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Resolution 111-1983 RESOLUTION NO. 111 -1983 RESOLUTION AUTHORIZING THE CHAIRMAN OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, TO EXECUTE AN AIRPORT LEASE BY AND BETWEEN THE COUNTY OF MONROE, STATE OF FLORIDA, AND FRED B. SELLERS, SR. PROVIDING FOR THE OPERATION OF A COFFEE SHOP AND COCKTAIL LOUNGE AT THE KEY WEST INTERNATIONAL AIRPORT. 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 Lease by and between the County of Monroe, State of Florida, and Fred B. Sellers, Sr. , a copy of same being attached hereto, providing for the operation of a .Coffee Shop and Cocktail Lounge at the Key West International Airport. Passed and adopted by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 15th day of April, A.D. 1983. BOARD OF COUNTY COMMISSIONERS OF' MONROE COUNTY, FLORIDA .F off' By, �r y off,4'' Mayor/Chairman (Seal) A 1te9't. . ,�` PH 9V h TE LERA ,�. R;141--),D.z. APPR• ' , AS 70 FORM ND L SUFFICIENCY. ' BY Attorney's Office s1 AIRPORT LEASE THIS LEASE AGREEMENT made and' entered into this 18th day -of . April , 1983 , by, and between COUNTY OF MONROE, STATE OF FLORIDA, a political subdivision, of the State of • Florida, ' hereinafter referred to as "Lessor" , and FRED B. SELLERS, SR. • hereinafter referred to 'as "Lessee" . . W ' I T H E S S E T: H WHEREAS , the Lessor is ,the owner of that property known as Key West International Airport, upon which is a Cocktail Lounge and Coffee Shop, all located in Monroe County, Florida, which shall here- inafter be termed "Airport" , and • WHEREAS , the Lessor desires to enter. into a Lease Agreement with the Lessee to provide for the operation of said Coffee Shop arid Cocktail Lounge, and • WHEREAS , the parties desire to put into writing the full and com- • plete understanding between the Lessor and Lessee' as concerns the use and .operation of said property, NOW, THEREFORE, inconsideration of the premises and of the . • mutual covenants and agreements that are contained herein as well • - as other valuable considerations,, the Lessor does hereby grant. and lease to the Lessee that certain property together with its facili- ties , all licenses and privileges known as the Airport Lounge and • Coffee Shop located on the Airport Terminal premises in Key West , • Florida, and in so doing agrees as follows : • ARTICLE I - PREMISES • A. USE OF THE AIRPORT. A. 1 It is understood that Lessee is entitled to use together with others the Airport facilities and appurtenances located within the Airport Terminal, having rights to the improvements and services located on said property and in particular shall 'have the exclusive use in operating the Coffee Shop 4nd Cocktail Lounge within said 1. : Terminal described- as follows ; • . . -2- A .1, 724 square foot Cocktail Lounge, Restaurant and Coffee Shop and a 1, 098 squarefoot kitchen; washrooms , utility area, all located within the passenger terminal building . at the Key West International Airport , Key West, Florida., Also to include the area between the Airport ; Terminal and to the western edge of the fire access road located adjacent to the ' P.B .A. Building and the parking ramp in front of the Terminal reflected on the plans ,made a part hereof and marked Exhibit "A" . It is understood that no major structural or design change shall be made from Exhibit "A" or shall be begun except with written consent of Lessor. A.2 This operation shall permit the retail sale of food and beverages normally associated with an airport restaurant and coffee shop. No other operation concerning the sale of food and/or beverages shall be allowed in the terminal building during the term of this lease, except the sale of packaged candy, gum, etc. , in the gift shop or sodas , etc. , in vending machines. A.3 That the Lessor shall cause the transfer for the retail liquor license 6 COP No. 54-515 from a third party to the Lessee upon the execution and delivery of this lease. That said retail liquor license shall not be transferred from the present location, namely, Key West International Airport , Key West , Florida. Fur- ther, that in the event this lease shall expire or shall be ter- minated by reason of violation or non-performance by the Lessee of any of the covenants, agreements, and/or conditions herein, the Lessee agrees to execute whatever documents may be required to ' transfer the said retail liquor license to the Lessor, or to such person or persons as Lessor may designate. Further, it being fully understood and agreed by and between all parties to this lease, that said retail liquor license has not been sold to the Lessee but merely transferred to him during the period of this lease, or ,until this lease is terminated by reason of violation or non-performance by the Lessee of any of the covenants, agreements and/or conditions herein, or until assigned as, a. part of any assignment, pursuant to clause XIX herein. During the term of this lease', Lessee shall pay any and all fees or assessments required for the continuation of the " 'said• license, and the cost of any existing licenses , fees or assess- ments shall be pro rated at the time the lease becomes effective. A.4 This operation shall also permit and provide for any services normally furnished by a restaurant, coffee . shop , cocktail • lounge and any others that may be compatible with the activities of an airport terminal, excluding, however, any and all forms of enter- tainment other than music of ' a piano bar or non-electric guitar. Such music entertainment shall not be ,amplified. : Other forms of entertainment may be permitted with written consent of the Lessor. This does not exclude a vocalist accompanied by the piano or guitar. Any sound source so loud as to be heard in the main ticketing, area shall be prohibited. Any exceptions for after hours entertainment , 11 : 00 P.M. until 4: 00 A.M. , ;will require the express written consent of the Airport Manager. B. LEASEHOLD. B. l The leasehold granted herein permits said Lessee to use said leasehold with respect to any and all privileges permitted and granted therein explicitly subject, however, to reasonable rules and regulations as promulgated by the Lessor. B. 2 Lessee' agrees that they will comply with any and all re- quirements of the 'Statutes, ordinances, rules , orders , regulation requirements of either the Federal, State and/or County or City governments and any and all 'departments, 'commissions, and bureaus which have an application, to this type of operation. B. 3 The Lessee shallhave the right. of egress and ingress from and to said property, except as herein provided otherwise, to the demised properties described in the above paragraphs which permis- sion ,shall run to its employees, agents , customers and/or patrons and those who supply materials or services for the repair, and maintenance thereof without any charge to Lessee. It is , however, understood that this Lease Agreement as set forth- in this paragraph has no limitations whatsoever on Lessor' s right to an imposition of charges upon any ground transportation services. ARTICLE II - TERM This lease and all the rights herein granted shall become oper- ative and effective on the ; 18th day of April 1983 , , and shall end and terminate on the 17th day of April , 1993 , unless sooner terminated by -4- provisions hereinafter described. , . It is understood that the term initially granted herein is for a period of ten (10) years. ARTICLE III - RENTAL CHARGES A. 1 The Lessee agrees to pay the Lessor at places so designated -by the Lessor for the use of these premises , facilities , rights , licenses, services and privileges granted hereunder, the following rentals , fees and charges , all payable in monthly installments cover- ing the ensuing calendar months . Should it occur that the commence- merit or cessation of the terms 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 that month prorata according to the number of days in that particular' month during which said particular premises, facilities, rights, licenses , services and privileges were enjoyed; and the Lessee further agrees to pay on or before the 15th day of each month following the last day of each calendar month throughout the leasehold term the following : (a) That Lessee agrees to p'ay 10% of gross proceeds or receipts each month but no less than a guaranteed $2 , 000. 00 per month. (b) First month' s guaranteed rent of $2, 000. 00 shall be paid when this lease is signed and a security deposit equal to a guaranteed month' s rent to be paid when business opens. ' It is agreed by the parties hereto that during the first five (5) years of this lease agreement, the Lessee shall be entitled to a credit for any rental sum due to the Lessor in excess of $2 , 000. 00 per month until the amount expended for permanent improvements made on the premises such as the ,plumbing, the electrical work, the duct , work for the air conditioning and other permanent fixtures , (exclud- ing however, the furnishings) , have been recaptured by Lessee. Said credit shall extend until such permanent improvements have been I; _ vecaptured in accordance with a list of the same attached hereto and marked Exhibit "B" and approved by both the Lessor and Lessee. The determination of credit shall be based on invoices evidencing improvements as shown in Exhibit ;"B" . • -5- B. It shall be required that the Lessee shall maintain finan- cial records according to accepted accounting practices of any and all transactions relating to the operations incorporated in this lease. The records as aforementioned shall be open to scrutiny by. the Lessor or its agent , at any time it is so desired and that a private operating statement shall, be' afforded to ,the Lessor each six (6) months of this lease term. Inspection by the Lessor shall be accomplished as is stated herein at any reasonable business hour. C. All taxes and assessments which may be lawfully levied by duly constituted taxing bodies upon the Lessee shall be paid by said Lessee in connection with the operation as provided in this lease. Lessor agrees not to levy any license or permit fee or special assessment on the Lessee that would restrict or interfere with the exercise or enjoyment of the rights and privileges granted herein; provided this shall not prevent the Lessor from making charges to the Lessee for the use of the Airport, its facilities and services. herein specifically authorized. D. It is mutually agreed by the parties hereto that Lessee shall open the business within six (6) months after the signing of this lease. Rental charges shall commence with the opening of said business. E. Lessee shall pay for any and all charges for the dis- position of trash and garbage, provide janitorial services on • these premises, all electric power, water and any and all other 1 utilities required and maintenance. • 1 F. Lessee shall provide all equipment or accessories needed to operate a first-class restaurant and cocktaillounge, which said ' fixtures and equipment shall conform as nearly as possible with the architecture and design of the premises. All such fixtures and equipment° which shall be attached' to and !be a part of the real estate shall become the property of the Lessor at the trmination of' this lease. Lessee shall be required to install a certified fire ex- tinguisher system or a "kitty" system over the cooking area prior to the opening of this operation. -6- G. In the event Lessee fails to pay any rentals , charges and fees hereunder within fifteen (15) days after Lessor transmits a 1 past due statement therefore ,to Lessee, Lessor may give Lessee notice in writing of its intention to terminate this Lease unless Lessee shall have corrected -Lich failure to pay within fifteen (15) days. ' If said failure to pay shall not have been corrected within fifteen (15) days period, Lessor may, at ,its option, immediately or at any time thereafter, enter into and upon the premises hereby leased or any part thereof in the name of the whole, and repossess the same of Lessor' s former estate, and expel Lessee and those claim- ing by, through or under it, land remove its effects forcibly if necessary, without being deemed guilty of trespass and without preju- dice to any remedy which otherwise might be used for arrears of rent or preceding breach of covenant ; '!on the re-entry aforesaid, this Lease shall terminate. In tie event Lessor is obligated to partici- pate in any court proceeding's in 'order to enforce any of its rights under this paragraph or to collect its rentals , fees and charges , Lessor, if successful in pursuing such litigation, shall be en- titled to an additional amount in such sum as any District. Court or Circuit Court having competent jurisdiction shall determine as . a reasonable attorney' s fee. H. The Lessee agreeslthat ' any and all desired changes to the demised premises shall be made at the Lessee's expense and only upon written approval by the Lessor. Any changes to the demised premises immediately become the property of the Lessor , and are not subject to removal by the Lessee. The Lessee will construct at his own expense any additional fixtures, improvements and/or decor on said premises but that the same shall be done .in such a manner 1 as to not deface or injure the premises . In the event Lessee' pur- chases equipment, fixtures and/or furnishings upon which leins still exist, Lessee agrees to so advise the Lessor and a bond in- / suring Lessor of the payment of the same shall be arranged and agreed to. by these parties. ! The outside walls shall be maintained • • • -7- and painted by Lessee, it being understood that paint color shall be agreed to by Lessor beforejbeing used. I. The Lessee agrees to furnish a copy of the sales tax, records of said operation to the County Couunission on a monthly basis. 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 11 to meet all the demands for its service at the Airport . Hours of 1 operation are as stated hereinafter. The Coffee Shop and/or Restau- rant must be operated at . all .times . seven days a week, (365 days a year) , to coincide with air operations at said Airport it being provided that the Restaurant ' and Lounge shall be open at least forty-five (45) minutes before the departure and/or arrival of the first commercial aircraft from said terminal and shall not close until forty-five (45) minutes after the last commercial aircraft arrival and/or departure. The Snack Bar shall be. open no less than 1 18 hours per day unless agreed upon otherwise by the parties . ; 2. To furnish said service on a fair, equal and nondiscrim- inatory basis to all users thereof. The word "service" as .tsed in sub-sections 1 , 2, and 3 of ARTICLE IV, shall include furnishing of labor, materials and ' supplies ; related to Restaurant , :Coffee Shop, Cocktail Lounge operations including the sale thereof, as well as furnishing ser- vice. ARTICLE V - RIGHT TO LEASE PROPERTY Lessor represents that it has the right to lease the Airport , j 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. 1 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 � 4 . , , • • -8- it to be required by or incident to, Lessee' s operations , its 1 exercise of the rights herein granted and its dislcharge of the obligations herein imposed, from any person, partnership, firm, association or corporation it may choose. Except as herein other- wise 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 •property of Lessee by Lessee or its suppliers or for the privilege of transporting such personal property or' person to, from or on the • Airport. Nothing in this lease shall be deemed to restrict in any manner Lessor' s right to charge any person, partnership, firm, association or corporation rentals for the use ofl 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 transitory nature or 1 where such use is of such a nature as to constitute the perform- ance of a commercial business atithe Airport . 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 1 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 agreedito 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 casulty exCepted, in which case Lessor • may perform such maintenance or make such repair 6 and charge the reasonable cost of same to Lessee. • Provided also that Lessor may • • - i abandon certain facilities whichiare no longer reasonably justified for proper and adequate operation of the Airport. ARTICLE VIII - MAINTENANCE AND OPERATIONS BY LESSEE Lessee hereby agrees and accepts the premises in the condition they are in at the beginning of this Lease and agrees to maintain said premises in the condition called for and agreed to in this Lease, excepting only reasonable wear and tear arising from the use thereof under this Agreement , and to compensate said Lessor immedi- ately upon demand for any damage , to said premises caused by any act or neglect of Lessee, or of any person or persons in the employ or under the control of the Lessee. ,1 The Lessee agrees to maintain the premises in a clean condi- tion, 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. Lessee -shall provide for daily pickup of all waste. It is understood and agreedj•that no signs or on premises adver- tising and no awnings 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. No exterior architectural changes can be made without the consent of the Lessor. If any part of the exteriorlor interior of the premises is in- . jured or damaged by any breaking' and/or entering said premises , or by any attempt to break and/or enter said premises , by any third person or persons , Lessee agrees, to promptly cause all necessary repairs 'to be made at Lessee' s expense so as to promptly restore said premises to its condition immediately prior to said breaking and/or entering or said attempt to break and/or enter. Throughout said term, 'the Lessee agrees , at his own cost and expense, to keep the demised premises , fixtures and appurtenances , including windows , screens , awnings , doors , walls , floors , pipes , plumbing, electric wiring and fixtures , and all Other fixtures and 1 • • • I -10- I , appurtenances , and all alterations , additions and improvements , in good repair and clean condition; and will, at his own cost and expense , make all repairs , inside and outside, in and about the same, necessary to preserve them in good order and condition, which repairs shall be of quality and class equal to the original work. 1 The Lessor may repair, at the expense of the Lessee, all damage or injury to the demised premises , or to the building, of which the same form a part , or to its fixtures , appurtenances or equipment done by the Lessee or his servants , employees, agents, visitors , or licensees , or caused by moving property of the Lessee in and/or out of the building or- by the installation or removal of furniture or other property, or resulting from fire, short circuits , the overflow or leakage of water, steam, illuminating gas, sewer or odors , or by frost or by the bursting or leaking of pipes or plumbing works or ' gas, or from any other cause , due to the carelessness negligence or improper conduct of the Lessee or his servants, employees , agents , visitors, or licensees. There shall be no allowance to the Lessee and no liability on the par of the Lessor by reason of inconven- ience, • annoyance or injury to business , removal or loss of property, arising from the making of any repairs , alterations , additions or improvements' in, or to, any portion of the building or the demised premises, or in, or to, the fixtures, appurtenances or equipment . The Lessor or its agents have made no representations or • promises with respect to the said building or the demised premises except as' herein expressly set forth. The taking of possession of the demised premises by the Lessee shall be conclusive evidence , as against him, that said premises and the building of which the same form a part were in good and satisfactory condition at the time such possession was taken. The Lessor shall in rio event be liable for any defects in the construction of the building. ARTICLE IX -; GOVERNMENTAL FACILITIES It is expressly agreed;1thatiif funds for the provision, Main- tenance and operation of the Control Tower and/or other air navi- gation aids or other facilities required or permitted by the United • -11- States which are now, or may be hereafter furnished by the United States , are discontinued by the United States, Lessor shall not be required to furnish said facilities. 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 , regula- tions and orders of the Federal Aviation Administration with respect to aircraft operations at, the Airport , with procedures pre- i • scribed or approved from time to ,time by the Federal Aviation Administration with respect to operation of aircraft at the Air- port . 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 diligence by Lessor at his own cost and expense. If the damage • shall be so extensive as to 'render such premisesuntenantable' but capable of being repaired within thirty (30) days, the same shall be repaired with due diligence by Lessor ;at its own cost and ex- • pense, 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 publicenemy 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 hereunder 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 1 • -12- . ', , 1 1 ' within ninety (90) days after such damage or destruction, Lessor 1 • fails to notify Lessee of its intention to repair or reconstruct 1 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 agreement in its entirety or to cancel , ' as of the date _of. such damage or 'idestruction, 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 sixty . (60) days advance written notice 'jto be served as hereinafter pro- vided upon or after the happening •of any one of the following • events : '!' . 1. The filing by Lessee of a voluntary petition in bank- 1 ruptcy. 1 ' 2. The institution of proceedings ' in bankruptcy against Lessee and. adjudication of Lessee as a bankrupt pursuant to such 1 proceedings. 1 - 3. The taking by a- court of jurisdiction of Lessee and its • , assets pursuant to proceedings brought under the provisions of any I . 1' Federal re-organization act : 4. The appointment of a receiver of Lessee' s assets. . 5. • • The divestiture of Lessee' s estate herein by other opera- . tion of law. , 6. The abandonment by Les's'ee of its conduct of Restaurant, ' Coffee' Shop and Cocktail Lounge.', Closure of in excess of seven (7) days shall be considered abandonment .under this Lease unless prior 1 • written agreement shall be entered into by the parties and filed • - with the Commission. 7. The lawful assumption by the United States Government 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 manner as' substantially to restrict Les- see, for a period of at least ninety (90) days , from operating thereon for the conducting of a 'Restaurant , Coffee Shop and Cock- . tail Lounge. • -13- • 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 de- fault 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 herein- after• provided, upon or after the happening of any one of the following . events : 1. Issuance by any court .of competent jurisdiction of an • ' injunction in any way preventing1or restraining the use of the Airport or any part thereof' forAirport purposes , and the' remain- ing in force of such injunction :for a period of at least ninety (90) days. • 2.. The inability ,of. Lessee to use, for a period in excess of 1 ninetyl(90) days , the. Airport orl any of the premises , facilities , rights , licenses, services or pr1ivileges' leased to Lessee .hereunder, because of fire, explosion, ' earth'quake, other casualty, or acts of , II God or the public enemy, provided that same is not caused by negli- • gence or willful acts of failure to act on part of Lessee. 3 . The default by the Lessor in performance of any covenant . ; . . or agreement herein required to be performed by the Lessor and the 1 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 pro- vided above, shall be of any force or effect if Lessor shall have remedied the default prior to receipt of .Lessee' s notice of can- cellation. 1 . i • -14- 4., The lawful assumption by .the United States Government . or any authorized agency thereof of the operation control or use of the Airport and facilities,. ori. 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 a Restaurant, 'Coffee Shop and Cocktail . Lounge. 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 belideemed 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 all of the terms, covenants , dr con- ditions. 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 andi observed by the Lessor shall be construed to be_ or act as a waiver by Lessee of any subsequent default of any of. the terms', covenants and conditions herein `con- tained to be performed, kept andlobserved by the Lessor. • • ARTICLE XIV - INDEMNITY Lessee agrees fully to: indeinnify, save and hold harmless , i , the Lessor from and against all claims and actions and all. ex- 1 penses incidental to the' investig4tion and defense thereof, based r 1 '1 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 1 • and. defend the same. Lessee agrees. to carry, and keep in force, public liability insurance , covering personal injury and property . damage, and such other insurance as may be necessary to protect -15-. Lessor herein from such claims and actions aforesaid, Lessee agrees i to carry and keep in force such insurance. with minimum limits of liability for personal injury in a sum not less than $500, 000 for any one person, and $1, 000, 000 for any one accident; and for property damage in a sum not less than $200, 000; and to furnish Lessor. with proper certificates certifying that such insurance is in force. Lessee shall carry its insurance coverages with insurance companies authorized to do business in theState of Florida. The Lessee in providing insurance required herein shall make the Lessor a co- insured party thereto. All personal property placed or moved in the premises above described shall be at the risk of the Lessee or Owner thereof, and 11 Lessor shall not be liable for any loss of or damage to said per- sonal property, nor shall Lessorpbe 'liable to the Lessee for i damages arising from any act of negligence of any co-tenant, or of any other person whomsoever, except as stipulated hereinabove. ARTICLE XV - QUIET ENJOYMENT Lessor agrees that, onlpayment of. the rent and performance of the covenants and agreements on ,the part , of Lessee to be performed hereunder, Lessee shall peaceably have and enjoy the leased prem- ises and all rights and privileges of said Airport , its appurten- i ances' and facilities granted herein. II, i ARTICLE XVI SURRENDER OF POSSESSION Upon the expiration or ' otheir' termination of this lease or any renewal thereof, Lessee' s right to use the premises , facilities , rights, licenses , services .and privileges hereinileased shall cease and Lessee shall forthwith upon ,such expiration or termination surrender the same. Except as otherwise provided in the 'agreement , all structures, fixtures , furnishings, improvements, equipment and other property bought, installed, erected or placed by Lessee in, on or about the 1 Airport and premises leasedunder 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 re- • -16 1 • 1 . newal or extension hereof, Ho 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 ielements , fire, • I explosion or other causes beyondicontrol of Lessee excepted. ' ARTICLE XVII - DEFINITION OF TERMS Whenever the term Federal Aviation Administration is used in I • this lease it shall be construed` as referring to the FederaLAvia- . • tion Administration created. by the Federal Government under the Federal Aviation Act of 1958, or to 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 a's including invidivuals , firms , • • corporations and other legal entities . When in this agreement • written approval by Lessor is required, such written approval may - be given by the Director of, Airports for Lessor. 1 ARTICLE XVIII - INSPECTION BY LESSOR • 1 • Lessor may enter upon the premises now or hereafter leased • . exclusively to Lessee hereunder ,at any reasonable time for any .purpose necessary, incidental to or connected with the performance !of its obligations hereunder, or 'lin the exercise of its govern- mental functions. All such inspections shall be during business hours. • • ARTICLE XIX - ASSIGNMENT AND SUBLETTING. Lessee shall not at any time assign this agreement or any part thereof, nor sublet all .orany portion of the leased premises , ' herein without written approval; of ,Lessor ; provided that the 'fore- 1 going 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. No assignment of controlling interest in the corporate stock of the Lessee shall be made without th'e consent ; of the Lessor. The Lessee • - 1 • 1 -17, shall file the names of the Corporate Officers with the County Com- mission. ARTICLE XXI- NOTICES Notices to Lessor provided for herein shall be sufficient if sent by certified mail, postage prepaid, addressed to : Director of Airports , Monroe County Key West International Airport South Roosevelt Boulevard Key West , Florida; 33040 and notice to Lessee, if sent by certified mail, postage prepaid, addressed to: Mr . Fred B. Sellers , Sr. 17 Diamond Drive 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 XXI - PARAGRAPH HEADINGS The paragraph headings contained herein are for convenience of reference and are not intended to define or limit the scope of any provision in this lease.' ARTICLE XXII - INVALID PROVISIONS I In the event any covenant , condition or provision herein contained is held to be invalid by any court of competent juris- diction the invalidity of any such covenant , condition or provision shall in no affect any other covenant, condition or provision herein contained; provided that .the invalidity of such covenant, condition or provision doe not rriate,rialIy prejudice either. Lessor or Lessee in its respective rights and obligations contained in the valid covenants , conditions or provisions of ,this lease. ARTICLE XXIII - COVENANT NOT TO GRANT MORE FAVORABLE TERMS Lessor covenants and agrees not to enter into any lease, con- , tract or agreement with any other restaurant , coffee shop or cocktail lounge with respect to the Airport containing more favor- able terms than this lease or to grant to any other restaurant, coffee shop or cocktail lounge rights, privileges or concessions with respect to the said Airport which are not in accord with the , 1 1 1, • 18� t ; Lessee hereunder unless the same terms/ rights , privileges and concessions are concurrently made ',available to the Lessee. ARTICLE XXIV - SUCCESSORS AND ASSIGNS BOUND iBY COVENANTS' All the covenants, stipulations , and agreements in this lease shall extend to and bind the legal representatives , successors and assigns of the respective partiesi hereto. ARTICLE XXV RESTROOM FACILITIES All restrooms shall be open during the operating hours and shall be maintained by the Lessor: i ARTICLE XXVI - RESTRUCTURING ;OF PARTY WALL Subject to the plans and spiecifications agreed to by -both the parties hereto, the party wall between the. leased premises and the I I Terminal proper shall be restructured by the Lessee to provide for glass partitions. l ARTICLE XXVII 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 person or groups of persons , in ''any manner prohibited by Part 15 j . of the Federal Aviation Regulations!, and 'the Lessor is :hereby; granted the right to take such(;action, ariything to the contrary ,herein notwithstanding, as ;,the, United States may direct to enforce. this non-discrimination covenant. ARTICLE„XXVIII (INTERPRETATION OF LEASE Nothing in this lease Shall hie construed or interpreted in any manner whatsoever as limiting, relinquishing, or waiving of any rights or ownership enjoyed by Lessor in the Airport property, or in any manner waiving or limiting its control over the opera- tion, maintenance, etc. , of ;Airport property or in derogation' of II; such governmental rights as :Lessor possesses, except as is speci- fically provided for herein: I : j ,111 I IN WITNESS WHEREOF, the parties hereto have caused this lease to be executed as of the day and year first above written. . . CO NTY OF MONROE , STATE OF FLORIDA By .yora d hairman of the o County Commissioners of 1 .nroe County, Florida (Seal) j Attest Clerk ' (LESSOR) IrAir j II FAr . RED. B. SELLERS , SR. • Witnesses j J 4 1 . � (LESSEE) • L , .