Resolution 068-1979
RESOLUTION NO. 68 -1979
A RESOLUTION AUTHORIZING THE CHAI~~ OF THE BOARD OF
COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, TO
EXECUTE A CONTRACT OF LEASE BY AND BETWEEN THE COUNTY
OF MONROE, STATE OF FLORIDA, AND AIR FLORIDA, INC.,
AND AIR FLORIDA SUNSHINE SUBSIDIARY, INC., D/B/A
AIR SUNSHINE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA, as follows:
That the Chairman of the Board be authorized to execute
a Contract of Lease by and between the County of Monroe, State
of Florida, and Air Florida, Inc., and Air Florida Sunshine
Subsidiary, Inc., d/b/a Air Sunshine, a copy of same being
attached hereto.
Passed and adopted by the Board of County Commissioners of
Monroe County, Florida, at a regular meeting held on the 10th
day of April, 1979.
BOARD OF COUNTY COMMISSIONERS OF
MONROE COUN FLORIDA
By
(Seal)
Attest: )
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A G R E E MEN T
THIS CONTRACT OF LEASE is made and entered into on the
1st
day of
April
, 1979, by and between the COUNTY
OF MONROE, STATE OF FLORIDA, a political subdivision of the State
of Florida, hereinafter referred to as Lessor, and AIR FLORIDA,
INC. and AIR FLORIDA SUNSHINE SUBSIDIARY d/b/a AIR SUNSHINE, a
corporation organized and existing under the laws of the State of
Florida, hereinafter referred to as Lessee.
WIT N E SSE T H:
WHEREAS, Lessor owns an airport known as Key West Inter-
national Airport located in Monroe County, State of Florida, here-
inafter 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 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, rights, licenses, services and privi-
leges in connection with and on the Airport, as follows, to-wit:
ARTICLE I - PREMISES
A. USE OF THE AIRPORT. Lessee shall be entitled to use,
in common with others authorized to do so, of the Airport and
appurtenances, together with all facilities, equipment, improvements
and services which have been or may hereafter be provided at or in
connection with the Airport for common use, in the operation of a
transportation system by aircraft for the carriage of persons,
property, cargo, mail and related purposes (hereinafter referred to
)
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as Air Transportation), which use without limiting the generality
hereof, shall include:
1. the handling, ticketing, billing and manifesting
of passengers, baggage, cargo, property and mail
in Air Transportation by Lessee or on behalf of
any other certificated air transportation com-
pany.
2. the repairing, servicing, maintaining, condition-
ing, testing, parking or storage of aircraft or
other equipment operated by the Lessee, or of any
other certificated air transportation company,
provided that such right shall not be construed
as authorizing the conduct of a separate business
by the Lessee, but shall permit the Lessee to
perform such functions only as an incident to its
conduct of Air Transportation.
,
3. the training on the Airport of personnel in the
employ of or to be employed by the Lessee, or
any other certificated air transportation com-
pany, or the Federal Aviation Administration,
provided that such right shall not be construed
as authorizing the conduct of a separate business
by the Lessee, but shall permit the Lessee to per-
form such functions only as an incident to its
conduct of Air Transportation.
4.
the purchase, sale, lease, transfer, disposal or
exchange of Lessee's aircraft, engines, acces-
sories, and other equipment or supplies; provided
that such right shall not be construed as author-
izing the conduct of a separate business by the
Lessee, but shall permit Lessee to perform such
functions only as an incident to its conduct of
Air Transportation, and specifically, but without
limitations, shall permit the purchase, sale,
lease, transfer or disposal of any article or
goods used by or bought for use by the Lessee in
connection with its conduct of Air Transportation;
and provided the Lessee shall not sell food or
beverages (except as provided in Paragraph 10 of
this Article I) nor gasoline, fuel or propellants,
greases or other lubricants, except when such
gasoline, fuel or propellants, greases or other
lubricants are of a particular grade desired by
others and are not otherwise available (except
from other certificated air transportation com-
panies) at the Airport.
5. the servicing by Lessee or others of aircraft
operated by Lessee and other equipment on the
apron by truck or otherwise, with gasoline, oil,
greases, lubricants, and any other fuel or pro-
pellant or other supplies, including food and
beverages required by the Lessee; such right to
include, without limiting the generality there-
of, the right of Lessee to install and maintain
on the Airport adequate storaee facilities for
such gasoline, oil, greases, lubricants and other
fuel, or propellant, or supplies, either under-
ground or on the surface, together with the
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necessary pumps, pipes, motors, filters and
other appurtenances incidental to the use
thereof, all subject to approval by the Lessor
of plans, specifications, location and in-
spection of same, which approval shall not be
unreasonably withheld. Lessor agrees to grant
and make available to Lessee's use adequate and
convenient rights-of-way on Airport property
for said pipe lines, provided that Lessee shall
be responsible for the cost of excavation, con-
struction, installation, maintenance and opera-
tion thereof, subject to the Lessor's written
approval and subject to the execution of a
separate fuel storage form agreement.
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7.
6. the landing, taking off, flying, taxiing, towing,
parking, loading and unloading of Lessee's air-
craft, or other equipment operated by Lessee, used
in the operation of scheduled, shuttle, courtesy,
test, training, inspection, emergency, special,
charter, sightseeing and other flights, including
without limiting the generality hereof, the right
to load and unload Lessee's aircraft, or the air-
craft of any other certificated air transporta-
tion company adjacent to a convenient entrance
to the Terminal Building; provided that flights
carrying cargo or freight only shall load and
unload at convenient and accessible points to be
designated by the Lessor.
the loading and unloading of property, cargo,
and mail at said Airport by such motor vehicles
or other means of conveyance as Lessee may de-
sire or require in the conduct of Air Transpor-
tation, with the right to designate the particular
carrier or carriers who shall regularly transport
Lessee's property, cargo and mail to and from
the Airport.
8. the right, subject to approval by Lessor of
plans, specifications, location and inspection
of the same, to install, maintain and operate,
without cost to the Lessor, by Lessee alone,
or in conjunction with others who are Lessee's
at the Airport, or through a nominee, a message
tube system and other communications systems be-
tween suitable locations, subject to payment by
Lessee for any space used.
9. the right to install,' maintain and operate, with-
out cost to Lessor, by Lessee alone, or in con-
junction with any certificated air transportation
companies who are Lessee's at the Airport, or
through a nominee, any additional air condition-
ing equipment including, without limiting the
generality hereof, the operation of an air con-
ditioning truck equipment for the air condition-
ing of an aircraft, subject to payment by Lessee
for any space used for any fixed installation
of air condi tioning equipment, subject to writ-
ten prior approval by the Lessor and subject to
availability of space.
10. the right to provide, without cost to Lessor,
by Lessee, food and beverages for consumption
by passengers and crews, or for consumption by
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passengers and crews in aircraft grounded at
the Airport, due to weather or mechanical condi-
tions. Food and beverages may be served in
the Lessee's exclusive space to its passengers
and crews. Without limiting the generality of
the foregoing, the said right shall include the
right to install, maintain and operate, by
Lessee alone and not in conjunction with others,
without cost to the Lessor, on any premises
leased exclusively to Lessee, and approved for
this use by Lessor, at the Airport, a kitchen or
other plant for the purpose of preparing or dis-
pensing food and beverages (including alcoholic)
for consumption as aforesaid. Except to the ex-
tent hereinabove specifically provided, nothing
in this paragraph shall be deemed to give Lessee
the right to maintain or operate a cafeteria,
restaurant, vending machine, bar or cocktail
lounge for the purpose of selling, or in any
manner otherwise provide for the sale of food
or beverages to the public or to its employees
and passengers provided, however, nothing con-
tained in this paragraph shall preclude Lessor
and Lessee under this Airport Agreement from
concluding lease agreements covering separate
hangar or service buildings, which leases may
contain a provision giving Lessee the right to
maintain an employee's cafeteria and/or vending
machines in the event the restaurant concession-
aire at the airport shall decline to operate a
facility convenient to such separate buildings.
11. the right to install and operate, on and in the
Terminal Building, at Lessee's expense, identifi-
cation signs representing its business, which
signs shall be substantially uniform in size,
type and location with those of other air trans-
portation companies, the number, general type,
size, design and location of such signs to be
subject to the written approval of Lessor in
advance of installation, such approval shall not
be unreasonably withheld.
12. the right to install, maintain and operate, at
Lessee's expense, by Lessor alone, or in con-
junction with any other certificated air trans-
portation companies who are Lessee's at the
airport or through a nominee, such radio commu-
nications (inc1udingARINC), metero10gica1 and
aerial navigation equipment and facilities in
or on premises leased exclusively to Lessee and
subject to the approval of Lessor with respect
to the location of installation, if outside the
premises leased exclusively by the Lessee, sub-
ject to the availability of such space and/or
ground areas as determined by the Lessor and
at mutually agreed upon rental rates.
13. the rights and privileges granted the Lessee
under paragraphs 5, 7, 8, 9 and 12 of this
Article I may be exercised by the Lessee for or
on behalf of any other certificated air trans-
portation Company or by or through a nominee of
Lessee, which nominee shall have been first
approved by Lessor in writing, and such approval
shall not be unreasonably withheld; provided,
however, that any such nominee shall have no
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greater rights than the Lessee hereunder.
Lessor agrees that it will levy no charge
or toll upon any nominee appointed by the
Lessee pursuant to paragraph 13, other than
for space occupied and facilities and ser-
vices used. Except as specifically provided
for in this paragraph A, nothing herein
shall be deemed to give Lessee any right or
permission to sell at the Airport any goods
or services to the public or to its em-
ployees and passengers, other than the Air
Transportation Services, and the customary
services incidental thereto. Such prohibi-
tion includes, without limiting the generality
of the foregoing, trip insurance unless not
otherwise available in the Terminal Building
other than from a certificated air transpor-
tation company.
B.
SPACE IN AND ADJACENT TO TEP~INAL BUILDING.
Lessee
is hereby granted the non-exclusive use, in common with others, of
such space and facilities as may be designated by. Lessor in or
adjacent to said Terminal Building consisting of aground area to
permit the taxiing, servicing, loading and unloading of Lessee's
aircraft, space for reasonable amount of apron equipment, paving,
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1 n:Hling gates, and lighting for loading ramps and for other areas
adjacent to the Terminal Building and used by passengers.
Lessee may use such space in the Terminal Building with
respect to which it is granted the exclusive use hereunder and
all such space and facilities inside or outside the Terminal Build-
ing with respect to which it is granted the non-exclusive use
hereunder, subject to reasonable rules and regulations of Lessor
as to the use of such space and facilities, for any or all pur-
poses in connection with or incidental to its business of Air
Transportation including, without limiting the generality hereof,
the handling, ticketing, billing and manifesting of passengers,
baggage, cargo, property and mail and the installation, main-
tenance and operation of radio and other communications equipment
and facilities, and meterological and navigation equipment and
facilities.
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C. PARKING SPACE. Adequate and reasonably convenient
vehicular parking spaces shall be provided by Lessor at a location
selected by Lessor, where it will not interfere with operations
at the Airport, for the use of Lessee and its employees. Lessor
may charge such employees a fee in connection therewith not to
exceed $1.00 per month for vehicular parking space.
D. RIGHT OF INGRESS AND EGRESS. The right of ingress to
and egress from, but not the use of, except as provided in this
lease, the premises and facilities referred to in Sections "A" to
"c" inclusive above, for Lessee, its employees, agents, passengers,
guests, patrons, its suppliers of materials or furnishers of ser-
vice, its aircraft, equipment, vehicles, machinery or other property
without charge to Lessee, its employees, agents, passengers, guests,
patrons, suppliers of materials or furnishers of service or their
said property except as herein, otherwise provided; and provided
further that nothing herein contained shall be deemed to limit Les-
sor's right to impose charges upon ground transportation services.
ARTICLE II - TERM
This lease and all rights herein granted Lessee shall be-
come operative and effective April 1, 1979, and shall end on the
31st day of March, 1984, unless sooner terminated as hereinafter
provided.
ARTICLE III - RENTALS AND FEES
Lessee agrees to pay Lessor at such places as Lessor may
designate for the use of the p~emises, facilities, rights, licenses,
services and privileges granted hereunder, the following rentals,
fees and charges, all payable in monthly installments covering the
ensuing calendar month except that landing fee payments shall
cover the preceding calendar month. In the event that the commence-
ment of termination of the term with respect to any of the par-
ticular 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
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and charges for that month shall be paid for said month prorata
according to the number of days in that month during which said
particular premises, facilities, rights, licenses, services and
privileges were enjoyed; and Lessor shall, following the end of
each calendar month, transmit to Lessee a statement of the rentals,
fees and charges incurred by Lessee during said month as herein-
after provided, and the same shall be paid by Lessee within fifteen
(15) days after receipt of such statement.
A. RENTAL WITH RESPECT TO EXCLUSIVE SPACE IN THE TERMINAL
COMPLEX. From and after the effective date hereof a one
month's deposit of rental as shown below shall be made to Lessor.
Rental of such space herein leased exclusively to Lessee as shown
on Exhibit "A" attached hereto and made a part hereof, shall be at
the following rates payable monthly the first of said payments to
be due the 1st day of April, 1979, and one of said monthly payments
to become due and payable on the first day of each and every month
thereafter during the term of this lease.
1.
603
square feet of ticket counter
space at $ 4.80 per square foot
per annum for the first year.
2.
1400
square feet of office space at
$ 4.21 per square foot per annum
for the first year.
3.
1072
square feet of covered space at
$ 1.51 per square foot per annum
for the first year.
4.
804. 75
square feet second floor suite (3)
offices at $ 5.16 per square foot
per annum for the first year.
5. Lessee shall pay sales tax on all the rentals
payable hereunder.
B.
COMMON DEPARTURE AND BAG CLAIM AREA.
From and after
the effective date of this agreement (on a non-exclusive basis),
rental for the common departure areas (as shown on Exhibit "A"
attached hereto and made a part hereof) consisting of 712.75
square feet at $ 3.61 per square foot per annum for the first year,
payable monthly.
From and after the effective date of this agreement (on a
non-exclusive basis) rental for the common baggage claim area (as
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shown on Exhibit "A" attached hereto and made a part hereof) con-
sisting of 473 square feet at $ 1.20 per square foot per annum
for the first year, payable monthly.
C.
AIRPORT INTERCOM SYSTEM.
From and after the effec-
tive date of this agreement, the Lessee shall pay the Lessor
$120.00 per annum, in equal monthly installments, for the use of
the Airport intercom system.
D.
LAl\!DING FEES.
From and after commencement of the
term of this lease, rentals, fees and charges for the use of the
landing area and facilities necessary therefore as granted here-
under, except those which rentals are specifically provided else-
where, shall be combined in and represented by a landing fee based
upon the approved maximum landing weights bf the -Lessee's Actual
Revenue Trip Arrivals at the Airport each month as follows:
$.16 per 1,000 pounds of approved maxi-
mum gross landing weight.
Lessee shall report to the Lessor not later than the 10th day of
"
each month, the Lessee's Actual Revenue Trip Arrivals at the Airport
during the preceding calendar month, which shall include the number
and type of such arrivals. The number of arrivals so operated, and
multiplied by the applicable approved maximum gross landing weights
for each type of aircraft, shall determine the weight for which the
monthly payment shall be made.
The monthly reports above referred to shall also include
and separately state the number and type of shuttle, courtesy,
test, training, inspection, emergency and other non-revenue
flights, landed at the Airport by Lessee. If, during any calendar
year, the number of flights is greater than ten (10) percent
of Lessee's Actual Revenue Trip Arrivals, Lessee shall pay regular
landing fees upon such flights which exceed said ten (10) per cent
allowance. Said fees shall be included by Lessor in its first
regular monthly billing after the close of the calendar year.
The term ., approved maximum gross landing weight" for any
aircraft as used herein, shall be the maximum gross landing weight
approved by the Federal Aviation Administration for landing such
aircraft at the Airport herein.
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Subject to ~easonaDle rules ana re~ulations acooreG
by the Les sor, it is CXD~e s s ~:; a rcreed toa t pavrnen t 0 f landing fees
shall entitle Lessee to the use of loading apron at or adjacent
to the Teminal Bui 1 dint: ::0:: s uell reasonab 1 e time as ma \' De re qul. ye c
bv Lessee ror the loading a~c unloading of its aircraft; prov~aeG,
ho~ever, that Lessee shall ~neur no penalty or charge for additional
ti~e resulting from unavoica~le delays due to weather conditions,
minor mechanical defects, or other delays bevono control of Lessee,
except when such delays preclude use of the apron by other commer-
cial air carriers that are o?erating to or from the AirDort.
Sub-
jecr: to Lessee's rights under Article I A.6 hereof, the Lessor
reserves the right to desi~ate alternate parking areas if deemed
desirable or necessary.
?~rthermore, In the event the Lessee de-
sires to use the Airport aoron and ramD facilities for aircraft
storage purposes Ior more t~an twenty-four (24) hours prior approval
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=ust be obtained froIT. the Lessor who will determine what apron or
ra~D areas are available fcr this purpose and the Lessor shall have
the ri~ht to charge reaso~a~le srorage rates as D~tually agreed
UDan Detween the Lessee and Lessor.
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1'A.j:ES Ai'~D ~~~S ~:::S S:.EI~TS .
Lessee shall pay all taxes
a~G assessments which ma~ 6~ lawfully levied by a duly constitutec
taxing boay upon Lessee ~it~ respect to its oDeration at the Air-
Dcrt.
The LCSSO:'- af:rees "c::: to lev; any license or permit fee or
sDecial asseSs~lent on Lesse2 that would restrict or interrere with
the exercise and enjoy~ent 0: the rights and privileges
;::,ranted
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h~rein; provided this shal: not prevent the Lessor from Da~ing
cnarges to Lessee for the ~Se or the Airport, its facilities and
Sen'lces as herein specific311y authorized.
F. DSfAULT FOR fAILURE TO PAY RENTALS, FEES AND CHARGES.
I:: thE;: eVent Lessee Liils :"0 P;{y any rentals. chnrges and fees here-
unaer \d.tl~in th'c-l1ty-five C::5) days arter Lessor tnmsmits a state-
~en~ Lhcrcfore to Lessee, L_"'ssor mav {;lVe Lessee notice in ',,'riting
o~ iLs intention to terci~aLe this lease unless Lessee shall have
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corrected such failure to pav ~ith~~ ~~~teen (15) Gavs.
If saic
failure to pay shall not have been cc=~ected ~ithin the f~fteen (IS)
day period, Lessor may, at its option, immediately or at any time
thereafter, enter into and upon the ~recises hereby leased or any
part thereof and in the name or the ~~ole, and repossess the same
of Lessor's former estate, and expel Lessee and those claiwing by,
through or under it, and remove its effects, forcibly if necessary,
without being deemed guilty of trespass and without prejudice to
any remedy ~hich otherwise might be used for arrears of rent or pre-
ceding breach of covenant; on the re-entry aforesaid, this lease
shall terminate.
In the event Lessor is obligated to participate in
any court proeceedings 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
1 having competent jurisdiction shall determine as a reasonable attor-
ney's fee.
ARTICLE IV - SERVICE:S TO PUBLIC
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~~:~~~ (i~c1udinb' DU~ not li~ited to, sasolinc, :uel, p~opell~nt~,
- - . . 1
_.~=':-:'CLi:'l.ng Ol ,
grease, food, bevera?es and other mate~lals,
ec~iDment and supplies) deemed by it to be requ~red by o~ incident
Lessee's operations, its exe~c~se o~ the rights herein grant~c
a~= i~s discharge of the ob1i~ations herein imposed, r~om ~nv
pe~son, partnership, fiDffi, association or corporation it may choose.
;:.:.:ceDt as herein otherwise specifically provided. no charges, fees,
2~ tolls, of any nature, direct or indirect, shall be charged by
~essor. directly or indirectly, against Lessee o~ its suppliers,
~2~ the privilege of purchasing, selling, using, storing, withdraw-
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handling,
consurrnng,
loading or unloading, o~ delivering any
s~ch personal property of Lessee by Lessee or its suppliers or for
t~e privilege of transporting such personal property or persons to,
=~om o~ on the Airport.
Nothing in this lease shall be deemed to restric~ In any
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=~nner Lesso~'s right to cnarge any person, partnership,
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.....lrIIl,
association or corporation rental ror the use of Lessor's property
2~ any imDrovements thereon or thereto where such use of said
~~~?erty or improvements are of a regular or peruanent nature as
~~stinfuished from a temporary or :ransito~v nat~re or where such
~3e is of such a nature as to constitute the perfo~ance or a com-
=ercial b~siness at the Airport.
Lessor shall make no charge ror
~~~~ace transportation of Lessee's Dassengers \~~en such passengers
a~e carried to o~ from the ~irport at Lessee's expense occasioned
~: flight cancellations.
Lessor shall have the right to charge
?2~SOnS, partnerships, firms, associations or corporations, a fee
:~= the sale and serving of food ann beverages to Lessee at the
~~=vort for consumption on its aircraft alort; provided, ho~ever.
i~ the event the Lessee maintains a fli~ht kitchen at the Airport
:2= the preparation of food, no such fee shall be charged to the
5~ppliers of unprepared food to the said fli[ht kitchen; and pro-
~~ded further that no such fee shall be charged to anv persons,
partnerships. firms, associations o~ corDorations opera~in~ c--
the Airpor: from which the Lessee may purchase in-flibht meal~
and beverage reauirements if Lessee is forced to discontinu~ it~
purchase of in-flight meals and bevera~e service from the Conces-
sionaire to meeE Lessee's standards as to quantity, quality, cas:
- .
01 servlce-
In the event said Concessionaire fails to furnish
in-flight meals and beverage service in accordance with Lessee's
reasonable and published standards as to quantity, auality and
cost of service. the Lessor shall promptly. upon receipt of \yTittcn
notice from Lessee, serve written notice on said Concessionaire
to comply with such standards.
Should the said Concessionaire con-
tinue to fail or refuse to meet such standards, within thirty (30)
Gavs after receipt of said notice to the Concessionaire, Lessee may;
after five (5) days prior written notice to Lessor, and after dem-
onstrating to Lessor that such Concessionaire has failed or refuses
......
to meet SUCD standards, purchase its in-flight meals and beverage
serv~ce from an off-the-AirDort sUDDlier without the assessment of
anY fee bv Lessor as aroresaid.
Should Lessee choose to Durchase its in-flight meals and
beverage serv~ce from an off-the-Airport supplier for any other
reason than that set forth above, then in such event, Lessor may
assess a fee (but not in excess or the fee assessed the said Air-
port Concessionaire) on the ofr-the-Airport supplier for sale or
in-flight meals and beverage service to Lessee.
AR~ I CLr: VI I - 11J'd~TENAN CE At,D OPERATIONS BY LESSOR
Except as otherwise specifically provided herein, Lessor,
d~ring the :erm 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 con-
nected with the foregoing, including, without limiting the gen-
erality hereof, all field lightins ano other appurtenances, facili-
ties and services ~hich Lessor has agreed to furnish and supply
hereunder.
Provideo, ho~ever, that Lessor shall not be required
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to perform maintenance and make repairs (a) in areas exclusively
leased to Lessee or (b) to perform maintenance and make repairs
occasioned by the 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 abandon certain
facilities which are no longer reasonably justified for proper and
adequate operation of the Airport. Lessor shall keep the Airport
free of obstructions, including the clearing and removal of grass,
stones, or other foreign matter, as reasonably necessary and with
reasonable promptness, from the runway, taxiway and loading area,
and immediately adjacent to such runways, taxiway and loading areas
for the safe, convenient and proper use of the Airport by Lessee,
and shall maintain and operate the Airport in all respects in a
manner at least equal to the highest standards or ratings issued
\ by the Federal Aviation Administration, for airports of substan-
tially similar size and character and in accordance with all rules
and regulations of the Federal Aviation Administration and any
other Governmental Agency having jurisdiction thereof, providing
that nothing herein contained shall be deemed to require Lessor to
enlarge the Airport or to make extensions or additions to the land-
ing area, runway, taxiway, or other appurtenance of the Airport.
Lessor, at its cost, shall keep the public and passenger
space in the Terminal Building, including the common departure
area, adequately supplied, equipped, furnished and decorated and
shall maintain adequate directional signs in said spaces and in
all other public and passenger spaces at the Airport, including,
but not limited to signs indicating the location of all public
restaurants, restrooms, newsstands, telephones, baggage counters
and all other facilities for passenger or public use in the Ter-
minal Building or elsewhere on the Airport.
Lessor shall supply adequate light and water for the public
and passenger space in the Terminal Building. Lessee shall not
perform any cleaning or maintenance of aircraft except in designated
-14-
area under separate lease. Further, it is specifically agreed
that no cleaning or maintenance of aircraft shall be performed on
Airport runways or ramps. Lessee shall pay for its o,vn electrical
power in its exclusive areas, which power shall be separately meter-
ed. The Lessee shall, at its expense, repair, maintain or replace,
as may be required, all plumbing fixtures, electrical incandescent
bulbs or fluorescent tubes or other lighting devices located in its
exclusive areas within the space leased hereunder. Lessor, at its
cost, shall also provide and supply adequate lighting for the com-
mon departure area, vehicular parking spaces, loading ramps, ade-
quate field lighting on and for the Airport, including without
limiting the generality hereof, landing lights and beacons. Lessor
shall also provide janitorial services necessary-to keep the common
departure area, the public and passenger space, and vehicular park-
ing spaces and the landing field of the Airport at all times clean,
\ neat, orderly, sanitary and presentable. Determination of adequacy,
as used throughout this ARTICLE VII, shall be made solely by Lessor
but shall be at least equal to the standards for airports of sub-
stantially similar size and nature.
ARTICLE VIII - GOVERNMENTAL FACILITIES
It is expressly agreed that if funds for the provision,
maintenance and operation of the Control Tower and/or other air
navigation aids or other facilities required or permitted by the
United States and needed by the Lessee or Lessee's operation at
the Airport, 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 IX - 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 inconsistent with this agreement nor with the safety and with
rules, regulations and orders of the Federal Aviation Administration
with respect to aircraft operations at the Airport and with pro-
-15-
cedures 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.
ARTICLE X - DAMAGE OR DESTRUCTION OF PREMISES
If any building of Lessor in which the Lessee occupies ex-
clusive space hereunder shall be partially damaged by fire, explo-
sions, 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 building untenantable but capable of
being repaired within thirty (30) days, the same-shall be repaired
with due diligence by Lessor at its own cost and expense, and rents
payable hereunder with respect to the Lessee's exclusive space shall
\ be proportionately paid up to the time as such building shall be
fully restored. In case any such building is completely damaged 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 such building, and rent payable hereunder with re-
spect to Lessee's exclusive space in said building shall be pro-
portionately paid up to the time of such damage or destruction and
shall thenceforth cease until such time as the premises may be
fully restored. If within ninety (90) days after such damage or
destruction, Lessor fails to notify Lessee of its intention to re-
pair or reconstruct the damaged or destroyed building or to furnish
a substantially equivalent facility, Lessee may give Lessor written
notice of its intention to then cancel this agreement in its en-
tirety or to cancel, as of the date of such damage or destruction,
such part of this agreement as relates only to said buildings.
ARTICLE XI - 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 anyone of the following
events:
-lc-
The filin; b~: Lesset. or a volunta:-<.' pet:" :io:-.
in bankrupt.cy.
The ins ti tut ion 0:: proceedings l.n ban}:r-t.:Cl t c':
against Lessee and adjud1.cation or Lessee 2S
2 bankrupt pursuant to such proceedings.
"
Tne takinh bv <1 cour:. 0: Jurisdict~on of Lessee
and its assets pursuant to proceedings brou~~t
under the provisions of an\' Federal re-organl-
z at i on act.
4. The appointment of a receiver of Lessee's
assets.
5 .
The divestiture of Lessee's
other operation of law.
. -
estate nere1.n DV
6. The abandonment by Lessee or its conaucr or
air transportation at the Airport for a pe:.-iod
or ninetv (90) days.
-0
The default bv Lessee l.n the oerrormance 0= any
~ovenant or agreement herein required to be
perrormed by Lessee other than failure to pay
rentals, fees and charges when due ror which
provision is made in Article III F, and the
~ailure or Lessee to remedv such default fo~
a period or sixt~. (60) days arter receipt f~om
the Lessor- or ~~l.tten notice to remedy the
same; provided, however-. that no notice or
cancellation, as aDove provided, shall be of
anv rorce or- effect if Lessee shall have
r-emedied the default Clrior to Lessor's notice
or cancellation.
"1
s. Tne lavJful assumption by the Uni ted St2-ces
Gover-nment or any author-ized a2encv thereof
of the operation', contr-ol, or ~se of toe i.i:.--
po:.-t and- facilities, or a~y substantial par-:
or parts thereof, l.n suco ~anner as suo-
s:an-cially to rest~ict Lessee, fo~ a Deriod
or at least ninety (90) days, from operating
~hereon for the carrying of p2ssensers, car-~o,
and Drooert\-.
. . .
1\0 'v;aiver or default tly LhE: Lessor or any 0:::: -C:1e terms,
covenanLS or condiLions hereof to De perrormed, Kent and observed
shall be construed to be or act as a waiver of any subse~uent de-
fault of any or the terms, covenants and conditions herein con-
Lained to be performeu, kept and oeserved by. the Lessee s~all not
be deemed a waiver of any right on the part or the Lessor to cancel
this lease for failure bv Lessee L.O so perform, keep or o:)serve
any of tne terms, covenants or conditions or this 1e:1se.
AR.TICLE XII - Cl,.NCELLATIO:i BY LSSSEE
Lessee may cancel this ilgrcernent :1nv ~irnc tha~ ~cssee is
not ~n default in i ts paYl~:ents to Lessor t;ercundcr. by ;:;iving
- L;-
Lessor sixtv (60) days advance written notice to D~ servec J~
hereinafter provided, UDon or after the happenin: o~ anv ont o~
the rollowing events:
Issuance bv anv court 01 comoeten: juriscic-
tion 01 an injunction in cJnv W.JY 7Jr:-evcn:in:'
or restraining the use of the Airoorr or an~
part thereof for airport purposes, and the re-
maining in force or such injunction for u period
of at leas: ninety (90) days.
'>
The inabili ty of Lessee to use, ror a perloo
in excess or ninety (90) days, the Airport or
any of the premises, racilities. rights,
licenses, services or privileges leased to
Lessee hereunder. because of firE. explosion,
earthquake, other casualty. or acts or God or
the public enemy, provided that same is no:
caused by negligence or willful acts or rail-
ure to act on part or Lessee.
..).
Ihe default bv the Lessor in performance of
. .
any covenant or agreement herein required to
be performed by the Lessor and the failure or
Lessor to remedy such default for a period or
. .
ninety (90) days after receipt fro~ Lessee of
written notice to remedy same; provided, how-
ever, that no notice of- cancellatlon, as pro-
vided above. shall be or any force or effect
if Lessor shall nave remedied the default
prior to receipe or Lessee's notice of cancel-
lation.
"'\
4. The lawful assumption by the United States
Government or anv authorized agenc~ thereof
of the operation. control or use or the Alr-
pore anc' facilities. or any substantial part
or parts thereof, in such a manner as sub-
stantially eo reserict Lessee. for a Deriod
of at leas: ~ineey (90) days, fros operaein~
thereon fOT the carrying of passengers, cargo,
?roperty, and Unieed States Mail.
Tne failure or rerusal of the Civil Aero-
nautics Board to grant Lessee the ri~ht to
operate into and from said Airport and the
i~suance by the Civil Aeronaut~cs Board of a
final order of suspension, termination or
revocation of Lessee's authoritv to Drovide
- -
service at Key West International Airport,
Monroe County, Florida.
Lessee's performance of all or any part of this agreement
for or during any period or periods after a default or 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 f>crforn~. keep or observe any of the terms. covenants
-18-
or conditions hereof to be performed, kept or observed. No waiver
of default by Lessee of any of the terms, covenants or conditions
hereof to be performed, kept, and observed by the Lessor shall be
construed to be or act as a waiver by Lessee of any subsequent de-
fault of any of the terms, covenants and conditions herein contained
to be performed, kept and observed by the Lessor.
ARTICLE XIII - INDEMNITY
Lessee agrees fully to indemnify, and save and hold harm-
less, 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 damage or less
\ occasioned by the negligence of Lessor, its agents or employees; and
provided, further that Lessor shall give to Lessee prompt and reason-
able 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 $100,000 for any one ,person, and $300,000 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.
ARTICLE IV - QUIET ENJOYMENT
Lessor agrees that, on payment of the rent and performance
of the covenants and agreements on the part of Lessee to be per-
formed hereunder, Lessee shall peaceably have and enjoyed the leased
premises and all rights and privileges of said Airport, its appur-
tenances and facilities granted herein.
_}c._
"
,\RTICLE :.:': - SURRE!WEF: OT-' POSSESSIO::
Unon the expiration or other termination of this lease
or anv renewal thereof. Lessee's right to use the premises, facili-
ties. rights. licenses, serVlces and privileges herein leased shall
cease and Lessee shall rorth\vith upon such expiration or termina-
tion surrender the same.
Except as otherwise provided in Article XV, all struc-
tures, fixtures, improvements, eauipment and other property bought.
installed, erected or placed by Lessee in, on or about the Airport
and premises leased under this lease (such fixtures, improvements
and other property to include, without limiting the generality
hereof, storage tanKS. pipes, pumps, Wlres, poles, machinery ana
air conditioning equipment) shall be deemed to be personalty and
remaln the property or the Lessee and Lessee shall nave the right at
any time during the ten::: of this agreement, or any rene\val or e:>:ten-
sion hereof, and for an additional period of ninety (90) days arter
the e}~iration or other termination of said term as the same may be
renewed or extended, to remove anv or all of its property from the
Airport; provided. however, that Lessee is not in default in its
D2\~ents to Lessor hereunder and provided Lessee shall restore said
premlses to its original condition as at the beginning OI occupancy,
ordinary wear and tear. damage by elements, fire, explosion or other
causes beyond control 0: Lessee excepted. Any and all property
not removed by Lessee ~rior to the expiration of the aforesaid
ninety (90) days perioc. shall ,thereupon become a part of the land
on wnich it is located and title thereto shall thereupon rest in
the Lessor. Provided further that Lessor reserves the right to re-
quire Lessee to remove sucn improvements and ,property at Lessee's
expense.
The L~ssor reserves the right to make a reasonable charge
of rental [or the period of ninety (90) days provided for herein
for continuation of occupancy of sp~ce; provided, ho~ever, that no
char~e sh~ll be In.1de to Lessee if Lessee shall remove its property
- 2 Ci-
from the leased prem1ses within the
-- .. ,...,..~ .
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t--.";_-~~
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( '; ~1
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C13'\,S 0: sa~c.:
ninety (90) day period.
In the even: ~h2: i: DcconCH necessary ior
Lessor to remove equipment, s~ructures o~ o~ner attacnments to
tne grounds or buildings because 01 the failure c: Lessee' to do SU.
th(: eXDenses or such removal are to De borne: D''- :nc- Lessee.
AF,TICLE X\'1 - DEFnnTIOI,;S O!=" TEP-':.::::
\fuenever the term Federal Aviation Ao~iniEtratlon 1S used
1n this lease it shall be construed as refe~rin; ~o the Federal
Aviation Administration created by the Feaeral Government under tne
Federal Aviation Act of 1958, or to such other Federal Government
authori ty as may be the successor theret.o or t.o be ves te d v1i th the
same C~ similar authority.
"lfnenever the t.erms "Derson" and "persons" are used in the
Lease, they shall be construed as includin~ individutils, firms,
corDorations and other legal entities.
~~en lTI this asreement
"\
~rit.ten approval bv Lessor is reeuired. such ~r1t.ten approval mav
be given DY the Direct.or 01 AirDorts ror ~esscr.
AR:'ICLI XVII - INSPECTlm~ BY l...ESSOF_
Lessor may enter upon the presises no~ or hereafter leased
exclusively to Lessee hereunder at any reasonable ti~e ror any
?urpose necessary, inciden~al to or connected \~ith t.he DerIormance
or it.s obligations hereunder, or 1n the exercise or its governmental
func:ions.
ARTICLE XVI I I - AS S IGN>:E!~T AND SL3LE::'J:":i\G
Lessee shall nbt at any time assign this agrecDent or any
Darc tnereof, nor sublet all or any portion of the leased premises
nerein ~i~hout written approval of Lessor; provided tnat the rore-
goinS shall not prevent the assignment of this agreement to any
corporation with which I.essee may merge or consolidate, or which
mav ~ucceed all or any portion of the business of Lessee.
ARTICLE: IX - NOTICES
;~otices to Lessor provided :Lor herein shall be sufficient
if sen: by registered mail, postage prepaid, ~dJressed [0:
-21-
Director of Airports, Monroe County
Key West International Airport
S. Roosevelt Boulevard
Key West, Florida 33040
and notice to Lessee, if sent by registered mail, postage prepaid,
addressed to:
or to such other respective addresses as the parties may designate
to each other in writing from time to time.
ARTICLE XX - 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 XXI - INVALID PROVISIONS
In the event any covenant, condition or provision herein
, contained is held to be invalid by any court of competent jurisdic-
tion the invalidity of any such covenant, condition or provision
1
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 XXII - COVENANT NOT TO GRANT MORE FAVORABLE TERMS
Lessor covenants and agrees not to enter into any lease,
contract or agreement with any other air transport operator with
respect to the Airport containing more favorable terms than this
lease or to grant to any other air transport operator rights, privi-
leges or concessions with respect to the sai~ Airport which are not
in accord to the Lessee hereunder unless the same terms, rights,
privileges and concessions are concurrently made available to the
Lessee.
ARTICLE XXIII - SUCCESSORS AND ASSIGNS BOUND BY COVENANTS
All the covenants, stipulations and agreements in this
lease shall extend to and bind the legal representatives, succes-
sors and assigns of the respective parties hereto.
'\
-22-
ARTICLE XXIV - 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 not
withstanding, as the United States may direct to enforce this non-
discrimination covenant.
ARTICLE XXV - 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 prop-
erty, or in any manner waiving or limiting its control over the
operation, maintenance, etc., of Airport property or in derogation
of such governmental rights as Lessor possesses, except as is
secifically provided for herein.
ARTICLE XXVI - RENTAL INCREASE
The parties specifically agree that the rental rates pre-
viously provided for herein shall increase automatically seven
(7) per cent per year. All increases in rental rates will be
computed annually after the first year of this lease and be used
for the following year's rental rates.
ARTICLE XXVII
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.
ARTICLE XXVIII - STERILE AREA
AIR FLORIDA, INC. and AIR FLORIDA SUNSHINE SUBSIDIARY, INC.,
d/b/a AIR SUNSHINE, will cause to be constructed as per plans and
specifications prepared by Monroe County Engineers and approved by
the Security Division of the Federal Aviation Administration,
a sterile area adjacent to the main area. This sterile area shall
be completed no later than May 31, 1979. The cost of construction
of the sterile area shall be at Lessee's expense.
I~
-23-
All construction and cost estimates must be approved by the
Director of Airports of Monroe County. The construction of this
area does not give the Lessee exclusive use of same and such area
shall be the property of the Lessor upon complet~on of construction.
Lessee shall have non-exclusive use of such area in accordance
with the terms contained herein.
Any further construction or remodeling in the Terminal area
which is exclusively leased by AIR FLORIDA, INC. and AIR FLORIDA
SUNSHINE SUBSIDIARY, INC., d/b/a AIR SUNSHINE, shall be solely
at the cost of the Lessee, subject to Lessor's written approval
prior to any work being performed.
Airlines shall pay AIR FLORIDA, INCORPORATED or AIR FLORIDA
SUNSHINE SUBSIDIARY, InC., d/b/a/ AIR SUNSHINE for the use of
the sterile area facility which was built solely from capital
funds from these companies. A prorata portion of the capital cost
and operating cost of any equipment will also be borne on a
prorata basis by airlines using the said equipment. The charge
for capital costs for the sterile facility and said capital and
operating cost of equipment shall terminate upon AIR FLORIDA's
recovery of capital cost through payments received from airlines
over a period of time.
Upon recovery of such prorata capital costs by AIR FLORIDA,
INC., the monthly cost shall be limited to the operating cost.
The operating cost shall include, in addition to the direct
operating cost, all taxes and other governmental fees and charges
which may be associated with AIR FLORIDA, INC. making available
the equipment.
There shall be no payment by the Lessee to the Lessor for
the sterile area facility until such time that AIR FLORIDA, INC.
has recovered all of its capital expenditure for such sterile
facility.
-24-
IN WITNESS WHEREOF, the parties have caused this lease to
be executed as of the day and year first above written.
Attest:
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OF FLORIDA
COUNTY
Board of County
of Monroe County,
(Seal)
AIR FLORIDA SUNSHINE SUBSIDIARY,
INC. d/b/a AIR SUNSHINE
By
~'
President
(Corporate Seal)
AIR FLORIDA, INC.
If
By
Senior Vice-President
(Corporate Seal)
I HE!~[BY C[PTiFY ihJt tIll" dccument
ha~: been IC:V c.'/(~rJ lCH iCfJ.c11 ,~:, ii-
ciency oncJ til~l th? s~,me mC2h with
my approval.
By
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Attorney's Office
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