Transcription
11 1! ,.( ' .I, 1ORLANDO INTERNATIONAL AIRPORTMAINTENANCE COMPLEX LEASE AGREEMENTFORORLANDO INTERNATIONAL AIRPORTBY AND BETWEENGREATER ORLANDO AVIATION AUTHORITYANDSOUTHWEST AIRLINES, CO.EFFECTIVE DATE.(IS! Updatc,J') r1Oc ccmt)Cr ? 20?0 1}l: ?fl020 'I. 09 PML{ 11--1---(K., 71.-c o - ii/-o1
ORLANDO INTERNATIONAL AIRPORTMAINTENANCE COMPLEX LEASE AGREEMENTFORORLANDO INTERNATIONAL AIRPORTBY ANO BETWEENGREATER ORLANDO AVIATION AUTHORITYANDSOUTHWEST AIRLINES, CO.EFFECTIVE DATELast i.Jpdated on December 22 2020 ! 2122120 20 2 09 PM
GOAAJAN 1 9 2021ORLANDO INTERNATIONAL AIRPORTCommercial Properti9sMAINTENANCE COMPLEX LEASE AGREEMENT1'1.\I,, THIS MAINTENANCE COMPLEX LEASE AGREEMENT ("Lease") is made and entered into this1., day of2021 (the "Effective Date") by a nd between the GREATER ORLANDOAVIATION AUTHORITY agency of th e City of Orlando. Florida, existing as an independent specialdistrict under and by virtue of the laws of the State of Florida, whose address is One Jeff Fuqua Boulevard,O rlando, Florida 32827-4399 (the "Authority") and SOUTHWEST AIRLINES CO. , a Texas for profitcorporation ("Southwest" or "Lessee") (the Authority and Southwest are sometimes collectively referred toherein as th e "Parties").t".e\:sa\. ,WIT NE SETH:WHEREAS, the Authority and Southwest are now parties to a long term lease which as amendedexpires on January 31, 2021. hereinafter referred to as the "Original Lease"; andWHEREAS . Southwest exercised its second and final extension of the Original Lease on December1, 20 15, resulting in the current expiration date of January 31, 2021; andWHEREAS, Southwest desires to enter into a new long term lease. replacing their Original Lease forits maintenance complex at Orlando International Airport; andWHEREAS, the Authority, in recognition of its relationship with Southwest and the investment madeduring the Original Lease desires to grant a new long term lease; andWHEREAS, the Authority agrees folease the Premises to Lessee. and Lessee agrees to lease thePremises from the Authority pursuant to the term s and conditions set forth herein;NOW, THEREFORE. for and in consideration of the mutual covenants and ag reements herein setforth, the Parties hereto do hereby agree and covenant as follows:ARTICLE IDEFINITIONSCapitalized terms used in this Lease and not otherwise defined shall have the following meanings:1.1"Act" the Greater Orlando Aviation Authority Act, Chapter 98-492 , Special Laws of Floridaas amended, and other applicable provisions of law.1.2"Affiliate" of any Person means any other Person directly or ind irectly controlling orcontrolled by or under direct or indirect common control with such specified Person. For the purposes ofthis definition, "control," when used with respect to any specified Person. means the power to direct themanagement and policies of such Person, directly or indirectly, whether through the ownership of votingsecurities, by contract or otherwise, and the terms "controlling" and "controlled" shall have meaningscorrelative to the foregoing.')'f2-
1.3"Agreement" means this Maintenance Complex Lease Agreement and the exhibitsattached hereto, as the same may hereafter be supplemented and amended.14"Airport" means Orlando International Airport.1.5"Airport Master Plan" means Orlando International Airport Master Plan Update 2011-2031dated September 2014, as amended from time to time.1.6"Annual Rent" means the aggregate amount that Lessee shall pay to the Authority,including annual Ground Rent, Apron Rent, Vehicular Pavement Rent and Building Rent according to theterms of this Lease and as prescribed in Section 4.1.7Premises."Apron" means the aircraft pavement of approximately 157,278 square feet located on the1.8"Apron Rent" means the Annual Rent that Lessee shall pay to the Authority for the Apron(defined above), as provided in Section 4 of this Lease.1.9"Attorneys' Fees" means attorneys' fees and costs, including fees and charges for theservices of paralegals or other personnel who operate for and under the supervision of the attorneys andwhose time is customarily charged to clients.1.10"Authority" means the Greater Orlando Aviation Authority, a public body existing under thelaws of the State of Florida.1.11"Authorized Authority Representative" means the person or persons at the time designatedto act on behalf of the company by written certificate furnished to the Authority containing the specimensignature of such person or persons. Such certificate may designate an alternate or alternates.1.12"Baseline" means an environmental report equivalent to Phase I and Phase II, to includeborings to establish the environmental condition of the Premises as of the date of said report.1.13"Building Rent" shall have the meaning set forth in Section 4 of this Lease.1.14"Chief Executive Officer" means the Authority's Chief Executive Officer or his designee.1.15"City" means the City of Orlando, Florida, a municipal corporation existing under the lawsof the State of Florida.1.1613 below"Company" means SOUTHWEST AIRLINES CO. or its assignees permitted under Section1.17"Development Standards" means the then current Development Standards for OrlandoInternational Airport and those certain Horizontal Permitting Rules and Regulations issued by the Authority.1.18"Effective Date" means the date the last Party executes this Lease, at which time this Leaseshall become effective for all purposes in accordance with its terms.1.19"Environmental Problem" means pollutants in amounts which violate any applicableFederal, State or local governmental standards.3
1.20"Fiscal Year" means the twelve (12) month period beginning October 1st and ending onSeptember 30 th .1.21"Ground Rent" means the Annual Rent that Lessee shall pay to the Authority for the Land(defined below), as provided in Section 4 of this Lease.1.22"Improvements" means all infrastructure, buildings, structures, fixtures, fences, utilityinstallations, parking facilities, landscaping and irrigation systems on the Land including, but not limited to,the Maintenance Hangar Improvements and Maintenance Warehouse Improvements (defined below).1.23"Land" means the real property located in the Tradeport, described on attached Exhibit"A", consisting of approximately 610,952 square feet.1.24"Lease" means this Maintenance Complex Lease Agreement, as defined in Section 1.4above, which may be referred to hereafter and throughout this Lease as the "Agreement" or "Lease"interchangeably.1.25"Maintenance Hangar Improvements" means the existing improvements on the Landowned by the Authority that consist of (i) an aircraft maintenance hangar, including maintenance supportfacilities and office space and (ii) associated ramp space of approximately 157,278 square feet (the"Apron")1.26"Maintenance Warehouse Improvements" means improvements currently beingconstructed on the Land consisting of (i) a maintenance storage warehouse, containing warehouse space,maintenance shops and office space and (ii) associated access, vehicle parking (72,039 sq. ft.) andstormwater improvements.1.27"Mortgage" means a mortgage, deed of trust or collateral assignment of lease.1.28"Mortgagee" means a mortgagee under a Mortgage, beneficiary under a deed of trust orthe assignee pursuant to a collateral assignment of Lease, which is not an Affiliate of Lessee.1.29"Original Lease" means that certain Orlando Tradeport Maintenance Complex LeaseAgreement, dated December 11, 1989, as amended, with an expiration date of January 31, 2021.1.30"Person" means any natural person, corporation, partnership, joint venture, association,joint-stock company, trust, unincorporated organization or government or any agency or political subdivisionthereof.1.31"Premises" means that certain real property located in the Tradeport, described onattached Exhibit "A," consisting of approximately 610,952 square feet (the "Land"), together with theImprovements as defined Section 1.23 above.1.32"Rent Commencement Date" means the earlier of: (i) the Effective Date of this Lease or (ii)February 1, 2021.1.33"Taking" means the taking or damaging, including severance damage, by eminent domainor by condemnation for any public or quasi-public use. The transfer of title may be either a transfer resultingfrom a recording of a final order in condemnation or a voluntary transfer or conveyance to the condemningagency or entity under threat of condemnation.1.34"Tradeport" means the Orlando Tradeport at the Airport.
1.35Premises.1.36"Vehicular Pavement" means 131.509 square feet of vehicular pavement located on the"Vehicular Pavement Rent" shall have the meaning set forth in Section 4 of this Lease.ARTICLE IIPREMISES AND USE OF PREMISES2.1Demise of Premises. Subject to the terms and conditions set forth in this Lease, Authorityhereby demises and leases to Lessee and Lessee hereby leases from Authority the Premises. Lesseehereby leases the Premises subject to, and Lessee hereby agrees to comply with: (i) all applicable buildingcodes, zoning regulations, and municipal, county, state and federal laws, ordinances and regulationsgoverning or regulating the Premises or its uses, (ii) all covenants. easements and restrictions of recordand (iii) the Development Standards.2.2Use of Premises. The rights and privileges granted to Lessee hereunder are expresslylimited to the construction, operation, and maintenance of Improvements permitted in this Lease, whichconstruction, operation and maintenance shall be subject to all of the terms and conditions contained in thisLease and in the Development Standards. Lessee agrees that it will not proceed with any development oroperation on the Premises that does not comply with the Master Design Guidelines, the Authority's rulesand regulations, the Airport Master Plan, the Minimum Standards, the Authority's Horizontal PermittingRules and Regulations, the provisions set forth in Exhibit "E", attached hereto and incorporated herein bythis reference, all applicable zoning and other laws, and all other terms of this Lease. The Authority herebyagrees that no changes or modifications to the Master Design Guidelines or the Airport Master Plan whichwill affect the rights of Lessee hereunder shall apply to Lessee's activities under this Lease without the priorwritten consent of Lessee, which consent shall not be unreasonably withheld or delayed.2.3Lessee agrees that it will use (and will permit any authorized assignee, sublessee or othersuccessor in interest to use) the Premises and the Improvements only for any and all lawful uses andpurposes (excluding any use as a passenger terminal) incidental to the ownership and operation of one ormore passenger airlines, cargo airlines, and airline and aircraft operations, maintenance, refurbishment andsupport businesses, including without limitation aircraft and equipment refurbishment and maintenanceoperations and facilities (without limitation as to type or ownership), headquarters or secondary offices(without limitation as to floor area or activity), reservations center, flight support center, training center.employee and customer parking and employee cafeteria. and storage, as such uses may vary or expandfrom time to time at the discretion of the Lessee: provided, however, the foregoing permitted uses must atall times comply with, and they shall be subject to the requirements of, the Airport Master Plan, Authority'srules and regulations as set forth in Exhibit "E", and all applicable laws, regulations and ordinances. Inaddition, Lessee shall not be permitted to use the Premises to fuel aircraft of a third party unless Lesseesatisfies the requirements to be an Aircraft Repair Station under the Authority's then applicable OrlandoInternational Airport Aeronautical Service Operator Minimum Standards. Without limiting the foregoing, nohazardous operations such as fuel transfer, welding, torch cutting, torch soldering, doping or spray paintingwill be performed in the hangar to be constructed on the Premises, unless such hangar meets the fireprotection standards outlined in National Fire Protection Association 409 Standard on Aircraft Hangars, andthe Authority has approved such use.5
ARTICLE IllTERM3.1Lease Term. This Lease shall commence on the Effective Date and shall continue for aterm of twenty (20) years (the "Initial Term") unless sooner terminated in accordance with the terms andprovisions hereof3.2Renewal(a)Provided that Lessee is not in default under this Lease, Lessee shall have theoption to extend this Lease for two (2) additional five (5) year terms by notifying Authority in writing ofLessee's exercise of the option at least one hundred twenty (120) days prior to the twentieth (20 th ) andtwenty-fifth anniversary, respectively, of the Effective Date. In the event the option is so exercised, theLease shall be ex1ended on the same terms and conditions as are applicable to the Initial Term of thisLease.(b)References in this Lease to the "Term" of this Lease shall mean the Initial Termand any additional terms, as applicable.ARTICLE IVANNUAL RENT4.1Annual Rent. Beginning February 1, 2021 Lessee shall pay to the Authority Annual Rent,which shall include Ground Rent, Apron Rent, Vehicular Pavement Rent and Building Rent as set forthbelow, for each twelve (12) month period during the Term of this Lease in the amount set forth in Section4.2 below, which Annual Rent shall be payable on or before the first day of each calendar month, in amountsequal to one-twelfth (1/12) of the Annual Rent then applicable, in advance, in lawful money of the UnitedStates. without deduction or set-off (except as otherwise expressly provided in this Lease), at the office ofthe Authority's Chief Financial Officer or at such other place or places as Authority may designate in writingfrom time to time. Annual Rent for a partial month during the term of this Lease shall be prorated based onthe number of days in such month. Lessee shall pay all sales or rent taxes due on any installments of rentand on any other fees or charges accruing under any provisions of this Lease4.2Calculation of New Annual Rent. Lessee shall pay Annual Rent being the aggregate of theGround Rent, Apron Rent, Vehicular Pavement Rent and Building Rent as set forth below and as adjustedin Section 4.3.(a)Ground Rent. Beginning on February 1, 2021 and throughout the remaining Termof this Lease, Lessee shall pay to the Authority Ground Rent equal to the fair market rental value, inaccordance with Section 4.3. The Ground Rent shall be Seventy Cents ( 0.70) per square foot per year for610,952 square feet or Four Hundred Twenty Seven Thousand Six Hundred Sixty Six and 40/100 Dollars( 427,666.40) per year payable in equal monthly installments of Thirty Five Thousand Six Hundred ThirtyEight and 87/100 Dollars ( 35,638.87) per month, pursuant to Section 4.1 above (the "Ground Rent")(b)Apron Rent. Beginning on February 1, 2021 and throughout the remaining Termof this Lease for those areas defined as Apron. Lessee shall pay to the Authority Apron Rent equal to thefair market rental value of the Apron improvements in accordance with Section 4.3. The Apron Rent shallbe Fifteen Cents ( 0.15) per square foot per year for 157,278 square feet or Twenty Three Thousand FiveHundred Ninety One and 70/100 Dollars ( 23,591.70) per year payable in equal monthly installments of6
One Thousand Nine Hundred Sixty Five and 98/100 Dollars ( 1,965.98) per month, pursuant to Section 4.1above (the "Apron Rent").(c)Vehicular Pavement Rent. Beginning on February 1, 2021 and throughout theremaining Term of this Lease for those areas defined as Vehicular Pavement, Lessee shall pay to theAuthority Vehicular Pavement Rent equal to the fair market rental value of the Vehicular Pavementimprovements in accordance with Section 4.3. As the Maintenance Warehouse Improvements portion ofthe Vehicular Pavement is abated pursuant to 4.3(c)(i), the Vehicular Pavement Rent shall be Five Cents( 0.05) per square foot per year for 59,470 square feet or Two Thousand Nine Hundred Seventy Three and50/100 Dollars ( 2.973.50) per year payable in equal monthly installments of Two Hundred Forty Sevenand 79/100 Dollars ( 247.79) per month, pursuant to Section 4.1 above (the "Vehicular Pavement Rent").i.Vehicular Pavement Rent Abatement. Lessee constructed theMaintenance Warehouse Improvements on the Land and received the certificate of occupancy on January28, 2019 (the "Maintenance Warehouse Improvements Completion Date"). Lessee's obligation to payannual Vehicular Pavement Rent to the Authority for the 72,039 sq. ft. of Vehicular Pavement constructedas part of Maintenance Warehouse Improvements shall be abated for a period of twenty (20) years followingthe issuance of a Certificate of Occupancy for the Maintenance Warehouse Improvements. The VehicularPavement Rent subsequent to the abatement period described in this section shall be determined as setforth in Section 4.4 and 4.5 and increases in rent shall thereafter be governed by Section 4.3.ii.(d)Building Rent. Beginning on the February 1, 2021 and throughout the remainingTerm of this Lease, Lessee shall pay to the Authority Building Rent equal to the fair market rental value ofthe Maintenance Hangar Improvements and the Maintenance Warehouse Improvements in accordancewith Sections 4.3 and 4.4. As the Maintenance Warehouse Improvements portion of the Building Rent isabated pursuant to 4.3(d)(i), the Building Rent shall be Eight Dollars and Twenty Five Cents ( 8.25) persquare foot per year for 72,459 square feet or Five Hundred and Ninety Seven Thousand Seven Hundredand Eighty Six and 75/100 Dollars ( 597,786.75) per year payable in equal monthly installments of FortyNine Thousand Eight Hundred Fifteen and 56/100 Dollars ( 49,815.56) per month, pursuant to Section 4.1above (the "Building Rent").(i)Building Rent Abatement. Lessee constructed the MaintenanceWarehouse Improvements on the Land on the Maintenance Warehouse Improvements Completion Date.Lessee's obligation to pay annual Building Rent to the Authority for the Maintenance WarehouseImprovements shall be abated for a period of twenty (20) years following the issuance of a Certificate ofOccupancy for the Maintenance Warehouse Improvements. The Building Rent subsequent to theabatement period described in this section shall be determined as set forth in Section 4.4 and 4.5 andincreases in rent shall thereafter be governed by Section 4.3.4.3Adjustment of Annual Rent. Annual Rent payable under this Lease shall be adjusted duringthe Term as follows:(a)Ground Rent. Annual Ground Rent shall be adjusted on the first day of the firstcalendar month following the fifth (5 11'). tenth (10th ), fifteenth (15'"). twentieth (20 th ) and twenty-fifth (25'"), ifrenewed, anniversaries of the Rent Commencement Date to ten percent (10%) of the fair market value ofthe Land, disregarding the value of the Improvements, and such valuation shall be made as of theimmediately preceding October 1: provided, however, that the annual Ground Rent per square foot shallnot be less than the annual Ground Rent per square foot of the Land charged during the immediatelypreceding year: and, provided further, that the annual Ground Rent per square foot payable during eachfive (5) year period shall not be increased as a result of an increase in the fair market rental value of the7
Land (disregarding the value of the Improvements) by more than thirty-five percent (35%) of the annualGround Rent per square foot payable during the immediately preceding year.(b)Apron Rent. Annual Apron Rent shall be adjusted on the first day of the firstcalendar month following the fifth (5 th ), tenth (10 th ), fifteenth (15 th ), twentieth (20 1h ) and twenty-fifth (25 1h ), ifrenewed, anniversaries of the Rent Commencement Date to ten percent (10%) of the fair market value ofthe Apron improvements, and such valuation shall be made as of the immediately preceding October 1;provided, however, that the annual Apron Rent per square foot shall not be less than the annual ApronRent per square foot charged during the immediately preceding year; and, provided further, that the annualApron Rent per square foot payable during each five (5) year period shall not be increased as a result ofan increase in the fair market rental value of the Apron improvements by more than thirty-five percent (35%)of the annual Apron Rent per square foot payable during the immediately preceding year.(c)Vehicular Pavement Rent. Annual Vehicular Pavement Rent shall be adjusted onthe first day of the first calendar month following the fifth (5 th ), tenth (10 1h ), fifteenth (15'"), twentieth (20'")and twenty-fifth (25 th ), if renewed, anniversaries of the Rent Commencement Date to ten percent (10%) ofthe fair market value of the Vehicular Pavement improvements and such valuation shall be made as of theimmediately preceding October 1; provided, however, that the annual Vehicular Pavement Rent per squarefoot shall not be less than the annual Vehicular Pavement Rent per square foot charged during theimmediately preceding year; and, provided further, that the annual Vehicular Pavement Rent per squarefoot payable during each five (5) year period shall not be increased as a result of an increase in the fairmarket rental value of the Vehicular Pavement improvements by more than thirty-five percent (35%) of theannual Vehicular Pavement Rent per square foot payable during the immediately preceding year.(d)Building Rent. The annual Building Rent shall be adjusted on the first day of thefirst calendar month following the fifth (5 th ), tenth (10 th ), fifteenth (15 th ), twentieth (20th ) and twenty-fifth (25 1h ),if renewed. anniversaries of the Rent Commencement Date for the Maintenance Hangar Improvementsand Maintenance Warehouse Improvements to ten percent (10%) of the fair market value of theMaintenance Hangar Improvements and Maintenance Warehouse Improvements and such valuation shallbe made as of the immediately preceding October 1; provided, however, that the annual Building Rent persquare foot shall not be less than the annual Building Rent per square foot charged during the immediatelypreceding year; and, provided further, that the annual Building Rent per square foot payable during eachfive (5) year period shall not be increased as a result of an increase in the fair market rental value of theMaintenance Hangar Improvements and Maintenance Warehouse Improvements by more than thirty-fivepercent (35%) of the annual Building Rent per square foot payable during the immediately preceding year.4.4Fair Market Value.(a)Within twelve (12) months prior to the adjustment date(s), as applicable, theabsolute net fair market value of the Land and the Improvements shall be determined by appraisal by aqualified appraiser selected by the Authority ("the Appraiser") and shall be based on the value ofcomparable property at the Airport and other large airports in the State of Florida. The Authority shall selecta qualified Appraiser to determine the fair market rental value of the Land and the fair market value of theImprovements, as applicable, and notify Lessee following the determination of the then fair market value ofthe Land and the Improvements and shall provide Lessee and Authority with a copy of such appraisal.(b)In the event the fair market value of the Land and/or Improvements, as applicable,has not been determined on or before the anniversary date upon which the adjustment required under thisSection 4.4 is to become effective, the Annual Rent previously in effect for such Land and/or Improvementshall continue until such new fair market value and the new Annual Rent is determined. The new Annual8
Rent shall become effective retroactive to the anniversary date upon which such adjustment was required.and Lessee shall pay to Authority any additional Annual Rent due after the new Annual Rent is determinedwith its next monthly installment of such rent after receipt from Authority of notice of the amount due, or, ifthe term of the Lease has expired or been terminated, within ten (10) days of receipt of such notice.4.5Fair Market Building and Vehicular Pavement Value after Abatement. Within twelve (12)months prior to the Building Rent and Vehicular Pavement Rent abatement expiration, the absolute net fairmarket value of the Maintenance Warehouse Improvements shall be determined by appraisal by a qualifiedappraiser selected by the Authority ("the Appraiser") and shall be based on the value of comparableproperty at the Airport and other large airports in the State of Florida. The Authority shall select a qualifiedAppraiser to determine the fair market value of the Maintenance Warehouse Improvements and notifyLessee following the determination of the then fair market value and shall provide Lessee with a copy ofsuch appraisal.4.6Unpaid Rent. Fees. and Charges. Any installment of Annual Rent. and any fees or othercharges accruing under this Lease that are not received within fifteen (15) days after such payment is due,shall bear interest from the date when the same was due until paid by Lessee at the interest rate of eighteenpercent (18%) per annum (or. if less, the maximum interest rate allowed by law).If Authority has paid any sum or sums or has incurred any obligation or expense for whichLessee is obligated to pay or reimburse Authority, or if Authority is required or elects to pay any sum or sumsor incurs any obligation or expense because of the failure or refusal of Lessee to perform or fulfill any of theterms or conditions of this Lease, then the same shall be deemed additional rent due hereunder. and Lesseeshall, promptly after demand by Authority, reimburse Authority therefor Authority agrees that it shall not payany sum or incur any obligation or expense on behalf of Lessee unless Authority has notified Lessee andLessee fails or refuses to comply with its obligations under this Lease within five (5) business days of receiptof such notice; provided, however, that in the event of an emergency, Authority shall not be obligated to notifyLessee prior to incurring obligations as contemplated herein. Notwithstanding the foregoing. any sums duefrom Lessee to Authority under the provisions of this subsection shall bear interest at the rate of interestprovided for above from the date any such sum was paid or such expense was incurred by the Authority.4.7Unconditional Payment Obligation. Except as otherwise expressly provided in this Lease.Lessee's obligation to make the payments provided for in this Section 4 shall be absolute and unconditionaland will not be affected by the occurrence of any event or circumstance whatsoever. In the event the rightsand privileges hereunder are suspended by reason of war or other national emergency, rent under this Leaseshall not abate, but the term of this Lease shall be extended by the period of such suspension. and Lessee willhave the right to make any claim against any third party permitted by law and to receive any award paid withrespect to such claim.ARTICLE VTAXES AND ASSESSMENTS5.1.Payment of All Property Taxes and Assessments. Lessee shall pay when due all taxes(including. without limitation, any required ad valorem taxes), assessments (including, without limitation.stormwater utility charges) and impact fees levied against or in connection with the Premises, its leaseholdinterest therein and any Improvements thereto, and pay when due all taxes and assessments levied againstLessee"s personal property located on the Premises or otherwise arising out of its operations on thePremises. In the event Lessee shall fail to pay when due any such taxes and assessments, then regardlessof whether Authority exercises its right to terminate this Lease because of Lessee"s default. Lessee shall9
also be obligated to pay all resulting interest and penalties on such delinquent taxes and assessments.None of the terms, covenants or conditions of this Lease shall be construed as a release or waiver on thepart of Authority or the City of the right to assess, levy or collect any license, personal property, intangible,occupation or other tax which they, or either of them, may lawfully assess, levy or collect on the businessor property of Lessee. Lessee may exercise any rights provided by law to contest or pay under protest anytaxes and shall not thereby be deemed in default under this Lease, provided that such contest or paymentunder protest does not result in the imposition of a lien for delinquent taxes on the Premises or anyImprovements and Lessee promptly pays all taxes and assessments (and any interest and penalties withrespect thereto) ultimately determined to be due.If the term of this Lease expires or is earlier terminated prior to the close of the tax year forwhich any such tax is payable, or if the term of this Lease commences on a date other than the first day of suchtax year, Lessee shall be responsible for paying a percentage of the tax calculated by dividing the number ofdays that this Lease was in effect during such tax year by the total number of days that the Premises wasleased to tenants (excluding any tenant engaging in a use of the Premises which results in the Premises beingexempt from taxation) during such tax year. If this Lease is in effect for a period less than any entire period forwhich an assessment other than a tax is imposed, Lessee shall pay a percentage of the assessment calculatedby dividing the number of days this Lease was in effect during that assessment period by the total number ofdays in the assessment period. Lessee's obligations under this Section 5.1 shall survive the expiration orearlier termination of the term of this Lease.5.2.Payment of Sales Tax. Lessee shall be liable at its sole cost and expense, and theAuthority shall have no liability for, any sales, use or similar taxes with respect to all rent and other paymentsmade by Lessee in accordance with the provisions of this Lease.
SOUTHWEST AIRLINES, CO. EFFECTIVE DATE . Last i.Jpdated on December 22 2020!212212020 2 09 PM . GOAA JAN 1 9 2021 'f2-ORLANDO INTERNATIONAL AIRPORT . Commercial Properti9s . MAINTENANCE COMPLEX LEASE AGREEMENT 1'1.\I,, THIS MAINTENANCE COMPLEX LEASE AGREEMENT ("Lease") is made and entered into this
