Resolution 344-1986
~~
Art Skelly
Director of Airports
RESOLUTION NO. 344 -1986
A RESOLUTION OF THE BOARD OF COUNTY COMt-HS-
SIONERS OF MONROE COUNTY, FLORIDA,
AUTHOR I ZING THE MAYOR AND CHAIRMAN OF THE
BOARD TO EXECUTE AN AIRPORT AGREEMENT BY AND
BETWEEN THE COUNTY OF MONROE AND AIR TAXI
CHARTER, LTD.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA, as follows:
That the Mayor and Chairman of the Board of County Commis-
sioners of Monroe County, Florida, is hereby authorized to
execute an Airport Agreement by and between the County of Monroe
and Air Taxi Charter, Ltd., a copy of same being attached hereto.
PASSED AND ADOPTED by the Board of County Commissioners of
Monroe County, Florida, at a regular meeting of said Board held
on the }'It-h
day of November, A.D. 1986.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
(Seal)
Attest: P.Al~NY L. KOL.HAGE, ~lerk
~,p~ ~L
ERK ' .
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AIRPORT AGREEMENT
THIS CONTRACT OF LEASE is made and entered into on the
day of , 1986, by and between the COUNTY OF
MONROE, STATE OF FLORIDA, a political subdivision of the State
of Florida hereinafter referred to as Lessor, and AIR TAXI
CHARTER, LTD. (ATC), A Florida corporation, hereinafter re-
ferred to as Lessee.
WIT N E SSE T H:
WHEREAS, Lessor owns an airport known as the Key West
International Airport located in Key West, Monroe County,
Florida, hereinafter called the "AIRPORT", and
WHEREAS, Lessee is engaged in the business of aircraft
charter service, and
WHEREAS, Lessee desires to obtain certain rights,
services and privileges in connection with the use of the
Airport and its facilities, and the Lessor is willing to
grant and lease the same to Lessee upon the terms and
conditions hereinafter states,
NOW, THEREFORE, for and in consideration of the pre-
mises and of the mutual covenants and agreements herein
contained, and other valuable considerations, Lessor does
hereby grant and lease unto Lessee, and Lessee does hereby
hire and take from Lessor, certain premises, facilities,
rights, licenses, services and privileges in connection with
and on the Airport, as follows, to wit:
ARTICLE I - PREMISES
A. USE OF THE AIRPORT. Lessee shall be entitled to
the use, in common with others authorized to do so, of the
Airport and appurtenances, together with all facilities,
equipment, improvements and services which have been or may
hereafter be provided at or in connection with the Airport
for common use in the operation of an aircraft charter service
and has the right to maintain an office within the leasehold
described hereafter in PART B which shall include:
1. The retail sale of aircraft charter flights.
B. LEASEHOLD. Lessee does hereby lease, for its
exclusive use the following described property:
One aircraft tie down position at the Key
West International Airport as designated
in Exhibit A attached hereto and made a
part hereo f.
The Lessee shall promptly execute and comply with all
statutes, ordinances, rules, orders, regulations and require-
ments of the Federal, ~tate and/or County or City g?vernments,
and any and all of theIr Departments and Bureaus whIch are
applicable to said premises.
C. RIGHT OF INGRESS AND EGRESS. The right of ingress
~o an~ egress from, but not the use of, except as provided
In thIs lease, the premises and facilities referred to in
Sections "A" and '.'B" inclu~ive above, for Lessee, its employees,
agents, patrons, ItS supplIers of materials or furnishers of
s~rvices, its equipment, v:hicles, machinery or other property,
wltho~t charge to ~essee, ItS employees, agents, patrons,
supplIers of materIals or furnishers of services of their
said.property except as herein otherwise provided; and
provIded further that nothing herein contained shall be
deemed to limit Lessor's right to impose charges upon ground
transportation services.
ARTICLE II - TERM
This lease and all rights herein granted Lessee shall
become operative and effective on DEe JrJ , 198~, and
terminate on September 30, 1987, unless sooner termlnated
as hereinafter provided.
ARTICLE III - RENTALS AND FEES
A. Lessee agrees to pay Lessor at such places as
Lessor may designate for the use of the premises, facilities,
rights, licenses, services and privileges granted her:under,
the following rentals, fees and charges, all payable ln
monthly installments covering the ensuing calendar month.
In the event that the commencement or termination of the
term with respect to any of the particular premises, facilities,
rights, licenses, services and privileges as herein provided
falls on any date other than the first or last day of a
calendar month, the applicable rentals, fees and charges for
that month shall be paid for said month pro rata according to
the number of days in that month during which said particular
premises, facilities, rights, licenses, services and privileges
were enjoyed; and the Lessee agrees to pay on or before the
15th day of each month following the last day of each calendar
month throughout the leasehold term:
1. 80.00 per month for use of a 50 foot x 50
foot aircraft tie down position.
2. Landing fees at the rate of $5.00 per landing
per charter flight.
B. The Lessee shall present a schedule of rates and
charges to the Lessor for approval and such rates and charges
shall prevail only after approval by the Lessor. Said
schedule shall be subject to periodic review and renewal of,
or denial of approval thereof by the Lessor.
C. TAXES AND ASSESSMENTS. Lessee shall pay all taxes
and assessments which may be lawfully levied by the duly
constituted taxing body upon Lessee with respect to its
operation at the Airport. The Lessor agrees not to levy any
license or permit fee or special assessment on Lessee that
would restrict or interfere with the exercise and enjoyment
of the rights and privileges granted herein; provided this
shall not prevent the Lessor from making charge~ to Lessee
for the use of the Airport, its facilities and services as
herein specifically authorized.
D. Lessee shall pay for all water and electricity used
by Lessee on said premises, and any license fees, and State,
County and City taxes, including the sales rental tax.
E. DEFAULT FOR FAILURE TO PAY RENTALS, FEES AND CHARGES.
(1) The prompt payment of the rent for said premises
upon the terms named, and the faithful observance of the rules,
regulations and directives which are by reference made a part
hereof, and of such other and further rules, regulations and/
or directives as may be hereafter made by the Lessor are the
conditions upon which the lease is made and accepted, and
any failure on the part of the Lessee to comply with the
terms of this lease, or any of said rules and regulations or
directives, now in existence, or which may hereafter be
prescribed by the Lessor, shall at the option of the Lessor,
work a forfeiture of this lease, and all of the rights of
the Lessee hereunder, and thereupon the Lessor, its agents
or employees shall have the right to enter said premises,
and remove all persons and property, if desired, therefrom
forcibly or otherwise, and the Lessee hereby expressly
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waives any and all notice required by law to termi~ate
tenancy, and also waives any and all legal proceedIngs to
recover possession of said premises, and expressly agrees
that in the event of a violation of any of the terms of this
lease or of said rules, regulations or directives, now in
exist~nce, or which may hereafter be made, said Lessor, its
agents or employees may immediately re-~nter said ~rem~ses.
and dispossess Lessee without legal notIce or the InstItutIon
of any legal proceedings whatsoever.
(2) In addition to the acts of default elsewhere
defined, the commission of any of the following acts by the
Lessee shall constitute a default, and this lease may be
terminated by the Lessor immediately upon notice in writing
to the Lessee: Abandon, desert, vacate or discontinue
operations on the premises or petition for any bankruptcy
or insolvency, or be adjudicated bankrupt, or make a
general assignment for the benefit of creditors, or suffer
a lien to be filed against the premises, or permit a
receiver or trustee to come into possession without removing
them, within a reasonable time.
ARTICLE IV - SERVICES TO PUBLIC
The Lessee agrees that in furtherance of the privileges
and uses permitted hereunder:
1. To furnish good, prompt and efficient service
adequate to meet all the demands for its service at the
airport;
2. To furnish said service on a fair, equal and
nondiscriminatory basis to all users thereof; and
3. To charge fair, reasonable and nondiscriminatory
prices for each unit of sale or service: PROVIDED that the
Lessee may be allowed to make reasonable and nondiscrim-
inatory discounts, rebates or other similar types of price
reductions to volume purchasers.
The word "service" as used in sub-sections 1, 2 and 3
of ARTICLE IV, shall include furnishing of labor, materials
and supplies, related to aircraft charter service operation
including the sale thereof, as well as furnishing service.
ARTICLE V - RIGHT TO LEASE PROPERTY
Lessor represents that it has the right to lease the
Airport, together with all premises, facilities, rights,
licenses, services and privileges herein granted, and has
full power and authority to enter into this agreement in
respect thereof.
ARTICLE VI - RIGHT TO PURCHASE SUPPLIES AND MATERIALS
Lessee shall, except as herein otherwise provided, have
the right to purchase or otherwise obtain personal property
deemed by it to be required by or incident to, Lessee's
operations, its exercise of the rights herein granted and
its discharge of the obligations herein imposed, from any
person, partnership, firm, association or corporation it may
choose. Except as herein otherwise specifically provided,
no charges, fees, or tolls, of any nature, direct or indirect,
shall be charged by Lessor, directly or indirectly, against
Lessee or its suppliers, for the privilege of purchasing,
selling, using, storing, withdrawing, handling, consuming,
loading or unloading, or delivering any such personal pro-
perty of Lessee by Lessee or its suppliers or for the privilege
of transporting such personal property or persons to, from or
on the Ai rport.
Nothing in this lease shall be deemed to restrict in any
manner Lessor's right to charge any person, partnership, firm,
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association or corporation rentals for the use of Lessor's
property or any improvements thereon or thereto where such
use of said property or improvements are of a regular or .
permanent nature as distinguished from temporary or transl-
tory nature or where such use is of ~uch a ~ature as to c?n-
stitute the performance of a commerclal bUSlness at the Alrport.
ARTICLE VII - MAINTENANCE AND OPERATIONS BY LESSOR
Except as otherwise specifically provided herein, Lessor
during the term of this lease, shall operate, maintain and
keep in good repair the Airport, Terminal Building,
vehicular parking space, all appurtenances, facilities and
services now or hereafter connected with the foregoing,
including, without limiting the generality hereof, all field
lighting and other appurtenances, facilities and services
which Lessor has agreed to furnish and supply hereunder.
Provided, however, that Lessor shall not be required to
perform maintenance and make repairs occasioned by negligence
of Lessee or its employees, fire or other casualty expected,
and in which case Lessor may perform such maintenance or
make such repairs and charge the reasonable cost of same to
Lessee. Provided also that Lessor may abandon certain
facilities which are no longer reasonably justified for
proper and adequate operation of the Airport. Lessor shall
keep the Airport free of obstructions, including the clearing
and removal of grass, stones, or other foreign material, as
reasonably necessary and with reasonable promptness, from
the runway, taxi-way and loading areas for the safe, convenient
and proper use of the Airport, and shall maintain and operate
the Airport in all respects in a manner at least equal to
the highest standards or ratings issued by the Federal
Aviation Administration, for aiports of substantially similar
size and character and in accordance with all rules and
regulations of the Federal Aviation Administration and any
other Governmental Agency having jurisdiction thereof,
providing that nothing herein contained shall be deemed to
require Lessor to enlarge the Airport or to make extensions
or additions to the landing area, runway, taxi-way, or other
appurtenances of the Airport.
ARTICLE VIII - MAINTENANCE AND OPERATIONS BY LESSEE
Lessee hereby accepts the premises in the condition
they are in at the beginning of this Lease, and agrees to
maintain said premises in the same condition, order and
repair as they are at the commencement of said term, excepting
only reasonable wear and tear arising from the use thereof
under this Agreement, and to compensate said Lessor immediately
upon demand for any damage to said premises caused by any
act or neglect of Lessee, or of any person or persons in
their employ or under the control of the Lessee.
The Lessee agrees to maintain the premises in a clean
condition, and to maintain an adequate number of covered
metal waste containers at suitable locations, and shall
deposit all trash and waste therein for proper disposition
of such waste materials at the disposal grounds designated
by the Lessor.
It is understood and agreed that no awnings or shelters
shall be erected on or in connection with the premises leased
hereunder, unless the same shall be first submitted to and
approved by the Lessor in writing.
ARTICLE IX - GOVERNMENTAL FACILITIES
. It is expressly agreed that if funds for the provision,
malntenance and operation of the Control Tower and/or other
air navigation aids or other facilities required or permitted
by the United States which are now, or may be hereafter
fu:nished by the United States, are discontinued by the
Unlted States, Lessor shall not be required to furnish said
facilities.
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ARTICLE X - RULES AND REGULATIONS
Lessor shall have the right to and shall adopt and
enforce reasonable rules and regulations, which Lessee
agrees to observe and obey, with respect to the use of the
Airport and appurtenances; provided that such rules and
regulations shall not be inconsistent with this agreement
nor with the safety and with rules, regulations and orders
of the Federal Aviation Administration with respect to
aircraft operations at the Airport, with procedures prescribed
or approved from time to time by the Federal Aviation Adminis-
tration with respect to the operation of aircraft of the
Airport.
Lessor shall provide Lessee with a copy of such rules
and regulations from time to time.
ARTICLE XI - DAMAGE OR DESTRUCTION OF PREMISES
In the event the premises shall be partially damaged by
fire, explosion, the elements, the public enemy or other
casualty, but not rendered untenantable, the same shall be
repaired with due diligency by Lessor at his own costs and
expense. If the damage shall be so extensive as to render
such premises untenantable but capable of being repaired
within thirty (30) days, the same shall be repaired with due
diligence by Lessor at its own cost and expense, and rent
payable hereunder shall be proportionately paid up to the
time as the premises shall be fully restored. In case the
premises is completely destroyed by fire, explosion, the
elements, the public enemy or other casualty, or so damaged
that it will or does remain untenantable for more than
thirty (30) days, the Lessor shall be under no obligation to
repair and reconstruct the premises, and rent payable here-
under with respect to Lessee's exclusive space in said
premises shall be proportionately paid up to the time of
such damage or destruction and shall thenceforth cease until
such time as the premises may be fully restored. If within
ninety (90) days after such damage or destruction, Lessor
fails to notify Lessee of its intention to repair or re-
construct the damage or destroyed premises or to furnish a
substantially equivalent facility, Lessee may give Lessor
written notice of its intention to then cancel this agree-
ment in its entirety or to cancel, as of the date of such
damage or destruction, such part of this agreement as relates
only to said premises.
ARTICLE XII - CANCELLATION BY LESSOR
The Lessor may cancel this agreement by gIvIng Lessee
thirty (30) days advance written notice to be served as
hereinafter provided upon or after the happening of anyone
of the following events:
a. The filing by Lessee of a voluntary petition in
bankruptcy.
b. The institution of proceedings in bankruptcy against
Lessee and adjudication of Lessee as a bankrupt pursuant to
such proceedings.
c. The taking by a court of jurisdiction of Lessee and
its assets pursuant to proceedings brought under the pro-
visions of any Federal re-organization act.
d. The appointment of a receiver of Lessee's assets.
e. The divestiture of Lessee's estate herein by other
operation of law.
f. The abandonment by Lessee of its conduct of charter
flight service at the Airport for a period of thirty (30)
days.
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~
g. The lawful assumption by the United States Govern-
ment or any authorized agency thereof of the operation,
control, or use of the Airport and facilites, or any sub-
stantial part or parts thereof, in such manner as substan-
tially to restrict Lessee, for a period of at least ninety
(90) days, from operating thereon for the conducting of an
aircraft charter service.
No waiver of default by the Lessor of any of the terms,
covenants or conditions hereof to be performed, kept and
observed shall be construed to be or act as a waiver of
any subsequent default of any of the terms, covenants and
conditions herein contained to be performed, kept and observed
by the Lessee shall not be deemed a waiver of any right on
the part of the Lessor to cancel this lease for failure by
Lessee to so perform, keep or observe any of the terms
covenants or conditions of this lease.
ARTICLE XIII - CANCELLATION BY LESSEE
Lessee may cancel this agreement any time that Lessee
is not in default in its payments to Lessor hereunder, by
giving Lessor sixty (60) days advance written notice to be
served as hereinafter provided, upon or after the happening
of anyone of the following events:
a. Issuance by any court of competent jurisdiction of
an injunction in any way preventing or restraining the use
of the Airport or any part thereof for airport purposes, and
the remaining in force of such injunction for a period of at
least ninety (90) days.
b. The inability of Lessee to use, for a period in
excess of ninety (90) days, the Airport or any of the premises,
facilities, rights, licenses, services or privileges leased
to Lessee hereunder, because of fire, explosion, earthquake,
other casualty, or acts of God or the public enemy, provided
that same is not caused by negligence or willful acts of
failure to act on part of Lessee.
c. The default by the Lessor in performance of any
covenant or agreement herein required to be performed by the
Lessor and the failure of Lessor to remedy such default for
a period of ninety (90) days after receipt from Lessee of
written notice to remedy same; provided, however, that no
notice of cancellation, as provided above, shall be of any
force or effect if Lessor shall have remedied the default
prior to receipt of Lessee's notice of cancellation.
d. The lawful assumption by the United States Govern-
ment or any authorized agency thereof of the operation,
control or use of the Airport and facilities, or any substantial
part or parts thereof, in such a manner as substantially to
restrict Lessee, for a period of at least ninety (90) days,
from operating thereon for the conducting of an aircraft
charter service.
Lessee's performance of all or any part of this agreement
for or during any period or periods after a default of any
of the terms, covenants and conditions herein contained to
be performed, kept and observed by Lessor, shall not be
deemed a waiver of any right on the part of the Lessee to
cancel this agreement for failure by Lessor to so perform,
keep or observe any of the terms, covenants or conditions
hereof to be performed, kept or observed. No waiver of
default by Lessee of any of the terms, covenants or conditions
hereof to be performed, kept and observed by the Lessor shall
be construed to be or act as a waiver by Lessee of any subse-
quent default of any of the terms, covenants and conditions
herein contained to be performed, kept and observed by the
Lessor.
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ARTICLE XIV - INDEMNITY
Lessee agrees fully to indemnify, and save and hold
harmless, the Lessor from and against all claims and actions
and all expenses incidental to the investigation and defense
thereof, based upon or arising out of damages or injuries to
third persons or their property, caused by the negligence of
Lessee, its agents or employees, in the use or occupancy of
the said leased premises by Lessee; provided, however, that
Lessee shall not be liable for any injury or damage or loss
occasioned by the negligence of Lessor, its agents or employees;
and provided further that Lessor shall give to Lessee prompt
and reasonable notice of any such claims or actions and Lessee
shall have the right to investigate, compromise and defend the
same.
ARTICLE XV - INSURANCE
Lessee agrees to carry and keep in force such insurance
with a minimum combined limit of liability for bodily injury
and property damage of no less than $1,000,000. The Lessor
shall be named an additional insured and will be furnished
with a Certificate in evidence of the insurance providing
for no less than thirty days notice in the event o~ material
change or cancellation. Lessee shall carry its insurance
coverages with insurance companies authorized to do business
in the State of Florida.
ARTICLE XVI - RISK
All personal property placed or moved in the premises
above described shall be at the risk of the Lessee or Owner
thereof, and Lessor shall not be liable to the Lessee for
damages arising from any act of negligence of any co-tenant,
or of any other person whomsoever, except as stipulated
hereinabove.
ARTICLE XVII - QUIET ENJOYMENT
Lessor agrees that, on payment of the rent and per-
formance of the covenants and agreements on the part of
Lessee to be performed hereunder, Lessee shall peaceably
have and enjoy the leased premises and all rights and
privileges of said Airport, its appurtenances and facili-
ties granted herein.
ARTICLE XVIII - SURRENDER OF POSSESSION
Upon the expiration or other termination of this Lease
or any renewal thereof, Lessee's right to use the premises,
facilities, rights, licenses, services and privileges herein
leased shall cease and Lessee shall forthwith upon such
expiration or termination surrender the same.
Except as otherwise provided in ARTICLE XVIII, all
structures, fixtures, improvements, equipment and other
property bought, installed, erected or placed by Lessee in,
on or about the Airport and premises leased under this lease
shall be deemed to be personal and remain the property of
the Lessee and Lessee shall have the right at any time
during the term of this agreement, or any renewal or exten-
sion thereof, to remove any or all of its property from the
Airport; provided, however, that Lessee is not in default
in its payments to Lessor hereunder and provided Lessee shall
restore said premises to its original condition as at the
beginning of occupancy, ordinary wear and tear, damage by
elements, fire, explosion or other causes beyond control of
Lessee excepted. Any and all property not removed by Lessee
as set forth herein, shall thereupon become a part of the
premises on which it is located and title thereto shall
thereupon rest in the Lessor. Provided further that Lessor
reserves the right to require Lessee to remove such improvements
and property at Lessee's expense.
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ARTICLE XIX - DEFINITION OF TERMS
Whenever the term Federal Aviation Administration is
used in this lease, it shall be construed as referring to
the Federal Aviation Administration created by the Federal
Government under the Federal Aviation Act of 1958, or such
other Federal Government authority as may be the successor
thereto or to be vested with the same or similar authority.
Whenever the terms "person" and "persons" are used in
the lease, they shall be construed as including individuals,
firms, corporations and other legal e~tities: When in this
agreement written approval by Lessor IS requIred, such
written approval may be given by the Director of Airports
for Lessor.
ARTICLE XX - INSPECTION BY LESSOR
Lessee shall not at any time assign this agreement or
any part thereof, nor sublet all or any portion of the
leased premises herein without written approval of Lessor;
provided that the foregoing shall not prevent the assignment
of this agreement to any corporation with which Lessee may
merge or consolidate, or which may succeed all or any portion
of the business of Lessee.
ARTICLE XXI - NOTICES
Notices to Lessor provided for herein shall be sufficient
if sent by certified mail, return receipt requested, postage
prepaid, addressed to:
Director of Airports, Monroe County
Key West International Airport
3491 South Roosevelt Boulevard
Key West, Florida 33040
and notice to Lessee, if sent by certified mail, return
receipt requested, postage prepaid, addressed to:
AIR TAXI CHARTER, LTD.
1111 12th Street
Key West, Florida 33040
or to such other respective addresses as the parties may
designate to each other in writing from time to time.
ARTICLE XXII - PARAGRAPH HEADINGS
The paragraph headings contained herein are for con-
venience of reference and are not intended to define or
limit the scope of any provision in this lease.
ARTICLE XXIII - INVALID PROVISIONS
In the event any covenant, condition or provision
herein contained is held to be invalid by any court of
competent jurisdiction the invalidity of any such covenant,
condition or provision shall in no way affect any other
covenant, condition or provision herein contained; provided
that the invalidity of such covenant, condition or provision
does not materially prejudice either Lessor or Lessee in its
respective rights and obligations contained in the valid
covenants, conditions or provisions of this lease.
ARTICLE XXIV - COVENANT NOT TO GRANT MORE FAVORABLE TERMS
Lessor covenants and agrees not to enter into any lease,
contract or agreement with any other charter aircraft service
with respect to the Airport containing more favorable terms
than this lease or to grant to any other charter aircraft
servic~ ri~hts, pri~ileges or concessions with respect to
the saId AIrport WhICh are not in accord to the Lessee
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hereunder unless the same terms, rights, privileges and
concessions are concurrently made available to the Lessee.
ARTICLE XXV - SUCCESSORS AND ASSIGNS BOUND BY COVENANTS
All the covenants, stipulations and agreements in this
lease shall extend to and bind the legal representatives,
successors and assigns of the respective parties hereto.
ARTICLE XXVI - NON-DISCRIMINATION CLAUSE
The Lessee in exercising any of the rights or privileges
herein granted to him shall not on the grounds of race,
color or national origin discriminate or permit discrimination
against any other person or groups of persons in any manner
prohibited by Part 15 of the Federal Aviation Regulations,
and the Lessor is hereby granted the right to take such
action, anything to the contrary herein notwithstanding, as
the United States may direct to enforce this non-discrimina-
tion covenant.
ARTICLE XXVII - INTERPRETATION OF LEASE
Nothing in this lease shall be construed or interpreted
in any manner, whatsoever as limiting, relinquishing, or
waiving of any rights of ownership enjoyed by Lessor in the
Airport property, or in any manner waiving or limiting its
control over the operation, maintenance, etc., of Airport
property or in derogation of such governmental rights as
Lessor possesses, except as is specifically provided for
herein.
IN WITNESS WHEREOF, the parties have caused this lease
to be executed as of the day and year first above written.
COUNTY OF MONROE, STATE OF
FLORIDA
By:
Mayor/Chairman of the Board
of County Commissioners of
Monroe County, Florida
(SEAL)
Attest:
Clerk
AIR TAXI CHARTER, LTD.
By:(3J~
Pres ent
(SEAL)
Attest:
') . \
" \........' ".~: : ('\ \ .~" \\. I<
" " . \- 'A.. ..s., "_ v C. . \
\ Secretary \
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