officials as of the date first above written.



	 	 	 	 	 
	 	BOARD OF COUNTY COMMISSIONERS 

OF MIAMI-DADE COUNTY, FLORIDA

 	 
	 	By:  	[signature]
 	 
	 	 	          Aviation Director 	 
	 	 	 	 
	 
	 	ATTEST: Harvey Ruvin, Clerk

 	 
	 	By:  	[signature]
 	 
	 	 	          Deputy Clerk 	 
	 	 	 	 
	 
	 	(CORP. SEAL) 	 
	 	 	 
	 	 	 
	 
	 	LESSEE: GULFSTREAM INTERNATIONAL AIRLINES, INC.

 	 
	 	By:  	[signature]
 	 
	 	 	          President 	 
	 	 	 	 
	 
	 	 	 
	 	  	THOMAS L. COOPER 	 
	 	 	          Print Name 	 
	 	 	 	 
	 
	 	ATTEST:

 	 
	 	  	[signature] 	 
	 	 	          Corporate Secretary 	 
	 	 	 	 
	 
	 	 	 
	 	  	THOMAS L. COOPER 	 
	 	 	          Print Name 	 
	 	 	 	 
	 
	 	(CORP. SEAL)

 	 
	 	 	 
	 	 	 
	 	 	 
	 




27









 





GULFSTREAM INT’L AIRLINES, INC.

GULT349.MTL

SCHEDULE I

EFFECTIVE SEPTEMBER 25, 1999




	 	 	 	 	 	 	 
	 

	 	 	1.	 	 	30 square feet of air-conditioned
operational storage,
	 

	 	 	 	 	 	Class II space
	 

	 	 	 	 	 	Exhibit A, ID# 2G1106
	 

	 	 	 	 	 	Dated September 25, 1999
	 
	 	 	 	 	 	 
	 

	 	 	2.	 	 	800
square feet of
covered ramp,
	 

	 	 	 	 	 	Class V space
	 

	 	 	 	 	 	Exhibit A-1, ID# 5G1689
	 

	 	 	 	 	 	Dated September 25, 1999
	 
	 	 	 	 	 	 
	 

	 	 	3.	 	 	108
square feet of air
conditioned maintenance storage,
	 

	 	 	 	 	 	Class III space
	 

	 	 	 	 	 	Exhibit A-2, ID# 3H1502
	 

	 	 	 	 	 	Dated September 25, 1999
	 
	 	 	 	 	 	 
	 

	 	 	4.	 	 	255
square feet of air-
conditioned maintenance storage,
	 

	 	 	 	 	 	Class III space
	 

	 	 	 	 	 	Exhibit A-2, ID# 3H1730
	 

	 	 	 	 	 	Dated September 25, 1999
	 
	 	 	 	 	 	 
	 

	 	 	5.	 	 	106
square feet of air-
conditioned maintenance storage,
	 

	 	 	 	 	 	Class III space
	 

	 	 	 	 	 	Exhibit A-2, ID# 3H1751 Dated
	 

	 	 	 	 	 	September 25, 1999






Schedule I




28









 





BLUEPRINT




MIAMI DADE

AVIATION DEPARTMENT

MIAMI INTERNATIONAL AIRPORT




EXHIBIT A

GULFSTREAM




 









 





BLUEPRINT




MIAMI DADE

AVIATION DEPARTMENT

MIAMI INTERNATIONAL AIRPORT




EXHIBIT A-1

GULFSTREAM




 









 





BLUEPRINT




MIAMI DADE

AVIATION DEPARTMENT

MIAMI INTERNATIONAL AIRPORT




EXHIBIT A-2

GULFSTREAM




 









 





GULFSTREAM INT’L AIRLINES X-349.MTL




SCHEDULE II




EFFECTIVE JULY 1, 2004




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITEM #	 	 	EXHIBIT #	 	DESCRIPTION	 	CLASS	 	 	ID #	 	 	SQ FT	 	 	% USE	 	 	RATE	 	 	ANNUAL	 	 	MONTHLY	 	 	TAX/MONTH	 
	 	1	 	 	Exhibit A	 	A/C Space Terminal
	 	 	2	 	 	 	G1106	 	 	 	30	 	 	 	 	 	 	$	72.23	 	 	$	2,166.90	 	 	$	180.58	 	 	$	11.74	 
	 	2	 	 	Exhibit A-1	 	Covered Ramp
	 	 	5	 	 	 	G1689	 	 	 	800	 	 	 	 	 	 	$	12.04	 	 	$	9,632.00	 	 	$	802.67	 	 	$	52.17	 
	 	3	 	 	Exhibit A-2	 	A/C Space Concourse
	 	 	3	 	 	 	H1502	 	 	 	108	 	 	 	 	 	 	$	48.15	 	 	$	5,200.20	 	 	$	433.35	 	 	$	28.17	 
	 	4	 	 	Exhibit A-2	 	A/C Space Concourse
	 	 	3	 	 	 	H1730	 	 	 	255	 	 	 	 	 	 	$	48.15	 	 	$	12,278.25	 	 	$	1,023.19	 	 	$	66.51	 
	 	5	 	 	Exhibit A-2	 	A/C Space Concourse
	 	 	3	 	 	 	H1751	 	 	 	106	 	 	 	 	 	 	$	48.15	 	 	$	5,103.90	 	 	$	425.33	 	 	$	27.65	 
	 	 	 	 	 	 	TOTALS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	34,381.25	 	 	$	2,865.10	 	 	$	186.23	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






RATES EFFECTIVE 10/1/98 TO 9/30/99




	 	 	 	 	 	 	 
	Class	 	Description	 	Rate/SF/Year
	1	 	Ticket Counter
	 	$	96.30	 
	2	 	VIP Club
	 	$	72.23	 
	2	 	A/C Space Terminal
	 	$	72.23	 
	3	 	A/C Space Concourse
	 	$	48.15	 
	4	 	Non A/C Space
	 	$	24.08	 
	5	 	Covered Ramp
	 	$	12.04	 
	 	 	Ramp Pavement
	 	$	0.85	 
	6	 	Other
	 	$	48.15	 






SCHEDULE II