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Resolution 364-1985 Art Skelly Director of Airports RESOLUTION NO. 364 -1985 A RESOLUTION AUTHORIZING THE MAYOR AND CHAIRMAN OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, TO EXECUTE AN AGREEMENT BY AND BETWEEN THE COUNTY OF MONROE AND ISLAND CITY FLYING SERVICE, INC., IN CONNECTION WITH USE OF THE KEY WEST INTERNA- TIONAL AIRPORT. BE IT RESOLVED BY THE MAYOR AND COUNTY COMMISSION OF MONROE COUNTY, FLORIDA, that the Mayor and Chairman of the Board of County Commissioners of Monroe County, Florida, is hereby au- thorized to execute an Agreement by and between the County of Monroe and Island City Flying Service, Inc., a copy of same being attached hereto, in connection with use of the Key West Interna- tional Airport. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 20th day of December, A. D. 1985. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA -. A~ By ~.~~;;~- ~:~ (SEAL) Attest: DANNY L. KOLHAGE Clerk ~ . ~ , /'-) - L,/.~ ~ - j)/1 \'0:.4 ~ /~~~ /. ~, / APPROVED AS TO FORM AND LEGA SUFFICIENCY. B A G R E E MEN T pay of ~(,(/J'71}yC"__ THIS CONTRACT OF LEASE is made and entered into on the ~~h , 1985, by and between the COUNTY OF MONROE, STATE OF FLORIDA, a political subdivision of the State of Florida, hereinafter referred to as Lessor, and ISLAND CITY FLYING SERVICE, INC., a corporation organized and existing under the laws of the State of Florida, hereinafter referred to as the Company. WIT N E-S SET H: WHEREAS, Lessor owns arl airport known as the Key West International Airport located in Key West, Monroe County, State of Florida, hereinafter called the "AIRPORT", and WHEREAS, the Company is a corporation primarily engaged in commercial aeronautical activities and the general activities of &-full service fixed base operation, and WHEREAS, the conduct of quality fixed base operator services as hereinafter s~t forth is advantageous to the operation of said "Airport" for public airport purposes, and WHEgEAS, Lessee desires to obtain certain rights, services and privileges in connection with the use of the Airport and its facilities; and the Lessor is willing to grant and lease the same to Lessee on a non-exclusive basis upon the terms and conditions hereinafter stated, 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, facilities, rig~ts, licenses, services and privileges 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 space as marked as enclosed on 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. B. USE OF THE AIRPORT. Lessee shall be entitled to use, in common with others authorized to do so, the Airport and appurte- . nances, together with all facilities and equipment. .' C. COMMERCIAL AVIATION USE AND PRIVILEGES. The Company shall have the non-exclusive right in connection with its use of the lease premises and subject to the conditions provided in this Lease Agreement and/or contained in the Monroe County Minimum Standards for Fixed Base Operators, as amended from time to time, to engage in the following commercial aviation activities: a. The unloading and loading of aircraft in any lawful activity as incidental to the conduct of any services or op- erations outlined in this section. b. The maintenance, storing and servicing of aircraft which shall include overhauling, rebuilding, repairing, inspecting, licensing, flying, purchasing and selling including parts, equipment ?nd accessories thereof. '. c. The sale of aircraft fuels, lubricants and propellants at the Airport. The sale of said fuel, lubricants and pro- ~ pellants-at any locations shall include the right to use vehicles necessary for the servicing of aircraft provided they are oper- ated in accordance with reasonable rules and regulations estab- lished by the Lessor. d. The operation of a business of buying and selling new or used aircraft, aircraft parts and accessories thereof and avi- ation merchandise and equipment of all descriptions either at ~ retail, wholesale or as a dealer or distributor. e. ,The rental of aircraft. f. The operation of air transportation and/or charter services for the transportation of passengers, cargo and mail. g. The operation and-sale of air taxi, ambulance and sightseeing services. h. The operations and sale of aerial surveying, photograph- ic and mapping services. i. The operation of flight instruction services in accor- dance with Federal Aviation Administration standards. 2 j. The maintenance of coin-operated vending machines on the leased premises. k. Any other aeronautical activity, of any category, .' permitted by the Minimum Standards for Fixed Base.Operators, as amended from time to time, upon the conditions stated therein. If Lessee desires to engage in a legitimate aeronautical activity not provided.for in the Minimum Standards for Fixed Base Opera- tors, it shall apply in writing to the Lessor for an amendment to such Standards, and such Standards may be amended to allow, with appropriate conditions, any legitimate aeronautical activity which will not be adverse to the public interest or the safe and efficient operation of the Airport. D. GENERAL RIGHTS AND PRIVILEGES. The Company shall enjoy the following general non-exclusive rights on the Airport prem- ises subject to the conditions provided in this 'Lease Agreement and/or con~ained in the Minimum Standards for Fixed Base Opera- ..tors, as amended' from time to time: a. ,The general use of all public facilities and improve- ~ ments which are now or may hereafter ge connect with or appurte- nant to the Airport to be used by Company for the general avi- ation commercial activities contemplated hereunder. For the purpose of this Lease Agreement public airport facilities shall mean all necessary landing area including but not limited to approach areas, runways, taxiways, aprons, aircraft parking areas, and all roadways, sidewalks, navigational aids, lighting ~ facilities or other public facilities appurtenant to the Airport. Such use,of public facilities by company shall be in all ways and at all times subject to control by the Monroe County Director of Airports or acting Airport Director, as well as all applicable laws and Federal Aviation Administration rules and'regulations. b. The'right of ingress to and egress from the demised premises over airport roadways including the use of common used roadways subject only to such reasonable rules and regulations as may be established by the Lessor and its Director of Airports. c. The right to install, operate and maintain, repair and store on the leased premises all equipment necessary for the 3 conduct of Company's business, ~ncluding identifying signs which shall be subject to the written prior approval of the Lessor in the interest of safety and convenience of all concerned, which .' approval shall not be unreasonably withheld. d. The use in common with others of the public a~rport parking area for automobiles and/or aircraft subject to revenues imposed gene~ally, control by the Director of Airports and all applicable laws and Federal Aviation Administration rules and regulations. e. The Company shall not exercise any rights or privileges described in this Section of this Lease Agreement in any manner which, in the opinion of the Director of Airports, restricts in any way the exercise of the same rights by others. Company shall use its owns leased premises, whenever practical and feasible, for automobile and aircraft parking. E. MlNIMUM REQUIRED SERVICES AND INVESTMENT. As part of >'the consideration hereunder, Company shall, when and as request- ed, provide at a minimum those services, facilities, and func- tions required by the Minimum Standards for Fixed Base Operators, ~ as amended"from time to time, as conditions of each aeronautical activity engaged in by Company. F. TERM. This Agreement shall be binding upon execution and the term and rentals hereunder shall commence on ~~~ulr4 I) l 1~~ The term of this Agreement shall be J for a period of five (5) years. ~ G. RENT. The National Consumer Price Index (CPI) at the effective date of this Agreement shall be considered as the base CPI; and the. CPI on the date redetermination is required shall be considered as the new CPl. The New Rent shall be determined as follows: New CPI New Rent = Base Rent x Base CPI Base rent shall be computed at the rate of 10.2 cents per square foot for the 5.97 acres of land leased pursuant to this . agreement, less the acreage used as county easements. Each subsequent redetermination shall be made in the same manner except that the Base Rent and Base CPI shall be the New 4 Rent and New CPI from the previ~us redetermination. a. Regardless of the percentage increase in the National . Consumer Price Index, the monthly rental payable hereunder shall " be redetermined at least every year in the same manner as provid- ed in the preceding paragraph. b. During the five (5) years of this Agreement, the Company shall have a -credit toward its monthly rent determined on a pro-rata basis per month for the term of this lease, the amount of said credit to be determined as follows: (1) Construction of a customer automobile paved parking lot to acc6modate thirty (30) automobiles, the commencement of which shall begin within 180 days from the time this lease is fully executed. (2) Construction shall be in accordance with plans and specifications as provided and approved by the Lessor. (3) The total cost of said improvemerit shall be approved in writing by the Lessor prior to construction. (4) It is hereby provided that all con- struction based on. this paragraph, for which the Company is to receive credit, ~ shall be done only on competitive bidding under notice and bid conditions approved by the Airport Manager. H. FUEL FLOWAGE FEES. The Lessor shall be entitled to collect and Company agrees to pay, as additional consideration under this Agreement, all fuel flowage fees as are imposed generally by the Minimum Standards for Fixed Base Operators, as amended from time to time. The fuel flowage fee shall be three cents (3C) per gallon upon commeucement of this Lease Agreement and shall be paid by the fifteenth (15th) day of each month for each gallon of aircraft fuel rece~ved or bought by the Company at the Airport during the preceding month, less the number of gallons pumped that month into aircraft exempt fro~ fuel flowage fees pursuant to agreement with the Lessor. Company shall provide to Lessor by the 10th day of each month a report of all aircraft fuel received or bought during the preceding month and all aircraft fuel pumped into exempt aircraft during the preced- .ing month, which report shall include copies of invoices supporting both amounts. Company shall authorize all of its suppliers to furnish to the lessor any information requested by 5 the Lessor concerning fuel deliveries to the Company. The fuel flowage fee will be reviewed every five (5) years and may be increased to compensate for improvements made at the Airport that .' benefit the ,Company. I. MAINTENANCE. The Company shall make its own ~rrange- ments for janitorial services including the care of interior and exterior maintenance of the areas and premises to be occupied under this lease and all operating facilities installed or acquired by it. It shall make all repairs and improvements as may be necessary to maintain and keep same in good condition as at the beginning of this lease period or at the time of installa- tion or modification, ordinary wear and tear accepted. J. OWNERSHIP OF IMPROVEMENTS. It is agreed that title to all fixed improvements constructed hereafter on the leased premises by the Company shall at all times during the term of said Agree~ent remain in the Company. Upon termination, whether ..by expiration of 'the term, cancellation or forfeiture, said improvements shall become the property of the Lessor. Title to fixed improvements constructed by the Company on the Airport prior to the execution of this Agreement shall remain in the ~ Company until termination. K. UTILITY CHARGES. The Company agrees to pay for all utilities consumed on the leased premises, as well as its own water, sewer and garbage pickup. Electricity and water consump- tion shall be metered through instruments fixed in place. Any .: expense for installation of meters or for connection or similar charges shall be paid by Company. L. PEACEFUL POSSESSION AND QUIET EN~OYMENT. The Company and its customers shall have, at all times, the right of ingress, egress and a free access to the premises and the Lessor guaran- tees to them'the peaceful possession and quiet enjoyment thereof. The Lessor covenants that it will continue to operate the Airport as a public facility. M. TERMINATION PRIOR TO EXPIRATION. a. The Lessor shall have the right to terminate this lease in whole or in part upon the occurrence of any of the following events: 6 (1) Failure on the part of the Company to pay rent, fuel flowage fees, or usage fees when due. (2) Filing by or the final adjudication against the Company " of any petition of bankruptcy or the making of any transfer or general assignment for the benefit of creditors which has not been previously authorized by the Lessor. (3) The.failure of the Company to perform or keep or observe any of the terms, covenants and conditions which it is obligated to perform, keep or observe under this lease after the expiration of any period of warning or ultimatum given by the Lessor to the Company to correct any deficiency of default. (4) The abandonment of the leased premises or discontinuance of the business operations. (5) The failure of the Company to abide by the terms of any law governing its business or operations under this lease; rules and regulations of the Federal Aviation administration; rules and "regulations established by the Director of Airports; or a direct order of.tbe Director of Airports concerning the movement or ~ parking of aircraft or vehicles anywhere on the Airport or the relative rights, obligations, and duties of the Company and other fixed base operators at the Airport. b. In the event of default on any of the above, except for a failure to abide by a direct order of the Airport Director or acting Airport Director concerning the movement or parking of aircraft or vehicles, the Lessor shall give the Company written .: notice specifying with particularity the nature of the alleged default or other ground for termination. The Company shall have fifteen (15), days from the receipt of said notice to correct any default; and the failure to so correct the default within fifteen (15) days shall result in absolute termination. Upon a failure of the Company to abide by any direct order of the Director of Airports concerning the movement or parking of aircraft or vehicles anywhere on the Airport, the Lessor shall have the authority to move, or to have moved, at the Company's sole expense (including any liability for such acts), any aircraft or vehicles impeding the safe, orderly, and efficient use and 7 control of the airport premises and to take all other actions the Company has not taken, at the Company's sole expense, which are necessary to effectuate the order or orders not complied with. " Company agrees to pay such expenses within ten days after being billed for same. N. ARBITRATION. Any controversy, claim, counterclaim, defense, dispute, difference or misunderstanding arising out of or in relation to this lease, or the alleged breach thereof, including the validity or invalidity of any orders of the Direc- tor of Airports as specified in subparagraph 12.a.(5), above, which the parties are unable to settle by agreement, shall be settled by arbitration before a board of three arbitrators selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association as then in effect. 0, RATES AND PRICES. All rates and prices shall be estab- lished by the Company. However, they shall be fair and reason- ~able and in no c~se exorbitant and shall be subject to review by the Lessor. Reasonableness and fairness of prices shall be determined by whether they are comparable to prices charged for similar services or products of similar caliber or quality at other airports similarly situated. P. ASSIGNMENTS. a. Except for sale or assignment of this lease to a bank or lending institution for financing purposes, no sublease, transfer or assignment by the lessee of this lease or of any part hereof .: or interest herein, directly or indirectly, voluntarily or involuntarily, shall be made unless such sub-lease, transfer or assignment is first approved by the Lessor in writing, which approval shall not be unreasonably withheld. Furthermore, prior approval of the Lessor shall not be required for the assignment of the lease'occurring as a result of the merger or consolidation with another corporation, provided that such other corporation is solvent and provided that all of the assets of the Company are included within such merger or consolidation, b. The Lessor reserves the right prior to any assignment of this lease or any interest herein, or prior to possession by any Mortgagee or Lessor of improvements of the Company through 8 default by the Company, to appr~ve any proposed Assignee, Mort- gagee or Lessor of improvements of the Company, (collectively referred to in this paragraph as Assignee), which approval shall " not be unreasonably withheld, The Lessor shall cQnsider, in approving such proposed Assignee, the ability of such proposed Assignee to perform the duties required of the Company as set out in this lease, the financial ability and capacity of such pro- posed Assignee to meet the obligations required by this lease and the general reputation of t~e proposed Assignee in the area in which the proposed Assignee has done business in the past, No assignment of any kind or nature shall be valid until the same has the prior approval of the Lessor, and when such approval is granted by the Lessor, then, and only then, will the Company be released from the obligations required by this, Lease Agreement, c. In constructing improvements on the leased premises the Company may be required to mortgage such improvements. In the >'event a default should occur in any of the terms of any such mortgage.or other agreement encumbering such improvements, the ~ Mortgagee or Lessor of such improvements may have the right and option to take possession of the leased property and all improve- ments located thereon to the exclusion of the Company. Such right and option shall be subject to the conditions of approval as set forth in paragraphs P.a. and b" regarding assignment of this lease, or possession by Mortgagees or Lessors of improve- ments. If for any reason said Mortgagee or Lessor does not take .: possession after default, the Lessor shall have the right to occupy and use such improvements itself or to enter into any agreement or, agreements with other persons or parties as to their uses subject only to the payment of any monies owed and outstand- ing against such improvements. In the even the Lessor should not elect to so take possession of all improvements located thereon as set forth above, the Lessor or any Mortgagee of such improve- ments under default as the case might be, shall have the right to remove all of said improvements from the leased property without obligation to the Lessor or damage to the leased property or any other Airport property, 9 Q. EMPLOYEES OF THE COMPA~Y. The Company shall if so directed by the Lessor in writing require its employees who come in direct contact with the public on the Airport to wear a uniform or badge by which they may be known and distinguished as employees of the Company. R. FEDERAL, STATE AND LOCAL LAW. The Company shall comply " with all federal, state and local laws, county and local ordi- nances, rules and regulations now and hereafter in force which may be applicable to the operation of its business at the Air- port, including the Minimum Standards for Fixed Base Operators, as amended from time to time. S. PAYMENT OF TAXES. The Company shall be liable for any and all taxes, penalties and interest herein assessed, levied, or charged by any governmental agency against the Company's tangible personal property situated on the Lessor's premises and ad valorem ta~es, if any, assessed against the Company's leasehold "interest under this Agreement. However, Company shall not be deemed in default of this obligation' pending the outcome of any ~ legal proceeding by it contesting such tax liability. T. FIRE LOSS - INSURANCE, The Company shall replace any buildings or facilities destroyed by fire and return them in predamage condition so that the replacement will be equivalent in value to the original facilities. Lessor shall permit a propor- tionate abatement of rent during a reasonable time for the repair or replacement of such buildings or facilities. The Company .: agrees to supply at its own cost and expense fire and extended coverage ,of at least 80% of the value of the property and to maintain hangar keeper's liability coverage with insurance companies approved by the Lessor. U. WORK STOPPAGE OR STRIKE. In the event operations of the Company, are" substantially curtailed or interrupted for any reason beyond the control of the Company, including employees strikes against the Company or damage to or destruction to the assigned premises by fire or other casualty including war, civil insurrection or act of God, such condition shall operate to relieve the Company of its obligation to pay charges and fees required under this lease by creating a moratorium on payments to 10 the extent of and in the same p~oportion as Company's operations are curtailed or interrupted; provided, the Company shall at all times use its best efforts to prevent, minimize, or remedy such " curtailment ,or interruption. V. WAIVER OF PERFORMANCE. Failure of the Lessor ,to insist in anyone or more instances upon a strict performance by the Company of any of the provisions, terms, covenants, reservations, conditions or stipulations herein shall not be deemed'to have been made, in any instance, .unless specifically expressed in writing by the Lessor as an amendment to this lease. W. NOTICES TO THE LESSOR AND THE COMPANY. Notices to the Lessor shall be sufficient as sent by certified mail, postage prepaid, addressed to the Monroe County Board of County Commis- sioners, P. O. Box 1680, Key West, Florida 33040, and notices to the Company shall be sufficient if sent by certified mail, postage pr~paid, addressed to the Company at the leasehold 'address set forth in this lease or to other respective addresses as the parties hereto may designate in writing from time to time. X. STANDARDS OF SERVICE. It is expressly understood and agreed as a condition of this Agreement that the Company, its tenants and sublessees, shall conduct a first-class commercial aviation service adequate at all times to meet the reasonable demands for such service on the Airport, in accordance with the Minimum Standards for Fixed Base Operators adopted by the Lessor and as amended from time to time. The Company, its tenants and .: sublessees agree to conduct said business in a proper and courte- ous manner, to furnish good, prompt and efficient services at all times and to, provide at a minimum' and at all times during the term of this lease the services set forth in Section 4. In the event the Company fails to perform its duties is in accordance with this Section and to the reasonable satisfaction of the Lessor, then the Lessor shall so inform Company in writing describing the particulars of the unsatisfactory performance and giving the Company a thirty (30) day period within which to correct the conditions to the satisfaction of the Lessor, In the event the Company fails to correct the default, the Lessor 11 reserves the right to terminate this Agreement thirty (30) days after the written notice to the Company hereunder.' Y. INDEMNIFICATION. .' a. The Company agrees to indemnify fully and save and hold harmless Lessor, its officers, agents and employees fr~m and against all loss of damages, claims, liabilities and causes of action of every kind, character and nature as well as costs and fees, including reasonable attorneys fees connected tnerewith and the expense of any investigation thereof based upon or arising out of damages or injuries to third persons or their property to the extent they are caused by the negligence of the Company, its officers, agents or employees. Lessor shall give the Company prompt and reasonable notice of any such claims or actions and the Company shall have the right to investigate, compromise, and defend the same to the extent of its own interest. b. Tpe Lessor agrees to indemnify fully and save and hold "harmless Company~ its officers, agents and employees from and against all loss of damage, claims, liabilities, causes of action ~ of every~kind or character and nature as well as costs and fees including reasonable attorneys' fees connected therewith and the expenses of the investigation thereof based upon or arising out of damages or injuries to third persons or their property to the extent caused by the negligence of the Lessor. Company shall give to the Lessor prompt and reasonable notice of any such claims or actions and the Lessor shall have the right to investi- .: gate, compromise, and defend the same to the extent of its own interest. c. Company agrees to carry and keep in force comprehensive general 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 set forth in the above indemnity clause. The limits of said insurance shall be as required by the Lessor's Standards for Fixed Base Operators, as amended from time to time. The Company shall furnish the Lessor with proper certification that such insurance is in force and will furnish additional certificates as evidence of changes of such insurance. 12 d. Lessor 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 force such insurance within minimum limits of liability for personal injury in a sum not less than $300,000 for anyone person, and $500,000 for anyone accident; and for property damage in a sum not less than $200,000; and Comprehen- sive General Liability coverage with combined single limits for bodily injury and property damage in the amount of $1,000,000; and to furnish Lessor with proper certificate 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. Z. NON-EXCLUSIVE RIGHTS. It is further covenanted and agreed that nothing contained in this Agreement shall be con- "strued to grant or authorize the granting of any exclusive right within the,meaning of Section' 308 of,the Federal Aviation Act of ~ 1958. AA. GRANT AGREEMENTS. The leased premises and the Airport are subject to the terms of those certain sponsors' assurance made to guarantee the public use of the airport as incident to grant agreements between the Lessor and the United States of America as amended and the Quit Claim Deed from the United States of America, predecessor in title to the leased premises. The .: parties represent that none of the provisions of this Agreement violate any of the provisions of the sponsors' assurance agree- ment or said Quit Claim Deed. BB. RIGHT TO DEVELOP THE AIRPORT. It is further covenanted and agreed that the Lessor,reserves the right to f~rther develop and improve the Airport and all landing areas and taxiways as it may see fit regardless of the desires or the views of the Company and without interference and hindrance provided, however, that such development or improvement does not adversely affect Com- pany's use and occupancy under this Agreement. 13 CC. NON-DISCRIMINATION. The Company for itself, its personal representative, successors in interest and assigns as part of consideration hereof, does hereby covenant and agree, as .' a covenant running with the land that: 1. No person on the grounds of sex, age, religio~, physical handicaps, race, color, and national origin, shall be excluded from participation in, denied the benefits of, or otherwise be 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 exclud- ed from the participation in, denied the benefits of, or other- wise be subjected to discrimination. 3. Company shall use the premises in compliance with other requirements imposed by and pursuant to Title 49, Code of Federal Regulations Department of Transportation, Subtitle A, Office of ',the Secretary, Part 21, Non-discrimination in Federally assisted programs.of the Department of'Transportation, Effectuation of Title 6 of the Civil Rights Act of 1964, and as the regulations may be amended. DD. RIGHT TO AMEND. In the event that the Federal Aviation Administration or its successors require modification or change in this Agreement as a condition precedent to the granting of funds for the improvement of the Airport, the Company agrees to consent to such amendments, modifications or requirements of this .: Agreement as may be reasonably required to obtain such funds provided, however, that in no event will the Company be required pursuant to this paragraph to agree to an increase in the rent provided for hereinunder; or to agree to a reduction in size of the leased premises or to a change in the use to which the Company has put the leased premises (provided it is an authorized use hereunder) without an adjustment in rent. EE. REGULATIONS OF THE LESSOR. The occupancy and use of the Company of the leased premises and the rights herein con- ferred upon the Company shall be subject to the Lessor's Stan- dards for Fixed Base Operators, as amended from time to time, and to valid rules and regulations as are or may hereafter be pre- 14 scribed by the Lessor through the lawful exercise of its powers provided, however, that no such rule or regulation'or standard shall be of such nature as to interfere with or cause any dero- .' gation or infringement with or upon the rights and privileges herein in this agreement granted to the Company. The Gompany shall be given advance notice of any proposed change or addition to such rules or regulations and an opportunity to be heard thereon. All the terms, conditions and covenants of this Agree- ment shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. FF. CONSTRUCTION OF AGREEMENT. This Agreement is made in and shall be construed in accordance with the laws of the State of Florida. All duties, obligations and liabilities of Lessor and Company with respect to the leased premises are expressly set forth herein and this Agreement can only be amended in writing and agreed, to by both parties. GG. RECORDING. This Agreement when executed and delivered will be recorded in the Public Records, Monroe County, Florida, .~ and cost-of said recording shall be paid for by the Lessor. HH. WASTE. The Lessee agrees to commit no waste nor permit any waste to be committed to the leased premises and Lessee shall keep the premises at all times in a clean condition, free from the accumulation of trash and other waste materials, and shall protect said premises from any and all fire hazards and surrender the same at the termination of this lease in as good condition as .: they now are, ordinary wear and tear and damage by the elements excepted. The Lessor shall have the right at any time to enter upon the leased facilities for the purpose of inspecting same. II. NON-INTERFERENCE. The Lessor may at any time during the effective period of this lease enter into contracts with any passenger or"freight-carrying airlines for the use of the Airport facilities, or with other fixed base operators, and nothing herein contained shall be construed to preclude the Lessor from so doing, and the Lessee agrees to cooperate with the Lessor and with any and all airlines contracted with by the Lessor for the use of said airport facilities in a manner so as to encourage and not to in anyway interfere with the use of the said Airport 15 facilities by any airline opera~ing thereat or by other fixed base operators. JJ. LITIGATION EXPENSES. In the event either party is .' required to ,enforce any of the terms of this Agreement against the other party, the defaulting party shall pay all co~ts and expenses applicable thereto, including reasonable attorneys' fees, whethe~ initial court, appellate court or any other pro- ceeding. KK. INTERPRETATION. ~his Lease Agreement shall be inter- preted and enforced in accordance with the laws of the State of Florida, and the unconstitutionality or unenforceability of any part hereof shall not affect the enforceability of any other part. LL. OTHER FIXED BASE OPERATORS. The Lessor agrees that it shall comply with the provisions of 49 USC ~1718(a)(I), with all FAA rules" and with all other laws, rules, or regulations con- 'cerning entering 'into contracts with other fixed base operators on terms.more favorable than those herein granted. No lease agreement for a similar fixed base operation on the Airport shall be entered,:into by the Lessor with any other person, firm, ~ corporation, or partnership on terms which are more advantageous or upon conditions less stringent or at a lower rental for comparable lands and buildings than for those herein devised, in accordance with 49 USC ~1718(a)(1). MM. NON-COMPETITION BY LESSOR. The Lessor agrees that it .: will not itself provide any of the services herein contracted for, nor.otherwise enter into competition with the Company's business her,ein authorized, unless and until this Agreement has been breached by the Company and has been declared in default and terminated by the Lessor. 16 IN WITNESS WHEREOF, the parties have hereunto set their hands and affixed their seals on tpis, the day and year first written above. COUNTY OF MONROE BY: MAYOR (SEAL) .. ' Attest: CLERK ISLAND CITY FLYING SERVICE, INC. ~~ By~~ PRESIDENT (SEAL) ~t~~~t ~ / } cv,{ttc~- /~7l-;;fl E RET - B 17 ~ ~ t.)~ I ",,' ~ . 4 . ~.~ . ~ I\) s? . \/1 ~~, ~" @"~'~~~~I + -4'<J =t ..'1tt-~7F..""", . ,ID. ,::-t '" ~EJ ' , .:\...~ I . ~~ZO"tl :U' '~./ '~~<), 1'1 (7',;'/ /,9"w' . OfTIl>"Tl:t) 0 v .'" ~ t @r----- .' C....~",O, 'I'L,..~ \.'~ ~, , ;,. 5~~~~ fJJ ~ i , " -Ol>~~ 't/ ~r- ~-< ,;~ " ..l-, ') l> n i1 . 0- -'0 '/;!~' 'I \. z~z~ _ ~ / ' ~~ nO~m ~~ ' ~ .' ~~~:t) ;: ;"::' --,,"-It.... ;;; n ., /!I. I~i ,b ' ~\ /~' - ~ ~ I / l~ ---.: ' 1>,' ~ I '. - ,a I ~ ,. . ':: 'f ~I ':'I~~/ /t79.f.F' f,t\~'/ I ~ ~ ,< S ~'Jr.: r \C.I / ~. ,7- ,]\ I"~ ~ /6~t;~1~t~;(:: '_~ ~ '- ,1/;:';:,"'-:"" g? ~ .(0 " ;;v I L. ~. ~" -J -' " ~ 'l"'lJ ~ ~ Q - ~o ! I.... - ~ I ~ / I~' ~ .0, ,~ .6j1,(J(J":' L' 5 -,'()~'r(f R\ - I" --r @ o ~ I~ , Q~' I:~ " T' :- /8"'~' r~'! 1 I"";' L ",' Iii. . ' -l nm If''', 00>< L'\" ,. .. . ~ Z - :...: ' ~ 0 ;// u r '(()J, $:' ~Ul 6) ------------------- m-'~ ~ -. "";;V;:t). ... ' ~ ,\ . L " .. ,-'. - - - " :-f I I i I i, f i I ',I I I-:~---" I I ," 11 I I' I I I : I I m 1.,1 I >< I I I I I 'I I II ' \ ;1 I ' I , r h.1' I j !i I II ,. , " iI ,I I I ~ i I + I , II " ~ ':. i + , '" 1.,~. t' I \ , Ul .; \'} -l I, - .,... Z , , C't I ,...; ~ ~~.--~\ \' I 1m l ,;;v -l ~{ 'r' ~ + z ~" 1> \ r- 1__. ;.~~ :\ . . .-".;' ~~; .', Exhibit "A" . .' .~. ""'';,i.r. ~ /, . ~\)l ) ...'" ,,4 r- t ~ ~\I 1\, i.. 0" . ,\ , .,., '~ ,,] , , I -.. . , - I + @ -e--- --' -- , I /;::'5 ?'i'- \ I' .? A: Jt:' . I . .. ,hfl 6. t7 / .":",. \ ,I I I I I I I I, I " 1 I :-1 ' ~I ~l I~I,- ,):> ! ;-< I .~ ,~ . I '.,' : =1 !l>=1 , , 4- r~ ~ ..: ~ I ' I~ ~' ... (JI c.D -oJ ):> (") ::0 rn U> ~ ,~ 0- I.... . . "', ~ ~ ~ 1- . ,TAXI WAY ~ \. I \ , , "Ell \ \ I ! I. A parcel of land within KEY WEST INTERNATIONAL AIRPORT property located on the island of Key West, Monroe County, , : Florida, being more particularly described as follows: COMNENCE at" the Point of Beginning of KEY WEST INTERNATION!.L .' AIRPORT property, located at the northerly curb line of South Roosevel t Boulevard, lyi ng N 7/~ 53' 02"W and 6 7/.. 36 teet of the U.~, Army Corps of Engineers Reference Monument KWBE-2, also located at said South Roosevelt Boulevard; ~" :'''j , , -j " .(5':' . /;,.~~ . . . ,~ ~ 't '( -.i' .,.. '1< , ' ~ ," . ' . . . ",:.. . . , i;";, .'.', ~:, .;' i'1 r .... . ~d ":~'''F': . ,\,. ' , ':~" .~:~:~:' " ~ ~':~. .0.:: .t ;.., " /.:;y '. ",,', . 'c-" LEGAL DESCRIPTION ", . THEN run N Ol 35' 42"W along the property line of said KEY . _ ,.' "WEST INTERNATIONAL AIRPORT for 436, 14 feet to a point, said 'point being' the POINT OF BEGINNING of the parcel of land herein being described; " ,~ '\ Thence run N 68 55'45"W along the southerly property line of said KEY WEST INTERNATIONAL AIRPORT, for 264,75 feet to a point on said southerly property line; Thence run N 12 52'33"E, for 79.29 feet to a point; Thence run S 82 59'17"E, for 50.00 feet to a point; Thence'run N 00 21'13"W, for 346.01 feet to a point; Thence run N 89 38'46"E, along a linc 125.00 fect South and parallel with the center line of TAXIWAY "A", for 550.67 feet to a point; Thence run S 00 21'14"E, along a line 225.00 feet West and parallt,;l with the center line of TAXIWAY "E", for 403,82 ,feet to a point; , . " "''i'hence run S 89 51'30"W, for 101. 93 feet to a poinL; Thence run S 0I,09'26"E, for 69,00 feet to u. point; Thc[u:c run S 88, 50 ' 3 6 "\-l , for 166,~9 feet to a pain t; Thence run N Ol 09'25"W, for 50,00 feet to a point; Thence' run S 88 50'36"W, for 50,00 feet to a point; Thence run S 01 09' 26"E, for 109,55 feet to a point; Thence run N 68 55'45"E, for 58.93 feet to the POINT OF BEGINNING of the herein described parcel of land, Cont~ining 5,97 acres more or less, ~ , ' .,.","," ;; > ,",' Exhibit "A" .. '!,t, ~. ..