01/22/1974 Lease
THIS INDENTURE OF LEASE, made and entered into by a;ld between
MONROE COUNTY, FLORIDA (hereinafter referred to as I!LESSOR "), and
SOUTHEil.ST AIELINES, INC.,
'Florida corporation (hereinafter referred to
as "LESSEE 1'),
WITNESSETH
'WHEREAS, Lessor owns an airport knov.:n as Key 'Nest International
Airport, located in Monroe County, State of Florida (hereinafter called the
"AIR POR T "), and
WHEREAS, Lessee is engaged in the business of transportation with
respect to persons, property, cargo and mail at the ~~irport, and
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'WHEREAS, Lessee desires to lease certain premises, facilities and
rights in connection v:,.-ith and on the Airport and Lessor is willing to lease
san1.e to Lessee upon the ternIS 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 docs hereby demise and let unto Lessee and Lessee
doe s hereby hire and take from Le s s or certain premis es, facilitie s and rights
In connection with and on the Airport as follows, to-v.it:
ARTICLE I - TERM: The term of this lease shall be for a period of
one year, commencing on the
1st day of
February ,A. D. 197~, and
ending on the 31 st day of
January
A. D. 1975.
ARTICLE II - RENTAL: Lessee agrees to pay Lessor for the use of
the Airport, all premIses, facilities and rights granted hereunder for domestic
ope rations only, except as hereinafter set forth, an annual rental of $12,600.00,
payable in equal monthly amounts of $1,050.00 each, such payments to be made
within ten days of receipt of Lessor 1 s billing therefor; but not earlier than the
fir st day of each n1.onth for which the rent is applicable. In addition to the fore-
going monthly payments, Lessee covenants and agrees with Lessor to pay the
required State :Rental Tax.
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In addition to the above payment, Lessee agrees at the tir-i1C of pay-
rnent of the rnonthly installment set forth to provide Lessor v:;ith a mOYJthly
traffic count which is to include the number of passengers, amollnt of rnail
cargo, freight movements and number of additional landings both in- count and
out- count.
The above payments are based upon the Les s ee! s use of facilitie s
assigned to it in the Airport Terminal Building.
ARTICLE III - EXCLUSIVE SPACE IN ADMINISTRATION BUILDING:
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The exclusive use of the space referred to under Article II herein for such
uses as the Lessee may desire to make thereof in connection \vith or inciden-
tal to its operation of a domestic air transportation system, including speci-
fically but not by way of limitation the use of said space for ticket counter
area, operations room and cargo storage area.
ARTICLE IV - GENERAL USE OF AIRPORT, LEASED PREi'/lISES
AND FACILITIES: As duly authorized by competent Governmental authority,
Lessee shall have the right to operate a domestic transportation system, at
the Airport, by aircraft, for the carriage of persons, property, cargo and
mail, which right shall include the follov;;ing:
(1) The right to use, In COHunon \vith other domestic operators
authorized to do so, the comnlon areas of the Airport and appurtenances
thereto, which have been designated by Lessor for comm.on use, including
but not limited to, landing areas, aprons, taxiways, roadvvays, :flood lights,
ramp lighting, beacons, signals, radio aids, seviierage, control tove.ier, fire
and crash equipment and other conveniences for flying, landing, and take-
offs of aircraft of Lessee.
(2) The right to land, take-off, fly, taxi, tOVi on the ground, load and
unload aircraft and equipment used by Lessee in its operation of a dornestic
air transportation s ystcm on the i\irport.
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(3) The right to make repairs, test, maintain, condition, service
\',,'ith fuel, oil, greases or other supplies, park or store aircraft or other
equipment of Lessee or, with prior pernlission of Lessor, of any other
scheduled dODlestic air transportation company, on premises leased to Lessee
or on premises leased to such other scheduled domestic air transportation
cornpanle s.
(4) The right to train per sonne 1 lD the employ of, or to be employed
by, the Lessee.
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( 5)
The right to install, maintain and operate, at Les s ee r S expense,
by Les see alone or in conjunction \v ith any other air transportation companies
who are Le s see s at the Airport, or through a nonlinee, radio, telephone , tele-
type and other communications equipment, meteorological and aerial navi-
gation equipment and facilities in or on premises leased exclusively to Les-
see, subject to the approval of Lessor so as to enable Lessor to prevent in-
terference \\;ith the reasonable use of the ~<\irport by other authorized persons,
such approval not to be unreasonably \vithheld.
(6) The right to buy, sell, exchange or othenvise dispose of Lessee's
aircraft, engines, accessories, gasoline, oil, greases, lubricants, fuel,
food and other equipluent or supplies, including any article or goods used by
or bought [or use by Lessee in connection with its conduct of domestic air
transportation, provided that such right shall not be construed as authorizing
the conduct of a separate business by Lessee, but shall permit Lessee to per-
form. such functions as are incident to its conduct of domestic air transporta-
tion and further provided that Lessee shall not sell gasoline, fuel, propellants,
greases and other lubricants, except to a subsidiary or affiliated company,
unless authorized so to do by Lessor.
(7) The right to install, maintain and operate, or cause to be installed,
rnaintained or operated, without cost to Lessor, in a hangar or any other
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buildings exclusively leased to the Lessee, a cafeteria, restaurant or other
plant for the purpose of preparing, cooking and dispensing of foods and bev-
erages for consumption on Lessee's ?ircraft, or for Lessee's employees, but
shall not include the right to maintain or operate a public cafeteria or restau-
rant for the purpose of selling food or beverages to the public. Any space
exclusively leased to the Lessee hereunder shall require an additional rerital
to be paid other than the rental set forth in "Article II - Rental" herein, to be
agreed upon by the Lessee and Lessor v,.-hen said additional space is necessary.
" Neither shall said right be considered to authorize the installation and operation
of automatic vending machines of any nature at any place on the Airport.
(8) The right to install, maintain and operate, without cost to Lessor,
by Lessee alone, or in conjunction v.;ith any other air transportation COlupan-
ies who are lessees at the Airport, or through a nominee, a message tube
systern and other communication systems between suitable locations in the
aircraft loading areas and suitable locations in or about Lessee's hangars
and between any or all of the said locations and Lessee's offices, the locations
to be subject to the approval of Lessor, insofar as the interests of safety and
convenIence of all are concerned, \vhic h approval shall not be unreasonably
withheld.
(9) The right, directly, or through a contractor of Lessee's choice,
to transport Lessee's cargo, property and mail to, from and at the Airport by
such vehicles as Lessee or Lessee's contractor may desire or require. This
operation of such vehicles shall be subject to the reasonable regulations or the
Airport relative to the use of ground vehicles on Airport property.
(10) The right to install and orerate on the interior of the premises
exclusively leased, at Lessee's expense, advertising signs representing its
business, which signs shall be substantially uniform in size. type and location
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v.;ith those of other alr transportation corrlpanies leasing space on the prenlises.
The nunlber, size, type, design and location of all such signs shall be subject,
ho\vever, to the prior v'iritten approval of the Lessor.
(11) Consolidation of Ground Services: The rights and privileges
granted the Lessee herein, with respect to the performance of ground services
and activities in connection \v"ith its air transportation operation at the Airport,
may bo exercised by Lessee for and on behalf of any other domestic air trans-
portation company or companies authorized by Lessor to use the Airport.
.. Without limitation, such rights and privileges shall be deemed to include all
activities incidental to the handling of reservations, the ticketing of passengers,
the receipt, dispatch, loading, unloading and storage of passengers and their
baggage, property, cargo and mail, and all ramp, repair, maintenance,
storage, fueling and dispatching services incidental to the operations of aircraft
at the Airport. The foregoing shall not be construed to authorize such other
company or companies to use the Airport without the payn1ents of fees and
charges established by Lessor.
(12) The right to purchase, on or off said Airport, of Lessee's re-
quirements of gasoline, fuel, lubricating oil, grease, food and other passenger
supplies, and any other materials and supplies, from any person or company
of Lessee's choice, and the right to make agreements with any person or com-
pany of Lessee's choice fur work to be done for Lessee.
(13) The right to service, by Lessee, its suppliers or others, on
leased premises, and upon the apron of the Terminal Building, Lessee's air-
craft and other equipment, by truck or othenvise, subject to regulations of
Le s sor, concerning only the orderly operation of the Airport, with gasoline,
oil, grease, and any other fuel, food or supplies to be used by Lessee; such
right shall include, without limiting the generalities thereof, the right to
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erect, install and il1aintain on said Airport, on leased premises, 1n accordance
vv'ith insurance underwriters I standards, adequate underground storage facilities
for such gasoline, oil and other inflail1mable fuel or supplies, together \vith
necessary pipes, pumps, motors, filter~3 and other 2.ppurtenances, at conven-
ient locations, upon the pa.yment of an additional rental other than the rental
set forth in "Article II - Rental" herein, to be agreed upon by the Lessee and
Lessor, such storage locations to be subject to prior \'iritten approval of
Lessor when said additional space is necessary, such approval not to be un-
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reasonabl y withhe ld.
(14) Parking Space: The use by Lessee and its employees in common
only with the other air transport operators who may be lessees of space at the
Airport and their employees, of a.dequate vehicular parking space located as
near as possible to said Administration Building, v;:ithout charge to Lessee or
to said employees.
(15) Right of Ingress and Egress: The right of ingress to and egress
from premises and facilities of the Airport herein leased, vvithout charge to
Lessee, its ernployees, agents, passengers, invitees, and suppliers of
materials and furnishers of service.
(16) Maintenance and Operation of Airport:
Lessor agrees that it
\'\.'ill, at all times, maintain and operate and keep clean with adequate and
efficient per sonnel, and keep in good repair, said Airport and the appurten-
ances, facilities and services connected therewith, and keep said AirpoI.t and
its approaches free frorn obstruction, congestion and interference for the safe,
convenient and proper use thereof by Lessee and v;ill rnaintain and operate
said Airport so as to entitle it to the approved rating by the Federal Aviation
Agency and all other appropriate regulatory authoritie s.
(17) Building by Lessee: Lessee, at its O\,.:n cost a!1d expense, may
construct and install, in accordance v;ith. applicable 1<:1\'':s and ordinances, in
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or on any space ",;hich is exclusively leased to Lessee, any buildings, stn:c-
tures or irnprovements, including equipment a.nd underground storage tanks
necessary for use in connection with its domestic air transportation opera-
tions, the locations to be subject to prior \\,-ritten approval oy Lessor, such
approved not to be unreasonably \'\iithheld. Lessee may at its own cost and
expense alter, modify, repair and m2,intain any buildings, structures or i:n-
proverrlents constructed or installed on premise s leased hereunder, plans for
which are to be subject to prior written approval of Lessor, such approval not
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to be unreasonably \vithheld.
Any space exclusively leased to the Lessee here-
under shall require an additional rental to be paid by the Lessee to the Lessor
othe l' than the rental set forth in "Article II - R entalll hereunder, to be agreed
upon by the Lessee and Les SOl' when said additional space is necessary. Any
building so constructed on the leased premises by the Lessee shall at the ter-
nlination of this lease revert to the Lessor.
(18) Use of Public Address System: Lessee shall have the privilege
of using the Airport public address sytem and operating a sufficient number of
microphones and units to properly conduct their business in the area in the
Terminal Building leased hereunder, v'': ithout further charge. Le ssee shall
have the use of such units presently installed in the leased space. Ho\vever,
a.dditional units used by Lessee may be procured and installed at Lessee's ex-
pense and any expense involved in relocation of any units will be borne by
Lessee.
(19) Alterations and Improvements: Lessee is not authorized to make
any alterations or improvements to the herein leased premises without prior
v.:ritten approval of Lessor, such approval not to be unreasonably withheld.
AR TICLE V - USE OF TERlvlINAL BUILDING: The use of space in
the Terminal Building leased hereby shall be for purposes incidental to the
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operation of Lessee's domestic aIr transportation business and will be In
accordance with the follo\ving conditions:
(1) General: It is expressly understood that Lessor will keep the
public space in the Terminal Building attractively furnished, and v..-ill provide
and supply adequate light, electricity and water for the public space; janitors
and other cleaners necessary to keep the public space iL the Terminal Building
at all times clean, neat, orderly, sanitary and presentable.
(2) Electricity: Lessee agrees to pay Lessor for all electricity used
" by it in the space leased and solely occupied by it hereu:cder. Such electricity
will be separately metered.
(3) Janitor and Cleaning Services: Lessee shall, at its own expense,
provide janitor and cleaning services within the exclusive space leased and
occupied hereunder, and shall keep the space in a clean and sanitary condition
at all times.
Le s SOl' agrees to provide adequate rubbish con;:aine r s into which Le s see
may, with its own personnel, dump rubbish which may accumrnulate In Lessee's
normal use of the Terminal Building.
(4) The operations of Lessee shall be conducted in an orderly and
proper manner and so as not to annoy, distrub or be offensive to others at the
Airport.
(5) It shall be Lessor's responsibility to main::ain and replace all
glass bordering both on the field side of the leased space and on the public
corridor of leased space, except in instances v..-here damage to such glass should
occur through the acts of Lessee, its agent, suppliers, passengers, or others
doing business with it at the Airport, in v..-hich event Lessee \vill assume such
responsibility.
(6) The personal property placed or installed by Lessee in the ex-
clusively leased area shall remain the property of the Lessee and ITHlst be
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removed on or before the xpiration of the term hereby granted. In the event
of expira,tion or other termination, Lessee shall have 10 days, exclusive of
Saturdays, Sundays or holidays, after such te rmination, in v, hich to ren10ve
its property.
(7) If Lessee shall fail to remove its property upon the expiration or
tennination hereof, Lessor may, at its option, after expiration of period of
grace gran ted by the preceding paragraph hereof, as agent for Le s see and at
Lessee's expense and risk, remove such property to a public \,.:arehouse for
deposit, or retain the same In its own posses SIon, and after the expiration of
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30 days therefrom, sell the same at public auction, the proceeds of v;hich shall
be applied first to the expenses of sale, second to any sums owed by Lessee to
Lessor, and any balance remaining shall be paid Lessee, or may take such
other action as may be necessary or desirable.
(8) Unless othen",'ise expressly provided or agreed, Lessee shall not
use the leased space (or perrnit it to be used) for the sale to its employees or
to any other person, of any beverages, food, candy, gum, ice crearn or ice
cream products, tobacco or tobacco products, periodicals, books) drugs, toys,
games, souvenirs, je\';;elry, novelties, clothing, flowers, sporting goods,
photographic goods, or toilet article s, or for the furnishing, ror a consideration,
of theatre tickets, shoe shines, pressing and cleaning (except of its employees'
uniforms), developing and printing of photographs and films, ground baggage
checking services or for the display of the advertising of third parties, except
in cases in which Lessee handles ground services for another air transportation
company, pursuant to paragraph (11) of AR TICLE IV, or for the installation of
any coin- operated machine s or devices, or for any othe r purpos e beyond those
herein expre s sly authorized.
(9) The Le s sor, or its authorized repres entati ve, shall have the right
at any time and as often as it considers necessary, upon request to Lessee, to
inspect the space and (\vithout obligation to do so) to enter thereon to make
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ordinary repaIrs and, in the event of an emergency, to take such action therein
as rnay be required for the protection of persons or property or othen'iise
to execute the tenns and conditions of this lease.
(10) The Lessee shall, at its expense, repair or replace, as r~nay be
required, all electrical incandescent bulbs or flourescent tubes or other
lighting devices located within the space leased hereunder.
(11) Improvements: During the term of this lease, neither Les SOl'
nor Lessee is obligated by this lease to make any repairs, replacements,
improven1ents, alterations or additions of any nature, other than those specif-
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ically agreed upon in this lease, except that Lessor shall make such structural
repairs as may be required to keep the leased space usable for the purposes
leased.
AR TICLE VI - INSURANCE AND INDEMNITY: Lessee shall maintain
public liability, Airport liability, aircraft liability, fire and property damage
insurance, and shall carry Workmen's Cornpensation and employers r liability
insurance as required by la\\/. Lessee shall indernnify and hold harmless
Lessor from any and all dernands, losses, liabilities or judgrnents. together
with costs and expenses incident thereto, vv'hich nlay 2.ccrJe against, be charged
to, or be recoverable from Lessor as a result of the negligent acts or ornis-
sions of Lessee, its employees or agents in connectio;l \'iith Lessee's use and
occupancy of the demised premis e s, excluding, ho\<.:ever, such as maybe
occasioned by the negligence of Le s SOl', its en1ployee s or agents. Les SOl' shall
give to Lessee prompt and timely notice of any clairn made or suit instituted,
which in any v,;ay, directly or indirectly, contingently or otherwise. affect or
n1ight affect, Lessee and Lessee shall have the right to compronlise or parti--
cipate in the defense of the same to the extent of its o\vn interests.
ARTICLE VII - QUIET ENJOYMEr-\T: Lessor agrees that, on pay-
ment of the rentals, fees and charges herein provided for, and perforrnance of
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the covenants and agreements on the part of the Lessee to be perfonne d here-
under, Lessee shall peaceably have and enjoy the leased premises, rights and
facilities herein granted.
ARTICLE VnI -. CANCELLATION BY LESSOR: In the event Lessee
shall file a voluntary petition in bankruptcy or proceedings in bankruptcy shall
be instituted against it and Lessee is thereafter adjudicated bankrupt, pur-
suant to such proceedings, or that the court take jurisdiction of Lessee and
its assets, pursuant to proceedings brought under the provisions or any Federal
.,.
reorganization act, or that a receiver of Lessee1s assets shall be appointed.
or that Les s ee shall be prevented by any final action of any Federal or State
authority from conducting and operating its transportation system for the car-
riage of persons, property and mail by aircraft at the Airport, or that Lessee
shall fail to perform, keep and observe any of the terms, covenants or con-
chtions herein contained on the part of Lessee to be performed, kept or
observed, Lessor may give Lessee notice in writing to correct such condition
or cure such default, and, if any such condition or default shall continue for
30 days after the receipt of such notice by Lessee, the Lessor may, after the
lapse of said 30 days period and prior to the correction or curing of such con-
dition or default, terminate this lease by a 20 days written notice and the term
hereby demised shall thereupon cease and expire at the end of such 20 days in
the same manner and to the same effect as if it were the expiration of the origi-
nal term.
ARTICLE IX - CANCELLATION BY LESSEE: Lessee, in addition to
any right of cancellation or any other right herein given to Lessee, may cancel
this lease in its entirety and terminate all or any of its obligations hereunder at
any time by 30 days written notice upon or after the happening of anyone of the
following events:
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A. Any failure or refusal by the Federal A'v~iation Agency to permit
Lessee to operate into, from or through said Airport with the type of equip-
ment 'vvhich Lessee happens to o\"n at any time.
B. The breach by Lessor of any of the covenants or agreen1ents here-
In contained and the failure of Lessor to remedy such breach for a period of
30 days aiter receipt of 'vvritten notice of the existence of such breach.
C. The inability of Lessee to use said premises and facilities con-
tinuing for a longer period than 30 days due to any law or order, rule or regu-
.. lation of any appropriate governmental authority having jurisdiction over the
premises or the operations of Lessee, except that, upon the inability of
Lessee to use the Airport and leased prernises because of war, earthquake,
or other casualty, Lessee may suspend this lease during such inability. During
the period of any such suspension the Lessor retains the right to utilize the
leased premises as it deems advisable. The inability of the Lessee to use said
prernises and facilities due to strikes of its enlployees shall not be considered
grounds for the Lessee to terminate or cancel this lease.
D. The termination of Le s s ee t s obligations or right to carry pas s engel's
and/or United States Air Mail to, from or through Key West, Florida.
ARTICLE X - ASSIGNMENT AND SUBLETTING: Lessee shall not, at
any time, unless provided for elsev...here in this lease, assign this lease or any
part thereof, nor shall Lessee sublet the premises nor any part thereof herein
leased to Lessee, without the prior written consent of Lessor, except that,
without such consent, Lessee n1ay assign this lease to any corporation '.vith which
Lessee is affiliated, may merge, consolidate, or which m.ay succeed to the
business of Lessee.
AR TICLE XI - SUCCESSORS AND ASSIGNS BOUND BY THIS AGREE-
MENT: All the covenants 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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AR TICLE XII - DAMAGE OR DESTR UCTION OF PREMISES: If any
building of Le::;sor in which Lessee occupies exclusive space hereunder shall
be partially damaged by fire, the elements, the public enemy or other casu."tlty
but not rendered untenantable, the same shall be repaired \\"ith due diligence
by Lessor at its own cost and expense. If the damage shall be so extensive as
to render such building untenantable but capable of being repaired in 30 days,
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the same shall be repaired with due diligence by Lessor at its own cost and
expense and the rent payable hereunder, with respect to Lessee's exclusive
space in such building, shall be proportionately paid up to the time of such
damage and shall thenceforth cease until such time as such building shall be
fully restored. In case any such building is completely destroyed by fire,
the elements, the public enemy or other casualty, or so damaged that it will
or does rernain untenantable for more than 30 days, at the option of Lessee,
either:
(1) said building shall be repaired or reconstructed with due diligence
by Lessor at its own cost and expense, and the rent payable hereunder \\"ith
re spect to Le s s ee I s exclusive space in said building shall be proportionately
paid up to the time of such damage or destruction and shall thenceforth cease
until such time as said building shall be fully restored; or
(2) if \vithin 12 months alter the time of such damage or destruction,
said building shall not have been repaired or reconstructed for Lessee's use,
Lessee may give Lessor written notice of its intention to then cancel this
lease in its entirety or to cancel as of the date of such damage or destruction,
such part of this lease as relates only to said building.
In the event that the Airport, or any other premIse s herein leas ed,
shall be rendered untenantable or unusable because of the condition thereof,
there shall be a rea.sonable and proportionate abatem.ent of the rentals, fees
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and charges provided for herein during the period that the saDie are so un-
tenantable or unusable.
AR TIC LE XIII - NOTICES: A bi 11 or statement relay be rendered or
any notice or communication which Lessor may desire tD give Les see shall
be deemed sufficiently rendered or given if the same be in writing and sent
by registered or certified mail, addressed b Lessee 2-t Ie /3ox '2i./9i
/VI /IT/)-I/ Fu~ / oil
. /
33/59
, or at the addres s Les see
may substitute therefor by notice to Lessor, or left at such address, and the
time of rendition of such bill or staten1ent and the giving of such notice of
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communication shall be deemed to be the time when the same is n1ailed, left
or delivered as herein provided. Any notice from Lessee to Lessor shall be
validly given if sent by registered or certified mail, addressed to the Board
of County Commis sioner s, Monroe County Court Hous e, Key IVe st, Florida,
or such other address as Lessor shall hereafter design2-te by notice to
Lessee.
ARTICLE XIV: In the event the Lessee and/or its legal representa-
tives, successors and assigns, during the tenn of this lease engage in flyil1g
international flights from and to the Airport, then the Les see shall pay an
additional rental other than the rental set forth in "Article II - Rental" herein,
to be agreed upon by the Lessee and Lessor, \\:hich said rental will be for the
additional use of the Airport and additional services furnished by the Lessor.
AR TIC LE XV: The Le s see agrees not to engage in any type of auto
rental business at the Airport or act as an agent for any auto rental agency at
said Airport.
AR TICLE XVI: The Lessee agrees that ln the event the Les SOl' is
required to post guards at said Airport to inspect luggage and passengers
flying on Lessee's aircraft that Lessee viill pay for the CGEt of said guards.
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AR TIC LE XVII: The Le s s ee shall have the right to rene,,; this lease
for an additional term of 1 year, at rentals to be mutually agreed upon at the
time of such renevial between Lessor and Lessee.
IN WITNESS WHEREOF, the parties have caused these presents to
be executed as of the 22nd day of
January
, A.D. 1974.
Signed, sealed and delivered
in Our Pre s ence:
.:'vl0NROE COUNTY, FLORIDA
Lz{~L~~
--flCi!/c, '''';: L /~h~
As to the Lessor
By
Mayor of MonT
man of the Board
Commis sioners
(SEAL)
erk of e Circuit Court of Monroe
C oun y, Florida and ex officio Clerk
of the Board of County Commissioners
of Monroe County, Florida.
SOUTHEAST AIRLINES, INC.
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As to the Lesse
By
- ~'
t~u4 ./1~
President
(SEAL)
Attest:
?~ ~~-'h >CI
{2.~, Secretary