Resolution 221-1980RESOLUTION NO. 221-1980
RESOLUTION AUTHORIZING SUB -LEASE BETWEEN
AIR FLORIDA, INC. AND KEY WEST AIRLINES,
INC. AND AUTHORIZING THE CHAIRMAN OF THE
BOARD OF COUNTY COMMISSIONERS OF MONROE
COUNTY. FLORIDA TO EXECUTE SAID SUB -LEASE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA, as follows:
1. That the Board of County Commissioners of Monroe
County, Florida, does hereby authorize the Sub -Lease by and
between Air Florida, Inc. and Key West Airlines, Inc.
attached hereto and made a part hereof.
2. That the Chairman of the Board of County Commis-
sioners of Monroe County, Florida, is hereby authorized to
execute said Sub -Lease.
Passed and adopted by the Board of County Commissioners
of Monroe County, Florida, at a regular meeting held on the
llth day of September, 1980.
BOARD OF COUNTY COMMISSIONERS
OF MONROE NTY, FLORIDA
By
Chai an
(Seal)
Attest:
9aT
SUBLEASE AGREEMENT
THIS CONTRACT OF - LEASE is made and entered into on the
zZ Ilk of, 1980, by and between AIR FLORIDA, INC. and AIR
FLORIDA SUNSHINE SUBSIDIARY d/b/a AIR SUNSHINE, corporations organized
and existing under the laws of the State of Florida (hereinafter collectively
referred to as "AIR FLORIDA" or "Sublessor") and KEY WEST AIRLINES, INC., a
corporation organized and existing under the laws of the State of Florida
(hereinafter referred to as "KEY WEST AIRLINES" or "Sublessee").
WITNESSETH:
WHEREAS, AIR FLORIDA is the lessee under an Agreement with the
County of Monroe, State of Florida (hereinafter referred to as "Monroe County")
entered into on April 1, 1979 of certain premises, facilities, rights, licenses,
services and privileges in connection with and on the Key West International
Airport (hereinafter called the "Airport") for a term of five.years; and
WHEREAS, Key West Airlines is engaged in the business of air
transportation of persons, property, cargo and mail, and
WHEREAS, Key West Airlines desires to obtain certain rights,
services and privileges in connection with the use of the Airport and its facilities
granted to Air Florida under its lease with Monroe County, and Air Florida is
willing to sublease a portion of its facilities more fully described below together
with attendant rights, services and privileges upon the terms and conditions
hereinafter stated, and
WHEREAS, Monroe County has authorized the execution of this
sublease by Resolution No.221-1980 , adopted by the Board of County Com-
missioners of Monroe County, Florida, at a regular meeting held on the llth
day of September 1980,
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NOW, THEREFORE, for and in consideration of the premises and of
the mutual covenants and agreements herein contained, and other valuable
consideration, AIR FLORIDA does hereby grant and sublease unto KEY WEST
AIRLINES, and KEY WEST AIRLINES does hereby hire and take from AIR
FLORIDA, certain premises, facilities, rights, services and privileges in connection
with and on the Airport as follows, to wit:
ARTICLE I - PREMISES
A. Exclusive use of one ticket counter position located at the end
of the Air Florida ticket counter in front of the office styled "Lost & Found
Baggage Office" on the diagram attached hereto (Exhibit 1) and made a part
hereof;
B. Exclusive use of one office, of approximately 120 square feet,
styled "Lost & Found Baggage Office" on the diagram attached hereto (Exhibit 1)
and made a part hereof;
C. * Use in common with Air Florida of the departure area and
baggage claim area, more particularly described on Exhibit 2, attached hereto and
made a part hereof;
D. Exclusive use of the Air Florida "Maintenance Base", a concrete
building of approximately 1,886 square feet, more particularly described on Exhibit
3, attached hereto and made a part hereof, subject to Air Florida's right to park a
B-737 aircraft in the vicinity of the "Maintenance Base" from time to time;
E. Exclusive use of two 10,000 gallon underground fuel tanks and
pumps, more particularly described on Exhibit 4, attached hereto and made a part
hereof;
ARTICLE II - TERM
This Sublease and all rights herein granted KEY WEST AIRLINES
shall become effective upon execution by both parties and upon adoption of a
resolution by the Board of County Commissioners of Monroe County approving this
Sublease, whichever occurs later in time. This Sublease shall end on the 31st day
of March, 1984, unless sooner terminated as hereinafter provided in Articles III-E,
V, VI and VII.
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ARTICLE III - RENTALS
A. On the effective date hereof, a one month's deposit of $933.67
shall be paid to AIR FLORIDA, together with a prorated share of the current
monthly rental of $933.67 based on the number of days remaining in the first
month.
B. The monthly payment of $933.67 shall be made to AIR FLORIDA
for the ensuing month on the first day of each and every subsequent month
throughout the lease term. The total monthly rental is based on the following
charges:
$400/mo. for use of the ticket counter, office
space, and common areas
$267/mo. for use of the maintenance base
$100/mo. for use of the fuel storage tanks and
pumps
$166.67/mo. for the leasehold improvements
already in existence.
C. Beginning April 1, 1981, and on each April 1st anniversary
thereafter, rental rates will be automatically increased by seven (7) percent of the
preceeding year's rental and be used for the following year's rental rates:
D. KEY WEST AIRLINES shall pay sales tax on all the rentals
payable hereunder.
E. DEFAULT FOR FAILURE TO PAY RENTALS, FEES AND
CHARGES. In the event KEY WEST AIRLINES fails to pay any rentals, charges
and fees hereunder within fifteen (15) days after AIR FLORIDA transmits a
statement therefore to KEY WEST AIRLINES, AIR FLORIDA may give KEY WEST
AIRLINES notice in writing of its intention to terminate this lease. Unless KEY
WEST AIRLINES shall have corrected such failure to pay within a fifteen (15) day
period, AIR FLORIDA may, at its option, immediately or at any time thereafter,
enter into and upon the premises hereby leased or any part thereof and repossess
the same of AIR FLORIDA'S former estate, and expel KEY WEST AIRLINES and
those claiming by, through or under it, and remove its effects, forcibly if
necessary, without being deemed guilty of trespass and without prejudice to any
remedy which otherwise might be used for arrears of rent or preceding breach of
covenant; on the re-entry, this lease shall terminate. In the event AIR FLORIDA is
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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, AIR
FLORIDA if successful in pursuing such litigation, shall be entitled to an additional
amount in such sum as any District or Circuit Court having competent jurisdiction
shall determine as a reasonable attorney's fee.
ARTICLE IV - SECURITY SCREENING
AIR FLORIDA agrees to provide security screening of passengers on
KEY WEST AIRLINES at a charge of $1.00 per .passenger. On or before the
fif-teenth (15th) day of each calendar .month following the first calendar month of
the Sublease, KEY WEST AIRLINES will submit to AIR FLORIDA an accounting of
the number of KEY WEST AIRLINES passengers departing from Key West Interna-
tional Airport during the preceding month, together with its payment for the
security screening of departing passengers.
ARTICLE V - CANCELLATION FOR CONVENIENCE
Both AIR FLORIDA and KEY WEST AIRLINES may cancel this
Sublease at any time without having to obtain the consent of the other party by
giving the other party ninety (90) days advance written notice to be served as
provided in Article XI.
ARTICLE VI - CANCELLATION BY AIR FLORIDA
AIR FLORIDA may cancel this Agreement by giving KEY WEST
AIRLINES sixty (60) days advance written notice to be served as provided in
Article XI, upon or. after the happening of any one of the following events:
1. The filing by KEY WEST AIRLINES of a
voluntary petition in bankruptcy. -
2. The institution of proceedings in bankrup-
tcy against KEY WEST AIRLINES and adjudi-
cation of KEY WEST AIRLINES as a bankrupt
pursuant to such proceedings.
3. The taking by a court of competent juris-'
diction of KEY WEST AIRLINES and its assets
pursuant to proceedings brought under the
provisions of any Federal re -organization act.
4. The appointment of a receiver of KEY
WEST AIRLINES' assets.
5. The divestiture of KEY WEST AIRLINES'
estate herein by other operation of, law.
6. The abandonment by KEY WEST AIRLINES
of its conduct of air transportation at the
Airport for a period of ninety (90) days.
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7. The default by KEY WEST AIRLINES in the
performance of any covenant or agreement
herein required to be performed by KEY WEST
AIRLINES other than failure to pay rentals,
fees and charges when due for which provision
is made in Article III E, and the failure of KEY
WEST AIRLINES to remedy such default for a
period of sixty (60) days after receipt from
AIR FLORIDA of written notice to remedy the
same; provided, however, that no notice of
cancellation, as above provided, shall be of
any force or effect if KEY WEST AIRLINES
shall have remedied the default prior to AIR
FLORIDA'S notice of cancellation.
8. The lawful assumption by the United States
Government or any authorized agency therof
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 KEY WEST AIRLINES, 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 AIR FLORIDA 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 of the terms,
covenants and conditions herein contained to be performed, kept and observed by
KEY WEST AIRLINES shall not be deemed a waiver of any right on the part of AIR
FLORIDA to cancel this sublease for failure by KEY WEST AIRLINES to so
perform, keep or observe any of the terms, covenants or conditions of this
Sublease.
ARTICLE VII - CANCELLATION BY KEY WEST AIRLINES
KEY WEST AIRLINES may cancel this Sublease any time that it is
not in default in its payments to AIR FLORIDA hereunder, by giving AIR FLORIDA
sixty (60) days advance written notice to be served as provided in ARTICLE XI,
upon or after the happening of any one of the following events:
1. Issuance by any court of competent juris-
diction of an 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 KEY WEST AIRLINES 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
KEY WEST AIRLINES 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
or failure to act on the part of KEY WEST AIR-
LIN ES.
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3. The default by AIR FLORIDA in per-
formance of any covenant or agreement herein
required to be performed by AIR FLORIDA and
the failure of AIR FLORIDA to remedy such
default for a period of ninety (90) days after
receipt from KEY WEST AIRLINES of written
notice to remedy same; provided, however, that
no notice of cancellation, as provided above,
shall be of any force or effect if AIR FLORIDA
shall have remedied the default prior to receipt
of KEY WEST AIRLINES' notice of cancel-
lati on.
4. The lawful assumption by the United States
Government or any authorized agency thereof
of the operation, control or use of the Airport
and facilities, or any substantial part or parts
thereof, in such manner as substantially to
restrict KEY WEST AIRLINES, for a period of
at least ninety (90) days, from operating there-
on for the carrying of passengers, cargo, pro-
perty, and United States Mail.
5. The failure or refusal of the Civil Aeron-
autics Board to grant KEY WEST AIRLINES the
right to operate into and from said Airport or
the issuance by the Civil, Aeronautics Board of
a final order of suspension, termination or revo-
cation of KEY WEST AIRLINES' authority to
provide service at Key West International Air-
port, Monroe County, Florida.
ARTICLE VIII - INDEMNITY
KEY WEST AIRLINES agrees fully to indemnify, and save and hold
harmless, AIR FLORIDA 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 or
willful misconduct of KEY WEST AIRLINES, its agents or employees, in the use or
occupancy of the said leased premises, runways, ramps or common areas at the
Airport by KEY WEST AIRLINES; provided, however, that KEY WEST AIRLINES
shall not be liable for any injury or damage or loss occasioned by the negligence of
AIR FLORIDA, its agents or employees; and provided, further that AIR FLORIDA
shall give to KEY WEST AIRLINES prompt and reasonable notice of any such
claims or actions. KEY WEST AIRLINES 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 AIR FLORIDA herein from such claims
and actions aforesaid. KEY WEST AIRLINES 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 any one accident; and for
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property damage in a sum not less than $200,000; and to furnish AIR FLORIDA
with proper certificates certifying that such insurance is in force. KEY WEST
AIRLINES shall carry its insurance coverages with insurance companies authorized
to do business in the State of Florida.
ARTICLE IX - SURRENDER OF POSSESSION
Upon the expiration or other termination of this Sublease, KEY WEST
AIRLINES' right to use the premises, facilities, rights, services, and privileges
herein subleased shall cease and KEY WEST AIRLINES shall forthwith upon such
expiration or termination surrender the same.
KEY WEST AIRLINES shall have the right to remove any and all of
its fixtures, improvements, equipment and other property, installed, erected or
placed by KEY WEST AIRLINES on the leased premises, at any time during the
term of this Sublease and for an additional period of thirty (30) days after the
expiration or other termination of this Sublease; provided, however, that KEY
WEST AIRLINES is not in default of any payments to AIR FLORIDA hereunder and
provided KEY WEST AIRLINES shall restore said premises to its original condition
as at the beginning of occupancy, ordinary wear and tear, damage by elements,
fire, explosion or other causes beyond the control of KEY WEST AIRLINES
excepted.
AIR FLORIDA reserves the right to make a reasonable rental charge
for the additional thirty (30) day period provided for above for continuation of
occupancy of space. KEY WEST AIRLINES will remove such improvements and
property at its own expense. If KEY WEST AIRLINES has not done so at the end of
such thirty (30) day period, AIR FLORIDA reserves the right to make the necessary
removal and restoration and KEY WEST AIRLINES agrees to reimburse AIR
FLORIDA for all reasonable attendant expenses.
ARTICLE X - ASSIGNMENT AND SUBLETTING
KEY WEST AIRLINES shall not at any time assign this Sublease or
any part therof, nor sublet all or any portion of the leased premises herein without
the written approval of both AIR FLORIDA and the Board of County Commis-
sioners of Monroe County; provided that the foregoing shall not prevent the
assignment of this Sublease to any corporation with which KEY WEST AIRLINES
may merge or consolidate.
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ARTICLE XI - NOTICES
Notices sent to AIR FLORIDA provided for herein shall be sufficient
if sent by registered mail, postage prepaid, addressed to:
Corporate Secretary
AIR FLORIDA, INC.
A.M.F.P.O. Box 592337
Miami, Florida 33159
and notice to KEY WEST AIRLINES, if sent by registerd 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 XII - BOUND BY COVENANTS OF "MASTER LEASE"
KEY WEST AIRLINES agrees to be bound by all applicable provisions
of the "Master Lease" executed April 1, 1979 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.
ARTICLE XIII - 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 XIV - INVALID PROVISIONS
In the event any covenant, condition or provision herein contained is
held to be invalid by any court of competent jurisdiction,the invalidity of any such
covenant, condition or provisions 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 AIR FLORIDA
or KEY WEST AIRLINES in its respective rights and obligations contained in the
valid covenants, conditions or provisions of the Sublease.
ARTICLE XV - 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.
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ARTICLE XVI - 7,1ON-DISCRILLN/IINATION CLAUSE
KEY WEST A E 1 1i,1ES in exercising any of the rights or privileges
anted to him shall not on the grounds of race, color or national origin
discriminate
or perrnl i;sCCifT?ii:atlOil
against any
person or
groups of persons in
.;, ,any manner
prohibited by Part
15 of
the Federal
Aviation
Regulations, and AIR
a FLUjDA 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-
iscrimination covenant.
ARTICLE XVII
KEY WEST AIRLINES agrees to accept the premises which are
subleased to KEY WEST AIRLINES in "as is" condition and AIR FLORIDA shall not
be obligated to repair or renovate same.
ARTICLE XVIII
AIR FLORIDA reserves the right to approve the size and location of
KEY WEST AIRLINES' signage, which approval shall not be withheld, unreasonably.
IN WITNESS WHEREOF, the parties have caused this Sublease to be
executed as of the day and year first above written.
KEY WEST AIRLINES, INC.
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AIR FLORIDA, INC.
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AIR FLORIDA-SUNSHIN UB-
SIDIARY, INC. d/b/ SUNSHINE
(Seal)
-ATTEST: COUNTY OF MONROE
STATE OF FLORIDA
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(Seal)
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AIR, FLORIDA MAINTENANCE BASE
A tract located within the bounda."y of;the Key west International Airport more
particularly described as follows:
Commencing at the most Northeast corner of the Airport
Terminal Building; thence run N 1023'23" W for a distance
of 150 feet; thence run N 88036137" E for a distance of
300 feet to the Point of Beginning; thence run N 1023'23"
V for a distance of 61.92 feet to a point that is 100 feet
from the centerline of the portion of the East Taxiway
which runs in a NE -SW direction; thence run N 63009'37" E,
100 feet from and parallel with the centerline of the said
Taxiway for a distance of 500 feet; thence run S 26050*23"
for a distance of 319.88 feet, more or less, to the bound-
ary of the Key West International Airport; thence run S 600
15104" W along said Airport boundary for a distance of
290.37 feet, more or less, to a point in line with the
North fact of the building known as the County Department
of Transportation building, extended Easterly; thence run
S 88036'37" W along the face of said building extended for
a distance of 121.82 feet; thence run N 26050'23" W for a
distance of 166.12 feet; thence run S 88136137" W for a
distance of 140.22 feet back to the Point of Beginning.
Survey attached hereto and made part hereof:
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