Resolution 013-1981
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RESOLUTION NO. 13 - 1981
RESOLUTION AUTHORIZING THE CHAIRMAN OF THE BOARD
OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA,
TO EXECUTE A LEASE AGREEMENT BY AND BETWEEN THE
COUNTY OF MONROE, STATE OF FLORIDA, AND INTERNA-
TIONAL TRANSFER CORP. D/B/A PRO AIR SERVICE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE
COUNTY, FLORIDA, as follows:
That the Chairman of the Board of County Commissioners of
Monroe County, Florida, 1S hereby authorized to execute a Lease
Agreement by and between the County of Monroe, State of Florida,
and International Transfer Corp. d/b/a Pro Air Service, 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 13th day
of January, A.D. 1981.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
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Cha1rm
(SEAL)
Attest:
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, , 1erk
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Approved as to form and
legal sufficiency.
ily Jtr~~ce
A G R E E MEN T
TillS C'UNTRACT OF LEASE is made and entered
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lay of _,j'Rtu,~____, 1980, by and.-- between the
i n too n t II e 'L 1-\ '"
COUNTY OJ, MONROE,
STATE OF FLORIDA, a political subdivision of the State oj Florida,
hereinafter referlt'd to as Lessor, and INTERNATIONAL TRANSfER
r:ORP. d/b/a PRO AII\ SERVICE, a Florida corporatio!:, hereinafter
referred tn as Lessee.
WIT N 13 ~ SET Il:
WHERfAS, Lessor owns an airport known as Key West IllternationaI
.\irport loclted in Key West, Monroe County, State of Florida, hcre-
Inafter cal led the "AIRPORT", and
hHERE/\S, Lessee is engaged In the business of all' trallsportatio,
\<il th respe\. t to persons, property, cargo and mail, and
WHEREAS, Lessee desires to obtain certain rights, serVlces and
privileges in connection with the use of the Airport and :ts facili--
:1C-;; and the Lessor is willing to grant and lease the s(!m~' to
Lessee on a non-exclusive basis upon the terms and conditions herein
fter stated,
NOW, Tlli:I\EFORE, for and in cons idera t i on of the premises and of
the mutual covenants and agreements herein contained, and other
valuable ccn~iderations, Lessor does hereby grant and lease unto
Lessee, and Lessee (lacs hereby hire and take from Lessor, certain
premises, L;cilities, rights, licenses, services and privileges HI
connectIon ~ith 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 appur-
tenances, together with all facilities, equipment, improvements
;1Ild service:~ which have been or may hereafter be provided at or in
connection hlth the Airport for common use, in the operation of a
transportation system by aircraft for the carriage of persons,
property, c.lrgo, mail and related purposes (hereinafter referred to
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:1 S A i I' T I' a n s port a t ion), w h i c h use hit h 0 uti i m i tin g the g e n era 1 i t Y
I, ere 0 f, 5 h a 11 in c lu de:
1. .the handling, ticketing. billing and manifesting
of passeRgcrs, baggage, cargo, property and mail
in Air Transportation by Lessee or on behalf of
any other certificated aIT transportation com-
p;my. ./
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
(1:' ;lllthof'tzing the conduct of a sejlarate business
by the Lessee, but shall permi t the Lessee to
perform ~lIch functions only as an incident to its
conduct of Air Transportation.
3. . the training on the Airport of personnel in the
~mploy 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 SUC]1 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 specifjcally, 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 arc of a particular grade desired by
others and are not otherwise available (except
from other certificated air transportation com-
panies) at the Airport.
S. 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 therc-
of, the I' i g h t 0 f L e sse e to ins t a I 1 and m ,li n t a in
on the Airport adequate storage facilities for
such gaso] i ne, oi I, greases, ] uhr icants and other
fuel, or propellant, or supplies, either under-
ground or on the surface, together with the
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neCcss(lry pumps, pipes, Plotors, 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 3pproval shall not be
unreason-ahly withheld. Lessor 3grees to grant
anLl make available to Lessee's use adequate and
convenient rights-of-way"on Airport property
for said pipe lines, provi'ded 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.
6 . the 1 a n Ll j n g, t a kin g 0 f f, fly i n g, t (1 x i j n g, to \v i n g ,
parking, loading and unloading of Lessee's air-
craft, or other equipment operated by Lessee, used
in the oper3tion of scheduled, shuttle, courtesy,
test, training, inspection, emergency, special,
'ch,-irter, sightseeing and other flights, including
~v i tho utI i m i tin g the g en e I' a lit Y her e 0 f, the I' i g h t
to load and unload Lessee's aircraft, or the air-
craft of an)' other certificated air transporta-
tion company adjacent to a convenient entrance
to the Terminal Building; provided that {lights
carrying cargo or freight only shall load and
unload ,-It convenient and accessible points to be
designated by the Lessor.
7. the loading and unloading of property, cargo,
and mail Clt said Airport by such motor vehicles
01' other means of conveyance as Lessee may de-
sire or require in the conduct of Air Transpor-
t '-1 t ion, w j t h the I' i g h t to des i g n ate the p a I' tic ul a l'
carrier or carriers who sh311 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 arc 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 conditioning equipment, suhject to writ-
ten 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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12.
13.
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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
tile Lessee's exclusive space to its passengers
and crews. Without limiting the generality of
the fore'icdng, the said right shall include the
right to install, maintatn and operate, by
Lessee alone and not incSfljunction 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 herein3bove specifically provided, nothing
in this paragraph skill 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 ~everages to the public or to its employees
~nd 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.
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.
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 (including ARINC), meterological 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.
the rights and privileges granted the Lessee
under paragrapJls 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 us~~. Except as specifically provided
for in this paragraph B, ...nothing herein
shall he deemed to give Lessee any right or
1)('rmission 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, h'ithout 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 TERMINAL BUILDING.
Lessee
IS hereby grahted the non-exclusive use, in common with others, of
such space and failcities as may be designated by Lessor in or
adjacent to said Terminal Building consisting of a ground area to
permit the taxiing, servicing, loading and unloading fo Lessee's
aircraft, space for reasonable amount of apron equipment, paving,
loading gates, and lighting for loading ramps and for other areas
rtdjacent 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 faiclities 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 sllch 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, maln-
tenance and operation of radio and other communications equipment
and faci!ities, and meterological and navigation equipment and
facilities.
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
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at the Airport, for the use of Lessee and its employees.
Lessor
may charge such employees a fee ill connection therewith.
The right of ingress to
D.
RIGHT OF lNGRESS AND EGRESS.
and egress from, but not the use o~ except as provided in this
lease, the premises and facilities.r'eferred to in Sections "B" to
"e" inclusive above, for Lessee, its employees, agents, passengers,
guests, patrons, its suppliers of materials or furnishers of ser-
vice, its aIrcraft, equipment, vehicles, macllinery or other property,
its employees, agents, passcngers, 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 Lessor's right to impose charges
upon ground transportation services.
ARTICLE II - TERM
This lease and all rights herein granted Lessee shall become
operative and effective the
15th
day of
December
, 1980,
and shall end on the
30th
day of _~tember
, 1981,
unless sooncr terminated as hereinafter provided.
ARTICLE III - RENTALS AND FEES
A. Lessee agrees to pay Lessor the total sum of Three Thousand
Five Hundred Seventeen and 50/100 Dollars ($3,517.50) plus sales tax
for the term hereof, payable as follows:
1. $335.00 per month beginning January 1,
1981, and on the 1st day of each and
every month thereafter for 9 months.
2. $167.50 for the period from December 15,
1980, through December 31, 1980.
3. A security deposit of $335.00 upon exe-
cution of this lease to secure Lessor
for any damages or rental which might
be due and owing.
4. Lessee shall pay sales tax on all the
rentals payable hereunder.
B.
LANDING FEES.
In addition to the fixed rental set forth
above, the Lessee sllall pay form 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 hereunder, a
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1 and in g fee has e d up 0 nth e a p pro V cum a x I mum 1 and i n g Ive i g h t s 0 f the
Lessee's Actual Revenue Trip Arrivals at the Airport each month
as follows:
$.16 per 1,000 pounds of approved maXImum gross
landing weight. ./
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Lessee shall report to the Lessor not later than the 10th day of
each month, the Lessee's Actual Revenue Trip Arrivals at the Air-
port during tIle preceding calendar month, which shall include the
number and type of such arrivals. The number of arrivals so operated,
afld multiplied by the applicable approved maximum gross landing
weights for each type of aircraft, shall determine the weight for
which the ~onthly 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 f] ights which exceed said ten (10) per cent allowance.
Said fees S]1all he incluued 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 11erein, shall be the maximum gross landing weight
approved by the Federal Aviation Administration for landing such
aircraft at the Airport herein.
Subject to reasonable rules and regulations adopted by
the Lessor, it IS expressly agreed that payment of landing fees shall
entitle Lessee to the use of loading apron at or adjacent to the
Terminal Building for sllch reasonable time as may be required by
Lessee for the loading and unloading of its aircraft; provided, how-
ever, that Lessee s]lall incur no penalty or charge for additional
time resulting from llnavoidable delays due to weather conditions,
minor mecllanical defects, or other delays beyond control of Lessee,
except when such delays preclude use of the apron by other commer-
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cial all' carriers that are operating to or from the Airport. Sub-
ject t Lessee's rights under Article I 8.6 hereof, the Lessor
reserves the right""Jo designate alternate parking areas if deemed
desirable or necessary.
Furthermore, in the event the Lessee de-
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sires to use the Airport apron and ramp facilities for aircraft
storage purposes for more than twenty-four (24) hours prior approval
must be obtained from the Lessor who will determine what apron or
ramp areas are available for this purpose and the Lessor shall have
the right to charge reasonable storage rates as mutually agreed
upon between the Lessee and Lessor.
c.
:r AXES AND ASSESSMENTS.
Lessee shall pay all taxes and
assessments whic!} may be lawfully levied by a duly constituted
taxing body upon Lessee with respect to its operation at the Airport.
The Lessor agrees not to levy any license or permit fee or special
assessment on Lessee that would restrict or interfere with the exer-
cise and enjoyment of the rights and privileges granted herein; pro-
vided this s!lall not prevent the Lessor from making charges to
Lessee for the use of the Airport, its facilities and services as
herein specifically authorized.
DEFAULT FOR FAILURE TO PAY RENTALS, FEES AND CHARGES.
In
D.
the event Lessee fails to pay any rentals on the first of each
month, or fails to pay charges and fees hereunder within ten (10)
days after Lessor transmits a statement therefore to Lessee, such
failure shall be a default of this lease.
Lessor may, at its op-
tion, immediately or at any time thereafter, enter into and upon
the premises hereby leased or any part thereof and in the name of
the whole, and repossess the same of Lessor's former estate, and
expel Lessee and those claiming by, through or under it, and re-
move 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 aforesaid, this lease shall terminate.
In the event
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Lessor is obligated to participate 111 any court proceedings in
order to enforce any of its rights under this paragraph or to
collect its rentals, fees and charges, Lessor, if successful In
pursuing such litigation, shall be entitled to an additional
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amount in such sum as any District ff'r Circuit Court having compe-
tent jurisdiction shall determine as a reasonable attorney's fee.
ARTICLE IV - SERVICES TO PUBLIC,
Lessee may, alone or in conjunction with other certificated
air transportation companies who are Lessees at the Airport, or
through a nominee approved by Lessor, provide sufficient porter
service, tommon bag claim service in the area designated herein for
the convenience of its passengers provided, however, that Lessor
shall be under no obligation to provide or contribute to the fur-
nishings of such service.
ARTICLE V - RIGHT TO LEASE PROPERTY
Lessor, represents that it has the right to lease the Airport,
together with all premises, facilities, rights, licenses, services
and privileges 11erein granted, and has full power and authority to
enter into this agreement In respect thereof.
ARTICLE VI - RIGHT TO PURCHASE SUPPLIES AND MATERIALS
Lessee shall, except as herein otherwise provided, have the
right to purchase or otherwise obtain personal property of any nature
(including, but not limited to, gasoline, fuel, propellants, lubri-
eating oil, grease, food, beverages and other materials, equipment
and supplies) deemed by it to be required by or incident to, Lessee's
operations, its exercise of the rights herein granted and its dis-
charge of the obligations herein imposed, from any person, partner-
ship, firm, association or corporation it may choose. Except as
herein otherwise specifically provided, no charges, fees, or tolls,
of any nature, direct or indirect, shall be charged by Lessor,
directly or indirectly, against Lessee or its suppliers, for the
privilege of purchasing, selling, using, storing, withdrawing, hand-
ling, consuming, loading or unloading, or delivering any such per-
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sonal property of Lessee by Lessee or its suppliers or for the
privilege of transporting such personal property or persons to, from
or on the Airport.
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Nothing in this lease shall bydeemed to restrict in any manner
Lessor's right to charge any person;' partnership, firm, association
or corporation rental for the use of Lessor's property or any Im-
provements thereon or thereto where such use of said property or
lmprovements are of a regular or permanent nature as distinguished
from a temporary or transitory nature or where such use is of such
a nature as to constitute the performance of a commercial business
at the Airpor~.
Lessor shall make no charge for surface transpor-
tation of Lessee's passengers when such passengers are carried to
or from the Airport at Lessee's expense occasioned by flight cancel-
lations.
Lessor shall have the right to charge persons, partner-
ships, firms, associations or corporations, a fee for the sale and
serving of food and beverages to Lessee at the Airport for consump-
tion on its aircraft aloft; provided, however, in the event the
Lessee maintains a flight kitchen at the Airport for the prepara-
tion of food, no such fee shall be charged to the suppliers of
unprepared food to the said flight kitchen; and provided further
that no such fee shall be charged to any persons, partnerships,
firms, associations or corporations operating off the Airport from
which the Lessee may purchase in-flight meals and beverage require-
ments if Lessee is forced to discontinue its purchase of in-flight
meals and beverage service from the Concessionaire to meet Lessee's
standards as to quantity, quality, cost of service.
In the event
said Concessionaire fails to furnish in-flight meals and beverage
service In accordance with Lessee's reasonable and published stand-
ards as to quantity, quality and cost of service, the Lessor shall
promptly, upon receipt of written notice from Lessee, serve written
notice on said Concessionaire to comply with SUC]l standards.
Should
the said Concessionaire continue to fail or refuse to meet such
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standards, within thirty (30) days after receipt of said notice to
the Concessionaire, Lessee may, after five (5) days prior written
notice to I.essor, and after demonstrating to Lessor that such Con-
....,
cessionaire has failed or refuses .so meet such standards, purchase
its in-flight meals and beverage se'l:"vice from an off-the-Airport
supplier without the assessment of any fee by Lessor as aforesaid.
Should Lessee choose to purchase its in-flight meals and
beverage service 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 of the fee assessed the said Air-
port Conc~ssionaire) on the off-the-Airport supplier for sale of
in-flight meals and beverage service to Lessee.
ARTICLE VIr - MAINTENANCE AND OPERATIONS BY LESSOR
Except as otherwise specifically provided herein Lessor, during
the term of this lease, shall operate, maintain and keep in good
repair the Airport, Terminal Building, vehicular parking space, all
appurtenances, facilities and services now or hereafter connected
witll the foregoing, including, without limiting the generality
here01, all field lighting and other appurtenances, facilities and
services which Lessor has agreed to furnish and supply hereunder.
Provided, however, that Lessor shall not be required to perform
maintenance and make repairs (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. Pro-
vided also that Lessor may abandon certain facilities which are 110
longer reasonably justified for proper and adequate operation at the
Airport.
Lessor shall keep the Airport free of obstructions, includ-
ing the clearing and removal of grass, stones, or other foreign
matter, as reasonably necessary and with reasonable promlltness, from
the runway, taxiway and loading area, and immediately adjacent to
such runways, taxiway and loading areas for tIle safe, convenient and
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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
standards or ratin"g$ issued by the Federal Aviation Administration,
[or airports of substantially simi1..ar size and character and in
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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 elllarge the Airport or to make extensions or addi-
tions to the landing area, runway, taxiway, or other appurtenance of
the Airport.
Lesso.r, at its cost, shall keep the public and passenger space
ln the Terminal Building, including the common departure area,
adequately supplied, equipped, furnished and decorated and sllall
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
facilitles for passenger or public use in the Terminal Buildjng or
elsewhere on the Airport.
Lessor shall supply adequate light and water for the pub! ic
and passenger space in the Terminal Building.
Lessee shall not per-
form any cleaning or maintenance of aircraft except in designated
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 own electrical power in
its exclusive areas, which power shall be separately metered. 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 wi thin the space leased hereunder.
Lessor, at its cost, shall
also provide and supply adequate ligllting for the common departure
area, vehicular parking spaces, loading ramps, adequate field light-
ing on and for tIle Airport, including without limiting the generality
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hereof, landing 1 ights and beacons. Lessor shall also provide jani-
torial services necessary to keep the common departure area, the
public and passenger space, and vehicular parking spaces and the
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landing field of the Airport at all times clean, neat, orderly, sani-
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tary and presentable. Determinatio~ 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 substantially similar
size and nature.
ARTICLE VIII - GOVERNl'-IENTAL FACILITIES
It IS expressly agreed that if funds for the provIsIon, maIn-
tenance and 6peration of the Control Tower and/or other air naviga-
tion aids or other facilities required or permitted by the United
States and 11eeded by the Lessee or Lessee's operation at the Air-
port, which are now, or may be hereafter furllished 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
leasonable 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-
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 regu-
lations from time to time.
ARTICLE X - DM1AGE OR DESTRUCTION OF PREMISES
If any building of Lessor in which the Lessee occtlpies exclusive
space hereunder shall be partially damaged by fire, explosions, the
clements, the public enemy or other casualty, but not rendered un-
tenantable, the same shall be repaired with due diligence by Lessor
':!.':.;'-~.:-:'.,=-' -..----.,
-14-
It his own cost and expense.
If the damage shall be so extensive
3S to render such building untenantable but capable of being repaired
within thirty (30) days, the same shall be repaired with due dilj-
gence by Lessor at its own cost an~expense, and rents payable here-
under with respect to the Lessee's exclusive space shall be pro-
portionately paid up to the time as such building shall be fully
restored. In case any such building is completely damaged by fire,
explosion, the clements, the public enemy or other casualty, or so
damaged that it 'vi] 1 or does rCTTIaln 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 propor-
tionately paid Uj) to the time of such damage or destruction and
shall thencefortl) cease until such time as the premises may be fully
restored.
If witllin ninety (90) days after such damage or destruc-
tion, Lessor fails to notify Lessee of its intention to repair or
reconstruct the damaged or destroyed building or to furnish a sub-
s tan t i ally e q l]j va] en t fa c i 1 i t y, L e sse C may g i veL e s SOl' \H i t t C n
notice of its intention to then cancel this Dgreement in its en-
tirety or to cancel, as of the date of such damage or destruction,
such part of tllis agreement as relates only to said buildings.
ARTICLE XI - CANCELLATION BY LESSOR
The Lessor may cancel this agreement by giving Lcssee sixty
(60) days advance written notice to be served as hereinafter provided
upon or after the happening of anyone of the following events:
1. The filing by Lessee of a voluntary petition
in bankruptcy.
2. The ins ti tut ion of proceedings in bankruptcy
against Lessee and adjudication of Lessee as
a bankrupt pursuant to such proceedings.
3. The taking by a court of jurisdiction of Lessee
and its assets pursuant to proceedings brought
under the provisions of any Federal re-organiza-
tion act.
4. The appointment of a receIver of Lessee's assets.
5. The divestiture of Lessee's estate herein by
other operation of law.
~:o
-1 S
6. The abandonment by Lessee of its conduct of
air transportation at the Airport for a period
of ninety (90) days.
7. . The default by Lessee in the performance of any
covenant....or agreement herein required to be
performed by Lessee other than f;1ilure to pay
rentals, fees and chargeS' when due for which
IH 0 vis ion ism ad e in A l' t it leI I IF, and the
failure of Lessee to remedy such default for
a period of sixty (60) days after receipt from
the Lessor of written notice to remedy the
cancellation, as above provided, shall be of
any force or effect if Lessee shall have remedied
the default prior to Lessor's notice of cancel-
lation.
8. The lawful assumption by the United States
C;overnmcnt or any authorized agency thereof
of the operation, control, or use of the Air-
. pOl.t ancl facilities, or any substantial part
'or i)arts thereof, in such manner as substan-
tially to restrict Lessee, for a period of
at least ninety (90) days, from operating there-
on for the carrying of passengers, cargo, and
property.
No waiver of default by the Lessor of any of the terms, coven-
ants 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 the Lessee shall not be deemed a
waiver of any right on the part of the Lessor to cancel this lease
for failure by Lessee to so perform, keep or observe any of the
terms, covenants or conditions of this lease.
ARTICLE XII - CANCELLATION BY LESSEE
Lessee may cancel this agreement any time that Lessee is not in
default in its payments to Lessor hereunder, by givine Lessor sixty
(60) days advance written notice to be served as hereinafter pro-
vided, upon or after the happening of anyone of the following
events:
1.
Issuance by any court of competent jurisdic-
tion of an injunction in any way preventing
or restraining the use of the Airport or any
part thereof for airport purposes, and the re-
maining in force of such injunction for a period
of at least ninety (90) days.
2.
The inability of Lessee to use, for a period
in excess of ninety (90) days, the Airport or
any of the premises, facilities, rights,
licenses, services or privileges leased to
Lessee hereunder, because of fire, explosion,
_.._n~.'_~_
- 1(1
earthquake, other casualty, or acts of God or
the public enemy, provided that same is not
caused by negligence or willful acts of fail-
ure to act on part of Lessee.
3. The defendt by the Lessor in performance of
any covenant or agreement herein required to
be performed by the Lesso-;' and the failure of
Lessor to remedy such def~llt for a period of
ninety (gO) days after receipt from Lessee of
written notice to remedy same; provided, how-
ever, that no notice of cancellation, as pro-
vided above, shall be of any force or effect
if Lessor shall have remedied the default
prior to receipt of Lessee's notice of cancel-
lation.
4. The lawful assumption by the United States
Government or any authorized agency thereof
of .the operation, control or use of the Air-
'port and facilities, or any substantial part
or parts thereof, in such a manner as sub-
stantially to restrict Lessee, for a period
of at least ninety (90) days, from operating
thereon for the carrying of passengers, cargo,
property, and United States Mail.
5. The failure or refusal of the Civil Aero-
nautics Board to grant Lessee the right to
operate into and from said Airport and the
issuance by the Civil Aeronautics Board of a
final order of suspension, termination or
revocation of Lessee's authority to provide
service at Key West International Airport,
Monroe County, Florida.
Lessee's performance of all or any part of this agreement [or
or during any period or periods after a default of any of the terms,
covenants and conditions herein contained to be performed, kept and
observed by Lessor, shall not be deemed a waiver of any right on
the part of Lessee to cancel this i1greement for failure by Lessor
to so perform, keep or observe any of the terms, covenants or con-
ditions hereof to be performed, kept or observed.
No waiver of
default by Lessee of any of the terms, covenants or conditions
hereof to be performed, kept, and observed by the Lessor shall be
construed to be or act as a waiver by Lessee of any subsequent 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 harmless,
the Lessor [rom and against all claims and actions and all expenses
incidental to tIle investigation and defense thereof, based upon or
-17
arIsIng out of damages or injuries to third persons or their
property, caused by the negligence of Lessee, its agents or employ-
~es, 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 fofany 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 necessa.ry to protect Lessor herein from such claims and actions
~foresaid, Lessee agrees to carry and keep In force such insurance
with minimum limits of liability for personal ~nJury In a sum not
less than $100,000 for anyone 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
~ith insurance companies authorized to do business in the State of
Florida.
~RTICLE 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 performed
hereunder, Lessee shall peaceably Ilave and enjoy the leased premises
and all rights and privileges of said Airport, its appurtenances
and facilities granted herein.
ARTICLE XV - SURRENDER OF POSSESSION
Upon the expiration or other termination of this lease or any
renewal thereof, Lessee's right to use the premises, facilities,
rights, licenses, services and privileges herein leased shall cease
and Lessee shall forthwith upon such expiration or termination
surrender the same.
Except as otherwise provided in Article XV, all structures, fix-
tures, improvements, equipment and other property bought, installed,
- 18-
'~
erected or placed hI' Lessee in, 011 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, wires, poles, machinery and air conditioning
./
equipment) shall be deemed to be pe.r'sonalty and remain the property
of the Lessee and Lessee shall have the right at any time during the
term of this agreement, or any renewal or extension hereof, and for
In additional period of ninety (90) days after the expiration or
other termination of said term as tIle same may be renewed or extend-
ed, to remove any or all of its property from the Airport; provided,
however, that Lessee is not in default in its payments to Lessor
hereunder and provided Lessee shall restore said premises to its
original condition as at the beginning of occupancy, ordinary wear
and tear, damage by elements, fire, explosiol1 or other causes be-
yond control of Lessee excepted. Any and all property not removed
by Lessee prior to the expiration of the aforesaid ninety (90) days
period, shall thereupon become a part of the land on which it IS
located and title thereto shall thereupon rest in the Lessor.
Pro-
vided further that Lessor reserves the right to require Lessee to
remove such improvements and property at Lessee's expense.
The Lessor reserves the right to make a reasonable charge of
rental for the period of ninety (90) days provided for herein for
continuatiol1 of occupancy of space; provided, however, that no
charge shall be made to Lessee if Lessee shall remove its property
from the leased premises within the first thirty (30) days of said
ninety (90) day period.
In the event that it becomes necessary for
Lessor to remove equipment, structures or other attachments to
the grounds or buildings because of the failure of Lessee to do 50,
the expenses of such removal are to be borne by the Lessee.
ARTICLE XVI - DEFINITIONS OF TERMS
Whenever the term Federal Aviation Administration ]s used in
this lease it shall be construed as referring to the Federal Aviation
Administration created by the Federal Government under the Federal
..1.""'-.__....
- 1 ~) -
Aviation Act of 1958, or to such other Federal Government authority
as may be the successor thereto or to be vested with the same or
similar authority.
Whenever the terms "person" and "persons" are used in the lease,
they shall be construed as including individuals, firms, corporations,
and other legal entities. When in this agreement written approval by
Lessor IS required, such written approval may be given to the Direc-
tor of Airports for Lessor.
ARTICLE XVII - INSPECTION BY LESSOR
Lessor may enter upon the premises now or hereafter leased ex-
clusively'to ~essee hereunder at any reasonable time for any purpose
npcessary, illcidental to or connected with the performance of its
obligations hereunder, or in the exercise of its governmental func-
tions.
ARTICLE XVIII - ASSIGNlvlENT AND SUBLETTING
Lessee sllall not at any time assign this agreement or any part
thereof, nor sublet all or any portion of the leased premises herein
\4.'ithout written approval of Lessor.
ARTICLE IX - NOTICES
Notices to .Lessor provided for herein shall be sufficient if
sent by certified mail, postage prepaid, addressed to:
Director of Airports, Monroe County
Key West International Airport
S. Roosevelt Boulevard
Key West, Florida 33040
and notice to Lessee, if sent by certified mail, postage prepaid,
addressed to:
International Fransfer Corp. d/b/a
PRO AIR SERVICES
Concourse II, Miami International Airport
Post Office Box 593213
Miami, Florida 33159
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 paragrapll headings contained herein are for convenience
of reference and are not intended to define or limit the scope of
any provision in this lease.
-~~
..
____.,.-.___u_.._
-20
ARTICLE XXI - INVALID PROVISIONS
In the event any convenant, condition or provision herein con-
tained is held to b9 invalid by any court of competent jurisdiction
the invalidity of allY such covenan-v;- condition or provision shall 1n
no way affect any other covenant, cQ';ldition or provision herein
contained; provided that the invalidity of such covenant. condition
Ill' provision does not materially prejudice either Lessor or Lessee
In its respective rights and obligations contained ill the valid
covenants, conditions or provisions of this lease.
ARTICLE XXII - COVENANT NOT TO GRANT MORE FAVORABLE TERMS
Lesso! covenants and agrees not to enter into any lease, con-
tract or agreement with any other air transport operator with respect
to the Airport containing more favorable terms than tllis lease or
to grant to any other air transport operator rights, privileges or
concess10ns with respect to the said Airport whicll 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, successors
and assigns of the respective parties hereto.
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 sllall be construed or interpreted In any
manner whatsoever as limiting, relinquishing, or waiving of any
\
-"
- 2 1 -
'.
rights or ownership enjoyed by Lessor in the Airport property, or in
any manner waiving or limiting its control over the operation, maln-
tenance, etc., of Airport property or in derogation of such govern-
mental rights as Lessor possesses, except as is specifically provided
./
for herein.
ARTICLE XXVI - RENTAL INCREASE
"
.
The parties specifically agree that the rental rates previously
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 - CONDITION "AS IS"
Tlle 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.
IN WITNESS WHEREOF, the parties have caused this lease to be
~
executed as of the day and year first above written.
.... '
OF MONROE~ATE OF FLORIDA
C. ~ a/~6 cY
, h a i rm 0 f the Boa rd 0 f C t y-
Commissioners of Monroe C _ y,
Florida ,,' -. H -,..,~,'
(Seal)
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