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03/24/1981T. F A C F THIS AGREEMENT OF LEASE is made and entered into on the 24th day of March , 1981, by and between the COUNTY OF MONROE, STATE OF FLORIDA, a political subdivision of the State of Florida, hereinafter referred to as Lessor, and PROVINCETOWN-BOSTON AIRLINE, INC., a Massachusetts Corporation authorized to do business in the State of Florida, hereinafter referred to as Lessee. W I T N E S S E T H: WHEREAS, Lessor owns an airport known as Key West Inter- national Airport located in Key West, Monroe County, State of Florida, herinafter called the "AIRPORT", and WHEREAS, Lessee is engaged in the business of air trans- portation with respect to persons, property, cargo and mail, and, WHEREAS, Lessee desires to install a fuel farm at the airport, NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants and agreements herein contained, and other valuable considerations, Lessor does hereby grant and lease unto Lessee, and Lessee does hereby hire and take from Lessor, certain premises in connection with and on the Airport, as follows, to -wit: ARTICLE I - PREMISES A. PREMISES LEASED. The Lessor does hereby lease to the Lessee that property described in Exhibit "A" attached hereto and made a part hereof at the Key West International Airport located in Key West, Monroe County, Florida, in accordance with the terms and conditions as set forth in this agreement. ARTICLE II - TERM This lease and all rights herein granted Lessee shall become operative and effective the lst day of January, 1981, and shall end on the 31st day of December, 1990, unless sooner terminated as hereinafter provided. Page 1 of 10 Pages ARTICLE III - RENTALS AND FEES Lessee agrees to pay Lessor at such places as Lessor may designate, the following rental, payable in monthly installments covering the ensuing calendar month and Security Deposit, a. Two hundred dollars ($200.00) on the first of each month beginning on the first day of January, 1981, and on the first of each month thereafter until the termination of this Lessee, plus applicable sales tax. . b. Security Deposits: Two hundred dollars, ($200,00). C. All payments shall be made payable to Monroe County, 500 Whitehead Street, Key West, Florida, unless Lessor directs otherwise. ARTICLE IV - TAXES AND ASSESSMENTS Lessee shall pay all taxes and assessments which may be lawfully levied by a duly constituted taxing body upon Lessee with respect to its operation at the Airport, and the Lease of these premises. ARTICLE V - DEFAULT FOR FAILURE TO PAY RENTALS, FEES AND CHARGES In the event Lessee fails to pay any rental on the first of each month, such failure shall be a default of this lease. Lessor may, at its option, immediately or at any time thereafter, enter into and upon the premises hereby leased or any part thereof and in the name of the whole, and repossess the same of Lessor's former estate, and expel Lessee and those claiming by, through or under it, and remove its effects, forcibly if neces- sary, 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. Further, if Lessee fails to perform any of the other covenants of this lease and such default shall continue for fifteen (15) days after notice thereof is given in writing by the County, or failure to correct any violation shall Page 2 of 10 Pages 6 continue for fifteen (15) days after notice thereof is given in writing by the County, or its agents or attorneys to said Lessee, the County may, at its option, forthwith declare this Lease forfeited, and may immediately re-enter and repossess said leased property, and any of the rents prepaid hereunder shall be forfeited by the Lessee, and in no way shall affect the collection of any other damages which may be due the County as a result of any of said defaults. 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 or Circuit Court having competent juris- diction shall determine as a reasonable attorney's fee. ARTICLE VI - 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 VII - 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 use of the Airport Terminal Building and appurtenances; provided that such rules and regulations shall not be consistent with this agreement nor with the safety and with rules, regulations and orders of the Federal Aviation Administration with respect to aircraft operations at the Airport and with procedures prescribed or approved from time to time by the Federal Aviation Administration with respect to the operation of Lessee's aircraft at the Airport. Lessor shall provide Lessee with a copy of such rules and regulations from time to time. Page 3 of 10 Pages ARTICLE VIII - CANCELLATION BY LESSOR The Lessor may cancel this agreement by giving Lessee sixty (60) days advance written notice to be served as hereinafter provided upon or after the happening of any one of the following events: 1. The _filing by Lessee of a voluntary petition in bankruptcy. 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. S. The divestiture of Lessee's estate herein by other operation of law. 6. The abandonment by Lessee of its conduct of air transportation at the Airport for a period of ninety (90) days. 7. The default by Lessee in the performance of any covenant or agreement herein required to be performed by Lessee other than failure to pay rentals, fees and charges when due for which provision is made in Article III F, and the failure of Lessee to remedy such default for a period of sixty (60) days after receipt from the Lessor of written notice to remedy the cancellation, as above provided, shall be of any force or effect if Lessee shall have remedied the default prior to Lessor's notice of cancel- lation. 8. 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 Lessee, for a period of at least ninety (90) days, from operating thereon for the carrying of passengers, cargo, and property. No waiver of default by the Lessor of any of the terms, covenants or conditions hereof to be performed, kept and observed shall be construed to be or act as a waiver of any subsequent default of any 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. Page 4 of 10 Pages ARTICLE VIX - CANCELLATION BY LESSEE Lessee may cancel this agreement any time that Lessee is not in default in its payments to Lessor hereunder, by giving Lessor sixty (60) days advance written notice to be served as hereinafter provided, upon or after the happening of any one of the following events: 1. Issuance by any court of competent jurisdiction of any injunction in any way preventing or restraining the use of the Airport or any part thereof for Airport purposes, and the remaining in force of such injunction for a period of at least ninety (90) days. 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 negligence or willful acts of fail- ure 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, how- ever, 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 cancel- lation. 4. The lawful. assumption by the United States Government of any authorized agency thereof of the operation, control or use of the Air- port and facilities, or any substantial part or parts thereof, in such a manner as sub- stantially to restrict Lessee, for a period of at least ninety (90) days, from operating thereon for the carrying of passengers, cargo, property, and United States Mail. 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 Lessee to cancel this agreement for failure by Lessor to so perform, keep or observe any of the terms, covenants or conditions hereof to be performed, kept or observed. No waiver of default by Lessee of any of the terms, covenants or conditions hereof to be performed, kept, and observed by the Lessor shall Page 5 of 10 Pages be construed to be or act as a waiver by Lessee of any subsequent default of any of the terms, covenants and conditions herein contained to be performed, kept and observed by the Lessor. ARTICLE IX - INDEMNITY Lessee agrees fully to indemnify, and save and hold harmless, the Lessor from and against all claims and actions and all expenses incidental to the investigation and defense thereof, based upon or arising out of damages or injuries to third persons or their property, caused by the negligence of Lessee, its agents or employ- ees, in the use or occupancy of the said leased premises, runways, ramps or common areas at the Airport by Lessee; provided, however, that Lessee shall not be liable for any injury or damages or less 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 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 $5003,000.00 for any one person, and $1,000,000.00 for any one accident; and for property damage in a sum not less than $200,000.00; 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. ARTICLE XI - QUIET ENJOYMENT Lessor agrees that, on payment of the rent and performance of the covenants and agreements on the part of the Lessee to be per- formed hereunder, Lessee shall peaceably have and enjoy the leased premises and all rights and privileges of said Airport, its appur- tenances and facilities granted herein. Page 6 of 10 pages ARTICLE XII - SURRENDER OF POSSESSION Upon the expiration or other termination of this lease of any renewal thereof, Lessee's right to use the premises, facili- ties, rights, licenses, services and privileges herein leased shall cease and Lessee shall forthwith upon such expiration or termina- tion surrender the same. Structures, fixtures, improvements, equipment and other prop- erty bought, installed, erected or placed by Lessee in, on or about the Airport and premises leased under this lease (such fix- tures, improvements and other property to include, without limiting the generality hereof, storage tanks, pipes, pumps, wires, poles, machinery and air conditioning equipment) shall at the expiration termination of the Lease become a part of the land on which it is located and title thereto shall thereupon rest in the Lessor. Provided further that Lessor reserves the right to require Lessee to remove such improvements and property at Lessee',s expense. ARTICLE XIII - DEFINITIONS OF TERMS Whenever the term Federal Aviation Administration is used in this lease it shall be construed as referring to the Federal Aviation Administration created by the Federal Government under the Federal Aviation Act of 1958, or to such other Federal Govern- ment authority as may be the successor thereto or to be vested with the same or similar authority. Whenever the terms "person" and "persons" are used in the lease, they shall be construed as including individuals, firms, corporations, and other legal entities. When in this agreement written approval by Lessor is required approval may be given to the Director of Airports for Lessor. Page 7 of 1.0 Pages ARTICLE XIV - 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 perfor- mance of its obligations hereunder, or in the excise of its governmental functions. XV - 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. XVI - NOTICES Notices to Lessor provided for herein shall be sufficient if sent by certified mail, postage prepaid, addressed to: Director of Airport, Monroe County Key West International Airport S. Roosevelt Boulevard Key West, Florida 33040 and notice to Lessee, if sent by certified mail, postage prepaid, addressed to: Provincetown-Boston Airline, Inc. Naples Municipal Airport Post Office Box 1073 Naples, Florida 33939 or to such other respective addresses as the parties may designate to each other in writing from time to time. ARTICLE XVI - 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 XVII — INVALID PROVISIONS In the event any covenants, condition or provision herein contained is held to be invalid by any court of competent juris- Page 8 of 10 Pages 0 diction the invalidity of any 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 XIX - 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 XX - 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 of the contrary herein not withstanding, as the United States may direct to enforce this non-discrimination covenant. ARTICLE XXI - INTERPRETATION OF LEASE Nothing in this lease shall be construed or interpretated 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 operation, maintenance, etc., of Airport property or in derogation of such government rights as Lessor possesses, except as is specifically provided for herein. ARTICLE XXII - RENTAL INCREASE The parties specifically agree that the rental rates previ- ously provided for herein shall increase automatically based upon the U.S. Department of Labor Consumer Price Index (U.S. City Average all items) using January, 1980, as the base period = 100 as compared to set index at the end of the twelve month period and applying such percentage increase to the monthly rental. All increases in rental will be computed annually after the first year of this lease and be used for the following year's rental. Page 9 of 10 Pages XIII - CONDITION "AS IS" The Lessee agrees to accept the premises which are exclusively leased to Lessee in "as is" condition and Lessor shall not be obligated to repair, maintain or renovate same. XIV - PURPOSE The parties specifically agree that the purpose for which the property is being leased is for the installation of a fuel farm by the Lessee at the Lessee's total cost and expense. Further, the Lessee agrees that said fuel farm shall be installed in accordance with all existing local, state and federal speci- fications and/or regulations. XXV - MAINTENANCE OF FUEL FARM The Lessee shall assure at all times during the term of this lease that the fuel farm which is to be installed upon the premises being leased be maintained in such condition that it complies with all local, state and federal specifications and/or regulations. IN WITNESS WHEREOF, the parties hereto have caused this lease to be executed as of the day and year first above written. COUNTY OF MONROE, STATE OF FLORIDA Y % c rman of the Bo,hrd of County Co issioners of Xonroe County, Florida (SEAL) Attest: ler PROVINCETOWN-BOSTON AIRLINE, INC. BY la President (CORPORATE. SEAL) Attest. r e t a ry e e5AAOA L;�L E , � oPyCENG Y" / Aftdnay'� � . s Page 10 of 10 Pages EXHIBIT "A" A parcel of land on the Island of Key West, Monroe County, Florida and being more particularly described as follows: Commence at the southeast corner of Tract 49 as recorded in Official Records Book G-66 at Page 148 of the Public Records of Monroe County, Florida, said Tract 49 also shown un-numbered (between Tract 47 and East Martello Tower) in the Plat of Survey as recorded in Plat Book 3, at Page 35 of the Public Records of Monroe County, Florida, said point being the easterly line of Tract 49 and the northerly Right -of -Way line (curb line) of South Roosevelt Boulevard; thence N62°3814711E for 1044.65 feet to the Point of Beginning; thence N87°14'S5"E for 73.84 feet; thence SO4°1413911E for 78.13 feet to the Point of Beginning; containing 0.13 acres more or less.