Item C40
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: June 18. 2008
Division: County Attorney
.
Bulk Item: Yes XX No
Staff Contact Person: Pedro Mercado
AGENDA ITEM WORDING:
Approval of Lessor Consent to Leasehold Mortgage Agreement.
ITEM BACKGROUND:
On April 18, 1983 the County entered into a leasehold agreement with Fred Sellers for restaurant space
at the airport terminal for purposes of establishing the Conch Flyer Restaurant. On January 23, 1985,
the Conch Flyer was sold to John Richmond and the leasehold was assigned to Mr. Richmond. The
lease has had several amendments with the most recent amendment being approved by the BOCC on
April 19, 2006,
As part of the new airport terminal project, and in exchange for extending his lease, Mr. Richmond
agreed to invest $1,000,000 (One Million) in equipping and outfitting the new restaurant space. In order
to comply with the terms of the April 2006 amendment, Mr. Richmond has sought financing through the
Marine Bank. Marine Bank is willing to lend Mr. Richmond the funds using the leasehold as collateral
on the loan. Marine Bank is now seeking County approval of the leasehold mortgage so that Marine
Bank would have the right to cure any possible lease default incurred by Mr. Richmond. The Agreement
would allow Marine Bank to protect its interest by allowing Marine Bank to assume the leasehold under
the terms and conditions of the leasehold.
PREVIOUS RELEVANT BOCC ACTION:
Approved original April 18 1983 lease; May 4, 1984, January 23, 1985 and October 7, 1992
addendums; April 8, 1998, December 17, 2003, May 19,2004 and April 19, 2006 amendments.
CONTRACT/AGREEMENT CHANGES:
N/A
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: N/A
BUDGETED: Yes
No
COST TO COUNTY: N/A
SOURCE OF FUNDS:
REVENUE PRODUCING: Yes X
AMOUNT PER MONTH $6,000 + Year
~OMB/PurChaSing _ Risk Management _
APPROVED BY:
DOCUMENTATION:
Not Required_
DISPOSITION:
Revised 2/05
AGENDA ITEM #
AGREEMENT OF LESSOR
This Agreement of Lessor ("Agreement") is executed as of the lSth day of June, 200S, by
MONROE COUNTY, a political subdivision of the State of Florida ("Lessor"), for the
benefit of MARINE BANK, as collateral Lender ("Lender") and CONCH FLYER, INC., a
Florida corporation ("Lessee").
RECITALS:
A. Lessor is the lessor and Lessee is the lessee under a lease agreement dated April
IS, 19S3 (as the same may have been heretofore amended, the !ILease1!), pursuant to which
Lessor granted to Lessee a leasehold interest in and to certain real property more particularly
described therein (collectively, the "Property"), which Property relates to the Land more
particularly described on Exhibit A attached hereto and incorporated herein by this reference.
B. A copy of the Lease (including all amendments and modifications thereto) is
attached hereto as Exhibit B and incorporated herein by this reference.
C. As an accommodation to Lessee, Lessor has agreed to execute this Agreement for
the benefit of Lender with the understanding that Lender is relying on the agreements set forth
herein as an inducement to the extension of certain financial accommodations to Lessee (the
"Financing") to Lessee to be secured, in part, by a hen granted by Lessee upon Lessee's rights
and interests in and under the Lease.
D. Notwithstanding the language ofthe 4th and 5th WHEREAS clauses ofthe lease
amendment entered into between the County and Conch Flyer, Inc., and dated April 19,2006,
the County hereby acknowledges that Conch Flyer, Inc., has applied for financing with Marine
Bank, and not First State Bank, in order to comply with the terms of the lease amendment.
NOW, THEREFORE, for and in consideration ofthe premises, and for the sum ofTen
Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which
consideration is hereby acknowledged and confessed, the parties hereto hereby represent,
covenant and agree as follows:
1. Lessor consents to the execution and delivery by Lessee to Lender of a certain
Leasehold Mortgage and Security Agreement (the "Security Instrument") covering Lessee's
leasehold interest in and to the Property and the recording of same in the applicable real
property records. Lessor also consents to the execution and delivery by Lessee, and the filing
and/or recording in the appropriate public records, of such additional documents and
instruments as Lender may deem necessary or desirable to establish, perfect and maintaina
lien upon and against Lessee's said leasehold interests, including, but not limited to, Uniform
Commercial Code financing statements and such other documents, instruments and
agreements as Lender may hereafter deem necessary or desirable in connection with the
creation, grant, maintenance or enforcement of said lien, including, but not limited to, any such
documents and instruments executed in connection with any renewal, extension and/or
modification of such lien.
2702-265 CONCH FLYER ~ MARINE BANK
2. Lessor l:epresents that no default under the terms of the Lease by either party
thereto has occurred and is continuing at this time, nor does there exist any condition or event
which with notice, the passage of time, or both would constitute a default by either party
thereunder. The term of the Lease (assuming the timely and proper exercise of all options to
extend set forth in the Lease) will expire on January 20, 2030; the current annual fixed rent
payable under the Lease is as set forth in the April 19, 2006 amendment; and Lessee does not
have any I!rights of first refusal'\ "options to purchase'! or any other rights to purchase all or any
portion of the Property.
3. In the event of any default or event of default by Lessee under the Lease, 01' in
the event Lessee shall fail to perform or observe any of the terms, conditions or agreements in
the Lease, Lessor shall give written notice thereof to Lender at the address indicated below and
Lender shall have the right (but not the obligation) to cure such default or failure within fifteen
(15) business days following Lender's receipt of such notice; and Lessor shall not take any
action with respect to such failure under the Lease, including without limitation any action
intended to terminate, rescind or avoid the Lease or Lessee's tenancy or possession thereunder,
for such period of fifteen (15) business days after Lender's receipt of such written notice;
provided, however, that in the case of any default which cannot with diligence be cured within
said 15-business day period, if Lender shall proceed promptly to initiate measures to cure such
failure and thereafter prosecute the curing of such failure with diligence and continuity, the
time within which such failure may be cured shall be extended for such period as may be
necessary to complete the curing of such failure with diligence and continuity. Without limiting
the foregoing, Lessor agrees that no default and no termination of the Lease in connection
therewith shall be effective unless notice shall first have been given to Lender in accordance
with the terms of this Agreement. Lessor further agrees that where any default under the
Lease is not capable of or subject to cure, or in the event of the bankruptcy or insolvency of
Lessee, or in the event the Lease is otherwise terminated without Lender's prior written
consent, Lender shall have the option (upon written notice to Lessor) to enter into a new lease
with Lessor on substantially the same terms as the Lease for the then remaining term of the
Lease following the termination of the Lease by Lessor or the rejection of the Lease by a
bankruptcy trustee under applicable laws.
4. To the extent such exercise is consistent with the lessee's lease and lease
amendments, lessor consents to the exercise by Lender of any and all rights and remedies
permitted under the Security Instrument and such other documents as may be executed by or
on behalf of Lessee in connection with the Financing (the "Financing Documents"), and to the
exercise of such additional legal and equitable rights and remedies as may be available to
Lender, in the event of a default or event of default under the Financing Documents.
Furthermore, Lessor expressly agrees that neither the execution, delivery and/or recording of
the Security Instrument, nor the execution, delivery and/or recording or filing of any other
instrument or agreement by Lessee or Lender in connection with the Security Instrument, nor
any other matters to which Lessor has given its consent herein, shall ever be deemed to
constitute a default or event of default under the Lease.
5. In the event Lender shall ever become the owner of the rights and interests of
Lessee in and to the Property and Lease by reason of judicial foreclosure, nonjudicial sale or
other proceedings brought by Lender to enforce its rights under the Security Instrument or
under or in respect of ,the other FinancingDocuments, Lender shall be deemed to be Lessee's
successor and assignee under the Lease and shall be entitled to all rights, benefits and
privileges of the Lessee under the Lease; and Lessor shall be bound to Lender and Lender shall
be bound to Lessor under all of the terms, covenants and conditions ofthe Lease for the balance
of the term thereof remaining and any renewal or extension period thereof duly exercised as
required by the Lease, all without the need to execute any further instruments on the part of
Lessor, Lessee or Lender to make such succession and assignment effective and binding upon
Lessor.
6. Following the effective date of this agreement, the Lease shall not be amended or
modified in any manner or respect without the prior written consent of Lender and any
purported amendment or consent made without such consent shall be ineffective and void as to
Lender. Lessor and Lessee warrant and represent that the copy ofthe Lease and other written
documents attached hereto as Exhibit B are true, correct and complete copies ofthe Lease and
that the Lease is in full force and effect and has not been amended or modified except as
disclosed in Exhibit B attached hereto and incorporated herein by this reference. Other than
the Lease (and any amendments thereto as are described herein), there are no other
agreements, written or oral, between Lessor and Lessee regarding the Lease or the Property.
The Lessor has not assigned the Lease or otherwise transferred any interest in or under the
Lease.
7. Lessor represents and warrants to Lender that it is the owner of the fee interest
in and to the Property, that there is no lien encumbering Lessor's fee interest and that no
consent or joinder of any other party is required to Lessor's execution of this Agreement
8. Lessor acknowledges that Lender has the right (but not the obligation) pursuant
to, and as more particularly provided in, the Financing Documents to perform any term, covenant,
condition or agreement and to remedy any default by Lessee under the Lease, and Lessor shall
accept such performance by Lender with the same force and effect as if made by Lessee. In
addition, pursuant to, and as more particularly provided in, the Financing Documents, Lessee has
delegated to Lender the authority to exercise any or all of Lessee's rights under the Lease. Lessor
will recognize Lender's exercise of such rights with the same force and effect as if such rights were
being exercised by Lessee.
9. All notices, requests, consents, demands and other communications relating to
this Agreement of Lessor shall be in writing and shall be deemed sufficiently given if (a) sent
by certified or registered mail with postage prepaid, return receipt requested, properly
addressed to the applicable party at the address set forth below; (b) delivered in person to the
address set forth below for the party to whom the notice is given; or (c) deposited into the
custody of a nationally recognized overnight delivery service addressed to such party at the
address specified below. Notices shall be effective on the date of delivery or receipt, or, if
delivery is not accepted, on the earlier of the date that delivery is refused or five (5) days after
the date the notice is mailed. For purposes of this section,the addresses of the parties for all
notices are as set forth below (unless changed by similar notice in writing given by the
particular person whose address is to be changed). From time to time, any party may designate
another address for all purposes by giving the other parties noticeof such change of address.
Notices to Lender shall be given to it at:
Marine Bank
11290 Overseas Highway
Marathon, Fl. 33050
With copy to:
Timothy J. Koenig, Esq.
Feldman Koenig Highsmith & Van Loon, P.A.
3158 Northside Drive, Key West, Fl 33040
All notices to Lessee shall be given to it at:
Conch Flyer, Inc.
Mr. John B. Richmond, President
Key West International Airport
Key West, Fl 33040
All notices to Lessor shall be given to it at:
Monroe County
1100 Simonton Street
Key West, FL 33040
Attention: County Administrator
With copy to:
Monroe County Attorneys Office
P.O. Box 1026
Key West, Fl. 33041-1026
Phone: 1-305292 - 3470
Fax: 1-305292 - 3516
10. For purposes of this Agreement, the term HLenderH shall include its successors
and assigns including, but not limited to, any person who acquires Lessee's interest under the
Lease pursuant to a foreclosure of the Security Instrument. All references herein to Lessor and
Lessee shall likewise include the respective personal representatives, heirs, successors and
assigns for each such party (including, without limitation, any person, party or entity to whom
either Lessor's and/or Lessee's respective rights and interests in and under the Lease may be
assigned). This Agreement shall accordingly be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, legal representatives, successors and assigns. If
Lender becomes the lessee under the Lease, Lender may not assign its interest, rights or
obligations under the Lease without Lessor's written consent, which shall not be unreasonably
withheld.
11. This Agreement may not be withdrawn, amended or modified except by a written
agreement executed by both Lessor and Lender.
[Remainder of page intentionally left blank; signature page follows]
EXECUTED as of the date first set forth above.
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
By
Deputy Clerk
2702-265 CONCH FLYER - MARINE BANK
LESSOR:
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By
Mayor/Chairperson
LESSEE:
CONCH FLYER, INC.
By:
Name (print):
Title:
LENDER:
MARINE BANK
By:
Name (print):
Title:
2702-265 CONCH FLYER - MARINE BANK
EXHIBIT A
LEGAL DESCRIPTION
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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".
WIT N E SSE 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 and
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, in consideration 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.I 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 and Cocktail Lounge within said
Terminal described as follows;
-2-
A 1,724 square foot Cocktail Lounge, Restaurant and Coffee
Shop and a 1,098 square foot 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
-3-
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 shall have 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 , 19~, 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.l 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-
ment 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 pay 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
recaptured 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
utilities required and maintenance.
F. Lessee shall provide all equipment or accessories needed
to operate a first-class restaurant and cocktail lounge, 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 termination 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
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 such 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, and 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 the event Lessor is obligated to partici-
pate in any court proceedings 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 agrees that 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
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 before being used.
I. The Lessee agrees to furnish a copy of the sales tax
records of said operation to the County Commission 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
to meet all the demands for its service at the Airport. Hours of
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
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 used 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,
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
-8-
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 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 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 transitory nature or
where such use is of such a nature as to constitute the perform-
ance of a commercial business at the 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
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 excepted, 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
-9-
abandon certain facilities which are 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.
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 prope~ 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 agreed 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 exterior or 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
-10-
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.
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 part 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 no event be liable
for any defects in the construction of the building.
ARTICLE IX - GOVERNMENTAL FACILITIES
It is expressly agreed that if 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-
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 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 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 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 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
-12-
within ninety (90) days after such damage or destruction, Lessor
fails to notify Lessee of its intention to repair or reconstruct
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 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 sixty
(60) days advance written notice to be served as hereinafter pro-
vided upon or after the happening of anyone of the following
event s :
1. The filing by Lessee of a voluntary petition in bank-
ruptcy.
2. The institution of proceedings in bankruptcy against
Lessee and adjudication of Lessee as a bankrupt pursuant to such
proceedings.
3. The taking by a court of jurisdiction of Lessee and its
assets pursuant to proceedings brought under the provisions of any
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 Lessee 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
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 anyone of the
following events:
1. 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 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
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 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
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.
-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, 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 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 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 all of the terms, covenants, or 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 and 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 and observed by the Lessor.
ARTICLE XIV - INDEMNITY
Lessee agrees fully to indemnify, save and hold harmless,
the Lessor from and against all claims and actions and all ex-
penses 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. 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
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
anyone person, and $1,000,000 for anyone 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 the State 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
Lessor shall not be liable for any loss of or damage to said per-
sonal property, nor shall Lessor 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 XV - QUIET ENJOYMENT
Lessor agrees that, on payment 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-
ances and facilities granted herein.
ARTICLE XVI - 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 the agreement, all structures,
fixtures, furnishings, 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 re-
-16-
newal or extension hereof, 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.
ARTICLE XVII - DEFINITION OF TERMS
Whenever the term Federal Aviation Administration is used in
this lease it shall be construed as referring to the Federal Avia-
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 as 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.
ARTICLE XVIII - INSPECTION BY LESSOR
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 in the exercise of its govern-
mental functions. All such inspections shall be during business
hour s .
ARTICLE XIX - ASSIGNMENT AND SUBLETTING
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 fore-
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 the consent of the Lessor. The Lessee
-17-
shall file the names of the Corporate Officers with the County Com-
mission.
ARTICLE XX - 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 Se11er~. 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
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 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 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
-18-
Lessee hereunder unless the same terms, rights, privileges and
concessions are concurrently made available to the Lessee.
ARTICLE XXIV - 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 XXV - RESTROOM FACILITIES
All restrooms shall be open during the operating hours and shall
be maintained by the Lessor.
ARTICLE XXVI - RESTRUCTURING OF PARTY WALL
Subject to the plans and specifications agreed to by both the
parties hereto, the party wall between the leased premises and the
Terminal proper shall be restructured by the Lessee to provide for
glass partitions.
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
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-discrimination covenant.
ARTICLE XXVIII - INTERPRETATION OF LEASE
Nothing in this lease shall be 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
such governmental rights as Lessor possesses, except as is speci-
fically provided for herein.
-19-
IN WITNESS WHEREOF, the parties hereto have caused this lease
to be executed as of the day and year first above written.
OF FLORIDA
(Seal)
Atte~~ (J~..
'- --- . Clerk . .
(LESSOR)
~L{~~-
(LESSEE)
This Addendum entered into on this
ADDENDUM TO AIRPORT LEASE
4th
day 0 f May
1984, by and between Monroe County, Florida, hereinafter referred
to as Lessor, and Fred B. Sellers, Sr., hereinafter referred to
as Lessee,
WIT N E SSE T H:
That for and in consideration of the payment of Ten Dollars
($10) heretofore made by the Lessee to the Lessor, the following
Addendum is hereto made to that certain Lease between these
parties heretofore entered into on the 18th day of April, 1983.
1. That Article I, paragraph A.4 is hereby amended to
permit and allow the Lessee to utilize a three-piece music combo
from 6:00 P.M. until 2:00 A.M. on Fridays, Saturdays and Sundays.
2. That Article I, paragraph A.l and Article III,
paragraph H, be and the same are hereby amended to permit the
construction of a patio roof on the north side of the facility
being rented herein that shall extend to the security fence
adjoining the commercial aircraft parking ramp.
Since the Lease
provides for a cessation of the leased premises six (6) feet from
the security fence, no construction as provided in this provision
shall encroach upon that aforesaid six (6) foot setback from the
security fence.
All of which is agreed to by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have fixed their
hands and seals on the 4th day of
May
, A.D. 1984.
(SEAL)
COUN~~NROE' STATE OF FLORIDA
By /\-...k'?'7.- ~::-
Mayor arid Cha
of County Commissioners
Monroe County, Florida
Attest:
DA L. KOLHAGE, Clerk
Witness
By
FRED B. SELLERS, SR.
Witness
VcD AS TO FORM
GAL SUFF,CIU"Cy'
Attorney's Office
BY
SECOND ADDENDUM TO AIRPORT LEASE
THIS SECOND ADDENDUM entered into this
7th
day of
October, 1992, by and between MONROE COUNTY, a political subdivi-
sion of the State of Florida, hereinafter referred to as "Les-
sor," and JOHN RICHMOND, President of CONCH FLYER, INC. and FRANK
RICHMOND, Vice President of CONCH FLYER, INC., hereinafter
referred to as "Lessees."
WIT N E SSE T H:
That the Lease Agreement entered into between Lessor and
Lessees, dated April 18, 1983, and subsequently assigned to
Lessees by an Assignment and Addendum to Airport Lease, dated
January 23, 1985, is herein amended as follows:
ARTICLE II - TERM
This lease and all the rights herein granted shall become
operative and effective on the 18th day of April, 1983, and shall
end and terminate on the 17th day of June, 1994, unless sooner
terminated by provisions herein described.
Due to the anticipated construction of the new terminal
building at Key West International Airport (KWIA), upon the
normal termination of this Lease, Lessees shall have the option
to continue to lease the premises described herein q~Nil~onth to
month basis only. Lessees shall exercise their option by notify-
8t: 6 tl 17- AV~1 [6.
'i
_.dlJu.J(_'- jl) ~~ U3-i;~'
ing Lessor in writing at least thirty (30) days prior to the
normal expiration of this Lease.
Lessees' occupancy of the leased premises described herein
on such a month to month basis shall continue until such time as
the new terminal facilities are completed at KWIA. Prior to such
completion, however, Lessor agrees to provide Lessees with ninety
(90) days advanced notice of an estimated completion date of said
new facilities.
IN WITNESS WHEREOF, the parties hereto have caused this
Addendum to Lease to be executed as of the day and year first
above written.
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
By~G.~~
eputy er
COUNTY COMMISSIONERS
COUNTY, FLORIDA
~~
a~rman
(CORPORATE SEAL)
Attest n I )--~
. Ll, (/:J ~/'
'~,3f' -) ~
/ ~ecretary
I~~.
L
I1pPRQ TQ ~ORM
. Af'D L AL 'F/CiENCY.
By I '
~~"h~*J =
AMENDMENT TO AIRPORT LEASE
This is an amendment to a lease dated April 18, 1983 (hereafter the original agreement),
by and between the predecessor in interest to the Conch Flyer, Inc., (hereafter Lessee or
Tenant), one Fred B. Sellers, Sr., and Monroe County, a political subdivision of the State of Florida
(hereafter Lessor).
WITNESSETH:
That the original agreement, and the addenda to it dated October 7, 1992 and January
23, 1985, all of which are attached to and made a part of this amendment, are hereby
amended as follows:
1.) Article II is amended to read:
The term of this lease is extended until January 22. 2005. The Lessee may
renew the lease for one additional 5-year term by notifying the Lessor in writing on
or before July 22, 2004, of Lessee's intent to renew. The Lessor may decline to
~ \D
grant the renewal of this lease if, at any time during the period up to Ja,!a~2, :
:;Q("'}$ -0
2005, Lessee has committed, permitted, suffered or caused acts or omiss~f.f1at ~
O'r-
OC'")- w
constitute a breach of this lease, regardless of whether the Lessee eith~~d ::-
-io'- ::It
the act or omission or the Lessor waived treating such act or omissi~~ a .g
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breach.
2.) Article III A.1 , second paragraph, is amended to read:
Lessee acknowledges, and consents to the disruption of its business
operations during the approximately first 18 months following the effective date
of this amendment because of the Lessor's reconstruction of the terminal building
at Key West International Airport. Lessee agrees to make no claim against Lessor
for such disruption or any claim based on business lost during the period of
reconstruction. During the period of reconstruction the Lessee must make the
improvements to the premises set forth in Exhibit A to this amendment. Exhibit A is
attached to this amendment and incorporated into it.
3.) Article III E. is hereby amended by the addition of the following:
Lessee must also pay the Lessor $75.00 per month for sewer service, which
amount will be increased annually by a percentage equal to the increase in the
c.p.i. (Miami/Ft. Lauderdale are) for the previous year.
4.) Article III G, the last sentence, is amended to read:
In the event Lessor is obligated to participate in any court proceedings 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 entitled to an
additional amount in such sum as any District Court or Circuit Court having
competent jurisdiction shall determine as a reasonable market value attorney's
fee.
5.) Article XIV, the insurance requirements, are amended to read:
The Lessee must keep in full force and effect during the term(s) of this
lease the insurance set forth in Exhibit B. Exhibit B is attached to this amendment
and incorporated into it.
6.) Article XXVI is hereby struck and is of no further force and effect.
7.) Article XX is amended to read:
ARTICLE XX - NOTICES
Notice 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
3491 South Roosevelt Boulevard
Key West, Florida 33040
and notice to Lessee, if sent by certified mail. postage prepaid, addressed to:
2
John Richmond
Conch Flyer
3495 S. Roosevelt Boulevard
Key West, Florida 33040
or to such other respective addresses as the parties may designate to each other
in writing from time to time.
8.) Article XXVII is amended to read:
A. The Tenant for himself, his personal representatives,
successors in interest, and assigns, as part of the consideration hereof,
does hereby covenant and agree that (1) no person on the grounds of
race, color, or national origin shall be excluded from participation in,
denied the benefits of, or be otherwise subjected to discrimination in the
use of said facilities, (2) that in the construction of any improvements on,
over or under such land and the furnishing of services thereon, no person
on the grounds of race, color, or national origin shall be excluded from
participation in, denied the benefits of, or be otherwise subjected to
discrimination, (3) that the Tenant shall use the premises in compliance
with all other requirements imposed y or pursuant to Title 49, Code of
Federal Regulations, Department of Transportation, Subtitle A, office of the
Secretary, part 21, Nondiscrimination in Federally-assisted programs of the
Department of Transportation-Effectuation of Title VI of the Civil Rights Act
of 1964, and as said Regulations may be amended.
That in the event of breach of any of the above
nondiscrimination covenants, Airport Owner shall have the right to
terminate the lease and to re-enter and as if said lease had never been
made or issued. The provision shall not be effective until the procedures of
Title 49, Code of Federal Regulations, Part 21 are followed and completed
including exercise or expiration of appeal rights.
3
B. It shall be a condition of this lease, that the Lessor reserves
until itself, its successors and assigns, for the use and benefit of the public,
a right of flight for the passage of aircraft in the airspace above the
surface of the real property hereinafter described, together with the right
to cause in said airspace such noise as may be inherent in the operation
of aircraft now known or hereafter used, for navigation of or flight in the
said airspace, and for use of said airspace for landing on, taking off from
or operating on the airport.
That the Tenant expressly agrees for itself, its successors and
assigns, to restrict the height of structures, objects of natural growth and
other obstructions on he hereinafter described real property to such a
height so as to comply with Federal Aviation Regulations, Part 77.
That the Lessee expressly agrees for itself, its successors and
assigns, to prevent any use of the hereinafter described real property
which would interfere with or adversely affect the operation or
maintenance of the airport, or otherwise constitute an airport hazard.
C. This lease and all provisions hereof are subject and
subordinate to the terms and conditions of the instruments under which
the Airport Owner acquired the subject property from the United States of
America and shall be given only such effect as will not conflict or be
inconsistent with the terms and conditions contained in the lease of said
lands from the Airport Owner, and any existing or subsequent
amendments thereto, and are subject to any ordinances, rules or
regulations which have been, or may hereafter be adopted by the Airport
Owner pertaining to the Key West International Airport.
D. Notwithstanding anything herein contained that may be,
or appear to be, to the contrary, it is expressly understood and agreed
4
that the rights granted under this agreement are nonexclusive and the
Lessor herein reserves the right to grant similar privileges to another Lessee
or other Lessees on other parts of the airport.
9.) Article XXIX is hereby created to read:
Venue for any litigation arising under this agreement must be in a
Court of competent jurisdiction in Monroe County, Florida.
10.) Except as specifically provided in this amendment to the airport lease
agreement, the terms, conditions, obligation and duties of the original agreement and
-.,-.-.y..-."
. addenda remain in full force and effect.
//.':''''''''''-: . .-
i'~~~~V\'\;' i 1.) This amendment to the airport lease will take effect on the date of the signature
',J' 0..... " . . .
""(1~"~ \ c- "
~ ~et.fI;;1$, Idsiporty to execute it.
~~':(.'z;" ,,~-'~;\,. \:>;//.",
,.',...6....." /.,
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A -- 'T:' DANNY L. KOLHAGE, CLERK
By~~rt~
~\ eput lerk
Date: q 9
Date:
pcon/amndconk.doc
B
5
EXHIBIT 'A'
IMPROVEMENTS
The following is a list of capital improvements, repairs, replacements proposed to THE
CONCH FLYER RESTAURANT to be done during the construction phase ofthe Key
West Airport Terminal Renovation. The total cost of these improvements shall be born
by the lessee and will require NO COUNTY FUNDING.
The improvements made to the premises will include, but not be limited to:
A) Replacement of present Walk in Cooler refrigeration box and associated compressor
unit. Estimated cost ( including labor).. _..... $15,942.00
B) Replacement of present Garland Gas Range, Salim ander, Broiler and Oven units with
Garland high efficiency gas range units 42" griddle and double ovens Estimated cost
(including shipping, installation and disposal fees.............$9,532.00
C) Repair and installation of new gas lines, tanks and gas regulator systems including gas
shut off emergency systems to replace irrepairable existing system. To be completed
and certified by Public Gas Inc. Estimated Cost: $2,500.00
D) Replace and install two new Frymaster gas deep fryers and associated Plumbing:
Estimated Cost: $3,600.00
E) Purchase of two replacement Reach in Freezer units by True Refrigeration:
Estimate cost of purchase and Wireing installation:.........$13,500.00
F) Purchase ofHogisaki 1000 icemaker and stroage bin: Est Cost: $5,300.00
G) Replacement of all stainles steel prep tables (6) and purchase of storage racks
pantry shelves and misc. kitchen equiptment.........Est Cost: $4,000.00
I) Replacement of a\c ducting, kitchen ceiling, clean up of existing electrical wiring
and installation of an additional 6 flourescent ceiling fixtures. Estimated Cost:
including labor: $6,000.00
J) Carpentry, electrical, and plumbing to repair and replace kitchen wall areas due to
age, water damage, and install new dishwashing area Estimated Cost: $4,000.00
K) Replace existing lenolium kitchen floor with commercial grade Quarry tile and
plumg for drainage Est Cost including labor and removal of old floor: $6,500.00
L) Upgrading and repairing existing 200 amp electrical service to 300 amps and
inspecting and repairing existing wiring to meet current needs and code: Est Cost
$3,000.00
M) Replace exisiting lenolium floor on observation deck with Quarry tile and Seal for
leaks Actual Cost: $3,655.00
N) Remove, repair, and install new landscapeing on the area facing Cape Air Trailer
Replace walkway, facade, and install 26 tons of screeting sand and landscape
- timbers along with associated lighting and signage. Actual Cost: $6944.00
0) Remove, repair and install new undercounter sinks and refrigeration units behind
bar area and replace existing sinks, faucets, and associated plumbing. Estimated
Cost: $3,600.00
P) Build and Install custom three piece 46 foot bar top with customs lamination and
photographs Actual Cost: $4,400.00
Q) Replacement of66 ($135 ea) chairs and 30 ($114 ea) bar st091s: Est Cost:
$12,330.
R) Carpet replacement in dining room and Customer waiting area: Est Cost: $2400.00
S) Replacement of 8 Ceiling fans and installation of 16 recessed can light to replace the
three existing hanging fixtrues Est Cost: $2,100.00
T) Budgeted amount for miscellaneous supplys, tools, and non budgeted items and cost
overruns. Budgeted amount: $10,000.00
EXHIBIT 'B'
INSURANCE
"
1996 Edition
1 .
1\
MONROE COUNTY, FLORIDA
RISK MANAGEMENT
POLICY AND PROCEDURES
CONTRACT ADMINISTRATION
MANUAL
General Insurance Requirements
for
Airport! Aircraft Activities
',',
Prior to the commencement of work governed by this contract (including the pre-staging of
personnel and material), the Vendor shall obtain, at hislher own expense, insurance as specified
in the attached schedules, which are made part of this contract. The Vendor will ensure that the
insurance obtained will extend protection to all Contractors engaged by the Vendor.
The Vendor will not be permitted to commence work governed by this contract (including pre-
staging of personnel and material) until satisfactory evidence of the required insurance has been
furnished to the County as specified below.
The Vendor shall maintain the required insurance throughout the entire term of this contract and
any extensions specified in any attached schedules. Failure to comply with this provision may
result in the immediate suspension of all activities conducted by the Vendor and its Contractors
until the required insurance has been reinstated or replaced,
The Vendor shall provide, to the County, as satisfactory evidence of the required insurance,
either:
· Certificate of Insurance
or
· A Certified copy of the actual insurance policy.
The County, at its sole option, has the right to request a certified copy of any or all insurance.
policies required by this contract.
All insurance policies must specify that they are not subject to cancellation, non-renewal,
material change, or reduction in coverage unless a minimum of thirty (30) days prior notification
is given to the County by the insurer.
The acceptance and/or approval of the Vendor's insurance shall not be construed as relieving the
Vendor from any liability or obligation assumed under this contract or imposed by law.
The Monroe County Board of County Commissioners, its employees and officials will be
included as "Additional Insured" on all policies, except for Workers' Compensation.
Any deviations from these General Insurance Requirements must be requested in writing on the
County prepared form entitled "Request for Waiver of Insurance Requirements" and
approved by Monroe County Risk Management.
Administration Instruction
1'.170')2
21
(
INSURANCE REQUIREMENTS
FOR
CONTRACT
BET\VEEN
MONROE COUNTY, FLORIDAc
AND
",
Prior to the commencement of work governed by this contract, the Contractor shall obtain
General Liability Insurance. Coverage shall be maintained throughout the life of the contract and
include, as a minimum:
. Premises Operations
. Products and Completed Operations
. Blanket Contractual Liability
. Personal Injury Liability
. Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$500,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$250,000 per Person
$500,000 per Occurrence
$ 50,000 Property Damage
An Occurrence Form policy is preferred. If co\'erage is provided on a Claims Made policy, its
provisions should include coverage for claims filed on or after the effective date of this contract.
In addition, the period for which claims may be reported should eh1end for a minimum of twelve
(12) months following the acceptance of work by the County.
The MO,nroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements,
GLl
~5
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, .
VEHICLE LIABILITY
INSURANCE REQUIRE1\1ENTS
FOR
CONTRACT
BET\VEEN . ,
MONROE COUNTY, FLORIDA
AND
',',
RecognIzing that the work governed by this contract requires the use of vehicles, the Contractor,
prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be
maintain'ed throughout the life of the contract and include, as a minimum, liability coverage for:
· Owned, Non-Ov.'11ed, and Hired Vehicles
The minimum limits acceptable shall be:
$100,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 50,000 per Person
$100,000 per Occurrence
$ 25,000 Property Damage
The Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
\1-1
1'1
./
LIQUOR LIABILITY
INSURANCE REQUIRE~IENTS
FOR
CONTRACT
,. .,.." .
BETWEEN
,"
MONROE COUNTY, FLORIDA
. _ - AND:
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Recognizing that the work governed by this contract involves the sales and/or distributicm'of alcoholic
beverages, the Contractor's General Liability Insurance policy shall include Liquor Liability With limits
equal to those of the basic coverage.
A separate Liquor Liability policy is acceptable if the coverage is no more restrictive than the
Contractor's General Liability policy.
The Monroe County Board of County Commissioners 'will be included as Additional Insured if a
separate Liquor Liability policy is provided.
G LLI Q
~9
LEASE AMENDMENT
Conch Flyer, Inc.
This is an amendment to a lease dated April 18, 1983 (hereafter the original
agreement) by and between the predecessor in interest to the Conch Flyer, Inc., (hereafter
Lessee), one Fred B. Sellers, Sr., and Monroe County, a political subdivision of the State of
Florida (hereafter County).
WITNESSETH
WHEREAS, additional security measures have rendered part of the Lessee's premises
unusable as part of a restaurant and lounge;
WHEREAS, the County desires to make available space at KWIA equivalent to that
lost by the Lessee due to additional security measures; now, therefore
IN CONSIDERATION of the mutual promises and covenants set forth below, the
parties agree as follows:
1. The original agreement, and amendments dated January 23, 1985, October 7,
1992 and April 8, 1998, are attached to this lease amendment and made a part of it.
2. The description of the Lessee's premises set forth in Article I, paragraph A.1,
of the original agreement is modified by Exhibit A which is attached to and made a part of
this lease amendment. The parties agree that Lessee's premises now consist of those
depicted in Exhibit A.
3. In all other respects the original agreement, as amended, remains in full force
and effect.
4. This lease amendment will take effect on the signature date of the last party
to execute it.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year
indicated below.
(SEAL)
AlTEST: DANNY L KOLHAGE, CLERK
BYCJ~
II ~puty Clerk
Date ~ I~ Z,DOj
By
Title
Date
jairportconchflyer
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA ~ ."
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By A,... '~/u '. ~~
Mayor/Cha~ w Q
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(SEAL)
Attest:
EXHIBIT 'A'
AIR SIDE AND LAND SIDE LEASE AREAS
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SWORN STATEMENT UNDER ORDINANCE NO. 10-1990
MONROE COUNTY. FLORIDA
ETHICS CLAUSE
J:h N K I r \-yyy--, (""\ IU~
warrants tha@it has not employed, retained
or otherwise had act on~/its behalf any former County officer or employee in violation of
Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County
may, in its discretion, terminate this contract without liability and may also, in its discretion,
deduct from the contract or purchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to the former County officer or employee.
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c'/ // . signature) c--/
Date: \d ' \ I ()~
STATE OF "'\.-\0'<: \ D]\
COUNTY OF \'f\O\),\ 08
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
~o\\" .~ ~O(\ '\'<\0\\6
who, after first being sworn by me, affixed his/her
signature (name of individual signing) in the space provided above on this \ S-\
day of
Dee -~ '\\\ \:Je ('
,20~.
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My commission expires: - 8\:- 9-1005
OMB - MCP FORM #4
l ......,,, MICHELLE M~RPL~82976
4'tr:A.MV~~'.::. MY COMMISSION # CC 5
:..: :*: EXPIRES' February 26, 200 .
=...... :~; N tory Public Underwnters I
"~k'.F'''::'~~ Bonded ThnJ 0
'/j,RII'w
PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for public entity crime may not submit a bid on a
contract to provide any goods or services to a public entity, may not submit
a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real
property to public entity, may not be awarded or perform work as a
contractor, supplier, subcontractor, or consultant under a contract with any
public entity, and may not transact business with any public entity in excess
of the threshold amount provided in Section 287.017, for CATEGORY
TWO for a period of 36 months from the date of being placed on the
convicted vendor list."
~
LEASE AMENDMENT
KWIA
Conch Flyer, Inc.
This is an amendment to a lease dated April 18, 1983 (hereafter the original
agreement) by and between the predecessor in interest to the Conch Flyer, Inc., (hereafter
Lessee), one Fred B. Sellers, Sr., and Monroe County, a political subdivision of the State of
Florida (hereafter County).
WITNESSETH
IN CONSIDERATION of the mutual promises and covenants set forth below, the
parties agree as follows:
1. The original lease agreement between the parties (and Lessee's predecessor),
and amendments dated January 23, 1985, October 7, 1992, April 8, 1998, and December
17, 2003 are attached to this lease amendment and made a part of it.
2. The term of the original lease agreement is extended from January 23, 2005
through January 22, 2010, as authorized by the April 1998 amendment to the original lease
agreement.
3. In all other respects the original lease agreement, as amended, remains in full
force and effect.
4. This lease amendment will take effect on the signature date of the last party
to execute it.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year
indicated below,
lSEAL)
AlTEST: DANNY L. KOLHAGE, CLERK
BYC;;~
~ eputy Clerk
Date 7 /1, t,.at> '1
""SA~'f~~,, MICHELLE MARPLE
f:f'~"f;'-.; MY COMMISSION # CC 982976
\:i'~'i!-J EXPIRES: February 26, 2005
~'~,?f.I~~~" Bonded Thru Notary Public Underwnters
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA ~
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By~ (~ gj
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CONCH FLYER, INC. r- ~ .. C
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itle ~':::i/Z)c;A.,)/
(SEAL)
Attest:
By \0\~,~~
Title \ ~~:e, \co
Date LA.. ~ - ()..\.
jairconchflyerX
MONROE COUNTY ATTORNEY
A P A TO FORM:
N, WOLFE
T ~~]: ATTORNEY~
LOBBYING AND CONFLICT OF INTEREST CLAUSE
SWORN STATEMENT UNDER ORDINANCE NO. 010-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
warrants that he/it has not employed, retained
or otherwise had act on his/its behalf any former County officer or employee in violation of
Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County
may, in its discretion, terminate this contract without liability and may also, in its discretion,
deduct from the contract or purchase price, or otherwise recover, the full amount of any fee,
Date:
,y, /~ ' ;)..oo.y
STATE OF "-\0'(' \ \)~
COUNTYOF ~\\'\oej
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
who, after first being sworn by me, affixed his/her
signature (name of individual signing) in the space provided above on this \ d +n day of
A~\\ \
~ ll''l0~~(L <<l~Q Q
\ NOTARYPUBiliC
,2003.
My commission expires:
....',..~u;"'1.
19At!\..P~.
~*:' ~*:
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.-'1i-........'l'"
~'.,,9fllf~e.,.
MICHELLE MARPLE
MY COMMISSION # CC 982976
EXPIRES; February 26, 2005
Slx'I(ied Thru Notary Public Underwriters
OMB - MCP FORM #4
PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for public entity crime may not submit a bid on a
contract to provide any goods or services to a public entity, may not submit
a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real
property to public entity, may not be awarded or perform work as a
contractor, supplier, subcontractor, or consultant under a contract with any
public entity, and may not transact business with any public entity in excess
of the threshold amount provided in Section 287.017, for CATEGORY
TWO for a period of36 months from the date of being placed on the
convicted vendor list. "
,..,,/.........-------.
THE CONCH FLYER RES'I'JlUIUIN'I'
3495 South Roosevelt Blvd. Key West FL 33040
Phone 305-296-6333 Fax: 305-293-9196
February 28,2004
Bevette Moore
Airport Business Administrator
Key West International Airport
3495 S. Roosevelt Blvd.
Key West, FL 33040
Dear Bevette,
Per our lease agreement addenda dated October 7, 1992 and January 23, 1985, this letter is to notify
the county of our intent to exercise our additional5-year term renewal option to go into effect on
January 23, 2005.
We have enjoyed our relationship with the county and its administrators and look forward to
continuing it in the future.
Thank you for your efforts and cooperation.
Sincer~ly, .', --., .._____.
( ). .' )
, (-. /I-"':"~
--><:;~
John Richmond ~
Conch Flyer, Inc.
Cc/file/registered mail
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LEASE AMENDMENT
KWIA
CONCH FLYER, INe.
This is an amendment to a lease dated April 18, 1983 (hereafter the original agreement) by and
between the predecessor in interest to the Conch Flyer, Inc., (hereafter Lessee), one Fred B. Sellers, Sr.,
and Monroe County, a political subdivision of the State of Florida (hereafter County).
WITNESSETH
WHEREAS, Key West International Airport terminal building is under contract to undergo
renovation and expansion of its current facilities; and
WHEREAS, Conch Flyer, Inc., currently holds a lease for food service facilities within the Key
West International Airport Terminal Building through January 22,2010; and,
WHEREAS, the terminal expansion and renovation project will require a substantial investment by
Conch Flyer, Inc., in order to properly equip and outfit the food services facility within the newly
renovated and expanded airport terminal building; and,
WHEREAS, Conch Flyer, Inc., has applied for financing with First State Bank in order to fund the
outfitting of the new food service facilities; and,
WHEREAS, First State Bank has indicated by letter dated January 26,2006 that Conch Flyer, Inc.,
will need to obtain a lease extension in order to properly amortize the loan; and;
WHEREAS, Conch Flyer, Inc. will need to expend at least one million Dollars($I,OOO,OOO) in
order to properly outfit and equip the new food services facility; now, therefore,
IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as
follows:
1. The original lease agreement between the parties (and Lessee's predecessor), and
amendments dated January 23, 1985, October 7, 1992, April 8, 1998, December 17,2003 and
May 19,2004 are attached to this lease amendment and made a part of it.
2. The term of the original lease agreement is extended form January 23, 2010 through
January 22, 2030.
3. Article ill - RENTAL CHARGES, subsection A.1(a) of the original lease is amended to
read as follows:
(a) That Lessee agrees to pay 10% of gross proceeds or receipts each month but no
less than a guaranteed $2,000 per month.
Beginning with the July 2008 monthly rental payment, Lessee agrees to pay
10% of gross proceeds or receipts each month but no less than a guaranteed
$6,000 per month.
4. Conch Flyer, Inc. agrees to properly outfit and equip both the food service facilities and
their associated food preparation areas by expending one million dollars ($1,000,000) for such
purposes by the completion date of the Key West International Airport - New Terminal Building
And Renovation Project.
5. If Conch Flyer, Inc. fails to properly outfit and equip both the food service facilities and
their associated food preparation areas by expending one million dollars ($1,000,000) for such
purposes by the completion date of the Key West International Airport - New Terminal Building
And Renovation Project, this amendment shall become void.
6. In all other respects, the original lease agreement, as amended, remains in full force and
effect.
7. This lease amendment will take effect on the signature date of the last party to execute it.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first
above written.
(SEAL)
ATTEST:D~L.KOLHAGE,CLERK
By G:-.@.,,~
Deputy Clerk
Date ~~ 11, 2.~O ~
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By
Witnesses
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v
Thueni7~Ved as to form by:
Pedro 1. Mere 0, Esq. - ~
~t C ty Attorney
:Florida Bar 'No. : 0084050
P.O. Box 1026
Key West, FL 33041-1026
(305) 292-3470
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'l'HE CONCH FLYER RES'I'JlUIUIN'I'
3495 South Roosevelt Blvd Key West, FL 33040
Phone 305-296-6333 Fax: 305-293-9196
March 5, 2006
Mr. Peter Horton
Monroe County Director of Airports
Key West International Airport
Key West, FL 33040
Subject: Lease Extension of Conch Flyer Restaurant
Dear Peter,
As requested in our last series of meetings, please find enclosed a copy of the most recent lease amendment
cover page extending our lease till January 22nd, 2010. This is the most current document in our lease file.
As we have discussed, we are requesting our lease be extended an additional 20 years (January 2200 2030) in
order to amortize our build out investment of over one million dollars. To date, I have invested over $25,000
in architectural and design fees on our new project but in order to secure further financing from our lending
institution, they will require a signed extension to our lease. First State Bank has given preliminary approval
to our loan pending our lease extension. I have enclosed a letter from Diane Gibson and Kurt Lewin detailing
their requirements.
At current rates of interest on commercial monies, I cannot see a practical way to amortize this amount of
debt within a shorter time frame and still be able to provide the traveling public with "reasonably priced"
food and beverage service. As you and I both agreed, we don't want the type of airport "clip joint" that sells
$12 hamburgers. I feel that with this extension, we will be able to maintain our established prices and quality,
while still being able to service our debt.
Again, my thanks to you and all the other professional we have worked with for the past two years to get to
:;:2J/too~~)~rel~OOWP'
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Conch Flyer, Inc.
Cc/file
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www.key.1Jaak.coa
January 26, 2006
,,.
,,.
John Richmond
C/O Conch Flyer Inc.
3495-B S Roosevelt Blvd.
Key West FL 33040
- RE: Finaricil1g-ReqUeSt
Conch Flyer, Inc.
Dear John:
It was my pleasure to meet with you recently to discuss my assistance with your
financing needs for the renovation of your restaurant at the Key ~ est Airport.
I attended the ground-breaking ceremony and First State Bank is very excited about
this beautiful remodeling of the airport facility.
At the time we met, I handed to you a checklist of items that we will need to process your
loan request and had discussed needing a copy of your existing lease. In checking with
our Senior Lending Officer, Kurt Lewin, I was advised that we will also require a copy of
your lease extension.
I look forward to working with you on this project and to help you secme your financing.
If you should have any questions, please feel free to contact me at (305) 293-6800.
Sincrely,
1XMwg,GU~
Diane J. Gibson _
Vice President
Branch Manager
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,.
Itey west 0IIlc:eat Main. Boulevard. Key West Winn Dixie. Old Town, Stock Island
Lower & MlMle ~Dftkee: sugarloaf. SummerJand. Rig Pine Annex. Big Pine Wlnn Dixie. Marathon
opper Keys Offker. Islamorada, Key Largo. Key Largo 'n'adewinds Plaza
G228 7102 PrInted on recycled peper,
CONCH FLYER RESTAURANT RENTAL PROPOSAL:
Analysis of New Restaurant Square Footage Charges:
Dining Room, Cocktail Lounge Sq/ft:
Kitchen, Storage, and Prep Area
2770.
1205
TOTAL SQUARE FOOTAGE:
3975
Dining Area and Customer Service Areas:
Kitchen, Storage, and Prep Area
440
525
TOTAL SQUARE FOOTAGE:
965
Dining Area and Customer Service Areas:
925
TOTAL SQUARE FOOTAGE:
925
TOTAL INTERIOR SQUARE FOOTAGE:
TOTAL EXTERIOR SQUARE FOOTAGE:
TOTAL INTERIOR AND EXTERIOR SQUARE FOOTAGE
4900.
925
5825
PROJECTED INCOME FROM OPERATIONS:
Main Restaurant: (assuming a 20% increase in operations)':
Beach and Patio: (Estimated on Projected Traffic Flow)
Contribution to Capital Improvements (Long term Debt)
TOTAL REVENUES TO TENANT SPACES:
$70,373. 18
$36,500.00 L-
$96,671.16 "'-
$203,544.32
Revenue per Square Foot: (Proposed)
Interior Square Footage ( $37.00 per ft/sq) $181,300.00.
~)C. ~terior Square Footage ($24.00 perft/sq} ...BCAQU $22,200.00
---
RENT PROPOSAL:
We propose that the current rent obligation of 10% of Gross Sales from revenue operatio
continue in the new lease agreement. It is our projection that the increase in traffic flow tc
restaurant and the addition of the second location in the departure lounge will offset the in
rent and costs and stll provide the County with the require square foot revenues in needs.
As in the existing lease, the tenant would receive credit over the lease term for monies im
in capital improvements. We would also be agreeable to the Monthly minimum specified i
existing lease agreement be raised from its present level of $2,000 to $6,000
CONCH FL YER RESTAURANT
Three year Sales Analysis
January
February
March
April
May
June
July
August
September
October
November
December
TOTALS:
January
February
March
April
May
June
July
August
September
October
November
December
TOTALS:
~
~
$43,965_57
$47,999_21
$53,085.74
$42,610.21
$42,302_77
$40,826,71
$34,459.68
$30,832.36
$35,043.92
$39,553,11
$39,684_14
$36,510.00
$486,873.42
4-
2Od.
$43,408,96
$54,133.34
$51,107.73
$40,154.86
$41,855.60
$39,004.59
$36,993.26
$26,172.26
$32,654.95
$41,876.73
$46,049.35
$33,144,64
$486,556.27
RENT PAID RENT PAID
$4,726.30 $4,666.46
$5,159,92 $5,819.33
$5,706.72 $5,494.08
$4,580.60 $4,316,65
$4,547.55 $4,499.48
$4,388.87 $4,192.99
$3,704.42 $3,976.78
$3,314.48 $2,813,52
$3,767.22 $3,510,41
$4,251,96 $4,501.75
$4,266.05 $4,950.31
$3,924.83 $3,563,05
$5433a89 $54304.80
AVERAGE MONTHL Y RENTAL:
6"
20K
$47,530.42
$54,083,89
$68,192.54
$52,614.63
$49,885.16
$41,610.40
$44,156.40
$41,952.19
$22,451.80
$39,464.23
$42,720.29
$40,866,62
$545,528.57
RENT PAID
$5,109.52
$5,814.02
$7,330_70
$5,656,07
$5,362,65
$4,473.12
$4,746.81
$4,509.86
$2,413,57
$4,242.40
$4,592.43
~1g~
58,~.32
$4,535.78
MIMIMUM REQUIRED IN LEASE AGREEMENT
MINIMUM RENT PER SQ/FT REQUIRED: (2822ft/sq)
$2,000.00
$8.50
AVERAGE
$44,968.32
$52,072.15
$57,462.00
$45,126.57
$44,681.18
$40,480.57
$38,536.45
$32,985,60
$30,050,22
$40,298,02
$42,817.93
$36,840.42
RENT PAID
$4,834.09
$5,597.76
$6,177.17
$4,851.11
$4,803.23
$4,351.66
$4,142.67
$3,545.95
$3,230.40
$4,332,04
$4,602.93
$3,960.35
$54,429.34
per FtlSq.
ESTIMATED PAYMENT TO AMORTIZE DEBT:
$1,000,000 @ 7.5% 20 Year Schedule
ARTICLE III - RENTAL CHAltGES
A.l The Lessee agrees to pay the Lessor at places so designated
by the Lessor for the use of these premises, facilities, rights,
I<
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-
ment 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 agree~ to pay on or before the l5th
day of each month following the last day of ea~h calendar month
throughout the leasehold term the following:
(a) That Lessee agrees to pay 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 crfi!git 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
recaptured in accordance with a list of the same attached hereto
and markad Exhibit "B" and approved by both tha Lessor and Lessee. ~
-2-
---
Il
~ 1.724 s~uare foot Coc~tail Lounge. Restaurant and Coffee
ShoP and a 1.098 s~uare foot ~itche~. ~ashroOms. utility
area. all located ~ithin the passenger terminal building
at the Key West InternatiOnal ~irport. Key West. Florida.
~lso to include the area bet.,aen the Ai.".."'t ~..r"""nal and
to,the western edge of the fire accesS roed located
adjaCent to the 1?, ll.~' lluilding and the ,ar1<ing raG1\> in
front of the Terminal reflected on the ,lans made a part
hereof and mar~ed EJlhibit "~". It is understood that nO
major structural or design change shall be made from
E"hibit ..~.. or shsll be begun e""ept .....th ""itU" consent
of Lessor.
gift~~-~JII!"l
liqUOr license 6 COl? NO, 54-515 from a third party to the LeSsee
upon the eJlecution and delivery of this lease. That said retail
liquor license shall not be transferred from the present location.
namely. Rey West InternatiOnal ~irport. Rey West. Florida, Fur-
ther. that in the event this lease shall e"pire 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 eJlecute ~hatever doc~ents maY be required to
transfer the said retail li~uor license to the Lessor. or to such
1"'1:son or persons as LeSsor maY designate, Further. it being fully
and bet--- all pSJ"pes to this lease.
...,. ..... ~ .. .".. ~ bUt
_/.,,_s.....t~fi 0~> .t.j-.1..
~.3 That the Lessor shall cause the transfer for the retail
LEASE AMENDMENT
KWIA
Conch Flyer, Inc.
This Is an amendment to a lease dated April 18, 1983 (hereafter the original
agreement) by and between the predecessor in interest to the Conch Flyer, Inc., (hereafter
Lessee), one Fred B. Sellers, Sr., and Monroe County, a political subdivision of the State of
Florida (hereafter County).
WITNESSETH
IN CONSIDERATION of the mutual promises and covenants set forth below, the
parties agree as follows:
1. The original lease agreement between the parties (and Lessee's predecessor),
and amendments dated January 23, 1985, October 7, 1992, April 8, 1998, and December
17,2003 are attached to this lease amendment and made a part of it.
2. The term of the Original lease agreement is extended from January 23, 2005
through January 22, 2010, as authorized by the April 1998 amendment to the original lease
agreement.
3. In all other respects the original lease agreement, as amended, remains In full
force and effect.
4. This lease amendment will take effect on the signature date of the last party
to execute it.
. ' ::'" nlWJTNESS WHEREOF, the parties hereto have set their hands and seals the day and year
iFldkatectbelOw .
'. '
lS~L),
A"rJEST: DANNY l. KOLHAGE, CLERK
BY~~
~ uty Clerk
Date 7 't &.-..,
m...,,~ MlCH8.LEUARPlE
J,.: . ~.\ MY caAMlSSION , CC 982976
~~ : ; EXPIRES: February 26, 2005
~i.~ _ThruNoIa<yP_IINlerw....
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA ~
~ 4fi% ~ ~ ;:
By (...... ~ !:!!
r -~J -
or/Chal'llJ~-' N ."
on. ...., 0
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CONCH FL VER, INC. r- fJ .. 0
Ue~~;~
(SEAL)
Attest:
<<\ .-
~e 'f,~~~~~o
Date ~ - 0\.
jalrconchflyerX
MONROE COUNTY ATTORNEY
P A TO FORM:
LOBBYING AND CONFLICI' OF INTEREST CLAUSE
SWORN STATEMENT UNDER ORDINANCE NO. 010-1990
MONROE COUNTY, FLORIDA
ETIiICS CLAUSE
warrants that he/it has not employed, retained
or otherwise had act on his/its behalf any former County officer or employee in violation of
Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 10-1990, For breach or violation of this provision the County
may, in its discretion, terminate this contract without liability and may also, in its discretion,
deduct from the contract or purchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to the f1
or
Date:
(signatw"e)
,yo /SJ. . ~oo..y'
STATE OF "-"0'(' \ \)~
COUNTY OF \\'a'<\ '\ oe.J
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
who, after first being sworn by me. affixed hislher
signature (name of individual signing) in the space provided above on this 'd. -\-n day of
_t\~\ " \
, 2003.
,~~ ~~- \. CL \'l\('l f'\DQ Q
-\ NOTARYP~\-
My commission expires:
Q) J<<.tElUMMPLE
= ; i"l MYCCMlSSIOtH CC982976
. ." EXPIRes: Febnay 26. 2005
" ..~", ~TIwu_"P_U__
OMB - MCP FORM #4
PUBLIC ENTITY CRIME STATEMENT
" A person or affiliate who has been placed on the convicted vendor list
following a conviction for public entity crime may not submit a bid on a
contract to provide any goods or services to a public entity, may not submit
a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real
property to public entity, may not be awarded or perform work as a
contractor, supplier, subcontractor, or consultant under a contract with any
public entity, and may not transact business with any public entity in excess
of the threshold amount provided in Section 287.017, for CATEGORY
TWO for a period of 36 months from the date of being placed on the
convicted vendor list."
/-
LEASE AMENDMENT
Conch Flyer, Inc.
This is an amendment to a lease dated April 18, 1983 (hereafter the original
agreement) by and between the predecessor in interest to the Conch Flyer, Inc., (hereafter
Lessee), one Fred B. Sellers, Sr., and Monroe County, a political subdivision of the State of
Florida (hereafter County).
WITNESSETH
WHEREAS, additional security measures have rendered part of the Lessee's premises
unusable as part of a restaurant and lounge;
WHEREAS, the County desires to make available space at KWIA equivalent to that
lost by the Lessee due to additional security measures; now, therefore
IN CONSIDERATION of the mutual promises and covenants set forth below, the
parties agree as follows:
1. The original agreement, and amendments dated January 23, 1985, October 7,
1992 and April 8, 1998, are attached to this lease amendment and made a part of it.
2. The description of the Lessee's premises set forth in Article I, paragraph A.l,
of the original agreement is modified by Exhibit A which is attached to and made a part of
this lease amendment. The parties agree that Lessee's premises now consist of those
depicted in Exhibit A.
3. In all other respects the original agreement, as amended, remains In full force
and effect.
4. This lease amendment will take effect on the signature date of the last party
to execute it.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year
indlcao,d below.
(SEAL)
AlTEST: DANNY L. KOLHAGE, CLERK
/?~
By ,WA't -
A pu~ Clerk
Date '.1 cA.. I'. l.ee"
(SEAL)
~~':-tDQ~~
jalrpor1x;o! lChfIyer
BOARD OF COUNlY COMMISSIONERS
OF MONROE COUNlY, FLORIDA ~ .~
~ >n~--~r=
/., ~~
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Mayor/Cha~ c,.) 0
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EXHIBIT' A'
AIR SIDE AND LAND SIDE LEASE AREAS
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SWORN STATEMENT UNDER ORDINANCE NO. 10-1990
MONROE COUNTY. FLORIDA
Enncs CLAUSE
~e1h~ K,.,.I~r.I-.J-::>
wanants tha@it has not employed, retained
or otherwise had act on@tits behalf any fonner County officer or employee in violation of
Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County
may, in its discretion, terminate this contract without liability and may also, in its discretion,
deduct from the contract or purchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to the former County officer or employee.
j-iJ ~.(-] ~)
.('/ /' signature)
Date: (ci . \ ' D~
STATEOF \.-\0'\, D)\
COUNTY OF \'f\O\")'( O~
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
~O\\ ~ ~ ,0(\ \<\O~ who, after first being sworn by me, affixed hislher
signature (name of individual signing) in the space provided above on this \ s,-\ day of
\)~ ~'<<\~'<' . 20~.
~-
hi~o
NOTARY~
My commission expires: - a'=' ~1o,05
OMB - MCP FORM #4
.~.. tiCHEUE MARflECC\lll2916
l'~ MY CQUNISSIO" I
j.; ':<I! ~ FtIl1\IIIY 26. \!OO!i
. . IloI8odllW-......~
PUBLIC ENTITY CRIME STATEMENT
itA person or affiliate who has been placed on the convicted vendor list
following a conviction for public entity crime may not submit a bid on a
contract to provide any goods or services to a public entity, may not submit
a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real
property to public entity, may not be awarded or perform work as a
contractor, supplier, subcontractor, or consultant under a contract with any
public entity, and may not transact business with any public entity in excess
of the threshold amount provided in Section 287.017, for CATEGORY
TWO for a period of 36 months from the date of being placed on the
convicted vendor list. "
(2lJ
AMENDMENT TO AIRPORT LEASE
This is an amendment to a lease dated April 18, 1983 (hereafter the original agreement),
by and between the predecessor in interest to the Conch Ayer, Inc., (hereafter lessee or
Tenant), one Fred B. Sellers, Sr.. and Monroe County. a political subdivision of the State of Aorida
(hereafter lessor) .
WITNESSETH:
That the original agreement, and the addenda to it dated october 7, 1992 and January
23, 1985. all of which are attached to and made a part of this amendment are hereby
amended os follows:
1.) Article II is amended to read:
The term of this lease is extended until January 22, 2005. The lessee may
renew the lease for one additional 5-year term by notifying the Lessor in writing on
or before July 22, 2004, of lessee's intent to renew. The Lessor may decline to
grant the renewal of this lease if, at any time during the period up to Ja.wore2, =-
~n::r: 5
2005, Lessee has committed, permitted, suffered or caused acts or omis~iat _..
(')' r- r-
oo- W
constitute a breach of this lease, regardless of whether the lessee eith~~ ~
-t.(')r- :It
the act or omission or the Lessor waived treating such act or omissi~~ a -II
,.. t:) eft
~""..
breach.
....,
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2.) Article 11\ A.l , second paragraph, is amended to read:
Lessee acknowledges. and consents to the disruption of its business
operations during the approximately fIrSt 18 months following the effective date
of this amendment because of the lessor's reconstruction of the terminal building
at Key West International Airport. Lessee agrees to make no claim against Lessor
for such disruption or any claim based on business lost during the period of
reconstruction. During the period of reconstruction the Lessee must make the
improvemenis to the premises set forth in exhibit A to this amendment. Exhibit A is
attached to this amendment and incorporated into it.
3.) Article III E, is hereby amended by the addition of the following:
lessee must also pay the lessor $75.00 per month for sewer service, which
amount will be increased annually by a percentage equal to the increase in the
c.p.i. rMiaml/Ft. Lauderdale are) for the previous year.
4.) Article III G, the last sentence, Is amended to read:
In the event lessor is obligated to participate in any court proceedings in
order to enforce any of its rights under this paragraph or to coRact its rentals, fees
and charges, lessor, if successful in pursuing such litigation, shall be entitled to an
additional amount in such sum as any District Court or Circuit Court having
competent jurisdiction shall determine as a reasonable marlcet value attorney's
fee.
5.) Article XIV, the insurance requirements, are amended to read:
The Lessee must keep In full force and effect during the term(s) of this
lease the insurance set forth in Exhibit B. exhibit B Is attached to this amendment
and incorporated into it.
6.) Article XXVI is hereby struck and is of no further force and effect.
7.J Article XX is amended to read:
ARTICLE XX - NOTICES
Notice 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
3491 South Roosevelt Boulevard
Key West, Florida 33040
and notice to lessee. if sent by certified mail, postage prepaid, addressed to:
2
John Richmond
Conch Ayer
3495 S. Roosevelt Boulevard
Key West, Florida 330.010
or to such other respective addresses as the parties may designate to each other
in writing from time to time.
8.) Article XXVII is amended to read:
A. The Tenant for himself, his personal representatives,
successors in interest, and assigns, as part of the consideration hereof.
does hereby covenant and agree that (1) no person on the grounds of
race, color, or national origin shall be excluded from partidpation in,
denied the benefits of, or be otherwise subjected to discrimination in the
use of said facilities, (2) that in the construction of any improvements on,
over or under such land and the furnishing of services thereon, no person
on the grounds of race, color, or national origin shall be excluded from
participation in, denied the benefits of, or be otherwise subjected to
discrimination, (3) that the Tenant shall use the premises in compliance
with all other requirements imposed y or pursuant to Title 49, Code of
Federal Regulations, Department of Transportation, Subtitle A, office of the
Secretary, part 21, Nondiscrimination in Federally-assisted programs of the
Department of Transportation-Effectuation of Title VI of the Civil Rights Act
of 1964, and as said Regulations may be amended.
That in the event of breach of any of the above
nondiscrimination covenants, Airport Owner shall have the right to
terminate the lease and to re-enter and as if said lease had never been
made or issued. The provision shall not be effective until the procedures of
Title 49, Code of Federal Regulations, Pat 21 are followed and completed
including exercise or expiration of appeal rights.
3
B. It shall be a condition of this lease. that the lessor reserves
until itself. its successors and assigns. for the use and benefit of the public,
a right of flight for the passage of aircraft in the airspace above the
surface of the real property hereinafter described, together with the right
to cause In said airspace such noise as may be inherent in the operation
of aircraft now known or hereafter used, for navigation of or flight in the
said airspace, and for use of said airspace for landing on. taking off from
or operating on the airport.
That the Tenant expressly agrees for itself, its successors and
assigns. to restrict the height of structures, objects of natural growth and
other obstructions on he hereinafter described real property to such a
height so as to comply with Federal Aviation Regulations, Part 77.
That the lessee expressly agrees for itself, its successors and
assigns, to prevent any use of the hereinafter described real property
which would interfere with or adversely affect the operation or
maintenance of the airport. or otherwise constitute an airport hazard.
C. This lease and all provisions hereof are subject and
subordinate to the terms and conditions of the instruments under which
the Airport Owner acquired the subject property from the United States of
America and shall be given only such effect as will not conflict or be
inconsistent with the terms and conditions contained in the lease of said
lands from the Airport Owner, and any existing or subsequent
amendments thereto. and are subject to any ordinances, rules or
regulations which have been, or may hereafter be adopted by the Airport
Owner pertaining to the Key West 'ntemational Airport.
D. Notwithstanding anything herein contained that may be,
or appear to be. to the contrary, it is expressly understood and agreed
4
that the rights granted under this agreement are nonexclusive and the
lessor herein reserves the right to grant similar privileges to another lessee
or other lessees on other parts of the airport.
9.) Article XXIX is hereby created to read:
Venue for any litigation arising under this agreement must be in a
Court of competent jurisdiction in Monroe County, Florida.
10.) Except as specifically provided in this amendment to the airport lease
agreement. the terms, conditions, obligation and duties of the original agreement and
".
-. o~dendoremain in full force and effect.
.".... ~ ............':. .
/I:"~.\ \\;..~ 1.)' This amendment to the airport lease will take effect on the date of the signature
~ ~~:;~~rty to execute it.
~. ' .",~-\. \..<;" ,.
...'''~~~:NNY L. ICOlHAGE, CLERK
By ~..rt~.M.. ,
pu lerk
Date:~'qg
F COUNTY COMMISSIONERS OF
ECOU ~.4~
Date:
pcon/amndcOnk.doc
B
5
EXHIBIT lA'
IMPROVEMENTS
The following is a list of capital improvements, repairs, replacements proposed to THE
CONCH FL YER RESTAURANT to be done during the construction phase of the Key
West Airport Terminal Renovation. The total cost of these improvements shall be born
by the lessee and will require NO COUNTY FUNDING.
The improvements made to the premises will include, but not be limited to:
A) Replacement of present Walk in Cooler refrigeration box and associated compressor
unit. Estimated cost (including labor)..,.....$15.942.00
B) Replacement of present Garland Gas Range, Salimander, Broiler and Oven units with
Garland high efficiency gas range units 42" griddle and double ovens Estimated cost
(including shipping, installation and disposal fees.............$9.532.00
C) Repair and instaIlation of new gas lines, tanks and gas regulator systems including gas
shut off emergency systems to replace irrepairable existing system. To be completed
and certified by Public Gas Inc. Estimated Cost: $2.500.00
D) Replace and install two new Frymaster gas deep fryers and associated Plumbing:
Estimated Cost: $3,600.00
E) Purchase of two replacement Reach in Freezer units by True Refrigeration:
Estimate cost of purchase and Wireing instaIlation:.........$13,500.00
F) Purchase ofHogisaki 1000 icemaker and stroage bin: Est Cost: $5,300.00
G) Replacement of all stainles steel prep tables (6) and purchase of storage racks
pan1ry shelves and misc. kitchen equiptment........Est Cost: $4,000.00
I) Replacement of a\c ducting, kitchen ceiling, clean up of existing electrical wiring
and installation of an additional 6 flourescent ceiling fixtures. Estimated Cost:
including labor: $6.000.00
J) Carpentry. electrical, and plwnbing to repair and replace kitchen wall areas due to
age, water damage, and install new dishwashing area Estimated Cost: $4.000.00
K) Replace existing lenolium kitchen floor with commercial grade Quany tile and
plumg for drainage Est Cost including labor and removal of old floor: $6,500.00
L) Upgrading and repairing existing 200 amp electrical service to 300 amps and
inspecting and repairing existing wiring to meet current needs and code: Est Cost
$3.000.00
M) Replace exisiting lenolium floor on observation deck with Quarry tile and Seal for
leaks Actual Cost: $3,655.00
N) Remove, repair, and install new landscapeing on the area facing Cape Air Trailer
Replace walkway, facade, and install 26 tons of screeting sand and landscape
-' timbers along with associated lighting and signage. Actual Cost: $6944.00
0) Remove, repair and install new undercounter sinks and refrigeration units behind
bar area and replace existing sinks, faucets, and,associated plumbing. Estimated
Cost: $3,600.00
P) Build and Install custom three piece 46 foot bar top with customs lamination and .
photographs Actual Cost: $4,400.00
Q) Replacement of66 (S135 ea) chairs and 30 (S114 ea) bar stOC}ls: Est Cost:
SI2,330.
0'
R) Carpet replacement in dining room and Customer waiting area: Est Cost: S2400.00
S) Replacement of 8 Ceiling fans and installation of 16 recessed can light to replace the
three existing hanging fixtrues Est Cost: S2, 100.00
T) Budgeted amount for miscellaneous supplys, tools, and non budgeted items and cost
overruns. Budgeted amount: $10,000.00
EXHIBIT "B'
INSURANCE
"
1996 Edition
I '
\~
MONROE COUNTY, FLORIDA
RISK MANAGEMENT
POLICY AND PROCEDURES
CONTRACI' ADMINISTRATION
MANUAL
General Insurance Requirements
for
Airport! Aircraft Activities
.,-,
Prior to the commencement of work governed by this contract (including the pre-staging of
personnel and material), the Vendor shall obtain, at his/her own expense, insurance as specified
in the attached schedules, which are made part of this contract. The Vendor will ensure that the
insurance obtained will extend protection to all Contractors engaged by the Vendor.
The Vendor will not be permitted to commence work governed by this contract (including pre-
staging of personnel and material) until satisfactory evidence of the required insurance has been
furnished to the County as specified below.
The Vendor shall maintain the required insurance throughout the entire term of this contract and
any extensions specified in any attached schedules. Failure to comply with this provision may
result in the immediate suspension of all activities conducted by the Vendor and its Contractors
until the required insurance has been reinstated or replaced,
The Vendor shall provide, to the County, as satisfactory evidence of the required insurance,
either:
. Certificate of Insurance
or
. A Certified copy of the actual insurance policy.
The County, at its sole option, has the right to request a certified copy of any or all insurance .
policies required by this contract. .
All insurance policies must specify that they are not subject to cancellation, non-renewa4
material change, or reduction in coverage unless a minimum of thirty (30) days prior notification
is given to the County by the insurer.
The acceptance and/or approval of the Vendor's insurance shall not be construed as relieving the
Vendor from any liability or obligation assumed under this contract or imposed by law.
The Monroe County Board of County Commissioners, its employees and officials will be
included as" Additional Insured" on all policies, except for Workers' Compensation.
Any deviations from these General Insurance Requirements must be requested in writing on the
County prepared form entitled "Request for Waiver of Insurance Requirements" and
approved by Monroe County Risk Management.
Administr:!tion Instruction
1f470').2
2.1
(
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETIvEEN'
MONROE COUNTY, FLORID.A:'
AND
.........
Prior to the commencement of work governed b)' this contract, 'the Contractor shall obtain
Gerieral Liability Insurance. Coverage shall be maintained throughout the life of the contract and
include, as a minimwn:
. Premises Operations
. Products and Completed Operations
. Blanket Contractual Liability
. Personal Injury Liability
. Expanded DefInition of Property Damage
The minimum limits acceptable shall be:
$500.000 Combined Single Limit (CSL)
If split limits are provided. the minimum limits acceptable shall be:
5250.000 per Person
$500,000 per Occurrence
$ 50,000 Property Damage
An Occurrence Form policy is preferred. If co\'erage is provided on a Claims Made policy, its
provisions should include coverage for claims filed on or after the effective date of this contract.
In addition, the period for "rbich claims may be reported should c>.1end for a minimum oftwelvc
(12) months following the acceptance of work by the County.
The Mo,u-oe County Board of County Commissioners shall be Damed as Additional Insured on
all policies issued to satisfy the above requirements. '
GU
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'. .
VEmCLE LIABILITY
INSURANCE REQUIRE1tIENTS
FOR
.......
Recognizing that the work governed by this contract requires the use of\rehic1es, the Contractor,
prior to.pe commencement of work, shall obtain Vehicle Liabili~ Insurance. Coverage shall be
main1ained throughout the life of the contract and include, as a mmimum, liability coverage for: '
· Owned, Non-Qwned, and Hired Vehicles
The minimum limits acceptable shall be:
$100,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 50,000 per Person
S100,000 per Occurrence
$ 25,000 Property Damage
The Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
H_I
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I
LIQUOR LIABILITY
INSURANCE REQUIREMENTS
FOR
CONTRACf
'BETWEEN .
MONROE cotJNTv, FLORIDA
'. - AND:- -
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ReCOgnizing that the work governed by this contract involves the sales and/or distribution" of alcoholic
beverages. the Contractor's General Liability Insurance policy shall include Liquor liabilitY With limits
equal to those of the basic coverage. '
A separate Liquor Liability policy is acceptable if the coverage is no more restrictive than the
Contractor's General Liability policy.
The Monroe County Board of County Commissioners v.rill be included as Additional Insured if a
separate Liquor Liability policy is provided.
GLLIQ
:-9
SECOND ADDENDUM TO AIRPORT LEASE
THIS SECOND ADDENDUM entered into this
7th
clay of
October, 1992. by and between MONROE COUNTY, a political subdivi-
sion of the State of Florida, hereinafter referred to as "Les-
sor," and JOHN RICHMOND, President of CONCH FLYER, INC. and FRANK
RICHMOND, Vice President of CONCH FLYER, INC., hereinafter
referred to as "Lessees."
WIT N E SSE T H:
That the Lease Agreement entered into between Lessor and
Lessees, dated April 18, 1983, and subsequently assigned to
Lessees by an Assignment and Addendum to Airport Lease, dated
January 23, 1985, is herein amended as follows:
ARTICLE II - TERM
This lease and all the rights herein granted shall become
operative and effective on the 18th day of April, 1983, and shall
end and terminate on the 17th day of June, 1994, unless sooner
terminated by provisions herein described.
Due to the anticipated construction of the new terminal
building at Key West International Airport (KWIA) , upon the
normal termination of this Lease, Lessees shall have the option
I.~' : Y ,. 'OHNG1.J
to continue to lease the premises described bereinqn a month to
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month basis only. Lessees shall exercise their option by notify-
9E: 6 rl v- A\fU (6.
_dU,,_..;...~ <JL,:1 O::r1i.i
-'u:; ..,OL:enC1;::J c:1::ered into this 2J!:'d day of J_,n'~:"!r":, A,D.
-1985, is retroactive to September 24, 1984. This Lessee assignor
herein, Fred B. Sellers, Sr. and the assignees hereof, John
Richmond, President of Conch Flyer, Inc.. and Frank Richmond.
Vice President of Conch Flyer, Inc.
:..'
WI! N E S S'E T R:
That for valuable consideration heretofore made from the
~.a~signee to the Lessee, the lease referred to herein be and the
. .....-.... .
same is her:by transferre~and assigned over, it being under-
stood as follows:'
1. That the aforesaid Conch Flyer.. Inc., with the consent
.
and direction of the Monroe County Commission, has become and is
the assignee of all right~, titles and provisions of that certain
,f
,lease entered into on the 18th day of April, A.D. 1983, by and
between Fred B. Sellers, Sr. and Monroe County, Florida, as per
Article XIX - Assignment and Subletting~
2. That said assignment took effect on September 24, 1984
and that the Monroe County Board of County Commissioners approved
the assignment on September 21, 1984.
3. The assignees hereby accept the foregoing lease subject
to a11 the terms and conditions thereof.
4. In all other respects. the lease heretofore assigned
remains in full force and effect.
IN WITNESS WHEREOF, we have hereto affixed our hands and
seals on the day and: year first above written.
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A1~,l-2~u
J.tnesses
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(Corporate Seal)
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S,;':l'e tat'y
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APPROVED BY HonROE COUNTY. STATE OF FLORIDA
COUNTY OF MONROE, STATE OF FLORID
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By ~'II~~.: '- ~~.~
Mayor an a4rman 0 t e
Board of County Commissioners
of Monroe County, Florida
"
(SEAL)
Attest:DAirnx L. KOLHAGE,- Clerk
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APf'nOVED AS TO FORM
t-it:: LEGAL SUFFIClEfiC't. , '?/
ai' AtrtJ;n~Y"$ Ofiic:' 0' \_, .f ")' t
ADDENDUM TO AIRPORT LEASE
This Addendum entered into on this 4th day of May
1984, by and between Monroe County, Florida, hereinafter referred
to as Lessor, and Fred B. Sellers, Sr., hereinafter referred to
as Lessee,
WIT N E S S-E T R:
That for and in consideration of the payment of Ten Dollars
($10) heretofore made by the Lessee to the Lessor, the following
Addendum is hereto made to that certain Lease between ~he6e
parties heretofore entered into on the 18th day of April, 1983.
1. That Article I. paragrapb A.4 is bereby amended to
permit and allow the Lessee to utilize a three-piece music combo
from 6:00 P.M. until 2:00 A.M. on Fridays, Saturdays and Sundays.
2. That Article I, paragraph A.I and Article III.
paragraph H, be and the same are hereby amended to permit the
construction of a patio roof on tbe north side of the facility
being rented herein tbat shall extend to the security fence
adjoining the commercial aircraft parking ramp. Since the Lease
provides for a cessation of tbe leased premises six (6) feet from
the security fence, no construction as provided in this provision
shall encroach upon that aforesaid six (6) foot setback from the
security fence. All of which is agreed to by the parties hereto.
IN WITNESS WHEREOF, tbe parties hereto have fixed their
hands and seals on the 4th day of
May
. A.D. 1984.
COUNTY O~NROE, STATE OF FLORIDA
If/' / ~
By I\.....c.,..........
Mayor and Ch~ a ~
of County Commissioners of -
Monroe County, Florida
(SEAL)
By
FRED B. SELLERS, SR.
Witness
Witness
BY
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".
WIT N E 5 SET 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 and
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, in consideration 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 and Cocktail Lounge within said
Terminal described 8S follows;
-2-
A 1,724 square foot Cocktail Lounge, Restaurant and Coffee
Shop and a 1,098 square foot 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 a8sess-
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
-3-
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.I 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, c011Dl1issions, and bureaus
which have an application to this type of operation.
B.3 The Lessee shall have 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
19~, 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-
ment 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 pay 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
recaptured 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
utilities required and maintenance.
F. Lessee shall provide all equipment or accessories needed
to operate a first-class restaurant and cocktail lounge, 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 termination 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
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 such 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, and 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 the event Lessor is obligated to partici-
pate in any court proceedings 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 agrees that 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
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 before being used.
I. The Lessee agrees to furnish a copy of the sales tax
records of said operation to the County Commission 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
to meet all the demands for its service at the Airport. Hours of
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
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 used in sub-sections I, 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,
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
-8-
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 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 of Lessor's
property or any improvements thereon or thereto where such use
of said property or ~provements are of a regular or permanent
nature as distinguished from temporary or transitory nature or
where such use is of such a nature as to constitute the perform-
ance of a commercial business at the 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
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 excepted, 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
-9-
abandon certain facilities which are 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 ~edi-
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.
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 agreed 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 exterior or 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
-10-
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.
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 fonn 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
Unproper 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 part 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
Unprovements 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 no event be liable
for any defects in the construction of the building.
ARTICLE IX - GOVERNMENTAL FACILITIES
It is expressly agreed that if 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-
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 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 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 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 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
-12-
within ninety (90) days after such damage or destruction, Lessor
fails to notify Lessee of its intention to repair or reconstruct
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 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 sixty
(60) days advance written notice to be served as hereinafter pro-
vided upon or after the happening of anyone of the following
events:
1. The filing by Lessee of a voluntary petition in bank-
ruptcy.
2. The institution of proceedings in bankruptcy against
Lessee and adjudication of Lessee as a bankrupt pursuant to such
proceedings.
3. The taking by a court of jurisdiction of Lessee and its
assets pursuant to proceedings brought under the provisions of any
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 Lessee 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
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.
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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 anyone of the
following events:
1. 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 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
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 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
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,
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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, 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 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 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 all of the terms, covenants, or 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 and 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 and observed by the Lessor.
ARTICLE XIV - INDEMNITY
Lessee agrees fully to indemnify, save and hold harmless,
the Lessor from and against all claims and actions and all ex-
penses 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, 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
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Lessor herein from such claims and actions aforesaid, Lessee agrees
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
anyone person, and $1,000,000 for anyone 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 the State 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
Lessor shall not be liable for any loss of or damage to said per-
sonal property, nor shall Lessor 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 XV - QUIET ENJOYMENT
Lessor agrees that, on payment 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-
ances and facilities granted herein.
ARTICLE XVI - 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 the agreement, all structures,
fixtures, furnishings, 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 re-
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newal or extension hereof, to remove any or all of its property
from the Airport; provided, however, that Lessee 1s 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.
ARTICLE XVII - DEFINITION OF TERMS
Whenever the term Federal Aviation Administration is used in
this lease it shall be construed as referring to the Federal Avia-
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 as 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.
ARTICLE XVIII - INSPECTION BY LESSOR
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 in the exercise of its govern-
mental functions. All such inspections shall be during business
hour 8.
ARTICLE XIX - ASSIGNMENT AND SUBLETTING
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 fore-
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 the consent of the Lessor. The Lessee
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shall file the names of the Corporate Officers with the County Com-
mission.
ARTICLE XX - 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 Sp.llerR, Sr
17 Diamond Drive
Kev 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
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 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 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
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Lessee hereunder unless the same terms, rights, privileges and
concessions are concurrently made available to the Lessee.
ARTICLE XXIV - 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 XXV - RESTROOM FACILITIES
All restrooms shall be open during the operating hours and shall
be maintained by the Lessor.
ARTICLE XXVI - RESTRUCTURING OF PARTY WALL
Subject to the plans and specifications agreed to by both the
parties hereto, the party wall between the leased premises and the
Terminal proper shall be restructured by the Lessee to provide for
glass partitions.
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
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-discrimination covenant.
ARTICLE XXVIII - INTERPRETATION OF LEASE
Nothing in this lease shall be 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
such governmental rights as Lessor possesses, except as is speci-
fically provided for herein.
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IN WITNESS WHEREOF, the parties hereto have caused this lease
to be executed as of the day and year first above written.
(Seal)
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(LESSOR)
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(LESSEE)